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  Article I. Corporate Purpose

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). 

 

  Article II. Offices

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.

 

  Article III. Members

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. 

 

  Article IV. Board of Directors

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.

 

  Article V. Officers

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.

 

  Article VI. Committees

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.

 

  Article VII. Contracts, Checks, Deposits & Gifts

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.

 

  Article VIII. Indemnification

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. 

 

  Article IX. Amendments to Bylaws

The Members may amend these Bylaws at any time to add, change, or delete a provision.

 

  Article X. Conflicts of Interest 

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.

 

  Article XI. Standards of Conduct

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.

 

  Article XII. Miscellaneous

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.