B Y - L AWS

Article I - Name

ARTICLE I - NAME

The name of this corporation is South Routt Economic Development Council, Inc.

ARTICLE II - OFFICE LOCATION

The principal office of the Corporation in the State of Colorado shall be located in Southern Routt County.

The Corporation shall have and continuously maintain in the State of Colorado a resident agent are required by the Colorado Nonprofit Corporation Act. Board of Directors may change the registered agent from time to time.

ARTICLE II - OFFICE LOCATION

The principal office of the Corporation in the State of Colorado shall be located in Southern Routt County

The Corporation shall have and continuously maintain in the State of Colorado a resident agent are required by the Colorado Nonprofit Corporation Act. Board of Directors may change the registered agent from time to time.

ARTICLE III - MEMBERSHIP

Section 1. Membership Eligibility. Individuals or an organization may become a member of this Corporation by appointment of the Board of Directors. The Corporation shall at all times maintain a membership of which at least 75% either reside, own real property, or do business in Routt County

The membership shall be representative of the community and shall include participation by the local governments, private lending institutions, community organizations, and business organizations.

Section 2. Voting Rights. Each member shall be entitled to cast one vote at any election of Directors or Officers of the Corporation, Articles of Incorporation or by-law changes. Members shall have no other voting rights and there shall be no cumulative voting rights.

Section 3. Roll of Members. The Secretary of the Corporation shall maintain a list, to the best of his or her ability, of all members.

Section 4. Transfer of Membership. Membership in the Corporation is not transferable or assignable.

ARTICLE IV - MEETING OF MEMBERS

Section 1. Annual Meeting. An annual meeting of the members shall be held on the second Monday in the January in each year, beginning in 1990, at a time and place to be determined by the Board of Directors, for the purpose of electing directors and officers and for the purpose of electing directors and officers and for the transaction of such business as may come before the meeting.

Section 2. Special Meetings. Special meetings of the members may be called by the President, by a majority of the Board of Directors or by written petition signed by not less than 20% of the members as authorized to vote by the by-laws.

Section 3. Members. All members are encouraged to attend regular meetings of the Board of Directors.

ARTICLE V - BOARD OF DIRECTORS

Section 1. Number, Tenure and Qualifications. The business and affairs of the Corporation shall be managed by a Board of Directors. There shall be seven (7) members of the Board of Directors. All members of the Board of Directors shall be elected by the general membership at the annual meeting. These directors shall hold office for a term of one year or until his or her successor shall have been elected or qualified. The initial seven Board of Directors will be elected at a special meeting of the Corporation membership to be held no later than March 1989.

Section 2. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times as determined by the Board.

Section 3. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of any of the Board of Directors.

Section 4. Notice. Notice of any special meeting shall be given at least two (2) days previously thereto by written notice delivered personally or mailed by registered mail to each Director at his or her business address, or by telegram. Such notice shall contain a list of items to be discussed at the special meeting.

Section 5. Quorum. A majority of the non-vacant seats of the Board of Directors shall constitute a quorum for the transaction of business at any scheduled meeting of the Board of Directors.

Section 6. Compensation. Directors shall not receive any stated salaries for their services. This Section 6 shall not be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

Section 7. Vacancies. Any vacancy occurring in the Board of Directors because of death, resignation or otherwise shall be filled by the Board of Directors at a meeting at which a quorum is present.

Section 8. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. No Director shall be represented by proxy.

Section 9. Powers. All the Corporation powers, except otherwise provided for in these by-laws and in the law of the State of Colorado, shall be and are hereby vested in and shall be exercised by the Board of Directors. The Board of Directors may be general resolution delegate to committees, or to administrators of the Corporation, such powers as they may see fit.

Section 10. Removal. Any Director may be removed by a majority vote of the entire Board at any regular or special meeting of the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby

ARTICLE VI - OFFICERS

Section 1. Officers. The Officers of the Corporation shall be a President, a First Vice President, and other Vice Presidents, as may be determined from time to time by the Board of Directors, a Secretary, and a Treasurer. These officers shall constitute the Executive Committee.

Section 2. Election and Term of Office. The Officers of the Corporation shall be elected annually by the members. No officer shall serve more than two (2) consecutive terms in any one office.

Section 3. Removal. Any Officer elected or appointed by the members of Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to contract rights, if any, of the Officers so removed.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, of the term.

Section 5. President. The President shall preside at all meetings of the members and of the Board of Directors. He/She shall be the Chief Executive Officer of the Corporation and shall have the general supervision, direction, and active management of the property, affairs, and business of the Corporation, subject to the Board of Directors. He/She shall see that all orders and resolutions of the Board of Directors are carried into effect. He/She shall submit a complete and detailed report of the Corporation for the fiscal year and of its financial conditions to the Board of Directors at the first regular meeting in each year and to the members at their annual meeting and shall from time to time report to the Board of Directors all matters within his/her knowledge which the interests of the Corporation may require to be brought to its notice. He/She shall perform such additional duties as may be prescribed from time to tome by the Board of Directors or by the by-laws.

Section 6. Vice President. The First Vice President shall discharge the duties of the President in the event of his/her absence or disability for any cause whatever. All Vice Presidents shall perform such additional duties as may be prescribed from time to time by the Board of Directors or as may be prescribed from time to time by the by-laws.

Section 7. Secretary. The Secretary shall sign all certificates of stock and attest all bonds, deeds, leases, or conveyances executed by the Corporation and shall keep a correct and complete record of all proceedings of the Corporation, and shall safely and systematically keep all books, records, and papers belonging to the Corporation or in anywise pertaining to the business thereof. He/She shall attend to the giving and serving of all notices of meetings of the Board of Directors and Members. If the Board of Directors shall so require, He/She shall give bond in each sum and with such surety as the Board of Directors for the safe custody of the funds and property coming into his/her possession. He/She shall perform such additional duties as may be prescribed from time to time by the Board of Directors or as may be prescribed from time to time by the by-laws.

Section 8. Treasurer. He/She shall keep account of all moneys, credits and property of the Corporation which shall come into his/her hands and shall keep an accurate account of all moneys received and disbursed. He/She shall have the custody of all of the funds and securities of the Corporation. Whenever necessary He/She shall endorse on behalf of the Corporation all checks, notes, or other obligations and evidence of payment of money payable to the Corporation or coming into his/her possession, in such banks as may be selected as the depositories of the Corporation or property care for them is such other manner as the Board of Directors may direct. He/She shall sign checks and other instruments drawn on or payable out of the funds of the Corporation, whenever required by the Board of Directors to do so. He/She shall at all times exhibit a true and complete statement of his/her cash account and of the securities and other funds in his/her custody and control and shall at all reasonable times within times within business hours exhibit his/her books and accounts to any Director. If the Board of Directors shall so require, He/She shall give bond in each sum and with such surety as the Board of Directors may direct for the faithful performance of his/her duties and for the safe custody of the funds and property coming into his/her possession. He/She shall perform such additional duties as may be prescribed from time to time by the Board of Directors or as may be prescribed from time to time by the by-laws.

Section 9. Delegation of Duties. In case of the absence or inability to act of any officers of the Corporation, the Board of Directors may delegate for the time being the duties of such Officer to any other Officer or to any Director, except that the offices and/or powers of the President and the Secretary/Treasurer shall not be held or exercised by one person at the same time.

Section 10. Execution of Documents. All contracts, lease, notes, commercial paper, and other instruments in writing and legal documents shall be signed by the President. All bonds, deeds, and mortgages shall be signed by the President and the Secretary.

ARTICLE VII - CONTRACTS, CHECKS, DEPOSITS AND LOANS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these by-laws, 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 confined to specific instances.

Section 2. Checks, Drafts, Etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall require two of the following signatures: Treasurer, President, or First Vice President.

Section 3. Deposits. All funds of the Corporation shall de 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 device for the general purposes or for any special purposes of the Corporation.

Section 5. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 6. Proxies with Respect to Securities of Other Corporation. The Board of Directors, may from time to time appoint an attorney or attorneys, or an agent or agents, to exercise in the name and on behalf of the Corporation the powers and rights which the Corporation may have as the holder of stock or other securities in any corporation to vote or to consent with respect to such stock or other securities; and the Board of Directors may instruct the person or persons so appointed as to the manner of exercising such powers and rights and the Board of Directors may execute or cause to be executed in the name and on behalf of the Corporation and under its Corporate Seal, or otherwise, all such written instruments as He/She may deem necessary in order that the Corporation may exercise such powers and rights.

ARTICLE VIII - BOOKS, RECORDS AND ACCOUNTS

The Corporation shall keep at its principal office correct and complete books and records of account which shall at all time show the financial condition of the Corporation and shall also keep minutes of the proceedings of its members, Board of Directors and Executive Committee. All books and records of the Corporation may be inspected by any member, or his/her agent of attorney, for any proper purpose at any reasonable time. An Annual financial audit of the Corporation shall be conducted by an independent Certified Public Accountant, if the Board of Directors, by resolution, requests one.

ARTICLE IX - FISCAL YEAR

The fiscal year of the Corporation shall be from January 1 to December 31.

ARTICLE X - INDEMNIFICATION

Section 1. In General. The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any proceedings (other than an action by or in the right of the Corporation to procure a judgment in its favor: by reason of the fact that He/She is or was an agent of the Corporation, against expenses, judgment, fines, settlements and other amounts actually and reasonably incurred by him/her in connection with such proceeding if He/She acted in good faith and in a manner He/She reasonably believed to be in or not opposed to the best interests of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe his /her conduct was unlawful. The termination of any proceeding by judgment, order, conviction or upon a plea of nolo contenders or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in s manner which He/She reasonable believed to be in or not opposed to the best interest of the Corporation or, with respect to a criminal proceeding, had reasonable cause to believe that his/her conduct was with respect to a criminal proceeding, had reasonable cause to believe that his/her conduct was unlawful.

Section 2. Actions by or in the Right of the Corporation. The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed actions by or in the rights of the Corporation to procure a judgment in favor by reason of the fact that such person is or was an agent of the Corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith and in a manner He/She reasonable believed to be in or not opposed to the best interest of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter at to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his/her duty to the Corporation, unless and only to the extent that the Court in which such proceeding is or was pending shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case such person is fairly and reasonably entitled to indemnity for the expenses which such Court shall deem proper.

Section 3. Definitions of Agent, Proceeding and Expense. For purpose of the Article X, “agent” means any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation, or is was serving at the request of the Corporation as a director, officer, employee or agent for another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the Corporation of another enterprise at the request of such predecessor corporation, “proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and “expenses”: include, include, without limitation, attorneys fees and any expenses of establishing a right to indemnification under this Article X.

Section 4. Required Indemnity. To the extent that an agent of the Corporation has been successful on the merits or otherwise in defense of any proceedings referred to in Sections I and 2 of the Article X or in defense of any claim, issue or matter therein, the agent shall be indemnified against his/her expenses actually and reasonably incurred in connection therewith.

Section 5. Authorization of Indemnity. Any indemnification under Section I of this Article X, unless ordered by a Court, shall be made by the Corporation only as authorization in the specific case upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section I. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors who are not parties to such proceedings; or (b) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion; or (c) by the members. Any indemnification under Section 2 must be ordered by a Court .

Section 6. Advance Indemnification. Expenses incurred in defending any proceeding may be paid by the Corporation in advance of the final disposition of such proceedings if authorized by the Board of Directors in the manner specified in Section 5 of this Article X, upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall ultimately be determined that he/she is entitled to be indemnified as authorized in the Article X.

Section 7. Not Exclusive of Other Rights. The indemnification provided by Article X shall continue as to a person who has ceased to be an agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained in this Article X shall affect any rights to indemnification which agents other than directors and officers may be entitled by contract or otherwise under law.

Section 8. Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any agent in any such capacity or arising out of the agent’s status as such, provided, that no indemnification shall be made under any policy of insurance for any act which could not be indemnified by the Corporation under this Article X.

ARTICLE XI - GRANTS

Upon achieving tax-exempt status, the Board Members will pursue government and/or private foundation’s grant funds.

ARTICLE XII - DISSOLUTION OF CORPORATION

Upon dissolution of the Economic Development Council, all funds and assets of this corporation shall be allotted to a local non-profit organization or educational facility to be determined by the active Board of Directors at that time.

ARTICLE XIII - AMENDMENTS

These by-laws may be altered, amended or repealed at any meeting of the membership upon receiving the affirmative vote of a majority of those members in attendance.

CERTIFICATE

I hereby certify, that the foregoing by-laws, consisting of ____ pages including this page, constitute the by-laws of the South Routt Economic Development Council, Inc. adopted by the Board of Directors as of the ____ day of _______ , 20 ____.