Friends of the Longmont Youth Center is a not-for-profit 501(c)3 organization incorporated under Colorado state statutes. Here are its bylaws.
ARTICLE I: Name
The name of the corporation (hereinafter referred to as "The Friends") shall be Friends of Longmont Youth Center.
ARTICLE II: Purpose
The purpose of The Friends shall be to support Longmont Youth Center and its programs by (i) fostering interest in, and promoting, the activities of Longmont Youth Center; (ii) improving the social conditions of youth in the community; (iii) voluntarily rendering financial or other assistance to youth served by Longmont Youth Center; (iv) raising, receiving or otherwise acquiring revenues and gifts, which are to used in a manner which will facilitate the activities of Longmont Youth Center; and (v) functioning in such other capacities as may be permitted by law.
ARTICLE III: Principal Office
The principal office and place of business of The Friends shall be at 1050 Lashley Street, Longmont, Colorado, or at such other location as the Board of Directors may from time to time determine. Additional offices and places of business may be established from time to time by resolution of the Board of Directors.
ARTICLE IV: Membership
Section 1. Qualifications
Any person, business or service organization whose interests, goals, or focus is consistent with the purposes of The Friends, by payment of an annual contribution or a donation, shall be a member. A business or service organization may designate an individual from their business or organization as the voting member of The Friends.
Section 2. Voting
Each membership shall be entitled to one vote.
Section 3. Annual Membership Meeting
The Friends shall hold its annual membership meeting at its principal office, the Longmont Youth Center. Said meeting shall be held during the first half of the fiscal year. The fiscal year is January 1 through December 31. At the annual meeting members of the Board of Directors will be elected and such other business as may come before the members will be executed.
Section 4. Board of Directors' Meetings
Meetings of the Board of Directors will be held at least three times during the fiscal year.
Section 5. Special Meetings
Special meetings of the members of the Board of Directors may be called for a stated purpose by the President or the Vice President and at least one other member of the Board.
Section 6. Notice of Meetings
Timely notice of all meetings must be given. Notice may be verbal or written. The notice of all meetings shall state the place, day and hour of said meeting.
Section 7. Quorum
A quorum for the purpose of voting at the annual meeting shall be 10 members. A quorum for the purpose of voting at Board meetings shall be 51% of the Board members.
ARTICLE V: Board of Directors
Section 1. Powers of Directors
The business, affairs, and property of The Friends shall be governed by the Board of Directors. The Board of Directors may exercise all powers accorded by law to The Friends to carry out The Friends' business.
Section 2. Qualifications
The Board of Directors of The Friends shall consist of seven (7) to eleven (11) members. One director or appointed staff member shall be a member of Longmont Youth Center, and shall be a non-voting member. There shall be one member from the Youth Services Advisory Board, and shall be deemed a voting member of the Board in all general business of the Board. It shall be understood that if any member of the Board deems any issue in front of the Board to be a conflict of interest as it relates to their other positions in the community, they shall not vote on that specific issue.
Section 3. Election and Tenure of Directors
A nominating committee of three members, to include at least one current Board member, will be appointed by the President prior to the annual meeting. The nominating committee will meet and select a slate of candidates for the Board that is not less than the number of directors subject to election whose terms are due to expire, plus the number of vacancies on the Board of Directors that have not previously been filled. No member shall be nominated without his or her consent. The Secretary will give written notification of the candidates to the membership prior to the next annual meeting. Nominations may also be made from the floor for Board positions. Nominees from the floor will need to prove their eligibility for office and willingness to serve. Board members will be elected for three-year terms. At the first annual meeting after incorporation only, three (3) members will be elected for three-year terms, two (2) for two-year terms and two (2) for one-year terms. If one (1) to four (4) additional Board members are elected at the first annual meeting after incorporation only, their length of terms shall be evenly distributed between the two-year, one-year, and three-year terms, respectively. The new Board members will take office at the first Board meeting following the annual meeting.
Section 4. Tenure of Officers
Officers of the Board of Directors shall consist of the duly elected President, Vice President, Secretary, and Treasurer. The offices of Secretary and Treasurer my be held by one person. These officers shall be elected by the newly elected Board at the first Board meeting following the annual meeting. At the first Board meeting after incorporation only, the President and Treasurer shall be elected for a term of two (2) years, and the Vice President and Secretary shall be elected for a term of one (1) year. Hereafter, the officers shall be elected for a term of two (2) years. A director who has completed two full terms, will not be eligible for re-election until one (1) year has elapsed.
Section 5. Duties of Officers
The officers of The Friends shall perform the duties set forth below, and any additional duties assigned to them by the Board of Directors.
Section 5a. President: The President shall call meetings to order and act as chairperson of such meetings. The President shall also assign all committee chairs.
Section 5b. Vice President: The Vice President will take over the duties of the President in the absence of the President. If the President is unable to complete his or her term of office the Vice President shall become President until the next annual meeting.
Section 5c. Secretary: The Secretary shall see that notices are given of all Board and membership meetings and shall attend all such meetings, keeping a record of the proceedings. The Secretary shall perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to that office by the Board of Directors or the President. The Secretary shall keep the membership lists current. In the absence of both the President and Vice President, the Secretary shall call the meeting to order and a chairperson will be appointed.
Section 5d. Treasurer: The Treasurer shall have charge and custody of all funds and securities of The Friends, including the annual membership contributions or donations, and shall deposit all such funds in the name of The Friends in such banks or other depositories as shall be selected by the Board of Directors. The Treasurer shall perform all of the duties as from time to time may be assigned to the Treasurer by the Board of Directors or the President.
Section 6. Removal
Any member of the Board of Directors may be removed from office for cause by a vote of two-thirds (2/3) of the voting membership of The Friends. Such cause will include failure to notify the presiding officer of three (3) absences from meetings during a fiscal year.
Section 7. Vacancies
Whenever any vacancy occurs in the Board of Directors by death, resignation, or otherwise, it shall be filled without undue delay by a majority vote of the remaining members of the Board at a special meeting which shall be called for that purpose. A director appointed to fill a vacancy shall complete the term resulting from the vacancy. Thereafter he or she shall be eligible for election to a full term.
ARTICLE VI: Committees
The Board of Directors shall appoint such standing committees and ad hoc committees as may be needed.
ARTICLE VII: Contracts, Deposits and Funds
Section 1. Contracts
The Board of Directors may authorize any officer or officers to enter into contracts or to execute any instrument on behalf of The Friends.
Section 2. Checks
All checks or other evidence of indebtedness issued in the name of The Friends shall be signed by the Treasurer or the President (or the Vice-President in absence of the President). No funds of The Friends shall be disbursed without the authority of the Board of Directors, except that amounts not to exceed the aggregate sum of $150.00 between Board meetings may be disbursed by the Treasurer for operating expenses of The Friends.
Section 3. Deposits
All funds of The Friends not expended or turned over to Longmont Youth Center shall be deposited in The Friends' account in a bank or banks selected by the Board of Directors.
Section 4. Fiscal Year
The fiscal year of The Friends shall begin on January 1 of each year and shall end on December 31 of the same year.
Section 5. Use of Funds
All funds, securities, and other assets received by The Friends shall be used on behalf of Longmont Youth Center, except for amounts necessary to pay the operating expenses of The Friends.
Section 6. Annual Budget
The Board of Directors, with the assistance of the Youth Center Director, shall develop an annual budget by the end of September for each fiscal year. Said annual budget may be modified throughout the year as necessary.
Section 7. Auditing of Books
The Board of Directors shall cause an audit to be conducted annually of the books of The Friends kept by the Treasurer. Said audit shall include, but not be limited to, the process used in keeping the books, the accuracy of the books, and the appropriateness of expenditures, and shall be conducted in accordance with the standards used by the Treasurer.
Section 8. Dissolution
In the event of dissolution or other termination of The Friends, any assets remaining after all debts of The Friends have been paid shall be turned over to Longmont Youth Center.
Section 9. Designated Funds
The Friends may, upon the vote of the Board of Directors, accept monetary gifts or bequests for specific purposes designed by the donor or donors. The Friends may enter into an agreement with the donor or donors governing the use of such gifts or bequests. Such gifts or bequests, if accepted, shall be placed in a separate account and used in accordance with the purposes designated by the donor or donors, or if The Friends has entered into an agreement with the donor or donors, in accordance with such agreement.
ARTICLE VIII: Amendments
All Bylaws of The Friends shall be subject to alteration, amendment or repeal by the affirmative vote of 51% of the membership present at the annual meeting. New Bylaws may be added by the affirmative vote of 51% of the membership present at the annual meeting.
ARTICLE IX: Parliamentary Authority
All meetings shall be conducted according to Roberts' Rules of Order, Revised, except when in conflict with these Bylaws or with the laws of the State of Colorado.
ARTICLE X: Indemnification
Section 1. Third Party Actions
The Friends shall indemnify any person what was or is a party or is threatened to be made a party to any threatened, pending, or completed actions, suit or proceeding, whether civic, criminal, administrative, or investigative (other than an action by or in the right of The Friends), by reason of the fact that such person is or was a director, officer or employee of The Friends, against expenses (including attorneys' fees), judgment, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of The Friends and, with respect to any criminal action or proceeding by judgment, order, settlement, or conviction or upon a pleas of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in the best interests of The Friends and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.