AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
THE GREAT SALT LAKE YACHT CLUB
KNOW ALL MEN BY THESE PRESENTS:
The undersigned, constituting all of the directors of the captioned corporation, a
corporation under the Utah Revised Business Corporation Act (hereinafter referred to as the
Act), do hereby adopt the following Amended and Restated Articles of Incorporation:
ARTICLE I
NAME AND DURATION
The name of the corporation is THE GREAT SALT LAKE YACHT CLUB (the
Corporation). The duration of the Corporations existence shall be perpetual, or until
voluntarily dissolved, or until dissolved by operation of law.
ARTICLE II
AMENDMENT AND VOTING INFORMATION
These Amended and Restated Articles were adopted pursuant to the affirmative vote of in
excess of two-thirds (2/3) of the shareholders of the Corporation present at a meeting held April
3, 2001. The number of shares of the Corporation present and entitled to vote on these Amended
and Restated Articles at the foregoing meeting was __________________ (______). ________of
such shares were voted in favor of these Amended and Restated Articles, and _______ of such
shares were voted against these Amended and Restated Articles.
ARTICLE III
PURPOSE
The purposes of the Corporation are to encourage and promote the sport of sailing and
related activities, and to engage in any and all lawful businesses and activities authorized or
permitted by the Act.
ARTICLE IV
STOCK
The aggregate number of shares of stock which this Corporation shall have authority to issue
shall be Fifty Thousand (50,000) shares of common stock, with a par value of $100.00 per share.
ARTICLE V
DIRECTORS/TRUSTEES
The Corporations Board of Directors shall be composed of between six (6) and eleven (11)
Directors, as such number shall be from time to time determined by the shareholders. The
Directors of the Corporation may also from time to time be referred to as the Trustees, with the
understanding that such terminology shall refer to the Directors. The names and addresses of the
persons who are to serve as Directors/Trustees until the next annual meeting of shareholders or
until their successors are elected and qualified are:
NAME RESIDENCE ADDRESS
Tim Adams 283 East Island Road
Saratoga Springs, Utah 84043
Gerry Brown 9269 South Burgundy Street
Sandy, Utah 84070
Darin Christensen 3458 South 8289 West
Magna, Utah 84044
Al Kofoed c/o 4141 South Highland Drive, Suite 210
Salt Lake City, Utah 84124
Daniel Merriman 10220 Roseboro Road
Sandy, Utah 84092
Eugene Morgan 1311 Cross Street
Ogden, Utah 84404
Bryant Pratt 6232 South 340 East
Murray, Utah 84107
Warren Stockton 11222 South Woodfield Road
South Jordan, Utah 84095
Alicia Schilder 11673 South Casper Road
Sandy, Utah 84092
ARTICLE VI
OFFICERS
The names, offices, and residence addresses of the persons who are to serve as officers
until the next annual meeting of Directors/Trustees or until their successors are elected and
qualified are:
NAME AND OFFICE RESIDENCE ADDRESS
Eugene Morgan 1311 Cross Street
Commodore/President Ogden, Utah 84404
Gerry Brown 9269 South Burgundy Street
Vice Commodore/Vice President Sandy, Utah 84070
Bryant Pratt 6232 South 340 East
Rear Commodore/Vice President Murray, Utah 84107
Alicia Schilder 11673 South Casper Road
Secretary Sandy, Utah 84092
Al Kofoed c/o 4141 South Highland Drive, Suite 210
Treasurer Salt Lake City, Utah 84124
ARTICLE VII
REGISTERED OFFICE AND REGISTERED AGENT
The address of the registered office of the Corporation is c/c 4141 South Highland Drive,
Suite 210, Salt Lake City, Utah 84124. The name of the registered agent at that address is AL
KOFOED. The registered office of the Corporation or the registered agent may be changed,
without amendment to the Articles of Incorporation, by action of the Corporations Board of
Directors.
ARTICLE VIII
AMENDMENT
The articles of this Corporation may be amended by the action of a majority of the
holders of all shares present and entitled to vote at the shareholders meetings of the Corporation.
ARTICLE IX
NO PREEMPTIVE RIGHTS
Shareholders shall not have preemptive rights with respect to new or additional shares
from time to time issued by the Corporation.
ARTICLE X
INDEMNIFICATION OF DIRECTORS AND OFFICERS
To the extent permitted under the laws of the State of Utah, the Corporation shall
indemnify its Directors/Trustees and officers from and against any and all loss, damage, liability,
and expense incurred by such person as a consequence of actions taken by such person in
connection with his or her responsibilities as a Director/Trustee or officer of the Corporation.
ARTICLE XI
RESTRICTIONS ON TRANSFER
Any limitation or restriction upon the transfer of stock of the Corporation shall be set
forth in: (i) the Bylaws of the Corporation as from time to time in effect, and (ii) certain
Member Agreements or other similar agreements from time to time executed by the
Corporation and various shareholders of the Corporation.
DATED as of ________________, 2001.
__________________________________ _______________________________
TIM ADAMS EUGENE MORGAN
__________________________________ _______________________________
GERRY BROWN BRYANT PRATI
__________________________________ _______________________________
DARIN CHRISTENSEN WARREN STOCKTON
__________________________________ _______________________________
AL KOFOED ALICIA SCHILDER
__________________________________
DANIEL MERRIMAN
I, AL KOFOED, hereby accept the designation as registered agent of THE GREAT
SALT LAKE YACHT CLUB.
___________________________________
AL KOFOED