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

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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 <strong>OF</strong> INCORPORATION10.1 CHANGE IN ARTICLES <strong>OF</strong> 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
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DISTRICT COURT, CITY AND COUNTY OF DENVER, COLORADO ...

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