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,l. i .~ Section 1. General Powers. The business and affairs of the corporation shall be managed by its board of directors, except as otherwise provided by applicable statute or by the Articles of Incorporation. . ~. ,. .. ", Ii Section 2. Performance of Duties. Adiractor of the corporation shall perform his or her dut~es as a director, including his or her duties as a member of any committee of the board upon which he or she may serve. in good faith. in a manner he or she reasonably believes to be in the best interests of the corporation. and with such jUdgment as an ordinarily prudent person in a like position would use under similar circumstances_ In performing his or her 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 persons or groups listed in subsections 2.1. 2.2 and 2.3 of this Section 2, Article III; but he or she shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who so performs his or her duties shall not have any liability by reason of being or having been a director of the corporation. Those persons and groups on whose information. opinion. reports, and statements a director is entitled to rely upon are: 2.1. One or more officers or employees of the cOrporation wham the director reasonably believes to be reliable and competent in the matters presented; 2.2. Counsel, public matters which the director reasonably professional or expert competence; or accountants, or other persons as to believes to be within such persons' -' I .1 , i ~ ! 2.3. A committee of the board upon which he or she does not serve, duly designated in accordance with the provision of the Articles of Incorporation or the By-Laws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence. ., .i I :j Section 3. Number, Tenure and Qualifications.~ The number of directors of the corporation shall not be less than five nor more than seven as determined from time to time by resolution of the board of directors. Each year. up to four directors may be replaced, however, there shall always be at least two directors who remain from the previous board on the new board. The initial board of directors, as designated by the Articles. of Incorporation, shall consist of seven directors. No director shall serve for more than 2 consecutive :l i ., i i 'J f .; .i ., i! ,1 I ~ ',f years. Section 5. Vacancies. Any director may resign at any time by giving written notice to the president or to the secretary of the corporation. Such resignation sha~l take effect at the time specified therein, but not ret~actively; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring in the board of directors may be filled by the remaining directors though less than a quorum. A director elected vacancy shall be elected for the unexpired term of his/her predecessor office. Any directorship to be filled by reason of an increase in the directors shall be fi~led by election by the shareholder members at an meeting or at a special meeti?g called for that purpose. Section 6. ~em0val. Any director or directors of the corporation may be removed at any time; with or without cause, in the manner provided in the Colorado Non-PrOfit Corporation Act. ~ /'