BYLAWS OF CAFCA, INC.
The principal office of the corporation shall be located in metropolitan Denver, Colorado. The registered office of the corporation required by the Colorado Revised Nonprofit Corporation Act to be maintained in Colorado will be the same as the principal office, and the address of the registered office may be changed from time to time by the board of directors.
CAFCA, Inc. is organized exclusively for charitable social welfare purposes, including, for such purposes, distributions to organizations which qualify as exempt organizations under either section 501(c)(3) or section 501 (c) (4) of the Internal Revenue Code of 1986, as amended. CAFCA, Inc. has been organized to work on behalf of children and families through the collective strength of its member organizations and their missions. In carrying out these purposes, CAFCA, Inc. elects to be governed by the Colorado Revised Nonprofit Corporation Act, C.R.S. §§7-121-101 - 7-137-303.
Board of Directors and Officers
Section 1 (a). Board of Directors. The board of directors shall consist of the officers described in paragraph (b) of this section and the directors described in paragraph (c) of this section. The officers and directors shall be persons who are employees of the regular member agencies as defined in Article IV, Section 1 (a). In no case shall any regular member of CAFCA have more than one employee or representative as an officer on the board; no regular member shall simultaneously have more than two employees or representatives on the board. The board may appoint ex-officio members at its discretion.
Section 1 (b). Officers and Qualification. The officers of CAFCA shall be a president, a vice president, a secretary-treasurer, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article III. One person may hold any two of said offices (except the same person shall not be both president and vice president, or president and secretary-treasurer), but no such officer shall execute, acknowledge or verify any instruments in more than one capacity if such instrument is required by law or by these bylaws or by resolution of the board of directors to be executed, acknowledged or verified by any two or more officers. The officers of CAFCA shall be natural persons of the age of eighteen years or older and shall be employees of regular member agencies as defined in Article IV, Section 1 (a). All officers shall be the Chief Executive Officer or Executive Director of the member organization or the designee of such person, with the authority to commit the member organization regarding all CAFCA actions.
Section 1 (c). Directors. There shall be no more than 8 and no fewer than 5 directors in addition to the officers identified in section 1(b) of these bylaws. The directors of CAFCA shall be natural persons of the age of eighteen years or older and shall be employees of regular member agencies as defined in Article IV, Section 1 (a). The chairpersons of the standing committees, except for the Nominating committee chairperson, shall be directors whose committee has been established in accordance with Article IV, Section 3 and have been selected in accordance with Article IV, Section 10. A Director-at Large will also be elected. All directors shall be the Chief Executive Officer or the Executive Director of the member organization or the designee of such person, with the authority to commit the member organization regarding all CAFCA actions.
Section 2. Election and Term. The officers of CAFCA, Inc. shall be elected every even-numbered year by the regular members and shall assume office on the following January 1 for a term of two years. Officers may serve a maximum of three consecutive terms, except the Past President who may serve an additional term. Directors chairing the following committees shall be elected in odd-numbered years commencing in 2003: Public Policy and Adoption. Directors chairing the following committees shall be elected in even-numbered years: Foster Care and Children's Treatment Services commencing in 2002. Directors shall assume office on the following January 1 for a term of two years and may serve a maximum of three consecutive terms. The Director-at-Large shall be elected in odd-numbered years commencing in 2005.
Section 3. Subordinate Officers. The board may appoint such other subordinate officers to hold office for such periods of time, have such authority and perform such duties as may be considered desirable, and the board may delegate to any officer the power to appoint any such subordinate officer.
Section 4. Removal. The officers and directors specifically designated in Section 1 of this Article III may be removed by the vote of a majority of the whole of the regular members at a meeting of the regular members called for that purpose whenever in the regular members' judgment the best interests of CAFCA will be served thereby. Except that an officer or director who is absent for more than four meetings in a 12-month period, without adequate notice or cause, may be removed from the board by a two-thirds vote of the board of directors at either a regularly scheduled board meeting or at a special board meeting. Adequate notice of such board action must be provided by written or electronic communication to the director or officer at least five days prior to the proposed removal action by the board. A board member so situated may request the opportunity to be heard prior to final removal action by the board. Subordinate officers, appointed in accordance with the provisions of Section 3 of this Article III, and ex-officio members, appointed under Section 1(a) of this Article III, may be removed, either with or without cause, by a majority vote of the regular members present at a meeting called for that purpose, or by the officer to whom such power of removal may be delegated by the regular members.
Section 5. Resignation. Any officer or director may resign at any time by giving written notice to the membership or to the president or secretary-treasurer of CAFCA. Any 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.
Section 6. Vacancies. (a) A vacancy of an officer occurring because of death, resignation, removal, disqualification, or any other cause shall be filled for the unexpired portion of the term by the board, except that in the case of a vacancy occurring in an office filled in accordance with the provisions of Section 3 of this Article III, such vacancy shall be filled by any officer to whom such power may be delegated by the board.
(b) A vacancy of any director and standing committee chair occurring because of death, resignation, removal, disqualification, or any other cause shall be filled for the unexpired portion of the term by the board upon submission to the board of the name of the person elected by the standing committee to fill the vacancy.
Section 7. The President. The president shall be the active executive officer CAFCA and shall exercise supervision over the business of CAFCA and over its several officers, subject however, to the control of the regular members and the board of directors. The president shall preside at meetings of the members and the board of directors and shall perform all duties as from time to time may be assigned to the president by the regular members and/or the board of directors.
With written consent of the board, the president shall execute all deeds, conveyances, deeds of trust, and other contracts under the seal of CAFCA except where otherwise permitted by law and except where the signing and execution thereof shall be expressly delegated by resolution of the board of directors to some other officer or agent of CAFCA. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by the president, except where the signing of these shall be expressly delegated by resolution of the board of directors to some other officer or agent of CAFCA
Section 8. The Vice President. The vice president shall perform such duties as are given to the vice president by these bylaws or assigned by the regular membership and/or the board. The vice president shall perform all the duties of the president in case of the disability or absence of the president, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall serve as a director on the board of the Colorado Association of Family and Children's Agencies in addition to serving as vice president of CAFCA, Inc. The regular membership may, from time to time, appoint more than one vice president, each of whom shall perform the duties designated by the regular membership and/or the board of directors. The Vice President shall serve as a director on the board of the Colorado Association of Family & Children's Agencies.
Section 9. The Secretary-Treasurer. The secretary-treasurer shall: (a) Keep or cause to be kept correct and complete minutes of the proceedings of CAFCA's members, board of directors and committees having any of the authority of the board of directors;
(b) Assure the safety of the seal of CAFCA and have authority to affix it to all documents requiring such seal;
(c) Keep or cause to be kept at CAFCA's registered office and principal place of business correct and complete membership books reflecting the names and addresses of the members of CAFCA;
(d) Make available to any director or to any member of CAFCA upon written demand stating the purpose thereof, for examination, in person or by agent or attorney, at any reasonable time and for any proper purpose, CAFCA's books and records of account, minutes, and record of members and to make extracts there from;
(e) Make available at the principal office of CAFCA at least ten days before each meeting of members and at the time and place of the meeting of members a complete record of the members entitled to vote at the meeting or any adjournment thereof, arranged in alphabetical order with the address of and the number of votes held by each, for inspection by any member for any purpose germane to the meeting at any time during usual business hours;
(f) Give all notices required by law and these bylaws;
(g) Execute with the president or vice president documents requiring attestation and certification by CAFCA's secretary;
(h) Have charge and custody of, and be responsible for, all funds;
(i) Assure the proper receipt and accounting for funds due and payable to CAFCA from any source whatsoever;
(j) Keep or cause to be kept correct and complete books and records of account;
(k) Render financial statements upon request to the membership;
(l) Assure the preparation and filing of all tax returns and reports required by law, and the collection and payment of taxes such as withheld taxes, sales and use taxes, and any other taxes for which CAFCA may be responsible;
(m) Serve as a director on the board of the Colorado Association of Family and Children's Agencies;
(n) Perform all duties incident to the office of secretary-treasurer, and such other duties as may be assigned by the membership and/or the board of directors.
Section 10. Quorum and Manner of Acting. A simple majority of the board of directors shall constitute a quorum. If a quorum is present, the affirmative vote of the majority of the board of directors shall be the act of the board of directors.
Section 11. Meetings. The board of directors shall meet no less than bimonthly. The board may call a special meeting with (10) days notice to members of the board. Notice of a special meeting shall specify the time, place and purpose of the meeting and shall be given in written, electronic or facsimile form.
Section 12. Duties. The board of directors shall manage the property interests, business and affairs of CAFCA, including taking all necessary steps to achieve the stated purposes of CAFCA, acting upon the admission to membership in CAFCA, reporting to the membership and the public on the activities and finances of CAFCA at CAFCA's annual meeting, including reviewing the report of the secretary-treasurer, auditing all bills and accounts against CAFCA, fixing or delegating authority to fix the compensation of employees of CAFCA, and managing the assets of CAFCA. The board may employ or contract with such persons or agents as it may deem necessary for the carrying on of the business and affairs of CAFCA, any of whom may also be officers of CAFCA. The membership may direct any officer or officers of CAFCA to conduct the ordinary business and affairs of CAFCA.
Section 1. Eligibility and types of membership. Membership in CAFCA is open to public and nonprofit sector agencies or organizations that serve children and their families in Colorado and that: 1) support the mission, goals and objectives of the CAFCA, 2) comply with these bylaws and any other guidelines that may be established by the board of directors, and 3) subscribe to the CAFCA ethics statement. The board of directors shall have the authority to establish membership guidelines in addition to those described in this Section and act upon the application of agencies that petition for membership. New members may be accepted at any regular meeting of the board of directors upon an affirmation vote of a simple majority of the board.
a) A regular member shall be a nonprofit organization that meets all of the above qualifications and pays dues at a rate established pursuant to Article VII, Section 3 of these bylaws.
b) An associate member shall be a nonprofit organization that meets the qualifications set above and pays dues at one half the rate established for regular members pursuant to Article VII, Section 3 of these bylaws for its first two years of membership. After that two-year period such an agency shall be deemed to be a regular member and shall pay full dues.
c) A governmental agency member shall be a public governmental agency that directly services families and children, meets the qualifications set forth in section 1 and pays dues at a rate established pursuant to Article VII, Section 3 of these bylaws.
d) Child Advocate Affiliates may join CAFCA by paying an annual fee. Child Advocate Affiliates are not members but may participate in committee work and receive discounts on Association sponsored trainings. They may not vote, chair CAFCA committees or serve on the board of directors. Only entities not eligible for one of the above categories of membership may affiliate with CAFCA as Child Advocate Affiliates. Those eligible for this category of CAFCA affiliation include, but are not limited to: individuals and consultants who are not employed by an entity that qualifies for membership in any of the above categories; full-time students; other nonprofit or for-profit agencies, churches, hospitals or other institutions that work in related fields and do not qualify for any other category of membership; and corporations that wish to support CAFCA's mission and goals. Annual Affiliate fees shall be negotiated with the Executive Director and may be based upon the current member dues structure or ability to pay.
Section 2. Voting. Only regular members as defined in Section 1 of this Article IV shall be entitled to vote on any issue or at any meeting. Each regular member shall be entitled to one vote, which shall be placed through the regular member's Chief Executive Officer or Executive Director or delegated representative thereof. For purposes of determining a quorum with respect to a particular proposal, and for the purposes of casting a vote for or against a particular proposal, a member may be deemed to be present at a meeting and to vote if the director has granted a signed written proxy to another director who is present at the meeting, authorizing the other director to cast the vote that is directed to be cast by the written proxy with respect to the particular proposal that is described with reasonable specificity in the proxy.
Section 3. Committees. (a) There are five standing committees. The standing committees representing service areas shall be: Children's Treatment Services, Adoption, and Foster Care. Each member shall have representatives on one or more service area committees based on the services provided by that member. The standing committees representing organizational issues shall be: Public Policy, and Nominating. The board may create, merge or delete standing committees at any time. Such creation or deletion shall be determined by a majority vote of the board in accordance with Article IV. Section 11.
(b) One or more task forces may be created under specific standing committees, e.g., the Short Term/Shelter Task Force of the Children's Treatment Services Committee.
(c) The board may, from time to time, appoint other committees or task forces, except that they shall not be deemed as standing committees for the purposes of these bylaws unless otherwise stated.
(d) The president of shall, with the advice and consent of the board, appoint two members to serve on the Nominating committee. The immediate past president shall chair the Nominating committee.
(e) All members are encouraged to attend and participate in meetings of any committee that represents their interests and concerns.
Section 4. Annual meeting. The regular annual meeting of members of CAFCA shall be held during the last quarter of each year at such place, date and time within the state of Colorado, as may be determined by the board. At the regular annual meeting of the members in even numbered years, the officers and directors for the ensuing two-year term shall be elected. At every annual meeting the officers of CAFCA shall present their annual reports, and the secretary-treasurer shall have on file for inspection and reference a complete record of members, as provided in Section 9(e) of Article III of these bylaws. Failure to hold the annual meeting at the designated time shall not result in a forfeiture or dissolution of the corporation.
Section 5. Special meetings. Special meetings of the members may be called by the board, the executive director, or by at least 25% of the regular membership. Notice of special meetings shall be given to all members by written, facsimile or electronic communication ten (10) days prior to the special meeting and shall specify the time, place and object or objects thereof. No other business than that specified in the notice shall be considered in any such meeting.
Section 6. Place of meetings. The membership, the board, or the executive director may designate any place, either within or without the state of Colorado, as the place for any annual meeting or for any regular or special meeting called by the membership or the board. If a special meeting shall be called otherwise than by the membership, or if the membership does not designate a place, the place of meeting shall be the registered office of CAFCA.
Section 7. Notice of meetings. Written notice stating the place, date and hour of the meeting, and, in case of a special meeting, the purpose for which the meeting is called, shall be delivered or transmitted not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally, by electronic transmission, facsimile, or by mail, by or at the direction of the president, or the secretary-treasurer, or the officer or person calling the meeting, to each member. If requested by the person or persons lawfully calling such meeting, the secretary-treasurer shall give notice thereof, at CAFCA's expense.
Section 8. Meetings by conference telephone or similar communications equipment. Members may participate in any meeting by means of conference telephone 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 a meeting.
Section 9. Action by members without a meeting. Any action required by the Colorado Revised Nonprofit Corporation Act to be taken at a meeting of members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members, or directors and officers entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the members entitled to vote at that meeting of the members or the board of directors.
Section 10. Election of directors and committee chairs. (a) In each odd-numbered year and at least 14 days prior to the election of officers at the annual membership meeting, the Public Policy and Adoption committees shall elect their chairs. In each even-numbered year and at least 14 days prior to the annual membership meeting, the Foster Care, and Children's Treatment Services committees shall elect their chairs. The terms of the chairs shall run from January of the ensuing year and for two years thereafter.
(b) The nominating committee shall, at least thirty (30) days before the election, solicit suggestions from the regular membership of persons to serve on the board as officers of CAFCA and as the Director-at-Large, from the standing committees, names of persons who shall serve as chairs of the standing committees. Names received shall aid the nominating committee in preparing a single slate of candidates for election. The nominating committee shall mail or electronically transmit the slate of candidates to the membership ten (10) days prior to the election. Election shall be by ballot accepted by attendance at the annual meeting or by proxy vote in accordance with Article IV, Section 2 and a majority of the votes cast shall be necessary to elect each member of the board of directors. Each officer and director, except such officers as may be appointed in accordance with the provisions of Section 3 of Article III, shall hold office until such officer's and director's successor shall have been duly elected and qualified, or until such officer's death, resignation, or removal in the manner herein provided.
(c) Election of officers and directors shall be by such of the representatives of regular members as attend the annual meeting. Each regular member entitled to vote at such election has the right to vote for as many persons as there are directors to be elected and for whose election the regular member has a right to vote.
Section 11. Quorum and manner of acting. Unless otherwise provided in the Articles of Incorporation or a certificate of designation, one-third plus one of the regular member agencies represented at a membership meeting shall constitute a quorum. If a quorum is present, the affirmative vote of the majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented at the meeting shall be the act of the members, unless the vote of a greater proportion or number or voting by classes is required by the Colorado Revised Nonprofit Corporation Act, the Articles of Incorporation, or a certificate of designation or these Bylaws. In the absence of a quorum, those present may adjourn the meeting from day to day but in no event for a period to exceed sixty (60) days at any one adjournment.
For public policy positions deemed controversial and therefore necessitating a vote by the relevant service area committee(s), twenty-four hours notice of the issues must be given verbally, in writing or by facsimile or email transmission. The affirmative vote of three-fourths of the members entitled to vote shall be the act of the members. If time constraints do not permit a meeting, voting may take place by electronic or facsimile transmission.
Section 12. Waiver of notice and approval of action. Whenever any notice is required to be given to any member or director of the corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Colorado Revised Nonprofit Corporation Act, or otherwise, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before, at, or after the event or other circumstance requiring such notice, shall be deemed equivalent to the giving of such notice.
Section 13. Duties. A member shall perform the duties as a member, including the duties as a member of any committee of CAFCA upon which the member may serve, in good faith, in a manner the member reasonably believes to be in the best interests of, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing such duties, a member shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by persons and groups listed in paragraphs (a), (b), and (c) below; but such member shall not be considered to be acting in good faith if such member has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A member who so performs said duties shall not have any liability by reason of being or having been a member of CAFCA. Those persons and groups on whose information, opinions, reports, and statements a member is entitled to rely are:
(a) One or more officers or employees of CAFCA whom the member reasonably believes to be reliable and competent in the matters presented;
(b) Counsel, public accountants, or other persons as to matters which the member reasonably believes to be within such persons' professional or expert competence; or
(c) A committee of CAFCA, Inc. upon which the member does not serve, duly designated in accordance with a provision of the Articles of Incorporation or the Bylaws, as to matters within its designated authority, which committee the member reasonably believes to merit confidence.
Section 14. Order of business. The order of business at the annual meeting shall be as follows: Calling of roll; Proof of due notice of meeting or waiver of notice; Reading and disposal of any unapproved minutes; Annual reports of officers and committees including a financial report; Election of officers and directors; Unfinished business; New business; Adjournment.
The Board shall employ an Executive Director who shall be responsible directly to the president and, through the president, to the board for carrying out the policies and goals of CAFCA in accordance with its stated mission and managing its operations and finances. The Executive Director shall carry out all duties ascribed by the board, including but not limited to monitoring annual legislation and state and local policy as it pertains to children and families, coordinating and advocating for member positions, supervising the lobbyist selected by the board of directors and coordinating advocacy efforts with the lobbyist, supervising the accountant selected by the board of directors, and ongoing communication with members as needed. The Executive Director shall employ and dismiss all members of the staff in accordance with the policies established by the board of directors. The Executive Director shall keep the directors informed of overall operations and financial performance of CAFCA and shall attend all meetings of the board of directors, unless excused by the president. The president and board of directors shall be responsible for ensuring the evaluation of the Executive Director's performance by annual written review.
Section 1. Definitions. For purpose of this Article VI, the following terms shall have the meanings set forth below:
(a) "Corporation" means the corporation and, in addition to the resulting or surviving corporation, any domestic or foreign predecessor entity of the corporation in a merger, consolidation or other transaction in which the predecessor's existence ceased upon consummation of the transaction.
(b) "Expenses" means the actual and reasonable expenses, including attorneys' fees, incurred by a party in connection with a proceeding.
(c) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to a private foundation or an employee benefit plan) or expense incurred with respect to a proceeding.
(d) "Official Capacity" when used with respect to a director of the corporation means the office of director in the corporation, and when used with respect to a person in a capacity other than as a director (even if such person is also a director) means the office in the corporation held by the officer or the employment relationship undertaken by the employee on behalf of the corporation in the performance of his or her duties in his or her capacity as such officer or employee. "Official capacity" does not include service for any other foreign or domestic corporation or for any partnership, joint venture, trust, other enterprise or employee benefit plan when acting directly on behalf of such other corporation, partnership, joint venture, trust, enterprise or plan as a director, officer, employee, fiduciary or agent thereof.
(e) "Party" means any person who was, is, or is threatened to be made, a named defendant or respondent in a proceeding by reason of the fact that such person is or was a director, officer or employee of the corporation, and any person who, while a director, officer or employee of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of any other foreign or domestic corporation or of any partnership, joint venture, trust, other enterprise or employee benefit plan. A party shall be considered to be serving an employee benefit plan at the corporation's request if such party's duties to the corporation also impose duties on or otherwise involve services by such party to the plan or to participants in or beneficiaries of the plan.
(f) "Proceeding" means any threatened, pending or completed action, suit or proceeding, or any appeal therein, whether civil, criminal, administrative, arbitrative or investigative (including an action by the corporation) and whether formal or informal.
Section 2. Right to Indemnification.
(a) Standards of Conduct. Except as provided in paragraph (d) below, the corporation shall indemnify any party to a proceeding against liability incurred in or as a result of the proceeding if (i) such party conducted himself or herself in good faith, (ii) such party reasonably believed (A) in the case of a director acting in his or her official capacity, that his or her conduct was in the corporation's best interests, or (B) in all other cases, that such party's conduct was at least not opposed to the corporation's best interests, and (iii) in the case of any criminal proceeding, such party had no reasonable cause to believe his or her conduct was unlawful. For purposes of determining the applicable standard of conduct under this Section 2, any party acting in his or her official capacity who is also a director of the corporation shall be held to the standard of conduct set forth in Section 2(a)(ii)(A), even if such party is sued solely in a capacity other than as a director.
(b) Employee Benefit Plans. A party's conduct with respect to an employee benefit plan for a purpose such party reasonably believed to be in the interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirements of Section 2(a)(ii)(B). A party's conduct with respect to an employee benefit plan for a purpose that such party did not reasonably believe to be in the interests of the participants in or beneficiaries of the plan shall be deemed not to satisfy the requirements of Section 2(a)(i).
(c) Settlement. The termination of any proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, is not of itself determinative that the party did not meet the applicable standard of conduct set forth in Section 2(a).
(d) Indemnification Prohibited. Except as hereinafter set forth in this Section 2(d), the corporation may not indemnify a party under this Section 2 either (i) in connection with a proceeding by the corporation in which the party is or has been adjudged liable for gross negligence or willful misconduct in the performance of the party's duty to the corporation, or (ii) in connection with any proceeding charging improper personal benefit to the party, whether or not involving action in the party's official capacity, in which the party was adjudged liable on the basis that personal benefit was improperly received by the party (even if the corporation was not thereby damaged). Notwithstanding the foregoing, the corporation shall indemnify any such party if and to the extent required by the court conducting the proceeding, or any other court of competent jurisdiction to which the party has applied, if it is determined by such court, upon application by the party, that despite the adjudication of liability in the circumstances in clauses (i) and (ii) of this Section 2(d) or whether or not the party met the applicable standard of conduct set forth in Section 2(a), and in view of all relevant circumstances, the party is fairly and reasonably entitled to indemnification for such expenses as the court deems proper in accordance with the Colorado Revised Nonprofit Corporation Act.
(e) Claims by Corporation. Indemnification permitted under this Section 2 in connection with a proceeding by the corporation shall be limited to expenses incurred in connection with the proceeding.
(f) Combined Proceedings. If any claim made by the corporation against a party is joined with any other claim against such party in a single proceeding, the claim by the corporation (and all expenses related thereto) shall nevertheless be deemed the subject of a separate and distinct proceeding for purposes of this Article.
Section 3. Prior Authorization Required. Any indemnification under Section 2 (unless ordered by a court) shall be made by the corporation only if authorized in the specific case after a determination has been made that the party is eligible for indemnification in the circumstances because the party has met the applicable standard of conduct set forth in Section 2(a) and after an evaluation has been made as to the reasonableness of the expenses. Any such determination, evaluation and authorization shall be made by the board of directors by a majority vote of a quorum of such board, which quorum shall consist of directors not parties to the subject proceeding, or by such other person or body as permitted by law.
Section 4. Success on Merits or Otherwise. Notwithstanding any other provision of this Article VI, the corporation shall indemnify a party to the extent such party has been successful, on the merits or otherwise, including without limitation, dismissal without prejudice or settlement without admission of liability, in defense of any proceeding to which the party was a party against expenses incurred by such party in connection therewith.
Section 5. Advancement of Expenses. The corporation shall pay for or reimburse the expenses, or a portion thereof, incurred by a party in advance of the final disposition of the proceeding if: (a) the party furnishes the corporation a written affirmation of such party's good-faith belief that he or she has met the standard of conduct described in Section 2(a)(i); (b) the party furnishes the corporation a written undertaking, executed personally or on behalf of such party, to repay the advance if it is ultimately determined that the party did not meet such standard of conduct; and (c) authorization of payment and a determination that the facts then known to those making the determination would not preclude indemnification under this Article have been made in the manner provided in Section 3. The undertaking required by clause (b) must be an unlimited general obligation of the party, but need not be secured and may be accepted without reference to financial ability to make repayment.
Section 6. Payment Procedures. The corporation shall promptly act upon any request for indemnification, which request must be in writing and accompanied by the order of court or other reasonably satisfactory evidence documenting disposition of the proceeding in the case of indemnification under Section 4 and by the written affirmation and undertaking to repay as required by Section 5 in the case of indemnification under such Section. The right to indemnification and advances granted by this Article shall be enforceable in any court of competent jurisdiction if the corporation denies the claim, in whole or in part, or if no disposition of such claims is made within ninety days after written request for indemnification is made. A party's expenses incurred in connection with successfully establishing such party's right to indemnification, in whole or in part, in any such proceeding shall also be paid by the corporation.
Section 7. Insurance. By action of the board of directors, notwithstanding any interest of the directors in such action, the corporation may purchase and maintain insurance in such amounts as the board of directors deems appropriate to protect itself and any person who is or was a director, officer, employee, fiduciary or agent of the corporation, or who, while a director, officer, employee, fiduciary or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary or agent of any other foreign or domestic corporation or of any partnership, joint venture, trust, other enterprise or employee benefit plan against any liability asserted against or incurred by such person in any such capacity or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under applicable provisions of law or this Article. Any such insurance may be procured from any insurance company designated by the board of directors, whether such insurance company is formed under the laws of Colorado or any other jurisdiction, including any insurance company in which the corporation has an equity or any other interest, through stock ownership or otherwise. The corporation may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.
Section 8. Right to Impose Conditions to Indemnification. The corporation shall have the right to impose, as conditions to any indemnification provided or permitted in this Article, such reasonable requirements and conditions as may appear appropriate to the board of directors in each specific case and circumstances, including but not limited to any one or more of the following: (a) that any counsel representing the party to be indemnified in connection with the defense or settlement of any proceeding shall be counsel mutually agreeable to the party and to the corporation; (b) that the corporation shall have the right, at its option, to assume and control the defense or settlement of any claim or proceeding made, initiated or threatened against the party to be indemnified; and (c) that the corporation shall be subrogated, to the extent of any payments made by way of indemnification, to all of the indemnified party's right of recovery, and that the party to be indemnified shall execute all writings and do everything necessary to assure such rights of subrogation to the corporation.
Section 9. Other Rights and Remedies. Except as limited by law, the indemnification provided by this Article shall be in addition to any other rights which a party may have or hereafter acquire under any law, provision of the articles of incorporation, any other or further provision of these bylaws, vote of the board of directors, agreement, or otherwise.
Section 10. Applicability: Effect. The indemnification provided in this Article shall be applicable to acts or omissions that occurred prior to the adoption of this Article, shall continue as to any party entitled to indemnification under this Article who has ceased to be a director, officer or employee of the corporation or, at the request of the corporation, was serving as and has since ceased to be a director, officer, partner, trustee, employee, fiduciary or agent of any other domestic or foreign corporation, or of any partnership, joint venture, trust, other enterprise or employee benefit plan, and shall inure to the benefit of the estate and personal representatives of each such person. The repeal or amendment of this Article or of any Section or provision hereof that would have the effect of limiting, qualifying or restricting any of the powers or rights of indemnification provided or permitted in this Article shall not, solely by reason of such repeal or amendment, eliminate, restrict or otherwise affect the right or power of the corporation to indemnify any person, or affect any right of indemnification of such person with respect to any acts or omissions that occurred prior to such repeal or amendment. All rights to indemnification under this Article shall be deemed to be provided by a contract between the corporation and each party covered hereby.
Section 11. Indemnification of Agents. The corporation shall have the right, but shall not be obligated, to indemnify any agent of the corporation not otherwise covered by this Article to the fullest extent permissible by the laws of Colorado. Unless otherwise provided in any separate indemnification arrangement, any such indemnification shall be made only as authorized in the specific case in the manner provided in Section 3.
Section 12. Savings Clause: Limitation. If this Article or any Section or provision hereof shall be invalidated by any court on any ground, then the corporation shall nevertheless indemnify each party otherwise entitled to indemnification hereunder to the fullest extent permitted by law or any applicable provision of this Article that shall not have been invalidated. Notwithstanding any other provision of these bylaws, the corporation shall neither indemnify any person nor purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with the qualification of the corporation as an organization described in Section 501(c)(3) or Section 501(c)(4) of the Internal Revenue Code, or that would result in the imposition of any liability under section 4941 of the Internal Revenue Code.
Section 1. Colorado Revised Nonprofit Corporation Act. The provisions of the Colorado Revised Nonprofit Corporation Act shall apply to CAFCA, Inc.
Section 2. Corporate seal. The seal of CAFCA shall consist of two concentric circles, between which shall be the name of CAFCA and the word "Colorado" and in the center of which shall be inscribed the word "seal", which seal, as impressed on the margin hereof, is hereby adopted as the seal of CAFCA, Inc.
Section 3. Dues. Dues for the various types of membership described in Article IV, Section 1, shall be established by approval of a majority of the regular members in attendance at the annual meeting or at a special meeting called for that purpose.
Section 4. Fiscal year. The fiscal year for CAFCA shall be the calendar year.
Section 5. Records. The board of CAFCA may select, annually, a certified pubic accounting firm to audit or review the financial records of CAFCA, Inc.
Section 6. Compensation and reimbursement to directors of expenses. Directors shall not receive compensation for their services as such, although the reasonable expenses of directors in attendance at board meetings may be paid or reimbursed by the corporation. Directors shall not be disqualified to receive reasonable compensation for services rendered to or for the benefit of the corporation in any other capacity. Any payments made to a director of CAFCA, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service or other properly constituted taxing authority, shall be reimbursed by such director to CAFCA to the full extent of such disallowance.
Section 7. Limitations. CAFCA, Inc. shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Section 8. Definition of member representative. Member representative is a natural person who is an employee of a member agency and delegated by the agency to represent that agency in the affairs of CAFCA and to commit the agency.
Section 9. Non-discrimination. CAFCA does not discriminate on the basis of religion, race, ethnicity, culture, nationality, language, military service, political affiliation, sexual orientation, health status, physical appearance or ability, mental capacity, familial/marital status, gender or age.
Section 10. Conveyances and Encumbrances. Property of the corporation may be assigned, conveyed or encumbered by such officers of the corporation as may be authorized to do so by the board of directors, and such authorized persons shall have power to execute and deliver any and all instruments of assignment, conveyance and encumbrance; however, the sale, exchange, lease or other disposition of all or substantially all of the property and assets of the corporation shall be authorized only in the manner prescribed by applicable statute.
Section 11. Conflicts of Interest. If any person who is a director or officer of the corporation is aware that the corporation is about to enter into any business transaction directly or indirectly with such person, any member of that person's family, or any entity in which that person has any legal, equitable or fiduciary interest or position, including without limitation as a director, officer, shareholder, partner, beneficiary or trustee, such person shall (a) immediately inform those charged with approving the transaction on behalf of the corporation of that person's interest or position, (b) aid the persons charged with making the decision by disclosing any material facts within that person's knowledge that bear on the advisability of such transaction from the standpoint of the corporation, and (c) not be entitled to vote on the decision to enter into such action.
Section 12. References to Internal Revenue Code. All references in these bylaws to provisions of the Internal Revenue Code are to the provisions of the Internal Revenue Code of 1986, as amended, and shall include the corresponding provisions of any subsequent federal tax laws.
Section 13. Severability. The invalidity of any provision of these Bylaws shall not affect the other provisions hereof, and in such event these Bylaws shall be construed in all respects as if such invalid provisions were omitted.
Section 14. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select.
Section 15. Surety Bonds. The board of directors may require any officer or agent of the corporation to execute to the corporation a bond in such sums and with such sureties as shall be satisfactory to the board, conditioned upon the faithful performance of such person's duties and for the restoration to the corporation of all books, papers, vouchers, money and other property of whatever kind in such person's possession or under such person's control belonging to the corporation.
Any and all provisions of these bylaws may be altered, amended or repealed by a two-thirds majority of regular members in attendance at the annual meeting or by proxy vote in accordance with Article IV, Section 2 or at a special meeting called for that purpose, provided written notice of the proposed changes is transmitted electronically, delivered personally, or mailed to all members thirty (30) days prior to the annual or special meeting.