AMENDED AND RESTATED BYLAWS

OF

WILDCAT RIDGE ATHLETIC ASSOCIATION, INC.,

A COLORADO NONPROFIT CORPORATION

 

ARTICLE I: OFFICES

1.1 PRINCIPAL OFFICE. The principal office of the Corporation in the State of Colorado shall be located at 18 Wilcox St, Castle Rock, CO  80104, with a mailing address of the same. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, designate, or as the business of the Corporation may require, from time to time. 

1.2 REGISTERED OFFICE. The registered office of the Corporation, required by the Colorado Revised Nonprofit Corporation Act to be maintained in the State of Colorado, may be, but need not be, identical with the principal office of the Corporation in the State of Colorado, and the address of the registered office may be changed from time to time by the Board of Directors. 

ARTICLE II: MEMBERS

2.1 MEMBERS. The Corporation shall not have voting Members. 

ARTICLE III: BOARD OF DIRECTORS

3.1 NUMBER, ELECTION, TERM OF OFFICE, AND QUALIFICATIONS. 

A. NUMBER OF DIRECTORS. The number of Directors of this Corporation shall be in the range of 3 and 10. The number of Directors may be fixed or changed from time to time within the range by the Board of Directors. 

B. ELECTION BY MAJORITY. Except as may otherwise be provided herein, or in the Articles of Incorporation, the Board of Directors of the Corporation shall be elected by a majority of the votes cast at a meeting of the Board of Directors held for that purpose. 

C. TERM. Each Director shall hold office for a two-year term until the Annual meeting of the Board of Directors two years after his or her election and/or until his or her successor is elected and qualified, or until his or her death, resignation, or removal, whichever shall occur first. 

D. QUALIFICATIONS. Director shall be natural persons of the age of eighteen years or older and residents of the State of Colorado. Residents of Wildcat Ridge that desire to be a Director shall be elected as a Director before any nonresident of Wildcat Ridge is elected as a Director.  A minimum of 50 percent of Directors must be residents of Wildcat Ridge. 

3.2 DUTIES AND POWERS. The Board of Directors shall be responsible for the control and management of the affairs, property, and interests of the Corporation and may exercise all powers of the Corporation, except as are limited in the Articles of Incorporation and/or by statute. 

3.3 PERFORMANCE. A: Director of the Corporation shall perform his or her duties as a Director, including his or her duties as a member of any committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his or her duties, 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 persons and groups listed in Paragraphs (A), (B), and (C) of this Section; but he or she shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who so performs his or her duties shall not have any liability by reason of being or having been a Director of the Corporation. Those persons and groups on whose information, opinions, reports, and statements a Director is entitled to rely are: 

A. One or more officers or employees of the Corporation who the Director reasonably believes to be reliable and competent in the matters presented; 

B. Counsel, public accountants, or other persons as to matters which the Director reasonably believes to be within such person's professional or expert competence; or 

C. A committee of the Board upon which he or she does not serve, duly designated in accordance with the provisions of the Articles of Incorporation or these Bylaws, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence. 

3.4 MEETINGS. An annual meeting of the Board of Directors shall be required. The annual meeting of the Board of Directors shall be held within the first five (5) months of each calendar year, for the purpose of electing Officers and transacting such other business as may properly come before the meeting. The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof. Special meetings of the Board of Directors shall be held whenever called by the President or by one of the Directors, at such time and place as may be specified in the respective notice or waivers of notice thereof. 

3.5 ACTION WITIIOUT A MEETING. Any action required or permitted to be taken at a Board of Directors' meeting may be taken without a meeting if all Directors consent to such action in writing. Action taken under this section has the same effect as action taken at a meeting of Directors and may be described as such in any document. Consent minutes created under this Article may be signed in counter-parts and/or electronically. 

3.6 MEETINGS BY TELECOMMUNICATION. Any or all of the Directors may participate in a meeting by or through use of any means of communication by which all persons participating in the meeting may hear each other during the meeting. A Director participating in a meeting by this means shall be deemed to be present in person at the meeting. 

3.7 NOTICE OF SPECIAL MEETING. The President or Secretary shall give or cause to be given notice of the time, place, and purpose of holding each special meeting by mailing, emailing, or hand delivering such notice at least three (3) days prior to such meeting to each Director at the respective addresses of said Directors as they appear on the records of the Corporation. The notice shall indicate briefly the business to be transacted at or the purpose of the meeting. 

3.8 WAIVER OF NOTICE. Any Director may at any time waive any notice required to be given under these Bylaws, or by statute or otherwise. The presence of the Director in person or by proxy at any meeting of the Board of Directors shall be deemed such a waiver. 

3.9 QUORUM. The presence, either in person or by proxy, of at least a majority of the eligible votes of the Board of Directors shall constitute a quorum of the Board of Directors for all purposes unless the representation of a larger group shall be required by law, the Articles or these Bylaws, and in that event, representation of the number so required shall constitute a quorum. 

3.10 CHAIRMAN. At all meetings of the Board of Directors, the Chairman of the Board, if any and if present, shall preside. If there is no Chairman, or if he or she is absent, then the President shall preside, and in his or her absence, a Chairman chosen by the Directors shall preside. 

3.11 MANNER OF ACTION. At all meetings of the Board of Directors, each Director present shall have one vote. Except as otherwise provided by statute, by the Articles of Incorporation, or by these Bylaws, the action of a majority of the Directors present at any meeting in which a quorum is present shall be the act of the Board of Directors. Any action authorized in writing by all of the Directors entitled to vote thereon and filed with the Minutes of the Corporation shall be the act of the Board of Directors, with the same force and effect as if it had been taken by unanimous vote at a duly called meeting of the Board. 

3.12 RESIGNATION. Any Director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective. 

3.13 REMOVAL. Any Director may be removed, with or without cause, at any time by the unanimous vote of the other Directors, at a special meeting of the Directors called for that purpose, in the manner provided for and in accordance with the Colorado Revised Nonprofit Corporation Act. 

3.14 VACANCIES. Any vacancy on the Board of Directors may be filled by the affirmative vote of a majority of the remaining members. A Director appointed to fill a vacancy shall be appointed for the unexpired term of his predecessor in office. 

3.15 COMPENSATION. Directors shall not receive any stated salaries for their services but by resolution of the Board, expenses of attendance may be allowed for attendance at each annual, regular or special meeting of the Board. 

3.16 PRESUMPTION OF ASSENT. A Director who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such Director objects at the beginning of such meeting to the holding of the meeting or to the transacting of business at the meeting, unless his or her dissent is entered in the minutes of the meeting or unless he shall file his or her written dissent to such action with the presiding officer of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a member who voted in favor of such action. 

3.17 COMMITTEES. The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time create from among its members a committee, any of which shall have such authority in the management. 

ARTICLE IV: OFFICERS

4.1 NUMBER, DESIGNATION, AND QUALIFICATIONS. 

A. NUMBER AND DESIGNATION. The officers of the Corporation shall be a President, Vice President, a Secretary, a Treasurer, and such other officers, including a Chairman of the Board of Directors and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any two or more offices may be held by the same person. 

B. QUALIFICATIONS. The officers of the Corporation shall be natural persons of the age of eighteen or older. 

C. SUBORDINATE OFFICERS. The Board of Directors may appoint such other subordinate officers to hold office for such periods of time, have such authority and perform such duties as may be considered desirable, and the Board of Directors may delegate to any officer the power to appoint any such subordinate officers. 

4.2 ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be elected by a majority vote of the Board of Directors at their annual meeting. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as possible. Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his or her election and until his or her successor shall have been elected and qualified, or until his or her death, resignation, or removal. 

43 RESIGNATION. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective. 

4.4 REMOVAL. Any officer, or other agent, of the Corporation may be removed by the Board of Directors with or without cause and a successor elected by the Board whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. 

4.5 VACANCIES. A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may at any time be filled for the unexpired portion of the term by the Board of Directors. 

4.6 DUTIES. The officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may be set forth in these Bylaws, or may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Corporation. 

A. PRESIDENT. The President shall, subject to the direction and supervision of the Board of Directors: (i) be the chief executive officer of the corporation and have general and active control of its affairs and business and general supervision of its officers, agents, and employees; (ii) preside at all meetings of the Board of Directors; (iii) see that all resolutions of the Board of Directors are carried into effect; and (iv) perform all other duties incident to the office of President and as from time to time may be assigned to such office by the Board of Directors. 

B. VICE PRESIDENT. The Vice President shall assist the President and shall perform such duties as may be assigned to them by the President or by the Board of Directors. The Vice President shall, at the request of the President, or in the President's absence or inability or refusal to act, perform the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions on the President. 

C. SECRETARY. The Secretary shall (i) keep the minutes of the proceedings of the Board of Directors and any committees of the Board; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) be the custodian of the corporate records and of the seal of the corporation; (iv) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to such office by the President or the Board of Directors. 

D. TREASURER. The treasurer shall (i) be the chief financial officer of the corporation and have the care and custody of all its funds, securities, evidences of indebtedness and other personal property and deposit the same in accordance with the instructions of the Board of Directors; (ii) receive and give receipts for moneys paid in on account of the corporation, and payout of the funds on hand all bills and other just debts of the corporation of whatever nature upon maturity; (iii) unless there is a controller, be the principal accounting officer of the corporation and as such prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all local, state and federal tax returns and related documents, prescribe and maintain an adequate system of internal audit, and prepare and furnish to the President and Board of Directors statements of account showing the financial position of the corporation and the results of its operations; (iv) upon request of the Board, make such reports to it as may be required at any time; (v) perform all other duties incident to the office of Treasurer and such other duties as from time to time may be assigned to such office by the President or the Board of Directors. 

4.7 COMPENSATION. The officers may be paid a salary as determined by the Board of Directors from time to time. 

4.8 BOND. In case the Board of Directors shall so require, any officer, employee, or agent of the Corporation shall execute to the Corporation a bond in such and with such surety or sureties as the Board of Directors may direct; conditioned upon the faithful performance of his or her duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds, or securities of the Corporation which may come into his or her hands. 

ARTICLE V: FIDUCIARY MATTERS

5.1 INDEMNIFICATION AND SCOPE. The corporation shall indemnify each Director and officer of the corporation to the fullest extent permissible under the laws of the state of Colorado, and may in its discretion purchase insurance insuring its obligations hereunder or otherwise protecting the persons intended to be protected by this Section 5.1. The corporation shall have the right, but shall not be obligated, to indemnify any volunteer or agent of the corporation not otherwise covered by this Section 5.1 to the fullest extent permissible under the laws of the state of Colorado. 

ARTICLE VI: RECORDS OF THE CORPORATION 

6.1 MINUTES, ETC. The corporation shall keep as permanent records minutes of all meetings of the Board of Directors, a record of all actions taken by the Board of Directors without a meeting, a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the corporation, and a record of all waivers of notices of meetings of Board of Directors or any committee of the Board of Directors. 

6.2 ACCOUNTING RECORDS. The corporation shall maintain appropriate accounting records. 

6.3 RECORDS IN WRITTEN FORM. The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. 

6.4 RECORDS MAINTAINED AT PRINCIPAL OFFICE. The corporation shall keep a copy of each of the following records at its principal office: 

a. The articles of incorporation; 

b. These Bylaws; 

c. A list of the names and business addresses of the current Directors and Officers;

d. All other documents or records required to be maintained by the corporation at its principal office under applicable law or regulation. 

 

ARTICLE VII: AMENDMENT OF BYLAWS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the Board of Directors present at any meeting of the Board of the Corporation at which a quorum is present. 

ARTICLE VIII: MISCELLANEOUS

8.1 FISCAL YEAR. The fiscal year of the Corporation is the calendar year, but may be amended by the Board of Directors from time to time, subject to applicable law. 

8.2 CORPORATE SEAL. The Corporate Seal shall be circular in form and shall have inscribed thereon the name of the Corporation, the State of incorporation, the word "Seal," and any other markings required by law. 

8.3 WAIVER OF NOTICE. Whenever any notice is required to be given under the provisions of these Bylaws, or under the provisions of the Articles of Incorporation, or under the Colorado Revised Nonprofit Corporation Act, or otherwise; a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the event or other circumstance requiring such notice, shall be deemed equivalent to the giving of such notice. 

8.4 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.                          _