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<br />requiring a seal. He shall keep in the manner prescribed by the Board of Directors all the <br />accounts of the Company in books to be provided for that purpose. He shall discharge such <br />other duties as pertain to his offiee and as shall be prescribed by the Board of Directors. On <br />the 31st of December of each year he shall submit to the Board of Directors a complete <br />statement of his accounts for the past year with proper vouchers for their information, and <br />such accounts and vouchers shall be referred to an auditing committee of three shareholders, <br />appointed by the Board of Directors who shall make its report thereon to the annual meeting <br />of stockholders. <br /> <br />BOARD OF DIRECTORS <br /> <br />Section 4. The Board of Directors shall have the power: 1st. To call meetings of the <br />stockholders whenever they deem it necessary, giving notice as provided in Section 2 and 4 of <br />Article III, and they shall call meetings of stockholders at any time upon a written request of <br />persons representing one-third of the shares issued. 2nd. To appoint and remove at pleasure <br />all employees and agents of the Company, prescribe their duties, fix their compensation and <br />require from them security for the faithful performance of their duties. 3rd. To make rules <br />and regulations not inconsistent with the laws of the state of Colorado or the Articles of <br />Incorporation or by-laws of the Company, for the guidance of the officers and management of <br />the affairs of the Company. 4th. To forfeit and sell the shares of stock, which are delinquent <br />on account of unpaid assessments. 5th. To collect any and all assessments as may be levied <br />for the uses of the Company. 6th. To incur such indebtedness as they may deem necessary ./ <br />for carrying out the objects and purposes of the Company, and to authorize the President and <br />Secretary of the Company to make the note or notes of the Company with which to raise <br />money to pay said indebtedness; to borrow money for the purpose of carrying out the objects <br />and purposes of the Company and to authorize the President and Secretary to execute and <br />deliver the promissory note or notes of the Company therefor, and to execute and deliver the <br />mortgage or trust deed of the Company conveying all or any part of the franchises and <br />property of the Company as security therefor. <br />Section 5. It shall be the duty of the Board of Directors: 1st. To cause to be kept a <br />complete record of all their meetings and acts, also of the proceedings of the stockholders, <br />present a full statement at the regular annual meeting of the stockholders, showing in detail <br />the assets and liabilities of the Company, and generally the condition of its affairs. A similar <br />statement shall be presented at any other meeting of the stockholders when thereto previously <br />requested by persons representing at least one-third of the shares of stock issued. 2nd. To <br />supervise all the acts of the officers and employees, require the Secretary and Treasurer to <br />keep full and accurate books and accounts, and to prescribe the form and mode of keeping <br />such books. 3rd. To allow the assessments to be paid, in labor or money, or both, and <br />preference for labor to be given to those who owe assessments. 4th. To audit and adjust all <br />bills and accounts against the Company; and such as are allowed, to direct payment thereof. <br />Section 6. [Added 1/31/87; Amended 1/26/01] This organization will indemnify all <br />directors and officers for any liability incurred as a result of their conduct relating to or <br />connected with the affairs of the organization, including all costs, attorney fees, and expenses, <br />to the full extent such indemnification is allowed by law. This by-law shall supersede all <br />previously adopted resolutions concerning such indemnification. <br /> <br />3 <br />