**Exhibit 3.1**

 

BYLAWS

OF

UQM Technologies, Inc.

Adopted March 18, 1993

Amended May 25, 2005

 

 

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INDEX TO BYLAWS

OF

UQM Technologies, Inc.

|                                                                                             | Page |
|---------------------------------------------------------------------------------------------|------|
| ARTICLE I - Offices                                                                         |      |
| Section 1.01      Business Offices                            | 1    |
| Section 1.02      Registered Office                                     | 1    |
| ARTICLE II - Shareholders                                                                   | 1    |
| Section 2.01      Annual Meeting                                        | 1    |
| Section 2.02      Special Meetings                                      | 1    |
| Section 2.03      Place of Meetings                                     | 2    |
| Section 2.04      Notice of Meetings                                    | 2    |
| Section 2.05      Waiver of Notice                                      | 2    |
| Section 2.06      Closing of Transfer Books or Fixing    of Record Date | 3    |
| Section 2.07      Voting List                                           | 3    |
| Section 2.08      Proxies                                               | 4    |
| Section 2.09      Quorum and Manner of Acting                      | 4    |
| Section 2.10      Extraordinary Matters                                 | 4    |
| Section 2.11      Voting of Shares                                      | 5    |
| Section 2.12      Voting of Shares by Certain Holders                   | 5    |
| Section 2.13      Action Without a Meeting                              | 6    |
| ARTICLE III - Board of Directors                                                            | 6    |
| Section 3.01      General Powers                                        | 7    |
| Section 3.02      Number, Tenure and Qualifications                     | 7    |
| Section 3.03      Resignation                                           | 7    |
| Section 3.04      Removal                                               | 7    |
| Section 3.05      Vacancies                                             | 8    |
| Section 3.06      Regular Meetings                                      | 8    |
| Section 3.07      Special Meetings                                      | 8    |
| Section 3.08      Meetings by Telephone                                 | 8    |
| Section 3.09      Notice of Meetings                                    | 9    |
| Section 3.10      Waiver of Notice                                      | 9    |
| Section 3.11      Presumption of Assent                                 | 9    |
| Section 3.12      Quorum and Manner of Acting                           | 9    |
| Section 3.13      Action Without a Meeting                              | 10   |
| Section 3.14      Executive and Other Committees                        | 10   |
| Section 3.15      Compensation                                          | 11   |
| ARTICLE IV - Officers                                                                       | 11   |
| Section 4.01      Number and Qualifications                             | 11   |
| Section 4.02      Election and Term of Office                           | 11   |
| Section 4.03      Compensation                                          | 12   |
| Section 4.04      Resignation                                           | 12   |
| Section 4.05      Removal                                               | 12   |
| Section 4.06      Vacancies                                             | 12   |
| Section 4.07      Authority and Duties                                  | 12   |
| Section 4.08      Surety Bonds                                          | 14   |
| ARTICLE V - Stock                                                                           | 14   |
| Section 5.01      Issuance of Shares                                    | 14   |
| Section 5.02      Stock Certificates; Uncertificated    Shares          | 14   |
| Section 5.03      Consideration for Shares                              | 15   |
| Section 5.04      Lost Certificates                                     | 15   |
| Section 5.05      Transfer of Shares                                    | 15   |
| Section 5.06      Holders of Record                                     | 16   |
| Section 5.07      Shares Held for Account of Another                    | 16   |
| Section 5.08      Transfer Agents, Registrars and    Paying Agents      | 16   |
| ARTICLE VI - Indemnification                                                                | 16   |
| Section 6.01      Definitions                                           | 16   |
| Section 6.02      Right to Indemnification                              | 17   |
| Section 6.03      Advancement of Expenses                               | 17   |
| Section 6.04      Burden of Proof                                       | 18   |
| Section 6.05      Notification and Defense of Claim                     | 18   |
| Section 6.06      Enforcement                                           | 19   |
| Section 6.07      Proceedings by a Party                                | 19   |
| Section 6.08      Subrogation                                           | 20   |
| Section 6.09      Other Payments                                        | 20   |
| Section 6.10      Insurance                                             | 20   |
| Section 6.11      Other Rights and Remedies                             | 20   |
| Section 6.12      Applicability; Effect                                 | 21   |
| Section 6.13      Severability                                          | 21   |
| ARTICLE VII - Miscellaneous                                                                 | 21   |
| Section 7.01      Voting of Securities by the    Corporation            | 21   |
| Section 7.02      Seal                                                  | 22   |
| Section 7.03      Fiscal Year                                           | 22   |
| Section 7.04      Amendments                                            | 22   |
|                                                                                             |      |
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|                                                                                             |      |
|                                                                                             |      |

       

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BYLAWS

 

OF

 

UQM TECHNOLOGIES, INC.

 

 

ARTICLE I

 

Offices

 

                       Section 1.01     Business Offices.  The corporation may have suchoffices, either within or outside Colorado, as the board of directors may from time totime determine or as the business of the corporation may require.

 

                       Section 1.02     Registered Office.  The registered office of thecorporation required by the Colorado Corporation Code to be maintained in Colorado shallbe as set forth in the articles of incorporation, unless changed as provided by law.

 

 

ARTICLE II

 

Shareholders

 

                       Section 2.01     Annual Meeting.  An annual meeting of theshareholders shall be held on the third Friday in the month of February in each year, oron such other date as may be determined by the board of directors, for the purpose ofelecting directors and for the transaction of such other business as may come before themeeting.  If the day fixed for the annual meeting is a legal holiday in Colorado themeeting shall be held on the next succeeding business day.  If the election ofdirectors shall not be held on the day designated herein for any annual meeting of theshareholders, or at any adjournment thereof, the board of directors shall cause theelection to be held at a meeting of the shareholders as soon thereafter as convenientlymay be.  Failure to hold an annual meeting as required by these bylaws shall notinvalidate any action taken by the board of directors or officers of the corporation.

 

                       Section 2.02     Special Meetings.  Special meetings of theshareholders, for any purpose or purposes, unless otherwise prescribed by statute, may becalled by the chairman of the board, the president or the board of directors, and shall becalled by the president at the request of the holders of not less than one-tenth of allthe outstanding shares of the corporation entitled to vote at the meeting.

 

                       Section 2.03     Place of Meetings.  Each meeting of theshareholders shall be held at such place, either within or outside Colorado, as may bedesignated in the notice of meeting, or, if no place is designated in the notice, at theprincipal office of the corporation if in Colorado, or if the principal office is notlocated in Colorado, at the registered office of the corporation in Colorado.

 

                       Section 2.04     Notice of Meetings.  Except as otherwiserequired by law, written notice of each meeting of the shareholders stating the place, dayand hour of the meeting and, in the case of a special meeting, the purpose or purposes forwhich the meeting is called shall be given, either personally (including delivery byprivate courier) or by first class, certified or registered mail, to each shareholder ofrecord entitled to notice of such meeting, not less than ten nor more than 60 days beforethe date of the meeting, except that if the authorized shares of the corporation are to beincreased, at least 30 days notice shall be given, and if the sale, lease, exchange orother disposition of all or substantially all of the property and assets of thecorporation not in the usual and regular course of business is to be voted on, at least 20days notice shall be given. Such notice shall be deemed to be given, if personallydelivered, when delivered to the shareholder, and, if mailed, when deposited in the UnitedStates mail, addressed to the shareholder at his address as it appears on the stocktransfer books of the corporation, with postage thereon prepaid, but if three successivenotices mailed to the last-known address of any shareholder of record are returned asundeliverable no further notices to such shareholder shall be necessary until anotheraddress for such shareholder is made known to the corporation. If a meeting is adjournedto another time or place, notice need not be given if the time and place thereof areannounced at the meeting, unless the adjournment is for more than 30 days or if after theadjournment a new record date is fixed, in either of which case notice of the adjournedmeeting shall be given to each shareholder of record entitled to vote at the meeting inaccordance with the foregoing provisions of this Section 2.04.

 

                       Section 2.05     Waiver of Notice.  Whenever notice is requiredby law, the articles of incorporation or these bylaws to be given to any shareholder, awaiver thereof in writing signed by the shareholder entitled to such notice, whetherbefore, at or after the time stated therein, shall be equivalent to the giving of suchnotice.   By attending a meeting, a shareholder (a) waives objection to lack ofnotice or defective notice of such meeting unless the shareholder, at the beginning of themeeting, objects to the holding of meeting or the transacting of business at the meeting,and (b) waives objection to consideration at such meeting of a particular matter notwithin the purpose or purposes described in the notice of such meeting unless theshareholder objects to considering the matter when it is presented.

 

                       Section 2.06     Closing of Transfer Books or Fixing of  RecordDate.   For the purpose of determining shareholders entitled to notice of or to voteat any meeting of the shareholders or any adjournment thereof, or shareholders entitled toreceive payment of any dividend, or in order to make a determination of shareholders forany other proper purpose, the board of directors may provide that the stock transfer booksshall be closed for any stated period not exceeding 70 days. In lieu of closing the stocktransfer books the board of directors may fix in advance a date as the record date for anysuch determination of shareholders, such date in any case to be not more than 70 daysprior to the date on which the particular action, requiring such determination ofshareholders, is to be taken. If the stock transfer books shall be closed or a record datefixed for the purpose of determining shareholders entitled to notice of or to vote at ameeting of the shareholders, such books shall be closed for at least, or such record shallbe fixed not less than, ten days immediately preceding such meeting (30 days if theauthorized stock is to be increased, 20 days if the sale, lease, exchange or otherdisposition of all or substantially all of the property and assets of the corporation notin the usual and regular course of business is to be considered). If the stock transferbooks are not so closed or no record date is so fixed, the date on which notice of themeeting is mailed or the date on which the resolution of the board of directors declaringthe dividend is adopted, as the case may be, shall be the record date for suchdetermination of shareholders. When a determination of shareholders entitled to vote atany meeting of the shareholders has been made as provided in this Section, suchdetermination shall apply to any adjournment thereof except where the determination hasbeen made through the closing of the stock transfer books and the stated period of theclosing has expired. Notwithstanding the foregoing provisions of this Section, the recorddate for determining shareholders entitled to take action without a meeting as provided inSection 2.13 below shall be the date specified in such Section.

 

                       Section 2.07     Voting List.  The officer or agent having chargeof the stock transfer books for shares of the corporation shall make, at least ten daysbefore each meeting of the shareholders, a complete record of the shareholders entitled tovote at such meeting or any adjournment thereof, arranged in alphabetical order, with theaddress of and the number of shares held by each.  For a period of ten days beforesuch meeting, this record shall be kept on file at the principal office of thecorporation, whether within or outside Colorado, and shall be subject to inspection by anyshareholder for any purpose germane to the meeting at any time during usual businesshours.  Such record shall also be produced and kept open at the time and place of themeeting and shall be subject to the inspection of any shareholder for any purpose germaneto the meeting during the whole time of the meeting.  The original stock transferbooks shall be prima facie evidence as to who are the shareholders entitled to examinesuch record or transfer books or to vote at any meeting of the shareholders.

 

                       Section 2.08     Proxies.  At any meeting of the shareholders, ashareholder may vote by proxy executed in writing by the shareholder or his dulyauthorized attorney-in-fact.  Such proxy shall be filed with the secretary of thecorporation before or at the time of the meeting.  No proxy shall be valid aftereleven months from the date of its execution, unless otherwise provided in the proxy.

 

                       Section 2.09     Quorum and Manner of Acting.  At all meetings ofshareholders, one-third of the outstanding shares of the corporation entitled to vote,represented in person or by proxy, shall constitute a quorum.  If a quorum ispresent, the affirmative vote of a majority of the shares represented at the meeting andentitled to vote on the subject matter shall be the act of the shareholders, unless thevote of a greater proportion or number or voting by classes is otherwise required by thelaws of Colorado, the articles of incorporation or these bylaws.  In the absence of aquorum, a majority of the shares so represented may adjourn the meeting from time to timefor a period not to exceed sixty days at any one adjournment.  At any such adjournedmeeting, at which a quorum shall be present or represented, any business may be transactedwhich might have been transacted at the original meeting.

 

                       Section 2.10     Extraordinary Matters.  Notwithstanding theprovisions of Section 2.09, the following actions shall require the affirmative vote orconcurrence of two-thirds of all of the outstanding shares of the corporation (or of eachclass if class voting is required by the laws of Colorado or the articles ofincorporation) entitled to vote thereon:  (a) adopting an amendment or amendments tothe articles of incorporation, (b) lending money to, guaranteeing the obligations of orotherwise assisting any of the directors of the corporation or of any other corporationthe majority of whose voting capital stock is owned by the corporation, (c) authorizingthe sale, lease, exchange or other disposition of all or substantially all of the propertyand assets of the corporation, with or without its goodwill, not in the usual and regularcourse of business, (d) approving a plan of merger, consolidation or exchange that isrequired to be approved by the shareholders, (e) adopting a resolution submitted by theboard of directors to dissolve the corporation, and (f) adopting a resolution submitted bythe board of directors to revoke voluntary dissolution proceedings.

 

                       Section 2.11     Voting of Shares.  Subject to the provisions ofSection 2.06, each outstanding share of record, regardless of class, is entitled to onevote, and each outstanding fractional share of record is entitled to a correspondingfractional vote, on each matter submitted to a vote of the shareholders either at ameeting thereof or pursuant to Section 2.13, except to the extent that the voting rightsof the shares of any class or classes are limited or denied by the articles ofincorporation as permitted by the Colorado Corporation Code.  In the election ofdirectors each record holder of stock entitled to vote at such election shall have theright to vote the number of shares owned by him for as many persons as there are directorsto be elected, and for whose election he has the right to vote.  Cumulative votingshall not be allowed.

 

                       Section 2.12     Voting of Shares by Certain Holders.

 

                                   (a)         Shares Held or Controlled by the  Corporation.  Neither treasury shares nor shares held by another corporation if amajority of the shares entitled to vote for the election of directors of such othercorporation is held by this corporation, shall be voted at any meeting or counted indetermining the total number of outstanding shares at any given time.

 

                                   (b)         Shares Held by Another Corporation.  Shares standing in the name of another corporation may be voted by such officer, agent orproxy as the bylaws of such corporation may prescribe or, in the absence of suchprovision, as the board of directors of such corporation may determine.

 

                                   (c)         Shares Held by More Than One Person.  Shares standing of record in the names of two or more persons, whether fiduciaries,members of a partnership, joint tenants, tenants in common, tenants by the entirety orotherwise, or if two or more persons have the same fiduciary relationship respecting thesame shares, voting with respect to the shares shall have the following effects:  (i)if only one person votes, his act binds all; (ii) if two or more persons vote, the act ofthe majority so voting binds all; (iii) if two or more persons vote, but the vote isevenly split on any particular matter, each faction may vote the shares in questionproportionally, or any person voting the shares of a beneficiary, if any, may apply to anycourt of competent jurisdiction in Colorado to appoint an additional person to act withthe persons so voting the shares, in which case the shares shall be voted as determined bya majority of such persons; and (iv) if a tenancy is held in unequal interests, a majorityor even split for the purposes of subparagraph (iii) shall be a majority or even split ininterest.  The foregoing effects of voting shall not be applicable if the secretaryof the corporation is given written notice of alternative voting provisions and isfurnished with a copy of the instrument or order wherein the alternative voting provisionsare stated.

 

                                   (d)         Shares Held in Trust or by a Personal  Representative.  Shares held by an administrator, executor, guardian,conservator or other personal representative may be voted by him, either in person or byproxy, without a transfer of such shares into his name.  Shares standing in the nameof a trustee may be voted by him, either in person or by proxy, but no trustee shall beentitled to vote shares held by him without a transfer of such shares into his name.

 

                                   (e)         Shares Held by a Receiver.  Sharesstanding in the name of a receiver may be voted by such receiver and shares held by orunder the control of a receiver may be voted by such receiver without the transfer thereofinto his name if authority so to do is contained in an appropriate order of the court bywhich such receiver was appointed.

 

                                   (f)          Pledged Shares.  A shareholderwhose shares are pledged shall be entitled to vote such shares until the shares have beentransferred into the name of the pledgee, and thereafter the pledgee shall be entitled tovote the shares so transferred.

 

                                   (g)         Redeemable Shares Called for Redemption.  Redeemable shares that have been called for redemption shall not be entitled tovote on any matter and shall not be deemed outstanding shares on and after the date onwhich written notice of redemption has been mailed to shareholders and a sum sufficient toredeem such shares has been deposited with a bank or trust company with irrevocableinstruction and authority to pay the redemption price to the holders of the shares uponsurrender of certificates therefor.

                       Section 2.13     Action Without a Meeting.  Any action requiredor permitted to be taken at a meeting of the shareholders may be taken without a meeting,without prior notice and without a vote, if a consent in writing, setting forth the actionso taken, shall be signed by all of the shareholders entitled to vote with respect to thesubject matter thereof.  Such consent (which may be signed in counterparts) shallhave the same force and effect as a unanimous vote of the shareholders and may be statedas such in any document.  Unless the consent specifies a different effective date,action taken without a meeting pursuant to a consent in writing as provided herein shallbe effective when all shareholders entitled to vote have signed the consent.  Therecord date for determining shareholders entitled to take action without a meeting is thedate the first shareholder signs the consent.  All consents signed pursuant to thisSection 2.13 shall be delivered to the secretary of the corporation for inclusion in theminutes or for filing with the corporate records.

 

                       Section 2.14     Conduct of Meetings.  The chairman of the annualor any special meeting of the shareholders shall be the chairman of the board, if there isone, or, if there is not one or in his absence, the vice chairman of the corporation (orin his absence, any person designated by the board of directors), unless and until adifferent person is elected by a majority of the shares present at the meeting andentitled to vote at such meeting.

 

                       The chairman of the meeting shall appoint one or more persons to act as inspectors ofelection at the meeting.

 

                       Meetings of shareholders shall be conducted in accordance with the following rules:

 

                                   (a)         The chairman of the meeting shall haveabsolute authority over matters of procedure and there shall be no appeal from the rulingof the chairman.  The chairman, in his absolute discretion, may conduct the meetingin accordance with the rules of parliamentary procedure or otherwise.

 

                                   (b)         If disorder should arise that preventscontinuation of the legitimate business of the meeting, the chairman may quit the chairand announce the adjournment of the meeting and upon his so doing the meeting isimmediately adjourned.

 

                                   (c)         The chairman may ask or require that anyonewho is not a bona fide shareholder or proxy leave the meeting.

 

                                   (d)         A resolution or motion shall be consideredfor vote only if proposed in accordance with the provisions of Section 2.14(e) (if themeeting is an annual meeting) and only if proposed by a shareholder or a duly authorizedproxy and seconded by an individual who is a shareholder or a duly authorized proxy, otherthan the individual who proposed the resolution or motion.

 

                           (e)     At any annual meeting of shareholders only such new business shallbe conducted, and only such proposals shall be acted upon, as shall have been properlybrought before the meeting.  For any new business proposed by management to beproperly brought before the annual meeting, such new business must first be approved bythe board of directors, either directly or through its approval by proxy solicitationmaterials related thereto, and must be stated in writing and filed with the secretary ofthe corporation at least five days before the date of the annual meeting, and all businessso stated, proposed and filed shall be considered at the annual meeting.

 

                       Any shareholder may make any other proposal at the annual meeting and the same may bediscussed and considered, but unless properly brought before the meeting such proposalshall not be acted upon at the meeting.  For a proposal to be properly brought beforean annual meeting by a shareholder, the shareholder must have given timely notice thereofin writing to the secretary of the corporation.  To be timely, a shareholder's noticemust be delivered to or mailed and received at the principal executive offices of thecorporation not less than 60 days nor more than 90 days prior to the meeting; provided,however, that in the event that less than 40 days notice or prior public disclosure of thedate of the meeting is given or made to the shareholders, notice by the shareholder to betimely must be so received not later than the close of business on the tenth day followingthe day on which such notice of the date of the annual meeting was mailed or such publicdisclosure was made.

 

                       A shareholder's notice to the secretary shall set forth as to each matter the shareholderproposes to bring before the annual meeting (i) a brief description of the proposaldesired to be brought before the annual meeting and the reasons for conducting suchbusiness at the annual meeting, (ii) the name and address, as they appear on thecorporation's books, of the shareholder proposing such business, (iii) the class andnumber of shares of the corporation which are beneficially owned by the shareholder, and(iv) any financial interest of the shareholder in such proposal.

 

                       Notwithstanding anything in the bylaws to the contrary, no business shall be conducted atan annual meeting except in accordance with the procedures set forth in this Section2.14(e).   The chairman of an annual meeting shall, if the facts warrant, determineand declare to the meeting that new business or any share proposal was not properlybrought before the meeting in accordance with the provisions of this Section 2.14(e), andif the chairman should so determine, the chairman shall so declare to the meeting and anysuch business or proposal not properly brought before the meeting shall not be acted uponat the meeting.

 

                       This provision shall not prevent the consideration and approval or disapproval at theannual meeting of reports of officers, directors and committees, but in connection withsuch reports no new business shall be acted upon at such annual meeting unless stated andfiled as herein provided.

 

                                   (f)          Nomination of persons to stand forelection at any annual or special shareholders meeting may be made at any time prior tothe vote thereon by the board of directors or a committee of the board of directors.  Other than as provided in the immediately preceding sentence, no such nominationsshall be entertained unless written notice of such proposed nominations is received by thesecretary of the corporation, (i) if for an annual meeting, not less than 90 days inadvance of the date that corresponds to the date that the corporation's proxy statementwas first mailed or released to shareholders in connection with the previous year's annualmeeting of shareholders, except that if no annual meeting was held in the previous year orthe date for the annual meeting has been changed by more than 30 calendar days from thedate of the previous year's annual meeting, such written notice shall suffice if receivednot less than 30 days prior to such meeting, and (ii) if for any other shareholdersmeeting, not less than seven days after notice of such meeting is first given.  Suchwritten notice shall provide the name and age of each nominee and complete account of thebusiness experience of each nominee during the past five years, including the presentoccupation and business activities of the nominee regardless of whether compensation inany form whatever was received for such activities or experience.]

 

 

ARTICLE III

 

Board of Directors

 

                       Section 3.01     General Powers.  The business and affairs of thecorporation shall be managed by its board of directors, except as otherwise provided inthe Colorado Corporation Code, the articles of incorporation or these bylaws.

 

                       Section 3.02     Number, Tenure and Qualifications.  The numberof directors of the corporation shall be as fixed from time to time by resolution of theboard of directors or shareholders, but in no instance shall there be fewer directors thanthe minimum required by law.  Except as provided in Sections 2.01 and 3.05, directorsshall be elected at each annual meeting of the shareholders.  Each director shallhold office until the next annual meeting of the shareholders and thereafter until hissuccessor shall have been elected and qualified, or until his earlier death, resignationor removal.  Directors must be at least eighteen years old but need not be residentsof Colorado or shareholders of the corporation.

 

                       Section 3.03     Resignation.  Any director may resign at anytime by giving written notice to the chairman of the board, the president or the board ofdirectors.  A director's resignation shall take effect at the time specified in thenotice and, unless otherwise specified therein, the acceptance of such resignation shallnot be necessary to make it effective.

 

                       Section 3.04     Removal.  At a meeting called expressly for thatpurpose, the entire board of directors or any lesser number may be removed, with orwithout cause, by a vote of the holders of a majority of shares then entitled to vote atan election of directors; except that if the holders of shares of any class of stock areentitled to elect one or more directors by the provisions of the articles ofincorporation, the provisions of this Section 3.04 shall apply, with respect to theremoval of a director or directors so elected by such class, to the vote of the holders ofthe outstanding shares of that class and not to the vote of the outstanding shares as awhole.  Any reduction in the authorized number of directors shall not have the effectof shortening the term of any incumbent director unless such director is also removed fromoffice in accordance with this Section 3.04.

 

                       Section 3.05     Vacancies.  Unless otherwise required in thearticles of incorporation, any vacancy occurring in the board of directors, other thanvacancies due to an increase in the number of directors, may be filled by the affirmativevote of a majority of the remaining directors though less than a quorum, or by theaffirmative vote of two directors if there are only two directors remaining, or by a soleremaining director, or by the shareholders if there are no directors remaining.  Adirector elected to fill a vacancy shall be elected for the unexpired term of hispredecessor in office.  Any directorship to be filled by reason of an increase in thenumber of directors shall be filled by the affirmative vote of a majority of the directorsthen in office or by the shareholders, and a director so chosen shall hold office for theterm specified in Section 3.02 above.

 

                       Section 3.06     Regular Meetings.  A regular meeting of theboard of directors shall be held immediately after and at the same place as the annualmeeting of the shareholders, or as soon thereafter as conveniently may be, at the time andplace, either within or outside Colorado, determined by the board, for the purpose ofelecting officers and for the transaction of such other business as may come before themeeting.   Failure to hold such meeting, however, shall not invalidate any actiontaken by any officer then or thereafter in office.  The board of directors mayprovide, by resolution, the time and place, either within or outside Colorado, for theholding of additional regular meetings without other notice than such resolution.

 

                       Section 3.07     Special Meetings.  Special meetings of the boardof directors may be called by or at the request of the chairman of the board, thepresident or any two directors.  The person or persons authorized to call specialmeetings of the board of directors may fix any convenient place, either within or outsideColorado, as the place for holding any special meeting of the board called by them.

 

                       Section 3.08     Meetings by Telephone.  Unless otherwiseprovided by the articles of incorporation, one or more members of the board of directorsmay participate in a meeting of the board by means of conference telephone or similarcommunications equipment by which all persons participating in the meeting can hear eachother at the same time.  Such participation shall constitute presence in person atthe meeting.

 

                       Section 3.09     Notice of Meetings.  Notice of each meeting ofthe board of directors (except those regular meetings for which notice is not required)stating the place, day and hour of the meeting shall be given to each director at leastfive days prior thereto by the mailing of written notice by first class, certified orregistered mail, or at least two days prior thereto by personal delivery (includingdelivery by private courier) of written notice or by telephone, telegram, telex, cablegramor other similar method, except that in the case of a meeting to be held pursuant toSection 3.08 notice may be given by telephone one day prior thereto.  The method ofnotice need not be the same to each director.  Notice shall be deemed to be givenwhen deposited in the United States mail, with postage thereon prepaid, addressed to thedirector at his business or residence address, when delivered or communicated to thedirector or when the telegram, telex, cablegram or other form of notice is personallydelivered to the director or delivered to the last address of the director furnished byhim to the corporation for such purpose.  Neither the business to be transacted atnor the purpose of any meeting of the board of directors need be specified in the noticeor waiver of notice of such meeting unless otherwise required by statute.

 

                       Section 3.10     Waiver of Notice.  Whenever notice is requiredby law, the articles of incorporation or these bylaws to be given to the directors, awaiver thereof in writing signed by the director entitled to such notice, whether before,at or after the time stated therein, shall be equivalent to the giving of suchnotice.  By attending or participating in a meeting, a director waives any requirednotice of such meeting unless, at the beginning of the meeting, he objects to the holdingof the meeting or the transacting of business at the meeting.

 

                       Section 3.11     Presumption of Assent.  A director of thecorporation who is present at a meeting of the board of directors at which action on anycorporate matter is taken shall be presumed to have assented to the action taken unless heobjects at the beginning of the meeting to the holding of the meeting or the transactingof business at the meeting, contemporaneously requests that his dissent to the actiontaken be entered in the minutes of such meeting or gives written notice of his dissent tothe presiding officer of such meeting before its adjournment or to the secretary of thecorporation immediately after adjournment of such meeting.  The right of dissent asto a specific action taken at a meeting of the board is not available to a director whovotes in favor of such action.

 

                       Section 3.12     Quorum and Manner of Acting.  Except asotherwise may be required by law, the articles of incorporation or these bylaws, amajority of the number of directors fixed in accordance with these bylaws, present inperson, shall constitute a quorum for the transaction of business at any meeting of theboard of directors, and the vote of a majority of the directors present at a meeting atwhich a quorum is present shall be the act of the board of directors.  If less thansuch majority is present at a meeting, a majority of the directors present may adjourn themeeting from time to time without further notice other than an announcement at themeeting, until a quorum shall be present.  No director may vote or act by proxy orpower of attorney at any meeting of directors.

 

                       Section 3.13     Action Without a Meeting.  Any action requiredor permitted to be taken at a meeting of the directors may be taken without a meeting,without prior notice and without a vote, if a consent in writing, setting forth the actionso taken, shall be signed by all of the directors.  Such consent (which may be signedin counterparts) shall have the same force and effect as a unanimous vote of the directorsand may be stated as such in any document.  Unless the consent specifies a differenteffective date, action taken without a meeting pursuant to a consent in writing asprovided herein is effective when all directors have signed the consent.  Allconsents signed pursuant to this Section 3.13 shall be delivered to the secretary of thecorporation for inclusion in the minutes or for filing with the corporate records.

 

                       Section 3.14     Executive and Other Committees.  The board ofdirectors, by resolution adopted by a majority of the full board, may designate from amongits members an executive committee and one or more other committees, each of which, to theextent provided in the resolution establishing such committee, shall have and may exerciseall of the authority of the board of directors in the management of the business andaffairs of the corporation, except that no such committee shall have the power orauthority to (a) declare dividends or distributions, (b) approve, recommend or submit tothe shareholders actions or proposals required by law to be approved by the shareholders,(c) fill vacancies on the board of directors or any committee thereof, including anycommittee authorized by this Section 3.14, (d) amend the bylaws, (e) approve a plan ofmerger not requiring shareholder approval, (f) reduce earned or capital surplus, (g)authorize or approve the reacquisition of shares of the corporation, unless pursuant to ageneral formula or method specified by the board of directors, or (h) authorize or approvethe issuance or sale of, or any contract to issue or sell, shares of the corporation'sstock or designate the terms of a series of a class of shares.  The delegation ofauthority to any committee shall not operate to relieve the board of directors or anymember of the board from any responsibility imposed by law.  Subject to theforegoing, the board of directors may provide such powers, limitations and procedures forsuch committees as the board deems advisable.  To the extent the board of directorsdoes not establish other procedures, each committee shall be governed by the proceduresset forth in Sections 3.06 (except as they relate to an annual meeting) and 3.07 through3.13 as if the committee were the board of directors.  Each committee shall keepregular minutes of its meetings, which shall be reported to the board of directors whenrequired and submitted to the secretary of the corporation for inclusion in the corporaterecords.

 

                       Section 3.15     Compensation.  By resolution of the board ofdirectors, notwithstanding any personal interest of a director in such action, a directormay be paid his expenses, if any, of attendance at each meeting of the board of directorsand each meeting of any committee of the board of which he is a member and may be paid afixed sum for attendance at each such meeting or a stated salary, or both a fixed sum anda stated salary.  No such payment shall preclude any director from serving thecorporation in any other capacity and receiving compensation therefor.

 

 

ARTICLE IV

 

Officers

 

                       Section 4.01     Number and Qualifications.  The officers of thecorporation shall consist of a chairman of the board, a president, a secretary, atreasurer and such other officers, including one or more vice-presidents and a controller,as may from time to time be elected or appointed by the board.  In addition, theboard of directors or the chairman of the board may elect or appoint such assistant andother subordinate officers, including assistant vice-presidents, assistant secretaries andassistant treasurers, as it or he shall deem necessary or appropriate.  Any number ofoffices may be held by the same person, except that no person may simultaneously hold theoffices of president and secretary.  All officers must be at least eighteen yearsold.

 

                       Section 4.02     Election and Term of Office.  Except as providedin Sections 4.01 and 4.06, the officers of the corporation shall be elected by the boardof directors annually at the first meeting of the board held after each annual meeting ofthe shareholders as provided in Section 3.06.  If the election of officers shall notbe held as provided herein, such election shall be held as soon thereafter as convenientlymay be.  Each officer shall hold office until his successor shall have been dulyelected and shall have qualified, or until the expiration of his term in office if electedor appointed for a specified period of time, or until his earlier death, resignation orremoval.

                       Section 4.03     Compensation.  Officers shall receive suchcompensation for their services as may be authorized or ratified by the board of directorsand no officer shall be prevented from receiving compensation by reason of the fact thathe is also a director of the corporation.  Election or appointment as an officershall not of itself create a contract or other right to compensation for servicesperformed as such officer.

 

                       Section 4.04     Resignation.  Any officer may resign at anytime, subject to any rights or obligations under any existing contracts between theofficer and the corporation, by giving written notice to the chairman of the board, thepresident or the board of directors.  An officer's resignation shall take effect atthe time specified in such notice, and unless otherwise specified therein, the acceptanceof such resignation shall not be necessary to make it effective.

 

                       Section 4.05     Removal.  Any officer may be removed at any timeby the board of directors, or, in the case of assistant and other subordinate officers, bythe board of directors or the chairman of the board or the president (whether or not suchofficer was appointed by the chairman of the board or the president) whenever in its orhis judgment, as the case may be, the best interests of the corporation will be servedthereby, but such removal shall be without prejudice to the contract rights, if any, ofthe person so removed.  Election or appointment of an officer shall not in itselfcreate contract rights.

 

                       Section 4.06     Vacancies.  A vacancy in any office, howeveroccurring, may be filled by the board of directors, or, if such office may be filled bythe chairman of the board or the president as provided in Section 4.01, by the chairman ofthe board or the president, for the unexpired portion of the term.

 

                       Section 4.07     Authority and Duties.  The officers of thecorporation shall have the authority and shall exercise the powers and perform the dutiesspecified below and as may be additionally specified by the chairman of the board, theboard of directors or these bylaws (and in all cases where the duties of any officer arenot prescribed by the bylaws or the board of directors, such officer shall follow theorders and instructions of the chairman of the board), except that in any event eachofficer shall exercise such powers and perform such duties as may be required by law:

 

                                   (a)         Chairman of the Board.  The chairmanof the board, who shall be elected from among the directors, shall be the chief executiveofficer of the corporation.  Subject to the direction and supervision of the board ofdirectors, he shall (i) have primary authority with respect to all matters regardingcorporate policy; (ii) supervise and control the business of the corporation, its officersand employees; (iii) preside at all meetings of the corporation's shareholders and boardof directors; and (iv) perform such other duties as may be assigned to him from time totime by the board of directors.

 

                                   (b)         President.  The president shall be thechief operating officer of the corporation.  Subject to the direction and supervisionof the board of directors, he shall (i) supervise the day to day operations of thecorporation; (ii) in the absence of the chairman of the board and the vice chairman of theboard, preside at all meetings of the shareholders and board of directors; (iii) in theevent of the chairman's absence, refusal or inability to act or during a vacancy in theoffice of chairman of the board, be the chief executive officer of the corporation andperform the duties of and have all of the powers of and be subject to all of therestrictions upon the chairman of the board; and (iv) perform all other duties incident tothe office of president and as from time to time may be assigned to him by the chairman ofthe board or by the board of directors.

 

                                   (c)         Vice-Presidents and Vice-Chairman. The vice-president, if any (or if there is more than one then each vice-president), andvice-chairman, if any, shall assist the president and shall perform such duties as may beassigned to him by the president, the chairman of the board or the board of directors.  The vice-president, if there is one (or if there is more than one, then thevice-president designated by the board of directors, or if there be no such designationthen the vice-presidents in order of their election), and vice-chairman, shall, at therequest of the president, or in his absence or inability or refusal to act, perform theduties of the president, and when so acting have all of the powers of and be subject toall of the restrictions upon the president.  Assistant vice presidents, if any, shallhave such powers and perform such duties as may be assigned to them by the chairman of theboard or by the board of directors.

 

                                   (d)         Secretary.  The secretary shall: (i) keep the minutes of the proceedings of the shareholders, the board of directors andany committees of the board; (ii) see that all notices are duly given in accordance withthe provisions of these bylaws or as required by law; (iii) be custodian of the corporaterecords and of the seal of the corporation; (iv) keep at the corporation's registeredoffice or principal place of business within or outside Colorado a record containing thenames and addresses of all shareholders and the number and class of shares held by each,unless such a record shall be kept at the office of the corporation's transfer agent orregistrar; (v) have general charge of the stock books of the corporation, unless thecorporation has a transfer agent; and (vi) in general, perform all duties incident to theoffice of secretary and such other duties as from time to time may be assigned to him bythe president, the chairman of the board or the board of directors.  Assistantsecretaries, if any, shall have the same duties and powers, subject to supervision by thesecretary.

 

                                   (e)         Treasurer.  The treasurer shall: (i) be the principal financial officer of the corporation and have the care and custody ofall its funds, securities, evidences of indebtedness and other personal property anddeposit 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 thecorporation, and pay out of the funds on hand all bills, payrolls and other just debts ofthe corporation of whatever nature upon maturity; (iii) unless there is a controller, bethe principal accounting officer of the corporation and as such prescribe and maintain themethods and systems of accounting to be followed, keep complete books and records ofaccount, prepare and file all local, state and federal tax returns, prescribe and maintainan adequate system of internal audit and prepare and furnish to the chairman of the boardand the board of directors statements of account showing the financial position of thecorporation and the results of its operations; (iv) upon request of the board, make suchreports to it as may be required at any time; and (v) perform all other duties incident tothe office of treasurer and such other duties as from time to time may be assigned to himby the president, the chairman of the board or the board of directors.  Assistanttreasurers, if any, shall have the same powers and duties, subject to the supervision bythe treasurer.

 

                       Section 4.08     Surety Bonds.  The board of directors mayrequire any officer or agent of the corporation to execute to the corporation a bond insuch sums and with such sureties as shall be satisfactory to the board, conditioned uponthe faithful performance of his duties and for the restoration to the corporation of allbooks, papers, vouchers, money and other property of whatever kind in his possession orunder his control belonging to the corporation.

 

ARTICLE V

 

Stock

 

                       Section 5.01     Issuance of Shares.  The issuance or sale by thecorporation of any shares of its authorized capital stock of any class, including treasuryshares, shall be made only upon authorization by the board of directors, except asotherwise may be provided by law.  No shares shall be issued until full considerationhas been received therefor.  Every issuance of shares shall be recorded on the booksmaintained for such purpose by or on behalf of the corporation.

 

                       Section 5.02     Stock Certificates; Uncertificated Shares.  Theshares of stock of the corporation shall be represented by certificates, except that theboard of directors may authorize the issuance of any class or series of stock of thecorporation without certificates as provided by law.  If shares are represented bycertificates, such certificates shall be signed in the name of the corporation by thechairman or vice-chairman of the board of directors or by the president or avice-president and by the treasurer or an assistant treasurer or by the secretary or anassistant secretary and sealed with the seal of the corporation or with a facsimilethereof.  The signatures of the corporation's officers on any certificate may also befacsimiles if the certificate is countersigned by a transfer agent or registered by aregistrar.  In case any officer who has signed or whose facsimile signature has beenplaced upon such certificate shall have ceased to be such officer before such certificateis issued, it may be issued by the corporation with the same effect as if he were suchofficer at the date of its issue.  Certificates of stock shall be in such formconsistent with law as shall be prescribed by the board of directors.

 

                       Section 5.03     Consideration for Shares.  Shares shall beissued for such consideration expressed in dollars (but not less than the par valuethereof) as shall be fixed from time to time by the board of directors.  Treasuryshares shall be disposed of for such consideration expressed in dollars as may be fixedfrom time to time by the board.  Such consideration may consist, in whole or in part,of money, other property, tangible or intangible, or labor or services actually performedfor the corporation, but neither the promissory note of a subscriber or direct purchaserof shares from the corporation, nor the unsecured or nonnegotiable promissory note of anyother person, nor future services shall constitute payment or part payment for shares.

                       Section 5.04     Lost Certificates.  In case of the alleged loss,destruction or mutilation of a certificate of stock the board of directors may direct theissuance of a new certificate in lieu thereof upon such terms and conditions in conformitywith law as it may prescribe.  The board of directors may in its discretion require abond in such form and amount and with such surety as it may determine before issuing a newcertificate.

 

                       Section 5.05     Transfer of Shares.  Upon presentation andsurrender to the corporation or to the corporation's transfer agent of a certificate ofstock duly endorsed or accompanied by proper evidence of succession, assignment orauthority to transfer, payment of all transfer taxes, if any, and the satisfaction of anyother requirements of law, including inquiry into and discharge of any adverse claims ofwhich the corporation has notice, the corporation or the transfer agent shall issue a newcertificate to the person entitled thereto, cancel the old certificate and record thetransfer on the books maintained for such purpose by or on behalf of the corporation.  No transfer of shares shall be effective until it has been entered on such books.  The corporation or the corporation's transfer agent may require a signatureguaranty or other reasonable evidence that any signature is genuine and effective beforemaking any transfer.  Transfers of uncertificated shares shall be made in accordancewith applicable provisions of law.

 

                       Section 5.06     Holders of Record.  The corporation shall beentitled to treat the holder of record of any share of stock as the holder in factthereof, and accordingly shall not be bound to recognize any equitable or other claim toor interest in such share on the part of any other person whether or not it shall haveexpress or other notice thereof, except as may be required by the laws of Colorado.

 

                       Section 5.07     Shares Held for Account of Another.  The boardof directors, in the manner provided by the Colorado Corporation Code, may adopt aprocedure whereby a shareholder of the corporation may certify in writing to thecorporation that all or a portion of the shares registered in the name of such shareholderare held for the account of a specified person or persons.  Upon receipt by thecorporation of a certification complying with such procedure, the persons specified in thecertification shall be deemed, for the purpose or purposes set forth therein, to be theholders of record of the number of shares specified in place of the shareholder making thecertification.

                       Section 5.08     Transfer Agents, Registrars and Paying  Agents.  The board of directors may at its discretion appoint one or more transfer agents,registrars or agents for making payment upon any class of stock, bond, debenture or othersecurity of the corporation.  Such agents and registrars may be located either withinor outside Colorado.  They shall have such rights and duties and shall be entitled tosuch compensation as may be agreed.

 

 

ARTICLE VI

 

Indemnification

 

                       Section 6.01     Definitions.  For purposes of this Article, thefollowing terms shall have the meanings set forth below:

 

                                   (a)         Code.  The term "Code" meansthe Colorado Corporation Code as it exists on the date of the adoption of this Article andas it may hereafter be amended from time to time, but in the case of any amendment, onlyto the extent that the amendment permits the corporation to provide broaderindemnification rights than the Colorado Corporation Code permitted the corporation toprovide at the date of the adoption of this Article and prior to the amendment.

 

                                   (b)         Corporation.  The term"corporation" means the corporation and, in addition to the resulting orsurviving corporation, any domestic or foreign predecessor entity of the corporation in amerger, consolidation or other transaction in which the predecessor's existence ceasedupon consummation of the transaction.

 

                                   (c)         Expenses.  The term"expenses" means the actual and reasonable expenses (including but not limitedto expenses of investigation and preparation and fees and disbursements of counsel,accountants or other experts) incurred by a party in connection with a proceeding.

 

                                   (d)         Liability.  The term"liability" means the obligation to pay a judgment, settlement, penalty, fine(including an excise tax assessed with respect to an employee benefit plan) or expenseincurred with respect to a proceeding.

 

                                   (e)         Party.  The term "party"means any individual who was, is, or is threatened to be made, a named defendant orrespondent in a proceeding by reason of the fact that he is or was a director, officer oremployee of the corporation, or a member of the Office of the Chairman, and any individualwho, while a director, officer or employee or member of the Office of the Chairman of thecorporation is or was serving at the request of the corporation as a director, officer,partner, trustee, employee, fiduciary or agent of any other foreign or domesticcorporation or of any partnership, joint venture, trust, other enterprise or employeebenefit plan.  A party shall be considered to be serving an employee benefit plan atthe corporation's request if his duties to the corporation also impose duties on orotherwise involve services by him to the plan or to participants in or beneficiaries ofthe plan.

 

                                   (f)          Proceeding.  The term"proceeding" means any threatened, pending or completed action, suit orproceeding, or any appeal therein, whether civil, criminal, administrative, arbitrative orinvestigative (including an action by or in the right of the corporation), and whetherformal or informal.

 

                       Section 6.02     Right to Indemnification.  The corporation shallindemnify any party to a proceeding against liability incurred in, relating to or as aresult of the proceeding to the fullest extent permitted by law (including withoutlimitation in circumstances in which, in the absence of this Section 6.02, indemnificationwould be (a) discretionary under the Code or (b) limited or subject to particularstandards of conduct under the Code).

 

                       Section 6.03     Advancement of Expenses.  In the event of anyproceeding in which a party is involved or which may give rise to a right ofindemnification under this Article, following written request to the corporation by theparty, the corporation shall pay to the party, to the fullest extent permitted by law(including without limitation in circumstances in which, in the absence of this Section6.02, advancement of expenses would be (a) discretionary under the Code or (b) limited orsubject to particular standards of conduct under the Code), amounts to cover expensesincurred by the party in, relating to or as a result of such proceeding in advance of itsfinal disposition.

 

                       Section 6.04     Burden of Proof.  If under applicable law theentitlement of a party to be indemnified or advanced expenses hereunder depends uponwhether a standard of conduct has been met, the burden of proof of establishing that theparty did not act in accordance with such standard shall rest with the corporation.  A party shall be presumed to have acted in accordance with such standard and to beentitled to indemnification or the advancement of expenses (as the case may be) unless,based upon a preponderance of the evidence, it shall be determined that the party has notmet such standard.  Such determination and any evaluation as to the reasonableness ofamounts claimed by a party shall be made by the board of directors of the corporation orsuch other body or persons as may be permitted by the Code.  Subject to any expresslimitation of the Code, if so requested by the party, such determination and evaluation asto the reasonableness of the amounts claimed by the party shall be made by independentcounsel who is selected by the party and approved by the corporation (which approval shallnot be unreasonably withheld).  For purposes of this Article, unless otherwiseexpressly stated, the termination of any proceeding by judgment, order, settlement(whether with or without court approval) or conviction, or upon a plea of nolo contendereor its equivalent, shall not create a presumption that a party did not meet any particularstandard of conduct or have any particular belief or that a court has determined thatindemnification is not permitted by applicable law.

 

                       Section 6.05     Notification and Defense of Claim.  Promptlyafter receipt by a party of notice of the commencement of any proceeding, the party shall,if a claim in respect thereof is to be made against the corporation under this Article,notify the corporation in writing of the commencement thereof; provided, however, thatdelay in so notifying the corporation shall not constitute a waiver or release by theparty of any rights under this Article.  With respect to any such proceeding: (a) the corporation shall be entitled to participate therein at its own expense; (b) anycounsel representing the party to be indemnified in connection with the defense orsettlement thereof shall be counsel mutually agreeable to the party and to thecorporation; and (c) the corporation shall have the right, at its option, to assume andcontrol the defense or settlement thereof, with counsel satisfactory to the party. If the corporation assumes the defense of the proceeding, the party shall have the rightto employ its own counsel, but the fees and expenses of such counsel incurred after noticefrom the corporation of its assumption of the defense of such proceeding shall be at theexpense of the party unless (i) the employment of such counsel has been specificallyauthorized by the corporation, (ii) the party shall have reasonably concluded that theremay be a conflict of interest between the corporation and the party in the conduct of thedefense of such proceeding, or (iii) the corporation shall not in fact have employedcounsel to assume the defense of such proceeding.  Notwithstanding the foregoing, ifan insurance carrier has supplied directors' and officers' liability insurance covering aproceeding and is entitled to retain counsel for the defense of such proceeding, then theinsurance carrier shall retain counsel to conduct the defense of such proceeding unlessthe party and the corporation concur in writing that the insurance carrier's doing so isundesirable.  The corporation shall not be liable under this Article for any amountspaid in settlement of any proceeding effected without its written consent.  Thecorporation shall not settle any proceeding in any manner that would impose any penalty orlimitation on a party without the party's written consent.  Consent to a proposedsettlement of any proceeding shall not be unreasonably withheld by either the corporationor the party.

 

                       Section 6.06     Enforcement.  The right to indemnification andadvancement of expenses granted by this Article shall be enforceable in any court ofcompetent jurisdiction if the corporation denies the claim, in whole or in part, or if nodisposition of such claim is made within 90 days after the written request forindemnification or advancement of expenses is received.  If successful in whole or inpart in such suit, the party's expenses incurred in bringing and prosecuting such claimshall also be paid by the corporation.  Whether or not the party has met anyapplicable standard of conduct, the court in such suit may order indemnification or theadvancement of expenses as the court deems proper (subject to any express limitation ofthe Code).  Further, the corporation shall indemnify a party from and against any andall expenses and, if requested by the party, shall (within ten business days of suchrequest) advance such expenses to the party, which are incurred by the party in connectionwith any claim asserted against or suit brought by the party for recovery under anydirectors' and officers' liability insurance policies maintained by the corporation,regardless of whether the party is unsuccessful in whole or in part in such claim or suit.

 

                       Section 6.07     Proceedings by a Party.  The corporation shallindemnify or advance expenses to a party in connection with any proceeding (or partthereof) initiated by the party only if such proceeding (or part thereof) was authorizedby the board of directors of the corporation.

 

                       Section 6.08     Subrogation.  In the event of any payment underthis Article, the corporation shall be subrogated to the extent of such payment to all ofthe rights of recovery of the indemnified party, who shall execute all papers and doeverything that may be necessary to assure such rights of subrogation to the corporation. 

                       Section 6.09     Other Payments.  The corporation shall not beliable under this Article to make any payment in connection with any proceeding against orinvolving a party to the extent the party has otherwise actually received payment (underany insurance policy, agreement or otherwise) of the amounts otherwise indemnifiablehereunder.  A party shall repay to the corporation the amount of any payment thecorporation makes to the party under this Article in connection with any proceedingagainst or involving the party, to the extent the party has otherwise actually receivedpayment (under any insurance policy, agreement or otherwise) of such amount.

 

                       Section 6.10     Insurance.  So long as any party who is or wasan officer or director of the corporation may be subject to any possible proceeding byreason of the fact that he is or was an officer or director of the corporation (or is orwas serving in any one or more of the other capacities covered by this Article during histenure as officer or director), if the corporation maintains an insurance policy orpolicies providing directors' and officers' liability insurance, such officer or directorshall be covered by such policy or policies in accordance with its or their terms to themaximum extent of the coverage applicable to any then current officer or director of thecorporation, or the corporation shall purchase and maintain in effect for the benefit ofsuch officer or director one or more valid, binding and enforceable policy or policies ofdirectors' and officers' liability insurance providing, in all respects, coverage at leastcomparable to that provided to any then current officer or director at the corporation.

 

                       Section 6.11     Other Rights and Remedies.  The rights toindemnification and advancement of expenses provided in this Article shall be in additionto any other rights to which a party may have or hereafter acquire under any law,provision of the articles of incorporation, any other or further provision of thesebylaws, vote of the shareholders or directors, agreement or otherwise.  Thecorporation shall have the right, but shall not be obligated, to indemnify or advanceexpenses to any agent of the corporation not otherwise covered by this Article inaccordance with and to the fullest extent permitted by the Code.

 

                       Section 6.12     Applicability; Effect.  The rights toindemnification and advancement of expenses provided in this Article shall be applicableto acts or omissions that occurred prior to the adoption of this Article, shall continueas to any party during the period such party serves in any one or more of the capacitiescovered by this Article, shall continue thereafter so long as the party may be subject toany possible proceeding by reason of the fact that he served in any one or more of thecapacities covered by this Article, and shall inure to the benefit of the estate andpersonal representatives of each such person.  Any repeal or modification of thisArticle or of any Section or provision hereof shall not affect any rights or obligationsthen existing.  All rights to indemnification under this Article shall be deemed tobe provided by a contract between the corporation and each party covered hereby.

 

                       Section 6.13     Severability.  If any provision of this Articleshall be held to be invalid, illegal or unenforceable for any reason whatsoever (a) thevalidity, legality and enforceability of the remaining provisions of this Article(including without limitation, all portions of any Sections of this Article containing anysuch provision held to be invalid, illegal or unenforceable, that are not themselvesinvalid, illegal or unenforceable) shall not in any way be affected or impaired thereby,and (b) to the fullest extent possible, the provisions of this Article (including, withoutlimitation, all portions of any Section of this Article containing any such provision heldto be invalid, illegal or unenforceable, that are not themselves invalid, illegal orunenforceable) shall be construed so as to give effect to the intent of this Article thateach party covered hereby is entitled to the fullest protection permitted by law.

 

 

ARTICLE VII

 

Miscellaneous

 

                       Section 7.01     Voting of Securities by the  Corporation. Unless otherwise provided by resolution of the board of directors, on behalf of thecorporation the chairman of the board or the president or the vice-chairman or anyvice-president shall attend in person or by substitute appointed by him, or shall executewritten instruments appointing a proxy or proxies to represent the corporation at, allmeetings of the shareholders of any other corporation, association or other entity inwhich the corporation holds any stock or other securities, and may execute written waiversof notice with respect to any such meetings.  At all such meetings and otherwise, thepresident or any vice-president, in person or by substitute or proxy as aforesaid, mayvote the stock or other securities so held by the corporation and may execute writtenconsents and any other instruments with respect to such stock or securities and mayexercise any and all rights and powers incident to the ownership of said stock orsecurities, subject, however, to the instructions, if any, of the board of directors.

 

                       Section 7.02     Seal.  The corporate seal of the corporationshall be in such form as adopted by the board of directors, and any officer of thecorporation may, when and as required, affix or impress the seal, or a facsimile thereof,to or on any instrument or document of the corporation.

 

                       Section 7.03     Fiscal Year.  The fiscal year of the corporationshall be as established by the board of directors.

 

                       Section 7.04     Amendments.  The directors may amend or repealthese bylaws unless the articles of incorporation reserve such power exclusively to theshareholders in whole or in part or the shareholders, in amending or repealing aparticular bylaw provision, provide expressly that the directors may not amend or repealsuch bylaw.  The shareholders may amend or repeal the bylaws even though the bylawsmay also be amended or repealed by the directors.

 

(END)