AMENDED BY-LAWS OF THE
ARMENIANS OF COLORADO, INC.
ARTICLE I OFFICES
The organization shall be known as Armenians Of Colorado, Inc. (AOC). The principal office of the corporation shall be located at 1373 Grant Street, Denver, Colorado 80201 and shall have a mailing address as P.O Box 13854, . (? No street address – Sona) Denver, CO 80202.
MISSION AND PURPOSE STATEMENT
Armenians of Colorado, Inc. is a 501(c)(3) non-profit, volunteer driven cultural organization. Its purpose is to foster a cohesive, Armenian community and to further the understanding of Armenian history, culture, language, and customs within the community and to the general public. AOC actively supports issues and concerns of the Armenian-American community here in Colorado, as well as those identified within the Armenian Diaspora communities throughout the world. Armenians of Colorado sponsors various events and programs throughout the year.
AOC is committed to providing an environment that is free from discrimination.
AOC does not and shall not discriminate on the basis of race, color, religion (creed), ethnicity, gender, gender expression, sexual orientation, age, national origin (ancestry), marital status, disability, military obligation or veteran status, in any of its activities or operations.
ARTICLE III MEMBERS
Section 1. Membership Qualifications:
- Any person of Armenian descent and/or their spouses.
- Any other individuals/parties interested in the stated purpose of the organization.
- Individuals must be over eighteen (18) years of age.
Section 2. Selection of Members: Each membership candidate requires the approval of the Board of Directors.
Section 3. Voting Rights: Each full member in good standing (i.e., those members who have fully paid their assessed dues for the calendar year) shall be entitled to one vote on each matter submitted to a vote of the community members.
Section 4. Membership Dues: Annual dues payable to the corporation by all members, will be in such amount(s) as may be determined from time to time by resolution of The Board of Directors. The initial annual dues shall be payable and submitted in full with the application for membership. Membership renewal dues will be payable in advance by the end of February of each calendar year. Membership dues are not refundable, unless decided by the board otherwise for a specific situation. (Are contributions above and beyond the dues considered donations? Will the donor receive a receipt?)Additional contributions by businesses or individuals for committee activities or for the general use will be more than welcome.
Section 5. Termination of Membership: The Board of Directors, by affirmative vote of simple majority of all of the members of the Board, may suspend or expel a member for cause after an appropriate hearing.
Section 6. Resignation: Any member may resign by filing a written resignation with the secretary of the Board of Directors, but such a resignation shall not relieve the member so resigning of the obligation to pay any assessments, or other charges theretofore accrued and unpaid.
Section 7. Reinstatement: Upon written request signed by a former member and filed with the Secretary, the Board of Directors, by the affirmative vote of the simple majority of the members of the Board, may reinstate such former member to membership on such terms as the Board of Directors may deem appropriate.
Section 8. Transfer of Membership: Membership in this corporation is not transferable or assignable.
MEETINGS OF MEMBERS
Section 1. Annual General Meeting: An annual general meeting of the members shall be held in January at the principle office of the corporation or at such other place as the Directors may determine, for the purpose of electing directors and for the transaction of such other business as may come before the meeting.
Sections 2. Special Meetings: Special meetings of the community members may be called by the President, the Board of Directors, or not less than one-third (1/3) of the members having voting rights, at a place designated by the Board of Directors. If no designation is made, the place of meeting shall be the principal office of the corporation.
Section 3. Notice of Meetings: Written communication (e-communication or hard copy/printed, (we can spell out as we know what tools we are using)(we can say: written communication in one or more forms such as text, email, print or social media – Sona) will be provided stating the place, day, and hour of any meeting to each member entitled to vote at such meeting, not less than two (2) weeks before the date of such meeting, by or at the direction of the President, or the Secretary, or the offices or persons calling the meeting. In case of a special meeting or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of the meeting shall be deemed to be delivered when deposited in the United States mail and addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid.
Section 4. Quorum: Members holding one-third (1/3) of the votes that may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is present, members can vote by affirmative vote of simple majority. If a quorum is not present at any meeting of members, a majority of the members present with voting rights may adjourn the meeting from time to time without further notice.
Section 6. Voting by Mail: In the event that a quorum is not present at any membership meeting, any election planned for such meeting may be conducted by mail and ballots will be sent to all full members for voting. May be we should add a language for online voting here, what do you think?(Sona) – Agree, more likely we will do electronic voting, we better have an updated method and language. (Tatevik) (agree- Sona)
ARTICLE V BOARD OF DIRECTORS
Section 1. General Powers: The affairs of the corporation shall be managed by its Board of Directors.
Section 2. Number, Tenure and Qualifications: The number of Directors shall be not less than seven (7). Directors shall be elected at the annual meeting of members, and the term of office shall be as follows:
- Three (3) people shall be elected for a two (2) year minimum term to be elected in odd numbered years.
- Four (4) people for a two (2) year minimum term to be elected in even numbered years.
- One (1) year as a full paid member is required for qualification to any AOC Board of Directors position.
- Exceptions for above requirements can be made by the Board of Directors as needed. ( if “d” applies for all three sections otherwise “c” and “d” should be combined) I would leave as it is to give the board broader flexibility (Tatevik) (OK- Sona)
The Board of Directors will serve the corporation free of compensation except for direct expenses incurred in carrying out their duties.
Section 3. Regular Meetings: A regular meeting of the Board of Directors shall be held without any other notice than this Bylaw, immediately after, and at the same place as, the annual meeting of members. In addition, regular meetings of the Board of Directors will be held at least quarterly.
Section 4. Special Meetings: Special meetings of the Board of Directors, additional to the quarterly meetings, may be called by the President with the consent of any two Board members and shall be held at the principal office of the corporation or at such other places as the Directors may determine.
Section 5. Notice: Notice of any special meeting of the Board of Directors shall be given at least 3-5 days in advance by written notice (electronic or hard copy/ printed) to each Director.
The attendance of a Director at a meeting shall constitute a waiver of notice of such a meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.
Section 6. Quorum: A simple majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. In the event, less than a simple majority of the Directors are present at any meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 7. Board Decisions: Where said quorum is present, a simple majority of the Directors present, shall constitute the affirmative vote necessary to pass a motion. Votes can be count with simple majority when quorum is present. It will be presented to absent board members and the vote/decision can be tabled if there are valid subjections.
(subjections or objections ?? – Sona)
Section 8. Vacancies: Any vacancy occurring on the Board of Directors will be filled by majority vote of the Board. Such new Director who fills such vacancy will serve for the unexpired term of the predecessor in office. To fulfill a vacancy, any member of the Board of Directors may nominate a candidate, provided that such person meets the requirement under Article V, Section 2c.
Section 9. Attendance: Any Director who is absent without excuse from two consecutive scheduled meetings will be deemed to have resigned from the Board of Directors.
ARTICLE VI OFFICERS
Section 1. Officers: Any member of the Board of Directors is eligible to serve as an Officer. The officers of the corporation shall be a President, Vice President, Secretary, and Treasurer.
Section 2. Election and Term of Office: The officers of the corporation shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. Each of the officers of the corporation will be elected and will remain in office until a successor to such office is elected and qualified.
Section 3. Resignation/Removal: Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors, with simple majority vote, whenever in its judgment the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. However, resignation or removal as an officer is not equivalent to removal from the Board of Directors. (For example, an officer (Secretary, Treasurer, Vice-president can resign from their position but stay on the Board and continue as a Director).
Section 4. Vacancies: A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled in the Board of Directors for the unexpired portion of the term.
Section 5. Powers and Duties: The several officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the Board of Directors. In the absence of such specifications each officer shall have the powers and authority and shall perform and discharge the duties of officers of the same title serving in non-profit corporations having the same or similar general purposes and objectives as this corporation.
Add responsibilities for each officer. Short summary
Every board member and officer is expected to fulfill their responsibilities with the utmost integrity and for the good of the community. All responsibilities to the board members and the officers will be assigned during the board meetings. Responsibilities will differ from time to time, and will depend on community needs. (Byzand)
ARTICLE VII COMMITTEES
Section 1. Committees of Directors: The Board of Directors, by resolution adopted by majority of the Directors in office, may designate one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation, but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on it or him by law.
Section 2. Other Committees: Other committees not having and exercising the authority of the Board of Directors and the management of the corporation may be designated by resolution adopted by a majority of Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall include a minimum of one (1) Director officer to participate as a committee member, but not as chairman. The chairman of these committees shall be appointed by the President for a period of time not to exceed one (1) year. The President shall fully describe the scope of the committee’s responsibility and charge the committee chairman to carry out the assignment. The committee chairman is responsible to the President of the corporation; the President is an ex-officio member of all such committees.
CONTRACTS, CHECKS, DEPOSITS, AND GIFTS
Section 1. Contracts and Leases: The Board of Directors may authorize the President and Secretary of the corporation 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 may be confined to specific instances.
Section 2. Checks, Drafts or Orders: All checks, drafts or orders for payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by a designated Officer of the corporation.
Section 3. Deposits: All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select. Savings account transactions of the corporation will be handled by the Treasurer, the Vice President, and the President and one designated member of the Board of Directors, of which only two are required for withdrawal purposes as designated by the Board. , of which the Board will designate two Officers for withdrawal purposes. Board will define a designee for withdrawal purposes. (Sona)
Section 4. Expenditures:
- Non-Fundraising Expenditures: An expenditure of the organization for a non-fundraising event in excess of Five Thousand Dollars ($5,000.00) shall be approved by vote of the paid membership (what can we say to make it clear this – approved by vote of community members eligible to vote-Sona). Will work with Emily on the wording (Tatevik) prior to commitment of funds. An expenditure for a non-fundraising event between five hundred dollars ($500.00) and five thousand dollars ($5,000.00) shall be approved by the Board of Directors prior to any commitment of funds. An expenditure for a non-fundraising event up to five hundred dollars ($500.00) can be committed by the Board of Directors, any officer, or committee in the execution of any responsibility imposed upon such person or group by the corporation. Any such expenditure is subject to any and all other limitations set forth elsewhere in these Bylaws.
- Fundraising Event Expenditures: Any expenditure of the corporation in excess of fifteen thousand dollars ($15,000.00) for those events specifically designed to raise funds for the organization, shall be approved by vote of the full (*paid) membership prior to the commitment of funds.
- The Board will define who has access to expenditures. Will be noted in the minutes. Pre-approved, out-of-pocket purchases with reimbursement.
ARTICLE IX BOOKS AND RECORDS
Section 1. Corporation Records: The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having and exercising any of the authority of the Board of Directors and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
Section 2. Financial Statements: The financial statements of the corporation shall be compiled by the Treasurer or an outside accounting firm on a yearly basis prior to the annual membership meeting. A report as to the compilation shall be presented to the general membership at the annual meeting.
BIABILITY ? OR DISSOLUTION
Upon the dissolution of the corporation and after payment of all liabilities of the corporation, the officers of the Board of Directors shall dispose of all the assets of the corporation to organizations that are qualified as tax-exempt organization under section 501(c)(3) of the Internal Revenue Code.
The fiscal year of the corporation shall begin on the first day of January in each year and end on the thirty first day of December of the following year.
ARTICLE XI AMENDMENT OF BYLAWS
These Bylaws may be alerted, amended, or repealed, and new Bylaws may be adopted by a majority vote of the membership at any regular or special meeting provided written notice of the proposed amendment has been submitted to the membership at least thirty
(30) days prior to the meeting.
These AMENDED BYLAWS adopted, updated and approved by the Board. Of Directors, (of Directors this fourteenth day of April, 2020) do we need this part?