EXHIBIT 3.54
BYLAWS
OF
COLUMBINE MANAGEMENT COMPANY
ARTICLE I
Offices
1. Business Offices. The principal office of the corporation
shall be at Dillon, Colorado. The corporation may also have one or more offices
at such other place or places within or without the State of Colorado as the
Board of Directors may from time to time determine or as the business of the
corporation may require.
2. Registered Office. The registered office of the corporation
shall be as set forth in the Articles of Incorporation, unless changed as
provided by the Colorado Corporation Code.
ARTICLE II
Shareholders' Meetings
1. Annual Meetings. The annual meeting of shareholders for the
election of directors to succeed those whose terms expire and for the
transaction of such other business as may come before the meeting shall be held
in each year on the first Friday in June at l0:00 A.M. If the day so fixed for
such annual meeting shall be a legal holiday, than such meeting shall be held
on the next succeeding business day.
2. Special Meetings. Special meetings of shareholders for any
purpose or purposes, unless otherwise prescribed by statute or by the Articles
of Incorporation, may be called at any time by the President or by the
Secretary upon the request (which shall state the purpose or purposes therefor)
of the holders of not less than one-tenth (1/10) of the outstanding shares of
the corporation entitled to vote at the meeting.
3. Place of Meeting. Meetings of shareholders shall be held at
the principal office of the corporation or at such other place or places,
within or without the State of Colorado, as may be from time to time determined
by the Board of Directors.
4. Notice of Meetings. Notice of each meeting of shareholder,
whether annual or special, shall be given not less than ten (10) nor more than
fifty (50) days prior thereto to each shareholder of record entitled to vote
thereat by delivering written or printed notice thereof to such shareholder
personally or by mailing the same to his address as it appears on the stock
transfer books of the corporation; provided, however, that if the authorized
shares of the corporation are proposed to be increased, at least thirty (30)
days notice in like manner shall be given. The notice of all meetings shall
state the place, day and hour thereof. The notice of a special meeting shall,
in addition, state the purposes thereof. Whenever any notice is required to be
given by these Bylaws, the Articles of Incorporation of this corporation or by
any of the corporation laws of the State of Colorado, a waiver thereof in
writing, signed by the person or persons entitled, to such notice, whether
before or after the time stated therein, shall be deemed equivalent thereto.
5. Fixing Record Date. The Board of Directors shall fix in
advance a date not less than ten (10) nor more than fifty (50) days preceding
the date of any meeting of shareholders, or the day for payment of any
dividend, or the date for the allotment of rights or the date when any change
or conversion or exchange of authorized shares shall go into effect, or a date
fixed as the final date for obtaining such consent, as a record date for the
determination of the shareholders entitled to notice of, and to vote at, any
such meeting and any adjournment thereof, or entitled to receive any such
dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to give
such consent, and in such case only such shareholders as shall be shareholders
of record on the date so fixed shall be entitled to notice of, and to vote at,
such meeting and any adjournment thereof, or to receive payment of such
dividend, or to receive such allotment of rights, or to exercise such rights,
or to give such consent, as the case may be, notwithstanding any transfer of
any shares on the books of the corporation after any such record date fixed as
aforesaid.
6. Voting List. At least ten (10) days before every meeting of
shareholders, a complete list of shareholders entitled to vote thereat or any
adjournment thereof, arranged in alphabetical order, showing the address of
each shareholder and the number of shares held by each, shall be prepared by
the officer or agent of the corporation who has charge of the stock transfer
books of the corporation. Such list shall be open at the principal office of
the corporation to the inspection of any shareholder during usual business
hours for such period, and such list shall be produced and kept at the time and
place of the meeting during the whole time thereof and subject to the
inspection of any shareholder who may be present.
7. Organization. The Chairman of the Board shall call meetings
of shareho1ders to order end act as chairman of such meetings. In the absence
of said officer, any shareholder entitled to vote thereat, or any proxy of any
such shareholder, may call the meeting to order and a chairman shall be
elected. Any person appointed by the chairman shall act as secretary of such
meetings.
8. Quorum. The holders of a majority of the shares issued and
outstanding and entitled to vote thereat shall when present in person or
represented by proxy be requisite to and shall constitute a quorum at all
meetings of shareholders for the transaction of business, except as otherwise
provided by Statute, the Articles of Incorporation, or by these Bylaws. In the
absence of a quorum at any such meeting, a majority of the shareholders present
in parson or represented by proxy and entitled to vote thereat may adjourn the
meeting from time to time without further notice until a quorum shall be
present or represented.
9. Voting. At every meeting of shareholders, each shareholder
having the right to vote shall be entitled to vote in person or by proxy
executed in writing by such shareholder or by his duly authorized
attorney-in-fact; provided, however, that no such proxy shall be valid after
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eleven (11) months from the date of its execution, unless such proxy expressly
provides for a longer period.
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
corporation may determine.
Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such
shares into his name. 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.
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 to do so
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 pledges, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the corporation or held by it in
a fiduciary capacity shall not be voted, directly or indirectly, at any meeting
and shall hot be counted in determining the total number of outstanding shares
at any given time.
When a quorum is present at any meeting, the vote of the holders of a
majority of the shares having voting power present in person or represented by
proxy snail decide any question brought before such meeting, unless the
question is one upon which by express provision of a statute, the Articles of
Incorporation or these Bylaws, a different vote is required, in which case such
express provision snail govern and control the decision of such question.
In all elections of Directors there shall not, unless otherwise
specifically stated in the Articles of Incorporation, be cumulative voting, and
every shareholder entitled to vote may vote in person or by proxy and shall
have one vote for each such share standing in his name on the books of the
corporation.
ARTICLE III
Board of Directors
1. Election and Tenure. The business and affairs of the
corporation shall be managed by a Board of Directors who shall be elected at
the annual meetings of shareholders by a majority vote, and each director shall
be elected to serve until the next succeeding annual meeting and until his
successor shall be elected and shall qualify. Directors shall be removable in
the manner provided by the corporation laws of the State of Colorado.
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2. Number and Qualification. The Board of Directors shall
consist of at least three directors, but in no event more than nine (9)
members. Directors need not be shareholders or residents of the State of
Colorado.
3. Organization Meetings. After each annual election of
directors, the Board of Directors shall meet for the purpose of organization
and/or transaction of any other business.
4. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such time or times as may be determined by the Board of
Directors and specified in the notice of each such meeting.
5. Special Meeting. Special meetings of the Board of Directors
nay be called by the Chairman of the Board or President on three (3) days
notice to each director, either personally, by mail, by telegram or by
telephone, and shall be called by the President or Secretary in like manner and
on like notice on the written request of any two directors. The purpose of a
special meeting of the Board of Directors need not be stated in the notice
thereof.
6. Place of Meeting. Any meeting of the Board of Directors may
be held at such place or places either within or without the State of Colorado
as shall from time to time be determined by the Board of Directors or fixed by
the Chairman of the Board and designated in the notice of the meeting.
7. Quorum. A majority of the number of directors shall
constitute a quorum at all meetings of the Board of Directors, and the act of a
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors. In the absence of a quorum at any
such meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice until a quorum shall be present.
8. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining directors
even though they constitute less than a quorum of the Board of Directors. A
director elected to fill a vacancy shall be elected for the unexpired terra of
his predecessor in office. 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 until the next annual meeting of shareholders and
until his successor shall be elected and shall qualify.
9. Executive Committee. The Board of Directors, by resolution
adopted by a majority of the number of directors may designate two (2) or more
directors to constitute an executive committee, which committee, to the extent
provided in such resolution, shall have and may exercise all of the authority
of the Board of Directors in the management of the corporation; provided,
however, that such committee shall in no case act to the exclusion of the Board
of Directors whether in session or not.
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10. Compensation of Directors. Directors of the corporation may
be paid such annual compensation as may from time to time be fixed by
resolution of the Board of Directors. All directors may be allowed a fixed sum
and expenses incurred for attendance at each regular or special meeting of the
Board of Directors as may be from time to time fixed by resolution of the Board
of Directors. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.
11. Stock Ownership. The Board of Directors has the power to
authorize that all stock or other securities purchased by the corporation in
any foreign or domestic corporation, be carried in the name of any brokerage
house that the directors are then dealing with and that they then authorize
such brokerage house to carry a particular security as a house account.
12. Authorized Issuance of Capital Stock. The Board of Directors
shall have the power to issue the capital stock of the corporation to the full
amount or number of shares authorized by the Articles of Incorporation, in such
amounts and proportions as from time to time' shall be determined by it, and to
accept in full such property as it may determine shall be good and sufficient
consideration and necessary for the business of the corporation.
13. 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,
ARTICLE IV
Notices and Action Without Meeting
1. Notices. Whenever under the provisions of a statute, the
Articles of Incorporation or of these Bylaws notice is required to be given to
any director or shareholder, it shall be construed to mean notice, given in
writing, by mail, postage prepaid and addressed to such director or shareholder
at such address as appears on the books of the corporation, and such notice
shall be deemed to be given at the time when the same shall be thus mailed.
2. Waiver of Notice. Whenever any notice whatsoever is required
to be given under the provisions of a statute, the Articles of Incorporation,
or by these Bylaws, a waiver thereof in writing signet by the person or persons
entitled to said notice, whether before, at, or after the time stated therein,
or the appearance of such person or persons at such meeting, or in the case of
a shareholders' meeting by proxy, shall be deemed equivalent thereto.
3. Action Without a Meeting. Any action required or which may be
taken at a meeting of the directors, shareholders or members or any executive
committee of the corporation, may be taken without a meeting, if a consent in
writing, setting forth the action so
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taken, shall be signed by all of the directors, shareholders or members of the
executive Committee, as the case may be, entitled, to vote with respect to the
subject matter thereof.
ARTICLE V
Officers
1 Genera1. The officers of the corporation shall be a chairman
of the board, a president, a secretary and a treasurer. The Board of Directors
may appoint such other officers, assistant officers, committees and agents,
including one or more vice presidents, assistant secretaries and assistant
treasurers, as they may consider necessary, who shall be chosen in such manner
and hold their offices for such terms and have such authority and duties as
from time to time may be determined by the Board of Directors. The salaries of
all the officers of the corporation shall be fixed by the Board of Directors.
One person may hold any two or more offices, except that no person may
simultaneously hold the offices of president and secretary. In all cases where
the duties of any officer, agent or employee are not prescribed by the Bylaws
or by the Board of Directors, such officer, agent or employee shall follow the
orders and instructions of the president.
2. Election and Term of Office. The officers of the corporation
shall be elected by the Board of Directors annually at the first meeting of the
Board held after each 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 conveniently may be. Each officer shall hold office until the
first of the following to occur: his successor shall have been duly elected and
shall have qualified; his death; his resignation; or his removal in the manner
hereinafter provided.
3. Removal. Any officer or agent may be removed by the Board of
Directors or by the executive committee whenever, in its judgment, the best
interest 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 in itself create
contract rights.
4. Vacancies. A vacancy in any office, however occurring, may be
filled by the Board of Directors for the unexpired portion of the term.
5. Chairman of the Board. The chairman of the board shall
preside at all meetings of the shareholders and of the Board at which he is
present. He shall have the power to act as chief executive officer of the
corporation and have the power and perform the duties of the President in the
absence of the President. In addition, the chairman of the board shall perform
such other duties as the Board may designate.
6. President. The president shall, subject to the direction and
supervision of the Board of Directors, be the chief executive officer of the
corporation arid shall have general and active control of its affairs and
business and general supervision of its officers, agents and employees. He
shall, unless otherwise directed by the Board of Directors, attend in person or
by substitute appointed by him, or shall execute on behalf of the corporation
written instruments
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appointing a proxy or proxies to represent the corporation, at all meetings of
the stockholders of any other corporation in which the corporation shall hold
any stock. He may, on behalf of the corporation, in person or by substitute or
by proxy, execute written waivers of notice and consents with regard to any
such meetings. At all such meetings and otherwise, the president, in person or
by substitute or proxy as aforesaid, may vote the stock so held by the
corporation and may execute written consents and other instruments with respect
of such stock and may exercise any and all rights and powers incident to the
ownership of said stock, subject, however, to the instructions, if any, of the
Board of Directors. The president shall have custody of the treasurer's bond,
if any.
7. Vice Presidents. The vice presidents shall assist the
president and shall perform such duties as may be assigned to them by the
president or by the Board of Directors. In the absence of the president and
chairman of the board, the vice president designated by the Board of Directors
or (if there be no such designation) designated in writing by the president
shall have the powers and perform the duties of the president. If no such
designation shall be made, all vice presidents may exercise such powers and
perform such duties.
8. The Secretary. The secretary shall: (a) keep the minutes of
the proceedings of the shareholders, executive committee and the Board of
Directors; (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 affix the seal to all
documents when authorized by the Board of Directors; (d) keep at the
corporation's registered office or principal place of business within or
outside Colorado a record containing the names and addresses of all
shareholders and the number and class of shares held by each, unless such a
record shall be kept at the office of the corporation's transfer agent or
registrar; (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, unless the corporation has a transfer agent;
and (g) in general, perform all duties incident to the office of secretary and
such other duties as may from time to time be assigned to him by the president
or by the Board of Directors. Assistant secretaries, if any, shall have the
same duties and powers, subject to supervision by the secretary.
9. Treasurer. The treasurer shall be the principal financial
officer of the corporation and shall have the care and custody of all funds,
securities, evidences of indebtedness and other personal property of the
corporation and shall deposit the same in accordance with the instructions of
the Board of Directors, he shall receive and give receipts and acquittances for
monies paid in on account of the corporation, and shall pay out of the funds on
hand all bills, payrolls and other just debts of the corporation of whatever
nature upon maturity. He shall perform all other duties incident to the office
of the treasurer and, upon request of the Board, shall make such reports to it
as may be required at any time. He shall, if required by the Board, give the
corporation a bond in such sums and with such sureties as shall be satisfactory
to the Board, conditioned upon the faithful performance of his duties and for
the restoration to the corporation of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control
belonging to the corporation. He shall have such other powers and perform such
other duties as may from time to time be prescribed by the Board of Directors
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or the president. The assistant treasurers, if any, shall have the same powers
and duties, subject to the supervision of the treasurer.
The treasurer shall also be the principal accounting officer of the
corporation. He shall prescribe and maintain the methods and systems of
accounting to be followed, keep complete books and records of account, prepare
and file all local, state and federal tax returns, prescribe and maintain an
adequate system of internal audit, and prepare and furnish to the president and
the Board of Directors statements of account, showing the financial position of
the corporation and the results of its operations.
ARTICLE VI
Indemnification
The corporation, at the option of the Board of Directors, shall
indemnify any and all of its directors or officers, or former directors or
officers, or any person who may have served at its request as a director or
officer of another corporation in which it owns shares of capital stock or of
which it is a creditor, against expenses actually and necessarily incurred by
them in connection with the defense of any action, suit or proceeding in which
they, or any of them, are made parties, or a party, by reason of being or
having been such director or officer; this shall, include matters as to which
any such director or officer shall be adjudged in such action, suit or
proceeding to be liable for negligence or misconduct in the performance of
duty. Such indemnification shall not be deemed exclusive of any other rights to
which those indemnified may be entitled, under any Bylaw, agreement, vote of
shareholders, or otherwise.
ARTICLE VII
Execution of Instruments
1. Authority to Execute. The president and/or the chairman of
the board shall have the power to execute and the secretary shall have the
power to attest to, on behalf and in the name of the corporation, any deed,
contract, bond, debenture, note or other obligation or evidence of
indebtedness, or proxy, or other instrument requiring the signature of an
officer of the corporation, except where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some other officer or
agent of the corporation. Unless so authorized, no officer, agent or employee
shall have any power or authority to bind the corporation in any way, to pledge
its credit or to render it liable pecuniarily for any purpose or in any amount.
2. Checks and Endorsements. All checks and drafts upon the funds
to the credit of the corporation in any of its depositories shall be signed by
such of its officers or agents as shall from time to time be determined by
resolution of the Board of Directors, which may provide for the use of
facsimile signatures under specified conditions, and all notes, bills
receivable, trade acceptances, drafts, and other evidences of indebtedness
payable to the corporation shall, for the purpose of deposit, discount or
collection, be endorsed by such officers or agents of the corporation or in
such manner as shall from time to time be determined by resolution of the Board
of Directors.
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ARTICLE VIII
Shares of Stock
1. Certificates of Stock. The certificates of shares of the
corporation shall be in such form not inconsistent with the Colorado
Corporation Code and the Articles of Incorporation shall be approved by the
Board of Directors, and shall be numbered and shall exhibit in the books of the
corporation as they are issued. They shall exhibit the holder's name and number
of shares, such other matters as shall be required by law, and shall be signed
by the president, or a vice president, and the secretary, or an assistant
secretary, and shall be sealed with the, seal of the corporation or a facsimile
thereof.
In case any officer who has signed a certificate ceases to hold such
office prior to the issuance or delivery of the certificate, such certificate
may nevertheless be issued and delivered by the corporation as though the
officer who signed such certificate or whose facsimile signature shall, have
been used thereon had not ceased to be such officer of the Corporation,
2. Lost and Destroyed Certificates. In case any certificate or
stock of the corporation shall be alleged to have been destroyed or lost, the
corporation shall not be required to issue a new certificate in lieu thereof,
except upon receipt of evidence satisfactory to the Board of Directors of the
destruction or loss of such certificate, and, if so required by the Board of
Directors, upon receipt also of a bond in such sum as the Board may direct, not
exceeding twice the value of such stock and, if so required, with surety or
sureties satisfactory to the Board, to indemnify the corporation against any
claim that' may be made against it on account of the alleged destruction or
loss of such certificate.
3. Transfer of Stock. Transfers of the shares of the stock of
the corporation shall be made only on the books of the corporation by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the secretary and upon the surrender of
the certificate or certificates for such shares. The corporation, under the
Articles of Incorporation, has the right to impose restrictions upon the
transfers of any of the shares of the stock of the corporation, or any interest
therein, and any transfers of shares shall be made in accordance with and
subject to any such restrictions from time to time so imposed.
4. Agreement to Transfer Stock. Any agreement entered into by
and between this corporation and/or its shareholders concerning the transfer of
shares of said corporation, when any holder of stock in this corporation is
desirous of selling or transferring all or any of his shares and/or the
executor or administrator of any deceased holder of stock is desirous of
selling or transferring all or any of such shares belonging to the estate of
such deceased shareholder, shall not be inconsistent with the Articles of
Incorporation and Bylaws of the corporation.
5. Consideration for Shares. Shares shall be issued for such
consideration, expressed in dollars (but not less than the par value thereof)
as shall be fixed from time to time by the Board of Directors. Treasury shares
shall be disposed of for such consideration expressed in dollars as may be
fixed from time to time by the Board, such consideration may consist, in whole
or in part, of money, other property (tangible or intangible), or in labor or
services actually
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performed for the corporation, but neither promissory notes nor future services
shall constitute payment or part payment for shares.
ARTICLE IX
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 the Articles of Incorporation.
ARTICLE X
Corporate Seal
The corporate seal shall be in such form as shall be approved by
resolution of the Board of Directors. Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise. The
impression of the seal may be made and attested to by the secretary or an
assistant secretary or the president for the authentication of contracts or
other papers requiring the seal.
ARTICLE XX
Fiscal Year
The fiscal year of the corporation shall be such year as shall be
adopted by the Board of Directors.
ARTICLE XII
Emergency Bylaws and Amendments
1. Emergency Bylaws. The Board of Directors may adopt emergency
Bylaws which shall, notwithstanding any different provision elsewhere, be
operative during any emergency resulting from an attack on the United States or
any nuclear or atomic disaster and which may make any provisions that may be
practical and necessary for the circumstances of the emergency.
2. Amendments. All Bylaws of the corporation shall be subject to
alteration, amendment or repeal, and new Bylaws may be added by the affirmative
vote of a majority of a quorum of the members of the Board of Directors and/or
shareholders at any regular or special meeting.
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