|
bylaws |
|
BYLAWS OF THE Pikes Peak Wildfire Prevention Partners, Inc. ARTICLE
I OFFICES Section
1.1 PRINCIPAL OFFICE. The principal office of the corporation in the State of Section
1.2 REGISTERED OFFICE. The registered office of the corporation, required by
the Colorado Corporation Code to be maintained in the State of Colorado, 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 MEMBERS Section
2.1 ANNUAL MEETING. The annual meeting of the Members shall be held during January
of each year, commencing with the year 1996, or at such other time on such
other day as shall be fixed by the Board of Directors. The annual meeting of
the for the purpose of electing members, establishing the amount for
annual membership dues and for the transaction of such other business as may
come before the meeting. If the day the fixed for the annual meeting shall be a
legal holiday in the State of Section
2.2 SPECIAL MEETING. Special meetings of Members, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the President or by the Board
of Directors. Section
2.3 PLACE OF MEETING. The Board of Directors may designate any place, within Douglas,
the place of meeting
shall be the principal office of the corporation in the State of Section
2.4 NOTICE OF MEETING AND NEWSLETTER. Written notice setting the place, day and
hour of the meeting of Members and, in case of a special meeting, the purpose
or purposes for which the meeting is called, shall unless otherwise prescribed
by statute, be delivered not less than ten nor more than fifty days before the
date of the meeting, either personally or by mail, by electronic mail, by or at
the direction of the President, or the Secretary, or the officer or other
persons calling the meeting, to each Member of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the Section
2.5 MEETING OF ALL MEMBERS. If all of the Members shall meet at any time and place,
either within or without the State of Section
2.6 QUORUM. A majority of the Members of the corporation which may be present
at any given meeting, represented in person or by proxy, shall constitute a
quorum at any meeting of Members, except as otherwise provided by the Colorado
Corporation Code and the Articles of Incorporation. Section
2.7 MANNER OF ACTING. If a quorum is present, the affirmative vote of the
majority of the Members represented at the meeting and entitled to vote on the
subject matter shall be the act of the Members. Section
2.8 PROXIES. At all meetings of Members a Member may vote in person or by proxy
executed in writing by the Members or by a duly authorized attorney-in-fact.
Such proxy shall be filed with the Secretary of the corporation before or at
the time of the meeting. No proxy shall be valid after eleven months from the
date of its execution, unless otherwise provided in the proxy. Section
2.9 VOTING BY MEMBERS. Unless otherwise provided by these Bylaws or the
Articles of Incorporation, each paid membership is entitled to vote, and shall
be entitled to one vote upon each matter submitted to a vote at a meeting of
members. Section
2.10 VOTING BY BALLOT. Voting on any question or in any election may be by
voice vote unless the
presiding officer shall order or any Members shall demand that voting be by
ballot. Section
2.11 MEMBERSHIP DUES. Membership dues shall be due and payable by March 31st of each year.
Memberships shall be available as an individual or as an agency. Section
2.12 SEXUAL HARASSMENT. Sexual
harassment of any kind shall not be tolerated by any member of the
organization. Any member sexually harassing another member, volunteer, or
anyone acting on behalf of the group will not be tolerated and will result in
termination of their membership. Section
2.13 DISCRIMINATION. Members of the organization shall not discriminate based
on age, race, gender, color, national origin, sexual orientation, disability.
Discrimination by any of the membership shall not be tolerated and will result
in termination of membership. Section 2.14 Consumption of
Alcoholic Beverages and ILLICIT DRUG USE. Consuming alcoholic beverages and
illicit drug use at any PPWPP function will not be tolerated. Any member found
to have participated in these activities during a PPWPP function will result in
termination of their membership. ARTICLE
III BOARD
OF DIRECTORS Section 3.1 GENERAL
POWERS. The business and affairs of the corporation shall be managed by its
Board of Directors. The Board of Directors shall consist of the elected
officers of the organization. Section
3.2 PERFORMANCE OF DUTIES. Directors of the corporation shall perform their
duties in good faith, in a manner to be in the best interests of the
corporation, and with such case, as an ordinarily prudent person in a like
position would use under similar circumstances. In performing their duties, a
director shall be entitled to rely on information, opinions, reports, or
statements, including financial statements and other financial data. In each
case, prepared or presented by persons and groups listed in paragraphs (a),
(b), and (c) of this Section 3.2; but shall not be considered to be acting in good faith if he/she
has knowledge concerning the matter in question that would cause such reliance
to be unwarranted. A person who so performs his duties shall not have any
liability by reason of being or having been a director of the corporation.
Those persons and groups on whose information, opinions, reports, and
statements a director is entitled to rely upon are: a.
One or more officers or employees of the corporation whom the director
reasonably believes to be reliable and competent in the matters presented; b.
Counsel, public accountants, or other persons as to matters which the director
reasonably believes to be within such persons’ professional or expect
competence; or c.
A committee of the board upon which they do not serve, duly designated in
accordance with the provision of the articles of incorporation of the bylaws,
as to matters within its designated authority, which committee the director
reasonably believes to merit confidence. Section
3.3 NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the corporation
shall be a minimum of two. The number of directors of the corporation shall be
fixed from time to time by resolution of the Board of Directors, but in no
instance shall there be less than one director or that number otherwise
required by law. Each director shall hold office until the next annual meeting
of Members or until a successor shall have been elected and qualified. Section
3.4 MANNER OF ACTING. Except as otherwise required by law or by the Articles of
Incorporation, the act of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors. Section
3.5 VACANCIES. Any vacancy occurring in the Board of Directors may be filled by
the affirmative vote of a majority of the remaining directors, or by a vote of
the Members present at a regular meeting. A director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in office. Any
directorship to be filed by reason of an increase in the number of directors
may be filled by election by the Board of Directors for a term of office continuing
only until the next election of directors by the Members. Section
3.6 RESIGNATIONS. Any director of the corporation may resign at any time by giving
written notice to the president or the secretary of the corporation. The
resignation of any director shall take effect upon receipt of notice thereof or
at such later time as shall be specified in such notice; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective. When one or more directors shall resign from the board, effective
at a future date, a majority of the directors then in office, including those
who have so resigned, shall have power to fill such vacancy or vacancies, the
vote thereon to take effect when such resignation or resignations shall become
effective. Section
3.7 REMOVAL. Any director or directors of the corporation may be removed at any
time, with or without cause, in the manner provided in the Colorado Corporation
Code. Section
3.8 COMMITTEES. By resolution adopted by a majority of the Board of Directors, the
directors may designate two or more directors to constitute a committee, any of
which shall have such authority in the management of the corporation as the
Board of Directors shall designate and as shall not be prescribed by the
Colorado Corporation Code. Section
3.9 PRESUMPTION OF ASSENT. A director of the corporation who is present at a
meeting of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless his/her
dissent shall be entered in the minutes of the meeting or unless he shall file
his written dissent to 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. ARTICLE
IV OFFICERS Section
4.1 NUMBER. The officers of the corporation shall be a President, a Secretary,
and a Treasurer. Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by. Any two or more offices may be held
by the same person, except the offices of President and Secretary. Section
4.2 ELECTION AND TERM OF OFFICE. The members at the annual meeting of the
membership shall elect the officers of the corporation annually. If the
election of officers shall not be held at such meeting, such elections shall be
held as soon thereafter as practical. Each officer shall hold office for a
period of one year or until he/she shall resign or shall have been removed in
the manner hereinafter provided. There shall be no term limits on any office. Section
4.3 REMOVAL. Any officer or agent may be removed by the membership whenever in its
judgment the best interests of the corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an officer or agent shall not of
itself create contract rights. Section
4.4 VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification
or otherwise, may be filled by the Board of Directors for the unexpired portion
of the term. Section
4.5 PRESIDENT. The President shall be the chief executive officer of the corporation and
subject to the control of the Board of Directors, shall in general supervise
and control all of the business and affairs of the corporation. Section
4.6 THE SECRETARY. The Secretary shall: (a) keep the minute of the proceedings of the
Members and of the Board of Directors in one or more books provided for that purpose;
(b) see that all notices are duly given in accordance with the provisions of
these Bylaws or as required by law; (c) be custodian of the corporate records;
(d) keep a register of the post office address of each Members which shall be
furnished to the Secretary by such Members; and (e) in general perform all
duties incident to the office of Secretary and such other duties as from time
to time may be assigned by the President or by the Board of Directors. Section
4.7 THE TREASURER. The Treasurer shall: (a) have charge and custody of and be
responsible for all funds and securities of the corporation; (b) receive and
give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys 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 V of the Bylaws; and (c) 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 by the President or by the Board of Directors. Section
4.8 BONDS. If the Board of Directors by resolution shall so require, any
officer or agent of the corporation shall give bond to the corporation in such
amount and with surety as the Board of Directors may deem sufficient,
conditioned upon the faithful performance of their respective duties and
offices. The corporation shall pay the cost of such bonds. ARTICLE
V CONTRACTS,
LOANS, CHECKS AND DEPOSITS Section
5.1 CONTRACTS. The Board of 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. Section
5.2 LOANS. 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 Board of Directors. Such authority may be general or confined to
specific instances. Section
5.3 CHECKS, DRAFTS, ETC. All checks, drafts in excess of $100.00 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 a minimum of two
officers. Such officer or officers,
agent or agents of the corporation and in such manner as shall from time to
time be determined by resolution of the Board of Directors. Section
5.4 DEPOSITS. All funds of the corporation not otherwise employed shall be deposited
within 30 days to the credit of the corporation in such banks, trust companies
or other depositories as the Board of Directors may select. ARTICLE
VI FISCAL
YEAR The fiscal year of
the corporation shall end on the last day of December in each calendar year. ARTICLE
VII WAIVER
OF NOTICE Whenever any notice
is required to be given under the provisions of these Bylaws or under the provisions
of the Articles of Incorporation or under the provisions of the Colorado Corporation
Code, or otherwise, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the event or other
circumstance requiring such notice, shall be deemed equivalent to the giving of
such notice. ARTICLE
VIII AMENDMENTS These Bylaws may be
altered, amended or repealed and new Bylaws may be adopted by a majority of the
directors present at any meeting of the Board of Directors of the corporation
at which a quorum is present. ARTICLE
IX EMERGENCY
BYLAWS The Emergency Bylaws
provided in this Article XIII shall be operative during any emergency in the
conduct of the business of the corporation resulting from an attack on the During any such
emergency: (a)
Any officer or director of the
corporation may call a meeting of the Board of Directors. Notice of the time
and place of the meeting shall be given by the person calling the meeting to
such of the directors as it may be feasible to reach by any available means of
communication. Such notice shall be given at such time in advance of the
meeting as circumstances permit in the judgment of the person calling the
meeting. (b)
At any such meeting of the Board of
Directors, a quorum shall consist of the number of directors in attendance at
such meeting. (c)
The Board of Directors, either
before or during any such emergency, may, effective
in the emergency, change the principal office or designate several alternative
principal offices or regional offices, or authorize the officers to do so. (d)
The Board of Directors, either
before or during any such emergency, may provide, and from time to time modify,
lines of succession in the event that during such an emergency any or all
officers or agents of the corporation shall for any reason be rendered
incapable of discharging their duties. (e)
No officer, director or employee
acting in accordance with these Emergency Bylaws shall be liable except for
willful misconduct. (f)
These Emergency Bylaws shall be
subject to repeal or change by further action of the Board of Directors or by
action of the Members, but no such repeal or change shall modify the provisions
of the next preceding paragraph with regard to action taken prior to the time
of such repeal or change. Any amendment of these Emergency Bylaws may make any
further or different provision that may be practical and necessary for the
circumstances of the emergency. CERTIFICATE I hereby certify that
the foregoing Bylaws, consisting of seven pages, including this page,
constitute the Bylaws of Pikes Peak Wildfire Prevention Partners, Inc., adopted
by the Board of Directors of the corporation as of November 1, 1995 and amended
and approved by the membership at the regularly scheduled meeting January
14, 2010. _____________________________________ President _____________________________________ Secretary Please download and sign the acknowledgement that you have read and will comply with the Bylaws. Return the acknowledgement to the Secretary at the next meeting. |
|
|
