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<br />I <br />..~ <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />. <br />I <br />I <br />I <br />I <br />I <br />I <br />.. <br />I <br />I <br /> <br />Section 11. Compensation. By resolution of the <br />Board of Directors, each director may be paid his expenses, if <br />any, of attendance at each meeting of the Board of Directors, <br />and may be paid a stated salary as director or a fixed sum for <br />attendance at each meeting of the Board of Directors or both. <br />No such payment shall preclude any director from serving the <br />corporation in any other capacity and receiving compensation <br />therefor. <br /> <br />Section 12. Presumption of Assent. A director of <br />the corporation who is present at a meeting of the Board of <br />Directors at which action on any corporate matter is taken <br />shall be presumed to have assented to the action taken unless <br />the director's dissent is entered in the minutes of the meeting <br />or unless the director shall file a written dissent to the <br />action with the person acting as the secretary of the meeting <br />before the adjournment thereof or forwards the dissent by <br />registered mail to the secretary of the corporation immediately <br />after the adjournment of the meeting. The right to dissent <br />shall not apply to a director who voted in favor of the action. <br /> <br />Section 13. Executive and Other Conunittees. The <br />Board of Directors by resolution may designate from among its <br />members an executive committee and one or more other committees <br />each of which, to'. the extent provided in the resolution, shall <br />have all of the authority of the Board of Directors, except as <br />otherwise provided by the Colorado Corporation Code. <br /> <br />ARTICLE IV <br /> <br />Officers <br /> <br />Section 1. Number and Qualifications. The principal <br />officers of the corporation.shall be a president, a secretary, <br />and a treasurer, each of whom shall be elected by the Board of <br />Directors. Other officers (including one or more vice presi- <br />dents), assistant officers, agents, and employees that the <br />Board of Directors may deem necessary may be elected by the <br />Board or may be appointed in a manner prescribed by these <br />bylaws. Any two or more offices may be held by the same <br />person, except the offices of president and secretary. The <br />officers of the corporation shall be natural persons, eighteen <br />years of age or older. <br /> <br />Section 2. $lection and Term of Office. The princi- <br />pal officers of the corporation to be elected by the Board of <br />Directors shall be elected annually by vote of the Board of <br />Directors at the first meeting of the Board of Directors held <br />after each annual meeting of the shareholders. Officers shall <br />hold office until their successors shall have been elected, <br /> <br />-8- <br />