Board Meeting Memorandum 09/10/2003 (B)

Home Browse Search

02/14/2002 09:45 9702413026 WTHPC PAGE 05/06 • ARTICLE V Li I TION OF LlQBi ITY FOR DIRi=CTORS A director of this Corporation shall not be personally liable to the Corporation or its members, if any, for monetary damages for breach of fiduciary duty as a director. This provision shall not eliminate or limit the liability of a director to the Corporation or any members for monetary damages otherwise existing for(I)any breach of the director's duty of loyalty to the Corporation or its members;(ii)acts or omissions not In good faith or which involve intentional misconduct or a knowing violation of law; (iii)acts specified in section 7-128-403 or section 7-128-501(2)of the Colorado Revised Nonprofit Corporation Act;or (iv) any transaction from which the director directly or indirectly derived any improper personal benefit. If the Colorado Revised Nonprofit Corporation Act Is hereafter amended to eliminate or limit further the liability of a director, then, In addition to the elimination or limitation of liability provided by this Article VIII. the liability of each director shall be eliminated or limited to the fullest extent permitted by the Colorado Revised Nonprofit Corporation Act as so amended. Any repeal or modification of this Article VIIi shall not adversely effect any right or protection of a director of the Corporation under this Article ViII as in effect immediately prior to such repeal or modification with respect to any liability that would have accrued, but for this Article VIII, prior to such repeal or modification. ARTICLE IX: INCORPORATOR The name and address of the incorporator is: Susan M. Corte • 200 North Sixth Street Grand Junction, CO 81501 Dated: i ,2002 411 Susan M. Corse EASMCltamartsklarticies.wpd 4 Received Feb-14-2002 09:43am From-9702413026 To-SECRETARY OF STATE Page 005