EXHIBIT 3.2
AMENDED AND RESTATED
BYLAWS
OF
ELDORADO ARTESIAN SPRINGS, INC.
ARTICLE I
SHAREHOLDERS
1. ANNUAL SHAREHOLDERS' MEETING. The annual shareholders' meeting of
Eldorado Artesian Springs, Inc. ("Corporation") shall be held in July of each
year or on some other date and at the time and place fixed from time to time by
the board of directors.
2. SPECIAL SHAREHOLDERS' MEETING. A special shareholders' meeting for
any purpose or purposes, may be called by the board of directors, the chief
executive officer, the chairman of the board, or the president. The Corporation
shall also hold a special shareholders' meeting in the event it receives, in the
manner specified in Section VII.3., one or more written demands for the meeting,
stating the purpose or purposes for which it is to be held, signed and dated by
the holders of shares representing not less than one-tenth of all of the votes
entitled to be cast on any issue at the meeting. Special meetings shall be held
at the principal office of the Corporation or at such other place as the board
of directors may determine.
3. RECORD DATE FOR DETERMINATION OF SHAREHOLDERS.
(a) In order to make a determination of shareholders (1) entitled to
notice of or to vote at any shareholders' meeting or at any adjournment of
a shareholders' meeting, (2) entitled to demand a special shareholders'
meeting, (3) entitled to take any other action, (4) entitled to receive
payment of a share dividend or a distribution, or (5) for any other
purpose, the board of directors may fix a future date as the record date
for such determination of shareholders. The record date may be fixed not
more than seventy days before the date of the proposed action.
(b) Unless otherwise specified when the record date is fixed, the time
of day for determination of shareholders shall be 5:00 p.m. local time on
the record date.
(c) A determination of shareholders entitled to be given notice of or
to vote at a shareholders' meeting is effective for any adjournment of the
meeting unless the board of directors fixes a new record date, which the
board shall do if the meeting is adjourned to a date more than one hundred
twenty days after the date fixed for the original meeting.
(d) If no record date is otherwise fixed, the record date for
determining shareholders entitled to be given notice of and to vote at an
annual or special shareholders' meeting is the day before the first notice
is given to shareholders.
(e) The record date for determining shareholders entitled to take
action without a meeting is the date a writing upon which the action is
taken is first received by the Corporation.
4. VOTING LIST.
(a) After a record date is fixed for a shareholders' meeting, the
secretary shall prepare a list of the names of all its shareholders who are
entitled to be given notice of the meeting. The list shall be arranged by
voting groups and within each voting group by class or series of shares,
shall be alphabetical within each class or series, and shall show the
address of, and the number of shares of each such class and series that are
held by, each shareholder.
(b) The shareholders' list shall be available for inspection by any
shareholder, beginning the earlier of ten days before the meeting for which
the list was prepared or two business days after notice of the meeting is
given and continuing through the meeting, and any adjournment thereof, at
the Corporation's principal office or at a place identified in the notice
of the meeting in the city where the meeting will be held.
(c) The secretary shall make the shareholders' list available at the
meeting, and any shareholder or agent or attorney of a shareholder is
entitled to inspect the list at any time during the meeting or any
adjournment.
5. NOTICE TO SHAREHOLDERS.
(a) The secretary shall give notice to shareholders of the date, time,
and place of each annual and special shareholders' meeting no fewer than
ten nor more than sixty days before the date of the meeting; except that,
if the articles of incorporation are to be amended to increase the number
of authorized shares, at least thirty days' notice shall be given. Except
as otherwise required by the Colorado Business Corporation Act, the
secretary shall be required to give such notice only to shareholders
entitled to vote at the meeting.
(b) Notice of an annual shareholders' meeting need not include a
description of the purpose or purposes for which the meeting is called
unless a purpose of the meeting is to consider an amendment to the articles
of incorporation, a restatement of the articles of incorporation, a plan of
merger or share exchange, disposition of substantially all of the property
of the Corporation, consent by the Corporation to the disposition of
property by another entity, or dissolution of the Corporation.
(c) Notice of a special shareholders' meeting shall include a
description of the purpose or purposes for which the meeting is called.
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(d) Notice of a shareholders' meeting shall be in writing and shall
be given:
(1) by deposit in the United States mail, properly addressed to
the shareholder's address shown in the Corporation's current record of
shareholders, first class postage prepaid, and, if so given, shall be
effective when mailed; or
(2) by telegraph, teletype, electronically transmitted facsimile,
electronic mail, mail, or private carrier or by personal delivery to
the shareholder, and, if so given, shall be effective when actually
received by the shareholder.
(e) If an annual or special shareholders' meeting is adjourned to a
different date, time, or place, notice need not be given of the new date,
time or place if the new date, time, or place is announced at the meeting
before adjournment; provided, however, that, if a new record date for the
adjourned meeting is fixed pursuant to Section I.3.(c), notice of the
adjourned meeting shall be given to persons who are shareholders as of the
new record date.
(f) If three successive notices are given by the Corporation, whether
with respect to a shareholders' meeting or otherwise, to a shareholder and
are returned as undeliverable, no further notices to such shareholder shall
be necessary until another address for the shareholder is made known to the
Corporation.
6. QUORUM. Shares entitled to vote as a separate voting group may take
action on a matter at a meeting only if a quorum of those shares exists with
respect to that matter. A majority of the votes entitled to be cast on the
matter by the voting group shall constitute a quorum of that voting group for
action on the matter. If a quorum does not exist with respect to any voting
group, the president, the board of directors, chief executive officer, chairman
of the board, or the holders of a majority of outstanding shares, whether
present in person or by proxy, whether or not a member of that voting group, may
adjourn the meeting to a different date, time, or place, and (subject to the
next sentence) notice need not be given of the new date, time, or place if the
new date, time, or place is announced at the meeting before adjournment. If a
new record date for the adjourned meeting is or must be fixed pursuant to
Section I.3.(c), notice of the adjourned meeting shall be given pursuant to
Section I.5. to persons who are shareholders as of the new record date. At any
adjourned meeting at which a quorum exists, any matter may be acted upon that
could have been acted upon at the meeting originally called; provided, however,
that, if new notice is given of the adjourned meeting, then such notice shall
state the purpose or purposes of the adjourned meeting sufficiently to permit
action on such matters. Once a share is represented for any purpose at a
meeting, including the purpose of determining that a quorum exists, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or shall be set for that
adjourned meeting.
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7. VOTING ENTITLEMENT OF SHARES. Except as stated in the articles of
incorporation, each outstanding share, regardless of class, is entitled to one
vote, and each fractional share is entitled to a corresponding fractional vote,
on each matter voted on at a shareholders' meeting.
8. PROXIES; ACCEPTANCE OF VOTES AND CONSENTS.
(a) A shareholder may vote either in person or by proxy.
(b) An appointment of a proxy is not effective against the Corporation
until the appointment is received by the Corporation. An appointment is
valid for eleven months unless a different period is expressly provided in
the appointment form.
(c) The Corporation may accept or reject any appointment of a proxy,
revocation of appointment of a proxy, vote, consent, waiver, or other
writing purportedly signed by or for a shareholder, if such acceptance or
rejection is in accordance with the provisions of (S)(S) 7-107-203 and 7-
107-205 of the Colorado Business Corporation Act.
9. WAIVER OF NOTICE.
(a) A shareholder may waive any notice required by the Colorado
Business Corporation Act, by the articles of incorporation or these bylaws,
whether before or after the date or time stated in the notice as the date
or time when any action will occur or has occurred. The waiver shall be in
writing, be signed by the shareholder entitled to the notice, and be
delivered to the Corporation for inclusion in the minutes or filing with
the corporate records, but such delivery and filing shall not be conditions
of the effectiveness of the waiver.
(b) A shareholder's attendance at a meeting waives objection to lack
of notice or defective notice of the meeting, unless the shareholder at the
beginning of the meeting objects to holding the meeting or transacting
business at the meeting because of lack of notice or defective notice, and
waives objection to consideration of a particular matter at the meeting
that is not within the purpose or purposes described in the meeting notice,
unless the shareholder objects to considering the matter when it is
presented.
10. ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action required or
permitted to be taken at a shareholders' meeting may be taken without a meeting
if all of the shareholders entitled to vote thereon consent to such action in
writing. Action taken pursuant to this section shall be effective when the
Corporation has received writings that describe and consent to the action,
signed by all of the shareholders entitled to vote thereon. Action taken
pursuant to this section shall be effective as of the date the last writing,
necessary to effect the action, is received by the Corporation, unless all of
the writings necessary to effect the action specify another date, which may be
before or after the date the writings are received by the Corporation. Such
action shall have
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the same effect as action taken at a meeting of shareholders and may be
described as such in any document. Any shareholder who has signed a writing
describing and consenting to action taken pursuant to this section may revoke
such consent by a writing signed by the shareholder describing the action and
stating that the shareholder's prior consent thereto is revoked, if such writing
is received by the secretary of the Corporation before the effectiveness of the
action.
11. MEETINGS BY TELECOMMUNICATIONS. Any or all of the shareholders may
participate in an annual or special shareholders' meeting by, or the meeting may
be conducted through the use of, any means of communication by which all persons
participating in the meeting may hear each other during the meeting. A
shareholder participating in a meeting by this means is deemed to be present in
person at the meeting.
ARTICLE II
DIRECTORS
1. AUTHORITY OF THE BOARD OF DIRECTORS. The corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
Corporation shall be managed under the direction of, a board of directors.
2. NUMBER. The number of directors shall be at least one and not more
than seven. Within that range, the number of directors shall be as stated by
resolution adopted by the board of directors from time to time, but no decrease
in the number of directors shall have the effect of shortening the term of any
incumbent director.
3. QUALIFICATION. Directors shall be natural persons at least eighteen
years old but need not be residents of the State of Colorado or shareholders of
the Corporation.
4. ELECTION. The board of directors shall be elected at the annual
meeting of the shareholders or at a special meeting called for that purpose.
5. TERM.
Each director shall be elected to hold office until the next annual
meeting of shareholders and until the director's successor is elected and
qualified.
The term of a director elected to fill a vacancy by the board of
directors, even if less than a quorum, expires at the next annual meeting at
which directors are elected. Unless prohibited by the articles of
incorporation, shareholders may fill a vacancy that occurs on the board of
directors. If shareholders are permitted by the articles of incorporation to
fill a vacancy on the board of directors, the term of a director so elected
shall be the unexpired term of his or her last predecessor in office elected by
the shareholders.
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6. RESIGNATION. A director may resign at any time by giving written
notice of his or her resignation to any other director or (if the director is
not also the secretary) to the secretary. The resignation shall be effective
when it is received by the other director or secretary, as the case may be,
unless the notice of resignation specifies a later effective date. Acceptance
of such resignation shall not be necessary to make it effective unless the
notice so provides.
7. REMOVAL. Any director may be removed by the shareholders, of the
voting group that elected the director, but only with cause, at a meeting called
for that purpose. The notice of the meeting shall state that the purpose, or
one of the purposes, of the meeting is removal of the director. A director may
be removed only if the number of votes cast in favor of removal exceeds the
number of votes cast against removal.
8. VACANCIES.
(a) If a vacancy occurs on the board of directors, including a vacancy
resulting from an increase in the number of directors:
(1) The board of directors may fill the vacancy; or
(2) If the directors remaining in office constitute fewer than a
quorum of the board, they may fill the vacancy by the affirmative vote
of a majority of all the directors remaining in office.
(b) Notwithstanding Section II.8.(a), if the vacant office was held by
a director elected by a voting group of shareholders, then, if one or more
of the remaining directors were elected by the same voting group, only such
directors are entitled to vote to fill the vacancy if it is filled by
directors, and they may do so by the affirmative vote of a majority of such
directors remaining in office; and only the holders of shares of that
voting group are entitled to vote to fill the vacancy if it is filled by
the shareholders.
(c) A vacancy that will occur at a specific later date, by reason of a
resignation that will become effective at a later date under Section II.6.
or otherwise, may be filled before the vacancy occurs, but the new director
may not take office until the vacancy occurs.
9. MEETINGS. The board of directors may hold regular or special meetings
in or out of the State of Colorado. The board of directors may, by resolution,
establish dates, times and places for regular meetings, which may thereafter be
held without further notice. Special meetings may be called by the president,
chairman, chief executive officer or by any two directors and shall be held at
the principal office of the Corporation unless another place is consented to by
every director. At any time when the board consists of a single director, that
director may act at any time, date, or place without notice.
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10. NOTICE OF SPECIAL MEETING. Notice of a special meeting shall be given
to every director at least forty eight (48) hours before the time of the
meeting, stating the date, time, and place of the meeting. The notice need not
describe the purpose of the meeting. Notice may be given orally to the
director, personally or by telephone or other wire or wireless communication.
Notice may also be given in writing by telegraph, teletype, electronically
transmitted facsimile, electronic mail, mail, or private carrier. Notice shall
be effective at the earliest of the time it is received; five days after it is
deposited in the United States mail, properly addressed to the last address for
the director shown on the records of the Corporation, first class postage
prepaid; or the date shown on the return receipt if mailed by registered or
certified mail, return receipt requested, postage prepaid, in the United States
mail and if the return receipt is signed by the director to which the notice is
addressed.
11. QUORUM. Except as provided in Section II.8., a majority of the number
of directors fixed in accordance with these bylaws shall constitute a quorum for
the transaction of business at all meetings of the board of directors. The act
of a majority of the directors present at any meeting at which a quorum is
present shall be the act of the board of directors, except as otherwise
specifically required by law.
12. WAIVER OF NOTICE.
(a) A director may waive any notice of a meeting before or after the
time and date of the meeting stated in the notice. Except as provided by
Section II. 12.(b), the waiver shall be in writing and shall be signed by
the director. Such waiver shall be delivered to the secretary for filing
with the corporate records, but such delivery and filing shall not be
conditions of the effectiveness of the waiver.
(b) A director's attendance at or participation in a meeting waives
any required notice to him or her of the meeting unless, at the beginning
of the meeting or promptly upon his or her later arrival, the director
objects to holding the meeting or transacting business at the meeting
because of lack of notice or defective notice and does not thereafter vote
for or assent to action taken at the meeting.
13. ATTENDANCE BY TELEPHONE. One or more directors may participate in a
regular or special meeting by, or conduct the meeting through the use of, any
means of communication by which all directors participating may hear each other
during the meeting. A director participating in a meeting by this means is
deemed to be present in person at the meeting.
14. DEEMED ASSENT TO ACTION. A director who is present at a meeting of
the board of directors when corporate action is taken shall be deemed to have
assented to all action taken at the meeting unless:
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(a) The director objects at the beginning of the meeting, or promptly
upon his or her arrival, to holding the meeting or transacting business at
the meeting and does not thereafter vote for or assent to any action taken
at the meeting;
(b) The director contemporaneously requests that his or her dissent or
abstention as to any specific action taken be entered in the minutes of the
meeting; or
(c) The director causes written notice of his or her dissent or
abstention as to any specific action to be received by the presiding
officer of the meeting before adjournment of the meeting or by the
secretary (or, if the director is the secretary, by another director)
promptly after adjournment of the meeting.
The right of dissent or abstention pursuant to this Section II.14. as to a
specific action is not available to a director who votes in favor of the action
taken.
15. ACTION BY DIRECTORS WITHOUT A MEETING. Any action required or
permitted by law to be taken at a board of directors' meeting may be taken
without a meeting if all members of the board consent to such action in writing.
Action shall be deemed to have been so taken by the board at the time the last
director signs a writing describing the action taken, unless, before such time,
any director has revoked his or her consent by a writing signed by the director
and received by the secretary or any other person authorized by the bylaws or
the board of directors to receive such a revocation. Such action shall be
effective at the time and date it is so taken unless the directors establish a
different effective time or date. Such action has the same effect as action
taken at a meeting of directors and may be described as such in any document.
ARTICLE III
COMMITTEES OF THE BOARD OF DIRECTORS
Subject to the provisions of Section 7-109-106 of the Colorado Business
Corporation Act (the "Act"), the board of directors may create one or more
committees and appoint one or more members of the board of directors to serve on
them. The creation of a committee and appointment of members to it shall
require the approval of a majority of all the directors in office when the
action is taken.
The provisions of these bylaws governing meetings, action without meeting,
notice, waiver of notice, and quorum and voting requirements of the board of
directors apply to committees and their members as well.
To the extent specified by resolution adopted from time to time by a
majority of all the directors in office when the resolution is adopted, each
committee shall exercise the authority of the board of directors with respect to
the corporate powers and the management of the business and affairs of the
Corporation, except that a committee shall not:
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(a) Authorize distributions;
(b) Approve or propose to shareholders action that the Act requires
to be approved by shareholders;
(c) Fill vacancies on the board of directors or on any of its
committees;
(d) Amend the articles of incorporation pursuant to Section 7-110-102
of the Act, as amended or superseded;
(e) Adopt, amend, or repeal bylaws;
(f) Approve a plan of merger not requiring shareholder approval;
(g) Authorize or approve reacquisition of shares, except according to
a formula or method prescribed by the board of directors; or
(h) Authorize or approve the issuance or sale of shares, or a
contract for the sale of shares, or determine the designation and
relative rights, preferences, and limitations of a class or
series of shares; except that the board of directors may
authorize a committee or an officer to do so within limits
specifically prescribed by the board of directors.
The creation of, delegation of authority to, or action by, a committee
does not alone constitute compliance by a director with applicable standards of
conduct.
ARTICLE IV
OFFICERS
1. GENERAL. The Corporation shall have as officers a president, a
secretary, and a chief financial officer, who shall be appointed by the board of
directors. The board of directors may appoint such other officers, including a
chairman of the board, as they may consider necessary. The board of directors
and such other officers as the board of directors may authorize from time to
time, acting singly, may appoint as additional officers one or more vice
presidents, assistant secretaries, assistant treasurers, and such other
subordinate officers as the board of directors or such other appointing officers
deem necessary or appropriate. The officers of the Corporation shall hold
their offices for such terms and shall exercise such authority and perform such
duties as shall be determined from time to time by these bylaws, the board of
directors, or (with respect to officers whom are appointed by the appointing
officers) the persons appointing them; provided, however, that the board of
directors may change the term of offices and the authority of any officer
appointed by the appointing officers. Any two or more offices may be held by
the same person. The officers of the Corporation shall be natural persons at
least eighteen years old.
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2. TERM. Each officer shall hold office from the time of appointment
until the time of removal or resignation pursuant to Section IV.3. or until the
officer's death.
3. REMOVAL AND RESIGNATION. Any officer appointed by the board of
directors may be removed at any time by the board of directors. Any officer
appointed by an appointing officer may be removed at any time by the board of
directors or by the person appointing the officer. Any officer may resign at
any time by giving written notice of resignation to any director (or to any
director other than the resigning officer if the officer is also a director), to
the chief executive officer, to the president, to the secretary, or to the
officer who appointed the officer. Notwithstanding this Section IV.3, a
resignation may constitute a breach of contract. Acceptance of such resignation
shall not be necessary to make it effective, unless the notice so provides.
4. PRESIDENT. The president shall preside at all meetings of
shareholders, and the president shall also preside at all meetings of the board
of directors unless the board of directors has appointed a chairman, vice
chairman, or other officer of the board and has authorized such person to
preside at meetings of the board of directors instead of the president. Subject
to the direction and control of the board of directors, the president shall be
the chief executive officer of the Corporation and as such shall have general
and active management of the business of the Corporation. The president may
negotiate, enter into, and execute contracts, deeds, and other instruments on
behalf of the Corporation as are necessary and appropriate to the conduct of the
business and affairs of the Corporation or as are approved by the board of
directors. The president shall have such additional authority and duties as are
appropriate and customary for the office of president and chief executive
officer, except as the same may be expanded or limited by the board of directors
from time to time.
5. VICE PRESIDENT. The vice president, if any, or, if there are more
than one, the vice presidents in the order determined by the board of directors
or the president (or, if no such determination is made, in the order of their
appointment), shall be the officer or officers next in seniority after the
president. Each vice president shall have such authority and duties as are
prescribed by the board of directors or president. Upon the death, absence, or
disability of the president, the vice president, if any, or, if there are more
than one, the vice presidents in the order determined by the board of directors
or the president, shall have the authority and duties of the president.
6. SECRETARY. The secretary shall be responsible for the preparation and
maintenance of minutes of the meetings of the board of directors and of the
shareholders and of the other records and information required to be kept by the
Corporation under section 7-116-101 of the Act and for authenticating records of
the Corporation. The secretary, president or other authorized officer shall
give, or cause to be given, notice of all meetings of the shareholders and
special meetings of the board of directors. The secretary will keep the minutes
of such meetings, have charge of the corporate seal and have authority to affix
the corporate seal to any instrument requiring it (and, when so affixed, it may
be attested by the secretary's signature), be responsible for the maintenance of
all other corporate records and files and for the preparation and filing of
reports to governmental agencies (other than tax returns), and have such other
authority and duties as are
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appropriate and customary for the office of secretary, except as the same may be
expanded or limited by the board of directors from time to time.
7. ASSISTANT SECRETARY. The assistant secretary, if any, or, if there
are more than one, the assistant secretaries in the order determined by the
board of directors or the secretary (or, if no such determination is made, in
the order of their appointment) shall, under the supervision of the secretary,
perform such duties and have such authority as may be prescribed from time to
time by the board of directors or the secretary, and shall have such other
authority and duties as are appropriate and customary for the office of
assistant secretary, except as the same may be expanded or limited by the board
of directors from time to time. Upon the death, absence, or disability of the
secretary, the assistant secretary, if any, or, if there are more than one, the
assistant secretaries in the order designated by the board of directors or the
secretary (or, if no such determination is made, in the order of their
appointment), shall have the authority and duties of the secretary.
8. CHIEF FINANCIAL OFFICER. The chief financial officer shall have
control of the funds and the care and custody of all stocks, bonds, and other
securities owned by the Corporation, and shall be responsible for the
preparation and filing of tax returns. The chief financial officer shall
receive all moneys paid to the Corporation and, subject to any limits imposed by
the board of directors, shall have authority to give receipts and vouchers, to
sign and endorse checks and warrants in the Corporation's name and on the
Corporation's behalf, and give full discharge for the same. The chief financial
officer shall also have charge of disbursement of funds of the Corporation,
shall keep full and accurate records of the receipts and disbursements, and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as shall be designated by the
board of directors. The chief financial officer shall have such additional
authority and duties as are appropriate and customary for the office of chief
financial officer, except as the same may be expanded or limited by the board of
directors from time to time.
9. ASSISTANT TREASURER. The assistant treasurer, if any, or, if there
are more than one, the assistant treasurers in the order determined by the board
of directors or the treasurer (or, if no such determination is made, in the
order of their appointment) shall, under the supervision of the treasurer, have
such authority and duties as may be prescribed from time to time by the board of
directors or the treasurer. The assistant treasurer shall have such additional
authority and duties as are appropriate and customary for the office of
assistant treasurer, except as the same may be expanded or limited by the board
of directors from time to time. Upon the death, absence, or disability of the
treasurer, the assistant treasurer, if any, or if there are more than one, the
assistant treasurers in the order determined by the board of directors or the
treasurer (or, if no such determination is made, in the order of their
appointment), shall have the authority and duties of the treasurer.
10. COMPENSATION. Officers shall receive such compensation for their
services as may be authorized or ratified by the board of directors. Election
or appointment of an officer shall not of itself create a contractual right to
compensation for services performed as such officer.
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ARTICLE V
INDEMNIFICATION
1. DIRECTORS. The corporation shall indemnify directors of the
corporation in their capacities as directors pursuant to the procedures set
forth in, and to the fullest extent authorized by, Colorado law as the same
exists or may hereafter be amended. The right to indemnification provided
herein shall be a contract right and shall include the right to be paid by the
corporation in accordance with Colorado law for expenses incurred in advance of
any proceeding's final disposition.
2. OFFICERS, EMPLOYEES, FIDUCIARIES AND AGENTS. The corporation may
indemnify officers, employees, fiduciaries and agents of the corporation to the
same extent as is permitted for directors under Colorado law (and to a greater
extent if consistent with law). No such indemnification shall be made without
the prior approval of the Board of Directors and the determination by the Board
of Directors that such indemnification is permissible.
3. INSURANCE. The corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee, fiduciary and agent of the
corporation or another corpora tion, partnership, joint venture, trust, or
other enterprise against any expense, liability or loss whether or not the
corporation would have the power to indemnify such person against such expense,
liability or loss under Colorado law.
4. NOT EXCLUSIVE. The foregoing rights of indemnification shall not be
exclusive of other rights to which any director, officer, employee or agent may
be entitled as a matter of law.
ARTICLE VI
SHARES
1. CERTIFICATES. Certificates representing shares of the capital stock
of the Corporation shall be in such form as is approved by the board of
directors and shall be signed by the chairman or vice chairman of the board of
directors (if any), or the president or any vice president, and by the secretary
or an assistant secretary or the chief financial officer or an assistant
treasurer. All certificates shall be consecutively numbered, and the names of
the owners, the number of shares, and the date of issue shall be entered on the
books of the Corporation. Each certificate representing shares shall state upon
its face:
(a) That the Corporation is organized under the laws of the State of
Colorado;
(b) The name of the person to whom issued;
(c) The number and class of the shares and the designation of the
series, if any, that the certificate represents;
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(d) The par value, if any, of each share represented by the
certificate;
(e) If the Corporation is authorized to issue different classes or
series of shares, a conspicuous statement, on the front or back of each
certificate, that the Corporation will furnish to the shareholder, on
request in writing and without charge, information concerning the
designations, preferences, limitations, and relative rights applicable to
each class, the variations in preferences, limitations, and rights
determined for each series, and the authority of the board of directors to
determine variations for future classes or series; and
(f) Any restrictions imposed by the Corporation upon the transfer of
the shares represented by the certificate.
2. FACSIMILE SIGNATURES. Where a certificate is signed:
(a) By a transfer agent other than the Corporation or its employee, or
(b) By a registrar other than the Corporation or its employee, any or
all of the officers' signatures on the certificate required by Section
VI.1. may be facsimile. If any officer, transfer agent or registrar who
has signed, or whose facsimile signature or signatures have been placed
upon, any certificate, shall cease to be such officer, transfer agent, or
registrar, whether because of death, resignation, or otherwise, before the
certificate is issued by the Corporation, it may nevertheless be issued by
the Corporation with the same effect as if he or she were such officer,
transfer agent or registrar at the date of issue.
3. TRANSFERS OF SHARES. Transfers of shares shall be made on the books
of the Corporation only upon presentation of the certificate or certificates
representing such shares properly endorsed by the person or persons appearing
upon the face of such certificate to be the owner, or accompanied by a proper
transfer or assignment separate from the certificate, except as may otherwise be
expressly provided by the statutes of the State of Colorado or by order of a
court of competent jurisdiction. The officers or transfer agents of the
Corporation may, in their discretion, require a signature guaranty before making
any transfer. The Corporation shall be entitled to treat the person in whose
name any shares are registered on its books as the owner of those shares for all
purposes and shall not be bound to recognize any equitable or other claim or
interest in the shares on the part of any other person, whether or not the
Corporation shall have notice of such claim or interest.
4. SHARES HELD FOR ACCOUNT OF ANOTHER. The board of directors may adopt
by resolution a procedure whereby a shareholder of the Corporation may certify
in writing to the Corporation that all or a portion of the shares registered in
the name of such shareholder are held for the account of a specified person or
persons. The resolution shall set forth:
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(a) The classification of shareholders who may certify;
(b) The purpose or purposes for which the certification may be made;
(c) The form of certification and information to be contained herein;
(d) If the certification is with respect to a record date or closing
of the stock transfer books, the time after the record date or the closing
of the stock transfer books within which the certification must be received
by the Corporation; and
(e) Such other provisions with respect to the procedure as are deemed
necessary or desirable. Upon receipt by the Corporation of a certification
complying with the procedure, the persons specified in the certification
shall be deemed, for the purpose or purposes set forth in the
certification, to be the holders of record of the number of shares
specified in place of the shareholder making the certification.
ARTICLE VII
MISCELLANEOUS
1. CORPORATE SEAL. The board of directors may adopt a seal, circular in
form and bearing the name of the Corporation and the words "SEAL" and
"COLORADO," which, when adopted, shall constitute the seal of the Corporation.
The seal may be used by causing it or a facsimile of it to be impressed,
affixed, manually reproduced, or rubber stamped with indelible ink.
2. FISCAL YEAR. The board of directors may, by resolution, adopt a
fiscal year for the Corporation.
3. RECEIPT OF NOTICES BY THE CORPORATION. Notices, shareholder writings
consenting to action, and other documents or writings shall be deemed to have
been received by the Corporation when they are received:
(a) At the registered office of the Corporation in the State of
Colorado;
(b) At the principal office of the Corporation (as that office is
designated in the most recent document filed by the Corporation with the
Secretary of State for the State of Colorado designating a principal
office) addressed to the attention of the secretary of the Corporation;
(c) By the secretary of the Corporation wherever the secretary may be
found; or
(d) By any other person authorized from time to time by the board of
directors, the president, or the secretary to receive such writings,
wherever such person is found.
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4. AMENDMENT OF BYLAWS. These bylaws may at any time and from time to
time be amended, supplemented, or repealed by the board of directors.
5. INTERESTED TRANSACTIONS. For every material transaction to which the
corporation is to be a party and in which any affiliate of the corporation, or
any associate or affiliate of the foregoing, has an indirect or direct material
interest, the terms of the transaction will be no less favorable to the
corporation than could be obtained from a nonaffiliated third party for similar
goods, services or real or personal property. All material affiliated
transactions and loans, and any forgiveness of loans, must be approved by a
majority of the corporation's independent directors who do not have an interest
in the transaction and who had access, at the corporation's expense, to the
corporation's or independent legal counsel.
CERTIFICATE
I hereby certify that the foregoing Bylaws, consisting of fifteen (15) pages,
including this page, constitute the Bylaws of Eldorado Artesian Springs, Inc.
adopted by the Board of Directors of the corporation as of December 1998.
/s/ Douglas A. Larson
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