Amended BYLAWS OF

TRI-LAKES CARES

NOVEMBER 2008

AS Further Amended

September 2009

1. NAME AND PURPOSES: The name of the Corporation is set forth in the Articles of Incorporation. The purposes of the Corporation are to meet the emergency needs of those

in the Tri-Lakes area and provide an opportunity for client self sufficiency through successful programs and community collaborations.

2. PRINCIPAL OFFICE OF THE CORPORATION: The principal office of the Corporation shall be designated by the Board of Directors and shall be located in the Tri-Lakes area.

3. MEMBERSHIP – The Corporation will have no voting or non-voting Members.

4. BOARD OF DIRECTORS:

(a) Classes: There shall be only one class of Directors on the Board of Directors.

(b) Role/Number: The business and affairs of the Corporation shall be governed by a Board of Directors which shall be composed of no more than thirteen (13) persons and no less than nine (9) persons, referred to as “Directors.”

(c) Composition: It is the preference that the Board of Directors shall be composed of persons representing the diversity of the Tri-Lakes community, taking into account race, gender, economic status, age and other factors. A majority of Directors (51% or more) shall be persons who reside or work in the greater Tri-Lakes region.

(d) Election/Vacancies: At each annual meeting of the Corporation, the Directors to serve for the ensuing year shall be elected by the existing Directors. Vacancies occurring between annual meetings may be filled for the balance of the term by election by the remaining Directors. The existing Directors may, from time to time, also appoint such ex-officio members of the Board of Directors as it deems appropriate.

(e) Term: Each Director shall hold office for a term of three years or until a successor is duly elected. The initial Board of Directors elected after the approval of these November 2008 Amendments, shall be divided into three approximately equal groups, one-third (1/3) of the Directors to serve for an initial term of one (1) year, one-third (1/3) to serve for an initial term of two (2) years, and one-third (1/3) for an initial term of three (3) years. No Director shall serve more than two (2) consecutive full terms on the Board of Directors. Directors serving an initial term of less than three (3) years may serve for two (2) additional full three year terms. After serving the maximum time allowed, a Director may again serve after being off the Board of Directors for one (1) year.

5. OFFICERS OF THE CORPORATION:

(a) Election/Vacancies: The Officers of the Corporation shall consist of President, Vice-President, Secretary and Treasurer and such additional vice presidents or assistant secretaries or assistant treasurers as the Board of Directors may from time to time elect. The Officers shall be elected by the Board of Directors, from among the Directors, at the first meeting of the Board of Directors following the annual meeting of the Corporation. Any vacancy occurring in any office, for whatever reason, shall be filled by the Board of Directors and any Director so elected shall fulfill the term of his/her predecessor.

(b) Term: Officers shall serve a term of two (2) years and until their successors are elected, or until they are removed for cause. No Officer of the Corporation shall serve more than two (2) consecutive terms in the same office. After serving the maximum time allowed, an Officer may again serve, after being out of such office for one (1) year.

(c) Removal: An Officer may be removed, without cause, as determined by a two-thirds vote of the Directors present at any meeting of the Board of Directors at which there is a quorum and for which action proper notice has been given under section 7(d).

(d) Resignation: An Officer may resign only by submitting a written resignation to the President or Secretary or to the other Directors, if the resigning Officer is the President.

(e) Authority and Duties: The Officers shall have the authority and responsibility delegated by the Board of Directors as stated as follows:

(1) The President shall preside at and conduct all meetings of the Corporation, the Board of Directors and of the Executive Committee. The President may sign all contracts and agreements in the name of the Corporation after they have been approved by the Board of Directors, serve as the representative of the Corporation in meetings and discussions with other organizations and agencies, and otherwise perform all of the duties which are ordinarily the function of the office, or which are assigned by the Board of Directors. The President may further delegate such duties to the Executive Director, as appropriate.

(2) The Vice-President shall perform the duties of the President if the President is unable to do so or is absent; perform such other tasks as may be assigned by the Board of Directors and, at the request of the President, assist in the performance of the duties of the President.

(3) The Secretary shall keep accurate records and minutes of all meetings of the Corporation, the Board of Directors and the Executive Committee; make available copies of the minutes of the previous meeting and distribute them in advance of each meeting; cause to be delivered all notices of all of the above-referenced meetings to those Directors entitled to vote at such meetings; and maintain the Minutes Book of the Corporation and a current listing, with phone numbers and addresses, of the Directors at the office of the Corporation. 

         (1)  Finance Committee. The Finance Committee shall be responsible for overseeing the finances of the corporation. The Treasurer shall be the chairperson of the Finance Committee unless he/she refuses to serve in such capacity in which case the Board of Directors or President shall appoint another Director to serve as chair. The specific duties of the Finance Committee include the following: arranging for the corporation’s annual audit; preparing and finalizing the annual budget for approval by the Board of Directors; reviewing and appropriately revising the corporation’s financial reporting system; monitoring investments; and reviewing insurance. 

(2)   Facilities Committee. The Facilities Committee shall be responsible for obtaining furnishings and the facilities, including information systems, needed to deliver services to the clients. The Facilities Committee shall also be responsible for overseeing any maintenance required for such facilities.

(3)   Personnel Committee. The Personnel Committee shall be responsible for developing and implementing a personnel administration program. The Personnel Committee shall make recommendations to the President and the Board of Directors concerning the hiring, firing, and performance evaluation of the Corporation’s Executive Director. It shall not make any recommendations concerning the evaluation of the corporation’s other employees, should there be any, that responsibility being delegated to the Executive Director. It shall also review the overall operating efficiency of the organization and make appropriate recommendations for improvement. There shall be a paid or non-paid position in the Corporation called the Coordinator of Volunteers. The Coordinator of Volunteers shall be on the Personnel Committee and shall be responsible for the recruitment and scheduling of volunteers for regular office hours. The Coordinator of Volunteers is not required to be a Director but may be a Director. With the approval of the President, the Personnel Committee Chairperson shall be free to form an independent subcommittee of persons qualified to make personnel recommendations to the President and the Board of Directors.

(4) Fundraising Committee. The Fundraising Committee shall be responsible for developing and implementing an overall fundraising strategy including exploring and determining the possible effectiveness of alternative sources of revenue for the corporation to recommend to the Executive Committee and the Board of Directors.

(5)  Public Relations Committee. The Public Relations Committee shall be responsible for the delivery of information about client services, needs and activities of the Corporation to the community. It shall be responsible for developing good relations with the media and a community relations plan that will strengthen the identity of the Corporation. It shall work to support and interface with the Fundraising Standing Committee as needed.

(d) Special Committees. The President of the Corporation or the Board of Directors may establish such special committees as they shall determine are necessary for the functioning of the Corporation. Each such committee shall be given a specific charge and term. No special committee shall have a term extending beyond one (1) year unless reappointed. Each special committee shall have at least one (1) Director. The Directors on special committees established by the Board of Directors shall be named by the Board of Directors. The Directors on special committees established by the President shall be named by the President.

(e) Quorum: At meetings of any committee of the Board of Directors, a quorum shall consist of fifty percent (50%) of the appointed persons then serving.

(f) Voting: Except as otherwise provided in these bylaws, decisions of any committee of the Board of Directors shall be by vote of a majority of those appointed persons present and voting, but not less than one-third of the appointed persons then serving. Each appointed person shall have one vote. Such persons may vote only in person, as defined in Section 7(e) above; there shall be no proxy voting.  

9. DUALITY OF INTEREST: Any Director, Officer, employee, or committee member having an interest in a contract or other transaction or determination presented to the Board of Directors or a committee of the Corporation for recommendation, authorization, approval or ratification shall give prompt, full and frank disclosure of his or her interest to the Board of Directors or committee prior to its acting on such contract or transaction. The body to which such disclosure is made shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use his or her personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to such contact, transaction or determination. Such person may not be counted in determining the existence of a quorum at any meeting where the contract, transaction, or determination is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable the abstention from voting and participation, and whether a quorum was present. 

10. INDEMNIFICATION: The Corporation shall indemnify its Directors, Officers, employees and volunteers against liability resulting from conduct in their capacity with the Corporation to the fullest extent permitted by the State of Colorado statutory or decisional law, as amended or interpreted, including the advancement of related expenses, upon a determination by the Board of Directors or independent legal counsel appointed by the Board of Directors (who may be regular counsel for the Corporation) made in accordance with applicable statutory standards; provided, however, such indemnification shall only be to the extent permitted of organizations which are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue Law). 

11. EXONERATION: To the fullest extent permitted by the State of Colorado statutory or decisional law, as amended or interpreted, no Director, Officer or employee of this Corporation shall be personally liable to the Corporation or its Directors for money damages; provided, however, that the foregoing limitation of Director and Officer liability shall only be to the extent permitted of organizations which are exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law). No amendment of the Articles of Incorporation or repeal of any of its provisions shall limit or eliminate the benefits provided to Directors, Officers or employees under this provision with respect to any act or omission which occurred prior to such amendment or repeal.

12. INSURANCE: The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee, volunteer or agent of the Corporation, or who, while a Director, Officer, employee, volunteer or agent of the Corporation is or was serving any of the entity at the request of the Corporation, and in any capacity, against any liability, asserted against and incurred by such person in any such capacity or arising out of such person's position, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of these bylaws.

13. MISCELLANEOUS PROVISIONS: Except to the extent prohibited by law, the indemnification and exoneration provided in Sections 10 and 11, above, shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under the Articles of Incorporation, any bylaw, agreement, vote of disinterested Directors or otherwise, both as to action in his or her official capacity and as to action in any other capacity while holding office, and shall continue as to a person who has ceased to be a Director, Officer, employee, volunteer or agent of the Corporation and shall inure to the benefit of the heirs, executors, administrators of such person.

14. COMPENSATION: The Directors and the elected Officers of the Corporation shall serve without compensation for their services as Directors or Officers. Directors, Officers, volunteers and employees may be reimbursed for all expenses reasonably incurred on behalf of the Corporation.

15. INSPECTION OF CORPORATE RECORDS: These bylaws, the roster of Directors, the books of accounts and the minutes or proceedings of the Board of Directors and of the Committees shall be open to inspection no later than 10 ten days after receipt of a written request, addressed to the President or the Secretary of the Corporation by a Director of the Corporation for any purpose reasonably related to his/her interests as a Director. Such records shall be made available for the same purpose at any Board of Directors meeting when requested by at least three (3) Directors.   Inspection may be made in person or by an authorized agent or attorney and inspection includes the right to make extracts at the Director's expense.

16. SIGNATURE AUTHORITY: All checks, notes, acceptances, and orders for payment of money shall be signed by the President, Vice President, Secretary, or Treasurer, or other agents of the Corporation, such as the Executive Director, designated by the Board of Directors, within such spending levels as are recommended by the Finance Committee and approved by the Board of Directors. All contracts, leases and deeds of any kind shall be signed by the President, Vice President or any other agent of the Corporation, such as the Executive Director, designated by the Board of Directors.

17. FISCAL YEAR: The fiscal year of the Corporation shall be on a calendar year basis.

18. AMENDMENTS: These bylaws may be amended by a simple majority vote of the Directors present and entitled to vote at a meeting at which a quorum is present, but not less than one-third of the Directors then serving. Any amendments proposed to substantially change the purposes of the organization shall require approval by a two-thirds majority of the Board of Directors then serving. In either case, the proposed amendment(s) must be submitted to the Directors in writing at or prior to the immediately preceding meeting prior to any meeting to vote on the amendments. Notice of the meeting to decide on the proposed amendment(s) shall be given at least ten (10) days prior to such meeting date.

19. NON-DISCRIMINATION:   The Corporation shall not discriminate against any person on the basis of age, sex, race, color, national origin, sexual or affectional preference, disability, or political or religious opinion or affiliation in any of its policies, procedures or practices.

20. DISSOLUTION: The Corporation may be dissolved by a two-thirds vote of the Directors then serving provided that notice of the proposed dissolution has been submitted to the Directors in writing with written notice of the meeting date to decide on the proposed dissolution at least thirty (30) days prior to the meeting date. In the event of dissolution, and after all debts have been paid, the Board of Directors shall dispose of all of the net assets of the Corporation exclusively to such organization(s) which are organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization under section 501(c)(3) of the Internal Revenue Code. Any remaining assets not disposed of by the Board of Directors shall be disposed of by the Court in the jurisdiction in which the principal office of the Corporation is then located, exclusively for such purposes or to such organizations as the Court shall determine that are formed and operated exclusively for such purposes.