FRASER VALLEY ARTS
Article 1) – The Corporation
- a) Name. The name of the Corporation shall be the “Fraser Valley Arts” (the “Corporation”).
- b) Purpose. The purposes for which the Corporation has been organized are set forth in the Articles of Incorporation of the Corporation (the “Articles of Incorporation”). As more fully set forth therein, the Corporation has been created as exempt organization under section 501(c)(3) of the Internal Revenue Code. The Corporation, its board of directors (the “Board of Directors”), officers, and agents shall conduct the business and affairs of the Corporation in strict conformity with the purposes for which the Corporation has been created and otherwise in accordance with the terms and provisions of the Articles of Incorporation and these Bylaws.
- c) Seal. The seal of the Corporation shall be circular in form and shall bear the name of the Corporation and the words “SEAL” and “COLORADO.” The seal may be used by causing it or a facsimile thereof to be impressed, affixed, manually reproduced or rubber stamped with indelible ink.
- d) Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January in each year and end on the last day of December of such year.
- e) Principal Office. The principal office of the Corporation shall initially be at 153 Fraser Avenue, P.O. Box 120, Fraser, Colorado 80442, but may be changed hereafter to such address as the Board of Directors may from time to time designate by resolution. The Corporation may, in the discretion of the Board of Directors, keep and maintain offices wherever the business of the Corporation may require.
- f) Registered Office and Registered Agent. The Corporation shall have and continuously maintain in the State of Colorado a registered office and a registered agent whose business office is identical with such registered office. The initial registered office and the initial registered agent are specified in the Articles of Incorporation. The Corporation may change its registered office or change its registered agent, or both, upon filing a statement as specified by the Colorado Nonprofit Corporation Act in the office of the Secretary of State of Colorado, or by otherwise complying with Colorado law as it may apply from time to time.
Article 2) – Board of Directors
- a) General Powers and Duties. The property, affairs and business of the Corporation shall be managed under the direction and supervision of the Board of Directors, which shall have and exercise, on behalf of the Corporation, all the rights, powers and privileges granted to the Corporation as a nonprofit corporation organized under the laws of Colorado in the carrying out of the purposes set forth in the Articles of Incorporation.
- b) Number, Term of Office and Vacancies. As provided in the Articles of Incorporation, the Board of Directors shall initially consist of three (3) members. The number of Directors may be increased by action of the Board, but shall not to exceed five (5) members. The terms of office of the initial Directors named in the Articles of Incorporation shall be as follows:
- Director ___Steve Fitzgerald_____ shall serve until the fourth annual meeting following organization of the Corporation.
- Director ___Lisa Baird_________ shall serve until the fourth annual meeting following organization of the Corporation.
- Director ____Callie McDermott______ shall serve until the third annual meeting following organization of the Corporation.
- Director ____DiAnn Butler______ shall serve until the second annual meeting following organization of the Corporation.
- Director ____Echo Zoyiopoulos______ shall serve until the second annual meeting following organization of the Corporation.
If the number of Directors is increased, the Board shall appoint a person to each new office and shall designate the initial term for such office. At each annual meeting after organization, the office of any Director(s) whose term has expired shall be subject to election by majority vote of the Board, including the Director whose term is expiring, for a four (4) year term. Except as otherwise provided in Section 2.3, any vacancy on the Board shall be filled by the majority vote of the remaining Director or Directors, even though they may constitute less than a quorum of the Board. A Director appointed to fill a vacancy shall be appointed for the unexpired term of his predecessor in office and shall hold such office until his successor is duly elected and assumes office.
2.3 Removal. Notwithstanding any provision of the Articles of Incorporation or Bylaws to the contrary, the Board, by a majority vote of all Directors then in office, may remove any member of the Board with or without cause; and a successor may then and there be appointed to fill the vacancy thus created.
2.4 Nonliability for Debts. The private property of the Directors shall be exempt from execution or other liability for any debts of the Corporation, and no Director shall be liable or responsible for the debts or liabilities of the Corporation.
Article 3) – Meetings of the Board of Directors
- a) Annual Meeting. The annual meeting of the Board of Directors shall be held during the month of ___October____ each year, beginning in 2021, at a date and time to be fixed by the Board of Directors.
- b) Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such times and places as may from time to time be determined by resolution of the Board of Directors.
- c) Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or by the Directors.
- d) Place of Meetings. The Board of Directors may hold its meetings, either annual, regular or special, at such place or places within or outside the State of Colorado as the Board of Directors may from time to time determine.
- e) Notices. Notice of an annual or special meeting stating the date, hour and place of such meeting shall be given to each member of the Board of Directors by the President, the
Secretary or the Directors calling the meeting. A notice of a meeting may be given by depositing it in the United States mail postage prepaid at least seven days before the meeting addressed to each Director at the last address he or she has furnished to the Corporation for this purpose, and any notice so mailed shall be deemed to have been given at the time it is mailed. Notice may also be given at least 24 hours before the meeting in person, or by telephone, e-mail or similar method. Any such notice shall be deemed to have been given at the time when the personal or telephone conversation occurs, or other form of notice is either personally delivered to a Director or delivered to the last address of a Director furnished to the Corporation by the Director for this purpose. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting unless otherwise required by law or these Bylaws.
- f) Waiver. A written waiver of notice of a meeting signed by a Director, whether before, at or after the time stated therein, shall be equivalent to the giving of notice. Attendance of a Director at a meeting constitutes a waiver of notice of such meeting, except where a Director attends a meeting for the sole purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, and does not otherwise participate in the meeting.
- g) Quorum. At all meetings of the Board of Directors a majority of the entire Board shall constitute a quorum for the transaction of business, and, in the absence of a quorum, a majority of the Directors present may, without notice other than announcement at the meeting, adjourn the meeting from time to time until a quorum is present. The act of the majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by law, the Articles of Incorporation or these Bylaws.
- h) Voting. The voting on all matters coming before the Board of Directors shall be by roll call, and the ayes, nays and abstentions shall be entered upon the minutes of each meeting, except on the election of officers which may be by ballot. Every member of the Board of Directors present at a meeting of the Board of Directors shall be required to vote on all matters coming before the Board unless excused from voting on matters involving the consideration of such Director’s own official conduct or when such Director’s personal or financial interest is involved. Any member of the Board of Directors shall be required to state at the time of abstention the reason for abstention.
- i) Attendance by Telephone. Members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute attendance in person at the meeting.
- j) Action by Directors Without a Meeting. Any action required or which may be taken at a meeting of the Directors may be taken without a meeting in accordance with the procedures provided in the Section 7-128-202, Colorado Revised Statutes.
Article 4) – Officers
- a) Number, Election and Term. The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors from among its membership at the annual meeting of the Corporation. Officers shall hold office for one year or until their successors are elected and qualified. Any two or more offices may be held by the same person, except the offices of President and Secretary.
- b) President. The President shall serve as the chairman of the Board of Directors and as the chief executive officer of the Corporation. The President shall have the power to call meetings of the Board of Directors and shall preside at all meetings of the Corporation. The President shall also have the power to execute, deliver, acknowledge, file and record on behalf of the Corporation such documents as may be required by the Colorado Nonprofit Corporation Act or other applicable law, and shall have such other duties and powers as may be prescribed from time to time by resolution of the Board of Directors. The President shall supervise the activities of the Corporation and shall see that all policies and instructions of the Board of Directors are carried into effect. The President may negotiate for, execute and deliver (or cause to be negotiated, executed or delivered) contracts, deeds and other instruments and agreements on behalf of the Corporation as are necessary or appropriate in the ordinary course of its business or as are duly authorized or approved by the Board of Directors or committees designated by the Board of Directors. The President shall have such additional authority, powers and duties as are appropriate and customary for the office of chief executive officer, and as the Board of Directors may prescribe from time to time.
- c) Vice President. The Vice President shall perform the duties of the President in the absence or incapacity of the President; and in the case of removal, resignation or death of the President, the Vice President shall perform such duties as are imposed on the President until such time as the Corporation shall select a new President. The Vice President shall have such additional authority, powers and duties as the Board of Directors may prescribe from time to time.
- d) Secretary. The Secretary shall give, or cause to be given, notice of all meetings and special meetings of the Board of Directors, keep the minutes of such meetings, have charge of the corporate seal and stock records, be responsible for the maintenance of all corporate records and files and the preparation and filing of reports to governmental agencies (other than tax returns), have authority to impress or affix the corporate seal to any instrument requiring it (and, when so impressed or affixed, such instrument may be attested by his or her signature), and have such other authority, powers and duties as are appropriate and customary for the office of secretary or as the Board of Directors may prescribe from time to time.
- e) Treasurer. The Treasurer shall have control of the funds and the care and custody of all stocks, bonds and other securities owned by the Corporation and shall be responsible for the preparation and filing of tax returns. The Treasurer shall receive all moneys paid to the Corporation and, subject to any limits imposed by the Board of Directors or the President, shall have authority to give receipts and vouchers, to sign and endorse checks and warrants in the Corporation’s name and on the Corporation’s behalf, and give full discharge for the same. The Treasurer shall also have charge of disbursement of the funds of the Corporation, shall keep full and accurate records of the receipts and disbursements and shall deposit all moneys and other valuable effects in the name of and to the credit of the Corporation in such depositories as shall be designated by the Board of Directors. The Treasurer shall have such additional authority, powers and duties as are appropriate and customary for the office of Treasurer and as the Board of Directors may prescribe from time to time.
- f) Resignation, Removal and Vacancies. Any officer may resign at any time by giving written notice to the President or to the Secretary. Such resignation shall take effect at the date of receipt of such notice or at any later date specified in the notice. The acceptance of such resignation shall not be necessary to make it effective unless the notice so provides. Any officer may be removed, with or without cause, by action of the Board of Directors. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed. A vacancy occurring in any office shall be filled by the Board of Directors from among its membership for the unexpired portion of that officer’s term.
- g) Compensation. The officers of the Corporation shall serve as such without compensation; provided, however, that the Board of Directors may allow reimbursement for reasonable expenses incurred by an officer in the performance of his or her duties as an officer.
- h) Agents and Employees. The Board of Directors may appoint or employ such agents or other employees as it may deem advisable from time to time, and may delegate to any officer of the Corporation the power to appoint and prescribe the authority and duties of any such agents or employees. Appointment or employment of an agent or employee shall not of itself create a contract or other right to compensation for services performed as such agent or employee.
Article 5) – Indemnification of Directors and Officers
- a) To the fullest extent permitted or provided by the Colorado Nonprofit Corporation Act, as amended from time to time, the Corporation shall indemnify any person against all liability and expense incurred by reason of the fact that he or she is or was a Director or officer of the Corporation, or while serving as a Director or officer of the Corporation, he or she is or was serving at the request of the Corporation as a director, officer, partner or trustee of, or in any similar managerial, advisory or fiduciary position of, or as an employee or agent of, another corporation, partnership, joint venture, trust or other entity.
- b) The indemnification provided by this Article V shall not be deemed exclusive of any other rights to which those indemnified may be entitled under the Articles of Incorporation, any Bylaw, agreement, vote of disinterested Directors or otherwise, and any procedure provided for by any of the foregoing, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be in the position which entitled him or her to such indemnification and shall inure to the benefit of the heirs, executors and administrators of such a person. The provisions in this Article V shall not be deemed to preclude the Corporation from indemnifying other persons from similar or other expenses and liabilities as the Board of Directors may determine in a specific instance or by resolution of general application.
- c) The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee, fiduciary or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, partner, or trustee or any similar managerial, advisory or fiduciary position, or as an employee, or agent of another corporation, partnership, joint venture, trust or other entity or any other person against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article V.
Article 6) – Conflicts of Interest
No contract or transaction entered into by the Corporation shall be rendered invalid by the fact that a Director or officer of the Corporation is personally interested in it or may have interests which are or might be adverse to the interests of the Corporation if:
(a) at the meeting of the Board of Directors making, authorizing or confirming such contract or transaction the interested Director or officer discloses (or causes to be disclosed) his or her interest in such contract or transaction, refrains from affirmatively asserting his or her influence in speaking or voting for the adoption of such contract or transaction, and such contract or transaction is adopted or ratified by a majority of all of the Directors who are not so interested after first determining in good faith that: (i) such contract or transaction is in the best interests of the Corporation notwithstanding the adverse or potentially adverse interests of the interested Director or officer, and (ii) that such contract or transaction was not entered into solely because of the position of such interested Director or officer with the Corporation. In making such determination, the Directors may rely to the extent they deem appropriate upon the advice of legal counsel; or
(b) such contract is fair and reasonable to, and in the best interests of, the Corporation.
Article 7) – Contracts and Checks
- a) Contracts. The Board of Directors may authorize any officer or agent of the Corporation to enter into any particular contract or execute and deliver any particular instrument in the name of the Corporation if no such authority is provided for the officer or agent elsewhere in these Bylaws. Without such authorization, no such officer or agent shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any amount.
- b) Funds. All funds of the Corporation shall be deposited to the credit of the Corporation under such conditions and in such depositories as the Board of Directors may designate, and for the purpose of such deposit any person or persons to whom such power is delegated may endorse, assign and deposit checks, drafts and other orders for the payment of funds payable to the order of the Corporation. All checks, drafts or other orders for the payment of money issued by the Corporation shall be signed by such person or person as may, from time to time, be designated by the Board of Directors or these Bylaws.
Article 8) – Amendments to the Bylaws
- a) These Bylaws may be amended only as provided in Article XI of the Articles of Incorporation.
APPROVED AND ADOPTED by the Board of Directors on _______January 27,__, 2021.