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shareholders expressly called for that purpose. A director elected to fill a position resulting from an increase in the Board shall hold office until the next annual meeting of shareholders, or until his successor has been elected and qualified. 3.10 Compensation. By resolution of the Board, any director may be paid any one or more of the following: his expense, if any, for attendance at meetings; a fixed sum for attendance At each meeting; or a stated salary as director. No such payment shall preclude any director from serving the Cor- poration in any other capacity and receiving compensation there- for. 3.11 Standard of Catre. A director shall perform his duties as a director, including his duties as a member of any committee of the Board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In per- forming his duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by persons and groups listed below; but he shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance to be unwarranted. The designated groups on which a director is entitled to rely are: (1) one or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented; (2) counsel, public accountants, or other persons as to matters which the director reasonably believes to be within-such persons' profes- sional or expert competence; or (3) a committee of the Board upon which he does not serve, duly designated in accordance with the Articles or these Bylaws, as to the matters within its designated authority, which committee the director reasonably believes to merit confidence. A person who so performs his duties shall not have any liability by reason of being or having been a director of the corporation. SECTION IV Meetings of the Board 4.1 Place of Meetings. The meetings of the Board may be held at the principal office of the Corporation or any other place within or without the State of Colorado that may be desig- nated by resolution approved from time to time by a majority of the Board. 4.2 Regular Meetings. The Board shall meet each year immediately after, and at the same place as, the annual meeting of 7