8.10 Other Rights and Remedies: The indemnification provided by this Article VIII 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 Owners or Board of Directors, agreement, or otherwise.

8.12. Applicability Effect: The indemnification provided in this Article VIII shall be applicable to acts or omissions that occurred prior to the adoption of this Article VIII and shall continue as to any party entitled to indemnification under this Article VIII who has ceased to be a Director, Officer, or employee of the Association. The repeal or amendment of this Article VIII or of any Section or provision hereof that would have the effect of limiting, qualifying or restricting any of the powers or rights of indemnification provided or permitted in this Article VIII shall not, solely by reason of such repeal or amendment, eliminate, restrict, or otherwise affect the right or power of the Association to indemnify any person, or affect any rights of indemnification or such person, with respect to any acts or omissions that occurred prior to such repeal or amendment. All rights to indemnification under this Article VIII shall be deemed to be provided by a contract between the Association and each party covered thereby.

8.12 Indemnification of Agents: The Association shall have the right, but shall not be obligated, to indemnify any agent of the Association not otherwise, covered by this Article VIII to the fullest extent permissible by the laws of Colorado. Unless otherwise provided in any separate indemnification arrangement, any such indemnification shall be made only as authorized in the specific case in the manner provided in Section 8.3.

8.13 Savings Clause Limitation: If this Article VIII or any Section or provision hereof shall be invalidated by any court on any ground, or if the Colorado Nonprofit Corporation Act is amended in such a way as to affect this Article VIII, then the Association shall nevertheless indemnify each party otherwise permitted by law or any applicable provision of this Article VIII that shall not have been invalidated.

ARTICLE IX MISCELLANEOUS

9.1 Amendment of Bylaws: The Board of Directors shall not have the power to alter, amend or repeal these Bylaws or to adopt new Bylaws. The Voting Members, at a meeting called for that purpose, shall have the sole power to alter, amend or repeal the Bylaws and to adopt new Bylaws by a majority of votes present at the meeting, if a quorum is present. The Bylaws may contain any provision for the regulation or management of the affairs of the Association not inconsistent with law, the Declaration or the (continued next page)


BCI0513.96


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