HomeMy WebLinkAbout20100495.tiff t, DEPARTMENT OF FINANCE
AND ADMINISTRATION
915 Tenth Street
P.O. Box 758
' Greeley, CO 80632
Phone: (970) 336-7205, X4210
Fax: (970) 352-9019
mmikaA co.weld.co.us
COLORADO
March 2, 2010
To: Executive Committee Members
At the Upstate Executive Committee meeting of February 25, 2010, the Executive Committee
discussed the need to concretely define the organizational roles of the Executive Council and
the Leadership Council. After discussion, we decided to place this on the March 24, 2010,
Agenda as an item to be reviewed by the entire Board. As a follow up to this discussion, I took
the opportunity to review the Bylaws and found these to be lacking in substance and direction
for these two councils, specifically the absence of any mention of the formation or administration
of the Leadership Council. Therefore, I am also requesting a complete review of the Bylaws be
added to the agenda for discussion.
In the most current version, dated February 25, 2009, there are three leadership functions
defined within the text of the Bylaws: Board of Directors, Executive Committee, and President,
which are defined below, as described in the text of the current Bylaws:
Board of Director
Powers described
• Carry out policies to conduct business
• Preparing an annual program of work
• Preparing quarterly report
• Preparing an annual budget and memorandums
• (No other powers defined)
Executive Committee
Powers delegated
• "Shall be required for the transition of any business"
• "Shall be empowered to conduct routine business of the corporation at its
monthly meetings"
President
Powers defined
• Serve as the Chief Administration officer
• Responsible for executing the policies set forth by the Board of Directors
• Responsible for hiring, discharging, directing, and supervising
• Responsible to prepare minutes of all meetings
• (No other powers defined) 2010-0495
The most current component of Upstate, the Leadership Council, is not discussed.
l.evolack Itu kC\ . . ?-C.
Prudent governance and administration of the organization suggests that the Upstate Bylaws
need to be amended, immediately, to ensure a clear line of authority is established to rectify the
confusion and omissions in the current version. Not only are the changes in the Bylaws
necessary for sound governance and administration of the organization, they are also essential
to safeguard Board members from not creating a personal liability, and/or one for the
organization. The Colorado Secretary of State corporate filing requirements and the
organization's tax exempt status with the IRS both require adherence to updated and pertinent
governing Bylaws. With the Bylaws being silent about the Leadership Council's existence, the
status of the Leadership Council and donations made by the contributors are questionable, to
say the least, and how the contributed funds are to be administered is also a concern. It is
unknown whether the current arrangement would stand up to the scrutiny of an IRS 501(3)(c)
audit.
With the introduction of the Leadership Council and the potential introductions of the numerous
subcommittees, the organization has changed, and will continue to do so, but we must not get
caught up in this momentum without undertaking the mundane task of organizational
housekeeping. The existing Bylaws leave too many basic organizational governance and
administrative issues open to interpretation, or are simply silent on these matters. For example,
who has the authority to set policy direction for Upstate? Who has the authority to present the
budget, versus who is empowered to carryout, modify, and/or administer the funds and the
budget? These questions are particularly troublesome when looking at the monies ($200,000)
set aside for a Leadership Council which is not even mentioned in the Bylaws. This is not to
suggest the need to develop copious volumes of rhetoric; rather, what is suggested is the need
to revise the existing Bylaws to clearly articulate the organizational structure of its governance
and the respective roles of the bodies and individuals sharing in the governance roles, i.e. the
Board of Directors, Executive Committee, the Leadership Council, and the President of Upstate.
Our contributors and the citizens, whose money Upstate is using to support this organization,
look to Upstate to appropriately function as a body and to take the time necessary to establish a
framework allowing a structure to adequately report accountability within, and for, the Upstate
organization. Upon review of the issues presented, I trust you all will share my above concerns
and support my request for a complete review of the Upstate Bylaws be added to the agenda of
the Board of Directors for discussion and action on this matter as soon as possible.
Sincerely,
IYI4v
Monic~� 1a ika
Director
Ec: Board of County Commissioners
Larry Burkhardt, Director of Upstate
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