Bylaws of Colorado Friends of Oldtime Music and Dance
As Amended and Restated as of January 4, 2004
STATEMENT OF PURPOSE
Colorado Friends of Old Time Music and Dance ("CFOOTMAD") is a Colorado non-profit corporation. CFOOTMAD fosters the enjoyment and promotion of American traditional music and dance. CFOOTMAD welcomes all to participate in community events organized by its member dancers, performers, and volunteers.
1. Qualification. Any individual who supports the purpose of CFOOTMAD may become a Member of CFOOTMAD. The Board of Directors may establish, from time to time, qualifications for Voting Membership in CFOOTMAD, and the benefits of Voting Membership, the duration of Voting Membership, and bases for suspension of Voting Membership. The Board of Directors may establish, and may increase or decrease, from time to time, dues required to be paid by Voting Members.
2. Voting Rights of Members. All Members who have met all qualifications for Voting Membership shall be entitled to vote on all matters required, by these By-laws or by the Act, to be submitted to the membership for approval.
3. Non-Voting Memberships. The Board of Directors may, from time to time, establish additional categories of membership in CFOOTMAD, such as honorary memberships. Holders of such special memberships shall not be entitled to vote on any matter to be submitted to the membership for approval, unless such holders have also satisfied the eligibility requirements for Voting Members, or the Board otherwise grants such honorary members voting privileges.
4. Limitations on Use of Membership List. Unless the Board of Directors gives its consent, CFOOTMAD's membership list or any part thereof may not be used for any purpose unrelated to the purposes of CFOOTMAD.
5. Limitation of Liability. The Members of CFOOTMAD shall not be liable for the acts, debts, liabilities, or obligations of CFOOTMAD.
6. Meetings of Members. The Board of Directors may determine, within its absolute discretion, whether to conduct an annual meeting of the membership. If the Board of Directors determines to conduct an annual meeting in any given year, the date, time, and location of the meeting shall be fixed by the Board of Directors. Special meetings of the CFOOTMAD Members may be held at the call of the Board of Directors, or upon the written demand of Voting Members, stating the purpose for calling the meeting, and signed and dated by Voting Members holding at least ten percent (10%) of all votes entitled to be cast on any issue proposed to be considered at the meeting.
7. Notice of Meetings. Notice of any annual, regular, and special meetings shall be given to each Voting Member in a fair and reasonable manner, as the Board may determine in its discretion.
8. Quorum. Ten percent (10%) of the votes entitled to be cast on a matter shall constitute a quorum for action on the matter. If a quorum exists, action on a matter is approved if the votes cast favoring the action exceed the votes opposing the action.
9. Action by Written Ballot. Any action that may be taken at any annual, regular or special meeting of Members may be taken without a meeting if CFOOTMAD delivers a written ballot to every Member entitled to vote on the matter. The written ballot shall: (i) set forth each proposed action; and (ii) provide an opportunity to vote for or against the proposed action. Approval by written ballot shall only be valid when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. All solicitations for votes by written ballot shall: (i) indicate the number of responses necessary to meet the quorum requirements; (ii) state the percentage of approvals necessary to approve each matter; (iii) specify the time by which the ballot must be received by CFOOTMAD in order to be counted; and (iv) be accompanied by written information sufficient to permit each person voting to reach an informed decision. Written ballots may not be revoked.
DIRECTORS AND OFFICERS
1. Qualifications; Appointment; Tenure. The Board of Directors of CFOOTMAD shall be composed of no less than five and no more than seven Directors, as may be determined by the Board of Directors from time to time. The Directors shall serve for a term of three (3) years on staggered terms. No Director may serve successive terms totaling more than six (6) years. Each Director must be a member of CFOOTMAD. A Director may be removed by the affirmative vote of a majority of the remaining members of the Board, though less than a quorum, with or without cause. The Board of Directors shall appoint Directors to the Board, upon expiration of Board terms, by a two-thirds vote of the remaining Directors, though less than a quorum.
2. Rights and Responsibilities of the Board of Directors. The business and affairs of CFOOTMAD shall be supervised by its Board of Directors. The Board of Directors shall refrain from all activities not in conformance with CFOOTMAD=s status as an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code. In addition to the powers conferred upon it by these Bylaws, the Board of Directors may exercise all such other powers as are not by statute, or by the Articles of Incorporation, or by these Bylaws, required to be exercised by the Members.
3. Vacancies. Any vacancy occurring on the Board of Directors shall be filled by the affirmative vote of two-thirds of the remaining Directors, though less than a quorum of the Board of Directors. A vacancy in office, however occurring, shall be filled by the Board of Directors for the unexpired portion of the term.
4. Meetings. The time, date, and location of meetings of the Board of Directors may be established by resolution of the Board of Directors. Notice of such meetings shall be communicated to each of the Directors, in person, through e-mail, or through other means of communication reasonably assured to provide adequate notice to each Director, no later than ten (10) days prior to the meeting. Special meetings of the Board of Directors may be called at any time by the Chair or a majority of the Directors. At least three (3) days' prior notice of such meeting shall be given to each Director by mail, phone, fax, e-mail, overnight or hand delivery, or in such other manner as the circumstances may require.
5. Voting Rights. All Directors shall be entitled to vote on any matter presented to the Board of Directors.
6. Quorum and Voting. Two-thirds of the Directors shall constitute a quorum at any meeting of the Board of Directors. Unless otherwise provided by statute, the Articles of Incorporation or these Bylaws, a two-thirds vote of all Directors is required for any action taken by vote, provided a quorum is present.
7. Proxies. At any meeting of Directors, a Director may vote by proxy by signing an appointment form or similar writing. The effectiveness of the proxy is limited to one meeting, and, to be effective, the proxy must identify with reasonable specificity the issue(s) on which the proxy is authorized to vote. The proxy may also direct a specific vote on each such issue. Authority for a Director to act as a proxy for another Director may be granted verbally, so long as that authority is confirmed verbally with another Director prior to the meeting, and confirmed in writing within seven days after the meeting.
8. Action Without a Meeting. Any action required by law to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of Directors, may be taken without a meeting if approved by two-thirds of the Directors. A record of the vote authorizing such action, signed by each Director, shall be maintained and filed with the minutes.
9. Officers. The officers of CFOOTMAD shall be a Chair, who shall be a member of the Board of Directors, and such other officers as may be designated by the Board of Directors from time to time. All officers of CFOOTMAD shall be appointed by the Board of Directors, or in such manner as may be determined by the Board, from time to time, and shall hold office for such term as the Board may designate, and until their successors shall have been appointed and shall have qualified. Any officer may be removed by the Board, with or without cause, at any time. A vacancy in any office, however occurring, may be filled by the Board of Directors.
10. Compensation. No Director or Officer shall receive any compensation for serving in such office; provided that CFOOTMAD may reimburse any Director or Officer for reasonable expenses incurred in connection with service on the Board.
11. Resignation. A Director or Officer may resign at any time by giving written notice of resignation to the Board.
12. Standard of Conduct. Each Director and Officer shall perform his or her duties in good faith, in a manner the Director or Officer reasonably believes to be in the best interests of CFOOTMAD, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. In the performance of his or her duties, a Director or Officer shall be entitled to rely on information, opinions, reports or statements received from Directors, Officers, or Members of CFOOTMAD whom the Director or Officer reasonably believes to be reliable and competent in the matters presented; and on legal counsel, a public accountant, or other persons as to matters which the Director or Officer reasonably believes to be within such person's professional or expert competence. A Director or Officer shall not be considered to be acting in good faith if the Director or Officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A Director or Officer shall not be liable to CFOOTMAD or its members for any action the Director or Officer takes or omits to take as a Director or Officer if, in connection with such action or omission, the Director or Officer performs his or her duties in compliance with this Section.
TRANSACTIONS REQUIRING MEMBER APPROVAL
Notwithstanding anything in these Bylaws to the contrary, neither the Board of Directors, nor any officer, agent, or employee of CFOOTMAD, shall authorize the merger, dissolution, or sale or other disposition of substantially all of the assets of CFOOTMAD without the prior approval of the Voting Members.
These Bylaws may be amended by the Board of Directors at any annual, regular, or special meeting thereof.
INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES
CFOOTMAD shall provide indemnification to each member of the Board of Directors, any committee appointed by the Board of Directors, and to each officer, employee, or agent of CFOOTMAD, in accordance with the applicable provisions of the Colorado Nonprofit Corporation Act and the Colorado Corporation Code that require or permit indemnification of such persons, subject to the limitations set forth therein, as follows:
a. Definitions. All terms used in this Article VII shall have the meanings set forth in the applicable indemnification provisions of the Colorado Nonprofit Corporation Act and the Colorado Corporation Code (hereinafter "Colorado Corporate Laws"), except that Board of Directors and Board of Trustees may be used interchangeably and shall have the same meaning.
b. Members of the Board of Directors, Committees, and Officers. CFOOTMAD shall indemnify each member of the Board of Directors, any committee appointed by the Board of Directors, each officer, each employee and agent of CFOOTMAD, each person who shall serve at the request of CFOOTMAD as a director, employee, or officer of another corporation, and the personal representatives of each of the above (hereinafter "Indemnified Person") to the fullest extent permitted under the applicable indemnification provisions of the Colorado Corporate Laws. Without limiting the applicability of this provision, whenever indemnification is required for an Indemnified Person under the applicable provisions of the Colorado Corporate Laws, those provisions shall apply. This indemnification includes, without limitation thereto, all costs and expenses, including attorneys' fees, actually and reasonably incurred by or imposed on an Indemnified Person in connection with the defense of any action, suit or proceeding, civil or criminal, in which such Indemnified Person may be made a party or otherwise become involved by reason of his being or having been an Indemnified Person. This indemnification also includes, without limitation thereto, (i) amounts reasonably paid in settlement, but only if a majority of the disinterested Directors determines that the Indemnified Person did not commit willful, wanton, or gross negligence or misconduct, and (ii) amounts paid by the Indemnified Person because of a judgment or award of a court, arbitration panel, or other judicial or quasi-judicial body. No indemnification shall be provided, however, in relation to matters as to which the Indemnified Person is finally adjudged to be liable for willful, wanton, or gross negligence or misconduct.
c. Insurance. CFOOTMAD may purchase and maintain insurance on behalf of a person as permitted under the indemnification provisions of Colorado Corporate Laws, whether or not CFOOTMAD would have the power to indemnify such person against liability under the provisions of this Article.
d. Liability for Torts. Without limiting the provisions of any other Article hereof, (i) no Indemnified Person shall be personally liable for, and CFOOTMAD shall indemnify an Indemnified Person against, any expenses or liability incurred by him in connection with any injury to person or property arising out of a tort committed by an employee, officer, director, or agent of CFOOTMAD, unless such Indemnified Person was personally involved in and responsible for the situation giving rise to the expense or liability, or unless such Indemnified Person committed a criminal offense; (ii) no person who performs a service or an act of assistance at the direction of CFOOTMAD, without compensation or expectation of compensation, as a fundraiser, volunteer worker, leader, assistant, teacher, coach, trainer, or the like for CFOOTMAD or any of its programs shall be held liable for actions taken or omissions made in the performance of his duties except for wanton and willful acts or omissions, except that such immunity shall not extend to protect such person from liability for acts or omissions which harm third persons. The protections afforded under this paragraph (d) shall not restrict other common law protections and rights that an Indemnified Person may have.
e. Intent of Provision. This Article VII is intended to and shall provide the fullest indemnification to Indemnified Persons permitted by applicable law, as it may be amended from time to time.
f. Severability. If this Article, or any provision hereof, should be or become invalid or ineffective in any respect, the validity and effect of this Article and the remaining provisions hereof in all other respects shall not be affected.
g.Non-Exclusive Nature. The rights of indemnification provided in these Bylaws shall not be exclusive of any other rights to which an Indemnified Person may be entitled as a matter of law or by agreement, vote of members, or otherwise.