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<br />ARTICLE V <br />DIRECTORS <br />Section 1: The number of directo~s shall be three (3). Directors need not <br /> <br />be residents of the State of Colorado nor shareholders of the corporation. The direc- <br /> <br />tors shall be elected at the annual meeting of shareholders. and each director elected <br /> <br />shall serve until the next succeeding annual meeting and until his successor shall <br /> <br />have been elected and qualified. <br />Section 2: Vacancies and newly created directorships resulting from any in- <br /> <br />crease in the number of directors may b~ filled by a majority of the directors then in <br /> <br />office. though less than a quorum. and the directors so chosen shall hold office until <br /> <br />the next annual election and until their lluccessors are duly elected and shall qualify. <br /> <br />Also. newly created directorships resulting from any increase in the number of <br /> <br />directors may be filled by election at an annual or at a special meeting of shareholders <br /> <br />called for that purpose. <br />Section. 3: The business affairs of the corporation shall be managed by its <br /> <br />board of directors which may exercise all such powers of the corporation and do all <br /> <br />such lawful acts and things as are not by statute or by the articles of incorporation or <br /> <br /> <br />by these by-laws directed or required to be exercised or done by the shareholders. <br /> <br /> <br />Section 4: The directors may keep the books of the corporation. except such <br /> <br /> <br />as are required by law to be kept within the state. outside of the State of Colorado. at <br /> <br />such place or places as they may from time to time determine. <br /> <br />Section 5: The board of directors. by the affirmative vote of a majority of the <br /> <br />directors then in office. and irrespective of any personal interest of any of its members. <br /> <br />shall have authority to establish reasonable compensation of all directors for services <br /> <br />to the corporation as directors. officer:il or otherwise. <br /> <br />4 <br /> <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />