BYLAWS OF KISSING CAMELS WOMEN’S CLUB
(A Colorado Non-profit Corporation)
ARTICLE I – NAME AND PURPOSE
- Name. The name of this Colorado non-profit corporation shall be the Kissing Camels Women’s Club (“KCWC”).
- Purpose. The principal purpose of the KCWC shall be the furtherance of the interests of all of its members in education, literature, the arts, civic and cultural activities, current affairs and such other interests as its members may express. The Club may, at the discretion of its members, make distributions to organizations that qualify as exempt under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
ARTICLE II – OFFICERS – REGISTERED AGENT
- The principal office of the KCWC in the State of Colorado shall be located at (address of current KCWC president), Colorado Springs, CO 80904, or such other place as the Board of Directors (“Board”) shall determine from time to time.
- The registered agent at the principal office shall be (the current president of the KCWC). The address of the registered office and registered agent of the KCWC may be changed from time to time by the Board as long as the proper filings are made with the Colorado Secretary of State.
ARTICLE III – MEMBERSHIP/MEETINGS
- Membership.Full Membership. Membership shall be available to any female resident of Kissing Camels Estates, Colorado Springs, Colorado.
Associate Membership. In the interest of promoting the wonderful relationships among the women in KCWC, former members who have moved out of the neighborhood are eligible to renew as Associate Members and receive the same prices and benefits as Full Members with the following two exceptions:
Associate Members shall not be eligible to vote on club matters at the annual or special club meetings.
Associate Members shall not be eligible to serve on the Board of Directors until such time as they again reside within the gates of Kissing Camels Estates and thus qualify as Full Members.
- Renewal of Membership. Memberships expire annually on the 30th of April each year. A membership may be renewed by payment of the annual fee and approval of the renewal by the Board. Membership is expressly contingent upon a member respecting the rights of other members and complying with the Rules and Regulations of KCWC (“Rules”) published annually by the Board.
- Suspension, Termination or Expulsion of a Member or Refusal to Renew Membership. The Board may suspend, terminate or expel a member or refuse to renew a membership pursuant to a procedure that is fair and reasonable and is carried out in good faith as follows:
- The member shall be provided with (i) at least fifteen days’ written notice of the suspension, expulsion, termination or refusal to renew the membership and the reasons therefore; and (ii) an opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the suspension, expulsion, termination or non-renewal of the membership by a person or persons authorized to decide that the proposed suspension, expulsion or termination not take place.
- Any written notice shall be given by first-class or certified mail sent to the last address of the member shown on the records of the KCWC.
- Any proceeding challenging an expulsion, suspension, termination or refusal to renew a membership, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension, termination or refusal to renew the membership.
- A member who has been expelled or suspended may be liable to the KCWC for dues or fees as a result of obligations incurred or commitments made prior to expulsion or termination.
- Annual Meeting of Members. The annual meeting of members shall be held in April each year at a time and place determined by the Board.
- Notice of Meeting. Notice of the time and place of the annual meeting or any special meeting of members and a description of any matters that must be approved by the members shall be given to each current member by sending a written notice, at least ten (10) days before the date on which the meeting is scheduled, by first-class mail or by emailing to the address of the member shown on the records of the KCWC. If an annual or special meeting of members is adjourned to a different date, time or place, notice of the new date, time or place need not be given to members if the new date, time or place is announced before adjournment.
- Quorum, Voting. One quarter of the members eligible to vote, present either in person or by written proxy, shall constitute a quorum of members capable of conducting business at an annual or special meeting of members. Each member shall have one vote. The record date for determination of members eligible to vote shall be the first day of the month in which the annual or special meeting is held, except that the record date for a special meeting called to consider an amendment to the bylaws shall be the first date of the month in which the proposed amendment was submitted in writing to the Board.
- Business of Annual Meeting of Members. Annual reports shall be prepared and read by the President, Recording Secretary and Treasurer, and such reports shall be available in writing upon request within seven days following the meeting. The order of business for this meeting shall be: (1) Introduction of Directors/Officers; (2) Annual Reports of Officers; (3) Old Business; (4) New Business; (5) Election of Directors/Officers; and (6) Installation of New Directors/Officers.
- Special Meetings of Members. A special meeting of members may be called by the Board on its own initiative or pursuant to a written request, stating the purpose of the special meeting and signed by members holding ten percent of the votes which may be cast at an annual or special meeting of members. Notice of the time and place of a special meeting of members shall be fixed by the Board and given to each current member by sending a written notice, at least ten (10) days before the date on which the meeting is scheduled, to the mailing or e-mail address provided to the KCWC by each member.
ARTICLE IV – BOARD OF DIRECTORS
- General Powers. The KCWC shall be managed by its Board of Directors. Directors shall reside within the gates of the Kissing Camels Estates.
- Number. The number of Directors shall be between 5 and 11, as determined by the Board. It is preferable that there be an odd number of Directors.
- Election and Term. A Director shall be elected for a term of one year by a majority vote of the members present at the annual membership meeting. A Director may be re-elected to two* additional one-year terms. Total term of office for each director shall not exceed three successive terms. All Directors having served three successive terms are then required to step down for the period of one year before becoming eligible to serve again. Directors may serve in various officer-positions during their term(s), for example, as Programs Director for one year then President for the following two years. *
Removal. Directors elected at the annual meeting of members may be removed, with or without cause, by a vote of the members at an annual or special meeting of members in accordance with Colorado Revised Statutes §7-128-108.
- Vacancy. Any vacancy occurring in the Board may be filled by the affirmative vote of a majority of the remaining Directors. Such person shall be appointed for the unexpired term of her predecessor in office, and may be removed, with or without cause during that term by a majority vote of the Board.
- Regular Meetings. Meetings of the Directors shall be held at the direction of the Board. A majority of Directors must be present for the transaction of business at any meeting of the Directors. Decisions shall be made by a majority vote of the Directors present at the meeting.
- Special Meeting. A special meeting of the Directors may be called at the request of the President or any two Directors. At least two days notice of a special meeting shall be provided by the Directors.
- Informal Action of Directors. Any action required by law to be taken at a meeting of Directors, or any action taken which may be taken at a meeting of the Directors, may be taken without a meeting if: each and every Director in writing either (a) votes for such an action; or (b)(I) votes against such action or abstains from voting; and (II) waives the right to demand that action not be taken without a meeting. Action is taken under this Section only if the affirmative vote for such action equals or exceeds the minimum number of votes that would be necessary to take such action at a meeting at which all of the Directors then in office were present and voted.
- Rules. The Board has the authority to adopt rules and regulations governing conduct of members and shall determine the annual dues to be assessed for membership in the KCWC.
*modified and approved at 4/25/17 Annual Meeting
ARTICLE V – OFFICERS
- Officers. The officers shall consist of a President, Vice President/Programs and Menus, Recording Secretary/Parliamentarian, and Treasurer, and such other officers as the Board shall consider necessary or useful to manage the business of the KCWC. Officers must have been elected to serve as Directors of the KCWC. Any two or more offices may be held by the same person, except that one person may not serve as President and another position.
- Election and Term of Office. Officers shall be elected for a term of one year by the Board immediately following the annual meeting of members. Each Officer shall hold office until her successor has been elected and has qualified.
- Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term.
- Removal. Any Officer may be removed by the Board at any time with or without cause.
ARTICLE VI – STANDARDS OF CONDUCT FOR OFFICERS AND DIRECTORS
Each Director shall discharge her duties as a Director, and each Officer with discretionary authority shall discharge her duties under that authority: (a) in good faith; (b) with the care of an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) in a matter that the Director or Officer reasonably believes to be in the best interests of the KCWC. A Director or Officer may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (i) one or more Officers of the KCWC whom the Director or Officer reasonably believes to be reliable and competent in the matters presented; (ii) legal counsel, a public accountant, or other person as to matters the Director or Officer reasonably believes are within such person’s professional or expert competence; or (iii) in the case of a Director, a committee of the Board of Directors of which the Director is not a member if the Director reasonably believes the committee merits confidence.
A Director or Officer is not acting in good faith if the Director or Officer has knowledge concerning the matter in question that makes reliance otherwise permitted by the above unwarranted. A Director or Officer is not liable as such to the KCWC or any action taken or committed as Director or Officer, if, in connection with such action or omission, the Director or Officer performed the duties of the position in compliance with this Article.
ARTICLE VII – INDEMNIFICATION
- 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) 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 KCWC, the KCWC shall (i) indemnify 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 expense incurred in such proceeding.
The KCWC may in its discretion (but is not obligated in any way) to indemnify and advance expenses to an employee or agent of the KCWC to the same extent as to a Director or Officer.
The foregoing provisions for indemnification and advancement of expenses are not exclusive, and the KCWC may, at its discretion, provide for indemnification or advancement of expenses in a resolution of its 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 provisions 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:
- Act. The term “Act” means the Colorado Revised Nonprofit Corporation Act, as it exists on the date this Article is adopted, and as it may be thereafter amended from time to time. In the case of any amendment of the Act after the date of adoption of this Article, 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 Revised Nonprofit Corporation Act permitted prior to the amendment.
- Director or Officer. The term “Director” or “Officer” means (i) a Director or Officer of the KCWC and (ii) while an individual is a Director or Officer of the KCWC, the individual’s service at the KCWC’s request as a Director, Officer, partner, Member, manager, trustee, employee, fiduciary, or agent of another domestic or foreign corporation, nonprofit corporation, or other person or of an employee benefit plan, and (iii) any other position (not with the KCWC itself) in which a Director or Officer of the KCWC is serving at the request of the KCWC and for which indemnification by the KCWC is permitted by the act.
- 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.
- Code. The term “Code” means the Internal Revenue Code of 1986, as amended from time to time.
ARTICLE VIII – AMENDMENTS TO BYLAWS
- Amendments. Amendments to these Bylaws may be made at a regular meeting of members or at a special meeting of members called pursuant to these Bylaws. The Membership Director shall provide a copy of the proposed amendments and notification of the time and place of the meeting to all members in accordance with these Bylaws. To be effective, amendments shall require a two-thirds affirmative vote of the members entitled to vote who are present and voting at such a meeting. No amendment shall be presented to the entire membership for consideration and voting unless such amendment has been presented in writing to the Board by members holding ten percent of the votes which may be cast at an annual or special meeting of members.
The foregoing Bylaws were amended by the Board of Directors on April 5, 2013. The amendments were adopted by the members of the Kissing Camels Women’s Club at the Annual Meeting held on April 23, 2013 and supersede and replace all Bylaws and amendments thereto.
ATTEST: _______________, Recording Secretary