Updated: 12 July 2004
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By-Laws of
The Black Rose Acoustic Society
Article III - Directors
[ Return to Bylaws Index ]

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.

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