BYLAWS
June 4, 2012
INDEX
Article I
Name……………………………………………………………………….
1
Article II
Purposes………………………………………………………………….
1
Article III
Investment………………………………………………………………
2
Article IV
Board of Directors……………………………………………………
2
Article V
Officers, Directors & Their Election…………………………..
2-3
Article VI
Duties of Officers……………………………………………………..
3-4
Article VII
Duties of Directors……………………………………………………
4
Article VIII
Meetings…………………………………………………………………..
5
Article IX
Fiscal Year…………………………………………………………………
5
Article X
Standing & Special Committees…………………………………
6
Article XI
Rules of Order…………………………………………………………..
6
Article XII
Indemnification……………………………………………………….
6-7
Article XIII
Amendments……………………………………………………………
7-9
BYLAWS
LA PLATA ECONOMIC DEVELOPMENT ALLIANCE, INC.
As of
June 4, 2012
ARTICLE I
NAME
The name of the Corporation shall be:
La Plata Economic Development Alliance, Inc. and it is sometimes referred to in these Bylaws as
the Corporation.
ARTICLE II
PURPOSES
The purposes for which the Corporation is formed are to promote the common interest of all
residents of La Plata County, Colorado (hereafter sometimes referred to as the “County”) including its
businesses, cities, towns, and tribal nation for the enhancement of economic conditions and the
economic base of the County, encouraging development of new businesses and local industry,
improvement of employment opportunities for the residents of the County, and the specific charitable
purpose of lessening the burden on local government in promoting economic development. In
particular, the Corporation is organized as a not-for-profit corporation pursuant to the provisions of
Sections 501(c)(6) of the United States Internal Revenue Code. The Corporation is not formed for any
pecuniary or financial gain and no part of its assets, income or profits of the Corporation shall be
distributable, or inure to the benefit of the Directors, Officers and Investors of the Corporation except to
the extent permitted by the not-for-profit corporation laws of the State of Colorado and the United
States Internal Revenue Service. The Corporation shall not attempt to influence local legislation or
political action as a substantial part of its activities and it may not participate in any campaign activity for
or against political candidates. The Corporation shall not discriminate against any person on the
grounds of race, color, creed, national origin, sexual orientation, sex or disability.
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ARTICLE III
INVESTMENT
Any individual or entity, which subscribes to the purposes and basic policies of the Corporation
may become an Investor in the Corporation (“Investor”), subject only to compliance with the provision
of the bylaws. “Investor” shall be described as any member who has made a $250.00 contribution or
more. Investment in the Corporation shall be available without regard to race, color, creed, national
origin, sexual orientation, sex or disability.
The Corporation shall conduct enrollment of Investors as specified by the Board of Directors.
Only Investors in good standing of the Corporation shall be eligible to participate in its business
meetings, or to serve in any of its elective or appointive positions and shall only be allowed one vote in
any election.
ARTICLE IV
BOARD OF DIRECTORS
The voting members of the Board of Directors shall consist of nine (9) Investors of the
Corporation. There shall be five (5) members from the Private Sector and four (4) members from the
Public Sector totaling nine (9) Directors.
The four (4) members of the Public shall be as follows: one (1) representative from the City of
Durango, one (1) representative from the Town of Bayfield, one (1) representative from the Town of
Ignacio and one (1) representative from the La Plata County Commissioners; all of which are appointed
by their respective governing bodies every year.
The Board of Directors shall manage and control the business and property of the Corporation.
The Board of Directors shall have all powers as specified by law to administer, govern and control the
Corporation.
ARTICLE V
OFFICERS, DIRECTORS and THEIR ELECTION
Election of the Private Sector Board members shall be for a 3-year term and elected for no more
than two consecutive terms. The Board members elected for two consecutive terms are required to
come off the Board for one election cycle before being elected again.
There shall be two (2) Private Sector Board Member seats up for election in October 2012, and
every 3 years thereafter. The remaining three private sector Board Members shall be up for election in
October 2013 and every three years thereafter. This shall be the pattern for elections and re-elections
of private sector Board Members (2 elected the first year, 3 the second year, 0 the third year).
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The officers of the Corporation shall consist of the Chairman, Vice Chairman, Secretary, and
Treasurer. All members of the Board of Directors shall serve until election and qualification of their
successors.
ELECTION OF PRIVATE SECTOR DIRECTORS. At the September Investor’s Meeting, the chairman
shall invite nominations to be made from the floor. Candidates will be announced one week before the
October Investor’s meeting and voting will be held at the October Investor’s meeting. Investors must be
present to vote. The persons receiving the greatest number of votes of the investors present shall be
elected to the Board of Directors. Only those persons who have signified their consent to serve, if
selected, shall be nominated for or elected to the Board of Directors and, if so elected shall take office
on January 1st following their election.
VACANCY. A vacancy occurring on the Board of Directors of a person appointed by the City of
Durango, Town of Bayfield, Town of Ignacio or La Plata County shall be filled by the respective
appointing authority for the unexpired term. All other vacancies occurring to the Board of Directors
shall be filled by a person elected by a majority vote of the remaining members of the Board of Directors
present at the election meeting and shall serve the remaining term of the seat elected.
ELECTION OF OFFICERS. Every year in January, the Board shall elect the officers’ positions. The
Chairman and Vice-Chairman shall always be from Private Sector representation. The Secretary and
Treasurer maybe elected from either the Private and/or Public Sector. The Secretary and Treasurer of
the Corporation may be one person. Officers elected by the Board of Directors shall take office effective
January 1st of the year of their election and serve one year.
The Board Member elected as Chairman may serve as Chairman for no more than 2 consecutive
years.
REMOVAL. A member of the Board of Directors, or an officer, may be removed from the
Board, or from such office by a 2/3rds majority of the Investors at a regular meeting, or at a special
meeting called for such purpose.
ARTICLE VI
DUTIES OF OFFICERS
The Chairman shall preside at all meetings of the Corporation and of the Board of
Directors at which he or she may be present; shall perform such other duties as may be prescribed
in these Bylaws or assigned to him or her by the Corporation or by the Board of Directors and shall
coordinate the work of the Officers and Committees of the Corporation in order that the
Corporation purposes may be advanced.
The Vice Chairman shall act as aide to the Chairman and the Vice Chairman shall
perform the duties of the Chairman in the absence or disability of that officer to act. The immediate
Past Chairman shall perform the duties of the Chairman in the absence or disability of both
Chairman and the Vice Chairman.
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The Board of Directors may employ an Executive Director of the Corporation. Such person shall
be responsible to the Board for the competent discharge of all duties normally attached to such
office. The Executive Director may execute all legal documents for the corporation as authorized by
appropriate resolution of the Board of Directors.
The Secretary shall perform such duties as may be delegated to such person, including,
but not limited to, the keeping of minutes for all meetings of the Corporation and Board of
Directors.
The Treasurer shall oversee custody of all of the funds of the Corporation; shall oversee
a full and accurate accounting of all receipts and expenditures, and shall oversee disbursements in
accordance with the approved budget, as authorized by the Corporation, the Board of Directors, or a
special committee. The Treasurer shall present a financial statement at every meeting of the
Corporation and at other times when requested by the Board of Directors and shall make a full
report at the Annual Meeting. The Treasurer shall be responsible for oversight of the maintenance
of such books of account and records in conformance with the requirements of the Bylaws. The
Treasurer’s accounts shall be examined annually by an auditor or an auditing committee of not less
than three Board Members.
ARTICLE VII
DUTIES OF DIRECTORS
The Board of Directors shall perform duties as follows:
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Determine policy, mission, goals and strategies for the Corporation.
Review and adopt strategic plan, annual action plan and monitor progress for the Corporation.
Actively support the mission of the Alliance.
Active participation and drive the organization.
Review and adopt annual budget for the Corporation.
Employ, terminate and monitor performance of the Executive Director.
Conduct fundraising for the Corporation.
Drive efforts to expand Investor membership.
Must meet consecutive meeting requirements.
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ARTICLE VIII
MEETINGS
Regular meetings of the Board of Directors shall be held at such times and places fixed
by the Board of Directors at its first meeting in each year. The time and place of such meetings shall
be specified by the Chairman. Unless provided otherwise by the Board of Directors, three (3) day
notice shall be given to each member of the Board of Directors when a scheduled meeting is
changed as to time and place.
Newly elected Board members are required to attend Board meetings during the period
between their election and taking office in January for purposes of familiarization and continuity.
Special meetings may be called by the Chairman or by a majority of the members of the
Board of Directors on three (3) day written notice. If a special meeting is called by a majority of the
Board of Directors, such notice shall be in writing or by electronic mail and delivered to the Board of
Directors specifying the time and place of such meeting as set forth in said notice.
A majority of the members of the Board of Directors shall constitute a quorum for the
transaction of business in any meeting of the Corporation.
An annual meeting of the Board of Directors and the Corporation shall be held each year
at a time determined by the Board of Directors.
Board members may not have more than two (2) excused absences in a row. More than
four (4) absences in a year may be cause for removal, including excused absences. Exceptions may
be made by the Chairman.
ARTICLE IX
FISCAL YEAR
The fiscal year of the Corporation shall commence on January 1st and terminate on the
next succeeding December 31st.
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ARTICLE X
STANDING AND SPECIAL COMMITTEES
The Board of Directors may create such standing committees as it may deem necessary
to promote the purposes and carry on the work of the Corporation. The Board Chairman or the
Executive Director shall appoint and have the ability to remove any member of a standing
committee. The scope of the committee’s work needs approval of the Board of Directors and no
committee work shall be undertaken without the consent of the Board of Directors. The Chairman
may appoint ad-hoc committees as needed.
ARTICLE XI
RULES OF ORDER
All questions of parliamentary procedure shall be settled according to “Roberts’ Rules of
Order” whenever they are not consistent with the Articles of Incorporation or the Bylaws of this
organization.
ARTICLE XII
INDEMNIFICATION
AGREEMENT TO INDEMNIFY. Any person (including the estate or personal
representative of a deceased director) who was or is a party or is threatened to be made a party to
any administrative or investigative action (including any action or suit by or in the right of the
Corporation to procure a judgment in its favor), by reason of the fact that (a) he is or was a Director
or Officer of the corporation, or (b) he is or was a Director or Officer of the corporation and is or
was serving at the request of the Corporation as a Director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the
Corporation, if, as and to the extent authorized by the laws of the State of Colorado, against
expenses, (including attorney’s fees), judgments, fines and amount paid in settlement actually and
reasonably incurred by him in connection with the defense of settlement of such action, suit or
proceeding. The Corporation may indemnify any person (including the estate or personal
representative of a deceased director) who is or was an employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a Director, Officer, employee or agent of another
corporation, partnership, join venture, trust or other enterprise to the extent an under the
circumstances provided by the foregoing sentence. The indemnification provided by this Article XII
and by the laws of the State of Colorado shall not be deemed exclusive of another’s rights which any
person indemnified may be entitled to under any bylaws, agreement, vote of members or
disinterested directors or otherwise.
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LIABILITY INSURANCE. To the extent permitted by the Colorado Corporation Code, that
Corporation may purchase and maintain insurance on behalf of any person who is or was a Director,
Officer, employee or agent of the Corporation or is or was serving at the request of the Corporation
as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him or her and incurred by him or her in such
capacity or arising out of his status as such, whether or not the corporation would have the power
to indemnify him or her against such liability under the provisions of the Colorado Corporation
Code.
ARTICLE XIII
AMENDMENTS
These bylaws may be amended by a two-thirds majority vote of the Board of Directors.
No amendments shall be voted on at a meeting at which it is proposed, but shall lie over until the
next succeeding meeting of the Board.
Amended and approved November 18, 2010.
Amended and approved February 6, 2012.
Amended and approved May 2, 2012.
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La Plata Economic Development Alliance
Amendment to the
January 10, 2011 Bylaws
On February 6, 2012, the Alliance Executive Board of Directors voted unanimously to allow the
both the Town of Bayfield and the Town of Ignacio to have representation on the executive board.
Currently, the bylaws state that each Town will occupy a seat in alternating years. This seat was to be
determined by the La Plata County Board of Commissioners. The Towns will now be responsible for
determining their board members, relieving the County Commissioners from this duty. To balance the
addition of a new public board member, the executive board unanimously voted to add an additional
private sector representative. The executive board will now consist of nine members, four of which are
from the public sector and five of which are from the private sector.
Article IV regarding the Board of Directors, the Bylaws shall be changed to the following:
Article IV
Board of Directors
The Board of Directors shall consist of nine (9) investors of the Corporation together with exofficio members (or their successors) for which provision is made hereafter. Four (4) of the nine (9)
Board Member positions will be reserved for members elected at large by the Investors and four (4) will
be reserved for public representation as follows; one representative, who shall be a Council Member,
designated by the City Council of Durango, one representative, who shall be a La Plata County
Commissioner, designated by the County Commissioners, one representative from the Town of Bayfield,
designated by the Board of Trustees, who shall be a member of the Board of Trustees, The Town
Manager, or an appointee, one representative from the Town of Ignacio, designated by the Board of
Trustees, who shall be a member of the Board of Trustees, the Town Manager, or an appointee and the
ninth member shall be selected by a majority vote of the eight Board Members.
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La Plata Economic Development Alliance
Amendment to the
February 6, 2012 Amended and the January 10, 2011 Bylaws
On May 6, 2012, the Alliance Executive Board voted unanimously to clarify Board Member
election, terms and duties.
Here are the items discussed that have been implemented into the Bylaws:
There shall be five (5) Board Members from the Private Sector and four (4) Members from the Public
Sector consisting of a total of nine (9) Board Members.
The four (4) members of the Public shall be as follows: one representative from the City of Durango,
one representative from the Town of Bayfield, one representative from the Town of Ignacio, and one
representative from the La Plata County Commissioners, all appointed by their respective governing
bodies.
Election of Board Members will be for a 3-year term and elected no more than two consecutive terms.
The Board member elected for two consecutive terms is required to come off the board for one election
cycle before being elected again.
There shall be 2 private sector Board Member seats up for election in October 2012, 3 in October 2013,
and none in October 2014. This shall be the pattern for elections and re-elections of private sector
Board Members (2 elected the first year, 3 the second year, 0 the third year).
Every year, the Board elects the officer positions.
A Board member elected Chair may serve as Chair for no more than 2 consecutive years.
There shall be a consecutive meeting requirement, active participation and drive for Board Members to
stay on the Board.
The Chair and Vice-Chair shall always be from the Private Sector representation. The Treasurer and
Secretary may be Private or Public Sector Board Members.
Board members elected are required to attend Board meetings during the period between their election
and taking office in January for a familiarization, continuity process.
The Ex-officio list will be eliminated and replaced by an Advisory Committee.
The Advisory Committee will consist of the current Ex Officio list. The Advisors will meet twice per year
to provide feedback and active participation in the goals of the Alliance but will not be part of the Board
of Directors. The Advisors will continue to consist of proper representation for the rest of the County.
Additional language will be added to the duties of the Board of Directors that encourage them to
actively support the mission of the Alliance.
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