BYLAWS OF STEAMBOAT SPRINGS NORDIC COUNCIL,
A COLORADO NONPROFIT CORPORATION
ARTICLE III - BOARD OF DIRECTORS
ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS
ARTICLE VI - NONDISCRIMINATION
ARTICLE VII - BOOKS AND RECORDS
ARTICLE XII - EXECUTIVE AND OTHER COMMITTEES OF THE BOARD
ARTICLE XIII - ADVISORY COUNCIL AND OTHER COMMITTEES
The purposes of the Corporation are set forth in its Articles of Incorporation. The purposes for which the Corporation was organized and shall be operated are exclusively charitable, educational and scientific within the meaning of Section 501(c)(4) of the Internal Revenue Code, as amended.
Section 2.1 Members. The Corporation shall not have voting members. From time to time the Board of Directors may establish one or more classes of non-voting membership and may designate the rights and obligations associated with such memberships.
ARTICLE III - BOARD OF DIRECTORS
Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors.
Section 3.2 Performance of Duties. A director of the Corporation shall perform his or her duties as a director, including his or her duties as a member of any committee of the board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such judgment as an ordinarily prudent person in a like position would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by persons and groups listed in paragraphs (a), (b), and (c) of this Section 3.2; but he or she shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who so performs his or her duties shall not have any liability by reason of being or having been a director of the Corporation. Those persons and groups on whose information, opinions, reports, and statements a director is entitled to rely upon are:
(a) One or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(b) Counsel, public accountants, or other persons as to matters which the director reasonably believes to be within such persons' professional or expert competence; or
(c) A committee of the board, duly designated in accordance with the provision of the Articles of Incorporation or the Bylaws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.
Section 3.3 Qualifications, Number and Tenure. Directors need not be residents of the State of Colorado. Directors must demonstrate an interest in the purposes and activities of the Corporation and support the purposes of the Corporation as it relates to supporting nordic skiing in Routt County. Directors must be willing to donate their time, advice, skill, energy and support in furtherance of the purposes of the Corporation. Without limitation, the Corporation shall seek to include on the Board of Directors members with backgrounds in the following fields: public recreation as it pertains to nordic skiing, nordic ski area management, as well as other areas related to the promotion and support of nordic skiing. The number of members of the Corporation’s Board of Directors shall be established from time to time by the Corporation’s Board of Directors, provided that the number of seats on the Corporation’s Board of Directors shall not be less than five (5) or more than ten (10). The number of directors of the Corporation shall initially be six (6), and the initial members of the Board of Directors shall be as follows:
Daniel H. Smilkstein
Jeff Nelson
Birgitta Lindgren
Stephanie Wilson
Betsy Kalmeyer
Bill Philips
The first (6) board members of the corporation will be selected by the members of the Steamboat Springs Nordic Council as established between 1999 and 5/01/2003. If non-residents are appointed as Directors: no more than one (1) shall be appointed for a five (5) member Board, no more than two (2) shall be appointed for a eight (8) member Board, and no more than three (3) shall be appointed for a ten (10) member Board. The initial directors shall be divided into two classes, three (3) of whom shall serve an initial term of office of one (1) year, and three (3) of whom shall serve an initial term of office of two (2) years. Designation of the directors who will serve such terms of office will be based on their selection as officers of the Board. The three (3) Board members who are selected as officers of the Board of Directors shall serve an initial two (2) year terms and the other three (3) members of the Board shall serve an initial 1 (one) year term. After the terms of the initials directors have expired, all directors shall be appointed for a term of office of two (2) years, provided that if the number of directors is increased, the initial term of office of directors added to the board shall be either one-year or two-year, as necessary to allow to the greatest extent possible, one-half (1/2) of the members of the Board of Directors to be appointed each year. Each director shall hold office until his or her successor shall have been appointed and qualified.
Section 3.4 Annual and Regular Meetings. The Board of Directors shall hold an annual meeting during the month of May each year, commencing in 2004. The annual meeting shall be held for the purpose of appointing the directors who are to be appointed by the Board of Directors and for the purpose of conducting such other business as may come before the meeting. The Board of Directors may provide, by resolution, the time and place, within Routt County, for the holding of other regular meetings without other notice than such resolution.
Section 3.5 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, within Routt County, as the place for holding any special meeting of the Board of Directors called by them.
Section 3.6 Notice. At least two (2) days' prior notice of the date, time and place of each annual and special meeting of the Board of Directors shall be given to each director. The notice need not describe the purpose of the meeting unless otherwise required by law.
Section 3.7 Quorum and Voting; Proxies. A quorum of the Board of Directors shall consist of a majority of the number of directors in office immediately before the meeting begins. If a quorum is present when a vote is taken, the affirmative vote of a majority of the directors present is the act of the Board of Directors unless the vote of a greater number of directors is required by applicable law. For purposes of determining a quorum with respect to a particular proposal, and for purposes of casting a vote for or against a proposal, a director shall be deemed to be present at a meeting and to vote if the director has granted a signed written proxy to another director who is present at the meeting authorizing the other director to cast the vote that is directed to be cast by the written proxy with respect to the particular proposal that is described with reasonable specificity in the proxy.
Section 3.8 Action Without Meeting. Any action required or permitted to be taken at a Board of Directors meeting may be taken without a meeting if each and every member of the Board of Directors either votes for such action or votes against such action or abstains from voting and waives the right to demand that a meeting be held. Any action so taken shall be adopted only if the affirmative vote for the action equals or exceeds the minimum number of votes that would be necessary to take the action at a meeting at which all of the directors then in office were present and voted. No action taken pursuant to this section shall be effective unless writings describing the action taken and otherwise satisfying the requirements of this section shall be signed by all directors and not revoked as provided below are received by the Corporation. Action taken pursuant to this section shall be effective when the last writing necessary to effect the action is received by the Corporation, unless the writings described in the action set forth a different effective date. Any director who has signed a writing pursuant to this section may revoke such writing by delivering a dated and signed writing to the Corporation stating that such director's prior vote is revoked, provided such revocation is received by the Corporation before the last writing necessary to effect the action is received. Action taken pursuant to this section shall have the same effect as action taken at a meeting of directors. Any writing pursuant to this section may be received by the Corporation by electronically transmitted facsimile or other form of wire or wireless communications providing the Corporation with a complete copy of the document, including a coy of the signature on the document.
Section 3.9 Participation by Electronic Means. Any member of the Board of Directors or any committee designated by such Board may participate in a meeting of the Board of Directors or committee by means of telephone conference, video conference, email or similar communications equipment by which all persons participating in the meeting can hear or communicate with each other at the same time. Such participation shall constitute presence in person at the meeting.
Any action required or permitted to be taken at any meeting may also be taken without a meeting if all Directors consent to such action and such actions are filed in the Corporate Minute Book of the Corporation.
Section 3.10 Vacancies. Any vacancy occurring in the Board of Directors may be filled as follows: The vacancy shall be filled by appointment by the remaining Board of Directors. A director appointed to fill a vacancy shall serve for the unexpired term of his or her predecessor in office and until his or her successor is appointed.
Section 3.11 Resignation. Any director of the Corporation may resign at any time by giving written notice to the President or the Secretary Treasurer of the Corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 3.12 Removal. Any director or directors of the Corporation (including directors appointed by the Corporation, may be removed at any time, with or without cause, by the vote of a majority of the directors then in office.
Section 3.13 Committees. By resolution adopted by a majority of the Board of Directors, the directors may designate two or more directors to constitute a committee, any of which shall have such authority in the management
Attendance Policy. It is the policy of the Board of Directors that to remain in good standing as a trustee of the board of directors all elected board members shall attend at least two thirds (2/3) of the regular meetings of the Board of Directors held each year and that directors shall not be absent for more than three consecutive regular meetings of the Board. The annual meeting of the Board of Directors shall be considered a regular meeting and attendance by proxy, as authorized by Section 3.7, shall not be considered attendance, although attendance by electronic means pursuant to Section 3.9 shall be considered attendance. Any director violating the attendance policy specified in this section shall be notified in writing of the Corporation’s attendance policy, and may be considered for removal.
Section 3.14 Compensation. Directors shall not be paid salaries for their services. If authorized by resolution of the Board of Directors, directors may be paid a fixed sum for attending meetings and/or their expenses of attendance.
Section 3.15 Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless the director objects at the beginning of the meeting, promptly upon such director's arrival, to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting, the director contemporaneously requests that the director's dissent or abstention as to any specific action taken be entered in the minutes of the meeting, or the director causes written notice of the director's dissent or abstention as to any specific action to be received by the presiding officer of the meeting before adjournment or by the Corporation promptly after adjournment. Such right to dissent or abstain shall not apply to a director who voted in favor of such action.
Section 4.1 Number. The officers of the Corporation shall be a President, a Vice President, and a Secretary Treasurer. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary Treasurer.
Section 4.2 Qualifications, Election and Term of Office. The officers shall be elected annually by the Board of Directors. The President, Vice President, and a Secretary Treasurer must be members of the Board of Directors. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.
Section 4.3 Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.
Section 4.4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 4.5 The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. The President may delegate duties and authority to members of the Corporation’s staff who report to the President shall, when present, preside at all meetings of the members and of the Board of Directors. The President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President, or chief executive officer and such other duties as may be prescribed by the Board of Directors from time to time.
Section 4.6 Vice President. The Vice President shall, in the absence of the President or in the event of his or her death, inability or refusal to act, perform all duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him or her by the Board of Directors.
Section 4.7 Secretary Treasurer. The Secretary Treasurer shall: (a) keep or cause to be kept the minutes of the proceedings of the members and of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each member which shall be furnished to the Secretary Treasurer by such member; (e) have charge and custody of and be responsible for all funds and securities of the Corporation; (f) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these Bylaws; and (g) in general perform all duties incident to the office of Secretary Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
Section 4.8 Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary Treasurer or the Treasurer, respectively, or by the President or the Board of Directors.
Section 4.9 Staff. The Board of Directors may authorize the President or other officers of the Corporation to employ staff members to carry out Corporation activities and operations. Staff members employed by the Corporation may not serve on the Board of Directors during the term of their employment.
Section 4.10 Bonds. If the Board of Directors by resolution shall so require, any officer or agent of the Corporation shall give bond to the Corporation in such amount and with such surety as the Board of Directors may deem sufficient, conditioned upon the faithful performance of their respective duties and offices.
Section 4.11 Salaries. The officers shall serve without salary. Staff members may be paid salaries approved by the Board of Directors.
Section 4.12 Loans to Officers. No loans shall be made by the Corporation to any officer or director of the Corporation.
Section 5.1 Contracts. The Board of Directors may authorize any officer or officers, staff member or members, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 5.2 Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 5.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, staff member or members, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 5.4 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 5.5 Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes of or for any special purposes of the Corporation.
The Corporation's programs, facilities and activities shall be available to all interested persons without regard to race, color, national origin, age, gender, religion, ability socioeconomic status or handicap.
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors and committees having any of the authority of the Board of Directors.
The fiscal year of the Corporation shall end on the last day of December in each calendar year.
The Board of Directors may provide a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words "CORPORATE SEAL."
Whenever any notice is required to be given under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Colorado Revised Nonprofit Corporation Act, or otherwise, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the event or other circumstance requiring such notice, shall be deemed equivalent to the giving of such notice.
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by action of the Board of Directors.
Section 12.1 Executive Committee. The Board of Directors, by resolution adopted by a majority of the full Board, establishes an executive committee consisting of the three officers (President, Vice President and Secretary Treasurer) elected by the Board of Directors. The designation of such Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. The following procedures shall be applicable to any Executive Committee established by the Board of Directors.
(a) Authority. The Executive Committee, when the Board of Directors is not in session, shall have and may exercise all of the authority of the Board of Directors except to the extent, if any, that such authority shall be limited by the resolution appointing the Executive Committee and except also that the Executive Committee shall not have the authority of the Board of Directors in reference to amending the Articles of Incorporation, adopting a plan of merger or consolidation, recommending to the members the sale, lease or other disposition of all or substantially all of the property and assets of the Corporation otherwise than in the usual and regular course of its business, recommending to the members a voluntary dissolution of the Corporation or a revocation thereof, or amending the Bylaws of the Corporation.
(b) Tenure and Qualifications. Each member of the Executive Committee shall hold office until the next regular annual meeting of the Board of Directors following his or her designation and until his or her successor is designated as a member of the Executive Committee and is elected and qualified.
(c) Meetings. Regular meetings of the Executive Committee may be held without notice at such time and places as the Executive Committee may fix from time to time by resolution. Special meetings of the Executive Committee may be called by any member thereof upon not less than one (1) day's notice stating the place, date and hour of the meeting, which notice may be written or oral, and if mailed, shall be deemed to be delivered when deposited in the United States mail addressed to the member of the Executive Committee at his or her business address. Any member of the Executive Committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the Executive Committee need not state the business proposed to be transacted at the meeting.
(d) Quorum. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the Executive Committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.
(e) Informal Action by Executive Committee. Any action required or permitted to be taken by the Executive Committee at a meeting 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 entitled to vote with respect to the subject matter thereof.
(f) Vacancies. Any vacancy in the Executive Committee may be filled by a resolution adopted by a majority of the full Board of Directors.
(g) Resignations and Removal. Any member of the Executive Committee may be removed at any time with or without cause by resolution adopted by a majority of the full Board of Directors. Any member of the Executive Committee may resign from the Executive Committee at any time by giving written notice to the President or Secretary Treasurer of the Corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
(h) Procedure. The Executive Committee shall adopt procedures and rules which shall not be inconsistent with these Bylaws. It shall keep regular minutes of its proceedings and report the same to the Board of Directors for its information at the meeting thereof held next after the proceedings shall have been taken.
Section 12.2 Other Committees of the Board. By resolution adopted by a majority of the Board of Directors, other committees may be established to carry on the business of the Board of Directors. The Board of Directors will designate one or more of its members to direct the business of said committees, any of which shall have such authority in the management of the Corporation as the Board of Directors shall designate and as shall be prescribed by the Colorado Revised Nonprofit Corporation Act.
Section 13.1 Community Council. The Corporation shall have a Community Council consisting of those persons appointed by resolution of the Board of Directors who demonstrate an interest in the purposes, activities and mission of the Nordic Council. Without limitation, Members of the Community Council may include persons who hold a stake in the management promotion of nordic skiing or who possess knowledge or expertise which the Board of Directors determines will be useful in furthering the purposes of the Corporation. Members of the Community Council must be willing to donate their time, advice, skill, energy and support in furtherance of the purposes of the Corporation. Members of the Community Council shall be given notice of all annual, regular and special meetings of the Board of Directors in the same manner as notice is given to the Board of Directors, and shall be entitled to attend and participate in such meetings, provided that members of the Community Council shall not be entitled to vote on any matter. The conflict of interest rule set forth in the Corporation’s Articles of Incorporation shall not be applicable to members of the Community Council.
Section 13.2 Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be appointed in such manner as may be designated by a resolution adopted by the directors.
Section 14.1 Principal Office. The principal office of the Corporation in the State of Colorado shall be located at 1475 Pine Grove Rd, Steamboat Springs, Steamboat Springs, Colorado 80487. The Corporation may have such other offices, either within or outside of the State of Colorado, as the Board of Directors may designate, or as the business of the Corporation may require from time to time.
Section 14.2 Registered Office. The registered office of the Corporation, required by the Colorado Revised Nonprofit Corporation Act to be maintained in the State of Colorado, may be, but need not be, identical with the principal office in the State of Colorado, and the address of the registered office may be changed from time to time by the Board of Directors.
CERTIFICATE
I hereby certify that the foregoing Bylaws, consisting of thirteen (13) pages, including this page, constitute the Bylaws of Steamboat Springs Nordic Council, adopted by the Board of Directors of the Corporation as of June 4th, 2003.
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Secretary Treasurer