BYLAWS
OF THE
COLORADO
PSYCLONES, INC.
A Colorado Nonprofit Corporation
BYLAWS
OF THE
COLORADO
PSYCLONES, INC.
ARTICLE
I
OFFICES
SECTION
1. PRINCIPAL OFFICE. The principal office of the
Corporation in the State of Colorado shall be located
in the County of Jefferson. The Corporation may have
such other offices, either within or without the State
of Colorado, as the activities of the Corporation may
require from time to time.
SECTION
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, the same as 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.
ARTICLE
II
MEMBERSHIP
The
Corporation shall have no members as permitted by Section
7-126-101 of the Colorado Revised Nonprofit Corporation
Act{Colorado Revised Statutes 1973}.
ARTICLE
III
DIRECTORS
SECTION
1. GENERAL POWERS. The Business and affairs of the
Corporation shall be managed by its Board of Directors.
SECTION
2. PERFORMANCE OF DUTIES. A director of the Corporation
shall perform his duties as a director, including his
duties as a member of any committee of the board on
which he may serve, in good faith in a manner he reasonably
believes to be in the best interests of the Corporation
and with such care as an ordinarily prudent person in
a like position would use under similar circumstances.
In performing his duties a director shall be entitled
to rely on information, opinions, reports, and statements,
including financial statements and other financial date,
prepared or presented by persons or groups listed in
paragraph {a}, {b}, and {c} of this Section 2, but he
shall not be considered to be acting in good faith if
he has actual knowledge concerning the matter in question
that would cause such reliance to be unwarranted. A
person who so performs his duties shall not have any
liability by reason of being or having been a director
of the Corporation, and the Corporation shall indemnify
each director who shall or may incur an personal liability
by reason of his actions as a director of the Corporation
as set forth in Article XIII hereof.
Those
persons and groups on whose information, opinions, reports,
and statements a director is entitled to rely on are
as follows:
One or more officers of the Corporation whom the director
reasonably believes to be reliable and competent in
the matters presented;
Attorneys, public accountants, engineers, and other
professionals as to matters which the director reasonably
believes to be within such person’s professional
or expert competence; and
A committee of the board on which he does not serve,
duly designated in accordance with the provisions of
the Articles of Incorporation or these Bylaws, as to
matters within its designated authority, which committee
the director reasonably believes to merit confidence.
SECTION 3. NUMBER, TENURE, AND QUALIFICATIONS. The
number of directors of the Corporation shall be not
fewer than one {1} nor more than fifteen {15}. The number
of directors of the Corporation within such limits shall
be fixed from time to time by appropriate resolution
of the Board of Directors, but in no instance shall
there be fewer than one director or that number otherwise
required by law. The terms of office of directors shall
be established by appropriate resolution of the Board
Directors but in no event shall any director be elected
for a term exceeding three years. In the event multi-year
terms shall be established for directors, elections
shall be staggered so as to elect to directorships in
any given year that number of directors equal to {as
near as possible} either one-half or one-third {as appropriate}
of the total number of directorships then established.
Because the Corporation has no members, the directors
shall be elected by the Board of Directors in accordance
with the procedures set forth by resolution duly adopted
by the Board of Directors at its organizational meeting,
which resolution may be modified, changed, or amended
from time to time by the Board of Directors by appropriate
resolution, provided that no such resolution shall have
the effect of terminating or otherwise shortening any
director’s term of office. Each director shall
hold office for the term of which he is elected and
qualified. Nothing herein shall prohibit directors from
being re-elected to directorships. Directors need not
be residents of Colorado.
SECTION
4. ANNUAL AND REGULAR MEETINGS. The annual meeting
of the Board of Directors shall be held without other
notice than this Section 4 on the second Tuesday of
January beginning in the year 2005, at 10:00 a.m., or
such other date and times as the Board of Directors
may determine. The Board of Directors may provide by
resolution the time and place, either within or without
the State of Colorado, for the holding of additional
regular meetings without other notice than such resolution.
SECTION
5. SPECIAL MEETINGS. Special meetings of the board
of directors may be called by or at the request of the
President or any two or more directors. The person or
persons authorized to call special meetings of the Board
of Directors may fix any place, either within or without
the State of Colorado, as the place for holding any
special meeting of the Board of Directors called by
them.
SECTION
6. NOTICE. Written notice of any special meeting
shall be given at least three days previous thereto
to each director at his business address by mail, internet
e-mail, or personal delivery. If notice is given by
mail, such notice shall be deemed to be delivered when
deposited in the United States mail in a sealed envelope
so addressed with postage thereon prepaid. If notice
is given by internet e-mail, such notice shall be deemed
to be delivered when the e-mail is delivered to the
recipient’s e-mail box. Any director may waive
notice of any meeting. The attendance of a director
at any meeting shall constitute a waiver of notice of
such meeting except where a director attends a meeting
for the express purpose of objection to the transaction
of any business because the meeting was not lawfully
called or convened. Neither the Business to be transacted
at not the purpose of any regular or special meeting
of the Board of Directors need by specified in the notice
or waiver of notice of such meeting.
SECTION
7. QUORUM. A majority of the number of directors
authorized by resolution in accordance with Section
3 of this Article at the time any business is transacted
shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors, provided that
if the number of Directors present be fewer than that
number required for a quorum, then, in such event, a
majority of the Directors present may convene the meeting
for the sole purpose of adjourning the meeting to a
future date and time, which adjournment may be with
our without further notice.
SECTION
8. MANNER OF ACTING. Except as otherwise required
by law of the Articles of Incorporation or these Bylaws,
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 of Directors.
SECTION
9. INFORMAL ACTION BY DIRECTORS. Any action required
or permitted to be taken at a meeting of directors or
by a committee thereof at a meeting may be taken without
a meeting if 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.
SECTION
10. PARTICIPATION BY ELECTRONIC MEANS. Any member
of the Board of Directors or any committee designated
by the Board of Directors may participate in a meeting
of the Board of Directors or such committee by means
of telephone conference or similar communications equipment
by which all persons participating in the meeting can
all hear and speak to each other at the same time. Such
participation shall constitute presence in person at
the meeting.
SECTION
11. VACANCIES. Any vacancy occurring in the Board
of Directors because of death, resignation, or other
cause shall be filled for the remaining term of the
vacancy by a majority vote of the remaining directors.
Any directorship to be filled because of an increase
in the number of directors shall be filled by appropriate
resolution of the Board of Directors for a term of office
established in such resolution.
SECTION
12. RESIGNATION. Any director may resign at any
time by giving written notice of resignation to the
President or the Secretary of the Corporation or to
the Board of Directors. The resignation of any Director
shall take effect on receipt thereof or at such later
date and time as shall be specified in such resignation.
Unless otherwise specified therein, the acceptance,
of such resignation by the Board of Directors shall
not be necessary to make it effective. If one or more
Directors shall resign from the board, effective at
a future date, a majority of the Directors then in office,
including those who have resigned, shall have the power
to fill such vacancy or vacancies, the vote thereon
to take effect when such resignation or resignations
shall become effective.
SECTION
13. REMOVAL. Any Director or Directors may be removed
at any time, with or without cause, in the manner provided
in the Colorado Revised Nonprofit Corporation Act.
SECTION
14. COMMITTEES. By resolution adopted by a majority
of the Board of Directors, the Directors may designate
one or more Directors to constitute a committee which
shall have such authority in the management of the Corporation’s
affairs as the Board of Directors shall designate in
such resolution and as shall not be proscribed by the
Colorado Revised Nonprofit Corporation Act.
SECTION
15. PRESUMPTION TO ASSENT. A Director 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 his dissent
shall be entered in the minutes of the meeting or unless
he shall file his written dissent to such action with
the person acting as the Secretary of the meeting before
the adjournment thereof or shall deliver such dissent
by registered or certified mail or personal delivery
to the Secretary of the Corporation with all due dispatch
after the adjournment of the meeting. Such right to
dissent shall not be available to a Director who voted
in favor of such action.
ARTICLE
IV
OFFICERS
SECTION
1. OFFICERS.
The officers of the Corporation shall be a President,
one or more Vice Presidents {the number thereof to be
determined by the Board of Directors} if the Board of
Directors determines to require a Vice Presidency, a
Treasurer, a Secretary, and such assistant and other
officers as the directors in their discretion may elect
in accordance with the provisions of this Article. Any
two or more offices may be held by the same person.
SECTION
2. ELECTION AND TERM OF OFFICE. The officers of
the Corporation shall be elected annually by the Board
of Directors at the regular meeting. If the election
of officers shall not be held at such meeting, such
election shall be held as soon thereafter as may be
convenient. Vacancies may be filled and new offices
created and filled at any meeting of the Board of Directors
by appropriate resolution. Each officer shall hold office
until his successor shall have been duly elected and
shall have qualified or until his death or until he
shall resign or shall have been removed in the manner
hereinafter provided.
SECTION
3. REMOVAL. Any officer or agent elected or appointed
by the Board of Directors may be removed 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. Election or appointment
of an officer or agent shall not, in and of itself,
create any contract rights.
SECTION
4. VACANCIES. A vacancy in any office because of
death, resignation, removal, disqualification, or otherwise
shall be filled for the unexpired term of the vacancy
or fu such shorter tem as the Board of Directors may
determine.
SECTION
5. PRESIDENT. The President shall be the principal
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. He shall, when present, preside
at all meetings of the Board of Directors. He may sign,
with the Secretary or any other proper officer of the
Corporation authorized by the Board of Directors, any
Contracts, or other instruments which the Board of Directors
have 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 the duties incident
to the office of President and such other duties as
may be prescribed by the Board of Directors from time
to time.
SECTION
6. THE VICE PRESIDENTS. In the absence of the President
or in the event of his death or inability or refusal
to act, the Vice President {or in the event there shall
be more than one Vice President, the Vice Presidents
in the order of their seniority} shall perform all the
duties of the President and when so acting shall have
all the powers of and be subject to all the restrictions
on the President, and shall perform such other duties
as from time to time may be assigned to him by the President
or by the Board of Directors.
SECTION
7. THE TREASURER. If required by the Board of Directors,
the Treasurer shall give a bond for the faithful discharge
of his duties in such amount and with such surety or
sureties as the Board of Directors shall determine.
He shall {i} have charge and custody of and be responsible
for all funds and securities of the Corporations; {ii}
receive and give receipts for moneys due and payable
to the Corporation from any sources whatsoever and deposit
all such moneys in the name of the Corporation in Banks,
trust companies, or other depositories as shall be selected
in accordance with the provisions of Article V of the
By laws; and {iii} in general perform all the duties
incident to the office of Treasurer and such other duties
as from time to time may be assigned to him by the President
or by the Board of Directors.
SECTION
8. THE SECRETARY. The Secretary shall {i} keep the
minutes of the proceedings of the Board of Directors
in one or more books provided for such purposes; {ii}
cause to be given all notices in accordance with the
provisions of the Bylaws or as required by law; {iii}
be custodian of the corporate records and of the seal
of the Corporation and affix the seal to all documents
the execution of which on behalf of the Corporation
under its seal is duly authorized in accordance with
the provisions of the Bylaws or otherwise required by
law; and {iv} in general perform all the duties incident
to the office of Secretary and such other duties as
from time to time may be assigned to him by the President
or by the Board of Directors.
SECTION
9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.
The Assistant Treasures shall, respectively, if required
by the Board of Directors, give bonds for the Faithful
discharge of their duties in such amounts and with such
sureties as the Board of Directors shall determine.
The rAssistant Treasurers and Assistant Secretaries,
in general shall perform such duties as shall be assigned
to them by the Treasurer or the Secretary, respectively,
or by the President or the Board of Directors.
SECTION 10. OTHER OFFICES. The Board of Directors,
in its discretion, may establish such other offices
as it may deem appropriate from time to time, including
but not limited to the office(s) of General Manager
and Executive Director, and may prescribe such duties
for such offices as it may deem appropriate in its judgment.
SECTION
11. 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 amounts and
with such surety or sureties as the Board of Directors
may determine for the faithful discharge of their respective
duties and offices.
ARTICLE
V
COMPENSATION
OF DIRECTORS AND OFFICERS
No
individual Directors or Officers of the Corporation
shall receive any remuneration for any act or services
done as a director, officer, or otherwise for or on
behalf of the Corporation, but this provision shall
not exclude the reimbursement of individual directors
or officers for reasonable expenses incurred in or performing
the business and affairs of the Corporation and approved
by the Board of Directors.
ARTICLE
VI
CONTRACTS,
LOANS, CHECKS AND DEPOSITS
SECTION
1. CONTRACTS. The Board of Directors may authorize
any one or more officers or agents 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.
SECTION
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
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 officers 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
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 or securities as the Board of
Directors may select.
ARTICLE
VII
FISCAL
YEAR
The fiscal year of the Corporation shall begin on the
1st day of January in each year and end on the 31st
day of December in each year.
ARTICLE
VIII
CORPORATE
SEAL
The Corporation may, but need not, adopt a corporate
seal which shall be in the form of a circle and shall
have inscribed thereon the name of the Corporation,
the state of incorporation, and the words, "Corporate
Seal." Facsimile seals shall be permitted.
ARTICLE
IX
WAIVER
OF NOTICE
Whenever any notice whatsoever is required to be given
under the provisions of these Bylaws, the Articles of
Incorporation, the Colorado Revised Nonprofit Corporation
Code, or otherwise, a waiver thereof in writing, signed
by the person or persons entitled to such notice, whether
before, at, or after the time stated therein, shall
be deemed equivalent to the given of such notice.
ARTICLE
X
LOANS
No
Loans shall be made by the Corporation to its directors
or officers.
ARTICLE
XI
AMENDMENTS
These Bylaws may be altered, amended, or repealed and
new Bylaws may be adopted at any meeting of the Board
of Directors of the Corporation at which a quorum is
present by a majority vote of the directors present
at the meeting.
ARTICLE
XII
CONFLICT
OF INTEREST POLICY
SECTION 1. PURPOSE. The purpose of the conflict
of interest policy is to protect this tax-exempt Corporation’s
interest when it is contemplating entering into a transaction
or arrangement that might benefit the private interest
of an Officer or Director of the Corporation or might
result in a possible excess benefit transaction. This
policy is intended to supplement but not replace any
applicable state and federal laws governing conflict
of interest applicable to nonprofit and charitable organizations.
SECTION
2. DEFINITIONS. Interested Person: Any Director,
Officer or member of a committee with powers delegated
by the Board of Directors, who has a direct or indirect
financial interest, as defined hereafter, is an interested
person. Financial Interest: A person has a financial
interest if the person has, directly or indirectly,
through business, investment or family {i} an ownership
or investment interest in any entity with which the
Corporation has a transaction or arrangement, or; {ii}
a compensation arrangement with the Corporation or with
any entity or individual with which the Corporation
has a transaction or arrangement, or; {iii} a potential
ownership or investment interest in, or compensation
arrangement with, any entity or individual with which
the Corporation is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration
as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of
interest. Under Article XI, Section 3, {ii}, a person
who has a financial interest may have a conflict of
interest only if the Board of Directors or committee
decides that a conflict of interest exists.
SECTION
3. PROCEDURES. Duty to Disclose: In connection with
any actual or possible conflict of interest, an interested
person must disclose the existence of the financial
interest and be given the opportunity to disclose all
material facts to the Board of Directors and/or committees
considering the proposed transaction or arrangement.
Determining Whether a Conflict of Interest Exists: After
disclosure of the financial interest and all material
facts, and after any discussion with the interested
person, he shall leave the Board of Directors or committee
meeting while the determination of a conflict of interest
is discussed and voted upon. The remaining members of
the Board of Directors or committee shall decide if
a conflict of interest exists. Procedures for Addressing
the Conflict of Interest: 1. An interested person may
make a presentation to Board of Directors or committee
meeting, but after said presentation, he shall leave
the meeting during the discussion of, and the vote on,
the transaction or arrangement involving the possible
conflict of interest. 2. The Board of Directors or committee
shall, if appropriate, appoint a disinterested person
or committee to investigate alternatives to the proposed
transaction or arrangement. 3. After exercising due
diligence, the Board of Directors or committee shall
determine whether the Corporation can obtain with reasonable
efforts a more advantageous transaction or arrangement
from a person or entity that would not give rise to
a conflict of interest. 4. If a more advantageous transaction
or arrangement is not reasonably possible under circumstances
not producing a conflict of interest, the Board of Directors
or committee shall determine by a majority vote of the
disinterested directors whether the transaction or arrangement
is in the Corporation’s best interest, for its
own benefit, and whether it is fair and reasonable.
In conformity with this determination the Board of Directors
or committee shall make its decision as to whether to
enter into the transaction or arrangement. Violations
of the Conflicts of Interest Policy: 1. If the Board
of Directors or committee has reasonable cause to believe
a person has failed to disclose actual or possible conflicts
of interest, it shall inform the person of the basis
for such belief and afford the person an opportunity
to explain the alleged failure to disclose. 2. If, after
hearing the person’s response and after making
further investigation as warranted by the circumstances,
the Board of Directors or committee determines that
person has failed to disclose an actual or possible
conflict of interest, it shall take appropriate disciplinary
and corrective action.
SECTION
4. RECORDS OF PROCEEDINGS. The minutes of the Board
of Directors and all committee meetings shall contain
{i} the names of the persons who disclosed or otherwise
were found to have a financial interest in connection
with an actual or possible conflict of interest, the
nature of the financial interest, and action taken to
determine whether a conflict of interest was present,
and the Board of Director’s or committee’s
decision as to whether a conflict of interest in fact
existed, and; {iii}the names of persons who were present
for discussions and votes relating to the transaction
or arrangement, the context of the discussion, including
any alternative to the proposed transaction or arrangement,
and a record of any votes taken in connection with the
proceedings.
SECTION
5. ANNUAL STATEMENTS. Each Director, Officer, and
member of a committee shall annually sign a statement
which affirms such person {i} has receive a copy or
the conflicts of interest policy, and; {ii} has read
and understands the policy, and; {iii} has agreed to
comply with the policy, and; {iv} understands the Corporation
is charitable and in order to maintain its federal tax
exemption it must engage primarily in activities which
accomplish one or more of its tax-exempt purposes.
SECTION
6. PERIODIC REVIEWS. To ensure the Corporation operates
in a manner consistent with charitable purposes and
does not engage in activities that could jeopardize
its tax-exempt status, periodic reviews shall be conducted.
The periodic reviews shall, at a minimum, verify that
all procedures of the conflict of interest policy stated
in Article XII of theses Bylaws have been followed,
and no violations thereof have occurred. Furthermore,
in the event that a violation of procedures is determined
to have occurred, corrective measures shall be taken
to remedy the violation, and preventative measures taken
to avoid future violations.
SECTION
7. USE OF OUTSIDE EXPERTS. When conducting the periodic
reviews as provided for in Article XII, Section 6 of
these Bylaws, the Corporation my, but need not, use
outside advisors. If outside experts are used, their
use shall not relieve the Board of Directors of its
responsibility for ensuring periodic reviews are conducted.
ARTICLE
XIII
INDEMNIFICATION
Except
as may be otherwise provided by statute, any person
made a party to or involved in any civil, criminal,
or administrative action, suit, or proceeding because
he, his testator, or intestate is or was a director
or officer of the Corporation or of any corporation
which he, his testator, or intestate served as such
at the request of the Corporation shall be indemnified
by the Corporation against all expenses reasonably incurred
by him or imposed on him in connection with, or resulting
from, the defense of such action, suit, or proceeding,
or in connection with, or resulting from, any appeal
therein, except with respect to matters as to which
it is adjudged in such action, suit, or proceeding that
such officer, director, or employee is liable to the
Corporation or to such other corporation for negligence
or misconduct in the performance of his duties. As used
herein the term "expenses shall include all obligation
incurred by such person for the payment of money, including
but not limited to attorneys’ fees, judgments,
awards, fines, penalties, and amounts paid in satisfaction
of judgment or in settlement of any such action, suit,
or proceeding, except amount paid to the Corporation
or such other corporation by him. A judgment or conviction
shall not, in and of itself, be deemed an adjudication
that such director or officer is liable to the Corporation
or such other corporation for negligence or misconduct
in the performance of his duties. Determination of the
right to such indemnification and the amount thereof
may be made, at the option of the person to be indemnified,
by any of the following procedures: {i} order of the
court or administrative body having jurisdiction of
the action, suit, or proceeding; {ii} resolution adopted
by a majority of the quorum of the Board of Directors
without counting in such majority any directors who
have incurred expenses in connection with such action,
suit, or proceeding; {iii} if there is no quorum of
directors who have not incurred expenses in connection
with such action, suit, or proceeding, then by resolution
adopted by a majority of the directors who have not
incurred such expenses; or {iv} order of any court having
jurisdiction over the Corporation. Any such determination
that a payment by way of indemnity should be made shall
be binding on the Corporation. Such right of indemnification
shall not be exclusive of any other right of indemnification
which such directors or officers of the Corporation
may have or hereafter acquire, by statue or otherwise,
including but not limited to the provisions of Section
7-129-107 of the Colorado Revised Nonprofit Corporation
Act.
IN
WITNESS WHEREOF, by their signatures below, being all
of the directors of the Corporation do hereby adopt
the foregoing Bylaws as the initial Bylaws of the Corporation
as of the 11th day of January, 2005.
X______________________________________
Robert
Joseph Snodgress
X______________________________________
Charles
Kevin Willson
X______________________________________
Dana
Leroy Morrison
