BYLAWS OF BEAR SMART DURANGO
a Colorado Non-Profit Corporation
ARTICLE I
NAME, MISSION AND PURPOSE
Section 1: NAME
The name of the non-profit corporation is Bear Smart Durango.
Section 2: MISSION
The mission of Bear Smart Durango is to reduce bear and human conflict in both the City of Durango and La Plata County. With that goal in mind, any educational efforts and initiatives developed initially for the City of Durango and La Plata County can be extended to outlying communities and beyond.
Section 3: PURPOSE
Bear Smart Durango strives to preserve the well-being and lives of bears by reducing conflict between people and bears, with an emphasis on eliminating access to human food sources that attract bears. Bear Smart Durango believes that bear conflict in Durango has as much to do with the behavior of people as it does bears and that people and bears can safely co-exist. Bear Smart Durango’s efforts will not only protect the lives of bears, but create a safer environment for community members that live or recreate in bear country.
Bear Smart Durango shall have as its purpose:
- increase public understanding, appreciation and respect of bears
- increase public awareness of the responsibilities that come with living, working and recreating in black bear habitat
- promote successful co-existence between humans and bears
- educate residents on bear behavior and the root causes of human & bear conflict
- reduce access to human food sources, such as trash, by bears
- implement initiatives to reduce conflict with bears
- educate residents about bears (and other wildlife) that share our environment
- assist local, state and federal government agencies, organizations, law enforcement, businesses and residents
ARTICLE II
MEMBERSHIP, DUES, COMMITTEES AND VOTING
Section I: MEMBERSHIP REQUIREMENTS
The qualification for membership shall be that the person or organization consents to membership in Bear Smart Durango. All persons, businesses, agencies, groups and organizations who subscribe to and support the purposes of the organization are eligible for membership. As stated in the Articles of Incorporation, members shall not, as such, be liable for any debt, obligation or liability of the nonprofit corporation.
A list of members shall be kept at the registered office and shall constitute the official list of members. This list may be protected from disclosure to the fullest extent allowed by law and shall not be distributed, except for legitimate purposes of the non-profit corporation.
Every effort will be made to recruit membership from a broad base of constituencies: (for example) all races, ethnic groups, socioeconomic levels, rural, urban etc.
Section 2: DUES
Bear Smart Durango encourages, but does not require payment of dues as a condition of membership. In setting dues amounts, consideration will be given to the needs of low-income individuals and families.
Section 3: VOTING POWER
The members do not have voting power. However, in order to adhere to democratic principles of the organization, Staff, and the Board should consider and be responsive to member input and concerns.
Section 4: COMMITTEES
Committees may be created by the Board of Directors to address specific issues and areas of interest and may take actions that are consistent with the purposes of the non-profit corporation. The democratic principles of Bear Smart Durango require that the Committees are ultimately accountable to the Board of Directors.
ARTICLE III
BOARD OF DIRECTORS/MEETINGS
Section 1: BOARD OF DIRECTORS
Not less than three (3) directors shall constitute the board of directors of Bear Smart Durango. Additional directors may be added in accordance with the provisions of these by-laws.
Section 2: TERM OF OFFICE
Directors shall serve three-year terms of office.
Section 3: OFFICERS/DIRECTORS ELECTION
The directors and officers of BSD shall be elected by the directors at the annual meeting of the board in accordance with the provisions of the by-laws. If the election is not held at such a meeting, such election shall be held as soon thereafter as is convenient. New director positions and offices may be added and filled at the regularly scheduled annual meeting or at a special meeting where such action has been properly noticed. Each officer shall office until his/her successor has been duly elected and qualified.
Section 4: VACANCY
Any Officer or Director may resign upon written notice to the Board with or without cause. A vacancy on the board because of death, resignation, or other than removal may be filled by majority vote of the board conducted by phone polling.
A vacancy in the board may be created by removal by the affirmative vote of at least sixty-seven (67) percent of the board after proper notice of a meeting called for the purpose of removing a board member. The Board may remove any Director or Officer either with or without cause. Vacancies by removal shall be filled by a majority vote of the board after being properly noticed at a meeting called for the purpose of filling a vacancy.
Vacancies shall not affect the effective term of the vacated position.
Section 5: POWERS AND DUTIES
The Board has all the powers and duties necessary for the administration of the affairs of the non-profit corporation.
Section 6: COMPENSATION
No compensation may be paid to Directors for their services as Directors. No compensation may be paid to a Director or to any relative of a Director for services performed by any of those individuals for the Corporation in any other capacity, unless sixty-seven (67) percent of the Directors approve before the services are undertaken.
Section 7: PLACE OF MEETINGS
Meetings shall be held at the place stated in the notice of meetings
Section 8: ANNUAL MEETINGS
An annual meeting of the board shall be held at a place designated by the President on or before July 1st, or as soon thereafter as possible, of each year for the purpose of electing officers and directors and for the transaction of such other business as may come before the meeting. If the election of officers is not held on the date designated herein for an annual meeting, the election shall be held at a special meeting of the board as soon thereafter as is convenient.
Section 9: GENERAL MEETINGS
The annual meeting and one general meeting shall be considered sufficient to conduct the business of the organization. General meetings will be held as needed. General meetings will be called by consensus of the directors. The board members shall receive adequate notice of the time and place of the meeting.
Section 10: ACTION BY BOARD
Any action that may be taken at a meeting of the board may be taken without a meeting if the action is taken by a phone poll, mail, email, or other electronic ballot by a majority of the Directors then in office and such action shall be a valid action of the Board of Directors. Such action shall be reported at the next meeting and recorded in the minutes accordingly.
Section 11: QUORUM
Fifty percent (50%) of the number of currently serving board members constitutes a quorum. A majority of the number present rules.
Section 12: LITIGATION
The affirmative vote of sixty-seven percent (67%) of the Directors is required before the organization may voluntarily become a party to litigation. Such votes to authorize commencement of voluntary litigation should be taken at a meeting of the board, either in person or by phone conversation, but in extreme circumstances can be taken through a phone poll. Appropriate written records, including the documentation of the decision to initiate litigation, shall be kept by the organization as permanent records. The board shall be appropriately informed of the initiation or voluntary participation in administrative appeals or other quasi-judicial processes.
Section 13: SPECIAL MEETINGS
Special meetings of the board may be called by the President. Notice of time, place and purpose shall be given by telephone at least one day in advance of a special meeting. Before giving notice of the special meeting, the President shall record the purpose of such special meeting in a written memo filed as a record of the organization.
Section 14: VOTING
At every meeting of the Board, each Director present has the right to cast one vote on each question and never more than one vote. The vote of the majority of those Directors who are present in a manner where all persons attending the meeting can communicate decides any question brought before the meeting, except as may otherwise be required by the By-Laws or by applicable law.
Section 15: DELEGATION OF POWERS TO STAFF
BSD shall have such employees as the Board of Directors may determine appropriate and necessary. The Board may select a staff person and may delegate to that person the powers normally associated with the day-to-day operation of a non-profit corporation. Professional, clerical and other staff related to BSD are employed in accordance with the provisions of these By-Laws and in accordance with the personnel policies established by the Board of Directors. The Executive Director shall recommend to the Board of Directors the compensation, benefits, and general responsibilities of all employees for Board approval.
The Board of Directors may employ an Executive Director under such terms and conditions as it shall determine. The Executive Director is responsible for the execution and administration of policies and programs approved by the Board and serves without vote as an ex-officio member of the Board of Directors and its committees. She or he attends and may participate in all committee meetings. The Executive Director acts as the agent of the Board of Directors in the employment and release of staff according to the policies and procedures established by the Board of Directors. As head of staff, the Executive Director is responsible for the hiring, supervision and direction of the staff and for the implementation of approved personnel policies.
Any currently employed staff member is not eligible for membership on the Board of Directors, or for election to any office, or for appointment to the voting membership of any committee provided for in these By-Laws or established by the Board of Directors.
Section 16: INSURANCE AND INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
BSD may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of BSD, or is or was serving at the request of BSD as a Director, officer, employee, or agent of another nonprofit corporation or association, against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not BSD would have the power to indemnify him/her against liability under the provisions of this section.
Each Director, officer, employee or agent of BSD, including the heirs, executors and administrators of each Director, officer, employee or agent, shall be indemnified by BSD against all costs, expenses and amounts of liability therefore, including counsel fees, reasonably incurred by or imposed upon him or her in connection with or resulting from any action, suit, proceeding or claim to which he or she may be made a party, or in which he or she may be or become involved by reason of his or her acts of omission or commission, or alleged acts of omission or commission, as such Director, officer, employee or agent, or, subject to the provisions hereof, any settlement thereof, whether or not he or she continues to be such Director, officer, employee or agent at the time of incurring such costs, expenses or amounts, and whether or not the action or omission to act on the part of such Directors, officer, employee or agent which such Director, officer, employee or agent shall be finally adjudged in such action, suit or proceeding to have been individually guilty of negligence or misconduct in the performance of his or her duty as such Director, officer, employee or agent, and provided, further, that the indemnification herein provided shall, with respect to any settlement of any such suit, action, proceeding or claim, include reimbursement of any amounts paid and expenses reasonably incurred in settling any such suit, action, proceeding or claim, when, in the judgment of the Board of Directors of BSD, such settlement and reimbursement appear to be for the best interests of BSD. The foregoing right of indemnification shall be in addition to and not exclusive of any and all other rights as to which any such Director, officer, employee or agent may be entitled under any insurance, agreement, resolution of the members or Board of Directors or otherwise.
The indemnification herein provided shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, written agreement, vote of disinterested Directors, or otherwise, 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 a Director, officer, employee or agent, and shall continue as to a person who has ceased to be a Director, officer, employee or agent, and shall be inure to the benefit of the heirs, executors, and administrators of such person.
The right of any person to be indemnified shall be subject always to the right of BSD by its Board of Directors, in lieu of such indemnify, to settle any such claim, action, suit or proceeding at the expense of BSD by the payment of the amount of such settlement and the costs and expenses incurred in connection therewith.
ARTICLE IV
OFFICERS
Section 1: OFFICERS
The officers shall be members of the board and shall consist of a President, a Vice-President, a Secretary, and a Treasurer, as set out in these By-Laws.
Section 2: TERM OF OFFICE
The term of office for BSD officers shall be one year. Officers are elected in accordance with these bylaws at annual meetings, except that no person may serve more than four consecutive terms in the office of President.
Section 3: PRESIDENT
The President shall serve as a Director and as the principal executive officer of the organization and shall in general supervise and control all of the business and affairs of Bear Smart Durango. The President shall preside at all meetings; and, in general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the members from time to time. In cases where the President cannot preside, the President should designate another officer to carry out such duties.
Section 4: VICE-PRESIDENT
The Vice-President shall serve as a Director and an Officer and shall perform the duties of President when the President is unavailable and in general, perform all the duties as from time to time may be assigned by the Board or by the members.
Section 5: SECRETARY
The Secretary shall serve as a Director and an Officer and shall be responsible for recording and keeping minutes of the meetings of the Board; and, in general, perform all the duties as from time to time may be assigned by the Board or by the members.
Section 6: TREASURER
The Treasurer shall serve as a Director and an Officer and have charge and custody of and be responsible for all funds and securities of the organization; receive and give receipts for monies due and payable to Bear Smart Durango from any source whatsoever, and deposit all such monies in the name of Bear Smart Durango in such banks, trust companies or other depositories as shall be selected; and in general, perform all the duties as from time to time may be assigned by the Board or by the members.
Section 7: DELEGATION OF DUTIES
In case of the absence of any Officer, the Board may delegate, as necessary and proper, the duties of such office to any other Officer or to any Director.
ARTICLE V
CHECKS/BUDGET, DEPOSITS, GIFTS, BOOKS, RECORDS, CONTRACTS,
PUBLIC INSPECTION RIGHTS AND DIRECTOR’S INSPECTION RIGHTS
Section 1: CHECKS/BUDGET
The Treasurer is authorized to disperse funds and sign checks. Other individuals may disperse funds and sign checks, as approved by the Board of Directors. The overall budget of Bear Smart Durango is approved by a vote of the majority of the Board of Directors.
Section 2: DEPOSITS
All funds of the non-profit corporation shall be deposited from time to time to the credit of the non-profit corporation in such banks, trust companies or other depositories as the directors may select.
Section 3: GIFTS
The Board of Directors may accept on behalf of the non-profit corporation any contribution, gift, bequest or device for the general purposes or for any special purpose of the non-profit corporation.
Section 4: BOOKS AND RECORDS
The non-profit corporation shall keep correct and complete books and records on account and shall also keep minutes of the proceedings of its Board of Directors, and shall keep at its registered or principle office a record giving the names and addresses of the Board of Directors members entitled to vote. The non-profit corporation shall keep such records as necessary to comply with Sections 501 (c) (3) and other applicable sections of the Internal Revenue Code of 1954, as amended, and regulations promulgated thereunder, as both now exist or may hereafter be amended. All books and records of the corporation may be inspected by any director, or his/her agent or attorney, for any proper purpose at any reasonable time.
Section 5: CONTRACTS
The Board of Directors may authorize by a majority vote, any director or directors, agent or agents of the corporation, in addition to the officers so authorized by these By-Laws, 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. Except, any contracts causing the non-profit corporation to incur debt or dispose of significant assets of the corporation shall be reviewed by the full board with specific authority and limitations given to the person, if so authorized.
Section 6: PUBLIC INSPECTION RIGHTS
The non-profit corporation shall provide public access to its records to the extent required by the Colorado Nonprofit Corporation Act and Internal Revenue Code, as applicable. For inspections made pursuant to the Internal Revenue Code, the corporation may require a reasonable charge for reproduction of $0.75 per page and the expense of mailing, when copying is required as part of an inspection request. Requests for documents made in person shall be accommodated immediately, and those requests made in writing shall be mailed within 30 days of the request.
Section 7: DIRECTOR’S INSPECTION RIGHTS
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be the calendar year.
ARTICLE VII
AMENDMENTS TO BY-LAWS
These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a vote of a majority of members present at any special meeting where, if at least 10 days written notice is given to the membership of intention to alter, amend or repeal or to adopt new By-Laws.
Duly adopted by a vote of the Board of Directors at the meeting of the _____ day of __________, 2004
_______________________________
Gwen Lachelt, President