ARTICLE I - Offices
Section 1. PRINCIPAL OFFICE
The initial location of the principal office of the corporation is in El Paso County, State of Colorado, at 17060 Hillcrest Road, Elbert, Colorado 80106.
Section 2. CHANGE OF ADDRESS
The Board of Directors may change the designated location of the principal office. Such change of address shall not be deemed, nor require, an amendment of these bylaws.
Section 3. OTHER OFFICES
The corporation may also have offices at such other places where it is qualified to do business, as its business and activities may require, and as the Board of Directors may from time to time designate.
ARTICLE II - Nonprofit Purposes
Section 1: IRC SECTION 501 (c) (3) PURPOSES:
This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c) (3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code.
Section 2: SPECIFIC OBJECTIVES AND PURPOSES
The specific objectives and purposes of this corporation shall be:
1. The promotion and preservation of traditional acoustic music.
2. To encourage the development and performance of traditional acoustic music in the community by providing an amateur performance venue, workshops, concerts, and any and all other appropriate means.
3. To provide education as to the history of traditional acoustic music.
4. To provide a centralized source of information regarding learning resources, instructors, performers, and events related to traditional acoustic music.
5. To publish a newsletter which focuses on information related to the above objectives and purposes.
ARTICLE III - Directors
Section 1: NUMBER
The corporation shall have five (5) directors and collectively they shall be known as the Board of Directors. The initial Board of Directors will be made up of the following members:
| NAME | ADDRESS |
| Charlie Hall | 19255 White Pine Lane, Colorado Springs, CO 80908 |
| Hope Kressner | 17060 Hillcrest Rd, Elbert, CO 80106 |
| Lyn Akers | 2 East Mill St, Colorado Springs, CO 80903 |
| Walt Pleimann | 8895 Black Forest Rd, Colorado Springs, CO 80908 |
| Murry Stewart | 3170 Century St, Colorado Springs, CO 80907 |
Section 2: ATTENDANCE
It is declared a policy of the Corporation that regular attendance at meetings of the Board of Directors is vital to the success of the Corporation. Three consecutive absences from said meetings without an excuse deemed valid by the Board of Directors shall be construed as a resignation.
Section 3: TERM OF OFFICE
Each director shall hold office for a period of two years and until his or her successor is elected and qualifies. Election of directors shall be staggered such that three positions become available in even years, and two positions become available in odd years. Future candidates for the Board of Directors will be nominated and elected by the existing board.
Section 4: MEETINGS
The Board of Directors shall meet on a monthly basis at a time and place to be set at the discretion of the Board of Directors. A special meeting of the Board of Directors may be called at any reasonable time by the President or by any three directors. Unless otherwise designated in these bylaws, a simple majority of the Board of Directors shall constitute a quorum for the conduct of business. A majority of the quorum of directors present and voting is necessary for a vote of the board.
At the regular meeting of directors held in January of each year, directors shall be elected by the Board of Directors. Voting for the election of directors shall be by written ballot. Each director shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to be elected to the board. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected to serve on the board.
Section 5: VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death, resignation, removal, or expiration of term of any director, and (2) whenever the number of authorized directors is increased.
Any director may resign upon giving written notice to the President, the Secretary, or to the Board of Directors, unless such a resignation would leave the corporation without a duly elected director or directors in charge of its affairs. In such a case the Attorney General or other appropriate agency of the state must be notified.
Directors may be removed from office in accordance with the laws of this state.
Vacancies on the Board of Directors shall be filled immediately by a majority vote of the remaining Directors.
Section 6: NON-LIABILITY OF DIRECTORS
No director shall be personally liable to the corporation or to its members for monetary damages for any breach of fiduciary duty as a director, except that the foregoing shall not eliminate or limit such director's liability to the corporation or to its members for monetary damages for the following: (1) any breach of such director's duty of loyalty to the corporation or to its members, (2) any of such director's acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) acts specified in C.R.S. Section 7-24-111, as it now exists or hereafter may be amended (regarding a director's assent to or participation in the making of any loan by the corporation to any director of officer of the corporation), or (4) any transaction from which such director derived an improper personal benefit. If the Colorado Nonprofit Corporation Act hereafter is amended to authorize the further elimination or limitation of the liability of directors, than the liability of a director of the corporation, in addition to the limitation on personal liability provided herein, shall be further eliminated or limited to the fullest extent permitted by the Colorado Nonprofit Corporation Act. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.
Section 7: ACTION BY DIRECTORS WITHOUT A MEETING
Any action required to be taken at a meeting of the Directors or committee of the Directors or any action which may be taken at a meeting of the Directors or committee of the Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Directors or committee members entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the Directors or committee members.
ARTICLE IV - Officers
Section 1: DESIGNATION OF OFFICERS
The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer. The corporation may also have Assistant Secretaries, Assistant Treasurers, and other such officers with such titles as may be determined from time to time by the Board of Directors. Any two offices may be held by the same person, except the office of President and Secretary.
Section 2: ELECTION AND TERM OF OFFICE
Officers of the corporation shall be elected annually by the Board of Directors. Officers are not required to be a member of the Board of Directors. Each officer shall hold office until his or her term has expired and a successor has been duly elected, he or she resigns, or is removed or otherwise disqualified to serve.
Section 3: VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.
Section 4: NON-LIABILITY OF OFFICERS
No officer shall be personally liable to the corporation or to its members for monetary damages for any breach of fiduciary duty as an officer, except that the foregoing shall not eliminate or limit such officer's liability to the corporation or to its members for monetary damages for the following: (1) any breach of such officer's duty of loyalty to the corporation or to its members, (2) any of such officer's acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) acts specified in C.R.S. Section 7-24-111, as it now exists or hereafter may be amended (regarding a officer's assent to or participation in the making of any loan by the corporation to any officer of officer of the corporation), or (4) any transaction from which such officer derived an improper personal benefit. If the Colorado Nonprofit Corporation Act hereafter is amended to authorize the further elimination or limitation of the liability of officers, than the liability of an officer of the corporation, in addition to the limitation on personal liability provided herein, shall be further eliminated or limited to the fullest extent permitted by the Colorado Nonprofit Corporation Act. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any right or protection of an officer of the corporation existing at the time of such repeal or modification.
Section 5: DUTIES OF PRESIDENT
The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.
Section 6: DUTIES OF VICE PRESIDENT
In the absence of the President, or in the event of his or her inability to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
Section 7: DUTIES OF SECRETARY
The Secretary shall:
Keep a book of minutes of all meetings of the directors, and, if applicable, meetings of committees, recording therein the time and place of holding, whether regular or special, names of those present or represented at the meeting, and the proceedings thereof.
Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the corporation. Copies of the Bylaws and Articles of Incorporation must be made available upon request.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
Section 8: DUTIES OF TREASURER
The Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trusts, companies, or other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for, moneys due and payable to the corporation from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
Exhibit at all reasonable times the books of account and financial records to any director of the corporation on request.
Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
ARTICLE V - Committees
Section 1: APPOINTMENT
The President, with the approval of the Board of Directors, may authorize the appointment and define duties of such committees as may be necessary for carrying out the purpose and function of the corporation.
Section 2: DURATION
The duration of committee appointments shall be at the will of the President and Board of Directors.
Section 3: POWERS
No committee of this corporation nor any member thereof shall take or make public any action, or make public any resolution or in any way commit the corporation or any of its participants on a question of policy or matters of general public interest without having first received specific approval or instructions from the Board of Directors.
ARTICLE VI - Finances
Section 1: SOURCES
Source of funds for the organization shall be the subscription dues of supporters and the proceeds of events sponsored by the corporation. Voluntary contributions will be accepted. Such contributions will not entitle the contributor to voting rights. The corporation may receive grants and contributions from educational and community foundations, or any other source whose purpose and functions are in harmony with the purpose and function of this corporation.
Section 2: DEPOSITS AND WITHDRAWALS
The funds of the corporation shall be deposited in such bank or trust company as the Board of Directors shall designate. Withdrawals shall be by check issued and signed by the President, Vice President, or Treasurer.
Section 3: FISCAL YEAR
The fiscal year of the corporation shall run from January 1 through December 31.
ARTICLE VII - IRC 501 (c) (3) Tax Exemption Provisions
Section 1 - LIMITATIONS ON ACTIVITIES
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue code, or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code.
Section 2: PROHIBITION AGAINST PRIVATE INUREMENT
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its directors, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
Section 3: DISTRIBUTION OF ASSETS
Upon the dissolution of the corporation, the board of directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code, as the board of trustees shall determine. Any such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the corporation is then located in the State of Colorado exclusively for such purposes or to such organization or organizations, as said District Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE VIII - Indemnification
Section 1: DEFINITIONS
As used in this article:
(a) "Corporation" includes any domestic or foreign predecessor entity of the corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction;
(b) "Director" means an individual who is or was a director of the Corporation or an individual who, while a director of the corporation, is or was serving at the Corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, any partnership, joint venture, trust, employee benefit plan or other enterprise. "Director" includes, unless the context requires otherwise, the estate or personal representative of a Director;
(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 actually incurred with respect to a proceeding.
(e) "Official capacity" means: (i) when used with respect to a Director, the office of director in the Corporation and, (ii) when used with respect to a person other than a Director, the office in the Corporation held by the Officer or the employment or agency relationship undertaken by the employee or agent on behalf of the Corporation. "Official capacity" does not include service for any other foreign or domestic corporation or nonprofit corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise;
(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.
Section 2: PERMISSIVE INDEMNIFICATION OF DIRECTORS
Except as provided in Section 4 of this Article, the Corporation may indemnify an individual made a party to a proceeding because the individual is or was a Director against liability incurred in any proceeding if the individual:
(a) Conducted himself or herself in good faith; and
(b) Reasonably believed: (i) in the case of conduct in his or her official capacity with the Corporation, that his or her conduct was in the Corporation's best interest; and (ii) in all other cases, that his or her conduct was at least not opposed to the Corporation's best interests; and
(c) In the case of any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, be determinative that the Director did not meet the standard of conduct set forth in this Section.
Indemnification permitted under this Section in connection with a proceeding by or in the right of the Corporation shall be limited to reasonable expenses incurred in connection with the proceeding.
Section 3: MANDATORY INDEMNIFICATION OF DIRECTORS
Unless limited by the Articles of Incorporation, the Corporation shall indemnify a Director who was wholly successful, on the merits or otherwise, in defense of any proceeding to which the Director was a party because he or she is or was a Director of the Corporation against reasonable expenses incurred by the Director in connection with the proceeding.
Section 4: PROHIBITED INDEMNIFICATION OF DIRECTORS
The Corporation may not indemnify a Director under Section 2 of this Article:
(a) In connection with a proceeding by or in the right of the Corporation in which the Director was adjudged liable to the Corporation; or
(b) In connection with any other proceeding charging improper personal benefit to the Director, whether or not involving action in his or her official capacity, in which the Director was adjudged liable on the basis that personal benefit was improperly received by the Director.
Section 5: AUTHORITY FOR PERMISSIVE INDEMNIFICATION OF DIRECTORS
The Corporation may not indemnify a Director under Section 2 of this Article unless authorized in the specific case after a determination has been made that indemnification of the Director is permissible in the circumstances because the Director has met the standard of conduct set forth in Section 2 of this Article. The determination required to be made by this Section shall be made:
(a) By the whole Board of Directors by a majority vote of a quorum consisting of all Directors not at the time parties to the proceeding;
(b) If a quorum cannot be obtained, by majority vote of a committee of the Board of Directors designated by the Board of Directors (in which designation Directors who are parties may participate), consisting solely of two or more Directors not at the time parties to the proceeding;
(c) By special legal counsel: (I) selected by the Board of directors or its committee in the manner specified in subsections (a) and (b) of this Section 5; or (ii) if a quorum of the Board of Directors cannot be obtained and a committee cannot be designated, selected by a majority vote of the full Board of Directors (in which designation Directors who are parties may participate).
Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible; except that, if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by the body that selected said counsel.
Section 6: INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS
The Corporation shall have the following powers and duties of indemnification with respect to Officers, employees and agents:
(a) An Officer of the Corporation who is not a Director shall be entitled to mandatory indemnification pursuant to Section 3 of this Article;
(b) The Corporation may indemnify and advance expenses pursuant to Section 6 of this Article to an Officer, employee, or agent of the Corporation who is not a Director to the same extent as a Director; and
(c) The Corporation may indemnify and advance expenses to an Officer, employee, or agent of the Corporation who is not a Director to the extent, consistent with public policy, that may be provided by the Articles of Incorporation, these Bylaws, general or specific action of the Board of Directors, or contract.
Section 7: RIGHTS, POWERS, AND DUTIES NOT EXCLUSIVE
The indemnification provided by this Article shall not be construed to limit any other rights of indemnification to which Directors, Officers, employees and agents of the Corporation may be entitled under the laws of the State of Colorado; nor shall the indemnification provided by this Article be construed to limit any other of the Corporation's power to indemnify its Directors, Officers, employees and agents as may be provided by the laws of the State of Colorado.
ARTICLE IX - Amendment of Bylaws
The Board of Directors shall have full power to make, alter, and amend these Bylaws.
ARTICLE X - Construction and Terms
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
ARTICLE XI - Rules of Order
Except as otherwise provided in the foregoing Bylaws or the Articles of Incorporation, Roberts Rules of Order shall control in all questions of parliamentary procedure.
AMENDMENTS
AMENDMENT 1:
Dated January 25, 1996: The number of directors on the board shall be increased from five (5) to seven (7). The duration of term for the new seats shall be such that one seat expires in an even year and the other in an odd year to maintain the staggered formation of the board.
