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Section 3.12 - RESIGNATION. Any director of the corporation may resign at any time by <br /> giving written notice to the President or the Secretary of the corporation. The resignation of any <br /> director shall take effect upon receipt of notice thereof or at such later time as shall be specified <br /> in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall <br /> not be necessary to make it effective. <br /> Section 3.13 - REMOVAL. Any director or directors of the corporation may be removed <br /> at any time, with or without cause, in the manner provided in the Colorado Nonprofit <br /> Corporation Act. <br /> Section 3.14 - COMMITTEES. By resolution adopted by a majority of the Board of <br /> Directors, the directors may designate two or more directors to constitute a committee, any of <br /> which shall have such authority in the management of the corporation as the Board of Directors <br /> shall designate and as shall be prescribed by the Colorado Nonprofit Corporation Act. <br /> Section 3.15 - COMPENSATION. Directors as such shall not receive any stated salaries <br /> for their services, but by resolution of the Board of Directors each director may be paid his <br /> expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a <br /> stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors <br /> or both. No such payment shall preclude any director from serving the corporation in any other <br /> capacity and receiving compensation therefor. <br /> Section 3.16 - PRESUMPTION OF ASSENT. A director of the corporation who is <br /> present at a meeting of the Board of Directors at which action on any corporate matter is taken <br /> shall be presumed to have assented to the action taken unless his or her dissent shall be entered in <br /> the minutes of the meeting or unless he or she shall file his or her written dissent to such action <br /> with the person acting as the Secretary of the meeting before the adjournment thereof or shall <br /> forward such dissent by registered mail to the Secretary of the corporation immediately after the <br /> adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor <br /> of such action. <br /> ARTICLE IV <br /> OFFICERS <br /> Section 4.1 - NUMBER. The officers of the corporation shall be President, Vice <br /> President, Secretary and Treasurer. Such other officers and assistant officers as may be deemed <br /> necessary may be elected or appointed by the Board of Directors. Any two or more offices may <br /> be held by the same person, except the offices of President and Secretary. <br /> Section 4.2 - ELECTION AND TERM OF OFFICE. The President and Vice President of <br /> the corporation shall be elected at the annual meeting of the members of the corporation, except <br /> for the initial President and Vice President who shall be elected by the initial Board of Directors. <br /> The Secretary and Treasurer of the corporation shall be elected by the Board of Directors each <br /> year at the first meeting held after the annual meeting of members. If the elections of officers are <br /> not held at such meetings, such elections shall be held as soon thereafter as practicable. Each <br /> 5 <br />