Pagosa Springs Community Development Corporation

BYLAWS

ARTICLE ONE.

OFFICES

The principal office of the corporation shall be located at 135 Country Center Drive, Suite E, Pagosa Springs, Colorado. The corporation may have such other offices, either within or without Colorado, as the board of directors may determine from time to time.

 

ARTICLE TWO.

MEMBERS

A. Classes of Members. There shall be one class of members. The qualifications for membership shall be payment of the annual dues as set by the Board of Directors from time to time and acceptance by the Board of Directors.

 

B. Election of Members. Any person interested in becoming a member of the corporation shall submit a written and signed application, on a form approved by the board of directors, to the secretary of the corporation. Such application shall be accompanied by the written sponsorship of two (2) members in good standing or one (1) director. During the formative period of the corporation, each application shall be considered by the board of directors from time to time, and approved or disapproved.

Applicants whose applications are so approved shall become members of the corporation on payment of the required dues.

 

C. Voting Rights. Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the members.

 

D. Termination of Membership. The board of directors, by affirmative vote of two-thirds of all of the members of the board, may suspend or expel a member for cause after an appropriate hearing, and, by a majority vote of those present at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed below in these bylaws.

 

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

 

F. Reinstatement. On written request signed by a former member and filed with the secretary, the board of directors, by the affirmative vote of two thirds of the members of the board, may reinstate such former member to membership on such terms as the board of directors may deem appropriate.

 

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

 

ARTICLE THREE.

MEETINGS OF MEMBERS

 

A. Annual Meeting. There is no requirement that an annual meeting of the membership be convened. However, the board of directors shall endeavor to conduct an annual meeting of the members shall be held at the principal office of the corporation or such other location as the board of directors may deem appropriate in the month of April of each calendar year for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors is not held on the day designated in these bylaws for any annual meeting, or at any adjournment of the same, the board of directors shall cause the election to be held at a special meeting of the members as soon as is convenient.

 

B. Special Meetings. Special meetings of the members may be called by the president, the board of directors, or not less than twenty-five percent (25%) of the members having voting rights, at a place designated by the board of directors. If no designation is made, the place of meeting shall be the principal office of the corporation in Colorado, but if all of the members shall meet at any time and place, either within or without 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.

 

C. Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered either personally or by electronic mail, to each member entitled to vote at such meeting, not less than three (3) nor more than fourteen (14) days before the date of such meeting, by or at the direction of the president or Executive Director 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.

 

D. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action that 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, is signed by all the members entitled to vote with respect to the subject matter.

 

E. Quorum. Members holding twenty five percent (25%) of the votes that may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

 

F. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his or her duly authorized attorney in fact. No proxy shall be valid after three (3) months from the date of its execution, unless otherwise provided in the proxy.

 

G. Voting by Mail. Where directors or officers are to be elected by members, such election may be conducted by mail in such manner as the board of directors shall determine.

 

 

 

 

 

ARTICLE FOUR.

BOARD OF DIRECTORS

 

A. General Powers. The affairs of the corporation shall be managed by its board of directors. Directors need not be residents of Colorado.

 

B. Board of Directors shall be selected from the membership; members must be in good standing with the organization.

 

C. Number, Tenure, and Qualifications. The number of directors shall be either Five (5) or Seven (7). Directors shall be elected at the annual meeting of members, and the term of office of each director shall be the greater of three (3) years or the election and qualification of his or her successor. One director shall be appointed by the Town of Pagosa Springs and when this initial abbreviated term expires in April 2012, the Town of Pagosa Springs shall appoint a successor to a three (3) year term and such procedure shall repeat itself for the Town of Pagosa Springs designee to the board of directors. One director shall be appointed by Archuleta County and when this initial abbreviated term expires in April 2012 Archuleta County shall appoint a successor to a three (3) year term and such procedure shall repeat itself for the Archuleta County designee to the board of directors. Provided, further, when both the Town of Pagosa Springs and Archuleta County appoint their member to the board of directors they may also designate an Alternate who in the absence of the director may vote and participate as fully as if a director themselves.  At large directors whose initial terms will expire in April 2013 at which time the membership will elect either three (3) or five (5) directors to serve three (3) year terms.

 

D. Regular Meetings. A regular meeting of the board of directors shall be held without any other notice than this bylaw immediately after, and at the same place as any annual meeting of members. The board of directors may provide, annually by resolution, the time and place for holding additional regular meetings without other notice than such resolution. Additional regular meetings shall be held at the location designated by the board of the corporation in the absence of any designation in the resolution.

 

E. Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any two (2) directors, and shall be held at the principle office of the corporation or at such other place as the directors may determine.

 

F. Notice. Notice of any special meeting of the board of directors shall be given at least two days prior to the meeting by written notice delivered personally or sent by electronic mail to each director at his or her address as shown by the records of the corporation. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of 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. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.

 

G. 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 any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

 

H. Board Decisions. 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.

 

I. Vacancies. Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors, shall be filled by the board of directors unless the vacancy is caused by the resignation, removal or otherwise of either the Town of Pagosa Springs or Archuleta County board of directors’ designee in which case the vacancy shall be filled by the appropriate government entity. A director appointed to fill a vacancy shall serve for the unexpired term of his or her predecessor in office. Provided further, upon three consecutive absences, a director shall be considered for removal by the Board of Directors. Any such absences may be excused at the discretion of the chair.

 

J. 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 any regular or special meeting of the board.

 

ARTICLE FIVE.

OFFICERS

 

A. Officers. The officers of the corporation shall be a president, one or more vice presidents (the number of which to be determined by the board of directors), 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, 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.

 

B. 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 is not held at such meeting, such election shall be held as soon 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 or her successor has been duly elected and qualifies.

 

C. Removal. Any officer elected or 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 by such removal, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

 

D. 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.

 

E. Powers and Duties. The several officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the board of directors. In the absence of such specifications, each officer shall have the powers and authority and shall perform and discharge the duties of officers of the same title serving in nonprofit corporations having the same or similar general purposes and objectives as this corporation.

ARTICLE SIX.

COMMITTEES

 

A. Committees of Directors. The board of directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in such resolution, shall have and exercise the authority of the board of directors in the management of the corporation; but the designation of such committees and the delegation to them of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed on it or him or her by law.

 

B. Other Committees. Other committees not having and exercising the authority of the board of directors in the management of the corporation 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 such committee shall be members of the corporation and the president of the corporation shall appoint the members of the committee. Any member of the committee may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served by such removal.

 

ARTICLE SEVEN.

CONTRACTS, CHECKS, DEPOSITS, AND GIFTS

A. Contracts. The board of directors may authorize any officer or officers or 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 may be confined to specific instances.

 

B. Checks, Drafts, or Orders. 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 or 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.

 

C. 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 depositaries as the board of directors may select.

 

D. Gifts. The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for any purpose of the corporation.

 

ARTICLE EIGHT.

BOOKS AND RECORDS

 

A. 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, committees having and exercising any of the authority of the board of directors, and the membership committee, and shall keep at the principle office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his or her agent or attorney, for any proper purpose at any reasonable time.

 

B. At least quarterly, the Board shall review and approve the official membership list.

 

ARTICLE NINE.

FISCAL YEAR

 

The fiscal year of the corporation shall be the calendar year.

 

ARTICLE TEN.

DUES

 

A. Annual Dues. The board of directors shall determine from time to time the amount of initiation fee, if any, and annual dues payable to the corporation by members and shall give appropriate notice to the members.

 

B. Payment of Dues. Dues shall be payable in advance on the first day of membership and membership shall run twelve (12) months thereafter.

 

C. Default and Termination of Membership. When any member is in default in the payment of dues for a period of Sixty (60) days from the beginning of the period for which such dues became payable, his or her membership may then be terminated by the board of directors as provided above.

 

ARTICLE ELEVEN.

WAIVER OF NOTICE

 

Whenever any notice is required to be given under the provisions of The Colorado Not For Profit Corporation Act or under the provisions of the Articles of Incorporation or the bylaws of the corporation, a waiver of such notice in writing signed by the person or persons entitled to such notice, whether before or after the time stated in the same, shall be deemed equivalent to the giving of such notice.

 

ARTICLE TWELVE.

AMENDMENT OF BYLAWS

 

These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a majority of the directors present at any regular meeting or at any special meeting, if at least ten (10) days’ written notice is given of intention to alter, amend, or repeal or to adopt new bylaws at such meeting or majority vote of the members at any regular or special meeting.

 

 

 

 

Approved this ____day of _______, 2011

 

Chair, Pagosa Springs Community Development Corporation

 

Secretary, Pagosa Springs Community Development Corporation