ARTICLE I NAME AND PURPOSE
Section 1 Name: The name of the organization is the Santa Fe Trail Scenic and Historic Byway Mountain Branch. It is a nonprofit organization incorporated under the laws of the State of Colorado.
Section 2 Purpose: The Santa Fe Trail Scenic and Historic Byway- Mountain Branch is organized exclusively for charitable, scientific and educational purposes.
The purpose of this corporation is:
To increase recognition and appreciation of the multi-cultural heritage in communities within the corridor of the Santa Fe Trail Scenic and Historic Byway- Mountain Branch. To increase information availability about travel in both directions along the Trail's historic routes and the ties it created among the vastly different cultures and races. To preserve the pioneer spirit among the region's population. To enhance awareness of the Trail's history among persons moving into the region. To promote Trail-related activities and to use connections provided by the Trail to improve inter-community relations.
To preserve historic sites and resources for future generations. To seek to achieve a balance between preservation and development. To increase public knowledge about significant historic resources along the Byway. To encourage preservation and protection of sites on public and private lands.
To enhance the visitor experience by upgrading and improving developed sites and facilities by developing additional sites which are not now and do not have visitor services. To improve the quality of visits and the number of sites visited.
To increase visitation and tourism's contribution to the economy by increasing visitors and the length of their stay. To increase visitation as measured by the number of visitors.
To disperse information about Trail-related activities throughout the corridor of the Santa Fe Trail Mountain Branch. To use a unified Trail-related theme and identity.
ARTICLE II MEMBERSHIP
Section 1 Eligibility, Rights and Obligations of Membership: Membership will be open to any individual or organization interested in furthering the purposes of the organization without prejudice of gender, race, religion, sexual orientation or political affiliation. Members may apply for participation in programs and activities of the organization, may suggest plans and ideas to the Board and may petition the Board of Directors. When requested by the Board or Executive Director, members are expected to cooperate in projects, committee work and activities of the organization.
Section 2 Classes of Membership: Membership is available in the following classes:
3. Reciprocal Organization
4. Honorary (limited to 1 year)
Section 3 Dues: From time to time the Board of Directors will determine the amount and terms of dues. The Board may elect to accept donations of goods and services in lieu of cash payment of dues. Dues are payable annually each January.
Section 4 Resignation and Termination: Any member of the Organization may resign or terminate their membership by not paying dues or submitting a written resignation.
ARTICLE III BOARD OF DIRECTORS
Section 1 Board Role, Size and Compensation: The Board of Directors is responsible for overall policy and direction of the organization and may delegate responsibility for day-to-day operations to a non-voting paid Executive Director and to Board created committees. The Board will have no fewer than three nor more than five voting Directors. The Board of Directors receives no compensation but may be reimbursed for reasonable expenses.
Section 2 Initial Board: Within the first year of its existence the Organization's incorporators will appoint the Initial Board of Directors. Members of the initial board of directors shall serve until the third annual meeting, at which they or their successors will be duly elected and qualified, or removed as provided in these Bylaws.
Section 3 Number and Tenure: The number of directors of the corporation shall not be more than five nor less than three. The members of the Board shall be elected in accordance with the provisions of these Bylaws. Said directors shall hold office for a three-year term and until a successor shall have been elected and qualified. Additional numbers of directors may be added from time to time at the discretion of the Board of Directors upon the increase of activities or scope of the corporation.
Section 4 Board Members Election: The elected directors of the governing board shall be elected from nominations of membership and approved by the Board of Directors and members present at the annual meetings. The terms of the first elected directors shall be determined by lot, the method to be determined by the governing board. Each elected director shall hold office until the conclusion of the annual meeting when his or her term expires and a successor shall have been duly elected, or until death, resignation, or removal in the manner hereinafter provided.
Section 5 Resignation, Termination and Absences: Resignation from the board will be received by the Executive Director and forwarded to the Directors. Director's resignation will be filled only to the end of the resigned Director's term. Directors may be reappointed. Members of the organization may nominate individuals for the Board's consideration as Directors. Upon a vote of the Board, a member of the Board of Directors may be terminated from the Board due to excessive absences, for failure to participate in four successive called meetings.
Section 6 Officers and Duties: There will be three officers of the Board of Directors consisting of a President, Vice President and Treasurer. Their duties are as follows:
The President will convene meetings of the Board, preside at the meetings or arrange for another officer or Director to preside.
The Vice President will serve as secretary until such time as the board is expanded and in the absence of the President, shall preside at all meetings.
The Treasurer will make a financial report at each meeting of the Board, and assist in preparing an annual budget with the Executive Director, approve all expenditures, assist in fund raising and make financial information available to the Board and the public.
In addition the Board may elect worthy individuals to non-voting honorary and emeritus offices.
Section 7 Meetings: The Board of Directors shall meet on a regular basis to transact the business of the corporation.
ARTICLE IV ANNUAL MEETING
Section 1 Annual Meeting: The annual meeting shall be the first meeting of the Organization in each calendar year for the purpose of electing Directors and for the transaction of such other business as may come before the meeting.
Section 2 Place of Annual Meeting: The location of the annual meeting of the corporation will be determined by the Board of Directors and shall we located within the Santa Fe Trail Scenic and Historic Byway- Mountain Branch Corridor.
Section 3 Notice of Annual Meeting: Written, electronic, or printed notice stating the place, day and hour, and purpose of the meeting. Notice shall be delivered not less than 30 nor more than 60 days before the date of meeting to each member entitled to vote at such meeting.
Section 4 Special Meeting: Special meetings of the members for any purpose unless otherwise prescribed by statute, may be called by the President, Executive Director or by a majority of the Board of Directors.
Section 5 Place of Special Meeting: The Directors may designate any place as the place of meeting for any special membership meeting.
Section 6 Notice of Special Meeting: Written, printed, or electronic
notice stating the place, day and hour of a special meeting, the purpose
for which the meeting is called, shall be delivered not less than 7 nor
more than 30 days before the date of the meeting, by the person calling
Section 7 Voting: Any dues-paying member, regardless of classification, shall be entitled to vote at the annual and any special meetings of the membership. For purposes of determining voting membership prior to the meeting, those persons present who have paid dues for the current year shall be entitled to vote on all questions presented at the meeting. A current list of members shall be available for inspection at all times at the corporate office or at another place designated by the Board of Directors.
Section 8 Quorum: Any number of members present may transact the necessary business of the meetings. Any proposition passed by a majority vote at the annual or special meetings shall be deemed to be valid regardless of the number of members in attendance.
ARTICLE V COMMITTEES
Section 1 Committee Formation: The Board of Directors may create committees as needed.
ARTICLE VI -- EXECUTIVE DIRECTOR AND STAFF
Section 1 Executive Director: An Executive Director may be elected by the Board of Directors and has day-to-day responsibility for the organization including carrying out the organization's goals and policies. The Executive Director serves as secretary to and attends meetings of the Board of Directors, shall attend meetings of the Board of Directors, report on the activities and progress of the organization, answers questions and carries out such other duties as designated by the Board. Upon approval of the Board, additional staff may be appointed by the Executive Director.
ARTICLE VII DURATION/ DISSOLUTION
Section 1 Duration/dissolution: The duration of the corporate existence is perpetual until dissolution. Upon the dissolution of the organization, assets of the corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code or the corresponding section of any future federal tax code or shall be distributed to the federal government or to a state or local government for a public purpose.
ARTICLE VIII PERSONAL LIABILITY
Section 1 Personal Liability: No member of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officers or directors be subject to the payment of the debts or obligations of this corporation.
ARTICLE IX AMENDMENTS
Section 1 Amendments: The Foundation's Articles of Incorporation and these Bylaws may be amended when necessary by two-thirds of the Board participating and voting in a duly called meeting. A proposed amendment must be reduced to writing and submitted to the Executive Director who will attach it and list it on the agenda submitted to all members with the call to a meeting.
These Bylaws were approved at a meeting of the Board of Directors by at least a two-thirds majority vote on October 15, 2003.
President _______________________________________ Date _______________________
Vice President ___________________________________ Date _______________________
Treasurer _______________________________________ Date _______________________