exv10w1



 





Exhibit 10.1




BYLAWS



OF



NATURAL GAS SERVICES GROUP, INC.



(As amended and restated on November 27, 2007)




ARTICLE 1




Offices.




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



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



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



ARTICLE II




Shareholders




     Section 1. Annual Meeting. The annual meeting of the shareholders shall be held each year on
a date and at a time fixed by the board of directors of the corporation (or by the chairman of the
board or the president in the absence of action by the board of directors), for the purpose of
electing directors and for the transaction of such other business as may come before the meeting.
If the election of directors is not held on the day fixed as provided herein for any annual meeting
of the shareholders, or any adjournment thereof, the board of directors shall cause the election to
be held at a special meeting of the shareholders as soon thereafter as it may conveniently be held.
If a shareholder intends to bring up items of business or nominate directors at any annual meeting,
written notice of such intent must be received at the corporation’s principal executive offices not
less than the number of days that is required from time to time under federal securities laws with
respect to companies registered under the Securities Exchange Act of 1934.



     A shareholder may apply to the district court in the county in Colorado where the
corporation’s principal office is located or, if the corporation has no principal office in
Colorado, to the district court of the county in which the corporation’s registered office is
located to seek an order that a shareholder meeting be held (i) if an annual meeting was not held
within six months after the close of the corporation’s most recently ended fiscal year or fifteen
months after its last annual meeting, whichever is earlier, or (ii) if the shareholder participated
in a proper call of or



 









 







proper demand for a special meeting and notice of the special meeting was not given within thirty
days after the date of the call or the date the last of the demands necessary to require calling of
the meeting was received by the corporation, or the special meeting was not held in accordance with
the notice.



     Section 2. Special Meetings. Unless otherwise prescribed by statute, special meetings of the
shareholders may be called for any purpose by the chairman of the board, by the president, by the
secretary, by any one director or by the board of directors of the corporation. The president shall
call a special meeting of the shareholders if the corporation receives one or more written demands
for the meeting, stating the purpose or purposes for which it is to be held, signed and dated by
holders of shares representing at least ten percent of all the votes entitled to be cast on any
issue proposed to be considered at the meeting.



     Section 3. Place of Meeting. The board of directors may designate any place, either within
or outside Colorado, as the place for any annual meeting or any special meeting called by the board
of directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or outside Colorado, as the place for such meeting. If no
designation is made, or if a special meeting is called other than by the board of directors, the
place of meeting shall be the principal office of the corporation.



     Section 4. Notice of Meeting. Written notice stating the place, date, and time of the
meeting shall be given not less than ten nor more than sixty days before the date of the meeting,
except that (i) if the number of authorized shares is to be increased, at least thirty days notice
shall be given, or (ii) any other longer notice period shall be given if required by the Colorado
Business Corporation Act. Notice of a special meeting shall include a description of the purpose
or purposes of the meeting and the business conducted at a special meeting shall be limited to such
purpose or purposes. Notice of an annual meeting need not include a description of the purpose or
purposes of the meeting except the purpose or purposes shall be stated with respect to (i) an
amendment to the articles of incorporation of the corporation, (ii) a merger or share exchange in
which the corporation is a party and, with respect to a share exchange, in which the corporation’s
shares will be acquired, (iii) a sale, lease, exchange or 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 another entity which this corporation controls, in each case with or without the
goodwill, (iv) a dissolution of the corporation, or (v) any other purpose for which a statement 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 or other form
of wire or wireless communication by or at the direction of the chief executive officer, the
president, the secretary, or the officer or persons calling the meeting, 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 the United States mail, addressed to
the shareholder at his address as it appears in the corporation’s current record of shareholders,
with postage prepaid. If notice is given other than by mail, and provided that such notice is in a
comprehensible form, the notice is given and effective on the date received by the shareholder.



     If requested by the person or persons lawfully calling such meeting, the secretary shall



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give
notice thereof at corporate expense. No notice need be sent to any shareholder if three successive
notices mailed to the last known address of such shareholder have been returned as undeliverable
until such time as another address for such shareholder is made known to the corporation by such
shareholder. In order to be entitled to receive notice of any meeting, a shareholder shall advise
the corporation in writing of any change in such shareholder’s mailing address as shown on the
corporation’s books and records.



     When a meeting is adjourned to another date, time or place, notice need not be given of the
new date, time or place if the new date, time or place of such meeting is announced before
adjournment at the meeting at which the adjournment is taken. At the adjourned meeting the
corporation may transact any business which may have been transacted at the original meeting. If
the adjournment is for more than 120 days, or if a new record date is fixed for the adjourned
meeting, a new notice of the adjourned meeting shall be given to each shareholder of record
entitled to vote at the meeting as of the new record date.



     A shareholder may waive notice of a meeting before or after the time and date of the meeting
by a writing signed by such shareholder. Such waiver shall be delivered to the corporation for
filing with the corporate records. Further, by attending a meeting either in person or by proxy, a
shareholder waives objection to lack of notice or defective notice of the meeting unless the
shareholder objects at the beginning of the meeting to the holding of the meeting or the
transaction of business at the meeting because of lack of notice or defective notice. By attending
the meeting, the shareholder also waives any objection to consideration at the meeting of a
particular matter not within the purpose or purposes described in the meeting notice unless the
shareholder objects to considering the matter when it is presented.



     Section 5. Fixing of Record Date. For the purpose of determining shareholders entitled to
(i) notice of or vote at any meeting of shareholders or any adjournment thereof, (ii)
receive distributions or share dividends, or (iii) demand a special meeting, or to make a
determination of shareholders for any other proper purpose, the board of directors may fix a future
date as the record date for any such determination of shareholders, such date in any case to 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 action requiring such determination of shareholders is to be
taken. If no record date is fixed by the board of directors, the record date shall be the date on
which notice of the meeting is mailed to shareholders, or the date on which the resolution of the
board of directors providing for a distribution is adopted, as the case may be. When a
determination of shareholders entitled to vote at any meeting of shareholders is made as provided
in this Section, such determination shall apply to any adjournment thereof unless the board of
directors fixes a new record date, which it must do if the meeting is adjourned to a date more than
120 days after the date fixed for the original meeting.



     Notwithstanding the above, the record date for determining the shareholders entitled to take
action without a meeting or entitled to be given notice of action so taken shall be the date the
corporation first receives a writing upon which the action is taken. The record date for
determining shareholders entitled to demand a special meeting shall be the date of the earliest of
any of the demands pursuant to which the meeting is called.



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     Section 6. Voting Lists. The secretary shall make, at the earlier of ten days before each
meeting of shareholders or two business days after notice of the meeting has been given, a complete
list of the shareholders entitled to be given notice of such meeting or any adjournment thereof.
The list shall be arranged by voting groups and within each voting group by class or series of
shares, shall be in alphabetical order within each class or series, and shall show the address of
and the number of shares of each class or series held by each shareholder. For the period beginning
the earlier of ten days prior to the meeting or two business days after notice of the meeting is
given and continuing through the meeting and any adjournment thereof, this list shall 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 be held. Such list shall be available for inspection on
written demand by any shareholder (including for the purpose of this Section 6 any holder of voting
trust certificates) or his agent or attorney during regular business hours and during the period
available for inspection. The original stock transfer books shall be prima facie evidence as to
the shareholders entitled to examine such list or to vote at any meeting of shareholders.



     Any shareholder, his agent or attorney may copy the list during regular business hours and
during the period it is available for inspection, provided (i) the shareholder has been a
shareholder for at least three months immediately preceding the demand or holds at least five
percent of all outstanding shares of any class of shares as of the date of the demand, (ii) the
demand is made in good faith and for a purpose reasonably related to the demanding shareholder’s
interest as a shareholder, (iii) the shareholder describes with reasonable particularity the
purpose and the records the shareholder desires to inspect, (iv) the records are directly connected
with the described purpose, and (v) the shareholder pays a reasonable charge covering the costs of
labor and material for such copies, not to exceed the estimated cost of production and
reproduction.



     Section 7. Recognition Procedure for Beneficial Owners. The board of directors may adopt by
resolution a procedure whereby a shareholder of the corporation may certify in writing to the
corporation that all or a portion of the shares registered in the name of such shareholder are held
for the account of a specified person or persons. The resolution may set forth (i) the types of
nominees to which it applies, (ii) the rights or privileges that the corporation will recognize in
a beneficial owner, which may include rights and privileges other than voting, (iii) the form of
certification and the information to be contained therein, (iv) if the certification is with
respect to a record date, the time within which the certification must be received by the
corporation, (v) the period for which the nominee’s use of the procedure is effective, and (vi)
such other provisions with respect to the procedure as the board of directors deems necessary or
desirable. Upon receipt by the corporation of a certificate complying with the procedure
established by the board of directors, the persons specified in the certification shall be deemed,
for the purpose or purposes set forth in the certification, to be the registered holders of the
number of shares specified in place of the shareholder making the certification.



     Section 8. Quorum and Manner of Acting. A majority of the votes entitled to be cast
on a matter by a voting group shall constitute a quorum of that voting group for action on the
matter. If less than a majority of such votes are represented at a meeting, a majority of the votes
so represented may adjourn the meeting from time to time without further notice, for a period not



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to exceed 120 days for any one adjournment. If a quorum is present at such adjourned meeting, any
business may be transacted which might have been transacted at the meeting as originally noticed.
The shareholders present at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum,
unless the meeting is adjourned and a new record date is set for the adjourned meeting.



     If a quorum exists, except as required by law or except as provided in the Articles of
Incorporation, except as provided in Section 2 of Article III and except as provided in Section 3
of Article VIII, action on a matter other than the election of directors by a voting group is
approved if the votes cast within the voting group favoring the action exceed the votes cast within
the voting group opposing the action.



     Section 9. Proxies. At all meetings of shareholders, a shareholder may vote by proxy by
signing an appointment form or similar writing, either personally or by his duly authorized
attorney-in-fact. A shareholder may also appoint a proxy by transmitting or authorizing the
transmission of a telegram, teletype, or other electronic transmission providing a written
statement of the appointment to the proxy, a proxy solicitor, proxy support service organization,
or other person duly authorized by the proxy to receive appointments as agent for the proxy, or to
the corporation. The transmitted appointment shall set forth or be transmitted with written
evidence from which it can be determined that the shareholder transmitted or authorized the
transmission of the appointment. The proxy appointment form or similar writing shall be filed with
the secretary of the corporation before or at the time of the meeting. The appointment of a proxy
is effective when received by the corporation and is valid for eleven months unless a different
period is expressly provided in the appointment 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 the original appointment for any purpose for which
the original appointment could be used.



     Revocation of a proxy does not affect the right of the corporation to accept the proxy’s
authority unless (i) the corporation had notice that the appointment was coupled with an interest
and notice that such interest is extinguished is received by the secretary or other officer or
agent authorized to tabulate votes before the proxy exercises his authority under the appointment,
or (ii) other notice of the revocation of the appointment is received by the secretary or other
officer or agent authorized to tabulate votes before the proxy exercises his authority under the
appointment. Other notice of revocation may, in the discretion of the corporation, be deemed to
include the appearance at a shareholders’ meeting of the shareholder who granted the proxy and 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 not affect the right of the
corporation to accept the proxy’s authority unless notice of the death or incapacity is received by
the secretary or other officer or agent authorized to tabulate votes before the proxy exercises
his authority under the appointment.



     The corporation shall not be required to recognize an appointment made irrevocable if it has
received a writing revoking the appointment signed by the shareholder (including a



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shareholder who
is a successor to the shareholder who granted the proxy) either personally or by his
attorney-in-fact, notwithstanding that the revocation may be a breach of an obligation of the
shareholder to another person not to revoke the appointment.



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



     Section 10. Voting of Shares. Each outstanding share, regardless of class shall be entitled
to one vote, except in the election of directors, and each fractional share shall be entitled to a
corresponding fractional vote on each matter submitted to a vote at a meeting of shareholders,
except to the extent that the voting rights of the shares of any class or classes are limited or
denied by the articles of incorporation as permitted by the Colorado Business Corporation Act.
Cumulative voting shall not be permitted in the election of directors or for any other purpose.
Each record holder of stock shall be entitled to vote in the election of directors and shall have
as many votes for each of the shares owned by him as there are directors to be elected and for
whose election he has the right to vote.



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



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



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



     Section 11. Corporation’s Acceptance of Votes. If the name signed on a vote, consent,
waiver, proxy appointment, or proxy appointment revocation corresponds to the name of a
shareholder, the corporation, if acting in good faith, is entitled to accept the vote, consent,
waiver, proxy appointment or proxy appointment revocation 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 correspond to the name of a shareholder, the corporation, if acting in good
faith, is nevertheless entitled to accept the vote, consent, waiver, proxy
appointment or proxy appointment revocation and to give it effect as the act of the shareholder if:



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



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     (ii) the name signed purports to be that of an administrator, executor, guardian or
conservator representing the shareholder and, if the corporation requests, evidence of fiduciary
status acceptable to the corporation has been presented with respect to the vote, consent, waiver,
proxy appointment or proxy appointment revocation;



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



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



     (v) two or more persons are the shareholder as co-tenants or fiduciaries and the name signed
purports to be the name of at least one of the co-tenants or fiduciaries, and the person signing
appears to be acting on behalf of all the co-tenants or fiduciaries; or



     (vi) the acceptance of the vote, consent, waiver, proxy appointment or proxy appointment
revocation is otherwise proper under rules established by the corporation that are not inconsistent
with this Section 11.



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



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



     Section 12. Meetings by Telecommunication. Any or all of the shareholders may participate in
an annual or special shareholders’ meeting by, or the meeting may be conducted through the use of,
any means of communication by which all persons participating in the meeting may hear each other
during the meeting. A shareholder participating in a meeting by this means is deemed to be present
in person at the meeting.



ARTICLE III




Board of Directors




     Section 1. General Powers. All corporate powers shall be exercised by or under the authority
of, and the business and affairs of the corporation shall be managed under, the direction



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of its
board of directors, except as otherwise provided in the Colorado Business Corporation Act or the
articles of incorporation.



     Section 2. Number, Qualifications and Tenure. The business and affairs of the corporation
shall be managed or be under the direction of the Board of Directors; and, subject to any
restrictions imposed by law, by the Articles of Incorporation, or by these Bylaws, the Board of
Directors may exercise all the powers of the corporation. The Board of Directors shall consist of
three (3) members, unless otherwise determined from time to time by resolution adopted by at least
80% of the votes entitled to be cast by each voting group entitled to vote thereon, or by unanimous
consent of the Board of Directors. No decrease shall affect the shortening of the term of any
incumbent director. Directors need not be residents of Colorado or shareholders of the corporation
absent provision to the contrary in the Articles of Incorporation or laws of the State of Colorado.



     Section 3. Removal of Directors. Any director or the entire Board of Directors may be
removed from office, at any time, but only for cause, at any special meeting of shareholders by the
affirmative vote of at least 80% of the votes entitled to be cast by each voting group entitled to
vote thereon at such meeting, if notice of the intention to act upon such matter shall have been
given in the notice calling such meeting. If the notice calling such meeting shall have so
provided, the vacancy caused by such removal may be filled at such meeting by the affirmative vote
of at least 80% of the shares of the votes entitled to be cast by each voting group entitled to
vote thereon.



     Section 4. Vacancies. Any director may resign at any time by giving written notice to the
corporation. Such resignation shall take effect at the time the notice is received by the
corporation unless the notice specifies a later effective date. Unless otherwise specified in the
notice of resignation, the corporation’s acceptance of such resignation shall not be necessary to
make it effective. Any vacancy on the board of directors may be filled by the affirmative vote of
a majority of the shareholders or the board of directors. If the directors remaining in office
constitute fewer than a quorum of the board of directors, the directors may fill the vacancy by the
affirmative vote of a majority of all the directors remaining in office. If elected by the
directors, the director shall hold office until the next annual shareholders’ meeting at which
directors are elected. If elected by the shareholders, the director shall hold office for the
unexpired term of his predecessor in office; except that, if the directors’ predecessor was elected
by the directors to fill a vacancy, the director elected by the shareholders shall hold office for
the unexpired term of the last predecessor elected by the shareholders.



     Section 5. Regular Meetings. A regular meeting of the board of directors shall be held
without notice immediately after and at the same place as the annual meeting of shareholders. The
board of directors may provide by resolution the time and place, either within or outside
Colorado, for the holding of additional regular meetings without other notice.



     Section 6. Special Meetings. Special meetings of the board of directors may be called by or
at the request of the chairman of the board, the president or any two directors. The person or
persons authorized to call special meetings of the board of directors may fix any place, either
within or outside Colorado, as the place for holding any special meeting of the board of directors




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called by them.




     Section 7. Notice. Notice of any special meeting shall be given at least two days prior to
the meeting by written notice either personally delivered or mailed to each director at his
business address, or by notice transmitted by telegraph, telex, electronically transmitted
facsimile or other form of wire or wireless communication. If mailed, such notice shall be deemed
to be given and to be effective on the earlier of (i) three days after such notice is deposited in
the United States mail, properly addressed, with postage prepaid, or (ii) the date shown on the
return receipt, if mailed by registered or certified mail return receipt requested. If notice is
given by telex, electronically transmitted facsimile or other similar form of wire or wireless
communication, such notice shall be deemed to be given and to be effective when sent and with
respect to a telegram, such notice shall be deemed to be given and to be effective when the
telegram is delivered to the telegraph company. If a director has designated in writing one or more
reasonable addresses or facsimile numbers for delivery of notice to him, notice sent by mail,
telegraph, telex, electronically transmitted facsimile or other form of wire or wireless
communication shall not be deemed to have been given or to be effective unless sent to such
addresses or facsimile numbers, as the case may be.



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



     Section 8. Quorum. A majority of the number of directors fixed pursuant to Section 2 of this
Article III shall constitute a quorum for the transaction of business at any meeting of the board
of directors.



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



     Section 9. Manner of Acting. Unless otherwise specified herein, the act of the majority of
the directors present at a meeting at which a quorum is present shall be the act of the board of
directors.



     Section l0. Compensation. By resolution of the board of directors, any director may be paid
any one or more of the following: his expenses, if any, of attendance at meetings, a fixed sum for
attendance at each meeting, a stated salary as director, or such other compensation as the board of
directors and the director may reasonably agree upon. No such payment shall preclude



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any director
from serving the corporation in any other capacity and receiving compensation therefor.




     Section 11. Presumption of Assent. A director of the corporation who is present at a meeting
of the board of directors or committee of the board of directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless (i) the director
objects at the beginning of the meeting, or promptly upon his later arrival, to the holding of the
meeting or the transaction of business at the meeting and does not thereafter vote for or assent to
any action taken at the meeting, (ii) the director contemporaneously requests that his dissent or
abstention as to any specific action taken be entered in the minutes of the meeting, or (iii) the
director causes written notice of his dissent or abstention as to any specific action to be
received by the presiding officer of the meeting before its adjournment or by the corporation
promptly after the adjournment of the meeting. A director may dissent to a specific action at a
meeting, while assenting to others. The right to dissent to a specific action taken at a meeting of
the board of directors or a committee of the board of directors shall not be available to a
director who voted in favor of such action.



     Section 12. Committees. By resolution adopted by a majority of all the directors in office
when the action is taken, the board of directors may designate from among its members an executive
committee and one or more other committees, and appoint one or more members of the board of
directors to serve on them. To the extent provided in the resolution, each committee shall have
all the-authority of the board of directors, except that no such committee shall have
the authority to (i) authorize distributions, (ii) approve or propose to shareholders actions or
proposals required by the Colorado Business Corporation Act to be approved by shareholders, (iii)
fill vacancies on the board of directors or any committee thereof, (iv) amend articles of
incorporation, (v) adopt, amend or repeal the bylaws, (vi) approve a plan of merger not requiring
shareholder approval, (vii) authorize or approve the reacquisition of shares unless pursuant to a
formula or method prescribed by the board of directors, or (viii) authorize or approve the issuance
or sale of shares, or contract for the sale of shares or determine the designations and relative
rights, preferences and limitations of a class or series of shares, except that the board of
directors may authorize a committee or officer to do so within limits specifically prescribed by
the board of directors. The committee shall then have full power within the limits set by the
board of directors to adopt any final resolution setting forth all preferences, limitations and
relative rights of such class or series and to authorize an amendment of the articles of
incorporation stating the preferences, limitations and relative rights of a class or series for
filing with the Secretary of State under the Colorado Business Corporation Act.



     Sections 5, 6, 7, 8 and 13 of Article III, which govern meetings, notice, waiver of notice,
quorum, voting requirements and action without a meeting of the board of directors, shall apply to
committees and their members appointed under this Section 12.



     Neither the designation of any such committee, the delegation of authority to such committee,
nor any action by such committee pursuant to its authority shall alone constitute compliance by any
member of the board of directors or a member of the committee in question with his responsibility
to conform to the standard of care set forth in Article III Section 15 of these bylaws.



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     Section 13. Informal Action by Directors. Any action required or permitted to be taken at a
meeting of the directors or any committee designated by the board of directors may be taken without
a meeting if a written consent (or counterparts thereof) that sets forth the action so taken is
signed by all of the directors or committee members entitled to vote with respect to the action
taken. Such consent shall have the same force and effect as a unanimous vote of the directors or
committee members and may be stated as such in any document. Unless the consent specifies a
different effective date, action taken under this Section 13 is effective at the time the last
director signs a writing describing the action taken, unless, before such time, any director has
revoked his consent by a writing signed by the director and received by the president or the
secretary of the corporation.



     Section 14. Telephonic Meetings. The board of directors may permit any director (or any
member of a committee designated by the board of directors) to participate in a regular or special
meeting of the board of directors or a committee thereof through the use of any means of
communication by which all directors participating in the meeting can hear each other during the
meeting. A director participating in a meeting in this manner is deemed to be present in person at
the meeting.



     Section 15. Standard of Care. A director shall perform his duties as a director, including
without limitation his duties as a member of any committee of the board of directors, in good
faith, in a manner he reasonably believes to be in the best interests of the corporation, and with
the care an ordinarily prudent person in a like position would exercise under similar
circumstances. In performing his duties, a director shall be entitled to rely on information,
opinions, reports or statements, including financial statements and other financial data, in each
case prepared or presented by the persons herein designated. However, he shall not be considered to
be acting in good faith if he has knowledge concerning the matter in question that would cause such
reliance to be unwarranted. A director shall not be liable to the corporation or its shareholders
for any action he takes or omits to take as a director if, in connection with such action or
omission, he performs his duties in compliance with this Section 15.



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



ARTICLE IV




Officers and Agents




     Section 1. General. The officers of the corporation shall be a chief executive officer, a
president, a secretary and a treasurer, each of whom shall be a natural person eighteen years of
age or older. The board of directors or an officer or officers authorized by the board of
directors may appoint such other officers, assistant officers, committees and agents, assistant
secretaries



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and assistant treasurers, as they may consider necessary. The board of directors or
the officer or officers authorized by the board of directors shall from time to time determine the
procedure for the appointment of officers, their term of office, their authority 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 of directors, such
officer, agent or employee shall follow the orders and instructions of the president of the
corporation.




     Section 2. Appointment and Term of Office. The officers of the corporation shall be
appointed by the board of directors at each annual meeting of the board of directors held after
each annual meeting of the shareholders. If the appointment of officers is not made at such
meeting or if an officer or officers are to be appointed by another officer or officers of the
corporation, such appointments shall be made as soon thereafter as conveniently possible. Each
officer shall hold office until the first of the following occurs: his successor shall have been
duly appointed and qualified, his death, his resignation, or his removal in the manner provided in
Article IV, Section 3.



     Section 3. Resignation and Removal. An officer may resign at any time by giving written
notice of resignation to the corporation. The resignation is effective when the notice is received
by the corporation unless the notice specifies a later effective date.



     Any officer or agent may be removed at any time with or without cause by the board of
directors or an officer or officers authorized by the board of directors or by the shareholders.
Such removal does not affect the contract rights, if any, of the corporation or of the person so
removed. The appointment of an officer or agent shall not in itself create contract rights.



     Section 4. Vacancies. A vacancy in any office, however occurring, may be filled by the board
of directors, or by the officer or officers authorized by the board of directors, for the unexpired
portion of the officer’s term. If an officer resigns and his resignation is made effective at a
later date, the board of directors, or officer or officers authorized by the board of directors,
may permit the officer to remain in office until the effective date and may fill the pending
vacancy before the effective date if the board of directors or officer or officers authorized by
the board of directors provide that the successor shall not take office until the effective date.
In the
alternative, the board of directors, or officer or officers authorized by the board of directors,
may remove the officer at any time before the effective date and may fill the resulting vacancy.



     Section 5. Chairman of the Board. The chairman of the board of directors, if appointed and if
available, or if not appointed or not available, the chief executive officer, or if not appointed
or not available, the president, shall preside at all meetings of the stockholders and of the board
of directors.



     Section 6. Chief Executive Officer. The chief executive officer shall be subject to the
control of the board of directors, and shall in general supervise and control all business and
affairs of the corporation. The chief executive officer may sign, with the secretary or any other
proper officer of the corporation thereunto authorized by the board of directors, certificates for
shares of the corporation, deeds, mortgages, bonds, contracts, and other obligations in the name



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of
the corporation, which the board of directors has authorized to be executed, except in cases where
the signing and execution thereof shall be expressly delegated by the board of directors or by
these bylaws to some other officer or agent of the corporation, or shall be required by law to be
otherwise signed and executed; and in general shall perform all duties incident to the office of
chief executive officer and such other duties as may be prescribed by the board of directors from
time to time.




     Section 7. President. The president shall assist the chairman of the board and the chief
executive officer and shall perform such duties as may be assigned to him by the chairman of the
board, the chief executive officer or by the board of directors.



     Section 8. Chief Operating Officer. The chief operating officer, if appointed, shall be in
charge of the actual day-to-day operations of the business of the corporation.



     Section 9. Vice Presidents. If appointed, the vice presidents shall assist the chairman of
the board, the chief executive officer and the president and shall perform such duties as may be
assigned to them by the chairman of the board, the chief executive officer and the president or by
the board of directors. In the absence of the chairman of the board, the chief executive officer
and the president, the vice president, if any (or, if more than one, the vice presidents in the
order designated by the board of directors, or if the board of directors makes no such designation,
then the vice president designated by the chairman of the board, the chief executive officer or by
the president, or if neither the board of directors, the chairman of the board, the chief executive
officer nor the president makes any such designation, the senior vice president as determined by
first election to that office), shall have the powers and perform the duties of the chairman of the
board, the chief executive officer and the president.



     Section 10. Secretary. The secretary shall (i) prepare and maintain as permanent records the
minutes of the proceedings of the shareholders and the board of directors, a record of all actions
taken by the shareholders or board of directors without a meeting, a record of all actions taken by
a committee of the board of directors in place of the board of directors on behalf of the
corporation, and a record of all waivers of notice of meetings of shareholders and of the board of
directors or any committee thereof, (ii) see that all notices are duly given in accordance with the
provisions of these bylaws and as required by law, (iii) serve as custodian of the corporate
records and of the seal of the corporation and affix (the seal to all documents when authorized by
the board of directors, (iv) keep at the corporation’s registered office or principal place of
business a record containing the names and addresses of all shareholders in a form that permits
preparation of a list of shareholders arranged by voting group and by class or series of shares
within each voting group, that is alphabetical within each class or series and that shows the
address of, and the number of shares of each class or series held by, each shareholder, unless such
a record shall be kept at the office of the corporation’s transfer agent or registrar, (v) maintain
at the corporation’s principal office the originals or copies of the corporation’s articles of
incorporation, bylaws, minutes of all shareholders’ meetings and records of all action taken by
shareholders without a meeting for the past three years, all written communications within the past
three years to shareholders as a group or to the holders of any class or series of shares as a
group, a list of the names and business addresses of the current directors and officers, a copy of
the corporation’s most recent corporate report filed with the Secretary of State, and financial



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statements showing in reasonable detail the corporation’s assets and liabilities and results of
operations for the last three years, (vi) have general charge of the stock transfer books of the
corporation, unless the corporation has a transfer agent, (vii) authenticate records of the
corporation, and (viii) in general, perform all duties incident to the office of secretary and such
other duties as from time to time may be assigned to him by the chief executive officer, the
president or by the board of directors. Assistant secretaries, if any, shall have the same duties
and powers as the secretary, subject to supervision by the secretary. The directors and/or
shareholders may however respectively designate a person other than the secretary or assistant
secretary to keep the minutes of their respective meetings.




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



     Section 11. Treasurer. The treasurer shall be the principal financial officer of the
corporation, shall have the care and custody of all funds, securities, evidences of indebtedness
and other personal property of the corporation and shall deposit the same in accordance with the
instructions of the board of directors. He shall receive and give receipts and acquittances for
money paid in on account of the corporation, and shall pay out of the corporation’s funds on hand
all bills, payrolls and other just debts of the corporation of whatever nature upon maturity. He
shall perform all other duties incident to the office of the treasurer and, upon request of the
board of directors, shall make such reports to it as may be required at any time. He shall, if
required by the board of directors, give the corporation a bond in such sums and with such sureties
as shall be satisfactory to the board of directors, conditioned upon the faithful performance of
his duties and for the restoration to the corporation of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging to the
corporation. He shall have such other powers and perform such other duties, as may from time to
time be prescribed by the board of directors, the chief executive officer or the president. The
assistant treasurers, if any, shall have the same powers and duties as the treasurer, subject to
the supervision of the treasurer.



     The treasurer shall also be the principal accounting officer of the corporation. He shall
prescribe and maintain the methods and systems of accounting to be followed, keep complete
books and records of account as required by the Colorado Business Corporation Act, prepare and file
all local, state and federal tax returns, prescribe and maintain an adequate system of internal
audit and prepare and furnish to the chief executive officer, the president and the board of
directors statements of account showing the financial position of the corporation and the results
of its operations.



ARTICLE V




Stock




     Section 1. Certificates. The board of directors shall be authorized to issue any of its
classes of shares with or without certificates, provided that the board of directors may provide by
resolution or resolutions that some or all of any or all classes or series of the corporation’s
stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by
a



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certificate until such certificate is surrendered to the corporation. Notwithstanding the
adoption of such a resolution by the board of directors, every holder of stock represented by a
certificate or certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate or certificates representing the number of shares of stock owned by
him in the corporation registered in certificate form. If the shares are represented by
certificates, such shares shall be represented by consecutively numbered certificates signed,
either manually or by facsimile, in the name of the corporation by the chief executive officer or
the president and by the secretary or by one or more other persons designated by the board of
directors. In case any officer who has signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be such officer before such certificate is issued, such
certificate may nonetheless be issued by the corporation with the same effect as if he were such
officer at the date of its issue. Certificates of stock shall be in such form and shall contain
such information consistent with the law as shall be prescribed by the board of directors. If
shares are not represented by certificates, within a reasonable time following the issue or
transfer of such shares, the corporation shall send the shareholder a complete written statement of
all of the information required to be provided to holders of uncertificated shares by the Colorado
Business Corporation Act. Except as otherwise provided by law, the rights and obligations of
holders of uncertificated shares and the rights and obligations of the holders of certificated
shares of the same class and series shall be identical.




     Section 2. Consideration for Shares. Certificated or uncertificated shares shall not be
issued until the shares represented thereby are fully paid. The board of directors may authorize
the issuance of certificated or uncertificated shares for consideration consisting of any tangible
or intangible property of benefit to the corporation, including cash, promissory notes, services
performed or other securities of the corporation. Future services shall not constitute payment or
partial payment for shares of the corporation. The promissory note of a subscriber or an affiliate
of a subscriber shall not constitute payment or partial payment for shares of the corporation
unless the note is negotiable and is secured by collateral, other than the shares being purchased,
having a fair market value at least equal to the principal amount of the note. For purposes of
this Section 2, “promissory note” means a negotiable instrument on which there is an obligation to
pay independent of collateral and does not include a non-recourse note.



     Section 3. Lost Certificates. In case of the alleged loss, destruction or mutilation of a
certificate of stock, the board of directors may direct the issuance of a new certificate or may
register uncertificated shares in lieu thereof upon such terms and conditions in conformity with
law as the board of directors may prescribe. The board of directors may in its discretion require
an affidavit of lost certificate and/or a bond in such form and amount and with such surety as it
may determine before issuing a new certificate or registering uncertificated shares.



     Section 4. Transfer of Shares. Transfer of shares shall be made only on the books of the
corporation by the registered holder thereof, or by such holder’s attorney thereunto authorized by
power of attorney and filed with the Secretary of the corporation or a transfer agent of the
corporation. If such shares are certificated, upon surrender to the corporation or to a transfer
agent of the corporation of a certificate of stock duly endorsed or accompanied by proper evidence
of succession, assignment or authority to transfer, and receipt of such documentary stamps as may
be required by law and evidence of compliance with all applicable



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securities laws and other
restrictions, the corporation shall issue a new certificate or register uncertificated shares
to the person entitled thereto, and cancel the old certificate. Upon the receipt of proper
transfer instructions of uncertificated shares by the holders thereof in person or by their duly
authorized attorney, such uncertificated shares shall be cancelled and the corporation shall issue
new equivalent certificated shares or register uncertificated shares to the person entitled
thereto. Every such transfer of certificated or uncertificated shares shall be entered on the
stock books of the corporation which shall be kept at its principal office or by the person and the
place designated by the board of directors.




     Except as otherwise expressly provided in Article II, Sections 7 and 11, and except for the
assertion of dissenters’ rights to the extent provided in Article 113 of the Colorado Business
Corporation Act, the corporation shall be entitled to treat the registered holder 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 other claim to, or interest in, such shares or rights deriving from
such shares on the part of any person other than the registered holder, including without
limitation any purchaser, assignee or transferee of such shares or rights deriving from such
shares, unless and until such other person becomes the registered holder of such shares, whether or
not the corporation shall have either actual or constructive notice of the claimed interest of such
other person.



     Section 5. Transfer Agent, Registrars and Paying Agents. The board of directors may at its
discretion appoint one or more transfer agents, registrars and agents for making payment upon any
class of stock, bond, debenture or other security of the corporation. Such agents and registrars
may be located either within or outside Colorado. They shall have such rights and duties and shall
be entitled to such compensation as may be agreed.



ARTICLE VI




Indemnification of Certain Persons




     Section 1. Indemnification. For purposes of Article VI, a “Proper Person” means any person
who was or is a party or is threatened to be made a party to any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether
formal or informal, by reason of the fact that he is 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 domestic profit
or nonprofit corporation or of any partnership, joint venture, trust, profit or nonprofit
unincorporated association, limited liability company, or other enterprise or employee benefit
plan. The corporation shall indemnify any Proper Person against reasonably incurred expenses
(including attorneys’ fees), judgments, penalties, fines (including any excise tax assessed with



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respect to an employee benefit plan) and amounts paid in settlement reasonably incurred by him in
connection with such action, suit or proceeding if it is determined by the groups set forth in
Section 4 of this Article VI that he conducted himself in good faith and that he reasonably
believed (i) in the case of conduct in his official capacity with the 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 least not opposed to the corporation’s best interests, or (iii) in the case of
any criminal proceeding, that he had no reasonable cause to believe his conduct was unlawful. A
Proper Person will be deemed to be acting in his official capacity while acting as a director,
officer, employee or agent on behalf of this corporation and not while acting on this corporation’s
behalf for some other entity.




     No indemnification shall be made under this Article VI to a Proper Person with respect to any
claim, issue or matter in connection with a proceeding by or in the right of a corporation in which
the Proper Person was adjudged liable to the corporation or in connection with any proceeding
charging that the Proper Person derived an improper personal benefit, whether or not involving
action in an official capacity, in which he was adjudged liable on the basis that he derived an
improper personal benefit. Further, indemnification under this Section in connection with a
proceeding brought by or in the right of the corporation shall be limited to reasonable expenses,
including attorneys’ fees, incurred in connection with the proceeding.



     Section 2. Right to Indemnification. The corporation shall indemnify any Proper Person who
was wholly successful, on the merits or otherwise, in defense of any action, suit, or proceeding as
to which he was entitled to indemnification under Section 1 of this Article VI against expenses
(including attorneys’ fees) reasonably incurred by him in connection with the proceeding without
the necessity of any action by the corporation other than the determination in good faith that the
defense has been wholly successful.



     Section 3. Effect of Termination of Action. The termination of any action, suit or
proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its
equivalent shall not of itself create a presumption that the person seeking indemnification did not
meet the standards of conduct described in Section 1 of this Article VI. Entry of a judgment, by
consent as part of a settlement shall not be deemed an adjudication of liability, as described in
Section 2 of this Article VI.



     Section 4. Groups Authorized to Make Indemnification Determination. Except where there is a
right to indemnification as set forth in Sections 1 or 2 of this Article VI or where
indemnification is ordered by a court in Section 5 of this Article VI, any indemnification shall be
made by the corporation only as authorized in the specific case upon a determination by a proper
group that indemnification of the Proper Person is permissible under the circumstances because he
has met the applicable standards of conduct set forth in Section 1 of this Article VI. This
determination shall be made by the board of directors by a majority vote of those present at a
meeting at which a quorum is present, which quorum shall consist of directors not parties to the
proceeding (“Quorum”). If a Quorum cannot be obtained, the determination shall be made by a
majority vote of a committee of the board of directors designated by the board, which committee
shall consist of two or more directors not parties to the proceeding, except that directors who are
parties to the proceeding may participate in the designation of directors for the committee. If a



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Quorum of the board of directors cannot be obtained and the committee cannot be established, or
even if a Quorum is obtained or the committee is designated and a majority of the directors
constituting such Quorum or committee so directs, the determination shall be made by (i)
independent legal counsel selected by a vote of the board of directors or the committee in the
manner specified in this Section 4 or, if a Quorum of the full board of directors cannot be
obtained and a committee cannot be established, by independent legal counsel selected by a majority
vote of the fall board of directors (including directors who are parties to the action) or (ii) a
vote of the shareholders.




     Section 5. Court-Ordered Indemnification. Any Proper Person may apply for indemnification to
the court conducting the proceeding or to another court of competent jurisdiction for mandatory
indemnification under Section 2 of this Article VI, including indemnification for reasonable
expenses incurred to obtain court-ordered indemnification. If the court determines that such Proper
Person is fairly and reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not he met the standards of conduct set forth in Section 1 of this
Article VI or was adjudged liable in the proceeding, the court may order such indemnification as
the court deems proper except that if the Proper Person has been adjudged liable, indemnification
shall be limited to reasonable expenses incurred in connection with the proceeding and reasonable
expenses incurred to obtain court-ordered indemnification.



     Section 6. Advance of Expenses. Reasonable expenses (including attorneys’ fees) incurred in
defending an action, suit or proceeding as described in Section 1 of this Article VI may be paid by
the corporation to any Proper Person in advance of the final disposition of such action, suit or
proceeding upon receipt of (i) a written affirmation of such Proper Person’s good faith belief that
he has met the standards of conduct prescribed by Section 1 of this Article VI, (ii) a written
undertaking, executed personally or on the Proper Person’s behalf, to repay such advances if it is
ultimately determined that he did not meet the prescribed standards of conduct (the undertaking
shall be an unlimited general obligation of the Proper Person but need not be secured and may be
accepted without reference to financial ability to make repayment), and (iii) a determination is
made by the proper group (as described in Section 4 of this Article VI) that the
facts as then known to the group would not preclude indemnification. Determination and
authorization of payments shall be made in the same manner specified in Section 4 of this Article
VI.



     Section 7. Witness Expenses. The sections of this Article VI do not limit the corporation’s
authority to pay or reimburse expenses incurred by a director in connection with an appearance as a
witness in a proceeding at a time when he has not been made a named defendant or respondent in the
proceeding.



     Section 8. Report to Shareholders. Any indemnification of or advance of expenses to a
director in accordance with this Article VI, if arising out of a proceeding by or on behalf of the
corporation, shall be reported in writing to the shareholders with or before the notice of the next
shareholders’ meeting. If the next shareholder action is taken without a meeting at the
instigation of the board of directors, such notice shall be given to the shareholders at or before
the time the first shareholder signs a writing consenting to such action.



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ARTICLE VII




Provision of Insurance




     By action of the board of directors, notwithstanding any interest of the directors in the
action, the corporation may purchase and maintain insurance, in such scope and amounts as the board
of directors deems appropriate, 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 at the request of the corporation as a
director, officer, partner, trustee, employee, fiduciary or agent of any other foreign or domestic
corporation or of any partnership, joint venture, trust, profit or nonprofit unincorporated
association, limited liability company or other enterprise or employee benefit plan, against any
liability asserted against, or incurred by, him in that capacity or arising out of his status as
such, whether or not the corporation would have the power to indemnify him against such liability
under the provisions of Article VI or applicable law. Any such insurance may be procured from any
insurance company designated by the board of directors of the corporation, whether such insurance
company is formed under the laws of Colorado or any other jurisdiction of the United States or
elsewhere, including any insurance company in which the corporation has an equity interest or any
other interest, through stock ownership or otherwise.



ARTICLE VIII




Miscellaneous




     Section 1. Seal. The corporate seal of the corporation shall be circular in form and shall
contain the name of the corporation and the words, “Seal, Colorado.”



     Section 2. Fiscal Year. The fiscal year of the corporation shall be as established by the
board of directors.



     Section 3. Amendments. Except as hereinafter stated, the board of directors shall have
power, to the maximum extent permitted by the Colorado Business Corporation Act, to make, amend and
repeal the bylaws of the corporation at any regular or special meeting of the board of directors
unless the shareholders, in making, amending or repealing a particular bylaw, expressly provide
that the directors may not amend or repeal such bylaw. The directors may not amend Sections 2 or 3
of Article III, Article VI or Section 3 of Article VIII of the bylaws. Sections 2 and 3 of Article
Ill, Article VI and Section 3 of Article VIII of the bylaws can only be amended or repealed by 80%
of the votes of the shareholders entitled to be cast thereon. The shareholders also shall have the
power to make, amend or repeal the bylaws of the corporation at any annual meeting or at any
special meeting called for that purpose.



     Section 4. Gender. The masculine gender is used in these bylaws as a matter of convenience
only and shall be interpreted to include the feminine and neuter genders as the circumstances
indicate.



     Section 5. Conflicts. In the event of any irreconcilable conflict between these bylaws and
either the corporation’s articles of incorporation or applicable law, the latter shall control.



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     Section 6. Definitions. Except as otherwise specifically provided in these bylaws, all terms
used in these bylaws shall have the same definition as in the Colorado Business Corporation Act.




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