office of the Corporation shall initially be located at 3636 S. Jason Englewood,
Colorado 80113.The Corporation may have other offices at such places within
without the State of Colorado as the Board of Directors may from time to
Office and Agent
office of the Corporation in Colorado shall be located at 6412 S. Quebec
Englewood, Colorado 80111 and the registered agent shall be Lee E. Schiller.
Board of Directors may, by appropriate resolution from time to time, change
registered office and/or agent.
The annual meeting
of the Stockholders for the election of Directors and for the transaction
such other business as may properly come before such meeting shall be held
such time and date as the Board of Directors shall designate from time to
by resolution duly adopted.
A special meeting
of the Stockholders may be called at any time by the President or the Board
Directors, and shall be called by the President upon the written request
Stockholders of record holding in the aggregate twenty per cent (20%) or
the outstanding shares of stock of the Corporation entitled to vote, such
written request to state the purpose or purposes of the meeting and to be
delivered to the President.
All meetings of
the Stockholders shall be held at the principal office of the Corporation
such other place, within or without the State of Colorado, as shall be
determined from time to time by the Board of Directors or the Stockholders
Change in Time or Place of Meetings.
The time and place
specified in this Article III for annual meetings shall not be changed within
thirty (30) days next before the day on which such meeting is to be held.
notice of any such change shall be given to each Stockholder at least twenty
(20) days before the meeting, in person or by letter mailed to his last known
post office address.
Notice of Meetings.
stating the place, day and hour of the meeting, and in the case of a special
meeting, the purposes for which the meeting is called, shall be given by
under the direction of the President or Secretary at least ten (10) days
more than fifty (50) days before the date fixed for such meeting; except
the number of the authorized shares of the Corporation are to be increased,
least thirty (30) days' notice shall be given. Notice shall be given to each
Stockholder entitled to vote at such meeting, of record at the close of business
on the day fixed by the Board of Directors as a record date for the
determination of the Stockholders entitled to vote at such meeting, or if
such date has been fixed, of record at the close of business on the day next
preceding the day on which notice is given. Notice shall be in writing and
be delivered to each Stockholder in person or sent by United States Mail,
postage prepaid, addressed as set forth on the books of the Corporation.
waiver of such notice, in writing, signed by the person or persons entitled
said notice, whether before or after the time stated therein, shall be deemed
equivalent to such notice. Except as otherwise required by statute, notice
any adjourned meeting of the Stockholders shall not be required.
otherwise be required by statute, the presence at any meeting, in person
proxy, of the holders of record of a majority of the shares then issued and
outstanding and entitled to vote shall be necessary and sufficient to constitute
a quorum for the transaction of business. In the absence of a quorum, a majority
in interest of the Stockholders entitled to vote, present in person or by
or, if no Stockholder entitled to vote is present in person or by proxy,
Officer entitled to preside or act as secretary of such meeting, may adjourn
meeting from time to time for a period not exceeding sixty (60) days in any
case. At any such adjourned meeting at which a quorum may be present, any
business may be transacted which might have been transacted at the meeting
originally called. The Stockholders present at a duly organized meeting may
continue to do business until adjournment, notwithstanding the withdrawal
enough Stockholders to leave less than a quorum.
Except as may
otherwise be provided by statute or these Bylaws, including the provisions
Section 4 of Article VIII hereof, each Stockholder shall at every meeting
Stockholders be entitled to one (1) vote, in person or by proxy, for each
of the voting capital stock held by such Stockholder. However, no proxy shall
voted on after eleven (11) months from its date, unless the proxy provides
longer period. At all meetings of the Stockholders, except as may otherwise
required by statute, the Articles of Incorporation of this Corporation, or
Bylaws, if a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the Stockholders.
stock in a fiduciary capacity shall be entitled to vote the shares so held,
persons whose stock is pledged shall be entitled to vote, unless in the transfer
by the pledgor on the books of the Corporation he shall have expressly empowered
the pledgee to vote thereon, in which case only the pledgee or his proxy
represent said stock and vote thereon.
capital stock of the Corporation belonging to the Corporation shall not be
directly or indirectly.
Consent of Stockholders in Lieu of Meeting.
Whenever the vote
of Stockholders at a meeting thereof is required or permitted to be taken
connection with any corporate action, by any provision of statute, these
or the Articles of Incorporation, the meeting and vote of Stockholders may
dispensed with if that number of shares which would have been required to
affirmatively upon the action if such meeting were held shall consent in
to such corporate action being taken.
Any meeting held
under this Article III may be held by telephone, in accordance with the
provisions of the Colorado Business Corporation Act.
of Stockholders Entitled to Vote.
The Officer who
has charge of the stock ledger of the Corporation shall prepare and make,
least ten (10) days before every annual meeting, a complete list of the
Stockholders entitled to vote at such meeting, arranged in alphabetical order
and showing the address of each Stockholder and the number of shares registered
in the name of each Stockholder. Such list shall be open to the examination
any Stockholder during ordinary business hours, for a period of at least
(10) days prior to election, either at a place within the city, town or village
where the election is to be held, which place shall be specified in the notice
of the meeting, or, if not so specified, at the place where said meeting
be held. The list shall be produced and kept at the time and place of election
during the whole time thereof and be subject to the inspection of any
Stockholder who may be present.
The business and
affairs of the Corporation shall be managed by the Board of Directors, except
otherwise provided by statute, the Articles of Incorporation of the Corporation,
or these Bylaws.
Number and Qualifications. The
Directors shall consist of at least three (3) members, and not more than
(5) members, as shall be designated by the Board of Directors from time to
and in the absence of such designation, the Board of Directors shall consist
three (3) members. This number may be changed from time to time by resolution
the Board of Directors. However, no such change shall have the effect of
reducing the number of members below three (3). Directors need not be residents
of the State of Colorado or Stockholders of the Corporation. Directors shall
natural persons of the age of eighteen (18) years or older.
Election and Term of Office.
Members of the
initial Board of Directors of the Corporation shall hold office until the
annual meeting of Stockholders. At the first annual meeting of Stockholders,
at each annual meeting thereafter, the Stockholders shall elect Directors
hold office until the next succeeding annual meeting. Each Director shall
office until his successor is duly elected and qualified, unless sooner
displaced. Election of Directors need not be by ballot.
The Board of
Directors may provide by resolution that the Corporation shall allow a fixed
and reimbursement of expenses for attendance at meetings of the Board of
Directors and for other services rendered on behalf of the Corporation. Any
Director of the Corporation may also serve the Corporation in any other
capacity, and receive compensation therefor in any form, as the same may
determined by the Board in accordance with these Bylaws.
Removals and Resignations.
Except as may
otherwise be provided by statute, the Stockholders may, at any special meeting
called for the purpose, by a vote of the holders of the majority of the shares
then entitled to vote at an election of Directors, remove any or all Directors
from office, with or without cause.
resign at any time by giving written notice to the Board of Directors, the
President or the Secretary of the Corporation. The resignation shall take
immediately upon the receipt of the notice, or at any later period of time
specified therein. The acceptance of such resignation shall not be necessary
make it effective, unless the resignation requires acceptance for it to be
occurring in the office of a Director, whether by reason of an increase in
number of directorships or otherwise, may be filled by a majority of the
Directors then in office, though less than a quorum. A Director elected to
a vacancy shall be elected for the unexpired term of his predecessor in office,
unless sooner displaced.
one or more
Directors resign from the Board, effective at a future date, a majority of
Directors then in office, including those who have so resigned, shall have
to fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective. Each Director so chosen
shall hold office as herein provided in the filling of other
adopted by a majority of the Board of Directors, the Board may designate
more committees, including an Executive Committee, each consisting of one
more Directors. The Board of Directors may designate one (1) or more Directors
as alternate members of any such committee, who may replace any absent or
disqualified member at any meeting of such committee. Any such committee,
extent provided in the resolution and except as may otherwise be provided
statute, shall have and may exercise the powers of the Board of Directors
management of the business and affairs of the Corporation and may authorize
seal of the Corporation to be affixed to all papers which may require the
The designation of such committee and the delegation thereto of authority
not operate to relieve the Board of Directors, or any member thereof, of
responsibility imposed upon it or him by law. If there be more than two (2)
members on such committee, a majority of any such committee may determine
action and may fix the time and place of its meetings, unless provided otherwise
by the Board. If there be only two (2) members, unanimity of action shall
required. Committee action may be by way of a written consent signed by all
committee members. The Board shall have the power at any time to fill vacancies
on committees, to discharge or abolish any such committee, and to change
size of any such committee.
prescribed by the Board of Directors, each committee may adopt such rules
regulations governing its proceedings, quorum, and manner of acting as it
deem proper and desirable.
shall keep a written record of its acts and proceedings and shall submit
record to the Board of Directors. Failure to submit such record, or failure
the Board to approve any action indicated therein will not, however, invalidate
such action to the extent it has been carried out by the Corporation prior
the time the record of such action was, or should have been, submitted to
Board of Directors as herein provided.
of Board of Directors
The Board of
Directors shall meet each year immediately after the annual meeting of the
Stockholders for the purpose of organization, election of Officers, and
consideration of any other business that may properly be brought before the
meeting. No notice of any kind to either old or new members of the Board
Directors for such annual meeting shall be necessary.
The Board of
Directors from time to time may provide by resolution for the holding of
meetings and fix the time and place of such meetings. Regular meetings may
held within or without the State of Colorado. The Board need not give notice
regular meetings provided that the Board promptly sends notice of any change
the time or place of such meetings to each Director not present at the meeting
at which such change was made.
The Board may hold
special meetings of the Board of Directors at any place, either within or
without the State of Colorado, at any time when called by the President,
or more Directors. Notice of the time and place thereof shall be given to
received by each Director at least three (3) days before the meeting. A waiver
of such notice in writing, signed by the person or persons entitled to said
notice, either before or after the time stated therein, shall be deemed
equivalent to such notice. Notice of any adjourned special meeting of the
of Directors need not given.
The presence, at
any meeting, of a majority of the total number of Directors shall be necessary
and sufficient to constitute a quorum for the transaction of business. Except
otherwise required by statute, the act of a majority of the Directors present
a meeting at which a quorum is present shall be the act of the Board of
Directors; however, if only one (1) Director is present, unanimity of action
shall be required. In the absence of a quorum, a majority of the Directors
present at the time and place of any meeting may adjourn such meeting from
to time until a quorum is present.
Consent of Directors in Lieu of Meeting.
restricted by statute, the Board may take any action required or permitted
taken at any meeting of the Board of Directors without a meeting, if a written
consent thereto is signed by all members of the Board, and such written consent
is filed with the minutes of proceedings of the Board.
Any meeting held
under this Article V may be held by telephone, in accordance with the provisions
of the Colorado Business Corporation Act.
Attendance Constitutes Waiver.
Attendance of a
Director at a meeting constitutes a waiver of any notice to which the Director
may otherwise have been entitled, except where a Director attends a meeting
the express purpose of objecting the transaction of any business because
meeting is not lawfully called or convened.
shall have a President, one or more Vice Presidents as the Board may from
to time elect, a Secretary and a Treasurer, and such other Officers and Agents
as may be deemed necessary. One person may hold more than one
Election, Term of Office and Qualifications. The
choose the Officers specifically designated in Section 1 of this Article
the annual meeting of the Board of Directors and such Officers shall hold
until their successors are chosen and qualified, unless sooner displaced.
Officers need not be Directors of the Corporation.
Subordinate Officers. The
Directors, from time to time, may appoint other Officers and Agents, including
one or more Assistant Secretaries and one or more Assistant Treasurers, each
whom shall hold office for such period, and each of whom shall have such
authority and perform such duties as are provided in these Bylaws or as the
Board of Directors from time to time may determine. The Board of Directors
delegate to any Officer the power to appoint any such subordinate Officers
Agents and to prescribe their respective authorities and duties.
Removals and Resignations.
The Board of
Directors may, by vote of a majority of their entire number, remove from
any Officer or Agent of the Corporation, appointed by the Board of
resign at any time by giving written notice to the Board of Directors. The
resignation shall take effect immediately upon the receipt of the notice,
later period of time specified therein. The acceptance of such resignation
not be necessary to make it effective, unless the resignation requires
acceptance for it to be effective.
vacancy shall occur in any office by death, resignation, removal, or otherwise,
it shall be filled for the unexpired portion of the term in the manner
prescribed by these Bylaws for the regular election or appointment to such
office, at any meeting of Directors.
be the chief executive officer of the Corporation and, subject to the direction
and under the supervision of the Board of Directors, shall have general charge
of the business, affairs and property of the Corporation, and shall have
over its Officers, Agents and Employees. The President shall preside at all
meetings of the Stockholders and of the Board of Directors at which he is
present. The President shall do and perform such other duties and may exercise
such other powers as these Bylaws or the Board of Directors from time to
may assign to him.
At the request of
the President or in the event of his absence or disability, the Vice President,
or in case there shall be more than one Vice President, the Vice President
designated by the President, or in the absence of such designation, the Vice
President designated by the Board of Directors, shall perform all the duties
the President, and when so acting, shall have all the powers of, and be subject
to all the restrictions upon, the President. Any Vice President shall perform
such other duties and may exercise such her powers as from time to time these
Bylaws or by the Board of Directors or the President be assign to
proceedings of the meetings of the Corporation and Directors in a book to
kept for that purpose;
charge of the
stock ledger (which may, however, be kept by any transfer agent or agents
Corporation under the direction of the Secretary), an original or duplicate
which shall be kept at the principal office or place of business of the
Corporation in the State of Colorado;
notices are duly and properly given;
custodian of the
records of the Corporation and the Board of Directors, and the and of the
of the Corporation, and see that the seal is affixed to all stock certificates
prior to their issuance and to all documents for which the Corporation has
authorized execution on its behalf under its seal;
that all books,
reports, statements, certificates, and other documents and records required
law to be kept or filed are properly kept or filed;
all duties and have all powers incident to the office of Secretary, and perform
such other duties and have such other powers as these Bylaws, the Board of
Directors or the President from time to time may assign to him; and
at least ten (10) days before every election of Directors, a complete list
the Stockholders entitled to vote at said election, arranged in alphabetical
over the funds, securities, receipts and disbursements of the
and other valuable effects of the Corporation to be deposited in its name
its credit, in such depositories as the Board of Directors or, pursuant to
authority conferred by the Board of Directors, its designee shall
the funds of
the Corporation to be disbursed by checks or drafts upon the authorized
depositaries of the Corporation, when such disbursements shall have been
vouchers for all moneys disbursed to be taken and preserved;
of accounts of all its business and transactions to be kept at the principal
office of the Corporation;
of the financial condition of the Corporation and of his transactions as
Treasurer to the President or the Board of Directors, whenever
require from the Officers or Agents of the Corporation reports or statements
giving such information as he may desire with respect to any and all financial
transactions of the Corporation; and
all duties and have all powers incident to the office of Treasurer and perform
such other duties and have such other powers as from time to time may be
assigned to him by these Bylaws or by the Board of Directors or the
The Board of
Directors shall from time to time fix the salaries of the Officers of the
Corporation. The Board of Directors may delegate to any person the power
the salaries or other compensation of any Officers or Agents appointed, in
accordance with the provisions of Section 3 of this Article VI. No Officer
be prevented from receiving such salary by reason of the fact that he is
Director of the Corporation. Nothing contained in this Bylaw shall be construed
so as to obligate the Corporation to pay any Officer a salary, which is within
the sole discretion of the Board of Directors.
Surety Bond. The
Directors may in its discretion secure the fidelity of any or all of the
Officers of the Corporation by bond or otherwise.
Checks, Drafts, Etc. The
the Secretary or Treasurer shall sign all checks, drafts, notes, bonds, bills
exchange and orders for the payment of money of the Corporation, and all
assignments or endorsements of stock certificates, registered bonds or other
securities, owned by the Corporation, unless otherwise directed by the Board
Directors, or unless otherwise required by law. The Board of Directors may,
however, authorize any Officer to sign any of such instruments for and on
of the Corporation without necessity of countersignature, and may designate
Officers or Employees of the Corporation other than those named above who
in the name of the Corporation, sign such instruments.
Execution of Instruments Generally.
Subject always to
the specific direction of the Board of Directors, the President shall execute
all deeds and instruments of indebtedness made by the Corporation and all
written contracts and agreements to which the Corporation shall be a party,
its name, attested by the Secretary. The Secretary, when necessary required,
shall affix the corporate seal thereto.
the Secretary or an Assistant Secretary of the Corporation or by any other
person or persons duly authorized by the Board of Directors may execute and
deliver proxies to vote with respect to shares of stock of other corporations
owned by or standing in the name of the Corporation from time to time on
of the Corporation.
Certificates of Stock.
Every holder of
stock in the Corporation shall be entitled to have a certificate, signed
name of the Corporation by the President and by the Secretary of the
Corporation, certifying the number of shares owned by that person in the
stock shall be in such form as shall, in conformity to law, be prescribed
time to time by the Board of Directors.
Transfer of Stock.
Shares of stock
of the Corporation shall only be transferred on the books of the Corporation
the holder of record thereof or by his attorney duly authorized in writing,
surrender to the Corporation of the certificates for such shares endorsed
appropriate person or persons, with such evidence of the authenticity of
endorsement, transfer, authorization and other matters as the Corporation
reasonably require. Surrendered certificates shall be cancelled and shall
attached to their proper stubs in the stock certificate book.
Rights of Corporation with Respect to Registered Owners. Prior
surrender to the Corporation of the certificates for shares of stock with
request to record the transfer of such shares, the Corporation may treat
registered owner as the person entitled to receive dividends, to vote, to
receive notifications, and otherwise to exercise all the rights and powers
Closing Stock Transfer Book.
The Board of
Directors may close the Stock Transfer Book of the Corporation for a period
exceeding fifty (50) days preceding the date of any meeting of Stockholders,
date for payment of any dividend, the date for the allotment of rights, the
when any change, conversion or exchange of capital stock shall go into effect
for a period of not exceeding fifty (50) days in connection with obtaining
consent of Stockholders for any purpose. However, in lieu of closing the
Transfer Book, the Board of Directors may in advance fix a date, not exceeding
fifty (50) days preceding the date of any meeting of Stockholders, the date
the payment of any dividend, the date for the allotment of rights, the date
any change or conversion or exchange of capital stock shall go into effect,
date in connection with obtaining such consent, as a record date for the
determination of the Stockholders entitled to notice of, and to vote at,
such meeting and any adjournment thereof, or entitled to receive payment
such dividend, or to any such allotment of rights, or to exercise the rights
respect of any such change, conversion or exchange of capital stock, or to
such consent. In such case such Stockholders of record on the date so fixed,
only such Stockholders shall be entitled to such notice of, and to vote at,
meeting and any adjournment thereof, or to receive payment of such dividend,
to receive such allotment of rights, or to exercise such rights, or to give
consent, as the case may be, notwithstanding any transfer of any stock on
books of the Corporation after any such record date fixed as
Destroyed and Stolen Certificates.
may issue a new certificate of shares of stock in the place of any certificate
theretofore issued and alleged to have been lost, destroyed or stolen. However,
the Board of Directors may require the owner of such lost, destroyed or stolen
certificate or his legal representative, to: (a) request a new certificate
before the Corporation has notice that the shares have been acquired by a
fide purchaser; (b) furnish an affidavit as to such loss, theft or destruction;
(c) file with the Corporation a sufficient indemnity bond; or (d) satisfy
other reasonable requirements, including evidence of such loss, destruction,
theft as may be imposed by the Corporation.
Sources of Dividends.
The Directors of
the Corporation, subject to the Colorado Business Corporation Act, may declare
and pay dividends upon the shares of the capital stock of the
Before the payment
of any dividend, the Directors of the Corporation may set apart out of any
the funds of the Corporation available for dividends a reserve or reserves
any proper purpose, and the Directors may abolish any such reserve in the
in which it was created.
Reliance on Corporate Records.
A Director in
relying in good faith upon the books of account of the Corporation or statements
prepared by any of its officials as to the value and amount of the assets,
liabilities, and net profits of the Corporation, or any other facts pertinent
the existence and amount of surplus or other funds from which dividends might
properly be declared and paid shall be fully protected.
Manner of Payment. Dividends
paid in cash, in property, or in shares of the capital stock of the
subject to alteration by the Board of Directors, shall be in the form of
circle, shall bear the name of the Corporation, and shall indicate its formation
under the laws of the State of Colorado and the year of incorporation. Such
may be used by causing it or a facsimile thereof to be impressed, affixed,
The Board of
Directors shall, in its sole discretion, designate a fiscal year for the
otherwise be provided herein, a majority vote of the whole Board of Directors
any meeting of the Board shall be sufficient to amend or repeal these
of Officers and Directors
No Director or
Officer of the Corporation shall be liable for the acts, defaults, or omissions
of any other Director or Officer, or for any loss sustained by the Corporation,
unless the same has resulted from his own willful misconduct, willful neglect,
or gross negligence.
Each Director and
Officer of the Corporation and each person who shall serve at the Corporation's
request as a director or officer of another corporation in which the Corporation
owns shares of capital stock or of which it is a creditor shall be indemnified
by the Corporation against all reasonable costs, expenses and liabilities
(including reasonable attorneys' fees) actually and necessarily incurred
imposed upon him in connection with, or resulting from any claim, action,
proceeding, investigation, or inquiry of whatever nature in which he may
involved as a party or otherwise by reason of his being or having been a
Director or Officer of the Corporation or such director or officer of such
corporation, whether or not he continues to be a Director or Officer of the
Corporation or a director or officer of such other corporation, at the time
the incurring or imposition of such costs, expenses or liabilities, except
relation to matters as to which he shall be finally adjudged in such action,
suit, proceeding, investigation, or inquiry to be liable for willful misconduct,
willful neglect, or gross negligence toward or on behalf of the Corporation
the performance of his duties as such Director or Officer of the Corporation
as such director or officer of such other corporation. As to whether or not
Director or Officer was liable by reason of willful misconduct, willful neglect,
or gross negligence toward or on behalf of the Corporation in the performance
his duties as such Director or Officer of the Corporation or as such director
officer of such other corporation, in the absence of such final adjudication
the existence of such liability, the Board of Directors and each Director
Officer may conclusively rely upon an opinion of independent legal counsel
selected by or in the manner designated by the Board of Directors. The foregoing
right to indemnification shall be in addition to and not in limitation of
other rights which such person may be entitled as a matter of law, and shall
inure to the benefit of the legal representatives of such person.
may purchase and maintain insurance on behalf of any person who is or was
director, officer, employee or agent of the Corporation or who is or was
at the request of the Corporation as a director, officer, employee or agent
another corporation, partnership, joint venture, trust, association, or other
enterprise against any liability asserted against him and incurred by him
such capacity or arising out of his status as such, whether or not he is
indemnified against such liability by this Article XII.