These Bylaws govern the affairs of the Douglas County 4-H Foundation, Inc. (the “Corporation”), a nonprofit Corporation organized under the Colorado Nonprofit Corporation Act. The name of the Corporation, its corporate purpose, and the terms of its existence are set forth in the Articles of Incorporation filed with the Secretary of State of Colorado, as the same may from time to time be amended. These Bylaws are subject to the provisions of the Articles of Incorporation.

Article I • Location of Office

Section 1.01. Registered Office. The registered office of the Corporation in Colorado shall be located at the Douglas County Extension Office, 410 Fairgrounds Road, Castle Rock, Colorado 80104.

Section 1.02. Other Offices. The Corporation may have such other offices within the County of Douglas as the Board of Directors may, in its sole discretion, designate from time to time.

Article II • Board of Directors

Section 2.01. Members. The Corporation shall have no members. All corporate actions shall be approved by the Board of Directors as provided in these Bylaws. All rights which would otherwise rest in the members shall rest in the Directors.

Section 2.02. General Powers. The property, affairs, and business of the Corporation shall be managed by the Directors.

Section 2.03. Property. No Director shall have any right, title, or interest in or to the property of the Corporation.

Section 2.04. Number, Qualification and Term of Office. The number of Directors shall be at least 5 and not more than 19; however, the minimum and maximum number of voting Directors may be increased or decreased to any odd number by an amendment of these Bylaws. Directors shall be at least 18 years of age. Directors shall be elected by vote of the Board of Directors. Each Director shall hold office for a term of either two (2) or four (4) years, or until a successor is elected, or until his or her death, or until resignation, or until he or she is removed in the manner herein provided. Persons, including representatives of banks or trust companies who serve as investment advisors, custodians, or agents for or with respect to funds of or held for the benefit of the Corporation, shall never constitute more than one-half of the Directors of the Corporation.