EXHIBIT 3.80
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BYLAWS
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OF
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ADVANCED ANALYTICAL SOLUTIONS INCORPORATED
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Effective November 25, 1991
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ARTICLE I
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OFFICES
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1.1 Business Office. The principal office and place of business of the
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corporation in the State of Colorado shall be at 707 Seventeenth Street, Suite
2400, Denver, Colorado 80202. Other offices and places of business may be
established from time to time by resolution of the Board of Directors or as the
business of the corporation may require.
1.2 Registered Office. The registered office of the corporation, required
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by the Colorado Corporation Code to be maintained in the State of Colorado, may
be, but need not be, identical with the principal office in the State of
Colorado, and the address of the registered office may be changed from time to
time by the Board of Directors.
ARTICLE II
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SHARES AND TRANSFER THEREOF
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2.1 Regulation. The Board of Directors may make such rules and
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regulations as it may deem appropriate concerning the issuance, transfer and
registration of certificates for shares of the corporation, including the
appointment of transfer agents and registrars.
2.2 Certificates for Shares. The shares of the corporation may, but need
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not be represented by certificates. Unless the Colorado Corporation Code or
another law expressly provides otherwise, the fact that the shares are not
represented by certificates shall have no effect on the rights and obligations
of shareholders.
Certificates representing shares of the corporation shall be respectively
numbered serially for each class of shares, or series thereof, as they are
issued, shall be impressed with the corporate seal or a facsimile thereof, and
shall be signed by the Chairman or Vice-Chairman of the Board of Directors or by
the President or a Vice-President and by the Treasurer or an Assistant Treasurer
or by the Secretary or an Assistant Secretary; provided that such signatures may
be a facsimile if the certificate is countersigned by a transfer agent, or
registered by a registrar, both of which may be the corporation itself or its
employee. Each certificate shall state the name of the corporation, the fact
that the corporation is organized or incorporated under the laws of the State of
Colorado, the name of the person to whom issued, the date of issue, the class
(or series of any class), the number of shares represented thereby and the par
value of the shares represented thereby or a statement that such shares are
without par value. A statement of the designations, preferences,
qualifications, limitations, restrictions and special or relative rights of the
shares of each class shall be set forth in full or summarized on the face or
back of the certificates which the corporation shall issue, or in lieu thereof,
the certificate may set forth that such a statement or summary will be furnished
to any shareholder upon request without charge. Each certificate shall be
otherwise in such form as may be prescribed by the Board of Directors and as
shall conform to the rules of any stock exchange on which the shares may be
listed.
The corporation may issue certificates representing fractional shares and
may make transfers creating a fractional interest in a share of stock. The
corporation may issue scrip in lieu
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of any fractional shares, such scrip to have terms and conditions specified by
the Board of Directors.
2.3 Cancellation of Certificates. All certificates surrendered to the
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corporation for transfer shall be canceled and no new certificates shall be
issued in lieu thereof until the former certificate for a like number of shares
shall have been surrendered and canceled, except as herein provided with respect
to lost, stolen or destroyed certificates.
2.4 Lost, Stolen or Destroyed Certificates. Any shareholder claiming that
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his certificate for shares is lost, stolen or destroyed may make an affidavit or
affirmation of the fact and lodge the same with the Secretary of the
corporation, accompanied by a signed application for a new certificate.
Thereupon, and upon the giving of a satisfactory bond of indemnity to the
corporation not exceeding an amount double the value of the shares as
represented by such certificate (the necessity for such bond and the amount
required to be determined by the President and Treasurer of the corporation), a
new certificate may be issued of the same tenor and representing the same
number, class and series of shares as were represented by the certificate
alleged to be lost, stolen or destroyed.
2.5 Transfer of Shares. Subject to the terms of any shareholder agreement
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relating to the transfer of shares or other transfer restrictions contained in
the Articles of Incorporation or authorized therein, shares of the corporation
shall be transferable on the books of the corporation by the holder thereof in
person or by his duly authorized attorney, upon the surrender and cancellation
of a certificate or certificates for a like number of shares. Upon presentation
and surrender of a certificate for shares properly endorsed and payment of all
taxes therefor, the transferee shall be entitled to a new certificate or
certificates in lieu thereof. As against the corporation, a transfer of shares
can be made only on the books of the corporation and in the manner hereinabove
provided, and the corporation shall be entitled to treat the holder of record of
any share as the owner thereof and shall not be bound to recognize any equitable
or other claim to or interest in such share on the part of any other person,
whether or not it shall have express or other notice thereof, save as expressly
provided by the statutes of the State of Colorado.
2.6 Transfer Agent. Unless otherwise specified by the Board of Directors
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by resolution, the Secretary of the corporation shall act as transfer agent of
the certificates representing the shares of stock of the corporation. He shall
maintain a stock transfer book, the stubs in which shall set forth among other
things, the names and addresses of the holders of all issued shares of the
corporation, the number of shares held by each, the certificate numbers
representing such shares, the date of issue of the certificates representing
such shares, and whether or not such shares originate from original issue or
from transfer. Subject to Section 3.8, the names and addresses of the
shareholders as they appear on the stubs of the stock transfer book shall be
conclusive evidence as to who are the shareholders of record and as such
entitled to receive notice of the meetings of shareholders; to vote at such
meetings; to examine the list of the shareholders entitled to vote at meetings;
to receive dividends; and to own, enjoy and exercise any other property or
rights deriving from such shares against the corporation. Each shareholder
shall be responsible for notifying the Secretary in writing of any change in his
name
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or address and failure so to do will relieve the corporation, its directors,
officers and agents, from liability for failure to direct notices or other
documents, or pay over or transfer dividends or other property or rights, to a
name or address other than the name and address appearing on the stub of the
stock transfer book.
2.7 Close of Transfer Book and Record Date. For the purpose of
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determining shareholders entitled to notice of or to vote at any meeting of
shareholders, or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period, but not to exceed, in any
case, fifty days. If the stock transfer books shall be closed for the purpose
of determining shareholders entitled to notice of, or to vote at a meeting of
shareholders, such books shall be closed for at least ten days immediately
preceding such meeting. In lieu of closing the stock transfer books, the Board
of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than fifty
days and, in case of a meeting of shareholders, not less than ten days prior to
the date on which the particular action requiring such determination of
shareholders is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of shareholders entitled to notice of
or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
of shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
2.8 Shares Without Certificates.
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(A) Unless provided otherwise in these Bylaws or in the corporation's
Articles of Incorporation, the Board of Directors may authorize the issuance of
any of the corporation's classes or series of shares without certificates. Such
authorization shall not affect shares already represented by certificates until
they are surrendered to the corporation.
(B) Within a reasonable time following the issue or transfer of shares
without certificates, the corporation shall send the shareholder a complete
written statement of the information required by Section 2.2 hereof to be on
certificates.
ARTICLE III
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SHAREHOLDERS AND MEETINGS THEREOF
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3.1 Shareholders of Record. Only shareholders of record on the books of
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the corporation shall be entitled to be treated by the corporation as holders in
fact of the shares standing in their respective names, and the corporation shall
not be bound to recognize any equitable or other claim to, or interest in, any
shares on the part of any other person, firm or corporation, whether or not it
shall have express or other notice thereof, except as expressly provided by the
laws of Colorado.
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3.2 Meetings. Meetings of shareholders shall be held at the principal
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office of the corporation, or at such other place, either within or without the
State of Colorado, as specified from time to time by the Board of Directors. If
the Board of Directors shall specify another location such change in location
shall be recorded on the notice calling such meeting.
3.3 Annual Meeting. The annual meeting of shareholders of the corporation
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for the election of directors, and for the transaction of such other business as
may properly come before the meeting shall be held within six months of the
close of the corporation's accounting and tax year, pursuant to resolution of
the Board of Directors. If the election of Directors shall not be held within
the time period designated herein for any annual meeting of the shareholders,
the Board of Directors shall cause the election to be held at a special meeting
of the shareholders as soon thereafter as may be convenient. Failure to hold
the annual meeting within the designated time period shall not work a forfeiture
or dissolution of the corporation.
3.4 Special Meetings. Special meetings of shareholders, for any purpose
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or purposes, unless otherwise prescribed by statute, may be called by the
President, the Board of Directors, or the holders of not less than one-tenth of
all the shares entitled to vote at the meeting.
3.5 Court Ordered Meeting.
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(A) Any court of competent jurisdiction in the State of Colorado may
summarily order a meeting to be held:
(1) On application of any shareholder of the corporation if an
annual meeting was not held within six months after the end of the corporation's
fiscal year or fifteen months after its last annual meeting, whichever is
earlier; or
(2) On application of a shareholder who participated in a proper
call for a special meeting if (i) notice of the special meeting was not given
within thirty days after the date the demand was delivered to the corporation's
Secretary; or (ii) the special meeting was not held in accordance with the
notice.
(B) The court may fix the time and place of the meeting, specify a
record date for determining shareholders entitled to notice of and to vote at
the meeting, prescribe the form and content of the meeting notice, fix the
quorum required for the meeting or direct that the votes represented at the
meeting constitute a quorum for the meeting, and enter other orders necessary to
permit the meeting to be held.
3.6 Notice.
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(A) Written notice stating the place, day and hour of the meeting of
shareholders and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered unless otherwise prescribed by
statute not less than ten days nor more than fifty days before the date of the
meeting, either personally or by mail, by or at the direction of the President,
the Secretary, or the officer or person calling the meeting to each shareholder
of record entitled to vote at such meeting; except that, if the authorized
shares are to be increased,
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at least thirty days' notice shall be given, and if the sale of all or
substantially all of the corporation's assets is to be voted upon, at least
twenty days' notice shall be given.
(B) Notice to shareholders of record, if mailed, shall be deemed
delivered as to any shareholder of record, when deposited in the United States
mail, addressed to the shareholder at his address as it appears on the stock
transfer books of the corporation, with postage thereon prepaid. If three
successive letters mailed to the last-known address of any shareholder of record
are returned as undeliverable, no further notices to such shareholder shall be
necessary until another address for such shareholder is made known to the
corporation.
(C) When a meeting is adjourned to another time or place, notice need
not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting the corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each shareholder of
record entitled to vote at the meeting.
3.7 Meeting of all Shareholders. If all of the shareholders shall meet at
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any time and place, either within or without the State of Colorado, and consent
to the holding of a meeting at such time and place, such meeting shall be valid
without call or notice, and at such meeting any corporate action may be taken.
3.8 Voting Record. The officer or agent having charge of the stock
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transfer books for shares of the corporation shall make, at least ten days
before such meeting of shareholders, a complete record of the shareholders
entitled to vote at each meeting of shareholders or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each. The record, for a period of ten days prior to such meeting, shall
be kept on file at the principal office of the corporation, whether within or
without the State of Colorado, and shall be subject to inspection by any
shareholder for any purpose germane to the meeting at any time during usual
business hours. Such record shall be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting for the purposes thereof.
The original stock transfer books shall be the prima facie evidence as to
who are the shareholders entitled to examine the record or transfer books or to
vote at any meeting of shareholders.
3.9 Quorum. Two-thirds of the outstanding shares of the corporation
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entitled to vote, represented in person or by proxy, shall constitute a quorum
at any meeting of shareholders, except as otherwise provided by the Colorado
Corporation Code and the Articles of Incorporation. In the absence of a quorum
at any such meeting, a majority of the shares so represented may adjourn the
meeting from time to time for a period not to exceed sixty days without further
notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed. The shareholders present at a duly organized
meeting may continue to
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transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
3.10 Manner of Acting. If a quorum is present, the affirmative vote of
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two-thirds of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders, unless the vote of a
greater proportion or number or voting by classes is otherwise required by
statute or by the Articles of Incorporation or these Bylaws.
3.11 Proxies. At all meetings of shareholders a shareholder may vote in
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person or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the Secretary of
the corporation before or at the time of the meeting. No proxy shall be valid
after eleven months from the date of its execution, unless otherwise provided in
the proxy.
3.12 Voting of Shares. Unless otherwise provided by these Bylaws or the
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Articles of Incorporation, each outstanding share entitled to vote shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders, and each fractional share shall be entitled to a corresponding
fractional vote on each such matter.
3.13 Voting of Shares by Certain Holders.
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(A) If shares or other securities having voting power stand of record
in the names of two or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety, or
otherwise, or if two or more persons have the same fiduciary relationship
respecting the same shares, voting with respect to the shares shall have the
following effect:
(1) If only one person votes, his act binds all;
(2) If two or more persons vote, the act of the majority so
voting binds all;
(3) If two or more persons vote, but the vote is evenly split on
any particular matter, each faction may vote the securities in question
proportionately, or any person voting the shares of a beneficiary, if any, may
apply to any court of competent jurisdiction in the State of Colorado to appoint
an additional person to act with the persons so voting the shares. The shares
shall then be voted as determined by a majority of such persons and the person
appointed by the court. If a tenancy is held in unequal interests, a majority or
even split for the purpose of this subparagraph (3) shall be a majority or even
split in interest.
The effects of voting stated in paragraph (A) of this Section 3.13 shall
not be applicable if the Secretary of the corporation is given written notice of
alternate voting provisions and is furnished with a copy of the instrument or
order wherein the alternate voting provisions are stated.
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(B) Shares standing in the name of another corporation may be voted by
such officer, agent or proxy as the bylaws of such corporation may prescribe,
or, in the absence of such provision, as the board of directors of such other
corporation may determine.
(C) Shares standing in the name of a deceased person, a minor ward or
an incompetent person, may be voted by his administrator, executor, court
appointed guardian or conservator, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor, court
appointed guardian or conservator. Shares standing in the name of a trustee may
be voted by him, either in person or by proxy, but no trustee shall be entitled
to vote shares held by him without a transfer of such shares into his name.
(D) Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.
(E) A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so transferred.
(F) Neither shares of its own stock belonging to this corporation, nor
shares of its own stock held by it in a fiduciary capacity, nor shares of its
own stock held by another corporation if the majority of shares entitled to vote
for the election of directors of such corporation is held by this corporation
may be voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time.
(G) Redeemable shares which have been called for redemption shall not
be entitled to vote on any matter and shall not be deemed outstanding shares on
and after the date on which written notice of redemption has been mailed to
shareholders and a sum sufficient to redeem such shares has been deposited with
a bank or trust company with irrevocable instruction and authority to pay the
redemption price to the holders of the shares upon surrender of certificates
therefor.
3.14 Informal Action by Shareholders.
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(A) Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if the action is evidenced by one or
more written consents describing the action taken, signed by each shareholder
entitled to vote and delivered to the Secretary of the corporation for inclusion
in the minutes or for filing with the corporate records. Action taken under
this subsection (A) is effective when all shareholders entitled to vote have
signed the consent, unless the consent specifies a different effective date.
(B) Written consent of the shareholders entitled to vote has the same
force and effect as an unanimous vote of such shareholders and may be stated as
such in any document.
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(C) The record date for determining shareholders entitled to take
action without a meeting is the date the first shareholder signs the consent
under subsection (A) of this section.
3.15 Voting by Ballot. Voting on any question or in any election may be
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by voice vote unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.
3.16 Cumulative Voting. No shareholder shall be permitted to cumulate his
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votes.
3.17 Waiver of Notice.
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(A) When any notice is required to be given to any shareholder of the
corporation under the provisions of the Colorado Corporation Code or under the
provisions of the Articles of Incorporation or Bylaws of the corporation, a
waiver thereof in writing signed by the person entitled to such notice, whether
before, at, or after the time stated herein, shall be equivalent to the giving
of such notice.
(B) By attending a meeting, a shareholder:
(1) Waives objection to lack of notice or defective notice of such
meeting unless the shareholder, at the beginning of the meeting objects to the
holding of the meeting or the transacting of business at the meeting;
(2) Waives objection to consideration at such meeting of a
particular matter not within the purpose or purposes described in the meeting
notice unless the shareholder objects to considering the matter when it is
presented.
ARTICLE IV
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DIRECTORS, POWERS AND MEETINGS
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4.1 Board of Directors. The business and affairs of the corporation shall
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be managed by a board of three (3) directors who shall be natural persons of at
least 18 years of age but who need not be shareholders of the corporation or
residents of the State of Colorado and who shall be elected at the annual
meeting of shareholders or some adjournment thereof. Directors shall hold
office until the next succeeding annual meeting of shareholders and until their
successors shall have been elected and shall qualify. The Board of Directors
may increase or decrease, to not less than three, the number of directors by
resolution; except that there need only be as many directors as there are
shareholders in the event that the outstanding shares are held of record by
fewer than three shareholders.
4.2 General Powers. The business and affairs of the corporation shall be
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managed by the Board of Directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws directed or required to be
exercised or done by the shareholders. The directors shall pass upon any and
all bills or claims of officers for salaries or other compensation and, if
deemed
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advisable, shall contract with officers, employees, directors, attorneys,
accountants, and other persons to render serVices to the corporation.
4.3 Performance of Duties. A director of the corporation shall perform
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his duties as a director, including his duties as a member of any committee of
the board upon which he may serve, in good faith, in a manner he reasonably
believes to be in the best interests of the corporation, and with such care as
an ordinarily prudent person in a like position would use under similar
circumstances. In performing his duties, a director shall be entitled to rely
on information, opinions, reports, or statements, including financial statements
and other financial data, in each case prepared or presented by persons and
groups listed in paragraphs (A), (B), and (C) of this Section 4.3; but he shall
not be considered to be acting in good faith if he has knowledge concerning the
matter in question that would cause such reliance to be unwarranted. A person
who so performs his duties shall not have any liability by reason of being or
having been a director of the corporation. Those persons and groups on whose
information, opinions, reports, and statements a director is entitled to rely
upon are:
(A) One or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented;
(B) Counsel, public accountants, or other persons as to matters which
the director reasonably believes to be within such persons' professional or
expert competence; or
(C) A committee of the board upon which he does not serve, duly
designated in accordance with the provisions of the Articles of Incorporation or
the Bylaws, as to matters within its designated authority, which committee the
director reasonably believes to merit confidence.
4.4 Regular Meetings. A regular, annual meeting of the Board of Directors
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shall be held at the same place as, and immediately after, the annual meeting of
shareholders, and no notice shall be required in connection therewith. The
annual meeting of the Board of Directors shall be for the purpose of electing
officers and the transaction of such other business as may come before the
meeting. The Board of Directors may provide, by resolution, the time and place,
either within or without the State of Colorado, for the holding of additional
regular meetings without other notice than such resolution.
4.5 Special Meetings. Special meetings of the Board of Directors may be
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called by or at the request of the President or any director. The person or
persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the State of Colorado, as the place for
holding any special meeting of the Board of Directors called by them.
4.6 Notice. Written notice of any special meeting of directors shall be
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given as follows:
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(A) By mail to each director at his business address at least three
days prior to the meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, so addressed, with postage
thereon prepaid; or
(B) By personal delivery or telegram at least twenty four hours prior
to the meeting to the business address of each director, or in the event such
notice is given on a Saturday, Sunday or holiday, to the residence address of
each director. If notice be given by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company.
When any notice is required to be given to any director pursuant to these
Bylaws, the Articles of Incorporation or law, a waiver thereof in writing signed
by the persons entitled to such notice, whether before, at or after the time
stated therein, shall be equivalent to the giving of such notice. By attending
or participating in a regular or special meeting, a director waives any required
notice of such meeting unless the director, at the beginning of the meeting,
objects to the holding of the meeting or the transacting of business thereat.
Neither the business to be transacted at, nor the purpose of, any regular
or special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.
4.7 Participation by Electronic Means. Except as may be otherwise
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provided by the Articles of Incorporation or Bylaws, members of the Board of
Directors or any committee designated by such Board may participate in a meeting
of the Board or committee by means of conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear each other at the same time. Such participation shall constitute presence
in person at the meeting.
4.8 Quorum and Manner of Acting. A quorum at all meetings of the Board of
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Directors shall consist of a majority of the number of directors then holding
office, but a smaller number may adjourn from time to time without further
notice, until a quorum is secured. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless the act of a greater number is required by the laws of the
State of Colorado or by the Articles of Incorporation or these Bylaws.
4.9 Organization. The Board of Directors shall elect a chairman from
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among the directors to preside at each meeting of the Board of Directors and at
all meetings of the stockholders. The Board of Directors shall elect a
Secretary to record the discussions and resolutions of each meeting.
4.10 Presumption of Assent. A director of the corporation who is present
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at a meeting of the Board of Directors or a committee of the Board of Directors
when corporate action is taken is deemed to have assented to the action taken
unless:
(A) He objects at the beginning of such meeting to the holding of the
meeting or the transacting of business at the meeting;
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(B) He contemporaneously requests that his dissent from the action
taken be entered in the minutes of such meeting; or
(C) He gives written notice of his dissent to the presiding officer of
such meeting before its adjournment or to the Secretary of the corporation
immediately after adjournment of such meeting.
The right of dissent as to a specific action taken in a meeting of the
Board of Directors or a committee of the Board of Directors is not available to
a director who votes in favor of such action.
4.11 Informal Action By Directors. Any action required or permitted to be
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taken at a meeting of the Board of Directors or any committee designated by said
Board of Directors may be taken without a meeting if the action is evidenced by
one or more written consents describing the action taken, signed by each
director or committee member, and delivered to the Secretary for inclusion in
the minutes or for filing with the corporate records. Action taken under this
section is effective when all directors or committee members have signed the
consent, unless the consent specifies a different effective date. Such consent
has the same force and effect as an unanimous vote of the directors or committee
members and may be stated as such in any document.
4.12 Vacancies. Any vacancy occurring in the Board of Directors may be
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filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors. A director elected to fill a
vacancy shall be elected for the unexpired term of his predecessor in office,
and shall hold such office until his successor is duly elected and shall
qualify. Any directorship to be filled by reason of an increase in the number
of directors shall be filled by the affirmative vote of a majority of the
directors then in office or by an election at an annual meeting, or at a special
meeting of shareholders called for that purpose. A director chosen to fill a
position resulting from an increase in the number of directors shall hold office
only until the next election of directors by the shareholders.
4.13 Compensation. By resolution of the Board of Directors and
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irrespective of any personal interest of any of the members, each director may
be paid his expenses, if any, of attendance at each meeting of the Board of
Directors, and may be paid a stated salary as director or a fixed sum for
attendance at each meeting of the Board of Directors or both. No such payment
shall preclude any director from serving the corporation in any other capacity
and receiving compensation therefor.
4.14 Removal of Directors. Any director or directors of the corporation
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may be removed at any time, with or without cause, in the manner provided in the
Colorado Corporation Code.
4.15 Resignations. A director of the corporation may resign at any time
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by giving written notice to the Board of Directors, President or Secretary of
the corporation. The resignation shall take effect upon the date of receipt of
such notice, or at such later time
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specified therein. The acceptance of such resignation shall not be necessary to
make it effective, unless the resignation requires such acceptance to be
effective.
ARTICLE V
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OFFICERS
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5.1 Number. The officers of the corporation shall be a President, a
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Secretary, and a Treasurer, each of whom shall be natural persons of the age of
eighteen years or older and who shall be elected by the Board of Directors.
Such other officers and assistant officers as may be deemed necessary may be
elected or appointed by the Board of Directors. Any two or more offices may be
held by the same person, except the offices of President and Secretary.
5.2 Election and Term of Office. The officers of the corporation to be
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elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after the annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as practicable.
Each officer shall hold office until his successor shall have been duly elected
and shall have qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided.
5.3 Removal. Any officer or agent may be removed by the Board of
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Directors with or without cause whenever in its judgment the best interests of
the corporation will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create contract rights.
5.4 Vacancies. A vacancy in any office because of death, resignation,
---------
removal, disqualification or otherwise, may be filled by the Board of Directors
for the unexpired portion of the term. In the event of absence or inability of
any officer to act, the Board of Directors may delegate the powers or duties of
such officer to any other officer, director or person whom it may select.
5.5 Powers. The officers of the corporation shall exercise and perform
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the respective powers, duties and functions as are stated below, and as may be
assigned to them by the Board of Directors.
(A) President. The President shall be the chief executive officer of
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the corporation and, subject to the control of the Board of Directors, shall
have general supervision, direction and control over all of the business and
affairs of the corporation. The President shall, when present, and in the
absence of a Chairman of the Board, preside at all meetings of the shareholders
and of the Board of Directors. The President may sign, with the Secretary or
any other proper officer of the corporation authorized by the Board of
Directors, certificates for shares of the corporation and deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed
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or executed; and in general shall perform all duties incident to the office of
President and such other duties as may be prescribed by the Board of Directors
from time to time.
(B) Vice President. If elected or appointed by the Board of
--------------
Directors, the Vice President (or in the event there is more than one Vice
President, the Vice Presidents in the order designated by the Board of
Directors, or in the absence of any designation, then in the order of their
election) shall, in the absence of the President or in the event of his death,
inability or refusal to act, perform all duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President. Any Vice President may sign, with the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary, certificates for shares of
the corporation; and shall perform such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.
(C) Secretary. The Secretary shall: keep the minutes of the
---------
proceedings of the shareholders and of the Board of Directors in one or more
books provided for that purpose; see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents the execution of
which on behalf of the corporation under its seal is duly authorized; keep a
register of the post office address of each shareholder which shall be furnished
to the Secretary by such shareholder; sign with the Chairman or Vice Chairman of
the Board of Directors, or the President, or a Vice President, certificates for
shares of the corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; have general charge of the stock transfer
books of the corporation; and in general perform all duties incident to the
office of Secretary and such other duties as from time to time may be assigned
to him by the President or by the Board of Directors.
(D) Assistant Secretary. The Assistant Secretary, when authorized by
-------------------
the Board of Directors, may sign with the Chairman or Vice Chairman of the Board
of Directors or the President or a Vice President certificates for shares of the
corporation the issuance of which shall have been authorized by a resolution of
the Board of Directors. An Assistant Secretary, at the request of the
Secretary, or in the absence or disability of the Secretary, also may perform
all of the duties of the Secretary. An Assistant Secretary shall perform such
other duties as may be assigned to him by the President or by the Secretary.
(E) Treasurer. The Treasurer shall: have charge and custody of and
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be responsible for all funds and securities of the corporation; receive and give
receipts for monies due and payable to the corporation from any source
whatsoever, and deposit all such monies in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with the provisions of these Bylaws; and keep accurate books of accounts of the
corporation's transactions, which shall be the property of the corporation, and
shall render financial reports and statements of condition of the corporation
when so requested by the Board of Directors or President. The Treasurer shall
perform all duties commonly incident to his office and such other duties as may
from time to time be assigned to him by the President or the Board
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of Directors. In the absence or disability of the President and Vice-President
or Vice-Presidents, the Treasurer shall perform the duties of the President.
(F) Assistant Treasurer. An Assistant Treasurer may, at the request
-------------------
of the Treasurer, or in the absence or disability of the Treasurer, perform all
of the duties of the Treasurer. He shall perform such other duties as may be
assigned to him by the President or by the Treasurer.
5.6 Compensation. All officers of the corporation may receive salaries or
------------
other compensation if so ordered and fixed by the Board of Directors. The Board
shall have authority to fix salaries in advance for stated periods or render the
same retroactive as the Board may deem advisable. No officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the corporation.
5.7 Bonds. If the Board of Directors by resolution shall so require, any
-----
officer or agent of the corporation shall give bond to the corporation in such
amount and with such surety as the Board of Directors may deem sufficient,
conditioned upon the faithful performance of their respective duties and
offices.
ARTICLE VI
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DIVIDENDS
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The Board of Directors from time to time may declare and the corporation
may pay dividends on its outstanding shares upon the terms and conditions and in
the manner provided by law and the Articles of Incorporation.
ARTICLE VII
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FINANCE
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7.1 Reserve Funds. The Board of Directors, in its uncontrolled
-------------
discretion, may set aside from time to time, out of the net profits or earned
surplus of the corporation, such sum or sums as it deems expedient as a reserve
fund to meet contingencies, for equalizing dividends, for maintaining any
property of the corporation, and for any other purpose.
7.2 Banking. The moneys of the corporation shall be deposited in the name
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of the corporation in such bank or banks or trust company or trust companies, as
the Board of Directors shall designate, and may be drawn out only on checks
signed in the name of the corporation by such person or persons as the Board of
Directors, by appropriate resolution, may direct. Notes and commercial paper,
when authorized by the Board, shall be signed in the name of the corporation by
such officer or officers or agent or agents as shall be authorized from time to
time.
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ARTICLE VIII
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CONTRACTS, LOANS AND CHECKS
---------------------------
8.1 Execution of Contracts. Except as otherwise provided by statute or by
----------------------
these Bylaws, the Board of Directors may authorize any officer or agent of the
corporation to enter into any contract, or execute and deliver any instrument in
the name of, and on behalf of the corporation. Such authority may be general or
confined to specific instances. Unless so authorized, no officer, agent or
employee shall have any power to bind the corporation for any purpose, except as
may be necessary to enable the corporation to carry on its normal and ordinary
course of business.
8.2 Loans. No loans shall be contracted on behalf of the corporation and
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no negotiable paper or otherwise evidence of indebtedness shall be issued in its
name unless authorized by the Board of Directors. When so authorized, any
officer or agent of the corporation may effect loans and advances at any time
for the corporation from any bank, trust company or institution, firm,
corporation or individual. An agent so authorized may make and deliver
promissory notes or other evidence of indebtedness of the corporation and may
mortgage, pledge, hypothecate or transfer any real or personal property held by
the corporation as security for the payment of such loans. Such authority, in
the Board of Directors' discretion, may be general or confined to specific
instances.
8.3 Checks. Checks, notes, drafts and demands for money or other evidence
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of indebtedness issued in the name of the corporation shall be signed by such
person or persons as designated by the Board of Directors and in the manner the
Board of Directors prescribes.
8.4 Deposits. All funds of the corporation not otherwise employed shall
--------
be deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositories as the Board of Directors may select.
ARTICLE IX
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FISCAL YEAR
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The fiscal year of the corporation shall be the year adopted by resolution
of the Board of Directors.
ARTICLE X
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CORPORATE SEAL
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The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the words "CORPORATE SEAL".
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ARTICLE XI
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AMENDMENTS
----------
Any Article or provision of these Bylaws may be altered, amended or
repealed, and new Bylaws may be adopted by a majority of the directors present
at any meeting of the Board of Directors of the corporation at which a quorum is
present. Notwithstanding the foregoing, however, these Bylaws may be altered,
amended or repealed and new Bylaws adopted by a vote of two-thirds in interest
of the outstanding shares of the corporation entitled to vote at a meeting duly
called for that purpose.
ARTICLE XII
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EXECUTIVE COMMITTEE
-------------------
12.1 Appointment. The Board of Directors by resolution adopted by a
-----------
majority of the full Board, may designate two or more of its members to
constitute an Executive Committee. The designation of such committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed by law.
12.2 Authority. The Executive Committee, when the Board of Directors is
---------
not in session shall have and may exercise all of the authority of the Board of
Directors except to the extent, if any, that such authority shall be limited by
the resolution appointing the Executive Committee and except also that the
Executive Committee shall not have the authority of the Board of Directors in
reference to declaring dividends and distributions, recommending to the
shareholders that the Articles of Incorporation be amended, recommending to the
shareholders the adoption of a plan of merger or consolidation, filling
vacancies on the Board of Directors or any committee thereof, recommending to
the shareholders the sale, lease or other disposition of all or substantially
all of the property and assets of the corporation otherwise than in the usual
and regular course of its business, recommending to the shareholders a voluntary
dissolution of the corporation or a revocation thereof, authorize or approve the
issuance or reacquisition of shares, or amending the Bylaws of the corporation.
12.3 Tenure and Qualifications. Each member of the Executive Committee
-------------------------
shall hold office until the next regular annual meeting of the Board of
Directors following the designation of such member and until his successor is
designated as a member of the Executive Committee and is elected and qualified.
12.4 Meetings. Regular meetings of the Executive Committee may be held
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without notice at such time and places as the Executive Committee may fix from
time to time by resolution. Special meetings of the Executive Committee may be
called by any member thereof upon not less than one day's notice stating the
place, date and hour of the meeting, which notice may be written or oral, and if
mailed, shall be deemed to be delivered when deposited in the United States mail
addressed to the member of the Executive Committee at his business address. Any
member of the Executive Committee may waive notice of any meeting and no notice
of any meeting need be given to any member thereof who attends in person. The
notice of a meeting of the Executive Committee need not state the business
proposed to be transacted at the meeting.
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12.5 Quorum. A majority of the members of the Executive Committee shall
------
constitute a quorum for the transaction of business at any meeting thereof, and
action of the Executive Committee must be authorized by the affirmative vote of
a majority of the members present at a meeting at which a quorum is present.
12.6 Informal Action by Executive Committee. Any action required or
--------------------------------------
permitted to be taken by the Executive Committed at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the members of the Committee entitled to vote with
respect to the subject matter thereof.
12.7 Vacancies. Any vacancy in the Executive Committee may be filled by a
---------
resolution adopted by a majority of the full Board of Directors.
12.8 Resignations and Removal. Any member of the Executive Committee may
------------------------
be removed at any time with or without cause by resolution adopted by a majority
of the full Board of Directors. Any member of the Executive Committee may
resign from the Executive Committee at any time by giving written notice to the
President or Secretary of the corporation, and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
12.9 Procedure. The Executive Committee shall elect a presiding officer
---------
from its members and may fix its own rules of procedure which shall not be
inconsistent with these Bylaws. It shall keep regular minutes of its
proceedings and report the same to the Board of Directors for its information at
the meeting thereof held next after the proceedings shall have been taken.
ARTICLE XIII
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EMERGENCY BYLAWS
----------------
The Emergency Bylaws provided in this Article XIII shall be operative
during any emergency in the conduct of the business of the corporation resulting
from an attack on the United States or any nuclear or atomic disaster,
notwithstanding any different provision in the preceding articles of the Bylaws
or in the Articles of Incorporation of the corporation or in the Colorado
Corporation Code. To the extent not inconsistent with the provisions of this
Article, the Bylaws provided in the preceding articles shall remain in effect
during such emergency and upon its termination the Emergency Bylaws shall cease
to be operative.
During any such emergency:
(A) A meeting of the Board of Directors may be called by any officer
or director of the corporation. Notice of the time and place of the meeting
shall be given by the person calling the meeting to such of the directors as it
may be feasible to reach by any available means of communication. Such notice
shall be given at such time in advance of the meeting as circumstances permit in
the judgment of the person calling the meeting.
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(B) At any such meeting of the Board of Directors, a quorum shall
consist of the number of directors in attendance at such meeting.
(C) The Board of Directors, either before or during any such
emergency, may, effective in the emergency, change the principal office or
designate several alternative principal offices or regional offices, or
authorize the officers so to do.
(D) The Board of Directors, either before or during any such
emergency, may provide, and from time to time modify, lines of succession in the
event that during such an emergency any or all officers or agents of the
corporation shall for any reason be rendered incapable of discharging their
duties.
(E) No officer, director or employee acting in accordance with these
Emergency Bylaws shall be liable except for willful misconduct. No officer,
director, or employee shall be liable for any action taken by him in good faith
in such an emergency in furtherance of the ordinary business affairs of the
corporation even though not authorized by the Bylaws then in effect.
(F) These Emergency Bylaws shall be subject to repeal or change by
further action of the Board of Directors or by action of the shareholders, but
no such repeal or change shall modify the provisions of the next preceding
paragraph with regard to action taken prior to the time of such repeal or
change. Any amendment of these Emergency Bylaws may make any further or
different provision that may be practical and necessary for the circumstances of
the emergency.