AMENDED AND RESTATED BYLAWS
OF
COLORADO COMMUNITY BROADCASTING, INC.
Adopted by the Board of Directors on December 1, 2004
Article I
SHAREHOLDERS
1. ANNUAL SHAREHOLDERS' MEETING. The annual shareholders'
meeting shall be held on the 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 or the
president. The Corporation shall also hold a special shareholders'
meeting in the event it receives, in the manner specified in Article
VII, Section 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 or the president 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 as of the
Corporation's close of business 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 pursuant to Article I, Section 10 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.
(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 Article I,
Section 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. One-third 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 or any shareholder or proxy
that is present at the meeting, 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 Article I, Section 3(c), notice
of the adjourned meeting shall be given pursuant to Article I, Section
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.
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 the
Colorado Business Corporation Act.
9. WAIVER OF NOTICE.
(a) A shareholder may waive any notice required by the
Colorado Business Corporation Act, 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 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
Corporation before the effectiveness of the action.
11. MEETINGS BY TELECOMMUNICATIONS. To the extent provided by
resolution of the Board of Directors or in the notice of the meeting,
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. Subject to the provisions of the Articles of Incorporation,
the number of directors shall be fixed by resolution of the board of
directors from time to time and may be increased or decreased 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 unless the directors are
appointed to staggered terms as provided in the Articles of
Incorporation. In such case, the terms of the directors shall
expire as set forth in the Articles of Incorporation
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, with or without 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 shareholders may fill the vacancy at the
next annual meeting or at a special meeting called for that purpose;
or
(2) The board of directors may fill the vacancy; or
(3) 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 Article II, Section 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 Article II, Section 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 Colorado. A regular meeting shall be held in the
principal office of the Corporation on such date or dates, and at such
time, as may be established by resolution of the board of directors. If
the board shall establish a date and time for a regular meeting of the
board, such meeting may be held without notice of the date, time,
place, or purpose of the meeting The board of directors may, by
resolution, establish other dates, times and places for additional
regular meetings, which may thereafter be held without further notice.
Special meetings may be called by the president 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.
10. NOTICE OF SPECIAL MEETING. Notice of a special meeting shall be
given to every director at least twenty four 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 Article II, Section 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 Article II, Section 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:
(1) 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;
(2) 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
(3) 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
Article II, Section 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.
16. NOMINATIONS OF DIRECTORS.
(a) The Board of Directors may nominate persons to stand for
election to the board of directors at any time prior to a meeting of
shareholders at which directors are to be elected.
(b) Any shareholder may nominate a person to stand for
election to the Board of Directors provided such shareholder provides
written notification of the intention to nominate such persons at the
next shareholder meeting not less than 90 days in advance of such
meeting, and provided further such notice is accompanied by information
regarding the proposed nominee meeting the requirements of part III of
SEC Regulation SB or Regulation SK and information regarding all direct
and indirect business or personal relationships between the shareholder
and the proposed nominee.
Article III
COMMITTEES OF THE BOARD OF DIRECTORS
1. COMMITTEES OF THE BOARD OF DIRECTORS.
(a) Subject to the provisions of the Colorado Business
Corporation 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, whether or not those directors
constitute a quorum of the board.
(b) 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.
(c) 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, whether or not those directors constitute a quorum of the
board, 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:
(1) Authorize distributions;
(2) Approve or propose to shareholders action
that the Colorado Business Corporation Act requires to be
approved by shareholders;
(3) Fill vacancies on the board of directors or
on any of its committees;
(4) Amend the articles of incorporation pursuant
to the Colorado Business Corporation Act;
(5) Adopt, amend, or repeal bylaws;
(6) Approve a plan of merger not requiring
shareholder approval;
(7) Authorize or approve reacquisition of
shares, except according to a formula or method prescribed
by the board of directors; or
(8) 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.
(d) 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.
(a) The Corporation shall have as officers a president and a
secretary, each of whom who shall be appointed by the board of
directors. The board of directors may appoint as additional officers a
chairman and other officers of the board.
(b) The board of directors, the president, and such other
subordinate 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, the president, or
such other appointing officers deem necessary or appropriate.
(c) 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 president or other 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
president or other appointing officers.
(d) 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.
2. TERM. Each officer shall hold office from the time of
appointment until the time of removal or resignation pursuant
to Article IV, Section 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 the president or other 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
president, to the secretary, or to the officer who appointed the
officer. 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 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 of the Corporation shall have general and
active management of the business of the Corporation and shall see that
all orders and resolutions of the board of directors are carried into
effect. 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 to 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, 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 the Colorado Business
Corporation Act and for authenticating records of the corporation. The
secretary shall also give, or cause to be given, notice of all meetings
of the shareholders and special meetings of the board of directors,
keep the minutes of such meetings, have charge of the corporate seal,
if any, 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 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. 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. TREASURER. The treasurer, if any, 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 treasurer 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
treasurer 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 treasurer shall
have such additional authority and duties as are appropriate and
customary for the office of treasurer, except as the same may be
expanded or limited by the board of directors from time to time.
9. 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.
Article V
INDEMNIFICATION
1. DEFINITIONS. As used in this article:
(a) "Corporation" includes any domestic or foreign entity that
is a predecessor of the Corporation by reason of a merger or other
transaction in which the predecessor's existence ceased upon
consummation of the transaction.
(b) "Director" means an individual who is or was a director of
the Corporation or an individual who, while a director of the
Corporation, is or was serving at the Corporation's request as a
director, officer, partner, trustee, employee, fiduciary, or agent of
another domestic or foreign corporation or other person or of an
employee benefit plan. A director is considered to be serving an
employee benefit plan at the Corporation's request if his or her duties
to the Corporation also impose duties on, or otherwise involve services
by, the director to the plan or to participants in or beneficiaries of
the plan. "Director" includes, unless the context requires otherwise,
the estate or personal representative of a director.
(c) "Expenses" includes counsel fees.
(d) "Liability" means the obligation incurred with respect to
a proceeding to pay a judgment, settlement, penalty, fine, including an
excise tax assessed with respect to an employee benefit plan, or
reasonable expenses.
(e) "Official capacity" means, when used with respect to a
director, the office of director in the Corporation and, when used with
respect to a person other than a director as contemplated in Article V,
Section 2(a), the office in the Corporation held by the officer or the
employment, fiduciary, or agency relationship undertaken by the
employee, fiduciary, or agent on behalf of the Corporation. "Official
capacity" does not include service for any other domestic or foreign
corporation or other person or employee benefit plan.
(f) "Party" includes a person who was, is, or is threatened
to be made a named defendant or respondent in a proceeding.
(g) "Proceeding" means any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative,
or investigative and whether formal or informal.
2. AUTHORITY TO INDEMNIFY DIRECTORS.
(a) Except as provided in Article V, Section 2(d), the
Corporation may indemnify a person made a party to a proceeding because
the person is or was a director against liability incurred in the
proceeding if:
(1) The person conducted himself or herself in
good faith; and
(2) The person reasonably believed:
(A) In the case of conduct in an official capacity
with the Corporation, that is or her conduct was in
the Corporation's best interests; and
(B)In all other cases, that his or her conduct was
at least not opposed to the Corporation's best
interests; and
(3) In the case of any criminal proceeding, the
person had no reasonable cause to believe his or her
conduct was unlawful.
(b) A director's conduct with respect to an employee benefit
plan for a purpose the director reasonably believed to be in the
interests of the participants in or beneficiaries of the plan is
conduct that satisfies the requirement of Article V, Section
2(a)(2)(B). A director's conduct with respect to an employee benefit
plan for a purpose that the director did not reasonably believe to be
in the interests of the participants in or beneficiaries of the plan
shall be deemed not to satisfy the requirements of Article V, Section
2(a)(1).
(c) The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent is not, of itself, determinative that the director did not
meet the standard of conduct described in this Article V, Section 2.
(d) The Corporation may not indemnify a director under this
Article V, Section 2:
(1) In connection with a proceeding by or in
the right of the Corporation in which the director was
adjudged liable to the Corporation; or
(2) In connection with any other proceeding charging
that the director derived an improper personal benefit,
whether or not involving action in an official capacity, in
which proceeding the director was adjudged liable on the basis
that he or she derived an improper personal benefit.
(e) Indemnification permitted under this Article V, Section 2
in connection with a proceeding by or in the right of the Corporation
is limited to reasonable expenses incurred in connection with the
proceeding.
3. MANDATORY INDEMNIFICATION OF DIRECTORS. The Corporation shall
indemnify a person who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which the person was a
party because the person is or was a director, against reasonable
expenses incurred by him or her in connection with the proceeding.
4. ADVANCE OF EXPENSES TO DIRECTORS.
(a) The Corporation may pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding in
advance of final disposition of the proceeding if:
(1) The director furnishes to the Corporation a
written affirmation of the director's good faith belief that
he or she has met the standard of conduct described in Article
V, Section 2.
(2) The director furnishes to the Corporation a
written undertaking, executed personally or on the director's
behalf, to repay the advance if it is ultimately determined
that he or she did not meet the standard of conduct; and
(3) A determination is made that the facts then known
to those making the determination would not preclude
indemnification under this article.
(b) The undertaking required by Article V, Section 4(a)(2)
shall be an unlimited general obligation of the director but need not
be secured and may be accepted without reference to financial ability
to make repayment.
(c) Determinations and authorizations of payments under this
Article V, Section 4 shall be made in the manner specified in Article
V, Section 6.
5. COURT-ORDERED INDEMNIFICATION OF DIRECTORS. A director who is or was
a party to a proceeding may apply for indemnification to the court
conducting the proceeding or to another court of competent
jurisdiction. On receipt of an application, the court, after giving any
notice the court considers necessary, may order indemnification in the
following manner:
(1) If it determines that the director is entitled to
mandatory indemnification under Article V, Section 3, the
court shall order indemnification, in which case the court
shall also order the Corporation to pay the director's
reasonable expenses incurred to obtain court-ordered
indemnification.
(2) If it determines that the director is fairly and
reasonably entitled to indemnification in view of all the
relevant circumstances, whether or not the director met the
standard of conduct set forth in Article V, Section 2(a) or
was adjudged liable in the circumstances described in Article
V, Section 2(d), the court may order such indemnification as
the court deems proper; except that the indemnification with
respect to any proceeding in which liability shall have been
adjudged in the circumstances described in Article V, Section
2(d) is limited to reasonable expenses incurred in connection
with the proceeding and reasonable expenses incurred to obtain
court-ordered indemnification.
6. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION OF DIRECTORS.
(a) The Corporation may not indemnify a director under Article
V, Section 2 unless authorized in the specific case after a
determination has been made that indemnification of the director is
permissible in the circumstances because the director has met the
standard of conduct set forth in Article V, Section 2. The Corporation
shall not advance expenses to a director under Article V, Section 4
unless authorized in the specific case after the written affirmation
and undertaking required by Article V, Section 4(a)(1) and 4(a)(2) are
received and the determination required by Article V, Section 4(a)(3)
has been made.
(b) The determinations required by Article V, Section 6(a)
shall be made:
(1) By the board of directors by a majority vote of
those present at a meeting at which a quorum is present, and
only those directors not parties to the proceeding shall be
counted in satisfying the quorum; or
(2) If a quorum cannot be obtained, by a majority
vote of a committee of the board of directors designated by
the board of directors, which committee shall consist of two
or more directors not parties to the proceeding; except that
directors who are parties to the proceeding may participate in
the designation of directors for the committee.
(c) If a quorum cannot be obtained as contemplated in Article
V, Section 6(b)(1), and a committee cannot be established under Article
V, Section 6(b)(2) if a quorum is obtained or a committee is
designated, if a majority of the directors constituting such quorum or
such committee so directs, the determination required to be made by
Article V, Section 6(a) shall be made:
(1) By independent legal counsel selected by a vote
of the board of directors or the committee in the manner
specified in Article V, Section 6(b)(1) or 6(b)(2), or, if a
quorum of the full board cannot be obtained and a committee
cannot be established, by independent legal counsel selected
by a majority vote of the full board of directors; or
(2) By the shareholders.
(d) Authorization of indemnification and advance of expenses
shall be made in the same manner as the determination that
indemnification or advance of expenses is permissible; except that, if
the determination that indemnification or advance of expenses is
permissible is made by independent legal counsel, authorization of
indemnification and advance of expenses shall be made by the body that
selected such counsel.
7. INDEMNIFICATION OF OFFICERS, EMPLOYEES, FIDUCIARIES, AND AGENTS.
(a) An officer is entitled to mandatory indemnification under
Article V, Section 3 and is entitled to apply for court-ordered
indemnification under Article V, Section 5, in each case to the same
extent as a director;
(b) The Corporation may indemnify and advance expenses to
an officer, employee, fiduciary, or agent of the Corporation to the
same extent as to a director; and
(c) The Corporation may also indemnify and advance expenses to
an officer, employee, fiduciary, or agent who is not a director to a
greater extent than is provided in these bylaws, if not inconsistent
with public policy, and if provided for by general or specific action
of its board of directors or shareholders or by contract.
8. INSURANCE. The Corporation may purchase and maintain insurance on
behalf of a person who is or was a director, officer, employee,
fiduciary, or agent of the Corporation, or who, while a director,
officer, employee, fiduciary, or agent of the Corporation, is or was
serving at the request of the Corporation as a director, officer,
partner, trustee, employee, fiduciary, or agent of another domestic or
foreign corporation or other person or of an employee benefit plan,
against liability asserted against or incurred by the person in that
capacity or arising from his or her status as a director, officer,
employee, fiduciary, or agent, whether or not the Corporation would
have power to indemnify the person against the same liability under
Article V, Sections 2, 3, or 7. Any such insurance may be procured from
any insurance company designated by the board of directors, whether
such insurance company is formed under the laws of this state or any
other jurisdiction of the United States or elsewhere, including any
insurance company in which the Corporation has an equity or any other
interest through stock ownership or otherwise.
9. NOTICE TO SHAREHOLDERS OF INDEMNIFICATION OF DIRECTOR. If the
Corporation indemnifies or advances expenses to a director under this
article in connection with a proceeding by or in the right of the
Corporation, the Corporation shall give written notice of the
indemnification or advance to the shareholders with or before the
notice of the next shareholders' meeting. If the next shareholder
action is taken without a meeting at the instigation of the board of
directors, such notice shall be given to the shareholders at or before
the time the first shareholder signs a writing consenting to such
action.
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 and by the secretary or
an assistant secretary or the treasurer 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;
(d) The par value, if any, of each share represented by the
certificate;
(e) Any restrictions imposed by the Corporation upon the
transfer of the shares represented by the certificate; and
(f) Other matters required to be stated on the certificates
by the Colorado Business Corporation Act, ss.7-106-206 and other
applicable sections.
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 Article VI, Section 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
(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. Even if the Corporation has adopted a corporate seal,
properly authorized actions of the Corporation are effective whether or
not any writing evidencing such action is sealed.
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.
4. FACSIMILE SIGNATURE. Where, under these Bylaws or under the Colorado
Business Corporation Act, as amended, a signature of a director,
officer or shareholder of the Corporation is required, such signature
may be presented either in original form or by a facsimile copy
thereof, to the extent permitted by law.
5. AMENDMENT OF BYLAWS. These Bylaws may at any time and from time to
time be amended, supplemented, or repealed by the board of directors.
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The undersigned director has adopted the foregoing bylaws as the bylaws
of Colorado Community Broadcasting, Inc. effective December 1, 2004.
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Daniel Medina
President