**Exhibit 3.2**

 

**GAIAM, INC.**

 

**AMENDED AND RESTATED**

**BYLAWS**

***INCLUDING CHANGES THROUGH MARCH8, 2006***

 

**ARTICLE I**

 

**Offices and Agents**

 

**1.****             PrincipalOffice**. The principal office of the Corporation shall be located inBroomfield, Colorado, or elsewhere within or without the State of Colorado, asmay be subsequently designated by the Board of Directors. The Corporation mayhave other offices and places of business at such places within or without theState of Colorado as shall be determined by the directors or as the business ofthe Corporation may require from time to time.

 

**2.****             RegisteredOffice**. The registered office of the Corporation required by theColorado Business Corporation Act must be continually maintained in the Stateof Colorado, and it may be, but need not be, identical with the principaloffice, if located in the State of Colorado. The address of the registeredoffice of the Corporation may be changed from time to time as provided by theColorado Business Corporation Act.

 

**3.****             RegisteredAgent.**The Corporation shall maintain a registered agent in the Stateof Colorado as required by the Colorado Business Corporation Act. Suchregistered agent may be changed from time to time as provided by the ColoradoBusiness Corporation Act.

 

**ARTICLE II**

 

**Shareholders Meetings**

 

**1.****             AnnualMeetings.**The annual meeting of the shareholders shall be held for thepurpose of electing directors and transacting such other corporate business asmay come before the meeting. The date, time and place of the annual meetingshall be determined by resolution of the Board of Directors. If the election ofdirectors is not held as provided herein at any annual meeting of theshareholders, or at 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.

 

**2.****             SpecialMeetings**. Unless otherwise prescribed by the Colorado BusinessCorporation Act, special meetings of the shareholders of the Corporation may becalled at any time by the chairman of the Board of Directors, by the chiefexecutive officer, by the president, by resolution of the Board of Directors orupon receipt of one or more written demands for a meeting, stating the purposeor purposes for which it is to be held, signed and dated by the holders of atleast ten percent (10%) of all votes entitled to be cast on any issue proposedto be considered at the meeting. Notice of a special meeting shall include adescription of the purpose or purposes for which the meeting is called.

 

**3.****             Placeof Meeting**. The annual meeting of the shareholders of the Corporationmay be held at any place, either within or without the State of Colorado, asmay be designated by the Board of Directors. Except as limited by the followingsentence, the person or persons calling any special meeting of the shareholdersmay designate any place, within or without the State of Colorado, as the placefor the meeting. If no designation is made or if a special meeting shall becalled other than by the Board of Directors, the chairman of the Board ofDirectors, the chief executive officer or the president, the place of meetingshall be the principal office of the Corporation.

 

**4.****             Noticeof Meeting**. Except as otherwise provided in these Bylaws or by theColorado Business Corporation Act, notice stating the date, time and place ofthe meeting shall be given no fewer than ten (10) and

 

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no more than sixty (60) days before the date of the meeting, exceptthat if the number of authorized shares is to be increased, at least thirty(30) days’ notice shall be given. Notice shall be given personally or by mail,private carrier, telephone (if reasonable under the circumstances), telegraph,teletype, electronically transmitted facsimile or other form of wire orwireless communication by or at the direction of the chief executive officer,the president, the secretary, or the officer or other person calling themeeting to each shareholder of record entitled to vote at such meeting. Ifmailed and if in a comprehensible form, such notice shall be deemed to be givenand effective when deposited in the United States mail, addressed to theshareholder at his or her address as it appears in the Corporation’s currentrecord of shareholders, with postage prepaid. If notice is given other than bymail, and provided that the notice is in comprehensible form, the notice isgiven and effective on the date received by the shareholder. No notice need besent to any shareholder if three successive notices mailed to the last knownaddress of such shareholder have been returned as undeliverable until such timeas another address for such shareholder is made known to the Corporation bysuch shareholder.

 

When ameeting is adjourned to a different date, time or place, notice need not begiven of the new date, time or place if the new date, time or place isannounced at the meeting before adjournment. At the adjourned meeting, theCorporation may transact any business which might have been transacted at theoriginal meeting. If the adjournment is for more than 120 days, or if a newrecord date is fixed for the adjourned meeting, a new notice of the adjournedmeeting shall be given to each shareholder of record entitled to vote at themeeting as of the new record date.

 

**5.**             **Fixing of Record Date**. The Board ofDirectors of the Corporation may provide that the stock transfer books shall beclosed for a stated period, but not to exceed, in any case, fifty (50) days. Ifthe stock transfer books shall be closed for the purpose of determiningshareholders entitled to notice of or to vote at a meeting of shareholders suchbooks shall be closed for at least ten (10) days immediately preceding saidmeeting. The Board of Directors may fix in advance a date as the record datefor the purpose of determining shareholders entitled to notice of or to vote atany meeting of shareholders or any adjournment thereof, or shareholdersentitled to receive payment of any dividend or in order to make a determinationof shareholders for any other proper purpose, such date in any case to be notmore than seventy (70) days before the meeting or action requiring adetermination of shareholders. If no record date is fixed for the determinationof shareholders entitled to notice of or to vote at a meeting of shareholdersor shareholders entitled to receive payment of a dividend, the date on whichnotice of the meeting is mailed or the date on which the resolution of theBoard of Directors declaring such dividend is adopted, as the case may be,shall be the record date for such determination of shareholders. When adetermination of shareholders entitled to vote at any meeting of shareholdershas been made as provided in this Section such determination shall apply to anyadjournment thereof.

 

Notwithstandingthe foregoing, the record date for determining the shareholders entitled totake action without a meeting or entitled to be given notice of action so takenshall be the date a writing upon which the action is taken is first received bythe Corporation. The record date for determining shareholders entitled todemand a special meeting shall be the date of the earliest of the demandspursuant to which the meeting is called.

 

**6.****             ShareholdersList.**The officer or agent having charge of the stock transfer booksfor share of the Corporation shall make, at least ten (10) days before eachmeeting of shareholders, or two business days after notice of the meeting isgiven and continuing through the meeting and any adjournment thereof, acomplete list of the shareholders entitled to vote at such meeting (or anyadjournment thereof) arranged in alphabetical order by voting groups and withineach voting group by class or series, with the address of and the number ofshares held by each, which list shall be kept on file at the principal officeof the Corporation or at a place identified in the notice of the meeting in thecity where the meeting will be held. A shareholder, his agent or attorney shallbe entitled upon written demand to inspect and copy the list during regularbusiness hours, during the period it is available for inspection, provided, (i)the shareholder has been a shareholder for at least three (3) monthsimmediately preceding the demand or holds at least five percent (5%) of alloutstanding shares of any class of shares as 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 records the shareholderdesires to inspect, (iv) the records are directly connected with the describedpurpose and (v) the shareholder pays a reasonable charge covering the costs oflabor and material for such copies, not to exceed the cost of production andreproduction. Such list shall also be produced and kept open at the time andplace of the meeting and shall be subject to the inspection of any shareholderfor any purpose germane to the meeting during the whole time of the meeting. Theoriginal stock transfer books shall be prima facie evidence as to who are theshareholders entitled to examine such list or transfer books or to vote at anymeeting of shareholders.

 

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**7.****             Noticeof Business.**At any meeting of the shareholders of the Corporation,only such proper business shall be conducted as shall have been brought beforethe meeting (i) by or at the direction of the Board of Directors or (ii) by anyshareholder of the Corporation who is a shareholder of record at the time ofgiving of the notice provided for in this Section 7, who shall be entitled tovote at such meeting and who complies with the notice procedures set forth inthis Section 7. For business to be brought before a meeting of shareholders bya shareholder, the shareholder shall have given timely notice thereof inwriting to the Secretary of the Corporation. To be timely, a shareholder’snotice shall be delivered to or mailed and received at the principal executiveoffice of the Corporation (i) in the case of the annual meeting of theCorporation’s shareholders commencing in 2001 and thereafter (other than anannual meeting in which the date of the meeting has been changed by more than30 days from the prior year), not less than 45 nor more than 70 days before thedate on which the Corporation first mailed its proxy materials for the prioryear’s annual meeting of shareholders, or (ii) in the case of any other meetingof the Corporation’s shareholders, not less than 50 nor more than 75 days priorto the meeting; provided, however, that in the event that less than 60 days’notice or prior public disclosure of the date of such other meeting is given ormade to shareholders, notice by the shareholder to be timely must be soreceived not later than the close of business on the tenth day following theday on which such notice of the date of such other meeting was mailed or suchpublic disclosure was made, whichever first occurs. Such shareholder’s noticeto the Secretary of the Corporation shall set forth as to each matter theshareholder proposes to bring before the meeting (i) a brief description of thebusiness desired to be brought before the meeting, the reasons for conductingsuch business at the meeting and, in the event that such business includes aproposal to amend any document, including these Bylaws, the language of theproposed amendment, (ii) the name and address, as they appear on theCorporation’s books, of the shareholder proposing such business, (iii) theclass and number of shares of capital stock of the Corporation which arebeneficially owned by such shareholder and (iv) any material interest of suchshareholder in such business. Notwithstanding anything in these Bylaws to thecontrary, no business shall be conducted at a meeting of the shareholdersexcept in accordance with the procedures set forth in this Section 7. Thechairman of the meeting of shareholders shall, if the facts warrant, determineand declare to the meeting that business was not properly brought before themeting and in accordance with the provisions of these Bylaws, and if he or sheshould 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 7, a shareholder shall also complywith all applicable requirements of the Securities and Exchange Act of 1934, asamended, and the rules and regulations promulgated thereunder with respect tomatters set forth in this Section 7.

 

**8.****             Proxies.**At all meetings of shareholders, a shareholder may vote in person or byproxy by signing an appointment form either personally or by his dulyauthorized attorney-in-fact. A shareholder may also appoint a proxy bytransmitting or authorizing the transmission of a telegram, teletype, or otherelectronic transmission providing a written statement of the appointment to theproxy, to a proxy solicitor, proxy support service organization or other personduly authorized by the proxy to receive appointments as agent for the proxy, orto the Corporation. The transmitted appointment shall set forth or betransmitted with written evidence from which it can be determined that theshareholder transmitted or authorized the transmission of the appointment. Theproxy appointment form shall be filed with the Secretary of the Corporation byor at the time of the meeting. The appointment of a proxy is effective whenreceived by the Corporation and is valid for eleven (11) months unless adifferent period is expressly provided in the appointment form.

 

Any completecopy, including an electronically transmitted facsimile, of an appointment of aproxy may be substituted for or used in lieu of the original appointment forany purpose for which the original appointment could be used.

 

Revocationof a proxy does not affect the right of the Corporation to accept the proxy’sappointment unless (i) the Corporation had notice that the appointment wascoupled with an interest and notice that the interest is extinguished isreceived by the Secretary or other officer or agent authorized to tabulatevotes before the proxy exercises his authority under the appointment or (ii)other notice of the revocation of the appointment is received by the Secretaryor other officer or agent authorized to tabulate votes before the proxy exerciseshis authority under the appointment. Other notice of revocation may, in thediscretion of the Corporation, be deemed to include the appearance at ashareholders meeting of the shareholder who granted the proxy appointment andhis voting in person on any matter subject to a vote at such meeting.

 

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Thedeath or incapacity of the shareholder appointing a proxy does not affect theright of the Corporation to accept the proxy’s authority unless notice of thedeath or incapacity is received by the Secretary or other officer or agentauthorized to tabulate votes before the proxy exercises his authority under theappointment.

 

TheCorporation shall not be required to recognize an appointment made irrevocableif it has received a writing revoking the appointment signed by the shareholdereither personally or by the shareholder’s attorney-in-fact, notwithstandingthat the revocation may be a breach of an obligation of the shareholder toanother person not to revoke the appointment.

 

Atransferee for value of shares subject to an irrevocable appointment may revokethe appointment if the transferee did not know of its existence when heacquired the shares and the existence of the irrevocable appointment was not notedon the certificate representing the shares.

 

Subjectto the provisions of this Article II, Section 10 below or any expresslimitation on the proxy’s authority appearing on the appointment form, theCorporation is entitled to accept the proxy’s vote or other action as that ofthe shareholder making the appointment.

 

**9.****             VotingRights.**Except as otherwise provided in the Articles of Incorporation,each outstanding share, regardless of class, shall be entitled to one vote andeach fractional share is entitled to a corresponding fractional vote on eachmatter submitted to a vote at a meeting of shareholders.

 

Ateach election for directors every shareholder of record entitled to vote atsuch election shall have the right to vote in person or by proxy the number ofvotes to which such shareholder is entitled for as many persons as there aredirectors to be elected and for whose election he has a right to vote. Cumulativevoting shall not be permitted for any purpose.

 

Sharesheld by another corporation, if the majority of shares entitled to vote for theelection of directors of such other corporation are held by the Corporation,shall be voted at any meeting or counted in determining the total number ofoutstanding shares entitled to vote at any given time. Except as provided inthe preceding sentence, shares standing in the name of another corporation,domestic or foreign, may be voted by such officer, agent or proxy as the Bylawsof such corporation may prescribe or, in the absence of such provision, as the Boardof Directors of such corporation may determine, or in the absence of suchdetermination, by the chief executive officer of such corporation.

 

Ifshares having voting power stand of record in the names of two or more persons,whether fiduciaries, members of a partnership, joint tenants, tenants incommon, tenants by the entirety or otherwise, or if two or more persons havethe same fiduciary relationship respecting the same shares, voting with respectto the shares shall have the following effect: (i) if only one person votes,his act binds all; (ii) if two or more persons vote, but the vote is evenlysplit on any particular matter, each faction may vote the shares in questionproportionately, or any person voting the shares of a beneficiary, if any, may applyto any court of competent jurisdiction in the State of Colorado to appoint anadditional person to act with the persons voting the shares. The shares shallthen be voted as determined by a majority of such persons and the personappointed by the court. If a tenancy is held in unequal interests, a majorityor even split for the purpose of this subsection shall be a majority or evensplit in interest, except that the effects of voting stated above shall not beapplicable if the secretary of the Corporation is given written notice ofalternative voting provisions and is furnished with a copy of the instrument ororder wherein the alternate voting provisions are stated.

 

Sharesheld by an administrator, executor, guardian or conservator may be voted by him,either in person or by proxy, without a transfer of such shares into his name. Sharesstanding in the name of a trustee may be voted by him, either in person or byproxy, but no trustee shall be entitled to vote shares held by him without atransfer of such shares into his name.

 

Sharesstanding in the name of a receiver may be voted by such receiver, and sharesheld by or under the control of a receiver may be voted by such receiverwithout the transfer thereof into his name if authority so to do be containedin an appropriate order of the court by which such receiver was appointed.

 

**10.****          Corporation’sAcceptance of Votes.**If the name signed on a vote, consent, waiver,proxy appointment, or proxy appointment revocation corresponds to the name of ashareholder, the Corporation, if acting in

 

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good faith, is entitled to accept the vote, consent, waiver, proxyappointment, or proxy appointment revocation and to give it effect as the actof the shareholder. If the name signed on a vote, consent, waiver, proxyappointment, or proxy appointment revocation does not correspond to the name ofa shareholder, the Corporation, if acting in good faith, is neverthelessentitled to accept the vote, consent, waiver, proxy appointment, or proxyappointment revocation and to give it effect as the act of the shareholder if:

 

(a)           Theshareholder is an entity and the name signed purports to be that of an officeror agent of the entity;

 

(b)           Thename signed purports to be that of an administrator, executor, guardian, orconservator representing the shareholder and, if the Corporation requests,evidence of fiduciary status acceptable to the Corporation has been presentedwith respect to the vote, consent, waiver, proxy appointment or proxyappointment revocation;

 

(c)           Thename signed purports to be that of a receiver or trustee in bankruptcy of theshareholder and, if the Corporation requests, evidence of this statusacceptable to the Corporation has been presented with respect to the vote,consent, waiver, proxy appointment or proxy appointment revocation;

 

(d)           Thename signed purports to be that of a pledgee, beneficial owner, orattorney-in-fact of the shareholder and, if the Corporation requests, evidenceacceptable to the Corporation of the signatory’s authority to sign for theshareholder has been presented with respect to the vote, consent, waiver, proxyappointment or proxy appointment revocation;

 

(e)           Twoor more persons are the shareholder as co-tenants or fiduciaries and the namesigned purports to be the name of at least one of the co-tenants or fiduciariesand the person signing appears to be acting on behalf of all the co-tenants orfiduciaries; or

 

(f)  The acceptance of the vote, consent, waiver,proxy appointment or proxy appointment revocation is otherwise proper underrules established by the Corporation that are not inconsistent with theprovisions of this Section 10.

 

TheCorporation is entitled to reject a vote, consent, waiver, proxy appointment,or proxy appointment revocation if the secretary or other officer or agentauthorized to tabulate votes, acting in good faith, has reasonable basis fordoubt about the validity of the signature on it or about the signatory’sauthority to sign for the shareholder.

 

TheCorporation and its officer or agent who accepts or rejects a vote, consent,waiver, proxy appointment or proxy appointment revocation in good faith and inaccordance with the standards of this Section 10 are not liable in damages forthe consequences of the acceptance or rejection.

 

**11.****          Quorumand Voting Requirements for Voting Groups.**The provisions of Section7-107-206 of the Colorado Business Corporation Act shall govern quorums andother voting requirements for shareholders.

 

**12.****          Adjournments.**If less than a quorum of shares entitled to vote is represented at anymeeting of the shareholders, a majority of the shares so represented mayadjourn the meeting from time to time without further notice, for a period notto exceed one hundred twenty (120) days at any one adjournment. At suchadjourned meeting at which a quorum shall be present or represented, anybusiness may be transacted which might have been transacted at the meeting asoriginally notified. Any meeting of the shareholders may adjourn from time totime until its business is completed.

 

**13.****          Actionby Shareholders Without Meeting.**Shareholders may not take any actionwithout a meeting, whether by written consent or otherwise.

 

**14.****          Meetingsby Telecommunication.**Any or all of the shareholders may participate inan annual or special shareholders’ meeting by, or the meeting may be conductedthrough the use of, any means of communication by which all personsparticipating in the meeting may hear each other during the meeting. Ashareholder participating in a meeting by this means is deemed to be present inperson at the meeting.

 

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**ARTICLE III**

 

**Board of Directors**

 

**1.****             Number,Qualifications and Term of Office.**Except as otherwise provided in theArticles of Incorporation or the Colorado Business Corporation Act, thebusiness and affairs of the Corporation shall be managed by a Board ofDirectors, consisting of a number of directors set by the Board of Directors. Eachdirector shall be a natural person of the age of eighteen years or older, butdoes not need to be a resident of the State of Colorado or a shareholder of theCorporation. The Board of Directors, by resolution, may increase or decreasethe number of directors from time to time. Except as otherwise provided inthese Bylaws, each director shall be elected at each annual meeting ofshareholders and shall hold such office until the next annual meeting ofshareholders and until his successor shall be elected and shall qualify. Nodecrease in the number of directors shall have the effect of shortening theterm of any incumbent director.

 

**2.****             Performanceof Duties.**Pursuant to the provisions of the Colorado BusinessCorporation Act, a director shall perform his duties as a director, includinghis duties as a member of any committee of the Board of Directors upon which hemay serve, in good faith, in a manner he reasonably believes to be in the bestinterests of the Corporation, and with such care as an ordinarily prudentperson in a like position would use under similar circumstances.

 

**3.****             Vacancies.**Any director may resign at any time by giving written notice to thechairman of the Board of Directors and to the chief executive officer,president or secretary of the Corporation. A resignation of a director is effectivewhen the notice is received by the Corporation unless the notice specifies alater effective date. Unless otherwise specified in the notice, the acceptanceof such resignation by the Corporation shall not be necessary to make iteffective. Any vacancy on the Board of Directors may be filled by theaffirmative vote of a majority of the remaining Board of Directors even if lessthan a quorum is remaining in office. A director elected to fill a vacancyshall be elected for the unexpired term of his predecessor in office. Anydirectorship to be filled by reason of an increase in the number of directorsshall be filled by the affirmative vote of a majority of the directors then inoffice or by an election at an annual meeting or special meeting of shareholderscalled for that purpose. A director elected to fill a position resulting froman increase in the number of directors shall hold office until the next annualmeeting of shareholders and until his or her successor has been elected andqualified.

 

**4.****             Removal.**At a meeting of shareholders called expressly for that purpose, the entireBoard of Directors or any individual director may be removed from officewithout assignment of cause by the vote of the majority of the shares entitledto vote in an election of directors.

 

**5.****             Removalof Directors by Judicial Proceeding.**A director may be removed by thedistrict court of the county where the principal office is located or, if theCorporation has no principal office in the State of Colorado, by the districtcourt of the county in which its registered office is located, upon a findingby the district court that the director engaged in fraudulent or dishonestconduct or gross abuse of authority or discretion with respect to theCorporation and that removal is in the best interests of the Corporation. Thejudicial proceeding may be commenced either by the Corporation or byshareholders holding at least ten percent (10%) of the outstanding shares ofany class.

 

**6.****             Electionof Directors.**Except as provided in this Section 6 of this Article andsubject to the right to elect additional directors under specifiedcircumstances which may be granted, pursuant to the provisions of Article Fourof the Articles of Incorporation of the Corporation, to the holders of anyclass or series of preferred stock, directors shall be elected by a pluralityof the votes cast at annual meetings of shareholders, and each director soelected shall hold office until his successor is duly elected and qualified, oruntil his earlier resignation or removal. Directors need not be shareholders. Onlypersons who are nominated in accordance with the following procedures shall beeligible for election by the shareholders as directors of the Corporation. Nominationsof persons for election as directors of the Corporation may be made at ameeting of shareholders (a) by or at the direction of the Board of Directors,(b) by any nominating committee or persons appointed by the Board of Directorsor (c) by any shareholders of the Corporation entitled to vote for the electionof directors at the meeting who complies with the notice procedures set forthin this Section 6. Such nominations, other than those made by or at thedirection of the Board of Directors or any nominating committee or personsappointed by the Board of Directors, shall be made pursuant to timely notice inwriting to the Secretary of the Corporation. To be timely, a shareholder’snotice shall be delivered to or mailed and received at the

 

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principal executive office of the Corporation (i) in the case of theannual meeting of the Corporation’s shareholders commencing in 2001 andthereafter (other than an annual meeting in which the date of the meeting hasbeen changed by more than 30 days from the prior year), not less than 45 normore than 70 days before the date on which the Corporation first mailed itsproxy materials for the prior year’s annual meeting of shareholders, or (ii) inthe case of any other meeting of the Corporation’s shareholders, not less than50 nor more than 75 days prior to the meeting; provided, however, that in theevent that less than 60 days’ notice or prior public disclosure of the date ofsuch other meeting is given or made to shareholders, notice by the shareholderto be timely must be so received not later than the close of business on thetenth day following the day on which such notice of the date of such othermeeting was mailed or such public disclosure was made, whichever first occurs. Suchshareholder’s notice to the Secretary of the Corporation shall set forth (a) asto each person whom the shareholder proposes to nominate for election orreelection as a director, (i) the name, age, business address and residenceaddress of the person, (ii) the principal occupation or employment of theperson, (iii) the class and number of shares of capital stock of thecorporation which are beneficially owned by the person and (iv) any otherinformation relating to the person that is required to be disclosed insolicitations for proxies for election of directors pursuant to Rule 14a underthe Securities Exchange Act of 1934, as now or hereafter amended; and (b) as tothe shareholder giving the notice (i) the name and record address of suchshareholder and (ii) the class and number of shares of capital stock of theCorporation which are beneficially owned by such shareholder. The Corporationmay require any proposed nominee to furnish such other information as mayreasonably be required by the Corporation to determine the eligibility of suchproposed nominee to serve as a director of the Corporation. No person shall beeligible for election by the shareholders as a director of the Corporationunless nominated in accordance with the procedures set forth herein. Thechairman of the meeting of the shareholders shall, if the facts warrant,determine and declare to the meeting that nomination was not made in accordancewith the foregoing procedure, and if he or she should so determine, thechairman shall so declare to the meeting and the defective nomination shall bedisregarded.

 

**7.****             Compensation.**By resolution of the Board of Directors, any director may be paid any oneor more of the following: his expenses, if any, of attendance at meetings; afixed sum for attendance at each meeting; a stated salary as director; or suchother compensation as the Corporation and the director may reasonably agreeupon. No such payment shall preclude any director from serving the Corporationin any other capacity and receiving compensation therefor.

 

**ARTICLE IV**

 

**Meetings of the Board**

 

**1.****             Placeof Meetings.**The regular or special meetings of the Board of Directorsor of any committee designated by the Board of Directors shall be held at theprincipal office of the Corporation or at any other place within or without theState of Colorado that a majority of the Board of Directors or of any suchcommittee, as the case may be, may designate from time to time by resolution.

 

**2.****             RegularMeetings.**Unless otherwise agreed to by the Board of Directors, theBoard of Directors shall meet each year immediately before or after and at thesame place as the annual meeting of the shareholders for the purpose ofelecting officers and transacting such other business as may come before themeeting. The Board of Directors or any committee designated by the Board ofDirectors may provide, by resolution, for the holding of additional regularmeetings without other notice than such resolution.

 

**3.****             SpecialMeetings**. Special meetings of the Board of Directors or of anycommittee designated by the Board of Directors may be called at any time by thechairman of the Board, if any, by the chief executive officer, or by three ormore members of the Board of Directors or of any such committee, as the casemay be, provided that if any such committee consists of less than four members,then a special meeting of such committee may be called by a majority of themembers thereof.

 

**4.****             Noticeof Meetings.**Notice of the regular meetings of the Board of Directorsor of any committee designated by the Board of Directors need not be given. Exceptas otherwise provided by these Bylaws or the laws of the State of Colorado,written notice of each special meeting of the Board of Directors or of any suchcommittee setting forth the time and the place of the meeting shall be given toeach director not less than one (1) day prior to the date and time fixed forthe meeting. Notice of any special meeting may be either personally deliveredor mailed to each director at his business address, by telephone (if reasonableunder the circumstances) or by notice transmitted by

 

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telegraph, electronically transmitted facsimile or other form of wireor wireless communication. If mailed, such notice shall be deemed to be givenand to be effective on the earlier of (i) three (3) days after such notice isdeposited in the United States mail properly addressed, with postage prepaid,or (ii) the date shown on the return receipt if mailed by registered orcertified mail return receipt requested. If notice be given by telephone (ifreasonable under the circumstances), 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 inwriting one or more reasonable addresses or facsimile numbers for delivery ofnotice to him, notice sent by mail, telegraph, electronically transmittedfacsimile or other form of wire or wireless communication shall not be deemedto have been given or to be effective unless sent to such addresses orfacsimile numbers, as the case may be. Neither the business to be transactedat, nor the purpose of, any regular or special meeting of the Board ofDirectors need be specified in the notice or waiver of notice of such meeting.

 

**5.****             Waiverof Notice.**A director may waive notice of a meeting of the Board ofDirectors or of any committee designated by the Board of Directors eitherbefore, at, or after the meeting. Such waiver shall be in writing and signed bythe director and delivered to the Corporation for filing with the corporaterecords, but such delivery and filing shall not be a condition to theeffectiveness of the waiver. Attendance or participation of a director at ameeting waives any required notice of that meeting unless at the beginning ofthe meeting or promptly upon the director’s arrival, the director objects toholding the meeting or transacting business at the meeting because of lack ofnotice or defective notice and does not thereafter vote for or assent to actiontaken at the meeting, or if special notice was required of a particular purposepursuant to this Section 5, the director objects to transacting business withrespect to the purpose for which such special notice was required and does notthereafter vote for or assent to action taken at the meeting with respect tosuch purpose.

 

**6.****             Quorum.**At meetings of the Board of Directors or of any committee designated by theBoard of Directors a majority of the number of directors fixed by these Bylaws,or a majority of the members of any such committee, as the case may be, shallbe necessary to constitute a quorum for the transaction of business. If thenumber of directors is not fixed, then a majority of the number in officeimmediately before the meeting begins, shall constitute a quorum. If a quorumis present, the act of the majority of directors present shall be the act ofthe Board of Directors or of any such committee, as the case may be, unless theact of a greater number is required by these Bylaws, the Articles ofIncorporation or the Colorado Business Corporation Act.

 

**7.****             Presumptionof Assent.**A director who is present at a meeting of the Board ofDirectors or a committee thereof when action is taken is deemed to haveassented to the action taken unless:

 

(a)           thedirector objects at the beginning of such meeting or promptly upon his arrival,to the holding of the meeting or the transacting of business at the meeting anddoes not thereafter vote for or assent to any action taken at the meeting;

 

(b)           thedirector contemporaneously requests that his dissent or abstention as to anyspecific action taken be entered in the minutes of such meeting; or

 

(c)           thedirector causes written notice of his dissent or abstention as to any specificaction to be received by the chairman of the Board, if any, or the presidingofficer of such meeting before adjournment of the meeting or by the Corporationpromptly after adjournment of the meeting.

 

Theright of dissent or abstention pursuant to this Section 7 as to a specificaction is not available to a director who votes in favor of the action taken.

 

**8.****             Committees**.The Board of Directors may, by a majority of the full Board of Directors,designate one (1) or more of its members to constitute an executive committeeand one or more other committees, each of which shall have and may exercise allof the authority of the Board of Directors or such lesser authority as may beset forth in said resolution; except that no such committee shall have theauthority of the Board of Directors to: (i) declare dividends or distributions; (ii) approve or recommend to shareholdersactions or proposals required to be approved by shareholders; (iii) fillvacancies on the Board of Directors or any committee thereof; (iv) amend theseBylaws or the Articles of Incorporation; (v) approve a plan of merger notrequiring shareholder approval; (vi) authorize or approve the reacquisition ofshares unless pursuant to a general formula method specified by the Board ofDirectors; or (vii)

 

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authorize or approve the issuance or sale of, or any contract to issueor sell shares or designate the terms of a series of a class of shares andexcept that the Board of Directors, having acted regarding generalauthorization for the issuance or sale of shares or any contract therefor, maypursuant to a general formula or method specified by the Board of Directors byresolution or by adoption of a stock option or other plan, authorize acommittee to fix the terms of any contract for the sale of the shares and tofix the terms upon which such shares may be issued or sold, including, withoutlimitation, the price, the dividend rate, provisions for redemption, sinkingfund, conversion, or voting or preferential rights, and provisions for otherfeatures of a class of shares or a series of a class of shares, with full powerin such committee to adopt any final resolution setting forth all terms thereofand to authorize the statement of the terms of a series for filing with theSecretary of State of the State of Colorado under the Colorado BusinessCorporation Act. If any such delegation of the authority of the Board ofDirectors is made as provided herein, all references to the Board of Directorscontained in these Bylaws, the Articles of Incorporation, the Colorado BusinessCorporation Act or any other applicable law or regulation relating to theauthority so delegated shall be deemed to refer to such committee.

 

Neitherthe designation of any such committee, the delegation of authority to suchcommittee, nor any action by such committee pursuant to its authority shallalone constitute compliance by any member of the Board of Directors, not amember of the committee in question, with his responsibility to act in goodfaith, in a manner he reasonably believes to be in the best interests of theCorporation, and with such care as an ordinarily prudent person in a likeposition would use under similar circumstances.

 

**9.****             Actionby Directors without a Meeting.**Any action required or permitted betaken at a Board of Directors’ meeting or a meeting of any committee thereofmay be taken without a meeting if all members thereof consent to such action inwriting. Action is taken under this Section 9 at the time the lastdirector signs a writing describing the action taken, unless, before such time,a director has revoked his consent by a writing signed by the director andreceived by the chief executive officer and secretary. Action taken pursuant tothis Section 9 has the same effect as action taken at a meeting of thedirectors or committee members and may be described as such in any document.

 

**10.****          Meetings.**One or more members of the Board of Directors or any committee designatedby the Board of Directors may participate in a regular or special meeting by orconduct the meeting through the use of any means of communication by which alldirectors participating may hear each other during the meeting. A directorparticipating in a meeting by this means is deemed to be present in person atthe meeting.

 

**ARTICLE V**

 

**Standards of Conduct**

 

Indischarging his duties, a director or officer is entitled to rely oninformation, opinions, reports, or statements, including financial statementsand other financial data, if prepared or presented by (i) one or more officersor employees of the Corporation whom the director or officer reasonablybelieves to be reliable and competent in the matters presented, (ii) legalcounsel, a public accountant, or other person as to matters which the directoror officer reasonably believes to be within such persons’ professional orexpert competence, or (iii) in the case of a director, a committee of the Boardof Directors of which the director is not a member if the director reasonablybelieves the committee merits confidence.

 

Adirector or officer is not liable as such to the Corporation or its shareholdersfor any action he takes or omits to take as a director or officer, as the casemay be, if, in connection with such action or omission, he performed the dutiesof the position in compliance with this ArticleV.

 

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**ARTICLE VI**

 

**Officers and Agents**

 

**1.****             General**.The officers of the Corporation shall consist of a chairman of the Board, achief executive officer, a president and a secretary and, in the discretion ofthe Board, a treasurer; in addition, one or more vice presidents, and suchother officers, assistant officers, agents and employees that the Board ofDirectors may from time to time deem necessary may be elected by the Board ofDirectors or be appointed in a manner prescribed by the Board. Two or more officesmay be held by the same person. Officers shall hold office until theirsuccessors are chosen and have qualified, unless they are sooner removed fromoffice as provided in these Bylaws. All officers of the Corporation shall benatural persons of the age of eighteen years or older. Officers of theCorporation need not be residents of the State of Colorado or directors orshareholders of the Corporation.

 

**2.****             GeneralDuties.**All officers and agents of the Corporation, as betweenthemselves and the Corporation, shall have such authority and shall performsuch duties in the management of the Corporation as may be provided in theseBylaws or as may be determined by resolution of the Board of Directors notinconsistent with these Bylaws. 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 chief executive officer.

 

**3.****             Vacancies.**When a vacancy occurs in one of the executive offices by reason of death,resignation or otherwise, it shall however be filled by a resolution of theBoard of Directors. The officer so selected shall hold office until hissuccessor is chosen and qualified.

 

**4.****             Salaries.**The salaries of the officers, agents and employees of the Corporation maybe fixed by the Board of Directors, or by any committee designated by the Boardor, in the absence of contrary resolution or action by the Board, by the chiefexecutive officer.

 

**5.****             Resignation.**An officer may resign at any time by giving written notice of resignationto the Corporation. A resignation of an officer is effective when the notice isreceived by the Corporation unless the notice specifies a later effective date.If a resignation is made effective at a later date, the Board of Directors maypermit the officer to remain in office until the effective date and may fillthe pending vacancy before the effective date if the Board of Directorsprovides that the successor does not take office until the effective date, orthe Board of Directors may remove the officer at any time before the effectivedate and may fill the resulting vacancy.

 

**6.****             Removal.**Any officer, agent or employee of this Corporation may be removed with orwithout cause by the Board of Directors or the chief executive officer wheneverin its judgment it is in the best interests of the Corporation, withoutprejudice to the contract rights, if any, of the person so removed. Election orappointment of an officer, agent or employee shall not, of itself, createcontract rights.

 

**7.****             Chairmanof the Board.**The Chairman shall preside as chairman at meetings of theshareholders and the Board of Directors. The Chairman shall, subject to thedirection and supervision of the Board of Directors, be the most senior officerof the Corporation and shall have primary, general and active control of itsaffairs and business and general supervision of its officers, agents andemployees. The Chairman shall have authority to expend Corporation funds, to incurdebt on behalf of the Corporation, and to acquire and dispose of property, realand personal, tangible and intangible. The Chairman shall attend in person orby substitute appointed by him, or shall execute on behalf of the Corporationwritten instruments appointing a proxy or proxies to represent the Corporationat all meetings of the shareholders of any other corporation in which theCorporation shall hold any stock. He may, on behalf of the Corporation, inperson or by substitute or by proxy, execute written waivers of notice andconsents with respect to any such meetings. At all such meetings and otherwise,the Chairman, in person or by substitute or by proxy as aforesaid, may vote thestock so held by the Corporation and may execute written consents and otherinstruments with respect to such stock and may exercise any and all rights andpowers incident to the ownership of said stock. The Chairman shall have custodyof the treasurer’s bond, if any.

 

**8.****             ChiefExecutive Officer.**The chief executive officer shall, subject to thedirection and supervision of the Chairman, be the next most senior officer ofthe Corporation after the Chairman and shall assist the

 

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Chairman, and shall perform such duties as may be assigned to him fromtime to time by the Chairman. In the case of the chief executive officer’sabsence or inability to act the President may exercise such powers and performsuch duties.

 

**9.****             President.**The president shall assist the chief executive officer, as directed by theBoard of Directors or the chief executive officer, and shall perform suchduties as may be assigned to him from time to time by the Board of Directors orthe chief executive officer. If the office of chief executive officer isvacant, the president shall have the powers and perform the duties of chiefexecutive officer until such vacancy is filled by the Board of Directors.

 

**10.****          VicePresidents**. Each vice president shall have such powers and perform suchduties as the Board of Directors may from time to time prescribe or as thechief executive officer may from time to time delegate to him. At the requestof the chief executive officer, in the case of the president’s absence orinability to act, any vice president may temporarily act in the president’splace. In the case of the death of the president, or in the case of his absenceor inability to act without having designated a vice president or vicepresidents to act temporarily in his place, the Board of Directors, byresolution, may designate a vice president or vice presidents, to perform theduties of the president.

 

**11.****          Secretary**.The secretary shall keep or cause to be kept in books, provided for thatpurpose, the minutes of the meetings of the shareholders, executive committee,if any, and any other committees, and of the Board of Directors; shall see thatall notices are duly given in accordance with the provisions of these Bylawsand as required by law; shall be custodian of the records and of the seal ofthe Corporation and see that the seal is affixed to all documents, theexecution of which on behalf of the Corporation under its seal is dulyauthorized and in accordance with the provisions of these Bylaws; and, ingeneral, shall perform all duties incident to the office of secretary and suchother duties as may, from time to time, be assigned to him by the Board ofDirectors or by the president. In the absence of the secretary or his inabilityto act, the assistant secretaries, if any, shall act with the same powers and shallbe subject to the same restrictions as are applicable to the secretary.

 

**12.****          Treasurer.**The treasurer shall have custody of corporate funds and securities. Heshall keep full and accurate accounts of receipts and disbursements and shalldeposit all corporate monies and other valuable effects in the name and to thecredit of the Corporation in the depository or depositories of the Corporation,and shall render an account of his transactions as treasurer and of thefinancial condition of the Corporation to the chief executive officer,president and/or the Board of Directors upon request. Such power given to thetreasurer to deposit and disburse funds shall not, however, preclude any otherofficer or employee of the Corporation from also depositing and disbursingfunds when authorized to do so by the Board of Directors. The treasurer shall,if required by the Board of Directors, give the Corporation a bond in suchamount and with such surety or sureties as may be ordered by the Board ofDirectors for the faithful performance of the duties of his office. Thetreasurer shall have such other powers and perform such other duties as may befrom time to time prescribed by the Board of Directors or the chief executiveofficer or such other person appointed from time to time by the chief executiveofficer. In the absence of the treasurer or his inability to act, the assistanttreasurers, if any, shall act with the same authority and shall be subject tothe same restrictions as are applicable to the treasurer.

 

**13.****          Delegationof Duties**. Whenever an officer is absent, or whenever, for any reason,the Board of Directors may deem it desirable, the Board of Directors maydelegate the powers and duties of an officer to any other officer or officersor to any director or directors.

 

**ARTICLE VII**

 

**Conflicts of Interests**

 

Nocontract or other transaction between the Corporation and one or more of itsdirectors, or any other corporation, partnership, association or otherorganization in which one or more of its directors or officers is a director orofficer or is financially interested shall be either void or voidable solelyfor that reason or solely because such director or officer is present at orparticipates in the meeting of the Board of Directors or a committee thereof thatauthorizes, approves, or ratifies such contract or transaction or solelybecause their votes are counted for such purpose if:

 

(A)          Thematerial facts of such relationship, interest, contract or transaction aredisclosed to or known by the Board of Directors or a committee thereof, that ingood faith authorizes, approves, or ratifies the

 

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contract or transaction by the affirmative vote of a majority of thedisinterested directors, even though the disinterested directors are less thana quorum;

 

(B)           Thematerial facts of such relationship, interest, contract or transaction aredisclosed to or known by the shareholders entitled to vote thereon, and thecontract or transaction is specifically authorized, approved or ratified ingood faith by vote of the shareholders; or

 

(C)           Thecontract or transaction is fair as to the Corporation.

 

Commonor interested directors may be counted in determining the presence of a quorumat a meeting of the Board of Directors or a committee thereof which authorizes,approves or ratifies such contract or transaction.

 

TheBoard of Directors shall comply with any applicable provisions of Section7-108-501 of the Colorado Business Corporation Act in connection with any loanor guaranty by the Corporation.

 

**ARTICLE VIII**

 

**Indemnification of Officers, Directors and Others**

 

**1.****             Definitions.**Unless the context of this Article VIII indicates otherwise, initiallycapitalized terms used herein shall have the meanings given in Section 7-109-101of the Colorado Business Corporation Act.

 

**2.****             Standardsfor Indemnification**

 

**A.****            General.**Except as provided in Subsection 2(D) below, the Corporation shallindemnify against Liability, to the fullest extent authorized by the ColoradoBusiness Corporation Act, as the same exists or may hereafter be amended (but,in the case of any such amendment, only to the extent that such amendmentpermits the Corporation to provide broader indemnification rights thanpermitted prior thereto), incurred in any Proceeding by an individual made aParty to the Proceeding because he is or was a Director of the Corporation orany subsidiary of the Corporation (an “Indemnitee”) if: (a) he conductedhimself in good faith; (b) he reasonably believed: (i) in the case of conductin his Official capacity with the Corporation, that his conduct was in theCorporation’s best interests; or (ii) that in all other cases, that his conductwas at least not opposed to the Corporation’s best interests; and (c) in thecase of any criminal proceeding, he had no reasonable cause to believe hisconduct was unlawful.

 

**B.****            EmployeeBenefit Plans.**An Indemnitee’s conduct with respect to an employeebenefit plan for a purpose he reasonably believed to be in the interests of theparticipants in or beneficiaries of the plan is conduct that satisfies therequirements of clause (b) (ii) of paragraph 2, subsection A above. AnIndemnitee’s conduct with respect to an employee benefit plan for a purposethat he did not reasonably believe to be in the interests of the participantsin or beneficiaries of the plan shall be deemed not to satisfy the requirementsof clause (b)(ii) of paragraph 2, subsection A above.

 

**C.****            Terminationof a Proceeding.**The termination of any proceeding by judgment, order,settlement, or conviction, or upon a plea of nolo contendere or its equivalent,is not of itself determinative that the Indemnitee did not meet the standard ofconduct set forth in paragraph 2, subsection A above.

 

**D.****            Casesin Which Indemnification is Prohibited.**The Corporation may notindemnify an Indemnitee under paragraph 2, subsection A above, either (a) inconnection with a Proceeding by or in the right of the Corporation in which theIndemnitee was adjudged liable to the Corporation; or (b) in connection withany Proceeding charging improper personal benefit to the Indemnitee, whether ornot involving action in his Official capacity, in which he was adjudged liableon the basis that personal benefit was improperly received by him.

 

**E.****             ReasonableExpenses Only.**Indemnification permitted under this Section B inconnection with a Proceeding by or in the right of the Corporation is limitedto reasonable expenses incurred in connection with the Proceeding.

 

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**F.****             Applicationof Indemnification Obligations.**The indemnity and prepaymentobligations of the Corporation and the standards for indemnification set forthin this Article VIII shall apply in all cases, even if the conduct, act oromission in question occurred prior to the date that such indemnity andprepayment obligations were adopted by the Corporation by amendment to theseBylaws.

 

**3.****             MandatoryIndemnification.**Unless limited by the articles of incorporation, theCorporation shall be required to indemnify an Indemnitee who was whollysuccessful, on the merits or otherwise, in the defense of any Proceeding towhich he was a Party because he is or was a director, against reasonableexpenses incurred by him in connection with the Proceeding.

 

**4.****             CourtOrdered Indemnification**. Unless otherwise provided in the articles ofincorporation, an Indemnitee who is or was a Party to a Proceeding may applyfor indemnification to the court conducting the Proceeding or to another courtof competent jurisdiction. On receipt of an application, the court, aftergiving any notice the court considers necessary, may order indemnification inthe following manner:

 

**A.****            MandatoryIndemnification.**If it determines the Indemnitee is entitled tomandatory indemnification under paragraph 3 above, the court shall orderindemnification, in which case the court shall also order the Corporation topay the Indemnitee’s reasonable expenses incurred to obtain court-orderedindemnification.

 

**B.****            IndemnificationWhere Regardless of Meeting****Standard of Conduct****.** If it determines that the Indemnitee is fairly andreasonably entitled to indemnification in view of all the relevantcircumstances, whether or not he met the standard of conduct set forth inparagraph 2, subsection A of this Article VIII or was adjudged liable in thecircumstances described in paragraph 2, subsection D of this Article VIII, thecourt may order such indemnification as the court deems proper; except that theindemnification with respect to any Proceeding in which liability shall havebeen adjudged in the circumstances described in said paragraph 2, subsection Dof this Article VIII is limited to reasonable expenses incurred in connectionwith the proceeding and reasonable expenses incurred to obtain court-orderedindemnification.

 

**5.****             IndemnificationProcedure.**

 

**A.****            Authorizationof Indemnification Required.**The Corporation may not indemnify anIndemnitee under paragraph 2, subsection A of this Article VIII unlessauthorized in the specific case after a determination has been made thatindemnification of the Indemnitee is permissible in the circumstances becausehe has met the standard of conduct set forth in paragraph 2 of this ArticleVIII.

 

**B.****            Determinationby the Board of Directors.**The determination required by paragraph 5,subsection A of this Article VIII, shall be made: (a) by the Corporation’sBoard of Directors by a majority vote of those present at a meeting at which aquorum is present, and only those directors who are not parties to theProceeding shall be counted in satisfying the quorum; or (b) if a quorum cannotbe obtained, by a majority vote of a committee of the Board of Directorsdesignated by the Board, which committee shall consist of two or more directorswho are not parties to the proceeding; except that directors who are parties tothe proceeding may participate in the designation of directors for thecommittee.

 

**C.****            Determinationby Body Other Than the Board of Directors.**If a quorum cannot beobtained by a majority vote of a committee of the Board of Directors designatedby the Board of Directors under paragraph 5, subsection B or even if a quorumis obtained or a committee is designated, if a majority of the directorsconstituting such quorum or committee so directs, the determination required tobe made by subparagraph B of this section 5 shall be made: (a) by independentlegal counsel selected by a vote of the Corporation’s Board of Directors or thecommittee in the manner specified in clauses (a) or (b) of subparagraph B ofthis section 5 or, if a quorum of the full Board of Directors cannot beobtained and a committee cannot be established, by independent legal counselselected by a majority vote of the full Board; or (b) by the shareholders.

 

**D.****            Standardfor Authorizing Indemnification.** Authorization of indemnification andadvance of reasonable expenses shall be made in the same manner as thedetermination that indemnification or advance of expenses is permissible;except that, if the determination that indemnification or advance of expensesis permissible is

 

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made by independent legal counsel, authorization of indemnification andadvance of expenses shall be made by the body that selected such counsel.

 

**6.****             Pre-Paymentor Reimbursement of Expenses**

 

**A.****            General.**The Corporation may pay for or reimburse the reasonable expenses incurredby an Indemnitee who is a Party to a Proceeding in advance of the finaldisposition of the Proceeding if: (a) the Indemnitee furnishes the Corporationa written affirmation of his good-faith belief that he has met the standard ofconduct described in paragraph 2, subsection A of this Article; (b) theIndemnitee furnishes the Corporation a written undertaking, executed personallyor on his behalf, to repay the advance if it is ultimately determined that hedid not meet such standard of conduct; and (c) a determination is made that thefacts then known to those making the determination would not precludeindemnification under this Article.

 

**B.****            Undertaking.**The undertaking required by paragraph (b) of subsection A of this Section,shall be an unlimited general obligation of the Indemnitee but need not besecured and may be accepted without reference to financial ability to makerepayment.

 

**C.****            Authorizationof Pre-Payments**. Determinations and authorizations of payments underthis Section 6 shall be made in the manner specified in paragraph 5,subsection C of this Article VIII.

 

**7.****             ExpensesIncurred as a Witness**. The Corporation shall pay or reimburse Expensesincurred by an Indemnitee in connection with his appearance, or preparation forhis appearance, as a witness in a Proceeding or at a deposition related to aProceeding, at a time when he has not been made a named defendant or respondentin the Proceeding. If the Indemnitee is not an officer or Director of theCompany at the time his appearance is required at a Proceeding or depositionrelated to a Proceeding, the Company shall pay the Indemnitee $500.00 for eachday (or part thereof) that the Indemnitee is required to attend such Proceedingor deposition.

 

**8.****             Officers,Employees, Fiduciaries and Agents**. Unless otherwise provided in thearticles of incorporation:

 

**A**.            **Officer Indemnification.**An officerof the Corporation is entitled to mandatory indemnification under paragraph 3of this Article VIII, and is entitled to apply for court-orderedindemnification under paragraph 4 of this Article VIII, in each case to thesame extent as a director.

 

**B.****            Indemnificationand Advancement of Expenses.**The Corporation may indemnify and advanceexpenses to an officer, employee, fiduciary or agent of the Corporation to thesame extent as an Indemnitee; and

 

**C.****            GreaterRights of Indemnification Permitted.**The Corporation may also indemnifyand advance expenses to an officer, employee, fiduciary or agent of theCorporation who is not an Indemnitee to a greater extent, not inconsistent withpublic policy, and if provided for by these bylaws, general or specific actionof its board or shareholders, or directors.

 

**9.****             Insurance.**The Corporation may purchase and maintain insurance on behalf of a personwho is or was a Director, officer, employee, fiduciary or agent of theCorporation, or who, while a Director, officer, employee, fiduciary or agent ofthe Corporation, is or was serving at the request of the Corporation as a director,officer, partner, trustee, employee, fiduciary or agent of another foreign ordomestic corporation or other person or employee benefit plan against anyliability asserted against or incurred by him in any such capacity or arisingout of his status as such, whether or not the Corporation would have the powerto indemnify him against such liability under the provisions of this ArticleVIII. 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 equity or any other interest, through stock ownership or otherwise.

 

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**10.****          Reportto Shareholders**. Any indemnification of or advance of expenses to aDirector in accordance with this Article VIII, if arising out of aproceeding by or on behalf of the Corporation, shall be reported in writing tothe shareholders with or before the notice of the next shareholders’ meeting. Ifthe next shareholder action is taken without a meeting at the instigation ofthe Board of Directors, such notice shall be given to the shareholders at orbefore the time the first shareholder signs a writing consenting to suchaction.

 

**11.****          GoverningLaw.**This Article VIII shall be governed by and construed in accordancewith Title 7, Article 109 of the Colorado Business Corporation Act, as amended fromtime to time.

 

**12.****          Non-Exclusivityof Rights.**The rights to indemnification and to the advancement ofexpenses conferred in this Article VIII shall not be exclusive of anyother right which any person may have or hereafter acquire under any statute, theCorporation’s Articles of Amendment and Restatement, agreement, vote ofshareholders or disinterested directors or otherwise. To the extent that therights to indemnification granted by these Bylaws are inconsistent with thosegranted by the Corporation’s Articles of Amendment and Restatement, theprovisions of these Articles of Amendment and Restatement shall govern.

 

**ARTICLE IX**

 

**Share Certificates and the Transfer of Shares**

 

**1.****             CertificatesRepresenting Shares**. The shares shall be represented by certificates.Such certificates shall be in a form approved by the Board of Directors,consecutively numbered, and signed in the name of the Corporation by thechairman or vice chairman of the Board of Directors or by the chief executiveofficer, the president or a vice president and by the treasurer or an assistanttreasurer or by the secretary or an assistant secretary, and shall be sealedwith the seal of the Corporation or a facsimile thereof. Any or all of thesignatures upon a certificate may be facsimiles if the certificate iscountersigned by a transfer agent or registered by a registrar other than theCorporation itself or an employee of the Corporation. In case any officer whohas signed such certificate shall have ceased to be such officer before such certificateis issued, it may be issued by the Corporation with the same effect as if hewere such officer at the date of its issue.

 

**2.****             Issuanceof Shares.**Except as provided in the Articles of Incorporation, theBoard of Directors may authorize the issuance of shares for considerationconsisting of any tangible, intangible property or benefit to the Corporation,including cash, promissory notes, services performed and other securities ofthe Corporation. The Board of Directors shall determine that the considerationreceived or to be received for the shares to be issued is adequate. Suchdetermination, in the absence of fraud, is conclusive insofar as the adequacyof such consideration relates to whether the shares are validly issued, fullypaid and nonassessable. The promissory note of a subscriber or an affiliate ofa subscriber for shares shall not constitute consideration for the sharesunless the note is negotiable and is secured by collateral other than theshares, having a fair market value at least equal to the principal amount ofthe note. For the purposes of this Section 2, “promissory note” means anegotiable instrument on which there is an obligation to pay independent ofcollateral and does not include a nonrecourse note. Unless otherwise expresslyprovided in the Articles of Incorporation, shares having a par value may beissued for less than the par value.

 

**3.****             LostCertificates.**The Board of Directors may direct a new certificate to beissued in place of a certificate alleged to have been destroyed or lost if theowner makes an affidavit or affirmation of that fact and produces such evidenceof loss or destruction as the Board of Directors may require. The Board, in itsdiscretion, may as a condition precedent to the issuance of a new certificate requirethe owner to give the Corporation a bond in such form and amount and with suchsurety as it may determine as indemnity against any claim that may be madeagainst the Corporation relating to the certificate allegedly destroyed orlost.

 

**4.****             Transferof Shares.** Shares of the Corporation shall only be transferred on thestock transfer books of the Corporation by the holder of record thereof uponthe surrender to the Corporation of the share certificates duly endorsed oraccompanied by proper evidence of succession, assignment or authority totransfer and such documentary stamps as may be required by law. In that event,the surrendered certificates shall be cancelled, new certificates issued to thepersons entitled to them, and the transaction recorded on the books of theCorporation.

 

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**5.****             RegisteredShareholders.**The Corporation shall be entitled to treat the registeredholder of any shares of the Corporation as the owner thereof for all purposes,and the Corporation shall not be bound to recognize any equitable or otherclaim to, or interest in, such shares or rights deriving from such shares onthe part of any person other than the registered holder, including withoutlimitation any purchaser, assignee or transferee of such shares or rightsderiving from such shares, unless and until such other person becomes theregistered holder of such shares, whether or not the Corporation shall haveeither actual or constructive notice of the claimed interest of such otherperson.

 

**6.****             StockLedger.**An appropriate stock journal and ledger shall be kept by thesecretary or such registrars or transfer agents as the directors by resolutionmay appoint in which all transactions in the shares of stock of the Corporationshall be recorded.

 

**7.****             Noticeof Restriction on Transfer**. Notice of any restriction on the transferof the stock of the Corporation shall be placed on each certificate of stockissued.

 

**ARTICLE X**

 

**Amendments**

 

Subjectto repeal or change by action of the shareholders, the Board of Directors mayamend, supplement or repeal these Bylaws or adopt new Bylaws, and all suchchanges shall affect and be binding upon the holders of all shares heretoforeas well as hereafter authorized, subscribed for or offered.

 

**ARTICLE XI**

 

**Miscellaneous**

 

**1.****             Gender.**Whenever required by the context, the singular shall include the plural,the plural the singular, and one gender shall include all genders.

 

**2.****             InvalidProvision.**The invalidity or unenforceability of any particularprovision of these Bylaws shall not affect the other provisions herein, andthese Bylaws shall be construed in all respects as if such invalid orunenforceable provision was omitted.

 

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