Fax to Margot Zalla: Articles of Incorporation SPWRAP

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7 Josh Nims (Class M) [City of Westminster] 8 Randy Rhodes (Ciass I) [Xcel Energy] 9 Dennis Harmon (Class A) [Water Supply & Storage Co.] VIII. No Personaf Liability. A director or offic.er shall have no personal liability to the Corporation for monetary damages for aiiy breach of fiduciary duty occurring after the effective date of these articles, iaxcept as othervvise required by the Colorado Revised Nonprofit Corporations Act, section 7-128-402, C.R.S. The Corporation's Bylaws may indemnify its ciirectors and officers to the fullest extent permitted under the Colorado Revised Nonprofit Corporations Act. IX. Receipt of Gifts, Bequest.s, Etc. In furiherance and not in limitation of the powers conferred by law, the Corporation may take, receive, and hold real and personal property, including the principal and interest of any money or other fund that is given, conveyed, bequeathed, devised to, or otherwise vested in the Corporation in trust for use consistent with the purposes set forth in these articles of incorporation. Except where a trust instrument prescribes otherwise, the Corporation may invest trust property or its proceeds in accordance with the laws of the State of Colorado. X. Distribution of Assets Upon D'ossolutaun. Upon dissolution or final liquidation of the Corporation, all of its assets remaining after payment or provision for all of its liabilities, shall be paid over or transfE:rred to a corporation or governmental entity established to fulfill the same purposes (in whole or in part) for which this Corporation was established. If no such entity is created for that purpose, the assets may be distributed or conveyed tc> one or more governmental units within the meaning of Section 170(b)(1)(A)(v) of the Internal Revenue Code or to the Colorado Division of Wildlife for the bene-fit of wildlife habitat within or without the State of Colorado, or if such a transfer is not possible or practical, the assets may be distributed to and among one or more exempt organizations described in Section 501(c)(3) of the Internal Revenue Code for exclusively public purposes. The organizations or governmental units to receive such property, and their respective shares and interests, shall be determined by the board of directors. Any such assets not disposed of shall bEi disposed of by the appropriate court of the county in which the principal office o1-the Corporation is then located exclusively for such purposes or to such organizatian or organizations as said court shall determine are organized and operated exclusively for exempt purposes. XI. Amendments. The following limitations shall apply to the amendment of these articles: 9 Articles-SPW RAP