BYLAWS OF
GRAND MESA NORDIC COUNCIL, INC.
A COLORADO NONPROFIT CORPORATION
Article I --Offices
The principal office of the corporation shall be located
at 1037
48 Road, Mesa, Colorado, 81643. The corporation may have
such other
offices, either wi thin 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.
The registered office of the corporation, required by the
Colorado Nonprofit Corporation Act to be maintained in
the State of
Colorado, may be, but need not be, identical with the
principal office
of the corporation, and the address of the registered
office may be
changed from time to time by the Board of Directors.
Article II --Members
Membership in the corporation shall consist of one class
and
shall be open to persons or entities who express an
interest in
joining the corporation as members, and express
commitment to the
purposes of the corporation. Any business entity
consisting of more
than one individual shall be considered as one member.
Membership is
a donation. Membership shall not give members any rights
to run the
corporation. Members are entitled to the benefits, if
any, set by the
Board.
Members shall be admitted to membership in the
corporation at
such time as an application for membership is accepted by
the Board of
Directors and the membership fee, if any, as may be
established by the
Board of Directors is paid.
Article III --Board of Directors
Section 3.1 General. The business and affairs of the
corporation shall be managed by its Board of Directors.
Section 3.2 Number. Tenure and (qualifications. The
number of
Directors of the corporation shall be not less than four
(4) nor more
than fifteen (15) Each Director shall be appointed by the
Board of
Directors and shall hold office for one (1) year
following said
meeting or until such Director's successor shall have
been appointed
and qualified. The terms of the Directors shall be
immediately
following their appointment by the Board of Directors.
The initial
Board of Directors designated in the Articles of
Incorporation shall
serve until the first annual meeting of the Board of
Directors.
Directors shall be removable in the manner provided by
the statutes of
Colorado. If additional directorships are needed, they
may be created
by the Board at special meetings. Composition of the
Board shall
reasonably reflect the geographical reach of the
corporation's
activities and projects.
1 a Section 3.3. ~anc~=~ and Resignation. Any Director
may resign
at any time by giving written notice to the president or
to the
secretary of the corporation. Such resignation shall take
effect at
the time specified therein; and unless otherwise
specified therein,
the acceptance of such resignation shall not be necessary
to make it
effective. Any vacancy occurring in the Board of
Directors will be
Tilled by the affirmative vote of the majority of the
remaining
Directors, though less than a quorum. A Director
appointed to fill a
vacancy shall be appointed for the unexpired term of his
predecessor
in office. Any directorship to be filled by reason of an
increase in
the number of Directors shall be filled by appointment of
the Board of
Directors for a term of office continuing only until the
next annual
meeting of the Directors.
Section 3.4 Annual Meeting. The annual meeting of the
Board of
Directors shall be held at such time and on such day in
May of each
year as shall be established by the Board of Directors,
beginning in
the year 1990. The meeting shall be for the purpose of
electing
Directors to the Board and transacting such other
business as shall
come before the meeting.
Section 3.5 Special Meetings. Special meetings of the
Board of
Directors may be called by or at the request of the
president or any
five (5) Directors or other person authorized by the
Board to do so.
Notice of any special meetings shall be given personally,
by mail, or
by telephone at least Forty-eight (48) hours in advance
of such
special meeting. The attendance of a Director at a
meeting shall
constitute a waiver of notice of such 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 person or persons authorized to call
special
meetings of the Board of Directors may fix any reasonably
convenient
[Place and time within Colorado. If no designation of a
place is made,
the place of the meeting shall be the principal office of
the
corporation in Colorado.
Section 3.6 Quorum. A majority of the number of Directors
that
is currently on the Board of Directors shall constitute a
quorum for
the transaction of business at any meeting of the Board
of Directors,
but if less than such majority is present at a meeting, a
majority of
the Directors present may adjourn the meeting from time
to time
without further notice.
Section 3.7 ~nner of ActiŁK. Except as otherwise required
by
law or by the Articles of Incorporation, the act of the
majority of
the Directors present at a meeting at which a quorum is
present shall
be the act of the Board of Directors.
All meetings of the Board of Directors shall be governed
by the
procedural rules set forth in the most recent edition of
Roberts'
Rules of Order.
Section 3.8 Any action required or permitted to be taken
by the
Board of Directors or by a committee thereof at a meeting
may be
taken without a meeting if a consent in
writing, setting forth the action so taken, shall be
signed by all of
the Directors or all of the committee members entitled to
vote with
respect to the subject matter thereof. Also, informal
action can be
taken by polling the Board by phone so long as the vote
is ratified by
written consent or at a Board meeting.
Section 3.9 Participation by Electronic Means. Any
members of
the Board of Directors or any committee designated by
such Board may
participate in a meeting of the Board of Directors or
committee by
means of telephone conference or similar communications
equipment by
which all persons participating in the meeting can hear
each other at
the same time. Such participation shall constitute
presence in person
at the meeting.
Section 3.10 Removal. Any Director or Directors of the
corporation may be removed by the Board at any time, with
or without
C,"3.USe, in the manner provided in the Colorado
Nonprofit Corporation
Act.
Section 3.11 Committees. By resolution adopted by a
majority of
the Board of Directors, the Directors may designate two
(2) or more
Directors to constitute a committee, any of which shall
have such
authority in the management of the corporation on as the
Board of
Director's shall designate and as shall be prescribed by
the Colorado
Nonprofit Corporation Act.
Section 3.12 Compensation. Directors as such shall not
receive
any stated salaries for their services.
Section 3.13 Presumption of Assent. A Director of the
corporation who is present at a meeting of the Board of
Directors at
which action on any corporate matter is taken shall be
presumed to
have assented to the action taken unless his or her
dissent shall be
entered in the minutes of the meeting or unless he or she
shall file
his or her written dissent to such action with the person
acting as
the secretary of the meeting before the adjournment
thereof or shall
forward such dissent by registered mail to the secretary
of the
corporation immediately after the adjournment of the
meeting. Such
right to dissent shall not apply to a Director who voted
in favor of
such action.
Section 3.14 Advisory Board. The Board of Directors may
create
and appoint members for an Advisory Board, which is
nonvoting. The
size and composition of this Advisory Board shall be
determined by the
Board from time to time.
Article IV --Officers and Agents
Section 4.1 General. The officers of the corporation
shall be
the president, vice president, secretary, treasurer and
such other
officers and assist,"3.nt officers as may be deemed
necessary, each of
whom shall be elected ilt such time, in such manner, and
for such terms
not exceeding three ( 3) years as may be determined by
the Board of
Directors. One person may hold any two offices, except
that no person
may simultaneously hold the office of president and
secretary. In all
cases where the duties of any officer, agent, or employee
are not
prescribed by the Bylaws or by the Board of Directors,
such officer,
agent, or employee shall follow the orders and
instructions of the
president. Any officer of the corporation may also be a
Director of
the corporation.
Section 4.2 Election. The officers of the corporation
shall be
elected by the Board of Directors annually at the annual
meeting of
the Board of Directors. If the election of officers shall
not be held
at such meeting, such election shall be held as soon
thereafter as is
convenient.
Section 4.3 Removal. Any officer or agent may be removed
by the
Board of Directors whenever, in its judgment, the best
interest of the
corporation will be served thereby, but such removal
shall be without
prejudice to the contract rights, if any, of the person
so removed.
Appointment of an officer of agent shall not in itself
create contract
rights.
Section 4.4 Vacancies. A vacancy in any office, however
occurring, may be filled by the Board of Directors for
the unexpired
portion of the term.
Section 4.5 President. The president shall, subject to
the
direction and supervision of the Board of Directors, be
the chief
executive officer of the corporation and shall have
general and active
control of its affairs and business and general
supervision of its
officers, agents and employees. He shall preside at all
meetings of
the Board of Directors.
Section 4.6 Vice President. 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 of Directors. In the
absence of the
president, the vice president shall have the powers and
perform the
duties of the president.
Section 4.7 Secretary. The secretary shall: (a) keep the
minutes of the members and of the Board of Directors; (b)
see that
all notices are duly given in accordance with the
provisions of these
Bylaws or as required by law; (c) be custodian of the
corporate
records; and (d) in general perform all duties incident
to the office
of secretary and such other duties as from time to time
may be
assigned by the president or by the Board of Directors.
Section 4.8 Treasurer. The treasurer shall be the
principal.
financial officer of the corporation and shall have the
care and
custody of all funds, securities, evidences of
indebtedness and other
personal property of the corporation and shall deposit
the same in
accordance with the instructions of the Board of Directors.
He shall
receive and give receipts for monies paid in on account
of the
corporation .'3.nd shall payout of the funds on hand all
bills, payroll:3
and other just debts of the corporation of whatever
nature upon
maturity. He shall perform all other duties incident to
the office of
treasurer and, upon request of the Board of Directors,
shall make such
reports to it as may be required at any time. He shall
have such
other powers and perform such other duties as may be from
time to time
prescribed by the Board of Directors or by the president.
The treasurer shall also be the principal accounting
officer of
the corporation. He shall prescribe and maintain the
methods and
system of accounting to be followed, keep complete books
and records
of account, and prepare and furnish to the president and
the Board of
Directors statements of account showing the financial
position of the
corporation and the results of its operations.
Article V --Nondiscrimination
The officers, Directors, committee members, employees and
persons
served by this corporation shall be selected entirely on
a non-
discriminatory basis with respect to age, sex, religion,
national
origin and sexual orientation.
Article VI --Indemnification
The power to indemnify a director or officer or former
director
or officer of the corporation for expenses and costs
(including
attorneys fees) actually and necessarily incurred by
him/her in court
or otherwise, by reason of his/her being or having been
such director
or officer. This provision, however, shall not relieve a
director or
officer from acts of gross negligence or intentional
misconduct in the
performance of duty.
Article VII --Miscellaneous
Section 7.1 Fiscal Year. The fiscal year of the
corporation
shall begin on tIle 1st day of May and 9nd on the 30th
day of April.
Section 7.2 Amendments. The Board of Directors shall have
the
power to alter, amend, or repeal the bylaws of the
corporation or
adopt new bylaws at any meeting of the Board.
Section 7.3 Conflicts of Interest. No officer or Director
of
the corporation shall be interested, directly or
indirectly, in any
contract relating to the operations conducted by the
corporation, nor
in any contract for furnishing services or supplies to
the
corporation, unless such contract is authorized by a
majority of the
Board of Directors in a meeting at which the presence of
such
interested Director is not necessary for the purposes of
a quorum or
for the purposes of such majority, and the fact and
nature of such
interest is fully disclosed or known to the Directors
present at the
meeting at which such contract shall be authorized.
CERTIFICATE
I hereby certify that the foregoing Bylaws, consisting of
six (6)
pages, including this page, constitute a correct copy of
the Bylaws of
Grand Mesa Nordic Council, Inc. , adopted by the Board of
Directors of
the corporation as of, 1990.
Secretary
.
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Proposed changes to bylaws
Amends line 6 of Article II = Members, which readsi "Membership
shall not give members any rights to run the
corporation." but
~membership will allow members to serve on and chair
committees."
Deletes section 3.11 Committees of Article II, and
replaced with
the followingi
section 3.11 Committees.
a.1. Chairpersons for on~going committees such as Fund
Raising,
Q- .Trail.E9u~pment and Groo~ing, Membership,.Signage,
Spec;i~l Events
& Actlvltles may be appolnted by the Presldent and
ratlfled by
the 8oard of Directors at the annual meeting.
Chairpersons will
";,, serve f:a:E:-a -period ~o;f-D~y-e.ar# -9-t
-Which_time-a ne:w-Chairperson
may be appointed if desired.
2. Chairpersons for special project committees may be
appointed
by the Board of Directors, and said committees will be
dissolved
at the completion of a project.
3. Chairpersons of all committees may recruit other
members from
the board and/or general membership. Chairpersons will be
responsible for a status report at the monthly meetings
of the
Board of Directors. In the event he/she is unable to
attend, an
alternate member will be designated to make the report or
a
written report may be delivered to the Secretary.
Chairpersons
will have authority to make expenditures up to specified
amount
agreed upon by the Board of Directors. Larger
expenditures must
have prior approval of the Board."
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PROPOSAL
TO: Grand Mesa Nordic Council
FROM: Southside Cross Country Skiers
Ruth Wild
694 1550 Rd
Delta, CO 81416
Request this proposal be considered and acted upon at the
meeting on January 7, 1997. Jf an
agreement is reached, we suggest it become effective for
the 1997-98 ski season.
' .cft1 Southside Skiers propose.
One-fourth of the membership fees and one-fourth of USFS
disbursement, be used for trail
grooming and maintenance on south side of Grand Mesa.
Southside skiers have representation on the Nordic
Council board, possible four or five
members, and perhaps a cochairmen from the southside
group.
Southside group would be informed of all business
transactions.
Monthly meetings to be alternated between Grand Junction
and Delta.
In return Southside Skiers will:
Communicate and coordinate plans for maintenance of
trails, ski lessons and other
activities/celebrations, initiated by the southside
group.
Be responsible for grooming and maintenance of trails in
the Ward Creek area.
Prepare and clear trails in accordance with USFS
standards, during the summer and fa!!
seasons.
Promote the Nordic Council and recruit new members. This
can be accomplished by:
a. Develop a poster encouraging cross country skiers to
join the Nordic Council, in order
to improve skiing possibilities on the Grand Mesa.
Posters and membership
application forms will be made available at various
locations in Delta and Montrose
counties.
b. Offer beginner and intermediate lessons. Periodically,
free lessons would be offered.
c. Publicize and offer group tours for skiers of all
skill levels.
d. Plan other social activities for skiers. Spring or
fall potluck or picnic for all members
to review and make plans.
e. Forest Supervisor. GMUG National Forest
Grand Junction District Ranger
Delta County Commissioners
.'~~,
" -
~
~ The following have indicated their interest in this
proposal.
I
Fred & Ruth Wild Delta
Robert & Reiko Meagher Cedaredge
Cynthia Lebowitz Cedaredge
Tony Mercep Cedaredge Aspen Trails
Pete & Susan Pritchett Montrose
Marilyn Wyatt Cedaredge
Jeanie Hellman Delta
Morrie & Jan Rupp Hotchkiss
Alice Mullin Montrose
John R. Burritt Hotchkiss
Brad Burritt Hotchkiss
John Burritt, Jr. Hotchkiss
Bill & Ruth Coates Eckert
Mitch E. Harrah Delta
Gretchen Van Reyper Austin
Randy Cloper C~daredge
Vera Lane Cedaredge
Faye Thomas Montrose
George Peck Cedaredge
Kay Callahan Cedaredge
Joan Laperouse Cedaredge
Brian Mason Cedaredge Super 8 Motel
Madeline Moos Cedaredge
.
~