FIRST AMENDMENT TO

ARTICLES OF INCORPORATION OF

STAPLETON BUSINESS PLAZA CONDOMINIUM ASSOCIATION, INC.

A non-profit corporation

 

WHEREAS, the Stapleton Business Plaza Condominium Association, Inc. (the "Association"), was duly formed on August 29, 2003, and is currently in good standing with the Colorado Secretary of State; and

 

WHEREAS, a meeting of the members of the Association was held on August __, 2010, pursuant to notice duly given, at which time the following amendments to the Articles of Incorporation were adopted by a vote of at least 67.5% of the members present, in person or by proxy;

 

NOW, THEREFORE, the Association does hereby amend the Articles of Incorporation as follows:

 

•  The address of the principal office of the nonprofit corporation is: 4601 Quebec Street, Unit C-1, Denver, Colorado 80216.

•  The name and the business address of the registered agent for service of process for the Association are Philip Sevier, 4601 Quebec Street, Unit C-1, Denver, Colorado 80216

•  New provisions shall be added to the Articles of Incorporation as follows:

8. Indemnification. To the fullest extent permitted by law, the Association shall indemnify any person who was or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action, suit, or proceeding by or in the right of the Association to procure a judgment in its favor) by reason of the fact that he is or was a Member, Manager, employee, or agent of the Association , or is or was serving at the request of the Association as a member, manager, director, shareholder, partner, officer, employee, or agent of another corporation, partnership, limited liability company, joint venture, trust, or other enterprise (" Indemnified Person ") against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Association , and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Association and, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his conduct was unlawful.

9. Member Interests. A Member (regardless of whether such Member is a Director, Officer, or Managing Agent) does not violate a duty or obligation to the Association merely because the Member's conduct furthers the Member's own interest. A Member may lend money to and transact other business with the Association. The rights and obligations of a Member who lends money to or transacts business with the Association are the same as those of a person who is not a Member, subject to other applicable law. No transaction with the Association shall be voidable solely because a Member has a direct or indirect interest in the transaction if either the transaction is fair to the Association or the Manager knowing the material facts of the transaction and the Member's interest, authorize, approve, or ratify the transaction.

 

IN WITNESS WHEREOF, the undersigned, Secretary of the Association, does hereby certify that this First Amendment to the Articles of Incorporation was duly adopted by the Board of Directors on August __, 2010, and by the members of the Association on August____, 2010.

 

 

              ____________________________________

              Secretary