BYLAWS OF ALTONA GRANGE NUMBER 127

 

DATED: January 13,2008

 

 

Article 1

 

Mission

 

The mission of the Altona Grange Number 127 is to provide an organization and building facility to support a community of people who care about their world, their community and the history of their community. Members come together at the Grange in order to offer support to each other and to participate in their shared values.

 

The Altona Grange is a subordinate member of the Colorado State Grange, of the Order of Patrons of Husbandry, which in turn is subordinate to the Constitution of the National Grange.

 

 

Article 2

 

Principal Office

 

Section 1. Principal Office. The principal office of the corporation shall be located at Altona Grange No. 127, which is located at 9386 N. 39^th Street, Longmont, Colorado, 80503. The principal office may be changed by the board of directors.

 

 

Article 3

 

Members

 

Section 1. Classes of Membership. The corporation shall have two classes of members: regular and honorary.

 

Section 2. Qualifications.

 

(a) Regular members shall be persons sharing the goals and mission of Altona Grange No. 127. Regular members shall have the rights and obligations with respect to voting and all other matters consistent with the rules and regulations of the Colorado State Grange.

 

(b) Honorary members shall be admitted to membership consistent with the rules and regulations of the Colorado State Grange.

 

Article 4

 

Dues and Assessments

 

Section 1. Regular Members. Regular members shall pay dues or assessments in the amounts and at the times determined by the board of directors consistent with the rules and regulations of the Colorado State Grange

 

Section 2. Honorary Members.

 

a. Golden Sheaf Members. Golden Sheaf members shall be admitted to membership consistent with the rules and regulations of the Colorado State Grange or National Grange and shall not be required to pay dues.

 

b. Senior Members. Members older than seventy years of age shall be admitted to membership consistent with the rules and regulations of the Colorado State Grange or National Grange and shall not be required to pay dues.

 

Section 3. Nonpayment of Dues and Assessments. The failure to pay dues or assessments in the amounts and at the times determined by the board of directors shall cause the member's privileges or membership to be suspended or terminated, as determined by the board of directors.

 

 

Article 5

 

Meetings of Members

 

Section 1. Annual Meeting. An annual meeting of the members of the corporation shall be held at a time and date stated in or fixed in accordance with a resolution of the board of directors. The annual meeting shall be held for the election of directors and the transaction of such other business as may properly come before it.

 

Section 2. Regular Meetings. Regular membership meetings may be held at a time and date stated in or fixed in accordance with a resolution of the board of directors.

 

Section 3. Special Meetings. A special meeting of the members may be called by the board of directors or by or at the direction of the president or chairperson of the board. A special meeting may also be called by the members in accordance with Colorado law.

 

Section 4. Notice of Meetings. Notice of a meeting, whether annual, regular or special, shall include the place, date and time of the meeting and shall be sent to the members by mail, hand delivery, facsimile or electronic mail no fewer than 5 days, nor more than 60 days before the meeting with the exception that notice of an annual meeting shall sent no fewer than 30 days before the annual meeting. Notice of an annual meeting or regular meeting shall include a description of any matter or matters that must be approved by the members or for which membership approval is sought. Notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called.

 

Section 5. Voting by Members. All acts and resolutions of the members shall be deemed adopted upon a favorable vote of a majority of the votes cast by members qualified to vote. A member entitled to vote may vote or otherwise act in person or by proxy.

 

Section 6. Quorum/Voting Groups. Unless otherwise provided by law, 25 percent of the vote entitled to be cast on the matter by a voting group, or no less than three persons entitled to vote, constitutes a quorum of that group for action on that matter.

 

Section 7. Action Without Meeting. Any action required or permitted to be taken at a members' meeting may be taken without a meeting if members entitled to vote thereon unanimously agree and consent to such action in writing by mail, hand delivery, facsimile or electronic mail.

 

Section 8. Meetings by Telecommunication. Any or all of the members may participate in an annual, regular, or special meetings of the members, or the meeting may be conducted through the use of any means of communicating by which all persons participating in the meeting may hear each other during the meeting. A person participating in a meeting by this means is deemed to be present in person at the meeting.

 

Section 9. Written Ballots. Any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.

 

 

Article 6

 

Board of Directors

 

Section 1. Size of Board. The corporation shall have a board consisting of not less than 3 directors and not more 21 directors. The number of directors may be fixed or changed from time to time within the range by the members or the board of directors. Directors shall serve a term of one year unless the board or the members decide to create longer and/or staggered terms. Directors may be elected for successive terms.

 

Section 2. Vacancies. Vacancies on the board of directors may be filled for the unexpired term of the predecessor in office by a majority vote of the remaining directors at any meeting of the board of directors. A vacancy created by an increase in the number of directors may be filled for a term of office continuing only until the next election of directors. If, however, the vacant office was held by a director elected by a voting group of voting members or was held by a director elected by a voting group of directors, the vacancy shall be filled in accordance with the requirements of Colorado law.

 

Section 3. Power and Duties of the Directors. The board of directors shall have control and general management of the affairs, property and business of the corporation and, subject to these bylaws, may adopt such rules and regulations for that purpose and for the conduct of its meetings as the board of directors may deem proper. The powers shall include but not be limited to the appointment and removal of the officers of the corporation.

 

Section 4. Election of Directors. The election of directors shall be at the annual meeting of the membership or such other method authorized by these bylaws.

 

 

Article 7

 

Standard Of Conduct For Directors

 

Section 1. Standard of Conduct. Each director shall perform his/her duties as director in good faith, in a manner the director 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. A director shall not be liable to the corporation or its members for any action the Director takes or omits to take as a director, if in connection with such action or omission, the director performs his/her duties in compliance with this Section.

 

Section 2. Representation And Correspondence. Any public representation of the corporation, whether in person or in writing, by a member of the board of directors should, to the best of that person’s ability, reflect the position of the board of directors.

 

 

Article 8

 

Meetings of Directors

 

Section 1. Regular Meetings. Regular meetings of the board of directors may be held without formal notice of the date, time, place or purpose of the meeting.

 

Section 2. Special Meetings. Special meetings of the board of directors shall be preceded by at least two days notice of the date, time, and place of the meeting. The notice need not describe the purpose of the meeting unless otherwise required by law.

 

Section 3. Quorum and Voting. A quorum of the board of directors consists of a majority of the number of directors in office immediately before the meeting begins, or a minimum of three directors.

 

Section 4. Action Without Meeting. Any action required or permitted to be taken at a board of directors' meeting may be taken without a meeting if each and every member of the board in writing either: (a) votes for the action; or (b) votes against the action or abstains, and waives the right to demand that a meeting be held. The affirmative votes must equal or exceed the minimum number necessary to take action at a meeting at which all of the directors then in office were present and voted.

 

 

Article 9

 

Officers and Duties

 

Section 1. Officers. The officers of the corporation shall be members of the board of directors and shall consist of a Master, Overseer, Lecturer, Secretary, and Treasurer. Any two or more offices may be held by the same person, except the offices of President and Treasurer. The board may select the following additional officers traditionally associated with a Grange including but not limited to Steward, Assistant Steward, Lady Assistant Steward, Chaplain, Ceres, Pomona and Flora. Officers shall be elected or appointed by the board of directors at the annual meeting of the directors. A vacancy in any office may be filled by the board of directors at any regular or special meeting called for that purpose. For purposes of communication with the Colorado State Grange the board of directors shall constitute the Executive Committee.

 

 

Section 2. Master. The Master shall serve as president of the board of directors. The master shall preside at all meetings of the members and the board of directors, and may have any other powers and duties as may be conferred by the board of directors. The board of directors may adopt other procedures for conducting and facilitating meetings of the board and members. The Master shall not vote on actions presented to the board of directors or the members, except in the case of a tie, in which case the Master is enabled to vote to break the tie.

 

Section 3. Overseer. The Overseer shall serve as the vice-president of the board and the assistant to the Master. The Overseer may have the authority to sign all contracts and other instruments on behalf of the corporation.

 

Section 4. Lecturer. The Lecturer shall be responsible for planning programs containing educational, inspirational, entertaining, musical and recreational components. The Lecturer should also coordinate events that provide the members the opportunity to express their ideas, thoughts and talents as well as develop their leadership potential.

 

Section 5. Secretary. The secretary shall have the responsibility for the preparation and maintenance of minutes of the directors' and members' meetings and other records and information required to be kept by the corporation and for authenticating records of the corporation. The secretary shall perform all duties usually incident to the office of the secretary, those duties specified in these bylaws, and other duties that may from time to time be delegated by the board of directors. The secretary shall maintain and collect a record of the policies and procedures adopted by the board.

 

Section 6. Treasurer. The treasurer shall have general supervision over the care and custody of the funds and securities of the corporation and shall deposit the same or cause the same to be deposited in the name of the corporation in the bank or banks, trust company or trust companies, that the board of directors may designate. The treasurer shall keep or cause to be kept full and accurate accounts of all receipts and disbursements of the corporation and whenever required by the board of directors, shall render or cause to be rendered financial statements of the corporation.

 

Section 7. Additional Officers. The board may select the following additional officers traditionally associated with a Grange including but not limited to Steward, Assistant Steward, Lady Assistant Steward, Chaplain, Ceres, Pomona and Flora.

 

 

Article 10

 

Committees And Task Forces

 

Section 1. Establishment Of Committees And Task Forces.

 

1. The board or directors shall establish committees (long-term functions) and task forces (short term functions) as may be needed to carry out the corporation’s mission and goals.

 

2. The board shall inform the general membership of:

 

a. the intent to create a committee or task force (except when not reasonable because of the timeliness of some action to be taken),

b. the charter or purpose to be achieved by the committee or task force, and

c. the means by which a member may indicate their desire to serve on the committee or task force.

 

3. The members and chairpersons of committees and task forces shall be formally approved by the board, and such information shall be transmitted to the general membership, including the means by which members may communicate with and influence the activities of the committees and task forces.

 

4. Ex officio members may be appointed from other organizations as a means of recognizing a partnership and/or improving coordination of activities.

 

5. Each committee and task force will have as a liaison one or more directors.

 

6. The board reserves the right to remove a member from a committee or task force and to terminate the committee or task force.

 

Section 2. Responsibilities Of Committees And Task Forces.

 

1. General responsibilities include:

 

a. Developing a plan (including budget) to implement the charter,

b. Presenting the plan/budget for board for approval,

c. Implementing the plan,

d. Keeping track of activities (e.g. meeting minutes), including expenditures, and

e. Presenting regular progress reports to the board.

 

2. Chairpersons are responsible for:

 

a. Leading and coordinating committee/task force member activities,

b. Accounting for expenditures according to board fiscal policies and procedures,

c. Communicating with and being responsible to membership interests, and

d. Ensuring regular communications with the board.

 

3. Decisions by committees and task forces shall be made by consensus as much as possible. In the event of an intractable conflict, or if one is likely, the committee or task force will refer the matter to the board of directors for a vote. The vote of the board will supersede any prior votes made by the committee or task force.

 

4. Plans that involve permanent changes to the Altona Grange building shall be put to a vote of the board.

 

5. Each committee and task force will report regularly to the board of directors.

 

 

Article 11.

 

Expenditure Authority

 

Section 1. Officers of the corporation shall have discretionary spending authority of up to $100.00 per year per person for matters of the corporation’s business without obtaining prior board approval. Records of all expenses shall be duly submitted to the Treasurer.

 

Section 2. Officer expenditures in excess of $100.00 per year per person shall require board approval.

 

Section 3. At-large board members who are not officers shall obtain approval of the board before making any expenditures.

 

Section 4. Committees and task forces shall have discretionary spending authority of up to $100 per year for matters of the corporation’s business without obtaining prior board approval. Records of all expenses shall be duly submitted to the Treasurer.

 

Section 5. Committee expenditures in excess of $100.00 per year per committee shall require board approval.

 

Article 12

 

Compensation and Contracts

 

Section 1. Compensation. Any director or officer of the corporation is authorized to receive reasonable compensation from the corporation for services rendered to the corporation, when authorized by the board.  No director of the corporation may receive compensation merely for acting as a director, but may be reimbursed or paid for expenses incurred in attending meetings of the board or otherwise in representing the corporation.

 

Section 2. Contracts With Directors And Officers. No director or officer of the corporation shall be interested, directly or indirectly, in any contract relating to the operations conducted by it, nor in any contract for furnishing services or supplies to it, unless such contract shall be authorized by the board and unless the fact of such interest shall have been disclosed or known to the board at the meeting at which such contract is so authorized.

 

 

Article 13

 

Amendment of Bylaws

 

Section 1. Board Action. The board of directors may amend the bylaws at any time to add, change, or delete a provision unless it would result in a change of the rights, privileges, preferences, restrictions, or conditions of a membership class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class.

 

Section 2. Membership Action. The members may also amend the bylaws, as outlined above.