Denver Press Club Bylaws
BYLAWS OF THE DENVER PRESS CLUB and PRESS BENEVOLENT ASSOCIATION
1.1 Principal Office.
The principal office of the corporation initially shall be at 1330 Glenarm, Denver, Colorado 80204. The corporation may keep and maintain such other offices, either within or outside the State of Colorado, as the board of directors may designate or as the business of the corporation may require from time to time.
1.2 Registered Office.
The corporation shall have and continuously maintain in the State of Colorado a registered office and a registered agent whose business office is identical with such registered office. The initial registered office and the initial registered agent are specified in the articles of incorporation. The corporation may change its registered office or change its registered agent, or both, upon filing a statement in the office of the Secretary of State of Colorado, or by otherwise complying with Colorado law as it may apply from time to time.
2.1 Criteria and Procedures for Membership.
The corporation shall have forms or classifications of membership as prescribed by the board of directors.
2.2 Consideration for Membership.
Application for membership shall be made in the manner prescribed by the board of directors. All applicants for membership shall be presented to the board of directors for consideration. Investigation of the applicant for membership shall be in accordance with rules prescribed by the board of directors. Admission to membership shall be by vote of the board of directors. In order to become a member of the corporation, and to remain a member in good standing, applicants shall be required to pay annual fees.
2.3 Rights of Members.
- 2.3,1 General. Unless otherwise provided by law or the articles of incorporation, and except for voting rights, all members, including voting members, shall have the same rights with respect to all matters involving the corporation.
- 2.3,2 Voting Rights. Unless otherwise provided by law or the articles of incorporation, voting rights as members shall be vested in all forms of membership. Those with corporate memberships may designate one person in their company as the active voting member.
2.4 Transfer of Membership.
Membership in the corporation is not transferable or assignable.
2.5 Purchase of Membership.
The corporation shall not purchase the membership of a member who resigns or whose membership is terminated.
A member may resign at any time by providing a written resignation to the board of directors. Resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation.
Expulsion or Suspension. No member may be expelled or suspended and no membership may be terminated or suspended except in accordance with this Section 2.7. If a member fails to pay his annual fee or fails to conduct himself in a manner appropriate for members of the corporation (as determined by the board), then the board shall provide such member with at least fifteen days prior written notice of the member’s proposed expulsion, suspension or termination and the reasons therefor. The member shall have an opportunity to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension or termination by the board, which is hereby authorized to decide that the proposed action not take place. Written notice must be given by first-class or certified mail sent to the last address of the member shown on the corporation’s records. Any proceeding challenging an expulsion, suspension or termination (including a proceeding in which defective notice is alleged) must be commenced within one year after the effective date of the expulsion, suspension or termination. Any member expelled or suspended shall be liable to the corporation for dues, assessments or fees incurred or commitments made prior to expulsion.
- 2.7,1 Change of Status. Members who have previously qualified for discounted membership dues levels shall notify the board of directors of any change in occupation, residency or life status that disqualifies them from that discount.
2.8 Limitations on Use of Membership List.
Unless the board gives its consent, the corporation’s membership list or any part thereof may not be: (i) obtained or used by any person for any purpose unrelated to a member’s interest as a member; (ii) used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election by the corporation; (iii) used for any commercial purpose; or (iv) sold to or purchased by any person.
2.9 Liability to Third Parties.
The members, directors, officers, and employees of the corporation are not, as such, liable for the acts, debts, liabilities or obligations of the corporation.
2.10 Dues and Finances. The amount of annual dues of all members shall be determined by the board. Only the board shall have the authority to modify existing dues for all classes of membership. The existing dues structure and subsequent modifications shall be available to the general membership upon request.
- 2.10,1 Unpaid Dues If the dues of any member are unpaid for a period of thirty (30) days after they are due and payable, the treasurer of the corporation may mail a notice of delinquency to the member. If a member, delinquent in the payment of dues, upon receipt of notice from the treasurer, makes arrangements with the president of the corporation for an orderly payment of the delinquent dues, the member’s membership will not be suspended or terminated, and the member will retain all rights of membership. However, no member who is sixty (60) days in arrears for payment of dues shall be permitted to vote at, or to participate in, any meeting of the membership.
3. Members’ Meetings.
3.1 Annual Meeting.
There shall be an annual meeting of the corporation. Annual meetings shall be held no fewer than 14 days and no later than 45 days after the close of the corporation’s fiscal year. Notice of the annual meeting shall be sent to all members at least fourteen (14) days prior to the date of the annual meeting. The annual meeting shall be held at a place designated by the board and set forth in the notice of the annual meeting. The board of directors and officers shall be elected at each annual meeting.
3.2 Special Meetings.
Special meetings of the members may be called at any time by the President or by a vote of a majority of the board, or by the written request of at least five percent (5%) of the voting members. In the latter case, the request must be made at least thirty (30) days prior to the special meeting. If notice of a special meeting is not given within thirty days after the date of the written request, a person signing the request may set the time and place of the meeting and give notice as provided in these bylaws. Subject to the preceding sentence, special meetings shall be held at a time, date and place established by resolution of the board. If no place is stated, special meetings shall be held at the corporation’s principal office. The purpose of any special meeting of the members shall be stated in such notice. Only business within the purpose or purposes described in the notice may be conducted at a special meeting of members.
3.3 Court-ordered Meetings.
The district court in the county in Colorado where the corporation’s principal office is located or, if the corporation has no principal office in Colorado, the district court of the county in which the corporation’s registered office is located or, if the corporation has no registered office, the district court for the City and County of Denver may order that a membership meeting be held upon the application of any person who participated in a proper call of or proper demand for a special meeting, if notice of the special meeting was not given within thirty (30) days after the date of the call or the date the last of the demands necessary to require calling of the meeting was received by the corporation pursuant to Section 3.3 hereof, or the special meeting was not held in accordance with the notice.
- 3.4,1 Timing. The corporation shall give to each voting member entitled to vote at an annual meeting notice which sets forth the place, date and time of such meeting. The notice shall be given no fewer than fourteen (14) days before the date of the meeting, and the notice shall also be posted on the bulletin board of the corporation. The corporation shall give to each voting member entitled to vote at a special meeting notice which sets forth the place, date and time of such meeting no fewer than fourteen (14) days before the date of the meeting, and the notice shall also be posted on the bulletin board of the corporation.
- 3.4,2 Content. Notice of an annual meeting need not include a description of the purpose or purposes except the purpose or purposes shall be stated with respect to: (i) the authorization, ratification or approval of a conflicting interest transaction; (ii) an amendment to the articles of incorporation or the bylaws of the corporation; (iii) merger; (iv) a sale, lease, or exchange, other than in the usual and regular course of business, of all or substantially all of the property of the corporation; (v) dissolution of the corporation; (vi) restatement of the articles of incorporation; or (vii) any other purpose for which a statement of purpose is required by law. Notice of a special meeting shall include a description of the purpose or purposes of the meeting.
- 3.4,3 Methods. Notice shall be given personally or by mail, private carrier, telephone, electronically transmitted facsimile or other form of wire or wireless communication by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be given and effective at the earliest of: (i) the date received; (ii) five days after deposit in the United States mail, properly addressed to the member at the member’s address as it appears in the corporation’s current record of members, with first class postage prepaid; (iii) the date shown on the return receipt, if mailed by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or (iv) ten days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with other than first class, registered or certified postage affixed. Written notice, if mailed, is correctly addressed if addressed to the member’s address shown in the corporation’s current record of members. Electronic notice, if emailed, is correctly addressed if addressed to the member’s email address shown in the corporation’s current record of members. No notice need be sent to any member if three successive notices mailed or emailed to the last known address of such member have been returned as undeliverable until such time as another address or email address for such member is made known to the corporation by the member.
When a meeting is adjourned to another date, time or place, notice need not be given of the new date, time or place if the new date, time or place of such meeting is announced before adjournment of the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which may have been transacted at the original meeting. If a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each member of record entitled to vote at the meeting as of the new record date.
A member may waive notice of a meeting before or after the time and date of the meeting by a writing signed by such member. Such waiver shall be delivered to the corporation for filing with the corporate records, but this delivery and filing shall not be a condition to the effectiveness of the waiver. Further, by attending a meeting either in person or by proxy, a member waives objection to lack of notice or defective notice of the meeting unless the member objects at the beginning of the meeting to the holding of the meeting or the transaction of business at the meeting because of lack of notice or defective notice. By attending the meeting, the member also waives any objection to consideration at the meeting of a particular matter not within the purpose of purposes described in the meeting notice unless the member objects to considering the matter when it is presented.
3.7 Action Without a Meeting.
Any action required or permitted to be taken at a meeting of the members may be taken without a meeting if a written consent (or counterparts thereof) that sets forth the action so taken is signed by all of the members entitled to vote with respect to the subject matter thereof and received by the corporation. Such consent shall have the same force and effect as a unanimous vote of the members and may be stated as such in any document. Action taken under this Section is effective as of the date the last writing necessary to effect the action is received by the corporation, unless all of the writings specify a different effective date, in which case such specified date shall be the effective date for such action. The record date for determining members entitled to take action without a meeting is the date the corporation first receives a writing upon which the action is taken. Any member who has signed a writing describing and consenting to action taken pursuant to this Section may revoke such consent by a writing signed by the member describing the action and stating the member’s prior consent is revoked, if such writing is received by the corporation before the effectiveness of the action. All signed written instruments necessary under this provision shall be filed with the minutes of the membership meetings.
3.8 Fixing of Record Date.
For the purpose of determining members entitled to (i) notice of or to vote at any meeting of members or any adjournment thereof, (ii) request a special meeting; or (iii) make a determination of members for any other proper purpose, the board may fix a future date as the record date for any such determination of members. Such date in any case may not be more than thirty days, and, in case of a meeting of members, not less than ten days, prior to the date on which the particular action requiring such determination of members is to be taken. If no record date is fixed by the board, the record date shall be the day before notice of the meeting is given to members. When a determination of members entitled to vote at any meeting of members is made as provided in this Section, such determination shall apply to any adjournment thereof unless the board fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. Unless otherwise specified when the record date is fixed, the time of day for such determination shall be as of the corporation’s close of business on the record date. Notwithstanding the foregoing, the record date for determining the members entitled to take action without a meeting or entitled to be given notice of action so taken shall be the date a writing upon which the action is taken is first received by the corporation. The record date for determining members entitled to demand a special meeting shall be the date of the earliest of any of the demands pursuant to which the meeting is called.
3.9 Parliamentary Authority.
The rules of procedure at meetings of the members of the corporation shall be in accordance with Robert’s Rules of Order, so far as applicable, and when not inconsistent with these bylaws.
4. Membership Voting.
4.1 Voting Members.
All voting members who are in good standing will be entitled to vote at the annual meeting or any special meeting of the members of the Corporation.
4.2 Quorum: Voting.
Unless otherwise required by law, the articles of incorporation or these bylaws, 5 percent of the members of the corporation, present in person, shall constitute a quorum of the membership for all purposes. If a quorum exists, action by those members present who are eligible to vote shall be approved if a majority of the votes cast favor such an action.
4.3 Voting Entitlement.
Only voting members are entitled to vote and each voting member shall be entitled to one vote on each matter submitted. No otherwise eligible voting member who is sixty (60) days in arrears in payment of dues shall be permitted to vote at, or to participate in, any meeting of the members of the corporation.
Voting by proxy is permitted. The board shall establish policies for the acceptance of proxy votes.
4.5 Manner of Voting.
The board of directors shall determine the manner by which votes shall be cast on any matter presented to the membership for a vote.
4.6 Vote of President.
At any meeting of the members of the corporation, the President shall not vote on any action to be transacted, except in order to break a tie.
4.7 Order of Business.
The order of business at the annual meeting of the membership shall be determined by the board of directors:
4.8 Change in Order of Business.
The order of business at any meeting of the membership may be changed by a vote of a majority of the voting members present.
5. Board of the Corporation.
The property, affairs, and business of the corporation shall be managed and conducted by a board of directors of 11 members. The members of the board of directors are referred to as director or directors as the context might require.
5.1 Qualification; Election; Tenure.
The directors of the corporation shall be natural persons at least eighteen years of age or older. The board shall manage the affairs of the corporation. At least three members of the board must be employed as a working journalist for any media outlet. The initial directors shall be provided for in the articles of incorporation. A director continues to serve until his or her successor is elected, appointed, or designated and qualifies. A decrease in the number of directors or in the term of office does not shorten an incumbent director’s term. The term of a director filling a vacancy expires at the end of the unexpired term that such director is filling. Board terms shall be for one year, and there are no term limits. It is expected that those who plan to stand for re-election will prove themselves each year to be solid contributors to the Denver Press Club and Press Benevolent Association. The corporation shall aspire to have all classifications of membership on the board.
5.2 Election Committee.
The president shall appoint, on or about the date 45 days prior to the annual meeting, an Election Committee, consisting of three members, to receive nominations for candidates for the board of directors of the corporation to be elected at the annual meeting and to conduct said election. One of the appointees will be designated by the president to be chairman of the Election Committee. No officer or director shall be appointed to the Election Committee. The Election Committee is authorized to receive nominations from the membership at large, said nominations to be signed by at least three members and submitted to the committee no later than 30 days prior to the annual meeting. There shall be no nomination accepted from the floor at the membership meeting. The nominations for directors shall be authenticated and qualified by the Election Committee. There shall be a “Candidates Night” held no less than 14 days prior to the annual meeting, wherein candidates may campaign. Members shall vote via mail, email or by dropping off their ballots at the Club, received no later than a date set by the Election Committee. The Election Committee shall count the ballots and certify the results to the members at the annual meeting. The results shall be announced and stated in the minutes of the annual meeting.
5.3 Regular Meetings. Regular meetings of the board shall be held on such date, at such time, and at such place as the board may by resolution determine. Unless otherwise provided by law or the articles of incorporation, regular meetings of the board may be held without notice of the date, time, place or purpose of such meetings. The board may make such rules and regulations covering its meetings as it may deem necessary. The president shall be chairman of the board.
5.4 Special Meetings.
Special meetings of the board may be called by or at the request of the president or any two directors. Special meetings shall be held at such time and place, as may be designated by the authority calling such meeting; provided that no meeting shall be called outside the State of Colorado unless a majority of the board has so authorized. Notice stating the place, day, and hour of every special meeting shall be given to each member of the board at least two days before the date fixed for the meeting. Unless otherwise provided by law or the articles of incorporation, the notice of such special meeting need not describe the purpose of the meeting.
5.5 Quorum: Voting. A quorum at all meetings of the board shall consist of a majority of the directors then serving. Fewer than a quorum of directors may adjourn a meeting from time to time without further notice until a quorum is secured. Except as otherwise provided by law, the articles of incorporation, or these bylaws, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board. Voting by proxy is not permitted.
A director who is present at a meeting of the board is deemed to have assented to all action taken unless: (i) the director objects at the beginning of the meeting, or promptly upon arrival, to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken; (ii) the director contemporaneously requests that the director’s dissent or abstention as to any specific action taken be entered in the minutes of the meeting; or (iii) the director causes written notice of the director’s dissent or abstention as to any specific action to be received by the presiding officer of the meeting before adjournment or by the corporation promptly after adjournment. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
- 5.6.1 General. The president may designate from among the members, one or more committees, each of which shall have and may exercise such authority in the management of the corporation as shall be delegated by the president. No such committee shall have the power or authority to authorize distributions; approve or propose actions to members that require member approval; elect, appoint or remove any director; amend, restate, alter, or repeal the articles of incorporation; amend, alter, or repeal these or any other bylaws of the corporation; approve a plan of merger not requiring member approval; approve a sale, lease, exchange, or other disposition of all or substantially all of the property of the corporation, with or without goodwill, other than in the usual and regular course of business subject to approval by members; or take any other action prohibited by law. The board shall exercise discretionary authority on all matters not specifically covered by these bylaws.
A director may resign at any time by giving written notice of resignation to the board. The resignation is effective when the notice is received by the corporation unless the notice specifies a later effective date. A director who resigns may (but need not) deliver a statement to that effect to the Colorado Secretary of State. The president of the corporation may fill the vacancy by presenting a candidate to the board of directors. The board of directors must vote in favor of said candidate in order for the candidate to join the board.
A director may be removed only for cause by a two-thirds (2/3rds) vote of those directors present at a special meeting of the board called for the purpose of removal. Should any member of the board absent himself unreasonably from three (3) consecutive meetings of the board without sending a communication to the president or secretary stating the reason for the absences, and if the excuse should not be accepted by a majority of the board, such member shall be removed, and the president shall proceed to appoint another eligible member to the board.
5.9 Action Without a Meeting.
Any action required by law to be taken at a meeting of the board, or any committee thereof, or any other action which may be taken at a meeting of directors, or any committee thereof, may be taken without a meeting if every member of the board in writing either: (i) votes for such action or (ii) votes against such action or abstains from voting and waives the right to demand that a meeting be held. Action is taken only if the number of affirmative votes for such action equals or exceeds the minimum number of votes that would be necessary to take such action at a meeting at which all of the directors then in office were present and voted. The action shall be effective only if there are writings which describe the action, signed by all directors, received by the corporation and filed with the minutes. Any such writings may be received by electronically transmitted facsimile or other form of wire or wireless communication providing the corporation with a complete copy of the document including a copy of the signature. Actions taken shall be effective when the last writing necessary to effect the action is received by the corporation unless the writings set forth a different effective date. Any director who has signed a writing may revoke it by a writing signed, dated and stating the prior vote is revoked. However, such writing must be received by the corporation before the last writing necessary to effect the action is received. All such actions shall have the same effect as action taken at a meeting.
No director shall receive any compensation for serving in such office; provided, however, that the corporation may reimburse any director for reasonable expenses incurred in connection with service on the board. The corporation is under no obligation to pay expenses that have been incurred without prior sanction of at least two members of the board.
5.11 Methods of Notice.
Any notice required by law, the articles of incorporation or these bylaws shall be given personally, by mail to each director’s business address, or by notice transmitted by telephone, private courier, e-mail, electronically transmitted facsimile or other form of wire or wireless communication. If mailed and if in a comprehensible form, such notice shall be deemed to be given and to be effective on the earliest of: (i) the date received; (ii) five days after such notice is deposited in the United States mail, properly addressed, with first class postage prepaid; (iii) the date shown on the return receipt, if mailed by registered or certified mail return receipt requested, provided that the return receipt is signed by the director to whom the notice is addressed; or (iv) ten days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with other than first class, registered or certified postage affixed. If notice is given by private courier or a form of wire or wireless communication, such notice shall be deemed to be given and to be effective when received by the director. With respect to an electronically transmitted facsimile, such notice shall be deemed to be given and effective upon the sender’s receipt of a facsimile transmission confirmation report. If a director has designated in writing one or more reasonable addresses or facsimile numbers for delivery of notice, notice sent by mail, electronically transmitted facsimile or other form of wire or wireless communication shall not be deemed to have been given or to be effective unless sent to such addresses or facsimile numbers, as the case may be.
5.12 Waiver of Notice.
A director may waive notice of a meeting before or after the time and date of the meeting by a writing signed by the director. Such waiver shall be delivered to the corporate secretary for filing with the corporate records, but such delivery and filing shall not be conditions to the effectiveness of the waiver. Further, a director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless at the beginning of the meeting, or promptly upon the director’s later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting.
5.13 Open Meetings and Executive Sessions
The board shall aspire to, but is not subject to, the provisions of Colorado’s Open Meetings Act. The board may go into an Executive Session to discuss personnel, legal or contractual matters, but must adjourn the executive session and conduct any binding vote in an open session. The president may set the conditions for input and comment by members of the corporation in attendance at the open session of a board meeting.
The officers of the corporation shall be a president, a vice president, a secretary, and a treasurer. All officers shall be natural persons who are eighteen years of age or older. Each officer shall be a director of the corporation. The same individual shall not simultaneously hold more than one office in the corporation.
6.2 Powers and Duties.
The officers of the corporation shall exercise and perform the respective powers, duties, and functions as are stated below and as may be assigned to them by the board.
- 6.2,1 The president shall preside at all meetings of the corporation’s members and its board. The president shall be the chief executive officer of the corporation and shall, subject to the general direction and control of the board, have the general supervision, direction, and control over the business and affairs of the corporation and its officers, agents, and employees. The president shall sign, with the secretary or any other proper officer of the corporation designated by the board, any deeds, leases, mortgages, deeds of trust, or other documents of conveyance or encumbrance of any real property owned by the corporation and any agreements concerning any affiliation of the corporation. He or she shall also perform all duties incident to the office of president and such other duties as may be assigned by the board from time to time. The outgoing president shall transmit his or her affairs to the new elected president in written form upon his or her election. The president shall appoint all committees and be a member ex officio of all committees.
- 6.2,2 The vice-president shall assist the president and shall perform such duties as may be assigned to him by the president or by the board. In the absence of the president, the vice-president shall have the powers and perform the duties of the president. Upon the resignation of or inability to serve by the president, the vice-president shall serve as an acting president.
- 6.2,3 The treasurer shall be the principal financial officer of the corporation; shall have the charge and custody of and be responsible for all funds and securities of the corporation; shall deposit such funds in the name of the corporation in such depositories as shall be designated by the board; shall work with any outside bookkeeper, accounting firm or financial firm to keep accurate books of account and records of financial transactions and the condition of the corporation and shall submit such reports thereof as the board may from time to time require; and in general, perform all duties incident to such office and such other duties as may from time to time be assigned to such person by the president or by the board. The treasurer shall make an annual financial report to the corporation at the annual meeting of the members. With the approval of the board, the treasurer shall be authorized to engage outside assistance in the performance of any of the duties incident to the treasurer’s office. The outgoing treasurer shall transmit his or her affairs to the new elected chief treasurer in written form upon his or her election.
- 6.2,4 The secretary shall prepare and maintain accurate minutes of the meetings of the corporation’s members and its board and of any committees of the board and shall prepare and maintain all corporate records and other information required to be kept by the corporation pursuant to Section 9.2 hereof; shall bear the responsibility of authenticating the corporation’s records; shall ensure that all notices are duly given in accordance with the provisions of these bylaws; shall be custodian of the records and of the seal of the corporation and shall attest the affixing of the seal of the corporation when authorized by the board; and shall perform such additional duties as are incident to such office and as may be assigned to such person by the board or the president. The outgoing secretary shall transmit his or her affairs to the new elected secretary upon his or her election.
6.3 Election and Terms of Offices.
All candidates for the board of directors, as described in section 5.2, shall indicate their interest for an officer position in their initial statement of candidacy. The Elections Committee shall prepare a section of the ballot for officer elections.
No individual may be elected to the presidency of the corporation in more than two consecutive annual elections, but may serve more than two years if elected in a special election or becomes president in some other manner. The vice president, secretary and treasurer may be re-elected and serve successive terms without limitation. No officer may have signatory power over the corporation’s bank accounts for more than five years.
No compensation shall be paid to officers of the corporation for serving in such capacity. The corporation may reimburse any officer for all reasonable expenses incurred by such individual in connection with services rendered to or for the corporation. The corporation is under no obligation to pay expenses that have been incurred without prior sanction of at least two disinterested board members.
6.5 Resignation and Removal.
An officer may resign at any time by giving written notice of resignation to the board. The resignation is effective when the notice is received by the corporation unless the notice specifies a later effective date. Any officer may be removed at any time with or without cause by the board. An officer who resigns or is removed or whose term of office has expired may (but need not) deliver a statement to that effect to the Colorado Secretary of State. The president of the corporation may fill the vacancy by presenting a candidate to the board of directors. The board of directors must vote in favor of said candidate in order for the candidate to join the board.
Such removal does not affect the contract rights, if any, of the corporation or of the person so removed. The appointment of an officer shall not in itself create contract rights.
6.6 Vacancies: Incapacity.
A vacancy in any office, however occurring, may be filled by the president with majority concurrence of the board, for the unexpired portion of the officer’s term. If an officer is unable to fulfill his or her duties due to illness or other incapacity, the board shall have the authority to appoint an individual who shall fulfill the duties and shall exercise all of the rights and powers of the incapacitated officer during his or her incapacity.
7. Standard of Conduct for Directors and Officers.
Each director and officer shall perform his or her duties as a director or officer, including without limitation his or her duties as a member of any committee of the board, in good faith, in a manner the director or officer reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. In the performance of his or her duties, a director or officer shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by the following persons: (i) one or more officers or employees of the corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented; or (ii) legal counsel, a public accountant, or other person as to matters which the director or officer reasonably believes to be within such person’s professional or expert competence. However, a director or officer shall not be considered to be acting in good faith if the director or officer has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A director or officer shall not be liable to the corporation or its members for any action the director or officer takes or omits to take as a director or officer if, in connection with such action or omission, the director or officer performs his or her duties in compliance with this Section. A director or officer, regardless of title, shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation including, without limitation, property that may be subject to restrictions imposed by the donor or transferor of such property.
8. Standing Committees.
The president shall, at his or her discretion, appoint, specify duties of, and dismiss all working committees not otherwise authorized by these bylaws. Committees may be chaired by any member of the corporation, whether that individual serves on the corporation’s board or not.
9. Corporate Documents. Records, and Finances.
9.1 Corporate Records.
The corporation shall keep as permanent records minutes of all meetings of its members and board, a record of all actions taken by the members or board without a meeting and of actions taken by a committee in place of the board, and a record of all waivers of notices of meetings of members, the board or any committee. The corporation shall also maintain the following records: (i) appropriate accounting records; (ii) a record of its members which permits preparation of a list of the name and address of all members in alphabetical order; (iii) its articles of incorporation and bylaws; (iv) board resolutions relating to the characteristics, qualifications, rights, limitations and obligations of members; (v) minutes of all members’ meetings and records of all action taken by members without a meeting for the past three years; (vi) all written communications within the past three years to members; (vii) a list of the names and business or home addresses of its current directors and officers; (viii) a copy of its most recent corporate report delivered to the Colorado Secretary of State; (ix) all financial statements prepared for periods during the last three years.
9.2 Inspection of Corporate Records.
Upon written demand delivered at least five business days before the date on which a member wishes to inspect and copy any of the corporate records identified in Section 9.1 (iii)-(ix), a member, its agent or attorney is entitled to inspect and copy such records during regular business hours at the corporation’s principal office. The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of the documents provided. The charge may not exceed the estimated cost of production and reproduction of the records. A member may also inspect any other records at a reasonable location specified by the corporation upon the same terms and conditions. Members entitled to inspect these other records must also meet the following requirements: (i) the member must have been a member at least three months immediately preceding the demand; (ii) the demand must be made in good faith and for a proper purpose; (iii) the member must describe with reasonable particularity the purpose and the records the member desires to inspect; and (iv) the records must be directly connected with the described purpose.
9.3 Corporate Funds.
The funds of the corporation shall be deposited or kept with a bank that is a federally insured depository. The funds shall be disbursed upon the order or orders of the treasurer and such other officers as may be prescribed by the board.
9.4 Fiscal Year.
The fiscal year of the corporation shall commence on March 1 and terminate on the last day of February of each year.
9.5 Financial Reports. The board shall make a report of the financial affairs of the corporations twice yearly, and the board shall present a report at the annual meeting of members. In addition, the treasurer of the corporation shall have copies of the financial reports available to all members in attendance at the annual meeting for their review, and, at the annual meeting, the treasurer shall answer questions regarding the finances of the corporation. Additionally, the board, upon the vote of the membership, shall engage the services of a second CPA firm to prepare an audited financial statement of the corporation every three years and either monthly or annual financial reports on a basis to be determined by the board.
10.1 Definitions. For purposes of this Article:
- 10.1,1 The term “director or officer” shall include a person who, while serving as a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, partner, member, manager, trustee, employee, fiduciary or agent of another foreign or domestic corporation, nonprofit corporation or other person or employee benefit plan. A director or officer shall be considered to be serving an employee benefit plan at the request of the corporation if the director’s or officer’s duties to the corporation also impose duties on or otherwise involve services to the plan or to participants in or beneficiaries of the plan. The term “director or officer” shall also include the estate or personal representative of a director or officer, unless the context otherwise requires.
- 10.1,2 The term “liability” shall mean any obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses, including counsel fees, incurred with respect to a proceeding.
- 10.1,3 When used with respect to a director, the phrase “official capacity” shall mean the office of director in the corporation, and, when used with respect to a person other than a director, shall mean the office in the corporation held by the officer or the employment, fiduciary or agency relationship undertaken by the employee or agent on behalf of the corporation, but in neither case shall include service for any foreign or domestic corporation or for any other person, employee benefit plan, or other enterprise.
- 10.1, 4 The term “party” includes an individual who is, was, or is threatened to be made a named defendant or respondent in a proceeding.
- 10.1,5 The term “proceeding” shall mean any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, whether formal or informal, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding.
10.2 General Provisions.
The corporation shall indemnify any person who is or was a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a director or officer of the corporation, against liability actually and reasonably incurred in the proceeding if such person: (i) acted in good faith, (ii) reasonably believed, in the case of conduct in an official capacity with the corporation, that the conduct was in the best interests of the corporation, and, in all other cases, that the conduct was at least not opposed to the best interests of the corporation, and (hi) with respect to any criminal proceeding, had no reasonable cause to believe that the conduct was unlawful. However, no person shall be entitled to indemnification under this Section either: (i) in connection with a proceeding brought by or in the right of the corporation in which the director or officer was adjudged liable to the corporation; or (ii) in connection with any other proceeding charging improper personal benefit to the director or officer, whether or not involving action in that person’s official capacity, in which the officer or director is ultimately adjudged liable on the basis that the director or officer improperly received personal benefit.
Indemnification under this Section in connection with a proceeding brought by or in the right of the corporation shall be limited to reasonable expenses incurred in connection with the proceeding. The termination of any action, suit, or proceeding by
judgment, order, settlement, or conviction or upon a plea of solo contender or its equivalent shall not of itself be determinative that the person did not meet the standard of conduct set forth in this Section.
10.3 Mandatory Indemnification.
To the extent that a director or officer of the corporation has been wholly successful on the merits in defense of any proceeding to which he or she was a party, such person shall be indemnified against reasonable expenses (including attorneys’ fees) actually and reasonably incurred in connection with such proceeding.
10.4 Determination of Right to Indemnification.
Any indemnification under Section 10.2 (unless ordered by a court) shall be made by the corporation only as authorized in each specific case upon a determination that indemnification of the director or officer is permissible under the circumstances because such person met the applicable standard of conduct set forth in Section 10.2. Such determination shall be made: (i) by the board by a majority vote of a quorum of disinterested directors who at the time of the vote are not, were not, and are not threatened to be made parties to the proceeding; or (ii) if such a quorum cannot be obtained, by the vote of a majority of the members of a committee of the board designated by the board, which committee shall consist of two or more directors who are not parties to the proceeding, except that directors who are parties to the proceeding may participate in the designation of directors to serve on such committee; or (iii) if such a quorum of the board cannot be obtained or such a committee cannot be established, or even if such a quorum is obtained or such a committee is so designated, but such quorum or committee so directs, then by independent legal counsel selected by the board in accordance with the preceding procedures, or by the voting members (other than the voting members who are directors and are, at the time, seeking indemnification). Authorization of indemnification and evaluation as to the reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that, if the determination that indemnification is permissible is made by independent legal counsel, authorization of indemnification and evaluation of legal expenses shall be made by the body that selected such counsel.
10.5 Advance of Expenses.
The corporation shall pay for or reimburse the reasonable expenses (including attorneys, fees) incurred by a director or officer who is a party to proceeding in advance of the final disposition of the proceeding if: (i) the director or officer furnishes the corporation a written affirmation of the director’s or officer’s good faith belief that the person has met the standard of conduct set forth in Section 10.2; (ii) the director or officer furnishes the corporation with a written undertaking, executed personally or on the director’s or officer’s behalf, to repay the advance if it is ultimately determined that the person did not meet the standard of conduct set forth in Section 10.2, which undertaking shall be an unlimited general obligation of the director or officer but which need not be secured and which may be accepted without reference to financial ability to make repayment; and (iii) a determination is made by the body authorizing indemnification that the facts then known to such body would not preclude indemnification.
10.6 Notice to Voting Members.
In the event that the corporation indemnifies, or advances the expenses of, a director or officer in accordance with this Article in connection with a proceeding by or in the right of the corporation, the corporation shall give written notice of the indemnification or advance to the voting members, if any, with or before the notice of the next voting members’ meeting. If the next voting member action is taken without a meeting at the instigation of the board, such notice shall be given to the voting members at or before the time the first voting member signs a writing consenting to such action.
10.7 Other Employees and Agents.
The corporation shall indemnify such other employees and agents of the corporation to the same extent and in the same manner as is provided above in Section 10.2 with respect to directors and officers, by adopting a resolution by a majority of the members of the board specifically identifying by name or by position the employees or agents entitled to indemnification.
The corporation may purchase and maintain insurance (including without limitation insurance for legal expenses and costs incurred in connection with defending any claim, proceeding, or lawsuit) on behalf of any person who is or was a director, officer, employee, fiduciary, agent or was serving as a director, officer, partner, member, trustee, employee, fiduciary of another domestic or foreign corporation, nonprofit corporation or other person or an employee benefit plan of the corporation against any liability asserted against the person or incurred by the person in any such capacity or arising out of the person’s status as such, whether or not the corporation would have the power to indemnify that person against such liability under Sections 10.2 and 10.3 hereof.
Except as otherwise provided by law, the articles of incorporation or these bylaws, alterations to or amendments of these bylaws shall only be considered at a meeting of voting members who are in good standing, and shall become effective if a majority of a quorum at such a meeting vote in favor of the change, and, further, that notice of the proposed change be posted on the corporation’s bulletin board at least two weeks prior to the meeting.
The board may adopt a corporate seal, which may be circular in form and shall contain the name of the corporation and the words, “Seal, Colorado.”
In the event of any irreconcilable conflict between these bylaws and either the corporation’s articles of incorporation or applicable law, the latter shall control.
Except as otherwise specifically provided in these bylaws, all terms used in these bylaws shall have the same definition as in the Colorado Revised Nonprofit Corporation Act.
12.4 Receipt of Notices by the Corporation.
Notices, member writings consenting to action, and other documents or writings shall be deemed to have been received by the corporation when they are actually received: (1) at the registered office of the corporation in Colorado; (2) at the principal office of the corporation (as that office is designated in the most recent document filed by the corporation with the secretary of state for Colorado designating a principal office) addressed to the attention of the secretary of the corporation; (3) by the secretary of the corporation wherever the secretary may be found; or (4) by any other person authorized from time to time by the board or the president to receive such writings wherever such person is found.
12.5 Conflicting Interest Transactions.
A “conflicting interest transaction” means a contract, transaction, or other financial relationship between the corporation and a director of the corporation, or between the corporation and a party related to a director, or between the corporation and an entity in which a director of the corporation is a director or officer or has a financial interest. For purposes of this Section 12.5, a “party related to a director” shall mean a spouse, a descendent, an ancestor, a sibling, the spouse or descendent of a sibling, an estate or trust in which the director or a party related to the director has a beneficial interest, or an entity in which a party related to a director is a director, officer, or has a financial interest. A conflicting interest transaction shall not be permitted unless: (i) the material facts as to the director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the board or the committee of the board that authorizes, approves, or ratifies the conflicting interest transaction, and the board or such committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; (ii) the material facts as to the director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the members entitled to vote thereon, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by a vote of the members; or (iii) the conflicting interest transaction is fair as to the corporation. No loans shall be made by the corporation to its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the corporation for the amount of such loan until the repayment thereof.
The above bylaws were approved and adopted by the board of The Denver Press Club on the 25th day of August, 1999 and amended on the 8th day of March, 2018.