The principal office of the corporation in the State of Colorado shall be located in or near Nederland, Colorado. The corporation may also have offices at such other places within or without the State of Colorado as the Board of Directors may from time to time determine or the business of the corporation may require.
Membership in the corporation shall consist of all people eighteen years of age or older who are paid up in the fees assessed by the Board.
3-1. Board of Directors. The business of the corporation shall be managed by a Board of Directors, consisting of at least three (3) and not more than seven (7) members who need not be residents of the State of Colorado. In managing the business of the corporation, the Board must notify the membership of any contemplated substantive action and seek majority approval. The contemplated action shall not proceed without such approval. The definition of a "substantive action" includes only the following:
1) Any action involving changes in the by-laws (see Article Eight).
2) Any action involving the commitment of two thousand dollars or more.
3) Any change of officers or membership of the Board of Directors.
4) Any action declared "substantive" by a majority of the Board of Directors.
Majority approval has been obtained only if the current membership has been notified of the contemplated action and a majority of those members responding in writing within ten days favor the action. If majority approval is not obtained, the Board may, if desired, resubmit the contemplated action to the membership at a later time.
3-2. Term of Directors. Each director shall hold office until his/her successor has been elected and qualified or until his/her death, resignation, or removal.
3-3. Vacancies and Newly Created Directorships. Vacancies occurring in the Board for any reason and newly created directorships resulting from an increase in the number of directors may be filled temporarily by a vote of the majority of the directors then in office although less than a quorum exists. Majority membership approval (see 3-1) is required to maintain such an appointment for a period exceeding six months.
3-4. Resignation and removal. A director may resign at any time by giving written notice to the Board or the Secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective. Any director may be removed at any time, with or without cause, either by vote of a majority of all the remaining directors at any meeting of the Board or by a majority of the membership (see 3-1).
3-5. Quorum of Directors. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business or any specified item of business.
3-6. Action of the Board of Directors. Unless otherwise. required by law, the vote of a majority of such directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board of Directors. Each director present shall have one vote.
3-7. Place and Time of Board Meetings. The Board may hold its meetings at the office of the corporation or at such other place, either within or without the State of Colorado, as it may from time to time determine. If the meeting is held without the State of Colorado, notice must be given to the Board members by certified mail not less than five days before the meeting, and such notice shall contain the date, place, and purpose of the meeting. Notice is given when deposited in the United States Mail with postage prepaid.
3-8. Regular Annual Meeting. An official meeting of the corporation membership shall be held each year prior to the end of September at a place and time designated by the Board of Directors. The Board is encouraged but not required to call meetings of the corporation more than once a year but is required to call special meetings if requested to do so by at least one third of the paid corporation membership.
3-9. Notice of Meetings of the Board, Adjournment.
3-9-1. Regular meetings of the Board may be held at such time and place as the Board shall from time to time determine. Special meetings of the Board shall be held upon notice to the directors and may be called by the President of the Board upon two days notice to each director either personally or by mail, telegraph, telephone, cable, or FAX, except as provided by Section 3-7. Special meetings shall be called by the President of the Board in a like manner at the written request of at least two directors.
3-9-2. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to other directors.
3-10. President. At all meetings of the Board of Directors, the President of the Board, if one has been elected, shall preside. In the absence of a President, the Vice-President or, in his/her absence, the next highest officer shall preside. In the event there may two or more persons of equal title, a chairperson chosen by the Board shall preside.
3-11. Committees. The Board, by resolution, may designate from among the membership of the corporation, various committees. Each such committee shall serve at the pleasure of the Board and must include at least one director.
3-12. Compensation. No compensation shall be paid to directors, as such, for their services. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
3-13. Written Consent of Directors. Proxies will not be allowed.
3-14. Debts of Corporation. The private property of the directors, officers, and incorporators of the corporation shall not be subject to payment of corporate debts to any extent whatsoever.
4-1. Officers, Election, and Term of Office.
4-1-1. The Board shall elect a President, a Vice-President, a Secretary, a Treasurer, and such other officers as are deemed necessary, which officers shall have duties, powers, and functions as hereinafter provided.
4-1-2. Officers shall be elected for a period of three years and may be re-elected for successive terms.
4-2. Removal, Resignation, and Duties
4-2-1. Any officer elected or appointed by the Board may be removed in the manner described in 3-4.
4-2-2. In the event of resignation, or removal of an officer, the Board, in its' discretion, may elect or appoint a successor to fill the unexpired term temporarily pending majority membership approval (see 3- 1) for any appointment continuing longer than six months.
4-2-3. Any two offices may be held by the same person.
4-3. President of the Board. The President of the Board, if any, shall, if present, preside at each meeting of the Board of Directors and shall be an ex officio member of all committees of the Board. S/he shall perform all such duties as may from time to time be assigned to him/her by the Board.
4-4. Vice-President. In the absence of the President or in the event of his/her death, inability, or refusal to act, the Vice-President, if any, shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned to him/her by the Board.
4-5. Secretary. The Secretary shall attend all meetings of the Board and the corporation, record all votes and minutes of all proceedings in a book or books to be kept for that purpose. S/he shall keep all the documents and records of the corporation as required by law or otherwise in a proper and safe manner (which may include in the possession of the President or some other designated member of the Board). In general, s/he shall perform all duties incident to the office of Secretary and such other duties as may be prescribed from time to time by the Board of Directors. The Board may designate a substitute to take minutes and record votes at any meeting of the board or corporation the secretary is unable to attend.
4-6. Treasurer. The Treasurer shall have custody of the corporate funds and securities and shall cause full and accurate accounts of receipts and disbursements to be kept in the corporate books. S/he shall render to the Board, at the regular meetings of the Board and whenever they require it, an account of all his/her transactions as Treasurer and of the financial condition of the corporation. The Treasurer shall be furnished, at her/his request, with such reports and statements as s/he may require from the corporate officers and agents as to all financial transactions of the corporation. In general s/he shall perform all duties incident to the office of Treasurer and such other duties as may be prescribed from time to time by the Board of Directors.
4-7. Assistant Officers. The Board my elect (or delegate to the President the power to appoint) such other officers and agents as may be necessary or desirable for the business of the corporation. Such other officers may include one or more assistant secretaries and treasurers who shall have the power and authority to act in place of the officer to whom they are elevated or appointed as an assistant in the event of the officer's inability or unavailability to act in her/his official capacity.
4-8. Sureties and Bonds. In case the Board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum with such surety or sureties as the Board may direct. The bond shall be conditioned upon the officer's or agent's faithful performance of his/her duties to the corporation and including responsibility for negligence and for the accounting for all property, funds, or securities of the corporation which may come into her/his hands.
At all meetings of the Board, the order of business, so far as practicable, shall be as follows:
1. Roll call
2. Proof of notice of meeting or waiver of notice
3. Reading and approval of unapproved minutes
4. Reports of officers and committees 5. Election of officers or directors
6. Unfinished business
7. New business
8. Adjournment
References to the articles of incorporation in these by-laws shall include all amendments thereto or changes thereof unless specifically excepted.
The fiscal year of the corporation shall be January 1 through December 31.
The by-laws may be amended, repealed, or adopted by the majority vote of the Board at any meeting called for the express purpose of amending the by-laws, provided notice is given of the meeting not less than five days before the meeting and said notice contains the date and place of the meeting and the proposed change in the by-laws; and further provided that the changes are not disapproved by a majority of the corporation members who respond to notification of the change within thirty days of notification.