ARTICLE III MEMBERS Section 3.1 Members. The Corporation shall not have voting members as that term is used in the Act and shall have no capital stock. The Corporation shall be governed exclusively by the Board of Directors pursuant to Article IV hereunder. The Corporation shall be comprised of two classes of members: (a) Executive Members; and (b) Network Members. The Board of Directors may define the Executive Member and Network Member cat- egories from time to time as it determines to be appropriate to serve the purposes of the Corpora- tion. ARTICLE IV BOARD OF DIRECTORS Section 4.1 General Powers. The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have all powers as set forth in the Act and these Bylaws. Section 4.2 Number. There shall be no less than seven (7) and no more than twenty (20) Directors of the Corporation (“Directors”). Directors shall have equal voting privileges to consist of one vote each. Section 4.3 Composition of the Board and Terms. (a) The President and CEO of the Corporation shall be a voting ex officio member of the Board. (b) In recognition of their contributions as founding organizations of the Cor- poration, each of the Buell Foundation, Colorado Children’s Campaign, Colorado Concern, the David and Laura Merage Foundation, the Mile High United Way, and the Telluride Foundation may designate a representative of the organization to serve as a Director for so long as the organi- zation represented by that Director continues to make a significant contribution annually to achieving the Corporation’s mission. Any question as to whether one of the organizations listed in the immediately preceding sentence is making, or has made, a significant annual contribution shall be determined by a majority vote of the Directors other than the Director representing the organization. By a vote of the majority of the Directors other than the Director representing that organization, the Board may waive the requirement of a significant annual contribution with re- gard to a particular calendar year for an organization listed in this paragraph. All Directors designated pursuant to this Section 4.3(b) shall serve as long as the organization the Director represents chooses to designate the Director to serve as its designated Director or until the Director is removed or resigns. 2