OG - Board - By Laws

BYLAWS

OF

HIGHLANDS RANCH HISTORICAL SOCIETY

ARTICLE I -Offices

1.1 Principal Office: The principal offices of the Corporation shall initially be at 48 West Springer, Highlands Ranch, Colorado 80126, but the Corporation may, in the discretion of the board of directors, maintain offices wherever the business of the Corporation may require.

1.2 Registered Office and Agent: The Corporation shall continuously maintain in the State of Colorado a registered office and a registered agent whose business office is identical with the registered office. The initial registered office and the initial registered agent are specified in the original Articles of Incorporation for the Corporation. The Corporation may change its registered office, its registered agent, or both, upon filing a statement as specified by the Colorado Nonprofit Corporation Act in the office of the Secretary of State of Colorado, or by otherwise complying with Colorado law as it may apply from time to time.

ARTICLE II -Directors

2.1 Authority of Board of Directors: The business and affairs of the

Corporation shall be managed by the board of directors, except as otherwise provided by Colorado law or the Articles of Incorporation of the Corporation. In addition to any duties imposed by law, the Articles of Incorporation or these bylaws, each director shall have the duty to attend meetings of the board of directors and to fulfill any responsibilities assigned to him by the board of directors.

2.2 Number: The number of directors of this Corporation shall be no less than 3 and no more than 9.  Subject to such limitation, the number of directors shall be fixed by resolution of the board of directors and may be increased or decreased by resolution of the board of directors, but no decrease shall have the effect of shortening the term of any incumbent director.

2.3 Qualification: Directors shall be natural persons at least eighteen years old, but need not be residents of the State of Colorado.

2.4 Election and Tenure: Directors shall be elected by the board of directors at the annual meeting of the board. Each director shall hold such office until the next annual meeting of the board and until his or her successor is elected and qualified or until the director t s earlier resignation or removal.

2.5 Removal and Resignation: Any director may be removed at a meeting expressly called for that purpose, with or without cause, by action of the board of directors. Any director may resign at any time by giving written notice to the president or to the secretary and acceptance of such resignation shall not be necessary to make it effective unless the notice so provides.

2.6 Vacancies: Any vacancy occurring on the board of directors and any directorship to be filled by reason of an increase in the size of the board of directors shall be filled by.an affirmative vote of a majority, though less than a quorum, of the remaining directors. A director elected to fill a vacancy shall hold office during the unexpired term of his predecessor in office. A director elected to fill a position resulting from an increase in the board of directors shall hold office until the next annual election of the board of directors pursuant to Section 2.4 and until his successor is elected and qualified.

2.7 Meetings: The regular annual meeting of the board of directors shall be held on the date and at the time and place fixed from time to time by the board of directors; provided, however, that the first annual meeting shall be held on a date that is within thirteen months after the date the Corporation is incorporated, and each successive annual meeting shall be held on a date that is within thirteen months after the date of the preceding annual meeting. The board of directors may, by resolution, establish a time and place for additional regular meetings which may thereafter be held without further notice. Special meetings of the board of directors may be called by the chairman of the board (if any), the president, or any two members of the board of directors.

2.8 Notices: Notice of each annual meeting and any special meeting, stating the date, hour, and place of such meeting, shall be given to each member of the board of directors-by the chairman of the board (if any), the president, the secretary, or the members of the board calling the meeting. Notice of a regular meeting at which the question of .the removal of a director is to be submitted to a vote shall be given pursuant to this section as if the meeting were the annual meeting or a special meeting. The notice may be deposited in the United States mail at least seven days before the meeting addressed to the director at the last address he has furnished to the Corporation for this purpose, and any notice so mailed shall be deemed to have been given when it was mailed. Notice may also be given at least twenty-four hours before the meeting in person, or by telephone, prepaid telegram, telex, cablegram, radiogram, or similar method, and such notice shall be deemed to have been given when the personal or telephone conversation occurs, or when the telegram, telex, cablegram, radiogram, or other form of notice is either personally delivered to the director or delivered to the last address of the director furnished to the Corporation by him for this purpose. Neither the business to be transacted at, nor the purpose of, any meeting of the board need be specified in the notice or waiver of notice of such meeting unless otherwise required by law or these bylaws.

2.9 Quorum: Except as provided in Section 2.6 of these Bylaws, a majority of the number of directors fixed in accordance with these Bylaws shall constitute a quorum for the transaction of business at all meetings of the board of directors. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, except as otherwise specifically required by law.

2.10 Waiver of Notice: A written waiver of notice signed by a director, whether before, at, or after the time stated therein, shall be equivalent to the giving of notice to that director. By attending or participating in any regular or special meeting, a director waives any required notice of such meeting unless he objects, at the beginning of the meeting, to the holding of the meeting or to the transacting of business at the meeting.

2.11 Attendance by Telephone:  One or more members of the board of directors may participate in a meeting of the board by means of conference telephone or similar communications equipment by which all directors participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.

2.12 Action by Directors Without a Meeting: Any action required to or permitted to be taken at a meeting of the board of directors may be taken without a meeting if a consent in writing, describing the action so taken, is signed by all of the directors.  Such consent may be executed in counterparts and shall be effective as of the date of the last signature thereon, unless the consent specifies a different effective date.

2.13 Compensation of Directors:  Directors shall not receive any stated salary for their services as such, but by resolution of the board of directors and subject to the limitations in Article Three of the Articles of Incorporation, reimbursement for expenses incurred on the Corporation t s behalf, including any expenses of attending board meetings may be allowed. Nothing contained herein shall be construed to preclude any director from serving the Corporation in any other capacity, or from receiving remuneration therefor.

ARTICLE III -Committees

3.1 Authorization of Committees of the Board of Directors: The board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in the resolution, shall have all of the authority, powers, and duties of the board of directors, except that no such committee shall have the authority of the board of directors in reference to: amending, restating or repealing the Bylaws; electing, appointing, or removing any member of any such committee or any officer or director of the Corporation; amending or restating the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease exchange, mortgage, pledge or other disposition of all or substantially all of the property or assets of the Corporation; authorizing the voluntary dissolution, liquidation, bankruptcy, or reorganization under the bankruptcy laws of the Corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the Corporation; amending altering, or repealing any resolution of the board of directors; or taking any other action which may hereafter be prohibited to committees of directors by law. This section shall be automatically amended to be consistent with the Colorado Nonprofit Corporation Act's provisions relating to the authority of committees of boards of directors, as those provisions may exist from time to time. Subject to the foregoing, the board of directors may provide by resolution such powers, limitations, and procedures for such committees as the board deems advisable.  Neither the designation of such committee, nor the delegation of authority to such committee, shall operate to relieve the board of directors, nor any individual director, of any responsibility imposed on it or him by law.

The board of directors also may establish committees which have as members one or more persons who are not directors of the Corporation. Such committees shall not have or exercise any of the authority, powers or duties of the board of directors, but shall undertake such tasks as may be assigned to them by the board of directors.

3.2 Committee Proceedings: To the extent the board of directors does not establish other procedures for such a committee, each committee shall be governed by the procedures established in Section 2.7 (except as they relate to an annual meeting of directors) and Sections 2.8, 2.9, 2.10, 2.11, and 2.I2 of these Bylaws, as if the committee were the board of directors.

ARTICLE IV -Officers

4.1 Number and Election: The officers of the Corporation shall be a president, a secretary, and a treasurer, who shall be elected by the board of directors.

In addition, the board of directors may elect a chairman and a vice chairman of the board, and the board of directors or the president may appoint one or more vice presidents, assistant secretaries, assistant treasurers, and such other subordinate officers and agents as it or he shall deem necessary, who shall hold their offices and agencies for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by these Bylaws, the board of directors, or (with respect to such officers appointed by the president) the president. Any two or more offices may be held by the same person, except the offices of president and secretary. The officers of the Corporation shall be natural persons at least eighteen years old.

4.2 President The president shall be the chief executive officer of the Corporation. Unless the board of directors has elected a chairman or vice chairman, the president shall preside at all meetings of the board of directors. Subject to the direction and control of the board of directors, he shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the board of directors are carried into effect. He may negotiate, enter into, and execute contracts, deeds, and other instruments on behalf of the Corporation as are necessary and appropriate or as are approved by the board of directors or any committee designated by the board of directors. He shall have such additional authority, power, and duties as are appropriate and customary for the office of president and chief executive officer and as the board of directors may prescribe from time to time.

4.3 Vice President The vice president, if any, or, if there are more than one, the vice presidents in the order determined by the board of directors or the president, shall be the officer or officers next in seniority after the president. Each vice president shall have such authority, power, and duties as are prescribed by the board of directors or president. Upon the death, absence, or disability of the president, the vice president, if any, or, if there are more than one, the vice presidents in the order determined by the board of directors or the president, shall have the authority, power, and duties of the president.

4.4 Secretary: The secretary shall give, or cause to be given, notice of all meetings of the board of directors pursuant to Section 2.8, keep the minutes of such meetings, have charge of the corporate seal, be responsible for the maintenance of all corporate records and files and the preparation and filing of reports to governmental agencies (other than tax returns), have authority to affix the corporate seal to any instrument requiring it (and, when so affixed, it may be attested by his signature), and have such other authority, powers, and duties as are appropriate and customary for the office of secretary or as the board of directors or the president may prescribe from time to time.

4.5 Assistant Secretary: The assistant secretary, if any, or, if there are more than one, the assistant secretaries in the order determined by the board of directors or the president shall, under the supervision of the president and the secretary, perform such other duties and have such other powers as may be prescribed from time to time by the board of directors or the president. Upon the death, absence, or disability of the secretary, the assistant secretary, if any, or, if there are more than one, the assistant secretaries in the order designated by the board of directors or the president, shall have the authority, power, and duties of the secretary.

4.6 Treasurer: The treasurer shall have control of the funds and the care and custody of all stocks, bonds, and other securities owned by the Corporation, and shall be responsible for the preparation and filing of tax returns. He shall receive all moneys paid to the Corporation and, subject to any limits imposed by the board of directors or the president, shall have authority to give receipts and vouchers, to sign and endorse checks and warrants in the Corporation’s name and on the Corporation t s behalf, and give full discharge for the same. The treasurer shall also have charge of disbursement of funds of the Corporation, shall keep full and accurate records of the receipts and disbursements, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as shall be designated by the board of directors. He shall have such additional authority, powers, and duties as are appropriate and customary for the office of treasurer and as the board of directors or president may prescribe from time to time.

4.7 Assistant Treasurer: The assistant treasurer, if any, or, if there are more than one, the assistant treasurers in the order determined by the board of directors or the president shall, under the supervision of the president and the treasurer, have such authority, powers, and duties as may be prescribed from time to time by the board of directors or the president. Upon the death, absence, or disability of the treasurer, the assistant treasurer, if any, or if there are more than one, the assistant treasurers in the order determined by the board of directors or the president, shall have the authority, powers, and duties of the treasurer.

4.8 Removal and Resignation: Any officer elected or appointed by the board of directors may be removed at any time by the board of directors. Any officer appointed by the president may be removed at any time by the board of directors or the president.

Any officer may resign at any time by giving written notice of his resignation to the board of directors, the president, or the secretary, and acceptance of such resignation shall not be necessary to make it effective, unless the notice so provides. Any vacancy occurring in any office, the election or appointment to which may be made only by the board of directors, may be filled by the board of directors. Any vacancy occurring in any other office of the Corporation may be filled by the board of directors or the president.

4.9 Compensation: Subject to Article Three of the Articles of Incorporation, officers shall receive such compensation for their services as may be authorized or ratified by the board of directors. Election or appointment of an officer shall not of itself create a contractual right to compensation for services performed as such officer.

ARTICLE V -Indemnification

5.1 Definitions: As used in this Article V, (a) "Corporation" includes 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) "entity" includes any foreign or domestic corporation, partnership, joint venture, trust, enterprise, other entity, or employee benefit plan; (c) "director or officer" means an individual who is or was a director or officer of the Corporation and an individual who, while a director or officer of the Corporation, is or was serving at the Corporation’s request as a director, officer, partner, trustee, employee, or agent of, or in another similar capacity for, any other entity (a director or officer shall be considered to be serving an employee benefit plan at the Corporation I s request if his duties to the Corporation also impose duties on or otherwise involve services by him to the plan or to participants in or beneficiaries of the plan), and, unless the context otherwise requires, "director or officer" shall include the estate or personal representative of a director or officer; (d) "expense" and "expenses" includes attorney fees; (e) "liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expense incurred with respect to a proceeding; (f) "official capacity," when used with respect to a director or officer, means the office of the director or officer in the Corporation ("official capacity" does not include service for any other entity); (g) "party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding; (h) "proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.

5.2 Mandatory Indemnification:

(a)  Except as provided in Section 5.2(d), the Corporation shall indemnify against liability incurred in any proceeding an individual made a party to the proceeding because he is or was a director or officer if:

(i) He conducted himself in good faith;

(ii) He reasonably believed:

  1. In the case of conduct in his official capacity, that his conduct in the Corporation’s best interest; or
  2. In all other cases, that his conduct was at least not opposed to the Corporation's best interests; and

(iii) In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.

(b) A director I s or officer’s conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participates in, or beneficiaries of -the plan is conduct that satisfies the requirement of Section 5.2(a)(ii)(B).  A director’s or officer’s conduct with respect to an employee benefit plan for a purpose that he 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 5.2(a)(i).

(c) The termination of any proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, or is not of itself determinative that the individual did not meet the standard of conduct set forth in Section 5.2(a).

(d) The Corporation may not indemnify a director or officer under this Section 5.2 either:

(i) In connection with a proceeding by or in the right of the Corporation in which the director or officer was adjudged liable to the Corporation; or

(ii) In connection with any proceeding charging improper personal benefit to the director or officer, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

(e) Indemnification permitted under this Section 5.2 in connection with a proceeding by or in the right of a Corporation is limited to reasonable expenses incurred in connection with the proceeding.

5.3 Authorization:

(a) The Corporation shall not indemnify a director or officer under Section 5.2 unless authorized in the specific case after a determination has been made that indemnification of the director or officer is permissible in the circumstances because he has met the standard of conduct set forth in-Section 5.2(a).

(c) Determinations and authorizations of payments under this Section 5.4 shall be made in the manner specified in Section 5.3.

5.5 Mandatory indemnification Against Reasonable Expenses: The Corporation shall indemnify a director or officer of the Corporation who was wholly successful, on the merits or otherwise, in defense of any proceeding to which he was a party because he is or was a director or officer, against reasonable expenses incurred by him in connection with the proceeding.

5.6 Insurance: The Corporation may purchase and maintain insurance on behalf of an individual 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, or in another similar capacity for, any other entity against any liability asserted against or incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article V. 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 the State of Colorado or any other jurisdiction of the United States of America or elsewhere, including any insurance company in which the Corporation has equity or any other interest, through stock ownership or otherwise.

ARTICLE VI -Seal

6.1 Corporate Seal:  The board of directors may adopt a seal, circular in form and bearing the name of the Corporation and the words “SEAL” and "COLORADO," which, when adopted, shall constitute the seal of the Corporation. The seal may be used by causing it or a facsimile of it to be impressed, affixed, manually reproduced, or rubber stamped with indelible ink.

ARTICLE VII -Fiscal Year

7.1 Fiscal Year: The board of directors may, by resolution, adopt a fiscal year for the Corporation.

ARTICLE VIII -Amendment

8.1 Amendment of Bylaws: These Bylaws may at any time and from time to time be amended, supplemented, or repealed by the board of directors.