BYI,AI{S

or
B],AIR LABEL]NG, INC.

ARTICIE 1
officeg
The principal office of the corporation shall be designated
from time to time by "-he corporation and may be within or outslde
of Colorado .
The corporaEion may have such other offices, either within or
outside Colorado, as the board of directors raay designate or as
the business of the corporation may require from tine 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 urith the principal office, and the
address of the registered offi.ce nay be changed fro:n time to time
by the board of dj"rectors.
ARTICIE 1I
Sbarebol&rs
Section 1. lsaua! lieeting. The annual Reeting of the
sharehoLders shall be held during the month of Eebruary of each
year on a date and at a time fixed by the boatd of directors of
the corporation (or by the president in the absence of action by
the board of directors), beginnrng wrth the year 2009, for the
purpose of efecting directors and for the transaction of such
other business as nay come before the meeting. rf the election of
directors is not held on the day fi.xed as p.rovided herein f,or any
annual neeting of the shareholders, or any adJ ournment thereof,
the board of directors shall cause the election to be held at a
special meeting of the shareholders as soon thereafter as it may
conveniently be held.
A shareholcler may app.Iy to tne district court i.n the county
in Colorado where the corpo.ration's principal office is Located
or, if the corPoration has no pri-ncipal office in Colorado, to the
district court of the ccunEy in which the corporation's registered
office is locat.ed to seek an order that a shareholder meeting be
held (i) if an annual meeting was not held within six months after
t.he close of the corporationrs most recently ended fiscal year or
fifteen nonths after its fast annual meeting, whichever is
earlier, or (ii) if the shareholder participated in a proper call
of cr proper demand for a specj.al meeting and notice of lhe
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 r.,as received by the corporation pursuant to
c.R.S. 7-107-102(1) (b), or the special meei:ing was not held in
accordance with the notice.

Sectj.oa 2. Sfteehf l&etinga. Unlese otherflise prescribed by

statute, special nneetings of the shareholders lnay be called for
any purpose by the president or by the board of directors. The
president shall cali a speciaL meeti,nE 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 a1] the votes entitled to be cast on any issue proposed to be
considered at Lhe mee L ing .
Sectj.on 3. Placc of lleeting. The board of directors may
designate any piace, either within or outside Colorado, as the
place for any annua) meeting or any special meeting call.ed by the
board of directors, A waiver of notice signed by all shareholders
entitled to vote at a meeting may designate any placel either
within or outsi-de Colorado, as the plaee for such meeting. If no
designatlon is made, or if a special lneeting is called other than
by the board, the place of meeting shall be the principal office
of the corporation.
Section 4. Xotic. of tGotilg. llritten notice stating Ehe
place, date, and hour of the meeting shali be given not less than
ten nor more than sixEy days before the date of the meeting,
except thaE (i) if the number of authorized shares is to be
increased, at least thirty days' notice shal1 be given, or (ii)
any other longer notice period is required by the Colorado
Business Corporation Act. Notice of a special meeting shalI
include a description of the purpose or purposes of the lneeting.
Notice of an annual meeting need not include a descriptj,on of the
purpose or purposes of the meeting except the purpose or purposes
shalL be stated rrith respect to (i) an amendnent 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 shareg will be
acquired, (iii) a sal"e, 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
entj.ty which this corporation controls, i.n each case with or
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withou! the goodwill, (ivI a dissolution of the corporation, or
(v) any other purpose for which a statement of purpose is requlred
by the Coi-orado Business Corporation Act. Notice shall be given
personaffy or by mai1, private car.rier, telegraph, teletype,
elec:ronicall.y transmitted facsimile or other forrn of wire or
wireLess communication by or at the dlrection of the presi.dent.
the sec.retary, or the r:f ficer or persons calling the meeting, to
each shareholder of record entitled to vote aL such meettog. If
mailed and if j-n a cornprehensible form, such notice shall be
deemed to be given and effective when deposited in the United
States naiI, addressed to the shareholder at his address as it
appears in the corporation'S current record of shareholders, with
posEage prepaid. If notice is gj.ven other than by mai1, and
provided that such notice is in a comprehensible form, Lhe Itotice
is given and effective on the date recelved by the shareholder,
If requested by the person or persons lawfully calling such
meeting, the secretary shalJ" give notice thereof at corporate
expense. No notice neeC be sent to any shaleholder if three
successive notices r,ailed to the last known address of such
shareholder have been returned as undeliverabLe until such ti.me as
another address for such sharehol-der is made knclrn to the
corporation by such €hareholder. In order to be entitl-€d to
receive notice of any neeting, a shareholde.r shall advise the
corporation in writing of any change in such shareholder's nailrng
address as shown on the corporationrs books and records.
when a meeting is adjourned to anothe.r date, tine or place,
notice need not be given of the new date, time or place if the new
date, time or place of such neeting is announced before
adjournment at the meeting at which the adj ournment is taken. At
the adjourned meeting the corporation nay transact any business
which niay have been t.ransacted at the originaJ- meeting, If the
adjourrunent is for more than 120 days, or if a new record date is
fixed for .he adjourned neeting, a new notice of the adlourned
meeting shall be given to each shareholder of record entitled to
vote at the meeting as of the new record date.
A ghareholder may Haive notice of a meeting before or after
the tine and date of the meeting by a Hriting signed by such
shareholder- such waiver shall be delivered to the corporat.j,on for
filing with the corpolate records. Eurr-her, by attending a meeting
either in person or by proxy, a shareholder waives objection to
Iack of notice or defective notice of the meeting unless Lhe
shareholder oblects at the beginning of the meeting to the holding
of the meeting or the transaction of business at the meeting
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because of lack of noti.ce or defecLive notice. By attending the
meeting. the shareholder also waives any objection Lo
consideration at the meeting of a particular matter not within the
purpose or purposes described in the meeting notice unless the
shareholder objects !o considering the matter when it is
presented.

Section 5, Fixing of Raaord Dete. 8or the purpose of

dete$dning shafehoLders entj.tled to (i) notice of or vote at any
meeting of shareholde.rs or any adjournment thereof, (ii) receive
distributions o! share dividends, or (iii) demand a special
meeting. or to rnake a determinatlon of shareholders for any other
proper pulpose, '-he board of directors rnay fix a future date as
Lhe reccrd date for any such determlnation cf shareholders, such
date in any case ro be not nore than seventy days, and, in case of
a meeting of shareholders, noL less Lhan ten days, prior to the
date on which the particular action requiring such determination
of shareholders is to be taken. If no recotd date is fixed by the
directors, the record date shall be the date on which notice of
the neeting is maj.led tc shareholders, or the date on which the
resolution of the board of directors providing for a distri.bution
is adopted, as the case may be. When a determination of
shareholders entitled to vote at any r:reeting of shareholders is
made as prov:,ded in thj-s Section, such determination shall appl, y
to any adjournment thereof unless the board of di.rectors fj.xes a
new record date, which it must do if the meeting is adjourned tc a
ciate more than i20 days after the date fixed for the original
meeting.

Notwithstanding the above, the record date for determining

the shareho-Iders €ntitled to take action wlthout 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
corporalion. The record daEe for determining shareholders entitled
to denand a special meeting shall be the date of the earliest of
any of the demands pursuant to which the meeting j.s called.
Section 5, voting Lirts. The secretary shal] make, at ehe
earlier of ten days before each meeEing of shareho:-ders or two
business days after notice of the meeting has been given, a
complele list of the shareholders entitled to be given notice of
such meeting or any ad.rou.rnment thereof. trhe Iist shall be
arranged by votihg gloups and within each voting group by class or
series of shares, shal] be in alphabetical order within each class
or series, and shall shoH the addless of and the nunber of shares
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of each cl.ass or seri,es held by each shareholder. For the period
beginnilg the earlier of ten days prior tc the m€eting or two
business days after notj,ce of the meeting is given and continuing
through the IIreeting and any adj ournment thereof, this lj.st shalf
be kepL on file at the principal off.ice of the corporatj.on, or at
a place (!,rhich shalI be identified in the notice) in the city
!"/here the neeting wl1l be held, Such list shall be available for
i.nspection oB written demand by any shareholder (including for the
purpose of this Section 6 any holder of votj-ng 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 the shareholders
entj.tl-ed to exanine such List or to vote at any meetlng of
shareholders.
Any shareholder, his agent or attorney may copy the list
during regular business hours and during the period it is
available for inspection, provided {.j.) the shareholder has been a
shareholder for at least three rnonths immediately prececiing the
demand or holds aL least flve 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 t.he
demanding shareholder's interest as a shareholder, (iii) the
sharehol-der describes with reasonable pa.rticularity 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 lhe costs of
labor and rnaterj.al for such copies, not to exceed the estinated
cost of production and reprod.uction.

Section ?. Recog[itioD Proc.dur€ f,or Beneficial Ornara, ?he

board of directors may adopt by resol,ution a procedure whereby a
shareholder of the corpcration may certify in writing to bhe
corporation that aL} or a portion of the shares registered in the
name of such shareholder ar€ held for the account of a specified
pe.rson or pe.rgorrs, The resolution may set forth (i) the types of
nominees to which it applies, (ii) the rights or privileges that
the colporation flill recognize in a beneficial owner, which may
include rights and privileges other t.han voting, (ill) the form of
cert.i.f ication and lhe information to be contained therein, (iv) if
the certif icat.ion is with respect to a record date, the t irne
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" provisi-ons with
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respect to the procedure as the board deems necessa.ry and
desirable, Upon receipt by the corporation of a certificate
complying wj-th the procedure established by the board of
directsors, t:'he persons specified in the certification shat]" be
deemed, for the purpose or purposes set forth in the
certification, to be the registered holders of the nunber of
shares specified in place of the shar:eholder making the
certification.
Section 8. Quorrn end X.nner of lctiag. A majority of the
votes entitled to be cast on a matter by a vot j"ng group shal1
const.itute a quorum of that votj-ng group for action on the malter.
If iess than a najo.rity of such votes are represented at a
meecing, a majocty of the votes so represent.ed may adjouln the
meeting from time to time $rithout further notice, for a period not
to exceed 120 days for any one adjournment. ff a quorum is present
at such adiourned meeting, any business may be transacted which
might have been transacted at the neeting as originally noticed.
The sharehol"ders present at a dul,y organized meeting may continue
to lransact business unt11 adjourrunent, notwith$tandlng the
rrithdrawa-l of enough sharehofders to leave less than a quolrum,
unless the meeting is adjourned and a new record date is set for
the adjourned meeting.
If a quorum exists, action on a natter other than the
eLection of directors by a voting group j.s approved if the votes
cast uithin the votlng qroup favoring the action exceed the votes
cast within the voting group opposing t.he action/ uDiess the vote
of a greater number or voting by classes is required by Law or the
articles of incorporation.
Section 9. Proricr. At all meetings of sharehclCers. a
shareholder may vote by proxy by signlng an appointment forn or
similar $riting, either personally or by his duly authorized
attorney-in-fact. A shaleholder may also appoint a proxy by
transmitting o! authorizing the transmission of a telegram,
teletyper or other electronic transmissj.on 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 transm.itted appoj-ntment shall
set forth o! be transmitted $rith written evrdence from xhich it
can be determined that the shareholder transmitted or authorized
the transmission of the appoj.ntment. I'he proxy appoiDtment
form or similar r'rriting sha1l be filed with the aecretary of the
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corporatj-on before or at the time cf the meeting- The appoinLmenL
of a proxy is effective when received by Lhe corporat:on and is
valid for eleven months usless a oifferent period is expressly
provj-ded in the appointment form or simitar writing.
Any complete copy, j-ncluding an el-ectronically transmitted
facsimile, of an appointment of a proLy may be substituted for or
used in lie:r of the origi.nal appointmenr- for any purpose for which
the original appointment could be used.
Revocation of a proxy does not affect the right of Ehe
corporation to accept the proxy ' s authority unless (i) the
corporation had noeice that the appointment was coupl-ed hrith an
interest and notice that such interest is extinguished is received
by the secretary oa other officer or agent autho.rized to tabulale
votes before the proxy exercises his authority under the
appointment, or (ii) other notice of the revocation of the
appolntment 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 revocatlon may,
in the discretion of the corporation, be deemed to include the
appearance at a shareholders' meeting of the shareholder who
granled the proxy and his voting in person on any matter subject
to d vole at such meelino.
The deathor l-ncapacr:y of the shareholde! 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
ahe secretary or other officer or agent authorized to tabulate
votes before the proxy exercises his authority under: the
appo j.ntment .

The corporation shali not be requi-red to recognize an

appointment made irrevocable if it has received a uriLing revoking
the appointment sig'ned by the shareholder (including a shareholcier
who is a successor to the shareholder who granted the proxy)
either personally or by his at Lorney- in- fact, notBi,thstanding that
the revocation may be a breach of an ob-ligation of the shareholder
Eo another person not to revoke the appolntment.

SubJect to Section 1i and any express limitation on the

proxy's authorlty appearing on the appointnent form, the
corporation is entitled to accept the proxyrs vote or other action
as that of the shareholder naking the appointment.

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 Secti.on 10. Voting of Shales. Each outstanding share,
regardless of class, shal} be entitled to one vote, except in the
e.l-ectj.on of directors, and each fractlonal ghare shall- be entieled
to a corresponding fractional vote on each matter submltted to a
vote aL a meeting of shareholders, except to the extent that the
voting rights of the shares of any class or cl-asses are limited or
denied by the artlcles of incorporation as permitted by
the Col-olado Business Corporation AcC. Cumulative voting shall not
be permitted in the eLection of directols or for any other
purpose. 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 rj.ght to voLe,
At each eI€ction of directors, that nunber 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
jurisdi.ction upon a finding that the pu.rpose of this Sectj,on lroufd
not be violated j-n the circumstances presented to the court, the
shares of the corporation are not entitled to be voted if they are
owned, directly or indirectly, by a second corporatian, domest.ic
or foreign, and the first corporation ouns, direct.Ly or
indirectly, a najority cf Ehe shares ent.itled to vote for
directors of the second corporation except to the exteht the
second corporation holds the shares in a fiduciary capacity.

Redeemable shares are not entitled to be voted after noti.ce

of redemption is mailecj to the holders and a swn sufficient to
redeem the shares has been deposited with a bank, trust company or
other financial institution under an irrevccable obligation to pay
the holders the redemption price on surrender of the shares,
Section 11. Corporation'e Acceptanco of, votes. If the name
slgned on a vote, consent, waiver, proxy appointment. or proxy
appointment revocation corresponds t.o the name of a shareholder,
the corporation. if acting in good faith, is entitled to accept
the vote, consent. waiver, proxy appointmenl or proxy appointment
revocation and give it effect as lhe act of the sharehotder. If
the name signed on a vote, consentf waiveri proxy appointment or
proxy appointment revocation does not correspond to the name of a
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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 sharefrold.er if:
!he shareholder is an entity and the nane s j-gned
purporUs Eo be that of an officer or agent of the
ent i ty,

(ii) the name signed purports to be that of an

acltoini strator, executor, guardian or conservator
representing the shareholder and, if the corporation
requests, evidence of fiduciary status acceptable to
the corporation has been presented wlth respect to
the vote, consent, waiver, proxy appointment or proxy
appointment revocation;
(ili) the name signed purports to be that of a receiver or
trustee in bankruptcy of the shareho-der and, if the
corporation requests, evidence of this status
acceptabL€ to the corporation has been presented w.ith
respect to the vote, consent, waiver, proxy
appoinEment or proxy appoinlment revocati-on;

( iv) the name signecl purports to be that of a pledgee,

beneficial- owner or at torney-in-fact of the
shareholder and, if the corporation requests,
evidence acceptable to Ehe corporation of the
signatory's authority to sign for the shareholder has
been presented uith respect to the vote, consent,
waiver, proxy appointment or proxy appointnent
revocation;
(v) two or persons a.re the shareholder as co-tenants
mo-re
or fiduciaries and the name signed purports to be the
name of at least one of the co-tenants or
fiduciaries. and the person signing appears to be
acting on behalf of all the co-tenants or
fiduciaries; or
(vi) the acceptance of the vote, consent, Haiver, Prcxy
appolntment or proxy appointment revocation is
otherwise proper under ruies established by the
corporatlon that are not inconsistent with this
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 Secti,on il.
The corporati.on 1s entitled to aeject a vote, consent,
walver. proxy appointment or proxy appoiotment rewocation if the
secretary or other officer or agent authorized to tabulate votes,
acting in good faith, has reasonable basi.s for doubt about Lhe
validity of the signature on it or about the signatoryrs authority
to sign for the shareholder,
Neither the corporat.ion nor its officers nor any agent who
accepts or rejects a vote, consent, waiver, proxy appointment or
proxy appointment revocatj-on j-n good faith and in accordance with
the standards of this Section is liable in damages for th€
consequences of the acceptance or lejection.

Section 1-2. IrrlEo*ll.rr Action b'y Sbar.IrolderB. Any action

required or p€rmitted to be taken at a meeting of the shareholders
may be taken without a meeting if a wrltten 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
Iast writing necessary to effect the action is recej-ved by the
corporation, unless aII of the writings specify a different
effective date, in which case such specifj.ed date shalI be the
effective date for such action. If any shareholder revokes
his consent as ptovided for herein prior to what would otheruise
be the effective date, the action proposed in the consent sha:I 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 L2 may revoke
such consent by a wnting signed by the sharehol"der describinq the
action and stating that the shareholder's prior consent thereto is
revoked, if such writing is received by the corporation before the
ef f ect.iveness of the action.

Section !,3, f(Eetir'ga by lelocc@lrnication. Any or all of the

shareholders may partj.cipate in an annual or special shareholders'
meetinq by, or the meeting may be conducted through the use of,
any means of cornmunication by which all Persons partici-pating in
10
the meeting nay hear each other during the neeting. A shareholder
participating in a meeting by this means is deesed to be preseni
in person at the meeting.

ART:CLE III
Board of Dlrectors
Section 1- Genera1 P6r€!r. A1l corporate po!,rers shaLl be
exercised by or upder the authority of, and the bus.iness and
affairs of the corpgration shall be managed under the dj.rection of
its board of directors, except as othersrise provided in the
Colorado Business Corporation Act or the artictes of
incorporation.
Section 2. Nruber, 9nalificatioar .!d l€nur€. The nunicer of
directors of the corporation sirall be fixed from time to time by
the board of directors, withi.n a range of no .Less than one or more
than five, A director shall L'e a natu.ral person who is ei_ghceen
years of age or older. A director need not be a resident of
Colorado or a shareholder cf the corporation.
Directors shaII be elected at each annual rnee! ing of
shareholders. Each di.rector shall hold of fi.ce until the next
annual meetiog of shareholders follovrj.ng his election and
thereafter unti] his successor shalL have been eiected and
qualified. Directors shall be removed in the manne, provided by
the Co-Iorado Business Corporation Act.

Section 3. Vecancia3. Any dj-rector rnay resign at arly time by

giving wricten notice to Ehe corporat j.on. Such resilnation shaIl
take effect at the time the notice is recej-ved by the corporation
unless lhe notj.ce specifies a LaLer effective date. Unless
othervrise specified in the notice of resignation, the
corporationr s acceptance of such resignat.ion sha1l" not be
necessary to make it effective. Any vacancy on the board of
directors nay be fifled by the affirmacive vote of a majority of
the shareholders or the board of directors. If the directors
renaining in office constitute fewer than a quorun of the board,
the directors may fill the vacancy by the affirmative vote of a
majorlty of ail the directors renaining in office. If elected by
the dlrectors, the director shalI hold office until" the next
annual shareholders' meeting at lrhlch directors are elected. If
elected by the shareholders, Ehe director shall hold office for
the unexpired term of his predecessor in office, except that' if
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Lhe directorrs predecessor lras elected by the directors to fil] a
vacaney, the director elected by lhe shareholders shaIl hold
cffice for the unexpired term of the Iast predecessor elected by
the shareholders.
S€ction 4. nagul'ar ldc.rtingr. A regular meeting of t,he boald
of directors shall be held wi,thout notice lmnediately after and at
the same place as the annual meeting of shareholders. The board of
directors may provide by resolution the tlme and pLace. either
wi-thin or outside Colorado, for the holding of additional regular
meetings without other notice.
Section 5, St 6cial ltaotj,nE . Speci.a] meetings of the board of
directors may be caLled by or at the reques: of the president or
any two directors. The person or persons authorized to call
special meetings of the boa.rd of directors may fix any place,
either vrj.thin or outside Colorado, as the place for hotding any
special meeting of the board of directors called by .-hem, provided
lhat no meeting shalI be called outside the State of Colorado
unless a majorj-ty of the board of directors has so authorized.
Section 6. Eotice. Notice of any special meetj.ng shaLl be
given 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 trangmitted by telegraph, telex,
eiectronically transmitted facsimile or other form of wire or
wireless consnunication. If mailed, such notice shall be deemed to
be given and to be effective on the earlier of (i) three days
after such noEice is deposited in the United States mail, properly
addressed, with postage prepaid, or (ii) tbe date sholrn on the
return receipt, if mailed by registered or certified mail return
recej-pt requested. If notice is given by teIex, electronically
transmitted facsimile or other similar torm of wire or wireless
communication. such notj,ce shall be deemed to be given and to be
effective when sent, and with respect to a telegram, such notice
shafl be deemed to be given and to be effective vhen the telegram
is delivered to the telegraph company, If a director has
designated in writ.ing one or nore reasonabLe addresses or
facsimile numbers for delivery of notice Eo hiin, notice sent by
mai], Eelegraph, tefex, el-ectronically transmi.tted facsimile or
other form of r.rire or wirefess communication shall not be deemed
to have been given or to be effective unl"ess sent to such
addresses or facsimj,Ie nunbers, as the case may be.

A director may waive notice of a meeting before or after the

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time and date of the meeting by a writing signed by such dlrector.
Such waiver shall be delj-vered to the corporation for filing with
the corporate records. further, a director's attendance at or
participation in a meeting vraives any required notice to him cf
the meeting unless at the begj-nning of the meeting, or prornptly
upon his later arrival, the director objects to holding the
heeting or txansacting business at the rneeting because of l-ack of
notice cr defective notice and does noE thereafter vote for or
assent to action taken at the meeting. Neither the buslness to be
transacted at, nor the purpose of, any regular or specj-al meeting
of the board of directors need be specified in the notice or
!.Jaiver of notice of such meeting,

Section 7. Quon8. A majority of the numlce r of direcrors

fixed by the board of directors pursuant to Section 2 or, if do
number is fixed, a majority of the number in office imrnediately
before the meeting begins. shaIl, constitute a quorum for the
Eransaction of business at any meeting of the board of directors.
If less than such majority is present at. a meeting, a majority of
the directors present may adJourn the meeting from t irne to time
without further notice, for a period not to exceed sixty days at
any o e adi ournmen! .

Section 8. l(.aao: of AcCiag. 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.
Sectj,on 9. Cq)Gration - 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 sun for attendance at each rneeLing, a sLated salary as
director, or such other compensation as hhe corporation and the
director may reasonably agree upon. No such payment sha.J-i- preclude
any director from serving the corporation in any other capacity
and receiving compensation therefor.
S€ction 10. P!..uqrtion oZ lraat. A director of the
corporation who i-s present at a meeting of the board of directors
or cornmittee of the board aE which action on any corporate matter
is taken shall be presumed to have assented to the action taken
unless (i) the director objects at the beginning of the meeting,
o, promptly upon his arriva], to the holding of the mecting or che
transaction of business at the meeting and does not thereafter
vote for or assent to any action taken at Ehe meeLing, (ii) the
director contemporaneously requests that hLs dissent or abstention
13
as to any specif,ic action taken be entered in the minutes of the
meeting, or (iii) the clirector causes written notice of his
dissent or abstentior] as to any specific action to be received by
the presidlng officer of tlte meeting before its adjournment or by
the corporation promptly after the adjournment of the meeting. A
director nay dissent to a specific acticn at a &eetingf while
assenting to others. The right to dissent to a specific action
taken at a meeting of the board of directors or a conEnittee of
the board sha].l not be availabfe to a director who voted in favor
of such action.
Section 11. C ittees. By resol.utlon adopted by a majority
of aII the directors j.n office when the action is taken, the board
of directors may designate flom among its members an executive
committee and one or more other conunittees, and appoint one or
mcre members of the board of directors to serve on them, To the
extent provided in the resolut.ion, each cohnj.ttee shaLl have ail
the authority of the board of directors, except that no such
committee shall have the authority to (i) authorize distr:-butions,
(ii) approve or propoae to shareholders actions or proposa]s
required by the Colorado Busj-ness Corporation Act to be approved
by shareholders, (1ii) fill vacancies on the board of dixector.s or
any condrittee thereof, {iv) amend articies of incorporation, (v)
adopt, amend or repeal the bylaws, {vi) approve a p.lan of merger
not requiring shareholder approval, (vii) authorize or approve t.he
reacquisition of shares unless pursuant to a formula or method
prescribed by the board of directors, or (viii) authorize o.r
approve the issuance or sale of shares. or contract for the sale
of shares or determine the designations and relative rights,
preferences and lir.itations of a cfass o-r series of shares. except
that the board of directors may authorlze a committee or officer
to do so within limits specifically prescr:-bed by the board of
directors. The conmittee shall then have fuJ.J- power within the
limits set by the board of, direct,ors to adopt any final resolution
seEting forth all preferences, limitations and relative rights of
such class or series and to authorize an amendment of the articles
of i-ncorporation stating the preferences, li-hitations and relative
rights of a class or seri-es for filing with the Secretary of State
under the Colorado Buslness Co.rporation Act,
Sectlons 4, 5, 6, ?, 8 and i2 of Article III, L,hich govern
meetings, nolice, waiver of notice, quorum, voting requirement s
and aclion without a meet.ing of the board of dj-rectors, shal1
apply to corMLittees and their members appointed under this sect.ion
11.
14
 Neither Lhe designation of any such corunitr-ee, the delegation
of authority to such comrnittee. nor any action by such conunittee
pursuant to its authority sha1l alone constitute compliance by any
member of the board of directors or a member of the committee i,n
questj.on with his responsibility to conform to the standard of
care set forth in Article IIf, Section 14 of these bylaws.
Sectj-on 12. Infor.l Actioa lr:f Directol.3. Any acticn required
or permitted to be laken at a meeting of the directors or any
corwittee designated by the board of directors may be taken
without a meeting if a |rrilten consent (or counterpar:ts thereof)
that sets forth the action so taken is signed by aIl of the
directors entitled to vote with respect to t.he act.ion taken. Such
consent shall have the same force and effect as a unanimous vote
of the dj.aectols or committee members and may be stated as such in
any document. OnLess the consent specifies a different effectlve
date. action taken under this Section 12 is effective at the time
the last director sj.gns a writing descrLbing the action taken,
unless, before such time, any director has revoked his consent by
a writing signed by the director and ,eceived by the president or
the secretary of the corporation.
Section 13, T.I€pho&ic r4eetings. The board of directors may
permit any director {or any member of a conrftit:ee designated by
the board) to partici.pate in a reguLar or special- meeting of the
board of directors or a comnittee thereof through the use of any
means of cornmunication by which all directors participating in the
meeting can hear each other during the meeting. A director
participatj.ng in a meeting in this manner is deemed to be present
in person at the neeting.
Section 14. St8lderd of car6. A director shall perform his
dutiea as a dj.rector, including Bithout liRitation his dutj-es as a
member of any corunj-ttee of the board, in good faith, in a manner
he reasonably belj.eves to be in the best j.nterests of the
corporation, and rrith tl^re care an ordinarily prudent person in a
1j.ke posiLion roould exercise under simiLaL cj.rcumstances. In
performing his duties, a director shaLl be entLtled to rely on
infolt0ation. opinions, reports or statements, inc]'uding fi-nancial
statements and other fj.nancial data, in each case prepated or
presented by the p€rsons herein designated. However, he shall not
be considered to be acting in good faith if he has knowledge
concerning the Batter in question that would cause such reliance
to be unwarranted. A direcLor shall not be liable 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
ornission, he performs his duties in compliance with this section
14.

The designated persons on whom a director is entit.Ied to rely

are (i) one or lnore officers or employees of the corporation whom
the director reasonably belj-eye3 to be reliable and competent in
the matters presented, (ii) legaf counsel, public accountant, or
other person as to matters whlch the director reasonably believes
to be within such personis professional or expert competence r or

(iii) a committee of the board of direc:ors on which the director

does not serve if the director reasonabl"y believes the corunit'tee
merias confidence.
ARTICLE I,V
Offioera aad lg.rrtt
Section 1, Gcncrr].. The officers of the corporation shall be
a president. one or more vice presidents, a secretary and a
treasurer. each of whom shall be a natural person eighteen years
of age or older. The board of directols or an officer or offj-cers
authorized by the board may appoint such other officers. assistant
officers, committees and agents, j.ncludlng a chairman of the
board, assistant secletaries and assist.arL '-reasurersf as
they may consider necessary. The board of di.rectors or the
officer or officers authorized by the board shaIl from tire to
Eime determine the procedure for the appointment of officers,
their term of office, their autho.rity and dutles and their
conpensation. One person may hold more than one office. In all
cases where the duties of any officer, agent or emp] oyee are not
prescriLred by the bylalrs or by the board of directors, such
officer, agent or employee shall follow the orders and
instrucLions of the president of che corporaiion-
Section 2- rl4rointu.at and ?era of Offic.. The officers of
Lhe corporation shall be appointed by the board of directols at
each annual r0eeting of the board held after each annual neeting of
the shareholders. If the aPPoinernent of officers is not made at
such meeting or if an officer or officers are to be appoi-nted by
another officer or officers of the corporation, such aPpointments
shail be made as soon thereafter as conveniently may be. Each
cf f .rcer shall hold of fj.ce until the first of the following occurs:
16
his successor shall have been duly appointed and gualified, his
cieath, his resignation. or hi-s removal in Ehe manner provided in
Section 3.
Section 3. nsligD'atioB .nd Rdovel. An officer may resign a!
any time by giving written notice of resignation to the
corporation. The resignatj.on is effective when the notice is
received by the corporat.j.on unless the notice specifies a later
effective date .

Any of fi-cer or agent may be removed aE any ti,me wlth or

lrithout cause by the board of directors ox an officer or officers
authorized by the board. Such removal does not affect t.he contract
rights, if any, of the corporation or of the person so removed.
The appoi-ntment of an officer or agent shall not in iLself create
contracL ,ights.
Section 4. V.caDcios. A vacancy in any office, hcwever
occulring, may be filIed 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, rray
permit the officer to rernain in office until the effective date
and nay fiII the pending vacancy before the effective date if the
board of directors or officer or cfficers authorized by the board
provide that the successor shall not take office untit the
effective date. In the alt€rnative, 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 resu.It ing vacancy.
Section 5. Preri&nt. Subject to the direclion and
supelvision 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 presidenE shall
attend in person o! by subsLitute appointed by him, or shaIl
execute on behalf of the corporation written instruJnents
appointing a proxy or proxies to represent the corporation, at all
meetings of the stockholders of any other corporation j-n r+hich the
corpolation holds any stock. On behalf of the corporation, the
president nay in pelson or by substitute or by Proxy execute
HriEten h,aivers of notice and consents with respect !o any sueh
l7
meetings- At all such meetings and otherh,ise, the president, in
person or by substitute or proxy, may vote the stock held by the
corporation, execute !.r!itten consents and other instrunents with
respect to such stock, and exercise any and a1l rights and powers
incj.dent. to the ownership of saj.d stock, subject to the
instructions, if any, of the board of directors. The president
shali have custody of the treasurer's bond, if any.
Sectlon 5. vic€ Plaridaats. The vice presidents shall assist
the president- and shall perform such dulies as may be assiqned to
them by the president or by the board of drrecto::s. In the absence
of the president, the vice plesident, rf any (or, if nore than
one, the v.ice presidents in the order designated by the board of
directors, or 1f the board makes no such designation, theD the
vice president designated by the presi-deht, or if neither the
board nox the president makes any such delsignation, the senior
vlce president as determined by first electlon to that office),
shall have the powers and pelform the duties of the president.
Section 7. Slacrttary,. The secretary shal1 (i) prepare and
maintain as permanent records the minutes o{ Lhe proceedings of
the shareholders and the board of directois, a record of a11
actions taken by Lhe shareholders or board of directors without a
meeting, a record of all actions taken by a corunittee of Ehe board
of direclors in place of the board of directors on bebalf of the
corporation, and a record of all waivers of notice of meetj-ngs of
shareholders and of the board of directors or any cor mj.ttee
thereof, (ii) see that alI ;lotices are dul,y given in accordance
rrith the provisions of these bylaws and as required by law, (iii)
serve as custodlan of the corporate records and of the seal of the
corporation and affix the seal to all docunents when authorized by
Lhe board of directors, (iv) keep at the corporation's regist.ered
of fj.ce or principal place of business a record containing tbe
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 serj,es of sbares sit.hin each voting group, that is
alphabetical within each class or ser:es and that shoHs the
address of. and the number of shares of each class or series held
by, each shareholder, unless such a record shal1 be kept at the
office of the corporatignrs transfer agent or regist-rar, (v)
maintain at the corporation's principal office the o!iginals or
copies of the corporation's artlcles of incorporation, bylaws,
minutes of all shareholders' meetings and records of aI1 actj"on
taken by shareholders wilhout a meetinq for the past three years.
aII written conmunications within the past three yeals to
18
shareholders as a group or to;he ho.Lders of any class cr series
of shares as a groupr a list of the narnes and business addresses
of the current directors and offj.cers, a copy of the corporationrs
most recent corporate report filed i,ith the Secretary of State,
and financial statements sho!',ing in reasonabLe detail the
corporation's assets and liabilities and resu]ts of operations for
the IasE three years, (vi) have general charge of the stock
transfer books of the corporation, unless the corporation has a
transfer agent, (viil authenticate records of the corporation, and
(viii) in general, perform aII dutj.es 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 secreta.ries. if any, sha11 have the sarne duties and
powers, subject to supervision by the secretary, ?he directors
and/or shareholders may hoi{ever respectively designate a person
other than the secretary or assistant secretary to keep the
minutes of thei.r respective meetings.
Any books, records, or minutes of the corporation may be in
written forR or in any form capable of being converted into
written form srithin a reasonable time.
Section 8. &oesurcr. The treasurer shalJ be the principal
financial officer of the corporation, shall have the care and
cu6tody of all funds, securities, evideoces of indebt edness and
other personal property of the corporation and shall deposit the
same in accoxdance with the instructions of the board of
directors, He shall receive and give receipts and acguitLances for
money paid in on account of the corporaLion, and shall pay out of
the corporationrs funds on hand all bills, payrolls and other just
debts of the corporation of whatever nature upon maLurity. He
shall perforn alL other duties incident to the office of the
t.reasurer and, upon request of the board, sha.Ll make such reports
to it as may be required at any time. He shail, :f required by the
board, give the corporat.ion a bond in such sums and with such
suret,ies as shall be satisfactory to the board, conditj"oned upon
the faithful performance of his duties and for the restoration to
the corporatlon of all books, papers, vouchers, money and other
property of whatever kind in his possession ot under his contlol
belonging to the corporation. He shall have such other powers and
perform such other duties as may from time to time be prescribed
by the board of directors or the president. The assistant
treasurers, if any, shall have the same powers and duties, subject
to the supervlsion of the treasurer.
19
 The treasurer shall aiso be the principal aeeounting officer
of lhe corporation. He shalL prescribe and marntain the methods
and systerns of accounting to be fol.lowed, keep coFplete books and
records of account as required by the Colorado Business
CorporaEicn Act, prepare and file all 1ocal, state and federa.l tax
.returns. prescribe and maiotain an adequate system of internal.
audit and prepare and furnish to the president and the board
of directors sLatements of account showing the financial position
of the corporation and the resul"ts of its operations.

ARTICI,E V
Stock

Section 1. Gertificetss. The board of directors shall be

authorized to issue any of its classes of shares with or without
certificates, The fact that the shares are not represented by
certificates shall have no effect on the rights anci obligations of
shareholders. If the shares are represenced by certificates, such
shares shal-L be represented by corrsecutively nunbered certificates
signed, either manually or by facsinr-ile, in the name of the
corporaiion by one or more persons designated by tile board of
directors. In case any officer who has sj-gned or whose facsirnile
signature has been placed upon such certificate shall have eeased
lo be such officer before such cextificate is i.ssued, such
certificate may nonetheless be i"ssued by the corporation uith the
same effect as if he were such officer at the date of its issue.
Certificates of stock shall be in such form and shall contaLn such
inforrnation consisEent with 1aw as shalL be prescribed by the
board of directors. If $hares are not represented by certificates,
within a reasonabLe tine following the issue or transfer of such
shares, the corporation shall send the shareholder a conplete
written statemen! of a1I of the information required to be
provided to hol"ders of uncertificated shares by the Co,torado
Busi.ness Corpo-rat ion Act,

Section 2. Coasideratioo fo! sb..tes. Certificated or

uncertificated shares shalI not b€ issued unti} the shares
represented thereby are fuliy paid. The board of directors may
authorize the issuance of shares for consideration consisting of
any tanglble or intangible property or benefit to the corporatj,on,
including cash, pronissory notes, services performed or other
securities of Lhe corpolation. future services shall not
constitute paymenl or parLia] payment for shares of the
corporation. The proftissory note of a subscriber or an affitiate
20
o: a subscriber shall- not ccostitute payment or partial pa)rrnent
for shares of the corporation unless the note is negotiable and is
secured by collateral, other than the shares being purchased.
havinE a fair niarket value at least egual to the principal amaunt
of the note. Eor purposes of this Section 2, "promissory note'
means a negotiab.Le instnment on which there is an obligation to
pay independent of collateral and does not include a non-reeourse
note.
Section 3. Ioat Cartiftcata!, fn case of the alleged ioss,
destruction or mutilation of a certificate of stock, the board of
directors may direct the issuance of a neu certj-ficate in Iieu
thereof upon such terms and conditions in conformity with 1aw as
the board nay prescribe. ?he board of directars may in its
discretion require an affidavit of Lost certificate and/or a
bond in such form and amount and lrith such surety as it may
determine before issuing a neir certificate.
Section 4. tran8f,€r of thrros, Upon surrender to the
corporat.ion or to a transfer agent of the corporation of a
certificate of stock duJ-y endorsed or accompanied by proper
evidence of succession, assi-gnment o.r authority to transfer. and
receipt of such documentary sEamps as may be required by fa!, and
evidence of compliance vrith a1J. appJ.icable securities laws and
other restrictions, the corporation shall issue a ner^r certificate
to the person entitLed thereto, and cancel the old certificate.
Every such transfer of stock shal.I be entered on the stock books
of the corporation lrhich shall be kept at its principal office or
by the person and the place designated by the board of directors.
Except as otherwise expressly provided in Article II,
SecLions 7 and 11, and except for the asserti,on of dissenters,
rights to the extent pxovided in Article 113 of the Colorado
Business Corporation Act, the corporation shal"l be entitled to
treat the registered holder of any shares of the ccrpolation as
the owner thereof for afl purposes, and the corporatj-on shalL not
be bound to recognize any equitable or other clain to, or interest
in, such shares or rights deriving from such shares on the part of
any person other than the registered hoLder, including without
Iimitalion any purehaser, asslgnee or transferee of such shares or
rights derlvi"ng from such shares, unless and unEil such other
person becoftes the regiStered holder cf such shares, whether or
not the corporation shaIl have either actual or constructive
notice of ihe claimed interest of such other person'
2l
 Section 5. llraarfer AEent, B.gj'stlrrt and Plying Ag€rrts. The
board may at its dj-screticn appoint one or more transfer agents,
registrars and agents for making palment upon any class$ of
stock, bond, debenture or other secu.rj.ty of the corperatio:1. Such
agents and registrars may be Iocated either within or outside
Colorado. They shall have such rights and duties and shall be
entitled to such compensation as may be agreed,

ARTICLE VI
IndeD'if iortion of Castain l€rrora
Section 1. Indortification. Eor purposes of Artlcle vI. a
"Proper Person" means any perEon !'rho was or is a party or is
t.hreatened to be made a party to any threat.ened, pending, or
conpleted action, suit or proceeding, whether civii, crimlnai,
administraLive or lnvestigative, and whether formal or informal,
by reason of the fact that he is or was a director, officer,
e{lployee. fj-duciary or agent of the corpo.raLion, or is or was
serving at the request of the corporation as a director, officer,
partner, trustee, employee, fiduciary or agent of any foreign or
domestic profiE ar nonprofit corporation or of any partnership,
joint. ventu!€, trust, profit or nonprofit unincorporated
association. limj.ted Iiability company, or other enterprise or
employee benefit p.lan. The corporation shall indennify any Proper
Person against reasonably incurred expenses (including attorneys'
fees), judgments, penai-ties, fines (includinq any excise tax
assessed rith respect to an emp:-oyee benefit pl-an) and amounts
paid in settlement reasonably incurred by him in connection srith
such action, suit or pxoceeding if it is determined by the groups
set forth in Section 4 of this Artici.e that he conducted himself
in good faith and chat he reasonably believed (i) in the case of
conduct in his official capacity wj.th the corporation, that his
conduct was .in the corporation's best interests, or {ii) in alf
other cases {except criminal- cases), that his conduct was at least
not opposed to the corporationrs best j.nterests, or (iii) in the
case of any criminal proceeding, that he had no reasonabl-e cause
to believe his conduct was unlawful. A ProPer Person wilI be
deemed to be acting in his official capacity r,hile acting as a
director, officer, emplovee or agent on behalf of this co.rPoration
and not v,ihile acti-ng on this corporation's behalf for some other
ent ity .

iofl shall be made under this Article vI to a

No lndernni ficat
Proper Person with resPect to any c1aim, i.ssue or matter ln
22
connection w:.th a proceeding by or in the right of a corporat.J.on
in which the Proper Person was adjudged liabLe t.o the corporatlon
or in connection witb any proceeding cha:ging that the Proper
Person derj.ved an improper personal benefit, whether or nct
involving action in an officlal capacity. in which he was adjudged
.Liable on the bas.is that he derived an inproper personal beneflt,
further, indemnif:cation under Chis Section in connection wiLh a
proceeding brought by or rn Lhe right of the corporation shall- be
linited to reasonable expenses, inctuding attorneys' fees,
incurred in connection with the proceeding-
Section 2. Right to Ind{nlfication. The corporation sha}l
indennify any Proper Person who was wholly successful, on the
merits or otheruise, in defense of any action, suit, or proceeding
as to which he was entitled to indsnnification under Section 1of
this Altic1e VI against expenses (includj.ng attorneysr fees)
reasonably incurred by him in connection r'iith the proceeding
wit-hout the necessity of any action by the corporation other than
the deLerminalion in good faith Lhat the defense has been wholly
successful.
Section 3. lff€ct of Ieraination of ectioD. The termination
of any action, suit or proceeding by judgment, order, settLement
or conviction, or upon a plea of, nolo contendere or its equivalent
shall not of itself create a presunpt ion that the person seeking
indemnlficatlon did not meet the standards of conduct described in
Section 1of thls ArticLe VI . Entry of a judgment by consent as
part of a settlenent shall not be deemed an adjudication of
liability, as described in Section 2 of this Article VL
Section 4. Groqra Authorized to l{i.to Irrdo'Iification
Dot-rsimtion. Except r,shere there is a riqht to indemni f i. cat ion as
set forth in Sections 1 or 2 of. this Article or where
lndemnificatioo is ordered by a court in sect.ion 5, any
indemnification shall be made by the corporation only as
authorized in the speciflc case upon a determination by a proper
group that indemnification of trle Proper Person i-s permissible
under the circunstances because he has met lhe applicable
standards of conduct set forth in Section 1 of this Article. This
determinaticn shall be made by the board of directors by a
rnajority vote of those present at a meeting at whi-ch a quorum is
present, $hich quorum shall consist of directors not parties to
the proceeding ("Quorum'). If a Quorum cannot be obtained, the
determination shall be made by a majoriLy vote of a coflunittee of
the tloard of directors designated by the board. which committee
23
shall consist of two or more directors not parties Eo lhe
proceeding, except that directors who are parties to the
proceeding may participats j.n the designation of directoxs for the
cornmittee - If a Quon.lln of the board of directors cannot be
oblained and the cornrnittee cannot be established, or even if a
ouoruin is obtained or th€ conurj-ttee is designated and a najority
of the directors constituting such Quorurn or committee so directs,
the determination shafl be made by {i) independent legal counsel
selected by a vote of the board of directors or the conEIlittee in
the manner specj-fied in this Section 4 or, if a Quorum of the full
board of directofs cannot be obtained and a committee cannot be
established, by independent legal counsel seLected by a Inajority
vote of the ful,l board (including directors who are parLies to the
action) or (ii) a vote of the shareholders.
section 5. Court Oadascd Isdmnificatioa, Any Proper Person
may apply for indemnification to the court conducting the
proceeding or to another court cf competent jurisdictj-on for
mandatory lndemnification under Section 2 af this Article,
including indemnification for reasonable expenses incurred tc
obtain court-ordered indenniti,cation. If the courr; determines that
such Proper Person is faj-rly and reasonably entitled to
indemnifjcation in vier.r of all the relevant ej.rcumstances, whether
or not lie net the standards of conduct set forth in Section 1of
t.his Article or was adjudged 1iable in the proceeding, the court
may order such indemnification as the court deefts proper except
that if the Proper Person has been adjudged liable,
indennlfication shall be Iimited to reasonable expenses incurred
j-n connection wit'h the proceeding and reasonabfe expenses incur:red
to obtain court-ordered lndetnni ficat ion.
Section 6. Idvrne of E:qlencea. Reasonable expenses
(including attorneys' fees) incurred in defending an action, suit
or proceeding as described in Section i may be paid by the
corporation to any Proper Person in advance of the final
dlsposltion of such action, suit or proceeding upon receipt of (i)
a Hrj.tten affirmation of such Proper Person's good faith belief
that he has met the Etandards of conduct prescribed by Section 1
of this Article VI, (il) a lrritten underLaking, executed
personally or on the Proper Person's behalf, Lo repay such
advances if it is ultimately determined that he did nct neet the
prescribed standards of conduc: (the undercaking shalI be an
unlinited general obligation of the Proper Person but need not be
secured and may be accepted without reference to financial ability
to make repayment), and (ij"i) a determination j-s made by the
24
proper group (as described j-n Section 4 of this Article VI) that
the facts as then known to the g.roup would not preclude
inden,ification. Determination and authorization of palrnents shall
be made in Ehe same &anner specified in Sectiorr 4 af this Artic1e
trt

Section 7, flitn€sr Erqr.n.€8. The sections of this Article VI

do not limit the corporaEicnrs authority to pay or reirburse
expenses incurred by a director in connection an appeatance
"rithnot
as a witness in a p::oceedinq at a time uhen he has been made a
named defendant or respondent in the proceeding.

Section 8. If6port to Shercholdsar. Any indemni f icat.i on of or

advance of expenses to a director in accordance with this Article
VI, if arlsing out of a proceedinq by or on behalf of lhe
corporation, shall- be reported in writing Lo the shareholders with
or before the notice of the next shareholders' meeting- If the
next shareholder actj-on is taxen urithout a meeting at the
instigation of the board of directors. such notice shall be given
to the shareholders at or before the time the fi.rst sharehofder
signs a writlng consenting to such action.

ARTICLE V]1
PEovision of Ingu:ancq
By action of the board of directors, notwithstanding any
interest of the directors in the action, the corporation may
purchase and naintain insurance, in such scope and anounts as the
board of directors deems appropr.i,ate, on behalf of any person who
ls or was a director, officer, employee, fiduciary or agent of the
colporation, or vho, lrhile a director, officer, ernployee,
tiduciary or agent of the corporation, is or was serving at the
request of the corporation as a directar, officer, partner,
trustee, empfoyee, fiduclary or agent of any other foreign or
domestic corporation or of any partnership, joint venture, trust,
profit or nonprofit unincorporaEed association, iinited liability
company or other enterprise or empJ.oyee benefit plan, against any
liability asserted against, or incurred by, him in that capacity
or arising ouL of his status as such, whether or not t.he
corporation would have the porrer to indemnify him against such
Iiabj.lity under the provisions of Article VI or applicable lalr.
Any such insutance may be procured from any insurance company
designated by the board of directors cf the corporation, whether
such insurance company is formed under the laws of Col.orado or any
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other jurisdicLion of the United StaEes or elsewhere, including
any insurance company in ,rhich the corporallon has an equity
inLerest o.r any other interest. through stock ownership or
otherlrise.

ART:C:E VIII
Miscc]-latr€oua

Section 1. S(teI. The corporate seal of the corporation shall

be circular in form and shall contain the narne of the corporalion
and the words, "Seal, Colotado."
section 2. Fiscal lear. The fiscal year of the corporatlon
shall be as estab-ished by the board of direetors.
Section 3. eooa&€otg. The board of directcrs sha]l have
poHer, to the naximum extent permitted by the CoLorado Business
Corporatlon Act, to make, amend and repeal the bylaws of the
corporation at any regular or speciai meetj.ng of the board unless
the shareholders, in naking, anendj,ng or repealing a particular
byIaw, e>rpressl,y provide that the directors may not amend or
repeal such bylaw. The shareholders also shall have the power to
make, amend or repeal the bylaws of the corporation at any annuai
Reeting or at any special meeting called for that. purpose.
Section 4. G€nde!. The mascu:j.ne gend€r is used in these
bylaws as a matter of convenience ooly and shall. be int.erpreted to
include the feninine and neuter genders as the circumstances
indicate.
Section 5. Conf]-ict3. In the event of any irreconcilable
conflict between these bylaws and either the corporation's
articles of incorporation or applicable iaH, the latter shall
eont.ro].
Section 6. D€f,initioo3. Except as otherrrise specifical!-y
provided in t.hese bylaws, aII terms used in these bylaws shall
have the same definition as in Lhe Colorado Business Corporation
Act.
x LltX"i
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