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<br />. <br /> <br />. <br /> <br />2.3. Payment fot Shates. The consideration for the issuance of <br />shares may be paid, in whole or in part, in money, in other property, <br />tangible or intangible, or in labor or services actually performed <br />for the corporation, according to the laws of the state of Colorado. <br />In the absence of fraud in the transaction, the judgment of the Board <br />as to the value of the consideration ruceived for shares shall be <br />conclusive. No certificate shall be issued for any share until such <br />share is fully paid. <br />2.4. Certificate Representing Shares. Each holder of shares <br />shall be entitled to a certificate signed by the President or a vice <br />president and the Secretary of the Corporation, certifying the number <br />of shares owned by him. This certificate shall comply with the laws <br />of Colorado on the date of its iss~ance. <br />2.5. Transfer of Stock. Shares shall be transferable only on <br />the books of the Corporation upon surnmder of the certificate or <br />certificates representing the Shares, properly endorsed. The <br />Corporation may charge a reasonable transfer fee and all costs <br />incurred in any transfer. <br /> <br />ARTICLE III - MEETINGS OF SHAREHOLDERS <br />3.1. place of Meetings. Meetings of the Shareholders of the <br />corporation shall be held at the regh:tered office of the Corpo- <br />ration, or at such other place as the Board shall determine. <br />3.2. Annual Meetings. The annual meeting of the Shareholde rs <br />shall be held at 10:00 a:m. on the first Tuesday in February of each <br />year. If that day is a legal holiday, then the meeting shall be held <br /> <br />j <br />.1 <br />J <br /> <br />-2- <br />