NORTHERN COLORADO WRESTLING CLUB
A Colorado Non-profit Corporation
Statement of Purpose
As set forth on the attachments
ARTICLE I. OFFICES
The principal office of the corporation in the State of Colorado shall be located in
the City of Greeley, County of Weld. The corporation may have such other offices,
either within or without the State of Colorado, as the Board of Directors may designate
or as the business of the corporation may require from time to time. The registered
office of the corporation, required by the Colorado Revised Non-Profit Corporation Act
to be maintained in the State of Colorado may be, but need not be, identical with the
principal office in the State of Colorado, and the address of the registered office may be
changed from time to time by the Board of Directors.
ARTICLE II. MEMBERS
Section 1. Qualification of Members. The corporation may have two classes of
Members. Class One Members are optional as determined by the Board of Directors
and shall consist of all those individuals who have established in writing that they are
members of the corporation and have paid the dues related to membership, if any, as
established by the corporation. Class Two Members shall meet the qualifications for
eligibility as prescribed by the Board of Directors. The corporation may, but is not
required to issue certificates evidencing membership herein. Only Class Two Members
shall be entitled to vote and shall be entitled to vote upon any subject allowed by law.
Section 2. Annual Meeting. The Annual Meeting of the voting Members shall be
held on the second Wednesday of the third month following the close of each fiscal
year, beginning with the year 2015, at the hour of 9:00 a.m., or at such other time on
such other day within such month as shall be fixed by the Board of Directors, for the
purpose of electing Directors and for the transaction of such other business as may
come before the meeting. If the day fixed for the Annual meeting shall be a legal holiday
in the State of Colorado, such meeting shall be held on the next succeeding business
day. If the election of Directors shall not be held on the day designated herein for any
Annual Meeting of the Members, or at any adjournment thereof, the Board of Directors
shall cause the election to be held at a Special Meeting of the Members as soon
thereafter as conveniently may be.
Section 3. Special Meetings. Meetings of the Class One Members or Special
Meetings of the Class Two Members, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the President or by the Board of Directors, and
shall be called by the President at the request of not less than one-tenth of all
outstanding members of the corporation entitled to vote at the meeting.
Section 4. Place of the Meeting. The Board of Directors may designate any
place, either within or without the State of Colorado, as the place of meeting for any
Annual Meeting or for any Special Meeting called by the Board of Directors. A Waiver
of Notice signed by all Members entitled to vote at a meeting may designate any place,
either within or without the State of Colorado, as the place for the holding of such
meeting. If no designation is made, or if a Special Meeting be otherwise called, the
place of the meeting shall be the principal office of the corporation in the State of
Section 5. Notice of Meeting. Written notice stating the place, day and hour of
the meeting and, in case of a Special Meeting, the purpose or purposes for which the
meeting is called, shall, unless otherwise prescribed by statute, be delivered not less
than ten (10) nor more than fifty (50) days before the date of the meeting, either
personally or by mail, by or at the direction of the President, or the Secretary, or the
officer or other persons who called the meeting, to each Member of record entitled to
vote at such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the Member at his address as it
appears on the record books of the corporation with postage thereon prepaid.
Section 6. Closing of Books or Fixing of Record Date. For the purpose of
determining Members entitled to notice of or to vote at any Meeting of Members or any
adjournment thereof, or in order to make a determination of Members for any other
proper purpose, the Board of Directors of the corporation may provide that the member
record books shall be closed for a stated period but not to exceed, in any case, thirty
(30) days. If the member record books shall be closed for the purpose of determining
Members entitled to notice of or to vote at a Meeting of Members, such books shall be
closed for at least ten (10) days immediately preceding such meeting. The Board of
Directors may fix in advance a date as the record date for any such determination of
Members, such date in any case to be not more than thirty (30) days and, in case of a
Meeting of Members, not less than ten (10) days prior to the date on which the
particular action requiring such determination of Members is to be taken. If the member
record books are not closed and no record date is fixed for the determination of
Members entitled to notice of or to vote at a Meeting of Members, the date upon which
notice of the meeting is mailed shall be the record date for such determination of
Members. When a determination of Members entitled to vote at any Meeting of
Members has been made as provided in this section, such determination shall apply to
any adjournment thereof.
Section 7. Voting Record. The officer or agent having charge of the member
record books of the corporation shall make a complete record of the Members entitled
to vote at each Meeting of Members or any adjournment thereof, arranged in
alphabetical order, with the address of and the telephone number of each. Such record
shall be produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any Member during the whole time of the meeting for the
Section 8. Quorum. Ten percent 10% of the members of the corporation entitled
to vote, represented in person or by proxy, shall constitute a quorum at a Meeting of
Members. If less than 10% of the members are represented at a meeting, a majority of
the members so represented may adjourn the meeting from time to time without further
notice. At such adjourned meeting at which a quorum shall be present or represented,
any business may be transacted which might have been transacted at the meeting as
originally noticed. The Members present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Members to leave less than a quorum.
Section 9. Proxies. At all meetings of the Members, a member may vote in
person or by proxy executed in writing by the member or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the corporation before or
at the time of the meeting. No proxy shall be valid after eleven (11) months from the
date of its execution, unless otherwise provided in the proxy.
Section 10. Voting of Members. Subject to the provisions of Section 12 of this
Article II, each member shall be entitled to one vote upon each matter submitted to a
vote at a meeting of Members.
Section 11. Voting by Certain Holders.
An administrator, executor, guardian or conservator may vote by either in person
or by proxy, without a transfer of such membership into his name. A trustee may vote
either in person or by proxy, but no trustee shall be entitled to vote without a transfer of
such membership into his name.
Section 12. Informal Action of Members. Any action required or permitted to be
taken at a Meeting of the Members may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the Members entitled
to vote with respect to the subject matter thereof.
Section 13. Cumulative Voting. There shall be no cumulative voting.
ARTICLE III. BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the corporation shall be
managed by the Board of Directors which shall be elected by a majority of the voting
Section 2. Limitation on Personal Liability of Officers, Members and Directors.
Directors and Members shall not be liable for the debts of the corporation. The Directors
of the corporation shall not be personally liable to the corporation or to its Members for
monetary damages for breach of fiduciary duty as a Director except that Director liability
to the corporation or to its Members for money damage shall not be eliminated for any
breach of the Director’s duty of loyalty to the corporation or to its Members; acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; or other Director liability which cannot be limited or eliminated pursuant
to the provisions of the Colorado Non-Profit Corporation Code.
No Officer or Director shall be personally liable for any injury to person or
property arising out of tort committed by an employee unless such officer or director
was personally involved in the situation giving rise to the litigation or unless such officer
or director committed a criminal offense.
Section 3. Number, Tenure and Qualifications. The number of Directors of the
corporation shall be not less than one (1) nor more than nine (9). Each Director shall
hold office until the next Annual Meeting of Members and until his/her successor shall
have been elected and qualified. Directors need not be residents of the State of
Colorado or Members of the corporation.
Section 4. Regular Meetings. A regular meeting of the Board of Directors shall
be held without other notice than by this bylaw immediately after, and at the same place
as, the Annual Meeting of Members. The Board of Directors may prove, by resolution,
the time and place, either within or without the State of Colorado, for the holding of
additional regular meetings without other notice than such resolution.
Section 5. Special Meetings. Special Meetings of the Board of Directors may be
called by or at the request of the President or any two Directors. The person or persons
authorized to call Special Meetings of the Board of Directors may fix any place, either
within or without the State of Colorado, as the place for holding any Special Meeting of
the Board of Directors called by them.
Section 6. Notice. Notice of any Special meeting shall be given at least ten (10)
days previously thereto by written notice delivered personally or mailed to each Director
at this business address. If mailed, such notice shall be deemed to be delivered at such
time as the letter is delivered to the United States mail with appropriate postage for
mailing. Any Director at a meeting shall constitute a waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose of objecting to the
transaction of any business because of the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of any regular or special
meeting of the Board of Directors need be specified in the notice or waiver of notice of
Section 7. Meetings by Telephone. Members of the Board of Directors or
Members or any committee of the Directors or Members, may participate in a meeting of
the board of directors and members, or either, or committee, 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. Some participation shall constitute
presence in person at the meeting.
Section 8. Quorum. A majority of the number of Directors fixed by Section 3 of
this Article III shall constitute a quorum for the transaction of business at any Meeting of
the Board of Directors, but if less than such majority is present at a meeting, a majority
of the Directors present may adjourn the meeting from time to time without further
notice. In no event shall a quorum consist of less than one-third of the number of
directors so fixed or stated.
Section 9. Removal of Directors. When the notice indicates the purpose,
directors may be removed at any meeting of members. The entire board of directors or
any lesser number may be removed with or without cause by a vote of at least 2/3 of the
members present in person or by proxy then entitled to vote at the election of directors.
Section 10. Manner of Acting. The act of the majority of the Directors present at
a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 11. Action Without a Meeting. Any action required or permitted to be
taken by the Board of Directors at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all the Directors.
Section 12. Vacancies. Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of a majority of the remaining Directors though less than a
quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected
for the expired term of his predecessor in office. Any Directorship to be filled by reason
of an increase in the number of Directors may be filled by election by the Board of
Directors for a term of office continuing only until the next election of directors by the
Section 13. Compensation. By resolution of the Board of Directors, each
Director may be paid his expenses, if any, of attendance at each Meeting of the Board
of Directors or both. No such payment shall preclude any Director from serving the
corporation in any other capacity and receiving compensation therefor.
Section 14. Presumption of Assent. A Director of the corporation who is present
at a Meeting of the Board of Directors at which action on any corporate matter is taken
shall be presumed to have assented to the action taken unless he shall file his written
dissent to such action with the person acting as the Secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the Secretary of
the corporation immediately after the adjournment of the meeting. Such right to dissent
shall not apply to a Director who voted in favor of such action.
ARTICLE IV. OFFICERS
Section 1. Number. The officers of the corporation shall be a President, one or
more Vice Presidents, a Secretary, and a Treasurer, each of whom shall be elected or
appointed by the Board of Directors. Other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of Directors. Any two or
more offices may be held by the same person, including the offices of President and
Section 2. Election and Term of Office. The officers of the corporation to be
elected by the Board of Directors shall be elected annually by the Board of Directors at
the First Meeting of the Board of Directors held after each Annual Meeting of the voting
Members. If the election of officers shall not be held at such meeting, such election
shall be held as soon thereafter as conveniently may be. Each officer shall hold office
as appointed but for no longer than 3 years or until he/she shall resign or shall have
been removed in the manner hereinafter provided.
Section 3. Removal. Any officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests of the corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an officer of agent shall not of itself
create contract rights.
Section 4. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.
Section 5. The President. The President shall be the principal executive officer
of the corporation and, subject to the control of the Board of Directors, shall in general,
supervise and control all of the business and affairs of the corporation. He shall, when
present, preside at all meetings of the Members and of the Board of Directors. He may
sign, with the Secretary or any other proper officer of the corporation thereunto
authorized by the Board of Directors, deeds, mortgages, bonds, contracts, or other
instruments which the Board of Directors has authorized to be executed, except in
cases where the signing and execution thereof shall be expressly delegated by the
Board of Directors or by these bylaws to some other officer or agent of the corporation,
or shall be required by the law to be otherwise signed or executed, except in cases
where the signing and execution thereof shall be expressly delegated by the Board of
Directors or by these bylaws to some other officer or agent of the corporation, or shall
be required by the law to be otherwise signed or executed; and in general shall perform
all duties incidental to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
Section 6. The Vice-President. In the absence of the President or in the event of
his death, inability or refusal to act, the Vice-President (or in the event there be more
than one Vice-President, the Vice-Presidents in the order designated at the time of their
election) shall perform the duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. Any Vice-President
may sign, with the Secretary or an Assistant Secretary, any documents for the
corporation; and perform such other duties as from time to time may be assigned to
him/her by the President or by the Board of Directors.
Section 7. The Secretary. The Secretary shall: (a) keep the minutes of the
proceedings of the Members and of the Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance with the
provisions of these bylaws or as required by law; (c) be custodian of the corporation
records, (d) keep a register of the post office address of each Member which shall be
furnished to the Secretary by such Member; (e) sign official documents with the
President, or Vice-President, (f) have general charge of the membership and financial
books of the corporation; and (g) in general perform all duties incidental to the office of
Secretary and such other duties as from time to time may be assigned to him by the
President or by the Board of Directors.
Section 8. The Treasurer. The Treasurer shall: (a) have charge and custody of
and be responsible for all funds and securities of the corporations; (b) receive and give
receipts for monies due and payable to the corporation from any source whatsoever,
and deposit all such monies in the name of the corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the provisions
of Article V of these bylaws; and (c) in general perform all of the duties incidental to the
office of the Treasurer and such other duties as from time to time may be assigned to
him by the President or by the Board of Directors. If required by the Board of Directors,
the Treasurer shall give a bond for the faithful discharge of these duties in such sum
and with such surety or sureties as the Board of Directors shall determine.
Section 9. Salaries. The salaries of the officers shall be fixed from time to time
by the Board of Directors and no officer shall be prevented from receiving such salary
by reason of the fact that he/she is also a Director of the Corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute any document and deliver
any instrument in the name of and on behalf of the corporation, and such authority may
be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the corporation and
no evidence of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined to
Section 3. Checks, Drafts, Etc. All checks, drafts or other order for the payment
of money, notes, or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers, agent or agents of the corporation
and in such manner as shall from time to time be determined by resolution of the Board
Section 4. Deposits. All funds of the corporation not otherwise employed shall
be deposited from time to time to the credit of the corporation and in such banks, trust
companies or other depositories as the Board of Directors may select.
ARTICLE VI. FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of April and end on
the last day of March of each year, starting with the year 2015.
ARTICLE VII. CORPORATE SEAL
The Board of Directors shall not employ or use a corporate seal.
ARTICLE VIII. WAIVER OF NOTICE
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 Article of
Incorporation or under the provisions of the Colorado Non-Profit Corporation Act, a
waiver thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to the giving
of such notice.
ARTICLE IX. AMENDMENTS
These bylaws may be altered, amended or repealed, and new bylaws may be
adopted by the Board of Directors or by the Members at any regular or special meeting.
The following documents are hereby incorporated into these Amended Bylaws
as if fully set forth herein.
1) Organizing Document Part II Purpose Clause
2) Organizing Document Part I Narrative Description of Activities
3) Employee Conflict of Interest Disclosure Form
4) Form 1023 Attachment 2
5) Organizing Document Part III pages 3-6 Conflict of Interest Policy
In the event there is any conflict between the foregoing provisions and those that are
attached the attached provisions shall control.
I certify that these Bylaws were duly adopted at the organizational meeting of the
corporation held on April 24, 2015 and were approved by all members on that date.