RMRC Bylaws
Submitted by admin on Fri, 01/25/2008 - 11:42am.
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ARTICLE I: Offices |
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| 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. | |
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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.
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| 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. All voting power of the corporation shall be held by Active Members, each of whom shall have one vote on all matters coming before the members of the corporation. | |
| 2.3 Sustaining Members. Sustaining Members shall have a special interest in the purposes of the corporation as evidenced by contributions to the corporation, in cash or in kind, equal to $1,000 or more, shall request membership as a sustaining Member and shall be entitled to meet with directors of the corporation at reasonable times and places at their expense to review the affairs and activities of the corporation. Sustaining Members shall have no voting power. | |
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2.4 Limited Competing Members. Limited Competing Members shall be qualified by a 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 during the summer. Student Members shall have no voting power. |
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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. |
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| 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. | |
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3.0 Termination. The Board of Directors is authorized to terminate any member who no longer qualifies as a member in the corporation.
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ARTICLE III: Meeting of Members
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| 3.1 Annual Meeting. The annual meeting of members for the election 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. If the day so fixed for such annual meeting shall be a legal holiday at the place of the meeting, then such meeting shall be held on the next succeeding business day at the same hour. Failure to hold the annual meeting at the designated time shall not work 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 5% 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 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 ten votes entitled to vote at any meeting of members shall, when present in person or represented by proxy, 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. | |
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3.9 Voting. Each member having voting power is, at every meeting of members, entitled to one vote.
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ARTICLE IV: Board of Directors
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| 4.1 Election and Tenure. The business and affairs of the corporation shall be managed by a Board of Directors. The directors shall be elected at the annual meetings of members. Each director 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. Directors must be Active Members. | |
| 4.3 Organizational Meetings. As soon as practicable after each annual election of directors, the Board of Directors shall meet for the purpose of organization, selection of a Chairman of the Board, election of officers 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. If such notice is given either (a) by delivering written notice to a director personally, or (b) by telephone personally to such director, it shall be so given at least two (2) days prior to the meeting. If such notice is given either (a) by depositing a written notice in the United States mail, postage prepaid, or (b) by transmitting a cable or telegram, in all cases directed to such director at the director’s residence or place of business, 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. 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, any 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. | |
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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.
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ARTICLE V: Waiver of Notice and Action by Consent
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| 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. | |
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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 writing, 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.
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| 6.1 Election and Tenure. The Membership of the Corporation annually shall elect a President, a Secretary, and a Treasurer. The Board of Directors may also elect or appoint such Vice-Presidents, other officers and assistant officers as may be determined by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary. Each officer so elected or appointed shall continue in office until their successor shall be elected or appointed and shall qualify, or until their earlier death, resignation or removal. | |
| 6.2 Resignation, Removal and Vacancies. Any officer may resign at any time by giving written notice thereof to the Board of Directors or to the President. Such resignation shall take effect on the date specified therein and no acceptance of the same shall be necessary to render the same effective. Any officer may at any time be removed by the affirmative vote of a majority of the number of directors specified in paragraph 3.2, or by an executive committee duly authorized. If any office becomes vacant for any reason, the vacancy may be filled by the Board of Directors. An office appointed to fill a vacancy shall be appointed for the unexpired term of the predecessor in office and shall continue in office until a successor shall be elected or appointed and shall qualify, or until their earlier death, resignation or removal. | |
| 6.3 President. The President shall be the chief executive officer of the corporation. The President shall preside at all 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. | |
| 6.4 Vice-Presidents. The Vice-Presidents shall perform such duties and possess such powers as from time to time may be assigned to them by the Board of Directors or by the President. In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents, in the order designated, or in the absence of any designation, then in the order of their election) 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. | |
| 6.5 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 or the President. 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. | |
| 6.6 Treasurer. 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, without limitation, the duty and power: to keep 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. | |
| 6.7 Assistant Secretaries. The Assistant Secretaries shall perform such duties and possess such powers as from time to time shall be assigned to them by the Board of Directors, the President, or the Secretary. In the absence, inability, or refusal of the Secretary to act, the Assistant Secretaries, in the order determined by the Board of Directors, shall perform the duties and exercise the powers of the Secretary. | |
| 6.8 Assistant Treasurers. The Assistant Treasurers shall perform such duties and possess such powers as from time to time shall be assigned to them by the Board of Directors, the President, or the Treasurer. In the absence, inability, or refusal of the Treasurer to act, the Assistant Treasurers, in the order determined by the Board of Directors, shall perform the duties and exercise the powers of the Treasurer. | |
| 6.9 Bond of Officers. The Board of Directors may require any officer to give the corporation a bond in such sum and with surety or sureties as shall be satisfactory to the Board of Directors for such terms and conditions as the Board of Directors may specify, including, without limitation, for the faithful performance of the officer’s duties and for the restoration to the corporation of all property in the officer’s possession or under their control belonging to the corporation. | |
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6.10 Salaries. Officers of the corporation shall be entitled to such salaries, emoluments, compensation or reimbursement as shall be fixed or allowed from time to time by the Board of Directors.
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6.11 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 excercise of his or her judgement in the interests of the club. The following guidlines, 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. |
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ARTICLE VII: Execution of Instruments; Loans; Checks and Endorsements; Deposits; Proxies
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| 7.1 Execution of Instruments. The President or any Vice-President shall have 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. | |
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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.
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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.
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9.1 Fiscal Year. The fiscal year of the corporation shall be such year as shall be established by the Board of Directors.
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ARTICLE X: Corporate Books and Records
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| 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. | |
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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.
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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.
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| 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. | |
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APPROVED effective as of March, 1985.
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AMENDED effective as of November, 1997.
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AMENDED effective as of April 2002.
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| AMENDED effective as of Feb 2008.
AMENDED effective as of April 2008.
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Amended effective July 2009 (section 6.11) |
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