MINUTES OF ORGANIZATIONAL MEETING OF
COLORADO ASSOCIATION OF STORMWATER
AND FLOODPLAIN MANAGERS, INC.
 

December 5, 1989
 

The organizational meeting of the Incorporators and initial directors named in the Articles of Incorporation of the Colorado Association of Stormwater and Floodplain Managers, Inc., was held at the temporary offices of the Corporation located at 1313 Sherman Street, Room 721, Colorado Water Conservation Board, State Services Building, Colorado Springs, Colorado 80909 on the 5th day of December, 1989, commencing at the hour of 7:00 o'clock P.M.

The meeting was held pursuant to a call of the Organizational Meeting based upon a Waiver of Notice, the original of which is attached to these Minutes and, by this reference, is incorporated herein.

The following person being the sole incorporator, namely Dan Bunting, and the following persons being all of the initial directors of the Corporation namely, Dan Bunting, William DeGroot and Robert Kistner were present.

Dan Bunting acting as Chairman of the Board of Directors stated that the Articles of Incorporation had been filed in the office of the Secretary of State of the State of Colorado on November 21, 1989. The Chairman presented to the meeting a true copy of the Certificate of Incorporation issued by the Secretary of State of the State of Colorado on said date.

On motion duly made, seconded and unanimously adopted it was:

RESOLVED, that the Certificate of Incorporation of the Colorado Association of Stormwater and Floodplain Managers, Inc., a non-profit Corporation, together with the duplicate of the Articles of Incorporation and the original receipt showing payment of the statutory filing fees be placed in the minute book of the Corporation and by this reference be incorporated herein.

After examination and discussion of the proposed By-Laws, on motion duly made, seconded and unanimously adopted, it was:

RESOLVED, that the form of By-Laws attached to and incorporated by reference into these minutes be and hereby are adopted as the By-Laws of Colorado Association of Stormwater and Floodplain Managers, Inc., for the regulation and management of its affairs to the extent stated therein.

The Chairman stated that the next order of business would be the election of officers of the Corporation to hold office until the first annual meeting of the membership of the Corporation which is to be held on January 12, 1990. After discussion, on motion duly made, seconded and unanimously adopted by the directors present, the following persons were duly elected to the offices specified below:

After inspection and discussion, upon motion duly made, seconded and unanimously adopted, it was:

RESOLVED, that the form of seal impressed on the margin opposite this resolution be and hereby is adopted as the corporate seal of the Corporation to be affixed to the official papers of the Corporation.

The Chairman next raised for discussion by the Board the advisability of authorizing payment for all reasonable and proper expenses related to the incorporation of the Corporation. After discussion, upon motion duly made, seconded and unanimously adopted, it was:

RESOLVED, that the appropriate officers of the Corporation are hereby authorized and directed to pay for all reasonable and proper expenses of the Corporation relating to incorporation, including, but not limited to reimbursements to those persons who advanced funds to accomplish said matter and payment to the law firm of Otto K. Hilbert for services rendered in connection with the same.

The Chairman stated that the next matter to come before the Board of Directors and incorporators was a discussion of the banking institution to be used by the Corporation until further action of the Board of Directors.

After discussion, upon motion duly made, seconded and unanimously adopted, it was:

RESOLVED, that the Colorado State Employee Credit Union be the banking facility of the Corporation until further resolution of the Board of Directors.

The Chairman indicated that the necessary forms for application for recognition for tax exemption are in process and will be submitted, as soon as possible, along with necessary supporting documents, for example, a two year detailed budget for the Corporation.

There being no further business to come before the Board on motion duly made, seconded and unanimously adopted by the Directors present, the meeting was adjourned.

The undersigned being the Directors of Colorado Association of Stormwater and Floodplain Managers, Inc., hereby:

1. Waive any notice of the time, place and purpose of the organizational meeting of the Corporation held as provided for herein on the day, month and year above set forth to which we may have otherwise been entitled.

2. State that we have read and approved the organizational minutes of the Corporation as a true and correct recital to the business transactions conducted at said meeting.

3. Approve the aforementioned business transactions as described in said meeting.

William DeGroot, Secretary           

Dan Bunting, Director              

William DeGroot, Director        

Robert Kistner, Director          

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