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<br />. <br /> <br />. <br /> <br />Section 3.4 Re~ular Meetings. A regular meeting of the board of directors shall be <br />held immediately after and at the same place as the annual meeting of the shareholders, or as <br />soon as practicable thereafter at the time and place, either within or outside Colorado, determined <br />by the board, to elect officers and transact such other business as may come before the meeting. <br /> <br />Section 3.5 Special Meetings. Special meetings of the board of directors may be <br />called by or at the request of the chairman of the board, the president or any two directors. <br /> <br />Section 3.6 Notice. Notice of each meeting of the board of directors stating the place, <br />day and hour of the meeting shall be given to each director at such director's business address at <br />least five days prior thereto by the mailing of written notice by first class, certified or registered <br />mail, or at least two days prior thereto by personal delivery of written notice or by telephonic, <br />telegraphic, telex or facsimile notice (and the method of notice need not be the same as to each <br />director). Ifmailed, such notice shall be deemed to be given when deposited in the United States <br />mail, with postage thereon prepaid. If telegraphed, such notice shall be deemed to be given when <br />the telegram is delivered to the telegraph company. If transmitted by telex or facsimile, such <br />notice shall be deemed to be given when the transmission is complete. Any director may waive <br />notice of any meeting before, at or after such meeting. The attendance of a director at a meeting <br />shall constitute a waiver of notice of such meeting, except where a director attends a meeting for <br />the express purpose of objecting to the transaction of any business because the meeting is not <br />lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any <br />meeting of the board of directors need be specified in the notice or waiver of notice of such <br />meeting unless otherwise required by statute. <br /> <br />Section 3.7 Presumption of Assent. A director of the corporation who is present at a <br />meeting of the board of directors at which action on any corporate matter is taken shall be <br />preswned to have assented to the action taken unless such director's dissent shall be entered in <br />the minutes of the meeting, or unless such director shall file a written dissent to such action with <br />the person acting as the secretary of the meeting before the adjournment thereof or shall forward <br />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 <br />favor of such action. <br /> <br />Section 3.8 Quorum and Votin~. A majority of the directors shall constitute a quorum <br />for the transaction of business at any meeting of the board of directors, and the vote of a majority <br />of the directors present in person at a meeting at which a quorum is present shall be the act of the <br />board of directors. IfIess than a quorum is present at a meeting, a majority of the directors <br />present may adjourn the meeting from time to time without further notice other than an <br />announcement at the meeting, until a quorum shall be present. No director may vote or act by <br />proxy at any meeting of directors. <br /> <br />Section 3.9 Compensation. Directors shall not receive compensation for their services <br />as such, although the reasonable expenses of directors of attendance at board meetings may be <br /> <br />fd0985 <br /> <br />-5- <br />