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05-12-2014 Kayak Crossing 2014 Affordable Housing BoardsGaya rossing Eaglebend Dowd Affordable Housing Corporation Conflict of Interest CONFLICTING INTEREST TRANSACTIONS STATEMENT OF ACKNOWLEDGMENT am a director and officer of Eaglebend Dowd Affordable Housing Corporation (the "Corporation "). I hereby acknowledge: a. I have received a copy of the bylaws of the Corporation, b. I have read and understand Section 6.5 Conflicting Interest Transactions, c. I agree to comply with the Bylaws of the Corporation, and d. I understand the Corporation is not for profit and in order to maintain its status must engage in activities not inconsistent with its governing documents. Date: Signature: Disclosure of Existing or Potdryfid,Conflicts (state N/A if none; attach additional pages if necessary): 1. 2. 3. 9 BYLAWS .m EAGLEBEND AFFORDABLE HOUSING CORPORATION TABLE OF CONTENTS Paee ARTICLE I. OFFICES Section1.1 Business Offices .................................................................................................. ............................... I Section1.2 Registered Office ................................................................................................ ............................... I ARTICLE II. MEMBERS Section2.1 No Members ........................................................................................................ ............................... 1 ARTICLE III. BOARD OF DIRECTORS Section3.1 General Powers ................................................................................................... ............................... 1 Section 3.2 Number, Election, Tenure and Qualifications .................................................... ............................... Section3.3 Vacancies ............................................................................................................ ............................... 2 Section3.4 Regular Meetings ................................................................................................ ............................... 2 Section3.5 Special meetings ................................................................................................. ........................:...... 2 Section3.6 Not ice .................................................................................................................. ............................... 2 Section3.7 Presumption of Assent ........................................................................................ ............................... 2 Section3.8 Quorum and Voting ............................................................................................ ............................... 3 Section3.9 Compensation ..................................................................................................... ............................... 3 Section 3.10 Executive and Other Committees ........................................................................ ............................... 3 Section3.11 Meetings by Telephone ....................................................................................... ............................... 3 Section3.12 Action Without a Meeting ................................................................................... ............................... 3 ARTICLE IV. OFFICERS AND AGENTS Section 4.1 Number and Qualifications ................................................................................. ............................... 4 Section 4.2 Election and Term of Office ................................................................................ ............................... 4 Section4.3 Compensation ..................................................................................................... ............................... 4 Section4.4 Removal .............................................................................................................. ............................... 4 Section4.5 Vacancies ............................................................................................................ ............................... 4 Section 4.6 Authority and Duties of Officers ......................................................................... ............................... 4 Section4.7 Surety Bonds ....................................................................................................... ............................... 5 ARTICLE V. INDEMNIFICATION Section5.1 Definitions ........................................................................................................... ............................... 6 Section5.2 Right to Indemnification ..................................................................................... ............................... 7 Section 5.3 Prior Authorization Required .............................................................................. ............................... 8 Section 5.4 Success on Merits or Otherwise .......................................................................... ............................... 8 Section 5.5 Advancement of Expenses .................................................................................. ............................... 8 Section5.6 Payment Procedures ............................................................................................ ............................... 8 Section5.7 Insurance ............................................................................................................. ............................... 9 Section 5.8 Right to Impose Conditions to Indemnification .................................................. ............................... 9 Section5.9 Other Rights and Remedies ................................................................................. ............................... 9 Section5.10 Applicability; Effect ............................................................................................ ............................... 9 Section 5. 11 Indemnification of Agents ................................................................................... ............................... 10 Section 5.12 Savings Clause; Limitation ................................................................................. ............................... 10 ARTICLE VI. MISCELLANEOUS Section 6.1 Account Books, Minutes, Etc .............................................................................. ............................... 10 Section6.2 Fiscal Year .......................................................................................................... ............................... 10 Section 6.3 Conveyances and Encumbrances ........................................................................ ............................... 10 Section 6.4 Designated Contributions .................................................................................... ............................... I l Section 6.5 Conflicts of Interest ............................................................................................. ............................... 1 I Section 6.6 Loans to Directors and Officers Prohibited ......................................................... ............................... 12 Section 63 References to Internal Revenue Code ................................................................. ............................... 12 Section6.8 Amendments ....................................................................................................... ............................... 12 Section6.9 Severabil ity ......................................................................................................... ............................... 12 -1- BYLAWS 1119 EAGLEBEND AFFORDABLE HOUSING CORPORATION ARTICLE I. OFFICES Section 1.1 Business Offices. The principal office of the corporation shall be located in Avon, Colorado. The corporation may have such other offices, either within or outside Colorado, as the board of directors may designate or as the affairs of the corporation may require from time to time. Section 1.2 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. ARTICLE II. MEMBERS Section 2.1 No Members. The corporation shall have no members. ARTICLE III. BOARD OF DIRECTORS Section 3.1 General Powers. The business and affairs of the corporation shall be managed by its board of directors, except as otherwise provided in the Colorado Nonprofit Corporation Act, the articles of incorporation or these bylaws. Section 3.2 Number. Election, Tenure and Qualifications. The number of directors of the corporation shall be from three to seven, as determined by the board of directors from time to time. Directors shall be elected or reelected by the board of directors at each annual meeting, and each director shall hold office until the next annual meeting of the board of directors and thereafter until the director's successor shall have been elected and qualified, or until the director's earlier death, resignation or removal. Directors must be at least eighteen years old but need not be residents of Colorado. Any director may be removed at any time, with or without cause, by a vote of three - fourths of the other directors then in office. (Amended 10/17/97) Section 3.3 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 snake it effective. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of such director's predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office, and a director so chosen shall hold office until the next election of directors and thereafter until the director's successor shall have been elected and qualified, or until the director's earlier death, resignation or removal. Section 3.4 Regular Meetings. A regular annual meeting of the board of directors shall be held during the month of April at the time and place, either within or outside Colorado, determined by the board, for the purpose of electing directors and officers and for the transaction of such other business as may come before the meeting. The board of directors may provide by resolution the time and place, either within or outside Colorado, for the holding of additional regular meetings. Section 3.5 Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board of directors may fix any place as the place, either within or outside Colorado, for holding any special meeting of the board called by them. Section 3.6 Notice. Notice of each meeting of the board of directors stating the place, day and hour of the meeting shall be given to each director at the director's business address at least five days prior thereto by the mailing of written notice by first class, certified or registered mail, or at feast two days prior thereto by personal delivery of written notice or by telephonic, telegraphic, telex or facsimile notice (and the method of notice need not be the same as to each director). If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage thereon prepaid. If telegraphed, such notice shall be deemed to be given when the telegram is delivered to the telegraph company. If transmitted by telex or facsimile, such notice shall be deemed to be given when the transmission is completed. Any director may waive notice of any meeting before, at or after such meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the board of directors need be specified in the notice or waiver of notice of such meeting unless otherwise required by statute. Section 3.7 Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken -2- shall be presumed to have assented to the action taken unless such director's dissent shall be entered in the minutes of the meeting or unless the director shall file a written dissent to such action with the person acting as the secretary 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 director who voted in favor of such action. Section 3.8 Quorum and Voting. A majority of the directors shall constitute a quoruun for the transaction of business at any meeting of the board 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 directors may vote or act by proxy at any meeting of directors. Section 3.9 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. Section 3.10 Executive and Other 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 an executive committee and one or more other committees, each of wluch, 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 statute. 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. Section 3.11 Meetings by Telephone. Members of the board of directors or any committee thereof may participate in a meeting of the board or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting. Section 3.12 Action Without a Meeting. 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. -3- ARTICLE IV. OFFICERS AND AGENTS Section 4.1 Number and Qualifications. The elected officers of the corporation shall be a president, one or more vice - presidents, a secretary and a treasurer. The board of directors may also appoint such other officers, assistant officers and agents, including an executive director, a controller, assistant secretaries and assistant treasurers, as it may consider necessary. One person may hold more than one office at a time, except that no person may simultaneously hold the offices of president and secretary. Officers need not be directors of the corporation. All officers must be at least eighteen years old. Section 4.2 Election and Term of Office. The elected officers of the corporation shall be elected by the board of directors at each regular annual meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon as convenient thereafter. Each officer shall hold office until the officer's successor shall have been duly elected and shall have qualified, or until the officer's earlier death, resignation or removal. Section 4.3 Compensation. The compensation of the officers, if any, shall be as fixed from time to time by the board of directors, and no officer shall be prevented from receiving a salary by reason of the fact that such officer is also a director of the corporation. Section 4.4 Removal. Any officer or agent may be removed by the board of directors 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 in itself create contract rights. Section 4.5 Vacancies. Any officer may resign at any time, subject to any rights or obligations under any existing contracts between the officer and the corporation, by giving written notice to the president or to the board of directors. An officer's resignation shall take effect at the time specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. A vacancy in any office, however occurring, may be filled by the board of directors for the unexpired portion of the term. Section 4.6 Authority and Duties of Officers. The officers of the corporation shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the president, the board of directors or these bylaws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law. (a) Presi n . 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 orders H and 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 the president by the board of directors. (b) Vice - Presidents. The vice - president or vice - presidents 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 (or if there is more than one, then the vice - president designated by the board of directors, or if there be no such designation, then the vice - presidents in order of their election) 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 of 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 custodian of the corporate records and of the seal of the corporation; and (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 the secretary by the president or by the board of directors. Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary. (d) Treasurer. The treasurer shall (i) be the principal 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 and acquittances for moneys paid in on account of the corporation, and pay out of the funds on hand all bills, payrolls and other just debts of the corporation of whatever nature upon maturity; (iii) nless 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 the 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; and (v) perform all other duties incident to the office of treasurer and such other duties as from time to time may be assigned to the treasurer by the president or the board of directors. Assistant treasurers, if any, shall have the same powers and duties, subject to supervision by the treasurer. Section 4.7 Surety Bonds. The board of directors may require any officer or agent of the corporation to execute to the corporation a bond in such sums and with such sureties as shall be satisfactory to the board, conditioned upon the faithful performance of such person's duties and or the restoration to the corporation of all books, papers, vouchers, money and other property of whatever kind in such person's possession or under such person's control belonging to the corporation. -5- ARTICLE V. INDEMNIFICATION Section 5.1 Definitions. For purposes of this Article V, the following terms shall have the meanings set forth below: (a) "Corporation" means the corporation and, in addition to the resulting or surviving corporation, any domestic or foreign predecessor entity of the corporation in a merger, consolidation or other transaction in which the predecessor's existence ceased upon consummation of the transaction. (b) "Expenses" means the actual and reasonable expenses, including attorneys' fees, incurred by a party in connection with a proceeding. (c) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax benefit plan) or expense incurred with respect to a proceeding. (d) "Official capacity" when used with respect to a director of the corporation means the office of director in the corporation, and when used with respect to a person in a capacity other than as a director (even if such person is also a director) means the office in the corporation held by the officer or the employment relationship undertaken by the employee on behalf of the corporation in the performance of his or her duties in his or her capacity as such officer or employee. "Official capacity" does not include service for any other foreign or domestic corporation or for any partnership, joint venture, trust, other enterprise or employee benefit plan when acting directly on behalf of such other corporation, partnership, joint venhtre, trust, enterprise or plan as a director, officer, employee, fiduciary or agent thereof. (e) Ti*" means any person who was, is, or is threatened to be made, • named defendant or respondent in a proceeding by reason of the fact that such person is or was • director, officer or employee of the corporation, and any person who, while a director, officer or employee of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary or agent of any other foreign or domestic corporation or of any partnership, joint venture, trust, other enterprise or employee benefit plan. A party shall be considered to be serving an employee benefit plan at the corporation's request if such party's duties to the corporation also impose duties on or otherwise involve services by such party to the plan or to participants in or beneficiaries of the plan. (f) "Proceeding" eedina" means any threatened, pending or completed action, suit or proceeding, or any appeal therein, whether civil, criminal, administrative, arbitrative or investigative (including an action by the corporation) and whether formal or informal. -6- Section 5.2 Rieht to Indemnification. (a) Standards of Conduct. Except as provided in Section 5.2(d) below, the corporation shall indemnify any party to a proceeding against liability incurred in or as a result of the proceeding if (i) such party conducted himself or herself in good faith, (ii) such party reasonably believed (A) in the case of a director acting in his or her official capacity, that his or her conduct was in the corporation's best interests, or (B) in all other cases, that such party's conduct was at least not opposed to the corporation's best interests, and (iii) in the case of any criminal proceeding, such party had no reasonable cause to believe his or her conduct was unlawful. For purposes of determining the applicable standard of conduct under this Section 5.2, any party acting in his or her official capacity who is also a director of the corporation shall be held to the standard of conduct set forth in Section 5.2(a)(ii)(A), even if such party is sued solely in a capacity other than as such director. (b) Employee Benefit Plans. A party's conduct with respect to an employee benefit plan for a purpose such party reasonably believed to be in the interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirements of Section 5.2(a)(ii)(B). A party's conduct with respect to an employee benefit plan for a purpose that such party did not reasonably believe to be in the interests of the participants in or beneficiaries of the plan shall be deemed not to satisfy the requirements of Section 5.2(a)(i). (c) ettl m n . The termination of any proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, is not of itself determinative that the party did not meet the applicable standard of conduct set forth in Section 5.2(a). (d) Indemnification Prohibited. Except as hereinafter set forth in this Section 5.2(d), the corporation may not indemnify a party under this Section 5.2(d), the corporation may not indemnify a party under this Section 5.2 either (i) in connection with a proceeding by the corporation in which the party is or has been adjudged liable for gross negligence or willful misconduct in the performance of the party's duty to the corporation, (ii) in connection with any proceeding charging improper personal benefit to the party, whether or not involving action in the party's official capacity, in which the party was adjudged liable on the basis that personal benefit was improperly received by the party (even if the corporation was not thereby damaged). Notwithstanding the foregoing, the corporation shall indemnify any such party if and to the extent required by the court conducting the proceeding, or any other court of competent jurisdiction to which the party has applied, if it is determined by such court, upon application by the party, that despite the adjudication of liability in the circumstances in clauses (i) and (ii) of this Section 5.2(d) or whether or not the party met the applicable standard of conduct set forth in Section 5.2(a), and in view of all relevant circumstances, the party is fairly and reasonably entitled to indemnification for such expenses as the court deems proper in accordance with the Colorado Nonprofit Corporation Code. -7- (e) Claims by Corporation. Indemnification permitted under this Section 5.2 in comnection with a proceeding by the corporation shall be limited to expenses incurred in connection with the proceeding. (f) Combined Proceedings. If any claim made by the corporation against a party is joined with any other claim against such party in a single proceeding, the claim by the corporation (and all expenses related thereto) shall nevertheless be deemed the subject of a separate and distinct proceeding for purposes of this Article. Section 5.3 Prior Authorization Required. Any indemnification under Section 5.2 (unless ordered by a court) shall be made by the corporation only if authorized in the specific case after a determination has been made that the party is eligible for indemnification in the circurnstances because the party has met the applicable standard of conduct set forth in Section 5.2(a) and after an evaluation has been made as to the reasonableness of the expenses. Any such determination, evaluation and authorization shall be made by the board of directors by a majority vote of a quorum of such board, which quorum shall consist of directors not parties to the subject proceeding, or by such other person or body as permitted by law. Section 5.4 Success on Merits or Otherwise. Notwithstanding any other provision of this Article V, the corporation shall indemnify a party to the extent such party has been successful, on the merits or otherwise, including without limitation, dismissal without prejudice or settlement without admission of liability, in defense of any proceeding to which the party was a party against expenses incurred by such party in connection therewith. Section 5.5 Advancement of Expenses. The corporation shall pay for or reimburse the expenses, or a portion thereof, incurred by a party in advance of the final disposition of the proceeding if (a) the party furnishes the corporation a written affirmation of such party's good -faith belief that he or she has met the standard of conduct described in Section 5.2(a)(i); (b) the party furnishes the corporation a written undertaking, executed personally or on behalf of such party, to repay the advance if it is ultimately determined that the party did not meet such standard of conduct; and (c) authorization of payment and a determination that the facts then known to those making the determination would not preclude indemnification under this Article have been made in the manner provided in Section 5.3. The undertaking required by clause (b) must be an unlimited general obligation of the party, but need not be secured and may be accepted without reference to financial ability to make repayment. Section 5.6 Payment Procedures. The corporation shall promptly act upon any request for indemnification, which request must be in writing and accompanied by the order of court or other reasonably satisfactory evidence documenting disposition of the proceeding in the case of indemnification under Section 5.4 and by the written affirmation and undertaking to repay as required by Section 5.5 in the case of indemnification under such Section. The right to indemnification and advances 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 ninety days after written request for indemnification is made. A -8- party's expenses incurred in connection with successfiilly establishing such party's right to indennification, in whole or in part, in any such proceeding shall also be paid by the corporation. Section 5.7 Insurance. By action of the board of directors, notwithstanding any interest of the directors in such action, the corporation may purchase and maintain insurance in such amounts as the board of directors deems appropriate to protect itself and any person who is or was a director, officer, employee, fiduciary or agent of the corporation, or who, while a director, officer, employee, fiduciary or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary or agent of any other foreign or domestic corporation or of any partnership, joint venture, trust, other enterprise or employee benefit plan against any liability asserted against or 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 applicable provisions of law or this Article. Any such insurance may be procured from any insurance company designated by the board of directors, whether such insurance company is formed under the laws of Colorado or any other jurisdiction, including any insurance company in which the corporation has an equity or any other interest, through stock ownership or otherwise. The corporation may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such stuns as may become necessary to effect indemnification as provided herein. Section 5.8 Right to Impose conditions to Indemnification. The corporation shall have the right to impose, as conditions to any indemnification provided or permitted in this Article, such reasonable requirements and conditions as may appear appropriate to the board of directors in each specific case and circumstances, including but not limited to any one or more of the following: (a) that any counsel representing the party to be indemnified in connection with the defense or settlement of any proceeding shall be counsel mutually agreeable to the party and to the corporation; (b) that the corporation shall have the right, at its option, to assume and control the defense or settlement of any claim or proceeding made, initiated or threatened against the party to be indemnified; and (c) that the corporation shall be subrogated, to the extent of any payments made by way of indemnification, to all of the indemnified party's right of recovery, and that the party to be indemnified shall execute all writings and do everything necessary to assure such rights of subrogation to the corporation. Section 5.9 Other Rights and Remedies. Except as limited by law, the indemnification provided by this Article shall be in addition to any other rights which a party may have or hereafter acquire under any law, provision of the articles of incorporation, any other or further provision of these bylaws, vote of the board of directors, agreement, or otherwise. Section 5.10 Applicability; Effect. The indemnification provided in 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 who has ceased to be a director, officer or employee of the corporation or, at the request of the corporation, was serving as and has since ceased to be a director, officer, partner, trustee, employee, fiduciary or agent of any other domestic or foreign corporation, or of any partnership, joint venture, trust, other lE enterprise or employee benefit plan, and shall inure to the benefit of the estate and personal representatives of each such person. The repeal or amendment of this Article or of any Section or provision hereof that would have the effect of limiting, qualifying or restricting any of the powers or rights of indenuufication provided or permitted in this Article shall not, solely by reason of such repeal or amendment, eliminate, restrict or otherwise affect the right or power of the corporation to indemnify any person, or affect any right of indemnification of such person, with respect to any acts or omissions that occurred prior to such repeal or amendment. All rights to indemnification under this Article shall be deemed to be provided by a contract between the corporation and each party covered hereby. Section 5.11 Indemnification of Agents. The corporation shall have the right, but shall not be obligated, to indemnify any agent of the corporation not otherwise covered by this Article to the fullest extent permissible by the laws of Colorado. Unless otherwise provided in any separate indemnification arrangement, any such indernification shall be made only as authorized in the specific case in the manner provided in Section 5.3. Section 5.12 Savings Clause, Limitations. If this Article or any Section or provision hereof shall be invalidated by any court on any ground, then the corporation shall nevertheless indemnify each party otherwise entitled to indemnification hereunder to the fullest extent permitted by law or any applicable provision of this Article that shall not have been invalidated. Notwithstanding any other provision of these bylaws, the corporation shall neither indemnify any person nor purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with the qualification of the corporation as an organization described in section 501(c)(3) of the Internal Revenue Code, or that would result in the imposition of any liability under section 4941 of the Internal Revenue Code. ARTICLE VI. MISCELLANEOUS Section 6.1 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. Section 6.2 Fiscal Year. The fiscal year of the corporation shall be as established by the board of directors. Section 6.3 Conveyances 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 the board 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, -10- 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. Section 6.4 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. Section 6.5. Conflicting Interest Transactions. (1) As used in this section, "Conflicting Interest Transaction" means a contract, transaction, or other financial relationship between the corporation and a director of the corporation, or between the corporation and a party related to a director or between the corporation and an entity in which a director of the corporation is a director or officer or has a financial interest. (2) No loans shall be made by the corporation to 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 the repayment thereof. (3) No Conflicting Interest Transaction shall be void or voidable or be enjoined, set aside, or give rise to an award of damages or other sanctions in a proceeding in the right of the corporation, solely because the Conflicting Interest Transaction involves a director of the corporation or a party related to a director or an entity in which a director of the corporation is a director or officer or has a financial interest or solely because the director is present at or participates in the meeting of the corporation's board of directors or of the committee of the board of directors that authorizes, approves, or ratifies the Conflicting Interest Transaction or solely because the director's vote is counted for such purpose if. (a) The material facts as to the director's relationship or interest and as to the Conflicting Interest Transaction are disclosed or are known to the board of directors or the committee, and the board of directors or committee in good faith authorizes, approves, or ratifies the Conflicting Interest Transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or (b) The Conflicting Interest Transaction is fair as to the corporation. (4) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes, approves, or ratifies the Conflicting Interest Transaction. -11- (S) For purposes of this section, a party related to a director shall mean a spouse, a descendent, an ancestor, a sibling, the spouse or descendent of a sibling, an estate or trust in which the director or a party related to a director has a beneficial interest, or an entity in which a party related to a director is a director, officer, or has a financial interest. (Amended 10/17/97) Section 6.6 Loans to Directors and Officers Prohibited. 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. Section 6.7 References to Internal Revenue Code. All references in these bylaws to provisions of the Internal Revenue Code are to the provisions of the Internal Revenue Code of 1986, as amended, and to the corresponding provisions of any subsequent federal tax laws. Section 6.8 Amendments. The power to alter, amend or repeal these bylaws and adopt new bylaws shall be vested in the board of directors. Section 6.9 Severabili1y. 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. The undersigned hereby certifies that the foregoing Bylaws of EagleBend Affordable Housing Corporation are in frill force and effect' of November 20, 1997 A� A. Q i _ 1v [SEAL] -A -D /Secret -12-