ARTICLE I. - Offices
1.1 Offices: The Corporation may, in the discretion of the board of directors, keep and maintain offices wherever the business of the corporation may require.
1.2 Registered Office and Agent: The Corporation shall have and continuously maintain in the State of Colorado _a_ registered office and a registered agent whose business office is identical with such registered office. The initial registered office and the initial registered agent are specified in the articles of incorporation. The corporation may change its registered office or its registered agent, or both, upon filing a statement as specified by the Colorado Nonprofit Corporation Act in the office of the Secretary of State of Colorado, or by otherwise complying with Colorado law as it may apply from time to time.
ARTICLE II. - Directors
2.1 Authority and Duties of Board of Directors: The business and affairs of the corporation shall be managed by a board of directors, except as otherwise provided by Colorado law or the articles of incorporation of the corporation. In addition to any duties imposed by law, the articles of incorporation or these bylaws, each director shall have the duty to attend meetings of the board of directors and to fulfill any responsibilities assigned to him by the board of directors.
2.2 Number: The number of directors of this corporation shall be no fewer than seven and no more than fifteen. Subject to the foregoing, the exact number of directors may be increased or decreased by resolution of the board of directors, but no decrease shall have the effect of shortening the term of any incumbent director.
2.3 Qualification: Directors shall be natural persons at least eighteen years old, and preferably be residents of the State of Colorado.
2.4 Election and Term: Directors shall be elected by the board of directors of Colorado WaterWise at its annual meeting of the board of directors held in November. Each director shall serve a three year term. Terms will be staggered as evenly possible to provide continuity on the board. Each director will hold office until his successor shall have been elected and qualified, or until his earlier death, resignation or removal. The board shall consist of individuals who have significant experience in, interest in or knowledge about Colorado water issues or activities, or who have supported Colorado WaterWise and its causes, or who are deemed qualified for any other reasons.
2.5 Removal and Resignation: Any director may be removed with or without cause (in the nature of misconduct, negligence or disregard of duty) by action of a majority of the remaining directors of the corporation. Any director may resign at any time by giving written notice to the chairperson of the board, the chair or to the secretary, and acceptance of such resignation shall not be necessary to make it effective unless the notice so provides.
2.6 Vacancies: Any vacancy occurring on the board of directors and any directorship to be filled by reason of an increase in the size of the board of directors shall be filled by the affirmative vote of a majority of the board of directors. A director elected to fill a vacancy shall hold office during the unexpired term of his predecessor in office.
2.7 Meetings: The board of directors may, by resolution, establish a time and place for regular meetings, which may thereafter be held without further notice. Special meetings of the board of directors may be called by the chairperson of the board or any two members of the board of directors. The annual meeting of the board shall be held in November of each year, at a date, time and place fixed by the board of directors.
2.8 Notices: Notice of each annual meeting and special meeting of the board of directors, stating the date, hour, and place of such meeting, shall be given to each member of the board of directors by the chairperson of the board, the chair, the secretary, or, in the case of a special meeting, the members of the board calling the meeting. Notice of a regular meeting at which the question of the removal of a director is to be submitted to a vote shall be given pursuant to this section as if the meeting were the annual meeting or a special meeting. The notice may be given by depositing it in the United States mail at least seven days before the meeting addressed to the director at the last address he has furnished to the corporation for this purpose, and any notice so mailed shall be deemed to have been given at the time it is mailed. Notice also may be given at least forty eight hours before the meeting in person or by telephone, FAX, email or similar method, and such notice shall be deemed to have been given at the time when the personal or telephone conversation occurs, or when the FAX or email or other form of notice is either personally delivered to the director or delivered to the last address of the director furnished to the corporation by him for this purpose.
2.9 Quorum: Majority of all directors shall constitute a quorum for the transaction of business at all meetings of the board of directors. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, except as otherwise specifically required by law.
2.10 Waiver: A written waiver of notice signed by a director, whether before, at, or after the time stated therein, shall be equivalent to the giving of a due and proper notice and a waiver of objections to the calling or convening of the meeting. Attendance or participation of a director at a meeting shall constitute a waiver of notice of such meeting, except when a director attends or participates in a meeting for the sole, purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened and does not otherwise participate in the meeting.
2.11 Attendance by Telephone: Members of the board of directors may participate in a meeting of the board by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.
2.12 Action by Directors Without a Meeting: Any action required to be or which
may be taken at a meeting of the board 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. Such consent may be executed in counterparts and shall be effective as of the date of the last signature thereon, unless the consent specifies a different effective date.
2.13 Compensation of Directors: Directors shall not receive any stated salary for their services as such, but may be reimbursed for expenses incurred on the corporation's behalf, including any expenses of attending board meetings. Nothing shall prevent any director from serving the corporation in any other capacity, or from receiving remuneration therefore.
ARTICLE III, - Committees
3.1 Authorization of Committees of the Board of Directors: The board of directors, by resolution adopted by a majority of the full board of directors, may designate and appoint from among its members one or more committees, each of which shall consist of one or more directors.
3.2 Committee Procedures: Subject to Section 3.1, the board of directors may provide by resolution such powers, limitations and procedures for committees as the board deems advisable. Committees will have a designated purpose as a standing committee or as a project committee. Standing committees would be in place to perform ongoing tasks necessary for the functions of the Corporation. There will be no prescribed end date and funds will be renewed annually.. Project committees will have an end date with a specified goal set by the Board and a limited budget. To the extent that the board of directors does not establish other procedures for such a committee, each committee shall be governed by the procedures established in Section 2.7 (except as they relate to an annual meeting of directors) and Sections 2.8, 2.9, 2.10, 2.11, and 2.12 of these bylaws, as if the committee were the board of directors.
ARTICLE IV. - Officers
4.1 Number and Election: The officers of the corporation shall be a chair or Co
chairs, a secretary or Co-secretaries, and a treasurer, each of whom, except the chair(s) shall be elected by the board of directors at its first meeting following the election of directors each year. The board of directors may elect one or more chairs, and the board of directors or the chair(s) may appoint one or more secretaries and only one treasurer and such other subordinate officers and agents as the board or the chair(s) shall deem necessary, who shall hold their offices and agencies for such terms (not exceeding three years for any one term) and shall have such authorities, powers and duties as shall be determined from time to time by these bylaws, the board of directors or the chair(s). Any two or more offices may be held by the same person, except the offices of chair and secretary. The officers of the corporation shall be natural persons at least eighteen years old.
4.2 Chair or Co-chairs: There may be one chair or two co-chairs, if the board deems it expedient. The chair(s) shall be the chief executive officer(s) of the corporation. The chair(s) shall preside at all meetings of the board of directors. He (meaning one or two females or males) shall represent the corporation at public events or news conferences. Subject to the direction and control of the board of directors, he shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. He may negotiate for, enter into and execute contracts, deeds and other instruments and agreements on behalf of the corporation as are approved by the board of directors or committees designated by the board of directors. The chair(s) shall appoint the chairpersons of all standing and special committees and shall be a member ex-officio of all committees except any committees that might be set up to nominate future officers. He shall have such additional authority, powers, and duties as approved by a quorum of the board of directors on case by case bases.
4.3 Secretary or Co-secretaries: There may be one secretary or two co
secretaries, if the board deems it expedient. The secretary(s) shall give, or cause to be
given, notice of meetings of the board of directors pursuant to Section 2.8; keep the minutes of such meetings, and have such other authority, powers, and duties as are appropriate and customary for the office of secretary or as the board of directors or the chair(s) may prescribe from time to time. The Secretary shall distribute to all members, at the second meeting of the year, a membership list which shall include addresses, telephone numbers, and special interests of the members.
4.4 Treasurer: The treasurer shall have control of the funds and the care and custody of all stocks, bonds, and other securities owned by the corporation and shall be responsible for the preparation and filing of tax returns. He or she shall receive all moneys paid to the corporation and, subject to any, limits imposed by the board of directors or the chair(s), shall have authority to give receipts and vouchers, to sign and endorse checks and warrants in the corporation's name and on the corporation's behalf, and give full discharge for the same. The treasurer shall also have charge of disbursement of the funds of the corporation, shall keep full and accurate records of the receipts and disbursements, and shall deposit all moneys and other valuable effects in the name of and to the credit of the corporation in such depositories as shall be designated by the board of directors. Secretary(s) shall have charge of the corporate seal, be responsible for the maintenance of all corporate records and files and the preparation and filing of reports to governmental agencies (other than tax returns), have authority to impress or affix the corporate seal to any instrument requiring it (and, when so impressed or affixed, it may be attested by his signature). He or she shall have such additional authority, powers, and duties as are appropriate and customary for the office of treasurer and as the board of directors or chair may prescribe from time to time.
4.5 Terms: Chairmen, secretaries and treasurer will serve one year renewable terms not to exceed three. Terms are renewable upon confirmation of a quorum of directors at the November meeting.
4.6 Removal and Resignation; Vacancies: Any officer elected or appointed by the board of directors may be removed at any time upon the discretion of a majority of directors with or without cause; see 2.5. Unexcused absences of more than two regularly scheduled board meetings per year may be grounds for removal. Any officer/director may resign at any time by giving thirty day written notice of his resignation to the chair or to the secretary, and acceptance of such resignation shall not be necessary to make it effective unless the notice so provides. Any vacancy occurring in any office, the election or appointment to which is made by the board of directors, shall be filled by the board of directors. Any, vacancy occurring in any other office of the corporation may be filled by the board of directors or the chair for the unexpired portion of the term.
4.7 Compensation: Subject to Article II, Section B of the articles of incorporation, officers may receive such compensation for their services as may be authorized or ratified by the board of directors. Election or 'appointment of an officer shall not of itself create a contract or other right to compensation for services performed as or by an officer.
ARTICLE V. - Members
5.1 Members: The board of directors may, by resolution, provide for members or classes of members. Dues may be set periodically as the board of directors so decide.
ARTICLE VI. - Seal
6.1 Seal: The board of directors may adopt a seal which shall be circular in form and shall bear the name of the corporation and the words "SEAL" and "COLORADO" which, when adopted, shall constitute the corporate seal of the corporation. The seal may be used by causing it or a facsimile thereof to be impressed, affixed, manually reproduced or rubber stamped with indelible ink.
ARTICLE VII. -- Indemnification
7.1 Definitions: As used in this Article VII, (a) "corporation" includes any domestic or foreign predecessor entity of the corporation in a merger, consolidation, or other transaction in which the predecessor's existence ceased upon consummation of the transaction; (b) "director or officer" means an individual who is or was a director or officer of the corporation and an individual who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of any other foreign or domestic corporation or of any partnership, joint venture, trust, other. enterprise, or employee benefit plan. A director or officer shall be considered to be serving an employee benefit plan at the corporation's request if his duties to the corporation also impose duties on or otherwise involve services by him to the plan or to participants in or beneficiaries of the plan. "Director or officer" includes, unless the context otherwise requires, the estate or personal representative of a director or officer; (c) "expenses" includes attorney fees; (d) "liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expense incurred with respect to a proceeding; (e) "official capacity," when used with respect to a director or officer, means the office of director or officer in the corporation. "Official capacity" does not include service for any other foreign or domestic corporation or for any partnership, joint venture, trust, other enterprise, or employee benefit plan; (f) "party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding; (g) "proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.
7.2 Mandatory Indemnification:
(a) Except as provided in paragraph (d) of this Section 7.2, the corporation shall indemnify against liability incurred in any proceeding an individual made a party to the proceeding because he is or was a director or officer if:
(i) He conducted himself in good faith;
(ii) He reasonably believed:
A.In the case of conduct in his official capacity with the corporation, that his conduct was in the corporation's best interests; or
B.In all other cases, that his conduct was atleast not opposed to the corporation's best interests; and
(iii) In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.
(b) A director's or officer's conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirements of Section 7.2(a)(ii)(B). A director's or officer's conduct with respect to an employee benefit plan for a purpose that he did not reasonably believe to be in the interests of the participants in or beneficiaries of the plan shall be deemed not to satisfy the requirements of Section 7.2(a) (i) .
(c) The termination of any proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not of itself determinative that the individual did not meet the standard of conduct set forth in paragraph (a) of this Section 7.2.
(d) The corporation may not indemnify a director or officer under this Section 7.2 either:
(i)In connection with a proceeding by or in the right of the corporation in which the director or officer was adjudged liable to the corporation; or
(ii)In connection with any proceeding charging improper personal benefit to the director or officer, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.
(e) Indemnification permitted under this
Section 7.2 in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.
(a) The corporation shall not indemnify a director or officer under Section 7.2 unless authorized in the specific case after a determination has been made that indemnification of the director or officer is permissible in the circumstances because he has met the standard of conduct set forth in paragraph (a) of Section 7.2.
(b) The determination required to be made by paragraph (a) of this Section 7.3 shall be made:
(i)By the board of directors by a majority vote of a quorum, which quorum shall consist of directors not parties to the proceeding; or
(ii)If a quorum cannot be obtained, by a majority vote of a committee of the board designated by the board, which committee shall consist of two or more directors not parties to the proceeding; except that directors who are parties to the proceeding may participate in the designation of directors for the committee.
(c) If the quorum cannot be obtained or the committee cannot be established under paragraph (b) of this Section 7.3, or even if a quorum is obtained or a committee designated if such quorum or committee so directs, the
determination required to be made by paragraph (a) of this Section 7.3 shall be made by independent legal counsel selected by a vote of the board of directors or the committee in the manner specified in subparagraph (i) or (ii) of paragraph (b) of this Section 7.3 or, if a quorum of the full board cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full board.
(d) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is required; except that, if the determination that indemnification is required is made by independent legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by the body that selected said counsel.
7.4 Advance Payment:
(a) The corporation shall pay for or reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding in advance of the final disposition of the proceeding if:
(i)The director or officer furnishes the corporation a written affirmation of his good-faith belief that he has met the standard of conduct described in Section 7.2(a);
(ii)The director or officer furnishes the corporation a written undertaking, executed personally or on his behalf, to repay the advance if it is determined that he. did not meet such standard of conduct; and
(iii)A determination is made that the facts then known to those making the determination would not preclude indemnification under this Section 7.4.
(b) The undertaking required by subparagraph (ii) of paragraph (a) of this Section 7.4 shall be an unlimited general obligation of the director or officer, but need not be secured and may be accepted without reference to financial ability to make repayment.
(c) Determinations and authorizations of payments under this Section 7.4 shall be made in the manner specified in Section 7.3.
7.5 Insurance: The corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the corporation or who, while a director, officer, employee, fiduciary, or agent of the corporation, is or was serving at the request of the corporation as a director., officer, partner, trustee, employee, fiduciary, or agent of any other foreign or domestic corporation or of any partnership, joint venture, trust, other enterprise, or employee benefit plan against any liability asserted against or incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article VII. Any such insurance may be procured from any insurance company designated by the board of directors of the corporation, whether such insurance company is formed under the laws of Colorado or any other jurisdiction of the United States or elsewhere, including any insurance company in which the corporation has equity or any other interest, through stock ownership or otherwise.
ARTICLE VIII. - Fiscal Year
8.1 Fiscal Year: The board of directors may, by resolution, adopt a fiscal year for the corporation.
ARTICLE IX. - Amendment
9.1 Amendment: These bylaws may at any time and from time to time be amended, supplemented or repealed by a majority of the board of directors.