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ARTICLE I -- OFFICES
The principal office of the corporation in the State of Colorado shall be located in the Town of Guffey, also known as Freshwater, County of Park. The corporation may have such other offices, either within or without the State of incorporation as the board of directors may designate or as the business of the corporation may from time to time require.
ARTICLE II - BOARD OF DIRECTORS
1. GENERAL POWERS.
The business and affairs of the corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this State.
2. NUMBER, TENURE AND QUALIFICATIONS.
(a) The number of directors shall be determined from time to time by a unanimous vote of the sitting board of directors.
(b) The directors shall hold office for a period of one year. Elections shall be held annually at a regular meeting of tle board of directors.
(c) The qualifications of a prospective board member will be determined by the sitting board of directors based on the candidate's propensity to contribute to the welfare of the corporation.
3. REGULAR MEETINGS.
The directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.
4. SPECIAL MEETINGS.
Special meetings of the directors may be called by or at the request of the Chairman or any two directors. The person or persons authorized to call special meetings of the directors may fix the place for holding any special meeting of the directors called by them.
Notice of any special meeting shall be given at least seven (7) days previously thereto by written notice delivered personally or mailed to each director at his or her regular mailing address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
At any meeting of the directors, plurality of the duly elected members shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, the meeting may be adjourned from time to time without further notice.
7. MANNER OF ACTING.
The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the directors.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of the majority of the directors then in office, although less than a quorum exists, vacancies occurring by reason of removal of directors without cause shall be filled by vote of the directors. A director elected to fill a vacancy caused by resignation, death or removal shall he elected to hold office for the unexpired term of his or her predecessor.
9. REMOVAL OF DIRECTORS.
Any of the directors may be removed for cause by action of the board.
A director may resign at any time by giving written notice to the board, the President 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.
No compensation shall he paid to directors, as such, for their services, but by resolution of the board a fixed sum and expenses for actual attendance at each regular or special meeting or the hoard may be authorized. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
12. PRESUMPTION OF ASSENT.
A director of the corporation who is present at a meeting of the directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent of such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
The Company will indemnify its officers and directors to the fullest extent allowed by the laws of the State of Colorado for actions taken or omitted in the course of the duties of officers and directors of the Company as such.
l4. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution, may designate from among its members an executive committee and other committees, each consisting of three or more directors. Each such committee shall serve at the pleasure of the board.
ARTICLE lll OFFICERS
The officers of the corporation shall be a president, a vice-president, a secretary, treasurer, and a historian, each of whom shall be elected by the directors, Such other officers and assistant officers as may be deemed necessary may he elected or appointed by the directors.
2. ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the directors shall be elected annually at a regular meeting of the hoard of directors. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she resigns or shall have been removed in the manner hereinafter provided.
Any officer or agent elected or appointed by the directors may be removed by the directors whenever in their judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
A vacancy in any office because of health, resignation, removal, disqualification or otherwise, may he filled by the directors for the unexpired portion of the term.
The president shall be the principal executive officer of the corporation and, subject to the control of the directors, shall in general supervise and control all of the business and affairs of the corporation. He or she shall, when present, preside at all meetings of the directors, any deeds, mortgages, bonds, contracts, or other instruments which the directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the directors or by these by-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the directors from time to time.
In the absence of the president or in the event of his or her death, inability or refusal to act, the vice-president shall perform the duties of the president , and when so acting, shall have all the powers of and be subject to all restrictions upon the President. The vice-president shall perform such other duties as from time to time may be assigned to him or her by the president or by the directors.
The secretary shall keep the minutes of the directors meetings in one or more books provided for that purpose, see that all notices are fully given in accordance with the provisions of these by-laws or as required, be custodian of the corporate records and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president or by the directors.
If required by the directors, the treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the directors shall determine. He or she shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for money due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such bank, trust companies or other depositories as shall be selected in accordance with these by-laws and in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the president or by the directors.
The historian shall be responsible for maintaining all corporation archives. He or she will perform such other duties as from time to time may be assigned to him or her by the president or by the directors.
ARTICLE IV -- CONTRACTS, LOANS, CHECKS AND DEPOSITS
The directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the directors. Such authority may be general or confined to specific instances.
3. CHECKS, DRAFTS, ETC.
All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents, of the corporation and in such a manner as shall from time to time be determined by resolution of the directors.
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the directors may select.
ARTICLE V -- FISCAL YEAR.
The fiscal year of the corporation shall begin on the first day of January in each year.
The undersigned officers of the Corporation do hereby certify that these by-laws were adopted on the 16th day of March, 1988 in the manner prescribed by the Colorado Nonprofit Corporation Act by a quorum of members present at the meeting, and they received a unanimous vote.
Judith A. Custer, President ________________________ May 18, 1988
Lynn R. Lowell, Treasurer _________________________ May 18, 1988
The above Bylaws are presently in the process of being revised. To see a Red-Lined copy of the proposed revisions, click here.