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Effective: February 24, 2018
DATE FILED: November 19, 2021 3:22 PM
BY-LAWSFILING ID: 6DF811AE2D8C7
CASE NUMBER: 2020CV 30002
OF
BARLOW & SONS, INC.
ARTICLE I
Offices
The principal office of the corporation shall be designated from time to time by the
corporation and may be within or outside of Colorado.
‘The corporation may have such other offices, either within or outside Colorado, as the Board
of Directors may designate or as the business of the corporation may require from time to time.
The registered office of the corporation required by the Colorado Business Corporation Act to
be maintained in Colorado may be, but need not be, identical with the principal office, and the
address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE II
Shareholders
SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held during
the month of February _ of each year ona date and at a time fixed by the Board of Directors of the
corporation (or by the president in the absence of ‘action by the Board of Directors), beginning with
the year 2019 for the purpose of electing directors and for the transaction of such other business
as may come before the meeting. If the election of directors is not held on the day fixed as provided
herein for any annual meeting of the shareholders, or any adjournment thereof, the Board of
soon
Directors shall cause the election to be held at a special meeting of the shareholders as
thereafter as it may conveniently be held.
A shareholder may apply to the district court in the county in Colorado where the
corporation's principal office is located or, if the corporation has no principal office in Colorado, to
the district court of the county in which the corporation's registered office is located to seek an order
the
that a shareholder meeting be held (i) if an annual meeting was not held within six months after
last annual
close of the corporation's most recently ended fiscal year or fifteen months after its
meeting, whichever is earlier, or (ii) if the shareholde r participate d in a proper call of or proper
PLAINTIFF'S TRIAL EXHIBIT 3
demand for a special meeting and notice of the special meeting was not given within thirty days after
the date of the call or the date the last of the demands necessary to require calling of the meeting was
received by the corporation pursuant to C.R.S. §7-107-102(1)(b), or the special meeting was not held
in accordance with the notice.
SECTION 2. Special Meetings. Unless otherwise prescribed by statute, special meetings of
the shareholders may be called for any purpose by the president or by the Board of Directors. The
president shall call a special meeting of the shareholders if the corporation receives one or more
written demands for the meeting, stating the purpose or purposes for which it is to be held, signed
and dated by holders of shares representing at least ten percent of all the votes entitled to be cast on
any issue proposed to be considered at the meeting.
SECTION 3. Place of Meeting. The Board of Directors may designate any place, either
within or outside Colorado, as the place for any annual meeting or any special meeting called by the
Board of Directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or outside Colorado, as the place for such meeting. If no
designation is made, or if a special meeting is called other than by the board, the place of meeting
shall be the principal office of the corporation.
SECTION 4. Notice of Meeting. Written notice stating the place, date, and hour of the
mecting shall be given not less than ten nor more than sixty days before the date of the meeting,
except that (i) if the number of authorized shares is to be increased, at least thirty days' notice shall
be given, or (ii) any other longer notice period is required by the Colorado Business Corporation Act.
The secretary shall be required to give such notice only to shareholders entitled to vote at the meeting
except as otherwise required by the Colorado Business Corporation Act.
Notice of a special meeting shall include a description of the purpose or purposes of the
meeting. Notice of an annual meeting need not include a description of the purpose or purposes of
the meeting except the purpose or purposes shall be stated with respect to (i) an amendment to the
articles of incorporation of the corporation, (ii) a merger or share exchange in which the corporation
is a party and, with respect to a share exchange, in which the corporation's shares will be acquired,
(iii) a sale, lease, exchange or other disposition, other than in the usual and regular course of
business, of all or substantially all of the property of the corporation or of another entity which this
corporation controls, in each case with or without the goodwill, (iv) a dissolution of the corporation,
(v) restatement of the articles of incorporation, or (vi) any other purpose for which a statement of
purpose is required by the Colorado Business Corporation Act. Notice shall be given personally or
by mail, private carrier, telegraph, teletype, electronically transmitted facsimile or other form of wire
or wireless communication by or at the direction of the president, the secretary, or the officer or
persons calling the meeting, to each shareholder of record entitled to vote at such meeting. Ifmailed
and if in a comprehensible form, such notice shall be deemed to be given and effective when
deposited in the United States mail, properly addressed to the shareholder at his address as it appears
in the corporation's current record of shareholders, with first class postage prepaid. [fnotice is given
other than by mail, and provided that such notice is in a comprehensible form, the notice is given and
effective on the date actually received by the sharcholder.
If requested by the person or persons lawfully calling such meeting, the secretary shall give
notice thereof at corporate expense. No notice need be sent to any shareholder if three successive
notices mailed to the last known address of such shareholder have been returned as undeliverable
until such time as another address for such shareholder is made known to the corporation. by such
shareholder. In order to be entitled to receive notice of any meeting, a shareholder shall advise the
corporation in writing of any change in such shareholder's mailing address as shown on the
corporation's books and records.
When a meeting is adjourned to another date, time or place, notice need not be given of the
new date, time or place if the new date, time or place of such meeting is announced before
adjournment at the meeting at which the adjouwmment is taken. At the adjourned meeting the
corporation may transact any business which may have been transacted at the original meeting. Ifthe
adjournment is for more than 120 days, or if a new record date is fixed for the adjourned meeting, a
new notice of the adjourned meeting shall be given to cach shareholder of record entitled to vote at
the meeting as of the new record date.
A shareholder may waive notice of a meeting before or after the time and date of the meeting
by a writing signed by such shareholder. Such waiver shall be delivered to the corporation for filing
with the corporate records, but this delivery and filing shal! nat be conditions to the effectiveness of
the waiver. Further, by attending a meeting either in person or by proxy, a shareholder waives
abjection to lack of notice or defective notice of the meeting unless the shareholder objects at the
beginning of the meeting to the holding of the meeting or the transaction of business at the meeting
because of lack of notice or defective notice. By attending the meeting, the shareholder also waives
any objection to consideration at the meeting of a particular matter not within the purpose or
purposes described in the meeting notice unless the shareholder objects to considering the matter
when it is presented.
SECTION 5S. Fixing of Record Date. For the purpose of determining shareholders entitled to
G) notice of or vote at any meeting of shareholders or any adjournment thereof, (ii) receive
distributions or share dividends, (iii) demand a special meeting, or (iv) make a determination of
shareholders for any other proper purpose, the Board of Directors may fix a future date as the record
date for any such determination of shareholders, such date in any case to be not more than seventy
days, and, in case of a meeting of shareholders, not less than ten days, prior to the date on which the
particular action requiring such determination of shareholders is to be taken. [f no record date is
fixed by the directors, the record date shall be the day before the notice of the meeting is given to
shareholders, or the date on which the resolution of the Board of Directors providing for a
distribution is adopted, as the case may be. When a determination of shareholders entitled to vote at
any meeting of shareholders is made as provided in this section, such determination shall apply to
any adjournment thereof unless the Board of Directors fixes a new record date, which it must do if
the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
Unless otherwise specified when the record date is fixed, the time of day for such determination shall
be as of the corporation's close of business on the record date.
Notwithstanding the above, the record date for determining the shareholders entitled to take
action without a meeting or entitled to be given notice of action so taken shall be the date a writing
upon which the action is taken is first received by the corporation. The record date for determining
shareholders entitled to demand a special meeting shall be the date of the earliest of any of the
demands pursuant to which the meeting is called.
SECTION 6: Voting Lists. After a record date is fixed for a shareholders’ meeting, the
secretary shall make, at the earlier of ten days before such meeting or two business days after notice
of the meeting has been given, a complete list of the shareholders entitled to be given notice of such
meeting or any adjournment thereof. ‘The list shall be arranged by voting groups and within each
voting group by class or series of shares, shall be in alphabetical order within each class or series,
and shall show the address of and the number of shares of each class or series held by each
shareholder. For the period beginning the earlier of ten days prior to the meeting or two business
days after notice of the meeting is given and continuing through the meeting and any adjournment
thereof, this list shall be kept on file at the principal office of the corporation, or at a place (which
shall be identified in the notice) in the city where the meeting will be held. Such list shall be
available for inspection on written demand by any shareholder (including for the purpose of this
Section 6 any holder of voting trust certificates) or his agent or attorney during regular business
hours and during the period available for inspection. The original stock transfer books shall be prima
facie evidence as to who are the shareholders entitled to examine such list or transfer books or to
vote at any meeting of shareholders.
Any shareholder, his agent or attorney may copy the list during regular business hours and
during the period it is available for mspection, provided (i) the shareholder has been a shareholder
for at least three months immediately preceding the demand or holds at least five percent of all
outstanding shares of any class of shares as of the date of the demand, (ii) the demand is made in
good faith and for a purpose reasonably related to the demanding shareholder's interest as a
shareholder, (iii) the shareholder describes with reasonable particularity the purpose and the records
the shareholder desires to inspect, (iv) the records are directly connected with the described purpose,
and (v) the shareholder pays a reasonable charge covering the costs of labor and material for such
copies, not to exceed the estimated cost of production and reproduction.
SECTION 7: Recognition Procedure for Beneficial Owners. The Board of Directors may
adopt by resolution a procedure whereby a shareholder of the corporation may certify in writing to
the corporation that all or a portion of the shares registered in the name of such shareholder are held
for the account of a specified person or persons. The resolution may set forth (i) the types of
nominees to which it applies, (ii) the rights or privileges that the corporation will recognize in a
beneficial owner, which may include rights and privileges other than voting, (iii) the form of
certification and the information to be contained therein, (iv) if the certification is with respect to a
record date, the time within which the certification must be received by the corporation, (v) the
period for which the nominee's use of the procedure is effective, and (vi) such other provisions with
respect to the procedure as the board deems necessary or desirable. Upon receipt by the corporation
of a certificate complying with the procedure established by the Board of Directors, the persons
specified in the certification shall be deemed, for the purpose or purposes set forth in the
certification, to be the registered holders of the numberof shares specified in place of the shareholder
making the certification.
SECTION 8: Quorum and Manner of Acting. One-third of the votes entitled to be cast ona
matter by a voting group represented in person or by proxy, shal] constitute a quorum of that voting
group for action on the matter. If less than one-third of such votes are represented at a meeting, a
majority of the votes so represented may adjourn the meeting from time to time without further
notice, for a period not to exceed 120 days for any one adjournment. If a quorum is present at such
adjourned meeting, any business may be transacted which might have been transacted at the meeting
as originally noticed. The shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum, unless the meeting is adjourned and a new record date is set for the adjourned
meeting.
ifa quorum exists, action on a matter other than the election of directors by a voting group is
approved if the votes cast within the voting group favoring the action exceed the votes cast within
the voting group opposing the action, unless the vote of a greater number or voting by classes is
required by law or the articles of incorporation.
SECTION 9: Proxies. At all meetings of shareholders, a shareholder may vote by proxy by
signing an appointment form or similar writing, either personally ot by his duly authorized attomey-
in-fact. A shareholder may also appoint a proxy by transmitting or authorizing the transmission ofa
telegram, teletype, or other electronic transmission providing a written statement of the appointment
to the proxy, a proxy solicitor, proxy support service organization, or other person duly authorized by
the proxy to receive appointments as agent for the proxy, or to the corporation. The transmitted
appointment shall set forth or be transmitted with written evidence from which it can be determined
that the shareholder transmitted or authorized the transmission of the appointment. The proxy
appointment form or similar writing shall be filed with the secretary of the corporation before or at
the time of the meeting. The appointment of a proxy is effective when received by the corporation
and is valid for eleven months unless a different period is expressly provided in the appointment
form or similar writing.
Any complete copy, including an electronically transmitted facsimile, of an appointment ofa
proxy may be substituted for or used in lieu of the original appointment for any purpose for which
the original appointment could be used.
Revocation of a proxy does not affect the right of the corporation to accept the proxy's
authority unless (i) the corporation had notice that the appointment was coupled with an interest and
notice that such interest is extinguished is received by the secretary or other officer or agent
authorized to tabulate votes before the proxy exercises his authority under the appointment, or dd
other notice of the revocation of the appointment is received by the secretary or other officer or agent
authorized to tabulate votes before the proxy exercises his authority under the appointment. Other
notice of revocation may, in the discretion of the corporation, be deemed to include the appearatice at
a shareholders’ meeting of the shareholder wh io granted the proxy and his voting in person on any
matter subject to a vote at such meeting.
The death or incapacity of the shareholder appointing a proxy does not affect the right of the
corporation to accept the proxy's authority unless notice of the death or incapacity is received by the
secretary or other officer or agent authorized to tabulate votes before the proxy exercises his
authority under the appointment.
The corporat shallion
not be required to recognize an appointment made irrevocableifit has
at arty
received a writi revoking the appointment si d by the sharehol der ashareholder who
is a successorto © shareholder granted proxy) either person: is attomney-in-fact,
notwithstanding that the revocation may be a breach of an obligation of the shareholder to another
person not to revoke the appointment.
Subject to Section 1] and any express limitation on the proxy’s authority appearing on the
shareho
intment form,
der
the corporation is entitled to accept the proxy's vote or other action as that of the
ing the appointment.
SECTION 10. Voting of Shares. Each outstanding share, regardless of class, shall be
entitledto one vote, except in the election of directors, and cach fractional share shall be entitledto a
corresponding vote on each matter submitted to a vote at a meeting of shareholders, except
to the extent that the vi: oting rights of the shares of any class or classes are limited or denied by the
articles of incorporati ion as permitted by the Colorado Business Corporation Code. Each record
holder of stock shall be entitled to vote in the election of directors and shall have as many votes for
each of the shares owned by him as there are directors to be elected and for whose election he has the
Tightto vote.
At each election of directors, that number of candidates equaling the number of directors to
be elected, having the highest number of votes cast in favor of their election, shall be elected
to the
Board of Directors.
Except as otherwise ordered by a court of competent jurisdiction upon a finding that the
purpose of this Section would not be violated in the circumstances presentedto the court, the shares
of the corporation are not entitledto be voted if they are owned, directly or indirectly, by a second
corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of
the shares entitled to vote for directors of the second corporation except to the extent the second
corporation holds the shares in a fiduciary capacity.
Redeemable shares are not entitled to be voted after notice of redemption is mailed to the
holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company or
other financial institution under an irrevocable obligation to pay the holders the redemption price on
surrender of the shares.
SECTION 11: Corporation's Acceptance of Votes. If the name signed on a vote, consent,
waiver, proxy appointment, or proxy appointment revocation corresponds to the name of a
shareholder, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver,
proxy appointment or proxy appointment revocation and give it effect as the act of the shareholder.
If the name signed on a vote, consent, waiver, proxy appointment or proxy appointment revocation
does not correspond to the name of a shareholder, the corporation, if acting in good faith, is
nevertheless entitled to accept the vote, consent, waiver, proxy appointment or proxy appointment
revocation and to give it effect as the act of the shareholder if
(i) the shareholder is an entity and the name signed purports to be that of an officer or
agent of the entity;
Gi) the name signed purports to be that of an administrator, executor, guardian or
conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status
acceptable to the corporation has been presented with respect to the vote, consent, waiver, proxy
appointment or proxy appointment revocation;
(i) the name signed purports to be that of a receiver or trustee in bankruptcy of the
shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has
been presented with respect to the vote, consent, waiver, proxy appointment or proxy appointment
revocation;
(iv) the name signed purports to be that of a pledgee, beneficial owner or attormey-in-
fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation ofthe
signatory's authority to sign for the shareholder has been presented with respect to the vote, consent,
waiver, proxy appointment or proxy appointment revocation;
(v) two or more persons are the shareholder as co-tenants or fiduciaries and the name
the person signing
signed purports to be the name of at least one of the co-tenants or fiduciaries, and
appears to be acting on behalf of all the co-tenants or fiduciaries ; or
(vi) the acceptance of the vote, consent, waiver, proxy appointment or proxy
appointment revocation is otherwise proper under rules established by the corporation that are not
inconsistent with this Section 11.
The corporation is entitled to reject a vote, consent, waiver, proxy appointment or proxy
appointment revocation if the secretary or other officer or agent authorized to tabulate votes, acting
in good faith, has reasonable basis for doubt about the validity of the signature on it or about the
signatory's authority to sign for the shareholder.
Neither the corporation nor its officers nor any agent who accepts or rejects a vote, consent,
waiver, proxy appointment or proxy appointment revocation in good faith and in accordance with the
standards of this Section is liable in damages for the consequences of the acceptance or rejection.
SECTION 12. Informal Action By Shareholders. Any action required or permitted to be
taken at a meeting of the shareholders may be taken without a meeting if a written consent (or
counterparts thereof) that sets forth the action so taken is signed by all of the shareholders entitled to
vote with respect to the subject matter thereof and received by the corporation. Such consent shall
have the same force and effect as a unanimous vote of the shareholders and may be stated as such in
any document, Action taken under this Section 12 is effective as of the date the last writing
necessary to effect the action is received by the corporation, unless all of the writings specify a
different effective date, in which case such specified date shall be the effective date for such action.
If any shareholder revokes his consent as provided for herein prior to what would otherwise be the
effective date, the action proposed in the consent shall be invalid. The record date for determining
shareholders entitled to take action without a meeting is the date the corporation first receives a
writing upon which the action is taken.
Any shareholder who has signed a writing describing and consenting to action taken pursuant
to this Section 12 may revoke such consent by a writing signed by the sharcholder describing the
action and stating that the shareholder's prior consent thereto is revoked, if such writing is received
by the corporation before the effectiveness of the action.
SECTION 13: Meetings by Telecommunication. Any or all of the shareholders may
participate in an annual or special sharcholders' meeting by, or the meeting may be conducted
through the use of, any means of communication by which all persons participating in the meeting
may hear each other during the meeting. A shareholder participating in a meeting by this means is
deemed to be present in person at the meeting.
ARTICLE Hl
Board of Directors
SECTION 1. General Powers. All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the corporation shall be managed under the direction of,
its Board of Directors, except as otherwise provided in the Colorado Business Corporation Act or the
articles of incorporation.
SECTION 2. Number, Qualifications, and Tenure. The number of directors of the
corporation shall be fixed from time ‘to time by the Board of Directors, within a range to be
established by the Board of Directors, but no decrease in the number of directors shall have the effect
of shortening the term of any incumbent director. A director shall be a natural person who is
eighteen years of age or older. A director need not be a resident of Colorado or a shareholder of the
corporation.
Directors shall be elected at each annual meeting of shareholders. Each director shal! hold
office until the next annual meeting of shareholders following his election and thereafter until his
successor shall have been elected and qualified. Directors shall be removed in the manner provided
by the Colorado Business Corporation Act. Any director may be removed by the shareholders, with
or without cause, at a meeting called for that purpose. The notice of the meeting shall state that the
purpose or one of the purposes of the meeting is removal of the director. A director may be removed
only if the number of votes cast in favor of removal exceeds the number of votes cast against
removal.
SECTION 3. Vacancies. Any director may resign at any time by giving written notice to the
secretary. Such resignation shall take effect at the time the notice is received by the secretary unless
the notice specifies a later effective date. Unless otherwise specified in the notice of resignation, the
corporation's acceptance of such resignation shall not be necessary to make it effective. Any vacancy
on the Board of Directors may be filled by the affirmative vote of a majority of the sharcholders at a
special meeting called for that purpose or by the Board of Directors. If the directors remaining in
office constitute fewer than a quorum of the board, the directors may fill the vacancy by the
affirmative vote of a majority of all the directors remaining in office. If elected by the directors, the
director shali hold office until the next annual shareholders’ meeting at which directors are elected.
Ifelected by the shareholders, the director shall hold office for the unexpired term of his predecessor
in office; except that, if the director's predecessor was elected by the directors to fill a vacancy, the
director elected by the shareholders shall hold office for the unexpired term of the last predecessor
elected by the shareholders.
SECTION 4. Regular Meetings. A regular meeting of the Board of Directors shall be held
without notice immediately after and at the same place as the annual meeting of shareholders. The
Board of Directors may provide by resolution the time and place, either within or outside Colorado,
for the holding of additional regular meetings without other notice.
SECTION 5. Special Meetings. Special meetings of the Board of Directors may be called by
or at the request of the president or any one director. The person or persons authorized to call special
meetings of the Board of Directors may fix ahy place, either within or outside Colorado, as the place
for holding any special meeting of the Board of Directors called by them, provided that no meeting
shall be called outside the State of Colorado unless a majority of the Board of Directors has so
authorized.
SECTION 6. Notice. Notice of the date, time and place of any special meeting shall be
given to each director at least two days prior to the meeting by written notice either personally
delivered or mailed to each director at his business address, or by notice transmitted by private
courier, telegraph, telex, electronically transmitted facsimile or other form of wire or wireless
communication. If mailed, such notice shall be deemed to be given and to be effective on the earlier
of (i) five days after such notice is deposited in the United States mail, properly addressed, with first
class postage prepaid, or (ii) the date shown on the return receipt, if mailed by registered or certified
mail retum receipt requested, provided that the return receipt is signed by the director to whom the
notice is addressed. If notice is given by telex, electronically transmitted facsimile or other similar
form of wire or wireless communication, such notice shall be deemed to be given and to be effective
when sent, and with respect to a telegram, such notice shall be deemed to be given and to be
effective when the telegram is delivered to the telegraph company. Ifa director has designated in
writing one or more reasonable addresses or facsimile numbers for delivery of notice to him, notice
sent by mail, telegraph, telex, electronically transmitted facsimile or other form of wire or wireless
communication shall not be deemed to have been given or to be effective unless sent to such
addresses or facsimile numbers, as the case may be.
A director may waive notice of a meeting before or after the time and date of the meeting by a
writing signed by such director. Such waiver shall be delivered to the secretary for filing with the
corporate records, but such delivery and filing shall not be conditions to the effectiveness of the
waiver. Further, a director's attendance at or participation in a meeting waives any required notice to
him of the meeting unless at the beginning of the meeting, or promptly upon his later arrival, the
director objects to holding the meeting or transacting business at the meeting because of lack of
notice or defective notice and does not thereafter vote for or assent to action taken at the meeting.
Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the
Board of Directors need be specified in the notice or waiver of notice of such meeting.
SECTION 7. Quorum. A majority of the number of directors fixed by the Board of Directors
pursuant to Article III, Section 2, or, if no number is fixed, a majority of the number in office
immediately before the meeting begins, shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors.
SECTION 8. Manner of Acting. The act of the majority of the directors present at a meeting
at which a quorum is present shall be the act of the Board of Directors.
SECTION 9. Compensation. By resolution of the Board of Directors, any director may be
paid any one or more of the following: his expenses, if any, of attendance at meetings, a fixed sum
for attendance at each meeting, a stated salary as director, or such other compensation as the
corporation and the director may reasonably agree upon. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving compensation therefor.
SECTION 10. Presumption of Assent. A director of the corporation who is present at a
meeting of the Board of Directors or committee of the board at which action on any corporate matter
is taken shall be presumed to have assented to all action taken at the meeting unless (i) the director
objects at the beginning of the meeting, or promptly upon his arrival, to the holding of the meeting or
ihe transaction of business at the meeting and does not thereafter vote for or assent to any action
taken at the meeting, (ii) the director contemporaneously requests that his dissent or abstention as to
10
any specific action taken be entered in the minutes of the meeting, or (iii) the director causes written
notice of his dissent or abstention as to any specific action to be received by the presiding officer
of
the meeting before its adjournment or by the secretary promptly after the adjournment of the
meeting. A director may dissent to a specific action at a meeting, while assenting to others. The
right to dissent to a specific action taken at a meeting of the Board of Directors or a committee of the
board shall not be available to a director who voted in favor of such action.
SECTION 11. Committees. By resolution adopted by a majority of all the directors in office
when the action is taken, the Board of Directors may designate from among its members an
executive committee and one or more other committees, and appoint one or more members of the
Board of Directors to serve on them. To the extent provided in the resolution, each committee shall
have all the authority of the Board of Directors, except that no such committee shall have the
authority to (i) authorize distributions, (ii) approve or propose to shareholders actions or proposals
tequired by the Colorado Business Corporation Act to be approved by shareholders, (iii) fill
vacancies on the Board of Directors or any committee thereof, (iv) amend articles of incorporation,
(¥) adopt, amend or repeal the bylaws, (vi) approve a plan of merger not requiring shareholder
approval, (vii) authorize or approve the reacquisition of shares unless pursuant to a formula or
method prescribed by the Board of Directors, or (viii) authorize or approve the issuance or sale of
shares, or contract for the sale of shares or determine the designations and relative Tights, preferences
and limitations of a class or series of shares, except that the Board of Directors may authorize a
committee or officer to do so within limits specifically prescribed by the Board of Directors. The
committee shall then have full power within the limits set by the Board of Directors to adopt any
final resolution setting forth all preferences, limitations and relative rights of such class or series and
to authorize an amendment of the articles of incorporation stating the preferences, limitations and
relative rights of a class or series for filing with the Secretary of State under the Colorado Business
Corporation Act.
Sections 4, 5, 6, 7, 8, or 12 of Article III, which govern meetings, notice, waiver of notice,
quorum, voting requirements and action without a meeting of the Board of Directors, shall apply to
committees and their members appointed under this Section 11.
Neither the designation of any such committee, the delegation of authority to such committee,
nor any action by such committee pursuant to its authority shall alone constitute compliance by any
member of the Board of Directors or a member of the committee in question with his responsibility
to conform to the standard of care set forth in Article Ill, Section 14 of these bylaws.
SECTION 12. Informal Action by Directors. Any action required or penmitted to be taken at
a meeting of the directors or any committee designated by the Board of Directors may be taken
without a meeting if a written consent (or counterparts thereof) that sets forth the action so taken is
signed by all of the directors entitled to vote with respect to the action taken. Such consent shall
have the same force and effect as a unanimous vote of the directors or committee members and may
be stated as such in any document. Unless the consent specifies a different effective time or date,
action taken under this Section 12 is effective at the time or date the last director signs a writing
ll
describing the action taken, unless, before such time, any director has revoked his consent by a
writing signed by the director and received by the president or the secretary of the corporation.
SECTION 13. Telephonic Meetings. The Board of Directors may permit any director (or
aay member of a committee designated by the board) to participate in a regular or special meeting of
the Board of Directors or a committee thereof through the use of any means of communication by
which all directors participating in the meeting can hear each other during the meeting. A director
participating in a meeting in this manner is deemed to be present in person at the meeting.
SECTION 14. Standard of Care. A director shall perform his duties as a director, including
without limitation his duties as a member of any committee of the board, in good faith, ina manner
he reasonably believes to be in the best interests of the corporation, and with the care an ordinarily
prudent person in a like position would exercise under similar circumstances. In performing his
duties, a director shall be entitled to rely on information, opinions, reports or statements, including
financial statements and other financial data, in each case prepared or presented bythe persons herein
designated. However, he shall not be considered to be acting in good faith if he has knowledge
concerning the matter in question that would cause such reliance to be unwarranted. A director shall
not be Hable to the corporation or its shareholders for any action he takes or omits to take as a
director if, in connection with such action or omission, he performs his duties in compliance with
this Section 14.
The designated persons on whom a director is entitled to rely are (i) one or more officers or
employees of the corporation whom the director reasonably believes to be reliable and competent in
the matters presented, (ii) legal counsel, public accountant, or other person as to matters which the
director reasonably believes to be within such person's professional or expert competence, or (iii) a
committee of the Board of Directors on which the director does not serve if the director reasonably
believes the committee merits confidence.
ARTICLE IV
Officers and Agents
SECTION 1. General. The officers of the corporation shall be a president, one or more vice
presidents, a secretary and a treasurer, each of whom shall be appointed by the Board of Directors
and shall be a natural person eighteen years of age or older. One person may hold more than one
office. The Board of Directors or an officer or officers so authorized by the board may appoint such
other officers, assistant officers, committees and agents, including a chairman of the board, assistant
secretaries and assistant treasurers, as they may consider necessary. Except as expressly prescribed
by these bylaws, the Board of Directors or the officer or officers authorized by the board shall from.
time to time determine the procedure for the appointment of officers, their authority and duties and
their compensation, provided that the Board of Directors may change the authority, duties and
compensation of any officer who is not appointed by the board.
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SECTION 2. Appointment and Term of Office. The officers of the corporation to be
appointed by the Board of Directors shall be appointed at each annual meeting of the board held after
each annual meeting of the shareholders. If the appointment of officers is not made at such meeting
or if an officer or officers are to be appointed by another officer or officers of the corporation, such
appointments shall be made as determined by the Board of Directors or the appointing person or
persons. Each officer shall hold office until the first of the following occurs: his successor shall
have been duly appointed and qualified, his death, his resignation, or his removal in the manner
provided in Section 3.
SECTION 3. Resignation and Removal. An officer may resign at any time by giving written
notice of resignation to the president, secretary or other person who appoints such officer. The
resignation is effective when the notice is received by the corporation unless the notice specifies a
later effective date.
Any officer or agent may be removed at any time with or without cause by the Board of
Directors or an officer or officers authorized by the board. Such removal does not affect the contract
rights, if any, of the corporation or of the person so removed. The appointment of an officer or agent
shall not in itself create contract rights.
SECTION 4. Vacancies. A vacancy in any office, however occurring, may be filled by the
Board of Directors, or by the officer or officers authorized by the board, for the unexpired portion of
the officer's term. If an officer resigns and his resignation is made effective at a later date, the Board
of Directors, or officer or officers authorized by the board, may permit the officer to remain in office
until the effective date and may fill the pending vacancy before the effective date if the Board of
Directors or officer or officers authorized by the board provide that the successor shall not take office
until the effective date. In the alternative, the Board of Directors, or officer or officers authorized by
the Board of Directors, may remove the officer at any time before the effective date and may fill the
resulting vacancy.
SECTION 5. President. The president shall preside at all meetings of shareholders and all
meetings of the Board of Directors unless the Board of Directors has appointed a chairman, vice
chairman, or other officer of the board and has authorized such person to preside at meetings of the
Board of Directors. Subject to the direction and supervision of the Board of Directors, the president
shall be the chief executive officer of the corporation, and shall have general and active control of its
affairs and business and general supervision of its officers, agents and employees. Unless otherwise
directed by the Board of Directors, the president shall attend in person or by substitute appointed by
him, or shall execute on behalf of the corporation written instruments appointing a proxy or proxies
to represent the corporation, at all meetings of the stockholders of any other corporation in which the
corporation holds any stock. On behalf of the corporation, the president may in person or by
substitute or by proxy execute written waivers of notice and consents with respect to any such
meetings. Atall such meetings and otherwise, the president, in person or by substitute or proxy, may
vote the stock held by the corporation, execute written consents and other instruments with respect to
such stock, and exercise any and all rights and powers incident to the ownership of said stock,
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subject to the instructions, if any, of the Board of Directors. The president shall have custody
of the
treasurer's bond, if any. The president shall have such additional authority and duties
as are
appropriate and customary for the office of president and chief executive officer, except as the same
may be expanded or limited by the Board of Directors from time to time.
SECTION 6, Vice Presidents. The vice presidents shall assist the president and shall
perform such duties as may be assigned to them by the president or by the Board of Directors. In the
absence of the president, the vice president, if any (or, if more than one, the vice presidents in the
order designated by the Board of Directors, or if the board makes no such designation, then the vice
president designated by the president, or if neither the board nor the president makes any such
designation, the senior vice president as determined by first election to that office), shall have the
powers and perform the duties of the president.
SECTION 7. Secretary. The secretary shall (i) ptepare and maintain as permanent records
the minutes of the proceedings of the shareholders and the Board of Directors, a record of all actions
taken by the shareholders or Board of Directors without a meeting, a record of all actions taken by a
committee of the Board of Directors in place of the Board of Directors on behalf of the corporation,
and arecord of all waivers of notice of meetings of shareholders and of the Board of Directors or any
committee thereof, (ii) see that all notices are duly given in accordance with the provisions of these
bylaws and as required by law, (iii) serve as custodian of the corporate records and of the seal of the
corporation and affix the seal to all documents when authorized by the Board of Directors, (iv) keep
at the corporation's registered office or principal place of business a record containintheg names and
addresses of all shareholders in a form that permits preparation of a list of shareholders arranged by
voting group and by class or series of shares within each voting group, that is alphabetical within
each class or series and that shows the address of, and the number of shares of each class or series
held by, each shareholder, unless such a record shall be kept at the office of the corporation's transfer
agent or registrar, (v) maintain at the corporation's principal office the originals or copies of the
corporation's articles of incorporation, bylaws, minutes of all shareholders meetings and records of
all action taken by shareholders without a meeting for the past three years, all writien
communications within the past three years to shareholders as a group or to the holders of any class
or series of shares as a group, a list of the names and business addresses of the current directors and
officers, a copy of the corporation's most recent corporate report filed with the Secretary of State, and
financial statements showing in reasonable detail the corporation's assets and liabilities and results of
operations for the last three years, (vi) have general charge of the stock transfer books of the
corporation, unless the corporation has a transfer agent, (vii) authenticate records of the corporation,
and (viii) in general, perform all duties incident to the office of secretary and such other duties as
from time to time may be assigned to him by the president or by the Board of Directors. Assistant
secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary.
The directors and/or shareholders may however respectively designate a person other than the
secretary or assistant secretary to keep the minutes of their respective meetings.
Any books, records, or minutes of the corporation may be in written fon or in any form
capable of being converted into written form within a reasonable time.
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SECTION 8. Treasurer. The treasurer shall be the principal financial officer of the
corporation, shall have the care and custody of all funds, securities, evidences of indebtedness and
other personal property of the corporation and shall deposit the same in accordance with the
instructions of the Board of Directors. Subject to the limits imposed by the Board of Directors, he
shall receive and give receipts and acquittances for money paid in on account of the corporation, and
shall pay out of the corporation's funds on hand all bills, payrolls and other just debts of the
corporation of whatever nature upon maturity. He shall perform all other duties incidentto the office
of the treasurer and, upon request of the board, shall make such reports to it as may be required at
any time. He shall, if required by the board, gi
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Effective: February 24, 2018 DATE FILED: November 19, 2021 3:22 PM BY-LAWSFILING ID: 6DF811AE2D8C7 CASE NUMBER: 2020CV 30002 OF BARLOW & SONS, INC. ARTICLE I Offices The principal office of the corporation shall be designated from time to time by the corporation and may be within or outside of Colorado. ‘The corporation may have such other offices, either within or outside Colorado, as the Board of Directors may designate or as the business of the corporation may require from time to time. The registered office of the corporation required by the Colorado Business Corporation Act to be maintained in Colorado may be, but need not be, identical with the principal office, and the address of the registered office may be changed from time to time by the Board of Directors. ARTICLE II Shareholders SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held during the month of February _ of each year ona date and at a time fixed by the Board of Directors of the corporation (or by the president in the absence of ‘action by the Board of Directors), beginning with the year 2019 for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors is not held on the day fixed as provided herein for any annual meeting of the shareholders, or any adjournment thereof, the Board of soon Directors shall cause the election to be held at a special meeting of the shareholders as thereafter as it may conveniently be held. A shareholder may apply to the district court in the county in Colorado where the corporation's principal office is located or, if the corporation has no principal office in Colorado, to the district court of the county in which the corporation's registered office is located to seek an order the that a shareholder meeting be held (i) if an annual meeting was not held within six months after last annual close of the corporation's most recently ended fiscal year or fifteen months after its meeting, whichever is earlier, or (ii) if the shareholde r participate d in a proper call of or proper PLAINTIFF'S TRIAL EXHIBIT 3 demand for a special meeting and notice of the special meeting was not given within thirty days after the date of the call or the date the last of the demands necessary to require calling of the meeting was received by the corporation pursuant to C.R.S. §7-107-102(1)(b), or the special meeting was not held in accordance with the notice. SECTION 2. Special Meetings. Unless otherwise prescribed by statute, special meetings of the shareholders may be called for any purpose by the president or by the Board of Directors. The president shall call a special meeting of the shareholders if the corporation receives one or more written demands for the meeting, stating the purpose or purposes for which it is to be held, signed and dated by holders of shares representing at least ten percent of all the votes entitled to be cast on any issue proposed to be considered at the meeting. SECTION 3. Place of Meeting. The Board of Directors may designate any place, either within or outside Colorado, as the place for any annual meeting or any special meeting called by the Board of Directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or outside Colorado, as the place for such meeting. If no designation is made, or if a special meeting is called other than by the board, the place of meeting shall be the principal office of the corporation. SECTION 4. Notice of Meeting. Written notice stating the place, date, and hour of the mecting shall be given not less than ten nor more than sixty days before the date of the meeting, except that (i) if the number of authorized shares is to be increased, at least thirty days' notice shall be given, or (ii) any other longer notice period is required by the Colorado Business Corporation Act. The secretary shall be required to give such notice only to shareholders entitled to vote at the meeting except as otherwise required by the Colorado Business Corporation Act. Notice of a special meeting shall include a description of the purpose or purposes of the meeting. Notice of an annual meeting need not include a description of the purpose or purposes of the meeting except the purpose or purposes shall be stated with respect to (i) an amendment to the articles of incorporation of the corporation, (ii) a merger or share exchange in which the corporation is a party and, with respect to a share exchange, in which the corporation's shares will be acquired, (iii) a sale, lease, exchange or other disposition, other than in the usual and regular course of business, of all or substantially all of the property of the corporation or of another entity which this corporation controls, in each case with or without the goodwill, (iv) a dissolution of the corporation, (v) restatement of the articles of incorporation, or (vi) any other purpose for which a statement of purpose is required by the Colorado Business Corporation Act. Notice shall be given personally or by mail, private carrier, telegraph, teletype, electronically transmitted facsimile or other form of wire or wireless communication by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. Ifmailed and if in a comprehensible form, such notice shall be deemed to be given and effective when deposited in the United States mail, properly addressed to the shareholder at his address as it appears in the corporation's current record of shareholders, with first class postage prepaid. [fnotice is given other than by mail, and provided that such notice is in a comprehensible form, the notice is given and effective on the date actually received by the sharcholder. If requested by the person or persons lawfully calling such meeting, the secretary shall give notice thereof at corporate expense. No notice need be sent to any shareholder if three successive notices mailed to the last known address of such shareholder have been returned as undeliverable until such time as another address for such shareholder is made known to the corporation. by such shareholder. In order to be entitled to receive notice of any meeting, a shareholder shall advise the corporation in writing of any change in such shareholder's mailing address as shown on the corporation's books and records. When a meeting is adjourned to another date, time or place, notice need not be given of the new date, time or place if the new date, time or place of such meeting is announced before adjournment at the meeting at which the adjouwmment is taken. At the adjourned meeting the corporation may transact any business which may have been transacted at the original meeting. Ifthe adjournment is for more than 120 days, or if a new record date is fixed for the adjourned meeting, a new notice of the adjourned meeting shall be given to cach shareholder of record entitled to vote at the meeting as of the new record date. A shareholder may waive notice of a meeting before or after the time and date of the meeting by a writing signed by such shareholder. Such waiver shall be delivered to the corporation for filing with the corporate records, but this delivery and filing shal! nat be conditions to the effectiveness of the waiver. Further, by attending a meeting either in person or by proxy, a shareholder waives abjection to lack of notice or defective notice of the meeting unless the shareholder objects at the beginning of the meeting to the holding of the meeting or the transaction of business at the meeting because of lack of notice or defective notice. By attending the meeting, the shareholder also waives any objection to consideration at the meeting of a particular matter not within the purpose or purposes described in the meeting notice unless the shareholder objects to considering the matter when it is presented. SECTION 5S. Fixing of Record Date. For the purpose of determining shareholders entitled to G) notice of or vote at any meeting of shareholders or any adjournment thereof, (ii) receive distributions or share dividends, (iii) demand a special meeting, or (iv) make a determination of shareholders for any other proper purpose, the Board of Directors may fix a future date as the record date for any such determination of shareholders, such date in any case to be not more than seventy days, and, in case of a meeting of shareholders, not less than ten days, prior to the date on which the particular action requiring such determination of shareholders is to be taken. [f no record date is fixed by the directors, the record date shall be the day before the notice of the meeting is given to shareholders, or the date on which the resolution of the Board of Directors providing for a distribution is adopted, as the case may be. When a determination of shareholders entitled to vote at any meeting of shareholders is made as provided in this section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. Unless otherwise specified when the record date is fixed, the time of day for such determination shall be as of the corporation's close of business on the record date. Notwithstanding the above, the record date for determining the shareholders entitled to take action without a meeting or entitled to be given notice of action so taken shall be the date a writing upon which the action is taken is first received by the corporation. The record date for determining shareholders entitled to demand a special meeting shall be the date of the earliest of any of the demands pursuant to which the meeting is called. SECTION 6: Voting Lists. After a record date is fixed for a shareholders’ meeting, the secretary shall make, at the earlier of ten days before such meeting or two business days after notice of the meeting has been given, a complete list of the shareholders entitled to be given notice of such meeting or any adjournment thereof. ‘The list shall be arranged by voting groups and within each voting group by class or series of shares, shall be in alphabetical order within each class or series, and shall show the address of and the number of shares of each class or series held by each shareholder. For the period beginning the earlier of ten days prior to the meeting or two business days after notice of the meeting is given and continuing through the meeting and any adjournment thereof, this list shall be kept on file at the principal office of the corporation, or at a place (which shall be identified in the notice) in the city where the meeting will be held. Such list shall be available for inspection on written demand by any shareholder (including for the purpose of this Section 6 any holder of voting trust certificates) or his agent or attorney during regular business hours and during the period available for inspection. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders. Any shareholder, his agent or attorney may copy the list during regular business hours and during the period it is available for mspection, provided (i) the shareholder has been a shareholder for at least three months immediately preceding the demand or holds at least five percent of all outstanding shares of any class of shares as of the date of the demand, (ii) the demand is made in good faith and for a purpose reasonably related to the demanding shareholder's interest as a shareholder, (iii) the shareholder describes with reasonable particularity the purpose and the records the shareholder desires to inspect, (iv) the records are directly connected with the described purpose, and (v) the shareholder pays a reasonable charge covering the costs of labor and material for such copies, not to exceed the estimated cost of production and reproduction. SECTION 7: Recognition Procedure for Beneficial Owners. The Board of Directors may adopt by resolution a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons. The resolution may set forth (i) the types of nominees to which it applies, (ii) the rights or privileges that the corporation will recognize in a beneficial owner, which may include rights and privileges other than voting, (iii) the form of certification and the information to be contained therein, (iv) if the certification is with respect to a record date, the time within which the certification must be received by the corporation, (v) the period for which the nominee's use of the procedure is effective, and (vi) such other provisions with respect to the procedure as the board deems necessary or desirable. Upon receipt by the corporation of a certificate complying with the procedure established by the Board of Directors, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the registered holders of the numberof shares specified in place of the shareholder making the certification. SECTION 8: Quorum and Manner of Acting. One-third of the votes entitled to be cast ona matter by a voting group represented in person or by proxy, shal] constitute a quorum of that voting group for action on the matter. If less than one-third of such votes are represented at a meeting, a majority of the votes so represented may adjourn the meeting from time to time without further notice, for a period not to exceed 120 days for any one adjournment. If a quorum is present at such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, unless the meeting is adjourned and a new record date is set for the adjourned meeting. ifa quorum exists, action on a matter other than the election of directors by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless the vote of a greater number or voting by classes is required by law or the articles of incorporation. SECTION 9: Proxies. At all meetings of shareholders, a shareholder may vote by proxy by signing an appointment form or similar writing, either personally ot by his duly authorized attomey- in-fact. A shareholder may also appoint a proxy by transmitting or authorizing the transmission ofa telegram, teletype, or other electronic transmission providing a written statement of the appointment to the proxy, a proxy solicitor, proxy support service organization, or other person duly authorized by the proxy to receive appointments as agent for the proxy, or to the corporation. The transmitted appointment shall set forth or be transmitted with written evidence from which it can be determined that the shareholder transmitted or authorized the transmission of the appointment. The proxy appointment form or similar writing shall be filed with the secretary of the corporation before or at the time of the meeting. The appointment of a proxy is effective when received by the corporation and is valid for eleven months unless a different period is expressly provided in the appointment form or similar writing. Any complete copy, including an electronically transmitted facsimile, of an appointment ofa proxy may be substituted for or used in lieu of the original appointment for any purpose for which the original appointment could be used. Revocation of a proxy does not affect the right of the corporation to accept the proxy's authority unless (i) the corporation had notice that the appointment was coupled with an interest and notice that such interest is extinguished is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment, or dd other notice of the revocation of the appointment is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment. Other notice of revocation may, in the discretion of the corporation, be deemed to include the appearatice at a shareholders’ meeting of the shareholder wh io granted the proxy and his voting in person on any matter subject to a vote at such meeting. The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment. The corporat shallion not be required to recognize an appointment made irrevocableifit has at arty received a writi revoking the appointment si d by the sharehol der ashareholder who is a successorto © shareholder granted proxy) either person: is attomney-in-fact, notwithstanding that the revocation may be a breach of an obligation of the shareholder to another person not to revoke the appointment. Subject to Section 1] and any express limitation on the proxy’s authority appearing on the shareho intment form, der the corporation is entitled to accept the proxy's vote or other action as that of the ing the appointment. SECTION 10. Voting of Shares. Each outstanding share, regardless of class, shall be entitledto one vote, except in the election of directors, and cach fractional share shall be entitledto a corresponding vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the vi: oting rights of the shares of any class or classes are limited or denied by the articles of incorporati ion as permitted by the Colorado Business Corporation Code. Each record holder of stock shall be entitled to vote in the election of directors and shall have as many votes for each of the shares owned by him as there are directors to be elected and for whose election he has the Tightto vote. At each election of directors, that number of candidates equaling the number of directors to be elected, having the highest number of votes cast in favor of their election, shall be elected to the Board of Directors. Except as otherwise ordered by a court of competent jurisdiction upon a finding that the purpose of this Section would not be violated in the circumstances presentedto the court, the shares of the corporation are not entitledto be voted if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation except to the extent the second corporation holds the shares in a fiduciary capacity. Redeemable shares are not entitled to be voted after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares. SECTION 11: Corporation's Acceptance of Votes. If the name signed on a vote, consent, waiver, proxy appointment, or proxy appointment revocation corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, proxy appointment or proxy appointment revocation and give it effect as the act of the shareholder. If the name signed on a vote, consent, waiver, proxy appointment or proxy appointment revocation does not correspond to the name of a shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, proxy appointment or proxy appointment revocation and to give it effect as the act of the shareholder if (i) the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity; Gi) the name signed purports to be that of an administrator, executor, guardian or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, proxy appointment or proxy appointment revocation; (i) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, proxy appointment or proxy appointment revocation; (iv) the name signed purports to be that of a pledgee, beneficial owner or attormey-in- fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation ofthe signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, proxy appointment or proxy appointment revocation; (v) two or more persons are the shareholder as co-tenants or fiduciaries and the name the person signing signed purports to be the name of at least one of the co-tenants or fiduciaries, and appears to be acting on behalf of all the co-tenants or fiduciaries ; or (vi) the acceptance of the vote, consent, waiver, proxy appointment or proxy appointment revocation is otherwise proper under rules established by the corporation that are not inconsistent with this Section 11. The corporation is entitled to reject a vote, consent, waiver, proxy appointment or proxy appointment revocation if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder. Neither the corporation nor its officers nor any agent who accepts or rejects a vote, consent, waiver, proxy appointment or proxy appointment revocation in good faith and in accordance with the standards of this Section is liable in damages for the consequences of the acceptance or rejection. SECTION 12. Informal Action By Shareholders. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a written consent (or counterparts thereof) that sets forth the action so taken is signed by all of the shareholders entitled to vote with respect to the subject matter thereof and received by the corporation. Such consent shall have the same force and effect as a unanimous vote of the shareholders and may be stated as such in any document, Action taken under this Section 12 is effective as of the date the last writing necessary to effect the action is received by the corporation, unless all of the writings specify a different effective date, in which case such specified date shall be the effective date for such action. If any shareholder revokes his consent as provided for herein prior to what would otherwise be the effective date, the action proposed in the consent shall be invalid. The record date for determining shareholders entitled to take action without a meeting is the date the corporation first receives a writing upon which the action is taken. Any shareholder who has signed a writing describing and consenting to action taken pursuant to this Section 12 may revoke such consent by a writing signed by the sharcholder describing the action and stating that the shareholder's prior consent thereto is revoked, if such writing is received by the corporation before the effectiveness of the action. SECTION 13: Meetings by Telecommunication. Any or all of the shareholders may participate in an annual or special sharcholders' meeting by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting. A shareholder participating in a meeting by this means is deemed to be present in person at the meeting. ARTICLE Hl Board of Directors SECTION 1. General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, its Board of Directors, except as otherwise provided in the Colorado Business Corporation Act or the articles of incorporation. SECTION 2. Number, Qualifications, and Tenure. The number of directors of the corporation shall be fixed from time ‘to time by the Board of Directors, within a range to be established by the Board of Directors, but no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. A director shall be a natural person who is eighteen years of age or older. A director need not be a resident of Colorado or a shareholder of the corporation. Directors shall be elected at each annual meeting of shareholders. Each director shal! hold office until the next annual meeting of shareholders following his election and thereafter until his successor shall have been elected and qualified. Directors shall be removed in the manner provided by the Colorado Business Corporation Act. Any director may be removed by the shareholders, with or without cause, at a meeting called for that purpose. The notice of the meeting shall state that the purpose or one of the purposes of the meeting is removal of the director. A director may be removed only if the number of votes cast in favor of removal exceeds the number of votes cast against removal. SECTION 3. Vacancies. Any director may resign at any time by giving written notice to the secretary. Such resignation shall take effect at the time the notice is received by the secretary unless the notice specifies a later effective date. Unless otherwise specified in the notice of resignation, the corporation's acceptance of such resignation shall not be necessary to make it effective. Any vacancy on the Board of Directors may be filled by the affirmative vote of a majority of the sharcholders at a special meeting called for that purpose or by the Board of Directors. If the directors remaining in office constitute fewer than a quorum of the board, the directors may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. If elected by the directors, the director shali hold office until the next annual shareholders’ meeting at which directors are elected. Ifelected by the shareholders, the director shall hold office for the unexpired term of his predecessor in office; except that, if the director's predecessor was elected by the directors to fill a vacancy, the director elected by the shareholders shall hold office for the unexpired term of the last predecessor elected by the shareholders. SECTION 4. Regular Meetings. A regular meeting of the Board of Directors shall be held without notice immediately after and at the same place as the annual meeting of shareholders. The Board of Directors may provide by resolution the time and place, either within or outside Colorado, for the holding of additional regular meetings without other notice. SECTION 5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the president or any one director. The person or persons authorized to call special meetings of the Board of Directors may fix ahy place, either within or outside Colorado, as the place for holding any special meeting of the Board of Directors called by them, provided that no meeting shall be called outside the State of Colorado unless a majority of the Board of Directors has so authorized. SECTION 6. Notice. Notice of the date, time and place of any special meeting shall be given to each director at least two days prior to the meeting by written notice either personally delivered or mailed to each director at his business address, or by notice transmitted by private courier, telegraph, telex, electronically transmitted facsimile or other form of wire or wireless communication. If mailed, such notice shall be deemed to be given and to be effective on the earlier of (i) five days after such notice is deposited in the United States mail, properly addressed, with first class postage prepaid, or (ii) the date shown on the return receipt, if mailed by registered or certified mail retum receipt requested, provided that the return receipt is signed by the director to whom the notice is addressed. If notice is given by telex, electronically transmitted facsimile or other similar form of wire or wireless communication, such notice shall be deemed to be given and to be effective when sent, and with respect to a telegram, such notice shall be deemed to be given and to be effective when the telegram is delivered to the telegraph company. Ifa director has designated in writing one or more reasonable addresses or facsimile numbers for delivery of notice to him, notice sent by mail, telegraph, telex, electronically transmitted facsimile or other form of wire or wireless communication shall not be deemed to have been given or to be effective unless sent to such addresses or facsimile numbers, as the case may be. A director may waive notice of a meeting before or after the time and date of the meeting by a writing signed by such director. Such waiver shall be delivered to the secretary for filing with the corporate records, but such delivery and filing shall not be conditions to the effectiveness of the waiver. Further, a director's attendance at or participation in a meeting waives any required notice to him of the meeting unless at the beginning of the meeting, or promptly upon his later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. SECTION 7. Quorum. A majority of the number of directors fixed by the Board of Directors pursuant to Article III, Section 2, or, if no number is fixed, a majority of the number in office immediately before the meeting begins, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. SECTION 8. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. SECTION 9. Compensation. By resolution of the Board of Directors, any director may be paid any one or more of the following: his expenses, if any, of attendance at meetings, a fixed sum for attendance at each meeting, a stated salary as director, or such other compensation as the corporation and the director may reasonably agree upon. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. SECTION 10. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors or committee of the board at which action on any corporate matter is taken shall be presumed to have assented to all action taken at the meeting unless (i) the director objects at the beginning of the meeting, or promptly upon his arrival, to the holding of the meeting or ihe transaction of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting, (ii) the director contemporaneously requests that his dissent or abstention as to 10 any specific action taken be entered in the minutes of the meeting, or (iii) the director causes written notice of his dissent or abstention as to any specific action to be received by the presiding officer of the meeting before its adjournment or by the secretary promptly after the adjournment of the meeting. A director may dissent to a specific action at a meeting, while assenting to others. The right to dissent to a specific action taken at a meeting of the Board of Directors or a committee of the board shall not be available to a director who voted in favor of such action. SECTION 11. Committees. By resolution adopted by a majority of all the directors in office when the action is taken, the Board of Directors may designate from among its members an executive committee and one or more other committees, and appoint one or more members of the Board of Directors to serve on them. To the extent provided in the resolution, each committee shall have all the authority of the Board of Directors, except that no such committee shall have the authority to (i) authorize distributions, (ii) approve or propose to shareholders actions or proposals tequired by the Colorado Business Corporation Act to be approved by shareholders, (iii) fill vacancies on the Board of Directors or any committee thereof, (iv) amend articles of incorporation, (¥) adopt, amend or repeal the bylaws, (vi) approve a plan of merger not requiring shareholder approval, (vii) authorize or approve the reacquisition of shares unless pursuant to a formula or method prescribed by the Board of Directors, or (viii) authorize or approve the issuance or sale of shares, or contract for the sale of shares or determine the designations and relative Tights, preferences and limitations of a class or series of shares, except that the Board of Directors may authorize a committee or officer to do so within limits specifically prescribed by the Board of Directors. The committee shall then have full power within the limits set by the Board of Directors to adopt any final resolution setting forth all preferences, limitations and relative rights of such class or series and to authorize an amendment of the articles of incorporation stating the preferences, limitations and relative rights of a class or series for filing with the Secretary of State under the Colorado Business Corporation Act. Sections 4, 5, 6, 7, 8, or 12 of Article III, which govern meetings, notice, waiver of notice, quorum, voting requirements and action without a meeting of the Board of Directors, shall apply to committees and their members appointed under this Section 11. Neither the designation of any such committee, the delegation of authority to such committee, nor any action by such committee pursuant to its authority shall alone constitute compliance by any member of the Board of Directors or a member of the committee in question with his responsibility to conform to the standard of care set forth in Article Ill, Section 14 of these bylaws. SECTION 12. Informal Action by Directors. Any action required or penmitted to be taken at a meeting of the directors or any committee designated by the Board of Directors may be taken without a meeting if a written consent (or counterparts thereof) that sets forth the action so taken is signed by all of the directors entitled to vote with respect to the action taken. Such consent shall have the same force and effect as a unanimous vote of the directors or committee members and may be stated as such in any document. Unless the consent specifies a different effective time or date, action taken under this Section 12 is effective at the time or date the last director signs a writing ll describing the action taken, unless, before such time, any director has revoked his consent by a writing signed by the director and received by the president or the secretary of the corporation. SECTION 13. Telephonic Meetings. The Board of Directors may permit any director (or aay member of a committee designated by the board) to participate in a regular or special meeting of the Board of Directors or a committee thereof through the use of any means of communication by which all directors participating in the meeting can hear each other during the meeting. A director participating in a meeting in this manner is deemed to be present in person at the meeting. SECTION 14. Standard of Care. A director shall perform his duties as a director, including without limitation his duties as a member of any committee of the board, in good faith, ina manner he reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. In performing his duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented bythe persons herein designated. However, he shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A director shall not be Hable to the corporation or its shareholders for any action he takes or omits to take as a director if, in connection with such action or omission, he performs his duties in compliance with this Section 14. The designated persons on whom a director is entitled to rely are (i) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented, (ii) legal counsel, public accountant, or other person as to matters which the director reasonably believes to be within such person's professional or expert competence, or (iii) a committee of the Board of Directors on which the director does not serve if the director reasonably believes the committee merits confidence. ARTICLE IV Officers and Agents SECTION 1. General. The officers of the corporation shall be a president, one or more vice presidents, a secretary and a treasurer, each of whom shall be appointed by the Board of Directors and shall be a natural person eighteen years of age or older. One person may hold more than one office. The Board of Directors or an officer or officers so authorized by the board may appoint such other officers, assistant officers, committees and agents, including a chairman of the board, assistant secretaries and assistant treasurers, as they may consider necessary. Except as expressly prescribed by these bylaws, the Board of Directors or the officer or officers authorized by the board shall from. time to time determine the procedure for the appointment of officers, their authority and duties and their compensation, provided that the Board of Directors may change the authority, duties and compensation of any officer who is not appointed by the board. 12 SECTION 2. Appointment and Term of Office. The officers of the corporation to be appointed by the Board of Directors shall be appointed at each annual meeting of the board held after each annual meeting of the shareholders. If the appointment of officers is not made at such meeting or if an officer or officers are to be appointed by another officer or officers of the corporation, such appointments shall be made as determined by the Board of Directors or the appointing person or persons. Each officer shall hold office until the first of the following occurs: his successor shall have been duly appointed and qualified, his death, his resignation, or his removal in the manner provided in Section 3. SECTION 3. Resignation and Removal. An officer may resign at any time by giving written notice of resignation to the president, secretary or other person who appoints such officer. The resignation is effective when the notice is received by the corporation unless the notice specifies a later effective date. Any officer or agent may be removed at any time with or without cause by the Board of Directors or an officer or officers authorized by the board. Such removal does not affect the contract rights, if any, of the corporation or of the person so removed. The appointment of an officer or agent shall not in itself create contract rights. SECTION 4. Vacancies. A vacancy in any office, however occurring, may be filled by the Board of Directors, or by the officer or officers authorized by the board, for the unexpired portion of the officer's term. If an officer resigns and his resignation is made effective at a later date, the Board of Directors, or officer or officers authorized by the board, may permit the officer to remain in office until the effective date and may fill the pending vacancy before the effective date if the Board of Directors or officer or officers authorized by the board provide that the successor shall not take office until the effective date. In the alternative, the Board of Directors, or officer or officers authorized by the Board of Directors, may remove the officer at any time before the effective date and may fill the resulting vacancy. SECTION 5. President. The president shall preside at all meetings of shareholders and all meetings of the Board of Directors unless the Board of Directors has appointed a chairman, vice chairman, or other officer of the board and has authorized such person to preside at meetings of the Board of Directors. Subject to the direction and supervision of the Board of Directors, the president shall be the chief executive officer of the corporation, and shall have general and active control of its affairs and business and general supervision of its officers, agents and employees. Unless otherwise directed by the Board of Directors, the president shall attend in person or by substitute appointed by him, or shall execute on behalf of the corporation written instruments appointing a proxy or proxies to represent the corporation, at all meetings of the stockholders of any other corporation in which the corporation holds any stock. On behalf of the corporation, the president may in person or by substitute or by proxy execute written waivers of notice and consents with respect to any such meetings. Atall such meetings and otherwise, the president, in person or by substitute or proxy, may vote the stock held by the corporation, execute written consents and other instruments with respect to such stock, and exercise any and all rights and powers incident to the ownership of said stock, 13 subject to the instructions, if any, of the Board of Directors. The president shall have custody of the treasurer's bond, if any. The president shall have such additional authority and duties as are appropriate and customary for the office of president and chief executive officer, except as the same may be expanded or limited by the Board of Directors from time to time. SECTION 6, Vice Presidents. The vice presidents shall assist the president and shall perform such duties as may be assigned to them by the president or by the Board of Directors. In the absence of the president, the vice president, if any (or, if more than one, the vice presidents in the order designated by the Board of Directors, or if the board makes no such designation, then the vice president designated by the president, or if neither the board nor the president makes any such designation, the senior vice president as determined by first election to that office), shall have the powers and perform the duties of the president. SECTION 7. Secretary. The secretary shall (i) ptepare and maintain as permanent records the minutes of the proceedings of the shareholders and the Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the corporation, and arecord of all waivers of notice of meetings of shareholders and of the Board of Directors or any committee thereof, (ii) see that all notices are duly given in accordance with the provisions of these bylaws and as required by law, (iii) serve as custodian of the corporate records and of the seal of the corporation and affix the seal to all documents when authorized by the Board of Directors, (iv) keep at the corporation's registered office or principal place of business a record containintheg names and addresses of all shareholders in a form that permits preparation of a list of shareholders arranged by voting group and by class or series of shares within each voting group, that is alphabetical within each class or series and that shows the address of, and the number of shares of each class or series held by, each shareholder, unless such a record shall be kept at the office of the corporation's transfer agent or registrar, (v) maintain at the corporation's principal office the originals or copies of the corporation's articles of incorporation, bylaws, minutes of all shareholders meetings and records of all action taken by shareholders without a meeting for the past three years, all writien communications within the past three years to shareholders as a group or to the holders of any class or series of shares as a group, a list of the names and business addresses of the current directors and officers, a copy of the corporation's most recent corporate report filed with the Secretary of State, and financial statements showing in reasonable detail the corporation's assets and liabilities and results of operations for the last three years, (vi) have general charge of the stock transfer books of the corporation, unless the corporation has a transfer agent, (vii) authenticate records of the corporation, and (viii) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the Board of Directors. Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary. The directors and/or shareholders may however respectively designate a person other than the secretary or assistant secretary to keep the minutes of their respective meetings. Any books, records, or minutes of the corporation may be in written fon or in any form capable of being converted into written form within a reasonable time. 14 SECTION 8. Treasurer. The treasurer shall be the principal financial officer of the corporation, shall have the care and custody of all funds, securities, evidences of indebtedness and other personal property of the corporation and shall deposit the same in accordance with the instructions of the Board of Directors. Subject to the limits imposed by the Board of Directors, he shall receive and give receipts and acquittances for money paid in on account of the corporation, and shall pay out of the corporation's funds on hand all bills, payrolls and other just debts of the corporation of whatever nature upon maturity. He shall perform all other duties incidentto the office of the treasurer and, upon request of the board, shall make such reports to it as may be required at any time. He shall, if required by the board, gi