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EXHIBIT 3.2
BYLAWS
OF
FRONT RANGE CAPITAL CORPORATION
ARTICLE I -- Principal Office and Corporate Seal
Section 1. The principal office and place of business of Front Range
Capital Corporation (the "Corporation") in the State of Colorado shall be
Louisville, Colorado. Other offices and places of business may be established
resolution of the board of directors.
Section 2. The seal of the Corporation shall have inscribed thereon the
name of the Corporation, the year of its incorporation, and the words "Colorado"
and "Seal," and shall be in such form as may be approved by the board of
directors, which shall have power to alter the same at pleasure.
ARTICLE II -- Shares and Transfer Thereof
Section 1. The shares of this Corporation shall be represented by
certificates signed by the president or a vice-president and the secretary or an
assistant secretary of the Corporation, and may be sealed with the seal of the
Corporation or a facsimile thereof. The signatures of the president or
vice-president and the secretary or assistant secretary upon a certificate may
be facsimile if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the Corporation itself or an employee of
the Corporation. In case any officer who has signed a certificate shall have
ceased to be such officer before such certificate is issued, it may be issued by
the corporation with the same effect as if such person were such officer at the
date of its issue.
Section 2. No new certificates evidencing shares shall be issued unless
and until the old certificate or certificates, in
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lieu of which the new certificate is issued, shall be surrendered for
cancellation, except as provided in Section 3 of this Article II.
Section 3. In case of loss or destruction of any certificate of shares,
another certificate may be issued in its place upon satisfactory proof of such
loss or destruction and, at the discretion of the corporation, upon giving to
the Corporation a satisfactory bond of indemnity issued by a corporate surety in
an amount and for a period satisfactory to the board of directors.
Section 4. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders, or any adjournment thereof,
or entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the board of
directors may provide that the stock transfer books shall be closed for a stated
period, but not to exceed in any case 50 days. If the stock transfer books shall
be closed for the purpose of determining shareholders entitled to notice of, or
to vote at a meeting of shareholders, such books shall be closed for at least 10
days immediately preceding such meeting. In lieu of closing the stock transfer
books, the board of directors may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than 50 days and, in case of a meeting of shareholders, not less than 10 days
prior to the date on which the particular action requiring such determination of
shareholders is to be taken. If the board of directors does not order the stock
transfer books closed, or fix in advance a record date, as above provided, then
the record date for the determination of shareholders entitled to notice of, or
to vote at any meeting of shareholders, or any adjournment thereof, or entitled
to receive payment of any dividend, or for the determination of shareholders for
any proper purpose shall be 30
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days prior to the date on which the particular action requiring such
determination of shareholders is to be taken.
ARTICLE III -- Shareholders and Meetings Thereof
Section 1. Only shareholders of record on the books of the Corporation
shall be entitled to be treated by the Corporation as holders in fact of the
shares standing in their respective names, and the Corporation shall not be
bound to recognize any equitable or other claim to, or interest in, any shares
on the part of any other person, firm, or corporation, whether or not it shall
have express or other notice thereof, except as expressly provided by the laws
of Colorado.
Section 2. Meetings of shareholders shall be held at the principal
office of the Corporation or at such other place as may be designated in the
notice of meeting.
Section 3. In the absence of a resolution of the board of directors
providing otherwise, the annual meeting of shareholders of the Corporation for
the election of directors, and for the transaction of such other business as may
properly come before the meeting, shall be held on the second Monday in June in
each year, if the same be not a legal holiday, and if a legal holiday, then on
the next succeeding business day at 1:00 p.m. If a quorum be not present, the
meeting may be adjourned from time to time, but no single adjournment shall
exceed 60 days. The first annual meeting of shareholders shall be.
Section 4. Special meetings of shareholders may be called by the
president (or in such person's absence by a vice-president), the board of
directors, or the holders of not less than one-tenth of all shares entitled to
vote on the subject matter for which the meeting is called.
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Section 5. Written or printed notice stating the place, day, and hour
of the shareholders' meeting, and in case of a special meeting of shareholders,
the purpose or purposes for which the meeting is called, shall be delivered not
less than 10 days nor more than 50 days before the date of the meeting, either
personally or by mail, by or at the direction of the president, the secretary,
the board of directors, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting, except that if the
authorized shares are to be increased, at least 30 days' notice shall be given.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail addressed to the shareholder at his address as it appears on
the stock transfer books of the Corporation, with postage thereon prepaid.
Failure to deliver such notice or obtain a waiver thereof shall not cause the
meeting to be lost, but it shall be adjourned by the shareholders present for a
period not to exceed 60 days until any deficiency in notice or waiver shall be
supplied.
Section 6. The officer or agent having charge of the stock transfer
books for shares of this Corporation shall make, at least 10 days before each
meeting of shareholders, a complete list of the shareholders entitled to vote
at such meeting or any adjournment thereof, arranged in alphabetical order, with
the address of and the number of shares held by each, which list, for a period
of 10 days prior to such meeting, shall be kept on file at the principal office
of the Corporation, whether within or outside Colorado, and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original stock transfer books shall be prima facie evidence as
to who are the shareholders entitled to examine such list or transfer book or to
vote at any meeting of shareholders.
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Section 7. A quorum at any meeting of shareholders shall consist of a
majority of the shares of the Corporation entitled to vote thereat, represented
in person or by proxy. If a quorum is present, the affirmative vote of a
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders, unless the vote of a
greater number or voting by classes is required by law, the articles of
incorporation, or these bylaws.
Section 8. A shareholder may vote either in person or by proxy executed
in writing by the shareholder or by such person's duly authorized attorney in
fact. No proxy shall be valid after 11 months from the date of its execution,
unless otherwise provided in the proxy.
ARTICLE IV -- Directors, Powers, and Meetings
Section 1. The business and affairs of the Corporation shall be managed
by a board of three directors who need not be shareholders of the Corporation or
residents of the State of Colorado and who shall be elected at the annual
meeting of shareholders or some adjournment thereof. Directors shall hold office
until the next succeeding annual meeting of shareholders or until their
successors shall have been elected and shall qualify; however, no provision of
this section shall be restrictive upon the right of the board of directors to
fill vacancies or upon the right of shareholders to remove directors as is
hereinafter provided.
Section 2. The annual meeting of the board of directors shall be held
at the same place as, and immediately after, the annual meeting of shareholders,
and no notice shall be required in connection therewith. The annual meeting of
the board of directors shall be for the purpose of electing officers and the
transaction of such other business as may come before the meeting.
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Section 3. Special meetings of the board of directors may be called at
any time by the president (or in such person's absence by a vice-president), or
by any director, and may be held within or outside the State of Colorado at such
time and place as the notice or waiver thereof may specify. Notice of such
meetings shall be mailed or telegraphed to the last known address of each
director at least five days, or shall be given to a director in person or by
telephone at least 48 hours, prior to the date or time fixed for the meeting.
Special meetings of the board of directors may be held at any time that all
directors are present in person, and presence of any director at a meeting shall
constitute waiver of notice of such meeting except as otherwise provided by law.
Unless specifically required by law, the articles of incorporation, or bylaws,
neither the business to be transacted at, nor the purpose of, any meeting of the
board of directors need be specified in the notice or waiver of notice of such
meeting.
Section 4. A quorum at all meetings of the board of directors shall
consist of a majority of the number of directors then fixed by these bylaws, but
a smaller number nay adjourn from time to time without further notice, until a
quorum be secured. The act of the majority of the directors present at a meeting
at which a quorum is present shall be the act of the board of directors, unless
the act of a greater number is required by the articles of incorporation or
these bylaws.
Section 5. Any vacancy occurring in the board of directors may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the board of directors. A director elected to fill a
vacancy shall be elected for the unexpired term of such person's predecessor in
office, and shall hold such office until such person's successor is duly elected
and shall qualify. Any directorship to be filled by reason of an increase in the
number of directors shall be filled
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by the affirmative vote of a majority of the directors then in office or by an
election at an annual meeting, or at a special meeting of shareholders called
for that purpose. A director chosen to fill a position resulting from an
increase in the number of directors shall hold office until the next annual
meeting of shareholders and until such person's successor shall have been
elected and shall qualify.
Section 6. Directors may receive such fees as may be established by
appropriate resolution of the board of directors for attendance at meetings of
the board, and in addition thereto, may receive reasonable traveling expense, if
any is required, for attendance at such meetings.
Section 7. The board of directors may by resolution designate two or
more directors to constitute an executive committee which shall have and may
exercise such authority in the management of the Corporation as shall be
provided in such resolution.
Section 8. The shareholders may, at a meeting called for the express
purpose of removing directors, by a majority vote of the shares entitled to vote
at an election of directors, remove the entire board of directors or any lesser
number, with or without cause. If less than the entire board is to be removed,
and if cumulative voting is permitted by the articles of incorporation, no one
of the directors may be removed if the votes of a sufficient number of shares
are cast against removal of such director which, if then cumulatively voted at
an election of the entire board of directors would be sufficient to elect such
person as a director.
ARTICLE V -- Officers
Section 1. The elective officers of the Corporation shall be a
president, one or more vice-presidents, a secretary, and a
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treasurer, who shall be elected by the board of directors at its first meeting
after the annual meeting of shareholders. Unless removed in accordance with
procedures established by law and these bylaws, the said officers shall serve
until the next succeeding annual meeting of the board of directors and until
their respective successors are elected and shall qualify. Any two offices, but
not more than two, may be held by the same person at the same time, except that
one person may not simultaneously hold the offices of president and
vice-president, or that of president and secretary.
Section 2. The board may elect or appoint a general manager, one or
more assistant secretaries, and one or more assistant treasurers as it may deem
advisable, who shall hold office during the pleasure of the board, and shall be
paid such compensation as may be directed by the board.
Section 3. The officers of the Corporation shall respectively exercise
and perform the respective powers, duties, and functions as are stated below,
and as may be assigned to them by the board of directors.
(a) The president shall be the chief executive officer of the
Corporation and shall, subject to the control of the board of directors, have
general supervision, direction, and control of the business and officers of the
Corporation. Such person shall preside at all meetings of the shareholders and
of the board of directors. The president or a vice-president, unless some other
person is specifically authorized by the board of directors, shall sign all
stock certificates, bonds, deeds, mortgages, leases, and contracts of the
Corporation. The president shall perform all the duties commonly incident to
such person's office and such other duties as the board of directors shall
designate.
(b) In the absence or disability of the president, the
vice-president or vice-presidents, in order of their rank as
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fixed by the board of directors, and if not ranked, the vice-presidents in the
order designated by the board of directors, shall perform all the duties of the
president, and when so acting shall have all the powers of, and be subject to
all the restrictions on the president. Each vice-president shall have such other
powers and perform such other duties as may from time to time be assigned to
such person by the president.
(c) The secretary shall keep accurate minutes of all meetings
of the shareholders and the board of directors. Such person shall keep, or cause
to be kept, a register of the shareholders of the Corporation and shall be
responsible for the giving of notice of meetings of the shareholders or of the
board of directors. The secretary shall be custodian of the records and of the
seal of the Corporation and shall attest the affixing of the seal of the
Corporation when so authorized. The secretary shall perform all duties commonly
incident to such person's office and such other duties as may from time to time
be assigned to such person by the president.
(d) An assistant secretary may, at the request of the
secretary, or in the absence or disability of the secretary, perform all of the
duties of the secretary. Such person shall perform such other duties as may be
assigned to such person by the president or by the secretary.
(e) The treasurer, subject to the order of the board of
directors, shall have the care and custody of the money, funds, valuable papers,
and documents of the Corporation. Such person shall keep accurate books of
accounts of the Corporation's transactions, which shall be the property of the
Corporation, and shall render financial reports and statements of condition of
the Corporation when so requested by the board of directors or president. The
treasurer shall perform all duties commonly incident to such person's office and
such other duties as may from time to time be assigned to such person by the
president.
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(f) An assistant treasurer may, at the request of the
treasurer, or in the absence or disability of the treasurer, perform all of the
duties of the treasurer. Such person shall perform such other duties as may be
assigned to such person by the president or by the treasurer.
Section 4. All officers of the Corporation may receive salaries or
other compensation if so ordered and fixed by the board of directors. The board
shall have authority to fix salaries in advance for stated periods or render the
same retroactive as the board may deem advisable.
Section 5. In the event of absence or inability of any officer to act,
the board of directors may delegate the powers or duties of such officer to any
other officer, director, or person whom it may select.
Section 6. Any officer or agent may be removed by the board of
directors, at a meeting called for the purpose, whenever in its judgment the
best interest of the Corporation will be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not, of itself, create
contract rights.
ARTICLE VI -- Finance
Section 1. The board of directors, in its uncontrolled discretion, may
set aside from time to time, out of the net profits or earned surplus of the
Corporation, such sum or sums as it deems expedient as a reserve fund to meet
contingencies, for equalizing dividends, for maintaining any property of the
Corporation, and for any other purpose.
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Section 2. The moneys of the Corporation shall be deposited in the name
of the Corporation in such bank or banks, or trust company or trust companies,
as the board of directors shall designate, and may be drawn out only on checks
signed in the name of the Corporation by such person or persons as the board of
directors, by appropriate resolution, may direct. Notes and commercial paper,
when authorized by the board, shall be signed in the name of the Corporation by
such officer or officers or agent or agents as shall thereunto be authorized
from time to time.
Section 3. The fiscal year of the Corporation shall be determined by
resolution of the board of directors.
ARTICLE VII -- Waiver of Notice
Any shareholder, officer, or director may waive, in writing, any notice
required to be given by law or under these bylaws, whether before or after the
time stated therein.
ARTICLE VIII -- Action Without a Meeting
Nothing in these bylaws contained shall be construed to prevent any
action required to be taken at a meeting of the directors, executive committee,
if there be one, or shareholders of this Corporation, or any action which may be
taken at a meeting of directors, executive committee, if there be one, or
shareholders, to be taken without a meeting if a consent in writing, setting
forth the action so taken shall be signed by all of the directors, executive
committee members, if there be one, or shareholders entitled to vote with
respect to the subject matter thereof.
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ARTICLE IX -- Indemnification of Directors and Officers
The Corporation shall indemnify every director or officer, such
person's heirs, executors, and administrators, against expenses reasonably
incurred by such person in connection with any action, suit, or proceeding to
which such person may be made a party by reason of such person being or having
been a director or officer of the Corporation, or at its request of any other
Corporation of which it is a stockholder or creditor and from which such person
is not entitled to be indemnified, except in relation to matters as to which
such person shall be liable for negligence or misconduct; in the event of a
settlement, indemnification hall be provided only in connection with such
matters covered by the settlement as to which the Corporation is advised by
counsel that the person to be indemnified did not commit such a breach of duty.
The foregoing right of indemnification shall not be exclusive of other rights to
which such person may be entitled.
ARTICLE X -- Amendments
These bylaws may be altered, amended, or repealed at the annual meeting
of the board of directors or at any special meeting of the board called for that
purpose.
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