Bylaws of the International Society of Media, Religion and Culture
- OFFICES
- Business Offices
- Registered Office
- MEMBERS
- BOARD OF DIRECTORS
- General Powers
- Qualifications, Number, Appointment and Tenure
- Qualifications
- Number
- Appointed Directors
- Ex Officio Directors
- Resignation; Removal; Vacancies
- Biennial Meeting
- Regular Meetings
- Special Meetings
- Notice of Meetings
- Requirements
- Waiver of Notice
- Deemed Assent
- Quorum and Voting
- Voting by Proxy
- Compensation
- Committees
- Executive Committee
- Nominating Committee
- Finance Committee
- Development Committee
- Biennial Conference Committee
- Membership Committee
- Advisory Boards
- Meetings by Telephone
- Action Without a Meeting
- OFFICERS AND AGENTS
- Designation and Qualifications
- Election and Term of Office
- Compensation
- Removal
- Vacancies
- Authority and Duties of Officers
- President
- Vice-Presidents
- Executive Director
- Secretary
- Treasurer
- Surety Bonds
- FIDUCIARY MATTERS
- Indemnification
- Scope of Indemnification
- Savings Clause; Limitation
- General Standards of Conduct for Directors and Officers
- Discharge of Duties
- Reliance on Information, Reports, Etc
- Liability to Corporation or Its Members
- Director Not Deemed to Be a “Trustee”
- Conflicts of Interest
- Definition
- Disclosure
- Approval of Conflicting Interest Transactions
- Liability of Directors for Unlawful Distributions
- Liability to Corporation
- Contribution
- Loans to Directors and Officers Prohibited
- Indemnification
- RECORDS OF THE CORPORATION
- Minutes, Etc.
- Accounting Records
- Membership List
- Records In Written Form
- Records Maintained at Principal Office
- AMENDMENT OF BYLAWS
- Amendment of Bylaws by Board of Directors
- MISCELLANEOUS
- Fiscal Year
- Conveyances and Encumbrances
- Designated Contributions
- References to Internal Revenue Code
- Principles of Construction
- Severability
1. OFFICES
A. Business Offices
The initial principal office of the International Society for Media, Religion and Culture (hereinafter “corporation” or “ISMRC”) corporation shall be as stated in the articles of incorporation. The corporation may at any time and from time to time change the location of its principal office. The corporation may have such other offices, either within or outside Colorado, as the board of directors may designate or as the affairs of the corporation may require from time to time.
B. Registered Office
The registered office required by the Colorado Revised Nonprofit Corporation Act (the “Act”) to be maintained in Colorado may be changed from time to time by the board of directors or by the officers of the corporation, or to the extent permitted by the Act by the registered agent of the corporation, provided in all cases that the street addresses of the registered office and of the business office or home of the registered agent of the corporation are identical.
2. MEMBERS
The corporation does not have any voting members.
The board of directors may determine whether or not the corporation will have non-voting members and if the board determines to include such membership in the corporation will amend these bylaws to include, but not limited to, the following considerations:
- The classification, qualification, privileges and election of members;
- Dues, if any;
- Suspension and termination of membership;
- Transfer of membership;
- Meetings of members, including annual meeting, special meetings. Place of meeting, notice of meetings, quorum and actions of members;
- Committees;
- Actions without a meeting; and
- Any other member related provisions the board of directors deems appropriate.
3. BOARD OF DIRECTORS
A. General Powers
Except as otherwise provided in the Act, the articles of incorporation or these bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed by, its board of directors.
B. Qualifications, Number, Appointment and Tenure.
- Qualifications
Each director must be a natural person who is eighteen years of age or older. A director need not be a resident of Colorado.
- Number
The number of directors of the corporation shall be from 9 to 12, as determined by the members or the board of directors from time to time. Any action of board of directors to change the number of directors to a number outside the range specified in the preceding sentence, whether expressly by resolution or by implication through the election of additional directors, shall constitute an amendment of these bylaws expanding the range of the number of directors, provided such action otherwise satisfies the requirements for amending these bylaws as provided in the Act, the articles of incorporation or these bylaws.
C. Appointed Directors
All directors shall be appointed by the existing board of directors (the “Appointed Director(s)”). Generally appointment of directors shall take place at the time of each biennial meeting, but may be done at a time and place determined by the directors in the event of the expiration of a director’s term, or upon a director’s death, resignation or removal. Each director so appointed shall hold office until the end of the term for which the director was appointed and thereafter until such director’s successor shall have been appointed and qualified, or until such director’s earlier death, resignation or removal.
D. Ex Officio Directors
Each of the persons serving in the following offices or capacities shall automatically be a nonvoting director of the corporation, unless such person is also an appointed voting member of the board of directors, so long as such person continues to serve in such office or capacity, and: President; and Executive Director.
E. Resignation; Removal; Vacancies
Any director may resign at any time by giving written notice to the president or to the secretary of the corporation. A director’s resignation shall take effect at the time specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. A director shall be deemed to have resigned in the event of such director’s incapacity as determined by a court of competent jurisdiction. Any director may be removed at any time, with or without cause, by the affirmative vote of a majority of the other directors then in office. A director appointed or designated to fill a vacancy shall hold the office for the unexpired term of such director’s predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office, and a director so chosen shall hold office until the next election of directors and thereafter until such director’s successor shall have been elected and qualified, or until such director’s earlier death, resignation or removal. A vacancy that will occur at a specific later date may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.
F. Biennial Meeting
A biennial meeting shall be held at the time and place as determined 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 the biennial meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting as soon thereafter as conveniently may be. Failure to hold an annual meeting as required by these bylaws shall not work a forfeiture or dissolution of the corporation or invalidate any action taken by the board of directors or officers of the corporation.
G. Regular Meetings
The board of directors may provide by resolution the time and place, for the holding of regular meetings.
H. Special Meetings
Special meetings of the board of directors may be called by or at the request of the president or any 3 directors. The person or persons authorized to call special meetings of the board of directors may fix the time and place, for holding any special meeting of the board called by them.
I. Notice of Meetings
- Requirements
Notice of each meeting of the board of directors stating the date, time and place of the meeting shall be given to each director at such director’s business or residential address at least five days prior thereto by the mailing of written notice by first class, certified or registered mail, or at least two days prior thereto by personal delivery or private carrier of written notice or by telephone, facsimile, electronic transmission or any other form of wire or wireless communication (and the method of notice need not be the same as to each director). Written notice, if in a comprehensible form, is effective at the earliest of: (i) the date received; (ii) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with first class postage affixed; and (iii) the date shown on the return receipt, if mailed by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. Oral notice is effective when communicated in a comprehensible manner. If transmitted by facsimile, electronic transmission or other form of wire or wireless communication, notice shall be deemed to be given when the transmission is complete.
- Waiver of Notice
A director may waive notice of any meeting before or after the time and date of the meeting stated in the notice. Except as otherwise provided in this Section, the waiver shall be in writing and signed by the director entitled to the notice. Such waiver shall be delivered to the corporation for filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver. A director’s attendance at or participation in a meeting waives any required notice to that director of the meeting unless: (i) at the beginning of the meeting or promptly upon the director’s 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; or (ii) if special notice was required of a particular purpose pursuant to the Act or these bylaws, the director objects to transacting business with respect to the purpose for which such special notice was required and does not thereafter vote for or assent to action taken at the meeting with respect to such purpose.
J. Deemed Assent
A director of the corporation who is present at a meeting of the board of directors when corporate action is taken is deemed to have assented to all action taken at the meeting unless (i) the director objects at the beginning of the meeting, or promptly upon the director’s 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; or (ii) the director contemporaneously requests the director’s dissent or abstention as to any specific action taken be entered in the minutes of the meeting; or (iii) the director causes written notice of the director’s dissent or abstention as to any specific action to be received by the presiding officer of the meeting before the adjournment thereof or by the corporation promptly after the adjournment of the meeting. Such right of dissension or abstention is not available to a director who votes in favor of the action taken.
K. Quorum and Voting
A majority of the directors in office immediately before a meeting begins shall constitute a quorum for the transaction of business at any meeting of the board of directors, and the vote of a majority of the directors present in person at a meeting at which a quorum is present shall be the act of the board of directors, unless otherwise required by the Act, the articles of incorporation or these bylaws. If less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than an announcement at the meeting, until a quorum shall be present.
L. Voting by Proxy
For purposes of determining a quorum with respect to a particular proposal, and for purposes of casting a vote for or against a particular proposal, a director may be deemed to be present at a meeting and to vote if the director has granted a signed written proxy to another director who is present at the meeting, authorizing the other director to cast the vote that is directed to be cast by the written proxy with respect to the particular proposal that is described with reasonable specificity in the proxy. Except as provided in this Section—Voting by Proxy, and as permitted by Section — Action Without a Meeting, directors may not vote or otherwise act by proxy.
M. Compensation
Directors shall not receive compensation for their services as such; however, the reasonable expenses of directors of attendance at board meetings may be paid or reimbursed by the corporation. Directors shall not be disqualified to receive reasonable compensation for services rendered to or for the benefit of the corporation in any other capacity.
N. Committees
By one or more resolutions adopted by the vote of a majority of the directors present in person at a meeting at which a quorum is present, the board of directors may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in the resolution establishing such committee, shall have and may exercise all of the authority of the board of directors, except as prohibited by the Act. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility or standard of conduct imposed by law or these bylaws. Rules governing procedures for meetings of any committee shall be the same as those set forth in these bylaws or the Act for the board of directors unless the board or the committee itself determines otherwise. The following committees may be established by the board of directors:
- Executive Committee
The Executive Committee of the board of directors shall consist of at least three (3) directors designated by the board of directors. Only directors of the corporation may be members of the Executive Committee. The Executive Committee shall have all of the power and authority of the board of directors between meetings of the board, except as prohibited by the Act.
- Nominating Committee
The Nominating Committee shall consist of from 3 to 5 directors designated by the board of directors. Each year the Nominating Committee shall nominate candidates to fill the vacancies on the board of directors which arise as a result of the expiration of terms or otherwise. The list of nominated candidates shall be presented to the board not less than 30 days prior to the date of election of the directors. The Nominating Committee shall actively solicit input on potential nominees from the general public, those participating in ISMRC conferences and programs, and those in the academic community.
- Finance Committee
The Finance Committee of the corporation shall consist of from 3 to 5 directors designated by the board of directors. The Finance Committee shall be responsible for the oversight of all of the corporation’s financial affairs and of investments made by the corporation and shall verify that investments are made in accordance with the investment policies and guidelines of the corporation. The Finance Committee, or a subcommittee thereof, shall also serve as the audit committee.
- Development Committee
The Development Committee of the corporation shall consist of from 3 to 5 directors designated by the board of directors. The Development Committee shall be responsible for guiding and reviewing the fund-raising, grant solicitation, marketing and promotion of the corporation and the development of a sound financial base for the corporation’s programs and activities.
- Biennial Conference Committee
The Conference Committee of the corporation shall consist of from 3 to 5 directors designated by the board of directors. The Biennial Conference Committee shall be responsible for planning, organizing, and conducting ISMRC biennial conferences.
- Membership Committee
The Membership Committee of the corporation shall consist of from 3 to 5 directors designated by the board of directors. The Membership Committee shall be responsible for developing membership criteria and policies for the corporation and providing its recommendations to the board of directors.
O. Advisory Boards
The board of directors may from time to time form one or more advisory boards, committees, auxiliaries or other bodies composed of such members, having such rules of procedure, and having such chair, as the board of directors shall designate. The name, objectives and responsibilities of each such advisory board, and the rules and procedures for the conduct of its activities, shall be determined by the board of directors. An advisory board may provide such advice, service, and assistance to the corporation, and carry out such duties and responsibilities for the corporation as may be specified by the board of directors; except that, if any such committee or advisory board has one or more members thereof who are entitled to vote on committee matters and who are not then also directors, such committee or advisory board may not exercise any power or authority reserved to the board of directors by the Act, the articles of incorporation or these bylaws. Further, no advisory board shall have authority to incur any corporate expense or make any representation or commitment on behalf of the corporation without the express approval of the board of directors or the president of the corporation.
P. Meetings by Telephone
Members of the board of directors or any committee thereof 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.
Q. Action Without a Meeting
- Any action required or permitted to be taken at a meeting of the board of directors or any committee thereof may be taken without a meeting if each and every member of the board or committee in writing either: (i) votes for such action; (ii) votes against such action; or (iii) abstains from voting. Each director or committee member who delivers a writing described in this Section to the corporation shall be deemed to have waived the right to demand that action not be taken without a meeting.
- Action is taken under this Section only if the affirmative vote for such action equals or exceeds the minimum number of votes that would be necessary to take such action at a meeting at which all of the directors then in office were present and voted.
- No action taken pursuant to this Section shall be effective unless writings describing the action taken and otherwise satisfying the requirements of Subsection (1) above, signed by all directors and not revoked pursuant to Subsection (4) below, are received by the corporation. Any such writing may be received by the corporation by electronically transmitted facsimile or other form of wire or wireless communication providing the corporation with a complete copy of the document, including a copy of the signature on the document. Action taken pursuant to this Section shall be effective when the last writing necessary to effect the action is received by the corporation unless the writings describing the action taken set forth a different effective date.
- Any director who has signed a writing pursuant to this Section may revoke such writing by a writing signed and dated by the director describing the action and stating that the director’s prior vote with respect thereto is revoked, if such writing is received by the corporation before the last writing necessary to effect the action is received by the corporation.
- Action taken pursuant to this Section has the same effect as action taken at a meeting of directors and may be described as such in any document.
- All signed written instruments necessary for any action taken pursuant to this Section shall be filed with the minutes of the meetings of the board of directors.
4. OFFICERS AND AGENTS
A. Designation and Qualifications
The elected officers of the corporation shall be a president, one or more vice-presidents, a secretary and a treasurer. The board of directors may also appoint, designate or authorize such other officers, assistant officers and agents, including, an executive director, a chief financial officer, a controller, assistant secretaries and assistant treasurers, as it may consider necessary or useful. One person may hold more than one office at a time. Officers need not be directors of the corporation. All officers must be natural persons who are eighteen years of age or older.
B. Election and Term of Office
The board of directors, or an officer or committee to which such authority has been delegated by the board of directors, shall elect or appoint the officers at or in conjunction with each biennial meeting of the board of directors. If the election and appointment of officers shall not be held at or in conjunction with such meeting, such election or appointment shall be held as soon as convenient thereafter. Each officer shall hold office from the end of the meeting at or in conjunction with which such officer was elected or appointed until such officer’s successor shall have been duly elected or appointed and shall have qualified, or until such officer’s earlier death, resignation or removal.
C. Compensation
The compensation, if any, of each officer shall be as determined from time to time by the board of directors, or by an officer or a committee to which such authority has been delegated by the board of directors. To the extent reasonably feasible, the person or persons determining compensation shall obtain data on the compensation of officers holding similar positions of authority within comparable organizations, shall set the compensation based on such data and an evaluation of the officer’s performance and experience as related to the requirements of the position, and shall document the basis for the determination, including the comparison data used, the requirements of the position, and the evaluation of the officer’s performance and experience. No officer shall be prevented from receiving a salary by reason of the fact that the officer is also a director of the corporation. However, no payment of compensation (or payment or reimbursement of expenses) shall be made in any manner so as to result in the imposition of any liability under either section 4941 or section 4958 of the Internal Revenue Code.
D. Removal
Any officer or agent may be removed by the board of directors at any time, with or without cause, but removal shall not affect the contract rights, if any, of the person so removed. Election, appointment or designation of an officer or agent shall not itself create contract rights.
E. Vacancies
Any officer may resign at any time, subject to any rights or obligations under any existing contracts between the officer and the corporation, by giving written notice to the president or to the board of directors. An officer’s resignation shall take effect upon receipt by the corporation unless the notice specifies a later effective date, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. An officer shall be deemed to have resigned in the event of such officer’s incapacity as determined by a court of competent jurisdiction. A vacancy in any office, however occurring, may be filled by the board of directors, or by any officer or committee to which such authority has been delegated by the board of directors, for the unexpired portion of the term. If a resignation is made effective at a later date, the board of directors may permit the officer to remain in office until the effective date and may fill the pending vacancy before the effective date with the provision that the successor does not take office until the effective date, or the board of directors may remove the officer at any time before the effective date and may fill the resulting vacancy.
F. Authority and Duties of Officers
The officers of the corporation shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the president, the board of directors or these bylaws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law.
- President
The president shall, subject to the direction and supervision of the board of directors: (i) be the chief executive officer of the corporation and have general and active control of its affairs and business and general supervision of its officers, agents and employees; (ii) preside at all meetings of the members (if any) and of the board of directors; (iii) see that all resolutions of the board of directors are carried into effect; and (iv) perform all other duties incident to the office of president and as from time to time may be assigned to such office by the board of directors.
- Vice-Presidents
The vice-president or vice-presidents, if any, shall assist the president and shall perform such duties as may be assigned to them by the president or by the board of directors. The vice-president (or if there is more than one, then the vice-president designated by the board of directors, or if there be no such designation, then the vice-presidents in order of their election) shall, at the request of the president, or in the president’s absence or inability or refusal to act, perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions on the president.
- Executive Director
The executive director, if any, shall, subject to the direction and supervision of the president and the board of directors, (i) be the chief operating officer of the corporation with general responsibility for all day-to-day operations of the corporation; (ii) propose, prepare and present to the president and the board of directors specific programs and activities that will further the corporation’s purposes; (iii) direct and supervise the implementation of the programs and activities approved by the president or the board of directors; and (iv) perform all other duties and responsibilities as from time to time may be assigned to the executive director by the president or the board of directors.
- Secretary
The secretary shall (i) keep the minutes of the proceedings of the members, the board of directors and any committees of the members or the board; (ii) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (iii) be custodian of the corporate records and of the seal of the corporation; (iv) keep at the corporation’s registered office or principal place of business within or outside Colorado a record containing the names and addresses of all members; and (v) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to such office by the president or by the board of directors. Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary.
- Treasurer
The treasurer shall (i) be the chief financial officer of the corporation and have the care and custody of all its funds, securities, evidences of indebtedness and other personal property and deposit the same in accordance with the instructions of the board of directors; (ii) receive and give receipts and acquittances for moneys paid in on account of the corporation, and pay out of the funds on hand all bills, payrolls and other just debts of the corporation of whatever nature upon maturity; (iii) unless there is a controller, be the principal accounting officer of the corporation and as such prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all local, state and federal tax returns and related documents, prescribe and maintain an adequate system of internal audit, and prepare and furnish to the president and the board of directors statements of account showing the financial position of the corporation and the results of its operations; (iv) monitor compliance with all requirements imposed on the corporation as a tax-exempt organization described in section 501(c)(3) of the Internal Revenue Code; (v) upon request of the board, make such reports to it as may be required at any time; and (vi) perform all other duties incident to the office of treasurer and such other duties as from time to time may be assigned to such office by the president or the board of directors. Assistant treasurers, if any, shall have the same powers and duties, subject to the supervision by treasurer.
G. Surety Bonds
The board of directors may require any officer or agent of the corporation to execute to the corporation a bond in such sums and with such sureties as shall be satisfactory to the board, conditioned upon the faithful performance of such person’s duties and for the restoration to the corporation of all books, papers, vouchers, money and other property of whatever kind in such person’s possession or under such person’s control belonging to the corporation.
5. FIDUCIARY MATTERS
A. Indemnification
- Scope of Indemnification
The corporation shall indemnify each director, officer, employee and volunteer of the corporation to the fullest extent permissible under the laws of the State of Colorado, and may in its discretion purchase insurance insuring its obligations hereunder or otherwise protecting the persons intended to be protected by this Section. The corporation shall have the right, but shall not be obligated, to indemnify any agent of the corporation not otherwise covered by this Section to the fullest extent permissible under the laws of the State of Colorado.
- Savings Clause; Limitation
If any provision of the Act or these bylaws dealing with indemnification shall be invalidated by any court on any ground, then the corporation shall nevertheless indemnify each party otherwise entitled to indemnification hereunder to the fullest extent permitted by law or any applicable provision of the Act or these bylaws that shall not have been invalidated. Notwithstanding any other provision of these bylaws, the corporation shall neither indemnify any person nor purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with the qualification of the corporation as an organization described in section 501(c)(3) of the Internal Revenue Code, or that would result in the imposition of any liability under either section 4941 or section 4958 of the Internal Revenue Code.
B. General Standards of Conduct for Directors and Officers
- Discharge of Duties
Each director shall discharge the director’s duties as a director, including the director’s duties as a member of a committee of the board, and each officer with discretionary authority shall discharge the officer’s duties under that authority (i) in good faith; (ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (iii) in a manner the director or officer reasonably believes to be in the best interests of the corporation.
- Reliance on Information, Reports, Etc.
In discharging duties, a director or officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (i) one or more officers or employees of the corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented; (ii) legal counsel, a public accountant or another person as to matters the director or officer reasonably believes are within such person’s professional or expert competence; or(iii) in the case of a director, a committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence. A director or officer is not acting in good faith if the director or officer has knowledge concerning the matter in question that makes reliance otherwise permitted by this Section unwarranted.
- Liability to Corporation or Its Members
A director or officer shall not be liable as such to the corporation or its members for any action taken or omitted to be taken as a director or officer, as the case may be, if, in connection with such action or omission, the director or officer performed the duties of the position in compliance with this Section.
- Director Not Deemed to Be a “Trustee”
A director, regardless of title, shall not be deemed to be a “trustee” within the meaning given that term by trust law with respect to the corporation or with respect to any property held or administered by the corporation including, without limitation, property that may be subject to restrictions imposed by the donor or transferor of such property.
C. Conflicts of Interest
- Definition
A conflict of interest arises when any “responsible person” or any “party related to a responsible person” has an “interest adverse to the corporation.” A “responsible person” is any individual in a position to exercise substantial influence over the affairs of the corporation, and specifically includes, without limitation, directors and officers of the corporation. A “party related to a responsible person” includes his or her extended family (including spouse, ancestors, descendants and siblings, and their respective spouses and descendants), an estate or trust in which the responsible person or any member of his or her extended family has a beneficial interest or a fiduciary responsibility, or an entity in which the responsible person or any member of his or her extended family is a director, trustee or officer or has a financial interest. “An interest adverse to the corporation” includes any interest in any contract, transaction or other financial relationship with the corporation, and any interest in an entity whose best interests may be impaired by the best interests of the corporation including, without limitation, an entity providing any goods or services to or receiving any goods or services from the corporation, an entity in which the corporation has any business or financial interest, and an entity providing goods or services or performing activities similar to the goods or services or activities of the corporation.
- Disclosure
If a responsible person is aware that the corporation is about to enter into any transaction or make any decision involving a conflict of interest, (a “conflicting interest transaction”), such person shall: (i) immediately inform those charged with approving the conflicting interest transaction on behalf of the corporation of the interest or position of such person or any party related to such person; (ii) aid the persons charged with making the decision by disclosing any material facts within the responsible person’s knowledge that bear on the advisability of the corporation entering into the conflicting interest transaction; and (iii) not be entitled to vote on the decision to enter into such transaction.
- Approval of Conflicting Interest Transactions
The corporation may enter into a conflicting interest transaction provided either: (i) The material facts as to the responsible person’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the board of directors or to a committee of the board of directors that authorizes, approves or ratifies the conflicting interest transaction, and the board or committee in good faith authorizes, approves or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors on the board or committee, even though the disinterested directors are less than a quorum; or (ii) The material facts as to the responsible person’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the members, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by a vote of the members entitled to vote thereon; or (iii) The conflicting interest transaction is fair as to the corporation.
D. Liability of Directors for Unlawful Distributions
- Liability to Corporation
A director who votes for or assents to a distribution made in violation of the Act or the articles of incorporation of the corporation shall be personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating the Act or the articles of incorporation if it is established that the director did not perform the director’s duties in compliance with the general standards of conduct for directors set forth in these bylaws.
- Contribution
A director who is liable under this Section for an unlawful distribution is entitled to contribution: (1) from every other director who could be liable under this Section for the unlawful distribution; and (ii) from each person who accepted the distribution knowing the distribution was made in violation of the Act or the articles of incorporation, to the extent the distribution to that person exceeds what could have been distributed to that person without violating the Act or the articles of incorporation.
E. Loans to Directors and Officers Prohibited
No loans shall be made by the corporation to any of its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the corporation for the amount of such loan until the repayment thereof.
6. RECORDS OF THE CORPORATION
A. Minutes, Etc.
The corporation shall keep as permanent records minutes of all meetings of the members and board of directors, a record of all actions taken by the members or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and a record of all waivers of notices of meetings of the members and of the board of directors or any committee of the board of directors.
B. Accounting Records
The corporation shall maintain appropriate accounting records.
C. Membership List
The corporation, or its agent, shall maintain a record of the members, if any, in a form that permits preparation of a list of the names and addresses of the members in alphabetical order, by class, and such additional information as determined by the board of directors.
D. Records In Written Form
The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
E. Records Maintained at Principal Office
The corporation shall keep a copy of each of the following records at its principal office:
- The articles of incorporation;
- These bylaws;
- Resolutions adopted by the board of directors relating to the characteristics, qualifications, rights, limitations and obligations of the members or any class of the members;
- The minutes of all meetings of the members, and records of all action taken by the members without a meeting, for the past three years;
- All written communications within the past three years to the members generally as the members;
- A list of the names and business or home addresses of the current directors and officers;
- All documents filed with the Colorado secretary of state;
- All financial statements prepared for periods ending during the last three years;
- The corporation’s application for recognition of exemption and the tax-exemption determination letter issued by the Internal Revenue Service; and
- All other documents or records required to be maintained by the corporation at its principal office under applicable law or regulation.
7. AMENDMENT OF BYLAWS
A. Amendment of Bylaws by Board of Directors
Subject to the specific requirements for amendment of certain bylaws as set forth herein, the board of directors may amend the bylaws at any time to add, change, or delete a provision, unless:
- The Act or the articles of incorporation reserve such power exclusively to the members in whole or part; or
- A particular provision of these bylaws expressly prohibits the board of directors from doing so.
8. MISCELLANEOUS
A. Fiscal Year
The fiscal year of the corporation shall be as established by the board of directors.
B. Conveyances and Encumbrances
Property of the corporation may be assigned, conveyed or encumbered by such officers of the corporation as may be authorized to do so by the board of directors, and such authorized persons shall have power to execute and deliver any and all instruments of assignment, conveyance and encumbrance; however, the sale, exchange, lease or other disposition of all or substantially all of the property and assets of the corporation shall be authorized only in the manner prescribed by applicable statute.
C. Designated Contributions
The corporation may accept any contribution, gift, grant, bequest or devise that is designated, restricted or conditioned by the donor, provided that the designation, restriction or condition is consistent with the corporation’s general tax-exempt purposes. Donor-designated contributions will be accepted for special funds, purposes or uses, and such designations generally will be honored. However, the corporation shall reserve all right, title and interest in and to and control over such contributions, and shall have authority to determine the ultimate expenditure or distribution thereof in connection with any such special fund, purpose or use. Further, the corporation shall acquire and retain sufficient control over all donated funds (including designated contributions) to assure that such funds will be used exclusively to carry out the corporation’s tax-exempt purposes.
D. References to Internal Revenue Code
All references in these bylaws to provisions of the Internal Revenue Code are to the provisions of the Internal Revenue Code of 1986, as amended, and to the corresponding provisions of any subsequent federal tax laws.
E. Principles of Construction
Words in any gender shall be deemed to include the other gender; the singular shall be deemed to include the plural and vice versa; the words “pay” and “distribute” shall also mean assign, convey and deliver; and the table of contents, headings and underlined paragraph titles are for guidance only and shall have no significance in the interpretation of these bylaws.
F. Severability
The invalidity of any provision of these bylaws shall not affect the other provisions hereof, and in such event these bylaws shall be construed in all respects as if such invalid provision were omitted.