Published on Rocky Mountain Rowing Club
(http://rockymountainrowing.org)

RMRC Bylaws

By admin

Created 01/25/2008 - 11:42am

Revisions as of
11/1/2010 RMRC Board Meeting

Rules

ARTICLE I: Offices [1]

ARTICLE II: Memberships [2]

ARTICLE III: Meeting of Members [3]

ARTICLE IV: Board of Directors [4]

ARTICLE V: Waiver of Notice and Action by Consent [5]

ARTICLE VI: Officers [6]

ARTICLE VII: Execution of Instruments; Loans; Checks and Endorsements;

Deposits; Proxies [7]

ARTICLE VIII: Corporate Seal [8]

ARTICLE IX: Fiscal Year [9]

ARTICLE X: Corporate Books and Records [10]

ARTICLE XI: Emergency Bylaws [11]

ARTICLE XII: Amendments [12]

ARTICLE I: Offices

1 of 15 11/10/10 9:31 AM

1.1 Offices. The corporation may have one or more offices at such
place or

places within or without the State of Colorado as the Board of
Directors may

from time to time determine or as the business of the corporation may
require.

1.2 Registered Office. The registered office of the corporation shall
be as set

forth in the Articles of Incorporation, unless changed as provided by
the

Colorado Non-profit Corporation Act.

ARTICLE II: Memberships

2.1 Classes. There shall be six classes of members designated as
Active

Members, Sustaining Members, Limited Competing Members, Student

Members, Supporting Members, and Junior Members.

2.2 Active Members. Active Members shall be qualified by a special
interest in

rowing competition and by their willingness to contribute voluntarily
their time

and services to the purposes of the corporation, all as determined by
a majority

vote of the whole board of directors of the corporation.  Only Active Members, shall have a vote
on matters coming before the members of the corporation.

2.3 Sustaining Members. Sustaining Members shall have an active membership status for the purposes of the
corporation as evidenced by substantial contributions to the corporation, in
cash or in kind. Board has the power to appoint Sustaining/Lifetime Membership
at its discretion based on individual contribution.

2.4 Limited Competing Members. Limited Competing Members shall be

qualified by a special interest in rowing competition. They shall be
entitled to row as members of the Rocky Mountain Rowing Club in competition. Limited
Competing Members shall have no voting power.

2.5 Student Members. Student members are students enrolled full time
in

undergraduate universities. Student Members shall have membership

privileges from May through September for the membership year. The
intent of

Student Membership is to give undergraduate college students the
opportunity

to row. Student Members shall have no voting power.

2.6 Supporting Members. Supporting Members are those persons or
entities

who make any contribution to the corporation, who request membership
in the

corporation and who are not Active Members, Limited Competing Members,
or

Sustaining Members. Supporting Members shall have no voting power.

2.7 Junior Members. Junior Members are a class of Active members who
are

participants in the Junior rowing program subject to the rules and
policies of

that program as set out in the Junior Program Handbook. Junior Members

shall have no voting power.

2.8 Certificates. The corporation may issue certificates evidencing
membership

therein.

2.9 Resignation. Any member may resign by submitting their written

resignation to the corporation and such resignation shall be effective
upon

delivery to any officer of the corporation.

3.0 Termination. The Board of Directors is authorized to terminate any
member

who no longer qualifies as a member in the corporation upon its sole
discretion.

ARTICLE III: Meeting of Members

3.1 Annual Meeting. The annual meeting of members for the election of the
board of directors to succeed those whose terms expire and for the transaction
of such other business as may come before the meeting shall be held each year
in

November. Date, time and place of the Annual Meeting shall be set as
in (3.3 & 3.4). Failure to hold the annual meeting at the designated time
shall not work as a forfeiture or dissolution of the corporation.

3.2 Special Meetings. Special meetings of members for any purpose or

purposes, unless otherwise prescribed by statute or by the Articles of

Incorporation, may be called at any time by the President or by the
Board of

Directors and shall be called by the President or Secretary upon the
written

request (which shall state the purpose or purposes therefore) of
members

holding at least 30% of the voting power of the corporation. Business
transacted

at any special meeting of members shall be limited to the purpose or
purposes

stated in the notice.

3.3 Place of Meeting. Meetings of members-shall be held at such place
or

places, within or without the State of Colorado, as may be designated
from

time to time by the Board of Directors.

3.4 Notice of Meeting. Except as otherwise provided by statute, notice
of each

meeting of members, whether annual or special, shall be given not less
than

ten (10) nor more than fifty (50) days prior thereto to each member
entitled to

vote thereat by delivering written notice thereof to such member
personally, by email or by depositing the same in the United States mail,
postage prepaid, directed to the member at the member’s address as it appears
on the records of the corporation. The notice of all meetings shall state the
place, day and hour

thereof. The notice of a special meeting shall, in addition, state the
purposes

thereof.

3.5 Organization. The President or Vice-President shall call meetings
of

members to order and, unless the members otherwise direct, act as
chairman

of such meetings. In the absence of said officers, any member entitled
to vote

thereat, or any proxy of any such member, may call the meeting to
order and a

chairman shall be elected by a majority of the members entitled to
vote. In the

absence of the Secretary and Assistant Secretary of the corporation,
any

person appointed by the chairman shall act as secretary of such
meetings.

3.6 Agenda and Procedure. The Board of Directors shall have the
responsibility

of establishing an agenda for each meeting of members, subject to the
rights of

members to raise matters for consideration which may otherwise
properly be

brought before the meeting although not included within the agenda.
The

chairman shall be charged with the orderly conduct of all meetings of members;
provided, however, that in the event of any difference in opinion with respect
to the proper course of action which cannot be resolved by reference to statute,
the Articles of Incorporation or these Bylaws, Robert's Rules of Order (as last
revised) shall govern the disposition of the matter.

3.7 Quorum. The holders of 25% of the current outstanding votes
entitled to vote at any meeting of members shall, when present in person or
represented by absentee vote, constitute a quorum at all meetings of members
for the transaction of business.

3.8 Adjournment. When a meeting is for any reason adjourned to another
time

or place, notice need not be given of the adjourned meeting if the
time and

place thereof are announced at the meeting at which the adjournment is
taken.

At the adjourned meeting any business may be transacted which might
have

been transacted at the original meeting.

3.9 Voting. Each member having voting power is, at every meeting of

members, entitled to one vote. No proxy vote allowed; in order to vote
member must be present at meeting or vote by absentee ballot. Absentee votes
are valid and must be sent to Secretary of the corporation 2 days prior to the
meeting.  Secretary must verify
voting status of each absentee vote.

ARTICLE IV: Board of Directors

4.1 Election and Tenure. The business and affairs of the corporation
shall be

managed by a President, Vice President, Secretary and a Board of
Directors. The President, Vice President, Secretary and Board of Directors
shall be elected at the annual meetings of members. Each elected position shall
be elected to serve and to hold office until the next succeeding annual meeting
and until a successor shall be elected and shall qualify, or until their
earlier death, resignation or removal.

4.2 Number and Qualification. The Board of Directors shall consist of
not less

than three (3) nor more than twenty-five (25) natural persons who are
at least

eighteen (18) years of age with the specific number to be fixed from
time to

time by resolution adopted by the Board of Directors.

4.3 Organizational Meetings. As soon as practicable after each annual
election

of  the Board of
Directors, the Board of Directors shall meet for the purpose of organization
and selection any outstanding Board of Directors and the transaction of any
other business.

4.4 Regular Meetings. Regular meetings of the Board of Directors shall
be held

at such time or times as may be determined by the Board of Directors
and

specified in the notice of such meeting.

4.5 Special Meetings. Special meetings of the Board of Directors may
be called

by the President and shall be called by the President or Secretary on
the

written request of any two (2) directors.

4.6 Place of Meetings. Any meeting of the Board of Directors may be
held at

such place or places either within or without the State of Colorado as
shall from

time to time be determined by the Board of Directors or fixed by the
Chairman

of the Board and as shall be designated in the notice of the meeting.

4.7 Notice of Meetings. Notice of each meeting of directors, whether

organizational, regular or special, shall be given to each director. Notice
shall be given by E-mail and posted on the corporation's website, and it shall
be so given at least four (4) days prior to the meeting.

The notice of all meetings shall state the place, date, and hour
thereof, but

need not, unless otherwise required by statute, state the purpose or
purposes

thereof.

4.8 Quorum at Board of Directors Meetings. One third of the number of
directors fixed by paragraph 4.2 shall constitute a quorum at all meetings of
the Board of Directors, and the vote 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 statute, the
Articles of Incorporation or these Bylaws. In the absence of a quorum at any
such meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice, other than announcement at the meeting,
until a quorum shall be present.

4.9 Organization, Agenda and Procedure. The President of the Board, or
in the

President’s absence any director chosen by a majority of the directors
present,

shall act as chairman of the meetings of the Board of Directors. In
the absence

of the Secretary and Assistant Secretary, any person appointed by the chairman
shall act as secretary of such meetings. The agenda of and procedure for such
meetings shall be as determined by the Board of Directors. Members of the Board
of Directors or any committee designated by such Board may participate in a
meeting of the Board or committee by means of conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear each other at the same time. Such participation shall constitute presence
in person at the meeting.

4.10 Resignation. Any director of the corporation may resign at any
time by

giving written notice of their resignation to the Board of Directors,
to the

President, Vice President or the Secretary of the corporation. Such

resignation shall take effect at the date of receipt of such notice or
at any later

time specified therein and, unless otherwise specified therein, the
acceptance

of such resignation shall not be necessary to make it effective.

4.11 Removal. Any director may be removed, either with or without
cause, at

any time, by the affirmative vote of two thirds of the directors or by
holders of a

majority of the corporation's voting power. The vacancy in the Board
of

Directors caused by any such removal may be filled by the Board of
Directors

as provided in paragraph 4.12.

4.12 Vacancies. Any vacancy occurring for any reason in the Board of

Directors may be filled by the affirmative vote of a majority of the
directors then

in office, though less than a quorum of the Board of Directors. 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 or
by an election

at an annual meeting or at a special meeting of members called for
that

purpose. A director elected to fill a vacancy shall be elected for the
unexpired

term of the predecessor in office and shall hold office until
expiration of such

term and until their successor shall be elected and shall qualify or
until their

earlier death, resignation or removal. A director chosen to fill a
position

resulting from an increase in the number of directors shall hold
office until the

next annual meeting of members and until their successor shall be
elected and

shall qualify, or until their earlier death, resignation or removal.

4.13 Executive Committee. The Board of Directors, by resolution
adopted by a

majority of the number of directors fixed by paragraph 3.2, may
designate from

among its members an executive committee and one or more other

committees, which committees, to the extent provided in such
resolution and

by statute, shall have and may exercise all of the authority of the
Board of

Directors in the management of the corporation. Persons who are not
directors

may sit on any committee, provided there shall always be at least two
directors

on each committee.

ARTICLE V: Waiver of Notice and Action by Consent

5.1 Waiver of Notice. Whenever any notice is required to be given
under the

provisions of a statute, the Articles of Incorporation, or these
Bylaws, a waiver

thereof either in writing signed by the person entitled to said notice
(or such

person's agent or attorney in fact thereunto authorized) or by
telegraph, cable,

or any other available method of communication, whether before, at, or
after

the time stated therein, or the appearance of such person or persons
at such

meeting in person or by proxy (except for the sole purpose of
challenging the

propriety of the meeting), shall be deemed equivalent to such notice.

5.2 Action Without a Meeting. Any action required or which may be
taken at a

meeting of the directors, or members, or executive committee, or other

committee of the directors, may be taken without a meeting if a
consent in valid

E-mail, setting forth the action so taken, shall be signed by all of
the directors, or members, or executive or other committee members, as the case
may be, entitled to vote with respect to the subject matter thereof.

ARTICLE VI: Officers

6.1 President. The President shall be the chief executive officer of
the

corporation. The President shall preside at meetings of the members
and

shall have general and active management of the business of the
corporation.

The President shall see that all orders and resolutions of the Board
of Directors

are carried into effect and in general shall perform all duties as may
from time

to time be assigned to the President by the Board of Directors.

6.2 Vice-President. The Vice-President shall perform such duties and

possess such powers as from time to time may be assigned to them by
the

Board of Directors. In the absence of the President, or in

the event of the President’s inability or refusal to act, the
Vice-President shall perform the duties of the President, and when so performing,
shall have all the powers of and be subject to all the restrictions upon the
President.

6.3 Secretary. The Secretary shall perform such duties and shall have
such

powers as from time to time may be assigned to the Secretary by the
Board of

Directors. In addition, the Secretary shall perform such duties

and have such powers as are incident to the Office of Secretary,
including,

without limitation, the duty and power: to give notice of all meetings
of

members and the Board of Directors; to attend such meetings and keep a

record of the proceedings; and, to be custodian of the corporate
records, the

corporate seal and to affix and attest to the same on documents, the
execution

of which on behalf of the corporation is authorized by these Bylaws or
by the

action of the Board of Directors.

6.4 Treasurer (as a member of the general Board of Directors). The
Treasurer shall perform such duties and shall have such powers as may from time
to time be assigned to the Treasurer by the Board of Directors or the
President. In addition, the Treasurer shall perform such duties and have such
powers as are incident to the Office of Treasurer, including,  and be responsible for all funds

and securities of the corporation; to deposit funds of the corporation
in

depositories selected in accordance with these Bylaws; disburse such
funds as

ordered by the Board of Directors, making proper accounts thereof; and
to

render as required by the Board of Directors, statements of all such

transactions as Treasurer and of the financial condition of the
corporation.

6.5 Members of the Board of Directors shall perform such duties and
possess such powers as from time to time shall be assigned to them by the Board
of Directors. In the absence, inability, or refusal of the Secretary to act,
the Board of Directors shall perform the duties and exercise the powers of the
Secretary.

6.6 Ethics. Each board member or officer must remain free of any
potential

influence, interest or relationship that might conflict with the
interests of the

club. Each board member must seek to avoid any activity which
interferes or

might interfere with the independent exercise of his or her judgment
in the

interests of the club. The following guidelines, although not
exhaustive, should

provide direction regarding conduct that would create an appearance of

impropriety:

a. Board members should not engage in any activities that place
themselves in

a position where the carrying out of the proposed activity would be
adverse to

the interests of the club.

b. Board members should not place themselves in situations that bring
the club

into disrespect and/or dispute.

ARTICLE VII: Execution of Instruments; Loans; Checks and Endorsements;

Deposits; Proxies

7.1 Execution of Instruments. The President, Vice-President, Secretary
shall have the power to execute and deliver on behalf and in the name of the
corporation any instrument requiring the signature of an officer of the
corporation, except as otherwise provided in these Bylaws or where the
execution and delivery thereof shall be expressly delegated by the Board of
Directors to some other officer or 
agent of the corporation. Unless authorized to do so by these Bylaws or
by the Board of Directors, no officer, agent or employee shall have any power
or authority to bind the corporation in any way, to pledge its credit or to
render it liable pecuniarily for any purpose or in any amount.

7.2 Loans. No loan shall be contracted on behalf of the corporation,
and no

evidence of indebtedness shall be issued, endorsed or accepted in its
name,

unless authorized by the Board of Directors.

7.3 Checks and Endorsements. All checks, drafts or other orders for
the

payment of money, obligations, notes or other evidences of
indebtedness, bills

of lading, warehouse receipts, trade acceptances, and other such
instruments

shall be signed or endorsed by such officers or agents of the
corporation as

shall from time to time be determined by resolution of the Board of
Directors,

which resolution may provide for the use of facsimile signatures.

7.4 Deposits. All funds of the corporation not otherwise employed
shall be

deposited from time to time to the corporation's credit in such banks
or other

depositories as shall from time to time be determined by resolution of
the

Board of Directors, which resolution may specify the officers or
agents of the

corporation who shall have the power, and the manner in which such
power

shall be exercised, to make such deposits and to endorse, assign and
deliver

for collection, and deposit checks, drafts and other orders for the
payment of

money payable to the corporation or its order.

ARTICLE VIII: Corporate Seal

8.1 Corporate Seal. The corporate seal shall be in such form, as shall
be

approved by resolution of the Board of Directors. Said seal may be
used by

causing it or a facsimile thereof to be impressed or affixed or in any
other

manner reproduced. The impression of the seal may be made and attested
by

either the Secretary or Assistant Secretary for the authentication of
contracts or

other papers requiring the seal.

ARTICLE IX: Fiscal Year

9.1 Fiscal Year. The fiscal year of the corporation shall be such year
as shall be

established by the Board of Directors.

ARTICLE X: Corporate Books and Records

10.1 Corporate Books and Records. The books and records of the
corporation

may be kept within or without the State of Colorado at such place or
places as

may be from time to time designated by the Board of Directors.

10.2 Audits of Books and Accounts. The corporation's books and
accounts

shall be audited at such times and by such auditors as shall be
specified and

designated by resolution of the Board of Directors.

ARTICLE XI: Emergency Bylaws

11.1 Emergency Bylaws. The Board of Directors may adopt emergency
Bylaws

in accordance with and pursuant to the provisions therefore from time
to time

set forth in the Colorado Corporation Code.

ARTICLE XII: Amendments

12.1 Amendments. All Bylaws of the corporation shall be subject to
alteration,

amendment or repeal, and new Bylaws, may be added, by the Board of

Directors. The members shall have the same powers and the further
power to

restrict such powers in the Board of Directors.

AMENDED November 5, 2010

APPROVED effective as of March, 1985.

AMENDED effective as of November, 1997.

AMENDED effective as of April 2002.

AMENDED effective as of Feb 2008.

AMENDED effective as of April 2008.

Amended effective July 2009 (section 6.11)

RMRC Bylaws
http://rockymountainrowing.org/print/46

14 of 15 12/10/09 11:47 AM

Source URL: http://rockymountainrowing.org/bylaws

Links:

[1] http://rockymountainrowing.org/bylaws#art1

[2] http://rockymountainrowing.org/bylaws#art2

[3] http://rockymountainrowing.org/bylaws#art3

[4] http://rockymountainrowing.org/bylaws#art4

[5] http://rockymountainrowing.org/bylaws#art5

[6] http://rockymountainrowing.org/bylaws#art6

[7] http://rockymountainrowing.org/bylaws#art7

[8] http://rockymountainrowing.org/bylaws#art8

[9] http://rockymountainrowing.org/bylaws#art9

[10] http://rockymountainrowing.org/bylaws#art10

[11] http://rockymountainrowing.org/bylaws#art11

[12] http://rockymountainrowing.org/bylaws#art12