The Lloyd Shaw Foundation is dedicated to the preservation, restoration and teaching of the folk dances of America.
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Bylaws
Bylaws of The Lloyd Shaw Foundation
AMENDED BY-LAWS OF THE LLOYD SHAW FOUNDATION, INC. These Amended By-laws are adopted on 12 May 2017 by The Lloyd Shaw Foundation, Inc. ("Foundation") Board of Directors, a not-forprofit corporation organized under the laws of the state of Colorado.
ARTICLE I - OFFICES
The Foundation shall have and continuously maintain in Colorado a registered office which may be, but need not be, the same as its place of business in Colorado. The Foundation shall continuously maintain in Colorado a registered agent whose business office is identical with the Foundation's registered office. The principal office of the Foundation in Colorado shall be located at 15127 W. 32ND PLACE, GOLDEN, CO 80401, United States, or other place as may from time to time be designated by the Board of Directors.
ARTICLE II - MEMBERS
Section 1 - Classes of Members: The Foundation shall have the following classes of members: Active; Supporting; Patron; Life; and Club membership.
Section 2 - Qualification of Members: All persons, partnerships, public or private corporation, associations or other entities ("collectively called members") interested in the objects and purposes of the Foundation shall be eligible for membership.
Section 3 - Election of Members: Membership shall be automatic upon payment of the dues in accordance with the adopted dues schedule.
Section 4 - Term of Membership and Dues: The membership year shall be the calendar year. Membership shall commence on the date of payment of membership dues and shall continue until the last day of the calendar year; provided, however, that new members joining the Foundation on or after June 1st of any year shall be deemed to be paid members through December 31st of the following year. Membership dues shall be established by resolution of the Board of Directors. Life members are not bound by payment deadlines.
Section 5 - Voting Rights: Each member shall be entitled to one vote on each matter submitted to a vote.
Section 6 - Termination of Membership: Membership shall be terminated automatically upon non-payment of dues for more than one and one half years. The Board of Directors may suspend or expel a member for cause
after a hearing.
Section 7 - Resignation: Any member may resign by filing a written resignation with the Secretary.
Section 8 - Reinstatement: Upon written request of a member suspended, the Board of Directors may reinstate
the member. If member was suspended for non-payment of dues, upon payment of dues the member shall be,
retroactively, reinstated.
Section 9 - Transfer of Membership: Membership in the Foundation is not transferable or assignable.
Section 10 - Regular Meetings: An annual meeting of the membership shall be held in each year for the
transaction of such business as may come before the meeting. All regular meetings shall be open and may be
attended by non-members. Non-members may not vote, and may participate in discussion only with permission
of the presiding officer. The date, time and place of such annual membership meeting shall be determined by the
President, and each member in good standing shall be given at least 30 days' advance notice thereof.
Section 11 - Special Meetings: Special meetings of the members may be called by the President, the Board of
Directors, or not less than one-tenth of the members having voting rights.
Section 12 - Place of Special Meeting: The Board of Directors may designate any place as the place of special
meetings.
Section 13 - Notice of Meeting: No notice of annual meeting shall be required other than contained in these
By-laws. Written notice of any other meeting, stating the place and day of any meeting of members, shall be
mailed or emailed to each member entitled to vote at such meeting, not less than 20 days before the date of such
meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting.
In case of a special meeting or when required by statute or by these By-laws, the purpose or purposes for which
the meeting is called shall be specifically described in the notice.
Section 14 - Certification of Membership: The Secretary shall, at the commencement of any membership
meeting, certify the names of those persons present who are not voting members. Such persons shall not be
eligible to vote or to be elected or appointed to any position, and shall not participate in discussion except with
permission of the presiding officer.
Section 15 - Quorum: The number of members physically in attendance at a membership meeting shall
constitute a quorum.
Section 16 - Manner of Acting: A majority of the votes cast upon a matter shall be the act of the membership.
Section 17 - Proxies: Proxy voting shall not be allowed.
ARTICLE III - BOARD OF DIRECTORS
Section 1 - General Powers: The affairs of the Foundation shall be managed by its Board of Directors.
Section 2 - Qualifications, Number and Tenure: Directors need not be residents of the state of Colorado, but
must be voting members of the Foundation. The number of Directors shall be no fewer than five or more than
fifteen as determined by the Board of Directors. Each director shall serve for a term of three years, except that if
no election is held the acting directors shall continue in office. Except for descendants of Lloyd Shaw, no person
shall serve more than two successive terms as Director.
Section 3 - Nominations and Election of Members of Board of Directors:
(a) Nominations: Nominations for members of the Board of Directors shall be done pursuant to Article V, the
Nominating Committee.
(b) Elections: Elections for members of the Board of Directors shall be carried out by mail and concluded by
October 15 of each year, and the directors-elect shall assume office when elected.
(c) Ballots: The Election Committee shall prepare ballots containing the names and addresses of qualified
candidates. The ballots shall state the date and purpose of election, and shall advise the voter with respect to
voting. Candidates shall be randomly listed on the ballot. Other information, including biographical information
on candidates, approved by the Election Committee may be included with the ballot.
(d) Mailing of Ballots: The Election Committee shall, not later than 30 days prior to the election, mail one ballot
to each member in good standing.
(e) Cumulative Voting: Cumulative voting will not be permitted.
(f) Counting of Ballots: The Election Committee shall open and canvass all ballots received through the closing
day of the election.
(g) When Candidates Declared Elected: The number of candidates equal to the vacancies to be filled who
receive the highest number of votes shall be declared elected.
(h) Certification of Results: The Election Committee shall immediately certify the results of the election to the
President and to all Directors and Directors-elect.
Section 4 – Board of Directors Meetings: At least one meeting of the Board of Directors shall be held each
year (designated the annual meeting). Any meeting of the Board of Directors may be attended by any member
of the Foundation, but non-directors may not participate in discussion unless invited by the presiding officer.
Directors may participate in such meeting either by attending in person, or through participation by telephone
conference call or similar means. In addition, the Board of Directors may conduct business at any time via
email.
Section 5 - Quorum: A majority of the Board of Directors shall constitute a quorum. If a quorum is not present
a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 6 - Manner of Acting: The act of a majority of the Directors at a meeting at which a quorum is present
shall be the act of the Board of Directors. Proxy voting shall not be allowed.
Section 7 - Removal: A Director may be removed upon the majority vote of the Board of Directors.
Section 8 - Compensation: Directors as such shall not receive any salary for their services. Nothing herein
contained shall be construed to preclude any Director from serving the Foundation in any other capacity and
receiving reasonable compensation therefor.
Section 9 - Informal Action by Directors: Any informal action of the Directors which has been reduced to
writing and signed by all Directors shall be the act of the Board of Directors.
Section 10 - Large Expenditures: Motions for expenditures of $5,000.00 or more, or for designation of special
funds, must be in writing and mailed or emailed to Board of Directors at least thirty days before a Board of
Directors meeting or 7 days before an email Board of Directors discussion (see Article III, Section 4 ).
ARTICLE IV - OFFICERS
Section 1 - Officers: The officers of the Foundation shall be the Past President, President, one or more Vice
Presidents, a Secretary, a Treasurer, and such other officers as are needed. Any two or more offices may be held
by the same person, except the offices of President and Secretary.
Section 2 - Election and Term of Office: The officers shall be elected by the Board of Directors at an annual
meeting for a term of two (2) years, and continue to hold office until a successor shall have been duly elected
and qualified.
Section 3 - Removal: Any officer elected by the Board of Directors may be removed by the Board of Directors.
Section 4 - Vacancies: A vacancy in any office may be filled by the Board of Directors.
Section 5 - Past President: The Past President's position is to advise and assist the president.
Section 6 - President: The President shall be the principal executive officer of the Foundation. Subject to the
control of the Board of Directors, the President shall in general supervise and control all of the business and
affairs of the Foundation. The President shall preside at all meetings of Members and the Board of Directors.
The President and Secretary, or other designated persons, may execute documents authorized by the Board of
Directors.
Section 7 - Vice President: In the absence of the President, or in the event of the President's inability or refusal
to act, the Vice President or, in the event there be more than one Vice President in the order of their election,
shall perform the duties of the President. Any Vice President shall perform such other duties as may be assigned
to such person by the President or Board of Directors.
Section 8 - Treasurer: If required by the Board of Directors, the Treasurer shall give a bond for the faithful
discharge of duties in such sum and with such surety or sureties as the Board of Directors shall determine.
Except for funds held by members or committees, the Treasurer shall have charge and custody of and be
responsible for all funds and securities of the Foundation, receive and give receipts for money due and payable
to the Foundation and deposit all such moneys in the name of the Foundation in such banks, trust companies, or
other depositories selected by the Board of Directors. In the absence of the Board of Directors selecting the
depositories, the Treasurer may select the depositories.
In case of the absence, disability, death, or refusal of the Treasurer to perform his duties, the President shall be
authorized to deposit funds and to withdraw funds from depositories.
Members or committees shall furnish the Treasurer at his request periodic accounting of funds under his or their
control, and the Treasurer shall be authorized to deposit funds and to withdraw funds from the depositories held
by members or committees.
Section 9 - Secretary: The Secretary shall keep the minutes of the meetings of the members and of the Board
of Directors; see that all notices are duly given; be custodian of the corporate records; and in general perform
all duties incident to the office of Secretary and such other duties as may be assigned by the President or the
Board of Directors. The Secretary shall codify resolutions and motions of the Board of Directors which are
intended by the Board of Directors to be continuing, and furnish a copy thereof to Board of Directors members
upon request.
ARTICLE V - COMMITTEES
Committees shall be established, and terminated, by the Board of Directors. Committee chairs and committee
members shall be appointed/removed/replaced by the President from time to time, with the approval of the
Board of Directors.
The Nominating Committee shall be appointed at least 40 days before the annual membership meeting, and it
shall present at the annual meeting a list of nominees for the Board of Directors . Additional nominations for
this position shall be invited from the floor; however, the persons who are nominated from the floor need not be
present at the annual meeting, but must have consented to the nomination. Also, additional nominations may be
made by petition signed by not less than ten members in good standing, and be delivered to the nominating
committee not more than 30 days and at least 10 days before the annual meeting.
The Election Committee shall be appointed at least 30 days before the annual membership meeting, and shall
perform the duties of conducting the election of board members.
The Membership Comittee to be operated under policies approved by the Board.
The Seed Money Committee to be operated under policies approved by the Board.
The Scholarship Committees shall be governed by the General and Special provisions for scholarships as set
forth in Policy on Endowments.
ARTICLE VI - CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1 - Contracts: The Board of Directors may authorize any person to enter into or execute any contract,
and such authority may be general or confined to specific instances.
Section 2 - Checks, Drafts, etc: All checks, drafts, or orders for the payment of money, notes or other
evidences of indebtedness shall be signed by an agent or agents as shall from time to time be designated by the
Board of Directors.
Section 3 - Deposits: All funds of the Foundation shall be deposited in such banks, trust companies or other
depositories as the Board of Directors designates.
Section 4 - Gifts: The Board of Directors may accept on behalf of the Foundation any contribution, gift,
bequest or devise for the general purposes or for any special purpose of the Foundation.
ARTICLE VII - FISCAL YEAR
In each calendar year, the Foundation's fiscal year shall end on the last day of August, and the succeeding fiscal
year shall begin the following day, September first.
ARTICLE VIII - INDEMNIFICATION
Any person who serves as an officer or member of the Board of Directors, or as a Committee member or
Division director, shall be deemed an agent of the Foundation for the purposes of this section and shall be
indemnified by the Foundation against expenses, including attorney's fees, judgments, fines, excise taxes, and
amounts paid in settlement actually and reasonably incurred by such person who was or is a party or threatened
to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal,
administrative or investigative by reason of such service, except for, and to the extent of, wanton or willful acts
or omissions.
The indemnification provided by this article shall not be deemed exclusive of any other rights to which any
Director, officer, Committee member or Division director may be entitled under the certificate of incorporation,
any agreement, by-law (including without limitation any other or further section or provision of these By-laws),
vote of disinterested Directors or otherwise, and any procedure provided for by any of the foregoing, both as to
action in an official capacity and as to action in another capacity while holding such office.
Any indemnification pursuant to this article shall be continued as to any indemnified party who has ceased to be
a Director, officer, Committee member, Division director, employee or agent of the Foundation and shall inure
to the benefit of the heirs and personal representatives of such indemnified party. The repeal or amendment of
this section or of any section or provision hereof which would have the effect of limiting, qualifying or
restricting any of the powers or rights of indemnification provided or permitted in this section shall not, solely
by reason of such repeal or amendment, eliminate, restrict or otherwise affect the right or power of the
Foundation to indemnify any person, or affect any right of indemnification of such person, with respect to any
acts or omissions which occurred prior to such repeal or amendment.
Notwithstanding any interest of the Director in such action, the Foundation may purchase and maintain
insurance, in such amounts as the Board of Directors may deem appropriate, on behalf of any person
indemnified hereunder against any liability asserted against or incurred by him or her in the capacity of or
arising out of status as an agent of the Foundation, whether or not the Foundation would have the power to
indemnify against such liability under applicable provisions of law. The Foundation may also purchase and
maintain insurance, in such amounts as the Board of Directors may deem appropriate, to insure the Foundation
against any liability, including without limitation any liability for the indemnification provided in this section.
The Foundation shall have the right to impose, as conditions to any indemnification provided or permitted in
this article, such reasonable requirements and condition as the Board of Directors may deem appropriate in each
specific case and circumstances, including but not limited to any one or more of the following: (a) that any
counsel representing the person to be indemnified in connection with the defense or settlement of any action
shall be counsel mutually agreeable to the person to be indemnified and to the Foundation; (b) that the
Foundation shall have the right, at its option, to assume and control the defense or settlement of any claim or
proceeding made, initiated or threatened against the person to be indemnified; and (c) that the Foundation shall
be subrogated, to the extent of any payment made by way of indemnification to all of the indemnified person's
right of recovery, and that the person to be indemnified shall execute all writings and do everything necessary to
assure such rights of subrogation to the Foundation.
Notwithstanding any other provision of these By-laws, the Foundation shall neither indemnify any person nor
purchase any insurance in any manner or to any extent which would jeopardize or be inconsistent with
qualification of the Foundation as a tax exempt organization under the Internal Revenue Code or which would
result in liability under section 4941 of the Internal Revenue Code.
ARTICLE IX - WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Colorado Non-Profit Corporation Act
or under the provisions of the Article of Incorporation or the By-laws of the Foundation, 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 notice.
ARTICLE X - AMENDMENT TO BY-LAWS
These By-laws may be amended by the Board of Directors by a two-thirds vote of the Board of Directors at any
regular, special or email meeting, if at least ten days' written, or email notice is given of the intention to amend,
and the nature of the proposed amendment is set forth in such notice.
ARTICLE XI – DISSOLUTION OF FOUNDATION
Upon dissolution of the Foundation any remaining assets will be transferred to one or more non-profit
organizations whose mission is consistent with that of the Foundation. Recipient (s) is/are to be determined by
the Foundation Board of Directors.
Updated: 12 May, 2017
AMENDED BY-LAWS OF THE LLOYD SHAW FOUNDATION, INC. These Amended By-laws are adopted on 12 May 2017 by The Lloyd Shaw Foundation, Inc. ("Foundation") Board of Directors, a not-forprofit corporation organized under the laws of the state of Colorado.
ARTICLE I - OFFICES
The Foundation shall have and continuously maintain in Colorado a registered office which may be, but need not be, the same as its place of business in Colorado. The Foundation shall continuously maintain in Colorado a registered agent whose business office is identical with the Foundation's registered office. The principal office of the Foundation in Colorado shall be located at 15127 W. 32ND PLACE, GOLDEN, CO 80401, United States, or other place as may from time to time be designated by the Board of Directors.
ARTICLE II - MEMBERS
Section 1 - Classes of Members: The Foundation shall have the following classes of members: Active; Supporting; Patron; Life; and Club membership.
Section 2 - Qualification of Members: All persons, partnerships, public or private corporation, associations or other entities ("collectively called members") interested in the objects and purposes of the Foundation shall be eligible for membership.
Section 3 - Election of Members: Membership shall be automatic upon payment of the dues in accordance with the adopted dues schedule.
Section 4 - Term of Membership and Dues: The membership year shall be the calendar year. Membership shall commence on the date of payment of membership dues and shall continue until the last day of the calendar year; provided, however, that new members joining the Foundation on or after June 1st of any year shall be deemed to be paid members through December 31st of the following year. Membership dues shall be established by resolution of the Board of Directors. Life members are not bound by payment deadlines.
Section 5 - Voting Rights: Each member shall be entitled to one vote on each matter submitted to a vote.
Section 6 - Termination of Membership: Membership shall be terminated automatically upon non-payment of dues for more than one and one half years. The Board of Directors may suspend or expel a member for cause
after a hearing.
Section 7 - Resignation: Any member may resign by filing a written resignation with the Secretary.
Section 8 - Reinstatement: Upon written request of a member suspended, the Board of Directors may reinstate
the member. If member was suspended for non-payment of dues, upon payment of dues the member shall be,
retroactively, reinstated.
Section 9 - Transfer of Membership: Membership in the Foundation is not transferable or assignable.
Section 10 - Regular Meetings: An annual meeting of the membership shall be held in each year for the
transaction of such business as may come before the meeting. All regular meetings shall be open and may be
attended by non-members. Non-members may not vote, and may participate in discussion only with permission
of the presiding officer. The date, time and place of such annual membership meeting shall be determined by the
President, and each member in good standing shall be given at least 30 days' advance notice thereof.
Section 11 - Special Meetings: Special meetings of the members may be called by the President, the Board of
Directors, or not less than one-tenth of the members having voting rights.
Section 12 - Place of Special Meeting: The Board of Directors may designate any place as the place of special
meetings.
Section 13 - Notice of Meeting: No notice of annual meeting shall be required other than contained in these
By-laws. Written notice of any other meeting, stating the place and day of any meeting of members, shall be
mailed or emailed to each member entitled to vote at such meeting, not less than 20 days before the date of such
meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting.
In case of a special meeting or when required by statute or by these By-laws, the purpose or purposes for which
the meeting is called shall be specifically described in the notice.
Section 14 - Certification of Membership: The Secretary shall, at the commencement of any membership
meeting, certify the names of those persons present who are not voting members. Such persons shall not be
eligible to vote or to be elected or appointed to any position, and shall not participate in discussion except with
permission of the presiding officer.
Section 15 - Quorum: The number of members physically in attendance at a membership meeting shall
constitute a quorum.
Section 16 - Manner of Acting: A majority of the votes cast upon a matter shall be the act of the membership.
Section 17 - Proxies: Proxy voting shall not be allowed.
ARTICLE III - BOARD OF DIRECTORS
Section 1 - General Powers: The affairs of the Foundation shall be managed by its Board of Directors.
Section 2 - Qualifications, Number and Tenure: Directors need not be residents of the state of Colorado, but
must be voting members of the Foundation. The number of Directors shall be no fewer than five or more than
fifteen as determined by the Board of Directors. Each director shall serve for a term of three years, except that if
no election is held the acting directors shall continue in office. Except for descendants of Lloyd Shaw, no person
shall serve more than two successive terms as Director.
Section 3 - Nominations and Election of Members of Board of Directors:
(a) Nominations: Nominations for members of the Board of Directors shall be done pursuant to Article V, the
Nominating Committee.
(b) Elections: Elections for members of the Board of Directors shall be carried out by mail and concluded by
October 15 of each year, and the directors-elect shall assume office when elected.
(c) Ballots: The Election Committee shall prepare ballots containing the names and addresses of qualified
candidates. The ballots shall state the date and purpose of election, and shall advise the voter with respect to
voting. Candidates shall be randomly listed on the ballot. Other information, including biographical information
on candidates, approved by the Election Committee may be included with the ballot.
(d) Mailing of Ballots: The Election Committee shall, not later than 30 days prior to the election, mail one ballot
to each member in good standing.
(e) Cumulative Voting: Cumulative voting will not be permitted.
(f) Counting of Ballots: The Election Committee shall open and canvass all ballots received through the closing
day of the election.
(g) When Candidates Declared Elected: The number of candidates equal to the vacancies to be filled who
receive the highest number of votes shall be declared elected.
(h) Certification of Results: The Election Committee shall immediately certify the results of the election to the
President and to all Directors and Directors-elect.
Section 4 – Board of Directors Meetings: At least one meeting of the Board of Directors shall be held each
year (designated the annual meeting). Any meeting of the Board of Directors may be attended by any member
of the Foundation, but non-directors may not participate in discussion unless invited by the presiding officer.
Directors may participate in such meeting either by attending in person, or through participation by telephone
conference call or similar means. In addition, the Board of Directors may conduct business at any time via
email.
Section 5 - Quorum: A majority of the Board of Directors shall constitute a quorum. If a quorum is not present
a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 6 - Manner of Acting: The act of a majority of the Directors at a meeting at which a quorum is present
shall be the act of the Board of Directors. Proxy voting shall not be allowed.
Section 7 - Removal: A Director may be removed upon the majority vote of the Board of Directors.
Section 8 - Compensation: Directors as such shall not receive any salary for their services. Nothing herein
contained shall be construed to preclude any Director from serving the Foundation in any other capacity and
receiving reasonable compensation therefor.
Section 9 - Informal Action by Directors: Any informal action of the Directors which has been reduced to
writing and signed by all Directors shall be the act of the Board of Directors.
Section 10 - Large Expenditures: Motions for expenditures of $5,000.00 or more, or for designation of special
funds, must be in writing and mailed or emailed to Board of Directors at least thirty days before a Board of
Directors meeting or 7 days before an email Board of Directors discussion (see Article III, Section 4 ).
ARTICLE IV - OFFICERS
Section 1 - Officers: The officers of the Foundation shall be the Past President, President, one or more Vice
Presidents, a Secretary, a Treasurer, and such other officers as are needed. Any two or more offices may be held
by the same person, except the offices of President and Secretary.
Section 2 - Election and Term of Office: The officers shall be elected by the Board of Directors at an annual
meeting for a term of two (2) years, and continue to hold office until a successor shall have been duly elected
and qualified.
Section 3 - Removal: Any officer elected by the Board of Directors may be removed by the Board of Directors.
Section 4 - Vacancies: A vacancy in any office may be filled by the Board of Directors.
Section 5 - Past President: The Past President's position is to advise and assist the president.
Section 6 - President: The President shall be the principal executive officer of the Foundation. Subject to the
control of the Board of Directors, the President shall in general supervise and control all of the business and
affairs of the Foundation. The President shall preside at all meetings of Members and the Board of Directors.
The President and Secretary, or other designated persons, may execute documents authorized by the Board of
Directors.
Section 7 - Vice President: In the absence of the President, or in the event of the President's inability or refusal
to act, the Vice President or, in the event there be more than one Vice President in the order of their election,
shall perform the duties of the President. Any Vice President shall perform such other duties as may be assigned
to such person by the President or Board of Directors.
Section 8 - Treasurer: If required by the Board of Directors, the Treasurer shall give a bond for the faithful
discharge of duties in such sum and with such surety or sureties as the Board of Directors shall determine.
Except for funds held by members or committees, the Treasurer shall have charge and custody of and be
responsible for all funds and securities of the Foundation, receive and give receipts for money due and payable
to the Foundation and deposit all such moneys in the name of the Foundation in such banks, trust companies, or
other depositories selected by the Board of Directors. In the absence of the Board of Directors selecting the
depositories, the Treasurer may select the depositories.
In case of the absence, disability, death, or refusal of the Treasurer to perform his duties, the President shall be
authorized to deposit funds and to withdraw funds from depositories.
Members or committees shall furnish the Treasurer at his request periodic accounting of funds under his or their
control, and the Treasurer shall be authorized to deposit funds and to withdraw funds from the depositories held
by members or committees.
Section 9 - Secretary: The Secretary shall keep the minutes of the meetings of the members and of the Board
of Directors; see that all notices are duly given; be custodian of the corporate records; and in general perform
all duties incident to the office of Secretary and such other duties as may be assigned by the President or the
Board of Directors. The Secretary shall codify resolutions and motions of the Board of Directors which are
intended by the Board of Directors to be continuing, and furnish a copy thereof to Board of Directors members
upon request.
ARTICLE V - COMMITTEES
Committees shall be established, and terminated, by the Board of Directors. Committee chairs and committee
members shall be appointed/removed/replaced by the President from time to time, with the approval of the
Board of Directors.
The Nominating Committee shall be appointed at least 40 days before the annual membership meeting, and it
shall present at the annual meeting a list of nominees for the Board of Directors . Additional nominations for
this position shall be invited from the floor; however, the persons who are nominated from the floor need not be
present at the annual meeting, but must have consented to the nomination. Also, additional nominations may be
made by petition signed by not less than ten members in good standing, and be delivered to the nominating
committee not more than 30 days and at least 10 days before the annual meeting.
The Election Committee shall be appointed at least 30 days before the annual membership meeting, and shall
perform the duties of conducting the election of board members.
The Membership Comittee to be operated under policies approved by the Board.
The Seed Money Committee to be operated under policies approved by the Board.
The Scholarship Committees shall be governed by the General and Special provisions for scholarships as set
forth in Policy on Endowments.
ARTICLE VI - CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1 - Contracts: The Board of Directors may authorize any person to enter into or execute any contract,
and such authority may be general or confined to specific instances.
Section 2 - Checks, Drafts, etc: All checks, drafts, or orders for the payment of money, notes or other
evidences of indebtedness shall be signed by an agent or agents as shall from time to time be designated by the
Board of Directors.
Section 3 - Deposits: All funds of the Foundation shall be deposited in such banks, trust companies or other
depositories as the Board of Directors designates.
Section 4 - Gifts: The Board of Directors may accept on behalf of the Foundation any contribution, gift,
bequest or devise for the general purposes or for any special purpose of the Foundation.
ARTICLE VII - FISCAL YEAR
In each calendar year, the Foundation's fiscal year shall end on the last day of August, and the succeeding fiscal
year shall begin the following day, September first.
ARTICLE VIII - INDEMNIFICATION
Any person who serves as an officer or member of the Board of Directors, or as a Committee member or
Division director, shall be deemed an agent of the Foundation for the purposes of this section and shall be
indemnified by the Foundation against expenses, including attorney's fees, judgments, fines, excise taxes, and
amounts paid in settlement actually and reasonably incurred by such person who was or is a party or threatened
to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal,
administrative or investigative by reason of such service, except for, and to the extent of, wanton or willful acts
or omissions.
The indemnification provided by this article shall not be deemed exclusive of any other rights to which any
Director, officer, Committee member or Division director may be entitled under the certificate of incorporation,
any agreement, by-law (including without limitation any other or further section or provision of these By-laws),
vote of disinterested Directors or otherwise, and any procedure provided for by any of the foregoing, both as to
action in an official capacity and as to action in another capacity while holding such office.
Any indemnification pursuant to this article shall be continued as to any indemnified party who has ceased to be
a Director, officer, Committee member, Division director, employee or agent of the Foundation and shall inure
to the benefit of the heirs and personal representatives of such indemnified party. The repeal or amendment of
this section or of any section or provision hereof which would have the effect of limiting, qualifying or
restricting any of the powers or rights of indemnification provided or permitted in this section shall not, solely
by reason of such repeal or amendment, eliminate, restrict or otherwise affect the right or power of the
Foundation to indemnify any person, or affect any right of indemnification of such person, with respect to any
acts or omissions which occurred prior to such repeal or amendment.
Notwithstanding any interest of the Director in such action, the Foundation may purchase and maintain
insurance, in such amounts as the Board of Directors may deem appropriate, on behalf of any person
indemnified hereunder against any liability asserted against or incurred by him or her in the capacity of or
arising out of status as an agent of the Foundation, whether or not the Foundation would have the power to
indemnify against such liability under applicable provisions of law. The Foundation may also purchase and
maintain insurance, in such amounts as the Board of Directors may deem appropriate, to insure the Foundation
against any liability, including without limitation any liability for the indemnification provided in this section.
The Foundation shall have the right to impose, as conditions to any indemnification provided or permitted in
this article, such reasonable requirements and condition as the Board of Directors may deem appropriate in each
specific case and circumstances, including but not limited to any one or more of the following: (a) that any
counsel representing the person to be indemnified in connection with the defense or settlement of any action
shall be counsel mutually agreeable to the person to be indemnified and to the Foundation; (b) that the
Foundation shall have the right, at its option, to assume and control the defense or settlement of any claim or
proceeding made, initiated or threatened against the person to be indemnified; and (c) that the Foundation shall
be subrogated, to the extent of any payment made by way of indemnification to all of the indemnified person's
right of recovery, and that the person to be indemnified shall execute all writings and do everything necessary to
assure such rights of subrogation to the Foundation.
Notwithstanding any other provision of these By-laws, the Foundation shall neither indemnify any person nor
purchase any insurance in any manner or to any extent which would jeopardize or be inconsistent with
qualification of the Foundation as a tax exempt organization under the Internal Revenue Code or which would
result in liability under section 4941 of the Internal Revenue Code.
ARTICLE IX - WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Colorado Non-Profit Corporation Act
or under the provisions of the Article of Incorporation or the By-laws of the Foundation, 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 notice.
ARTICLE X - AMENDMENT TO BY-LAWS
These By-laws may be amended by the Board of Directors by a two-thirds vote of the Board of Directors at any
regular, special or email meeting, if at least ten days' written, or email notice is given of the intention to amend,
and the nature of the proposed amendment is set forth in such notice.
ARTICLE XI – DISSOLUTION OF FOUNDATION
Upon dissolution of the Foundation any remaining assets will be transferred to one or more non-profit
organizations whose mission is consistent with that of the Foundation. Recipient (s) is/are to be determined by
the Foundation Board of Directors.
Updated: 12 May, 2017
