By-Laws

ARTICLE I – OFFICES

1. NAME OF ORGANIZATION.

This Corporation Not for Profit shall be known as Boulder Community Rowing, hereinafter noted as the BCR.

2. PRINCIPAL OFFICE AND OTHER OFFICES.

The principal office of the corporation shall be designated from time to time by the corporation and may be within or outside Colorado. The corporation may have such other offices, either within or outside Colorado, as the board of directors may designate or as the business of the corporation may require from time to time. These offices may be the homes of members of the Board of Directors.

3. REGISTERED OFFICE AND AGENT.

The BCR shall maintain a registered office of the corporation and a registered agent, who is an individual who resides in Colorado and whose business office is identical with the registered office of the BCR as required by the Colorado Revised Nonprofit Corporation Act, C.R.S. 7-125-101.

The BCR may change the registered office or agent, in compliance with C.R.S. 7-125-102, by filing a statement with the Colorado secretary of state that sets forth the entity name of the corporation, the street address of its current registered office, if the registered office is to be changed, the street address of the new registered office, the name of its current registered agent, if the registered agent is to be changed, the name of the new registered agent and the new registered agent’s consent to the appointment, and a statement that after the changes are made, the street address of its registered office and the business office of its registered agent will be identical. The registered agent may change the street address of the registered agent’s business by giving notice to the nonprofit corporation of this change and filing a statement of this change with the Colorado secretary of state that indicates notice has also been given to the nonprofit corporation. The registered agent of BCR may resign by complying with the terms of C.R.S. 7-125-103.

ARTICLE II – OBJECTIVES AND PURPOSES

The primary objectives and purposes of this corporation shall be:

To advance the moral, mental and physical well-being of people in Colorado by teaching and promoting amateur rowing.

To provide rowing coaches, boats and equipment, and a boathouse.

To establish a competitive program and to encourage participation by amateur rowers in local, regional, national and international regattas.

To maintain a permanent nucleus or core group of adults able to provide the coaching, business and technical skills, and the community support necessary for the successful conduct of the affairs of the Club, and, in order to assure the continued involvement of such persons in the management of the Club, to conduct instructional and competitive rowing programs for college, open, junior, senior and master rowers.

To receive, hold and disburse gifts, bequests, devices and other funds for Club purposes.

To own and maintain or to lease suitable real estate and buildings, to build buildings, and to own and maintain any personal property, any of which is necessary or useful for the Club’s purposes.

To enter into, make, perform, and enforce contracts of every kind for any lawful purpose, without limit as to amount.

The Club shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described in this Article II.

ARTICLE III – BOARD OF DIRECTORS

1. GENERAL POWERS.

All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, its board of directors, except as otherwise provided in the Colorado Revised Nonprofit Corporation Act or the Articles of Incorporation.

2. NUMBER, QUALIFICATIONS AND TENURE.

The number of directors of the corporation shall be fixed from time to time by the board of directors, within a range of no less than five (5) or more than nineteen (19). The initial board of directors shall consist of fifteen (15) directors. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. A director shall be a natural person who is eighteen years of age or older, but need not be a resident of Colorado. Directors will have a term of three years. Director’s terms shall be staggered in such a manner that each year one third of the total number of directors’ positions shall expire. Each director shall hold office for the term specified above until the next annual meeting for election by the Board of Directors is held and his or her successor is elected to the Board of Directors. The initial Board of Directors will have terms as follows: five directors shall be elected for a one (1) year term, five directors shall be elected for a two (2) year term, and five directors shall be elected for a three (3) year term. Thereafter, all directors shall have three-year terms.

3. ELECTION OF DIRECTORS.

(a) Nominating Committee for General Directors.

At least (30) days before the date of any election of directors, the president will request nominations from all active members. All nominations must be made at least 14 days before the date of the election. The secretary shall announce the report of nominated candidates to each Active Member prior to the election.”

(b) Election of Special Directors.

Election of Special Directors shall be done by the members of each group within four (4) weeks following the election of the Board of Directors. Said group shall utilize any means of voting or selection as is deemed convenient and appropriate by the group. In the even of any dispute between members of the group regarding the propriety of fairness of the selection process, the BCR Board of Directors shall conduct a new election on such terms and conditions as the BCR Board of Directors deems appropriate. If a group does not have the requisite 15 voting members, at the time of the Annual Membership Meeting, it shall elect a Special Director at any time thereafter that it acquires the requisite number of voting members.

(c) Nominations from the Floor.

If there is a meeting to elect directors, any Active Member present in person or by proxy may place additional names in nomination.

(d) Solicitation of Votes

If more people are nominated for the Board than there are seats to fill, the election shall take place by means of a procedure that allows all nominees a reasonable opportunity to solicit votes and all members a reasonable opportunity to choose among nominees. If, after the close of nominations, the number of people nominated for membership on the Board is not more than the number of seats to fill, the Club may, without further action, declare that those nominated have been elected.

4. DUTIES.

It shall be the duty of the directors to:

(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws;

(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;

(c) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;

(d) Meet at such times and places as required by these Bylaws;

(e) Register their addresses with the Secretary of the corporation;

(f) If the Board of Directors decides to create memberships in BCR, to establish criteria for membership in BCR, and establish procedures for keeping records of Active Members and their dues, if any.

5. COMPENSATION.

Directors shall serve without compensation. They shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in section 4 of this Article. Directors may not be compensated for rendering services to the corporation in any capacity other than director, unless such other compensation is reasonable and is allowable under the provisions of section 6 of this Article.

6. RESTRICTION REGARDING INTERESTED DIRECTORS.

Notwithstanding any other provision of these Bylaws, not more than twenty percent (20%) of the persons serving on the board may be interested persons. For purposes of this Section, “interested persons” means either:

(a) Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; or

(b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

7. PLACE OF MEETINGS.

Meetings shall be held at a place in Boulder County designated by the Board of Directors. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so as long as all directors participating in such a meeting can hear one another.

8. REGULAR AND ANNUAL MEETINGS.

Annual meetings of the Board of Directors shall be held on _____________at _________, unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day. Regular meetings of the Directors shall be held at least once every two months at a day, time and place determined by the Board of Directors.

9. SPECIAL MEETINGS.

Special meetings of the Board of Directors may be called by the President, the Vice President, the Secretary, or by any two directors, and such meetings shall be held at the place, within or without the State of Colorado, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the corporation.

10. NOTICE OF MEETINGS.

Regular meetings of the Board may be held without notice. Special meetings of the Board shall be held upon ten (10) days’ notice by first-class or registered mail or forty-eight (48) hours’ notice delivered personally or by telephone or telegraph or email. If sent by mail or telegraph, the notice shall be deemed to be delivered on its deposit in the mails or on its delivery to the telegraph company or upon sending such emails through an internet provider. Such notices shall be addressed to each director at his or her address as shown on the books of the corporation. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place of the adjourned meeting are fixed at the meeting adjourned, and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.

11. CONTENTS OF NOTICE.

Notice of such meetings not herein dispensed with shall specify the place, day and hour of the meeting. The purpose of any board meeting need not be specified in the notice.

12. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS

The transactions of any meeting of the board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

13. QUORUM FOR MEETINGS

A quorum shall consist of a simple majority of directors. For example, when there are fifteen (15) directors on the Board of Directors, there must be eight (8) directors present to form a quorum. Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion with the President shall entertain at such meeting is a motion to adjourn. However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the regular meeting of the board. When a meeting is adjourned for a lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in section 10 of this Article. The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation.

14. MAJORITY ACTION AS BOARD ACTION.

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.

15. CONDUCT OF MEETINGS.

Meetings of the Board of Directors shall be presided over by the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting. Meetings shall be governed by Robert’s Rules of Order. As such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with provisions of law, they shall be used.

16. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING

Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the board. Such action by written consent shall have the same force and effect as the unanimous vote of the directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this corporation authorize the directors to so act, and such statement shall be prima facie evidence of such authority.

17. VACANCIES.

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased. If this corporation has any members, then, if the corporation has less than fifty (50) members, directors may be removed without cause by a majority of all members, or, if the corporation has fifty (50) or more members, by vote of a majority of the votes represented at a membership meeting at which a quorum is present. If this corporation has no members, directors may be removed without cause by a majority of the directors then in office. Any director may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Secretary of State. Vacancies on the board may be filled by approval of the board or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining director. If this corporation has members, however, vacancies created by the removal of a director may be filled only by the approval of the members. The members, if any, of this corporation may elect a director at any time to fill any vacancy not filled by the directors. A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board of Directors or until his or her death, resignation or removal from office.

18. NON-LIABILITY OF DIRECTORS.

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation pursuant to C.R.S. 7-126-103.

19. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS.

To the extent that a person who is, or was, a director, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding pursuant to the Colorado Revised Nonprofit Corporations Act, C.R.S. 7-129-101 to 7-129-110. If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgements, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with the requirements of C.R.S. 7-129-109.

20. INSURANCE FOR CORPORATE AGENTS.

The Board of Directors, pursuant to C.R.S. 7-129-108, may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing (C.R.S. 7-128-501) asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such.

ARTICLE IV – OFFICERS

1. NUMBER OF OFFICERS.

The officers of the corporation shall be a President, a Secretary, and a Chief Financial Officer who shall be designated the Treasurer. The corporation may also have, as determined by the Board of Directors, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the President.

2. QUALIFICATION, ELECTION, AND TERM OF OFFICE.

Any person over the age of 18 may serve as officer of this corporation. Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

3. SUBORDINATE OFFICERS.

The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.

4. REMOVAL AND RESIGNATION.

Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.

5. VACANCIES.

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices appointed at the discretion of the board may or may not be filled, as the board shall determine.

6. DUTIES OF THE PRESIDENT.

The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as President of the Board of Directors, he or she shall preside at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.

7. DUTIES OF VICE PRESIDENT.

In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all 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. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.

8. DUTIES OF SECRETARY.

The Secretary shall: Certify and keep at the principal office of the corporation the original, or a copy of these Bylaws as amended or otherwise altered to date. Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. Be custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or these Bylaws. Keep at the principal office of the corporation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased. Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

9. DUTIES OF TREASURER.

Subject to the provisions of these Bylaws relating to the “Execution of Instruments, Deposits and Funds,” the Treasurer shall: Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit, or caused to be deposited, all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. Receive, and give receipt for, moneys due and payable to the corporation from any source whatsoever. Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements. Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefor. Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. Solicit and bind adequate insurance coverage for the corporation. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

10. COMPENSATION.

The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the corporation, provided, however, that such compensation paid a director for serving as an officer of this corporation shall only be allowed if permitted under the provisions of Article III, section 6 of these Bylaws. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered for the corporation which relate to the performance of the charitable or public purposes of this corporation.

ARTICLE V – COMMITTEES

1. EXECUTIVE COMMITTEE.

The Board of Directors may, by a majority vote of directors, designate two (2) or more of its members (who may also be serving as officers of this corporation) to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the board in the management of the business and affairs of the corporation, except with respect to:

(a) The approval of any action which, under law or the provisions of these Bylaws, requires the approval of the members or of a majority of all of the members.

(b) The filling of vacancies on the board or on any committee which has the authority of the board.

(c) The fixing of compensation of the directors for serving on the board or on any committee.

(d) The amendment or repeal of Bylaws or the adoption of new Bylaws.

(e) The amendment or repeal or any resolution of the board which by its express terms is not so amenable or repealable.

(f) The appointment of committees of the board or the members thereof.

(g) The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected.

(h) The approval of any transaction to which this corporation is a party and in which one or more of the directors has a material financial interest.

By a majority vote of its members then in office, the board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.

2. OTHER COMMITTEES.

The Corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the board. These additional committees shall act in an advisory capacity only to the board and shall be clearly titled as “advisory” committees.

3. MEETINGS AND ACTION OF COMMITTEES.

Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board of Directors. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

ARTICLE VI – EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

1. EXECUTION OF INSTRUMENTS.

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation 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. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

2. CHECKS AND NOTES.

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by a person designated by the Board of Directors.

3. DEPOSITS.

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

4. GIFTS.

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this corporation.

ARTICLE VII – CORPORATE RECORDS, REPORTS AND SEAL

1. MAINTENANCE OF CORPORATE RECORDS.

The corporation shall keep at its principal office in the State of Colorado or at the address of record of the appropriate Board Member:

(a) Minutes of all meetings of directors, committees of the board, and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;

(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;

(c) A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;

(d) A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.

2. CORPORATE SEAL.

The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation or at the address of record of the appropriate Board Member. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

3. DIRECTORS’ INSPECTION RIGHTS.

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation.

4. MEMBERS’ INSPECTION RIGHTS.

If this corporation has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a member:

(a) To inspect and copy the record of all members’ names, addresses and voting rights, at reasonable times, upon five (5) business days’ prior written demand on the corporation, which demand shall state the purpose for which the inspection rights are requested.

(b) To obtain from the Secretary of the corporation, upon written demand and payment of a reasonable charge, an alphabetized list of the names, addresses and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available on or before the latter of ten (10) business days after the demand is received or after the date specified therein as of which the list is to be compiled.

(c) To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the corporation by the member, for a purpose reasonably related to such person’s interests as a member.

5. RIGHT TO COPY AND MAKE EXTRACTS.

Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts.

6. ANNUAL REPORT.

The board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the corporation’s fiscal year to all directors of the corporation and, if this corporation has members, to any member who requests it in writing, which report shall contain the following information in appropriate detail:

(a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;

(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year;

(c) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year;

(d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year;

(e) Any information required by section 7 of this Article.

The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation. If this corporation has members, then this corporation shall automatically send, email, or provide on the BCR website the above annual report to all members, in such manner, at such time, and with such contents, including an accompanying report from independent accountants or certification of a corporate officer, as specified by the above provisions of this section relating to the annual report.

7. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERS

This corporation shall mail, email, or provide on the BCR website, or deliver to all directors and any and all members a statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind:

(a) Any transaction in which the corporation, or its parent or its subsidiary, was a party, and in which either of the following had a direct or indirect material financial interest:

1. Any director or officer of the corporation, or its parent or subsidiary (a mere common directorship shall not be considered a material financial interest); or

2. Any holder of more than ten percent (10%) of the voting power of the corporation, its parent or it subsidiary.

The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than FIFTY THOUSAND DOLLARS ($50,000) or which was one of a number of transactions with the same persons involving, in the aggregate, more than FIFTY THOUSAND DOLLARS ($50,000). Similarly, the statement need only be provided with respect to indemnification’s or advances aggregating more than TEN THOUSAND DOLLARS ($10,000) paid during the previous fiscal year to any director or officer, except that no such statement need be made if such indemnification was approved by the members pursuant to the Colorado Revised Nonprofit Corporation Act, C.R.S. 7-129-110. Any statement required by this section shall briefly describe the names of the interested persons involved in such transactions, stating each person’s relationship to the corporation, the nature of such person’s interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated. If this corporation has any members and provides all members with an annual report according to the provisions of section 6 of this Article, then such annual report shall include the information required by this section.

ARTICLE VIII – FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January and extend through the 31st day of December of each year.

ARTICLE IX – AMENDMENT OF BY LAWS

1. ACTION BY THE BOARD OF DIRECTORS.

The Board of Directors shall have power, to amend the Bylaws of BCR to the maximum extent permitted by the Colorado Revised Nonprofit Corporation Act, (C.R.S. 7-130-201 to 7-130-203). These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority of the directors present at any regular or special meeting, if at least two (2) days’ written notice is given of intention to alter, amend, or repeal, or to adopt new Bylaws at the meeting. If the BCR has members, the Bylaws may not be amended by the Board of Directors without the approval of the members if such amendment would result in a change of the rights, privileges, preferences, restrictions, or conditions of a membership class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class.

2. ACTION BY THE MEMBERS.

If the BCR has members, the members may change the Bylaws at any meeting provided the membership has been notified for that purpose, and three-fourths of the member present vote for the alteration or amendment.

ARTICLE X – AMENDMENT OF ARTICLES

The Board of Directors may amend BCR’s Articles of Incorporation at any time to add or change a provision that is required or permitted in the Articles of Incorporation or to delete a provision that is not required pursuant to C.R.S. 7-130-101 to 7-130-302. A member does not have a vested property right resulting from any provision in the Articles of Incorporation or the Bylaws, including any provision relating to management, control, purpose, or duration of the BCR. (C.R.S. 7-130-101).

ARTICLE XI – PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS

No member, director, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation. All members, if any, of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of this corporation and not otherwise.

ARTICLE XII – MEMBERS

1. DETERMINATION OF BOARD IF NO MEMBERS EXIST

If BCR makes no provisions for members, then, pursuant to C.R.S. 7-126-101, any action which would otherwise, under law or the provisions of the Articles of Incorporation or Bylaws of this corporation, require approval by a majority of all members or approval by the members, shall only require the approval of the Board of Directors.

2. PROVISIONS AFFECTING MEMBERSHIP

If the Board of Directors of BCR decides to have members, the Board may adopt Bylaws specifying the criteria or procedures for admission of members, the dues required of members, if any, and any provisions related to the types of membership, voting by members, and expulsion of members, not inconsistent with the provisions of the Colorado Revised Nonprofit Corporation Act, C.R.S. 7-126-101 to 7-126-501.

ARTICLE XIII – MISCELLANEOUS

1. RECEIPT OF NOTICES

Notices, director writings consenting to action, and other documents or writings shall be deemed to have been received by BCR when they are actually received: (1) at the registered office of corporation in Colorado; (2) at the principal office of the corporation (as that office is designated in the most recent document filed by BCR with the secretary of state for Colorado designating the principal office) addressed to the attention of the secretary of BCR; (3) by the secretary of BCR wherever the secretary may be found; or (4) by any other person authorized from time to time by the Board of Directors or the President to receive such writings, wherever such person is found.

2. DEFINITIONS

Except as otherwise specifically provided in these Bylaws, all terms used in these Bylaws shall have the same definition as in the Colorado Revised Nonprofit Corporation Act.

About the Author