Action 22 By Laws

Printable PDF Action 22 By Laws March 2014

 ARTICLE I: NAME

The official name of this corporation shall be “Action 22”, Inc.”, an organization of individuals, organizations, businesses and governments in southern Colorado counties located east of the Continental Divide. The address of the principal office of the corporation is 503 N. Main, Suite 310, Pueblo, Colorado 81003.

ARTICLE II: MISSION

The mission of Action 22 is to give voice to citizens in Southern Colorado and serve as leader in shaping the future of Southern Colorado.

The objects and purpose of the organization shall be:

Section 1. To formulate, through careful analysis, policies, plans and programs for the development, improvement and general welfare of all Colorado territory within the following counties: Alamosa, Baca, Bent, Chaffee, Cheyenne, Conejos, Costilla, Crowley, Custer, El Paso, Fremont, Huerfano, Kiowa, Las Animas, Mineral, Saguache, Otero, Park, Prowers, Pueblo, Rio Grande, and Teller;

Section 2. To promote, develop and improve the Action 22 region through a harmonious relationship among its members;

Section 3. To support, encourage and model leadership organizations in the Action 22 region in order that they may work for the betterment of the region;

Section 4. To advance the commercial and economical interests of the Action 22 region, the general welfare and prosperity of its citizens and communities;

Section 5. To cooperate with other regional organizations including Club 20 and Progressive 15, where appropriate, to strengthen Action 22’s voice at state and national levels.

ARTICLE III: MEMBERSHIP

1. The membership of this organization shall be open to all those in or having interests in Southern Colorado upon agreement to support the mission of Action 22 and to pay dues annually in support of Action 22’s approved budget.

2. Membership shall be conditioned upon payment of dues as determined and prescribed in ARTICLE XII.

3. For the purposes of these Bylaws, the terms “County” or “Counties” shall mean all members, whether government, business, organization, or individual, located in, doing business in, or residing in one of the boundaries of a county named in Article II of these bylaws.

ARTICLE IV: MEETINGS OF MEMBERSHIP

1. Meetings: All meetings of the general membership shall be known as general meetings. At least one such meeting is to be held during each calendar year.   The Annual General Meeting shall be held in the Fall prior to the close of the calendar year. The place of conducting general membership meetings may be alternated among the counties.

2. Expenses: Members shall be responsible for their own expenses in attending meetings.

3. Matters of General Interest: Each county, through its members, shall present ideas and plans for the progressive development of Southern Colorado. Only matters of general interest to Southern Colorado shall be considered.

4. Quorum : 50% plus one (1) of the member counties shall constitute a quorum to transact business at any general meeting.

5. Special Meetings : A special meeting of the membership may be called by the Chairman of the Board or by the written request to the Secretary by the Directors of any seven (7) counties of the organization in good standing. Notice of the meeting shall be sent to all members in writing, either by facsimile, e-mail, or mail to the news media within the counties of Southern Colorado at least ten (10) days prior to the meeting.

6. Unsettled Questions: Any controversies or questions at issue shall be settled and determined within a space of time covered by three consecutive meetings; and if not then settled, a period of six (6) months shall ensue before the same question may again be presented.

ARTICLE V: VOTING AT BOARD MEETINGS

1. Each county in this organization shall be entitled to one vote through its three Directors.

 ARTICLE VI: AMENDMENTS

1. The Bylaws of the organization may be amended by a two-thirds (2/3) majority vote of the Board of Directors at any meeting.

2. Proposed bylaw amendment(s) shall be sent in writing by mail, facsimile or e-mail to board members at least fourteen (14) days prior to said meeting. Such proposed amendments shall also be made available at the organization’s office to any member upon request.

ARTICLE VII: BOARD OF DIRECTORS

1. General Powers: The property and affairs of the Corporation shall be conducted and managed by the Board of Directors; in addition to the powers expressly conferred upon it by these Bylaws, the Board of Directors may exercise all such other powers as are not by statute or by the Articles of Incorporation or by these Bylaws expressly reserved unto the members of the Corporation.

 

One County/One Vote: The Board of Directors shall consist of three directors for each member county with one vote per county. The Directors elected shall serve staggered terms as outlined in Article VII, Section 2.

Directors shall be elected by the members in each county at a caucus held in said county prior to September. Action 22 shall call such caucus meetings and invite in writing all members in said county, and such caucus shall be attended by the President and/or at least one officer. At such caucus, all members are entitled to vote on a director for that county.   Members are encouraged to elect directors keeping in mind the participation of public and private sector, and the participation of the different communities of that county.

Caucus meetings, with no elections, may be held from time to time on the call of the directors provided all members in said county are invited and given enough lead time to attend the caucus meeting. Caucus meetings are called for the purpose of keeping current members informed as to what is occurring in Action 22 and to obtain input on the county’s priorities and issues.

Associate Members:   Those members whose businesses and/or homes are located outside of the Action 22 territory, may caucus and elect up to three delegates to the board of directors.   The Associate Member category has one vote.

2. Qualifications of Directors: No person may serve as a director unless he or she holds a membership in Action 22, Inc.

Election and Tenure: All Directors for the counties of: Alamosa, Bent, Cheyenne, Costilla, Custer, Fremont, Kiowa, Mineral, Otero, Prowers, Rio Grande shall be elected and serve a term of two (2) years commencing on January 1 and each even year thereafter. Such term shall expire the 31st day of December of the even year following the year of election. The Directors for the counties of: Baca, Chaffee, Conejos, Crowley, El Paso, Huerfano, Las Animas, Saguache, Park, Pueblo, Teller shall be elected and serve a term of (2) years commencing January 1 and each odd year thereafter. Such term shall expire on the 31st of December of the odd year following the year of election.

When a vacancy occurs in the Board of Directors, the vacancy shall be filled at a special county caucus meeting called in the same manner as Article VII, Section 1 for regular elections. Action 22 members in good standing, residing in the county where the vacancy occurred, are eligible for election. The election shall be ratified by the Board of Directors at its next meeting.

3. Regular Meetings: Regular meetings of the Board of Directors may be held at such time and place as the Board of Directors may, from time to time, designate.

4. Special Meetings: Special meetings of the Board of Directors may be held whenever called by the Chairman of the Board or by seven (7) members of the Board at such time and place as shall be designated in the notice thereof. Notice of such meeting shall be given personally, faxed, e-mailed or mailed to each member of the Board at least three (3) working days before the day on which said meeting is to be held. A member of the board may waive such notice in writing before, at, after or by presence at and participation in the meeting.

5. Place of Meetings: The Board of Directors may hold its meetings at such place or places within or outside the state of Colorado as the Board may, from time to time, determine. Action 22, Inc., may have one or more offices at such place or places as the board of directors may determine. The official books and financial records will be kept at the office in Pueblo, Colorado, hereby designated as Action 22’s headquarters.

6. Quorum and Manner of Meetings: Except as otherwise provided by statute or by the Articles of Incorporation or by these Bylaws, 50% plus one of the member counties shall constitute a quorum for the transaction of business at any regular or special meeting of the Board; except that an official position of Action 22, Inc., requires a two-thirds vote of member counties present. In the absence of a quorum, a majority of the members present may, without notice other than announcement at the meeting, adjourn the meeting from time to time until a quorum is present.

7. Executive Committee: The Executive Committee shall consist of the Chairman of the Board, Chairman-elect, the Secretary, the Treasurer, the immediate past Chairman and the five regional Vice Chairs. The Executive Committee shall work in cooperation with the President/CEO on the organization’s management and operations of the Corporation. In between Board meetings, the Committee may assist the President/CEO in developing “policy statements” on established positions. The Executive Committee shall keep regular minutes, fax, e-mail or mail copies thereof, promptly after each meeting to all Board members.

8. Finance Committee:   The Finance Committee shall consist of the Treasurer acting as Chair and five members with at least one member possessing accounting credentials. The committee is charged with determining the frequency of external audits and reviews; budget planning, management and reporting; financial management; fiscal policies; loans and investments; and  general financial health of Action 22.

 9. Special Board Appointees:   The Chairman of the Board may appoint up to five (5) members to The Board of Directors who shall serve as advisors to the organization for a term that shall not exceed the term of office of the Chairman of the Board; except that nothing herein shall prohibit a successor chair from reappointing an advisor appointee for a successive term under the new chair. One of the appointees will represent the membership outside the Action 22 area.

10. Informal Action by Directors: Whenever, in the judgment of the Executive Committee, an issue needs to be resolved expeditiously, and it is not expedient to convene a meeting of the Board of Directors or the executive committee, a poll by phone, express mail, e-mail or facsimile of the Board of Directors may be taken. The poll must clearly state the issue and what action would be taken if approved. Any issue decided in this manner shall have the same force and effect as a decision adopted by the Board of Directors at a meeting of such Board. The results of a poll conducted pursuant to this section shall be reported to all members of the Board or Executive Committee in writing by mail, facsimile or e-mail.

11. Removal of a Director: A Director may be removed from serving as a director by the Membership Caucus in the respective county for the following reasons:

      1. Absence from two or more Board meetings within a 12-month period.
      2. Conviction of a felony crime.

No person shall be disqualified from or removed from membership of office for exercise of constitutionally protected rights.

A two-thirds vote (2/3) is required by the membership at a caucus meeting to remove a director.

 ARTICLE VIII: ELECTED OFFICERS

1. Designation: The elected officers of the Corporation shall be a Chairman of the Board, a Chairman-elect, one Regional Vice Chairman for each of the five (5) regions, a Secretary, and a Treasurer. The Chairman of the Board and other officers shall be elected by the members of the Board of Directors. The Regional Vice Chairmen are elected by the directors in their respective regions. The Executive Committee may appoint an Assistant Treasurer as deemed necessary. Other Assistant Officer positions may be appointed by the Board of Directors as necessary. Assistant Officer positions may act in place of the elected officer in the event the officer is unavailable and may assist the officer with the performance of duties as requested.

2. Planning/Management Regions: The member counties of Action 22 shall be organized into the following regions: San Luis Valley Region = Saguache, Mineral, Rio Grande, Alamosa, Conejos and Costilla. Upper Arkansas Valley Region = Chaffee, Fremont, Custer and Pueblo. North Front Range Region = Park, Teller and El Paso. South Front Range Region = Huerfano, Las Animas, Crowley and Otero. Lower Arkansas Valley Region = Cheyenne, Kiowa, Bent, Prowers and Baca.

3. Nominations: Nominations for Chairman of the Board, Chairman-elect, Secretary and Treasurer shall be made by an “Officers Nominating Committee” of five (5) members, including two (2) past Chairmen, if available, as appointed by the Chairman with the approval of the Board of Directors not later than August 1 of each year.   Any Director may nominate any eligible person for any of such offices on or before the Board meeting at which the election occurs. Regional Vice Chairmen shall be nominated and elected by the Directors of the counties in each Region at the Fall Meeting at which Officer elections occur.

Tenure: Each officer so elected at the Fall election shall take office January 1 and serve for a period of one (1) year. Said officers are qualified to be re-elected by the Board of Directors.

4. Resignation, Removal and Vacancies: Any officer may resign at any time by giving written notice thereof to the Board of Directors or to the Chairman of the Board. Such resignation shall take effect on the date specified therein and no acceptance of the same shall be necessary. Any officer vacancy that may occur on the board shall be filled by the Board of Directors. The person appointed to a vacancy shall fill the entire remaining unexpired term of the person he or she succeeds.

5. Chairman of the Board: The Chairman of the Board shall preside at all meetings of the Board of Directors, and shall have general and active management of the affairs of the Corporation.   The Chairman shall see that all orders and resolutions of the Board are carried into effect and in general shall perform all duties as may, from time to time, be assigned to the Chairman by the Board. The Chairman shall have the right to vote on any committee or sub-committee except on the Nominating Committee.

6. Chairman-elect: In the absence or disability of the Chairman of the Board, the Chairman-elect shall perform all of the duties of the Chairman. The Chairman-elect shall utilize the year to become familiar with all of the duties and responsibilities, which must be accomplished by the Chairman.   Upon completion of his or her term, the chair-elect shall become chairman of Action 22. The chair-elect shall also perform such other duties as the Board of Directors, the executive committee or the chairman may, from time to time, assign to the chair-elect.

7. Regional Vice Chairmen: In the absence or inability of the Chairman and Chairman-elect, a Regional Vice Chairman as designated by the Board of Directors, shall have all the powers and perform all of the duties of the Chairman. If no Regional Vice Chairman is named, one shall be appointed automatically in alphabetical order by name of region.

When a Regional Vice Chairman is unable to attend an Executive Committee Meeting, he or she shall appoint a Director from his or her region who shall have full authority to act in the name of the Regional Vice-Chairman. In those situations where a Regional Vice-Chairman is unable to obtain a director from his/her own region to represent him or her at an Executive Committee meeting, he or she may request the Chairman to appoint a member in good standing from that region with full voting power for the Regional Vice Chairman.

8. Secretary: The Secretary shall record the official minutes from meetings of the Corporation and distribute them to the Board of Directors and perform any other duties usually pertaining to such office.

9. Treasurer: The Treasurer shall make, at minimum, quarterly financial reports to the Board of Directors. He/she shall serve as the Chair of the Finance Committee, provide oversight of the organization’s financial system and perform any other duties usually pertaining to such office.

10. Salaries: All elected officers shall serve without compensation.

 ARTICLE IX: APPOINTED OFFICERS, AGENTS

1. Designation: The President and/or agents of Action 22, inc., shall be appointed by the Chairman of the Board, with the approval of the Board of Directors, under conditions of duties, terms and compensation as may be decided by the Board.

2. President: The President, subject to the direction of the Chairman and of the Board, shall be Chief Executive Officer (CEO) of the Corporation, perform all administrative duties, attend the meetings of the Corporation and of the Board and as far as possible, attend all meetings of the committees of the Corporation, supervise all publications of the Corporation, cause a proper system of accounts to be kept of all moneys received and disbursed by the Corporation, make an accounting thereof to the Board at each regular meeting, and perform such other duties as shall be assigned by the Chairman, the Board or the Executive Committee. As President/CEO, he or she shall employ and may terminate the employment of the members of the staff he or she may determine necessary to carry on the work of Action 22. He or she shall give such bond as may be required by the Board. The President or his or her appointee shall be ex-officio, the Secretary of all the councils and committees of the Corporation.

3. Appointed President, Committees and Agents: Subject to the appointment of the President/CEO or agents as outlined in Article IX, Section 1, such President, agents or committees or any committee created and appointed as provided by these bylaws shall have such authority and perform such duties as are provided in these Bylaws or as the Chairman of the Board may, from time to time, determine with the approval of the Board.

ARTICLE X: COMMITTEES

1. Committees: The Committees of Action 22 shall be established by the Board of Directors as necessary to meet the mission and goals of the organization. Committee Chairmen may create sub-committees as needed with the approval of the committee membership.

2. Members of Committees shall be members of Action 22, Inc., who are in good standing. The committee chairman shall make every effort to include and maintain a wide representation of members including varying types of business, governmental, individual memberships from various geographic locations.

3. The meetings of each Standing Committee shall be held upon call of its Chairman. The chairman of each of the committees shall be annually appointed by the Executive Committee. Each county shall caucus and submit one (1) vote at any of the committee meetings.

4.   No Committee, or member of a Committee or Chairman of a Committee, shall have authority to issue reports of such Committee publicly or to state the position of the committee on any subject without the prior approval of the Board or the Executive Committee.

5. Committee decisions constitute only a recommendation to the Board of Directors, not corporate policy. No resolution or policy statement may be considered by the Board unless Directors have had copies at least 7 business days prior to a Board meeting, except by special approval from the Chairman of the Board.

ARTICLE XI: EXECUTION OF CONTRACTS, LOANS, CONVEYANCES OF PROPERTY, ETC.

1. Execution of Contracts: Except as otherwise provided herein by these Bylaws, The Board of Directors may authorize any officer or officers or agent or agents 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 limited to specific instances and, unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to render it liable for any purpose or in any amount.

2. Loans: No loans shall be contracted for, extended, made or obtained on behalf of the Corporation and no negotiable papers shall be issued in its name, unless authorized by the Board of Directors. When so authorized, any officer or agent of the Corporation may effect loans and advances at any time for the Corporation from any bank, trust company or other institution or from any firm, corporation or individual, and for such loans and advances, may make, execute and deliver promissory notes or other evidences of indebtedness of the Corporation; and when authorized as aforesaid, as security for the payment of any and all loans, advances, indebtedness, and liabilities of the Corporation may mortgage, pledge or otherwise transfer said property. Such authority may be general or limited to specific instances.

3. Checks, Notes and Conveyances of Property: All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness, and conveyances of real or personal property issued in the name of the Corporation shall be signed by such person or persons and in such manner as shall, from time to time, be determined by resolution of the Board of Directors.

4. Deposits: All funds of the Corporation shall be deposited to the credit of the Corporation under such conditions and in such banks, trust companies or other depositories as the Board of Directors may designate or as may be designated by any officer or officers or agent or agents of the Corporation to whom such power may, from time to time, be delegated by the Board of Directors, and for the purposes of such deposit any person or persons to whom such power is so delegated may endorse, assign and deliver checks, drafts, and other orders for the payment of money which are payable to the order of the Corporation.

5. Gifts: The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.

 ARTICLE XII: DUES

 1. Membership: Dues shall be determined and prescribed by the Board as necessary. Membership dues shall be at such rate or rates, schedules or formulas as may be prescribed by the Board of Directors from time to time. Membership dues, once paid, are not refundable. Membership dues are payable annually in January of each year.

2. Membership in good standing: Members in good standing are those members with dues paid in full and who or which are committed to the mission of Action 22.

3. Termination: Membership in Action 22 may terminate by death, voluntary withdrawal or otherwise pursuant to these bylaws. All rights, privileges and interests of a member of Action 22 shall cease on the date of termination of membership.

4. Delinquency and Expulsion.   The membership of any members may be cancelled is such member fails to pay its, his or her dues within three months (90 days) after the due date.

 ARTICLE XIII: EXEMPT ORGANIZATIONS

Action 22 is organized exclusively for a common business interest, the purpose of which is to promote such common business interest and not to engage in a regular business of a kind ordinarily carried on for profit.

 ARTICLE XIV: NET EARNING

 No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers, or private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. Notwithstanding any other provision of these Bylaws, the corporation shall not carry on any other activities not permitted by a corporation exempt from Federal Income Tax under Section 501 (c) (6) of the Internal Revenue Code (or corresponding provisions of any future United States Internal Revenue Law.

 ARTICLE XV: MISCELLANEOUS

1. Seal: The seal of the Corporation shall be such form as shall be approved by the Board of

2. Fiscal Year: The fiscal year of the Corporation shall begin at January 1, at 12:01 a.m.

3. Indemnification of Officers and Directors: The Corporation shall indemnify each Director or officer of the Corporation and any of its subsidiaries, now or hereafter a Director or officer, his or her heirs, executors and administrators, against all costs, expenses and liabilities, including settlements approved by the Board of Directors, reasonably incurred or imposed upon him or her in connection with or resulting from any action, suit or proceeding or the settlement or compromise thereof, prior to final adjudication, to which he or she is, or may be, made a party by reason of his or her being, or having been, a Director or officer of the Corporation, or any of its subsidiaries, except in relation to matters as to which he or she is finally adjudged in such action, suit or proceeding to have been derelict in the performance of his or her duty as such Director or Officer. The right of indemnification herein provided shall not be exclusive of other rights to which such officer or Director may be entitled as a matter of law.

4. Rules:   All meetings of the members of the corporation, of its Board of Directors and of the committees and subcommittees shall be governed by Robert’s Rules of Order Revised.

5. Influence: Action 22 shall be non-profit, non-partisan and non-sectarian and shall take no part in or lend its influence as an organization to any candidate for political office in the city, county, state or nation. Action 22, inc., may, however, sponsor candidate forums at which all candidates for a political office or representing political issues, regardless of political affiliation, are invited to participate, and which forums are for the purpose of allowing Action 22, inc., members to become familiar with such candidates and political issues.

Except as amended by this or any other duly adopted amendment, the Bylaws of Action 22, Inc., shall remain in full force and effect as originally enacted.

 

 

Amended and Adopted this 15TH DAY OF SEPTEMBER, 2000

Amended and Adopted this 14th DAY OF SEPTEMBER, 2001

Amended and Adopted this 13th DAY OF SEPTEMBER, 2002

Amended and Adopted this 6th DAY OF JUNE, 2003.

Amended and Adopted this 12th DAY OF SEPTEMBER, 2003.

Amended and Adopted this 14th DAY OF NOVEMBER, 2003.

Amended and Adopted this 4th DAY OF AUGUST, 2006

Amended and Adopted this 7th DAY OF NOVEMBER, 2008.

Amended and Adopted this 24th DAY OF APRIL, 2009

Amended and Adopted this 23rd DAY OF NOVEMBER, 2009.

Amended and Adopted this 27th DAY OF AUGUST 2013.

Amended and Adopted this 25th DAY OF MARCH 2014.