BYLAWS

Section 5.1 General Powers and Duties. The Board of Directors shall have the power and duty to exercise general supervision over the management of the affairs of the Corporation and shall have the power and authority to do and perform all acts not inconsistent with these Bylaws, the articles of incorporation, or the laws of the State of Colorado.

Section 5.2 Special Powers and Duties. In addition to and without limitation of the foregoing general powers and duties, and such powers and duties as are vested in the Board of Directors by virtue of the Articles of Incorporation, and the laws of the State of Colorado, the Board of Directors is irrevocably vested with, and responsible for, the following powers and duties:

1. Selection, appointment and removal of all officers, agents and employees of the Corporation and the fixing of compensation, therefore.
2. The power and duty to make and enforce such rules and regulations consistent with law, the Articles of Incorporation, the Declaration, and these Bylaws as the Board of Directors may deem necessary or advisable, for the use of the property of the Corporation.
3. The power, but not the duty to borrow money and to incur indebtedness for the purposes of the Corporation, and to cause and to be executed and delivered therefore, in the Corporation’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, assignments, and hypothecations or other evidences of debt and securities, therefore.
4. The power and duty to fix and levy dues and assessments upon the members for the purposes of the Corporation; including, by example and without limitation, the funding of the Corporation’s activities and the making of grants, gifts and distributions, and the establishment and maintenance of adequate reserves for replacements, emergency expenditures, and anticipated capital expenditures.
5. The power to contract for and pay for, as reasonably necessary, fire, casualty, blanket liability, malicious mischief, vandalism, errors and omissions, and other insurance insuring members, the Corporation, the Board of Directors, the officers, agents, and employees of the Corporation, and other interested parties as the Board deems advisable.
6. The power to cause the Corporation to indemnify as appropriate the officers, directors, agents, employees and members of the Corporation to the fullest extent permitted by law.
7. To exercise all and every other power, not inconsistent with the Articles of Incorporation, as is vested by law in the Corporation and the Board of Directors.
8. The power to enter into contracts on behalf of the Corporation for the reasonable needs of the Corporation.
9. The power to set policies and procedures of the Corporation.

Section 5.3 Qualifications. To serve as a Director, an individual must be at least 18 years old. A director need not be a citizen of the United States or a resident of the State of Colorado.

A Director shall perform the duties of a Director in good faith, in a manner such Director believes to be in the best interest of the Corporation, and with such care, including reasonable inquiry, as an ordinary prudent person in a like situation would use under similar circumstances.

Section 5.4 Number. The number of Directors shall be between three (3)and fifteen (15) and may be increased or decreased without further amendment of these Bylaws, but no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. At no time may the number of Directors be less than five (5).

Section 5.5 Election and Terms. Each Director after the initial Board of Directors, shall be elected by the Board of Directors to serve a three-year term, or until their successor is elected, whichever is longer. Any vacancy occurring on the Board of Directors shall be filled by majority vote of the directors, though less than a quorum.

At each annual meeting of the Board of Directors, the Board of Directors, by affirmative vote of a majority of the entire Board of Directors, shall elect the successors of those directors whose terms expire at that meeting. Such successors shall be elected to hold office for a term expiring at the annual meeting of the Board of Directors held in the third year following the year of their election and each director so elected shall hold office until the earlier of (i) the due election of his or her successor and (ii) his or her death, resignation or removal.

Newly created directorships resulting from an increase in the authorized number of directors and vacancies occurring in the Board of Directors for any cause, including any such vacancy occurring by reason of the removal of any director from office with or without cause, may be filled by the vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director; provided that any director so elected shall serve for a term that ends three years following the date of the annual meeting immediately preceding such director’s election. Each director so elected shall hold office until the expiration of the term for which he or she was elected and until the earliest of such director’s successor being elected and qualified or until such director’s death, resignation or removal.

Section 5.6 Meetings. Regular meetings of the Board of Directors shall be held at the place and time designated by the Board of Directors, including phone conference calls, monthly, or annual meetings, or otherwise as called by a majority of the Board of Directors.

Section 5.7 Special Meetings. Special Meetings may be called by the Chief Executive Officer of the Corporation, or a majority of the Executive Committee of the Board of Directors, or a majority of the Board of Directors. Persons authorized to call special meetings shall provide notice of time and location of such meetings and state the purpose thereof, and no other matter shall be considered by the Board of Directors at such special meeting except upon unanimous vote of all Directors present.

Section 5.8 Annual Meetings. Directors may meet each year for the purpose of organization, the election of officers, and transaction of other business. The time and location of such meeting shall be at such a place, date, and time as the Board of Directors shall designate and shall be noticed in writing.

Section 5.8 Notice and Waiver. Notice of regular meetings and special meetings should be, but need not be in writing. Notices can be delivered electronically including via email or facsimile, or other electronic means. Attendance at any meeting shall be considered waiver of the notice requirement thereof.

Section 5.9 Attendance Any member of the Board of Directors may also act through designation of a person to attend and act on behalf of such Director. Any such designation shall be done by written proxy executed by such Director or the Director’s attorney-in-fact. Any Director may at any time waive the notice required to be given under these Bylaws, or action may be taken by unanimous written consent thereto without meeting. Any Board member may participate in a meeting by conference telephone or other communications equipment by which all persons participating can hear each other at the same time, and such participating shall constitute presence in person at the meeting.

Section 5.10 Quorum. A quorum of the Board of Directors shall consist of a majority of the Directors. If at any meeting, less than a quorum is present, the majority may adjourn and reschedule the meeting without further notice to the absent Directors.

Except as otherwise provided by the Not-for-Profit Corporation Law and except as otherwise provided in these Bylaws, the vote of a majority of the directors present at the time of the vote, if a quorum was present at the beginning of such meeting, shall be the act of the Board of Directors. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

Section 5.11 Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors or by any committee thereof may be taken without a meeting if all of the members of the Board of Directors or of such committee consent in writing (including by means of an electronic mail message) to the adoption of a resolution authorizing the action. If action is so taken without a meeting, the resolution and the written consents thereto by all of the members of the Board of Directors or such committee shall be filed with the minutes of the proceedings of the Board of Directors or of such committee, as the case may be.

Section 5.12 Vacancy. Any vacancy occurring in the Board of Directors shall be filled by majority vote of the remaining members, though less than a quorum. Each person so appointed shall serve until the duration of the unexpired term, or until the next annual meeting

Section 5.13 Removal. Any Director may be removed by majority vote of the remaining members. Reasons for removal include but are not limited to failure to act in the best interests of the Corporation, lack of sympathy with the stated purposes of the Corporation, or actions which jeopardize the Corporation’s reputation or standing.

Section 5.14 Compensation. No Director shall receive any compensation for services performed in the conduct of the Corporation’s business; provided, that (i) nothing herein contained shall be construed to preclude any Director from serving the Corporation in some other capacity and receiving compensation therefore; and (ii) any Director may be reimbursed for reasonable expenses incurred in performance of their duties.

Section 5.15 No loans shall be made by the Corporation to its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the Corporation for the amount of such loan until the repayment thereof.