CORPORATE BYLAWS
DBSD CORPORATION
ARTICLE I
OFFICES
1.1 Principal
Office. The principal offices of the Corporation shall initially be at 9601 S. Meridian Blvd., Englewood, Colorado 80112, but
the Corporation may, in the discretion of the board of directors, maintain offices wherever the business of the Corporation may
require.
1.2 Registered
Office and Agent. The Corporation shall continuously maintain in the State of Colorado a registered office and a registered
agent whose business office is identical with the registered office. The initial registered office and the initial registered agent
are specified in the original Articles of Incorporation for the Corporation. The Corporation may change its registered office, its
registered agent, or both, upon filing a statement as specified by law in the office of the Secretary of State of Colorado.
ARTICLE II
SHAREHOLDERS
2.1 Time
and Place. Any meeting of the shareholders may be held at such time and place, within or outside the State of Colorado, as may
be fixed by the board of directors or as shall be specified in the notice or waiver of notice of the meeting. If the place for a
meeting is not fixed by the board of directors, such meeting shall be held at the Corporation’s principal office.
2.2 Annual
Shareholders’ Meeting. The annual shareholders’ meeting shall be held on the date and at the time and place fixed
from time to time by the board of directors. Notwithstanding the foregoing, if, and as long as, the Corporation has a single
shareholder (the “Parent”) and unless the board of directors otherwise calls for an annual shareholders’ meeting
in accordance with the first sentence hereof, without any further action required of the board of directors, the annual
shareholders’ meeting will be deemed to have been duly held simultaneously with and at the place of the of the annual
shareholders’ meeting of the shareholder of the Parent or, if the Parent also has a single shareholder (or member if a limited
liability company), the annual shareholders’ meeting of the ultimate owner of the Parent, as applicable.
2.3 Special
Shareholders’ Meeting. A special shareholders meeting for any purpose or purposes, may be called by the board of directors
or the president. The Corporation shall also hold a special shareholders meeting in the event it receives, in the manner specified
in Section 8.3, one or more written demands for the meeting, stating the purpose or purposes for which it is to be held, signed and
dated by the holders of shares representing not less than one-tenth of all of the votes entitled to be cast on any issue to be
determined at the meeting. Special meetings shall be held at the principal office of the Corporation or at such other place as the
board of directors or the president may determine.
2.4 Record Date for Determination of Shareholders.
(a)
In order to make a determination of shareholders entitled to (i) notice of or to vote at any shareholders meeting or at any adjournment
of a shareholders meeting, (ii) demand a special shareholders meeting, (iii) take any other action or (iv) receive payment of a share
dividend or a distribution, or for any other purpose, the board of directors may fix a future date as the record date for such determination
of shareholders. The record date may be fixed not more than seventy days before the date of the proposed action.
(b)
Unless otherwise specified when the record date is fixed, the time of day for determination of shareholders shall be as of the Corporation’s
close of business on the record date.
(c)
A determination of shareholders entitled, to be given notice of or to vote at a shareholders meeting is effective for any adjournment
of the meeting unless the board of directors fixes a new record date, which the board shall do if the meeting is adjourned to a date more
than one hundred twenty days after the date fixed for the original meeting.
(d)
If no record date is otherwise fixed, the record date for determining shareholders entitled to be given notice of and to vote at an annual
or special shareholders meeting is the day before the first notice is given to shareholders.
(e)
The record date for determining shareholders entitled to take action without a meeting pursuant to Section 2.11 is the date a writing
upon which the action is taken is first received by the Corporation.
2.5 Voting List.
(a)
After a record date is fixed for a shareholders meeting, the secretary shall prepare a list of the names of all its shareholders who are
entitled to be given notice of the meeting. The list (i) shall be arranged by voting groups and within each voting group by class or series
of shares, (ii) shall be alphabetical within each class or series and (iii) shall show the address of, and the number of shares of each
such class and series that are held by, each shareholder.
(b)
The shareholders’ list shall be available for inspection by any shareholder, beginning the earlier of ten days before the meeting
for which the list was prepared or two business days after notice of the meeting is given and continuing through the meeting, and any
adjournment thereof, at the Corporation’s principal office or at a place identified in the notice of the meeting in the city where
the meeting will be held.
(c)
The secretary shall make the shareholders list available at the meeting, and any shareholder or agent or attorney of a shareholder is
entitled to inspect the list at any time during the meeting or any adjournment thereof.
2.6 Notice to Shareholders.
(a)
The secretary shall give notice to shareholders of the date, time and place of each annual and special shareholders meeting no fewer than
ten nor more than sixty days before the date of the meeting; except that, if the articles of incorporation are to be amended to increase
the number of authorized shares, at least thirty days’ notice shall be given. Except as otherwise required by the Colorado Business
Corporation Act (the “Act”), the secretary shall be required to give such notice only to shareholders entitled to vote at
the meeting.
(b)
Notice of an annual shareholders meeting need not include a description of the purpose or purposes for which the meeting is called unless
a purpose of the meeting is to consider an amendment to the articles of incorporation, a restatement of the articles of incorporation,
a plan of merger or share exchange, disposition of substantially all of the property of the Corporation, consent by the Corporation to
the disposition of property by another entity or dissolution of the Corporation,
(c)
Notice of a special shareholders meeting shall include a description of the purpose or purposes for which the meeting is called.
(d)
Notice of a shareholders meeting shall be in writing and shall be given
(i) by
deposit in the United States mail, properly addressed to the shareholder’s address shown in the Corporation’s current record
of shareholders, first class postage prepaid, and, if so given, shall be effective when mailed; or
(ii) by
telegraph, teletype, electronically transmitted facsimile, electronic mail, mail or private carrier or by personal delivery to the shareholder,
and, if so given, shall be effective when actually received by the shareholder.
(e)
If an annual or special shareholders meeting is adjourned to a different date, time or place, notice need not be given of the new date,
time or place if the new date, time or place is announced at the meeting before adjournment; provided, however, that, if a new record
date for the adjourned meeting is fixed pursuant to Section 2.4, notice of the adjourned meeting shall be given to persons who are shareholders
as of the new record date.
(f)
If three successive notices are given by the Corporation, whether with respect to a shareholders meeting or otherwise, to a shareholder
and are returned as undeliverable, no further notices to such shareholder shall be necessary until another address for the shareholder
is made known to the Corporation.
2.7 Quorum.
Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. A majority of the votes entitled to be cast on the matter by the voting group shall constitute a quorum
of that voting group for action on the matter. If a quorum does not exist with respect to any voting group, the president or any
shareholder or proxy that is present at the meeting, whether or not a member of that voting group, may adjourn the meeting to a
different date, time or place, and (subject to the next sentence) notice need not be given of the new date, time or place if the new
date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be
fixed pursuant to Section 2.4, notice of the adjourned meeting shall be given pursuant to Section 2.6 to persons who are
shareholders as of the new record date. At any adjourned meeting at which a quorum exists, any matter must be acted upon that could
have been acted upon at a meeting originally called; provided, however, that, if new notice is given of the adjourned meeting, then
such notice shall state the purpose or purposes of the adjourned meeting sufficiently to permit action on such. Once a share is
represented for any purpose at a meeting, including the purpose of determining that a quorum exists, it is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or shall be set for
that adjourned meeting.
2.8 Voting
Entitlement of Shares. Except as stated in the articles of incorporation, each outstanding share, regardless of class, is
entitled to one vote, and each fractional share is entitled to a corresponding fractional vote, on each matter voted on at a
shareholders meeting.
2.9 Proxies, Acceptance of Votes and Consents.
(a)
A shareholder may vote either in person or by proxy.
(b)
An appointment of a proxy is not effective against the Corporation until the appointment is received by the Corporation. An appointment
is valid for eleven months unless a different period is expressly provided in the appointment form.
(c)
The Corporation may accept or reject any appointment of a proxy, revocation of appointment of a proxy, vote, consent, waiver or other
writing purportedly signed by or for a shareholder, if such acceptance or rejection is in accordance with the provisions of Sections 7-107-203
and 7-107-205 of the Act.
2.10 Waiver of Notice.
(a) A
shareholder may waive any notice required by the Act, the articles of incorporation or the bylaws, whether before or after the date
or time stated in the notice as the date or time when any action will occur or has occurred. The waiver shall be in writing, be
signed by the shareholder entitled to the notice and be delivered to the Corporation for inclusion in the minutes or filing with the
corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver.
(b) A
shareholder’s attendance at a meeting (i) waives objection to lack of notice or defective notice of the meeting, unless the shareholder
at the beginning of the meeting objects to holding the meeting or transacting business at the meeting because of lack of notice or defective
notice and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described
in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
2.11 Action
by Shareholders Without a Meeting. Any action required or permitted to be taken at a shareholders meeting may be taken without a
meeting if all of the shareholders entitled to vote thereon consent to such action in writing. Action pursuant to this Section 2.11
shall be effective when the Corporation has received writings that describe and consent to the action, signed by all of the
shareholders entitled to vote thereon. Action taken pursuant to this Section 2.11 shall be effective as of the date the last writing
necessary to effect the action is received by the Corporation, unless all of the writings necessary to effect the action specify
another date, which may be before or after the date the writings are received by the Corporation. Such action shall have the same
effect as action taken at a meeting of shareholders and may be described as such in any document. Any shareholder who has signed a
writing describing and consenting to an action taken pursuant to this Section 2.11 may revoke such consent by a writing signed by
the shareholder describing the action and stating that the shareholder’s prior consent thereto is revoked, if such writing is
received by the Corporation before the effectiveness of the action.
2.12 Meetings
by Telecommunications. Any or all of the shareholders may participate in an annual or special shareholders meeting by, or the
meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear
each other during the meeting. A shareholder participating in a meeting by this means is deemed to be present in person at the
meeting.
ARTICLE III
DIRECTORS
3.1 Authority
of the Board of Directors. The corporate powers shall be exercised by or under the authority of, and the business and affairs of
the Corporation shall be managed under the direction of, a board of directors.
3.2 Number.
The number of directors shall initially be three. The number of directors shall be fixed by resolution of the board of directors
from time to time and may be increased or decreased by resolution adopted by the board of directors from time to time, but no
decrease in the number of directors shall have the effect of shortening the term of any incumbent director.
3.3 Qualification.
Directors shall be natural persons at least eighteen years old but need not be residents of the State of Colorado or shareholders of
the Corporation.
3.4 Election.
The board of directors shall be elected at the annual meeting of the shareholders or at a special meeting called for that
purpose.
3.5 Term.
Each director shall be elected to hold office until the next annual meeting of shareholders and until the director’s successor
is elected and qualified.
3.6 Resignation.
A director may resign at any time by giving written notice of his or her resignation to any other director or (if the director is
not also the secretary) to the secretary. The resignation shall be effective when it is received by another director or the
secretary, as the case may be, unless the notice of resignation specifies a later effective date. Acceptance of such resignation
shall not be necessary to make it effective unless the notice so provides.
3.7 Removal.
Any director may be removed by the shareholders, with or without cause, at a meeting called for that purpose. The notice of the
meeting shall state that the purpose or one of the purposes, of the meeting is removal of the director. A director may be removed
only if the number of votes cast in favor of removal exceeds the number of votes cast against removal.
3.8 Vacancies.
(a) If
a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors:
(i)
The shareholders may fill the vacancy at the next annual meeting or at a special meeting called for that purpose; or
(ii)
The board of directors may fill the vacancy; or
(iii)
If the directors remaining in office constitute less than a quorum of the board, they may fill the vacancy by the affirmative vote of
a majority of all the directors remaining in office.
(b) Notwithstanding
Section 3.8(a), if the vacant office was held by a director elected by a voting group of shareholders, then, if one or more of the remaining
directors were elected by the same voting group, only such directors are entitled to vote to fill the vacancy if it is filled by directors,
and they may do so by the affirmative vote of a majority of such directors remaining in office; and only the holders of shares of that
voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.
(c) A
vacancy that will occur at a specific later date, by reason of a resignation that will become effective at a later date under Section
3.6 or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.
3.9 Meetings.
The board of directors may hold regular or special meetings within or outside of Colorado. The board of directors may, by
resolution, establish dates, times and places for regular meetings, which may be held without notice. Special meetings may be called
by the president or by any two directors and shall be held at the principal office of the Corporation unless otherwise specified in
the notice of the meeting. At any time when the board consists of a single director, that director may act at any time, date or
place without notice.
3.10 Notice
of Special Meeting. Notice of a special meeting shall be given to every director at least twenty-four hours before the time of
the meeting, stating the date, time and place of the meeting. The notice need not describe the purpose of the meeting. Notice may be
given orally to the director, personally or by telephone or other wire or wireless communication. Notice may also be given in
writing by telegraph, teletype, electronically transmitted facsimile, electronic mail or private carrier. Notice shall be effective
at the earliest of (a) the time it is received; (b) five days after it is deposited in the United States mail, properly addressed to
the last address for the director shown on the records of the Corporation, first class postage prepaid or (c) the date shown on the
return receipt if mailed by registered or certified mail, return receipt requested, postage prepaid, in the United States mail and
if the return receipt is signed by the director to whom the notice is addressed.
3.11 Quorum.
Except as provided in Section 3.8, a majority of the number of directors fixed in accordance with these bylaws shall constitute a
quorum for the transaction of business at all meetings of the board of directors. The act of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the board of directors, except as otherwise specifically required by
law.
3.12 Waiver of Notice.
(a) A
director may waive any notice of a meeting before or after the time and date of the meeting stated in the notice. Except as provided
by Section 3.12(b), the waiver shall be in writing and shall be signed by the director. Such waiver shall be delivered to the
secretary for filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the
waiver.
(b) A
director’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless, at the beginning
of the meeting or promptly upon his or her later arrival, the director objects to holding the meeting or transacting business at the meeting
because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting.
3.13 Meetings
by Telecommunications. One or more directors may participate in a regular or special 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.
3.14 Deemed
Assent to Action. A director who is present at a meeting of the board of directors when corporate action is taken shall be
deemed to have assented to all action taken at the meeting unless
(a)
a director objects at the beginning of the meeting, or promptly upon his or her 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;
(b)
The director contemporaneously requests that his or her 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 his or her 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 secretary (or, if the director is the secretary, by another director) promptly
after adjournment of the meeting. The right of dissent or abstention pursuant to this Section 3.14 as to a specific action is not available
to a director who votes in favor of the action taken.
3.15 Action
by Directors without a Meeting. Any action required or permitted by law to be taken at a board of directors meeting may be taken
without a meeting if all members of the board consent to such action in writing. The action shall be deemed to have been so taken by
the board at the time the last director signs a writing describing the action, unless, before such time, any director has revoked
his or her consent by a writing signed by the director and received by the president or the secretary or any other person authorized
by the board of directors to receive such a revocation. Such action shall be effective at the time and date it is so taken unless
the directors establish a different effective time or date. Such action has the same effect as action taken at a meeting of
directors and may be described as such in any document.
ARTICLE IV
COMMITTEES OF THE BOARD OF DIRECTORS
4.1 Subject
to the provisions of Section 7-109-106 of the Act, the board of directors may create one or more committees and appoint one or more
members of the board of directors to serve on them. The creation of a committee and appointment of members to it shall require the
approval of a majority of all the directors in office when the action is taken, whether or not those directors constitute a quorum
of the board.
4.2 The
provisions of these bylaws governing meetings, action without meeting, notice, waiver of notice and quorum and voting requirements
of the board of directors apply to committees and their members as well.
4.3 To
the extent specified by resolution adopted from time to time by a majority of all the directors in office when the resolution is
adopted, whether or not those directors constitute a quorum of the board, each committee shall exercise the authority of the board
of directors with respect to the corporate powers and the management of the business and affairs of the Corporation, except that a
committee shall not:
(a)
authorize distributions;
(b)
approve or propose to shareholders action that the Act requires to be approved by shareholders;
(c)
fill vacancies on the board of directors or on any of its committees;
(d)
amend the articles of incorporation pursuant to Section 7-110-102 of the Act;
(e)
adopt, amend or repeal bylaws;
(f)
approve a plan of merger not requiring shareholder approval;
(g)
authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or
(h)
authorize or approve the issuance or sale of shares, or a contract for the sale of shares, or determine the designation and relative rights,
preferences and limitations of a class or series of shares, except that the board of directors may authorize a committee or an officer
to do so within limits specifically prescribed by the board of directors.
4.4 The
creation of, delegation of authority to, or action by, a committee does not alone constitute compliance by a director with
applicable standards of conduct.
ARTICLE V
OFFICERS
5.1 General.
The Corporation shall have as officers a chairman, president and chief executive officer, one or more executive vice presidents, one
or more senior vice presidents, a general counsel, chief financial officer (who will be the treasurer), a secretary, and such other
officers as the board of directors so determines.
5.2 Appointment. The officers may be appointed
as follows:
(a)
by the board of directors; or
(b)
if, and as long as, the Corporation has a single shareholder (the “Parent Corporation”), and unless the board of directors
otherwise appoints an officer of the Company, the persons appointed as the officers of the Company shall be same persons appointed to
such positions at the Parent Corporation.
5.3 Additional
Appointments. The board of directors, the chairman or president, and such other subordinate officers as the board of directors may
authorize from time to time, acting singly, may appoint as additional officers one or more vice presidents, assistant secretaries,
assistant treasurers, and such other subordinate officers as the board of directors, the president, or such other appointing officer
deems necessary or appropriate.
5.4 Term.
Unless stated otherwise by the appointing authority, each officer shall hold office from the time of appointment until the time of
removal or resignation pursuant to Section 3.6 or until the officer’s death. Notwithstanding the foregoing, the board of
directors may change the term of office and the authority of any officer appointed by the president or other appointing officers.
Any two or more officers may be held by the same person. The officers of the Corporation shall be natural persons at least eighteen
years old.
5.5 Removal
and Resignation. Any officer appointed by the board of directors or pursuant to Section 5.2(b) may be removed at any time by the
board of directors. Any officer appointed by the president or other appointing officer may be removed at any time by the board of
directors or by the person appointing the officer. Any officer may resign at any time by giving written notice of resignation to any
director (or to any director other than the resigning officer if the officer is also a director), to the president, to the secretary
or to the officer who appointed the officer. Acceptance of such resignation shall not be necessary to make it effective, unless the
notice so provides.
5.6 President.
The president shall preside at all meetings of shareholders, and the president shall also preside at all meetings of the board of
directors unless the board of directors has appointed a chairman, vice chairman, or other officer of the board and has authorized
such person to preside at meetings of the board of directors instead of the president. Subject to the direction and control of the
board of directors, the president shall be the chief executive officer of the Corporation and as such shall have general and active
management of the business of the Corporation and shall see that all orders and resolutions of the board of directors are carried
into effect. The president may negotiate, enter into and execute contracts, deeds and other instruments on behalf of the Corporation
as are necessary and appropriate to the conduct to the business and affairs of the Corporation or as are approved by the board of
directors. The president shall have such additional authority and duties as are appropriate and customary for the office of
president and chief executive officer, except as the same may be expanded or limited by the board of directors from time to
time.
5.7 Vice
President. The vice president, if any, or, if there are more than one, the vice presidents in the order determined by the board
of directors or the president (or, if no such determination is made, in the order of their appointment), shall be the officer or
officers next in seniority after the president. Each vice president shall have such authority and duties as are prescribed by the
board of directors or the president. Upon the death, absence, or disability of the president, the vice president, if any, or, if
there are more than one, the vice presidents in the order of seniority as determined above, shall have the authority and duties of
the president.
5.8 Secretary.
The secretary shall be responsible for the preparation and maintenance of minutes of the meetings of the board of directors and of
the shareholders and of the other records and information required to be kept by the Corporation under Section 7-116- 101 of the Act
and for authenticating records of the Corporation. The secretary shall also give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the board of directors, keep the minutes of such meetings, have charge of the corporate
seal and have authority to affix the corporate seal to any instrument requiring it (and, when so affixed, it may be attested by the
secretary’s signature), be responsible for the maintenance of all other corporate records and files and for the preparation
and filing of reports to governmental agencies (other than tax returns), and have such other authority and duties as are appropriate
and customary for the office of secretary, except as the same may be expanded or limited by the board of directors from time to
time.
5.9 Assistant
Secretary. The assistant secretary, if any, or, if there are more than one, the assistant secretaries shall, under the
supervision of the secretary, perform such duties and have such authority as may be prescribed from time to time by the board of
directors or the secretary. Upon the death, absence or disability of the secretary, the assistant secretary, if any, or, if there
are more than one, the assistant secretary in the order designated by the board of directors or the secretary (or, if no such
determination is made, in the order of their appointment), shall have the authority and duties of the secretary.
5.10 Treasurer.
The treasurer shall have control of the funds and the care and custody of all stocks, bonds and other securities owned by the
Corporation, and shall be responsible for the preparation and filing of tax returns. The treasurer shall receive all monies paid to
the Corporation and, subject to any limits imposed by the board of directors, shall have authority to receive receipts and vouchers,
to sign and endorse checks and warrants in the Corporation’s name and on the Corporation’s behalf, and give full
discharge for the same. The treasurer shall also have charge of disbursement of funds of the Corporation, shall keep full and
accurate records of the receipts and disbursements, and shall deposit all monies and other valuable effects in the name and to the
credit of the Corporation in such depositories as shall be designated by the board of directors. The treasurer shall have such
additional authority and duties as are appropriate and customary for the office of treasurer, except as the same may be expanded or
limited by the board of directors from time to time.
5.11 Assistant
Treasurer. The assistant treasurer, if any, or, if there are more than one, the assistant treasurers shall, under the
supervision of the treasurer, have such authority and duties as may be prescribed from time to time by the board of directors or the
treasurer. Upon the death, absence or disability of the treasurers, the assistant treasurer, if any, or if there are more than one,
the assistant treasurers in the order determined by the board of directors or the treasurer (of, if no such determination is made,
in the order of their appointment), shall have the authority and duties of the treasurer.
5.12 Compensation.
Officers shall receive such compensation for their services as may be authorized or ratified by the board of directors. Election or
appointment of an officer shall not of itself create a contractual right to compensation for services performed as such officer.
ARTICLE VI
INDEMNIFICATION
6.1 Definitions. As used in this Article VI:
(a)
“Corporations” includes any domestic or foreign entity that is a predecessor of the Corporation by reason of a merger or other
transaction in which the predecessor’s existence ceased upon consummation of the transaction.
(b)
“Director” means an individual who is or was a director of the Corporation or an individual who, while a director of the Corporation,
is or was serving at the Corporation’s request as a director, officer, partner, trustee, employee, fiduciary or agent of another
domestic or foreign corporation or other person or of an employee benefit plan. A director is considered to be serving an employee benefit
plan at the Corporation’s request if his or her duties to the Corporation also impose duties on or otherwise involve services by,
the director to the plan or to participants in or beneficiaries of the plan. “Director” includes, unless the context requires
otherwise, the estate or personal representative of a director.
(c)
“Expenses” includes counsel fees.
(d)
“Liability” means the obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty, fine, including
an excise tax assessed with respect to an employee benefit plan or reasonable expenses.
(e)
“Official capacity” means, when used with respect to a director, the office of director in the Corporation and, when used
with respect to a person other than a director as contemplated in Section 6.7, the office in the Corporation held by the officer or the
employment, fiduciary or agency relationship undertaken by the employee, fiduciary or agent on behalf of the Corporation. “Official
capacity” does not include service for any other domestic or foreign corporation or other person or employee benefit plan.
(f)
“Party” includes a person who was, is or is threatened to be made, a named defendant or respondent in a proceeding.
(g)
“Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative and whether formal or informal.
6.2 Authority to Indemnify Directors.
(a) Except
as provided in Section 6.2(d), the Corporation shall indemnify a person made a party to a proceeding because the person is or was a director
against liability incurred in the proceeding if:
(i) The person conducted
himself or herself in good faith; and
(ii) The person
reasonably believed:
(A)
In the case of conduct in an official capacity with the Corporation, that his or her conduct was in the Corporation’s best interests;
and
(B)
In all other cases, that his or her conduct was at least not opposed to the Corporation’s best interests; and
(iii) In
the case of any criminal proceeding, the person had no reasonable cause to believe his or her conduct was unlawful.
(b) A
director’s conduct with respect to any employee benefit plan for a purpose the director reasonably believed to be in the interests
of the participants in or beneficiaries of the plan is conduct that satisfies the requirement of Section 6.2(a)(ii)(B). A director’s
conduct with respect to an employee benefit plan for a purpose that the director did not reasonably believe to be in the interests of
the participants in or beneficiaries of the plan shall be deemed not to satisfy the requirements of Section 6.2(a)(i).
(c) The
termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct described in this Section 6.2.
(d) Except
to the extent authorized by a court as provided in Section 6.5, the Corporation may not indemnify a director under this Section 6.2:
(i)
In connection with a proceeding by or in the right of the Corporation in which the director was adjudged liable to the Corporation; or
(ii)
In connection with any other proceeding charging that the director derived an improper personal benefit, whether or not involving action
in an official capacity, in which proceeding the director was adjudged liable on the basis that he or she derived an improper personal
benefit.
(e) Indemnification
permitted under this Section 6.2 in connection with a proceeding by or in the right of the Corporation is limited to reasonable expenses
incurred in connection with the proceeding.
6.3 Mandatory
Indemnification of Directors. The Corporation shall indemnify a person who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which the person was a party because the person is or was a director, against reasonable expenses
incurred by him or her in connection with the proceeding.
6.4 Advance of Expenses to Directors.
(a) The
Corporation shall pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final
disposition of the proceeding if:
(i) The
director furnishes to the Corporation a written affirmation of the director’s good faith belief that he or she has met the standard
of conduct described in Section 6.2.
(ii)
The director furnishes to the Corporation a written undertaking, executed personally or on the director’s behalf, to repay the advance
if it is ultimately determined that he or she did not meet the standard of conduct; and
(iii)
A determination is made that the facts then known to those making the determination would not preclude indemnification under this Article
VI.
(b)
The undertaking required by Section 6.4(a)(ii) shall be an unlimited general obligation of the director but need not be secured and may
be accepted without reference to financial ability to make repayment.
(c)
Determinations and authorizations of payments under this Section 6.4 shall be made in the manner specified in Section 6.6.
6.5 Court-Ordered
Indemnification of Directors. A director who is or was a party to a proceeding may apply for indemnification to the court
conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any
notice the court considers necessary, may order indemnification in the following manner:
(a)
If it determines that the director is entitled to mandatory indemnification under Section 6.3, the court shall order indemnification,
in which case the court shall also order the Corporation to pay the director’s reasonable expenses incurred to obtain court-ordered
indemnification.
(b)
If it determines that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether
or not the director met the standard of conduct set forth in Section 6.2(a) or was adjudged liable in the circumstances described in Section
6.2(d), the court may order such indemnification as the court deems proper; except that the indemnification with respect to any proceeding
in which liability shall have been adjudged in the circumstances described in Section 6.2(d) is limited to reasonable expenses incurred
in connection with the proceeding and reasonable expenses incurred to obtain court ordered indemnification.
6.6 Determination and Authorization of Indemnification
of Directors.
(a) Except
to the extent authorized by a court as provided in Section 6.5, the Corporation shall not indemnify a director under Section 6.2 unless
authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances
because the director has met the standard of conduct set forth in Section 6.2. The Corporation shall not advance expenses to a director
under Section 6.4 unless authorized in the specific case after written affirmation and undertaking required by Section 6.4(a)(i) and 6.4(a)(ii)
are received and the determination required by Section 6.4(a)(iii) has been made.
(b) The determinations
required by Section 6.6(a) shall be made:
(i)
By the board of directors by a majority vote of those present at a meeting at which a quorum is present, and only those directors not
parties to the proceeding shall be counted in satisfying the quorum; or
(ii)
If a quorum cannot be obtained, by a majority vote of a committee of the board of directors designated by the board of directors, which
committee shall consist of two or more directors not parties to the proceeding; except that directors who are parties to the proceeding
may participate in the designation of directors for the committee.
(c) If
a quorum cannot be obtained as contemplated in Section 6.6(b)(i), and a committee cannot be established under Section 6.6(b)(ii), or
even if a quorum is obtained or a committee is designated, if a majority of the directors constituting such quorum or such committee
so directs, the determination required to be made by Section 6.6(a) shall be made.
(i)
By independent legal counsel selected by a vote of the board of directors or the committee in the manner specified in Section 6.6(b)(i)
or 6.6(b)(ii), or, if a quorum of the full board cannot be obtained and a committee cannot be established, by independent legal counsel
selected by a majority vote of the full board of directors; or
(ii)
By the shareholders.
(d)
Authorization of indemnification and advance of expenses shall be made in the same manner as the determination that indemnification or
advance of expenses is permissible; except that, if the determination that indemnification or advance of expenses is required or permissible
is made by independent legal counsel, authorization of indemnification and advance of expenses shall be made by the body that selected
such counsel.
6.7 Indemnification of Officers, Employees, Fiduciaries
and Agents.
(a)
The Corporation may indemnify and advance expenses to an officer to the same extent as a director.
(b)
The Corporation may indemnify and advance expenses to an employee, fiduciary or agent of the Corporation to the same extent as to a director.
(c)
The Corporation may also indemnify and advance expenses to an officer, employee, fiduciary or agent who is not a director to a greater
extent than is provided in these bylaws, if not inconsistent with public policy, and if provided for by general or specific action of
its board of directors of shareholders or by contract.
6.8 Insurance.
The Corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary or
agent of the Corporation or who, while a director, officer, employee, fiduciary or agent of the Corporation, is or was serving at
the request of the Corporation as a director, partner, officer, employee, fiduciary or agent of another domestic or foreign
corporation or other person or of an employee benefit plan, against liability asserted against or incurred by the person in that
capacity or arising from his or her status as a director, officer, employee, fiduciary or agent, whether or not the Corporation
would have power to indemnify the person against the same liability under Sections 6.2, 6.3, or 6.7. Any such insurance may be
procured from any insurance company designated by the board of directors, whether such insurance company is formed under the laws of
this state or any other jurisdiction of the United States or elsewhere, including any insurance company in which the Corporation has
an equity or any other interest through stock ownership or otherwise.
6.9 Notice
to Shareholders of Indemnification of Director. If the Corporation indemnifies or advances expenses to a director under this
Article VI in connection with a proceeding by or in the right of the Corporation, the Corporation shall give written notice of the
indemnification or advance to the shareholders with or before the notice of the next shareholders meeting. If the next shareholder
action is taken without a meeting at the instigation of the board of directors, such notice shall be given to the shareholders at or
before the time the first shareholder signs a writing consenting to such action.
ARTICLE VII
SHARES
7.1 Certificates.
Certificates representing shares of the capital stock of the Corporation shall be in such form as is approved by the board of
directors and shall be signed by the chairman or vice chairman of the board of directors (if any), or the president or any vice
president, and by the secretary or an assistant secretary or the treasurer or an assistant treasurer. All certificates shall be
consecutively numbered, and the names of owners, the number of shares and the date of issue shall be entered on the books of the
Corporation. Each certificate representing shares shall state upon its face;
(a)
that the Corporation is organized under the laws of the State of Colorado;
(b)
the name of the person to whom the shares are issued;
(c)
the number and class of the shares and the designation of the series, if any, that the certificate represents;
(d)
the par value, if any, of each share represented by the certificate;
(e)
on the front or the back, (i) a summary of the designations, preferences, limitations and relative rights applicable to each class, the
variations in preferences, limitations and rights determined for each series, and the authority of the board of directors to determine
variations for future classes or series; or (ii) a conspicuous statement that the Corporation will furnish to the shareholder, on request
in writing and without charge, information concerning the designations, preferences limitations and relative rights applicable to each
claim, the variations in preferences, limitations and rights determined for each series, and the authority of the board of directors to
determine variations for future classes or series; and
(f)
any restrictions imposed by the Corporation upon the transfer of the shares represented by the certificate.
7.2 Facsimile
Signatures. Where a certificate is signed (a) by a transfer agent other than the Corporation or its employee, or (b) by a
registrar other than the Corporation or its employee, any or all of the officers’ signatures on the certificate required by
Section 7.1 may be by facsimile. If any officer, transfer agent or registrar who has signed, or whose facsimile signature or
signatures have been placed upon, any certificate, shall cease to be such officer, transfer agent or registrar, whether because of
death, resignation or otherwise, before the certificate is issued by the Corporation, it may nevertheless be issued by the
Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.
7.3 Transfers
of Shares. Transfers of shares shall be made on the books of the Corporation only upon presentation of the certificate or
certificates representing such shares properly endorsed by the person or persons appearing upon the face of such certificate to be
the owner, or accompanied by a proper transfer or assignment separate from the certificates except as may otherwise be expressly
provided by the statutes of the State of Colorado or by order of a court of competent jurisdiction. The officers or transfer agents
of the Corporation may, in their discretion, require a signature guaranty before making any transfer. Except to the extent the
Corporation otherwise provides pursuant to Section 7.5 and except for the assertion of dissenters’ rights to the extent
provided in Article 113 of the Act, the Corporation shall be entitled to treat the person in whose name any shares are registered on
its books as the owner of those shares for all purposes and shall not be bound to recognize any equitable or other claim or interest
in the shares on the part of any other person, whether or not the Corporation shall have notice of such claim or interest.
7.4 Uncertificated
Shares. Notwithstanding the foregoing provisions of this Article VII, the board of directors may provide by resolution that some
or all of any or all classes and series of its shares shall be uncertificated shares, provided that such resolution shall not apply
to shares represented by a certificate until such certificate is surrendered to the Corporation. Except as otherwise provided by
statute, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of
certificates representing shares of the same class and series shall be identical.
7.5 Shares
Held for Account of Another. The board of directors may adopt by resolution a procedure whereby a shareholder of the Corporation
may certify in writing to the Corporation that all or a portion of the shares registered in the name of such shareholder are held
for the account of a specified person or persons. The resolution shall set forth:
(a)
the clarification of shareholders who may certify;
(b)
the purpose or purposes for which the certification may be made;
(c)
the form of certification and the information to be contained therein;
(d)
if the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or the closing
of the stock transfer books within which the certification must be received by the Corporation; and
(e)
such other provisions with respect to the procedure as are deemed necessary or desirable. Upon receipt by the Corporation of a certification
complying with the procedure, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the
certification, to be the holders of record of the number of shares specified in place of the shareholder making the certification.
ARTICLE VIII
GENERAL
8.1 Corporate
Seal. The board of directors may adopt a seal, circular in form and bearing the name of the Corporation and the words
“SEAL” and “COLORADO,” - which, when adopted, shall constitute the seal of the Corporation. The seal may be
used by causing it or a facsimile of it to be impressed, affixed, manually reproduced or rubber stamped with indelible ink.
8.2 Fiscal
Year. The board of directors may, by resolution, adopt a fiscal year for the Corporation.
8.3 Receipt
of Notices by the Corporation. Notices, shareholder writings consenting to an action, and other documents or writings shall be
deemed to have been received by the Corporation when they are received:
(a)
at the registered office of the Corporation in the State of Colorado;
(b)
at the principal office of the Corporation (as that office is designated in the most recent document filed by the Corporation with the
Secretary of State for the State of Colorado designating a principal office) addressed to the attention of the secretary of the Corporation;
(c)
by the secretary of the Corporation wherever the secretary may be found; or
(d)
by any other person authorized from time to time by the board of directors, the president or the secretary to move such writings, when
such person is found.
8.4 Amendment
of Bylaws. These Bylaws may at any time and from time to time be amended, supplemented or repealed by the board of directors or
the shareholders of the Corporation.
The undersigned, being the
duly elected Secretary of DBSD Corporation, hereby certifies that the foregoing Bylaws were duly adopted by the Board of Directors
of the Corporation on November 1, 2022.
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/s/ Brandon Ehrhart |
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Brandon Ehrhart, Secretary |
Signature
Page to Corporate Bylaws
