Article I. Offices
1.1 PRINCIPAL OFFICE. The principal office
of the corporation in the State of Colorado shall be
located at 537 Main St., Alamosa, Colorado, 81101. The
corporation may have such other offices, either within
or without the State of Colorado as the Board of Directors
may determine or as the affairs of the corporation
may require from time to time.
1.2 REGISTERED OFFICE. The corporation
shall have and continuously maintain in the State of
Colorado a registered office and a registered agent
whose office is identical with such registered office. The
registered office may be, but need not be, identical
with the principal office in the State of Colorado,
and the address of the registered office may be changed
from time to time by the Board of Directors.
Article II. Board of Directors
2.1 GENERAL POWERS. The affairs of the
corporation shall be managed by its Board of Directors.
2.2 NUMBER, ELECTION AND APPOINTMENT. The
number of Directors shall be from 5 to 9. The
Board of Directors shall be elected by the members
as provided in these Bylaws.
2.3 REGULAR MEETINGS. The Board of Directors
shall hold a regular annual meeting with the exact
time and place to be designated by the Board of Directors.
2.4 SPECIAL MEETINGS. Special meetings
of the Board of Directors may be called by any Director(s)
or by the Chairman of the Board of Directors on his/her
own initiative or at the request of a member of the
Board of Directors. The person or persons authorized
to call special meetings of the Board may fix any place,
either within or without the State of Colorado, as
the place for holding any special meeting of the Board. The
requirements of a quorum as stated in Section 2.6 shall
be applicable to any special meeting.
2.5 NOTICE. Written notice of the regular
annual meeting of the corporation shall be given at
least ten days previously thereto, delivered personally,
sent by fax, email or postal mail to each director
at his/her address as shown by the records of the corporation.
An attempt shall be made to give notice of any
special meeting to all members of the Board of Directors
either by written notice, delivered personally, sent
by fax, email or postal mail, or by telephone or other
verbal notice. The giving of notice is not a
prerequisite to the transaction of business at a special
meeting of the Board of Directors except as specified
in the following paragraph.
The Board of Directors shall not take certain
actions unless notice of the meeting at which that
action is proposed has been given at least ten days
previously thereto by written notice, delivered personally,
sent by fax, email or postal mail to each director
at his/her address as shown by the records of the corporation. If
mailed, such notice shall be deemed to be delivered
when deposited in the United States mail in a sealed
envelope so addressed, the postage thereon pre-paid. The
types of actions which require written notice are amending,
altering or repealing the Bylaws; amending the Articles
of Incorporation; restating the Articles of Incorporation;
authorizing the sale, lease, exchange or mortgage of
all or substantially all of the property and assets
of the corporation; authorizing the voluntary dissolution
of the corporation or invoking proceedings therefore;
or amending, altering or repealing any resolution of
the Board of Directors which by its terms provides
that it shall not be amended, altered or repealed without
a written notice.
Any director may waive notice of any meeting. The
attendance of a director at any 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 business because the meeting
is not lawfully called or convened. Neither the
business to be transacted, nor the purpose of, any
regular or special meeting of the board need be specified
in the notice or waiver of notice of such meeting unless
specifically required by law
2.6 QUORUM. A majority of the Board of Directors
shall constitute a quorum for the transaction of business
at any meeting of the Board; but if less than a majority
of the Directors are present at said meeting, a majority
of the Directors present may adjourn the meeting from
time to time without further notice.
2.7 MANNER OF ACTING. The act of
a majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Board
of Directors, unless the act of a greater number is
required by the Articles of Incorporation by law or
by these Bylaws.
2.8 RESIGNATION. Any director may
resign by filing a written resignation with the Secretary.
2.9 REMOVAL. Any Director may be removed
by a full two-thirds majority vote of the Board of
Directors whenever in its judgment the best interests
of the corporation would be serviced thereby, but such
removal shall be without prejudice to the contract
rights, if any, of the director so removed.
2.10 VACANCIES. Any vacancy
occurring in the Board of Directors may be filled by
the remaining members of the Board of Directors. A
director elected or appointed to fill a vacancy shall
be elected or appointed for the unexpired term of his/her
predecessor in office.
2.11 COMPENSATION. Directors as such shall
not receive any compensation for their services but
nothing herein contained shall be construed to preclude
any director from serving the corporation in any other
capacity and receiving bona fide compensation for services
actually performed.
2.12 INFORMAL ACTION BY DIRECTORS. Any
action required by law to be taken at a meeting of
Directors, or any action which may be taken at a meeting
of Directors, may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall
be signed by all the Directors.
Article III. Officers
3.0 OFFICERS. The officers of the corporation
shall be a Chair or Co-Chairs, Vice-Chair, a Secretary,
a Treasurer and such other officers as may be elected
in accordance with the provisions of this Article. The
Board of Directors may elect or appoint such other
officers, including one or more Assistant Secretaries
and one or more Assistant Treasurers, as it shall deem
desirable, such officers to have the authority and
perform the duties prescribed, from time to time, by
the Board of Directors. Any two or more offices
may be held by the same person, except the offices
of Chair or Co-Chairs and Secretary, Chair or Co-Chairs
and Vice-Chair, and Vice-Chair and Secretary.
Every effort will be made to get Valley-wide representation
on the Board of Directors. SLVEC does not discriminate on the basis of gender, race,
age, ethnic background, religion, or sexual orientation.
3.1 ELECTION AND TERM OF OFFICE. The officers
of the corporation shall be elected annually by the
Board of Directors at the regular annual meeting of
the Board of Directors. If the election of officers
shall not be held at such meeting, such election shall
be held as soon thereafter as convenient. New
offices may be created and filled at any meeting of
the Board of Directors.
The term of office shall be for 2 years with
an option for 1 term renewal.
3.3 RESIGNATION. Any officer may resign
by filing a written resignation with the Secretary
or Chair.
3.4 REMOVAL. Any officer elected or appointed
by the Board of Directors may be removed by the Board
of Directors whenever in its judgment the best interests
of the corporation would be serviced thereby, but such
removal shall be without prejudice to the contract
rights, if any, of the officer so removed. A
Board member may be removed if he/she has missed more
than 3 board meetings by a two-thirds majority vote
of the full Board.
3.5 VACANCIES. A vacancy in any office
because of death, resignation, removal, disqualification
or otherwise, may be filled by the Board or Directors
for the unexpired portion of the term.
3.6 CHAIR AND CO-CHAIRS. The Chair or
Co-Chairs shall be the principal executive officers
of the corporation. The Chair or Co-Chairs may
sign, with the Secretary or any other proper officer
of the corporation authorized by the Board of Directors,
any deeds, mortgages, bonds, contracts, or other instruments
which the Board of Directors has authorized to be executed,
except in cases when the signing and execution thereof
shall be expressly delegated by the Board of Directors
or by these Bylaws or by statute to some other officer
or agent of the corporation; and in general they shall
perform all duties incident to the office of Chair
or Co-Chairs and such other duties as may be prescribed
by the Board of Directors from time to time.
3.7 VICE-CHAIR. In the absence of the
Chair or Co-Chairs or in event of their inability or
refusal to act, the Vice-Chair, if one is appointed
by the Board of Directors, (or in the event there be
more than one Vice-Chair, the Vice-Chairs in order
of their election) shall perform the duties of the
Chair or Co-Chairs, and when so acting, shall have
all the powers of and be subject to all the restrictions
upon the Chair or Co-Chairs. Any Vice-Chair shall
perform such other duties as from time to time may
be assigned to him by the Chair or Co-Chairs or by
the Board of Directors.
3.8 TREASURER. If required by the Board
of Directors, the Treasurer shall give a bond for the
faithful discharge of his/her duties in such sum and
with such surety or sureties as the Board of Directors
shall determine. He/she shall have charge and
custody of and be responsible for all funds and securities
of the corporation; attend meetings of the Board of
Directors and submit to the Board of Directors a financial
report; receive and give receipts for monies due and
payable to the corporation from any source whatsoever,
and deposit all such monies in the name of the corporation
in such banks, trust companies or other depositories
as shall be selected in accordance with the provisions
of Article VIII of these Bylaws; and in general perform
all the duties incident to the office of Treasurer
and such other duties as from time to time may be assigned
to him/her by the Chair or Co-Chairs, or by the Board
of Directors.
3.9 SECRETARY. The Secretary shall keep
the minutes of the meetings of the Board of Directors
or any committee meeting as the Board of Directors
may direct in one or more books provided for the purpose;
see that all notices are duly given in accordance with
the provisions of these Bylaws or as required by law;
be custodian of the corporate records and of the seal
of the corporation and see that the seal of the corporation
is affixed to all documents, the execution of which
on behalf of the corporation under its seal is duly
authorized in accordance with the provisions of these
Bylaws; keep a register of the post-office address
of each member which shall be furnished to the Secretary
by such member; 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/her by the
Chair or Co-Chairs or by the Board of Directors.
3.10 ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. If
required by the Board of Directors, the Assistant Treasurers
shall give bonds for the faithful discharge of their
duties in such sums and with such sureties as the Board
of Directors shall determine. The Assistant Treasurers
and Assistant Secretaries, in general, shall perform
such duties as shall be assigned to them by the Treasurer
or the Secretary or by the Chair or Co-Chairs, or the
Board of Directors.
3.11 CHAIR OR CO-CHAIR OF THE BOARD OF
DIRECTORS. The members of the Board of Directors
by a two-thirds majority vote at any regular or special
meeting may elect and designate a Chair or Co-Chairs
of the Board of Directors. The Chair or Co-Chairs
of the Board of Directors shall supervise and control
all of the business and affairs of the corporation. The
Chair or Co-Chairs shall preside at all meetings of
the Board of Directors. The Chair or Co-Chairs
shall appoint all committee chairs and shall be ex-officio
member of all committees of the corporation. The
Chair or Co-Chairs shall represent the corporation
when necessary or whenever requested by the Board of
Directors. The term of the Chair or Co-Chairs
of the Board of Directors shall not be fixed. The
term shall be flexible to accommodate the needs of
the corporation and those of the Chair or Co-Chairs. The
Chair or Co-Chairs may resign by filing a written resignation
with the Secretary or the Board of Directors. The
Chair or Co-Chairs may be removed in the same manner
as any other officer. A vacancy in the position
of Chair or Co-Chairs may be filled in the same manner
as the vacancy of any other officer.
Article IV. Committees
4.1 EXECUTIVE COMMITTEE. There shall be
an Executive Committee which shall consist of the Chair,
Vice-Chair, if one is appointed, Secretary, Treasurer
and Chairman of the Board of Directors. The Executive
Committee shall have the authority to act on matters
which, in the judgment of the Executive Committee,
need to be acted upon prior to the expiration of a
reasonable amount of time for the Board of Directors
to meet and act. All actions taken by the Executive
Committee shall be subject to the ratification by the
Board of Directors in the next regular meeting of the
Board of Directors. The Executive Committee shall
not have the authority of the Board of Directors in
reference to amending, altering or repealing the Bylaws;
electing, appointing or removing any Director or officer
of the corporation; amending the Articles of Incorporation;
restating Articles of Incorporation; authorizing the
sale, lease, exchange or mortgage of all or substantially
all of the property and assets of the corporation;
authorizing the voluntary dissolution of the corporation
or revoking proceedings therefore; or amending, altering
or repealing any resolution of the Board of Directors
which by its terms provides that it shall not be amended,
altered or repealed by such committee. The designation
and appointment of any such committee and the delegation
thereto of authority shall not operate to relieve the
Board of Directors or any individual Director, of any
responsibility imposed upon it or him/her by law.
4.2 OTHER COMMITTEES. Other committees
of one or more persons may be appointed by the Board
of Directors.
4.3 TERM OF OFFICE. Each member of a committee
shall continue as such until his/her successor is appointed,
unless the committee is sooner terminated, or unless
such member be removed from such committee, or unless
such member shall cease to qualify as a member thereof.
4.4 COMMITTEE CHAIR. One member of each
committee shall be appointed chair by the person or
persons authorized to appoint the members thereof.
4.5 RESIGNATION. Any member of any committee
may resign by filing a written resignation with the
Secretary or Chair.
4.6 REMOVAL. Any member of any committee
may be removed by the Board of Directors whenever in
its judgment the best interests of the corporation
would be serviced thereby, but such removal shall be
without prejudice to the contract rights, if any, of
the member of the committee so removed.
4.7 VACANCIES. Vacancies in the membership
of any committee may be filled by appointments made
in the same manner as provided in the case of the original
appointments.
4.8 QUORUM. A majority of the whole
committee 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.
4.9 RULES. Each committee may adopt rules
for its own government not inconsistent with the Bylaws
or with rules adopted by the Board of Directors.
Article V. Members
5.1 CLASSES OF MEMBERS. The Board of Directors
will determine membership criteria.
5.2 VOTING RIGHTS. Voting rights of members will be determined by a two-thirds
majority vote of the Board of Directors. Other member classes’ voting
rights shall be determined by the Board of Directors.
5.3 RESIGNATION. Any member may resign
by filing a written resignation with the Secretary
or Chair.
5.4 REMOVAL. Any member may be removed
by the Board of Directors whenever in its judgment
the best interests of the corporation would be serviced
thereby, but such removal shall be without prejudice
to the contract rights, if any, of the member so removed.
5.5 REINSTATEMENT. The Board of Directors
may reinstate a former member to membership upon such
terms as the Board of Directors may deem appropriate.
5.6 TRANSFER OF MEMBERSHIP. Membership
in this corporation is not transferable or assignable.
Article VI. Meetings of
Members
6.1 ANNUAL MEETING. An annual meeting
of the members shall be held at a time and place designated
by the Board of Directors for the purpose of electing
Directors and for the transaction of such other business
as may come before the meeting. If the election
of Directors shall not be held on the day designated
herein for any annual meeting, or at any adjournment
hereof, the Board of Directors shall cause the election
to be held at a special meeting of the members as soon
thereafter as conveniently may be.
6.2 SPECIAL MEETINGS. Special meetings
of the members may be called by the Chairman, the Board
of Directors, or not less than one-tenth of the members
upon request in writing to the Chairman.
6.3 PLACE OF MEETING. The Board of Directors
may designate any place, either within or without the
State of Colorado as the place of meeting for any annual
meeting or for any special meeting called by the Board
of Directors. However, if all of the members
shall meet at any time and place, either within or
without the State of Colorado, and consent to the holding
of a meeting, such meeting shall be valid without call
of notice, and at such meeting any corporate action
may be taken.
6.4 NOTICE OF MEETINGS.
(a) Written
notice stating the place, day and hour of any meeting
of members shall be delivered, either personally, by
fax, email or postal mail, to each member entitled
to vote at such meeting, not less than 10 nor more
than 30 days before the date of such meeting, by or
at the direction of the Chairman, 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 Bylaws, the purpose or purposes for which
the meeting is called shall be stated in the notice. If
mailed, the notice of a meeting shall be deemed to
be delivered when deposited in the United States mail
addressed to the member at his/her address as it appears
on the records of the corporation, with postage thereon
prepaid.
(b) Alternate Notice. Members may also
be served by publishing notice of said meeting time
and place for at least two consecutive weeks in a publication
of general circulation in the San Luis Valley which
first publication shall be at least two weeks prior
to said meeting.
6.5 INFORMAL ACTION BY MEMBERS. Any action
required by law to be taken at a meeting of the members,
or any action which may be taken at a meeting of members,
may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed
by the majority of the members entitled to vote with
respect to the subject matter thereof.
6.6 QUORUM. The members holding ten percent
(10%) of the votes which may be cast at any meeting
shall constitute a quorum at such meeting. If
a quorum is not present at any meeting of members,
a majority of the members present may adjourn the meeting
from time to time without further notice.
6.7 MANNER OF ACTING. A majority of the
votes entitled to be cast on a matter to be voted upon
by the members present at a meeting at which a quorum
is present shall be necessary for the adoption thereof
unless a greater proportion is required by law or by
these Bylaws.
Article VII. Dues
There may be fees and/or dues payable to the
Corporation by the members as determined by the Board
of Directors.
Article VIII. Contracts, Checks, Deposits
and Funds
8.1 CONTRACTS. The Board of Directors
may authorize any officer or officers, agent or agents
of the corporation, in addition to the officers so
authorized by these Bylaws, 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 confirmed to specific instances.
8.2 CHECK, DRAFTS, ETC. All checks, drafts or
orders for the payment of money, notes or other evidences
of indebtedness issued in the name of the corporation,
shall be signed by two members of the Board of Directors
or a combination of at least one board member and one
staff person. All efforts will be made to not
have a staff person sign their own check.
Article IX. Books and Records
The corporation shall keep correct and complete
books and records of account and shall also keep minutes
of the proceedings of its members, Board of Directors,
and committees having any of the authority of the Board
of Directors, and shall keep a record giving the names
and addresses of the members entitled to vote. All
books and records of the corporation may be inspected
by any member, or his/her agent or attorney, for any
proper purpose at any reasonable time.
Article X. Fiscal Year
The fiscal year of the corporation shall begin
on the first day of September and end on the last day
of August the next year.
Article XI. Seal
The Board of Directors shall provide for a corporate
seal.
Article XII. Waiver of Notice
Whenever any notice is required to be given
under the provisions of the Articles of Incorporation
or the Bylaws of the corporation, 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
such notice.
Article XIII. Non- Discrimination Clause
The San Luis Valley Eco-system Council (SLVEC) is
committed to involving community volunteers, serving
projects and appointing staff and board members on
a non-discrimination
basis. SLVEC is committed to provide the officers, directors, employees,
volunteers, and clients of this corporation shall be selected and treated entirely
on a non-discriminatory basis with respect to age, sex, race, religion, national
origin, sexual orientation, creed, color, ancestry, marital status, or mental
or physical handicap.
Article XIV. Amendments to Bylaws
These Bylaws may be amended by a two-thirds
majority vote of the Board of Directors present at
a regular or special meeting provided that a written
notice stating the proposed amendment(s) shall be sent
to each member at least ten days prior to said meeting. However,
no amendment shall be adopted which does not conform
to the purposes of the corporation as stated in Article
III of the Articles of Incorporation of the corporation,
as limited by Articles IV and IX of those Articles
of Incorporation.
The foregoing Bylaws were approved and adopted
by the Board of Directors of San Luis Valley Ecosystem
Council at its meeting held in Alamosa, Colorado on
January 9, 1999.
___________________________________
________________________________,
Secretary
|
