Bylaws

PREAMBLE

WHEREAS the National Safety Council and its State Chapter, the Colorado Safety Association, work to achieve safety in homes, traffic, recreation, occupation, school, farm and public situations, and

WHEREAS we believe that local Larimer County people are interested in and will work toward those same goals on a local area basis, and

WHEREAS these goals can best be achieved through actions of the various local, federal, state, county, city, business, organizations and concerned individuals working in coordination or jointly with each other,

WE the concerned people of Larimer County, do establish a Larimer County Safety council as an organization affiliated with the Colorado Safety Association.

BYLAWS

OF THE

LARIMER COUNTY SAFETY COUNCIL

January 1993

TABLE OF CONTENTS - click on an article to view it

BYLAWS OF THE LARIMER COUNTY SAFETY COUNCIL

ARTICLE I. - OFFICES

Section 1.1 Business Offices.

A. The principle office of the corporation shall be located at Fort Collins, Colorado. The corporation may have such other offices, either within or outside Colorado, as the board of directors may designate or as the affairs of the corporation may require from time to time.

Section 1.2 Registered Office.

A. The registered office of the corporation required by the Colorado Nonprofit Corporation Act to be maintained in Colorado may be, but need not be, identical with the principal office if in Colorado, and the address of the registered office may be changed from time to time by the board of directors.

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ARTICLE II. MEMBERS

Section 2.1 Classification, Qualification, Privileges and Election of Members.

A. The corporation shall have the following classes of voting members, each requiring the qualifications and having the voting and other rights and privileges indicated:

1. classification of Members

a. Organizational Members: Any group, organization or -business firm may be a member of the corporation upon payment of dues and with the appointments of UP to four active representatives of such organization to work with the corporation.

b. Individual Members: Any person concerned with safety and/or environmental health may be a member of the corporation upon payment of dues.

c. Student Members: Students enrolled in secondary or higher education programs may become members of the corporation upon payment of dues.

B. Whenever the term "members" is used herein without further modification it shall refer to all members of every class. New members of any class may be elected to membership at any time by the vote of a majority of the members then entitled to vote thereon. New members may be elected to membership by the board of directors.

C. Every member, regardless of class of membership is entitled to one vote in any matter coming before the corporation providing current dues have been paid.

Section 2.2 Dues.

A. The annual dues of this corporation shall be the amount established by the council and listed in the Standing Rules. Until changed by action of the board of directors, annual dues shall be paid at the beginning of the year, and shall be considered delinquent on March 15.

B. Annual dues are payable in full if a new member joins prior to July 1.

If a new member begins July I or after, they will be assessed ½ of the annual dues, to be paid within one month of joining.

Section 2.3 Suspension and Termination of Membership.

A. A member who fails to pay dues or other assessment within 10 days after written notice of such failure to pay is delivered to such member shall automatically have voting rights suspended until such dues and assessments are paid in full. A vote of 301 of all members entitled to vote, may suspend or expel any member for cause.

Section 2.4 Transfer of Membership.

A. Membership in the corporation is nontransferable. Members shall have no ownership rights or beneficial interests of any kind in the assets of the corporation.

Section 2.5 Annual Meeting of Members.

A. An annual meeting of the members shall be held during the month October at the time and place, either within or outside Colorado, determined by the board of directors, for the purpose of electing directors and for the transaction of such other business as ma@ come

before the meeting. if the day fixed for the annual meeting shall be a legal holiday in Colorado, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for the annual meeting of the members, or at any adjournment thereof, the board of directors shall cause the election to be held at a meeting of the members as soon thereafter as conveniently may be. Failure to hold any annual meeting as required by these bylaws shall not work forfeiting or dissolution of the corporation or invalidate any action taken by the board of directors or officers of the corporation.

 

Section 2.6 Regular Meeting of Members.

A. Regular meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, will be held at least monthly by order of the president.

Section 2.7 Special Meetings.

A. special meetings of the members or of one or more .classes of members, for any purpose or purposes, unless otherwise prescribed by statue, may be called by the president, by resolution of the board of directors or upon ten days written notice signed by 20% of the current membership.

Section 2.8 Place of Meeting.

A. Each meeting of the members or of any class of members shall be held at such place, either within or outside Colorado, as may be designated in the notice of meeting, or, if no place is designated in the notice, at the registered office of the corporation in Colorado.

Section 2.9 Notice of Meeting.

A. Except as otherwise prescribed by statute, written notice of each meeting of the members or of any class of members stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered no less than ten nor more than fifty days before the date of the meeting, either personally or by first class, certified or registered mail, by or at the direction of the president, or the secretary, or the officer or person calling the meeting, to each member entitled to attend such meeting. If mailed, such notice shall be deemed delivered when deposited in the United States mail, addressed to each member at his address as it appears in the records of the corporation with postage thereon prepaid. Any member may waive notice of any meeting before, at or after such meeting. The attendance in person or by proxy of a member at a meeting shall constitute a waiver of notice of such meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business because the -meeting is not lawfully called or convened.

Section 2.10 Proxies.

A. At each meeting of the members, or of any class of members, a member entitled to vote there at may vote by proxy executed in writing by the member of his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the corporation bef ore or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 2.11 Quorum.

A. Except as otherwise required by the laws of Colorado or the articles of incorporation, 30% of the members entitled to vote shall constitute a quorum at each meeting of the members, and the affirmative vote of a majority of the members represented at a meeting at which a quorum is present and entitled to vote on the subject matter shall be the act of the members. If less than a quorum of the members are represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time for a period not to exceed sixty days at any one adjournment without further notice other than an announcement at the meeting. At such adjourned represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2.12 Order of Business and Parliamentary Procedure:

A. The order of business at meetings shall be as follows unless waived by at least two-thirds of members present:

1. Approval of minutes of previous meetings.

2. Reports of officers.

3. Reports of committees.

4. Unfinished business.

5. New Business.

B. Robert's Rule of order shall govern in all parliamentary matters when not in conflict with these bylaws.

Section 2.13 Voting

A. Each voting member is entitled to one vote on each matter submitted to a vote of the members entitled to vote thereon either at a meeting thereof or pursuant to Section 2.13. (Cumulative voting shall be allowed in the election of directors but not otherwise.)

 

B. The right to vote of any member which is a corporation or unincorporated association may be exercised by such officer, agent or proxy as the bylaws, constitution or -their governing instrument of such cooperation or association may prescribe or, in the absence of such provision, as the board of directors of such corporation or association may determine.

 

C. Members entitled to vote thereon may vote by mail in the election of directors, for or against a proposed amendment to the articles of incorporation and for or against a proposed plan of merger, consolidation or liquidation, but not otherwise. However, the election of any director by mail vote shall require at least a majority election; and to amend the affirmative vote of at least two-thirds of the votes which members are entitled to cast on such questions.

 

Section 2.14 Committees.

A. By the vote of a majority of the members entitled to vote thereon, the members at any time and from time to time may establish one or more committee of members for any appropriate purpose and may dissolve any such committee. The president, with approval of the executive committee, shall elect a chairperson who shall preside at all meetings of the committee and generally supervise the conduct of the committees affairs. Rules governing procedures for meetings of any such committee and for the conduct of such committee’s affair shall be established by the committee.

Section 2.15 Action Without a Meeting

A. Any action required or permitted to be taken at a meeting of the members or any committee thereof may be taken without a meeting if 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. Such consent (which may be signed in counterparts) shall have the same force and effect as a unanimous vote of the members entitled to vote thereon.

ARTICLE III - Board of Directors

Section 3.1 General Powers.

A. The business and affairs of the corporation shall be managed By its board of directors, except as otherwise provided in the Colorado Nonprofit Corporation Act, the articles of incorporation or these bylaws. The boards of directors shall establish the corporation's policies and operating procedures subject to approval of the general membership.

Section 3.2 Number, Classification, Tenure and Qualifications.

A. The number of directors of the corporation shall be from five to seven, as determined by the members of the board of directors from time to time. Any action of the members or the board of directors to increase or decrease the number of directors, whether expressly by resolution or by implication through the election of additional directors, shall constitute an amendment of these bylaws effecting such increase or decrease. The composition of the board of directors shall be the elected officers, the immediate past president, and up to three directors at large elected from the membership. At the first annual meeting of the board of directors, classification of the directors at large may be made by dividing them into three classes, each class to be as nearly equal in number as possible. The term of office the directors at large of the first class shall expire at the first annual meeting of the members held after such classification; the term of the office of the directors of the second class shall expire at the second annual meeting thereafter; and the term of office of the directors at large of the third class shall expire at the third annual meeting thereafter. At each regular August meeting of the members after such classification, or not later than two meetings before the annual meeting, the president shall appoint a nominating committee to present nominations for members of the board. At each regular September meeting of the members after such classification, or not later than one meeting before the annual meeting, nominations shall be presented and the number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected by the members to hold office until the third succeeding annual meeting. Each director shall assume office at the annual meeting in October following their election and shall hold office until his term expires and thereafter until his successor shall have been, elected and qualified, or until his earlier death, resignation or removal. Directors must be at least eighteen years old but need not be residents of Colorado. Directors shall be removable for cause by a two-thirds vote of the membership or a three-fourths vote of the board of directors.

Section 3.3 Vacancies.

A. Any director may resign at any time by giving written notice to the chairman of the board, to the president or to the secretary of the corporation. A director's resignation shall take effect At the time specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring in the board of directors may be filled by the affirmative vote of the remaining directors though less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall hold office until the next election of the class for which such director was chosen and thereafter qualified, or until his earlier death, resignation or removal.

Section 3.4 Regular Meetings.

A. A regular meeting of the board of directors shall be held immediately after and at the same place as the annual meeting of the members, or as soon as practicable thereafter at the time and place, either within or outside Colorado, determined by the board, for the purpose of electing officers and for the transaction of such other business as may come before the meeting. The board of directors may provide by resolution the time and place, either within or outside Colorado, for the holding of additional regular meetings.

Section 3.5 Special Meetings.

A. Special meetings of the board of directors may be cal led by or at the request of the chairman of the board, the president or any two directors. The person or persons authorized to call special meetings, of the board of directors may pick any place as the place, either within or outside Colorado, for holding any special meeting of the board called by them.

Section 3.6 Notice.

A. Notice of each meeting of the board of directors stating the place, day and hour of the meeting shall be given to each director at this business address at least five days prior thereto by the mailing of written notice by first class, certified or registered mail, or at least two days prior thereto by personal delivery of written-notice or by telephonic or telegraphic notice (and the method of notice need not be the same to each director). If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage thereon prepaid. If telegraphed, such notice shall be deemed to be given when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting before at or after such meeting. The attendance of a director at a meeting shall constitute a waiver of notice of 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 meeting of the board of directors need be specified in the notice or waiver of notice of such meeting unless other-wise required by statute.

 

Section 3.7 Presumption of Assent.

A. 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 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 forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 3.8 Quorum and Voting.

A. A majority of the directors shall constitute a quorum for the transaction of business at any meeting of the board of directors, and the vote of a majority of the directors present in person at a meeting at which a quorum is present shall be the act of the board of directors; but in no event shall a quorum consist of less than one-third of the directors. If less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than an announcement at the meeting, until a quorum shall be present. No director may vote or act by proxy at any meeting of directors.

Section 3.9 Compensation.

A. Directors shall not receive compensation for their services as such, although the reasonable expenses of directors of attendance at board meetings may be paid or reimbursed by the corporation. Directors shall not be disqualified to receive reasonable compensation for services rendered to or for the benefit for the corporation in any other capacity.

Section 3.10 Executive and Other Committees,

A. By one or more resolution, the board of directors may designate from among its members one or more committees, each of which, to the extent provided in the resolution establishing such committee, shall have and may exercise all the authority of the board of directors, except as prohibited by statute. The delegation of authority to any committee shall not operate to relieve the board of directors or any member of the board from any responsibility imposed by law. Rules governing procedures for meetings of any committee of the board shall be as established by the board of directors, or in the absence thereof by the committee itself. Committees shall prepare for submission to the executive committee at the first meeting following their appointment or at the October meeting each year thereafter, a program of their safety and/or environmental health activities and budget of recommended expenditures for the coming year. The executive committee may approve, modify or disapprove such budgets.

Section 3.11 Meeting By Telephone.

A. Members of the board of directors or any committee thereof may participate in a meeting of the board or committee 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 presence in person at the meeting.

Section 3.12 Action Without a Meeting.

A. Any action required or permitted to be taken at a meeting of the directors or any committee thereof 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 or committee members entitled to vote with respect to the subject matter thereof. Such consent (which may be signed in counterparts shall have the same force and effect as a unanimous vote of the directors or committee members.

Section 3.13 Spending Authority.

A. The board of directors shall have the authority to spend up to $100 of corporation funds f or emergency business without obtaining approval of the corporation members. Such expenditures shall require approval of a quorum of the board of directors membership as defined in Section 3.8 of the corporation bylaws.

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ARTICLE IV. - Officers and Agents.

Section 4.1 Number and Qualifications.

A. The officers of the corporation shall be a president, one or more vice-presidents, a secretary and a treasurer. The board of directors may also elect or appoint such other officers, assistant officers and agents, including a chairman of the board, an executive director, a controller, assistant secretaries and assistant treasurers, as they may consider necessary. one person may hold the offices of president and secretary. All officers must be at least eighteen years old.

Section 4.2 Election and Term of Office.

A. The president shall appoint a nominating committee at the August meeting of the board of directors, or not later than two meetings before the annual meeting, and nominations shall be presented at the September regular meeting, or not later than one meeting before the annual meeting. The officers of the corporation shall be elected annually by a majority vote of the board of directors at the first meeting of the board held after the regular meeting at which nominations are presented and will assume office at the annual meeting in October following their election. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his earlier death, resignation or removal.

Section 4.3 Compensation.

A. The compensation of the officers shall be as fixed from time to time by the board of directors, and no officer shall be prevented from receiving a salary be reason of the fact that he is also a director of the corporation. However, during any period in which the corporation is a private foundation as described in section 509 (a) of the Internal Revenue Code, no payment of compensation (or payment or reimbursement of expenses) shall be made in any manner so as to result in the imposition of any liability under section 4941 of the Internal Revenue Code.

Section 4.4 Removal.

A. Any officer or agent may be removed by a two-thirds vote of the general membership or a three-fourths vote of the board of directors, 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 itself create contract rights.

Section 4.5 Vacancies.

A. Any officer may resign at any time, subject to any rights or obligations under any existing contracts between the officer and the corporation, by giving written notice to the president or to the board of directors. An officer's resignation shall take effect at the time specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall no t@- be necessary to make it effective. A vacancy in any office, however occurring, may be filled by the board of directors for the unexpired portion of the term.

Section 4.6 Authority and Duties of Officers.

A. The officers of the corporation shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the president, the board of directors or these bylaws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law.

 

1. Chairman of the Board. The chairman of the board shall:

a. see that all orders and resolutions of the members and of the board of directors are carried into effect.

b. perform all their duties incident to the office of chairman of the board and as from time to time may be assigned to him or the board of directors.

2. President. The president shall:

a. preside at all meetings of the members or any class of members.

b. be chairman of the executive committee and may appoint committees and committee chairmen from elected officers or the general membership as needed in conducting the affairs of the corporation.

c. in the absence of the chairman of the board, preside at all meetings of the board of directors.

d. see that all orders and resolutions of the board of directors are carried into effect.

e. perform all other duties incident to the office of president and as from time to time may be assigned to him by the board of directors.

3. Vice-President. The vice-president shall:

a. assist the president and shall perform such duties as may be assigned to them by the president or by the board of directors.

b. act as chairman of the board of directors.

c. at the request of the president, or in his absence or inability or refusal to act, perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president.

Note: (If there is mote than one' vice-president, then, the vice-president designated by the board of directors, or if there be no such designation, then the vice- president in order of their election).

4. Secretary. The secretary shall:

a. keep the minutes of the proceedings of the members, the board of directors and any committee of the members of the board.

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.

d. keep at the corporation's registered office or principal place of business within or outside Colorado a record containing the names and addresses of all members.

e. 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 by the president or by the board of directors.

Note: Assistant secretaries, if any shall have the same duties and powers, subject to supervision by the secretary.

5. Treasurer. The treasurer shall:

a. be the principal financial officer of the corporation and have the care and custody of all its funds, securities, evidences of indebtedness and other personal property and deposit the same in accordance with the same in accordance with the instructions of the board of directors.

b. receive and give receipts and acquittances of moneys paid in on account of the corporation, and pay out of the funds an hand all bills, payrolls and other just debts of the corporation of whatever nature upon maturity.

c. unless there is a controller, be the principal accounting officer of the corporation and as such prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all local, state and federal tax returns and related documents, prescribe and maintain an adequate system of internal audit, and prepare and furnish to the president and the board of directors statements of account showing the financial position of the corporation and the results of its operations.

d. upon request of the board, make such reports to it as may be required at any time.

e. perform all other 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 the board of directors.

Note: Assistant treasurers, if any, shall have the same powers and duties, subject to the supervision by the treasurer.

Section 4.7 Surety Bonds.

A. The board of directors may require any officer or agent of the corporation to execute to the corporation bond in such sums and with such sureties as shall be satisfactory to the board, conditioned upon the faithful performance of his duties and for the restoration to the corporation of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

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ARTICLE V. - Executive Committee

Section 5.1 Number and Tenure.

A. The executive committee shall be composed "of the elected officers and up to three other members selected by the board of directors designated from among its members. Non-elected members of the executive committee shall serve at the pleasure of the president with concurrence of the board of directors.

Section 5.2 Meetings and Quorum.

A. The executive committee shall meet at the call of the president or upon written request of one-third or more of its members. A quorum shall consist of 50% of the committee members.

Section 5.3 Authority and Duties.

A. The executive committee shall have general and active control of the affairs of the corporation and business and general supervision of its officers, agents and employees. The executive committee shall fill all officer and director vacancies which may arise, through resignation or otherwise, by interim appointment. Such appointee shall hold office until the expiration of the term of his predecessor in office. The executive committee shall have general supervision over all financial affairs and the business administration of the corporation. It shall cause an audit of the accounts to be made prior to the annual meeting. The authority of the executive committee not exceed any limitations to such authority proscribed by the statutes of Colorado.

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ARTICLE VI - Indemnification

Section 6.1 Indemnification of Directors, Officers Etc.

A. The corporation hereby declares that any person who serves at its request as a director, officer, employee, chairman or member of any committee, or on behalf of the corporation as a director or officer or another corporation in which the corporation owns shares of capital stock or of which the corporation is a creditor, shall be deemed the corporation's agent for the purpose of this Article and shall be indemnified by the corporation against expenses (including attorney's fees) , judgments, fines, excise taxes and. amounts paid in settlement actually and reasonable incurred by such person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of such service, provided such person acted in good faith and in a manner the reasonably believed to be in the best interest of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Except as provided in section 6.3, termination of any such action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contenders or its equivalent, shall not of itself create either a presumption that such person did not act in good faith and in a manner which he reasonably believed to be in the best interest of the corporation or, with respect to any criminal action or proceeding, a presumption that such person had reasonable cause to believe that his conduct was unlawful.

Section 6.2 Indemnification Against Liability to Corporation.

A. No indemnification shall be made in respect of any claim, issue or matter as to which a person covered by Section 6.1 shall have been adjudged to be liable for negligence of misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action, suit or proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court shall deem proper.

Section 6.3 Indemnification in Criminal Actions.

A. No indemnification shall be made in respect of any criminal action or proceeding as to which a person covered by Section 6.1 shall have been adjudged to be guilty unless and only to the extent that the court in which such action or proceeding' was brought shall determine upon application that, despite the adjudication of guilty. but in view of all circumstances of the case, such person is entitled to indemnification for such expenses or fines which such court shall deem proper.

Section 6.4 Other Indemnification.

A. The indemnification provided by this Article shall not be deemed exclusive of any other rights' to which any person may be entitled under the articles of incorporation, any agreement, any other provision of these bylaws, vote of the members or disinterested directors or otherwise, and any procedure provided for by any of the foregoing, bo' h as to action in his official capacity and as to action in another capacity while holding such office.

Section 6.5 Period of Indemnification.

A. Any indemnification pursuant to this Article shall:

1. be applicable to acts or omissions which occurred prior to the adoption of this Article.

2. continue as to any indemnified party who has ceased to be a director, officer, employee or agent of the corporation and shall inure to the benefit of the heirs and personal representatives of such indemnified party.

B. The repeal or amendment of all or any portion of these bylaws which would have the effect of limiting, qualifying or restricting any of the powers or rights of indemnification provided or permitted in this Article shall not, solely by reason of such repeal or amendment, eliminate, restrict or otherwise affect the right or power of the corporation to indemnify any person, or affect any right of indemnification of such person, with respect to any right of indemnification of such person, with respect to any acts or omissions which occurred prior to such repeal or amendment.

Section 6.6 Insurance.

A. By action of the board of directors, not with standing any interest of the directors in such action, the corporation may, subject to Section 6.8, purchase and maintain insurance, in such amounts as the board may deem appropriate, on behalf of any person indemnified hereunder against any liability asserted against him, and incurred by him in his capacity of or arising out of his status as an agent of the corporation, whether or not the corporation would have the power to indemnify him against such liability under applicable provisions of law. The corporation may also purchase and maintain insurance, in such amounts as the board may deem appropriate, to insure the corporation against any liability, including without limitation, any liability for the indemnifications provided in this Article.

Section 6.7 Right to Impose Conditions to Indemnification.

A. The corporation shall have the right to impose, as conditions to any indemnification provided or permitted in this Article, such reasonable requirements and conditions as the board of directors or members may deem appropriate in each specific case, including but not limited to any one or more of the following:

1. that any counsel representing the person to be indemnified in connection with the defense or settlement of any action shall be counseled that is mutually agreeable to the person to be indemnified and to the corporation

 

2. that the corporation shall have the right, at its option, to assume and control the defense or settlement of any claim or proceeding made, initiated or threatened against the person to be indemnified.

 

3. that the corporation shall be subrogated, to the extent of any payments made by way of indemnification, to all of the indemnified person's right of recovery, and that the person to be indemnified shall execute all writings and do everything necessary to assure such rights of subrogation to the corporation.

 Section 6.8 Limitation on Indemnification.

A. Notwithstanding any other provision of these bylaws, the corporation shall neither indemnify any person nor purchase any insurance in any manner or to any extent which would jeopardize or be inconsistent with qualification of the corporation as an organization described in section 501 (c) (3) of the Internal Revenue Code or would result in liability under section 4941 of the Internal Revenue Code.

ARTICLE VII. - Miscellaneous

Section 7.1 Account Books, Minutes, Etc.

A. The corporation shall keep correct and complete books and records of account and shall also keep minutes at the proceedings of its members, board of directors and committees. All books and records of the corporation may be inspected by any member or director or his accredited agent or attorney, for any proper purpose at any reasonable time.

Section 7.2 Fiscal Year.

A. The fiscal year of the corporation shall be from January 1 to December 31.

Section 7.3 Conveyances and Encumbrances.

A. Property of the corporation may be assigned, conveyed or encumbered by such officers of the corporation and be authorized to do so by the board of directors, and such authorized persons shall have power to execute and deliver any and all instruments of assignment, conveyance, lease or other disposition of all or substantially all of the property and assets of the corporation shall be authorized only in the manner prescribed by applicable statute.

Section 7.4 Designated Contributions.

A. The corporation may accept any designated contribution, grant, bequest or devise consistent with its general tax-exempt purposes, as set further in the articles of incorporation. As so limited, donor-purposes or users and such designations generally will be honored. However, the corporation shall reserve all right, title and interest in and to and control of such contributions, as well as full discretion as to the ultimate expenditure of distribution thereof, in connection with any special fund, purpose or use. Further, the corporation shall retain sufficient control over all donated funds (including designated contributions) to assure that. such funds will be used to carry out the corporation's tax-exempt purposes.

Section 7.5 Disbursements.

A. All checks or warrants drawn on the corporation for disbursement of funds must be signed by two of the following: president, vice president, secretary, or treasurer.

Section 7.6 Conflicts of Interests.

A. If any person who is a director or officer of the corporation is aware that the corporation is about to enter into any business transaction directly or indirectly with himself, any member of his family, any entity in which he has any legal, equitable or fiduciary interest or position, including without limitation as a director, officer, shareholder, partner, beneficiary or trustee, such person shall:

1. immediately inform those charged with approving the transaction on behalf of the corporation of his interest or position.

2. aid the persons charged with making the decision by disclosing any material facts within his knowledge that bear on the advisability of such transaction from the standpoint of the corporation.

3. not be entitled to vote on the decision to enter into such transaction.

Section 7.7 Loans to Directors and Officers Prohibited.

A. No loans shall be made by the corporation to any of its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the corporation for the amount to such loan until it is repaid.

Section 7.8 References to Internal Revenue Code.

A. All references in these bylaws to provisions of the Internal Revenue Code are to the provisions of the Internal Revenue Code of 1954, as amended, and shall include the corresponding provisions of any subsequent federal tax laws.

Section 7.9 Bylaws and Amendments.

A. Subject to repeal or change by action of the members, these bylaws may be amended at any annual meeting of the members or at any other meeting of the members called by the president, providing that ten days written notice be given of this meeting, and that a notice indicates the purpose and contains suggested wording of the intended amendments. Amendments of these bylaws require approval of three- fourths of the members attending. The bylaws may also be amended by the board of directors at any regular or special meeting called by the president providing such change is limited to changes made to conform to law or to regulations of the Colorado Safety Association.

Section 7.10 Liquidation.

A. In case the corporation is discontinued for any cause, its net assets are assigned by the board of directors to any organization working to achieve safety in homes, traffic, recreation, occupation, school, farm, or public situations so that they may continue to be used for safety.

Section 7.11 Severability.

A. The invalidity of any provision of these bylaws shall not affect the other provisions hereof, and in such event these bylaws shall be construed in all respects as if such invalid provisions were omitted.

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