Colorado DLC Bylaws  











BYLAWS (Revised and Amended)

OF

COLORADO DEMOCRATIC LEADERSHIP COUNCIL, INC.
(a Colorado nonprofit corporation)

ARTICLE I

OFFICES

     1.     Registered Office.  The Corporation shall have and continuously maintain in the State of Colorado a registered office, and a registered agent whose office is identical with such registered office, as required by the Colorado Nonprofit Corporation Act.  The registered office may be, but need not be, identical with the principal office in the State of Colorado, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

BOARD OF DIRECTORS

     1.     General Powers.  The affairs of the Corporation shall be managed by its Board of Directors.  Management of the affairs of the Corporation may be delegated to an Executive Committee pursuant to Article IV hereof.

     2.     Number and Tenure.  The number and tenure of Directors shall be set by resolution of the Board of Directors and shall not be less than three (3) persons.  Subject to duly authorized actions being taken pursuant to Section 12 of this Article II concerning removal of Directors, each Director shall hold office until the latter to occur of the expiration of a Director's term or the next Annual Meeting of the Board of Directors, and until his successor shall have been elected or appointed, and qualified.  Each Director must be at least eighteen (18) years of age.

     3.     Annual Meetings.  A regular Annual Meeting of the Board of Directors shall be held each year.  Written notice and agenda are required at least five (5) days in advance of the meeting.  The Annual Meeting of the Board of Directors shall be held for the election of the Corporation's officers, for the appointment of board members, for the appointment of board members to the executive committee of the Corporation and for the transaction of such other business as may come before the meeting.

     4.     Regular Meetings.  Regular meetings may be held as determined by the Board of Directors without notice.

     5.     Special Meetings.  A special meeting for the purpose of transacting any business designated can be called on the following conditions:

(a)
when the Chairman of the Board of Directors deems it appropriate, or
(b)
upon the request of three-fifths of the Board members, or
(c)
upon the request of the Executive Committee.

Notice of a special meeting shall be delivered to all members of the Board at least five (5) days in advance.  At any special meeting, no business shall be considered other than as designated by the notice.

     6.     Quorum and Voting. One-tenth (1/10) of the seated members of the Board (but in no event less than three persons) shall constitute a quorum for the transaction of business, but a smaller number may adjourn the Board meeting until a quorum is attained.

     7.     Manner of Acting.  The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.

     8.     Waiver of Notice.  Any Director may waive written notice of any meeting.  The attendance of a Director at any meeting shall constitute a waiver of written notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

     9.     Informal Action by Directors.  Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.

     10.     Compensation.  Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director from serving the Corporation in some other capacity and receiving compensation therefore.

     11.     Vacancies.  In the event of a vacancy on the Board of Directors, the remaining Directors shall promptly appoint a qualified person to fill the unexpired term of any vacant directorship.  A vacant directorship shall not be considered for purposes of determining whether or not there is a quorum or for any vote of the Directors.

     12.     Removal of Directors.  The Board of Directors, upon a two-thirds (2/3) vote, may at any time, with or without cause, remove one or more of the Directors at an annual meeting or at a special meeting which is called for such purpose.

ARTICLE III

OFFICERS

     1.     Officers.  The officers of the Corporation shall be one or more Chairmen or women, a President, a Secretary, a Treasurer, and such other officers as  may be elected in accordance with the provisions of this Article.  The Board of Directors may elect or appoint such other officers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors.  Any two (2) or more offices may be held by the same person, except the offices of President and Secretary.

     2.     Election and Term of Office.  The officers of the Corporation shall be elected annually by the Board of Directors at the regular Annual Meeting of the Board of Directors.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is convenient.  New offices may be created and filled at any meeting of the Board of Directors.  Each officer shall hold office until his successor shall have been duly elected and shall have qualified.

     3.     Removal.  Any officer elected or appointed by the Board of Directors may be removed by a majority vote of the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

     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.

     5.     Chairmen.  The Chairmen or women, one of whom shall be the President, shall be responsible for the leadership of the Corporation.  The President shall preside over all Board and Executive Committee meetings.

      6.      President.  The President shall be the chief executive officer of the Corporation.  The President may sign deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board, Executive Committee or by these Bylaws to some other officer or agent of the Corporation or are required by law to be otherwise signed or executed by some other officer or in some other manner.  In general, he/she shall perform all duties prescribed by the Board and Executive Committee from time to time.

     7.     Secretary.  The Secretary shall:  (a) keep the minutes of meetings of the Board 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 registers of the post office address of each Director; (e) sign with the President, or other officer authorized by the President, Executive Committee or the Board, deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board, Executive Committee or by these Bylaws to some other officer or agent of the Corporation; (f) prepare and submit reports as required by the Colorado Nonprofit Corporation Code, and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President, Board or Executive Committee.  In the absence of the Secretary, an Assistant Secretary may perform his/her duties.

     8.     Treasurer.  If required by the Board, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board shall determine.  He/she shall have charge and customary of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in banks, trust companies, or other depositories selected in accordance with the revisions of these Bylaws; and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President, Board or Executive Committee.  In the absence of the Treasurer, an Assistant Treasurer may perform his/her duties.

     9.     Staff Officers.  The President may appoint Staff Officers, including one or more Assistant Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers as he shall deem desirable.  Such Staff Officers shall have the authority to perform the duties prescribed from time to time by  the President.  The President may remove at any time and for any reason any such Staff Officers, but such removal shall be without prejudice to the contract rights, if any, of the Staff Officers so removed.

    10.     Salaries.  The salaries of the officers shall be fixed from time to time by the Board or Executive Committee.  No officer shall be prevented from receiving such salary by reason of the fact that he/she is also a Director of the Corporation.  No loans shall be made by the Corporation to its officers.

ARTICLE IV

EXECUTIVE COMMITTEE

     1.     Number, Tenure and Qualifications.  The Board, by a majority vote, may elect from its members the members of an Executive Committee, which will assist in preparing and implementing corporate decisions, policies and programs.  The number of members of the Executive Committee shall not be less than three (3) and shall not exceed fifteen (15).  The President shall be an ex officio member of the Executive Committee.  The members shall serve for one year or until they are reelected, or their successors are elected at the time of a Board of Directors election.

     2.     Powers.  The Executive Committee shall have and may exercise all of the rights, powers, and authority designated by resolution of the Board of Directors.

     3.     Chair of the Executive Committee.  The President shall serve as Chair of the Executive Committee.

     4.     Meetings.  The Executive Committee shall meet, from time to time, when any such meeting is called by the Chair, Vice Chair or by a majority of the members of the Executive Committee.  Notice for such a meeting shall be delivered orally or in writing twenty-four (24) hours in advance.

     5.     Quorum. One-third (1/3) of the members of the Executive Committee shall constitute a quorum for the transaction of business at a meeting of the Executive Committee.

     6.     Manner of Acting.  The act of a majority of the members present at a meeting of the Executive Committee at which a quorum is present shall be the act of the Executive Committee.

     7.     Informal Action by the Executive Committee.  Any action which would otherwise be taken at a meeting of the Executive Committee may be taken without a meeting if such action is approved, in writing, by all the members of the Executive Committee.

ARTICLE V

MEMBERS

     This Corporation shall have no members.


ARTICLE VI

CONTRACT, LOANS, CHECKS AND DEPOSITS

     1.     Contracts.  Either the Board or the Executive Committee may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Corporation.  Such authority may be general or confined to specific instances.

     2.     Loans.  No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board or Executive Committee.  Such authority may be general or confined to specific instances.

     3.     Checks, Drafts, Etc.  All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, or agent or agents, of the Corporation and in such manner as is from time to time determined by resolution of the Board.

     4.     Deposits.  All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board or Executive Committee may select.

     5.     Gifts and Contributions.  The Treasurer may accept on behalf of the Corporation any contribution, gift, bequest, or device as may be consistent with the established purposes of the Corporation and as may be permitted by any applicable local, state, or federal law.

ARTICLE VII

BOOKS AND RECORDS

     The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the member, Board of Directors and committees having any of the authority of the Board of Directors.  All books and records of the Corporation may be inspected by any director or his agent or attorney for any proper purpose at any reasonable time.


ARTICLE VIII

FISCAL YEAR

     The fiscal year shall be the calendar year.


ARTICLE IX

DISTRIBUTIONS OF ASSETS UPON DISSOLUTION

     In connection with the dissolution of the Corporation, all assets of the Corporation other than assets held by the Corporation on condition requiring return, transfer or conveyance by reason of the dissolution of the Corporation, shall be distributed to a nonprofit organization exempt from taxation under the provisions of Section 501(c)(4) or 501(c)(3) of the Internal Revenue Code of 1986, as amended.

ARTICLE X

AMENDMENTS TO BYLAWS

     These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the majority vote of the Board of  Directors of the Corporation at any regular or special meeting, if at least seven (7) days prior written notice is given of intention to alter, amend or repeal, or to adopt new Bylaws at such meeting.