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Section 4.04 Vice President. In the event of the President's absence or inability to act, the <br /> Vice-President shall have the powers of the President. He/she shall perform such other duties as <br /> the Board of Directors may impose upon him/her. <br /> Section 4.05 Secretary. The Secretary shall keep: (a) the minutes of the Company; and <br /> (b) such other books and records as these Bylaws or any resolution of the directors may require, <br /> or as required by law. All such records shall be in written form. He/she shall perform such other <br /> services as the Board of Directors may fix or approve. An Assistant Secretary may, at the <br /> discretion of the Board of Directors, be elected, such Assistant Secretary, in the event of the <br /> Secretary's absence or inability to act, may perform the duties and functions of the Secretary. <br /> Section 4.06 Treasurer. The Treasurer shall have the custody and control of the funds of <br /> the Company, subject to the action of the Board of Directors, and shall, when requested by the <br /> President to do so, report the state of the finances of the Company at any meeting of the <br /> directors. He/she shall perform such other services as the Board of Directors may require of <br /> him/her. An Assistant Treasurer may,at the discretion of the Board of Directors,be elected, such <br /> Assistant Treasurer, in the event of the Treasurer's absence or inability to act, may perform the <br /> duties and functions of the Treasurer. All checks, drafts and orders for payment of money shall <br /> be signed by the Treasurer or Assistant Treasurer, unless otherwise ordered by the Board of <br /> Directors. <br /> Section 4.07 Multiple Offices. One person may simultaneously hold more than one office, <br /> including any additional offices created by the Board of Directors. <br /> ARTICLE V. INDEMNIFICATION <br /> Section 5.01 Indemnification. The Company,in accordance with C.R.S. 7-129-101, et seq., <br /> shall indemnify and save harmless all of its existing and former officers and directors from and <br /> against all expenses incurred by them, including, but not limited to, legal fees, judgments, <br /> penalties, and amounts paid in settlement or compromise, to the fullest extent not prohibited by <br /> law, as it now exists or may hereafter be amended, in connection with any proceeding, actual or <br /> threatened, to which they may be made a party by reason of their service to or at the request of <br /> the Company, including service in their capacity as officers, unless it is established that: (i)the <br /> act or omission of the indemnified party was committed in bad faith; (ii) the indemnified party <br /> did not believe such act or omission to be in, or not opposed to, the best interests of the <br /> Company; (iii) in the case of any criminal proceeding, the indemnified party had reasonable <br /> cause to believe that the act or omission was unlawful; or (iv) the indemnified party is adjudged <br /> to be liable to the Company, unless a court of competent jurisdiction determines that such person <br /> is entitled to indemnity. The Company shall advance to any director or officer seeking <br /> indemnification pursuant to this Section expenses, including attorneys' fees, actually and <br /> reasonably;incurred in defending any civil or criminal action, suit or proceeding in advance of <br /> any final disposition of such action, suit or proceeding upon receipt of an undertaking by or on <br /> behalf of the director or officer seeking indemnification to repay such amount if it is ultimately <br /> determined that he/she is not entitled to be indemnified by the Company. If the Company is <br /> requested to indemnify an existing or former director or officer in connection with any <br /> threatened, pending or completed action or suit by or in the right of the Company to procure <br /> judgment in its favor by reason of the fact that such person was a director, officer, or employee <br /> or agent of the Company, or is or was serving at the request of the Company in such capacity,the <br /> Revised 2/6/2009 4 <br />