BYLAWS AND POLICIES
AMENDED AND RESTATED BYLAWS OF LAW AND SOCIETY ASSOCIATION
(A COLORADO NONPROFIT CORPORATION)
Approved by the Board of Trustees June, 2018
Section 1. Registered Office. The registered office of this corporation (the “Association”) shall be as set forth in its Articles of Incorporation, as such office is changed by action of the Board of Trustees (the “Board”) or the President from time to time.
Section 2. Other Offices. The Association may maintain offices at such places, both within and without the State of Colorado, as the Board or the President may from time to time determine.
Section 3. Categories of Membership. The Association shall have such categories of membership, having such voting and other rights, as the Board may determine from time to time and as provided in these Bylaws (e.g., Sections 11 and 18). Nothing in these Bylaws shall prevent the Board from establishing categories of individuals or institutions that may receive any publications or communications of the Association (including the REVIEW) or to receive, use or benefit from the services of the Association, whether or not such individuals or institutions are or become members.
Section 4. Member Eligibility, Admission and Removal. The Board may from time to time establish policies and criteria for the eligibility, admission or removal of members for any category of membership in accordance with Colorado law. Each member belonging to any category of membership shall have all of the same rights and obligations in respect of such membership as all other members belonging to such category. A member of the Association may resign at any time; provided that such resignation shall not relieve such member of any obligations incurred or commitments made to the Association prior to such resignation.
Section 5. Act of the Members. Except as otherwise provided by statute, or by the Articles of Incorporation or these Bylaws, (i) in all matters other than the election of Trustees and officers, the affirmative vote of a majority of the members (or members of a particular category) entitled to vote generally on the subject matter and voting by written ballot by the BALLOT DEADLINE or at a meeting shall be the act of the members (or members of such category); and (ii) Trustees and officers to be elected by the members (or members of a particular category) under these Bylaws shall be elected by a plurality of the votes of the members (or members of such category) entitled to vote generally on the election of Trustees or such officers and voting by written ballot or at a meeting; provided, that a quorum has been met in such election.
Section 6. Action by Written Ballot. Any action required or permitted by these Bylaws or by applicable law to be taken by the members may be taken by written ballot.
- (a) An action by written ballot may be taken as follows. The Association must deliver a written ballot to every member entitled to vote on the matter. Each ballot shall state each proposed action or candidate for election, shall provide an opportunity to vote for each proposed action or candidate for election and shall provide an opportunity to vote against or abstain from voting for each proposed action or unopposed candidate for election. The Association shall deliver to each member a solicitation for votes accompanying each written ballot, which solicitation shall state at a minimum the number of responses needed to meet quorum requirements, the percentage of approvals necessary to approve each matter other than election of Trustees or officers, the date and time by which the Association must receive the ballot for it to be counted (the “Ballot Deadline”), how abstentions will be counted, if applicable, and such written information reasonably sufficient for a member casting a ballot to reach an informed decision on the matter. The Board may permit the addition of any other information to be included on the ballot or the solicitation as it may deem necessary or appropriate in accordance with applicable law. Any action or election by written ballot shall be valid and effective only if the number of completed ballots received by the Association by the Ballot Deadline equals or exceeds the number of members required for a quorum to approve the action or make the election at a meeting of the members; provided, that the Board may postpone the Ballot Deadline to a later date by notice to all members entitled to receive a written ballot, which notice may be given before or after the original Ballot Deadline In the case of an action for election of Trustees or officers, subject to the quorum requirement below, the Trustees and officers shall be elected as set forth in Section 18, with each vote cast for a candidate by written ballot treated as though it were a vote cast at meeting.
- (b) A ballot in electronic form or delivered by facsimile, electronic mail or other electronic transmission, or any other writing contemplated by these Bylaws, shall be deemed to be written, signed and dated for all purposes under these Bylaws if such electronic transmission sets forth or is delivered with information from which the Association can determine (i) that the electronic transmission was transmitted by the member or by person(s) authorized to act for the member and (ii) the date on which such member or authorized persons transmitted such electronic transmission. The date on which such electronic transmission is transmitted shall be deemed to be the date on which such writing or ballot was signed and delivered. Any complete and legible copy of a written ballot or other writing will be as valid as an original.
Section 7. Meetings. The Association shall have no obligation to hold annual or regular meetings of the members. Special meetings of the members may be called, for any purpose, only by the Board or by the President. Any meeting called pursuant to this section shall be held at such place, on such date, and at such time as the Board shall fix. Meetings of the members may be held by remote communication reasonably sufficient to afford each member the ability to hear the other attendees.
Section 8. Notice of Meetings. The Association shall give reasonable prior notice of any special meeting of the members in form and manner determined at the discretion of the Board. Notice of the meeting may be waived in writing and will be deemed waived by attendance at the meeting.
Section 9. Quorum. In an action by written ballot or at any meeting of members, the presence of at least 20% of the members (or category of members) shall constitute a quorum of the members.
Section 10. Adjournment and Notice of Adjourned Meetings. Any meeting of members, whether or not a quorum is present, may be adjourned from time to time by the chairperson of the meeting, and notice need not be given except as required by Colorado law.
Section 11. Voting Rights. Subject to the provisions of Section 18 regarding election of Trustees and officers, each individual or entity member in each category of membership having voting rights shall have one vote at each meeting of the members or in any action of the members by written ballot. Only persons listed as members in the records of the Association on the record date, as provided in Section 33 of these Bylaws, shall be entitled to vote at any meeting or by written ballot. The Association shall not accept votes by proxy unless otherwise determined by the Board.
Section 12. List of Members. The Secretary or other officer shall prepare and make prior to any delivery of any written ballot or meeting of members, a complete list of the members entitled to vote at said meeting or on such action by written ballot, and shall make such list accessible to the members in accordance with Colorado law.
Section 13. Organization.
- (a) At every meeting of members, the President, or, if the President is absent, a person chosen by a majority of the Board, shall act as chairperson of the meeting. The Secretary or his or her designee, or such person appointed by the chairperson of the meeting, shall act as secretary of the meeting.
- (b) The Board shall be entitled to make such rules for the conduct of meetings of members as it shall deem necessary, appropriate or convenient. Subject to such Board rules, if any, the chairperson of the meeting may prescribe such rules and procedures and do all such acts as the chairperson deems necessary, appropriate or convenient for the proper conduct of the meeting. Unless otherwise determined by the Board or the chairperson of the meeting, meetings of members shall not be required to be held in accordance with rules of parliamentary procedure.
Section 14. Number and Eligibility. Unless otherwise determined by the Board, Trustees must be natural persons who are members of the Association at the time they accept the nomination and at the time of their election. Trustees need not be a resident of any particular state and need not be U.S. citizens to be nominated or elected. Any Trustee whose membership in the Association lapses during his or her term as a Trustee shall be deemed to have resigned from the Board. The Board may add or modify the criteria for eligibility to be nominated or elected as a Trustee from time to time; provided, that any such modification shall not by itself cause the removal or shorten the elected term of any Trustee. The Board shall be comprised of two types of Trustees: “Elected Trustees” and “Trustees Ex Officio.” Elected Trustees shall be elected by the members or appointed by the Board as such as set forth herein. The Board of Trustees shall consist of twenty-four (24) Elected Trustees, eight of whom shall be chosen each year and shall constitute a class. The Board shall determine from time to time which officer or other positions with the Association confer status as a Trustee Ex Officio.
Section 15. Powers. The corporate powers of the Association shall be exercised by or under the authority of the Board, and the business and affairs of the Association shall be managed under the direction of the Board, except as may be otherwise provided by statute or by the Articles of Incorporation or these Bylaws.
Section 16. Term of Trustees.
- (a) Each Elected Trustee shall serve for a term of approximately three years in staggered order, subject to the provisions of these Bylaws related to resignation and removal. Such term shall commence upon such Elected Trustee’s election and shall end at the election of Trustees three years later. No decrease in the number of Trustees constituting the Board shall shorten the term of any incumbent Trustee. Ex Officio Trustees shall serve only for as long as such persons occupy a role that confers ex officio Trusteeship and such role continues to confer ex officio Trusteeship.
Section 17. Nomination of Trustees and Certain Officers.
- (a) Elected Trustees and officers to be elected by the membership must first be nominated in order to be elected. The Board shall nominate candidates for Elected Trustees and officers to be elected no later than the date set for delivery of the written ballot (or the expected date of the member meeting if applicable), and shall nominate a number of Trustee candidates that exceeds the number of Elected Trustees to be elected and at least two candidates for each officer to be elected. Each eligible nominee who provides a written statement to the Board of such nominee’s willingness to serve his or her entire term as an Elected Trustee or officer, as applicable, if so elected shall be submitted to the members as candidates for election. The Board may (but is not obligated to) permit nomination of candidates for Trustee or officer by member petition in accordance with such requirements that the Board may determine for timing, number of petitioning members, form and content of petitions and other related matters.
- (b) Only such persons who are nominated in accordance with the procedures set forth in this Section 17 shall be submitted to the members as candidates for election as an Elected Trustee or officer, as applicable. The President shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in these Bylaws or other Board-authorized nominating procedure, pursuant to paragraph (a), above, and, if any proposed nomination is not in compliance with these Bylaws or Board-authorized procedures, to declare that such defective nomination shall be disregarded.
Section 18. Election of Trustees and Certain Officers. At any election of Elected Trustees or officers by the members, each member may cast as many votes for candidates for Elected Trustee as there are positions to be elected and one vote for a candidate for each officer position. No member may cast more than one vote for any one candidate for Elected Trustee or officer or otherwise cumulate votes to which such member is entitled. The candidates for Elected Trustee receiving the greatest numbers of votes, up to the number of candidates equal to the number of Elected Trustee positions to be filled, shall be elected as Elected Trustees. The candidate for each officer position receiving the greatest numbers of votes shall be elected as such officer. In the event of a tie vote for last place among the Elected Trustees to be elected, or among candidates for an officer position, the winner shall be chosen by lot.
Section 19. Vacancies. Any vacancies in Elected Trustee positions however caused and any newly created Elected Trustee positions resulting from an increase in the number of Elected Trustees shall, unless the Board determines that any such vacancies or newly created Trusteeships shall be filled by the members, be filled only by the affirmative vote of a majority of the Trustees then in office, even though less than a quorum of the Board, or by a sole remaining Trustee. Any Elected Trustee elected in accordance with the preceding sentence shall hold office for the remainder of the term of the vacant position. Vacancies in Ex Officio Trustee positions shall be filled automatically by persons appointed to the offices conferring status as an Ex Officio Trustee.
Section 20. Resignation. Any Elected Trustee may resign at any time by delivering notice to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board. If no such specification is made, it shall be deemed effective at the pleasure of the Board. When one or more Elected Trustees shall resign from the Board, effective at a future date, a majority of the Trustees then in office, excluding those who have so resigned, shall have the power to fill such vacancy or vacancies.
Section 21. Removal. Subject to any limitations imposed by applicable law, any Elected Trustee may be removed from office at any time with cause by the affirmative vote of the majority of the Trustees then in office. For purposes of this Section 21 and Section 28(a), “cause” shall mean (a) such person’s conviction of a felony or a crime involving moral turpitude or dishonesty; (b) such person’s participation in a fraud or act of dishonesty against the Association; (c) such person’s intentional and material damage to the Association’s property; (d) such person’s willful and material breach of his or her duties to the Association that has not been cured within thirty (30) days after written notice from the Board of such breach; (e) such person’s material breach of the Association’s written policies or these Bylaws; (f) conduct by such person that demonstrates his or her gross unfitness to serve the Association in his or her current role as determined in the sole discretion of the Board; or (g) such person’s breach of any fiduciary duty to the Association or its members.
Section 22. Meetings
- (a) Regular Meetings. Regular meetings of the Board may be held at any time, date and place designated by the Board and publicized among all Trustees, either orally or in writing, including by voice-messaging system or electronic means. No further notice shall be required for a regular meeting of the Board.
- (b) Special Meetings. Special meetings of the Board may be held at any time, date and place whenever called by the President or a majority of the Trustees then in office.
- (c) Meetings by Electronic Communications Equipment. Any member of the Board, or of any committee thereof, may participate in a meeting by means of conference telephone, video conference or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.
- (d) Notice of Special Meetings. Notice of the time, date and place of all special meetings of the Board or of any committee thereof shall be given orally or in writing, by telephone, including by voice messaging system or electronic means, at least five days before the date and time of the meeting. If notice is sent by US mail, it shall be sent by first class mail, postage prepaid at least two weeks before the date of the meeting.
- (e) Waiver of Notice. Notice of any meeting of the Board or any committee may be waived in writing before or after the meeting and will be deemed waived by any Trustee by his or her attendance thereat.
Section 23. Quorum and Voting.
- (a) A quorum of the Board or any committee thereof shall consist of a majority of the members of the Board or such committee then in office; provided, however, at any meeting, whether a quorum be present or otherwise, a majority of the Trustees present may adjourn from time to time until the time fixed for the next regular meeting of the Board or such committee, without notice other than by announcement at the meeting. If authorized by the Board, a number of members that are less than quorum may conduct specific authorized business on behalf of the Board or such committee, and such action shall be deemed to be the action of the Board or such committee.
- (b) At each meeting of the Board or any committee thereof at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the Trustees present, unless a different vote be required by law, the Articles of Incorporation or these Bylaws.
Section 24. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if the number of members of the Board or committee necessary to approve such action at a meeting at which all Trustees are present and voting consent thereto in writing. If a notice to the Board or committee regarding action to be taken by written consent specifies a time by which Trustees must respond, the action shall be effective at the later of the time by which responses must be received or the time that the Association has received sufficient consents to effect the action; provided that the Association has not received a demand by any Trustee that such action not be taken without a meeting prior to such specified time. If a notice to the Board or committee regarding action to be taken by written consent does not specify a time by which Trustees must respond, there shall be no time limit for any Trustee to consent, and the action shall be effective upon receipt by the Association of sufficient consents to effect the action; provided that the Association has not received a demand by any Trustee that such action not be taken without a meeting prior to the action becoming effective.
Section 25. Fees and Compensation. Trustees shall be entitled to such compensation for their services as may be approved by the Board, including, if so approved, by resolution of the Board, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board and at any meeting of a committee of the Board. Nothing herein contained shall be construed to preclude any Trustee from serving the Association in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor that is consistent with the Association’s conflict of interest policy.
Section 26. Committees.
- (a) Executive Committee. Unless otherwise determined by the Board, there shall be an Executive Committee, which shall consist of (i) the President in his or her capacity as Trustee Ex Officio, (ii) such other Trustees Ex Officio as determined by the Board from time to time, and (iii) the Trustee in each class receiving the highest number of votes, or in the case of ties one of the tied Trustees selected by lot. The Executive Committee, to the extent permitted by law shall have all the powers of the Board of Trustees in matters delegated to it and in emergencies arising between meetings regarding the management of the business and affairs of the Association; but no such committee shall have the power or authority (i) to approve or adopt any action or matter expressly required by the Colorado Revised Nonprofit Corporation Act (as amended from time to time, the “Colorado Act”) to be approved by the members of the Association, or (ii) to adopt, amend or repeal any bylaw of the Association. The Executive Committee may invite members or staff members of the Association to attend its meetings in a non-voting capacity.
- (b) Other Committees. Only the Board may create standing committees; the President may create ad hoc committees but ad hoc committees expire with the term of the President who appointed them. Such other committees shall consist of one or more members of the Board and such other members as described and they shall have such powers and perform such duties as prescribed by the resolutions creating such committees, but in no event shall any such committee have the powers denied to the Executive Committee in these Bylaws. Nothing in these Bylaws shall prohibit or restrict the Association from establishing in its Bylaws or by action of the Board or the President one or more committees, advisory boards, auxiliaries, or other bodies of any kind, having such members and rules of procedure as these Bylaws, the Board or the President may provide, in order to provide such advice, service, and assistance to the Association, and to carry out such duties and responsibilities for the Association, as may be stated in these Bylaws or by the Board or the President; except that, if any such committee or other body has one or more members thereof who are entitled to vote on committee matters and who are not then also Trustees, such committee or other body may not exercise any power or authority reserved to the Board in the Articles of Incorporation, in these Bylaws, by Board resolution, or under applicable law. Appointments of individuals to serve on committees shall be made according to policy passed the Board.
- (c) Term. The Board or the President, subject to the provisions of subsections (a) or (b) of this Bylaw, may at any time increase or decrease the number of members of a committee or terminate the existence of a committee established by the Board or President, respectively. The membership of a committee member shall terminate at the end of the term specified in his or her appointment or on the date of his or her earlier resignation or removal. The Board or President may at any time for any reason remove any individual committee member, and the Board or President may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee, for any committee established by the Board or President, respectively. The Board or President may designate one or more Trustees as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee established by the Board or President, respectively.
- (d) Meetings. Unless the Board or President otherwise provides, regular meetings, if any, of any committee shall be held at such times and places as are determined by such committee, and notice may be given for all regular meetings (and need not be given for any individual regular meeting unless the time and place is changed from that specified in the notice for all regular meetings). Special meetings of any committee may be held at any place which has been determined from time to time by such committee, and may be called by any member of such committee, upon notice to the members of such committee equivalent to the notice required for special meetings of the Board. Notice may or shall be waived in accordance with Section 22. Quorum requirements and voting shall be as set forth in Section 23.
Section 27. Officers Designated. The officers of the Association shall include, if and when designated by the Board, the President, the President-Elect, the Immediate Past-President, the Secretary, the Treasurer, a General Editor, the Executive Officer, and such other officers as the Board may designate from time to time. The President-Elect and the Secretary shall be elected by the membership pursuant to Section 18. The Treasurer, General Editor, and Executive Officer are appointed by the Board of Trustees. The Secretary shall serve for a two-year term and the Treasurer shall serve a three-year term. The President-Elect shall take the office of President when the term of the previous President expires or when the office of President otherwise becomes vacant. Upon expiration of the President’s term, the President shall take the office of the Immediate Past-President and serve until the next President-Elect takes office. The salaries and other compensation of the officers of the Association, if any, shall be fixed by or in the manner designated by the Board.
Section 28. Tenure of Officers
- (a) Officers shall be elected by the membership except those appointed by the Board. Any officer elected by the membership may be removed at any time by a vote of the members if the quorum requirement is met and two-thirds of those voting choose to remove the officer. Any officer elected or appointed by the Board may be removed at any time by the Board for cause as defined in Section 21. The office of any officer, including officers to be elected by the membership, becomes vacant for any reason, the vacancy may be filled by the Board, and, in the case of an officer to be elected by the membership, such officer shall serve until the next regular election for that office unless sooner removed or unless otherwise provided for in these Bylaws or in the Policies of the Association.
- (b) Any officer may resign at any time by giving notice in writing or by electronic transmission notice to the Board or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the Association under any contract with the resigning officer.
- (c) Removal. Any officer may be removed from office at any time for cause (as defined in Section 21), by the affirmative vote of a majority of the Trustees in office at the time. The Board may confer the power of removal of any officer other than officers elected by the members on any committee or superior officers.
Section 29. Duties of Officers
- (a) Duties of President. The President shall preside at all meetings of the Board and at any meetings of the members. The President shall have general supervision, direction and control of the affairs and officers of the Association. The President shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board shall designate from time to time. The President is specifically authorized to create committees, advisory boards, auxiliaries, or other bodies of any kind as set forth in Section 26(b).
- (b) Duties of Treasurer. The Treasurer shall keep or cause to be kept the books of account of the Association in a thorough and proper manner and shall render statements of the financial affairs of the Association in such form and as often as required by the Board or the President. The Treasurer, subject to the order of the Board, shall have the custody of all funds and securities of the Association. The Treasurer shall perform other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board or the President shall designate from time to time. The President may direct any Assistant Treasurer to assume and perform the duties of the Treasurer in the absence or disability of the Treasurer, and each Assistant Treasurer shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board or the President shall designate from time to time.
- (c) Duties of Secretary. The Secretary or his or her designee shall attend all meetings of the members and of the Board and shall record all acts and proceedings thereof in the minute book of the Association. The Secretary shall give or cause to be given notice in conformity with these Bylaws of all meetings of the members and of all meetings of the Board and any committee thereof requiring notice. The Secretary shall perform all other duties provided for in these Bylaws and other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board or the President shall designate from time to time. The President may direct an Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board or the President shall designate from time to time.
- (d) Duties of the Executive Officer. The Executive Officer shall be the chief administrative officer of the Association and shall transact its business. The Executive Officer shall have charge of the central office of the Association, responsibility for hiring, supervision, and termination of other Association employees. The Executive Officer shall receive and have custody of the funds and securities of the Association, discharge its obligations, maintain its accounts, and be responsible for operating within the budget approved by the Board. The Executive Officer shall be responsible to the Board of Trustees. The Executive Officer shall be subject to the directives of the Board, develop plans and policies for the accomplishment of the Association’s objectives. The Executive Officer shall be a non-voting member of the Board, the Executive Committee, and such other standing committees as may be designated by the Board. The Executive Officer shall consult with the President as questions of policy arise, execute instructions of the Board, and perform such other duties as the Board may direct.
- (e) Duties of Other Officers. Any other officers appointed by the Board shall perform other duties commonly incident to his or her office and shall also perform such other duties and have such other powers as the Board or the President shall designate from time to time.
Section 30. Delegation of Authority. The Board may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.
EXECUTION OF CORPORATE INSTRUMENTS
Section 31. Execution of Corporate Instruments. The Board may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the Association any corporate instrument or document, or to sign on behalf of the Association the corporate name without limitation, or to enter into contracts on behalf of the Association, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the Association. All checks and drafts drawn on banks or other depositaries on funds to the credit of the Association or in special accounts of the Association shall be signed by the President or by such person or persons as the Board or the President shall authorize so to do. Unless authorized or ratified by the Board or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Association by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.
ARTICLE VI MEMBERSHIP TRANSFER
Section 32. Restrictions on Transfer. Membership in the Association, and any right arising therefrom, is non-transferable.
ARTICLE VII RECORD DATES
Section 33. Fixing Record Dates. In order that the Association may determine the members entitled to notice of or to vote by written ballot or at any meeting of members, the Board may fix a record date, which record date shall not precede the date of the resolution fixing the record date. Such record date shall not be more than 60 nor less than one day before the date of such meeting. If no record date is fixed by the Board, the record date for determining members entitled to notice and to vote shall be at the close of business on the day before the day on which the meeting is held. A determination of members entitled to notice of or to vote at a meeting of members shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.
ARTICLE VIII INDEMNIFICATION
Section 34. Indemnification of Trustees, Elected Officers, Other Officers, Employees and Other Agents.
- (a) Trustees and Officers. The Association shall indemnify its Trustees and officers to the extent required by the Colorado Law and may indemnify to the extent not prohibited by law; provided, however, that the Association may modify the extent of such indemnification by individual contracts with its Trustees and officers. Employees and Other Agents. The Association may indemnify its employees and other agents as set forth in the Colorado Act or any other applicable law. The Board shall have the power to delegate the determination of whether indemnification shall be given to any such person or to such officers or committees of the Board as the Board shall determine.
- (b) Expenses. The Association shall advance to any person made a party to any proceeding, by reason of the fact that he or she is or was a Trustee or officer of the Association (or of another entity at the request of the Association) all expenses incurred by such person in connection with such proceeding, (i) promptly following request therefor to the extent required by Colorado law and (ii) upon delivery to the Association of an undertaking, by or on behalf of such person, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision that such indemnitee is not entitled to be indemnified for such expenses under this Section 35 or otherwise.
- (c) Defenses. In connection with any claim for indemnification, the Association shall be entitled to raise as a defense to any such action that the claimant has not met the standards of conduct that make it permissible under the Colorado Act or any other applicable law for the Association to indemnify the claimant for the amount claimed. In connection with any claim by an officer or Trustee of the Association for advances of expenses, the Association shall be entitled to raise as a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person believed was opposed to the best interests of the Association, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his or her conduct was lawful.
- (d) Non-Exclusivity of Rights. The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any applicable statute, provision of the Articles of Incorporation, Bylaws, agreement, vote of members or disinterested Trustees or otherwise. The Association is specifically authorized to enter into individual contracts with any or all of its Trustees, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the Colorado Act or any other applicable law.
- (e) Survival of Rights. The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a Trustee, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
- (f) Insurance. To the fullest extent permitted by the Colorado Act, or any other applicable law, the Association, upon approval by the Board, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.
- (g) Amendments Any repeal or modification of this Bylaw shall only be prospective and shall not affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the Association.
- (h) Saving Clause. If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Association shall nevertheless indemnify each Trustee and officer to the full extent not prohibited by any applicable portion of this Bylaw that shall not have been invalidated, or by any other applicable law. If this Section 34 shall be invalid due to the application of the indemnification provisions of another jurisdiction, then the Association shall indemnify each Trustee and officer to the full extent under applicable law.
- (i) Certain Definitions. For the purposes of this Bylaw, the following definitions shall apply:
- 1. The term “proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.
- 2. The term “expenses” shall be broadly construed and shall include, without limitation, court costs, attorneys’ fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.
Section 35. Notices.
- (a) Notice to Members. Written notice to members of member meetings shall be given as provided in Section 8 herein. Any notice or other communication to members required, permitted or otherwise contemplated by these Bylaws for purposes other than member meetings shall be in writing and may be delivered personally or sent by United States mail or nationally recognized overnight courier, or by (in each case delivery confirmed) facsimile, electronic mail or other electronic means. Notice shall be deemed to be duly given if sent to the address or electronic address last specified or updated by such member.
- (b) Notice to Trustees and Officers. Any notice required to be given to any Trustee or officer may be given by the method stated in subsection (a), or as otherwise provided for in these Bylaws. If such notice is not delivered personally, it shall be sent to such address as such Trustee shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office or electronic address of such Trustee.
- (c) Affidavit of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the Association specifying the name and address or the names and addresses of the members or Trustees, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.
- (d) Methods of Notice or Waiver. It shall not be necessary that the same method of giving notice be employed in respect of all recipients of notice, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others. Waiver of notice by any means by which notice may be given shall be deemed to be effective.
- (e) Notice to Person with Whom Communication Is Unlawful. Notwithstanding anything to the contrary in these Bylaws, the Association shall be under no obligation to give notice to any person with whom communication by or on behalf of the Association is unlawful.
ARTICLE X DISTRIBUTIONS AND DISSOLUTION
Section 36. Distributions and Dissolution. The property and assets of the Association shall not be distributed, either while the Association is in existence or upon its dissolution, except in accordance with the Colorado Act and other applicable law.
ARTICLE XI AMENDMENTS AND SUPPLEMENTS
Section 37. Amendments. The Board is expressly empowered to adopt, amend or repeal Bylaws of the Association by an affirmative vote of two-thirds of Trustees then in office, without any vote of the members. Bylaws shall be supplemented by Policies of the Association, which create binding rules of a sub-Bylaw character that may only be changed by an affirmative vote of a majority of Trustees then in office. The members of the Association shall also have power to adopt, amend or repeal the Bylaws of the Association; provided that such action by members shall require a quorum and the affirmative vote of a majority of the voters, voting together as a single class or category of members.