**Exhibit3.1**

**AMENDED AND RESTATED BYLAWS**

**OF**

**SPORT-HALEY, INC.**

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**AMENDED AND RESTATED**

**BYLAWS**

**OF**

**SPORT-HALEY, INC.**

**Table of Contents**
| Article | ** **              | **Page**                                    |
|---------|-------------------------|---------------------------------------------|
|    | ** **              |                                        |
| I       | **Offices**             | 1                                           |
|    | ** **              |                                        |
| II      | **Shareholders**        | 1                                           |
|    | Section 1.              | Annual Meeting                              | 1 |
|    | Section 2.              | Special Meetings                            | 1 |
|    | Section 3.              | Place of Meeting                            | 2 |
|    | Section 4.              | Notice of Meeting                           | 2 |
|    | Section 5.              | Fixing of Record Date                       | 3 |
|    | Section 6.              | Voting Lists                                | 3 |
|    | Section 7.              | Recognition Procedure for Beneficial Owners | 4 |
|    | Section 8.              | Quorum and Manner of Acting                 | 4 |
|    | Section 9.              | Proxies                                     | 4 |
|    | Section 10.             | Voting Shares                               | 5 |
|    | Section 11.             | Corporation’s Acceptance of Votes      | 5 |
|    | Section 12.             | Informal Action by Shareholders             | 6 |
|    | Section 13.             | Meetings by Telecommunication               | 7 |
|    |                    |                                        |   |
| III     | **Board of Directors**  | 7                                           |
|    | Section 1.              | General Powers                              | 7 |
|    | Section 2.              | Number, Qualifications and Tenure           | 7 |
|    | Section 2.              | Vacancies                                   | 7 |
|    | Section 4.              | Regular Meetings                            | 8 |
|    | Section 5.              | Special Meetings                            | 8 |
|    | Section 6.              | Notice                                      | 8 |
|    | Section 7.              | Quorum                                      | 8 |
|    | Section 8.              | Manner of Acting                            | 8 |
|    | Section 9.              | Compensation                                | 8 |
|    | Section 10.             | Presumption of Assent                       | 9 |
|    | Section 11.             | Committee                                   | 9 |
|    | Section 12.             | Informal Action by Directors                | 10 |
|    | Section 13.             | Telephonic Meetings                         | 10 |
|    | Section 14.             | Standard of Care                            | 10 |
|    |                    |                                        |   |
| IV      | **Officers and Agents** | 10                                          |
|    | Section 1.              | General                                     | 10 |
|    | Section 2.              | Appointment and Term of Office              | 11 |
|    | Section 3.              | Resignation and Removal                     | 11 |
|    | Section 4.              | Vacancies                                   | 11 |
|         |                         |                                             |  |  |

 

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| Article | ** **                             | **Page**                                                 |
|---------|----------------------------------------|----------------------------------------------------------|
|    | ** **                             |                                                     |
|    | Section 5.                             | President                                                | 11 |
|    | Section 6.                             | Chief Executive Officer/Operating Officer                | 11 |
|    | Section 7.                             | Vice Presidents                                          | 12 |
|    | Section 8.                             | Secretary                                                | 12 |
|    | Section 9.                             | Treasurer                                                | 12 |
|    |                                   |                                                     |   |
| V       | **Stock**                              | 13                                                       |
|    | Section 1.                             | Certificates                                             | 13 |
|    | Section 2.                             | Consideration for Shares                                 | 13 |
|    | Section 3.                             | Lost Certificates                                        | 13 |
|    | Section 4.                             | Transfer of Shares                                       | 14 |
|    | Section 5.                             | Transfer Agent, Registrars and Paying Agents             | 14 |
|    |                                   |                                                     |   |
|    |                                   |                                                     |   |
| VI      | **Indemnification of Certain Persons** | 14                                                       |
|    | Section 1.                             | Indemnification                                          | 14 |
|    | Section 2.                             | Right to Indemnification                                 | 15 |
|    | Section 3.                             | Effect of Termination of Action                          | 15 |
|    | Section 4.                             | Groups Authorized to Make Indemnification  Determination | 15 |
|    | Section 5.                             | Court-Ordered Indemnification                            | 15 |
|    | Section 6.                             | Advance of Expenses                                      | 16 |
|    |                                   |                                                     |   |
| VII     | **Provision of Insurance**             | 16                                                       |
|    | ** **                             |                                                     |
| VIII    | **Miscellaneous**                      | 16                                                       |
|    | Section 1.                             | Seal                                                     | 16 |
|    | Section 2.                             | Fiscal Year                                              | 16 |
|    | Section 3.                             | Amendments                                               | 16 |
|    | Section 4.                             | Gender                                                   | 17 |
|    | Section 5.                             | Conflicts                                                | 17 |
|    | Section 6.                             | Definitions                                              | 17 |
|         |                                        |                                                          |  |  |

 

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**AMENDED AND RESTATED BYLAWS**

**OF**

**SPORT-HALEY, INC.**

**ARTICLE I**

**Offices**

The principal office of the corporation shall be designated from timeto time by the corporation and may be within or outside of Colorado.

The corporation may have such other offices, either within or outsideColorado, as the board of directors may designate or as the business of thecorporation may require from time to time.

The registered office of the corporation required by the ColoradoBusiness Corporation Act to be maintained in Colorado may be, but need not be,identical with the principal office, and the address of the registered officemay be changed from time to time by the board of directors.

**ARTICLE II**

**Shareholders**

**Section 1.         AnnualMeeting.**  The annual meeting of the shareholders shallbe held during the month of January of each year on a date and at a time fixedby the board of directors of the corporation (or by the president in theabsence of action by the board of directors) for the purpose of electingdirectors and for the transaction of such other business as may come before themeeting.  If the election of directors isnot held on the day fixed as provided herein for any annual meeting of theshareholders, or any adjournment thereof, the board of directors shall causethe election to be held at a special meeting of the shareholders as soonthereafter as it may conveniently be held.

A shareholder may apply to the district court in the county in Coloradowhere the corporation’s principal office is located or, if the corporation hasno principal office in Colorado, to the district court of the county in whichthe corporation’s registered office is located to seek an order that ashareholders meeting be held (i) if an annual meeting was not held within sixmonths after the close of the corporation’s most recently ended fiscal year orfifteen months after its last annual meeting, whichever is earlier, or (ii) ifthe shareholder participated in a proper call of or proper demand for a specialmeeting and notice of the special meeting was not given within thirty daysafter the date of the call or the date the last of the demands necessary torequire calling of the meeting was received by the corporation pursuant toC.R.S. § 7-107-102(1)(b), or the special meeting was not held in accordancewith the notice.

**Section 2.         SpecialMeetings.**  Unless otherwise prescribed by statute,special meetings of the shareholders may be called for any purpose by the chiefexecutive officer or by the board of directors. The chief executive officer shall call a special meeting of theshareholders if the corporation receives one or more written demands for themeeting, stating the purpose or purposes for which it is to be held, signed anddated by 

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holders of shares representing at least ten percent of all the votesentitled to be cast on any issue proposed to be considered at the meeting.

**Section 3.         Placeof Meeting.**  The board of directors may designate anyplace, either within or outside Colorado, as the place for any annual meetingor any special meeting called by the board of directors.  A waiver of notice signed by all shareholdersentitled to vote at a meeting may designate any place, either within or outsideColorado, as the place for such meeting. If no designation is made, or if a special meeting is called other thanby the board, the place of meeting shall be the principal office of thecorporation.

**Section 4.         Noticeof Meeting.**  Written notice stating the place, date, andhour of the meeting shall be given not less than ten nor more than sixty daysbefore the date of the meeting, except that (i) if the number of authorizedshares is to be increased, at least thirty days’ notice shall be given, or (ii)any other longer notice period is required by the Colorado Business CorporationAct.  Notice of a annual meeting need notinclude a description of the purpose or purposes of the meeting except thepurpose or purposes shall be stated with respect to (i) an amendment to thearticles of incorporation of the corporation, (ii) a merger or share exchangein which the corporation is a party and, with respect to a share exchange, inwhich the corporation’s shares will be acquired, (iii) a sale, lease, exchangeor other disposition, other than in the usual and regular course of business,of all or substantially all of the property of the corporation or of anotherentity which this corporation controls, in each case with or without goodwill,(iv) a dissolution of the corporation, or (v) any other purpose for which astatement of purpose is required by the Colorado Business Corporation Act.  Notice shall be given personally or by mail,private carrier, telegraph, teletype, electronically transmitted facsimile orother form of wire or wireless communication by or at the direction of thechief executive officer, the secretary, or the officer or persons calling themeeting, to each shareholder of record entitled to vote at such meeting.  If mailed and if in a comprehensible form,such notice shall be deemed to be given and effective when deposited in theUnited States mail, addressed to the shareholder at his address as it appearsin the corporation’s current record of shareholders, with postage prepaid.  If notice is given other than by mail, andprovided that such notice is in a comprehensible form, the notice is given andeffective on the date received by the shareholder.

If requested by the person or persons lawfully calling such meeting,the secretary shall give notice thereof at corporate expense.  No notice need be sent to any shareholder ifthree successive notices mailed to the last known address of such shareholderhave been returned as undeliverable until such time as another address for suchshareholder is made known to the corporation by such shareholder.  In order to be entitled to receive notice ofany meeting, a shareholder shall advise the corporation in writing of anychange in such shareholder’s mailing address as shown on the corporation’sbooks and records.

When a meeting is adjourned to another date, time or place, notice neednot be given of the new date, time or place if the new date, time or place ofsuch meeting is announced before adjournment at the meeting at which theadjournment is taken.  At the adjournedmeeting the corporation may transact any business which may have beentransacted at the original meeting.  Ifthe adjournment is for more than 120 days, or if a new record date is fixed forthe adjourned meeting, a new notice of the adjourned meeting shall be given toeach shareholder of record entitled to vote at the meeting as of the new recorddate.

A shareholder may waive notice of a meeting before or after the timeand date of the meeting by a writing signed by such shareholder.  Such waiver shall be delivered to thecorporation for filing with the corporate records.  Further, by attending a meeting either inperson or by proxy, a shareholder waives objection to lack of notice ordefective notice of the meeting unless the shareholder objects at the beginningof the meeting to the holding of the meeting or the transaction of business atthe meeting because of lack of notice or 

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defective notice.  By attendingthe meeting, the shareholder also waives any objection to consideration at themeeting of a particular matter not within the purpose or purposes described inthe meeting notice unless the shareholder objects to considering the matterwhen it is presented.

**Section 5.         Fixingof Record Date.**  For the purpose of determining shareholdersentitled to (i) notice of or vote at any meeting of shareholders or anyadjournment thereof, (ii) receive distributions or share dividends, or (iii)demand a special meeting, or to make a determination of shareholders for anyother proper purpose, the board of directors may fix a future date as therecord date for any such determination of shareholders, such date in any caseto be not more than seventy days, and, in case of a meeting of shareholders,not less than ten days, prior to the date on which the particular actionrequiring such determination of shareholders is to be taken.  If no record date is fixed by the directors,the record date shall be the date on which notice of the meeting is mailed toshareholders, or the date on which the resolution of the board of directorsproviding for a distribution is adopted, as the case may be.  When a determination of shareholders entitledto vote at any meeting of shareholders is made as provided in this Section,such determination shall apply to any adjournment thereof unless the board ofdirectors fixes a new record date, which it must do if the meeting is adjournedto a date more than 120 days after the date fixed for the original meeting.

Notwithstanding the above, the record date for determining theshareholders entitled to take action without a meeting or entitled to be givennotice of action so taken shall be the date a writing upon which the action istaken is first received by the corporation. The record date for determining shareholders entitled to demand aspecial meeting shall be the date of the earliest of any of the demandspursuant to which the meeting is called.

**Section 6.         VotingLists.**  The secretary shall make, at the earlier often days before each meeting of shareholders or two business days after noticeof the meeting has been given, a complete list of the shareholders entitled tobe given notice of such meeting or any adjournment thereof.  The list shall be arranged by voting groupsand within each voting group by class or series of shares, shall be inalphabetical order within each class or series, and shall show the address ofand the number of shares of each class or series held by each shareholder.  For the period beginning the earlier of tendays prior to the meeting or two business days after notice of the meeting isgiven and continuing through the meeting and any adjournment thereof, this listshall be kept on file at the principal office of the corporation, or at a place(which shall be identified in the notice) in the city where the meeting will beheld.  Such list shall be available forinspection on written demand by any shareholder (including for the purpose ofthis Section 6 any holder of voting trust certificates) or his agent orattorney during regular business hours and during the period available forinspection.  The original stock transferbooks shall be prima facie evidence as to the shareholders entitled to examinesuch list or to vote at any meeting of shareholders.

Any shareholder, his agent or attorney may copy the list during regularbusiness hours and during the period it is available for inspection, provided(i) the shareholder has been a shareholder for at least three monthsimmediately preceding the demand or holds at least five percent of alloutstanding shares of any class of stock as of the date of the demand, (ii) thedemand is made in good faith and for a purpose reasonably related to thedemanding shareholder’s interest as a shareholder, (iii) the shareholderdescribes with reasonable particularity the purpose and the records theshareholder desires to inspect, (iv) the records are directly connected withthe described purpose, and (v) the shareholder pays a reasonable chargecovering the costs of labor and material for such copies, not to exceed theestimated cost of production and reproduction.

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**Section 7.         RecognitionProcedure for Beneficial Owners.**  The board of directors mayadopt by resolution a procedure whereby a shareholder of the corporation maycertify in writing to the corporation that all or a portion of the sharesregistered in the name of such shareholder are held for the account of aspecified person or persons.  Theresolution may set forth (i) the types of nominees to which it applies, (ii)the rights or privileges that the corporation will recognize in a beneficialowner, which may include rights and privileges other than voting, (iii) theform of certification and the information to be contained therein, (iv) if thecertification is with respect to a record date, the time within which thecertification must be received by the corporation, (v) the period for which thenominee’s use of the procedure is effective, and (vi) such other provisionswith respect to the procedure as the board deems necessary or desirable.  Upon receipt by the corporation of acertificate complying with the procedure established by the board of directors,the persons specified in the certification shall be deemed, for the purpose orpurposes set forth in the certification, to be the registered holders of thenumber of shares specified in place of the shareholder making thecertification.

**Section 8.         Quorumand Manner of Acting.**  A majority of the votes entitled to be caston a matter by a voting group shall constitute a quorum of that voting groupfor action on the matter.  If less than amajority of such votes are represented at a meeting, a majority of the votes sorepresented may adjourn the meeting from time to time without further notice,for a period not to exceed 120 days for any one adjournment.  If a quorum is present at such adjournedmeeting, any business may be transacted which might have been transacted at themeeting as originally noticed.  Theshareholders present at a duly organized meeting may continue to transactbusiness until adjournment, notwithstanding the withdrawal of enoughshareholders to leave less than a quorum, unless the meeting is adjourned and anew record date is set for the adjourned meeting.

If a quorum exists, action on a matter other than the election ofdirectors by a voting group is approved if the votes cast within the votinggroup favoring the action exceed the votes cast within the voting group opposingthe action, unless the vote of a greater number or voting by classes isrequired by law or the articles of incorporation.

**Section 9.         Proxies.**  Atall meetings of shareholders, a shareholder may vote by proxy by signing anappointment form or similar writing, either personally or by his dulyauthorized attorney-in-fact.  Ashareholder may also appoint a proxy by transmitting or authorizing thetransmission of a telegram, teletype, or other electronic transmission providinga written statement of the appointment to the proxy, a proxy solicitor, proxysupport service organization, or other person duly authorized by the proxy toreceive appointments as agent for the proxy, or to the corporation.  The transmitted appointment shall set forthor be transmitted with written evidence from which it can be determined thatthe shareholder transmitted or authorized the transmission of theappointment.  The proxy appointment formor similar writing shall be filed with the secretary of the corporation beforeor at the time of the meeting.  Theappointment of a proxy is effective when received by the corporation and isvalid for eleven months unless a different period is expressly provided in theappointment form or similar writing.

Any complete copy, including an electronically transmitted facsimile,of an appointment of a proxy may be substituted for or used in lieu of theoriginal appointment for any purpose for which the original appointment couldbe used.

Revocation of a proxy does not affect the right of the corporation toaccept the proxy’s authority unless (i) the corporation had notice that theappointment was coupled with an interest and notice that such interest isextinguished is received by the secretary or other officer or agent authorizedto tabulate votes before the proxy 

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exercises his authority under the appointment, or (ii) other notice ofthe revocation of the appointment is received by the secretary or other officeror agent authorized to tabulate votes before the proxy exercises his authorityunder the appointment.  Other notice ofrevocation may, in the discretion of the corporation, be deemed to include theappearance at a shareholders’ meeting of the shareholder who granted the proxyand his voting in person on any matter subject to a vote at such meeting.

The death or incapacity of the shareholder appointing a proxy does notaffect the right of the corporation to accept the proxy’s authority unlessnotice of the death or incapacity is received by the secretary or other officeror agent authorized to tabulate votes before the proxy exercises his authorityunder the appointment.

The corporation shall not be required to recognize an appointment madeirrevocable if it has received a writing revoking the appointment signed by theshareholder (including a shareholder who is a successor to the shareholder whogranted the proxy) either personally or by his attorney-in-fact,notwithstanding that the revocation may be a breach of an obligation of theshareholder to another person not to revoke the appointment.

Subject to Section 11 and any express limitation on the proxy’sauthority appearing on the appointment form, the corporation is entitled toaccept the proxy’s vote or other action as that of the shareholder making theappointment.

**Section 10.       VotingShares.**  Each outstanding share, regardless of class,shall be entitled to one vote, except in the election of directors, and eachfractional share shall be entitled to a corresponding fractional vote on eachmatter submitted to a vote at a meeting of shareholders, except to the extentthat the voting rights of the shares of any class or classes are limited ordenied by the articles of incorporation as permitted by the Colorado BusinessCorporation Act.  Cumulative voting shallnot be permitted in the election of directors or for any other purpose.  Each record holder of stock shall be entitledto vote in the election of directors and shall have as many votes for each ofthe shares owned by him as there are directors to be elected and for whoseelection he has the right to vote.

At each election of directors, that number of candidates equaling thenumber of directors to be elected, having the highest number of votes cast infavor of their election, shall be elected to the board of directors.

Except as otherwise ordered by a court of competent jurisdiction upon afinding that the purpose of this Section would not be violated in thecircumstances presented to the court, the shares of the corporation are notentitled to be voted if they are owned, directly or indirectly, by a secondcorporation, domestic or foreign, and the first corporation owns, directly orindirectly, a majority of the shares entitled to vote for directors of thesecond corporation except to the extent the second corporation holds the sharesin a fiduciary capacity.

Redeemable shares are not entitled to be voted after notice ofredemption is mailed to the holders and a sum sufficient to redeem the shareshas been deposited with a bank, trust company or other financial institutionunder an irrevocable obligation to pay the holders the redemption price onsurrender of the shares.

**Section 11.       Corporation’sAcceptance of Votes.**  If the name signed on a vote, consent,waiver, proxy appointment, or proxy appointment revocation corresponds to thename of a shareholder, the corporation, if acting in good faith, is entitled toaccept the vote, consent, waiver, proxy appointment or proxy appointmentrevocation and give it effect as the act of the shareholder.  If the name signed on a vote, consent,waiver, proxy appointment or proxy appointment revocation does not correspondto the name of a shareholder, 

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the corporation, if acting in good faith, is nevertheless entitled toaccept the vote, consent, waiver, proxy appointment or proxy appointmentrevocation and to give it effect as the act of the shareholder if:

(i)            the shareholder isan entity and the name signed purports to be that of an officer or agent of theentity;

(ii)           the name signedpurports to be that of an administrator, executor, guardian or conservatorrepresenting the shareholder and, if the corporation requests, evidence offiduciary status acceptable to the corporation has been presented with respectto the vote, consent, waiver, proxy appointment or proxy appointmentrevocation;

(iii)          the name signedpurports to be that of a receiver or trustee in bankruptcy of the shareholderand, if the corporation requests, evidence of this status acceptable to thecorporation has been presented with respect to the vote, consent, waiver, proxyappointment or proxy appointment revocation;

(iv)          the name signedpurports to be that of a pledgee, beneficial owner or attorney-in-fact of theshareholder and, if the corporation requests, evidence acceptable to thecorporation of the signatory’s authority to sign for the shareholder has beenpresented with respect to the vote, consent, waiver, proxy appointment or proxyappointment revocation;

(v)           two or more personsare the shareholder as co-tenants or fiduciaries and the name signed purportsto be the name of at least one of the co-tenants or fiduciaries, and the personsigning appears to be acting on behalf of all the co-tenants or fiduciaries; or

(vi)          the acceptance ofthe vote, consent, waiver, proxy appointment or proxy appointment revocation isotherwise proper under rules established by the corporation that are notinconsistent with this Section 11.

The corporation is entitled to reject a vote, consent, waiver, proxyappointment or proxy appointment revocation if the secretary or other officeror agent authorized to tabulate votes, acting in good faith, has reasonablebasis for doubt about the validity of the signature on it or about thesignatory’s authority to sign for the shareholder.

Neither the corporation nor its officers nor any agent who accepts orrejects a vote, consent, waiver, proxy appointment or proxy appointmentrevocation in good faith and in accordance with the standards of this Sectionis liable in damages for the consequences of the acceptance or rejection.

**Section 12.       InformalAction by Shareholders.**  Any action required or permitted to betaken at a meeting of the shareholders may be taken without a meeting if awritten consent (or counterparts thereof) that sets forth the action so takenis signed by all of the shareholders entitled to vote with respect to thesubject matter thereof and received by the corporation.  Such consent shall have the same force andeffect as a unanimous vote of the shareholders and may be stated as such in anydocument.  Action taken under thisSection 12 is effective as of the date the last writing necessary to effect theaction is received by the corporation, unless all of the writings specify adifferent effective date, in which case such specified date shall be theeffective date for such action.  If anyshareholder revokes his consent as provided for herein prior to what wouldotherwise be the effective date, the action proposed in the consent shall beinvalid.  The record date for determiningshareholders entitled to take action without a meeting is the date the corporationfirst receives a writing upon which the action is taken.

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Any shareholder who has signed a writing describing and consenting toaction taken pursuant to this Section 12 may revoke such consent by a writingsigned by the shareholder describing the action and stating that theshareholder’s prior consent thereto is revoked, if such writing is received bythe corporation before the effectiveness of the action.

**Section 13.       Meetingsby Telecommunication.**  Any or all of the shareholders mayparticipate in an annual or special shareholders’ meeting by, or the meetingmay be conducted through the use of, any means of communication by which allpersons participating in the meeting may hear each other during themeeting.  A shareholder participating ina meeting by this means is deemed to be present in person at the meeting.

**ARTICLE III**

**Board of Directors**

**Section 1.         GeneralPowers.**  All corporate powers shall be exercised by orunder the authority of, and the business and affairs of the corporation shallbe managed under the direction of its board of directors, except as otherwiseprovided in the Colorado Business Corporation Act or the articles ofincorporation.

**Section 2.         Number,Qualifications and Tenure.**  The number of directors of thecorporation shall be fixed from time to time by the board of directors, withina range of no less than three nor more than twelve.  If the number of directors is fixed at sevenor more directors by the Board of Directors, the director’s terms of officeshall be staggered as provided in this corporation’s articles of incorporation.

Directors shall be elected at each annual meeting of shareholders or ata special meeting called for that purpose. Each director shall hold office until the next annual meeting ofshareholders following his election and thereafter until his successor shallhave been elected and qualified. Directors shall be removed in the manner provided by the ColoradoBusiness Corporation Act.

There shall be a Chairman of the Board who shall be elected from andamong the members of the Board of Directors and shall not be an employee or anofficer of the Corporation and shall have no operational or management powersof duties other than those specifically prescribed from time to time by theBoard of Directors.  The Chairman of theBoard shall preside at all meetings of the Board of Directors and shareholders.

3.             **Vacancies.** Any director may resign at any time by giving written notice to thecorporation.  Such resignation shall takeeffect at the time the notice is received by the corporation unless the noticespecifies a later effective date.  Unlessotherwise specified in the notice of resignation, the corporation’s acceptanceof such resignation shall not be necessary to make it effective.  Any vacancy on the board of directors may befilled by the affirmative vote of a majority of the shareholders or the boardof directors.  If the directors remainingin office constitute fewer than a quorum of the board, the directors may fillthe vacancy by the affirmative vote of a majority of all directors remaining inoffice.  If elected by the directors, thedirector shall hold office until the next annual shareholders’ meeting at whichdirectors are elected.  If elected by theshareholders, the director shall hold office for the unexpired term of hispredecessor in office; except that, if the director’s predecessor was electedby the directors to fill a vacancy, the director elected by the shareholdersshall hold office for the unexpired term of the last predecessor elected by theshareholders.

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**Section 4.         RegularMeetings.**  A regular annual meeting of the board ofdirectors shall be held without notice immediately after and at the same placeas the annual meeting of shareholders. The board of directors may determine the time and place, either withinor outside Colorado, for the holding of additional regular meetings withoutother notice.

**Section 5.         SpecialMeetings.**  Special meetings of the board of directorsmay be called by or at the request of the chief executive officer or any twodirectors.  The person or personsauthorized to call special meetings of the board of directors may fix anyplace, either within or outside Colorado, as the place for holding any specialmeeting of the board of directors called by them, provided that no meetingshall be called outside the State of Colorado unless a majority of the board ofdirectors has so authorized.

**Section 6.         Notice.** Notice of any special meeting shall be given at least two days prior tothe meeting by written notice mailed to each director at his business address,or at least one day by notice transmitted by telegraph, telex, electronicallytransmitted facsimile or other form of wire or wireless communication orpersonally delivered.  If mailed, suchnotice shall be deemed to be given on the earlier of (i) the date such noticeis deposited in the United States mail, properly addressed, with postageprepaid, or (ii) the date shown on the return receipt, if mailed by registeredor certified mail return receipt requested. If notice is given by telex, electronically transmitted facsimile orother similar form of wire or wireless communication, such notice shall bedeemed to be given and to be effective when sent, and with respect to atelegram, such notice shall be deemed to be given and to be effective when thetelegram is delivered to the telegraph company. If a director has designated in writing one or more reasonable addressesor facsimile numbers for delivery of notice to him, notice sent by mail,telegraph, telex, electronically transmitted facsimile or other form of wire orwireless communication shall not be deemed to have been given or to beeffective unless sent to such addresses or facsimile numbers, as the case maybe.

A director may waive notice of a meeting before or after the time anddate of the meeting by a writing signed by such director.  Such waiver shall be delivered to thecorporation for filing with the corporate records.  Further, a director’s attendance at orparticipation in a meeting waives any required notice to him of the meetingunless at the beginning of the meeting, or promptly upon his later arrival, thedirector objects to holding the meeting or transacting business at the meetingbecause of lack of notice or defective notice and does not thereafter vote foror assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, anyregular or special meeting of the board of directors need be specified in thenotice or waiver of notice of such meeting.

**Section 7.         Quorum.**  Amajority of the number of directors fixed by the board of directors pursuant toSection 2 or, if no number is fixed, a majority of the number in officeimmediately before the meeting begins, shall constitute a quorum for thetransaction of business at any meeting of the board of directors.

If less than such a majority is present at a meeting, a majority of thedirectors present may adjourn the meeting from time to time without furthernotice, for a period not to exceed sixty days at any one adjournment.

**Section 8.         Mannerof Acting.**  If a quorum is present when a vote is taken,the affirmative vote of a majority of the directors present shall be the act ofthe board of directors, unless the vote of a greater number is required by law,by the articles of incorporation or by these bylaws.

**Section 9.         Compensation.**  Byresolution of the board of directors, any director may be paid any one or moreof the following: his expenses, if any, of attendance at meetings, a fixed sumfor attendance at 

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each meeting, a stated salary as director, or such other compensationas the corporation and the director may reasonably agree upon.  No such payment shall preclude any directorfrom serving the corporation in any other capacity and receiving compensationtherefor.

**Section 10.       Presumptionof Assent.**  A director of the corporation who is presentat a meeting of the board of directors or committee of the board at whichaction on any corporate matter is taken shall be presumed to have assented tothe action taken unless (i) the director objects at the beginning of themeeting, or promptly upon his arrival, to the holding of the meeting or thetransaction of business at the meeting and does not thereafter vote for orassent to any action taken at the meeting, (ii) the director contemporaneouslyrequests that his dissent or abstention as to any specific action taken beentered in the minutes of the meeting, or (iii) the director causes writtennotice of his dissent or abstention as to any specific action to be received bythe presiding officer of the meeting before its adjournment or by thecorporation promptly after the adjournment of the meeting.  A director may dissent to a specific actionat a meeting, while assenting to others. The right to dissent to a specific action taken at a meeting of theboard of directors or a committee of the board shall not be available to adirector who voted in favor of such action.

**Section 11.       Committee.**  Byresolution adopted by a majority of all the directors in office when the actionis taken, the board of directors may designate from among its members anexecutive committee and one or more other committees, and appoint one or moremembers of the board of directors to serve on them. To the extent provided inthe resolution, each committee shall have all the authority of the board ofdirectors, except that no such committee shall have all the authority to (i)authorize distributions, (ii) approve or propose to shareholders actions orproposals required by the Colorado Business Corporation Act to be approved byshareholders, (iii) fill vacancies on the board of directors or any committeethereof, (iv) amend articles of incorporation, (v) adopt, amend or repeal thebylaws, (vi) approve a plan of merger not requiring shareholder approval, (vii)authorize or approve the reacquisition of shares unless pursuant to a formulaor method prescribed by the board of directors, or (viii) authorize or approvethe issuance or sale of shares, or contract for the sale of shares or determinethe designations and relative rights, preferences and limitations of a class orseries of shares, except that the board of directors may authorize a committeeor officer to do so within limits specifically prescribed by the board ofdirectors.  The committee shall then havefull power within the limits set by the board of directors to adopt any finalresolution setting forth all preferences, limitation and relative rights ofsuch class or series and to authorize an amendment of the articles ofincorporation stating the preferences, limitation and relative rights of aclass or series for filing with the Secretary of State under the ColoradoBusiness Corporation Act.

The board of directors may establish other committees composed ofdirectors, employees and others as long as they exercise only powers which arenot required to be exercised by the board of directors.

Sections 4, 5, 6, 7, 8 and 12 of this Article III, which governmeetings, notice, waiver of notice, quorum, voting requirements and actionwithout a meeting of the board of directors, shall apply to committees andtheir members appointed under this Section 11.

Neither designation of any such committee, the delegation of authorityto such committee, nor any action by such committee pursuant to its authorityshall alone constitute compliance by any member of the board of directors or amember of the committee in question with his responsibility to conform to thestandard of care set forth in Article III, Section 14 of these bylaws.

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**Section 12.       InformalAction by Directors.**  Any action required or permitted to be takenat a meeting of the directors or any committee designated by the board ofdirectors may be taken without a meeting if a written consent (or counterpartsthereof) that sets forth the action so taken is signed by all of the directorsentitled to vote with respect to the action taken.  Such consent shall have the same force andeffect as a unanimous vote of the directors or committee members and may bestated as such in any document.  Unlessthe consent specifies a different effective date, action taken under thisSection 12 is effective at the time the last director signs a writingdescribing the action taken, unless, before such time, any director has revokedhis consent by a writing signed by the director and received by the chiefexecutive officer or the secretary of the corporation.

**Section 13.       TelephonicMeetings.**  The board of directors may permit anydirectors (or any member of a committee designated by the board) to participatein a regular or special meeting of the board of directors or a committeethereof through the use of any means of communication by which all directorsparticipating in the meeting can hear each other during the meeting.  A director participating in a meeting in thismanner is deemed to be present in person at the meeting.

**Section 14.       Standardof Care.**  A director shall perform his duties as adirector, including without limitation his duties as a member of any committeeof the board, in good faith, in a manner he reasonably believes to be in thebest interests of the corporation, and with the care an ordinarily prudentperson in a like position would exercise under similar circumstances.  In performing his duties, a director shall beentitled to rely on information, opinions, reports or statements, includingfinancial statements and other financial data, in each case prepared orpresented by the persons herein designated. However, he shall not be considered to be acting in good faith if he hasknowledge concerning the matter in question that would cause such reliance tobe unwarranted.  A director shall not beliable to the corporation or its shareholders for any action he takes or omitsto take as a director if, in connection with such action or omission, he performshis duties in compliance with this Section 14.

The designated persons on whom a director is entitled to rely are (i)one or more officers or employees of the corporation whom the directorreasonably believes to be reliable and competent in the matter presented, (ii)legal counsel, public accountant, or other person as to matters which thedirector reasonably believes to be within such person’s professional or expertcompetence, or (iii) a committee of the board of directors on which thedirector does not serve if the director reasonably believes the committeemerits confidence.

**ARTICLE IV**

**Officers and Agents**

**Section 1.         General.**  Theofficers of the corporation shall be a chief executive officer, a president, asecretary and a treasurer, each of whom shall be a natural person eighteenyears of age or older.  The board ofdirectors or an officer or officers authorized by the board may appoint suchother officers, assistant officers, committees and agents, assistantsecretaries and assistant treasurers, as they may consider necessary.  The board of directors or the officer orofficers authorized by the board shall from time to time determine theprocedure for the appointment of officers, their term of office, theirauthority and duties and their compensation. One person may hold more than one office.  In all cases where the duties of any officer,agent or employee are not prescribed by the bylaws or by the board ofdirectors, such officer, agent or employee shall follow the orders andinstructions of the president of the corporation.

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**Section 2.         Appointmentand Term of Office.**  The officers of the corporation shall beappointed by the board of directors at each annual meeting of the board heldafter each annual meeting of shareholders. If the appointment of officers is not made at such meeting or if anofficer or officers are to be appointed by another officer or officers of thecorporation, such appointments shall be made as soon thereafter as convenientlymay be.  Each officer shall hold officeuntil the first of the following occurs: his successor shall have been dulyappointed and qualified, his death, his resignation, or his removal in themanner provided in Section 3.

**Section 3.         Resignationand Removal.**  An officer may resign at any time by givingwritten notice of resignation to the corporation.  The resignation is effective when the noticeis received by the corporation unless the notice specifies a later effectivedate; and unless otherwise specified therein, the acceptance of suchresignation shall not be necessary to make it effective.

The President, Secretary and Treasurer may be removed at any time withor without cause by a majority vote of the whole board of directors at aspecial meeting of the board of directors called for this purpose.  Any other officer or agent may be removed at anytime with or without cause by a majority vote of the directors present at ameeting of the board of directors or by an officer upon whom such power ofremoval may be conferred by the board of directors.  Such removal does not affect the contractrights, if any, of the corporation or of the person so removed.  The appointment of an officer or agent shallnot in itself create contract rights.

**Section 4.         Vacancies.**  Avacancy in any office, however occurring, may be filled by the board ofdirectors, or by the officer or officers authorized by the board, for theunexpired portion of the officer’s term. If an officer resigns and his resignation is made effective at a laterdate, the board of directors, or officer or officers authorized by the board,may permit the officer to remain in office until the effective date and mayfill the pending vacancy before the effective date if the board of directors orofficer or officers authorized by the board provide that the successor shallnot take office until the effective date. In the alternative, the board of directors, or officer or officersauthorized by the board of directors, may remove the officer at any time beforethe effective date and may fill the resulting vacancy.

**Section 5.         President.**  ThePresident in the absence of the Chairman of the Board of Directors shallpreside at all meetings of the board of directors and the shareholders.  Unless otherwise directed by the board ofdirectors, the President shall attend in person or by substitute appointed byhim, or shall execute on behalf of the corporation written instrumentsappointing a proxy or proxies to represent the corporation at all meetings ofthe stockholders of any other corporation in which the corporation holds anystock.  On behalf of the corporation, thechairman may in person or by substitute or by proxy execute written waivers ofnotice and consents with respect to any such meetings.  At all such meetings and otherwise, thePresident in person or by substitute or proxy may vote the stock held by thecorporation, execute written consents and other instruments with respect tosuch stock, and exercise any and all rights and powers incident to theownership of said stock, subject to the instructions, if any, of the board ofdirectors. The president shall have custody of the treasurer’s bond, if any.

**Section 6.         ChiefExecutive Officer/Operating Officer.**  The president, or avice-president may be designated and named the chief executive officer of thecorporation and/or the chief operating officer. Subject to the direction and supervision of the board of directors, theresponsibility of having general charge of the business, affairs, and propertyof the corporation and control over its officers, agents and employees and theresponsibility for general and active management of the corporation and theresponsibility for seeing that all 

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orders and resolutions of the board of directors are carried intoeffect may be divided by the board of directors between the chief executiveofficer and the chief operating officer in such manner as the board ofdirectors may choose to establish.  Inthe absence of such division, the chief operating officer is to be responsibleof day-to-day management and for non-management employees, while the chiefexecutive officer is to be responsible for all else.  In the absence of, or the failure todesignate a chief operating officer, the chief executive officer shall act aschief operating officer unless otherwise directed by the board of directors.

**Section 7.         VicePresidents.**  The vice presidents shall perform such dutiesas may be assigned to them by the board of directors, the chief executiveofficer or the chief operating officer. In the absence of the president, the chief executive officer and thechief operating officer, the vice president, if any (or, if more than one, thevice presidents in the order designated by the board of directors, or if theboard makes no such designation, the vice president designated by the chiefexecutive officer, or if neither the board nor the chief executive officermakes any such designation, the senior vice president as determined by firstelection to that office), shall have the powers and perform the duties of thechief executive officer and president.

**Section 8.         Secretary.**  Thesecretary shall (i) prepare and maintain as permanent records the minutes ofthe proceedings of the shareholders and the board of directors, a record of allactions taken by the shareholders or board of directors without a meeting, arecord of all actions taken by a committee of the board of directors in placeof the board of directors on behalf of the corporation, and a record of allwaivers of notice of meetings of shareholders and of the board of directors orany committee thereof, (ii) see that all notices are duly given in accordancewith the provisions of these bylaws and as required by law, (iii) serve ascustodian of the corporate records and of the seal of the corporation and affixthe seal to all documents when authorized by the board of directors, (iv) keepat the corporation’s registered office or principal place of business a recordcontaining the names and addresses of all shareholders in a form that permitspreparation of a list of shareholders arranged by voting group and by class orseries of shares within each voting group, that is alphabetical within eachclass or series and that shows the address of, and the number of shares of eachclass or series held by, each shareholder, unless such a record shall be keptat the office of the corporation’s transfer agent or registrar, (v) maintain atthe corporation’s principal office the originals or copies of the corporation’sarticles of incorporation, bylaws, minutes of all shareholders’ meetings andrecords of all action taken by shareholders without a meeting for the pastthree years, all written communications within the past three years toshareholders as a group or the holders of any class or series of shares as agroup, a list of the names and business addresses of the current directors andofficers, a copy of the corporation’s most recent corporate report filed withthe Secretary of State and financial statements showing in reasonable detailthe corporation’s assets and liabilities and results of operations for the lastthree years, (vi) have general charge of the stock transfer books of thecorporation, unless the corporation has a transfer agent, (vii) authenticaterecords of the corporation, and (viii) in general, perform all duties incidentto the office of secretary and such other duties as from time to time may beassigned to him by the president or by the board of directors.  Assistant secretaries, if any, shall have thesame duties and powers, subject to supervision by the secretary.  The directors and/or shareholders may howeverrespectively designate a person other than the secretary or assistant secretaryto keep the minutes of their respective meetings.

Any books, records, or minutes of the corporation may be in writtenform or in any form capable of being converted into written form within areasonable time.

**Section 9.         Treasurer.**  Thetreasurer shall be the chief financial officer of the corporation, shall havethe care and custody of all funds, securities, evidences of indebtedness andother personal property of the corporation and shall deposit the same inaccordance with the instructions of the board of directors.  He shall 

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receive and give receipts and acquittances for money paid in on accountof the corporation, and shall pay out of the corporation’s funds on hand allbills, payrolls and other just debts of the corporation of whatever nature uponmaturity.  He shall perform all otherduties incident to the office of the treasurer and, upon request of the board,shall make such reports to it as may be required at any time.  He shall, if required by the board, give thecorporation a bond in such sums and with such sureties as shall be satisfactoryto the board, conditioned upon the faithful performance of his duties and forthe restoration to the corporation of all books, papers, vouchers, money andother property of whatever kind in his possession or under his controlbelonging to the corporation.  He shallhave such other powers and perform such other duties as may from time to timebe prescribed by the board of directors or the president.  The assistant treasurers, if any, shall havethe same powers and duties, subject to the supervision of the treasurer.

The treasurer shall also be the principal accounting officer of thecorporation.  He shall prescribe andmaintain the methods and systems of accounting to be followed, keep completebooks and records of account as required by the Colorado Business CorporationAct, prepare and file all local, state and federal tax returns, prescribe andmaintain an adequate system of internal audit and prepare and furnish to thepresident and the board of directors statements of account showing thefinancial position of the corporation and the results of its operations.

**ARTICLE V**

**Stock**

**Section 1.         Certificates.**  Theboard of directors shall be authorized to issue any of its classes of shareswith or without certificates.  The factthat the shares are not represented by certificates shall have no effect on therights and obligations of shareholders. If the shares are represented by certificates, such shares shall be representedby consecutively numbered certificates signed, either manually or by facsimile,in the name of the corporation by one or more persons designated by the boardof directors.  In case any officer whohas signed or whose facsimile signature has been placed upon such certificateshall have ceased to be such officer before such certificate is issued, suchcertificate may nonetheless be issued by the corporation with the same effectas if he were such officer at the date of its issue.  Certificates of stock shall be in such formand shall contain such information consistent with law as shall be prescribedby the board of directors.  If shares arenot represented by certificates, within a reasonable time following the issueor transfer of such shares, the corporation shall send the shareholder acomplete written statement of all of the information required to be provided toholders of uncertificated shares by the Colorado Business Corporation Act.

**Section 2.         Considerationfor Shares.**  Certificated or uncertificated shares shallnot be issued until the shares represented thereby are fully paid.  The board of directors may authorize theissuance of shares for consideration consisting of any tangible or intangibleproperty or benefit to the corporation, including cash, promissory notes,services performed or other securities of the corporation.  Future services shall not constitute paymentor partial payment for shares of the corporation.  The promissory note of a subscriber or anaffiliate of a subscriber shall not constitute payment or partial payment forshares of the corporation unless the note is negotiable and is secured bycollateral, other than the shares being purchased, having a fair market valueof at least equal to the principal amount of the note.  For purposes of this Section 2, “promissorynote” means a negotiable instrument on which there is an obligation to payindependent of collateral and does not include a non-recourse note.

**Section 3.         LostCertificates.**  In case of the alleged loss, destruction ormutilation of a certificate of stock, the board of directors may direct theissuance of a new certificate in lieu thereof upon such terms and 

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conditions in conformity with law as the board may prescribe.  The board of directors may in its discretionrequire an affidavit of lost certificate and/or bond in such form and amountand with such surety as it may determine before issuing a new certificate.

**Section 4.         Transferof Shares.**  Upon surrender to the corporation or to atransfer agent of the corporation of a certificate of stock duly endorsed oraccompanied by proper evidence of succession, assignment or authority totransfer, and receipt of such documentary stamps as may be required by law andevidence of compliance with all applicable securities laws and otherrestrictions, the corporation shall issue a new certificate to the personentitled thereto, and cancel the old certificate.  Every such transfer of stock shall be enteredon the stock books of the corporation which shall be kept at its principaloffice or by the person and the place designated by the board of directors.

Except as otherwise expressly provided in Article II, Sections 7 and11, and except for the assertion of dissenters’ rights to the extent providedin Article 113 of the Colorado Business Corporation Act, the corporation shallbe entitled to treat the registered holder of any shares of the corporation asthe owner thereof for all purposes, and the corporation shall not be bound torecognize any equitable or other claim to, or interest in, such shares orrights deriving from such shares on the part of any person other than theregistered holder, including without limitation any purchaser, assignee ortransferee of such shares or rights deriving from such shares, unless and untilsuch other person becomes the registered holder of such shares, whether or notthe corporation shall have either actual or constructive notice of the claimedinterest of such other person.

**Section 5.         TransferAgent, Registrars and Paying Agents.**  The board may at its discretionappoint one or more transfer agents, registrars and agents for making paymentupon any class of stock, bond, debenture or other security of thecorporation.  Such agents and registrarsmay be located either within or outside Colorado.  They shall have such rights and duties andshall be entitled to such compensation as may be agreed.

**ARTICLE VI**

**Indemnification of Certain Persons**

**Section 1.         Indemnification.**  Forpurposes of this Article VI, a “Proper Person” means any person who was or is aparty or is threatened to be made a party to any threatened, pending, orcompleted action, suit or proceeding, whether civil, criminal, administrativeor investigative, and whether formal or informal, by reason of the fact that heis or was a director, officer, employee, fiduciary or agent of the corporation,or is or was serving at the request of the corporation as a director, officer,partner, trustee, employee, fiduciary or agent of any foreign or domesticprofit or nonprofit corporation or of any partnership, joint venture, trust,profit or nonprofit unincorporated association, limited liability company, orother enterprise or employee benefit plan. The corporation shall indemnify any Proper Person against reasonablyincurred expenses (including attorneys’ fees), judgments, penalties, fines(including any excise tax assessed with respect to an employee benefit plan)and amounts paid in settlement reasonably incurred by him in connection withsuch action, suit or proceeding if it is determined by the groups set forth inSection 4 of this Article that he conducted himself in good faith and that hereasonably believed (i) in the case of conduct in his official capacity withthe corporation, that his conduct was in the corporation’s best interests, or(ii) in all other cases (except criminal cases), that his conduct was at leastnot opposed to the corporation’s best interests, or (iii) in the case of anycriminal proceeding, that he had no reasonable cause to believe his conduct wasunlawful.  A Proper Person will be deemedto be acting 

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in his official capacity while acting as a director, officer, employeeor agent on behalf of this corporation and not while acting on this corporation’sbehalf for some other entity.

No indemnification shall be made under this Article VI to a ProperPerson with respect to any claim, issue or matter in connection with aproceeding by or in the right of a corporation in which the Proper Person wasadjudged liable to the corporation or in connection with any proceeding chargingthat the Proper Person derived an improper personal benefit, whether or notinvolving action in an official capacity, in which he was adjudged liable onthe basis that he derived an improper personal benefit.  Further, indemnification under this Section inconnection with a proceeding brought by or in the right of the corporationshall be limited to reasonable expenses, including attorneys’ fees, incurred inconnection with the proceeding.

**Section 2.         Rightto Indemnification.**  The corporation shall indemnify any ProperPerson who was wholly successful, on the merits or otherwise, in defense of anyaction, suit, or proceeding as to which he was entitled to indemnificationunder Section 1 of this Article VI against expenses (including attorneys’ fees)reasonably incurred by him in connection with the proceeding without thenecessity of any action by the corporation other than the determination in goodfaith that the defense has been wholly successful.

**Section 3.         Effectof Termination of Action.**  The termination of any action,suit or proceeding by judgment, order, settlement or conviction, or upon a pleaof *nolo contendere* or itsequivalent shall not of itself create a presumption that the person seekingindemnification did not meet the standards of conduct described in Section 1 ofthis Article VI.  Entry of judgment byconsent as part of a settlement shall not be deemed an adjudication ofliability, as described in Section 2 of this Article VI.

**Section 4.         GroupsAuthorized to Make Indemnification Determination.** Except where there is a right to indemnification as set forth in Section1 or 2 of this Article or where indemnification is ordered by a court inSection 5, any indemnification shall be made by the corporation only asauthorized in the specific case upon a determination by a proper group thatindemnification of the Proper Person is permissible under the circumstancesbecause he has met the applicable standards of conduct set forth in Section 1of this Article.  This determinationshall be made by the board of directors by a majority vote of those present ata meeting at which a quorum is present, which quorum shall consist of directorsnot parties to the proceeding (“Quorum”). If a Quorum cannot be obtained, the determination shall be made by amajority vote of a committee of the board of directors not parties to theproceeding, except that directors who are parties to the proceeding mayparticipate in the designation of directors for the committee.  If a Quorum of the board of directors cannotbe obtained and the committee cannot be established, or even if a Quorum isobtained or the committee is designated and a majority of the directorsconstituting such Quorum or committee so directs, the determination shall bemade by (i) independent legal counsel selected by a vote of the board ofdirectors or the committee in the manner specified in this Section 4, or, if aQuorum of the full board of directors cannot be obtained and a committee cannotbe established, by independent legal counsel selected by a majority vote of thefull board (including directors who are parties to the action) or (ii) a voteof the shareholders.

**Section 5.         Court-OrderedIndemnification.**  Any Proper Person may apply forindemnification to the court conducting the proceeding or to another court ofcompetent jurisdiction for mandatory indemnification under Section 2 of thisArticle, including indemnification for reasonable expenses incurred to obtaincourt-ordered indemnification.  If thecourt determines that such Proper Person is fairly and reasonably entitled toindemnification in view of all the relevant circumstances, whether or not hemet the standards of conduct set forth in Section 1 of this Article or wasadjudged liable in the proceeding, the court may order such indemnification asthe court deems proper except that if the Proper Person has been adjudgedliable, 

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indemnification shall be limited to reasonable expenses incurred inconnection with the proceeding and reasonable expenses incurred to obtaincourt-ordered indemnification.

**Section 6.         Advanceof Expenses.**  Reasonable expenses (including attorneys’fees) incurred in defending an action, suit or proceeding as described inSection 1 may be paid by the corporation to any Proper Person in advance of thefinal disposition of such action, suit or proceeding upon receipt of (i) awritten affirmation of such Proper Person’s good faith belief that he has metthe standards of conduct prescribed by Section 1 of this Article VI, (ii) awritten undertaking, executed personally or on the Proper Person’s behalf, torepay such advances if it is ultimately determined that he did not meet theprescribed standards of conduct (the undertaking shall be an unlimited generalobligation of the Proper Person but need not be secured and may be acceptedwithout reference to financial ability to make repayment), and (iii) adetermination is made by the proper group (as described in Section 4 of thisArticle VI) that the facts as then known to the group would not precludeindemnification.  Determination andauthorization of payments shall be made in the same manner specified in Section4 of this Article VI.

**ARTICLE VII**

**Provision of Insurance**

By action of the board of directors, notwithstanding any interest ofthe directors in the action, the corporation may purchase and maintaininsurance, in such scope and amounts as the board of directors deemsappropriate, on behalf of any person who is or was a director, officer,employee, fiduciary or agent of the corporation, or who, while a director,officer, employee, fiduciary or agent of the corporation, is or was serving atthe request of the corporation as a director, officer, partner, trustee,employee, fiduciary or agent of any other foreign or domestic corporation or ofany partnership, joint venture, trust, profit or nonprofit unincorporatedassociation, limited liability company or other enterprise or employee benefitplan, against any liability asserted against, or incurred by, him in thatcapacity or arising out of his status as such, whether or not the corporationwould have the power to indemnify him against such liability under theprovisions of Article VI or applicable law. Any such insurance may be procured from any insurance company designatedby the board of directors of the corporation, whether such insurance company isformed under the laws of Colorado or any other jurisdiction of the UnitedStates or elsewhere, including any insurance company in which the corporationhas an equity interest or any other interest, through stock ownership orotherwise.

**ARTICLE VIII**

**Miscellaneous**

**Section 1.         Seal.**  Thecorporate seal of the corporation shall be circular in form and shall containthe name of the corporation and the words, “Seal, Colorado.”

**Section 2.         FiscalYear.**  The fiscal year of the corporation shall beas established by the board of directors. At the date of adoption of these bylaws, the fiscal year commences onJuly 1 of each calendar year and terminates June 30 of the following calendaryear.

**Section 3.         Amendments.**  Theboard of directors shall have power, to the maximum extent permitted by theColorado Business Corporation Act, to make, amend and repeal the bylaws of thecorporation at any regular or special meeting of the board unless theshareholders, in making, amending or repealing a 

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particular bylaw, expressly provide that the directors may not amend orrepeal such by law.  The shareholdersalso shall have the power to make, amend or repeal the bylaws of thecorporation at any annual meeting or at any special meeting called for thatpurpose.

**Section 4.         Gender.**  Themasculine gender is used in these bylaws as a matter of convenience only andshall be interpreted to include the feminine and neuter genders as thecircumstances indicate.

**Section 5.         Conflicts.**  Inthe event of any irreconcilable conflict between these bylaws and either thecorporation’s articles of incorporation or applicable law, the latter shallcontrol.

**Section 6.         Definitions.** Except as otherwise specifically provided in these bylaws, all termsused in these bylaws shall have the same definition as in the Colorado BusinessCorporation Act.
|   | /s/ Patrick W. Hurley |   |
|--------|-----------------------|--------|
|   | Corporate  Secretary  |
|   |                  |
|   |                  |
|   | February 21,  2007    |   |
|   | Date                  |
|        |                       |        |  |

 

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