DISTRICT COURT, CITY AND COUNTY OF DENVER, COLORADO ...

DISTRICT COURT, CITY AND COUNTY OF DENVER,COLORADO1437 Bannock StreetDenver, CO 80202STATE OF COLORADO, ex rel. JOHN W. SUTHERS,ATTORNEY GENERAL,Plaintiff,v.FIRED UP FOR KIDS, INC., a Colorado Non-ProfitCorporation,Defendants.Attorneys for Plaintiff:JOHN W. SUTHERSAttorney GeneralALISSA HECHT GARDENSWARTZ, 36126*Assistant Attorney Generalalissa.gardenswartz@state.co.usJAY B. SIMONSON, 24077*First Assistant Attorney Generaljay.simonson@state.co.us1525 Sherman Street, 4 th FloorDenver, CO 80203(303) 866-5079(303) 866-4916 Fax*Counsel of Record COURT USE ONLY Case No.:Div.:COMPLAINT FOR JUDICIAL DISSOLUTION OF A NONPROFITCORPORATIONPlaintiff, the State of Colorado, upon relation of John W. Suthers, AttorneyGeneral for the State of Colorado, by and through undersigned counsel, states andalleges as follows:INTRODUCTION1. This is an action for judicial dissolution brought by the AttorneyGeneral for the State of Colorado pursuant to the Colorado Revised NonprofitCorporations Act, Colo. Rev. Stat. §§7-134-301 through 304.

PARTIES2. John W. Suthers is the duly elected Attorney General of the State ofColorado and is authorized under Colo. Rev. Stat. § 7-134-301 to initiate a proceedingto dissolve a nonprofit corporation.3. Fired Up For Kids, Inc. is a Colorado nonprofit corporation with itsprincipal street address listed as 620 16 th Street, Suite 200, Denver, CO 80202.JURISDICTION AND VENUE4. Pursuant to Colo. Rev. Stat. §§7-134-302 through 304, this Court hasjurisdiction to dissolve a nonprofit corporation.5. At all relevant times during this action, Defendant Fired Up For Kids,Inc. maintained a principal place of business and a registered agent in Denver,Colorado. Therefore, venue is proper in the City and County of Denver, Colorado,pursuant to Colo. Rev. Stat. § 7-134-302(1) and Colo. R. Civ. P. 98.RELEVANT TIMES6. The conduct that gives rise to the claims for relief contained in thisComplaint began in 2007 and has continued through the present.STATUTORY BACKGROUND7. The Colorado Revised Nonprofit Corporations Act allows for anonprofit corporation to be dissolved in a proceeding by the Attorney General if it isestablished that a nonprofit corporation has obtained its articles of incorporationthrough fraud, or if it has “continued to exceed or abuse the authority conferred uponit by law.” Colo. Rev. Stat. §7-134-301(1)(a) and (b).8. In a proceeding to dissolve a nonprofit corporation, the court may issueinjunctions, appoint a receiver or custodian pendente lite with all powers the courtdirects, take other actions required to preserve the corporate assets wherever located,and carry on the activities of the nonprofit corporation until a full hearing can be held.Colo. Rev. Stat. §7-134-302(3).GENERAL ALLEGATIONS9. Defendant Fired Up For Kids, Inc. incorporated as a nonprofitcorporation in Colorado on or about November 27, 2007. A copy of Fired Up ForKids’ Articles of Incorporation is attached hereto as Exhibit A.2

10. The Fired Up For Kids’ Articles of Incorporation list two members ofthe initial Board of Directors: Kirsten Hamling, the founder of Fired Up For Kids, andAlison Heller.11. On October 4, 2011, Ms. Heller filed a Statement of Correction withthe Colorado Secretary of State stating that she had never been an acting member ofthe board of directors for Fired Up For Kids, and had not realized that she was listedas a board member in the Articles of Incorporation until September 26, 2011.12. According to its Articles of Incorporation filed with the ColoradoSecretary of State, Fired Up for Kids is a nonprofit organization organized for acharitable purpose as identified in Section 501(c)(3) of the Internal Revenue Code.The Articles of Incorporation specify that Fired Up for Kids was organized to raisefunds for The Children’s Hospital Burn Center and other burn centers through thesales of firefighter calendars.13. Fired Up For Kids’ Articles of Incorporation further state that:Upon the dissolution of this corporation, its assets remaining after payment, orprovision for payment, of all debts and liabilities of this corporation shall bedistributed for one or more exempt purposes within the meaning of Section501(c)(3) of the Internal Revenue Code or shall be distributed to the federalgovernment, or to a state or local government, for a public purpose. Any suchassets not so disposed of shall be disposed of by a court of competentjurisdiction of the county in which the principal office of the corporation is thenlocated, exclusively for such purposes or to such organization or organizations,as said court shall determine, which are organized and operated exclusively forsuch purposes.14. Fired Up for Kids’ Articles of Incorporation state that no part of the netearnings of the corporation shall inure to the benefit of or be distributable to itsdirectors of officers. The Articles of Incorporation also state that the corporation shallnot carry on any other activities not permitted to be carried on by an organizationexempt from federal income tax under section 501(c)(3) of the Internal RevenueCode. Section 501(c)(3) of the Internal Revenue Code prohibits a charitable501(c)(3) organization from being organized or operated for the benefit of privateinterests.15. In its solicitation materials, including materials sent to event sponsorsas well as on its website, Fired Up For Kids has represented that it is a “Denver-basednonprofit organization” that donates all proceeds from special events and sales of TheColorado Firefighter Calendar to The Children’s Hospital Burn Center.16. Fired Up For Kids also has represented itself in public solicitationmaterials as a tax-exempt 501(c)(3) organization.3

FIRST CLAIM FOR RELIEF(Judicial Dissolution Due to Obtaining Articles of Incorporation Through Fraud)25. Plaintiff incorporates herein by reference all of the allegationscontained in Paragraphs 1 through 24 of this Complaint.26. Through the above-described conduct, Fired Up For Kids obtained itsArticles of Incorporation through fraud. Specifically, it represented to the ColoradoSecretary of State that it was filing Articles of Incorporation as a nonprofitcorporation when, in fact, its president and founder operated the organization as a forprofitcorporation. Additionally, in its Articles of Incorporation, Fired Up For Kidsrepresented that Alison Heller was a member of the original board of directors whenshe was never a member of the board of directors.SECOND CLAIM FOR RELIEF(Judicial Dissolution Due to Nonprofit Corporation Continuing to Exceed or Abusethe Authority Conferred Upon It By Law)27. Plaintiff incorporates herein by reference all of the allegationscontained in Paragraphs 1 through 26 of this Complaint.28. Through the above-described conduct, Fired Up For Kids is continuingto exceed and abuse the authority conferred upon it by law. Specifically, Fired UpFor Kids incorporated as a nonprofit corporation and represented itself to the publicas a nonprofit, tax-exempt charitable organization, but operated as a for-profitcorporation and used funds raised from the public for private inurement.RELIEF REQUESTEDWHEREFORE, Plaintiff prays for judgment against the Defendant and thefollowing relief:A. Pursuant to Colo. Rev. Stat. § 7-134-304(1), an order entering a decree thatdissolves Fired Up For Kids, Inc.B. An order compelling a full and complete accounting of Fired Up For Kids,Inc.’s assets.C. An order directing the winding up and liquidation of Fired Up for Kids’activities in accordance with Colo. Rev. Stat. §7-134-105 including, but not limitedto, transferring Fired Up For Kids’ assets to Colorado Firefighter Calendar, Inc., aColorado nonprofit corporation with a substantially similar purpose to that of thepurpose stated in Fired Up For Kids’ Articles of Incorporation.5

D. An order directing the giving of notice to claimants in accordance with Colo.Rev. Stat. §§7-90-911 and 912.E. Any such further orders as the Court may deem just and proper to effectuatethe purposes of the Colorado Revised Nonprofit Corporations Act, and to protectFired Up For Kids, Inc.’s assets.Dated this 15 th day of December, 2011.JOHN W. SUTHERSAttorney General/s Alissa H. GardenswartzALISSA H. GARDENSWARTZ, 36126*Assistant Attorney GeneralConsumer Protection SectionAttorneys for Plaintiff*Counsel of RecordPursuant to C.R.C.P. 121, § 1-26(9), the original of this document with original signatures ismaintained in the offices of the Colorado Attorney General, 1525 Sherman Street, Denver, CO80203, and will be made available for inspection by other parties or the Court upon request.6

Document processing feeIf document is filed on paper $125.00If document is filed electronically $ 25.00Fees & forms/cover sheetsare subject to change.To file electronically, access instructionsfor this form/cover sheet and otherinformation or print copies of fileddocuments, visit www.sos.state.co.usand select Business Center.Paper documents must be typewritten or machine printed.Colorado Secretary of StateDate and Time: 11/27/2007 05:56 PMId Number: 20071539150Document number: 20071539150ABOVE SPACE FOR OFFICE USE ONLYArticles of Incorporation for a Nonprofit Corporationfiled pursuant to §7-90-301, et seq. and §7-122-101 of the Colorado Revised Statutes (C.R.S)1. Entity name: ______________________________________________________Fired Up For Kids, Inc.(The name of a nonprofit corporation may, but need not, contain the term or abbreviation“corporation”, “incorporated”, “company”, “limited”, “corp.”, “inc.”, “co.” or “ltd.”§7-90-601, C.R.S.)2. Use of Restricted Words (if any of theseterms are contained in an entity name, true“bank” or “trust” or any derivative thereofname of an entity, trade name or trademark “credit union” “savings and loan”stated in this document, mark the applicable“insurance”, “casualty”, “mutual”, or “surety”box):3. Principal office street address: ______________________________________________________620 16th Street, Suite 200(Street name and number)________________________________________________________________________________ DenverCO ____ ____________________80202(City) (State) (Postal/Zip Code)_______________________ ______________United States(Province – if applicable)(Country – if not US)4. Principal office mailing address: ______________________________________________________(if different from above)(Street name and number or Post Office Box information)________________________________________________________________________________ ____ ____________________(City) (State) (Postal/Zip Code)_______________________ ______________(Province – if applicable) (Country – if not US)5. Registered agent: (if an individual): ____________________ ______________ ______________ _____(Last) (First) (Middle) (Suffix)OR (if a business organization):______________________________________________________National Registered Agents, Inc.6. The person appointed as registered agent in the document has consented to being so appointed.7. Registered agent street address: ______________________________________________________1535 Grant Street, Suite 140(Street name and number)________________________________________________________________________________ DenverCO ____________________80203(City) (State) (Postal/Zip Code)8. Registered agent mailing address: ______________________________________________________(if different from above)(Street name and number or Post Office Box information)ARTINC_NPC Page 1 of 3 Rev. 11/16/2005EXHIBIT A

________________________________________________________________________________ ____ ____________________(City) (State) (Postal/Zip Code)_______________________ ______________(Province – if applicable) (Country – if not US)9. If the corporation’s period of durationis less than perpetual, state the date onwhich the period of duration expires:______________________(mm/dd/yyyy)10. (Optional) Delayed effective date: ______________________(mm/dd/yyyy)11. Name(s) and address(es) ofincorporator(s): (if an individual) ____________________ Hamling______________ Kirsten ______________ _____(Last) (First) (Middle) (Suffix)OR (if a business organization)____________________________________________________________________________________________________________620 16th Street, Suite 200(Street name and number or Post Office Box information)________________________________________________________________________________ DenverCO ____ ____________________80202(City) (State) (Postal/Zip Code)_______________________ ______________United States(Province – if applicable) (Country – if not US)(if an individual) ____________________ Batts______________ Jackie ______________ _____(Last) (First) (Middle) (Suffix)OR (if a business organization) ____________________________________________________________________________________________________________620 16th Street, Suite 200(Street name and number or Post Office Box information)________________________________________________________________________________ DenverCO ____ ____________________80202(City) (State) (Postal/Zip Code)_______________________ ______________United States(Province – if applicable)(Country – if not US)(if an individual) ____________________ Moore______________ Meme ______________ _____(Last) (First) (Middle) (Suffix)OR (if a business organization) ____________________________________________________________________________________________________________620 16th Street, Suite 200(Street name and number or Post Office Box information)________________________________________________________________________________ DenverCO ____ ____________________80202(City) (State) (Postal/Zip Code)_______________________ ______________United States(Province – if applicable) (Country – if not US)(If more than three incorporators, mark this boxincorporators.)✔and include an attachment stating the names and addresses of allARTINC_NPC Page 2 of 3 Rev. 11/16/2005EXHIBIT A

12. The nonprofit corporation is formed under the Colorado Revised Nonprofit Corporation Act.13. The corporation will OR will not ✔ have voting members.14. A description of the distribution of assets upon dissolution is attached.15. Additional information may be included pursuant to §7-122-102, C.R.S. and other organic statutes. Ifapplicable, mark this box and include an attachment stating the additional information.Notice:Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation oracknowledgment of each individual causing such delivery, under penalties of perjury, that the document is theindividual's act and deed, or that the individual in good faith believes the document is the act and deed of theperson on whose behalf the individual is causing the document to be delivered for filing, taken in conformitywith the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organicstatutes, and that the individual in good faith believes the facts stated in the document are true and thedocument complies with the requirements of that Part, the constituent documents, and the organic statutes.This perjury notice applies to each individual who causes this document to be delivered to the secretary ofstate, whether or not such individual is named in the document as one who has caused it to be delivered.16. Name(s) and address(es) of theindividual(s) causing the documentto be delivered for filing:____________________ Lemus______________ Tania ______________ _____(Last) (First) (Middle) (Suffix)______________________________________________________7083 Hollywood Blvd., Ste. 180(Street name and number or Post Office Box information)________________________________________________________________________________ Los AngelesCA ____ ____________________90028(City) (State) (Postal/Zip Code)_______________________ ______________United States(Province – if applicable) (Country – if not US)(The document need not state the true name and address of more than one individual. However, if you wish to state the name and addressof any additional individuals causing the document to be delivered for filing, mark this boxname and address of such individuals.)Disclaimer:and include an attachment stating theThis form, and any related instructions, are not intended to provide legal, business or tax advice, and areoffered as a public service without representation or warranty. While this form is believed to satisfy minimumlegal requirements as of its revision date, compliance with applicable law, as the same may be amended fromtime to time, remains the responsibility of the user of this form. Questions should be addressed to the user’sattorney.ARTINC_NPC Page 3 of 3 Rev. 11/16/2005EXHIBIT A

Attachment toArticles of Incorporation ofFired Up For Kids, Inc.Additional members of the initial Board of Directors are:Name of Director AddressKirsten Hamling 765 Olive Street, Denver, CO 80220Alison Heller 765 Olive Street, Denver, CO 80220EXHIBIT A

Attachment toArticles of Incorporation ofFired Up For Kids, Inc.This corporation is organized exclusively for one or more of the purposes asspecified in Section 501(c)(3) of the Internal Revenue Code, including, for suchpurposes, the making of distributions to organizations that qualify as exemptorganizations under section 501(c)(3) of the Internal Revenue Code. This Corporationshall be a nonprofit corporation. The specific purposes for which this corporation isorganized are: raising funds for The Children's Hospital Burn Center and other burncenters through the sales of Firefighter calendars.Upon the dissolution of this corporation, its assets remaining after payment, orprovision for payment, of all debts and liabilities of this corporation shall be distributedfor one or more exempt purposes within the meaning of Section 501(c)(3) of the InternalRevenue Code or shall be distributed to the federal government, or to a state or localgovernment, for a public purpose. Any such assets not so disposed of shall be disposedof by a court of competent jurisdiction of the county in which the principal office of thecorporation is then located, exclusively for such purposes or to such organization ororganizations, as said court shall determine, which are organized and operatedexclusively for such purposesNo substantial part of the activities of this corporation shall consist of carrying onpropaganda, or otherwise attempting to influence legislation (except as otherwiseprovided by Section 501(h) of the Internal Revenue Code), and this corporation shall notparticipate in, or intervene in (including the publishing or distribution of statements), anypolitical campaign on behalf of, or in opposition to, any candidate for public office.No part of the net earnings of this corporation shall inure to the benefit of, or bedistributable to, its members, directors, officers, or other private persons, except thatthis corporation shall be authorized and empowered to pay reasonable compensationfor services rendered and to make payments and distributions in furtherance of thepurposes set forth in these articles.EXHIBIT A

Notwithstanding any other provision of these articles, the corporation shall not carryon any other activities not permitted to be carried on (a) by a corporation exempt fromfederal income tax under section 501(c)(3) of the Internal Revenue Code, or thecorresponding section of any future federal tax code, or (b) by a corporation,contributions to which are deductible under section 170(c)(2) of the Internal RevenueCode, or the corresponding section of any future federal tax code.All references to sections of the Internal Revenue Code shall include such sectionsas of the date hereof and the corresponding section of any future federal tax code.EXHIBIT A

Document must be filed electronically.Paper documents will not be accepted.Fees & forms are subject to change.For more information or to print copiesof filed documents, visit www.sos.state.co.us.Colorado Secretary of StateDate and Time: 11/08/2011 07:46 PMID Number: 20111622566Document number: 20111622566Amount Paid: $20.00ABOVE SPACE FOR OFFICE USE ONLYArticles of Incorporation for a Nonprofit Corporationfiled pursuant to § 7-122-101 and § 7-122-102 of the Colorado Revised Statutes (C.R.S.)1. The domestic entity name forthe nonprofit corporation is______________________________________________________.Colorado Firefighter Calendar, Inc.(Caution: The use of certain terms or abbreviations are restricted by law. Read instructions for more information.)2. The principal office address of the nonprofit corporation’s initial principal office isStreet addressMailing address(leave blank if same as street address)______________________________________________________6400 S. Fiddlers Green Circle(Street number and name)______________________________________________________Suite 1000__________________________ Greenwood Village ____ CO ____________________80111(City) (State) (ZIP/Postal Code)_______________________ ______________United States(Province – if applicable)(Country)______________________________________________________(Street number and name or Post Office Box information)________________________________________________________________________________ ____ ____________________(City) (State) (ZIP/Postal Code)_______________________ ______________.(Province – if applicable)(Country)3. The registered agent name and registered agent address of the nonprofit corporation’s initial registered agentareName(if an individual)OR____________________ Gehris______________ Bernard ______________ F._____(Last) (First) (Middle) (Suffix)(if an entity)______________________________________________________(Caution: Do not provide both an individual and an entity name.)Street address______________________________________________________6400 S. Fiddlers Green Circle(Street number and name)______________________________________________________Suite 1000__________________________ Greenwood Village CO ____________________80111(City) (State) (ZIP Code)ARTINC_NPC Page 1 of 3 Rev. 10/31/2011EXHIBIT B

Mailing address(leave blank if same as street address)______________________________________________________(Street number and name or Post Office Box information)________________________________________________________________________________ CO ____________________.(City) (State) (ZIP Code)(The following statement is adopted by marking the box.)✔ The person appointed as registered agent above has consented to being so appointed.4. The true name and mailing address of the incorporator areName(if an individual)OR____________________ Welter______________ Andrea ______________ E._____(Last) (First) (Middle) (Suffix)(if an entity)______________________________________________________(Caution: Do not provide both an individual and an entity name.)Mailing address______________________________________________________6400 S. Fiddlers Green Circle(Street number and name or Post Office Box information)______________________________________________________Suite 1000__________________________ Greenwood Village ____ CO ____________________80111(City) (State) (ZIP/Postal Code)_______________________ ______________.United States(Province – if applicable)(Country)(If the following statement applies, adopt the statement by marking the box and include an attachment.)The corporation has one or more additional incorporators and the name and mailing address of eachadditional incorporator are stated in an attachment.5. (If the following statement applies, adopt the statement by marking the box.)The nonprofit corporation will have voting members.6. (The following statement is adopted by marking the box.)✔Provisions regarding the distribution of assets on dissolution are included in an attachment.7. (If the following statement applies, adopt the statement by marking the box and include an attachment.)✔This document contains additional information as provided by law.8. (Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date hassignificant legal consequences. Read instructions before entering a date.)(If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.)The delayed effective date and, if applicable, time of this document is/are __________________________.(mm/dd/yyyy hour:minute am/pm)Notice:Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation oracknowledgment of each individual causing such delivery, under penalties of perjury, that the document is theindividual's act and deed, or that the individual in good faith believes the document is the act and deed of theperson on whose behalf the individual is causing the document to be delivered for filing, taken in conformitywith the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organicstatutes, and that the individual in good faith believes the facts stated in the document are true and thedocument complies with the requirements of that Part, the constituent documents, and the organic statutes.ARTINC_NPC Page 2 of 3 Rev. 10/31/2011EXHIBIT B

This perjury notice applies to each individual who causes this document to be delivered to the Secretary ofState, whether or not such individual is named in the document as one who has caused it to be delivered.9. The true name and mailing address of the individual causing the document to be delivered for filing areDisclaimer:____________________ Welter ______________ Andrea ______________ E._____(Last) (First) (Middle) (Suffix)______________________________________________________6400 S. Fiddlers Green Circle(Street number and name or Post Office Box information)______________________________________________________Suite 1000__________________________ Greenwood Village _____ CO ____________________80111(City) (State) (ZIP/Postal Code)_______________________ ______________.United States(Province – if applicable)(Country)(If the following statement applies, adopt the statement by marking the box and include an attachment.)This document contains the true name and mailing address of one or more additional individualscausing the document to be delivered for filing.This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice,and are furnished without representation or warranty. While this form/cover sheet is believed to satisfyminimum legal requirements as of its revision date, compliance with applicable law, as the same may beamended from time to time, remains the responsibility of the user of this form/cover sheet. Questions shouldbe addressed to the user’s legal, business or tax advisor(s).ARTINC_NPC Page 3 of 3 Rev. 10/31/2011EXHIBIT B

ARTICLES OF INCORPORATIONOFCOLORADO FIREFIGHTER CALENDAR, INC.a Colorado Nonprofit CorporationThe individual named below causes these Articles of Incorporation to be delivered to theColorado Secretary of State for filing pursuant to § 7-122-102 of the Colorado Revised NonprofitCorporation Act, Articles 121 to 137 of Title 7 of the Colorado Revised Statutes, and states asfollows:ARTICLE I. NAME1.1 NAME. The name of the corporation is Colorado Firefighter Calendar, Inc.ARTICLE II. REGISTERED AGENT AND OFFICES2.1 REGISTERED OFFICE AND AGENT. The street address of the initialregistered office of the corporation is 6400 S. Fiddlers Green Circle, Suite 1000, GreenwoodVillage, CO 80111. The name of the corporation's initial registered agent at such address isBernard F. Gehris.2.2 PRINCIPAL OFFICE. The address of the corporation's initial principal office is6400 S. Fiddlers Green Circle, Suite 1000, Greenwood Village, CO 80111.ARTICLE III. INCORPORATOR3.1 INCORPORATOR. The name and address of the incorporator is: Andrea E.Welter, 6400 S. Fiddlers Green Circle, Suite 1000, Greenwood Village, CO 80111ARTICLE IV. EFFECTIVE DATE AND DURATION4.1 EFFECTIVE DATE. Pursuant to Colo. Rev. Stat. § 7-90-304(1)(a), the corporateexistence of this corporation shall begin at the time of filing on the date these Articles ofIncorporation are filed.4.2 DURATION. The corporation shall have perpetual existence.ARTICLE V. MEMBERS5.1 The corporation shall have no voting or nonvoting members.ARTICLE VI. BOARD OF DIRECTORS6.1 GENERAL POWERS. Except as otherwise provided in these Articles ofIncorporation, the control and management of the affairs of the corporation and the disposition of1EXHIBIT B

its funds and property shall be solely vested in the Board of Directors. The number of directors,classification, if any, terms of office and manner of election or appointment shall be as providedin the Bylaws of the corporation.6.2 INITIAL BOARD. After Incorporation, the incorporator shall elect an initialBoard of Directors. Until the initial Board of Directors has been elected and shall qualify, theincorporator shall serve as the sole director of the corporation and shall have all of the powersand authority and shall perform all the duties of the Board of Directors.6.3 NO CUMULATIVE VOTING. Cumulative voting shall not be allowed in theelection of Directors.6.4 DIRECTOR LIABILITY. The personal liability of a Director to the corporationor to its members for monetary damages for breach of fiduciary duty as a Director is limited tothe fullest extent permitted by the Colorado Revised Nonprofit Corporation Act as it exists ormay hereafter be amended.ARTICLE VII. PURPOSES AND POWERS7.1 PURPOSES. The corporation is organized exclusively for charitable, religious,educational and/or scientific purposes within the meaning of § 501(c)(3) of the Internal RevenueCode of 1986, as amended, or the corresponding provision of any future United States InternalRevenue Law (“Code”). Subject to the foregoing, the specific purposes of this corporation shallinclude:7.1.1 To raise funds to support the care and treatment of burn center patients at TheChildren’s Hospital and other burn centers throughout Colorado.7.1.2 To raise funds to support the Children's Hospital Colorado Foundation.7.1.3 To educate and promote the importance and awareness of fire safety.7.1.4 To engage in such activities as shall be set forth in the Bylaws which will assist inthe accomplishment of those purposes immediately aforementioned.7.2 GENERAL PURPOSES. In support of the express purposes set forth above, thecorporation is authorized to conduct any or all lawful affairs, not required to be specificallystated in these Articles of Incorporation, for which nonprofit corporations may be incorporatedunder the laws of the State of Colorado, but limited to those activities that are within the scope ofpermissible activities under Code § 501(c)(3).7.3 ACTIONS. In support of the express purposes set forth above, the corporation isauthorized to receive and administer funds and other contributions within the scope of the abovestatedpurposes and for promoting charitable, religious, educational and/or scientific purposeswithin the meaning of Code § 501(c)(3) and, to that end, to hold any property, or any undividedinterest therein, without limitation as to amount or value; to dispose of any such property; to2EXHIBIT B

invest, reinvest, or deal with the principal or the income in such manner as, in the judgment ofthe Board of Directors, will best promote the purposes of the corporation without limitation,except such limitations, if any, as may be contained in the instrument under which property isreceived, these Articles of Incorporation, the Bylaws of the corporation, or any applicable laws;and to do any other act or thing incidental to or connected with the foregoing purposes or inadvancement thereof, but not for the pecuniary profit or financial gain of its Directors orOfficers.7.4 POWERS. In furtherance of the foregoing purposes and objectives and subject tothe restrictions and limitations contained in these Articles of Incorporation, the corporation shallhave and may exercise all such powers as are expressly or impliedly conferred upon nonprofitcorporations organized under the laws of the State of Colorado provided the same are notinconsistent with the laws under Code § 501(c)(3).7.5 RESTRICTIONS ON POWER.7.5.1 The corporation is empowered to finance all of its operations through all lawfulmeans. However, it is forbidden to engage, except to an insubstantial extent of itsactivities, in any activity which is not permitted to be carried on by a corporation exemptfrom Federal Income Tax under Code § 501(c)(3).7.5.2 No part of the net earnings of the corporation shall inure to the benefit of, or bedistributed to, any member, director or officer of the corporation or any privateindividual, except that reasonable compensation may be paid for services rendered to orfor the corporation in furtherance of one or more of its purposes.7.5.3 No substantial part of the activities of the corporation shall involve the carryingon of propaganda, or otherwise attempting to influence legislation, and the corporationshall not participate in, or intervention in, (including the publishing or distribution ofstatements) any political campaign on behalf of any candidate for public office.7.5.4 Notwithstanding any other provision of these Articles of Incorporation, thecorporation shall not carry on any other activities not permitted to be carried on (a) by acorporation exempt from Code § 501(c)(3), or corresponding section of any future federaltax code, or (b) by a corporation, contributions to which are deductible under § 170(c)(2)of the Code, or corresponding section of any future federal tax code.ARTICLE VIII. DISSOLUTION8.1 DISSOLUTION. This corporation may be dissolved by resolution of a majorityof its Directors.8.2 DISTRIBUTION UPON DISSOLUTION. Upon the voluntary or involuntarydissolution of the corporation, the Directors shall, after paying or making provision for paymentof all of the liabilities of the corporation, dispose of all assets of the corporation exclusively forthe purposes of the corporation in such manner, or to such organization or organizations3EXHIBIT B

organized and operated exclusively for charitable, educational, religious, scientific, or publicwelfare purposes as shall at the time qualify as an exempt organization or organizations underCode § 501(c)(3), as the Board of Directors shall determine.ARTICLE IX. BYLAWS9.1 BYLAWS. The Board of Directors shall have the power to make such Bylaws asit may deem proper for the management of the affairs of the corporation, so long as such Bylawsare consistent with the law and these Articles of Incorporation.ARTICLE X. CHANGE IN ARTICLES OF INCORPORATION10.1 CHANGE IN ARTICLES OF INCORPORATION. The Board of Directors shallhave the right from time to time on the majority vote of the Directors in office to amend, alter,change or repeal any provision contained in these Articles of Incorporation in the manner now orsubsequently prescribed by statute, except that no amendment, alteration, change or repeal shallbe made which shall:(i) Amend, alter, change or repeal the restrictions set forth in Articles 7 and 8,unless the Code is changed so that amending, altering, changing, or repealing suchrestrictions would not disqualify the corporation for federal income tax exemption underSection 501(c)(3) of the Code or as an organization to which contributions are deductibleunder Sections 170, 642, 2055, and 2522 of the Code.(ii) Operate to permit the use, application, or disbursement of any of theprincipal or income of the corporate property for any purpose other than those expresslyprovided for in these Articles of Incorporation, or other than exclusively for the purposesfor which the corporation is organized.(iii) Operate to permit the principal or income of any bequest, devise, grant,gift, or contribution to this corporation to be used contrary to the conditions orrestrictions contained in any such bequest, devise, grant, gift or contribution.ARTICLE XI. INDEMNIFICATION11.1 The corporation shall indemnify, to the fullest extent permitted by applicable lawin effect from time to time, any person, and the estate and personal representative of any suchperson, against all liability and expense (including attorneys’ fees) incurred by reason of the factthat he/she is or was a director, officer or volunteer of the corporation or, while serving as adirector, officer or volunteer of the corporation as a director, officer, employee, fiduciary, oragent of, or in any similar managerial or fiduciary position of, another domestic or foreigncorporation or other individual or entity.11.2 The corporation shall also indemnify any person who is serving or has served thecorporation as a director, officer, employee, fiduciary, or agent, and that person’s estate and4EXHIBIT B

personal representative, to the extent and in the manner provided in any bylaw, resolution of theBoard of Directors, contract, or otherwise, so long as such provision is legally permissible.11.3 The foregoing rights of indemnification shall not be exclusive of other rights towhich he/she may be entitled to under applicable state law.11.4 Any repeal or modification of this Article 11 by the Board of Directors shall notadversely affect any right or protection of any person entitled to indemnification under thisArticle 11 as in effect immediately prior to the repeal or modification, with respect to anyliability that would have accrued, but for this Article 11, prior to the repeal or modificationARTICLE XII. INDIVIDUAL FILING ARTICLES12.1 The name and mailing address of the individual who causes this document to bedelivered for filing, and to whom the Secretary of State may deliver notice if filing of thisdocument is refused, is Andrea E. Welter, 6400 S. Fiddlers Green Circle, Suite 1000, GreenwoodVillage, CO 80111.5EXHIBIT B