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HomeMy WebLinkAboutR96-040 approving articles of incorporation and bylaws for air terminal corporationCommissioner ~ moved adoption of the following Resolution: BOARD OF COUNTY COMMISSIONERS EAGLE COUNTY, COLORADO RESOLUTION NO 96-~ APPROVING THE ARTICLES OF INCORPORATION AND BYLAWS OF EAGLE COUNTY AIR TERMINAL CORPORATION WHEREAS, the Board of County Commissioners has determined that a publicly owned passenger terminal to serve the Eagle County Regional Airport is necessary and desirable; and WHEREAS, the County Attorney has caused to be drafted Articles of Incorporation and Bylaws for a Colorado not-for-profit corporation to develop, maintain and operate such terminal building, which Articles and Bylaws have been presented to this meeting and are attached as Exhibit A. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF EAGLE COUNTY, COLORADO, AS FOLLOWS: Section 1. The Board of County Commissioners hereby approves the Articles of Incorporation and Bylaws of the "Eagle County Air Terminal Corporation" substantially in the form presented to this meeting and directs the County Attorney to incorporate said Corporation with such changes in said Articles and Bylaws as the County Attorney shall recommend. Section 2. The Boazd hereby confirms F. Johnnette Phillips, George A. Gates and James E. Johnson, Jr., as ex officio members of the Boazd of Directors of the Corporation, and James P. Elwood, as an ex officio, non-voting member of the Board of Directors of the Corporation. ~~'.DE - 65064/2 - 0015027 02 :~1OVED, READ AND ADOPTED by the Board of County Commissioners of Eagle County, Colorado, this~~~ day of April, 1996. ATTE T: Clerk to the Bo d ofd County Commissioners o~ " w EAGLE COUNTY, COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: George A. ates, Chairman ~~ 1 Johnnette Phillips, Commissioner es E. Jo , Jr., Co issioner Commissioner -seconded adoption of the foregoing resolution. The roll having been called, the vote was as follows: Commissioner George A. Gates Q,~,t~. Commissioner Johnnette Phillips C~.ctc.-. Commissioner James E. Johnson, Jr. ~ This Resolution passed by - vote of the Board of County Commissioners of Eagle County, Colorado. -2- .'.~ DE - 65064/2 - 001502 02 DRAFT ARTICLES OF [NCORPOR.-~TION OF EAGLE COL~iTY AIR TERMINAL CORPORATION The undersigned adult natural person, acting as incorporator, hereby establishes a nonprofit corporation pursuant to the Colorado Nonprofit Corporation Act and adopts the following articles of incorporation: ARTICLE I Name The name of the Corporation is Eagle County Air Terminal Corporation (the "Corporation") ARTICLE II The Corporation shall have perpetual existence. ARTICLE III p~~~P~ powers Restrictions on Powers (a) The Corporation is organized and shall be operated exclusively on behalf of and for the benefit and in furtherance of the purposes of Eagle County, Colorado and the inhabitants thereof. All moneys realized by the Corporation shall be used exclusively for the acquisition, construction, operation, maintenance and development of property of the Corporation, including, but not limited to, payment of bonds, notes, and other contractual obligations of the Corporation, which property shall be used to provide a passenger terminal and related improvements, equipment and facilities at the Eagle County Regional Airport. With the approval of the Board of County Commissioners of Eagle County, Colorado, the Corporation may undertake such other projects as may be undertaken by a public airport authority pursuant to Section 41-3-101 et seq., Colorado Revised Statutes, as amended. Any such property shall be located ~~-ithin the geographical boundaries of Eagle County, Colorado or have a substantial connection therewith. (b) In furtherance of the foregoing purposes and objectives (but not otherwise) and subject to the restrictions set forth in section (c) of this article, the Corporation shall have and may exercise all of the powers now or hereafter conferred upon nonprofit corporations organized under the laws of Colorado and may do everything necessary or convenient for the DE - esoea~7 - OOIa~51 02 accomplishment of any of its corporate purposes, either alone or in connection ~~ith other organizations. entities or individuals, and either as principal or agent, including but not limited to exercising the power and authority to issue its own bonds, notes or other contractual obligations and to secure the same by a pledge of any property of the Corporation, subject to such limitations as are or may be prescribed by law. If the Corporation shall exercise its authority to issue its own bonds, notes, or other contractual obligations, said bonds, notes or other obligations shall not constitute a direct or indirect debt or financial obligation whatsoever of Eagle County, Colorado or the State of Colorado. (c)(1) No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to any director or officer of the Corporation, or any other private person (except that reasonable compensation may be paid for services rendered to or for the benefit of the Corporation affecting one or more of its purposes), and no director or officer of the Corporation, or any other individual, shall be entitled to share in any distribution of any of the corporate assets on dissolution of the Corporation or otherwise. (2) All property of the Corporation shall be owned (i) for the benefit of Eagle County, Colorado, and (ii) subject to the condition that, upon dissolution of the Corporation, all of the Corporation's assets remaining after payment of or provision for all of its liabilities shall be paid over or transferred to Eagle County, Colorado. This limitation shall not restrict the ability of the Corporation to pledge its property to secure the payment of its obligations. (3) The Corporation at all times shall be one not organized for profit. ARTICLE IV The address of the initial registered office of the Corporation is Eagle County Administration Building, 500 Broadway, Eagle, Colorado 81631. The name of its initial registered agent at such address is James R. Fritze, Esq. ARTICLE V The Corporation shall have no members and all business affairs of the Corporation shall be managed by its board of directors. 2 -ARTICLE VI Board of Directors The affairs of the Corporation shall be managed by a board of directors. The number of directors, their classifications, if any, their terms of office and the manner of their election or appointment shall be determined according to the bylaws of the Corporation from time to time in force. The initial board of directors shall consist of three appointed and ~~oting members and the names and addresses of those persons who are to serve as such directors are as follows: Fames ~~ James E. Johnson Eagle County Administration Building X00 Broadway Eagle, Colorado 8 i 631 F. Johnnette Phillips Eagle County Administration Building X00 Broadway Eagle, Colorado 81631 George A. Gates Eagle County Administration Building 500 Broadway Eagle, Colorado 81631 The Airport Manager of the Eagle County Regional Airport shall be, ex officio, a permanent, non-voting director. The Airport Manager's office is located at 0219 Eldon Wilson, Eagle, Colorado 81631. ARTICLE VII To the fullest extent permitted by the laws of Colorado (as the same now exist or may hereafter be amended or changed), a director of the Corporation shall not be personally liable to the Corporation for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any right or protection of a director of the Corporation under this Article, as in effect immediately prior to such repeal or modification, with respect to any liability that would have accrued, but for this Article, prior to such repeal or modification. 3 ARTICLE VIII t' w The bylaws of the Corporation may contain any provisions for the regulation or management of the affairs of the Corporation that are not inconsistent with law or these articles of incorporation, as these articles may from time to time be amended. However, no bylaw at any time in effect, and no amendment to these articles, shall have the effect of giving any director or officer of the Corporation any proprietary interest in the Corporation's property or assets. whether during the term of the Corporation's existence or as an incident to its dissolution. ARTICLE IX Amendment Any provision of these articles of incorporation and the bylaws of the Corporation may be altered, amended, repealed or adopted only by resolution duly adopted by a majority of the board of directors. ARTICLE X The name and address of the incorporator is James R. Fritze, Esq. 500 Broadway Eagle, Colorado 81631 IN WITNESS WHEREOF, I have signed these Articles of Incorporation this _ day of , 1996. James R. Fritze 4 DE - e506a~1 - JOIS751 02 DRAFT BYLAWS ~~zz~4~ OF EAGLE COUNTY AIR TERMINAL CORPORATION ARTICLE I Office and Agents 1. Business Offices. The principal office of the Corporation shall be located in Eagle County, Colorado. The Corporation may have such other offices, either within or without Colorado, as the board of directors may designate or as the affairs of the Corporation may require from time to time. 2. Registered Office. The registered office of the Corporation required by the Colorado Nonprofit Corporation Act to be maintained in Colorado may be, but need not be, the same as the principal office if in Colorado, and the address of the registered office may be changed from time to time by the board of directors or by the officers of the Corporation. 3. Registered Agent. The Corporation shall maintain a registered agent in the State of Colorado as required by the Colorado Nonprofit Corporation Act. Such registered agent may be changed from time to time as provided by the Colorado Nonprofit Corporation Act. ARTICLE II M m r No members. The Corporation shall have no members. ARTICLE III Board of Directors 1. C}eneral Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, a board of directors, except as otherwise provided by law, the articles of incorporation or these bylaws. 2. Number Tenure and Qualifications. The number of directors of the Corporation shall be [sixJ, consisting of three permanent ex-officio voting directors who shall also be members of the Eagle County Board of County Commissioners (the Board of Commissioners"), [two additional voting members who shall be appointed by the Board of Commissioners] and one permanent ex-officio non-voting director who shall also be the Airport Manager of the Eagle County Regional Airport (the "Airport Manager"). Each director shall be a 'v,DE - 65064/2 - 0014757 Oi natural person of the age of eighteen years or older. A director shall hold office until the director's successor is elected and qualified, or until the director's earlier death, resignation or removal. 3. R m va . With the exception of the Board of Commissioners and the Airport Manager, the directors may be removed at any time, with or without cause, by the Board of Commissioners. Removal shall become effective when the Board of Commissioners provides ~~~ritten notice of the removal to each member of the board of directors and the director being removed. Notice shall be delivered in the manner described in section 3 of article IV of these bylaws. 4. Vacancies. Any director may resign at any time by giving written notice to the president or to the secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring on the board of directors as a result of removal, resignation, death or other reason, may be filled by following the same methodology described in section 1 of this article. 5. Compensation. Directors shall not receive compensation for their services as such, although the reasonable expenses of directors of attendance at board meetings may be paid or reimbursed by the Corporation. Directors shall not be disqualified to receive reasonable compensation for services rendered to or for the benefit of the Corporation in any other capacity. ARTICLE IV Meetings of the Board 1. Place of Meetings. The regular or special meetings of the board of directors shall be held at the principal office of the Corporation or any other place within or without the State of Colorado that a majority of the board of directors may designate from time to time by resolution. 2. Meetings. Meetings of the board of directors may be called at any time by or at the request of the president or by a majority of the members of the board. The board of directors may provide, by resolution, the time and place for holding regular meetings without other notice than such resolution. 3. Notice of Meetings. Notice of special meetings of the board of directors stating the place, date and time of the meeting may be given in person or by telephone, telegraph, teletype, electronically transmitted facsimile or other form of wire or wireless communication, first class, certified or registered mail, private courier or in any other manner permitted by law. If written, notice shall be effective as to such director the earliest of (i) the date received, (ii) five days after deposit in the United States mail (properly addressed and with first class postage prepaid), or (ii) the date shown on the return receipt, if mailed by registered or certified mail, 2 "`DE - 65064Q • 0014757 03 return receipt requested, and the receipt is signed by the addressee. Oral notice is effective when communicated. 4. Waiver of Notice. A director may waive any notice of a meeting required by these bylaws before, at or after the date or time of the meeting stated in the notice. except as provided in the next sentence, any such waiver must be in writing, signed by the director entitled thereto and delivered to the Corporation for filing with the corporate records, but such delivery and filling shall not be conditions to its effectiveness. A director's attendance at or participation in a meeting waives any required notice to such director of the meeting unless, at the beginning of the meeting or promptly upon the director's later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting. 5. Presumption of Assent. A director who is present at a meeting of the board of directors at which action on any corporate matter is taken is deemed to have assented to all action taken at the meeting unless the director (a) objects at the beginning of the meeting, or promptly upon the director's arrival, to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting; (b) contemporaneously requests that his or her dissent or abstention as to any specific action taken be entered in the minutes of the meeting; or (c) causes written notice of such dissent or abstention as to any specific action to be received by the presiding officer of the meeting before adjournment of the meeting or by the Corporation promptly after adjournment of the meeting. The right of dissent or abstention pursuant to this Section as to specific action is not available to a director who votes in favor of the action taken. 6. Ql~orum and Manner of Acting. A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the boazd of directors, and the vote of a majority of the directors present in person at a meeting at which a quorum is present shall be the act of the board of directors. If less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than an announcement at the meeting until a quorum shall be present. No director may vote or act by proxy or power of attorney at any meeting of directors. 7. Committees. By one or more resolutions adopted by a majority of the directors then in office, the board of directors may designate from among its members one or more committees, each of which shall consist of two or more directors and, to the extent provided in the resolution establishing such committee, shall have and may exercise all of the authority of the board of directors, except as prohibited by the Colorado Nonprofit Corporation Act. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Rules governing procedures for meetings of any committee of the board shall be as established by the board of directors, or in the absence thereof, by the committee itself. 3 "'DE - 65064/2 - 0014757 03 8. Meetings b~Telecommunication. Any member of the board of directors or any committee designated by such board of directors may participate in a meeting of the board of directors or committee by means of telephone conference or similar communications equipment, provided that all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting. 9. Action Without a Meetine. Any action required or permitted to be taken at a meeting of the directors or any committee thereof may be taken without a meeting if a consent in writing setting forth the action so taken, shall be signed by all of the directors or committee members entitled to vote with respect to the subject matter thereof. Such consent (which may be signed in counterparts) shall have the same force and effect as a unanimous vote of the directors or committee members taken at a duly-held meeting thereof, and shall be effective when all of the directors have signed the consent, unless the consent specifies a different effective date. ARTICLE V Officers and Agents 1. General. The executive officers of the Corporation shall be elected annually by the board of directors. The officers of the Corporation shall consist of a president, a secretary and a treasurer, or a secretary/treasurer; in addition, one or more vice presidents, a chairman of the board of directors and such other officers, assistant officers, agents and employees that the board of directors may from time to time deem necessary may be elected by the board of directors or be appointed in a manner prescribed by the board. Two or more offices may be held by the same person except that one person shall not at the same time hold the offices of president and secretary. Officers shall hold office until their successors are chosen and have qualified, unless they aze sooner removed from office as provided in these bylaws or until death or resignation. All officers of the Corporation shall be natural persons of the age of eighteen yeazs or older. Officers of the Corporation need not be residents of the State of Colorado or directors of the Corporation. 2, Rlection and Term of Office. The officers of the Corporation shall be elected annually by the boazd of directors at the annual meeting of the board of directors. If the elections of officers are not held at such meeting, such elections shall be held as soon thereafter as practicable. New offices may be created and filled at any meeting of the board of directors. Each officer shall hold office until his or her successor shall have been duly elected and qualified, or until his or her earlier death, removal, resignation or incompetency. 3. Resignation a_nd Removal. Any officer may resign at any time by giving written notice thereof to the boazd of directors, the chairman of the board or the president. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any officer elected or appointed by the boazd of directors may be removed by the board of directors whenever in its judgment the best interest of the Corporation 4 \\DE - 65064/2 -0014757 03 would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Upon the death, removal, resignation or incompetency of an officer, such officer or his or her executor or personal representative shall turn over to the chairman of the board or the president all records, moneys or other property of the Corporation which may be in his or her possession. 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term. 5. Chairman of the Board. The chairman of the board, shall be elected from among the directors and, subject to the direction and supervision of the board of directors, shall: (a) be the chief executive officer of the Corporation; (b) have primary authority with respect to all matters concerning corporate policy; (c) have general and active control of the affairs and business of the Corporation and general supervision of its officers, agents and employees; (d) preside at all meetings of the directors; (e) perform such other duties incident or customary to the office of chief executive officer, except as the same may be from time to time expanded or limited by the board of directors. 6. Pr i .The president shall, subject to the direction and supervision of the board of directors and the chairman of the board: (a) be the chief operating officer of the Corporation and as such supervise the day-to-day operations of the Corporation; (b) in the absence of the chairman of the board, preside at all meetings of the directors unless the board of directors appoints another officer of the board to preside at such meetings; (c) in the event of the chairman of the board's absence, refusal or inability to act or during a vacancy in the office of chairman of the board be the chief executive officer of the Corporation and have and perform the duties of the chairman of the board unless the board of directors appoints another officer of the board to perform any of such powers; and (d) perform all other duties incident or customary to the officer of president and chief operating officer, except as the same may be from time to time expanded or limited by the board of directors or the chairman of the board. 7. Secretary. The secretary shall: (a) see that the minutes of the meetings of the board of directors are kept in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each director which shall be furnished to the secretary by such director; and (e) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president or by the board of directors. 8. Treasurer. The treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such 5 .~~DE - 65064/2 •0014757 03 moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VIII of these Bylaws; and (c) in general, perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the president or by the board of directors. 9. Secretary/Treasurer. In lieu of the separate offices of secretary and treasurer, the board of directors may elect one individual to the position of secretary/treasurer, who shall perform all of the duties and have such powers as are set forth herein for the secretary and the treasurer of the Corporation. 10. Vice Presidents Assistant Secretaries and Assistant Treasurers. Any vice presidents, assistant secretaries and assistant treasurers, in general, shall perform such duties a shall be assigned to them by the president, secretary, treasurer or board of directors. 11. Bon If required by the boazd of directors, any officer or agent of the Corporation shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine. 12. salaries and Loans. Officers, as such, shall not receive any stated salaries for their services, but by resolution of the boazd of directors, expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the boazd of directors. No loans shall be made by the Corporation to any officer of the Corporation. 13. Delegation of Duties. Whenever an officer is absent, or whenever, for any reason, the board of directors may deem it desirable, the board may delegate the powers and duties of an officer to any other officer or officers or to any director or directors. ARTICLE VI Indemnification 1. Right to Indemnification. The Corporation shall indemnify, to the fullest extent permitted by law (including without limitation in circumstances in which, in the absence of this section 1, indemnification would be discretionary under the laws of Colorado or limited or subject to particular standards of conduct under such laws), each of its directors, officers, employees, fiduciaries and agents, whether compensated or volunteer (hereinafter, for purposes of this Article VI individually referred to as a "party"), against all expenses, liabilities and losses (including without limitation expenses of investigation and preparation, fees and disbursements of counsel, accountants and other experts, judgments, fines and amounts paid in settlement) incurred in, relating to or as a result of any action, suit or proceeding (collectively referred to herein as a "proceeding") to which such person may be involved or made a party by reason of serving or having served as a director, officer, employee, fiduciary or agent, whether compensated or volunteer, of the Corporation or, at the request of the Corporation, as a director, officer, manager, member, partner, trustee, employee, fiduciary, functionary or agent of any other 6 ,aDE - 65064/2 - 0014757 Ol Corporation, limited liability company, partnership, joint venture, trust, association, employee benefit plan or other entity or enterprise. 2. Advance of Ex ep nses. In the event of any proceeding in which a party is involved or which may give rise to a right of indemnification under Section 6.1, following written request to the Corporation by the party, the Corporation shall pay to the party, to the fullest extent permitted by law (including without limitation in circumstances in which, in the absence of this section 2, advance of expenses would be discretionary under the laws of Colorado or limited or subject to particular standards of conduct under such laws), amounts to cover expenses incurred by the party in, relating to or as a result of such proceeding in advance of its final disposition. 3. Settlements. The Corporation shall not be liable under this Article for any amounts paid in settlement of any proceeding effected without its written consent. The Corporation shall not settle any proceeding in any manner that would impose any personal penalty or limitation on a party without the party's written consent. Consent to a proposed settlement of any proceeding shall not be unreasonably withheld by either the Corporation or the P~Y• 4. Burden of Proof. If under applicable law the entitlement of a party to be indemnified or advanced expenses pursuant to this Article depends upon whether a standard of conduct has been met, the burden of proof of establishing that the party did not act in accordance with such standard shall rest with the Corporation. A party shall be presumed to have acted in accordance with such standard and to be entitled to indemnification or advance of expenses (as the case may be) unless, based upon a preponderance of the evidence, it shall be determined that the party has not met such standard. Such determination and any evaluation as to the reasonableness of amounts claimed by a party shall be made by the Board of Directors or such other body or persons as may be permitted by law. 5. Nnrificar;nn and Defense of Claim. Promptly after receipt by a party of notice of the commencement of any proceeding, the party shall, if a claim for indemnification in respect thereof may or will be made against the Corporation under this Article, notify the Corporation in writing of the commencement thereof; provided, however, that delay in so notifying the Corporation shall not constitute a waiver or release by the party of any rights under this Article. With respect to any such proceeding: (a) the Corporation shall be entitled to participate therein at its own expense; (b) any counsel representing the party to be indemnified in connection with the defense or settlement thereof shall be counsel mutually agreeable to the party and to the Corporation; and (c) if the Corporation admits that such party would be entitled to indemnification under this Article in connection with such proceeding, the Corporation shall have the right, at its option, to assume and control the defense or settlement thereof, with counsel satisfactory to the party. If the Corporation assumes the defense of the proceeding, the party shall have the right to employ its own counsel, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense of such proceeding shall be at the expense of the party unless (i) the employment of such counsel has been specifically authorized by the Corporation, (ii) the party shall have reasonably concluded that 7 `,\~DE - 65064/2 -0014757 03 there may be a conflict of interest between the Corporation and the party in the conduct of the defense of such proceeding, or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such proceeding. Notwithstanding the foregoing, if an insurance carrier has supplied directors and officers liability insurance covering a proceeding and is entitled to retain counsel for the defense of such proceeding, then the insurance carrier shall retain counsel to conduct the defense of such proceeding unless the party and the Corporation concur in writing that the insurance carrier's doing so is undesirable. 6. Payment Pr cedures: Enforcement. The Corporation shall promptly act upon a party's written request for indemnification or advance of expenses. The right to indemnification and advance of expenses granted by this Article shall be enforceable in any court of competent jurisdiction if the Corporation denies the claim, in whole or in part, or if no disposition of such claim is made within sixty days after the written request for indemnification or advance of expense is made. If successful in whole or in part in such suit, the party's expenses incurred in bringing and prosecuting such claim shall also be paid by the Corporation. 7. Other Payments. The Corporation shall not be liable under this Article to make any payment in connection with any proceeding against or involving a party to the extent the party has otherwise actually received payment (under any insurance policy, agreement or otherwise) of the amounts otherwise indemnifiable hereunder. A party shall repay to the Corporation the amount of any payment the Corporation makes to the party under this Article in connection with any proceeding against or involving the party, to the extent the party has otherwise actually received payment (under any insurance policy, agreement or otherwise) of such amount. In the event of any payment under this Article, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnified party, who shall execute all papers and do everything that may be necessary to assure such rights of subrogation to the Corporation. g, i iability Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, fiduciary or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, manager, member, partner, trustee, employee, fiduciary, functionary or agent of any other corporation, limited liability company, partnership, joint venture, trust, association, employee benefit plan or other entity or enterprise against any liability asserted against and incurred by such person in any such capacity or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article. 9. Other Rights and Re ies. The rights to indemnification and advance of expenses provided by this Article shall be in addition to, and shall not be in limitation of, any other rights a party may have or thereafter acquire under any law, provision of the Articles of Incorporation, any other or further provision of these Bylaws, vote of the directors, agreement or otherwise. 8 \\DE - 65064/2 - 0014757 03 10. A~olicability: Effect. The rights to indemnification and advance of expenses provided by this Article shall be applicable to acts or omissions that occurred prior to the adoption of this Article, shall continue as to any party entitled to indemnification under this Article during the period such party serves in any one or more of the capacities covered by this Article, shall continue thereafter so long as the party may be subject to any possible proceeding by reason of the fact that the party served in any one or more of the capacities covered by this Article, and shall inure to the benefit of the estate and personal representatives of each such person. Any repeal or modification of this Article or of any Section or portion hereof shall not adversely affect any rights or obligations then existing. All right to indemnification under this Article shall be deemed to be provided by a contact between the Corporation and each party covered hereby. 11. ~everability. If any provision of this Article shall be held to be invalid, illegal or unenforceable for any reason whatsoever (a) the validity, legality and enforceability of the remaining provisions of this Article shall not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the remaining provisions of this Article shall be construed so as to give effect to the intent of this Article that each party covered hereby is entitled to the fullest protection permitted by law. ARTICLE VII Miscellaneous 1. Account Books Minutes. Etc. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its board of directors and committees. All books and records of the Corporation may be inspected by any director, or that director's authorized agent or attorney, for any proper purpose at any reasonable time. 2. 1~xternal Audit arnd Operati g Sum_r_r~aries. The Corporation shall obtain an external audit from a certified public accounting firm for each fiscal yeaz and shall file a copy of such audited financial statements with the County no later than 120 days after the end of each fiscal yeaz. The Corporation shall require any project manager of its property to provide quarterly operating summaries for the project including, but not limited to, current and projected revenue, expense and capital expenditure reports. 3. Fiscal Yeaz. The fiscal yeaz of the Corporation shall be the calendar yeaz. 4. .onv~vances and Encumbrances. Property of the Corporation may be assigned, conveyed or encumbered by such officers of the Corporation as may be authorized to do so by resolution of the boazd of directors, and such authorized persons shall have power to execute and deliver any and all instruments of assignment, conveyance and encumbrance; however, the sale, exchange, lease or other disposition of all or substantially all of the property and assets of the Corporation shall be authorized only in the manner prescribed by applicable statute. 9 \\~DE • 65064/2 -0014757 03 ~. Designated Contributions. The Corporation may accept any designated contribution, grant, bequest or devise consistent with its general tax-exempt purposes, as set forth in the articles of incorporation. As so limited, donor-designated contributions will be accepted for special funds, purposes or uses, and such designations generally will be honored. However, the Corporation shall reserve all right, title and interest in and to and control of such contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in connection with any such special fund, purpose or use. Further, the Corporation shall acquire and retain sufficient control over all donated funds (including designated contributions) to assure that such funds will be used to carry out the Corporation's tax-exempt purposes. 6. Conflicts of Interest. If any person who is a director or officer of the Corporation is aware that the Corporation is about to enter into any business transaction directly or indirectly with such person, any member of that person's family, or any entity in which that person has any legal, equitable or fiduciary interest or position, including without limitation as a director, officer, shareholder, partner beneficiary or trustee, such person shall (a) immediately inform those charged with approving the transaction on behalf of the Corporation, of such person's interest or position, (b) aid the persons charged with making the decision by disclosing any material facts within such person's knowledge that bear on the advisability of such transaction from the standpoint of the Corporation, and (c) refrain from voting on the decision to enter into such transaction. This section shall not be deemed to apply, and no conflict of interest shall be deemed to be present, for the sole reason that an officer or director of the Corporation is an officer, director, employee or agent of Eagle County, Colorado or any manager of the Corporation's properties. 7. T,~ans to Directors and Officers. No loans shall be made by the Corporation to any of its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the Corporation for the amount of such loan until it is repaid. g. Amendments. The power to alter, amend or repeal these bylaws and adopt new bylaws shall be vested in the boazd of directors. Amendment to these bylaws which would change the number of members of the boazd of directors or the manner of appointment described in section 1 of Article III shall not be made without first receiving approval of the Boazd of Commissioners and an opinion of counsel to the effect that such amendment will not adversely affect the Corporation's qualification under I.R.S. Revenue Ruling 63-20 or any rule or regulation superseding such ruling. 9. ~o~porate Seal. The corporate seal shall be in such form and shall be approved by resolution of the board of directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. The impression of the seal may be made and attested by either the secretary or assistant secretary for the authentication of contracts or other papers requiring the seal. 10 '~\\DE • 65064/2 -0014757 03 10. SeverabilitY. The invalidity of any provision of these bylaws shall not affect the other provisions hereof, and in such event these bylaws shall be construed in all respects as if such invalid provision were omitted. I, as Secretary of Eagle County Airport Terminal Corporation, hereby certify that the foregoing bylaws were adopted by the board of directors of the Corporation effective , 1996. Secretary 11 ~aDE - 65064/2 - 0014757 O3