The principal office of the Corporation shall be located c/o David Halladay, 1324 West 1050 North, Provo, Utah 84604. The Corporation may have such other offices as the Board may designate or as the affairs of the Corporation may require from time to time.

Section 3.2 Dues. The Board may establish such membership dues and other assessments and such rules and procedures for the manner and method of payment, as the Board shall deem necessary or appropriate.

Section 3.3 Regular Meetings. A regular meeting of the Members shall be held during each of the months of January, February, March, April, May, June, September, October and November at Salt Lake City, Utah or at such other time and place as shall be determined by the President, for the purposes of attending an educational luncheon and the transaction of such business as may come before the meeting.

Section 3.4 Special Meetings. Special meetings of the Members may be called by or at the request of any two Board members. The person or persons authorized to call special meetings of the Members may fix the place for holding any special meeting called by them.

Section 3.5 Notice. Notice of each regular meeting of the Members stating the place, day and hour of the meeting shall be given to each Member at his or her address as shown on the corporate records.

Section 3.6 Quorum and Voting. The Members in attendance shall constitute a quorum for the transaction of business at any meeting of the Members, and the vote of a majority of the Members present in person at a meeting at which a quorum is present shall be the act of the Members. No Member may vote or act by proxy at any meeting of Members.

Section 4.1 General Powers. The business and affairs of the Corporation shall be managed by a governing Board of Trustees or Directors (as designated by law) except as otherwise provided in the Utah Nonprofit Corporation and Co-operative Association Act (or any amended or successor statute dealing with the same subject matter), the Articles of Incorporation or these Bylaws. References to the "Board" herein refer to such governing Board.

Section 4.2 Number, Election, Tenure and Qualifications. The Board shall consist of thirteen persons: four first year Board members, four second year Board members, four officers specified in Section 4.11 below and the immediate past President. The four first year Board members shall be elected each year to replace the four second year Board members whose terms have just ended. Each Board member shall serve for a two (2) year term beginning with the January meeting of the Members of the calendar year of election and ending at the January meeting of the second succeeding calendar year. Board members shall be elected by a majority vote of the Members in attendance at an annual meeting of the Members falling in January of the calendar year, and each Board member shall hold office until the January meeting of Members for the second calendar year following, at which his or her successor is elected, or if such successor is not elected in January, until his or her successor shall have been elected and qualified, or until his or her earlier death, resignation or removal. Board members shall be removable in the manner provided by the statutes of the State of Utah.

Section 4.3 Vacancies. Any Board member may resign at any time by giving written notice to the Executive Director with a copy to the President of the Board. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring in the Board may be filled by the affirmative vote of a majority of the Members attending a meeting of Members. A Board member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

Section 4.4 Regular Meetings. A regular meeting of the Board shall be held during each of the months of January, February, March, April, May, June, September, October and November at Salt Lake City, Utah or at such other time and place as shall be determined by the President, for the purpose of the transaction of such business as may come before the meeting. The Board may provide, by resolution, the time and place, for the holding of additional regular meetings.

Section 4.5 Special Meetings. Special meetings of the Board may be called by or at the request of the President or any two Board members. The person or persons authorized to call special meetings of the Board may fix the place for holding any special meeting of the Board called by them.

Section 4.6 Notice. Notice of each meeting of the Board stating the place, day and hour of the meeting shall be given to each Bard member at his or her address as shown on the corporate records.

Section 4.7 Quorum and Voting. A majority of the Board members shall constitute a quorum for the transaction of business at any meeting of the Board, and the vote of a majority of the Board members present in person at a meeting at which a quorum is present shall be the act of the Board. If less than a quorum is present at a meeting, a majority of the Board members present may adjourn the meeting from time to time without further notice other than an announcement at the meeting, until a quorum shall be present. No Board member may vote or act by proxy at any meeting of Board members.

Section 4.8 Compensation. Board members shall not receive compensation for their services as such.

Section 4.9 Meetings by Telephone. Special meetings of the Board or of any committee may be conducted by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.

Section 4.10 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by that number of the Board Members specified by law. Such consent (which may be signed in counterparts) shall have the same force and effect as a vote by a participating member of the Board at a meeting duly convened.

Section 4.11 Board Administration. The Members shall elect from among a slate of nominees presented by the Nominating Committee chaired by the Past President the following Board Officers, a president, a president elect, a vice president and a secretary/treasurer, to serve for one year term beginning at the January meeting of Members for the calendar year of election and ending at the January meeting of the succeeding calendar year. In the absence of timely election of a successor, however, a Board Officer shall continue to hold office until his or her successor shall have been duly elected and shall have qualified, or until his or her earlier death, resignation or removal. The immediate Past President shall serve as a member of the Board and as an advisor to the President. Board Officers shall serve as members of the Board with full voting rights. The Board shall determine the respective duties of Board Officers.

Section 1.12 Committees. Subject to these Bylaws, the Board, at any time and from time to time may establish one or more committees of the Board for any appropriate purposes and may dissolve any such committee, provided, however, a committee established by these Bylaws can only be dissolved by an amendment to the Bylaws. Without limiting the judgment and discretion of the Board, the Board shall consider from time to time the appointment of ad hoc committees to deal with particular projects, programs, organizational issues and/or other matters of current concern to the Board. A chair of each such committee shall be appointed or ratified by the Board and such chair shall preside at all meetings of the committee and generally supervise the conduct of the committee's affairs. Rules governing procedures for meetings of any such committee, including notices to be given of meetings, and for the conduct of such committee's affairs shall be established by the committee, consistent with the Bylaws. In the absence of a specific resolution of the Board to the contrary, each committee shall be chaired by a Board member.

The Executive Committee, when the Board is not in session, shall have and may exercise all of the authority of the Board with respect to the planning and staging of seminars and other sponsored events and handling routine day to day business of the Corporation. The Executive Committee shall not have the authority of the Board in reference to other extraordinary matters, including but not limited to providing for the sale, lease or other disposition of all or substantially all of the property and assets of the Corporation otherwise than in the usual and regular course of its business, providing for a voluntary dissolution of the Corporation or a revocation thereof, or amending the Bylaws of the Corporation.

Meetings of the Executive Committee may be called on one day's notice stating the place, date and hour of the meeting, which notice may be written or oral.

A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting thereof and action of the Executive Committee must be authorized by the affirmative vote of a majority of the Members present at a meeting at which a quorum is present.

The presiding officer of the Executive Committee shall be the President of the Board. The Executive Committee may fix its own rules or procedure which shall not be inconsistent with these Bylaws. It shall keep regular minutes of its proceedings and report the same to the Board for its information at the meeting thereof held next after the proceedings shall have been taken.

(b) Nominating Committee. The principal duty and responsibility of the Nominating Committee shall be to prepare and submit to the Board lists of names of individuals as nominees for election to fill vacancies on the Board and to serve as officers of the Corporation. New members of the Board and officers shall be elected from the lists of such nominees. The Nominating Committee shall submit a list of nominees to the Board at least two (2) weeks before the meeting at which an election is scheduled to occur. This committee shall consist of three (3) or more members of the Board and the Past President shall chair the committee.

(c) Policies and Procedures Committee. The principal duties and responsibilities of the Policies and Procedures Committee are to review, write and revise from time to time, as the committee deems necessary or desirable, by-laws, job descriptions, definitions of legal obligations, and operations and/or procedures, guidelines, or manuals. This committee shall consist of three (3) or more members of the Board and shall include one or more lawyers.

Section 5.2 Election and Term of Office. The officers of the Corporation shall be elected or confirmed by the Board at a regular annual or special meeting of the Board. Each officer shall serve at the pleasure of the Board and may be removed at any time by Board action. In the absence of timely election of a successor and if not so removed, an officer shall hold office until his or her successor shall have been duly elected and shall have qualified, or until his or her earlier death, resignation or removal.

Section 5.3 Compensation. The officers shall serve without regular compensation. The Board may, however, award to the outgoing president, as a token of appreciation for service to the Corporation, a memento or other gift item having more than nominal value. Officers shall be entitled to receive reimbursement for verified expenses incurred in the discharge of their duties as officers. Notwithstanding any other provision hereof, during any period in which the Corporation is a private foundation as described in section 509(a) of the Internal Revenue Code, no payment of compensation shall be made in any manner so as to result in the imposition of any liability under section 4941 of the Internal Revenue Code.

Section 5.4 Removal. Any officer or agent may be removed by the Board whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not in itself create contract rights.

Section 5.5 Vacancies. Any officer may resign at any time, subject to any rights or obligations under any existing contracts between the officer and the Corporation, by giving written notice to the Executive Director, with a copy to the President. An officer's resignation shall take effect at the time specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. A vacancy in any office, however occurring, may be filled by the Board for the unexpired portion of the term.

Section 5.6 Executive Director. The Board may employ a person, at such compensation as shall be fixed by the Board, to exercise all of the powers and perform all the duties set forth in this subsection and shall designate such person so appointed as the manager, executive director, director or administrator of the Corporation (herein called the "Executive Director"). The Executive Director shall have such general powers and duties of supervision and management as are usually vested in the office of the chief administrative officer of a corporation, and he or she shall carry into effect all directions and resolutions of the Board. The Executive Director shall oversee the day-to-day business of the Corporation, including supervising all other employees and agents of the Corporation, reporting to the Board regarding the performance, collecting any charges or fees, and keeping records in the form prescribed from time to time by the Board and reporting thereon whenever so requested by the Board. The Executive Director shall be directly responsible to the Board and shall report directly to the Board.

Section 5.7 Surety Bonds. The Board may require any officer or agent of the Corporation to execute to the Corporation a bond in such sums and with such sureties as shall be satisfactory to the Board, conditioned upon the faithful performance of his or her duties and for the restoration to the Corporation of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

Section 6.1 Indemnification of Board Members, Officers, Etc. The Corporation hereby declares that any person who serves at its request as a Board member, officer, employee, chair or Member of any committee, or on behalf of the Corporation, shall be deemed the Corporation's agent for the purposes of the Article and shall be indemnified by the Corporation against expenses (including attorney fees), judgments, fines, excise taxes, and amounts paid in settlement actually and reasonably incurred by such person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of such service, provided such person acted in good faith and in a manner he or she reasonably believed to be in the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Except as provided in Section 6.3, termination of any such action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create either a presumption that such person did not act in good faith and in a manner which he or she reasonably believed to be in the best interest of the Corporation or, with respect to any criminal action or proceeding, a presumption that such person had reasonable cause to believe that his or her conduct was unlawful.

Section 6.2 Indemnification Against Liability to Corporation. No indemnification shall be made in respect of any claim, issue or matter as to which a person covered by Section 6.1 shall have been adjudged to be liable for gross negligence or misconduct in the performance of his or her duty to the Corporation unless and only to the extent that the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court shall deem proper.

Section 6.3 Indemnification in Criminal Actions. No indemnification shall be made in respect of any criminal action or proceeding as to which a person covered by Section 6.1 shall have been adjudged to be guilty unless and only to the extent that the court in which such action or proceeding was brought shall determine, upon application, that despite the adjudication of guilt but in view of all the circumstances of the case, such person is entitled to indemnification for such expenses or fines which such court shall deem proper.

Section 6.4 Other Indemnification. The indemnification provided by the Article shall not be deemed exclusive of any other rights to which any person may be entitled under the Articles of Incorporation, any agreement, any other provision of these Bylaws, vote of the disinterested Board member or otherwise, and any procedure provided for by any of the foregoing, both as to action in his or her official capacity and as to action in another capacity while holding such office.

Section 6.5 Period of Indemnification. Any indemnification pursuant to this Article shall (a) be applicable to acts or omissions which occurred prior to the adoption of this Article, and (b) continue as to any indemnified party who has ceased to be a Board member, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs and personal representatives of such indemnified party. The repeal or amendment of all or any portion of these Bylaws which would have the effect of limiting, qualifying or restricting any of the powers or rights of indemnification provided or permitted in this Article shall not, solely by reason of such repeal or amendment, eliminate, restrict or otherwise affect the right or power of the Corporation to indemnify any person, or affect any right of indemnification of such person, with respect to any acts or omissions which occurred prior to such repeal or amendment.

Section 6.6 Insurance. By action of the Board, notwithstanding any interest of the trustees in such action, the Corporation may, subject to Section 6.8, purchase and maintain insurance, in such amounts as the Board may deem appropriate, on behalf of any person indemnified hereunder against any liability asserted against him or her and incurred by him or her in his or her capacity of or arising out of his or her status as an agent of the Corporation, whether or not the Corporation would have the power to indemnify him or her against such liability under applicable provisions of law. The Corporation may also purchase and maintain insurance, in such amounts as the board may deem appropriate, to insure the Corporation against any liability, including, without limitation, any liability for the indemnifications provided in this Article.

Section 6.7 Right to Impose Conditions to Indemnification. The Corporation shall have the right to impose, as conditions to any indemnification provided or permitted in the Article, such reasonable requirements and conditions as the Board may deem appropriate in each specific case, including, but not limited to, any one or more of the following: (a) that any counsel representing the person to be indemnified in connection with the defense or settlement of any action shall be counsel that is mutually agreeable to the person to be indemnified and to the Corporation; (b) that the Corporation shall have the right, at its option, to assume and control the defense or settlement of any claim or proceeding made, initiated or threatened against the person to be indemnified; and (c) that the Corporation shall be subrogated, to the extent of any payments made by way of indemnification, to all of the indemnified person's right of recovery, and that the person to be indemnified shall execute all writings and do everything necessary to assure such rights of subrogation to the Corporation. Section 6.8 Limitation on Indemnification. Notwithstanding any other provision of these Bylaws, the Corporation shall neither indemnify any person nor purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with qualification of the Corporation as an organization described in section 501(c)(3) of the Internal Revenue Code or would result in liability under section 4941 of the Internal Revenue Code.

Section 7.1 Account Books, Minutes, Etc. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board and committees. All books and records of the Corporation may be inspected by any Board member or his or her accredited agent or attorney, for any proper purpose at any reasonable time.

Section 7.2 Fiscal Year. The fiscal year of the Corporation shall be January 1 to December 31.

Section 7.3 Conveyances and Encumbrances. Property of the Corporation may be assigned, conveyed or encumbered by such officers of the Corporation as may be authorized to do so by the Board, and such authorized persons shall have power to execute and deliver any and all instruments of assignment, conveyance, and encumbrance; however, the sale, exchange, lease or other disposition of all or substantially all of the property and assets of the corporation shall be authorized only in the manner prescribed by applicable statute.

Section 7.4 Designated Contributions. The Corporation may accept any designated contribution, grant, bequest or devise consistent with its general tax-exempt purposes, as set forth in the Articles of Incorporation. As so limited, donor-designated contributions will be accepted for special funds, purposes or uses, and such designations generally will be honored. However, the Corporation shall reserve all right, title and interest in and control of such contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in connection with any special fund, purpose of use. Further, the Corporation shall retain sufficient control over all donated funds (including designated contributions) to assure that such funds will be used to carry out the Corporation's tax-exempt purposes.

Section 7.5 Conflict of Interest. If any person who is a Board member or employee of the Corporation is aware that the Corporation is about to enter into any business transaction directly or indirectly with himself or herself, any member of his or her family, or any entity in which he or she has any legal, equitable or fiduciary interest or position, including without limitation as a Board member, officer, shareholder, partner, or beneficiary such person shall (a) immediately inform those charged with approving the transaction on behalf of the Corporation of his or her interest or position, (b) aid the persons charged with making the decision by disclosing any material facts within his or her knowledge that bear on the advisability of such transaction from the standpoint of the Corporation and (c) not be entitled to vote on the decision to enter into such transaction.

Section 7.6 Loans to Board Members and Officers Prohibited. No loans shall be made by the Corporation to any of its Board members or officers. Any Board member or officer who assents to or participates in the making of any such loan shall be liable to the Corporation for the amount of such loan until it is repaid.

Section 7.7 References to Internal Revenue Code. All references in these Bylaws to provisions of the Internal Revenue Code are to the provision of the Internal Revenue Code of 1986, as amended, and shall include the corresponding provisions of any subsequent federal tax laws.

Section 7.8 Amendments. The power to alter, amend or repeal these Bylaws and adopt new bylaws shall be vested in the Board.

Section 7.9 Severability. The invalidity of any provision of these Bylaws shall not affect the other provisions hereof, and in such event these Bylaws shall be construed in all respects as if such invalid provision were omitted.

These Bylaws adopted by the _____________, 1999. , Secretary 439961v3/neh