IABA By-Laws
ARTICLE I
PURPOSE
Section 1.1 PURPOSE. The purpose of the Italian American Business Association is to unite, serve and support members of the Italian American business community in the Greater Denver metropolitan area.
Section 1.2 BUSINESS LEAGUE. The corporation is organized and shall be operated exclusively as a business league under Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
ARTICLE
II
OFFICES
Section 2.1 PRINCIPAL OFFICE. The principal office of the corporation in the State of Colorado shall be located at 191 University Boulevard, Suite 730, Denver, Colorado 80206 or such other place, either within or outside of the State of Colorado, as the Board of Directors may designate.
Section 2.2 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.
ARTICLE
III
MEMBERS
Section 3.1 MEMBERS. Membership in the corporation shall consist of one class and shall be open to any individual twenty-one years of age or older who has interests consistent with the purposes of the corporation. Members shall be admitted to membership in the corporation at such time as an application for membership is accepted by the Board of Directors and the annual membership fee, as established by the Board of Directors, is paid. Section
3.2 ANNUAL MEETING. The annual meeting of the members shall be held, unless otherwise determined by the Board of Directors, on the third Wednesday in January at such time and place as shall be established by the Board of Directors, commencing with the year 2007, for the purpose of transacting such business as may come before the meeting.
Section 3.3 MONTHLY MEETINGS. Monthly meetings of the members shall be held on the third Wednesday of every month, or as otherwise determined by the Board of Directors. Each member shall have the right to require an item to be placed on the agenda for the monthly meeting of the members, provided that such member gives written notice of such item to the Secretary of the corporation no less than fourteen (14) days prior to the date of the monthly meeting. Section
3.4 SPECIAL MEETINGS. Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of one-tenth of the members entitled to vote on any issue at the meeting. Section
3.5 MEETING OF ALL MEMBERS. If all of the members who are entitled to vote shall meet at any time and place, either within or outside the State of Colorado, and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
Section 3.6 QUORUM. Twenty-five percent (25%) of the members entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of members, except as otherwise provided by the Colorado Revised Nonprofit Corporation Code or the Articles of Incorporation. In the absence of a quorum at any such meeting, a majority of the members present may adjourn the meeting from time to time for a period not to exceed seventy days without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. Once a member is represented for any purpose at a meeting, including the purpose of determining that a quorum exists, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is set for that adjourned meeting.
Section 3.7 MANNER OF ACTING. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting and entitled to vote on the subject matter shall be the act of the members, unless the vote of a greater proportion or number or voting by classes is otherwise required by statute or by the Articles of Incorporation or these Bylaws.
Section 3.8 VOTING. Unless otherwise provided by these Bylaws or the Articles of Incorporation, each member entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of members.
Section 3.9 INFORMAL ACTION BY MEMBERS. Any action required or permitted to be taken at a meeting of the members may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
Section 3.10 DIRECTORS ELECTED BY WRITTEN BALLOT. The annual election of the Board of Directors shall be conducted by means of a written ballot sent to each voting member, which ballot and any accompanying solicitation for votes by written ballot shall comply with the applicable provisions of the Colorado Revised Nonprofit Corporation Act or its successor. At least twenty-five (25) percent of all voting members must submit written ballots in order to constitute a quorum for the election of directors. No vote shall be counted unless postmarked by a date set by the Board of Directors, which date shall be indicated on the ballot. The election of the Board of Directors shall be conducted prior to the end of each calendar year for directors who shall serve during the upcoming calendar year.
Section 3.11 VOTING BY PROXY. A member entitled to vote may vote or otherwise act in person or by proxy. The proxy may be in any form authorized by the corporation or by the Colorado Revised Nonprofit Corporation Act.
ARTICLE
IV
BOARD OF DIRECTORS
Section 4.1 GENERAL POWERS. The business and affairs of the corporation shall be managed by its Board of Directors.
Section 4.2 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 4.2; 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 upon which he or she does not serve, 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 4.3 NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the corporation shall be seven (7) and shall thereafter be as determined by the Board of Directors. Each director shall hold office for a period of two years or until his or her successor shall have been appointed and qualified. Directors must be natural persons twenty-one years of age or older who are members of the corporation.
Section 4.4 REGULAR MEETINGS. The Board of Directors shall provide, by resolution, the time and place for the holding of regular meetings of the Board of Directors without other notice than such resolution.
Section 4.5 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 the State of Colorado, as the place for holding any special meeting of the Board of Directors called by them.
Section 4.6 NOTICE. Written notice of any special meeting of directors shall be given (i) by mail to each director at his or her business address at least three days prior to the meeting; or (ii) by personal delivery or electronic mail at least forty-eight hours prior to the meeting to the business address, residence address, or electronic mail address (as applicable) of each director. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. 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 objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these Bylaws.
Section 4.7 QUORUM. The majority of the total number of directors fixed by or pursuant to Section 4.3 of this Article IV shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 4.8 MANNER OF ACTING. Except as otherwise required by law or by the Articles of Incorporation, the act of the majority of the total number of directors of the corporation shall be the act of the Board of Directors. Section 4.9 INFORMAL ACTION BY DIRECTORS. Any action required or permitted to be taken by the Board of Directors or by a committee thereof at a meeting may be taken without a meeting if each and every member of the Board of Directors in writing waives the right to demand that the meeting be held and either: (a) votes for such action; or (b) votes against such action or abstains from voting.
Section 4.10 PARTICIPATION BY ELECTRONIC MEANS. Any members 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 or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.
Section 4.11 VACANCIES. Any vacancy occurring in the Board of Directors may be filled by appointment by the remaining Board of Directors. A director appointed to fill a vacancy shall serve until his or her successor is appointed for the unexpired term of his or her predecessor in office.
Section 4.12 RESIGNATION. Any director of the corporation may resign at any time by giving written notice to the President or the Secretary 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 4.13 REMOVAL. Any director or directors of the corporation may be removed at any time, with or without cause, in the manner provided in the Colorado Revised Nonprofit Corporation Act.
Section 4.14 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 of the corporation as the Board of Directors shall designate and as shall be prescribed by the Colorado Revised Nonprofit Corporation Act.
Section 4.15 COMPENSATION. Directors shall not receive any compensation for their services, but a director may be reimbursed for any reasonable expense actually incurred on the corporation’s behalf while such director was fulfilling his or her responsibilities as a director. Such reimbursements must be voted on at a monthly Board meeting and expedited with a majority vote.
ARTICLE V
OFFICERS
Section 5.1 NUMBER. The officers of the corporation shall be President, Vice President, Secretary, Treasurer, Membership, Philanthropy and Awards Card with optional Executive Director. 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.
Section 5.2 ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors held during a new calendar year. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as practicable. 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, until he or she shall resign, or until he or she shall have been removed in the manner hereinafter provided.
Section 5.3 REMOVAL. Any officer or agent may be removed by the Board of Directors at any time, with or without cause.
Section 5.4 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
5.5 PRESIDENT. 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. He or she shall, when present, preside at all meetings of the members and of the Board of Directors. He or she may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, documents or 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 and such other duties as may be prescribed by the Board of Directors from time to time.
Section 5.6 VICE PRESIDENT. The Vice President shall, in the absence of the President or in the event of his or her death or 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. The Vice President shall perform 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 5.7 SECRETARY. The Secretary shall: (a) keep 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; (d) keep a register of the address of each member which shall be furnished to the Secretary by such member; (e) coordinate the logistics of meetings of the members and the Board of Directors; and (f) in general perform all duties incident to the office of Secretary 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 5.8 TREASURER. The Treasurer shall: (a) have charge and custody of and be responsible for all funds of the corporation; (b) 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 or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; (c) prepare monthly financial statements and provide such statements to the members at the monthly meeting; and (d) in general perform all of the duties incident to the office of 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 5.9 Membership Director. The Membership Director shall: (a) manage the business and operations of membership including recruitment, retention, membership renewal and such other duties as from time to time may be assigned to him or her by the President or Board of Directors.
Section 5.10 Philanthropy Director. The Philanthropy Director shall: (a) manage the business and operations of philanthropy projects including: accepting, planning, interviewing and coordinating any philanthropic events within the IABA.
Section 5.11 Awards Card Director. The Awards Director shall: (a) manage the business and operations of the IABA Awards Card including: accepting, planning, disbursing and coordinating any awards available from participating businesses within the IABA.
Section 5.12 EXECUTIVE DIRECTOR. The Executive Director shall: (a) manage the business operations of the corporation; (b) develop a strategic plan for how the corporation shall achieve its stated purposes and update such plan as necessary; and (c) in general perform such duties incident to the office of Executive Director 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.
ARTICLE
VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 6.1 CONTRACTS. The Board of Directors may authorize any officer or officers, 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 6.2 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 6.3 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, 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. (a)The Treasurer is authorized to purchase daily business supplies associated with the administrative responsibilities of the IABA up to $100 in one transaction; all records and receipts must show on the next month’s Treasurer’s report. (b)The President is authorized to purchase business supplies associated with the business responsibilities of the IABA up to $100 in one transaction; all records and receipts must be submitted to the Treasurer and show on the next month’s Treasurer’s report. Any purchases over $100 must be authorized by a resolution of the Board of Directors.
Section 6.4 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 on a minimum of monthly basis by the Treasurer. All deposits will be recorded in the monthly Treasurer’s Report.
ARTICLE
VII
NONDISCRIMINATION
The officers, directors, committee members, employees and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin and sexual orientation.
ARTICLE
VIII
BOOKS AND RECORDS
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.
ARTICLE
IX
FISCAL YEAR
The fiscal year of the corporation shall end on the last day of December in each calendar year.
ARTICLE X
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the directors present at any meeting of the Board of Directors at which a quorum is present.
CERTIFICATE
I hereby certify that the foregoing Bylaws, consisting of eight (8) pages, including this page, constitute the Bylaws of the Italian American Business Association, adopted by the Board of Directors of the corporation as of October 13, 2008.
Cherie Monteferrante, Acting Secretary, 2008