Bylaws 1989

The above nonprofit corporation shall hereinafter be referred to as the “Association.”  The principle office of the Association shall be located in the Denver metro area, Colorado, but meetings of members and directors may be held at such places within the State of Colorado as may be designated by the Board of Directors.

The main purpose and objective for which this Association is formed is to provide a means of local representation on a State wide basis regarding policies and activities dealing with stormwater and floodplain management within the State of Colorado. Other purposes and objectives of the Association are set forth in the Articles of Incorporation.

The membership of the Association shall be as hereinafter set forth.

Section 1. Members

A person or entity shall become a member upon approval of his or its application for membership by the membership committee, payment of dues, and enrollment on the list of active members of the Association. All proposed memberships that are rejected by the membership committee shall be subject to the review of the Board of Directors and its concurrence.

There shall be four classifications of members.

Section 2. Voting

Each member shall have one vote except for student members who shall not have voting rights other than the right to vote for a Student Representative. 

Section 3. Dues

The annual dues of the Association shall be twenty five ($25.00) dollars per person for FULL members; one hundred ($100.00) dollars per corporation for CORPORATE members; one hundred ($100.00) dollars per agency for AGENCY members; and ten ($10.00) dollars per person for STUDENT members. Dues are payable on or before the 31^st of December each calendar year. Dues are subject to review and modification in the Bylaws. Dues paid before the formation of the Association will be applied to the first year of the organization’s existence.

Section 4. Delinquency in Payment of Dues

Any member delinquent in payment of dues for more than 60 days after the anniversary date shall be dropped from the membership and the list of active members of the Association.

Section 5. Notices for Dues

The Association Treasurer will be responsible for sending out notices and collecting dues for the Membership Committee.

Section 1. Enumeration of Directors

The Board of Directors shall be composed of the Officers of the Association, four (4) Regional Representatives, and one (1) Student Representative, all as hereinafter defined.

Section 2. Nomination of Directors

Nomination for election to the Board of Directors, except for the offices of Regional Representative, shall be made by the general membership.

Section 3. Election of Directors

Directors shall be elected by mail ballot, on dates determined by the Board of Directors, prior to the first and prior to each annual meeting thereof. The Directors shall be installed at the first and at each ensuing annual meeting thereof. The Directors shall be members of the Association. Those persons nominated for the Board who receive votes, but are not elected to the Board of Directors, shall comprise the list of alternate Directors. A Student Representative shall be elected (when applicable) to represent student interests and shall have the same status as a Regional Representative.

Section 4. Term

The Board of Directors shall be elected annually from the membership of the Association and each shall hold office for one year unless he/she shall resign sooner, or shall be removed or otherwise be disqualified to serve. Each Director may not serve more than two consecutive terms in the same office.

Section 5. Resignation and Removal

Any Director can be removed from office with cause by the Board. Any Director may resign at any time by giving written notice to the Board, the Chair or the Secretary. Such resignation shall take effect on the date of receipt of such notice, or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies

In the case of any vacancy on the Board of Directors, the remaining members of the Board may nominate and elect a successor member from the current list of alternate Directors to hold membership until the next annual meeting.

Section 7. Responsibility of the Board of Directors

The purpose and objectives for which the Association is formed and established and the Association’s property shall be managed by the Association’s Board of Directors.

Section 1. Enumeration of Officers

The Officers of the Association shall be Chair, Vice Chair, Secretary, Treasurer, and such other Officers as the Board may from time to time by resolution create. Each Officer shall at all times be a member of the Association.

Section 2. Election of Officers

Officers shall be elected by mail ballot prior to each annual meeting by the voting and general membership of the Association. They will be installed at each annual meeting.

Section 3. Duties

The duties of the Officers are as follows:

CHAIR

The Chair shall preside at all meetings of the Board of Directors; and shall see that the orders and resolutions of the Board are carried out.

VICE CHAIR

The Vice Chair shall act in the place and stead of the Chair in the event of the Chair’s absence, inability of refusal to act, and shall exercise and discharge such other duties as may be required by the Board.

SECRETARY

The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses; and shall perform such other duties as required by the Board.

TREASURER

The Treasurer shall have the custody and control of the funds of the Association, subject to the action of the Board of Directors, and shall when requested by the Chair or Board, report the state of the finances of the Association at each meeting thereof. The Treasurer shall also perform such other services as the Board may require from time to time.

Section 1. Enumeration of Regional Representatives

There shall be four (4) Regional Representatives elected to the Board of Directors. The Four regions shall be as follows, Northeastern, Northwestern, Southeastern, and Southwestern. The regions shall be comprised of the area encompassed within the Counties so named by resolution of the Board of Directors.

Section 2. Nomination and Election of Regional Representatives

Each Regional representative shall be nominated and elected prior to each annual meeting by mail ballot by the voting and general membership of their respective region. They will be installed at each annual meeting.

Section 3. Term

The Regional representatives shall be elected annually, and each shall hold office for one year unless he/she shall resign sooner, or shall be removed or otherwise be disqualified to serve.

Section 4. Vacancies

A vacancy in any Regional Representative position may be filled by appointment by the Board of Directors. The Regional Representative appointed to such vacancy shall serve for the remainder of the term of the Regional Representative he/she replaced.

Section 5. Duties

The duties of the Regional Representative shall be as determined by the Board of Directors by duly adopted resolution.

Section 1. Nomination and Election of Student Representatives

There shall be one (1) Student Representative elected to the Board of Directors. Candidates for election shall be nominated from the student members of the Association. From such candidates a Student Representative shall be elected by mail ballot prior to each annual meeting by the student members of the Association. The Student Representative will be installed at each annual meeting.

Section 2. Term

The Student Representative shall be elected annually and shall hold office for one year unless he/she shall resign sooner or shall be removed or otherwise disqualified to serve.

Section 3. Vacancies

A vacancy in any Student Representative position may be filled by appointment by the Board of Directors. The Student Representative appointed to such vacancy shall serve for the remainder of the term of the Student Representative he/she replaced.

Section 4. Duties

The duties of the Student Representative shall be as determined by the Board of Directors by duly adopted resolution.

Section 1. Annual Meeting

The annual meetings of the Association shall be held in accordance with the Articles of Incorporation and these Bylaws and at which the voting members shall establish policy by resolution, may amend Bylaws, and may conduct such other business and activities that may come before it. The annual meeting shall be held at such time, date and place as may be designated by the Board of Directors.

Section 2. Special Meetings

All business and activities that may be conducted at an annual meeting may be conducted at a special meeting. Special meetings of the Board of Directors and the members may be called at any time by the Chairman of the Board of Directors, or upon written request of at least one half (1/2) of the Board of Directors.

Section 3. Notice of Meetings

Written notice of each meeting of the Board of Directors and members shall be given by mailing a copy of such notice at least 21 days before such meeting to each member, addressed to the member’s address last appearing on the books of the Association. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting, the purpose of the meeting.

Section 4. Quorum

A quorum at a meeting of the Board of Directors shall consist of more than one half of the Directors currently serving as duly designated Directors of the Association.

Section 5. Voting Required

The affirmative note of the majority of the Directors present and voting at the meeting in which a quorum is present shall be required for any act of the Directors.

Section 6. Proxies

At all meetings of the Board of Directors and voting and general membership, each such member may vote in person or by proxy. All proxies must be in writing and must be submitted to the Secretary for the meeting for which the proxy is to be included with the minutes of such meeting in the Association’s records.

Section 1. Bylaws and Articles of Incorporation

The original Bylaws and Articles of Incorporation amended to date, certified by the Secretary, shall be kept on file at a location selected by the Board of Directors, and shall be open to inspection by members at all reasonable times.

Section 2. Minutes of Meetings and Membership Register

The minutes of the Board of Directors and membership meetings, and the membership register shall be kept on file at a location selected by the Board of Directors and membership meetings, and the membership register shall be kept on file at a location selected by the Board of Directors and shall be open to inspection at any reasonable time upon written demand of any member for any purpose reasonably related to the interest of that member.

Section 3. Book of Accounts

The Book of Accounts shall be kept on file at a location selected by the Board of Directors, and shall be open to inspection by member’s at all reasonable times.

These Bylaws may be amended, at a regular or special meeting of the voting members, by a vote of a majority of the members present in person or by proxy. Any possible conflict between the Articles of Incorporation and the Bylaws shall be controlled by the Bylaws.

Section 1. Execution of Written Instruments

Contracts, Deeds, documents, and instruments shall be executed by the Chair or Vice Chair and shall be attested by the Secretary, unless the Board of Directors shall adopt a special resolution in a particular situation which designates a different procedure for their execution.

Section 2. Signing of Checks and Notes

Checks, notes, drafts, and demands for money shall be signed by at least two of the Officers who are from time to time designated by the Board of Directors.

I certify that the foregoing Bylaws of the COLORADO ASSOCIATION OF STORMWATER AND FLOODPLAIN MANAGERS, INC., A COLORADO NONPROFIT CORPORATION, were duly adopted on the ___ day of ____________, 19___.

Dated___________________
Secretary________________________