BYLAWS

OF

Colorado On Road RC Club

	The club shall be called the Colorado On Road RC Club (“CORRC”).

ARTICLE 1
NONPROFIT PURPOSES

SECTION 1. 	IRC SECTION 5O1(C)(3) PURPOSES

This corporation is organized exclusively for one or more of the purposes as specified in Section 501 (c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c)(3) of the Internal Revenue Code.

SECTION 2. 	SPECIFIC OBJECTIVES AND PURPOSES

The club is a private, non-profit corporation formed to offer and promote public racing of RC cars and related public activities as the club deems appropriate to promote the growth of the hobby of RC car racing.

ARTICLE 2
MEMBERS

SECTION 1. DETERMINATION AND RIGHTS OF MEMBERS

The corporation shall have only one class of members. No member shall hold more than one membership in the corporation. Except as expressly provided in or authorized by the Articles of Incorporation, the Bylaws of this corporation, or provisions of law, all memberships shall have the same rights, privileges, restrictions and conditions.

If the Articles of Incorporation designate this corporation as a Non-Member, Non-Profit Corporation or where failure to make a designation of such status within the Articles of Incorporation would result in this corporation being considered a Non-Member, Non-Profit Corporation, then the Articles of Incorporation and any subsequent amendments shall control. Thus, this section, “Membership Provisions,” and all articles within this section shall be moot unless accordingly adopted pursuant to state law subsequent to the necessary steps being taken so that this corporation is thus considered a “Membership,” Non-Profit Corporation under applicable State and/or Federal laws.

SECTION 2. 	QUALIFICATIONS OF MEMBERS

The qualifications for membership in this corporation are as follows:  members are expected to participate in helping run the races including assistance with set-up and take down after races. A non-member may race for increased fees.

SECTION 3. 	ADMISSION OF MEMBERS

Membership shall be broken into two categories as follows.

a)	General Membership: General Membership is open to anyone who has an interest in RC Cars and promotion of the RC Hobby in our region. 

b)	Applicants shall be admitted to membership upon filling out an application form and upon payment of the initial membership fee.  Members are also expected to join ROAR and pay applicable fees.  

Items requiring majority vote of voting club members, include:

a.	Major purchases over $500.

b.	Entering into written contracts (i.e. leases, etc).

c.	Adoption of new rules or changes in previously adopted rules.

d.	Nomination for and election of club officers.

e.	The discharge of members found unfit,

f.	Changes in by-law, if approved for vote by officers. (a major re-write will be conducted with the approval of all officers at any time it is deemed appropriate).

g. 	Adoption of race schedules, times and fees.

SECTION 4. FEES AND DUES

(a) The following fee shall be charged for making application for membership in the corporation:

(b) The annual dues payable to the corporation by members shall be:

 Annual dues for 2008 / 2009 are $50 per individual and $75 for a family . 

Annual dues for 2009 / 2010 are $50 per individual and $75 for a family

There is no limit on the number of members the corporation may admit.

SECTION 6. MEMBERSHIP BOOK

The corporation shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such  membership. Such book shall be kept at the corporation’s principal office.

SECTION 7. NONLIABILITY OF MEMBERS

A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.

SECTION 8. NONTRANSFERABILITY OF MEMBERSHIPS

No member may transfer a membership or any right arising there from. All rights of membership cease upon the member’s death.

SECTION 9. TERMINATION OF MEMBERSHIP

The membership of a member shall terminate upon the occurrence of any of the following events:

(1) Upon his or her notice of such termination delivered to the President or Secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.

(2) If this corporation has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a proper notification of delinquency is given to such member by the Secretary of the corporation. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the member’s receipt of the written notification of delinquency.

(3) After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation. Any person expelled from the corporation shall receive a prorata refund of annual dues already paid for the current dues period, calculated as the number of full months left prior to renewal multiplied times the dues and then divided by twelve.  

All rights of a member in the corporation shall cease on termination of membership as herein provided.

(4)  The club is a private club and as such reserves the right to choose its members. The club has the right to discharge those who are found unfit. “Unfit” is defined as follows:

a.	Any behavior that is repeatedly in conflict with the club.

b.	Those who intentionally undermine activities being offered by the club.

c.	Repeated unsportsmanlike conduct.

The process for discharge is as follows:

i.	A written request to an Officer by one or more club members requesting a vote on 
another club member’s fitness.

ii.	Two officers will notify the allegedly offending member in writing of the nature of the complaint after review. At the next meeting, the complaining member will be offered two minutes to explain the complaint. The allegedly offending member will be offered an opportunity to be heard for a two-minute period as well.  A vote will be taken and the vice president in charge of the season at the time will tabulate paper ballots. The findings will be sent in writing to the allegedly offending member and then announced to the membership.

5)	  Illegal drugs

Possession or use of illegal drugs BY ANY PERSON, RACE PARTICIPANT OR OTHERWISE at any CORRC event or on sites where CORRC events are being held WILL NOT BE TOLERATED. “SITE” shall include anywhere on the property. indoors or outdoors. Anyone observed possessing or using illegal drugs shall be immediately ejected from the premises. Behavior of this sort cannot and will not be tolerated under any circumstances by CORRC or our host facilities.

First violation of this policy shall result in a one-month suspension from any official CORRC event.  A second violation of this policy shall result in the offender being permanently barred from participating in any official CORRC event. After one calendar year the CORRC Board shall review any written petition for re-instatement of barred persons and vote whether to reinstate that person’s privilege to participate in CORRC events or to uphold the ban for another year at which time the Board will again review a new written petition for re-instatement.

MEMBER MEETINGS

SECTION 10. PLACE OF MEETINGS

Meetings of members shall be held at the principal office of the corporation or at such other place or places as may be designated from time to time by resolution of the Officers.

SECTION 11. REGULAR MEETINGS

A regular meeting of members shall be held in the last month of the year for the purpose of electing directors and officers and transacting other business as may come before the meeting. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. Each voting member shall cast one vote, with voting being by ballot only. The annual meeting of members for the purpose of electing directors shall be deemed a regular meeting.

Other regular meetings of the members shall be announced.

SECTION 12. SPECIAL MEETINGS OF MEMBERS

Special meetings of the members shall be called by the Board of Directors, the Chairperson of the Board, or the President of the corporation, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the members.

SECTION 13. NOTICE OF MEETINGS

Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the Secretary, or the persons calling 
the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage prepaid. Personal notification includes notification by telephone, by facsimile machine or e-mail provided however, in the case of facsimile notification , the member to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty four hours of the first fascimile transmission.

The notice of any meeting of members at which directors are to be elected shall also state the names of all those who are nominees or candidates for election to the board at the time notice is given.

Whenever any notice of a meeting is required to be given to any member of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

SECTION 14. QUORUM FOR MEETINGS

A quorum shall consist of 11 members or 30% of the voting members of the corporation.

Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the members at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

SECTION 15. MAJORITY ACTION AS MEMBERSHIP ACTION

Every act or decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater number.

SECTION 16. VOTING RIGHTS

Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote. Election of Directors, however, shall be by written ballot.

SECTION 17. ACTION BY WRITTEN BALLOT

Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, any action which may be taken at any regular or special meeting of members may be taken without a meeting, if the corporation distributes a written ballot to each member entitled to vote on the matter. The ballot shall:

	1. 	Set forth the proposed action;

	2.	 Provide an opportunity to specify approval or disapproval of each proposal;

3.	Indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of directors, state the percentage of approvals necessary to pass the measure submitted; and

4. 	Shall specify the date by which the ballot must be received by the corporation in order to be counted. The date set shall afford members a reasonable time within which to return the ballots to the corporation.

5.	Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as specified in these bylaws.

Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

Directors may be elected by written ballot. Such ballots for the election of directors shall list the persons nominated at the time the ballots are mailed or delivered.

SECTION 18. CONDUCT OF MEETINGS

Meetings of members shall be presided over by the Chairman of the Board, or, if there is no Chairperson or, in his or her absence, by the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of all of these persons, by a Chairperson chosen by a majority of the voting members, present at the meeting. The Secretary of the corporation shall act as Secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

Meetings shall be governed by Roberts Rules of Order as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.

ARTICLE 4
DIRECTORS ND OFFICERS

SECTION 1. 	NUMBER

The corporation shall have seven directors and collectively they shall be known as the Board of Directors, including six board members and the President of the club will act as the Chairman of the Board.

SECTION 2. 	QUALIFICATIONS

Directors shall be of the age of majority in this state. Directors must be current member of the Club.  

SECTION 3. 	POWERS

Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

SECTION 4. 	DUTIES

A)  DIRECTORS:	

1:	 Perform any and all duties imposed on them collectively or individually by law, by the 			articles 	of Incorporation, or by these Bylaws;

2:	 Appoint and remove for malfeasance or nonperformance, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;

3:	Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;

4:	Meet at such times and places as required by these Bylaws;

5:	Register their addresses with the Secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.

6:	Promote the mission of the club, which is as follows:
		a)	Promote model car racing as a pastime in the State of Colorado;
b)	Make racing available to a large and varied number of people 
c)	Orient club races to minimize investment in cars.
d)	Orient club activities to encourage newcomers.

7:	Provide an environment and example for young persons to learn sportsmanship and the thrill of competition.

8:	Promote and hold races that are organized and encourage family participation.

9:	Run races consistently and fairly, utilizing well-published and enforceable rules.

10:	Assist all participants in any way to enjoy racing.  

B)  PRESIDENT:	

The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. The President shall oversee the direction of the club, develop business affiliations and contractors, and address the long-term goals of the club.		

		The President shall:

1:	Ensure club activities and decisions are consistent with club charter.

2:	Conduct professional meetings.

3:	Delegate duties to club members.

4:	The president has the authority to represent the club in any manner consistent with the Articles, Bylaws and charter when time does not allow for a formal meeting of the club.

The President shall perform all duties incident his office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors and, if this corporation has members, at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.

C)  VICE PRESIDENT:

	The Vice Presidents of the Carpet and the Pavement shall each be a current Member of CORRC.  The Vice President, subject to oversight by the President, shall supervise and control the affairs of the club and the activities during the racing season.  The Vice Presidents shall:

1:	Be accountable to the club for promotion of club activities;

2:	Run and oversee the races run in their respective seasons on carpet in the winter and pavement in the summer.  

In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.

 	D)  SECRETARY:

In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him from time to time by the Board of Directors.

1:	Certify and keep at the principal office of the corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date.

2:.	Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

3:	See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.

4:	Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation.

5:	Keep at the principal office of the corporation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.

6:	Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation.

E)  DUTIES OF TREASURER:

Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.

1:	Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

2:	Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

3:	Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

4:	Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefor.

5:	Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation, including:

6:	Provide an accounting of club funds at club meetings;                                 

7:	Provide financial interface with any national organization with whom the club is registered and with others on behalf of race participants;

8:	Provide financial function in collection and distribution of club funds;

9:	Be a current Member of CORRC.

10:	Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

Disbursement of Funds.

a.	Ongoing expenses, as a part of running races, will be allowed without Voting Membership approval as long as such expenses have been previously outlined in a club business meeting (i.e. trophies, refreshments, rents for race facilities. etc.) and voted upon.

b.	Unusual expenses for major items (i.e. P.A. systems, new stands, etc.) on items over $100 requires i) approval of the Board, and ii) approval of the Voting Membership.  

c.	Unforeseen emergency expenses critical to club activities may be committed to and paid, if approved, by any three officers and/or Board members and will be fully explained to the membership at the next club meeting. Any one expense shall be greater than $10 but not to exceed $100. The club Treasurer. if not one of the three approving officers, must be notified by telephone if possible, and if not, must be notified by phone or e-mail as soon as possible after the expense is incurred. (E-mail must be followed-up with a phone call).

i.	In no event shall the club commit to expenses without adequate cash on hand to cover the expenses.

ii.	A club member can make a personal donation so cash is available to handle an expense.

iii.	Any club expenses $10 or under may be incurred by authority of an officer with full explanation at a later regular club meeting.

SECTION 5. 	CURRENT DIRECTORS AND OFFICERS

October 23, 2007

Mark J. Wernimont, President and Chairman of the Board

OFFICERS:

VP-Carpet:
Paul David Ohlsen

VP-Pavement:
Steve Folle

Secretary:
Douglas Alan Powell

Treasurer:
Mario Anthony Ficco

BOARD MEMBERS:

Raymond Lee Schultz  

John Justin Eversman

Michael Herring

Paul Erik Burkett

Mike Starnes 

Michael Lee Minaga  

January 1, 2009

Keith R. Karnes, President and Chairman of the Board

OFFICERS:

VP-Carpet:
Chris Doerr

VP-Pavement:
David Hassett

Secretary:
Arthur Scrimo

Treasurer:
Mario Anthony Ficco

BOARD MEMBERS:

John Stout

Paul Olsen

Mario Ficco

Jim Hiller

Jim McGee

Steve Folle

SECTION 6. 	TERM OF OFFICE

Each director and officer shall hold office for a period of one year or beyond until his successor is elected and qualifies.

SECTION 7. 	COMPENSATION

Directors and officers shall serve without compensation except that a reasonable fee may be paid to directors for attending regular and special meetings of the board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.

SECTION 8. 	PLACE OF MEETINGS

Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the Board of Directors.

SECTION 9. 	REGULAR MEETINGS

Regular meetings of Directors shall be held as determined at the first regular meeting to be held on December 30, 2007.  The Board of Directors is made up of the members who made contributions the carpet purchase and legal fees.  These Directors will serve in the position for one year. 

At the regular meeting of members held in December of each year officers an directors shall be elected by the members of the club. Voting for the election of officers and directors shall be by written ballot. Each member shall cast one vote per office.  The person who receives the most votes for a particular office will be elected to that office. 

SECTION 10. 	SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the Chairperson of the Board, the President, the Vice-President, the Secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.

SECTION 11. 	NOTICE OF MEETINGS

Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors:

(a) Regular Meetings. No notice need be given of any regular meeting of the board of directors.

(b) Special Meetings. At least one week prior notice shall be given by the Secretary of the corporation to each director of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, or by facsimile machine, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile notification, the director to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty four hours of the first facsimile transmission.

(c) Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

SECTION 12. 	QUORUM FOR MEETINGS

A quorum shall consist of 30% of the members of the Board of Directors.

Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

SECTION 13. 	MAJORITY ACTION AS BOARD ACTION

Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.

SECTION 14. 	CONDUCT OF MEETINGS

Meetings of the Board of Directors shall be presided over by the Chairman of the Board, or, if no such person has been so designated or, in his or her absence, the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in their absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

Meetings shall be governed by Roberts Rule of Order_, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.

SECTION 15. 	VACANCIES

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.

Any director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.

Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.

Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the board may be filled by approval of the board of directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office.

SECTION 16. 	NONLIABILITY OF DIRECTORS AND OFFICERS

The directors and officers shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

CORRC is not directly affiliated with any business entity nor does CORRC specifically endorse an business entity beyond any promotion due as agreed in compensation for event or activity sponsorship as may he provided by any interested business entity.

CORRC does not endorse or promote race events other than those specifically scheduled and/or sanctioned by CORRC.  Any event where entry fees are paid directly to CORRC shall be considered a “CORRC Event”. Any event where CORRC in some way directly compensated pursuant to an agreement with the CORRC Board by majority vote shall be “CORRC Endorsed”, Any other event is NOT a CORRC event and neither the Colorado On Road RC Club name nor CORRC acronym should he used in conjunction with such an event. If CORRC does not have specific input into the conduct of the event it is in no way connected with CORRC.

SECTION 17.	INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS

The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.

SECTION 18.   INSURANCE FOR CORPORATE AGENTS

Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.

ARTICLE 5
COMMITTEES

SECTION 1.	EXECUTIVE COMMITTEE

The Board of Directors may, by a majority vote of its members, designate an Executive Committee consisting of three board members and may delegate to such committee the powers and authority of the board in the management of the business and affairs of the corporation, to the extent permitted, and except as may otherwise be provided, by provisions of law.

By a majority vote of its members, the board may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease but not below two (2) the number of the members of the Executive Committee, and fill vacancies on the Executive Committee from the members of the board. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.

SECTION 2. OTHER COMMITTEES

The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.

SECTION 3. MEETINGS AND ACTION OF COMMITTEES

Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

ARTICLE 6
OFFICES

SECTION 1. PRINCIPAL OFFICE

The principal office of the corporation is located in the County of Larimer, State of Colorado, currently at 824 Warren Landing, Fort Collins, CO 80525.

SECTION 2. CHANGE OF ADDRESS

The designation of the county or state of the corporation’s principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws.  Changes shall be noted in minutes of meetings where the change was approved.

SECTION 3. OTHER OFFICES

The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.

ARTICLE 7
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

SECTION 1. EXECUTION OF INSTRUMENTS

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confmed to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

SECTION 2. CHECKS AND NOTES

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of the corporation.

SECTION 3. DEPOSITS

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

SECTION 4. GIFTS

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.

ARTICLE 8
CORPORATE RECORDS, REPORTS AND SEAL

SECTION 1. 	MAINTENANCE OF CORPORATE RECORDS

The corporation shall keep at its principal office:

(a) 	Minutes of all meetings of directors, committees of the board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;

(b)	 Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;

(c) 	A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;

(d) 	A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.

SECTION 2. 	CORPORATE SEAL

The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

SECTION 3. 	DIRECTORS’ INSPECTION RIGHTS

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.

SECTION 4. 	MEMBERS’ INSPECTION RIGHTS

If this corporation has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a member:

(a) 	To inspect and copy the record of all members’ names, addresses and voting rights, at reasonable times, upon written demand on the Secretary of the corporation, which demand shall state the purpose for which the inspection rights are requested.

(b)	 To obtain from the Secretary of the corporation, upon written demand on, and payment of a reasonable charge to, the Secretary of the corporation, a list of the names, addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made within a reasonable time after the demand is received by the Secretary of the corporation or after the date specified therein as of which the list is to be compiled.

(c) 	To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the Secretary of the corporation by the member, for a purpose reasonably related to such person’s interests as a member.

(d)	Members shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.

SECTION 5. 	RIGHT TO COPY AND MAKE EXTRACTS

Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.

SECTION 6. 	PERIODIC REPORT

The board shall cause any annual or periodic report required under law to be prepared and delivered to an 	office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the 	time limits set by law.

ARTICLE 9
IRC 501(C)(3) TAX EXEMPTION PROVISIONS

SECTION 1. 	LIMITATIONS ON ACTIVITIES

No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 50 1(h) of the Internal Revenue Code], and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 1 70(c)(2) of the Internal Revenue Code.

SECTION 2. 	PROHIBITION AGAINST PRIVATE INUREMENT

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.

SECTION 3. 	DISTRIBUTION OF ASSETS

Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 51 0(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

SECTION 4. 	PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS

In any taxable year in which this corporation is a private foundation as described in Section 5 09(a) of the Internal Revenue Code, the corporation I) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

ARTICLE 10
AMENDMENT OF BYLAWS

Subject to the power of the members, if any, of this corporation to adopt, amend or repeal the Bylaws of this corporation and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Board of Directors.

ARTICLE 11
CONSTRUCTION AND TERMS

If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern. 

Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.

All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

END

ADOPTION OF BYLAWS

We, the undersigned, are all of the initial directors, officer and/or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of 19 preceding pages, as the Bylaws of this corporation.

OFFICERS:						

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Mark Wernimont, Incorporator and President	

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VP-Carpet:
Paul David Ohlsen

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VP-Pavement:
Steve Folle

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Secretary:
Douglas Alan Powell

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Treasurer:
Mario Anthony Ficco

BOARD MEMBERS:

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Paul Erik Burkett

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John Justin Eversman 

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Michael Herring

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Michael Lee Minaga  

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Raymond Lee Schultz  

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Mike Starnes