8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  February 2, 2009

MEADOW VALLEY CORPORATION

(Exact Name of Registrant as Specified in Charter)

Nevada	0-25428	88-0328443
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4602 East Thomas Road, Phoenix, Arizona 85018

(Address of Principal Executive Offices)  (Zip Code)

(602) 437-5400

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\

Introductory Note

On February 2, 2009, Meadow Valley Corporation (the “Company”) completed its merger (the “Merger”) with Phoenix Merger Sub, Inc. (“Merger Sub”) pursuant to which Merger Sub merged with and into the Company with the Company continuing as the surviving corporation.  The Merger was completed pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 28, 2008, among Phoenix Parent Corp. (n/k/a Meadow Valley Parent Corp.) (“Parent”), Merger Sub and the Company.  Pursuant to the Merger, the Company has become a wholly-owned subsidiary of Meadow Valley Holdings LLC (“Holdings”), a Texas limited liability company organized by affiliates of Insight Equity Holdings LLC (“Insight Equity”), Bradley E. Larson, Meadow Valley’s Chief Executive Officer, Kenneth D. Nelson, Meadow Valley’s Chief Administrative Officer, Robert W. Bottcher, Arizona Area President of Meadow Valley Contractors, Inc. (together with Bradley E. Larson and Kenneth D. Nelson, the “Rollover Participants”), and an affiliate of LBC Credit Partners, Inc. (collectively, the “Investors”).

Item 1.01.  Entry into a Material Definitive Agreement.

In connection with the Merger, on February 2, 2009, the Company and certain of its affiliates entered into that certain (i) Revolving Credit Loan and Security Agreement with Capital One Leverage Finance Corp., as agent and a lender (the “Revolving Loan Facility”); (ii) Term Loan and Security Agreement with LBC Credit Partners II, L.P. (“LBC”), as agent and a lender (the “First Term Loan Facility”); and (iii) Term Loan and Security Agreement with LBC, as agent and a lender (the “Second Term Loan Facility”).

Revolving Loan Facility

The Revolving Loan Facility executed by the Company and certain of its affiliates provides for an up to five-year revolving loan in an aggregate principal amount not to exceed $25,000,000.

Interest Rate and Fees. Loans under the Revolving Loan Facility bear interest at either (i) a rate equal to LIBOR plus the LIBOR margin, which rate will not be less than 3.00% per annum, or (ii) a rate equal to the base rate plus the base rate margin.

Guarantors.  All obligations under the Revolving Loan Facility are guaranteed by the Company and certain of its subsidiaries.

Security.  All obligations under the Revolving Loan Facility are secured, subject to permitted liens and other agreed upon exceptions, by a lien on substantially all present and future assets of the borrowers and guarantors.

Other Terms.  The Revolving Loan Facility contains customary representations and warranties and customary affirmative and negative covenants (in each case, with customary and negotiated exceptions, carve-outs, baskets and materiality qualifiers), including, among other things, restrictions on indebtedness, liens, investments, sales of assets, mergers and consolidations and dividends, distributions and other payments in respect of capital stock, and a maximum total leverage ratio.  The Revolving Loan Facility also includes customary terms and conditions, including prepayment penalties and events of default (subject to cure periods and carve-outs), including upon a change of control.

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First Term Loan Facility

The First Term Loan Facility executed by the Company and certain of its affiliates provides for an up to five-year term loan in an aggregate principal amount of $10,000,000.

Interest Rate and Fees.  Loans under the First Term Loan Facility bear interest at either (i) a rate equal to LIBOR plus the LIBOR margin, which rate will not be less than 12.50% per annum, or (ii) a rate equal to the base rate plus the base rate margin, which rate will not be less than 12.75% per annum.

Guarantors. All obligations under the First Term Loan Facility are guaranteed by the Company and certain of its affiliates.

Security. All obligations under the First Term Loan Facility are secured, subject to permitted liens and other agreed upon exceptions, by a lien on substantially all present and future assets of the borrowers and guarantors.

Other Terms.  The First Term Loan Facility contains customary representations and warranties and customary affirmative and negative covenants (in each case, with customary and negotiated exceptions, carve-outs, baskets and materiality qualifiers), including, among other things, restrictions on indebtedness, liens, investments, sales of assets, mergers and consolidations and dividends, distributions and other payments in respect of capital stock, and a maximum total leverage ratio.  The First Term Loan Facility also includes customary terms and conditions, including prepayment penalties and events of default (subject to cure periods and carve-outs), including upon a change of control.

Second Term Loan Facility

The Second Term Loan Facility executed by the Company and certain of its affiliates provides for an up to five-year term loan in an aggregate principal amount of $19,000,000.

Interest Rate and Fees. Loans under the Second Term Loan Facility bear cash interest and paid in kind interest at negotiated rates.

Guarantors. All obligations under the Second Term Loan Facility are guaranteed by the Company and certain of its affiliates, of which certain guaranties are secured.

Security.  All obligations under the Second Term Loan Facility are secured, subject to permitted liens and other agreed upon exceptions, by a lien on substantially all present and future assets of Parent.

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Other Terms.  The Second Term Loan Facility contains customary representations and warranties and customary affirmative and negative covenants (in each case, with customary and negotiated exceptions, carve-outs, baskets and materiality qualifiers), including, among other things, restrictions on indebtedness, liens, investments, sales of assets, mergers and consolidations and dividends, distributions and other payments in respect of capital stock, and a maximum total leverage ratio. The Second Term Loan Facility also includes customary terms and conditions, including prepayment penalties and events of default (subject to cure periods and carve-outs), including upon a change of control.

Item 2.03.  Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information regarding the new credit facilities set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Item 3.01.  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the Merger, the Company notified The Nasdaq Stock Market, LLC (the “NASDAQ”) on February 2, 2009 that, at the effective time of the Merger, each share of common stock of the Company (other than all or a portion of the shares held by the Rollover Participants) was cancelled and converted into the right to receive $11.25 in cash, without interest, and requested that NASDAQ file with the Securities and Exchange Commission an application on Form 25 to report that the shares of common stock of the Company are no longer listed on NASDAQ.

Item 3.03.  Material Modification to Rights of Securityholders.

In connection with the Merger, each share of common stock of the Company (other than all or a portion of the shares held by the Rollover Participants) was cancelled and converted into the right to receive $11.25 in cash, without interest.

In accordance with the Merger Agreement, the Rights Agreement dated as of February 13, 2007, as amended on July 28, 2008, by and between the Company and Corporate Stock Transfer, Inc., as rights agent, terminated immediately prior to the effective time of the Merger.

Item 5.01.  Change in Control of Registrant.

On February 2, 2009, pursuant to the terms of the Merger Agreement, the Investors consummated the acquisition of the Company through the merger of Merger Sub with and into the Company.  The Company was the surviving corporation in the Merger, and became a wholly-owned subsidiary of Parent and an indirect wholly-owned subsidiary of Holdings.  Through their respective ownership interests in Holdings, the Investors own 100% of the capital stock of the Company.  The aggregate purchase price paid for all of the outstanding common stock of the Company (other than all or a portion of the shares held by the Rollover Participants) was approximately $56.5 million, which purchase price was funded by equity financing from the Investors and borrowings under the new credit facilities of the Company described in Item 1.01 above.  The information regarding the new credit facilities set forth in Item 1.01 is incorporated by reference into this Item 5.01.

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The shares of the Company’s common stock acquired by Parent in the Merger (the “Pledged Shares”) were pledged as collateral security for a portion of the debt financing pursuant to a Pledge Agreement (the “Pledge Agreement”), dated February 2, 2009, made by Parent in favor of LBC, as agent for the lenders under the Second Term Loan Facility.  In the event Parent defaults under its obligations pursuant to the Pledge Agreement, the lenders would acquire rights with respect to the Pledged Shares, including the right to sell the Pledged Shares to a third party.  Any such sale could result in a change of control of the Company.

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each of Messrs. Charles E. Cowan, Charles R. Norton, Don A. Patterson, Bradley E. Larson and Kenneth D. Nelson resigned as directors of the Company.  Immediately following such resignations, four new directors, were appointed to the Company’s board of directors.  The new directors are Messrs. Ted W. Beneski (Chairman), Victor L. Vescovo, Conner Searcy and Chris Zugaro.

The executive officers of the Company and their respective titles prior to the Merger were as follows: Bradley E. Larson, President and Chief Executive Officer, Kenneth D. Nelson, Vice President and Chief Administrative Officer, David D. Doty, Chief Financial Officer, Principal Accounting Officer, Secretary and Treasurer, Robert W. Bottcher, Arizona Area President of Meadow Valley Contractors, Inc., a wholly-owned subsidiary of the Company, and Robert Terril, Nevada Area President of Meadow Valley Contractors, Inc., a wholly-owned subsidiary of the Company.  The executive officers of the Company and their respective titles following the Merger are as follows:  Ted W. Beneski, President, Victor L. Vescovo, Managing Director, Secretary and Vice President, Conner Searcy, Executive Director and Treasurer, Chris Zugaro, Vice President, Bradley E. Larson, Chief Executive Officer, Kenneth D. Nelson, Chief Administrative Officer, and David D. Doty, Chief Financial Officer.

Ted W. Beneski, who was appointed as President of the Company, is 52 years old and serves as Chief Executive Officer and Managing Partner of Insight Equity, a private equity fund that acquired a controlling interest in the Company in connection with the Merger, and its related investment funds and management company.  Mr. Beneski co-founded Insight Equity in June of 2002.

Item 5.03.  Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

In connection with the consummation of the Merger, the Company’s articles of incorporation and bylaws were amended and restated as of the effective time of the Merger.  Copies of the restated articles of incorporation and amended and restated bylaws of the Company are attached as Exhibits 3.1 and 3.2 hereto and are incorporated herein by reference.

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Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.	Description
3.1	Amended and Restated Articles of Incorporation of the Company.
3.2	Amended and Restated Bylaws of the Company.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  February 6, 2009

MEADOW VALLEY CORPORATION
By:	/s/ David D. Doty
Name:	David D. Doty
Title:	Chief Financial Officer

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EX-3.1

Exhibit 3.1

	ROSS MILLER
	Secretary of State
	206 North Carson Street
	Carson City, Nevada 89701-4299
	(775) 684 5708
	Website:  www.nvsos.gov

AMENDED & RESTATED

Articles of Incorporation

(PURSUANT TO NRS CHAPTER 78)

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

1. Name of Corporation:	Meadow Valley Corporation
2. Registered Agent for Service of Process: (check only one box)
	x  Commercial Registered Agent:	Capitol Corporate Services, Inc.
		Name
	o  Noncommercial Registered Agent	OR	o  Office or Position with Entity
	(name and address below)		(name and address below)
	Name of Noncommercial Registered Agent   OR   Name of Title of Office or Other Position with Entity
				Nevada
	Street Address		City		Zip Code
				Nevada
	Mailing Address (if different from street address)		City		Zip Code

3. Authorized Stock: (number of shares corporation is	Number of				Number of
	shares with par value:	100	Par value per share: $	0.01	shares without	0

authorized to issue) par value:

4. Names and Addresses of the Board of Directors/Trustees: (each Director/Trustee must be a natural person at least 18 years of age; attach additional page if more than two directors/trustees)
	1)	Ted W. Beneski
		Name
	1400 Civic Place, Suite 250		Southlake	TX	76092
	Street Address		City	State	Zip Code
	2)	Victor  L. Vescovo
		Name
	1400 Civic Place, Suite 250		Southlake	TX	76092
	Street Address		City	State	Zip Code
5. Purpose: (optional; see instructions)
	The purpose of the corporation shall be:
	The transaction of any and all lawful business
6. Name, Address and Signature of Incorporator: (attach additional page if more than one incorporator)			X N/A
	Curtis G. Carlson
	Name		Incorporator Signature
	1445 Ross Avenue, Suite 2700		Dallas	TX	75202
	Address		City	State	Zip Code
7. Certificate of Acceptance of Appointment of Registered Agent:
	I hereby accept appointment as Registered Agent for the above named Entity.
	X
	Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity				Date

	Nevada Secretary of State NRS 78 Articles
This form must be accompanied by appropriate fees.	Revised on 7-1-08

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

MEADOW VALLEY CORPORATION

A Nevada corporation

(continued)

ARTICLE IV (continued)

NAMES AND ADDRESSES OF THE BOARD OF DIRECTORS

Connor Searcy       1400 Civic Place, Suite 250

Southlake, Texas 76092

Chris Zugaro       1400 Civic Place, Suite 250

  Southlake, Texas 76092

ARTICLE VIII

DIRECTOR VACANCIES

Vacancies in the board of directors (the “Board”) of Meadow Valley Corporation (the “Company”), including those caused by an increase in the number of directors, shall be filled by a stockholder vote at an annual or special meeting of the stockholders.  No vacancy in the Board shall be filled by the remaining directors.

ARTICLE IX

DIRECTORS’ AND OFFICERS’ LIABILITY

Without limiting the limitation of liability of directors and officers provided by NRS 78.138(7), as amended, a director or officer of the Company shall not be individually liable to the Company or its stockholders or creditors for any damages as a result of any act or failure to act in the person’s capacity as a director or officer unless it is proven that:  (i) the act or failure to act constituted a breach of the person’s fiduciary duties as a director or officer; and (ii) the breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

ARTICLE X

INDEMNITY

Every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith.  Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person.  The expenses of such directors, officers or representatives incurred in defending a civil or criminal action, suit or proceeding must be paid by the Company as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of such person to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Company.  Such right of indemnification shall not be exclusive of any other right which such director, officer or representative may have or hereafter acquire, and, without

limiting the generality of such statement, such person shall be entitled to his right of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise.

Without limiting the application of the foregoing, the board of directors may adopt bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the Company to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Company, or is or was serving at the request of the Company as director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Company would have the power to indemnify such person.

The indemnification provided in this Article shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such person.

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

MEADOW VALLEY CORPORATION

A Nevada corporation

Adopted by the Board of Directors

as of

February 2, 2009

AMENDED AND RESTATED BYLAWS

OF

MEADOW VALLEY CORPORATION

A Nevada corporation

TABLE OF CONTENTS

Page

ARTICLE I STOCKHOLDERS			1
	1.01.	Annual Meeting	1
	1.02.	Special Meetings	1
	1.03.	Place of Meetings	1
	1.04.	Quorum; Adjourned Meetings	1
	1.05.	Voting	2
	1.06.	Proxies	2
	1.07.	Action Without Meeting	2
ARTICLE II DIRECTORS			2
	2.01.	Management of Company	2
	2.02.	Number, Tenure, and Qualifications	2
	2.03.	Removal; Vacancies	3
	2.04.	Annual and Regular Meetings	3
	2.05.	First Meeting	3
	2.06.	Special Meetings	3
	2.07.	Business of Meetings	4
	2.08.	Quorum; Adjourned Meetings	4
	2.09.	Committees	4
	2.10.	Action Without Meeting	4
	2.11.	Special Compensation	5
ARTICLE III NOTICES			5
	3.01.	Notice of Meetings	5
	3.02.	Effect of Irregularly Called Meetings	5
	3.03.	Waiver of Notice	5
ARTICLE IV OFFICERS			6
	4.01.	Election	6
	4.02.	Chairman of the Board	6
	4.03.	Vice Chairman of the Board	6
	4.04.	President	6
	4.05.	Vice-President	6
	4.06.	Secretary	6
	4.07.	Assistant Secretaries	7
	4.08.	Treasurer	7
	4.09.	Assistant Treasurers	7
	4.10.	Compensation	7
	4.11.	Removal; Resignation	7

ARTICLE V CAPITAL STOCK			7
	5.01.	Certificates	7
	5.02.	Surrendered; Lost or Destroyed Certificates	8
	5.03.	Replacement Certificates	8
	5.04.	Record Date	8
	5.05.	Registered Owner	8
ARTICLE VI GENERAL PROVISIONS			9
	6.01.	Registered Office	9
	6.02.	Distribution	9
	6.03.	Reserves	9
	6.04.	Checks; Notes	9
	6.05.	Fiscal Year	9
	6.06.	Corporate Seal	9
ARTICLE VII INDEMNIFICATION			10
	7.01.	Indemnification of Officers and Directors, Employees and Other Persons	10
	7.02.	Insurance	10
	7.03.	Further Bylaws	10
ARTICLE VIII AMENDMENTS			10
	8.01.	Amendments by Stockholders	10
	8.02.	Amendments by Board	11
CERTIFICATE OF SECRETARY			12

AMENDED AND RESTATED BYLAWS

OF

MEADOW VALLEY CORPORATION

A Nevada corporation

ARTICLE I

STOCKHOLDERS

1.01. Annual Meeting

Annual meetings of the stockholders, commencing with the year 2009, shall be held at such time as may be set by the board of directors (the “Board”) of Meadow Valley Corporation (the “Company”) from time to time, at which the stockholders shall elect by vote a Board and transact such other business as may properly be brought before the meeting.

1.02. Special Meetings

Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the Chairman of the Board or Managing Director by resolution of the Board or at the request in writing of stockholders owning a majority of the entire capital stock of the Company issued and outstanding and entitled to vote.  Such request shall state the purpose of the proposed meeting.

1.03. Place of Meetings

All annual meetings of the stockholders shall be held at the registered office of the Company or at such other place within or without the State of Nevada as the Board shall determine.  Special meetings of the stockholders may be held at such time and place within or without the State of Nevada as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof.  Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

1.04. Quorum; Adjourned Meetings

The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation.  If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

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1.05. Voting

Each stockholder of record of the Company holding stock which is entitled to vote at a meeting of stockholders shall be entitled at such meeting to one vote for each share of stock standing in such stockholder’s name on the books of the Company.  Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting shall be by ballot.

Upon the existence of a quorum at any meeting and unless the statutes or the Articles of Incorporation provide for a different proportion, (a) the election of directors is approved by the vote of the holders of a plurality of the votes cast in person or represented by proxy, and (b) any matter other than the election of directors is approved if the number of votes cast in favor of the matter exceeds the number of votes cast in opposition to the matter.

1.06. Proxies

At any meeting of the stockholders, any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing.  In the event that any such instrument in writing shall designate two or more persons to act as proxies, the voting of the shares or other securities that are subject to the proxies shall be as follows:  (a) if only one votes, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide; (b) if more than one votes, then the majority of such votes binds all of the persons so designated unless the instrument shall otherwise provide; or (c) if more than one votes and the vote is evenly split, then each faction may vote the shares or other securities in question proportionately.  No proxy or power of attorney to vote shall be used to vote at a meeting of the stockholders unless it shall have been filed with the secretary of the meeting.  All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the inspector(s) of election who shall be appointed by the Board, or if not so appointed, then by the presiding officer of the meeting.

1.07. Action Without Meeting

Any action which may be taken by the vote of the stockholders at a meeting may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power, unless the provisions of the statutes or of the Articles of Incorporation require a greater proportion of voting power to authorize such action in which case such greater proportion of written consents shall be required.

ARTICLE II

DIRECTORS

2.01. Management of Company

The business of the Company shall be managed by its Board which may exercise all such powers of the Company and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

2.02. Number, Tenure, and Qualifications

The number of directors which shall constitute the whole Board shall be four (4).  The number of directors may from time to time be increased or decreased to not less than one nor more than 15 by action of the Board.  The directors shall be elected at an annual or special meeting of the stockholders and, except as provided in Section 2.03 of this Article, each director elected shall hold office until such director’s successor is elected and qualified.  Directors need not be stockholders.

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2.03. Removal; Vacancies

The holders of no less than two-thirds (2/3rds) of the outstanding shares of stock entitled to vote may at any time peremptorily terminate the term of office of all or any of the directors by vote at a meeting called for such purpose or by a written statement filed with the Secretary or, in the Secretary’s absence, with any other officer.  Such removal shall be effective immediately, even if successors are not elected simultaneously.

A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation or removal of any director(s) or if the authorized number of directors be increased.

Vacancies in the Board, including those caused by an increase in the number of directors, may be filled by a stockholder vote at an annual or a special meeting of the stockholders.  No vacancy in the Board may be filled by the remaining directors.

If the Board accepts the resignation of a director tendered to take effect at a future time, the stockholders shall have power to elect a successor to take office when the resignation is to become effective.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

2.04. Annual and Regular Meetings

Annual and regular meetings of the Board shall be held at any place within or without the State of Nevada which has been designated from time to time by the Chairman of the Board.  In the absence of such designation, annual and regular meetings shall be held at the registered office of the Company.  Regular meetings of the Board may be held without call or notice at such time and at such place as shall from time to time be fixed and determined by the Chairman of the Board.

2.05. First Meeting

The first meeting of each newly elected Board shall be held immediately following the adjournment of the meeting of stockholders and at the place thereof.  No notice of such meeting shall be necessary to the directors in order legally to constitute the meeting, provided a quorum is present.  In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board.

2.06. Special Meetings

Special meetings of the Board may be called by the Chairman of the Board.

Written notice of the time and place of special meetings shall be delivered personally to each director, or sent to each director by mail or by other form of written communication (including email), charges (if any) prepaid, addressed to him at his address as it is shown upon the records or if not readily ascertainable, at the place in which the meetings of the directors are regularly held.  In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company at least three days prior to the time of the holding of the meeting.  In case such notice is hand-delivered or emailed as above provided, it shall be so delivered at least 24 hours prior to the time of the holding of the meeting.  Such mailing, telegraphing or other delivery as above provided shall be due, legal and personal notice to such director.

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2.07. Business of Meetings

The transactions of any meeting of the Board, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof.  All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

2.08. Quorum; Adjourned Meetings

A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided.  Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles of Incorporation.  Any action of a majority, although not at a regularly called meeting, and the record thereof, if assented to in writing by all of the other members of the Board shall be as valid and effective in all respects as if passed by the Board in regular meeting.

A quorum of the directors may adjourn any directors’ meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the directors present at any directors meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Notice of the time and place of holding an adjourned meeting need not be given to the absent directors if the time and place be fixed at the meeting adjourned.

2.09. Committees

The Board may, by resolution adopted by a majority of the whole Board, designate one or more committees of the Board, each committee to consist of at least one or more of the directors of the Company which, to the extent provided in the resolution, shall have and may exercise the power of the Board in the management of the business and affairs of the Company.  Such committee or committees shall have such name or names as may be determined from time to time by the Board.  The members of any such committee present at any meeting and not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another member of the Board to act at the meeting in the place of any absent or disqualified member of the committee.  At meetings of such committees, a majority of the members or alternate members shall constitute a quorum for the transaction of business, and the act of a majority of the members or alternate members at any meeting at which there is a quorum shall be the act of the committee.

The committees shall keep regular minutes of their proceedings and report the same to the Board.

2.10. Action Without Meeting

Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

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2.11. Special Compensation

The directors may be paid their expenses of attendance at each meeting of the Board and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary as director.  No such payment shall preclude any director from serving the Company in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.

ARTICLE III

NOTICES

3.01. Notice of Meetings

Notices of meetings shall be in writing and signed by the Chairman of the Board or Managing Director or the Secretary or an Assistant Secretary or by such other person or persons as the directors shall designate.  Such notice shall state the purpose or purposes for which the meeting is called and the time and the place, which may be within or without this State, where it is to be held.  A copy of such notice shall be either delivered personally to or shall be mailed, postage prepaid, to each stockholder of record entitled to vote at such meeting not less than 10 nor more than 60 days before such meeting.  If mailed, it shall be directed to a stockholder at such stockholder’s address as it appears upon the records of the Company and upon such mailing of any such notice, the service thereof shall be complete and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such stockholder.  Personal delivery of any such notice to any officer of a corporation or association, or to any member of a partnership or limited liability company shall constitute delivery of such notice to such corporation, association, partnership or limited liability company.  In the event of the transfer of stock after delivery of such notice of and prior to the holding of the meeting it shall not be necessary to deliver or mail notice of the meeting to the transferee.

3.02. Effect of Irregularly Called Meetings

Whenever all parties entitled to vote at any meeting, whether of directors or stockholders, consent, either by a writing on the records of the meeting or filed with the Secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time, and if any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting; and such consent or approval of stockholders may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.

3.03. Waiver of Notice

Whenever any notice whatever is required to be given under the provisions of the statutes, of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

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ARTICLE IV

OFFICERS

4.01. Election

The officers of the Company shall be chosen by the Board and shall be a President, a Secretary, a Treasurer and such other officer with such titles and duties as the Board may determine, none of whom need be directors.  Any person may hold one or more offices.  The Board may appoint a Chairman of the Board, Vice-Chairman of the Board, one or more Vice Presidents, Assistant Treasurers, and Assistant Secretaries and such other officers as the Board determines.

4.02. Chairman of the Board

The Chairman of the Board shall preside at meetings of the stockholders and the Board, and shall see that all orders and resolutions of the Board are carried into effect.

4.03. Vice Chairman of the Board

The Vice-Chairman shall, in the absence or disability of the Chairman of the Board, perform the duties and exercise the powers of the Chairman of the Board and shall perform such other duties as the Board may from time to time prescribe.

4.04. President

The President shall be the chief operating officer of the Company and shall have active management of the business of the Company.  The President shall execute on behalf of the Company all instruments requiring such execution except to the extent the signing and execution thereof shall be expressly designated by the Board to some other officer or agent of the Company.

4.05. Vice-President

The Vice-President shall act under the direction of the President and in the absence or disability of the President shall perform the duties and exercise the powers of the President.  The Vice-President shall perform such other duties and have such other powers as the President or the Board may from time to time prescribe.  The Board may designate one or more Executive Vice-Presidents or may otherwise specify the order of seniority of the Vice-Presidents.  The duties and powers of the President shall descend to the Vice-Presidents in such specified order of seniority.

4.06. Secretary

The Secretary shall act under the direction of the President.  Subject to the direction of the President, the Secretary shall attend all meetings of the Board and all meetings of the stockholders and record the proceedings.  The Secretary shall perform like duties for the standing committees when required.  The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board, and shall perform such other duties as may be prescribed by the President or the Board.

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4.07. Assistant Secretaries

The Assistant Secretaries shall act under the direction of the President.  In order of their seniority, unless otherwise determined by the President or the Board, they shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary.  They shall perform such other duties and have such other powers as the President or the Board may from time to time prescribe.

4.08. Treasurer

The Treasurer shall act under the direction of the President.  Subject to the direction of the President, the Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit all monies and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Board.  The Treasurer shall disburse the funds of the Company as may be ordered by the President or the Board, taking proper vouchers for such disbursements, and shall render to the President and the Board, at its regular meetings, or when the Board so requires, an account of all transactions as Treasurer and of the financial condition of the Company.

If required by the Board, the Treasurer shall give the Company a bond in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of such person’s office and for the restoration to the Company, in case of such person’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in such person’s possession or under such person’s control belonging to the Company.

4.09. Assistant Treasurers

The Assistant Treasurers in the order of their seniority, unless otherwise determined by the President or the Board, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer.  They shall perform such other duties and have such other powers as the President or the Board may from time to time prescribe.

4.10. Compensation

The salaries and compensation of all officers of the Company shall be fixed by the Board.

4.11. Removal; Resignation

The officers of the Company shall hold office at the pleasure of the Board.  Any officer elected or appointed by the Board may be removed at any time for any reason or no reason by the Board.  Any vacancy occurring in any office of the Company by death, resignation, removal or otherwise may be filled by the Board.

ARTICLE V

CAPITAL STOCK

5.01. Certificates

Every stockholder shall be entitled to have a certificate signed by the President or a Vice-President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Company, certifying the number of shares owned by such person in the Company.  If the Company shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights, shall be set forth in full, summarized, or otherwise referred to on the face or back of the certificate which the Company shall issue to represent such stock.

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If a certificate is signed (a) by a transfer agent other than the Company or its employees or (b) by a registrar other than the Company or its employees, the signatures of the officers of the Company may be facsimiles.  In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall cease to be such officer before such certificate is issued, such certificate may be issued with the same effect as though the person had not ceased to be such officer.  The seal of the Company, or a facsimile thereof, may, but need not be, affixed to certificates of stock.

5.02. Surrendered; Lost or Destroyed Certificates

The Board may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Company alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed.  When authorizing such issue of a new certificate or certificates, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or the owner’s legal representative, to advertise the same in such manner as it shall require and/or give the Company a bond in such sum as it may direct as indemnity against any claim that may be made against the Company with respect to the certificate alleged to have been lost or destroyed.

5.03. Replacement Certificates

Upon surrender to the Company or the transfer agent of the Company of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Company, if it is satisfied that all provisions of the laws and regulations applicable to the Company regarding transfer and ownership of shares have been complied with, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

5.04. Record Date

The Board may fix in advance a date not exceeding 60 days nor less than 10 days preceding the date of any meeting of stockholders, or the date for the payment of any distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of and to vote at any such meeting, and any adjournment thereof, or entitled to receive payment of any such distribution, or to give such consent, and in such case, such stockholders, and only such stockholders as shall be stockholders of record on the date so fixed, shall be entitled to notice of and to vote at such meeting, or any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Company after any such record date fixed as aforesaid.

5.05. Registered Owner

The Company shall be entitled to recognize the person registered on its books as the owner of shares to be the exclusive owner for all purposes including voting and distribution, and the Company shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

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ARTICLE VI

GENERAL PROVISIONS

6.01. Registered Office

The designated registered office of the Company within the State of Nevada is 202 South Minnesota Street, Carson City, Nevada and the designated registered agent is Capitol Corporate Services, Inc.

The Company may also have offices at such other places both within and without the State of Nevada as the Board may from time to time determine or the business of the Company may require.

6.02. Distribution

Distribution upon the capital stock of the Company, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board at any regular or special meeting, pursuant to applicable law.  Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.

6.03. Reserves

Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends or for repairing or maintaining any property of the Company or for such other purpose as the directors shall think conducive to the interest of the Company, and the directors may modify or abolish any such reserve in the manner in which it was created.

6.04. Checks; Notes

All checks or demands for money and notes of the Company shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.

6.05. Fiscal Year

The fiscal year of the Company shall be fixed by resolution of the Board.

6.06. Corporate Seal

The Company may have a corporate seal, as may from time to time be determined by resolution of the Board.  If a corporate seal is adopted, it shall have inscribed thereon the name of the Company and the words “Corporate Seal” and “Nevada”.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

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ARTICLE VII

INDEMNIFICATION

7.01.  Indemnification of Officers and Directors, Employees and Other Persons

Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or a person of whom that person is the legal representative is or was a director or officer of the Company or is or was serving at the request of the Company or for its benefit as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith.  The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the Company as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that such person is not entitled to be indemnified by the Company.  Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person.  Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law or otherwise, as well as their rights under this Article.

7.02. Insurance

The Board may cause the Company to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Company would have the power to indemnify such person.

7.03. Further Bylaws

The Board may from time to time adopt further Bylaws with respect to indemnification and may amend these and such Bylaws to provide at all times the fullest indemnification permitted by the laws of the State of Nevada.

ARTICLE VIII

AMENDMENTS

8.01. Amendments by Stockholders

These Bylaws may be amended by a majority vote of all the stock issued and outstanding and entitled to vote for the election of directors.

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8.02. Amendments by Board

The Board by a majority vote of the whole Board at any meeting may amend these Bylaws, including Bylaws adopted by the stockholders.  Section 2.03 and any other provision of the Bylaws that the stockholders may from time to time specify shall not be amended by the Board.

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CERTIFICATE OF SECRETARY

I hereby certify that I am the Secretary of Meadow Valley Corporation, a Nevada corporation, and that the foregoing Bylaws, consisting of 11 pages, constitute the Amended and Restated Bylaws of Meadow Valley Corporation as duly adopted by the unanimous written consent of the Board and the consent of the sole stockholder as of February 2, 2009.

In Witness Whereof, I have hereunto subscribed my name this 2nd day of February 2009.

/s/ Victor L. Vescovo

Victor L. Vescovo, Secretary