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                              FRONT RANGE RESCUE DOGS, INC.

 

                             AMENDED AND RESTATED BYLAWS

 

ARTICLE I                                                   OFFICES

 

1.         Business Offices.  The principal office of the corporation in the State of Colorado shall be located at P.O. Box 18181, Boulder, Colorado 80308.  The corporation may have such other offices, either within or without the State of Colorado, as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

 

2.         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                                                MEMBERS

 

1.         Two Classes of Members.  The corporation shall have two classes of members: Operational members and Affiliate members.  The designation of such classes and the qualifications and rights of the members of such classes shall be set forth in these Bylaws and the Policies and Procedures established and maintained by the corporation pursuant to Article XV of these Bylaws (the "Policies and Procedures"), the Standards and Evaluations established and maintained by the corporation pursuant to Article XVI of these Bylaws (the "Standards and Evaluations"), and the corporation's Amended and Restated Articles of Incorporation.

 

2.         Election of Members.  In order to become a member of the corporation a person must agree to abide with all of the requirements of the applicable Policies and Procedures, and comply with the Standards and Evaluations, and thereafter must be elected to their position by the affirmative vote of a majority of the members of the corporation entitled to vote at any February, May, August and November quarterly meetings.

 

3.         Voting Rights.  Each Operational member shall be entitled to one vote on each matter submitted to a vote of the members.  Each Affiliate member shall be entitled to one vote on each non-operational matter as is defined in the Policies and Procedures. 

 

4.         Removal and Suspension of Members.

(a)       The Board of Directors, by a majority vote, may terminate the membership of any member who becomes ineligible for membership or, in accordance with Article XI of these Bylaws, suspend or expel any member who shall be in default in the payment of dues.

 

(b)       The Board of Directors, by the affirmative vote of at least two‑thirds of all of the members of the Board and after an appropriate hearing, may suspend a member for failure to abide by any provision of the Policies and Procedures or comply with any provisions of the Standards and Evaluations.  The suspension shall remain in force for not more than thirty days within which time the matter must be brought before the voting membership at a meeting.  At such meeting, by the affirmative vote of three‑quarters of the voting members of the corporation, the suspension shall be sustained, rejected, changed to a removal or to such other solution as fits the circumstances.

 

(c)        Except as provided in Section 4(a) above, a member can be removed from membership only for cause.  Causes for removal may include, but are not limited to, Affiliate members in the candidate process not progressing towards Operational status or achieving Operational status within their candidate period, any willful action inconsistent with the aims and purposes of the corporation, any flagrant misconduct or disobedience of orders during a mission, any criminal, dishonest, immoral or notoriously disgraceful conduct, and any willful disregard for the rights or duties of members as set forth in these Bylaws or the Policies and Procedures or the Standards and Evaluations.

 

(d)       At the February, May, August and November quarterly meetings the status of all Affiliates in the candidate process will be reviewed.  At any quarterly meeting other than the one that ends a candidate’s period an Affiliate in the candidate process can be removed from the candidate process if three-quarters of the voting membership votes to remove him or her.  At the quarterly meeting that ends a candidate’s period he or she will be removed from membership unless they have been elected by a majority vote or extended at the discretion of the Board of Directors as per personnel policy. 

 

(e)       Any proposal to remove a member must state the cause for removal.  The president shall notify the member in writing of the proposal, the cause, and of the date, time and place of the meeting at which the proposal is to be voted on by the members of the corporation.  The member who is the subject of such a proposal shall have the right to (i) attend the meeting and produce witnesses on his/her behalf, (ii) confront opposing witnesses, and (iii) submit affidavits to be read at the meeting.  Any proposal to remove a member shall become null and void at the close of the meeting at which the issue of removal is to be decided, unless such proposal shall have been passed by the affirmative vote of three‑quarters of the voting members of the corporation prior to the close of such meeting.

 

(f)        Written notification of any removal shall be mailed to the member's last known address by the President or the Secretary.

 

(g)       In addition to a suspension imposed by the Board of Directors pursuant to Section 4(b) above, a member may be suspended from membership for cause by (i) any officer, or (ii) any field team leader during a mission.  The suspension shall remain in force for not more than thirty days within which time the matter must be brought before the voting membership at a meeting.  At such meeting, by the affirmative vote of three‑quarters of the voting members of the corporation, the suspension shall be sustained, rejected, changed to a removal or to such other solution as fits the circumstances.

 

5.         Resignation.  Any member may resign by filing a written resignation with the President or the Secretary of the corporation, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.

 

6.         Reinstatement.  To request a reinstatement a former Operational or Affiliate member must file a written request for reinstatement with the President or Secretary. Board of Directors shall consider such reinstatement at its next scheduled meeting.  To be reinstated, a former Operational or Affiliate member must again comply with all of the requirements of the applicable Policies and Procedures and Standards and Evaluations, provided, however, that the Board of Directors, in its sole discretion, may waive the requirement that such former Operational member so comply.  Upon compliance with all of the requirements of the applicable Policies and Procedures, or waiver of such compliance by the Board of Directors, the Board shall schedule a vote of the members on the reinstatement of such former Operational or Affiliate member.  In order to be reinstated, the former Operational or Affiliate member must be re‑elected to Operational or Affiliate status by the affirmative vote of two‑thirds of the members of the corporation who are entitled to vote.

 

7.         Transfer of Membership.  Membership in this corporation is not transferable or assignable.

 

8.         Leave of Absence.  Any member may request a leave of absence, described in Policies and Procedures, for consideration in writing to the Board of Directors.

 

 

ARTICLE III                                 MEETINGS OF MEMBERS

 

1.         Annual Meeting.  An annual meeting of the members shall be held on the first Monday of February in each year, for the purpose of electing Officers and for the transaction of such other business as may come before the meeting.  If the day fixed for the annual meeting shall be a legal holiday in the State of Colorado, such meeting shall be held on the next succeeding business day.  If the election of Officers shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as is reasonably convenient.

 

2.         Regular Business Meeting.  A regular business meeting of the members shall be held on the first Monday of August in each year, for the transaction of such business as may come before the meeting.  If the day fixed for the regular business meeting shall be a legal holiday in the State of Colorado, such meeting shall be held on the next succeeding business day.

 

3.         Special Meetings.  Special meetings of the members will be called at the written request of (i) the Board of Directors, (ii) any two Officers, or (iii) three voting members.

 

4.         Place of Meeting.  The Board of Directors may designate any place, either within or without the State of Colorado, as the place of meeting for any annual meeting or for any regular business or special meeting called by the Board of Directors.  If no designation is made or if a meeting be otherwise called, the place of meeting shall be the home of the then current President of the corporation; but if all of the members shall meet at any time and place, either within or without the State of Colorado, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

 

5.         Notice of Meetings.  Written notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than ten or more than fifty days before the date of such meeting, by or at the direction of the President, or the Secretary, or the Officers or other persons calling the meeting.  In case of a special meeting or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice.  If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.  All meetings of the corporation shall be open to all members, except that meetings to discuss and vote on applications for proposed Operational members shall be closed to all except voting members.

 

6.         Informal Action by Members.  Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

 

7.         Quorum.  The members holding the majority of the votes which may be cast at any meeting shall constitute a quorum at such meeting.  If a quorum is not present at any meeting of the members, a majority of the members present may adjourn the meeting from time to time without further notice.

 

8.         Proxies.  At any meeting of the members, a member entitled to vote may vote by proxy executed in writing by the member, or by such member's authorized attorney‑in‑fact, and delivered to the President or the Secretary of the corporation prior to or at such meeting.  Votes received by the President or Secretary after the question has been decided shall be null and void.  No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

 

9.         Manner of Acting.  A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by a proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater portion is required by law or by these Bylaws.  A voting member may vote on any issue submitted to the members for a vote, and may express an opinion at any meeting.

 

10.       Voting by Mail.  Where directors or officers are to be elected by members or any class or classes of members, such election may be conducted by mail in such manner as the Board of Directors shall determine.

 

ARTICLE IV                                  BOARD OF DIRECTORS

 

1.         General Powers.  The affairs of the corporation shall be managed by its Board of Directors.  Directors need not be residents of the State of Colorado.  All officers of the corporation elected by the members also shall be Directors.

 

2.         Number, Tenure and Qualifications.  The minimum number of Directors shall be five.  Each Director shall hold office until the next annual meeting of members and until their successor shall have been elected and qualified.

 

3.         Regular Meetings.  A regular annual meeting of the Board of Directors shall be held without other notice than this Bylaw, immediately before, and at the same place as, the annual meeting and the regular business meeting of the members.  The Board of Directors may provide by resolution the time and place, either within or without the State of Colorado, for the holding of additional regular meetings of the Board without other notice than such resolution.

 

4.         Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors.  The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Colorado, as the place for holding any special meeting of the Board called by them.

 

5.         Notice of Meetings.  Notice of each meeting of Directors, whether annual, regular or special, shall be given to each Director.  If such notice is given either (a) by personally delivering written notice to a ‑ Director or (b) by personally telephoning or other oral notice 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 his 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.

 

6.         Quorum.  A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

 

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.         Vacancies.  Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of a decrease in the number of Directors may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors.  A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

 

9.         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 therefor.

 

10.       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.

 

11.       Meetings by Telephone.  Members of the Board of Directors or any committee designated thereby may hold or participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment provided that all such persons so participating in such meeting can hear each other at the same time.

 

 

ARTICLE V                                                OFFICERS

 

1.         Officers.  The elected officers of the corporation shall be a President, a Vice President, a Secretary, a Treasurer, and an Emergency Liaison Officer.  No person shall be nominated, elected or appointed to office (i) unless such person is at least 21 years of age, (ii) unless such person is an Operational member of the corporation, and (iii) without such person's verbal or written acceptance, provided, however, that upon the affirmative vote of a majority of the Board of Directors, an Affiliate member may be nominated, elected or appointed to the office of Secretary or Treasurer.  The Board of Directors may appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, 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 or more offices may be held by the same person, except the offices of President and Secretary.

 

2.         Election and Term of Office.  The elected officers of the corporation shall be elected annually by the voting members at the annual meeting of the members.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is reasonably convenient.  New offices may be created and filled at any meeting of members or the Board of Directors, as appropriate.  Each officer shall hold office until his successor shall have been duly elected or appointed and shall have qualified.

 

3.         Removal.  Any officer appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby.

 

4.         Vacancies.  A vacancy in any elected office because of death, resignation, removal or otherwise, may be filled for the unexpired portion of the term by the voting members of the corporation at a meeting of such members.

 

5.         President.  The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation.  The President shall preside at all meetings of the members and of the Board of Directors.  The President also shall supervise fund raising activities, public demonstrations, missions, and other official interactions between FRRD and the general public.  The President must approve all correspondence of the corporation.  The President may sign, with the Secretary or any other proper officer of the corporation, contracts or other instruments which the Board of Directors has authorized to be executed, except in the cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the corporation; and in general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

 

6.         Vice President.  In the absence of the President or in event of his 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 of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  The Vice President shall be responsible for ensuring compliance with the Standards and the Policies and Procedures, and shall oversee all training and attendance requirements.  The Vice President also shall perform such other duties as from time to time may be assigned to such person by the President or by the Board of Directors.

 

7.         Treasurer.  If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.  The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VIII of these Bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to such person by the President or by the Board of Directors.

 

8.         Secretary.  The Secretary shall, keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, ‑the execution of which on behalf of the corporation is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address of each member which shall be furnished to the Secretary by such member and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to such person by the President or by the Board of Directors.

 

9.         Emergency Liaison Officer.  The Emergency Liaison Officer shall be responsible for initiating and maintaining contact with local, state and national search and rescue groups and requesting agencies, and shall serve as the designated representative local, state and national organizations.  The Emergency Liaison Officer shall keep the officers and members of the corporation informed of matters of local, state and national search and rescue dog concern.  The Emergency Liaison Officer also shall assist the officers of the corporation as requested by the President or the Board of Directors to resolve problems with local, state or national search and rescue groups or requesting agencies, and shall be responsible for maintaining a current call list of Operational members.

 

10.       Assistant Treasurers and Assistant Secretaries.  If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.  The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors.

 

ARTICLE VI                                           COMMITTEES

 

1.         Committees of Directors.  The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation, except that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the Policies and Procedures or the Standards and Evaluations; electing, appointing or removing any member of any such committee or any Director or officer of the corporation; amending the articles of incorporation; restating articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; or amending, altering or repealing any resolution of the Board of Directors.  The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him by law.

 

2.         Other Committees.  Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be appointed in such manner as may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present.  Except as otherwise provided in such resolution, members of each committee shall be members of the corporation, and the President of the corporation shall appoint the members thereof.  Any member thereof may be removed by the person or persons authorized to appoint such members whenever in their judgment the best interests of the corporation shall be served by such removal.

 

3.         Term of Office.  Each member of a committee shall continue as such until the next annual meeting of the members of the corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

 

4.         Chairman.  One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.

 

5.         Vacancies.  Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

 

6.         Quorum.  Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

 

7.         Rules.  Each committee may adopt rules for its own government not inconsistent with these Bylaws, the Policies and Procedures, the Standards and Evaluations or with rules adopted by the Board of Directors.

 

ARTICLE VII                                              MISSIONS

 

The corporation shall attempt to respond to any and all valid requests for canine search and rescue assistance.  Valid requests shall be those originating from law enforcement agencies, governmental agencies, and recognized search and rescue groups.  No member is required to respond, but all members are encouraged to assist to the best of their abilities in accordance with these Bylaws and the Policies and Procedures.  Unless otherwise authorized by the President or the Board of Directors, only Operational members will respond on behalf of the corporation to any request for canine search and rescue assistance.

 

ARTICLE VIII                                     INDEMNIFICATION

 

1.         Indemnification.  To the extent permitted or required by the act (as defined below) and any other applicable law, if any director or officer (as defined below) of the corporation is made a party to or is involved in (for example as a witness) any proceeding (as defined below) because such person is or was a director or officer of the corporation, the corporation (1) shall indemnity such person from and against any judgments, penalties, fines (including but not limited to ERISA excise taxes), amounts paid in settlement and reasonable expenses (including but not limited to expenses of investigation and preparation, and fees and disbursements of counsel, accountants or other experts) incurred by such person in such proceeding, and (II) shall advance to such person expenses incurred in such proceeding.

 

The corporation may in its discretion (but is not obligated in any way to) indemnity and advance expenses to an employee or agent of the corporation to the same extent as to a director or officer.

 

The foregoing provisions for indemnification and advancement of expenses are not exclusive, and the corporation may at its discretion provide for indemnification or advancement of expenses in a resolution of its members or Directors, in a contract or in its articles of incorporation.

 

Any repeal or modification of the foregoing provisions of this article for indemnification or advancement of expenses shall not affect adversely any right or protection stated in such provisions with respect to any act or omission occurring prior to the time of such repeal or modification.  If any provision of this article or any part thereof shall be held to be prohibited by or invalid under applicable law, such provision or part thereof shall be deemed amended to accomplish the objectives of the provision or part thereof as originally written to the fullest extent permitted by law, and all other provisions or parts shall remain in full force and effect.

 

As used in‑this article, the following terms have the following meanings:

A.  Act.  The term "act" means the Colorado Nonprofit Corporation Act as it exists on February 3, 1997, the date these Bylaws are adopted, and as the Colorado Nonprofit Corporation Act thereafter may be amended from time to time.  In the case of any amendment of the Colorado Nonprofit Corporation Act after the date of adoption of these Bylaws, when used with reference to an act or omission occurring prior to effectiveness of such amendment, the term "act" shall include such amendment only to the extent that the amendment permits a corporation to provide broader indemnification rights than the Colorado Nonprofit Corporation Act permitted prior to the amendment.

 

B.  Director or Officer.  The term "director" or "officer" means (I) a director or officer of the corporation and (II) while an individual is a director or officer of the corporation, the individual's serving at the corporation's request as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, and (III) any other position (not with the corporation itself) in which a director or officer of the corporation is serving at the request of the corporation and for which indemnification by the corporation is permitted by the act.

 

C.  Proceeding. The term "proceeding" means any threatened, pending or completed action, suit, or proceeding whether civil, criminal, administrative or investigative, and whether formal or informal.

 

D.  Code. The term "Code" means the Internal Revenue Code of 1986, as amended from time to time.

 

2.         Limitation.  Notwithstanding any other provision of this Article VII, during any period that the corporation is a "private foundation" within the meaning of section 509 of the Code, or any corresponding provision of any future United States tax law, the corporation shall not indemnity any person from or against or advance to any person the cost of, such expenses, judgments, fines, or amounts paid or necessarily incurred, nor shall the corporation purchase or maintain such insurance, to the extent that any such indemnification, purchase, or maintenance would be determined to be an act of self‑dealing within the meaning of section 4941 of the Code, to be a taxable expenditure within the meaning of section 4945 of the Code, or to be otherwise prohibited under the Code, unless and to the extent (i) a court orders such indemnification, or (ii) the purchase or maintenance of such insurance can be treated as reasonable compensation to such person.

 

ARTICLE IX CONTRACTS, CHECKS, DEPOSITS, GIFTS AND PROXIES

 

1.         Contracts.  The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, 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.

 

2.         Checks, Drafts, Etc.  All checks, drafts or 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, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.  In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the corporation.

 

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 general purposes or for any special purpose of the corporation.

 

5.         Proxies.  Unless otherwise provided by resolution adopted by the Board of Directors, the President or any Vice President may from time to time appoint one or more agents or attorneys in fact of the corporation, in the name and on behalf of the corporation, to cast the votes which the corporation may be entitled to cast as the holder of stock or other securities in any other corporation, association or other entity any of whose stock or other securities may be held by the corporation, at meetings of the holders of the stock or other securities of such other corporation, association or other entity, or to consent in writing, in the name of the corporation as such holder, to any action by such other corporation, association or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the corporation, all such written proxies or other instruments as such officer may deem necessary or proper.

 

ARTICLE X                                   BOOKS AND RECORDS

 

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and the Secretary shall keep and maintain a record giving the names and addresses of all of the members.  All books and records of the corporation may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time.  All records of the corporation shall remain the property of the corporation and shall be returned to an officer of the corporation upon request.

 

ARTICLE XI                                                   DUES

 

1.         Annual Dues.  The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the corporation by members of each class.

 

2.         Payment of Dues.  Dues shall be payable in advance on or before the last day of January in each year.

 

3.         Default and Termination of Membership.  When any member of any class shall be in default in the payment of dues for a period of two months after such dues became payable, such person's membership may thereupon be suspended or terminated by the affirmative vote of a majority of the Board of Directors.

 

 

ARTICLE XII                                    WAIVER OF NOTICE

 

Whenever any notice is required to be given under the provisions of the Colorado Nonprofit Corporation Act or under the provisions of the articles of incorporation or the Bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

 

ARTICLE XIII                            AMENDMENTS TO BYLAWS

 

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the affirmative vote of three-quarters of the Operational members.

 

 

ARTICLE XIV     AMENDMENTS TO ARTICLES OF INCORPORATION

 

The corporation's Articles of Incorporation may be amended by the affirmative vote of three-quarters of the Operational members.

 

 

ARTICLE XV                          POLICIES AND PROCEDURES

 

The Board of Directors shall establish and maintain Policies and Procedures governing the actions, procedures and administration of the corporation.  The Policies and Procedures may be amended or repealed and new Policies and Procedures may be adopted by the affirmative vote of a majority of the Directors, provided that at least two days' notice is given of the intention to amend or repeal or to adopt new Policies and Procedures at such meeting.

 

 

ARTICLE XVI                     STANDARDS AND EVALUATIONS

 

The Board of Directors shall establish and maintain Standards and Evaluations governing the qualifications for and field readiness of the  Affiliate and Operational members of the corporation.  The Standards and Evaluations may be amended or repealed and new Standards and Evaluations may be adopted by the affirmative vote of a majority of the Directors, provided that at least two days' notice is given of the intention to amend or repeal or to adopt new Standards and Evaluations at such meeting.