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,. ., ' ,. <br />Colorado. The corporation shall have and may exercise all powers necessary ox convenient to <br />. affect any of the purposes for which the corporation has organized <br />ARTICLE IV <br />. _ Membership and Capital Stock . <br />4.1 Membership Qualifications, 'The corporation shall have one class of members <br />and the qualifications and rights of the members shall be further set forth in the bylaws.. Any <br />person or entity owning capital stock in the corporation, as reflected in. the corporation's records, <br />. shall be a member. <br />4.2 Capital Stock. 'The aggregate number of shares of <br />capital stock that the <br />corporation is authorized to issue is one thousand (1,000) shares of common stock with no par <br />value. The capital stock, including both authorized but previously unissued shares as well as <br />treasury shares, may be issued for consideration as shall be fixed from time to time by the board <br />. of directors. The consideration for the issuance of the shares. may be paid, in whole or in part; in <br />money, or other property, tangible or intangible, or is labor or services actually performed for the <br />corporation, according to the laws of the State of Colorado. In the absence of fraud in the <br />transaction; the judgmen# ~of the board of direct©rs shall be conclusive as to the value of <br />consideration received No certifirate shall .be issued for any share until such share is fully paid, <br />Each holder of shares shall be entitled to a certificate signed by the President or any Vice- <br />President and the Secretary of the corporation, certifying the number-of shares owned by him or <br />her. The certificate shall comply with the laws of the State of Colorado on the date of its <br />issuance. Shares shall only be transferable only on the books of the corporation upon surrender <br />of the certificate ar certificates --representing the .shares, .properly endorsed. The corporation may <br />chazge a reasonable fee .and all costs incurred in any transfer. <br />4.3 _Riahts of Membership The rights and interests of members shall be determined <br />in proportion to their business in the corporation. A member's business in the corporation shall <br />be determined exclusively by his or her share ownership on a pro rata basis. 'Therefore; a. <br />member owning one share of capital stock in the corporation shall be deemed to engage in <br />1/1000 of the business in the corporation and shall be entitled to 1/1.000x` .of the rights and. <br />interests of the corporation.. Members shall have the right to receive services from the <br />corporation substantially a# .cost, to receive a retain of any excess of payments over losses and <br />expenses, .and to share in any assets upon dissolution. <br />4.4 Membershit~ ~Votin~. Each member is entitled to one vote per share owned on <br />each matter, submitted to a vote of members. <br />4.S Election of Directors. The directors shall be elected by a majority vote of the <br />members. Cumulative voting shall not be permitted in the election ~of directors or otherwise. <br />' Unless otherwise ordered by a court of competent jurisdiction, at aII meetings of members <br />representing one-tenth of the shazes, represented in person or by proxy, shall constitute a quorum <br />of that voting group. <br /> <br />