Board Meeting Memorandum 09/10/2003 ‎(B)‎

• Board Meeting Date: 9/10/2003
• Description: Non Reimbursable Projects Tamarisk Coalition, Infested Acres Inventory
• Board Meetings - Doc Type: Meeting

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11.2 Reliance. In discharging his duties, a director or officer is entitled to rely on
• information, opinions, reports, or statements, including financial statements and
other financial data, if prepared or presented by: (a) one or more officers or
employees of TC, whom the director or officer reasonably believes to be reliable
and competent in the matters presented; (b) legal counsel, a public accountant, or
another person as to matters the director or officer reasonably believes are within
such person's professional or expert competence; or (c) in the case of a director,
a committee of the Board of Directors of which the director is not a member if the
director reasonably believes the committee merits confidence. A director or officer
is not acting in good faith, however, if the director or officer has knowledge
concerning the matter in question that makes reliance otherwise permitted by this
Section 11.2 unwarranted.
11.3 Not a Trustee. A director, regardless of title, shall not be deemed to be a trustee
with respect to TC or with respect to any property held or administered by TC,
including, without limitation, property that may be subject to restrictions imposed by
the donor or transferor of such property.
11.4 To Third Parties. The directors, officers, employees, and members of the TC are
not, as such, personally liable for the acts, debts, liabilities or obligations of TC.
12. INDEMNIFICATION OF OFFICERS AND DIRECTORS. To the fullest extent
1111 permitted by the laws of the State of Colorado and the Articles of Incorporation, TC
has the power to indemnify current or former directors, officers, employees and
agents. TC will obtain and maintain in force appropriate levels of insurance for
directors' and officers' liability, as determined by the Board.
13. DISSOLUTION.
13.1 If the Board of Directors determines that a proposal to dissolve TC should be
submitted and considered by the members of TC, it shall adopt a proposal to
dissolve. The Board of Directors shall recommend the proposal to dissolve unless
it determines that, because of conflict of interest or other special circumstances, it
should make no recommendation. The board shall communicate the basis for its
decision not to make a recommendation to the members. A proposal to dissolve
TC shall include a plan for distributing any assets of TC which remain after payment
of all creditors; such plan must comply with Section 13.4 below.
13.2 TC shall give notice in accordance with the Act and these Bylaws to each member
entitled to vote upon the proposal to dissolve, of the members' meeting at which
such proposal will be voted on. The notice shall state that the purpose, or one of
the purposes, of the meeting, is to consider a proposal to dissolve and shall contain
or be accompanied by a copy of the proposal or a summary of the proposal.
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File: TC Bylaws, April 16, 2002.wpd 12