VSMC Bylaws
This is how we roll—in legalese.
This is how we roll—in legalese.
Section 1.1 Purposes. Value Stream Management Consortium (“VSMC”) is organized to operate as a Business League, as that term is defined by 26 U.S.C. § 501(c)(6)
(“Section 501(c)(6)”). VSMC may carry on any lawful activity consistent with its Articles of Incorporation, these Bylaws, the Internal Revenue Code, and the Colorado
Revised Nonprofit Corporation Act (the "Act").
Section 1.2 Prohibited Activities. No part of the net earnings of VSMC shall inure to the benefit of, or be distributable to, its Members, Directors, Officers, or other private
persons. However, VSMC shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in
furtherance of the purposes set forth in this Article I. Notwithstanding any other provision of these Bylaws, VSMC shall not carry on any other activities not permitted to
be carried on by a corporation exempt from federal taxation under Section 501(c)(6).
Section 2.1 Business Offices. The principal office of VSMC in the State of Colorado shall be at such location as the Board of Directors shall determine. VSMC may have such
other offices, either within or without the State of Colorado, as the Board of Directors may determine from time to time.
Section 2.2 Registered Office. VSMC shall have and continuously maintain in the State of Colorado a registered office, and a registered agent whose office is identical with
such registered office. The registered office may be, but need not be, identical with VSMC’s principal office in the State of Colorado. The registered agent and the address of
the registered office may be changed from time to time by the Board of Directors.
Section 3.1 Voting Members. VSMC shall have voting members as that term is used in the Act (the “Members”). The Members shall have such voting authority as is
expressly provided in these Bylaws, or as is provided in Resolutions adopted by the Members.
Section 3.2 Founding Members. For purposes of these Bylaws, the Founding Members are: (i) Helen Beal; (ii) Digital ai; (iii) HCL Software; (iv) Plutora; (v) ServiceNow;
and (vi) Tasktop.
Each Founding Member shall be a voting Member and shall be entitled to one vote. Notwithstanding any provision of these Bylaws to the contrary, neither the Members
nor the Directors shall be authorized to alter the status of, limit the rights of, or remove from membership, any Founding Member. A Founding Member may only be removed
by the affirmative vote of a majority of the then-existing Founding Members.
Section 3.3 Non-Voting Members. VSMC may provide for the appointment of non-voting members upon the affirmative vote of the Members. The Members shall determine
the nature and extent of any such non-voting members’ participation in the activities of VSMC.
Section 3.4 Membership Qualifications. Each Member shall be:
(i) a business entity actively engaged in the business of value stream management, or in a business that supports the value stream management industry (a “Corporate Member”);
(ii) an individual, natural person actively engaged in the business of value stream management, or in a business that supports the value stream management industry
(an “Individual Member”); or
(iii) a business entity or an individual natural person identified in these Bylaws as a Founding Member.
Each Member shall execute, and adhere to, the terms and conditions of VSMC’s Membership Agreement; adhere to all other membership policies duly adopted by the
Members; and timely pay those membership dues established by the Board of Directors.
Section 3.5 Member Nomination & Selection. The Incorporator shall appoint the initial Members of VSMC, each of which shall be a Founding Member. Thereafter, Members
shall be nominated according to a process established by the Members, and shall be selected by the affirmative vote of not less than two-thirds of the Members.
Section 3.6 Suspension & Termination of Membership. The Chair of VSMC may summarily suspend a Member for non-payment of dues and may decline to reinstate that
Member until its outstanding dues have been paid in full. A Member may be terminated from Membership for Cause on the affirmative vote of not less than two-thirds
of the Members. For purposes of this Article III, “Cause” shall mean: non-payment of dues; failure to abide by the Membership Agreement or any other policy duly adopted
by the Members or the Directors; failure to actively participate in the operations of VSMC through continued absence from Regular or Special meetings; or engaging in
conduct that the Members reasonably, and in good faith, believe may materially harm VSMC’s reputation. Under no circumstances, however, will the membership of a
Member be terminated in order to create a competitive advantage for the remaining Members.
Section 3.7 Membership Classes. The Members shall be authorized to establish classes of Membership, which may include, without limitation, authority to appoint
representative Directors, authority to nominate candidates for the Board of Directors, and authority to vote for Director candidates, as well as other differences and
distinctions in the privileges and obligations of membership, including, without limitation, differing levels of dues. Nothing in this provision shall, however, permit the
Members, other than the Founding Members, to affect the rights, privileges, and obligations of the Founding Members.
Section 3.8 Membership Dues. Membership dues shall be established by the Board of Directors. Except in extraordinary circumstances the Directors shall not increase those
dues more often than once each year.
Section 3.9 Meetings of the Members.
(i) An Annual Meeting of the Members shall take place in the month of September of each calendar year, or in such other month as determined by a vote of the Members,
at such date, time, and location as is designated by the Chair of the Board. The annual meeting shall be called for the purpose of electing Directors, receiving reports of
VSMC’s activities, setting VSMC’s strategy, and considering such other matters as the Members shall determine. The annual meeting shall be organized such that
Members may participate from remote locations. Notice of the annual meeting shall be made available to Members not less than 30 days, nor more than 60 days, in
advance of the meeting.
(ii) Special meetings of the Members may only be called at the affirmative request of a majority of the Members entitled to vote, or of the Chair of the Board. Notice of a
special meeting shall be made available to Members not less than 10 days, nor more than 20 days, in advance of the meeting.
(iii) Notice of meetings shall be provided to Members by electronic mail, with electronic verification of receipt, directed to the electronic mail address on record with VSMC
for each Member. Any Member may decline to receive Notice of meetings via electronic mail by notifying VSMC in writing, in response to which, VSMC shall provide the
Member Notice via U.S. Mail.
Section 3.10 Quorum. A quorum of the Members shall consist of not less than fifty percent of the Members entitled to vote and must include at least fifty percent of the
then existing Founding Members. A quorum must be present during any Annual or Special Meeting of the Members in order for resolutions and other actions to be adopted
by a vote of the Members.
Section 3.11 Voting. Each voting Member shall be entitled to one vote. Except as provided otherwise in these Bylaws, actions of the Members shall be determined by a simple
majority of the voting Members present at a meeting at which a quorum has been established.
Section 4.1 General Powers. The general financial and operational affairs of VSMC shall be managed by its Board of Directors (The “Board”). The Board shall have all powers
of a board of directors as set forth in the Act, except as expressly provided otherwise in VSMC’s Articles of Incorporation or in these Bylaws. Directors shall be natural persons
and need not be residents of the State of Colorado or of the United States of America.
Section 4.2 Number of Directors.
(i) There shall be not less than nine, nor more than fifteen, Directors at any given time. The total number of Directors shall consist of not more than six Founding Directors,
as defined below.
(ii) Not more than one person affiliated with a single Member shall serve as a Director at any one time.
Section 4.3 Founding Directors. Each Founding Member shall be entitled to appoint one Founding Director, who shall serve at the pleasure of the appointing Founding Member.
Section 4.4 Director Terms. Directors, other than Founding Directors, shall serve two-year terms and may serve up to three consecutive terms.
Section 4.5 Regular Meetings of the Board. The Board shall regularly and periodically meet not less than once each calendar quarter. Each Director shall be provided notice
by electronic mail of the date, time, and location of each Regular Meeting at least 15 days in advance of that meeting. Regular Meetings shall be organized such that
Directors may participate from remote locations.
Section 4.6 Special Meetings of the Board. The Chair of the Board, or a majority of the Directors, may call a Special Meeting of the Board to address specifically identified
issues. Each Director shall be provided notice by electronic mail of the date, time, and location of each Special Meeting at least 15 days in advance of that meeting, which
notice shall identify the specific issues to be addressed during the Special Meeting. Special Meetings shall be organized such that Directors may participate from
remote locations.
Section 4.7 Nomination & Election of Directors. A Nominating Committee of the Board shall be appointed by the Directors and shall be responsible for presenting a slate of
Directors for election, or re-election, to available seats by the Members at each Annual Meeting of the Members. In addition, any Member entitled to vote may nominate a
candidate for election to the Board. Each candidate nominated by the Nominating Committee or by a voting Member must be employed by, retained by, or otherwise
affiliated with a Member in good standing. Directors shall be elected by those Members entitled to vote and present at an Annual Meeting of the Members at which a
quorum has been established. Those candidates with the highest vote totals shall be elected, or re-elected, until all available seats have been filled. In case of a tie between
more candidates than seats remain, the Chair of the Board shall draw names of the tied candidates until the available seats have been filled. Notwithstanding the foregoing,
in no case shall more than one Director affiliated with a single Member be permitted to serve at one time. Should more than one nominee affiliated with a single Member be
elected, only the nominee with the greatest number of votes shall be permitted to serve as a Director. In case of a tie between nominees affiliated with a single Member, the
Member shall select the nominee who will be permitted to serve as a Director.
Section 4.8 Vacancies. Except with respect to a Founding Director, when a vacancy on the Board occurs, the Nominating Committee shall provide the Members a slate
of candidates for election to the vacant seat that includes any candidate nominated by a Member entitled to vote. The Secretary of the Board shall then conduct an election
by electronic mail directed to the Members entitled to vote, providing those Members not less than 15 days’ advance Notice of the election. Any Member may decline to
receive Notice of, or to vote in, a vacancy election via electronic mail by notifying VSMC in writing, in response to which, VSMC shall provide Notice to the Member, and
shall permit the Member to cast a ballot, via U.S. Mail, that is received by VSMC not later than the deadline for electronic voting. The candidate receiving the highest number
of votes shall be elected to the vacant seat for the duration of the prior Director’s term. Notwithstanding the foregoing, a vacancy shall not be filled by a nominee whose
election would result in more than one Director being affiliated with a single Member. Nothing in this provision shall permit the replacement of a Founding Director by other
than a Founding Member.
Section 4.9 Removal. The Board may remove a Director, other than a Founding Director, for Cause only by the affirmative vote of three-quarters of the remaining
Directors. “Cause” shall mean excessive absences from Regular Meetings of the Board or a material violation of VSMC’s Standards of Conduct.
Section 4.10 Quorum. A majority of the number of Directors serving VSMC at the time notice of a meeting of Directors is provided shall constitute a quorum of Directors
for the transaction of business. If less than a majority of the Directors are present, a majority of the Directors present may adjourn and reconvene the meeting from time
to time without further notice.
Section 4.11 Manner of Acting. The vote of a majority of the Directors present at a meeting at which a quorum is present, or by proxy vote under Section 4.12, shall be the act
of the Board of Directors, unless the act of a greater number is required by these Bylaws or by the Act.
Section 4.12 Proxies. For purposes of determining a quorum with respect to a particular proposal, and for purposes of casting a vote for or against a particular proposal, a
Director may be deemed to be present at a meeting and to vote if the Director has granted a signed, written proxy to another Director who is present at the meeting, authorizing
the other Director to cast the vote that is directed to be cast by the written proxy with respect to the particular proposal that is described with reasonable specificity in the proxy.
Such proxy shall be filed with the Secretary of VSMC before or at the time of the meeting.
Section 4.13 Compensation. Directors shall not receive any compensation for their services as such. Nothing in this provision, however, shall prohibit VSMC from reimbursing
a Director’s reasonable expenses incurred as a result of their service as a Director.
Section 4.14 Action Without Meeting. Any action that may be taken at a meeting of Directors 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. This consent shall have the same force and effect as a unanimous vote of the Directors. The consent in writing may be
signed in duplicate originals and on separate signature pages so long as it is signed by all of the Directors. Electronic signatures shall have the same force and effect as
original signatures.
Section 4.15 Telecommunication Meetings. Directors may participate in a meeting by means of telephone or video conference, Internet, e-mail, or similar communication
equipment by which all Directors participating in the meeting can either hear or communicate with each other at the same time and such participation shall constitute
presence at the meeting.
Section 5.1 Officers. The Officers of VSMC ("Officers") shall be one (1) Chair, one (1) Vice-Chair, one (1) Secretary/Treasurer, and such other Officers as may be elected in
accordance with the provisions of this Article. The Board of Directors may elect or appoint such other Officers as it shall deem desirable, including an Executive Director
or Chief Executive Officer, and such Officers shall have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two (2) or more
offices may be held by the same person. With the exception of the Executive Director or Chief Executive Officer, each Officer shall be selected from among the Directors
and may only qualify to serve in office for so long as she or he shall remain a Director.
Section 5.2 Election and Term of Office. With the exception of the Executive Director or Chief Executive Officer, who may be appointed and employed or retained by the
Directors for an indefinite term, the Officers of VSMC shall be elected annually by the Board at its first regular meeting following the Annual Meeting of the Members.
If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as is practicable. New offices may be created and filled by
affirmative vote of the Directors. Each Officer shall hold office until a successor shall have been duly elected and shall have qualified.
Section 5.3 Removal. Any Officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of
VSMC would be served thereby. Nothing in this provision is intended to supersede the terms and provisions of an employment or independent contractor agreement entered
into with an Executive Director or Chief Executive Officer.
Section 5.4 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.
Section 5.5 Chair of the Board. The Chair shall be the principal executive Officer of VSMC and shall in general supervise and control all of the business and affairs of VSMC.
The Chair shall be selected from among the Founding Directors, unless all of the Founding Directors decline to serve. The Chair shall preside at all meetings of the Board and
shall sign any deeds, mortgages, bonds, contracts, or other instruments on behalf of VSMC, except in cases where the signing and execution thereof shall be expressly
delegated by the Board or by these Bylaws or by statute to some other Officer or agent of VSMC; and in general shall perform all duties incident to the office of Chair
and such other duties as may be prescribed by the Board from time to time.
Section 5.6 Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of VSMC; receive and give receipts for moneys due
and payable to VSMC from any source whatsoever, and deposit all such moneys in the name of VSMC in such banks, trust companies, or other depositories as shall be
selected by the Board; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Chair or
by the Board.
Section 5.7 Secretary. The Secretary, or the Secretary’s designee, shall keep the minutes of the meetings of the Members and of the Board in electronic format; see that all
notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of VSMC; and in general perform
all duties incident to the office of the Secretary and such other duties as from time to time may be assigned by the Chair or by the Board.
Section 5.8 Vice-Chair. In the absence of the Chair, or in the event of the Chair’s inability to act, the Vice-Chair may perform the duties of the Chair, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the Chair. The Vice-Chair shall perform such other duties as from time to time may be assigned by the Chair
or by the Board.
Section 5.9 Executive Director or Chief Executive Officer. The Board may, in its discretion, appoint and contract with an Executive Director or Chief Executive Officer. Should
the Board choose to do so, the Executive Director or Chief Executive Officer shall be the chief administrator of VSMC, shall be responsible for the implementation of Board
policies, and shall direct the activities of VSMC to accomplish its purposes. The Executive Director or Chief Executive Director shall not be a Director and need not be affiliated
with a Member.
The Executive Director or Chief Executive Officer shall be subject to supervision and control of the Board of Directors; shall employ all other staff within the limitations
established by a budget adopted by the Board; and shall be responsible for the performance, compensation, and tenure of all members of the staff.
In the absence of an Executive Director or Chief Executive Officer, the Officers shall perform the duties of that office at the direction of the Chair.
Section 6.1 Committees of Directors. The Board of Directors may designate and appoint one or more committees, comprised of Directors, which shall have and exercise
the authority of the Board of Directors as granted in the resolution appointing the committee. No such committee shall have the authority to amend, alter, or repeal
Bylaws; appoint or remove any member of any such committee or any Director or Officer of VSMC; or amend, alter, or repeal any resolution of the Board of Directors.
The appointment of any such committee and the delegation of authority thereto shall not relieve the Board of Directors, or any individual Director, of any responsibility
imposed by law.
Section 6.2 Committee Chair. One member of each committee shall be appointed chair of such committee by the Board of Directors or, if not appointed by the Board of
Directors, by the members of the committee. The Committee Chair shall call, conduct and cause minutes to be prepared for each committee meeting.
Section 6.3 Rules. Each committee may adopt rules for its own government not inconsistent with the Articles of Incorporation, these Bylaws, any rules adopted by the
Board of Directors, or the Act.
Section 6.4 Advisory Committees & Board Advisors. The Board, in its discretion, may designate and appoint one or more advisory committees or individual advisors to the
Board (collectively, "Advisors to the Board"). Any such Advisors to the Board need not be Members or Directors, shall serve in an advisory capacity only, may be appointed
to a Board committee, and shall have no right to vote on Board decisions.
Section 7.1 Contracts. The Board of Directors may authorize any Officer, Director, agent, or agents of VSMC, in addition to the Officers so authorized by these Bylaws, to
enter into any contract or execute and deliver any instrument in the name of and on behalf of VSMC. Such authority may be general or confined to specific instances.
Section 7.2 Checks & Drafts. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of VSMC, shall be signed by
such Officer, Officers, agent, or agents of VSMC, and in such manner, as shall from time to time be determined by resolution of the Board. In the absence of such determination
by the Board, such instruments shall be signed by the Treasurer.
Section 7.3 Deposits. All funds of VSMC shall be deposited from time to time to the credit of VSMC in such banks, or other depositaries, as directed by the Board.
Section 7.4 Gifts. The Board may accept on behalf of VSMC any contribution, gift, bequest or devise for the general purposes, or for any special purpose, of VSMC so long as
that purpose is consistent with the Articles of Incorporation and these Bylaws.
Section 8.1 General Provisions. VSMC shall indemnify any person who was, is, or is threatened to be made a named defendant or respondent in any proceeding, by reason of
the fact that such person is or was a Director or Officer of VSMC, against reasonable expenses (including court costs and attorney's fees), judgments, penalties, fines
(including excise taxes assessed with respect to an employee benefit plan), and amounts paid in settlement by such person in connection with such proceeding if (a) such
person conducted her- or himself in good faith, (b) in cases in which such person was acting in her or his official capacity with VSMC, such person reasonably believed her or his
conduct to be in the best interest of VSMC, or in all other cases, such person reasonably believed that her or his conduct was at least not opposed to the best interests of
VSMC, and (c) with respect to any criminal action or proceeding, such person has no reasonable cause to believe that her or his conduct was unlawful. A Director's or Officer's
conduct with respect to an employee benefit plan for a purpose she or he reasonably believed to be in the interests of the participants in or beneficiaries of the plan shall be
considered conduct that is not opposed to the best interests of VSMC, but a Director's or Officer's conduct with respect to an employee benefit plan for a purpose that she or
he did not reasonably believe to be in the interests of the participants in or beneficiaries of the plan shall not be deemed conduct that the Director or Officer reasonably
believed to be in VSMC's best interests. No person shall be entitled to indemnification under this Section 8.1 in connection with any proceeding charging improper personal
benefit to the Director or Officer, whether or not from an action taken in the person's official capacity, if such person is found liable on the basis that such person improperly
received personal benefit, or in connection with a proceeding brought by or in the right of VSMC in which the person is found liable to VSMC. Indemnification under this
Section 8.1 in any action brought by or in the right of VSMC shall be limited to reasonable expenses actually incurred by the person in connection with any proceeding.
The termination of any proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not of itself be determinative
that the person did not act in good faith or otherwise failed to meet the standard of conduct set forth in this Section 1.
Section 8.2 Successful Defense on the Merits. To the extent that a Director or Officer of VSMC has been wholly successful, on the merits or otherwise, in the defense
of any proceeding in which she or he is a named defendant or respondent because she or he is or was a Director or Officer of VSMC, such person shall be indemnified
against reasonable expenses, including attorneys' fees, incurred by her or him in connection with any such proceeding.
Section 8.3 Determination of Right to Indemnification. Any indemnification under Section 8.1 of this Article VIII (unless ordered by a court) shall be made by VSMC only
as authorized in the specific case upon a determination that indemnification of the Director or Officer is permissible in the circumstances because such person has met
the applicable standard of conduct set forth in Section 8.1. Such determination shall be made by the Board by a majority vote of a quorum of Directors who at the time
of the vote are not, were not, and are not threatened to be made named defendants or respondents in the proceeding, or if such a quorum cannot be obtained, by a
majority vote of a committee of the Board designated by a majority vote of the Board, which vote may include the vote of Directors who at the time of the vote are, were,
or are threatened to be made named defendants or respondents in the proceeding, which committee shall consist of two or more Directors who at the time of the vote are
not, were not, and are not threatened to be made named defendants or respondents in the proceeding. If such a quorum cannot be obtained or such a committee cannot
be established under the preceding sentence, or even if such a quorum is obtained or such committee established, if such quorum or committee directs, such determination
shall be made (i) by independent legal counsel selected by a majority vote of the Board of Directors or the committee in the manner specified in the preceding sentence, or,
(ii) if such a quorum of the full Board cannot be obtained and such a committee cannot be established, by independent legal counsel selected by a majority vote of the
full Board. Authorization of indemnification and evaluation as to the reasonableness of expenses shall be made in the same manner as the determination that indemnification
is permissible, except that, if the determination that indemnification is permissible is made by independent legal counsel, authorization of indemnification and evaluation
as to reasonableness of expenses shall be made by the body that selected said counsel.
Section 8.4 Advance Payment of Expenses; Undertaking to Repay. VSMC shall pay for or reimburse the reasonable expenses incurred by a Director or Officer who is, was,
or is threatened to be made a named defendant or respondent in a proceeding in advance of the final disposition of the proceeding if (a) the Director or Officer furnishes
VSMC a written affirmation of her or his good faith belief that she or he conducted themself in good faith, (b) the Director or Officer furnishes VSMC a written
undertaking, executed personally, or on her or his behalf, to repay the advance if it is determined that she or he did not conduct themself in good faith, which undertaking
shall be an unlimited general obligation of such Director or Officer, but which need not be secured and which may be accepted without reference to financial ability
to make repayment, and (c) a determination is made by the body authorizing indemnification that the facts then known to such body would not preclude indemnification.
Section 8.5 Other Employees and Agents. VSMC may indemnify such other Members, employees, and agents of VSMC to the same extent and in the same manner as is
provided above in Sections 8.1 through 8.4 with respect to Directors and Officers, by adopting a resolution by a majority of the Board specifically identifying by name or
position the employees or agents entitled to such indemnification.
Section 8.6 Insurance. The Board may exercise VSMC's power to purchase and maintain insurance, including but not limited to insurance for legal expenses and costs incurred
in connection with defending any claim, proceeding or lawsuit, on behalf of any person who is or was a Member, Director, Officer, employee, fiduciary, or agent of VSMC or
who, while a Director, Officer, employee, fiduciary, or agent of VSMC, is or was serving at the request of VSMC as a director, officer, employee, fiduciary, or agent of any other
foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise against any liability asserted against her or him, or incurred by
her him, in any such capacity or arising out of her or his status as such, whether or not VSMC would have the power to indemnify her or him against such liability under the
provisions of this Article VIII.
Section 8.7 Definitions. For purposes of this Article VIII, the words "he," "his," and "him," and “she,” “hers,” “her,” and “s/he” are used solely for the sake of simplicity and
are intended to refer equally to individuals of any gender, indefinite gender, or no gender. The term "proceeding" shall mean any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative, whether formal or informal, any appeal in such an action, suit or proceeding, and any
inquiry or investigation that could lead to such an action, suit or proceeding. The term "liability" shall mean the penalty, fine (including an excise tax assessed with respect
to an employee benefit plan), or reasonable expense incurred with respect to a proceeding. The terms “Director or Officer” shall include a person who, while a Director or
Officer of VSMC, is or was serving at the request of VSMC as a Director, Officer, partner, member, employee, or agent of another foreign or domestic Corporation,
partnership, joint venture, trust, other enterprise, or employee benefit plan. For purposes of this Article VIII, a Director or Officer shall be considered to be serving an
employee benefit plan at the request of VSMC if his duties to VSMC also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries
of the plan. When used with respect to a Director, the phrase "official capacity" shall mean the office of Director in VSMC, and, when used with respect to a person other
than a Director, shall mean the office in VSMC held by the Officer or the employment or agency relationship undertaken by the employee or agent on behalf of VSMC,
but in neither case shall include service for any other foreign or domestic corporation or for any partnership, joint venture, trust, employee benefit plan, or other enterprise.
Section 8.8 Non-exclusivity of Article. Nothing in this Article VIII shall limit VSMC's power, to be exercised on a discretionary basis, to reimburse or pay expenses incurred
by a Director or Officer in connection with her or his appearance as a witness in a proceeding at a time when she or he has not been made a named defendant or respondent
in the proceeding. The indemnification provided by this Article VIII shall not be deemed exclusive of any other rights and procedures to which one indemnified may be
entitled under applicable law, the Articles of Incorporation, any bylaw, agreement, vote of members or disinterested Directors, or otherwise, both as to action in such
person's official capacity and any other capacity while holding such office, and shall continue as to a person who has ceased to be a Director or Officer, and shall inure
to the benefit of such person's heirs, executors, and administrators. Notwithstanding any provision of this Article VIII, if the statutes of the state of incorporation of
this Corporation authorize or require indemnification of a Director or Officer to a greater or lesser extent than is provided above in this Article VIII, VSMC shall indemnify
the Directors and Officers to the maximum extent provided in such statutes.
The Members may amend these Bylaws at any time to add, change, or delete a provision.
Section 10.1 Conflicts of Interest Policy. The Board shall adopt, and adhere to, a Conflicts of Interest Policy for VSMC.
Section 10.2 Prohibition Against Loans to Members, Directors, Officers & Employees. VSMC’s Conflicts of Interest Policy shall prohibit VSMC from making loans, in any amount,
to Members, Directors, Officers, or employees of VSMC. That prohibition shall extend to the immediate family members of any Member, Director, Officer, or employee of VSMC.
Section 11.1 General Standards of Conduct. Each Member, Director, and Officer shall discharge their duties to VSMC: (i) in good faith; (ii) with the care an ordinarily prudent
person in a like position would exercise under similar circumstances; and (iii) in a manner the Officer or Director reasonably believes to be in VSMC's best interests.
Section 11.2 Reliance on Information. In discharging her or his duties, a Member, Director, or Officer is entitled to rely on information, opinions, reports, or statements,
including financial statements and other financial data, if prepared or presented by (i) one or more Officers or employees of VSMC whom the Member, Director, or
Officer reasonably believes to be reliable and competent in the matter presented; (ii) legal counsel, a certified public accountant, or another person as to matters the
Director or Officer reasonably believes are within such person's professional or expert competence; or (iii) in the case of a Director, a committee of the Board of which the
Director is not a member if the Director reasonably believes the committee merits confidence. A Member, Director, or Officer is not acting in good faith if the Member, Director
or Officer has knowledge concerning the matter in question that makes reliance otherwise permitted by this Section 11.2 above unwarranted.
Section 11.3 Compliance with Standards of Conduct. A Member, Director, or Officer is not liable to VSMC, in his or her capacity as a Member, Director, or Officer, for any
action taken or omitted to be taken as a Member, Director, or Officer, as the case may be, if, in connection with such act or omission, the Member, Director, or Officer
performed the duties of the position in compliance with this Article XI.
Section 12.1 Governing Law. These Bylaws shall be deemed to be made under and shall be construed in accordance with the laws of the State of Colorado.
Section 12.2 Captions. All Article titles or captions contained in these Bylaws are for convenience only and shall not be deemed part of the context of these Bylaws.
Section 12.3 Construction. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural as the identity of the person
or persons may require.