BYLAWS
OF
VALLECITO CONSERVATION & SPORTING ASSOCIATION INCORPORATED


ARTICLE I.
NAME; OFFICES; OBJECTIVES

Section 1.1 Name. The name of the corporation is Vallecito Conservation & Sporting Association Incorporated. The corporation may be referred to in these Bylaws as the “corporation,” the “Association,” or “VCSA”. The Association has registered the trade name “Vallecito Marina” in association with the VCSA’s operation of the marina on Vallecito Lake, Colorado.

Section 1.2 Business Offices. The initial principal office of the corporation shall be as stated in the articles of incorporation. The corporation may at any time and from time to time change the location of its principal office. The corporation may have such other offices, either within or outside Colorado, as the board of directors may designate or as the affairs of the corporation may require from time to time.

Section 1.3 Registered Office. The registered office required by the Colorado Revised Nonprofit Corporation Act (the “Act”) to be maintained in Colorado may be changed from time to time by the board of directors or by the officers of the corporation, or to the extent permitted by the Act by the registered agent of the corporation, provided in all cases that the street addresses of the registered office and of the business office or home of the registered agent of the corporation are identical.

Section 1.4 Objectives. The Association is organized and operated exclusively for educational and charitable purposes. Any net earnings of the Association shall be devoted exclusively to the educational, conservation, and recreational purposes set forth herein. Specifically, the purposes and objectives of the Association are as follows:

To promote fish and game conservation within the state of Colorado and particularly in La Plata County, in and about the community surrounding Vallecito Lake (the “Community”).

(b) To acquaint its members and the Community generally with the science of game propagation, management, conservation and related subjects.

(c) To promote safety measures with respect to the proper use of firearms, ATVs, boats, snow mobiles and other sporting equipment, and to further public education on such measures.

(d) To provide opportunities for members of the Association and the Community, including, but not limited to, shooting, ATVs, cross-country skiing.

(e) To assist Colorado Division of Wildlife, the US Forest Service, the Bureau of Reclamation, the Bureau of Land Management, the Pine River Irrigation District, and other governmental agencies in maintaining the health of Vallecito Lake and surrounding watersheds and in maintaining the public accessibility of paths, parks, and trails adjacent to Vallecito Lake.

(f) To raise money in any proper manner for the financing of said programs and opportunities; and to do any and all things necessary and incidental to the accomplishment of these purposes.

(g) To operate, in coordination with the Pine River Irrigation District, a publicly accessible marina on Vallecito Lake for the furtherance of the objectives above and for the educational benefit of the VCSA members and the general public.

ARTICLE II.
MEMBERS

Section 2.1 Classification, Qualification, and Privileges of Members. The corporation shall have voting members. Membership in the Association is available to persons over the age of 18 years. To become a member and to retain membership, each member shall accept the Association’s Code of Ethics, shall comply with the members’ Code of Conduct, and shall pay applicable membership dues.

Section 2.2 Conservation and Sporting Code of Ethics. Each member of the Association shall swear or affirm the following:

(a) I will do my best to acquire those skills which assure sporting activity with minimal impact on the environment.

(b) I will obey the rules of safe gun handling, safe ATV, boating, and snow mobile operation, and give personal safety a high priority. I will courteously and firmly insist that others who participate in the Association’s sporting activities and work parties do the same.

(c) I will obey all state, local, and federal laws and regulations applicable to the Association’s activities and events in which I participate.

(d) I will support the Association’s conservation efforts to impact the ecosystem and environment.

(e) I will to the best of my abilities encourage and pass along to younger sporting enthusiasts attitudes and skills to enjoy the opportunities provided by membership in the Association.

Section 2.3 Members’ Code of Conduct. The purpose of the members’ Code of Conduct is to ensure that the Association carries out its mission productively, in an atmosphere of democracy and cooperation, and the members’ experience as volunteers and the public’s experience with whom we interact and those we serve through our mission is respectful, honorable, safe and secure as well as enjoyable. This Code of Conduct is intended to define generally accepted behavior. Members shall treat one another, the public, and those in our neighboring communities with courtesy and goodwill at all times. This includes communications by telephone, email, online blogs or forums, and at meetings, activities and events. Any member acting on behalf of the Association must have prior authorization from the Board. Hard work through volunteer hours, one’s title at any level of the organization educational background or skill level does not give a member license to mistreat or cause petty grievances toward others. Abusive behavior, which includes, but is not limited to, profane or threatening language or physical violence in any dealings with members or those we serve, as well those who support us, is prohibited. Members shall not accept tips, gratuities, or monetary rewards from the public or grant any favors. Any funds or gifts received as such will become the property of the Association and must be given to a board member immediately upon receipt. A member may be expelled from the organization for subversive activities or other behavior unbecoming or harmful to the Association or for consistent disruptive behavior that obstructs the Association’s ability to function efficiently.

Section 2.4 Dues. The board of directors may establish such membership dues and such rules and procedures for the manner and method of payment, the collection of delinquent dues, and the proration or refund of dues and assessments in appropriate cases, as the board of directors shall deem necessary or appropriate.

Section 2.5 Suspension and Termination of Membership. A member who fails to pay any dues or other assessment by the due dates established by the board shall be automatically suspended from membership until all such dues and assessments are fully paid, at which time such member shall be automatically reinstated. During any period of suspension a member shall not be entitled to exercise the rights and privileges of membership, including without limitation the right to participate in any Association meetings and activities. The membership of any member who fails to pay any dues or other assessment for a period of six (6) months or longer shall be terminated and such person shall be required to reapply for membership if desired. Membership may also be terminated for failure to comply with the Code of Ethics or Code of Conduct.

Section 2.6 No Transfer of Membership. Membership in the corporation is not transferable. Members shall have no ownership rights or beneficial interests of any kind in the property of the corporation.

Section 2.7 Meetings of Members. Regular quarterly meetings of the members shall be held at such time and place as determined by the board of directors. Failure to hold a regular meeting as required by these bylaws shall not work a forfeiture or dissolution of the corporation or invalidate any action taken by the board of directors or officers of the corporation. A special meeting of the members for any purpose or purposes may be called by the president and shall be called by the president upon the written request of at least three (3) members.

Section 2.8 Place of Meeting. Each meeting of the members shall be held at such place, in La Plata County, Colorado, as may be designated in the notice of meeting, or, if no place is designated in the notice, at the principal office of the corporation in Colorado. Any or all members may participate in any meeting through the use of any means of communication by which all persons participating in the meeting may hear each other during the meeting.

Section 2.9 Notice of Meeting. Except as otherwise prescribed by statute, written notice of each meeting of the members stating the place, date and time of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall, whenever practicable, be delivered no fewer than ten days nor more than thirty days before the date of the meeting, either personally, by mail, or by facsimile, electronic transmission or any other form of wire or wireless communication, including but not limited to posting on the Association’s website, by or at the direction of the president, or the secretary, or the other officer or person calling the meeting, to each member entitled to attend such meeting. If mailed, such notice shall be deemed delivered when deposited in the United States mail, addressed to each member at such member’s address as it appears in the records of the corporation, with postage thereon prepaid. If transmitted by facsimile, electronic transmission or by any other form of wire or wireless communication, such notice shall be deemed to be given when the transmission is complete. If the foregoing methods of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published. It is each member’s responsibility to keep the Association apprised of any changes in his or her preferred contact information or address. Any member may waive notice of any meeting before, at or after such meeting. The attendance in person or by proxy of a member at a meeting shall constitute a waiver of notice of such meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice. A member’s attendance at a meeting also waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.

Section 2.10 Voting Rights. Each voting member in good standing shall be entitled to vote in an election of directors, on amendments to these Bylaws that are initiated by members, on those matters for which the Act requires a vote of the members, and on any other matter submitted to a vote of the voting membership by resolution of the board of directors. Voting members shall not be entitled to vote on any other matter. Each member shall have one vote.

Section 2.11 Quorum and Action of the Members. Except as otherwise required by the Act, twenty-five percent (25%) of the members entitled to vote on a matter shall constitute a quorum of the members with respect to such matter. With respect to all matters other than the election of directors, action is approved if a quorum exists and if the votes cast in favor of the action exceed the votes cast in opposition to the action, unless otherwise required by the Act. In an election of multiple directors, that number of candidates equaling the number of directors to be elected, having the highest number of votes cast in favor of their election, are elected to the board of directors. When only one director is being voted upon, the affirmative vote of a majority of the members represented at a meeting at which a quorum is present shall be required for election to the board of directors. If less than a quorum of the members are represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time for a period not to exceed sixty days at any one adjournment without further notice other than an announcement at the meeting. At such adjourned meeting, at which a quorum shall be represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2.12 Voting by Proxy. For purposes of determining a quorum with respect to a particular proposal, and for purposes of casting a vote for or against a particular proposal, a member may be deemed to be present at a meeting and to vote if the member has granted a signed written proxy to another member who is present at the meeting, authorizing the other member to cast the vote that is directed to be cast by the written proxy with respect to the particular proposal that is described with reasonable specificity in the proxy.

Section 2.13 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the members may be taken without a meeting by written ballot in accordance with the Act.

ARTICLE III.
BOARD OF DIRECTORS

Section 3.1 General Powers. Except as otherwise provided in the Act, the articles of incorporation or these bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed by, its board of directors.

Section 3.2 Qualifications, Number, Election and Terms.

(a) Qualifications. Each director must be a natural person who is eighteen years of age or older. A director need not be a resident of Colorado. A director must be a member of the Association in good standing.

(b) Number. The number of directors of the corporation shall be from five (5) to nine (9), as determined by the members or the board of directors from time to time.

(c) Election and Terms. Directors shall be elected by the members at the last meeting of the members of each calendar year. Each director shall serve a three-year term. Each director so elected shall hold office until such director’s term expires and thereafter until such director’s successor shall have been elected and qualified, or until such director’s earlier death, resignation or removal. No director may serve as a director for more than three (3) consecutive terms, except that any initial term of one or two years, any partial term served by reason of an increase in the number of directors or an election to fill a vacancy for an unexpired term, and any terms followed by a period out of office in excess of one year, shall not be counted. To the extent practicable, the terms of directors shall be staggered such that no more than one-third (1/3) of the board of directors will be elected annually.

Section 3.3 Resignation; Removal; Vacancies. Any director may resign at any time by giving written notice to the president or to the secretary of the corporation. A director’s resignation shall take effect at the time specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. A director shall be deemed to have resigned in the event of such director’s incapacity as determined by a court of competent jurisdiction or if such director fails to attend three (3) consecutive board meetings without good cause. Any director may be removed at any time, with or without cause, by the affirmative vote of a majority of the other directors then in office. Any vacancy of an elected director may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum. A director elected to fill a vacancy shall hold the office for the unexpired term of such director’s predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office, and a director so chosen shall hold office until the next election of directors and thereafter until such director’s successor shall have been elected and qualified, or until such director’s earlier death, resignation or removal. A vacancy that will occur at a specific later date may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.

Section 3.4 Meetings.

(a) Regular Meetings. A regular monthly meeting of the board of directors shall be held at the time and place, within La Plata County, Colorado, determined by the board, for the purpose of transacting such business as may come before the meeting. The board of directors may provide by resolution the time and place for the holding of regular meetings.

(b) Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any two (2) directors. The person or persons authorized to call special meetings of the board of directors may fix the time and place, within La Plata County, Colorado, for holding any special meeting of the board called by them.

(c) Executive Sessions. Meetings of the board of directors shall generally be open to attendance by members of the Association; provided, however, that the board reserves the right to restrict attendance to board members and such other persons requested by the board during any meeting or part thereof.

Section 3.5 Notice of Meetings.

(a) Requirements. Written notice of each special meeting of the board of directors stating the date, time and place of the meeting shall be given to each director within a reasonable time prior thereto by regular mail, personal delivery, facsimile, electronic transmission or any other form of wire or wireless communication (and the method of notice need not be the same as to each director). Written notice, if in a comprehensible form, is when the transmission is complete.

(b) Waiver of Notice. A director may waive notice of any meeting before or after the time and date of the meeting stated in the notice. Except as otherwise provided in this Section 3.5(b), the waiver shall be in writing and signed by the director entitled to the notice. Such waiver shall be delivered to the corporation for filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver. A director’s attendance at or participation in a meeting waives any required notice to that director of the meeting unless: (i) at the beginning of the meeting or promptly upon the director’s later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting; or (ii) if special notice was required of a particular purpose pursuant to the Act or these bylaws, the director objects to transacting business with respect to the purpose for which such special notice was required and does not thereafter vote for or assent to action taken at the meeting with respect to such purpose.

Section 3.6 Deemed Assent. A director of the corporation who is present at a meeting of the board of directors when corporate action is taken is deemed to have assented to all action taken at the meeting unless (i) the director objects at the beginning of the meeting, or promptly upon the director’s arrival, to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting; or (ii) the director contemporaneously requests the director’s dissent or abstention as to any specific action taken be entered in the minutes of the meeting; or (iii) the director causes written notice of the director’s dissent or abstention as to any specific action to be received by the presiding officer of the meeting before the adjournment thereof or by the corporation promptly after the adjournment of the meeting. Such right of dissension or abstention is not available to a director who votes in favor of the action taken.

Section 3.7 Quorum and Voting. A majority of the directors in office immediately before a meeting begins shall constitute a quorum for the transaction of business at any meeting of the board of directors, and the vote of a majority of the directors present in person at a meeting at which a quorum is present shall be the act of the board of directors, unless otherwise required by the Act, the articles of incorporation or these bylaws. If less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than an announcement at the meeting, until a quorum shall be present.

Section 3.8 Compensation. Directors shall not receive compensation for their services as such; however, the reasonable expenses of directors of attendance at board meetings may be paid or reimbursed by the corporation. Directors shall not be disqualified to receive reasonable compensation for services rendered to or for the benefit of the corporation in any other capacity.

Section 3.9 Committees and Advisory Boards. By one or more resolutions adopted by the vote of a majority of the directors present in person at a meeting at which a quorum is present, the board of directors may designate and establish committees, advisory boards, or other bodies each of which being composed of such members of the Association, having such rules of procedure, and having such chair, as the board of directors shall designate. The name, objectives and responsibilities of each such committee or advisory board, and the rules and procedures for the conduct of its activities, shall be determined by the board of directors. A committee or advisory board may provide such advice, service, and assistance to the corporation, and carry out such duties and responsibilities for the corporation as may be specified by the board of directors; except that, if any such committee or advisory board has one or more members thereof who are entitled to vote on committee matters and who are not then also directors, such committee or advisory board may not exercise any power or authority reserved to the board of directors by the Act, the articles of incorporation or these bylaws. Further, no committee or advisory board shall have authority to incur any corporate expense or make any representation or commitment on behalf of the corporation without the express approval of the board of directors or the president of the corporation.

Section 3.10 Meetings by Telephone. Members of the board of directors or any committee thereof may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Section 3.11 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the board of directors, or any committee thereof, may be taken without a meeting if each and every member of the board of directors in writing votes for, votes against or abstains from voting on such action and the affirmative vote for such action equals or exceeds the minimum number of votes that would be necessary to take such action at a meeting at which all of the directors then in office were present and voted. Any action taken without a meeting shall have the same effect as action taken with a meeting. All signed written instruments necessary for any action taken without a meeting shall be filed with the minutes of the meetings of the board of directors.

ARTICLE IV.
OFFICERS AND AGENTS

Section 4.1 Designation and Qualifications. The primary elected officers of the corporation shall be a president, a vice-president, a secretary and a treasurer. These primary officers must be directors of the corporation. All officers must be natural persons who are eighteen years of age or older. One person may hold more than one office at a time. The board of directors may also appoint, designate or authorize such other officers, assistant officers and agents, including an executive director, a chief financial officer, a controller, assistant secretaries and assistant treasurers, as it may consider necessary or useful.

Section 4.2 Election and Term of Office. The board of directors shall elect or appoint the officers annually at the first regular meeting of the board of directors. Each officer shall hold office from the end of the meeting at which such officer was elected or appointed until such officer’s successor shall have been duly elected or appointed and shall have qualified, or until such officer’s earlier death, resignation or removal.

Section 4.3 Removal. Any officer or agent may be removed by the board of directors at any time, with or without cause, by an affirmative vote of a majority of disinterested directors at a regular meeting or a special meeting called for that purpose.

Section 4.4 Vacancies. Any officer may resign at any time, by giving written notice to the president or to the board of directors, by regular mail, personal delivery, facsimile, or electronic transmission. An officer’s resignation shall take effect upon receipt by the corporation unless the notice specifies a later effective date, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. An officer shall be deemed to have resigned in the event of such officer’s incapacity as determined by a court of competent jurisdiction. A vacancy in any office, however occurring, may be filled by the board of directors for the unexpired portion of the term. If a resignation is made effective at a later date, the board of directors may permit the officer to remain in office until the effective date and may fill the pending vacancy before the effective date with the provision that the successor does not take office until the effective date, or the board of directors may remove the officer at any time before the effective date and may fill the resulting vacancy.

Section 4.5 Authority and Duties of Officers. The officers of the corporation shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the president, the board of directors or these bylaws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law.

(a) President. The president shall, subject to the direction and supervision of the board of directors: (i) be the chief executive officer of the corporation and have general and active control of its affairs and business and general supervision of its officers, agents and employees; (ii) preside at all meetings of the members; (iii) see that all resolutions of the board of directors are carried into effect; and (iv) perform all other duties incident to the office of president and as from time to time may be assigned to such office by the board of directors.

(b) Vice-President. The vice-president shall assist the president and shall perform such duties as may be assigned to them by the president or by the board of directors. The vice-president shall, at the request of the president, or in the president’s absence or inability or refusal to act, perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions on the president.

(c) Secretary. The secretary shall (i) keep the minutes of the proceedings of the members, the board of directors and any committees of the members or the board; (ii) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (iii) be custodian of the corporate records and of the seal of the corporation; (iv) keep at the corporation’s registered office or principal place of business within or outside Colorado a record containing the names and addresses of all members; and (v) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to such office by the president or by the board of directors.

(d) Treasurer. The treasurer shall (i) be the chief financial officer of the corporation and have the care and custody of all its funds, securities, evidences of indebtedness and other personal property and deposit the same in accordance with the instructions of the board of directors; (ii) receive and give receipts and acquittances for moneys paid in on account of the corporation, and pay out of the funds on hand all bills, payrolls and other just debts of the corporation of whatever nature upon maturity; (iii) be the principal accounting officer of the corporation and as such prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all local, state and federal tax returns and related documents, prescribe and maintain an adequate system of internal audit, and prepare and furnish to the president and the board of directors statements of account showing the financial position of the corporation and the results of its operations; (iv) monitor compliance with all requirements imposed on the corporation as a tax-exempt organization; (v) upon request of the board, make such reports to it as may be required at any time; and (vi) perform all other duties incident to the office of treasurer and such other duties as from time to time may be assigned to such office by the president or the board of directors.

4.6 Contracts, Deposits, Checks. The Board of Directors may authorize any officer or officers, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. All bank accounts shall be in the name of the corporation and shall have no less than three (3) designated signatories. The board of directors may establish, by resolution, limits on check or withdrawal amounts, which, if exceeded, shall require two signatures. The board may adopt, by resolution, policies with regard to its accounts that may authorize other agents or employees of the Association to sign checks under certain circumstances as specified in such policies.

ARTICLE V.
FIDUCIARY MATTERS

Section 5.1 General Standards of Conduct for Directors and Officers.

(a) Discharge of Duties. Each director shall discharge the director’s duties as a director, including the director’s duties as a member of a committee of the board, and each officer with discretionary authority shall discharge the officer’s duties under that authority (i) in good faith; (ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (iii) in a manner the director or officer reasonably believes to be in the best interests of the corporation.

(b) Reliance on Information, Reports, Etc. In discharging duties, a director or officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (i) one or more officers or employees of the corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented; (ii) legal counsel, a public accountant or another person as to matters the director or officer reasonably believes are within such person’s professional or expert competence; or (iii) in the case of a director, a committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence. A director or officer is not acting in good faith if the director or officer has knowledge concerning the matter in question that makes reliance otherwise permitted by this Section 5.1(b) unwarranted.

(c) Liability to Corporation or Its Members. A director or officer shall not be liable as such to the corporation or its members for any action taken or omitted to be taken as a director or officer, as the case may be, if, in connection with such action or omission, the director or officer performed the duties of the position in compliance with this Section 5.1.

(d) Director Not Deemed to Be a “Trustee.” A director, regardless of title, shall not be deemed to be a “trustee” within the meaning given that term by trust law with respect to the corporation or with respect to any property held or administered by the corporation including, without limitation, property that may be subject to restrictions imposed by the donor or transferor of such property.

Section 5.2 Conflicts of Interest

(a) Definition. A conflict of interest arises when any “responsible person” or any “party related to a responsible person” has an “interest adverse to the corporation.” A “responsible person” is any individual in a position to exercise substantial influence over the affairs of the corporation, and specifically includes, without limitation, directors and officers of the corporation. A “party related to a responsible person” includes his or her extended family (including spouse, ancestors, descendants and siblings, and their respective spouses and descendants), an estate or trust in which the responsible person or any member of his or her extended family has a beneficial interest or a fiduciary responsibility, or an entity in which the responsible person or any member of his or her extended family is a director, trustee or officer or has a financial interest. “An interest adverse to the corporation” includes any interest in any contract, transaction or other financial relationship with the corporation, and any interest in an entity whose best interests may be impaired by the best interests of the corporation including, without limitation, an entity providing any goods or services to or receiving any goods or services from the corporation, an entity in which the corporation has any business or financial interest, and an entity providing goods or services or performing activities similar to the goods or services or activities of the corporation.

(b) Disclosure. If a responsible person is aware that the corporation is about to enter into any transaction or make any decision involving a conflict of interest, (a “conflicting interest transaction”), such person shall: (i) immediately inform those charged with approving the conflicting interest transaction on behalf of the corporation of the interest or position of such person or any party related to such person; (ii) aid the persons charged with making the decision by disclosing any material facts within the responsible person’s knowledge that bear on the advisability of the corporation entering into the conflicting interest transaction; and (iii) not be entitled to vote on the decision to enter into such transaction.

(c) Approval of Conflicting Interest Transactions. The corporation may enter into a conflicting interest transaction provided either:

(i) The material facts as to the responsible person’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the board of directors or to a committee of the board of directors that authorizes, approves or ratifies the conflicting interest transaction, and the board or committee in good faith authorizes, approves or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors on the board or committee, even though the disinterested directors are less than a quorum; or

(ii) The material facts as to the responsible person’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the members, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by a vote of the members entitled to vote thereon; or

(iii) The conflicting interest transaction is fair as to the corporation.

(d) Loans to Directors and Officers Prohibited. No loans shall be made by the corporation to any of 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.

Section 5.3 Liability of Directors for Unlawful Distributions.

(a) Liability to Corporation. A director who votes for or assents to a distribution made in violation of the Act or the articles of incorporation of the corporation shall be personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating the Act or the articles of incorporation if it is established that the director did not perform the director’s duties in compliance with the general standards of conduct for directors set forth in Section 5.1.

(b) Contribution. A director who is liable under Section 5.3(a) for an unlawful distribution is entitled to contribution: (i) from every other director who could be liable under Section 5.3(a) for the unlawful distribution; and (ii) from each person who accepted the distribution knowing the distribution was made in violation of the Act or the articles of incorporation, to the extent the distribution to that person exceeds what could have been distributed to that person without violating the Act or the articles of incorporation.

Section 5.4 Indemnification.

(a) Scope of Indemnification. The corporation shall indemnify each director, officer, employee and volunteer of the corporation to the fullest extent permissible under the laws of the State of Colorado, and may in its discretion purchase insurance insuring its obligations hereunder or otherwise protecting the persons intended to be protected by this Section 5.4. The corporation shall have the right, but shall not be obligated, to indemnify any agent of the corporation not otherwise covered by this Section 5.4 to the fullest extent permissible under the laws of the State of Colorado.

(b) Savings Clause; Limitation. If any provision of the Act or these bylaws dealing with indemnification shall be invalidated by any court on any ground, then the corporation shall nevertheless indemnify each party otherwise entitled to indemnification hereunder to the fullest extent permitted by law or any applicable provision of the Act or these bylaws that shall not have been invalidated.