AMENDED NON-PROFIT BYLAWS

OAK CREEK GRADE VOLUNTEER FIRE DEPARTMENT

Table of Contents

1. PREAMBLE
2. ARTICLE 1 – NAME
3. ARTICLE 2 – PURPOSE
4. ARTICLE 3 – OFFICES
5. ARTICLE 4 – DEDICATION OF ASSETS
6. ARTICLE -5 – MEMBERSHIP AND MEETINGS
7. ARTICLE 6 – BOARD OF DIRECTORS
8. ARTICLE 7 – OFFICERS
9. ARTICLE 8 – ETHICS AND CONFLICTS OF INTEREST
10. ARTICLE 9 – ARTICLES OF INCORPORATION
11. ARTICLE 10 – EXECUTION OF CORPORATE INSTRUMENTS
12. ARTICLE 11 – RECORDS AND REPORTS
13. ARTICLE 12 – FISCAL YEAR
14. ARTICLE 13 – AMENDMENTS AND REVISONS
15. ARTICLE 14 – CORPORATE/ORGANIZATION SEAL
16. ARTICLE 15 – CONSTRUCTION AND DEFINITIONS
17. CERTIFICATE OF SECRETARY

AMENDED NON-PROFIT BYLAWS OF OAK CREEK GRADE VOLUNTEER FIRE DEPARTMENT

AMENDED NON-PROFIT BYLAWS OF OAK CREEK GRADE VOLUNTEER FIRE DEPARTMENT

PREAMBLE

The following Bylaws shall be subject to, and governed by, the Non-Profit Corporation Act of Colorado and the Articles of Incorporation of Oak Creek Grade Volunteer Fire Department. In the event of a direct conflict between the herein contained provisions of these Bylaws and the mandatory provisions of the Non-Profit Corporation Act of Colorado, said Non-Profit Corporation Act shall be the prevailing controlling law. In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation of Corporation/Organization, it shall then be these Bylaws which shall be controlling.

ARTICLE 1 — NAME

The legal name of the Non-Profit Corporation/Organization shall be known as Oak Creek Grade Volunteer Fire Department, and shall herein be referred to as the “Corporation/Organization.”

ARTICLE 2 — PURPOSE

The general purpose and mission statement for which this Corporation/Organization has been established as follows: The purpose of the department shall be that of neighbors helping neighbors in assisting to protect the lives and property of the citizens of the Oak Creek Grade Communities. The department shall assist in any disaster, emergency, or occasion for which it may be properly equipped and for which it is called by the proper authorities, and mutual aid (assistance), when requested, to surrounding communities and fire jurisdictions. Emergency response education shall be presented to the department to the extent that it is practical. The purpose for which the Non-Profit Corporation is formed is set forth in the attached Articles of Incorporation .

ARTICLE 3 — OFFICES

The principal office of the Corporation/Organization shall be located at 86 Piute Circle, Canon City, CO 81212.

The Corporation/Organization may have other such offices as the Board of Directors may determine or deem necessary, or as the affairs of the Corporation/Organization may find a need for from time to time.

ARTICLE 4 — DEDICATION OF ASSETS

The properties and assets of the Corporation/Organization are irrevocably dedicated to and for non-profit purposes only. No part of the net earnings, properties, or assets of this Corporation/Organization, on dissolution or otherwise, shall inure to the benefit of any person or any member, director, or officer of this Corporation/Organization. On liquidation or dissolution, all remaining properties and assets of the Corporation/Organization shall be distributed and paid over to an organization dedicated to non-profit purposes which has established its tax-exempt status pursuant to Section 501(c) of the Code.

ARTICLE — 5 — MEMBERSHIP AND MEETINGS

Membership As community members, services and information will be provided to subscribed residents in the OCGVFD service area. Community members are not authorized to act in an official capacity on behalf of the Department. Due to liability and safety concerns, membership categories for the Department are designated by knowledge and training as described in this section. Active Active members are trained individuals who have met the requirements of FEMA certifications, and additional certifications for the duties performed, and regularly attend meetings and trainings. Active members may not work outside their scope of practice. Auxiliary Auxiliary members are individuals who participate in the Department in a supportive role, such as during emergencies or fund-raising events, under the direction of an Officer or more highly trained member. Regular meetings The membership shall meet regularly on the first Saturday of every month. Additional meetings and/or training sessions may occur at the discretion of the Fire Chief and Assistant Fire Chief. Annual meeting The annual meeting of the membership will be held during the month of December. The specific date shall be determined by the Board of Directors. The purpose of the annual meeting shall be to elect the Board of Directors and for the transaction of such other business as may come before the meeting. The number of individuals present at the meeting shall be considered a quorum.

ARTICLE 6 — BOARD OF DIRECTORS

General Powers and Responsibilities The Corporation/Organization shall be governed by a Board of Directors (the “Board”), which shall have all the rights, powers, privileges and limitations of liability of directors of a non-profit corporation organized under the Non-Profit Corporation Act of Colorado. The Board shall establish policies and directives governing business and programs of the Corporation/Organization and shall delegate to the Officers, subject to the provisions of these Bylaws, authority and responsibility to see that the policies and directives are appropriately followed. Such powers and duties of the Board shall include, but shall not be limited to the following, all of which are to be done on behalf of the Membership: Elect and/or appoint a fire chief and assistant fire chief. Provide leadership and governance of the fire chief and assistant fire chief as necessary. To establish rules, regulations and standard operating guidelines. To approve such costs and expenses as may be necessary to purchase and maintain the equipment and supplies necessary to complete the general purposes of this Corporation/Organization. To authorize the establishment of a bank account. To keep and maintain full and accurate books and records showing all the receipts, donations, expenses and/or disbursements and to allow the examination thereof at any reasonable time by the Membership. To meet at least once every three months. Number and Qualifications The Board shall have up to 9, but no fewer than 5, Board members. The number of Board members may be increased beyond 9 members or decreased to less than 5 members by the affirmative vote of a simple majority of the then serving Board of Directors. A Board member must be a resident of the State of Colorado. The fire chief and assistant fire chief shall be voting members of the Board. Board Compensation The Board shall receive no compensation other than for reasonable expenses. However, provided the compensation structure complies with Sections relating to “Contracts Involving Board

Members and/or Officers” as stipulated under these Bylaws, nothing in these Bylaws shall be construed to preclude any Board member from serving the Corporation/Organization in any other capacity and receiving compensation for services rendered. Selection of Officers Officers shall be selected by the Board members at the board meeting immediately following the annual meeting at which a quorum of at least half of the Board members, plus one, is present. Term of Board To ensure the continuity of the OCGVFD Board of Directors, elected Director terms will be for two (2) years. In alternating years, half of the Director positions for expired terms shall be filled. Vacancies A vacancy on the Board of Directors may exist at the occurrence of the following conditions: a) The death, resignation, or removal of any director; b) The declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by a final order of court, convicted of a felony, found by final order or judgment of any court to have breached a duty pursuant to the Corporation Code and/or Act of the law dealing with the standards of conduct for a director, or has missed 3 consecutive meetings of the Board of Directors, or a total of 3 meetings of the Board during any one calendar year; c) An increase in the authorized number of directors; or d) The failure of the directors, at any annual or other meeting of directors at which director(s) are to be elected, to elect the full authorized number of directors. The Board of Directors, by way of affirmative vote of a majority of the directors then currently in office, may remove any director without cause at any regular or special meeting, provided that the director to be removed has been notified in writing in the manner set forth in Article 5 – Meetings that such action would be considered at the meeting. Except as provided in this paragraph, any director may resign effective upon giving written notice to the President of the Board, the President of Corporation/Organization, the secretary of Corporation/Organization, or the Board of Directors, unless the notice specifies a later time for the effectiveness of the resignation. If the resignation is effective at a future time, a successor may be designated to take office when the resignation becomes effective. Unless the Attorney General of Colorado is first notified, no director may resign when the Corporation/Organization would then be left without a duly elected director in charge of its affairs. Any vacancy on the Board may be filled by vote of a simple majority of the directors then in office, whether or not the number of directors then in office is less than a quorum, or by vote of a sole remaining director. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

A Board member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Resignation Each Board member shall have the right to resign at any time upon written notice thereof to the President of the Board, Secretary of the Board, or the Executive Director. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective. Removal A Board member may be removed, with or without cause, at any duly constituted meeting of the Board, by the affirmative vote of a simple majority of then-serving Board members. Meetings The Board’s regular meetings may be held at such time and place as shall be determined by the Board, but no less than once every three months. The President or any 5 regular Board members may call a special meeting of the Board with 7 days’ written notice provided to each member of the Board. The notice shall be served upon each Board member via hand delivery, regular mail, email, or fax. The person(s) authorized to call such special meetings of the Board may also establish the place the meeting is to be conducted, so long as it is a reasonable place to hold any special meeting of the Board. A Board member may participate in any meeting by means of telephone conference or similar communications. Such participation shall constitute presence of the person at the meeting. Special meetings for specific purposes to be held via email correspondence may be called by any two Board members. The Board shall be provided all pertinent information in the email correspondence; given 5 business days to respond, ask questions, and/or request additional information; and vote accordingly via email. Minutes The Secretary shall be responsible for the recording of all minutes of each and every meeting of the Board in which business shall be transacted in such order as the Board may determine from time to time. However, in the event that the Secretary is unavailable, the President shall appoint an individual to act as Secretary at the meeting. The Secretary, or the individual appointed to act as Secretary, shall prepare the minutes of the meetings, which shall be delivered to the Corporation/Organization to be placed in the minute books. A copy of the minutes shall be delivered to each Board member via either regular mail, hand delivered, emailed, or faxed within 30 business days after the close of each Board meeting. Action by Written Consent Any action required by law to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board, may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all Board members. The number of directors in office

must constitute a quorum for an action taken by unanimous written consent. Such consent shall be placed in the minute book of the Corporation/Organization and shall have the same force and effect as a unanimous vote of the Board taken at an actual meeting. The Board members’ written consent may be executed in multiple counterparts or copies, each of which shall be deemed an original for all purposes. In addition, facsimile signatures and electronic signatures or other electronic “consent click” acknowledgments shall be effective as original signatures. Quorum At each meeting of the Board of Directors, the presence of 5 persons shall constitute a quorum for the transaction of business. If at any time the Board consists of an even number of members and a vote results in a tie, then the vote of the President shall be the deciding vote. The act of the majority of the Board members serving on the Board and present at a meeting in which there is a quorum shall be the act of the Board, unless otherwise provided by the Articles of Incorporation, these Bylaws, or a law specifically requiring otherwise. If a quorum is not present at a meeting, the Board members present may adjourn the meeting from time to time without further notice until a quorum shall be present. However, a Board member shall be considered present at any meeting of the Board if during the meeting he or she is present via telephone or web conferencing with the other Board members participating in the meeting. Voting Each Board member shall only have one vote. No Board member may vote on any business in which they have a personal, professional or business interest. Proxy Board members shall be allowed to vote by written proxy. Board Member Attendance An elected Board Member who is absent from 3 consecutive regular meetings of the Board during a fiscal year shall be encouraged to reevaluate with the President his/her commitment to the Corporation/Organization. The Board may deem a Board member who has missed 3 consecutive meetings without such a reevaluation with the President to have resigned from the Board.

ARTICLE 7 — OFFICERS

Officers and Duties The Board shall elect officers of the Corporation/Organization which shall include a President, a Secretary, a Treasurer, and such other officers as the Board may designate by resolution. The same person may hold any number of offices, except that neither the Secretary nor the Treasurer may serve concurrently as the President. In addition to the duties in accordance with this Article, officers shall conduct all other duties typically pertaining to their offices and other such duties which may be required by law, Articles of Incorporation, or by these bylaws, subject to control of the Board of Directors, and they shall perform any other such additional duties which the Board of Directors may assign to them at their discretion.

The officers will be selected by the Board at its annual meeting, and shall serve the needs of the Board, subject to all the rights, if any, of any officer who may be under a contract of employment. Therefore, without any bias or predisposition to the rights of any officer that may be under any contract of employment, any officer may be removed with or without cause by the Board. All officers have the right to resign at any time by providing notice in writing to the President, and/or Secretary of the Corporation/Organization, without bias or predisposition to all rights, if any, of the Corporation/Organization under any contract to which said officer is a part thereof. All resignations shall become effective upon the date on which the written notice of resignation is received or at any time later as may be specified within the resignation; and unless otherwise indicated within the written notice, a stated acceptance of the resignation shall not be required to make the resignation effective. Any and all vacancies in any office because of death, resignation, disqualification, removal, or for any other cause, shall be filled in accordance to the herein prescribed bylaws for regular appointments to such office. President It shall be the responsibility of the President, in general, to preside over all meeting of the Board, supervise and conduct all activities and operations of the Corporation/Organization, subject to the control, advice and consent of the Board of Directors. The President shall keep the Board of Directors completely informed, shall freely consult with them in relation to all activities of the Corporation/Organization, and shall see that all orders and/or resolutions of the Board are carried out to the effect intended. The Board of Directors may place the President under a contract of employment where appropriate. The President shall be empowered to act, speak for, or otherwise represent the Corporation/Organization between meetings of the Board. The President shall be responsible for the hiring and firing of all personnel, and shall be responsible for keeping the Board informed at all times of staff performance and for implementing any personnel policies which may be adopted and implemented by the Board. The President, at all times, is authorized to contract, receive, deposit, disburse and account for all funds of the Corporation/Organization, to execute in the name of the Corporation/Organization all contracts and other documents authorized either generally or specifically by the Board to be executed by the Corporation/Organization, and to negotiate any and all material business transactions of the Corporation/Organization. Secretary The Secretary, or his/her designee, shall be the custodian of all records and documents of the Corporation/Organization, which are required to be kept at the principal office of the Corporation/Organization, and shall act as secretary at all meetings of the Board of Directors, and shall keep the minutes of all such meetings on file in hard copy or electronic format. S/he shall attend to the giving and serving of all notices of the Corporation/Organization and shall see that the seal of the Corporation/Organization, if any, is affixed to all documents, the execution of which on behalf of the Corporation/Organization under its seal is duly authorized in accordance with the provisions of these bylaws. Treasurer

It shall be the responsibility of the Treasurer to keep and maintain, or cause to be kept and maintained, adequate and accurate accounts of all the properties and business transactions of the Corporation/Organization, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The Treasurer shall be responsible for ensuring the deposit of, or cause to be deposited, all money and other valuables as may be designated by the Board of Directors. Furthermore, the Treasurer shall disburse, or cause to be disbursed, the funds of the Corporation/Organization, as may be ordered by the Board of Directors, and shall render to the President of the Board, and directors, whenever they request it, an account of all the Treasurer’s transactions as treasurer and of the financial condition of the Corporation/Organization. The Treasurer shall give the Corporation/Organization a bond, if so requested and required by the Board of Directors, in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the Treasurer’s office and for restoration to the Corporation/Organization of all its books, papers, vouchers, money and other property of every kind in the Treasurer’s possession or under the Treasurer’s control upon the Treasurer’s death, resignation, retirement, or removal from office. The Corporation/Organization shall pay the cost of such a bond.

ARTICLE 8 — ETHICS AND CONFLICTS OF INTEREST

General A director shall perform all the duties of a director, including, but not limited to, duties as a member of any committee of the Board on which the director may serve, in such a manner as the director deems to be in the best interest of the Corporation/Organization and with such care, including reasonable inquiry, as an ordinary, prudent, and reasonable person in a similar situation may exercise under similar circumstances. In the performance of the duties of a director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: a) One or more officers or employees of the Corporation/Organization whom the director deems to be reliable and competent in the matters presented; b) Counsel, independent accountants, or other persons, as to the matters which the director deems to be within such person’s professional or expert competence; or c) A committee of the Board upon which the director does not serve, as to matters within its designated authority, which committee the director deems to merit confidence,

so long as in any such case the director acts in good faith, after reasonable inquiry when the need may be indicated by the circumstances, and without knowledge that would cause such reliance to be unwarranted. Except as herein provided in Article 8 – Ethics and Conflicts of Interest, any person who performs the duties of a director in accordance with the above shall have no liability based upon any failure or alleged failure to discharge that person’s obligations as a director, including, without limitation of the following, any actions or omissions which exceed or defeat a public or charitable purpose to which the Corporation/Organization, or assets held by it, are dedicated. Loans The Corporation/Organization shall not make any loan of money or property to, or guarantee the obligation of, any director or officer, unless approved by the Colorado Attorney General; provided, however, that the Corporation/Organization may advance money to a director or officer of the Corporation/Organization or any subsidiary for expenses reasonably anticipated to be incurred in the performance of the duties of such officer or director so long as such individual would be entitled to be reimbursed for such expenses absent that advance. Conflict of Interest The purpose of the Conflict of Interest policy is to protect the Corporation/Organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of one of its officers or directors, or that might otherwise result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable corporations/organizations and is not intended as an exclusive statement of responsibilities. Restriction on Interested Directors An interested person is (1) any person currently being compensated, or having been compensated, by the Corporation/Organization for services rendered to it within the previous twelve (12) months; or seeking compensation, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director; and (2) any immediate or extended family. Because the OCGVFD is in a small community located 15 miles from the 2 closest towns, it may be in the best interest of the corporation to contract with Directors for services from time to time. Prior to contracting with any interested director the Board will seek & review alternate bids for these contracted services. No interested director may participate in the review or approval of any contract for which he/she is an applicant. Duty to Disclose In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors who are considering the proposed transaction or arrangement. Establishing a Conflict of Interest After the disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the Board meeting while the potential

conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists. Addressing a Conflict of Interest In the event that the Board should establish that a proposed transaction or arrangement establishes a conflict of interest, the Board shall then proceed with the following actions: a) Any interested person may render a request or report at the Board meeting, but upon completion of said request or report the individual shall be excused while the Board discusses the information and/or material presented and then votes on the transaction or arrangement proposed involving the possible conflict of interest. b) The President of the Board shall, if deemed necessary and appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. c) After exercising due diligence, the Board shall determine whether the Corporation/Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the best interest of the Corporation/Organization, for its own benefit, and whether it is fair and reasonable. It shall make its decision as to whether to enter into the transaction arrangement in conformity with this determination. Violations of Conflict of Interest Policy Should the Board have reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, the Board shall then inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose. If, after hearing the interested person’s explanation, and after making further investigation as may be warranted in consideration of the circumstances, the Board determines the interested person intentionally failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. Procedures and Records All minutes of the Board Meetings, when applicable, shall contain the following information: a) The names of all the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s decision as to whether a conflict of interest in fact existed.

<strong>b)</strong> The names of the persons who were present for discussions and any votes relating to the transaction or arrangement, the content of the discussions, including any alternatives to the proposed transaction or arrangement, and a record of any vote taken in connection with the proceedings. Acknowledgement of Conflict of Interest Policy Each director, principal officer, and member of a committee with Board delegated powers shall be required to sign a statement which affirms that such person: a) Has received a copy of the conflict of interest policy; b) Has read and understands the policy; c) Has agreed to comply with the policy; and d) Understands that the Corporation/Organization is charitable, and in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. Violation of Loyalty – Self-Dealing Contracts A self-dealing contract is any contract or transaction (i) between this Corporation/Organization and one or more of its Directors, or between this Corporation/Organization and any corporation, firm, or association in which one or more of the Directors has a material financial interest (“Interested Director”), or (ii) between this Corporation/Organization and a corporation, firm, or association of which one or more of its directors are Directors of this Corporation/Organization. Said self-dealing shall not be void or voidable because such Director(s) of corporation, firm, or association are parties or because said Director(s) are present at the meeting of the Board of Directors or committee which authorizes, approves or ratifies the self-dealing contract, if: a) All material facts are fully disclosed to or otherwise known by the members of the Board and the self-dealing contract is approved by the Interested Director in good faith (without including the vote of any membership owned by said interested Director(s)); b) All material facts are fully disclosed to or otherwise known by the Board of Directors or committee, and the Board of Directors or committee authorizes, approves, or ratifies the self-dealing contract in good faith—without counting the vote of the interest Director(s) —and the contract is just and reasonable as to the Corporation/Organization at the time it is authorized, approved, or ratified; or c) As to contracts not approved as provided in above sections (a) and/or (b), the person asserting the validity of the self-dealing contract sustains the burden of proving that the contract was just and reasonable as to the Corporation/Organization at the time it was authorized, approved, or ratified.

Interested Director(s) may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof, which authorizes, approves, or ratifies a contract or transaction as provided for and contained in this section. Indemnification To the fullest extent permitted by law, the Corporation/Organization shall indemnify its “agents,” as described by law, including its directors, officers, employees and volunteers, and including persons formerly occupying any such position, and their heirs, executors and administrators, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” and including any action by or in the right of the Corporation/Organization, by reason of the fact that the person is or was a person as described in the Non-Profit Corporation Act. Such right of indemnification shall not be deemed exclusive of any other right to which such persons may be entitled apart from this Article. To the fullest extent permitted by law, and, except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification in defending any “proceeding” shall be advanced by the Corporation/Organization of an undertaking by or on behalf of that person to repay such amount unless it is ultimately determined that the person is entitled to be indemnified by the Corporation/Organization for those expenses. The Corporation/Organization shall have the power to purchase and maintain insurance on behalf of any agent of the Corporation/Organization, to the fullest extent permitted by law, against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, or to give other indemnification to the extent permitted by law.

ARTICLE 9 — ARTICLES OF INCORPORATION

The Corporation/Organization is established within the meaning of IRS Publication 557 Section 501(c)(3) Organization of the Internal Revenue Code of 1986, as amended (the “Code”) or the corresponding section of any future federal tax code and shall be operated exclusively for the protection of our community from fire danger and other emergencies. Attachment A In addition, this Corporation/Organization has been formed for the purpose of performing all things incidental to, or appropriate in, the foregoing specific and primary purposes. However, the Corporation/Organization shall not, except to an insubstantial degree, engage in any activity or the exercise of any powers which are not in furtherance of its primary non-profit purposes. The Corporation/Organization shall hold and may exercise all such powers as may be conferred upon any nonprofit organization by the laws of the State of Colorado and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of the Corporation/Organization. At no time and in no event shall the Corporation/Organization participate in any activities which have not been permitted to be carried out by a Corporation/Organization exempt under Section 501(c) of the Internal Revenue Code of 1986 (the “Code”).

ARTICLE 10 — EXECUTION OF CORPORATE INSTRUMENTS

Execution of Corporate Instruments The Board of Directors may, at its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except when otherwise provided by law, and such execution or signature shall be binding upon the Corporation/Organization. Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the Corporation/Organization, promissory notes, deeds of trust, mortgages, other evidences of indebtedness of the Corporation/Organization, other corporate/organization instruments or documents, memberships in other corporations/organizations, and certificates of shares of stock owned by the Corporation/Organization shall be executed, signed, and/or endorsed by the President, Secretary, Treasurer. All checks and drafts drawn on banks or other depositories on funds to the credit of the Corporation/Organization, or in special accounts of the Corporation/Organization, shall be signed by two of the designated Board Members. Loans and Contracts No loans or advances shall be contracted on behalf of the Corporation/Organization and no note or other evidence of indebtedness shall be issued in its name unless and except as the specific transaction is authorized by the Board of Directors. Without the express and specific authorization of the Board, no officer or other agent of the Corporation/Organization may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation/Organization.

ARTICLE 11 — RECORDS AND REPORTS

Maintenance and Inspection of Articles and Bylaws The Corporation/Organization shall keep at its principal office the original or a copy of its Articles of Incorporation and bylaws as amended to date, which shall be open to inspection by the directors at all reasonable times during office hours. Maintenance and Inspection of Federal Tax Exemption Application and Annual Information Returns The Corporation/Organization shall keep at its principal office a copy of its federal tax exemption application and its annual information returns for three years from their date of filing, which shall be open to public inspection and copying to the extent required by law. Maintenance and Inspection of Other Corporate Records The Corporation/Organization shall keep adequate and correct books and records of accounts and written minutes of the proceedings of the Board and committees of the Board. All such records shall be kept at a place or places as designated by the Board and committees of the Board, or in the absence of such designation, at the principal office of the Corporation/Organization. The minutes shall be kept in written or typed form, and other books and records shall be kept either in

written or typed form or in any form capable of being converted into written, typed, or printed form. Upon leaving office, each officer, employee, or agent of the Corporation/Organization shall turn over to his or her successor or the President of the Board, in good order, such corporate/organization monies, books, records, minutes, lists, documents, contracts or other property of the Corporation/Organization as have been in the custody of such officer, employee, or agent during his or her term of office. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Corporation/Organization and each of its subsidiary corporations/organizations. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts of documents. Preparation of Annual Financial Statements The Corporation/Organization shall prepare annual financial statements using generally accepted accounting principles. Such statements shall be in conformity with generally accepted accounting standards. The Corporation/Organization shall make these financial statements available to the Colorado Attorney General and members of the public for inspection no later than the 15th day of the 5th month after the close of the fiscal year to which the statements relate.

ARTICLE 12 — FISCAL YEAR

The fiscal year for this Corporation/Organization shall end on December 31.

ARTICLE 13 — AMENDMENTS AND REVISONS

These bylaws may be adopted, amended, or repealed by the vote of a simple majority of the directors then in office. Such action is authorized only at a duly called and held meeting of the Board of Directors for which written notice of such meeting, setting forth the proposed bylaw revisions with explanations therefore, is given in accordance with these bylaws. If any provision of these bylaws requires the vote of a larger portion of the Board than is otherwise required by law, that provision may not be altered, amended or repealed by that greater vote.

ARTICLE 14 — CORPORATE/ORGANIZATION SEAL

There is no corporate/organization seal.

ARTICLE 15 — CONSTRUCTION AND DEFINITIONS

Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the Non-Profit Corporation Act as amended from time to time shall govern the construction of these bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term “person” includes a Corporation/Organization as well as a natural person. If any competent court of law shall deem any portion of these bylaws invalid or inoperative, then so far as is reasonable and possible (i)

the remainder of these bylaws shall be considered valid and operative, and (ii) effect shall be given to the intent manifested by the portion deemed invalid or inoperative.

CERTIFICATE OF SECRETARY

I, Linda White, certify that I am the current elected and acting Secretary of the benefit Corporation/Organization, and the above bylaws are the bylaws of this Corporation/Organization as adopted by the Board of Directors on June 1, 2019, and that they have not been amended or modified since the above. EXECUTED on this day of _____12/07/2024________, in the County of Fremont in the State of Colorado. (Duly Elected Secretary)