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<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 /> <br />counterparts and shall be effective as of the date of the <br />last signature thereon. <br />ARTICLE III. - Directors <br />The business and affairs of the company shall be <br />managed by a board of directors which shall exercise all the <br />powers of the company except as otherwise provided by <br />Colorado law or the certificate of incorporation of the <br />company, and any amendments thereto. <br />1. Number; Directors to be Shareholders: The <br />number of directors of this company shall be five. Each <br />director shall be a shareholder in the company or a repre- <br />sentative of an entity which is a shareholder in the company. <br />2. Election: The board of directors shall be <br />elected at the annual meeting of the shareholders or at a <br />special meeting called for that purpose. <br />3. Term: Each director shall be elected to hold <br />office until the next annual meeting of shareholders and <br />until his successor shall have been elected and qualified. <br />4. Removal and Resignation: Any director may be <br />removed at a meeting expressly called for that purpose, with <br />or without cause, by a vote of the holders of the majority <br />of shares entitled to vote at an election of directors. Any <br />director may resign at any time by giving written notice to <br />the president or to the secretary, and acceptance of such <br />resignation shall not be necessary to make it effective <br />unless the notice so provides. <br /> <br />-5- <br />