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<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 /> <br />election shall ce er.ti~led to cne vote for each direc~or. <br />Cuu:ull:ll..~vl::l "....I.,illy :oll.oll j'Jul". UI:: 4111.1"''=<..1 In t;h~ ~ltH..;l...lUll V4 <br />Direc~ors or ~:t~ respe:~ to any other :atter. <br /> <br />5.03 Ar.:endrr.e~t of Bvlaws. <br />the power to adcp:, amend, or repeal the <br />Corporation. <br /> <br />The Board <br />bylaws of <br /> <br />shall <br />the <br /> <br />have <br /> <br />ARTICLE 6 <br />AME~DXENT ~~o REPEAL <br /> <br />These Amended and Restated Articles of Incorporation <br />may not be a~ended or repealed in any respect unless such <br />action is approved by the af~i~ative vote of the holders or <br />not less than S1 percent of the outstanding shares of Common <br />Stock entitled to vote generally in the election of Directors. <br /> <br />ARTICLE 7 <br />LIABILITY OF DIRECTORS <br /> <br />To the fullest extent permitted under the Colorado <br />Corporation Code or a~y other applicable law as currently or <br />hereafter in effect, no Director shall be personally liable to <br />the Corporation cr its shareholders for or with respect to any <br />acts or omissions in the performance of his or her du~ies as a <br />Director. In addition to, and not by way of limitation ot, <br />the preceding sentence, no Director shall be liable to the <br />Corporation or its shareholders tor monetary da~ages for <br />breach of fiduciary duty as a Director, except for liability <br />(i) for any breach of the Director's duty of loyalty to the <br />Corporation or its shareholders, (ii) for acts or omissions <br />not in good faith or which involve inten:ional misconduct or a <br />knowing violation of law, (iil) under Section 7-5-114 of the <br />Colorado Corporation Code, or (iv) for any transac~icn from <br />which the Director derived an i~proper personal benefit. Any <br />repeal or modification of this Article 7 shall not adversely <br />affee: any right or protection of a Oirector existing prior to <br />such repeal or modifica:ion. <br /> <br />ARTICLE S <br />I~DE~IFICATION <br /> <br />8.01 rnde~r.ity. Excep~ as li=i~ed by <br />Section 8.02 hereof, each person serving as a direc~or, <br />officer or employee of ~te Corpora~ion Yhether before, on or <br />after ~he Effec:ive Jate ~ho is or ~as or had agreed to beco~e <br />a director or officer 0: employee of the Corporation whether <br />before, on or af~er the ?e:ition Date (as such term is defined <br />in Article 9 belo~), and each such person serving as a <br />director, officer or e~plcyee whether before, on or after the <br />Ef~ective Da~e .ho is or .as serving or who had agreed to <br />serve at :he reqJest of the Board or an officer of the <br /> <br />-)- <br />