Front Range Paddle Association

By Laws of our Organization

Bylaws

Of

Front Range Paddle Association, Inc.

SECTION 1

Name-InCorporation

1.1              The name of the Corporation is FRONT RANGE PADDLE ASSOCIATION (hereinafter the “Corporation”). It is incorporated as a nonprofit corporation under the Colorado Revised Nonprofit Corporation Act.

SECTION 2

Purposes and Goals

2.1              The Corporation has been organized exclusively for charitable purposes as defined under 501(c)(3) of the Internal Revenue Service Code, and specifically to:

Teach and coach youth kayaking through a program that develops youth leadership, exposes youth to new places, cultures and real life situations, and empowers youth to create goals and fulfill dreams.

SECTION 3

Earnings and Activities

• The Corporation may exercise all powers conferred upon corporations formed under the Colorado Revised Nonprofit Corporation Act in order to accomplish the purposes of the Corporation, including, but not limited to, the power to accept grants or donations of money or property from public or private sources, whether real or personal, or any interest therein, wherever situated.

• Notwithstanding the foregoing, the powers and activities of the Corporation are limited to those permitted pursuant to Section 501(c)(3) of the Internal Revenue Code of 1987, as more fully provided in the Articles of Incorporation.

SECTION 4

Board of Directors

4.1              General Powers. The daily operations of the Corporation will be managed by the Director, who is accountable to the Board of Directors. All corporate powers shall be exercised by the Board of Directors, except as otherwise expressly required by the Articles of Incorporation, these Bylaws, and by law.

• Number, Tenure and Qualifications. The initial number of Directors may be increased or decreased from time to time by amendment to these Bylaws, but in no event shall the number of Directors be less than three. The Directors constituting the initial Board of Directors shall be 4 and shall serve as Directors until the expiration of their terms, or unless they resign, die, or are unable to serve for any reason whatsoever, provided, however, that any Director may be removed from office, with or without cause, by the vote of a majority of the Directors then in office.

• Term. The term of each Director shall be for two (2) years.

• Regular Meeting. The Board of Directors shall meet no less than four times each year. Notice of meetings shall be given to each board member thirty (30) days prior to each meeting. Notice shall be sent by mail, fax, email or telecommunication.

•                Special Meeting. Special Meetings of the Board of Directors may be called by, or at the request of, the Chairperson or any two Directors. The person or persons authorized to call Special Meetings of the Board may fix any place for holding any special meeting.

• Notice of Special Meeting. Notice of any Special Meeting of the Board of Directors shall be given at least ten (10) days prior thereto by written notice delivered personally, or sent by mail, to the directors at the addresses as shown in the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid thereon. Any Director may waive notice of such meeting.

• Waiver of Notice. Whenever any notice is required to be given to any Director of any meeting for any purpose, a waiver thereof in writing signed by the person entitled to such notice, whether before or after the time stated for the meeting, shall be equivalent to the given of such notice.

• Action Without a Meeting. Any action which is required to be taken, or which may be taken, at a meeting of the Directors, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the Directors. Such consent shall have the same force and effect as a unanimous vote.

• Quorum. A majority of members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.

• Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, except where otherwise provided by law or these Bylaws.

• Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy resulting from an increase in the number of directors, may be filled by the affirmative vote of a majority of the then Directors, though less than a quorum of the Board of Directors.

• Compensation. Directors as such shall not receive any salaries for their services, provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation thereof.

• Voluntary Resignation and Retirement. Any Director may resign or retire at any given time by notifying the Chairperson or the Secretary in writing. Such resignations or retirements shall take effect at the time herein specified.

• Executive Committees. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint among the Directors an Executive Committee which, to the extent provided in said resolution or in these Bylaws, shall have all the authority of the Board of Directors, except that it shall not have authority in reference to Directors to:

• alter or repealing these Bylaws;
• elect, appoint or remove any member of any such committee or any officer or Director of the Corporation;
• amend the Articles of Incorporation;
• adopt a plan or merger or adopt a plan of consolidation with another Corporation;
• authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation;
• authorize the voluntary dissolution of the Corporation or revoke proceedings therefore;
• adopt a plan for the distribution of the assets of the Corporation; or
• amend, alter or repeal any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such Executive Committee.

The designation and appointment of an Executive Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed upon him by law.

• Committees. Committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designed and appointed by a resolution adopted by a majority of the Directors in office. Any such resolution shall define the responsibilities and authority of such committee(s).

• Advisory Council. The Board of Directors may appoint an advisory council who shall not be deemed to be Directors, officers, or employees of the Corporation and whose functions shall not include participation in the operating management of the Corporation. The advisory council shall consider, advise upon, and make recommendations to the Board of Directors with respect to such matters as policy relating to the conduct of the Corporations’ affairs as may be submitted to it by the Board of Directors.

SECTION 5

Officers

5.1              Officers. The officers of the Corporation shall be: a Chairperson, one or more Vice-Chairpersons, a Secretary, and a Treasurer, and such other officers as may be elected in accordance with the provisions of this section. Officers need not be Directors or members.  The Board may from time to time appoint such additional officers as it deems appropriate, which additional officers need not be Directors or members, and which additional officers shall serve under such terms and conditions as the Board of Directors may determine in its discretion. Two offices may be held by the same person.

5.2              Elections, Vacancies. The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board of Directors. If the election of the officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until a successor shall have been duly elected and shall have qualified.

5.3              Term. Each elected officer shall take office at the Board of Directors meeting following his/her election and shall serve a term of two years.

5.4              Removal. Any officer elected by the Board of Directors may be removed, with or without cause, by the Board of Directors, whenever, in its judgment, the best interest of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any ,of the person so removed.

5.5              Resignations. Any officer may resign at any given time by giving written notice to the Board of Directors or the Chairperson or the Secretary. Any such resignation shall take effect at the date of receipt of such notice or at any later time therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

5.6               Chairperson. The Chairperson shall be the principle executive officer of the Corporation, shall be the “president” of the Corporation within the meaning of the Colorado Nonprofit Corporation Act, and shall in general implement and supervise all the business affairs of the Corporation, subject, however, to the control of the Board of Directors. The Chairperson shall, if present, preside at meetings of the Board of Directors.

5.7              Vice Chairperson. In the Chairperson’s absence or inability to act, the Vice Chairperson shall exercise all duties provided for the Chairperson. The Voce Chairperson shall also perform such other functions as the Board of Directors may, from time to time, provide.

5.8               Treasurer. The Treasurer shall have charge and custody of , and be responsible for, all funds and securities of the Corporation; receive and give receipts for money due and payable to the Corporation from any source whatsoever and deposit all such moneys in the name of the Corporation in such banks, trusts, companies or other depositories as shall be selected in accordance with Section 6 of these Bylaws; and in general perform the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Chairperson or the Board of Directors.

5.9              Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors and of committees having any of the authority of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation; see that the seal is affixed to all documents, the execution of which on behalf of the Corporation is duly authorized in accordance with the provisions of these Bylaws; and in general perform the duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Chairperson or the Board of Directors. In the Secretary’s absence, a temporary Secretary may be appointed and carry out all duties of the Secretary.

SECTION 6

Contracts, Banking, and Gifts

6.1              Contracts and Other Documents. The Board of Directors, except as otherwise required by law, the Articles of Incorporation, or these Bylaws, may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers authorized by these Bylaws, to enter into any contract or execute and deliver any instrument or document in the name of, and on behalf of, the Corporation and such authority may be general or confined to specific instances.

• Checks, Drafts, Loans. All checks, drafts, loans or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officers, employees or agents as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination, such instruments shall be signed by the Treasurer.

• Deposits. All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may from time to time select.

• Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purpose or for any special purpose of the Corporation.

SECTION 7

Books and Records

• Books and Records. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any authority of the Board of Directors, and shall keep at its principal office a record giving the name and addresses of the Board of Directors. All books and records of the Corporation may be inspected by any Director, or such Director’s agent or attorney, for any proper purpose at any reasonable time.

SECTION 8

Fiscal Year

8.1              Fiscal Year. The fiscal year of the Corporation shall begin on the first day of October and shall end on the last day of September in each calendar year.

SECTION 9

Amendments

•          Amendments. The Board of Directors may amend these Bylaws from time to time to add, change, or delete a provision unless a particular provision of these Bylaws expressively prohibits the Board of Directors from doing so.

SECTION 10

Indemnification

• Indemnification of Directors. The Corporation shall indemnify its Director to the fullest extent permitted by Colorado law.

• Indemnification of Officers.  The Corporation shall have the right, but shall not be obligated, to indemnify any officer, employee, fiduciary or agent of the Corporation to the same extent as it provides to its Directors.

• Other Rights and Remedies. The indemnification provided by this Article shall be in addition to any other rights which a party may have or hereinafter acquire under any law, provision of the Articles of Incorporation, any other or future provisions of these Bylaws, vote of the Board of Directors, agreement or otherwise.

The above Bylaws were approved and adopted by the Board of Directors on the 9th Day of  February, 2007

                                                                                             Trudy Turvey

                                                                           Secretary, Front Range Paddle Association