RESTATED ARTICLES OF INCORPORATION WITH AMENDMENTS OF THE COLORADO TRIAL LAWYERS ASSOCIATION
Pursuant to the Colorado Non-Profit Corporation Act, the Colorado Trial Lawyers Association, a Colorado non-profit corporation whose original Articles of Incorporation were filed on June 28, 1966, restates and amends its Articles of Incorporation as follows. These restated Articles of Incorporation with amendments correctly set forth the provisions of the Articles of Incorporation as amended. These Restated Articles of Incorporation with amendments supersede the original Articles of Incorporation and all amendments and supplements thereto. They have been duly adopted by a two-thirds vote of the Board of Directors and then in office.
The name of the Corporation is Colorado Trial Lawyers Association.
The period of duration of this corporation shall be perpetual.
The purposes and powers of this corporation are as follows:
To uphold and defend the Constitution of the United States and the Constitution of the State of Colorado; to advance the science of jurisprudence; to promote the administration of justice; to uphold and improve the adversary system and trial by jury; to uphold the honor of the profession of law; to apply its knowledge and experience in the field of law to the promotion of the public good; to encourage cordial intercourse among the members of the bar everywhere; and especially to advance the cause of those who are damaged in person or property, and who must seek redress therefor at law; to resist the constant efforts unduly to curtail the rights of such persons; to help injured persons enforce their legal rights through courts or other tribunals in all fields of law; to help persons whose rights may be in jeopardy or accused of violating the law of the United States of America, the State of Colorado, or any other state, territory, or political subdivision of the United States of America; to publish law journals, newsletters, and other written material for educational purposes, including continuing education of its members, the judiciary, lawyers generally, and the public; to hold conventions, seminars, lectures, classes, and meetings to promote and encourage legislation consistent with the aims of the organization; to encourage the organization of branches and affiliates throughout the State of Colorado in order to help carry out the objects of this Association; to create and develop library and office facilities; generally to encourage scholarship and increase proficiency among members of the bar and in this Association specifically. To cooperate or affiliate with the Association of Trial Lawyers of America or other professional associations, corporations, or organizations. In addition, the corporation shall be authorized to possess all of the powers and purposes conferred by law and the statutes of the State of Colorado and particularly those in Colorado Revised Statutes, Title 7, Article No. 40, as amended from time to time; and to won, purchase, buy, sell, and convey real estate and personalty of all kinds.
The purposes and powers set forth herein shall be construed broadly and are intended to be as broad as permissible by the laws of the State of Colorado, and the corporation is empowered to conduct all types of activities allowed to nonprofit corporations by the laws of the State of Colorado.
There shall be no capital stock of the corporation. The rights of the membership to vote shall be set forth in the Bylaws of the Corporation.
No dividends shall be paid by the Association. In the event of dissolution, after paying or making provision for the payment of all liabilities of the Association, the Association shall dispose of its assets exclusively, for the purposes of the Association and in such manner or to such organization or organizations as are organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall, at the time, qualify as an exempt organization or organizations under the Internal Revenue Code.
The address of the registered office of the Association is Suite 370, 1888 Sherman Street, Denver, Colorado, 80203. The registered agent is John A. Sadwith.
Bylaws may be adopted, amended, repealed, rescinded, or changed by the Board of Directors.
The control and management of the affairs of the Corporation and of the disposition of its funds and property shall be vested in a Board of Directors. The number of directors and officers, their term of office, the manner of their selection and election, and their delegation of any authority shall be determined according to the Bylaws of the Corporation. Proxies will not be permitted at any meeting of the Association. (as amended 4/30/93)
The Corporation may indemnify its directors, officers, employees, and agents according to its Bylaws.
The personal liability of any of the corporation's directors to the Corporation or to its members for monetary damages for breach of fiduciary duty as a director is eliminated, except that this provision shall not eliminate the liability of the Director to the Corporation or to its members for monetary damages (a) for any breach of the director's duty of loyalty to the corporation or its members; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) for acts specified in Section 7-24-111 of the Colorado Revised Statutes as amended from time-to-time; or (d) for any transaction from which the Director derived an improper personal benefit.
These Articles of Incorporation may be amended by an affirmative vote of two-thirds of the Board of Directors present and voting at any meeting. (as amended 02/19/93)
These restated and amended articles correctly set forth the provision of the Articles of Incorporation as amended, and they supersede the original Articles of Incorporation and all amendments thereto.
Executed by the President, Victoria C. Swanson, and Secretary, Larry Trattler, on May 21, 1993.