EXHIBIT 3.39
BYLAWS OF
ACCOMMODATIONS CENTER, INC.
ARTICLE I
OFFICES
Section 1.1 PRINCIPAL OFFICE.
The principal office of the corporation in the State of Colorado shall
be located in the County of San Miguel. The corporation may have such other
offices, either within or without the State of Colorado, as the Board of
Directors may designate or as the business of the corporation may require from
time to time.
Section 1.2 REGISTERED OFFICE.
The registered office of the corporation, required 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
SHAREHOLDERS
Section 2.1 ANNUAL MEETING.
Beginning 1993, the annual meeting of the shareholders shall be held on
the 1st day of July, in each year, at the hour of 10:00 a.m., or at such other
time on such other day as shall be fixed by the Board of Directors. If the day
fixed for the annual meeting shall be a legal holiday in the State of Colorado,
such meeting shall be held on the succeeding business day. If the election of
directors shall not be held on the day designated herein for any annual meeting
of the shareholders, or at any adjournment thereof, 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.
Section 2.2 SPECIAL MEETINGS.
Special meetings of the shareholders for any purpose or purposes,
unless otherwise prescribed by statute, may be called by the President or by the
Board of Directors and shall be called by the President at the request of the
holders of not less than one-half (1/2) of all outstanding shares of the
corporation entitled to vote at the meeting.
Section 2.3 PLACE OF MEETINGS.
The Board of Directors may designate any place, either within or
without the State of Colorado, as the place of meeting for any annual meeting or
for any special meeting called by the President of the Board of Directors. A
waiver of notice signed by all shareholders entitled to vote
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at a meeting may designate any place, either within or without the State of
Colorado, as the place for the holding of such meeting. If no designation is
made, or if a special meeting be otherwise called, the place of meeting shall be
the principal office of the corporation in the State of Colorado.
Section 2.4 NOTICE OF MEETING.
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, unless otherwise prescribed by statute, be
delivered not less than ten (10) nor more than fifty (50) days before the date
of the meeting, either personally or by mail, by or at the direction of the
President, or the Secretary, or the officer or other persons calling the
meeting, to each shareholder of record entitled to vote at such meeting.
Section 2.5 CONSENT OF ALL SHAREHOLDERS.
If all of the shareholders shall 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.
Section 2.6 CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or to determine
shareholders entitled to receive payment of any dividend, or in order to make a
determination of payment of any dividend, or in order to make a determination of
shareholders for any other purpose, the Board of Directors of the corporation
may provide that the share transfer books shall be closed for a stated period
but not to exceed, in any case, fifty (50) days. If the share 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.
Section 2.7 VOTING RECORD.
The officer or agent having charge of the stock transfer books for
shares of the corporation shall make, at least ten (10) 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 addresses of the shareholders and the number of shares held by
each. The record, for a period of ten (10) 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
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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.
Section 2.8 QUORUM.
A majority of the outstanding shares of the corporation 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 (60) 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 transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
Section 2.9 MANNER OF ACTING.
If a quorum is present, the affirmative vote of the majority 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.
Section 2.10 PROXIES.
At all meetings of shareholders a shareholder may vote in 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 (11) months from the date of its execution, unless otherwise provided in
the proxy.
Section 2.11 VOTING OF SHARES.
Unless otherwise provided by these Bylaws or the Articles of
Incorporation, each outstanding share entitled to vote shall be entitled to one
(1) 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.
Section 2.12 VOTING OF SHARES BY CERTAIN SHAREHOLDERS.
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.
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Shares standing in the name of a deceased person, a minor ward or an
incompetent person, may be voted by his administrator, 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 or
her, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him or her without a transfer of such shares into his or her
name.
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 in his or her name if authority so to
do be contained in an appropriate order of the court by which such receiver was
appointed.
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.
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.
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 or redemption had 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.
Section 2.13 INFORMAL ACTION BY SHAREHOLDERS.
Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof.
Section 2.14 VOTING BY BALLOT.
Voting on any question or in any election may be by voice vote unless
the presiding officer shall order or any shareholder shall demand that voting be
by ballot.
Section 2.15 NO CUMULATIVE VOTING.
No shareholder shall be permitted to accumulate his votes by giving one
(1) candidate as many votes as the number of such directors multiplied by the
number of his shares shall equal or by distributing such votes on the same
principal among any number of candidates.
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ARTICLE III
BOARD OF DIRECTORS
Section 3.1 GENERAL POWERS.
The business and affairs of the corporation shall be managed by its
Board of Directors.
Section 3.2 NUMBER, TENURE AND QUALIFICATIONS.
The number of directors of the corporation shall be fixed from time to
time by resolution of the Board of Directors, but shall not be less than three
(3). So long as the number of directors shall be less than three (3), no shares
of the corporation may be issued and held of record by more shareholders than
there are directors. Any shares issued in violation of this section shall be
null and void. This provision shall also constitute a restriction on the
transfer of shares of the corporation and a legend shall be conspicuously placed
on each certificate representing shares prohibiting transfer of the shares to
more shareholders than there are directors. Each director shall hold office
until the next annual meeting of the shareholders or until his successor shall
have been elected and qualified. Directors need not be residents of the State of
Colorado or shareholders of the corporation.
Section 3.3 REGULAR MEETINGS.
A regular meeting of the Board of Directors shall be held without
notice other than this bylaw immediately after, and at the same place as, the
annual meeting of shareholders. 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 notice other than such
resolution.
Section 3.4 SPECIAL MEETINGS.
Special meetings of the Board of Directors may be called by or at the
request of the President or any two (2) directors. 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.
Section 3.5 NOTICE.
Written notice of any special meeting of directors shall be given as
follows:
By mail to each director at his business address at least three (3)
days prior to the meeting; or by personal delivery or telegram at least
twenty-four (24) 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 mailed, such notice shall be
deemed to be delivered when deposited in the United States mail, so addressed,
with postage thereon prepaid. If notice be given by telegram, such notice shall
be deemed to be delivered
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when the telegram is delivered to the telegraph company. Any director may waive
notice of any meeting. The attendance of a director at any meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or conveyed. 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.
Section 3.6 QUORUM.
A majority of the number of directors fixed by or pursuant to Section
3.2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.
Section 3.7 MANNER OF ACTING.
Except as otherwise required by law or by the Articles of
Incorporation, 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.
Section 3.8 INFORMAL ACTION BY DIRECTORS.
Any action required or permitted to be taken by the Board of Directors
or by a committee thereof 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 directors or all of the committee members entitled to vote with respect to
the subject matter thereof.
Section 3.9 PARTICIPATION BY ELECTRONIC MEANS.
Any members of the Board of Directors or any committee designated by
such Board may participate in a meeting of the Board of Directors or committee
by means of telephone conference 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.
Section 3.10 VACANCIES.
Any vacancy occurring in the Board of Directors may be 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. Any directorship to
be filled by reason of an increase in the number of directors may be filled by
election by the Board of Directors for a term of office continuing only until
the next election of directors by shareholders.
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Section 3.11 RESIGNATION.
Any director of the corporation may resign at any time by giving
written notice to the President or the Secretary of the corporation. The
resignation of any director shall take effect upon receipt of notice thereof or
at such later time as shall be specified in such notice; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective. When one (1) or more directors shall resign from the board,
effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or resignations
shall become effective.
Section 3.12 REMOVAL.
Any director or directors of the corporation may be removed at any
time, with or without cause, in the manner provided in the Colorado Corporation
Code.
Section 3.13 COMMITTEES.
By resolution adopted by a majority of the Board of Directors, the
directors may designate two (2) or more directors to constitute a committee, any
of which shall have such authority in the management of the corporation as the
Board of Directors shall designate and as shall not be proscribed by the
Colorado Corporation Code.
Section 3.14 COMPENSATION.
By resolution of the Board of Directors and 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.
Section 3.15 PRESUMPTION OF ASSENT.
A director of the corporation who is present at a meeting of the Board
of Directors at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the Secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.
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ARTICLE IV
OFFICERS
Section 4.1 NUMBER.
The officers of the corporation shall be a President and a
Secretary/Treasurer, each of whom shall be elected by the Board of Directors. If
the Board of Directors deems it necessary to elect any vice presidents, it may
do so as the need arises. Additionally, such other officers and assistant
officers as may be deemed necessary may be elected or appointed by the Board of
Directors. Any two (2) or more offices may be held by the same person, except
the office of President and Secretary/Treasurer.
Section 4.2 ELECTION AND TERM OF OFFICE.
The officers of the corporation to be 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
or her successor shall have been duly elected and shall have qualified or until
his or her death or until he or she shall resign or shall have been removed in
the manner hereinafter provided.
Section 4.3 REMOVAL.
Any officer or agent may be removed by the Board of Directors 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.
Section 4.4 PRESIDENT.
The President shall be the chief executive officer of the corporation
and, subject to the control of the Board of Directors, shall in general
supervise and control all of the business and affairs of the corporation. He or
she shall, when present, preside at all meetings of the shareholders and of the
Board of Directors. He or she may sign, with the Secretary or any other proper
officer of the corporation thereunto 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 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.
Section 4.5 THE VICE PRESIDENTS.
If elected or appointed by the Board of Directors, the Vice President
(or in the event there be more than one vice president, the vice presidents in
the order designated at the time of their
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election), in the absence of the President or in the event of his death,
inability or refusal to act, shall 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 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.
Section 4.6 THE SECRETARY.
The Secretary shall: (a) keep the minutes of the proceedings of the
shareholders and of the Board of Directors in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) 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; (d) keep a register of the
post office address of each shareholder which shall be furnished to the
Secretary by such shareholder; (e) sign with 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; (f) have general charge
of the stock transfer books of the corporation; and (g) 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 or her by the President or by the Board of
Directors.
Section 4.7 THE TREASURER.
The Treasurer shall: (a) have custody of and be responsible for all
funds and securities of the corporation; (b) receive and give receipts for
moneys due and payable to the corporation from any source whatsoever, and
deposit all such moneys in the name of the corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of Article V of these Bylaws; and (c) in general perform all of the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him or her by the President or by the Board of
Directors.
Section 4.8 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.
The Assistant Secretaries, when authorized by the Board of Directors,
may sign with 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. The Assistant Secretaries and Assistant Treasurers, in
general, shall perform such duties as shall be assigned to them by the Secretary
or the Treasurer, respectively, or by the President or the Board of Directors.
Section 4.9 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.
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Section 4.10 SALARIES.
The salaries of the officers shall be fixed from time to time by the
Board of Directors and no officer shall be prevented from receiving such salary
by reason of the fact that he or she is also a director of the corporation.
ARTICLE V
CONTRACTS, LOANS, CHECK AND DEPOSITS
Section 5.1 CONTRACTS.
The Board of Directors may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any instrument in the
name of or on behalf of the corporation, and such authority may be general or
confined to specific instances.
Section 5.2 LOANS.
No loans shall be contracted for on behalf of the corporation and no
evidence of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.
Section 5.3 CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or
other evidence of indebtedness issued in the name of the corporation shall be
signed by such officer or officers, agent or agents of the corporation and in
such manner as shall, from time to time, be determined by resolution of the
Board of Directors.
Section 5.4 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 VI
SHARES, CERTIFICATES FOR SHARES AND TRANSFER OF SHARES
Section 6.1 REGULATION.
The Board of Directors may make such rules and 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.
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Section 6.2 CERTIFICATES FOR SHARES.
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 President (or a Vice President if one is
elected) and by the Secretary (or an Assistant Secretary if one is elected);
provided that such signatures may be facsimile if the certificate is
countersigned by a transfer agent or registered by a registrar other than 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 shall not issue certificates representing fractional
shares and shall not be obligated to make any transfers creating a fractional
interest in a share of stock. The corporation may, but shall not be obligated
to, issue scrip in lieu of any fractional shares, such scrip to have terms and
conditions specified by the Board of Directors.
Section 6.3 CANCELLATION OF CERTIFICATES.
All certificates surrendered to the corporation for transfer shall be
canceled and no new certificates shall be issued in lieu thereof until the
former certificates for a like number of shares shall have been surrendered and
canceled, except as herein provided with respect to lost, stolen or destroyed
certificates.
Section 6.4 LOST, STOLEN OR DESTROYED CERTIFICATES.
Any shareholder claiming that his or her certificate for shares is
lost, stolen or destroyed may make an affidavit or affirmation of this 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. Notwithstanding any
of the foregoing to the contrary, the Board of Directors may, in lieu of
requiring an indemnity bond, allow the shareholder to tender an agreement
indemnifying the corporation against any liability which may result from the
loss, theft, or destruction of the shareholder's certificate.
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6.5 TRANSFER OF SHARES.
Subject to the terms of any shareholder agreement 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 hereinafter 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 person, whether or not it
shall have express or other notice thereof, save as expressly provided by the
statutes of the State of Colorado.
Section 6.6 RESTRICTIONS ON TRANSFER.
No shareholder (including the heirs, devisees, assigns, executors, or
administrators of a deceased shareholder) shall sell or assign shares of the
corporation to any person, firm, corporation, or other entity not an existing
shareholder, or pledge the same or any part thereof by endorsement resulting in
delivery to a transferee who is not an existing shareholder, without first
offering such shares for sale to the corporation and other shareholders of the
corporation in the following manner:
A. Such shareholder shall give written notice by
registered or certified mail to the secretary of the corporation of his
intention to sell such shares. This notice shall specify the number of
shares to be sold, the price per share, and the terms upon which the
sale is to be made. The corporation shall have thirty (30) days from
the receipt of such notice within which to exercise its option to
purchase all or any full number of the shares so offered at the price
and upon the terms stated by the offering shareholder. Such purchase
may be authorized by the Board of Directors without any action by the
shareholders of the corporation.
B. In the event the corporation should indicate an
unwillingness to purchase, or otherwise fail to purchase all of such
shares within the thirty (30) day period, the secretary of the
corporation shall, within ten (10) days thereafter, given written
notice to each of the other shareholders of record, stating the number
of shares offered for sale but not purchased by the corporation, the
price per share, and the terms upon which the sale is being made. Such
notice shall be sent by mail addressed to each stockholder at his last
address as it appears on the books of the corporation. Within thirty
(30) days after the mailing of said notices, any shareholder desiring
to purchase part or all of such shares shall deliver by mail or
otherwise to the secretary of the corporation a written offer for the
number of shares desired by him, accompanied by the purchase price
therefor, with authorization to pay such purchase price against
delivery of such shares.
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ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall end on the 31st day of
December in each calendar year.
ARTICLE VIII
DIVIDENDS
The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its Articles of Incorporation.
ARTICLE IX
CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the words "Seal - Colorado -
ACCOMMODATIONS CENTER, INC."
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of
these Bylaws or under the provisions of the Articles of Incorporation or under
the provisions of the Colorado Corporation Code, or otherwise, a waiver thereof
in writing, signed by the person or persons entitled to such notice, whether
before or after the event or other circumstance requiring such notice, shall be
deemed equivalent to the giving of such notice.
ARTICLE Xi
AMENDMENTS
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.
ARTICLE XII
EXECUTIVE COMMITTEE
Section 12.1 APPOINTMENT.
The Board of Directors by resolution adopted by a majority of the full
Board may designate two (2) 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.
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Section 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
amending the Articles of Incorporation, adopting a plan of merger or
consolidation, recommending to the shareholders the sale, lease or other
disposition of all or substantially alt 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, or amending the Bylaws of the corporation.
Section 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 his designation and
until his successor is designated as a member of the Executive Committee and is
elected and qualified.
Section 12.4 MEETINGS.
Regular meetings of the Executive Committee may be held without notice
at such time and places as the Executive Committee may fix from time to time by
resolutions. Special meetings of the Executive Committee may be called by a
member thereof upon not less than one (1) 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.
Section 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.
Section 12.6 INFORMAL ACTION BY EXECUTIVE COMMITTEE.
Any action required or permitted to be taken by the Executive Committee
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 directors entitled to
vote with respect to the subject matter thereof.
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Section 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.
Section 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 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.
Section 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
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
an 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.
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 to do so.
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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.
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.
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