**Exhibit 3.1**

 

**AMENDEDAND RESTATED**

 

**BYLAWS**

 

**OF**

 

**NICINC.**

**(aColorado corporation)**

 

**(AsRestated Effective November 5, 2007)**

 

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**TABLEOF CONTENTS**

 

 
| ARTICLE I OFFICES                    | 1             |
|--------------------------------------|---------------|
|                                 |          |   |   |
|                                 | Section 1.1.  | Registered Office and Agent | 1 |
|                                 | Section 1.2.  | Offices | 1 |
|                                 |          |   |   |
| ARTICLE II MEETINGS OF  STOCKHOLDERS | 1             |
|                                 |          |   |   |
|                                 | Section 2.1.  | Annual Meetings | 1 |
|                                 | Section 2.2.  | Special Meetings | 1 |
|                                 | Section 2.3.  | Notice of Meetings | 1 |
|                                 | Section 2.4.  | Quorum | 1 |
|                                 | Section 2.5.  | Adjournments | 2 |
|                                 | Section 2.6.  | Voting; Proxies | 2 |
|                                 | Section 2.7.  | Action by Consent of Stockholders | 2 |
|                                 | Section 2.8.  | List of Stockholders Entitled to Vote | 2 |
|                                 | Section 2.9.  | Fixing Record Date | 3 |
|                                 | Section 2.10. | Business to be Brought Before the Annual  Meeting | 3 |
|                                 |          |   |   |
| ARTICLE III BOARD OF  DIRECTORS      | 4             |
|                                 |          |   |   |
|                                 | Section 3.1.  | Number; Qualifications | 4 |
|                                 | Section 3.2.  | Vacancies | 4 |
|                                 | Section 3.3.  | Powers | 4 |
|                                 | Section 3.4.  | Resignations | 4 |
|                                 | Section 3.5.  | Regular Meetings | 4 |
|                                 | Section 3.6.  | Special Meetings | 4 |
|                                 | Section 3.7.  | Notice of Meetings | 4 |
|                                 | Section 3.8.  | Quorum; Vote Required for Action | 5 |
|                                 | Section 3.9.  | Action by Consent of Directors | 5 |
|                                 | Section 3.10. | Telephonic Meetings Permitted | 5 |
|                                 | Section 3.11. | Compensation | 5 |
|                                 | Section 3.12. | Removal | 5 |
|                                 | Section 3.13. | Committees | 5 |
|                                 | Section 3.14. | Nomination of Directors | 6 |
|                                 |          |   |   |
| ARTICLE IV NOTICES                   | 7             |
|                                 |          |   |   |
|                                 | Section 4.1.  | Notices | 7 |
|                                 | Section 4.2.  | Waiver of Notice | 7 |
|                                 |          |   |   |
| ARTICLE V OFFICERS                   | 7             |
|                                 |          |   |   |
|                                 | Section 5.1.  | Election; Qualifications; Term of Office;  Resignation; Removal; Vacancies | 7 |
|                                 | Section 5.2.  | Powers and Duties | 8 |

 

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| ARTICLE VI STOCK                | 8            |
|---------------------------------|--------------|
|                            |         |   |   |
|                            | Section 6.1. | Stock | 8 |
|                            | Section 6.2. | Certificates Issued for Partly Paid Shares | 8 |
|                            | Section 6.3. | Facsimile Signatures | 8 |
|                            | Section 6.4. | Lost, Stolen or Destroyed Stock  Certificates; Issuance of New Certificates | 8 |
|                            | Section 6.5. | Transfer of Stock | 9 |
|                            |         |   |   |
| ARTICLE VII GENERAL  PROVISIONS | 9            |
|                            |         |   |   |
|                            | Section 7.1. | Dividends | 9 |
|                            | Section 7.2. | Fiscal Year | 9 |
|                            | Section 7.3. | Seal | 9 |
|                            | Section 7.4. | Amendments | 9 |
|                            |         |   |   |
| ARTICLE VIII INDEMNIFICATION    | 10           |
|                            |         |   |   |
|                            | Section 8.1. | Indemnification | 10 |
|                            | Section 8.2. | Insurance | 10 |
|                            | Section 8.3. | Advancement of Expenses | 10 |
|                            | Section 8.4. | Nonexclusive | 10 |

 

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**AMENDEDAND RESTATED**

 

**BYLAWS**

 

**OF**

 

**NICINC.**

 

***  * *  *  ***

 

# ARTICLE IOFFICES

#  

## Section 1.1.     Registered Officeand Agent. The initial registered office shall be CT Corporation System, 1675Broadway, Suite 1200, Denver, CO 80202, and the name of the initial registeredagent of the corporation at such address shall be CT Corporation System.

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## Section 1.2.     Offices. The corporation mayalso have offices at such other places both within and without the State ofColorado as the Board of Directors may from time to time determine or thebusiness of the corporation may require.

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# ARTICLE IIMEETINGS OF STOCKHOLDERS

#  

## Section 2.1.     Annual Meetings. Annual meetings ofstockholders shall be held the first Tuesday in May, either within or withoutthe State of Colorado, or at such other time and place as may be designatedfrom time to time by the Board of Directors and stated in the notice of themeeting, for the purpose of electing a Board of Directors, and transacting suchother business as may properly be brought before the meeting.

##  

## Section 2.2.     Special Meetings. Special meetings ofthe stockholders, for any purpose or purposes, unless otherwise provided bystatute or by the Articles of Incorporation, may be called at any time by thePresident and shall be called by the President or Secretary at the request inwriting of a majority of the Board of Directors, or at the request in writing ofstockholders owning a majority in amount of the entire capital stock of thecorporation issued and outstanding and entitled to vote. Such request shallstate the purpose or purposes of the proposed meeting. Business transacted atany special meeting of stockholders shall be limited to the purposes stated inthe notice.

##  

## Section 2.3.     Notice of Meetings. Whenever stockholdersare required or permitted to take action at a meeting, a written notice of themeeting shall be given which shall state the place, date and hour of themeeting, and, in the case of a special meeting, the purpose or purposes forwhich the meeting is called. Unless otherwise provided by law, the writtennotice of any meeting shall be given not less than ten nor more than sixty daysbefore the date of the meeting, to each stockholder entitled to vote at suchmeeting.

##  

## Section 2.4.     Quorum. Except as otherwiseprovided by law or by the Articles of Incorporation or these Bylaws, thepresence in person or by proxy of the holders of a majority of

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## the outstanding shares of stock of the corporation entitled to votethereat shall constitute a quorum at each meeting of the stockholders and allquestions shall be decided by a majority of the shares so represented in personor by proxy at the meeting and entitled to vote thereat. The stockholderspresent at any duly organized meeting may continue to do business untiladjournment, notwithstanding the withdrawal of enough stockholders to leaveless than a quorum.

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## Section 2.5.     Adjournments. Notwithstanding anyother provisions of the Articles of Incorporation or these Bylaws, the holdersof a majority of the shares of stock of the corporation entitled to vote at anymeeting, present in person or represented by proxy, whether or not a quorum ispresent, shall have the power to adjourn the meeting from time to time, withoutnotice other than announcement at the meeting, until a quorum shall be presentor represented. At any such adjourned meeting at which a quorum shall bepresent or represented, any business may be transacted which might have beentransacted at the meeting originally called; provided, however, that if theadjournment is for more than thirty days, or if after the adjournment a newrecord date is fixed for the adjourned meeting, a notice of the adjournedmeeting shall be given to each stockholder of record entitled to vote at theadjourned meeting.

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## Section 2.6.     Voting; Proxies. Unless otherwiseprovided in the Articles of Incorporation, each stockholder shall at everymeeting of the stockholders be entitled to one vote in person or by proxy foreach share of the capital stock having voting power held by such stockholder,but no proxy shall be voted on after three years from its date, unless theproxy provides for a longer period. Each proxy shall be revocable unlessexpressly provided therein to be irrevocable or unless otherwise madeirrevocable by law. The notice of every meeting of the stockholders may beaccompanied by a form of proxy approved by the Board of Directors in favor ofsuch person or persons as the Board of Directors may select.

##  

## Section 2.7.     Action by Consentof Stockholders. Unless otherwise provided in the Articles of Incorporation, anyaction required to be taken at any annual or special meeting of stockholders ofthe corporation, or any action which may be taken at any annual or specialmeeting of such stockholders, may be taken without a meeting, without priornotice and without a vote, if a consent in writing, setting forth the action sotaken, shall be signed by all of the holders of outstanding stock entitled tovote thereon.

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## Section 2.8.     List ofStockholders Entitled to Vote. The officer who has charge of the stockledger of the corporation shall prepare and make, at least ten days beforeevery meeting of stockholders, a complete list of the stockholders entitled tovote at the meeting, arranged in alphabetical order, and showing the address ofeach stockholder and the number of shares registered in the name of each stockholder.Such list shall be open to the examination of any stockholder, for any purposegermane to the meeting, during ordinary business hours, for a period of atleast ten days prior to the meeting, either at a place within the city wherethe meeting is to be held, which place shall be specified in the notice of themeeting, or, if not so specified, at the place where the meeting is to be held.The list shall also be produced and kept at the time and place of the meetingduring the whole time thereof, and may be inspected by any stockholder who ispresent.

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## Section 2.9.     Fixing Record Date. In order that thecorporation may determine the stockholders entitled to notice of or to vote atany meeting of stockholders or any adjournment thereof or to express consent tocorporate action in writing without a meeting, or entitled to receive paymentof any dividend or other distribution or allotment of any rights, or entitledto exercise any rights in respect of any change, conversion or exchange ofstock or for the purpose of any other lawful action, the Board of Directors mayfix, in advance, a record date, which shall not be more than sixty nor lessthan ten days before the date of such meeting, nor more than sixty days priorto any other action. The Board of Directors shall not close the books of thecorporation against transfer of shares during the whole or any part of suchperiod. A determination of stockholders of record entitled to notice of or tovote at a meeting of stockholders shall apply to any adjournment of themeeting; provided, however, that the Board of Directors may fix a new recorddate for the adjourned meeting.

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## Section 2.10.   Business to beBrought Before the Annual Meeting. To be properly brought before the annualmeeting of stockholders, business must be either (a) specified in the notice ofmeeting (or any supplement thereto) given by or at the direction of the Boardof Directors, (b) otherwise brought before the meeting by or at the direction ofthe Board of Directors, or (c) otherwise properly brought before the meeting bya stockholder of the corporation who is a stockholder of record at the time ofgiving of notice provided for in this Section 2.10 of Article II, who shall beentitled to vote at such meeting and who complies with the notice proceduresset forth in this Section 2.10 of Article II. In addition to any otherapplicable requirements, for business to be brought before an annual meeting bya stockholder of the corporation, the stockholder must have given timely noticethereof in writing to the Secretary of the corporation. To be timely, astockholder’s notice must be delivered to or mailed and received at theprincipal executive offices of the corporation not less than 90 days prior to theanniversary date of the immediately preceding annual meeting of stockholders ofthe corporation in the case of each subsequent annual meeting of stockholders. Astockholder’s notice to the Secretary shall set forth as to each matter thestockholder proposes to bring before the annual meeting (i) a brief descriptionof the business desired to be brought before the annual meeting and the reasonsfor conducting such business at the annual meeting, (ii) the name and address,as they appear on the corporation’s books, of the stockholder proposing suchbusiness, (iii) the acquisition date, the class and the number of shares ofvoting stock of the corporation which are owned beneficially by thestockholder, (iv) any material interest of the stockholder in such business,and (v) a representation that the stockholder intends to appear in person or byproxy at the meeting to bring the proposed business before the meeting.

##  

Notwithstandinganything in these Bylaws to the contrary, no business shall be conducted at theannual meeting except in accordance with the procedures set forth in thisSection 2.10.

 

The chairmanof the annual meeting shall, if the facts warrant, determine and declare to themeeting that business was not properly brought before the meeting in accordancewith the provisions of this Section 2.10 of Article II, and if the chairmanshould so determine, the chairman shall so declare to the meeting and any suchbusiness not properly brought before the meeting shall not be transacted.

 

Notwithstandingthe foregoing provisions of this Section 2.10 of Article II, a stockholdershall also comply with all applicable requirements of the Securities ExchangeAct of 1934, as 

 

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amended, and the rules and regulations thereunder with respect to thematters set forth in this Section 2.10.

 

# ARTICLE IIIBOARD OF DIRECTORS

#  

## Section 3.1.     Number;Qualifications. The number of directors shall be at least three and not more thanten, subject to the provisions contained in the Articles of Incorporation. Withinthat range, the number of directors shall be as stated by resolution adopted bythe Board of Directors from time to time, but no decrease in the number ofdirectors shall have the effect of shortening the term of any incumbentdirector. The directors shall be elected at the annual meeting of thestockholders, except as provided in Section 3.2, and each director electedshall hold office until his successor is elected and qualified or until hisearlier death, resignation or removal. A director need not be a stockholder ofthe corporation. A majority of the directors may elect from its members achairman, who shall also serve as chairman of any annual or special meeting ofthe stockholders. The chairman, if any, shall hold this office until hissuccessor shall have been elected and qualified.

##  

## Section 3.2.     Vacancies. Any vacancy in theBoard of Directors, including vacancies resulting from any increase in theauthorized number of directors may be filled by a majority of the remainingdirectors then in office, though less than a quorum, or by a sole remainingdirector, and the directors so chosen shall hold office until the next annualmeeting of stockholders and their successors are duly elected and qualified, oruntil their earlier death, resignation or removal.

##  

## Section 3.3.     Powers. The business affairsand property of the corporation shall be managed by or under the direction ofthe Board of Directors which may exercise all such powers of the corporationand do all such lawful acts and things as are not by statute or by the Articlesof Incorporation or by these Bylaws directed or required to be exercised ordone by the stockholders.

##  

## Section 3.4.     Resignations. Any director mayresign at any time by written notice to the corporation. Any such resignationshall take effect at the date of receipt of such notice or at any later timespecified therein, and, unless otherwise specified therein, the acceptance ofsuch resignation shall not be necessary to make it effective.

##  

## Section 3.5.     Regular Meetings. Regular meetings ofthe Board of Directors shall be held at such place or places within or withoutthe State of Colorado, at such hour and on such day as may be fixed byresolution of the Board of Directors, without further notice of such meetings.

##  

## Section 3.6.     Special Meetings. Special meetings ofthe Board of Directors may be held whenever called by (i) the Chairman of theBoard; (ii) the President; (iii) the President or Secretary on the writtenrequest of a majority of the Board of Directors; or (iv) resolution adopted bythe Board of Directors. Special meetings may be held within or without theState of Colorado as may be stated in the notice of the meeting.

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## Section 3.7.     Notice of Meetings. Written notice of thetime, place and general nature of the business to be transacted at all specialmeetings of the Board of Directors must be given to

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## each director at least three days prior to the day of the meeting;provided, however, that notice of any meeting need not be given to any directorif waived by him in writing, or if he shall be present at such meeting, exceptwhen the director attends the meeting for the express purpose of objecting, atthe beginning of the meeting, to the transaction of any business on the groundsthat the meeting is not lawfully called or convened.

##  

## Section 3.8.     Quorum; VoteRequired for Action. At all meetings of the Board of Directors,a majority of directors then in office shall constitute a quorum for thetransaction of business and, except as otherwise provided by law or theseBylaws, the act of a majority of the directors present at any meeting at whichthere is a quorum shall be the act of the Board of Directors; but a lessernumber may adjourn the meeting from day to day, without notice other thanannouncement at the meeting, until a quorum shall be present. Directors mayparticipate in any meeting of the directors, and members of any committee ofdirectors may participate in any meeting of such committee, by means ofconference telephone or similar communications equipment by means of which allpersons participating in such meeting can hear each other, and suchparticipation shall constitute presence in person at such meeting.

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## Section 3.9.     Action by Consentof Directors. Any action required or permitted to be taken at any meeting of theBoard of Directors or of any committee of the Board of Directors may be takenwithout a meeting, if all members of the board or the committee of the board,as the case may be, consent thereto in writing, which may be in counterparts,and the writing or writings are filed with the minutes of proceedings of theBoard of Directors or the committee thereof. Such writing(s) shall be manuallyexecuted if practicable, but if circumstances so require, effect shall be givento written consent transmitted by telegraph, telex, telecopy or similar meansof visual data transmission.

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## Section 3.10.   Telephonic MeetingsPermitted. Members of the Board of Directors, or any committee designated by theboard, may participate in a meeting of such board or committee by means ofconference telephone or similar communications equipment by means of which allpersons participating in the meeting can hear each other, and participation ina meeting pursuant to this Bylaw shall constitute presence in person at suchmeeting.

##  

## Section 3.11.   Compensation. Directors shall beentitled to such compensation for their services as may be approved by theBoard of Directors, including, if so approved by resolution of the Board ofDirectors, a fixed sum and expenses of attendance at each regular or specialmeeting or any committee thereof. No such payment shall preclude any directorfrom serving the corporation in any other capacity and receiving compensationtherefor.

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## Section 3.12.   Removal. Except as provided inthe Articles of Incorporation or by law, any director or the entire Board ofDirectors may be removed, with or without cause, by the holders of a majorityof shares entitled to vote at an election of directors. The notice calling suchmeeting shall state the intention to act upon such matter, and, if the noticeso provides, the vacancy or vacancies caused by such removal may be filled atsuch meeting by a vote of the majority of the shares entitled to vote at anelection of directors.

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## Section 3.13.   Committees. The Board of Directorsmay, by resolution passed by a majority of the whole Board, designate one ormore committees, each committee to consist of

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## one or more of the directors of the corporation. The Board maydesignate one or more directors as alternate members of any committee. Thealternate members of any committee may replace any absent or disqualifiedmember at any meeting of the committee. Any such committee, to the extentprovided in a resolution of the Board of Directors, shall have and may exerciseall the powers and authority of the Board of Directors in the management of thebusiness and affairs of the corporation, and may authorize the seal of thecorporation to be affixed to all papers which may require it; but no suchcommittee shall have such power or authority in reference to amending theArticles of Incorporation, adopting an agreement of merger or consolidation,recommending to the stockholders the sale, lease or exchange of all orsubstantially all of the corporation’s property and assets, recommending to thestockholders a dissolution of the corporation or a revocation of a dissolution,or amending the Bylaws of the corporation; and, unless the resolution or theArticles of Incorporation expressly so provide, no committee shall have thepower or authority to declare a dividend or to authorize the issuance of stockor to adopt a Certificate of Ownership and Merger. Such committee or committeesshall have such name or names as may be determined from time to time byresolution adopted by the Board of Directors. Each committee shall keep regularminutes of its meetings and report the same to the Board of Directors whenrequired. Members of special or standing committees shall be entitled toreceive such compensation for serving on such committees as the Board ofDirectors shall determine.

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## Section 3.14.   Nomination ofDirectors. Only persons who are nominated in accordance with-the following proceduresshall be eligible for election as directors. Nominations of persons forelection to the Board of Directors of the corporation may be made at a meetingof stockholders (a) by or at the direction of the Board of Directors or (b) byany stockholder of the corporation who is a stockholder of record at the timeof giving of notice provided for in this Section 3.14 of Article III, who shallbe entitled to vote for the election of directors at the meeting and whocomplies with the notice procedures set forth in this Section 3.14 of ArticleIII. Such nominations, other than those made by or at the direction of theBoard of Directors, shall be made pursuant to timely notice in writing to theSecretary of the corporation. To be timely, a stockholder’s notice shall bedelivered to or mailed and received at the principal executive offices of thecorporation (i) with respect to an election to be held at the annual meeting ofthe stockholders of the corporation, not later than 90 days prior to theanniversary date of the immediately preceding annual meeting of stockholders ofthe corporation, and (ii) with respect to an election to be held at a specialmeeting of stockholders of the corporation for the election of directors, notlater than the closing of business on the 10th day following the day on whichsuch notice of the date of the meeting was mailed or public disclosure of thedate of the meeting was made, whichever first occurs. Such stockholder’s noticeto the Secretary shall set forth (a) as to each person whom the stockholderproposes to nominate for election or re-election as a director, all informationrelating to the person that is required to be disclosed in solicitations forproxies for election of directors, or is otherwise required, pursuant to Regulation14A under the Securities Exchange Act of 1934, as amended (including thewritten consent of such person to be named in the proxy statement as a nomineeand to serve as a director if elected); and (b) as to the stockholder givingthe notice (i) the name and address, as they appear on the corporation’s books,of such stockholder, and (ii) the class and number of shares of capital stockof the corporation which are beneficially owned by the stockholder. At therequest of the Board of Directors, any person nominated by the Board ofDirectors for election as a director shall furnish to the Secretary of thecorporation that information required to be set forth in a stockholder’s noticeof nomination which pertains to the nominee.

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In the eventthat a person is validly designated as nominee to the Board and shallthereafter become unable or unwilling to stand for election to the Board ofDirectors, the Board of Directors or the stockholder who proposed such nominee,as the case may be, may designate a substitute nominee.

 

No personshall be eligible to serve as a director of the corporation unless nominated inaccordance with the procedures set forth in this Section 3.14 of Article III. Thechairman of the meeting of stockholders shall, if the facts warrant, determineand declare to the meeting that a nomination was not made in accordance withthe procedures prescribed by the Bylaws, and if the chairman should sodetermine, the chairman shall so declare to the meeting and the defectivenomination shall be disregarded.

 

Notwithstandingthe foregoing provisions of this Section 3.14 of Article III, a stockholdershall also comply with all applicable requirements of the Securities ExchangeAct of 1934, as amended, and the rules and regulations thereunder with respectto the matters set forth in this Section 3.14 of Article III.

 

# ARTICLE IVNOTICES

#  

## Section 4.1.     Notices. Whenever any notice isrequired to be given under the provisions of these Bylaws or of the Articles ofIncorporation to any director or stockholder, such notice must be in writingand may be given in person, in writing or by mail, telegram, telecopy or othersimilar means of visual communication, addressed to such director orstockholder, at his address as it appears on the records of the corporation,with postage or other transmittal charges thereon prepaid. Such notice shall bedeemed to be given (i) if by mail, at the time when the same shall be depositedin the United States mail and (ii) otherwise, when such notice is transmitted.

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## Section 4.2.     Waiver of Notice. Whenever any notice isrequired to be given under the provisions of the Bylaws or of the Articles ofIncorporation to any director or stockholder, a waiver thereof in writing,signed by the person or persons entitled to said notice, whether before orafter the time stated therein, shall be deemed equivalent thereto.

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# ARTICLE VOFFICERS

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## Section 5.1.     Election;Qualifications; Term of Office; Resignation; Removal; Vacancies. The officers of the corporationshall be elected or appointed by the Board of Directors and may include, at thediscretion of the Board, a Chairman of the Board, a President, a Secretary, aTreasurer and such Executive, Senior or other Vice Presidents and otherofficers as may be determined by the Board of Directors. Any number of officesmay be held by the same person. The officers of the corporation shall holdoffice until their successors are chosen and qualified, except that any officermay resign at any time by written notice to the corporation and the Board ofDirectors may remove any officer at any time at its discretion with or withoutcause. Any vacancies occurring in any office of the corporation by death,resignation, removal or otherwise may be filled for the unexpired portion ofthe term by the Board of Directors at any regular or special meeting.

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## Section 5.2.     Powers and Duties. The officers of thecorporation shall have such powers and duties as generally pertain to theiroffices, except as modified herein or by the Board of Directors, as well assuch powers and duties as shall be determined from time to time by the Board ofDirectors. The Chairman of the Board, if one is elected, and otherwise thePresident, shall preside at all meetings of the Board. The President shallpreside at all meetings of the Stockholders.

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# ARTICLE VISTOCK

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## Section 6.1.     Stock.The shares of the corporation shall be represented by certificates or shall beuncertificated. Each registered holder of stock represented by a certificate,upon written request to the corporation, shall be provided with a certificateof stock representing the number of shares owned by such holder. Certificatesrepresenting the corporation’s capital stock, if any, shall be in such form asrequired by law and as approved by the Board. Each such certificate shall besigned (either manually or by facsimile) in the name of the corporation by theChair or Vice Chair of the Board, President or any Vice-President, and by theTreasurer or an assistant treasurer, or the Secretary or an assistant secretaryof the corporation. In case any officer, transfer agent or registrar who hassigned or whose facsimile signature has been placed upon a certificate shallhave ceased to be such officer, transfer agent or registrar before suchcertificate is issued, it may be issued by the corporation with the same effectas if such person were such officer, transfer agent or registrar at the date ofissue.

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## Section 6.2.     Certificates Issuedfor Partly Paid Shares. Certificates may be issued for partlypaid shares and in such case upon the face or back of the certificates issuedto represent any such partly paid shares the total amount of the considerationto be paid therefor, and the amount paid thereon shall be specified.

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## Section 6.3.     FacsimileSignatures. Any of or all the signatures on certificatedshares may be facsimile. In case any officer, transfer agent or registrar whohas signed or whose facsimile signature has been placed upon a certificateshall have ceased to be such officer, transfer agent or registrar before suchcertificate is issued, it may be issued by the corporation with the same effectas if he were such officer, transfer agent or registrar at the date of issue.

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## Section 6.4.     Lost, Stolen orDestroyed Stock Certificates; Issuance of New Certificates. Withrespect to any stock represented by a certificate, the Board of Directors maydirect a new certificate or certificates to be issued in place of anycertificate or certificates theretofore issued by the corporation alleged tohave been lost, stolen or destroyed upon the making of an affidavit of thatfact by the person claiming the certificate of stock to be lost, stolen ordestroyed. When authorizing such issue of a new certificate or certificates,the Board of Directors may, in its discretion and as a condition precedent tothe issuance thereof, require the owner of such lost, stolen or destroyedcertificate or certificates, or his legal representative, to advertise the samein such manner as it shall require and/or to give the corporation a bond insuch sum as it may direct as indemnity against any claim that may be madeagainst the corporation with respect to the certificate alleged to have beenlost, stolen or destroyed.

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## Section 6.5.     Transfer of Stock.Subject to any restrictions on transfer, and unless otherwise provided by theBoard of Directors, transfers of stock shall be made upon the books of thecorporation: (i) upon presentation of the certificates by the registered holderin person or by duly authorized attorney, or upon presentation of properevidence of succession, assignment or authority to transfer the stock, and uponsurrender of the appropriate certificate(s), or (ii) in the case ofuncertificated shares, upon receipt of proper transfer instructions from theregistered owner of such uncertificated shares, or from a duly authorizedattorney or from an individual presenting proper evidence of succession,assignment or authority to transfer the stock.

##  

# ARTICLE VIIGENERAL PROVISIONS

#  

## Section 7.1.     Dividends. Dividends upon thecapital stock of the corporation, subject to the provisions of the Articles ofIncorporation, if any, may be declared by the Board of Directors at any regularor special meeting, pursuant to law. Dividends may be paid in cash, inproperty, or in shares of the capital stock, subject to the provisions of theArticles of Incorporation. Before payment of any dividend, there may be setaside out of any funds of the corporation available for dividends such sum orsums as the directors from time to time, in their absolute discretion, thinkproper as a reserve or reserves to meet contingencies, or for equalizingdividends, or for repairing or maintaining any property of the corporation, orfor such other purpose as the directors shall think conducive to the interestof the corporation, and the directors may modify or abolish any such reserve inthe manner in which it was created.

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A member ofthe Board of Directors, or a member of any committee designated by the Board ofDirectors, shall be fully protected in relying in good faith upon the recordsof the Corporation and upon such information, opinions, reports or statementspresented to the Corporation by any of its officers or employees, or committeesof the Board of Directors, or by any other person as to matters the directorreasonably believes are within such other person’s professional or expertcompetence and who has been selected with reasonable care by or on behalf ofthe Corporation, as to the value and amount of the assets, liabilities and/ornet profits of the Corporation, or any other facts pertinent to the existenceand amount of surplus or other funds from which dividends might properly be declaredand paid, or with which the Corporation’s stock might properly be purchased orredeemed.

 

## Section 7.2.     Fiscal Year. The fiscal year of thecorporation shall be the calendar year.

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## Section 7.3.     Seal. The seal of thecorporation shall be in such form as the Board of Directors shall prescribe.

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## Section 7.4.     Amendments. These Bylaws may bealtered, amended or repealed or new Bylaws may be adopted by the stockholdersor, unless expressly prohibited by a particular Bylaw, by the Board ofDirectors (i) at any regular meeting of the stockholders or of the Board ofDirectors (ii) or at any special meeting of the stockholders or of the Board ofDirectors if notice of such alteration, amendment, repeal or adoption of newBylaws shall be contained in the notice of such special meeting. The power toadopt, amend or repeal Bylaws conferred upon the Board of Directors shall notdivest or limit the power of the stockholders to adopt, amend or repeal Bylaws.

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# ARTICLE VIIIINDEMNIFICATION

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## Section 8.1.     Indemnification.The corporation agrees and hereby does undertake to indemnify any person whowas or is a party or is threatened to be made a party to any threatened,pending or completed action, suit or proceeding, whether civil, criminal,administrative or investigative, by reason of the fact that that person is orwas a director, officer, employee or agent of the corporation, or is or wasserving at the request of the corporation as a director, officer, trustee,partner, fiduciary, employee or agent of another corporation, partnership,joint venture, trust, pension or other employee benefit plan or otherenterprise, against expenses, including attorneys’ fees, judgments, fines andamounts paid in settlement actually and reasonably incurred by that person inconnection with such action, all as set forth in Section 7-109-101 et seq. (assuch provision shall be amended from time to time) of the Colorado BusinessCorporation Act (“CBCA”).

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## Section 8.2.     Insurance.The corporation may purchase and maintain insurance on behalf of a person whois or was a director or officer of the corporation or is or was serving at therequest of the corporation as a director, officer, partner, trustee, employee,fiduciary or agent of another corporation or of any other person or employeebenefit plan against any liability asserted against or incurred by him in anysuch capacity or arising out of his status as such, whether or not thecorporation would have the power to indemnify him against such liability underthe provisions of this Article VIII and the provisions of the CBCA. Any suchinsurance may be procured from any insurance company designated by the Board ofDirectors of the corporation, whether such insurance company is formed underthe laws of this state or any other jurisdiction of the United States orelsewhere, including any insurance company in which the corporation has equityor any other interest, through stock ownership or otherwise.

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## Section 8.3.     Advancement ofExpenses. Without limiting the generality of this ArticleVIII, the corporation shall advance the expenses incurred by any personentitled to indemnification hereunder in connection with any action, suit orproceeding within ten (10) days after the receipt by the corporation of astatement or statements requesting such advances from time to time, whetherprior to or after final disposition of any such action, suit or proceeding. Providedthat the person seeking advances has furnished the undertaking, if any,required by CBCA Section 7-109-104(1), advances shall be unsecured and interestfree, and shall be made without regard to such person’s financial ability tomake repayment of the expenses, and without regard to such person’s ultimateentitlement to indemnification, other than as required by CBCA 7-109-104(1)(c).Advances shall include any and all expenses incurred pursuing an action toenforce this right of advancement, including expenses incurred preparing andforwarding statements to the corporation to support the advances claimed. Theperson entitled to indemnification shall qualify for advances solely upon thecompliance with the requirements of CBCA 7-109-104, and the Company shallpromptly make the determinations required thereunder with respect to anyrequest for advances.

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## Section 8.4.     Nonexclusive.The provisions provided herein with regard to indemnification shall not beconstrued as a limitation on indemnification. Indemnification shall at alltimes be allowed to the fullest extent as is now, or in the future, providedfor under the CBCA.

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