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By-Laws

 

BY-LAWS

OF

BEAR CREEK TOUCHDOWN CLUB, INC.

A Colorado Non-Profit Corporation

ARTICLE I

OFFICES

The principal office of the Corporation shall be located at 3940 Kipling Street, Lakewood, Colorado. The Corporation may have such other offices, either within or without the State of Colorado, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II

PURPOSES

The purposes, objectives and business for which the said Corporation is organized are exclusively charitable and said purposes shall include but not be limited to the following: Fund raising, support of high school athletics, support of scholarship program and all related activities.

ARTICLE III

ANNUAL MEETINGS

Section l The annual meeting of the members of the Corporation shall be held at the principal office of the Corporation or at such other place, either within or outside the State of Colorado, as the Board of Directors may designate or as may be specified in the call of the meeting.

Section 2 The annual meeting of the Corporation shall be held at the offices of the Corporation on the first Tuesday of August of each year, except that if said date falls upon a holiday, said annual meeting shall be held on the following business day. At said meeting, the members of the Corporation shall elect by plurality vote, by ballot, for the ensuing year, a Board of four Directors and shall transact such other business as shall properly come before the meeting.

ARTICLE IV

MEETING OF MEMBERS

Section 1 Monthly Meetings Monthly meetings will be conducted on the first Wednesday of each month at 7:00 pm at Bear Creek High School. This time and date may be changed in the future due to overriding schedule conflicts with the school.

Section 2 Special Meetings Special meetings maybe called by the President or any other elected officer. Members shall have 24 hours notice of the time, place, and objective of the meeting.

Section 3 Place of Meetings If no designation is made or if a special meeting be otherwise called, the place of the meeting shall be the registered office of the corporation. If all of the Members consent to a meeting to be held at a different time and location, then such meeting and the business arising from such meeting shall be valid.

Section 4 Quorum A Quorum shall consist of at least 2 elected officers and 3 members in good standing.

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Section 5 Proxies: At any meeting of the members, a member may vote in person or by proxy. Proxies shall be written and signed without particular format and filed with the Secretary prior to the meeting.

Section 6 Voting: A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by a proxy at a meeting at which quorum is present, shall be necessary for the adoption thereof unless a greater proportion is required by law or by these by-laws. Section 7 Order of Business: At the monthly meeting the order of business shall be as

follows:

• Report of the President

• Report of the Secretary

• Report of the Treasurer

• Report of Standing Committees

• Report of Special Committees

• General Business

• Election of new officers (once annually)

ARTICLE V

MEETING OF DIRECTORS

Section 1 The Directors shall hold a regular meeting immediately following the adjournment of the annual meeting of the Corporation and such meeting of the Directors shall be at the principal office of the Corporation or at such other place as the directors may consent either within or outside the State of Colorado. Other regular meetings of the Board of Directors may be set by the Board of Directors, to be held at the principal office of the Corporation, or at such other place either within or outside the State of Colorado, as the Board of Directors may determine.

Section 2 A majority of the then acting Directors shall constitute a quorum at any Directors' meeting, whether regular or special.

Section 3 Any Directors' meeting, whether regular or special, may be adjourned from time to time by those Directors in attendance, although less than a quorum, and no notice need be given of any adjourned meeting.

Section 4 The Secretary shall give notice in writing to each Director of each regular meeting, except the regular meeting following the annual meeting for which no notice need be given. Each such notice shall be mailed or delivered personally to each Director at least ten (10) days before the meeting and shall state the time and place there of Section 5 Special meetings may be called by the President or by two or more of the Directors, and the Secretary shall give at least one day's notice thereof in writing to each Director, either personally or by mailing, such meetings to be held at any place in the State of Colorado or outside the State of Colorado as specified in the call and notice, and such notice to state time, place and purpose or purposes of such meeting.

Section 6 Voting A waiver in writing of any of the notices required above, including notice of any adjourned meeting, signed by the person or persons entitled to notice, whether before, at, or after the time of the meeting stated therein, shall be deemed equivalent to such notice and service thereof. Likewise, call of any special meeting may be waived in writing by any of the Directors either before, at or after the time of any special meeting. Page 2 of 8

Attendance by a Director at any regular meeting, or any adjournment thereof, shall be deemed the equivalent of a waiver in writing by such director of a call or notice and also shall be deemed a consent to the holding of the meeting at the time and at the place at which the same is held, and a consent by such Director that such meeting was held for the purpose of conducting the business that is conducted at such meeting, except that the foregoing shall not apply to attendance by a Director at a meeting who attends solely for the purpose of objecting to the transaction of any business thereat on the grounds that the meeting is not lawfully called or convened. Matters may be considered and business may be conducted at any meeting of the Directors, wither regular or special, even though not included in the call of such meeting or notice thereof if all Directors consent thereto in accordance with the foregoing provisions of this Section.

Section 7 Any action required by the Colorado Non-Profit Corporation Act, the Articles of Incorporation or these By-Laws to betaken at a meeting of the Directors of the Corporation, or any action which may be taken at a meeting of the Directors, may be taken without a meeting if the consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. Page 3 of 8

ARTICLE VI

OFFICERS

Section 1 The Officers of the Corporation shall consist of a President and Secretary and such other officers and agents as may from time to time he chosen by the Board of Directors. One person may hold any two or more offices.

Section 2 The Officers of the Corporation shall be elected by the Board of Directors annually at the first meeting of the Board held after each annual meeting. If the election of the officers shall not he held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until the first of the following to occur: until his successor shall have been duly elected and shall have qualified; or upon his death, resignation or removal.

Section 3 My officer or agent may be removed by the Board of Directors whenever, in its judgment, the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not in itself create contract rights.

Section 4 The President shall preside at all meetings of the Directors and the Corporation, and shall have general control of the affairs of the Corporation, subject to the control of the Board of Directors. Unless otherwise directed by the Board of Directors, the President shall sign all contracts and other instruments for the Corporation. He or she shall perform such other duties as may from time to time be assigned to him by the Board of Directors.

Section 5 The Vice President, if any, shall perform the duties of the President in the President's absence, death or disability, and shall perform such other duties and exercise such other powers as may be assigned to him from time to time by the President or by the Board of Directors.

Section 6 The Secretary shall keep the minutes of the proceedings of the Corporation and the Board of Directors, see that all notices are duly given in accordance with the provisions of these By-laws, or as required by-law, be custodian of the corporate records and of the seal of the Corporation, and affix the seal to all documents when authorized by the Board of Directors, keep at the principal office of the Corporation a register containing the names and addresses of all of the members of the Corporation, and in general perform all duties as from time to time may be assigned to him by the President or by the Board of Directors. The Assistant Secretary shall perform the duties of the Secretary in the Secretary's absence, death or disability and shall perform such other duties as may from time to time be assigned to him by the Board of Directors.

Section 7 The Treasurer shall be the principal financial officer of the Corporation and shall have the care and custody of all fluids, securities, evidences of indebtedness and other personal property of the Corporation, and shall deposit all monies of the Corporation received or disbursed, and shall deposit the same in accordance with the instructions of the Board of Directors. The Treasurer shall keep accounts of all monies of the Corporation received or disbursed, and shall deposit all monies and valuables in the name of, and to the credit of the Corporation in such banks or depositaries as the Board of Directors shall designate. He or she shall perform all duties incident to the office of Treasurer, and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

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ARTICLE VII

INDEMNIFICATION

Section 1 The Corporation shall indemnify any person who was or is a party or is threatened to be nude a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust, association, or enterprise, against expenses (including attorney fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order settlement or conviction or upon a plea of nob cootendere or its equivalent shall not in and of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2 The Corporation shall indemnity any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a Director, officer or employee or agent of the Corporation or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another Corporation, partnership, joint venture, trust, association, or other enterprise against expenses (including attorney fees) actually or reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not imposed to the best interests of the Corporation; but no indemnification shall be made in respect of any claim, issue or matter as to which the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court deems proper.

Section 3 My indemnification under Section 1 or 2 of this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in said Section 1 and 2. Such determinations shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or if such a quorum is not obtainable or even if obtainable a quorum of disinterested Directors so direct, by independent legal counsel in a written opinion, or by the members.

Section 4 Expenses (including attorney fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in Section 3 of this Article VII upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation as authorized in this Article VII.

Section 5 The indemnification provided in this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under the Articles of Incorporation, any agreement, vote of members, or disinterested Directors, or otherwise, and any procedure provided for by and of the foregoing, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a

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person who has ceased to be a Director, officer, employee or agent and shall have to the benefit of the heirs, executors, administrators and personal representatives of such a person.

Section 6 The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation, as Director, officer, employee or agent of another Corporation, partnership, joint venture, trust, association, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status, as such, whether or not he is indemnified against such liability by this Article VII.

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ARTICLE VIII

VACANCIES

In the case of death, disability, resignation, or removal of one or more of the officers or Directors, the remaining Directors, although less than a quorum, shall fill the vacancy in the Board of Directors caused by the removal of a Director by the members as provided by law, and in the event of such removal, the members shall fill such vacancy at the annual meeting, or at a special meeting called for that purpose, unless the members direct that the remaining Directors should fill such vacancy.

ARTICLE IX

SEAL

The seal impressed upon the original of these By-Laws shall be the official seal of the

Corporation.

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ARTICLE X

AMENDMENTS

Any of these By-Laws may, in whole or in part, be altered, amended, repealed or added to by unanimous vote of the Directors at any regular meeting or at any special meeting called for that purpose or by a majority vote of the members at any annual meeting or at any special meeting called for that purpose.

ARTICLE XI

MEMBERSHIP

Section 1 Every person or entity who has an interest in promoting the purposes of the Corporation may become a member by submitting such person's name and address to the Secretary of the Corporation and agreeing to abide by the rules and requirements of the Corporation as set forth in the Articles of Incorporation, By-Laws and resolutions, whether passed by the outstanding members of the Corporation or by the Board of Directors.

Section 2 All members of the Corporation shall be entitled to one vote in deciding all matters presented at the annual meeting of the Corporation.

KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned, being all of the Directors of BEAR CREEK TOUCHDOWN CLUB, INC. do hereby certify that the above and foregoing By-Laws of said corporation and that the same now constitute the By-Laws of said Corporation.

The above and foregoing By-Laws were adopted and approved by the Board of Directors on

the day of .

BEAR CREEK TOUCHDOWN FOOTBALL

CLUB, INC.

. .

Secretary