Our By-Laws

BY-LAWS OF

ROBERT RUSSELL EASTERN STAR - MASONIC HOME

OF COLORADO, INC.

Revised:   September 19, 2012

Article I. BOARD OF TRUSTEES

Section 01:          The Board of Trustees of this corporation shall consist of nine (9) voting members, five (5) representing the Chapters of the Order of the Eastern Star and four (4) representing the Most Worshipful Grand Lodge of Colorado AF & AM. In addition, by virtue of their office, the Grand Master, Deputy Grand Master, Worthy Grand Matron, Worthy Grand Patron, Associate Grand Matron and Associate Grand Patron shall be non-voting Trustees. They shall manage the affairs of this corporation and perform such duties as a Board ordinarily would perform in a corporation formed for pecuniary profit; and shall serve until their successors are duly elected. Proxies are not allowed for trustees. Masonic Lodge Trustees shall be selected in accordance with the laws of the Grand Lodge. The Delegates representing Chapters of the Order of Eastern Star shall elect chapter Trustees at the Annual Meeting.

Amended March 17, 2012

Section 02:          The Board of Trustees shall be members in good standing of Chapters under the Grand Chapter of Colorado, Order of the Eastern Star, or Lodges under The Most Worshipful Grand Lodge of the Ancient Free and Accepted Masons of Colorado. Such members running for election shall file a written notice and a copy of his/her resume with the Secretary of the Corporation of intention to be a candidate for selection prior to the Annual Meeting.

Amended September 19, 2001

Section 03:          The Board of Trustees shall meet regularly not less than once every two (2) months. At all meetings of the Board of Trustees Roberts Rules of Order shall apply.

Amended March 17, 2012

Section 04:          Special meetings may be called at any time at the pleasure of the Chairman of the Board of Trustees or at the written request of any three (3) members of the Board of Trustees.

Section 05:          Notice of all special meetings will be sent by mail (electronic or postal) to each individual member of the Board of Trustees at least forty-eight (48) hours before such meeting.

Amended March 17, 2012

Section 06:          No business shall be transacted unless there be present a quorum of at least a simple majority of the voting Trustees.

Amended March 17, 2012

Section 07:          Each Trustee is entitled to one vote on all regular or special meetings. Each Trustee is entitled to one vote at the Annual Meeting of the Corporation.

Section 08:          Elected members of the Board of Trustees shall hold office for a term of five (5) years each, or until their successors are elected and qualified, provided that the composition and terms of the first Board of Trustees shall be determined as stated in the Articles of Incorporation of the ROBERT RUSSELL EASTERN STAR-MASONIC CENTER OF COLORADO, INC. Thereafter, the election of the Trustees shall be to hold office for a term of five (5) years each, the election to be at the Annual Meeting of the Corporation. Appointed members of the Board of Trustees shall hold office for a term of four (4) years each, or until their successors are appointed. A spouse, significant other, daughter, son, brother, or sister may not serve on the Board of Trustees at the same time.

Amended March 17, 2012

Section 09:          The Trustees shall disclose in writing to the Board of Trustees any person to whom they are closely related or organization with which they are affiliated who or which presently transacts business with the Robert Russell Eastern Star - Masonic Center of Colorado, Inc., or may be expected to do so in the future. The disclosure shall be updated and resubmitted on a yearly basis. An affiliation with an organization will be considered to exist when a voting Trustee or member of their immediate family or close relative is an officer, director, trustee, partner, employee, owner or agent of the organization, or owns five percent of the voting stock or controlling interest in the organization, or has any other substantial interest or dealings with the organization.

Amended September 19, 2012

Section 10:          Any elected/appointed Trustee may resign at any time by giving written notice of such resignation to the Chairperson of the Board of Trustees stating the effective date of the resignation. No action need be taken by the Board for such resignation to be effective. Upon receipt of the resignation of an elected Trustee, the majority of the elected Trustees then in office shall appoint a Trustee to fill such vacancy and the Trustee so appointed shall hold office and serve until the election and qualification of a successor at the next Annual Meeting to fill the unexpired term. Upon receipt of the resignation of the Grand Lodge appointed Trustee, the Grand Master shall appoint a Trustee to fill such unexpired term.

Section 11:          The Board of Trustees may at any time and for cause it may deem appropriate, in its sole discretion, remove any Trustee by a two-thirds vote of the entire Board of Trustees at a duly called meeting of the Board of Trustees. Before such removal is made, the Trustee upon whom the vote is to be taken must be given at least seven (7) days written notice of such proposed action.

Amended September 19, 2012

(a) Any or all of the elected Trustees of the Corporation can be removed by a two-thirds vote of the Delegates present. If Trustee or Trustees are so removed then the successor Trustee shall be selected by a vote of the Delegates present. Trustees appointed by the Grand Master may be removed and replaced by the Grand Master,

Amended March 17, 2012

 (b) When a Trustee is absent three (3) consecutive Board of Trustees meetings his or her Trusteeship must be re-evaluated by the Board and said Trustee, may at the sole discretion of the Board and by two-thirds (2/3) vote of the entire Board be deemed to have resigned.

Article II. OFFICERS

Section 01:          The officers shall be a Chairperson, a Vice Chairperson, a Secretary, and a Treasurer, who shall be selected from the Board of Trustees by majority present at the Annual meeting of the Trustees each year. When an elected officer of the Board of Trustees, i.e. Chairperson, Vice Chairperson, Secretary, Treasurer, is absent three (3) consecutive regular meetings of the Board, the Chairperson shall have the option of replacing said officer. A Recording Secretary shall be appointed by the Board of Trustees at the first regular meeting of the Trustees each year.

Amended March 17, 2012

Section 02:          The Chairperson shall preside at all meetings of the Board of Trustees at which he/she is present, shall execute and sign all deeds, bonds, notes, and have the authority to delegate to a representative the signing of contracts or other instruments of writing made and entered into by and on behalf of the Corporation with the knowledge and consent of the Board. He/she may call special meetings of the Board of Trustees at his/her own volition, and shall do so on the written request of three (3) members of the Board of Trustees; and shall generally perform such other duties and functions as are ordinarily incident to such office. Books of Record shall be made available for inspection by the Chairperson and it shall be his/her duty to see that records are properly kept at all times.

Amended March 17, 2012

Section 03:          The Vice Chairperson shall discharge the duties of the Chairperson in the absence, inability, or refusal of the Chairperson to discharge the duties of his/her office. In the absence, inability, or refusal of the Chairperson and Vice Chairperson to perform their duties, the Board of Trustees may elect a Chairperson pro-tempore who shall perform all the duties of the office.

Amended March 17, 2012

Section 04:          The Secretary or Recording Secretary shall keep a record of the proceedings of the Board of Trustees of the Corporation. The Secretary shall attest all official documents with his/her signature and the seal of the Corporation. The Secretary shall see that the Accounting Department of the Corporation keep a complete set of books, an inventory or all properties, and all other transactions of the Corporation. The Secretary shall also keep a record book in which shall be recorded the Certificate of Incorporation, the by-laws, and the minutes of all meetings of the Board of Trustees. The Secretary shall oversee the correspondence of the Corporation and give written notice of meetings of the Board of Trustees. The Secretary or Recording Secretary shall be responsible for sending the minutes of all regularly scheduled meetings to the delegates including the minutes of the special meetings called by the Chairperson. The Secretary shall notify all Delegates of all Special and Annual meetings by written or electronic notice at least 30 days prior to such meetings. The Secretary shall be responsible for the registration of all Delegates at all Special and Annual meetings of the Corporation.

Amended September 19, 2012

Section 05:          The Treasurer shall review the disbursement of all funds of the Corporation. All disbursements shall be made by check in the name of the Corporation. The Treasurer shall make an annual report to the Board of Trustees.

Amended March 17, 2012

Section 06:          It shall be the responsibility of the Board of Trustees to obtain the services of an Executive Director and/or management services who shall be solely responsible to the Board of Trustees and shall perform such duties identified by the Board of Trustees and assume such responsibilities directed by the Board of Trustees.

Amended March 17, 2012

Article III. MEETING - HOUSE OF DELEGATES

Section 01:          The House of Delegates shall hold its Annual Meeting on the day preceding the opening of Grand Chapter Order of the Eastern Star each year commencing in 1984 at the hour set by the Chairperson of the Board of Trustees.

Amended March 17, 2012

Section 02:          Special meetings shall be called by the Chairperson of the Board of Trustees upon written request of any five (5) members of the House of Delegates. The Secretary of the Board of Trustees shall notify all delegates of all Special meetings by written or electronic notice at least 30 days to such meetings.

Amended March 17, 2012

Section 03:          Qualifications of a Delegate:

(a)   Each chartered Chapter under the Grand Chapter of Colorado, Order of the Eastern Star (OES), and Lodge under the Most Worshipful Grand Lodge of Ancient Free and Accepted Masons of Colorado, in good standing, and Star Vista Village shall be entitled to one delegate who shall cast the vote for such Chapter, Lodge, and Star Vista Village in all business of the Corporation. A Lodge or Chapter may name up to 2 alternate delegates in case the delegate cannot be seated for any meeting.

(b)   The Lodge or Chapter delegate shall be a member in good standing of that Lodge or Chapter, The delegate from Star Vista Village shall have one (1) vote and must be a member of a Colorado Eastern Star Chapter or Master Mason of a Colorado Lodge. When electing Trustees, only OES delegates and all Trustees shall vote for OES Trustees.

(c)    In order for a delegate or alternate to be recognized, a Lodge, Chapter or Star Vista Village the Presiding Officer must notify the Board of Trustees in writing of the delegate and/or alternate selection 30 days before any meeting where the delegate is to be recognized or by June 30 annually for the Annual Meeting.

(d)   Each Trustee has one vote in all matters.

Amended September 19, 2012

Section 04:          Business shall be transacted by a majority vote of the voting members.

Amended March 17, 2012

Section 05:          Prior to a vote by the Board concerning business affecting the entire Robert Russell Eastern Star - Masonic Center, the House of Delegates members in attendance at such meetings shall be allotted a specific amount of time, to be determined by the Chairperson of the Board, to voice their concerns or communicate their ideas on the specific issue provided that nothing herein shall be construed to limit or defeat the Board's decision making authority.

Amended March 17, 2012

Article IV. METHOD OF FINANCING THE HOME ENDOWMENT FUND

In 1958 the Grand Chapter established the Robert Russell Order of the Eastern Star Home Endowment Fund, hereinafter referred to as the Endowment Fund, which consisted of the Endowment Fund and the assets of the land sale fund as shown on the books of the Grand Chapter as of August 1, 1958, and which includes any money for property whether real or personal, hereinafter designated to the Endowment Fund. Beginning August 1, 1959, and at the close of each fiscal year of the Robert Russell Eastern Star Home, Inc., thereafter, ten percent  (10%) of the total income of the Endowment Fund shall be transferred to the Principal of the Endowment Fund and shall become a permanent part thereof.

Amended September 19, 2012

Section 01:          The Endowment Fund shall be administered by the Board of Trustees. All money received for the Endowment Fund through Grand Chapter shall be paid to the Grand Secretary of the Grand Chapter of Colorado, Order of the Eastern Star, who shall keep a proper record of each transaction and then convey the money to the Accounting Department of the Corporation on a monthly basis along with a copy of the source and the amount of each gift, bequest, or devise.

The Endowment Fund shall be for the support and maintenance of the Robert Russell Eastern Star - Masonic Center of Colorado, Inc. hereinafter referred to as The Home as well as the necessary administrative expenses of the Endowment Fund and disbursements here from shall be made as follows:

(a) Only the income of the fund and none of the principal of the Endowment Fund may be used.

Amended 9/17/2008

(b)            Assets of the Endowment Fund may be invested, reinvested, bought/sold, transferred or converted into United States Government backed bonds or securities, secured savings accounts, investments trusts, or investments, as permitted by the laws of the State of Colorado for the investment of Trust Estates. A limit of 10% of the total Endowment Fund in any one security other than direct obligations of the United States Treasury, or not more than 55% of the Endowment may be invested in loans, bonds, securities, real estate, or other financial offerings of the Robert Russell Eastern Star-Masonic Center of Colorado, Inc.

Amended September 19, 2012

(c)             All instruments necessary for purchase of conveyance of real or other property on behalf of or belonging to the Endowment Fund shall be approved and authorized by the Board of Trustees and ratified by a two-thirds majority of the combined vote of the Board of Trustees, Board of Directors and the Elective Grand Officers of the Grand Chapter of Colorado, Order of the Eastern Star.

Section 02:          THE OPERATING FUND. All funds, monies, property, and securities now on hand as well as all funds, monies, property, and securities, that shall hereafter belong or accrue to the operation and maintenance of the Robert Russell Eastern Star - Masonic Center shall be paid to and kept in the custody of the Board of Trustees. The Board of Trustees shall deposit such funds to an account to be known as the General Operating Fund. Such funds or monies shall be disbursed by order of the Board of Trustees on Voucher Checks in the name of the Corporation.

Amended 9/17/2008

Section 03:          EXISTING LIFE TRUST ACCOUNT. This Fund was established in the name of each Life Care resident of the Robert Russell Eastern Star - Masonic Home upon admittance to the Home and remains in effect until (1) the fund in the resident's name is depleted; (2) the resident leaves the Home, those funds remaining in his/her trust, without interest, and after deducting the balance of the costs for his/her residency at the Home are returned to the resident or his/her assigns; (3) at the death of a resident all monies remaining in his/her Trust become the property of the Robert Russell Eastern Star-Masonic Center of Colorado, Inc. The Home has discontinued accepting Life Care residents.

Amended March 17, 2012

Section 04:          CHARITABLE REMAINDER TRUSTS shall be administered by the Board of Trustees for the Designated Funds. Assets of these funds may be invested, bought, sold, transferred, or converted into United States Treasury backed bonds or securities, Secured Savings Accounts, Investment Trusts, or investments as permitted by the laws of the State of Colorado for investment of Trust Estates.

Section 05:          The Board of Trustees shall at each Annual Meeting present their adopted budget for the ensuing year.

Section 06:          The Corporation shall operate within the budget as approved by the Board of Trustees. If any unforeseen circumstances arise, the Executive Director shall request a special Board/Delegate meeting.

Amended 9/17/2008

Section 07:          The Board of Trustees shall publish and distribute to all Chapters of Colorado, Order of the Eastern Star, a booklet containing the Articles of Incorporation and the by - laws of the Robert Russell Eastern Star-Masonic Center of Colorado, Inc. This booklet shall be periodically updated by addenda or revision as changes in the by laws may occur.

Article V. SEAL

Section 01:          The Corporation seal shall consist of the name of the Corporation in a circle with the words "Colorado" and "Seal" and the year of the incorporation.

Article VI. OFFICE

Section 01:          The principal office of the Corporation shall be in the City and County of Denver, State of Colorado.

Article VII. COMPENSATION

Section 01:          The Chairperson, Vice Chairperson, and Trustees as such shall not receive any stated salary for their services. Compensation may be made to Trustees and elective or appointive officers for special services rendered under the direction of the Board of Trustees but no compensation shall be paid unless such compensation was duly allowed prior to the performance of the service and the amount fixed by resolution of the Board of Trustees.

Amended March 17, 2012

Article VIII. INDEMNIFICATION OF TRUSTEES

(Hereinafter referred to as Directors, Officers, Employees and Agents)

Section 01:          Definitions: For the purpose of the Article, the following terms shall have the meaning set forth below:

"Corporation" means the corporation and, in addition to the resulting or surviving corporation, any domestic or foreign entity that is a predecessor of a corporation by reason of a merger, consolidation other transaction in which the predecessor's existence ceased upon consummation of the transaction.

"Director" means an individual who is or was a director of the Corporation and an individual who while such a director of the Corporation is or was serving at the Corporation's request as director, officer, partner, trustee, employee, fiduciary or agent of any other foreign or domestic corporation or other entity or employee benefit plan. A director shall be 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 otherwise requires, the estate or personal representative of a director. "Expenses" means the actual and reasonable expenses including counsel's fees incurred by a party in connection with a proceeding.

"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 a private foundation or an employee benefit plan) or reasonable expenses.

"Official capacity" when used with respect to a director of the Corporation means the office of director in the Corporation and, when used with respect to a person in a capacity other than as a director (even if such person is also the director), means the office in the Corporation held by the officer of the employment fiduciary, or agency relationship undertaken by the employee, fiduciary, or agent on behalf of the corporation in the performance of his or her duties in his or her capacity as such officer, employee, fiduciary, or agent. "Official capacity" does not include service for any other foreign or domestic corporation or for any other entity or employee benefit plan when acting directly on behalf of such other corporation, entity or employee benefit plan as a director, officer, employee, fiduciary or agent thereof.

Amended September 19, 2012

"Party" means any person who was, is, or is threatened to be made a named defendant or respondent in a proceeding by reason of the fact that such person is or was a director, officer, employee, fiduciary, or agent of the Corporation or any person who while a director, officer, employee, fiduciary, or agent of the Corporation is or was serving at the request of the corporation as director, officer, employee, fiduciary, or agent of any other foreign or domestic corporation or of any other entity or employee benefit plan. A party shall be considered to be serving an employee benefit plan at the Corporation's request if such party's duties to the Corporation also impose duties on or otherwise involve services by such party to the plan or to participants in or beneficiaries of the plan. "Party" includes, unless the context otherwise require, the estate or personal representative of such party. "Proceeding" means any threatened, pending, or completed action, suite or proceeding, or any appeal therein, whether civil, criminal, administrative, arbitrative or investigative (including such action by or in the right of the Corporation) and whether formal or informal.

Amended March 17, 2012

Section 02:          RIGHT TO INDEMNIFICATION.

(a)            Standards of Conduct      Except as provided below, the Corporation shall indemnify any party to a proceeding against liability incurred in or as a result of the proceeding if:

(i)              Such party conducted himself or herself in good faith,

(ii)            Such party reasonably believed:

1)              In the case of a director acting in his or her official capacity, that his or her conduct was in the Corporation's best interests, or

2)              In all other cases, such party's conduct was at least not opposed to the Corporation's best interests and in the case of any criminal proceeding, such party had no reasonable cause to believe his or her conduct was unlawful. For purposed of determining the applicable standard of conduct in good faith, any party acting in his or her official capacity who is also a director of the corporation shall be held to the standard of conduct in good faith, even if such party is sued solely in a capacity other than as such director.

(b)            Employee Benefit Plan  A party's conduct with respect to an employee benefit plan for a purpose such party reasonably believed to be in the interests of the participants in or beneficiaries of the plan is conduct in good faith. A party's conduct with respect to an employee benefit plan for a purpose that such party did not reasonably believe to be in the interests of the participants in or beneficiaries of the plan shall be deemed not to be in good faith.

(c)             Settlement          The termination of any proceedings by judgment, order, settlement of conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the party did not meet the applicable standard of conduct in good faith.

(d)            Indemnification Prohibited         Except as herein set forth in Section 2 (e), the Corporation may not indemnify a party under this Section 2 in connection with

(i) Any proceeding by or in the right of the Corporation in which the party is or has been adjudged liable to the Corporation, or

(ii) any proceeding charging that the party derived an improper personal benefit, whether or not involving action in the party's official capacity, in which proceedings the party is adjudged liable on the basis that he or she derived an improper personal benefit (even if the Corporation was not thereby damaged).

(e)            Court-Ordered Indemnification.                 Notwithstanding the foregoing, the Corporation shall indemnify any party if and to the extent required by the court conducting the proceeding, or any other court of competent jurisdiction to which the party has applied, if it is determined by such court, upon application by the party, that despite the jurisdiction of liability in the circumstances described in clauses (a) and (b) of Section 2 (4) or whether or not the party met the applicable standard of conduct set forth in Section 2 (1), and in view of all relevant circumstances, the party is fairly and reasonably entitled to indemnification for such expenses as the court deems proper in accordance with the Colorado Nonprofit Corporation Act.

(f) Claims by or in the Right of Corporation.            Indemnification permitted under this Section 2 in connection with a proceeding by or in the right of corporation shall be limited to reasonable expenses incurred in connection with the proceeding. If the Corporation indemnifies or advances expenses to a party under this Article in connection with a proceeding by or in the right of corporation, the corporation shall give written notice of such indemnification or advance to the members, if any, with or before the notice of the next members' meeting. If the next member action is taken without a meeting at the instigation of the Board of Trustees (Directors), such notice shall be given to member.

(9) Combined Proceedings. If any claim made by or in the right of the Corporation against a party is joined with any other claim against such party in a single proceeding, the claim by or in the right of the corporation (and all expenses related thereto) shall nevertheless be deemed the subject of a separate and distinct proceeding for the purposes of this Article.

Amended September 19, 2012

Section 03:          Prior Authorization Required. Any indemnification under Section 2 (unless ordered by a court) shall be made by the Corporation only if authorized in the specific case after a determination has been made that the party is eligible for indemnification in the circumstance because the party has met the applicable stand of conduct set fort in Section 2 (a) and after an evaluation has been made as to tine reasonableness of the expenses. Any such determination, evaluation, and authorization shall be made by the Board of Trustees by a majority vote of a quorum of such Board, which quorum shall consist of all directors not parties to the subject proceeding, or by such other person or body as permitted by law.

Amended September 19, 2012

Section 04:          Success on Merits or Otherwise. Notwithstanding any other provision of this Article, the Corporation shall indemnify a party to the extent such party has been wholly successful, on the merits or otherwise, including without limitation , dismissal without prejudice or settlement without admission of liability, in defense of any proceeding against reasonable expenses incurred by such party in connection therewith.

Section 05:          Advancement of Expenses. The Corporation shall pay for or reimburse the reasonable expenses, or portion thereof, incurred by a party in advance of the final disposition of the proceeding if.

 (a)           The party furnished the Corporation a written affirmation of such party's good faith belief that he or she has met the standard of conduct described in Section 2 (a)

(b)            The party furnished the Corporation a written undertaking, executed personally or on behalf of such party, to repay the advance if it is ultimately determined that the party did not meet such standard of conduct.

(c)             Authorizations of a payment and a determination that the facts then known to those making the determination would not preclude indemnification under this Article have been made in the manner provided in Section 3. The undertaking required by clause (b) must be an unlimited general obligation of the party, but need not be secured and may be accepted without reference to financial ability to make repayment.

Section 06:          Payment Procedures. The Corporation shall promptly act upon any request for indemnification, which request must be in writing and accompanied by the order of court or other reasonably satisfactory evidence documenting disposition of the proceeding in the case of indemnification under Section 4 and by the written affirmation and undertaking to repay as required by Section 5 in the case of indemnification under such section. If no disposition of such claim is made within ninety (90) days after written request for indemnification is made, the Executive Director, Manager or Board designee shall preliminarily adjudicate as to the validity and extent of the claim. A party's expenses incurred in connection with successfully establishing such party's right to indemnification, in whole or in part, in any such proceeding shall also be paid by the Corporation. Once the final disposition of the claim is made, the Corporation has the right of recovery of overpaid amounts within 90 days.

Amended September 19, 2012

Section 07:          Insurance. By action of the Board of Trustees, notwithstanding any interest of the directors in such action, the Corporation may purchase and maintain insurance in such amounts as the Board of Trustees deems appropriate to protect itself and any 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, employee, fiduciary or agent of any other foreign or domestic corporation or of any other entity or employee benefit plan against any liability asserted against or incurred by such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under applicable provisions of the law or this Article. Any such insurance may be procured from any insurance company designated by the Board of Trustees, whether such insurance company is formed under the laws of Colorado or any other jurisdiction, including any insurance in which the Corporation has an equity or any other interest, through stock ownership or otherwise. The Corporation may create a trust fund, grant or security interest or use other means (including, without limitation, a letter or credit) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

Amended September 19, 2012

Section 08:          Right to Impose Conditions to Indemnifications. The Corporation shall have the right to impose, as conditions to any indemnification provided or permitted in this Article, such reasonable requirements and conditions as may appear appropriate to the Board of Trustees in such specific case and circumstances, including but not limited to any one or more of the following:

(a)            That any counsel representing the party to be indemnified in connection with the defense or settlement of any proceeding shall be counsel mutually agreeable to the party and to the Corporation;

(b)            That the Corporation shall have the right, at its option, to assume and control the defense or settlement of any claim or proceeding made, initiated or threatened against the party to be indemnified, and

(c)             That the Corporation shall be subrogated, to the extent of any payments made by way of indemnification, to all the indemnified party's right of recovery, and that the party to be indemnified shall execute all writing and do everything necessary to assure such right of subornation to the Corporation.

Amended September 19, 2012

Section 09:          Other Rights and Remedies. The indemnification provided by this Article shall be in addition to other rights to indemnification, which a party may have or hereafter acquire by virtue of applicable statute.

Section 10:          Applicability Effects. The indemnification in this Article shall be applicable to acts or omissions that occurred prior to the adoption of this Article, shall continue as to any party entitled to indemnification under this Article who has ceased to be a director, officer, employee, fiduciary or agent of the Corporation or, at the request of the Corporation, was serving as and has since ceased to be a director, officer, partner, trustee, employee, fiduciary or agent of any other entity or employee benefit plan, and shall inure to the benefit of the estate and personal representatives of such person. The appeal or amendment of this Article or any section or provision hereof that would have the effect of limiting, qualifying or restricting any of the powers or rights of indemnification provided or permitted in this Article shall not, solely by reason of such repeal or amendment, eliminate, restrict or otherwise affect the right or power of the Corporation to indemnify any person, or affect any right of indemnification of such person, with respect to any acts or omissions that occurred prior to such repeal or amendment. All rights to indemnification under this Article shall be deemed to be provided by a contract between the Corporation and each party covered hereby.

Section 11:          Indemnification of Agents. The Corporation shall have the right, but shall not be obligated, to indemnify any agent of the Corporation who is not otherwise covered by this Article, that is permissible by laws of Colorado. Unless otherwise provided in any separate indemnification arrangement, any such indemnification shall be made only as authorized in the specific case in the manner provided in Section 3.

Amended 9/19/01

Section 12:          Savings Clause: Limitation. If this Article or any paragraph or provision hereof shall be invalidated by any court or ground, then the Corporation shall nevertheless indemnify each party otherwise entitled to indemnification hereunder to the fullest extent permitted by law or any applicable provision of this Article that shall not have been invalidated. Notwithstanding any other provision of these By-Laws, the Corporation shall neither indemnify any person or purchase any insurance in any manner or to any extent that would that would jeopardize or be inconsistent with the qualification of the Corporation as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, ("Code"). Notwithstanding any other provision of these By-Laws, if the Corporation is found to be a private foundation in a final determination, then the Corporation shall neither indemnify any person nor purchase any insurance if such indemnification or purchase of insurance would be considered an act of self-dealing under Section 4941 of the Code.

Article IX. AMENDMENTS

Section 01:          The Articles of Incorporation and/or Bylaws of the corporation may be amended by a two-thirds  2/3 vote of the delegates present at a regular meeting of the House of Delegates provided sufficient notice is provided to the Board of Trustees. Sufficient notice for amendment requires the suggested changes be presented to the Board of Trustees two (2) meetings ahead of the vote and provided to the House of Delegates one (1) meeting ahead of the vote.

Amended September 19, 2012

 

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