Laserfiche WebLink
Directors shall have no personal liability to the corpora- <br />tion for monetary damages for breach of fiduciary duty as a <br />director; except that such provision does not eliminate or limit <br />the liability of a director to the corporation for monetary <br />damages for any breach of a director's duty of loyalty to the <br />corporation; acts or omissions not in good faith or which involve <br />intentional misconduct or a knowing violation of the law; acts <br />specified in Section 7-24-111, Colorado Revised Statutes; or any <br />transaction from which the director derived an improper personal <br />benefit. <br />ARTICLE VIII - INTERNAL AFFAIRS <br />Rules and regulations for the internal affairs of the <br />corporation shall be set forth in the bylaws. <br />ARTICLE IX - PROHIBITED ACTIVITIES AND DISTRIBUTION TO <br />QUALIFIED ORGANIZATIONS UPON DISSOLUTION <br />No substantial part of the activities of the corporation <br />shall be the carrying on of propaganda, or otherwise attempting <br />to influence legislation, and the corporation shall not partici- <br />pate in, or intervene in (including the publishing or distribu- <br />tion of statements), any political campaign on behalf of any <br />candidate for public office. <br />Notwithstanding any other provision of these articles, the <br />corporation shall not carry on any other activities not permitted <br />to be carried on (a) by a corporation exempt from federal income <br />tax under Section 501(c)(3) of the Internal Revenue Code of 1986 <br />(or the corresponding provision of any future United States <br />Internal Revenue law), or (b) by a corporation, contributions to <br />which are deductible under Section 170(c)(2) of the Internal <br />Revenue Code of 1986 (or the corresponding provision of any <br />future United States Internal Revenue law. <br />Upon the dissolution or final liquidation of the corpora- <br />tion, the Board of Directors shall, after paying or making <br />provision for the payment of all of the liabilities of the <br />corporation, dispose of all of the assets of the corporation to <br />such organization or organizations organized and operated <br />exclusively for charitable, educational, civic, or scientific <br />purposes, as shall at the time qualify for an exempt organization <br />or organizations under Section 501(c)(3) of the Internal Revenue <br />Code of 1986 (or the corresponding provision of any future United <br />States Internal Revenue law) as the Board of Directors shall <br />determine. Any such assets not so disposed of shall be disposed <br />of by the District Court of the City in which the principal <br />office of the corporation is then located, exclusively for such <br />purposes, or to such organization or organizations, as said court <br />- 3 - <br />