RESTATED

BY-LAWS

 OF

ADAPTIVE SPORTS ASSOCIATION

These are the By-laws of Adaptive Sports Association, a Colorado Nonprofit Corporation (the "Corporation").

ARTICLE I - OFFICES

The principal office of the Corporation shall be located in the County of La Plata, State of Colorado.  The Corporation may have such other offices, either within or without the State of Colorado as the Board of Directors may designate.

ARTICLE II - MEMBERS

1.   MEMBERSHIPS

There shall be two classes of membership - Voting and Honorary.  To be a Voting Member, one shall purchase a membership for the then current membership period by paying the annual dues fixed from time to time by the Board of Directors.  The Board of Directors may, from time to time, designate "Honorary Members" of the Corporation on such terms and conditions as the Board may determine.  An Honorary Member shall not be a Voting Member solely because of his/her/its designation as an Honorary Member.

Memberships shall not be transferable.  A membership period shall be determined from time to time by the Board of Directors.

2.   ANNUAL MEETING

The annual meeting of the membership shall be held in June of each year.  The Board of Directors shall fix the date for the annual meeting at least 30 days prior to said meeting.   

3.   SPECIAL MEETING OF THE MEMBERSHIP

Special meetings of the membership for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or by the Board of Directors.  In addition, a special meeting shall be called if a special meeting is requested in writing by not less than twenty-five percent of Voting Members in good standing, which writing must state the purpose of the meeting.  At any special meeting, the agenda shall be limited to the purpose(s) for which it was called.

4.   PLACE OF MEETING

The Board of Directors may designate any place within or without the State of Colorado, unless prescribed by statute, as the place of meeting for any membership meeting.

5.  NOTICE OF MEETING

The Corporation shall notify its members of the place, date and time of each annual, regular and special meeting of members no fewer than ten days, or if notice is mailed by other than first class or registered mail, no fewer than thirty days nor more than sixty days before the meeting date. 

Notice of an annual meeting shall include a description of any matter that must be approved by the Voting Members or for which the approval of Voting Members is sought.

Notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called. 

When giving notice of an annual, regular or special meeting, the Corporation shall give notice of a matter a member intends to raise at the meeting if:

        (a) requested in writing to do so by a person entitled to call a special meeting; and

        (b) the request is received by the secretary or president of the Corporation at least ten days before notice of the meeting is given. 

Notice of an annual meeting shall be given to those who are current members on the records of the Corporation as of a date at least ten days prior to the date of the meeting, which date shall be determined by the Board of Directors.  Notice of a special meeting shall be given to those who are members as of a date to be determined by the Board of Directors.

6.  PROXIES

A Voting Member may vote or otherwise act in person or by proxy.  The Voting Member may appoint the proxy by transmitting or authorizing the transmission of a telegram, teletype, or other electronic transmission providing a written statement of the appointment of the proxy to the Corporation; except that the transmitted appointment shall set forth or be transmitted with written evidence from which it can be determined that the Voting Member transmitted or authorized the transmission of the appointment.

 An appointment of a proxy is effective when received by the Corporation.  An appointment is valid for eleven months unless a different period is expressly provided in the appointment form.

Any complete copy, including an electronically transmitted facsimile, of an appointment of a proxy may be substituted for or used in lieu of the original appointment for any purpose for which the original appointment could be used.

An appointment of a proxy is revocable by the Voting Member and is deemed revoked by the Voting Member appointing the proxy by:

        (i) the Voting Member attending any meeting and voting in person; or

        (ii) the Voting Member signing and delivering to the Corporation either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.

The death or mental incapacity of the Voting Member appointing a proxy does not affect the right of the Corporation to accept the proxy's authority unless notice of the death or mental incapacity is received by the Corporation before the proxy exercises the proxy's authority under the appointment, in which case, the proxy shall not be entitled to vote on behalf of the deceased or mentally incapacitated Voting Member.

Subject to any express limitation on the proxy's authority appearing on the appointment form, the Corporation is entitled to accept the proxy's vote or other action as that of the Voting Member making the appointment.

7.  QUORUM AND VOTING

Ten Voting Members shall constitute a quorum of the Voting Members.  If a quorum exists, each matter submitted to the Voting Members for a vote, including the election of directors, shall be determined by a majority of those Voting Members voting on the matter.

ARTICLE III - DIRECTORS

1.  BOARD OF DIRECTORS

The Board of Directors shall be made up of no less than five and no more than fifteen members.  The exact number is to be fixed from time to time by the Board of Directors.  Each Board member must be a Voting Member of the Corporation. Each Director shall hold office for a term of two years.    No person may serve more than two consecutive two year terms except after an absence from the Board of Directors of one year.

The Board of Directors may designate the immediate past president of the Corporation to be an ex-officio member of the Board of Directors if his or her term on the Board has expired and he or she is not eligible to be elected to the Board under this section.

If the Voting Members do not so designate, one member of the Board shall be designated by the Board to be the winter volunteer representative and one Board member shall be so designated as the summer volunteer representative.  One person may serve as both representatives.

 Directors shall be elected at the annual membership meeting by a simple majority of the Voting Members voting. 

2.  ANNUAL AND REGULAR MEETINGS

The Board of Directors shall have one regular annual meeting, which shall be held as soon as practicable following the Voting Members' annual meeting.  In addition, the Board of Directors shall meet on regular basis during the year, the frequency of which will be determined by the Board.

3.  SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by or at the request of any Director, in writing, with the written approval of two other Directors.

4.  PARTICIPATION IN MEETINGS

Any Director may participate in any meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may hear each other during the meeting.  A Director participating in a meeting by this means is deemed to be present in person at the meeting.

5.  ACTION WITHOUT MEETING

Any action required or permitted to be taken at a Board of Director's meeting may be taken without a meeting if each and every member of the Board in writing either:

        (a) votes for such action; or

        (b) (i) votes against such action or abstains from voting; and

             (ii) waives the right to demand that a meeting be held.

Action taken under this section shall be effective only if the affirmative vote for such action equals or exceeds the minimum number of votes that would be necessary to take such action at a meeting at which all of the Directors then in office were present and voted.

No action taken pursuant to this section shall be effective unless writings describing the action taken and otherwise satisfying the requirements of this section, signed by all Directors and not revoked pursuant to this section are received by the Corporation.  Any such writing may be received by the Corporation by electronically transmitted facsimile or other form of wire or wireless communication providing the Corporation with a complete copy of the document, including a copy of the Board member's signature on the document.  Action taken pursuant to this section shall be effective when the last writing necessary to effect the action is received by the Corporation unless the writings describing the action taken set forth a different effective date.

Any Director who has signed a writing pursuant to this section may revoke such writing by a writing signed and dated by the Director describing the action and stating that the Director's prior vote with respect thereto is revoked, if such writing is received by the Corporation before the last writing necessary to effect the action is received by the Corporation.

Action taken pursuant to this section has the same effect as action taken at a meeting of Directors and may be described as such in any document.

All signed, written instruments necessary for any action taken pursuant to this section shall be filed with the minutes of the meetings of the Board of Directors.

6.  NOTICE FOR MEETINGS

Regular meetings of the Board may be held without notice.  Notice of any special meeting shall be given at least two days in advance of said meeting and shall specify the date, time and place of the meeting. 

7.  QUORUM

A quorum of the Board of Directors shall be a simple majority of the Directors in office at the time of the action being taken.  If at any meeting a quorum is not present then the executive committee may transact business provided there is a quorum of said committee present, said business is necessary and the executive committee believes that it is in the best interest of the Corporation to conduct the business at said meeting rather than at the next regular Board meeting.  The executive committee may so act and may be advised by any other Director present at the meeting.  However, the executive committee shall not be bound by the votes of any non-executive committee member Director present at such meeting.

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 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 a particular proposal that is described with reasonable specificity in the proxy.  Except as provided in this section, Directors may not vote or otherwise act by proxy.

A Director who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to all actions taken at the meeting unless:

        (a) the Director objects at the beginning of the meeting, or promptly upon the Director's arrival, to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting; or

        (b) the Director contemporaneously requests that the Director's dissent or abstention as to any specific action taken be entered in the minutes of the meeting; or

        (c) the Director causes written notice of the Director's dissent or abstention as to any specific action to be received by the presiding officer of the meeting before adjournment of the meeting or by the Corporation promptly after adjournment of the meeting.

The right of dissent or abstention pursuant to this section as to a specific action is not available to a director who votes in favor of the action taken.

8.  VOTING

If a quorum is present, the affirmative vote of a majority of the Directors present, including those participating pursuant to Article III, Section 4 of these By-laws, shall constitute the act of the Board of Directors.  A Director shall be deemed to be present and part of a quorum if the Director has granted a signed, written proxy to another member of the Board who is present at the meeting authorizing such other Director to vote on a particular matter that is described with reasonable specificity in the proxy.

9.  COMPENSATION

No compensation shall be paid to the Directors as such for their services.  Board members may be reimbursed for actual expenses incurred in the performance and furtherance of the Corporation's business, subject to Board approval for any single expense in excess of $200. 

Any member of the Board who serves as a volunteer instructor, or serves any time as a volunteer in direct service to the Corporation's client programs, may be compensated as any other volunteer to the client programs in exact accordance with the volunteer benefits established by the Corporation. The President shall be eligible to receive one complimentary season ski pass from the complimentary allotment provided to Corporation from Durango Mountain Resort or its successor in interest and the pass is non-transferable.

10.  COMMITTEES

The Board shall establish an executive committee and may establish such other committees as the Board deems to be in the best interest of the Corporation.  The executive committee shall be made up of the president, vice-president, secretary, treasurer, and the immediate past president if that member remains a regularly elected Board member.  However, if the immediate past president's term has been limited pursuant to Article III, Section 1 (has served both two year terms) or if he/she declines to serve, a fifth member may be elected from among the remaining Board members by a majority vote of the Board.  The executive committee will have the authority to meet to address matters delegated to it by the Board of Directors and important matters that cannot reasonably be deferred until the next regularly Board meeting.  The action of the executive committee will be reviewed at the next Board meeting.  The Executive Director shall be a non-voting member of the executive committee.  Meetings of any committee shall be governed by Article III, sections 2, 3, 4, 5 and 6 of these By-laws.

11.  VACANCY ON THE BOARD OF DIRECTORS

All vacancies on the Board of Directors, whether caused by an increase in the number of Directors, failure to elect, resignation, death, removal or otherwise, may be filled by a majority vote of the remaining Directors even though less than a quorum is present at any regular or special meeting of the Board.  A replacement director for a resigned, deceased or removed director shall be for the remainder of the subject term.

ARTICLE IV - OFFICERS

1.  OFFICERS

The officers of the Corporation shall be a president, vice-president, secretary and treasurer, each of whom shall be elected by the Board of Directors.  In addition, additional officers or assistant officers may be elected or appointed by the Board of Directors as the Board deems necessary.  The same individual may simultaneously hold more than one office.

2.  ELECTION OF OFFICERS

The officers of the Corporation shall be elected each year at the annual Board of Director's meeting.  Each officer shall hold office until death, resignation, removal or the expiration of the term for his or her appointment.  Any officer may be removed by the Board at anytime, with or without cause.

3.  VACANCIES

Upon a vacancy in any of the above offices, the Board of Directors may appoint a new officer, which officer shall serve the unexpired portion of the term vacated.

4.  PRESIDENT

The president shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation.  He or she shall, when present, preside at all meetings of the members and of the Board of Directors.  He or she may sign with the secretary or any other authorized officer of the Corporation any deeds, mortgages, bonds, contracts, or other instruments which the Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Directors or by these by-laws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of  president and such other duties as may be prescribed by the Board of Directors from time to time.

5. VICE-PRESIDENT

The vice-president shall act in the absence of the president or in the event of death, inability, or refusal to act.  When so acting, the vice-president shall have all the powers of and be subject to all the restrictions upon the president.  The vice-president shall perform such other duties as from time to time may be assigned to him or her by the president or the Board of Directors.

6.  SECRETARY

The secretary shall keep minutes of the Director's and annual membership meetings and shall cause to be kept  any and all other records of the Corporation.  It shall be the responsibility of the secretary to see that all notices are duly given in accordance with the provisions of these by-laws.  In addition, the secretary shall cause a list of the general membership to be maintained and shall perform all duties incident to the office of secretary and such other duties from time to time which may be assigned by the Board of Directors.

7.  TREASURER

The treasurer shall have the duty of overseeing the financial records of the Corporation and shall report the financial status of the Corporation at Director's meetings and each annual membership meeting.  It shall be the duty of the treasurer to advise the Corporation so that it acts responsibly in fiscal matters.  In addition, the treasurer shall perform such other duties as the Board of Directors may assign.

8.  DUTIES

Any duties of the secretary or treasurer may be assigned to an employee or another Board member or to any other person if in the judgment of the Board of Directors and the secretary or treasurer respectively, said third person would more effectively act or be more qualified to perform any of the services required of the secretary or treasurer.

9.   CONTRACTS, LOANS, CHECKS, DRAFTS AND DEPOSITS

The Board of Directors may direct any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument, loan, promissory note, check or draft or to make any deposit on behalf of the Corporation.

ARTICLE V - STANDARDS OF CONDUCT

Each Director shall discharge the duties as a Director, including the Director's duties as a member of a committee of the Board, and each officer with discretionary authority shall discharge the officer's duties under that authority:

        (a) in good faith;

        (b) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

        (c) in a manner the director or officer reasonably believes to be in the best interests of the Corporation.

In discharging duties, a 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:

        (a) one or more officers or employees of the Corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented;

        (b) legal counsel, a public accountant, or another person as to matters the director or officer reasonably believes are within such person's professional or expert competence;

        (c) those whose position or duties in the Corporation, or in an organization with which the Corporation is affiliated, the director or officer believes justify reliance and confidence and who the director or officer believes to be reliable and competent in the matters presented; or

        (d) in the case of a director, a committee of the Board of Director of which the director is not a member if the director reasonably believes the committee merits confidence.

A Director or officer is not acting in good faith if the director or officer has knowledge concerning the matter in question that makes reliance otherwise permitted by this section unwarranted.

A Director or officer is not liable as such to the Corporation or its members for any action taken or omitted to be taken as a Director or officer, as the case may be, if, in connection with such action or omission, the Director or officer performed the duties of the position in compliance with this section.

A Director, regardless of title, shall not be deemed to be a trustee with respect to the Corporation or with respect to any property held or administered by the nonprofit Corporation including, without limitation, property that may be subject to restrictions imposed by the donor or transferor of such property.

No member of the Board of Directors and no officer shall enter into any transaction with the Corporation that involves the payment of money or other valuable consideration to that member or officer or the spouse, family member (including siblings and cousins) of the member or officer or the business associate, partner, employee or employer of the member or officer or to any entity in which the member or partner has a legal, equitable or fiduciary interest unless the member or officer has first informed the Board of Directors of such interest or relationship and all details relating to the proposed transaction and the Board of Directors has then approved the transaction.  In the case of a transaction involving a member of the Board of Directors, such member shall not be entitled to vote on whether or not to approve the transaction.

ARTICLE VI - FINANCIAL

1.   FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of June of each year.

•2.      RECORDS

The Corporation shall keep correct and complete financial records.  All such financial records shall be kept at the principal office of the Corporation unless the Board of Directors determines otherwise, subject to any requirements of law.  Any Director or his agent or attorney or member may inspect all books and records of the Corporation for proper purpose at any reasonable time and upon reasonable notice.

•3.      FIDELITY BOND

The Board of Directors may require that officers and employees of the Corporation having custody or control of corporate funds and securities furnish adequate fidelity bonds as determined by the Board of Directors.  The Corporation shall pay the premium for such bonds.

ARTICLE VII - NOTICES

1.  GIVING OF NOTICE

Notice given pursuant to these By-laws shall be in writing unless given personally.  Notice may be given in person, by telephone, telegraph, teletype, electronically transmitted, or other form of wire or wireless communication; or by mail or private carrier and  if these forms of notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published.

Written notice to a member, if mailed, is deemed given if correctly addressed to the member's address shown in the Corporation's current record of members.  If three successive notices given to a member have been returned as undeliverable, no further notices to such member shall be necessary until another address for the member is made known to the Corporation.

Written notice to a member, if in a comprehensible form, is effective at the earliest of:

        (a) the date received;

        (b) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with first class, certified or registered postage affixed;

        (c) the date shown on the return receipt, if mailed by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

        (d) thirty days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with other than first class, registered or certified postage affixed.

        (6) oral notice is effective when communicated if communicated in a comprehensible manner.

        (7) notice by publication is effective on the date of first publication.

        (8) a written notice or report delivered as part of a newsletter or other publication regularly sent to members shall constitute a written notice or report if addressed or delivered to the member's address shown in the Corporation's current list of members, or in the case of members who are residents of the same household and who have the same address in the Corporation's current list of members, if addressed or delivered to one of such members, at the address appearing on the current list of members.

2.  WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any Member or director of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be valid as though made at a duly convened meeting of the Board of Directors after regular call and notice, if notice is required, if a quorum be present and if, either before or after the meeting, each of the Directors present signs a waiver of notice.  Provided further, that any Director who is present at any meeting of the Board of Directors and who does not object at the opening of the meeting to the time, date and place or manner of calling the meeting and who does not object at the opening of discussion of any subject to the inclusion of such subject as being outside the purpose of the meeting, is thereby deemed to have consented to the date, time, place, purpose, and call of the meeting and has thereby waived any notice requirements therefore.  All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

 ARTICLE VIII - AMENDMENTS

The by-laws of this Corporation may be amended or repealed by the Voting Members at any annual meeting or at a special meeting called for that purpose.  The Board of Directors shall have the power to make, alter, amend, or repeal the by-laws of this Corporation by a majority vote of the Board at any regular or special meeting thereof where notice of such proposed actions has been announced in the notice of such meeting.  Any amendments, alterations, changes, additions or deletions from these by-laws, whether made by the Voting Members or the Board of Directors, shall be consistent with the laws of this state which define, limit, or regulate the powers of this Corporation or the Directors of this Corporation.

ARTICLE IX - EXCULPATION AND INDEMNITY

1.  EXCULPATION

A director shall not be liable to the corporation or its members for monetary damages for breach of fiduciary duty as a director; except this section shall not eliminate or limit the liability of a director to the corporation or to its members for monetary damages for any breach of the director's duty of loyalty to the corporation or to its members, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, acts specified in Colorado Revised Statute 7-128-403 or 7-128-501(2), or any transaction from which the director directly or indirectly derived an improper personal benefit.

No director or officer shall be liable for any injury to person or property arising out of a tort committed by an employee of the corporation unless such director or officer was personally involved in the situation giving rise to the litigation or unless such director or officer committed a criminal offense in connection with such situation.

2.  INDEMNITY

The corporation shall indemnify a person made a party to a proceeding (whether civil or criminal) because such person is or was a member of the Board of Directors against any liability, loss, cost or expense (including reasonable attorneys fees) to the maximum extent allowed by law, including, but not limited to, Colorado Revised Statute 7-129-102, et. seq.

Dated:  June 1, 2008