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AMENDED BY-LAWS OF THE LLOYD SHAW FOUNDATION, INC.

These Amended By-laws are adopted on April 22, 2003, by the Board of The Lloyd Shaw Foundation, Inc. ("the Foundation"), a not-for-profit corporation organized under the laws of the state of Colorado.

ARTICLE 1 - OFFICES

The Foundation shall have and continuously maintain in Colorado a registered office which may be, but need not be, the same as its place of business in Colorado. The Foundation shall continuously maintain in Colorado a registered agent whose business office is identical with the Foundation's registered office. The principal office of the Foundation in Colorado shall be located at 12600 West Colfax Avenue, Suite C-400, Lakewood, Colorado 80215, or such other state or places as may from time to time be designated by the Board.

ARTICLE II - MEMBERS

Section 1 - Classes of Members: The Foundation shall have the following classes of members: Active; Supporting; Sustaining; Patron; Life; Student; and Club membership.

Section 2 - Qualification of Members: All persons, partnerships, public or private corporation, associations or other entities ("collectively called members") interested in the objects and purposes of the Foundation shall be eligible for membership.

Section 3 - Election of Members: Membership shall be automatic upon payment of the dues in accordance with the adopted dues schedule.

Section 4 - Term of Membership and Dues: The membership year shall be the calendar year. Membership shall commence on the date of payment of membership dues and shall continue until the last day of the calendar year; provided, however, that new members joining the Foundation on or after June 1st of any year shall be deemed to be paid members through December 31st of the following year. Membership dues shall be established by resolution of the Board.

Section 5 - Voting Rights: Each member shall be entitled to one vote on each matter submitted to a vote.

Section 6 - Termination of Membership: Membership shall be terminated automatically upon non-payment of dues. The Board may suspend or expel a member for cause after a hearing.

Section 7 - Resignation: Any member may resign by filing a written resignation with the Secretary.

Section 8 - Reinstatement: Upon written request of a member suspended, the Board may reinstate the member. If member was suspended for non-payment of dues, upon payment of dues the member shall be, retroactively, reinstated.

Section 9 - Transfer of Membership: Membership in the Foundation is not transferable or assignable.

Section 10 - Regular Meetings: An annual meeting of the membership shall be held in each year for the transaction of such business as may come before the meeting. All regular meetings shall be open and may be attended by non-members. Non-members may not vote, and may participate in discussion only with permission of the presiding officer. The date, time and place of such annual membership meeting shall be determined by the President, and each member in good standing shall be given at least 60 days' advance notice thereof.

Section 11 - Special Meetings: Special meetings of the members may be called by the President, the Board, or not less than one-tenth of the members having voting rights.

Section 12 - Place of Special Meeting: The Board may designate any place as the place of special meetings. If no designation is made, the place of meeting shall be the registered office of the Foundation in the state of Colorado.

Section 13 - Notice of Meeting. No notice of annual meeting shall be required other than contained in these By-laws. Written notice of any other meeting, stating the place and day of any meeting of members, shall be mailed to each member entitled to vote at such meeting, not less than 20 or more than 30 days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these By-laws, the purpose or purposes for which the meeting is called shall be specifically described in the notice.

Section 14 - Certification of Membership. The Secretary shall, at the commencement of any membership meeting, certify the names of those persons present who are voting members. Persons not certified shall not be eligible to vote or to be elected or appointed to any position, and shall not participate in discussion except with permission of the presiding officer.

Section 15 - Quorum: The number of members physically in attendance at a membership meeting shall constitute a quorum.

Section 16 - Manner of Acting: A majority of the votes cast upon a matter shall be the act of the membership.

Section 17 - Proxies: Proxy voting shall not be allowed.

Section 18 - Nominations and Election of Members of Board of Directors:

(a) Nominations. Nominations for directorships shall be done pursuant to Article V (2).

(b) Elections. Elections for members of the Board of Directors shall be held on October 15 of each year, and the directors-elect shall assume office when elected.

(c) Ballots. The Election Committee shall prepare ballots containing the names and addresses of qualified candidates. The ballots shall be numbered consecutively, shall state the date and purpose of election, and shall advise the voter with respect to voting. Candidates shall randomly be listed on the ballot. Other information, including biographical information on candidates, approved by the Election Committee may be included with the ballot.

(d) Mailing of Ballots and Signature Cards. The Election Committee shall not later that 45 days prior to the election, mail one ballot to each member in good standing. With each ballot there shall be mailed a separate card, bearing the same number as the accompanying ballot. On such card the voter shall write his or her address, print or typewrite his or her name, sign his or her name and mail or deliver it together with his or her ballot to the Election Committee.

(e) Cumulative Voting. Cumulative voting will not be permitted.

(f) Counting of Ballots. The Election Committee shall open and canvass all ballots received up to 10:00 a.m. on the day of the election. No ballot shall be counted unless cast by a member in good standing; and no ballot shall be counted unless accompanied by a properly completed ballot and signed card with a number corresponding to the number on the ballot.

(g) When Candidates Declared Elected. The number of candidates equal to the vacancies to be filled who receive the highest number of votes shall be declared elected.

(h) Certification of Results. The Election Committee shall immediately certify the results of the election to the President and to all Directors and Directors-elect.

ARTICLE III - BOARD OF DIRECTORS

Section 1 - General Powers: The affairs of the Foundation shall be managed by its Board.

Section 2 - Qualifications, Number and Tenure: Directors need not be residents of the state of Colorado, but must be voting members of the Foundation. The number of Directors shall be no fewer than five or more than fifteen as determined by the Board of Directors. Each director shall serve for a term of three years, except that if no election is held the acting directors shall continue in office. Except for descendants of Lloyd Shaw, no person shall serve more than two successive terms as Director.

Section 3 - Regular Meetings: An annual meeting of the Board shall be held each year, immediately following the annual membership meeting. A majority of the Board may provide by resolution the time and place for the holding of additional regular meetings of the Board without other notice than such resolution or via email. Any regular meeting of the Board may be attended by any member of the Foundation, but non-directors may not participate in discussion unless invited by the presiding officer. Directors may participate in such meeting either by attending in person, or through participation by telephone conference call or similar means.

Section 4 - Special Meetings: Special meetings of the Board may be called by or at the request of the President or a quorum of Directors. The ones calling the special meeting may fix the place and time of which any special meeting is to be held. Any special meeting of the Board is subject to the rules and conduct of regular meetings. Meetings conducted via email are allowed by this section.

Section 5 - Quorum: A majority of the Board shall constitute a quorum. If a quorum is not present a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 6 - Manner of Acting: The act of a majority of the Directors at a meeting at which a quorum is present shall be the act of the Board. Proxy voting shall not be allowed.

Section 7 - Vacancies: Any vacancy occurring in the Board shall be filled by the membership at the next special or annual meeting of the membership. A Director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.

Section 8 - Removal: A Director may be removed upon the majority vote of the membership.

Section 9 - Compensation: Directors as such shall not receive any salary for their services. Nothing herein contained shall be construed to preclude any Director from serving the Foundation in any other capacity and receiving reasonable compensation therefor.

Section 10 - Informal Action by Directors: Any informal action of the Directors which has been reduced to writing and signed by all Directors shall be the act of the Board.

Section 11 - Large Expenditures: Motions for expenditures of $5,000.00 or more, or for designation of special funds, must be in writing and mailed,or emailed to Board Directors at least thirty days before a regular board meeting or 7 days before an email board meeting (see Article III, Section 4

ARTICLE IV - OFFICERS

Section 1 - Officers: The officers of the Foundation shall be the Past President, President, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers as are needed. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 2 - Election and Term of Office: The officers shall be elected by the Board at an annual meeting for a term of two (2) years, and continue to hold office until a successor shall have been duly elected and qualified.

Section 3 - Removal: Any officer elected by the Board may be removed by the Board.

Section 4 - Vacancies: A vacancy in any office may be filled by the Board.

Section 5 - Past President: The Past President's position is to advise and assist the president.

Section 6 - President: The President shall be the principal executive officer of the Foundation. Subject to the control of the Board, the President shall in general supervise and control all of the business and affairs of the Foundation. The President shall preside at all meetings of Members and the Board. The President and Secretary, or other designated persons, may execute documents authorized by the Board.

Section 7 - Vice President: In the absence of the President, or in the event of the President's inability or refusal to act, the Vice President or, in the event there be more than one Vice President in the order of their election, shall perform the duties of the President. Any Vice President shall perform such other duties as may be assigned to such person by the President or Board.

Section 8 - Treasurer: If required by the Board, the Treasurer shall give a bond for the faithful discharge of duties in such sum and with such surety or sureties as the Board shall determine. Except for funds held by members or committees, the Treasurer shall have charge and custody of and be responsible for all funds and securities of the Foundation, receive and give receipts for money due and payable to the Foundation and deposit all such moneys in the name of the Foundation in such banks, trust companies, or other depositories selected by the Board. In the absence of the Board selecting the depositories, the Treasurer may select the depositories.

In case of the absence, disability, death, or refusal of the Treasurer to perform his duties, the President shall be authorized to deposit funds and to withdraw funds from depositories.

Members or committees shall furnish the Treasurer at his request periodic accounting of funds under his or their control, and the Treasurer shall be authorized to deposit funds and to withdraw funds from the depositories held by members or committees.

Section 9 - Secretary: The Secretary shall keep the minutes of the meetings of the members and of the Board; see that all notices are duly given; be custodian of the corporate records and seal; see that the seal of the Foundation is affixed to all required documents; keep a register of the post office address of each member; and in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or the Board. The Secretary shall codify resolutions and motions of the Board which are intended by the Board to be continuing, and furnish a copy thereof to Board members upon request.

ARTICLE V - COMMITTEES AND DIVISIONS

Section 1 - Executive Committee: The Board may appoint an Executive Committee, consisting of the President and no fewer than three or more than five additional persons, and the Executive Committee, subject to the control of the Board, is empowered to transact the necessary business of the Foundation between meetings of the Board. The President shall advise each Director in writing of any action taken by the Executive Committee within two weeks following such action.

Section 2 - Other Committees and divisions: Other committees, and divisions may be designated by the Board, or appointed by the President with approval of the Board, from time to time. Any member of a committee or division may be removed by the Board.

The Nominating Committee shall be appointed at least sixty days before the annual membership meeting, and it shall present at the annual meeting a list of Director Nominees. Additional nominations to fill directorships shall be invited from the floor; however, the persons who are nominated from the floor need not be present at the annual meeting, but must have consented to the nomination. Also, additional nominations may be made by petition signed by not less than ten members in good standing, and be delivered to the nominating committee not more than forty five days and at least ten days before the annual meeting.

The Election Committee shall be appointed at least ninety days before the annual membership meeting, and shall perform the duties of conducting the election of board members.

The Scholarship Committee shall be governed by additional rules provided in Article XI.

Section 3 - Term of Office: The position of each member of a Committee or Director of a Division shall continue until terminated.

Section 4 - Vacancies: Vacancies in the membership of any committee or division may be filled by the Board.

Section 5 - Quorum: A majority of the committee or division shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Committee or Division.

Section 6 - Rules: Each committee or division may adopt additional rules for its own government.

ARTICLE VI - CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1 - Contracts: The Board may authorize any person to enter into or execute any contract, and such authority may be general or confined to specific instances.

Section 2 - Checks, Drafts, etc: All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness shall be signed by an agent or agents as shall from time to time be designated by the Board.

Section 3 - Deposits: All funds of the Foundation shall be deposited in such banks, trust companies or other depositories as the Board designates.

Section 4 - Gifts: The Board may accept on behalf of the Foundation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Foundation.

ARTICLE VII - FISCAL YEAR

The fiscal year of the Foundation shall begin on the first day of September and end on the last day of August in each calendar year.

ARTICLE VIII - INDEMNIFICATION

Any person who serves as an officer or member of the Board, or as a Committee member or Division director, shall be deemed an agent of the Foundation for the purposes of this section and shall be indemnified by the Foundation against expenses, including attorney's fees, judgments, fines, excise taxes, and amounts paid in settlement actually and reasonably incurred by such person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative by reason of such service, except for, and to the extent of, wanton or willful acts or omissions.

The indemnification provided by this article shall not be deemed exclusive of any other rights to which any Director, officer, Committee member or Division director may be entitled under the certificate of incorporation, any agreement, by-law (including without limitation any other or further section or provision of these By-laws), vote of disinterested Directors or otherwise, and any procedure provided for by any of the foregoing, both as to action in an official capacity and as to action in another capacity while holding such office.

Any indemnification pursuant to this article shall be continued as to any indemnified party who has ceased to be a Director, officer, Committee member, Division director, employee or agent of the Foundation and shall inure to the benefit of the heirs and personal representatives of such indemnified party. The repeal or amendment of this section or of any section or provision hereof which would have the effect of limiting, qualifying or restricting any of the powers or rights of indemnification provided or permitted in this section shall not, solely by reason of such repeal or amendment, eliminate, restrict or otherwise affect the right or power of the Foundation to indemnify any person, or affect any right of indemnification of such person, with respect to any acts or omissions which occurred prior to such repeal or amendment.

Notwithstanding any interest of the Director in such action, the Foundation may purchase and maintain insurance, in such amounts as the Board may deem appropriate, on behalf of any person indemnified hereunder against any liability asserted against or incurred by him or her in the capacity of or arising out of status as an agent of the Foundation, whether or not the Foundation would have the power to indemnify against such liability under applicable provisions of law. The Foundation may also purchase and maintain insurance, in such amounts as the Board may deem appropriate, to insure the Foundation against any liability, including without limitation any liability for the indemnification provided in this section.

The Foundation shall have the right to impose, as conditions to any indemnification provided or permitted in this article, such reasonable requirements and condition as the Board may deem appropriate in each specific case and circumstances, including but not limited to any one or more of the following: (a) that any counsel representing the person to be indemnified in connection with the defense or settlement of any action shall be counsel mutually agreeable to the person to be indemnified and to the Foundation; (b) that the Foundation shall have the right, at its option, to assume and control the defense or settlement of any claim or proceeding made, initiated or threatened against the person to be indemnified; and (c) that the Foundation shall be subrogated, to the extent of any payment made by way of indemnification to all of the indemnified person's right of recovery, and that the person to be indemnified shall execute all writings and do everything necessary to assure such rights of subrogation to the Foundation.

Notwithstanding any other provision of these By-laws, the Foundation shall neither indemnify any person nor purchase any insurance in any manner or to any extent which would jeopardize or be inconsistent with qualification of the Foundation as a tax exempt organization under the Internal Revenue Code or which would result in liability under section 4941 of the Internal Revenue Code.

ARTICLE IX - SEAL

The Board shall provide a corporate seal which shall have inscribed thereon the name of the Foundation and the word "Seal".

ARTICLE X - WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the Colorado Non-Profit Corporation Act or under the provisions of the Article of Incorporation or the by-laws of the Foundation, 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 notice.

ARTICLE XI - ENDOWMENT FUNDS

Section 1 - Funds to Remain Intact: The principal and income of an endowment fund shall remain intact and separate from the general fund, and shall be governed by the terms of the endowment.

Only the income of an endowment shall be used.

Section 2 - Endowment Committee: The Endowment Committees shall be appointed by the President, approved by the Directors, chaired by the President, and with one or more members-at-large appointed to create an odd number of members on the committee.

The committee shall conduct all their business in writing and those records shall be kept available for examination upon request of any Director.

The committee shall make a detailed report of its activities to both the annual Membership meeting and the annual Board meeting.

Section 3 - Special provision for Dorothy Stott Shaw Scholarship and Endowment Fund: Applications for scholarships shall be in writing. After having been filed and examined by members of committee, the application may be acted upon.

Priority shall be given to younger applicants who have demonstrated their interest in more than one phase of dance teaching and leadership.

Each applicant shall pay at least one-third of the expense of room, board and tuition except in cases of extreme financial need as approved by unanimous vote of the committee.

Travel expense of the applicant shall be borne solely by the applicant.

The committee shall report to the Board and Members for the year following the grant the benefit the grant actually afforded the recipient and the Foundation.

Section 4 - Special provision for Edna May Liden Fund: The income of the fund is to be used to develop leaders to pass on round dancing to new dancers.

Section 5 - Special provisions for Ortner Music Scholarship and Endowment Fund:

The first priority for use of the income from the Ortner Music Fund is to purchase the rights to use and publish copyrighted music in projects authorized by the LSF.

Second, the income from the fund shall be used to help pay the fees for developing musician(s) at dance camps. The income fund in the account shall be yearly allocated among the several dance camps. If the allocated money for a year is not completely spent by one or more of the dance camps, the remainder shall be made available, in equal shares, to the remaining dance camps being held that year, and if the allocated money for the year is not totally spent the money shall become part of the income fund for the following year and shall be allocated among the several dance camps for the following year and administered in a like manner as provided above. The allocated money shall be used for one of the following two purposes:

(a) payment of room and board for student musicians. This shall not be applied to spouses or families of musicians. Priority shall be given to teenagers.

(b) payment of room and board for a person or persons whose primary responsibility at the event will be to teach classes for developing dance-band musicians. These persons may also have responsibilities in regard to playing to accompany dance, but they should be involved in teaching at least two sessions daily for amateur musicians (such as: playing back-up piano, playing dance band fiddle, leading a dance band class, etc.)

Section 6 - Special provisions for Archives Endowment Fund: The income from the Archives Endowment is to be used for the Archives as directed by the Endowment Committee.

Section 7 * Gail and Leland Ticknor Scholarship Fund:

Income from the fund shall be used to provide two-thirds of the attendance fees (room, board, tuition) of a musician or dancer attending a Lloyd Shaw dance camp or training function that includes in it*s program the teaching English Country Dancing. This fund will not be used to pay an attendee*s transportation costs.

Applicants must apply in writing to the Lloyd Shaw Foundation Endowment Committee. The Committee will be responsible for selecting the recipients of the scholarship. Letters of application must be accompanied by a letter of endorsement from a member of the Lloyd Shaw Foundation.

ARTICLE XII - AMENDMENT TO BY-LAWS

These by-laws may be amended by the Board by a two-thirds vote of the Board at any regular, special or email meeting, if at least ten days' written, or email notice is given of the intention to amend, and the nature of the proposed amendment is set forth in such notice.