11-6-07 Draft BY-LAWS
LONGMONT AREA DEMOCRATS
ARTICLE 1.0
PURPOSE AND FORMATION
Longmont Area Democrats (hereinafter the “Corporation”), a nonprofit corporation formed
under the laws of the State of Colorado, is organized as an inclusive grassroots organization promoting
active participation in Democratic politics. Longmont Area Democrats supports local Democratic
candidates and initiatives while furthering goals stated by official county, state and national
Democratic Party organizations.
ARTICLE 2.0
MEMBERS
2.1 Qualifications: Membership is open to any person over the age of eighteen (18) years
who is a citizen of the United States and who is interested in furthering the purposes stated in Article
1.0 and who pays the annual dues as established from time to time by the Board of Directors.
2.2 List of Members: The Board of Directors shall maintain a list of current members of
the Corporation, and shall bring the list to all meetings of members.
2.3 Dues: Annual dues shall be as determined each year by the Board of Directors prior to
the first regular meeting of members for the year. Dues shall be for the period from January 1 through
December 31.When paying dues, each member shall indicate whether it is acceptable to the member
for the Corporation to transfer any pro-rata portion of its dues that are in excess of the Corporation’s
expenses at the end of a calendar year to the Small Donor Committee, Longmont Democratic Activists
for Political Change, established by the Corporation pursuant to Title XVIII of the Colorado
Constitution.
ARTICLE 3.0
MEETINGS OF MEMBERS
3.1 Annual Business Meeting: An annual business meeting of the members shall be held
in December of each year at a time and place to be determined by the Board of Directors. The purpose
of this meeting shall be to elect officers, to review the Bylaws, to receive reports and approve the
actions of the Officers since the previous annual meeting and to conduct such other business as may
properly come before the meeting.
3.2 Regular Meetings: Regular meetings of the members shall be held at least eight times,
no more often than once each month during the months of January through November of each year,
at a time and place to be determined by the Board of Directors. In addition, special meetings of the
members may be called by the President or a majority of the Board of Directors.
3.3 Notice of Member Meetings: Notice of all member meetings shall be given at least
seven days in advance of the meeting. The Notice shall include the time, place, purpose and agenda
for the meeting. Notice shall be given by announcement at the next previous regular or annual meeting
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of the members and by posting on the homepage of the Corporation’s website and by e-mail to
members.
3.4. Quorum: At any meeting of the members, 25 percent of the members who have paid
dues for the current year shall constitute a quorum for the conduct of business. For the Annual
Business Meeting, any member who is absent from the meeting but votes by e-mail received by the
Corporation’s Officers will be counted toward the quorum.
3.5 Voting: All voting shall be by voice vote or a show of hands unless a secret ballot is
requested, in which case secret ballots shall be used. Proxy voting is not permitted; provided that in
the case of the Annual Business Meeting, members who are not present at the meeting may vote on
any matter included in the notice of the meeting, other than on public statements or issues, by e-mail
directed to the Officers. Unless otherwise stated in these Bylaws, if a quorum is present when a vote
is taken, the affirmative vote of a majority of the members present is the act of the membership.
3.6 Public Statements: The Corporation may make a public statement on an issue when
the matter is approved both by a two-thirds vote of the entire Board of Directors and by a majority vote
of the members present when a quorum is present at a meeting of members.
ARTICLE 4.0
OFFICERS AND DIRECTORS
4.1 General: Management of the business, property and affairs of the Corporation shall be
controlled by the Board of Directors. In addition to powers granted by the Articles of Incorporation
and these By-Laws, the Board of Directors shall exercise all such powers and perform all such lawful
duties as are not prohibited by statute or by the Articles of Incorporation or these By-Laws, so long
as such exercise does not jeopardize the Fund’s tax-exempt status.
4.2 Number: The affairs of the Corporation shall be managed by a Board of not less than
six directors, consisting of the Officers and At-Large Directors elected by the members.
4.3 Enumeration of Officers: The officers of the Corporation shall be a President, a Vice-
President, a Secretary and a Treasurer, who shall at all times be Members of the Board of Directors.
4.4 Nominations. Not less than twenty (20) days prior to the annual business meeting of
the members, the Nominating Committee shall nominate at least one candidate for each officer and
At-Large Director position and three members to serve on the nominating committed for the coming
year. Nominations may also be made from the floor at the meeting.
4.5 Eligibility: Any member who is willing to actively participate in the management and
affairs of the Corporation shall be eligible to be elected an Officer or At-Large Director.
4.6 Election: The Officers and At-Large Directors shall be elected by a majority vote of
the members present at the annual business meeting of members.
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4.7 Term of Office: Directors shall serve until the next annual business meeting of the
members.
4.8 Resignation or Removal. Any Officer or At-Large Director may resign at any time by
tendering a written resignation to the Board of Directors. Such resignation shall take effect at the time
specified therein, and unless otherwise specified, the acceptance of such resignation shall not be
necessary to make it effective. Directors who miss three consecutive regular meetings of the Board
of Directors in any calendar year may be removed by a vote of 2/3 of the entire Board of Directors at
a regular meeting of the Board for which written notice of the pending vote has been given in
accordance with these Bylaws, unless meetings were missed for extenuating circumstances.
4.9 Vacancies: Vacancies on the Board of Directors shall be filled by appointment by the
remaining members of the Board of Directors. Any director so appointed shall serve until the next
annual business meeting of the members.
4.10 Compensation. No Director shall receive compensation for any service he may render
to the Corporation. However, any Director may be reimbursed, in accordance with previously adopted
Board policy, for his actual expenses incurred in the performance of his duties.
4.11 Duties of Officers: The duties of the officers are as follows:
(a) President – The President shall preside at all meetings of the
members and of the Board of Directors; shall see that resolutions of the
members or the Board are carried out in a timely fashion; shall serve as
the official spokesperson for the Corporation; and shall sign all written
instruments of the Corporation, except as otherwise set forth in these
Bylaws or as determined by Resolution of the Board.
(b) Vice-President – The Vice-President shall act in the place and stead
of the President in the event of his absence, inability or refusal to act;
shall maintain a list of all dues paying members, including their
addresses and their indication of intent concerning transfer of funds to
the small donor committee established by the Corporation; and shall
exercise and discharge such other duties as may be required of him by
the Board.
(c) Secretary – The Secretary shall see that notice is given of all
meetings of members or the Board of Directors; shall record the votes
and keep the minutes of all meetings and proceedings of the Board and
of any business performed at a meeting of members, including an
annual index of all actions taken by the members or the directors; shall
maintain the archives of the Corporation, and shall turn over the
archives to the incoming Secretary; and shall exercise and discharge
such other duties as may be required of him by the Board.
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(d) Treasurer – The Treasurer shall receive and deposit in appropriate
bank accounts all monies of the Corporation and disburse such funds
as directed by resolution of the Board of Directors; shall keep proper
books of account; shall prepare and file any necessary tax returns of the
Corporation and the regular reports required by the Coloado Secretary
of State for small donor committees; shall prepare a proposed annual
budget as needed, and a statement of income and expenditures to be
presented to the Board of Directors at its last meeting of each calendar
year, and deliver a copy to each of the Directors;; and shall exercise
and discharge such other duties as may be required of him by the
Board. Expenditures up to $100 may be paid directly by the Treasurer
without a separate resolution of the Board of Directors.
ARTICLE 5.0
MEETINGS OF DIRECTORS
5.1 Regular Meetings: A regular meeting of the Board of Directors shall be held between
each regular or annual business meeting of members, upon not less than five (5) days notice, at a
place, and at such date and hour as may be determined from time to time by the Board of Directors.
5.2 Special Meetings: Special meetings of the Board of Directors shall be held, upon not less
than twenty-four (24) hours notice, when called by the President of the Board, or by any two Directors,
at such time and place as may be specified in the notice.
5.3 Notice: Written notice delivered personally or by e-mail to each Director by the
Secretary of the Board. A written agenda will be presented at the time notice is given. Any Director
may waive, in writing, any notice of meetings required to be given by these By-Laws.
5.4 Quorum: A majority of the number of Directors shall constitute a quorum for the
transaction of business. Except as specified in these By-Laws, every act or decision done or made by
a majority of the Directors present at a duly held meeting at which a quorum is present shall be
regarded as the act of the Board.
5.5 Voting: All voting shall be by voice vote or a show of hands unless a secret ballot is
requested, in which case secret ballots shall be used. Proxy voting is not permitted. Unless otherwise
stated in these Bylaws, if a quorum is present when a vote is taken, the affirmative vote of a majority
of the directors present is the act of the Board of Directors.
5.6 Public Statements: The Corporation may make a public statement on an issue when
the matter is approved both by a two-thirds vote of the entire Board of Directors and by a majority vote
of the members present when a quorum is present at a meeting of members.
5.7 Action Taken Without a Meeting: The Directors shall have the right to take any action
in the absence of a meeting which they could take at a meeting by obtaining the written or e-mail
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approval of all the Directors. Any action so approved shall have the same effect as though taken at
a meeting of the Directors.
ARTICLE 6.0
COMMITTEES
6.1 Standing Committees. The following standing committees are established by these
Bylaws:
a.) Nominating Committee: which shall nominate candidates for any position open for
election at the annual meeting of members, and which shall offer candidates to the
Board of Directors for any vacancy that occurs between annual meetings.
b.) Outreach Committee: which shall seek to increase the number and diversity of
membership in the Corporation.
6.2 Advisory Committees. The President, or the Board of Directors by resolution, may
create or dissolve any number of additional committees to assist the Board in effectively managing
the affairs or carrying out the work of the Corporation. The purpose and authority of each committee
shall be set out by the President or in the Board resolution at the time of establishment of the
committee.
6.3 Membership on Committees. Each committee shall consist of at least two members,
who shall be members of the Corporation. The Committee members shall be appointed by the
President from volunteers from the membership, except for the Nominating Committee, which shall
be elected by the membership at the annual business meeting of members. The President shall serve
as an ex-officio member of each committee.
6.4 Committee Chairpersons. The President shall appoint a chairperson for each committee
from its members who shall call and chair meetings of the committee and who shall serve as a member
of the Board of Directors of the Corporation. The Board of Directors may remove the chairperson of
any committee if it determines that the chairperson is not fulfilling the obligations of chair.
ARTICLE 7.0
AMENDMENTS
These Bylaws may be amended at the annual business meeting of members, if a quorum is
present by a majority of those members present
ARTICLE 8.0
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of January and end on the thirtyfirst
day of December of every year, unless changed by the Board of Directors.
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ARTICLE 10.0
MEETING PROCEDURE
At all meetings of the Board of Directors, meeting procedure, except as provided by law, the
Articles of Incorporation or the provisions of these By-Laws, shall be governed in accordance with
the latest edition of Robert’s Rules of Order.
ARTICLE 11.0
INTERPRETATION
Wherever used herein, the singular shall include the plural, the plural the singular, and the use
of any gender term (masculine, feminine or neuter) shall include the other terms, as the context may
require. The underlined section and subsection headings are for convenience and are not part of the
substance of these Bylaws.
I HEREBY CERTIFY that these Bylaws were adopted by a two-thirds vote of the members
present and voting at the annual business meeting of the Corporation’s members on the day of
December, 2007.
Secretary
