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ARTICLE III <br />BOARD OF DIRECTORS <br />Section 3.1 - GENERAL POWERS. The business and affairs of the corporation shall be <br />managed by its Board of Directors. <br />Section 3.2 - PERFORMANCE OF DUTIES. A director of the corporation shall perform <br />his or her duties as a director, including his or her duties as a member of any committee of the <br />board upon which he or she may serve, in good faith, in a manner he or she reasonably believes <br />to be in the best interests of the corporation, and with such judgment as an ordinarily prudent <br />person in a like position would use under similar circumstances. In performing his or her duties, <br />a director shall be entitled to rely on information, opinions, reports, or statements, including <br />financial statements and other financial data, in each case prepared or presented by persons and <br />groups listed in paragraphs (a), (b), and (c) of this Section 3.2; but he or she shall not be <br />considered to be acting in good faith if he or she has knowledge concerning the matter in <br />question that would cause such reliance to be unwarranted. A person who so performs his or her <br />duties shall not have any liability by reason of being or having been a director of the corporation. <br />Those persons and groups on whose information, opinions, reports, and statements a director is <br />entitled to rely upon are: <br />a. One or more officers or employees of the corporation whom the director <br />reasonably believes to be reliable and competent in the matters presented; <br />b. Counsel. public accountants, or other persons as to matters which the <br />director reasonably believes to be within such persons' professional or expert competence; or <br />C. A committee of the board upon which he or she does not serve, duly <br />designated in accordance with the provision of the Articles of Incorporation or the Bylaws, as to <br />matters within its designated authority, which committee the director reasonably believes to merit <br />confidence. <br />Section 3.3 - NUMBER. TENURE AND QUALIFICATIONS. The number of directors <br />of the corporation shall initially be five (5) and shall be fixed from time to time by resolution of <br />the Board of Directors. Each director shall hold office until his or her successor shall have been <br />appointed and qualified. Directors shall be natural persons. eighteen years of age or older, but <br />need not be residents of the State of Colorado or members of the corporation. <br />Section 3.4 - REGULAR MEETINGS. The Board of Directors shall provide, by <br />resolution, the time and place, either within or without the State of Colorado, for the holding of <br />regular meetings without other notice than such resolution. <br />Section 3.5 - SPECIAL MEETINGS. Special meetings of the Board of Directors may be <br />called by or at the request of the President or any two directors. The person or persons authorized <br />to call special meetings of the Board of Directors may fix any place, within the State of <br />Colorado, as the place for holding any special meeting of the Board of Directors called by them. <br />3 <br />