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United States
Handcycling Federation (USHF)
Bylaws
(updated, October, 2006)
A Colorado nonprofit corporation
hereinafter referred to as the "Corporation" or as “USHF”.
A. PRINCIPAL AND BUSINESS OFFICES. The principle
office of the Corporation in the State of Colorado shall be in Colorado
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.
B. 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
PURPOSES, AIMS AND OBJECTIVES
A. PURPOSE. United States Handcycling Federation, Inc. is a non-profit
corporation designed to create integrated cycling opportunities
for wheelchair users and athletes with lower-mobility impairments.
. The Corporation is an association of individuals and organizations
operating within the meaning of section 501(c)3 of the Internal
Revenue Code.
B. AIMS AND OBJECTIVES.
1. To perpetuate, improve and extend the Sport
of cycling in the U.S.A.
2. To stimulate the interest of people in healthy sports participation
through cycling and handcycling.
3. To supervise and administer continuing integrated cycling programs
for all age groups for the purpose of stimulating interest and developing
athletes through careful preparation and planning, utilizing new
or existing facilities, resources and coaching.
4. To unify and coordinate the efforts of those interested in promoting
integrated cycling, including handcycling, and to permit all interested
parties to have a vote in the development disabled cycling in the
U.S.A.
5. To develop programs -- either independently or collaboratively
-- to field competitive teams to represent the U.S.A. at International
competitions with the express goal of maximizing the number of medals
won in cycling.
6. To develop handcycling as a larger part of the local, regional,
national, and global cycling community.
7. To participate in global efforts that create more opportunities
for handcyclists [worldwide] in the cycling and/or Paralympic arenas.
ARTICLE III
MEMBERSHIP
A. CLASSES OF MEMBERS. The Corporation shall
have two classes of members; Individual Members and Organizational
Members.
B. ADMISSION OF MEMBERS. Individual Members shall be admitted to
the Corporation upon written application and payment of dues in
such form and amount as from time to time may be determined by the
Board of Directors. Organizational Members shall be admitted to
the Corporation upon written application, a determination by the
Board of Directors that admission of the prospective Organizational
Member will further the purposes of the Corporation, and payment
of dues in such form and amount as from time to time may be determined
by the Board of Directors.
C. VOTING RIGHTS. Each Individual Member shall be entitled to one
vote on each matter submitted to a vote of the members. Organizational
Members will vote-on, and elect on of their own as a representative
to the Board of Directors, who will vote on their behalf at Board
meetings. Organizational Members shall be entitled to one vote one
each matter submitted to a vote of the organizational mebers by
the elected representative.
D. TERMINATION OF MEMBERSHIPS. 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 notice and appropriate hearing,
and may, after notice and hearing, by a majority vote of those present
at any regularly constituted meeting, 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 in Article XII of these Bylaws.
E. RESIGNATION. Any member may resign by filing a written resignation
with the Executive Director of the Corporation. Such resignation
shall not relieve the member so resigning of the obligation to pay
any dues, assessments or other charges theretofore accrued and unpaid,
and the Corporation shall not be liable to return any dues, assessments
or other charges in the event of such resignation.
F. REINSTATEMENT. Upon written request signed by a former member
and filed with the Executive Director, the Board of Directors may,
by the affirmative vote of two-thirds of all of the members of the
Board, reinstate such former member to membership upon such terms
as the Board of Directors may deem appropriate.
G. TRANSFER OF MEMBERSHIP. Membership in this Corporation is not
transferable or assignable.
ARTICLE IV
MEETINGS
A. ANNUAL MEETINGS. An annual meeting of the members shall be held
each year. When possible, the annual meeting will be held in conjunction
with the National Handcycling Championships. The purpose of the
annual meeting is to transact such business as may come before the
meeting. Such a meeting could be a meeting in one place with the
Board members present or via telephone or via electronic communications
with direct time capability. The Board of Directors shall set the
date, time and place of the annual meeting.
B. SPECIAL MEETINGS. Special meetings of the members may be called
by the Board of Directors, or not less than one-tenth of the members
having voting rights.
C. 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 special meeting called
by the Board of Directors. If no designation is made or if a special
meeting be otherwise called, the place of meeting shall be the registered
office of the Corporation in the State of Colorado; 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.
D. NOTICE OF MEETINGS. Written notice stating the place, day and
hour of any meeting of members shall be posted on the corporation’s
website or delivered, either personally, by fax, by mail, or by
email, to each member entitled to vote at such meeting, not less
than ten (10) nor more than fifty (50) days before the date of such
meeting, by or at the direction of the Chairperson, or the Secretary.
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, by email,
or by fax confirmation receipt showing successful delivery to the
fax number as it appears on the records of the corporation.
E. 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.
F. QUORUM. The members holding one-tenth 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.
ARTICLE V
BOARD OF DIRECTORS
A. GENERAL POWERS. The affairs of the Corporation shall be managed
by it's Board of Directors, and all the rights, and control of this
Corporation's property and affairs are vested in the Board of Directors.
These powers exist in the Directors meeting as a group and not in
individual Directors, except as delegated by the Board. The Directors
have a duty to exercise care and prudence in the administration
of the affairs of this Corporation and are responsible for disbursing
the funds and property received by the Corporation only for the
purposes for which they were received. Directors need not be residents
of the State of Colorado. The Board shall:
A.1. Require a regular accounting of all funds
disbursed by the Corporation;
A.2. Transact the business and administer the affairs of the Corporation;
A.3. Require all income from activities of the Corporation and all
income from other sources, except as may be provided for in the
Constitution and Bylaws, to be deposited into the general fund;
A.4. Adopt a budget for the ensuing fiscal year prior to the end
of any current fiscal year;
A.5. Adopt regulations and procedures providing for expenditure
of Corporation funds, conduct of all association sanctioned events
and tournaments, and distribution of the income of the Corporation;
A.6. Arrange for bonding of the Officers of the Corporation charged
with the handling of funds;
A.7. Provide for the various accounts and arrange for the auditing
of them;
A.8. Designate who shall represent the Corporation in any National
or International association with which it may affiliate and
A.9. Sanction the participation of any National team or individual
to represent the U.S.A. in any Handcycle racing International competition.
B. NUMBER, TENURE AND QUALIFICATIONS. The number of Directors shall
be 10. The members of the Executive Committee (who shall be the
Officers of the Corporation as specified in Article VI) shall consist
of the Chairperson, Secretary, Treasurer, Executive Director and
Vice-Chairperson. The members of the Executive Committee, other
than the Executive Director shall be elected by mail, fax or e-mail
ballot of the general membership. The Executive Director shall be
appointed by the Chairperson and approved by a majority of the board
of directors. Additional Directors shall include the Chairperson
of the Organization Committee who shall be elected by the Organizational
Members, and four “At Large” representatives, each with
a specific focus, including but not limited to: Off-Road Handcycling,
Grassroots Programs, Athlete Representive, Legal / Risk Management
Expert. The 4 At Large Directors shall be appointed by the Executive
Committee. Directors must be members of the Corporation.
C. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the Chairperson or any two
Directors. The person or persons calling a special meeting of the
Board may fix any place, either within or without the State of Colorado,
as the place for holding any such special meeting.
D. ELECTION AND TERM OF OFFICE. The Officers of the Corporation
shall be elected every two years bye a ballot of the individual
membership on the staggered schedule outlined below. At Large Directors
shall be elected by the Executive Committee, and the Organizational
Diretor shall be elected by the Organizational Members. Each Director
shall hold office for four (4) years beginning immediately following
the announcement of their election to the members, or January 1
of the year following the election if no announcement is made. Officers
shall serve staggered terms of four (4) years as follows:
D.1. Terms for the Chairperson, the, Treasurer, Organizational Director,
and two At Large Directors shall coincide with the Summer Olympic
quadrennium.
D.2. Terms for the Vice Chairperson, , Secretary and two At Large
Directors shall start at the beginning of the third year of the
Summer Olympic quadrennium .
D.3.
New offices may be created and filled at any
meeting of the Board of Directors. Each Officer shall hold office
until his successor shall have been duly elected and shall have
qualified
E. NOTICE. Notice of any special meeting of
the Board of Directors shall be given at least seven (7) days previously
thereto by written notice delivered personally or sent by mail or
electronic communication to each director at his address as shown
by the records of the Corporation. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail
in a sealed envelope so addressed, with postage thereon prepaid.
If said notice is given by electronic communication, such notice
shall be deemed to be delivered when the electronic communication
is sent. Any Director may waive notice of any meeting. The attendance
of a Director may 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. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board
need be specified in the notice or waiver of notice of such meeting
unless specifically required statute or by these Bylaws.
F. 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.
G. MANNER OF ACTING. The act of a majority of the Directors present
at a meeting at which a quorum is present shall be an act of the
Board of Directors, unless the act of a greater number is required
or by statute or by these Bylaws.
H. 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 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 such Director's predecessor in office.
I. COMPENSATION. With the exception of the Executive Director, which
may be a salaried, staff position with limited voting rights, Directors
shall not receive any stated salaries for their services as such,
but by resolution of the Board of Directors a fixed sum and expenses
of attendance, if any, may be allowed for 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 any other
capacity and receiving compensation therefor.
J. 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.
K. RESIGNATION AND REMOVAL. Any Director may resign at any time
by delivering a written resignation to the Board of Directors. The
acceptance of such a resignation shall not be necessary to make
it effective (unless acceptance is made a condition of the resignation).
Any Director may be removed at any time for cause, including conduct
injurious to the best interests of the Corporation, by the affirmative
vote of two-thirds of all of the Directors, provided that the notice
of the meeting where such action is taken specifies that one of
the items on the agenda for said meeting shall be the proposed removal
of such Director
L. ATTENDANCE AT BOARD MEETINGS. A Director who missed three (3)
consecutive regularly scheduled meetings of the Board without delivering
a satisfactory explanation through another Director to the Board
prior to such meetings, may be removed by the affirmative vote of
a majority of the Directors present at any meeting.
ARTICLE VI
OFFICERS
A. OFFICERS. The Officers of the Corporation shall be the Chairperson,
Vice Chairperson, the Secretary, the Executive Director and the
Treasurer.
B. DUTIES OF THE OFFICERS.
B.1. Duties of the Chairperson, USHF: He/She shall preside as Chairperson
of the Board at all meetings of the Board of Directors. He/She may
call special meetings of the Board at any time with proper notification
as specified in Article V, Section F. He/She shall review any invoices
or requests for expenditures of Corporation funds and verify that
such invoices or requests for expenditures meet such guidelines
as have been set by the Board of Directors and are consistent with
the interests and goals of the Corporation. He/She shall approve
any requests for expenditure of Corporation funds and, once approved,
shall forward such requests to the Treasurer for review, approval,
payment, development or further action. He/She shall monitor actions
taken by the Board to determine if such actions have been implemented
and shall inform the Board of any failure of implementation. He/She
will preside at all National meetings of the general membership.
At the National meeting of the general membership, he/she shall
present, or cause to be presented, a report regarding the condition
of USHF, and a report regarding business affairs, including a statistical
report on membership. He/She will read the communications and attend
to all correspondence of USHF or delegate such tasks as needed,
but carefully preserve the same for his/her successor.
B.2. Duties of the Vice Chairperson: During the absence or inability
of the Chairperson, USHF to render or perform his/her duties or
exercise his/her powers, the same shall be executed and performed
by the Vice Chairperson. When so doing, the Vice Chairperson shall
have all the powers and be subject to all responsibilities given
to or imposed on the Chairperson, USHF.
B.3. Duties of the Secretary: He/She shall serve as the Recording
Officer for USHF and is the nominal custodian of the records of
the Corporation. He/She shall keep records of the meetings of the
Board of Directors and of the meetings of the Executive Committee.
He/She will mail to each Board member a copy of the minutes of the
meeting of the Board of Directors or the Executive Committee no
later than thirty (30) days after the meeting. He/She shall keep
a current list of members' names and addresses and provide a copy
of the same to the Chairperson, USHF.
B.4. Duties of the Treasurer: The Treasurer shall have care and
custody of all of the Corporation's funds. He/She shall keep accurate
records of all monies received and disbursed and shall immediately
deposit any monies received, but may delegate such tasks to the
Executive Director. At the annual meeting of the Board of Directors
as specified in Article V, Section C, He/She shall present to the
Board a complete list of transactions of his office for the preceding
year. He/She shall review any invoices or requests for expenditures
of Corporation funds received from the Chairperson of USHF and verify
that such invoices or requests for expenditures meet such guidelines
as have been set by the Board of Directors and are consistent with
the interests and goals of the Corporation. After such review, He/She
shall approve any invoices or requests for expenditures of Corporation
funds and shall pay or arrange for payment of such obligations.
B.5. Duties of the Executive Director: The Executive Director shall:
a) Oversees the day to day operations of USHF
b) Responsible, either directly or by oversight, for:
i) Competition
ii) Recreational Cycling Development
iii) Website
iv) Newsletter
v) Event Calendar
vi) Providing support to Regional Organizations
vii) Develop funding for the organization’s programs
C. REMOVAL AND RESIGNATION. 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 thereby, but such removal shall be without prejudice to
the contract rights, if any, of the Officer so removed. Any Officer
may resign at any time by giving written notice to the Corporation.
D. VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by a majority
vote of the Board of Directors for the unexpired portion of the
term.
ARTICLE VI
EXECUTIVE COMMITTEE
A. Composition: The Executive Committee shall consist of the Officers
of the Corporation as specified in Article V.
B. Duties of the Executive Committee: The Executive Committee shall
function between meetings of the Board of Directors to act on those
emergency matters which are ordinarily within the purview of the
Board of Directors and which require resolution prior to the next
regularly scheduled meeting of the Board of Directors. In addition
to emergency matters, the Executive Committee shall be authorized
to:
B.1. Approve variations in expenditures within the annual budget
and approve expenditures of budgeted contingency funds;
B.2. Approve submissions of grant applications;
B.3. Approve the agenda for all meetings of the Board of Directors
notwithstanding any provisions of the Constitution or of these Bylaws;
B.4. Perform other duties as may be assigned by the Constitution
or Bylaws or by the Board of Directors.
C. Review by the Board of Directors: Actions of the Executive Committee
shall be reviewed by the Board of Directors at the annual meeting.
The Board of Directors may ratify or amend any decision of the Executive
Committee.
D. Meetings: The Executive Committee shall meet at a time and place
as determined by the Chairperson, USHF, with the approval of a simple
majority of the members of the Executive Committee. The Executive
Committee may meet vial teleconference or electronic communication
with direct time capability.
ARTICLE VII
COMMITTEES
The Board of Directors may establish such committees, as it deems
necessary to carry out the duties of the Board. No committee thus
appointed shall have the authority to amend, alter or repeal the
Bylaws; to elect, appoint or remove any officer or Director; to
amend the Articles of Incorporation; to adopt a plan of merger,
consolidation, or dissolution; or to amend, alter or repeal any
resolution of the Board of Directors which by its terms provide
that it shall not be amended, altered or repealed by such committee.
The members of each committee shall be appointed by the Chairperson
of USHF subject to the approval of the Board of Directors. The Board
of Directors shall, by resolution, provide for the rules of operation
for each committee established. In addition to the membership requirements
as stated hereinafter, the Chairperson of each committee shall,
with the approval of the Chairperson of USHF, have the authority
to appoint such additional members as may be necessary to carry
out the responsibilities of the committee.
ARTICLE VIII
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
A. 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.
B. 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 Chairperson or a Vice Chairperson
of the Corporation.
C. DEPOSITS. All funds of the Corporation shall be deposited from
time to time to the credit to the Corporation in such banks, trust
companies or other depositories as the Board of Directors may select.
D. GIFTS. The Board of Directors may accept on behalf of the Corporation
any donation, contribution, gift, bequest or devise for the general
purposes or for any special purpose of the Corporation.
E. COMPENSATION OF EMPLOYEES OF THE BOARD. The Board of Directors
or a duly authorized committee of the Board of Directors shall fix
the salaries and other compensation of the employees or other agents
of the Corporation.
ARTICLE IX
CONFLICTS OF INTEREST
A. No Officer or Director of the Corporation shall be interested,
directly or indirectly, in any contract relating to the operations
conducted by the Corporation, nor in any contract for furnishing
services or supplies to the Corporation, unless such contract is
authorized by a majority vote of the Board of Directors at a meeting
at which the presence of such interested person is not necessary
for the purpose of establishing a quorum or for the purpose of obtaining
a majority vote, and the fact and nature of such interest is fully
disclosed or known to the Directors present at the meeting at which
such contract shall be authorized.
ARTICLE X
CERTIFICATES OF MEMBERSHIP
A. CERTIFICATES OF MEMBERSHIP. The Board of Directors may provide
for the issuance of certificates evidencing membership in the Corporation,
which shall be in such form as may be determined by the Board. This
provision shall not be construed to require such issuance. Such
certificates, if authorized, shall be signed by the Chairperson
or Vice Chairperson and by the Secretary or Executive Director and
shall be sealed with the seal of the Corporation. All certificates
evidencing membership of any class shall be consecutively numbered.
The name and address of each member and the date of issuance of
the certificate shall be entered on the records of the Corporation.
If any certificate shall become lost, mutilated or destroyed, a
new certificate may be issued therefore upon such terms and conditions
as the Board of Directors may determine.
B. ISSUANCE OF CERTIFICATES. When a member has been elected to membership
and has paid any initiation fee and dues that may then be required,
a certificate of membership shall be issued in his name and delivered
to him by the Secretary, if the Board of Directors shall have provided
for the issuance of certificates of membership under the provisions
of Section A of Article IX.
ARTICLE XI
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 and committees having
any of the authority of the Board of Directors, and shall keep at
the registered or principal 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 agent
or attorney, for any proper purpose at any reasonable time during
customary hours of operation of the principal office of the Corporation.
ARTICLE XII
DUES
A. 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.
B. PAYMENT OF DUES. Dues shall be payable in advance on the anniversary
date of the member's membership in the Corporation, determined as
of the first day of the month in which such member's application
for membership, with which such member's application for membership,
with accompanying dues, is received and accepted by the office of
the Corporation. Regardless of when dues are received, the membership
year is January 1 through December 31.
C. DEFAULT AND TERMINATION OF MEMBERSHIP. When any member shall
be in default in the payment of dues for a period of three months
from the date upon which such dues became payable, his membership
may thereupon be terminated by the Board of Directors in the manner
provided for in Article II of these Bylaws.
ARTICLE XIII
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 reproduced
or otherwise. 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.
ARTICLE XIV
FISCAL YEAR
The fiscal year of the Corporation shall be determined by the Board
of Directors.
ARTICLE XV
INDEMNIFICATION AND INSURANCE
A. INDEMNIFICATION. No Officer or Director of the Corporation shall
be personally liable for any obligations of the Corporation or for
any duties or obligations arising out of any acts or conduct of
said Officer or Director performed for on behalf of the Corporation.
The Corporation shall and does hereby indemnify and hold harmless
each person and his or her heirs and personal representatives who
shall serve at any time hereafter as a Director or Officer of the
Corporation from and against any and all claims, judgments and liabilities
to which such persons shall become subject by reason of either heretofore
or hereafter serving as Director or Officer of the Corporation,
or by reason of any action alleged to have been heretofore or hereafter
taken or refrained from by any such Director or Officer and shall
reimburse each such Director or Officer for all legal and other
expenses reasonably incurred in connection with the defense of any
such claim or liability; including the power to defend such person
from all suits or claims as provided for under the provisions of
the Colorado Nonprofit Corporation Act or the corporation laws of
any state in which the Corporation transacts business; provided,
however, that no such person shall be indemnified against, or be
reimbursed for, any expense incurred in connection with any claim
or liability arising out of such person's own negligence or willful
misconduct. The rights accruing to any person under the foregoing
provisions of this section shall not exclude any other rights to
which such person may lawfully be entitled, nor shall anything herein
contained restrict the right of the Corporation to indemnify or
reimburse such person in any proper case, even though not specifically
provided for herein.
The Corporation, its Directors, Officers,
employees and agents shall be fully protected in taking any action
or making payment or in refusing so to do in reliance upon the advice
of counsel. The indemnification herein provided shall not be deemed
exclusive of any other rights to which those seeking indemnification
may be entitled under any Bylaw, agreement, vote of members or disinterested
Directors, or otherwise, both as to action in an official capacity
while holding such office, and shall continue as to such person
who has ceased to be a Director, Officer, employee or agent, and
shall inure to the benefit of the heirs and personal representatives
of such person.
B. INSURANCE. The Corporation may purchase and maintain insurance
on behalf of any person who is, or was, a Director, Officer, or
employee of the Corporation, or is or was serving at the request
of the Corporation as a Director, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any
liability asserted against and incurred by such person in any such
capacity, or arising out of such person's status as such, whether
or not the Corporation would have the power to indemnify him against
liability under the provisions of this section or of the Colorado
Nonprofit Corporation Act.
ARTICLE XVI
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 waiver.
ARTICLE XVII
AMENDMENTS
These Bylaws may be amended in any of the following fashions:
A. These by-laws may be amended at any time by a two-thirds vote
of the Board of Directors present at a regular or special meeting
of the Board, provided that a quorum of more than half of the current
Board of Directors is present. At least fifteen (15) days prior
notice must be been given, including the language proposed to be
changed, in accordance with the notice requirements of these Bylaws.
B. Corrections to these Bylaws may be made by action of the Law
and Legislation Committee or, alternatively, by an individual or
committee empowered by the Board of Directors. Such corrections
need not meet the requirements of Article XVII, Sections A and B
if said corrections are made for the obvious purposes of the organization.
Such purposes may include, but are not necessarily limited to, the
following:
B.1. Changes to the numbering of the various Articles, Sections,
Subsections, Paragraphs, etc. of these Bylaws where such numbering
changes are necessary due to amendments to these Bylaws.
B.2. Changes to the wording of these by-laws where such changes
shall eliminate or minimize any possible confusion or make the meaning
clearer without changing the intent or meaning of these Bylaws.
REVISION HISTORY:
Version 1: Original Bylaws as filed with the State of Colorado.
Version 2: Effective and approved by the Board of Directors February
26, 2001 – Dropped formal committee structure and number of
board positions. Established Executive Director position.
Version 3: Effective and approved by the Board of Directors, October
21, 2006 –
Restructured Executive Committee; Added 4 “At Large”
Diretors; simplified voting process; Removed WSUSA references; Removed
USOC references; Simplified language overall.
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