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Home My WebLink About20011145.tiff RESOLUTION RE: APPROVE APPOINTMENT OF COMMISSIONER WILLIAM H. JERKE TO PROGRESSIVE 15 WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, Progressive 15 is a unified voice for Northeast Colorado to influence public policy and enhance economic viability and quality of life, with objectives of advocating and affecting legislation, educating citizens on legislation affecting Northeastern Colorado, and coordinating regional action to address the needs of Northeastern Colorado, and WHEREAS, the Board of Commissioners believes it is in the best interest of Weld County to be a member of Progressive 15 to insure the citizens of Weld County are represented, and WHEREAS, it has been recommended that Commissioner Jerke be appointed to represent the Board of County Commissioners on Progressive 15, and WHEREAS, the Board deems it advisable to appoint Commissioner Jerke to Progressive 15, with his term to expire December 31, 2001. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that Weld County shall become a member of Progressive 15. BE IT FURTHER RESOLVED by the Board that Commissioner William H. Jerke be, and hereby is, appointed to Progressive 15, with his term to expire December 31, 2001. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 30th day of April, A.D., 2001. BOARD OF COUNTY COMMISSIONERS WELD CO TY, COLORADO ATTEST: Lay / �/� a`� ? eiIeair Weld County Clerk to t 1g. . C fRilslenn Vaad, ro- em BY: 1A. • Deputy Clerk to the Boos J t �✓ Tai (NAY) Willia Jerke AP..PROVED QS TO FO .1 6 i�\fy id . Long ��nn ounty A torney Robert D. Mas en 2001-1145 pc : 1 A4 , ks BC0031 VICKY Sprague - Re: Progressive 15, y Paw From: DON Warden To: Sprague, VICKY Date: 4/24/01 11:06AM Subject: Re: Progressive 15 • We should appoint him by resolution and indicate the Board has agreed to be a member. Work with Carol or Ester on a resolution. >>> VICKY Sprague 04/24/01 10:06AM >>> Bill Jerke has agreed to be the representative for Progressive 15. He does not plan to attend meetings as they are all in Akron. Instead, Rick Dykstra will e-mail the packet in advance for his review. If there are portions of the meeting he wants to listen to, they will determine a time for him to call in and we will pay for the call. Otherwise, he will just send his vote. Do we need to appoint Bill by resolution? fic r ill' ' r l� 1S 2001-1145 Pro.?rt`.. Ave 15 cs.7 :; 2;( r, 1 ric n•il net Board of Directors April 9, 2001 Terry Hall Jr. To Weld County Commissioners Chairman Washington Co. The Internal Revenue Service has recently informed the Board of Directors of Progressive 15 of the need to make several changes to the Articles of Gary Rhoades Incorporation and the By-laws. The need for these changes is to secure a Federal Vice-Chairman tax exempt status for Progressive 15. Kit Carson Co. The Internal Revenue Service has given Progressive 15 until June 28, 2001 Mike Harms to make the changes and resubmit the amended documents to the Department of Sec.- Treasurer the Treasury. These proposed changes will first need to be sent to the membership Morgan County and then amended by the Board of Directors and approved by the Secretary of State before they can be sent to the Department of the Treasury. Jerry Allen Cheyenne Co. The current text for amending the By-laws is in Article IV. The By-laws of the organization may be amended by a two-thirds majority vote of the Board of Tom Bennett Directors at any general meeting after at least thirty (30)days notice of the text of Phillips Co. such proposed amendments sent by first class mail to each member. Ken Crandall The proposed text would read, The By-laws of the organization may be Logan Co. amended by a two-thirds majority vote of the Board of Directors at any meeting after at least fifteen(15) days notice of the proposed amendment(s) sent to each Darris Cummings member. Sedgwick Co. This amendment of the By-laws will give the Board of Directors the Dave Frank opportunity to meet the deadline set by the Internal Revenue Service. In this Yuma Co. thirty-day time frame the Board of Directors will study and draft the needed changes to the Articles of Incorporation and By-laws in order to meet the Internal Maye Gene Lee Revenue Service requirements. The Board will then submit to membership the Lincoln Co. needed amendments. 15 0q-}l The Board of Directors would like to use email as much as possible to send these notices and updates in the future. Please email ricdv:iuria.net with your current email address. The Board of Directors would like to thank you in advance for your cooperation in this matter. ince ly, Rick Dykstra Executive Director Mission Statement Progressive 15 is a unified voice for Northeast Colorado To influence public policy and enhance our economic viability and quality of life. Objectives + Advocate and Affect Legislation •s Educate Citizens On Legislation Affecting Northeastern Colorado ❖ Coordinate Regional Action To Address Needs of Northeastern Colorado Goals + Build Membership Diverse Active Representation from every county Goal of 300 members in one year • Develop Functional Committees + Develop position statement opposing Amendments 21 & 24 by October 15, 2000 (Amendments were successfully defeated ) ❖ Have staff in place for Progressive 15 in one year ( Executive Director position filled January 1, 2001 ) / I ,♦ OR OFFICE USE ONLY 014' Iw A • ARTICLES OF INCORPORATION NONPROFIT CORPORATION • - i Return to: Colorado Secretary of State 1560 Broadway, Ste. 200 Denver, CO 80202 - - (303) 894-2251 fax(303) 894-2242 20n01004323 FILING FEE: $50-00 t 65. 00 i0 • Submit 1 typed oriainai+ I copy SECRETARY OF STATE (Please inc:ude self-addressed envelope) LCi,ttETAR Y 0l- S I i i i 01-10-20(00 09'1 O:0, The unaersignea person(s), acting as the incorporations)of a nonprofit corporation in accordance with CRS§7-122-101,heresy deriver to the Caioraao Secretary or State these Arades of Incorporation pursuant to statute,and state the following: 1. The Carnorate Name is: progressive 15 Address of Principal Office: 231. Main Street, Suite 211 . Fort Morgan CO 80701 2. The name of the initial Registered Agent and Address of the initial Registered Office is T r—v ?Jn r r h 231 Main Street, Suite 211 Fort Morgan CO 80701 (Number, including Suite or Apartment Street City/Town ip Code) 3. Signature of the Registered Agent consenting to such appointment- 4. The name and address of each incorporator are as follows: Name .Terry Allen Address 15999 Count-7 Road 51L Arapahoe CO 80802 Name Rick Dykstra Address 16002 Cc:mi t-7 Road R Siebert CO 80758 5. Voting Members(,r checic appropriate box) El will have voting members ❑ will not have voting members 6. The provisions for the distribution of assets upon dissolution of the nonprofit corporation are as follows: Upon any liquidation, dissolution, or winding up of the corporation and after paving or adequately providing for payment of all of its obligations. the remainder of the assets of the corporation shall be distributed either in cash or inkind as determines by the Board of Directors and in compliance with Federal and State law. 7. The Secretary of State may send a copy of this form once completed for filing to the following address: Larry Worth. 231 Main Street, Suite 211, Fort Morn CO 80701 4i4.0 O1. In • •o =tor'sl' ed a fr and -•ignature c-k / Zs .P19Incorporators Print-• ame and Signature ARTICLES OF INCORPORATION ARTICLE I That the name of said non-profit corporation is "Progressive 15". ARTICLE II That the purposes for which said Corporation is formed are: a. The primary purpose for which this Corporation is formed is to promote regional cooperation between private sector, interested citizens, and levels of government of Eastern Colorado; to debate and concur in a cooperative effort to coordinate regional action to address the need or issue; to publish reports on problems or issues impacting Eastern Colorado; and to advocate legislation, education, or other actions necessary to implement corrective action on the problems or issues and or prioritized by the membership. b. Other purposes for which this corporation is formed are: to do all the acts and things, and business in any manner connected with objects or powers of the corporation, or necessary, incidental, convenient, or auxiliary thereto, calculated directly or indirectly to promote the interest, objectives, and ideals, of the organization, and in addition to have and exercise all rights, powers, and privileges now or hereafter belonging to or conferred upon non-profit corporations existing under the laws of the State of Colorado. • c. The foregoing statement of purpose or purposes shall be construed as a statement of both purpose and powers and the purpose and powers in each clause shall, except where otherwise expressed. be in nowise limited or restricted by reference to or inference from the terms of provisions of any other clause, but shall be regarded as independent purposes and powers. ARTICLE III That said corporation is organized pursuant to the Colorado Revised Non-Profit Corporation Act. ARTICLE IV The principal office and registered office for the transaction of business of the Corporation shall be located at 231 Main, Suite 211, County of Morgan in the State of Colorado. The name of the registered agent at such address is Larry Gene Worth. The registered agent hereby consents to such appointment as registered agent as evidenced by his or her signature as follows: ARTICLE V a. The Officers and Directors of this Corporation, their nominations, elections, or appointment, power and authority shall be in accordance with the provisions of the By-laws of this Corporation. b. The governing body of this corporation shall be its Board of Directors, which said Board of Directors shall consist of all of the following: the Officers of the Corporation who shall be the President, Vice-President, Secretary and Treasurer and 5 persons who shall bear the title of Directors. c. The names and addresses of the persons who are to act in the capacity of Directors of this Corporation until the Selection of their Successors as provided for in the By-laws is as follows: TITLE NAME ADDRESS President Jerry Allen 15999 County Road 54, Arapahoe CO 80802 Vice-President Mike Woltemath 623 Walnut, Julesburg CO 80737 Secretary Rick Dykstra 16002 County Road R, Siebert CO 80758 Treasurer Sue Jarrett 52914 Highway 385, Wray CO 80758 Director Terry Hall 923 E. 4th Street, Akron CO 80720 Director Mike Harms 911 Pawnee, Fort Morgan CO 80701 Director Jim Engelker 10925 County Road 29, Ovid CO 80744 Director Gary Rhoades 1750 Fay, Burlington CO 80807 Director Harry Marostica 405 4th Avenue, Iliff CO 80736 ARTICLE VI The By-laws of said Corporation shall define the duties of the Directors, and Officers of the Corporation and their manner of election and terms of office. The number of persons to serve on the Board of Directors shall be between 9 and 11 natural persons. The Corporation, and that said Corporation is hereby granted authority to make by-laws for its government, and to amend the same from time to time as provided in said by-laws. ARTICLE VII The Corporation is organized pursuant to the provisions of the Colorado Revised Non-profit Corporation Act, and the business of the Corporation and all of its acts, decisions, and other actions, of its Officers and Members shall at times conform with the provisions of Colorado State Law. ARTICLE VIII In all matters relating to property, both real and personal, including but not limited to, purchase, sale, mortgage, hiring and leasing, the provisions of the Colorado Revised Statutes relating to notice and required vote shall be fully complied with. ARTICLE IX This Corporation shall exist in perpetuity from the date of filing of these Articles of Incorporation with the Secretary of State for the State of Colorado, unless dissolved according to law. ARTICLE X Upon any liquidation, dissolution, or winding up of the corporation, and after paying or adequately providing for the payment of all of its obligations, the remainder of the assets of the Corporation shall be distributed, either in cash or in kind, as determined by the Board of Directors and in compliance with Federal and State law. ARTICLE XI The Corporation shall have voting members whose rights and privileges are set forth in the By- laws. ARTICLE XII No director shall be personally liable to its members for monetary damages for any breech of fiduciary duty as a director, except that no director's liability shall be eliminated or limited on account of any of the following: (a) Any intentional breach of the director's duty to its members; (b) Any acts or omissions of the Directors not in good faith or that involve intentional misconduct or a knowing violation of the law; (c) The Director's assent to or participation in a loan by the Board of Directors to any Director or Officer of the Corporation, or other acts specified in Section 7-128-492 CRS; (d) Any transaction in which the Director received unique and personal benefit, unconnected to the goals of the organization. Nothing herein will be construed to deprive any Director of the right to all defense ordinarily available to a director no will anything herein be construed to deprive any director of any right for contribution from any other director or person. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any right or protection of a director of the Corporation existing at the time or such repeal or modification. CRS 7-128-402-403 ARTICLE XIII A director, officer, employee, fiduciary or agent shall be entitled to indemnification as provided by CRS 7-19-101 through 7-1220-1110 as may be specifically set forth in the Corporation's By- laws. ARTICLE XIV In futherance of the preceding objects and purposes, the Corporation shall have and may exercise all of its rights, powers, privileges, and immunities now or subsequently conferred upon non- profit corporations organized under the laws of the State of Colorado. No part of the net earnings or other assets of the Corporation shall inure to the benefit of the members, directors, or officers, or any private individual, except that the Corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes. ARTICLE XV These Articles of Incorporation may be amended in a manner provided in the Corporation's By- laws. Progressive 15 President Secretary .- 70 FEB - 1 AK $: 3L1 FC D U` . BY-LAWS AS ADOPTED BY THE BOARD OF DIRECTORS OF PROQI3JESSIVE 15,AN ORGANIZATION OF ALL COMMUNITIES IN NORTHEASTERN COLORADO. Dated: December 7 . 1999 i Certified by Patricia A. Gleason Recording Secretary 1 ARTICLE I Membership 1. The membership of this organization shall be made up of all those in or having interests in Northeastern Colorado, upon election to membership by the Board of Directors. 2. Membership shall be conditioned upon payment of dues as determined and prescribed by the Board from time to time. 3. For the purposes of these by-laws, the terms "County" or"Counties" shall mean all members, whether government, business, organization or individual, located in, doing business in, or residing in one of the boundaries of a county named in Article II of the Articles of Incorporation of Progressive 15. 4. Members may be governmental entities, quasi-governmental entities, corporations, partnerships, other organizations, or individuals located, doing business, or owning property in the counties of Adams, Arapahoe, Cheyenne, Douglas, Elbert, Kit Carson, Larimer, Lincoln, Logan, Morgan, Phillips, Sedgwick, Washington, Weld, and Yuma, Colorado. ARTICLE II Meetings of Membership 1. Meetings of the organization shall be held at least annually within ninety (90) days following the close of the calendar year. The place of conducting meetings may be alternated among the counties. 2. Members shall be responsible for their own expenses in attending meetings. 3. Each county, through its members, shall present ideas and plans for the progressive development of Northeastern Colorado. Only matters of general interest to Northeastern Colorado shall be considered. 4. Quorum: 51% of the member. counties shall constitute a quorum to transact business at any general meeting. 5. Special Meetings: A special meeting of the membership may be called by the Chairman of the Board or by the written request to the Secretary by the Directors of any eight counties of the organization in good standing. Notice of the meeting shall be sent to at least one (1) newspaper and one (1) radio station (where available) within the counties of Eastern Colorado not less than ten (10) days prior to the meeting. 2 • 6. Any controversies or questions at issue shall be settled and determined within a space of time covered by three consecutive meetings; and if not then settled, a period of six months shall ensue before the same question may again be presented unless otherwise approved by a majority of the members present at the third consecutive meeting. ARTICLE III Voting at Board Meetings 1. Each county in this organization shall be entitled to one vote through its Director. ARTICLE IV Amendments 1. The By-laws of the organization may be amended by a two-thirds majority vote of the Board of Directors at any general meeting after at least thirty (30) days notice of the text of such proposed amendment sent by first class mail to each member. ARTICLE V Board of Directors I. General Powers: The property and affairs of the Corporation shall be conducted and managed by the Board of Directors; in addition to the powers expressly conferred upon it by these By-laws, the Board of Directors may exercise all such other powers as are not by statute or by the Articles of Incorporation or by these By-laws expressly reserved unto the members of the Corporation. 2. The Board of Directors shall consist of one director for each member county. The Directors elected shall serve staggered terms as outlined in Article V, Section 4. Directors shall be elected by the members in each county at a caucus held in said county prior to the Annual Meeting. Progressive 15 shall call such caucus meetings and invite in writing all members in said county, and such caucus shall be attended by the President and/or at least one officer. At such caucus, all members are entitled to vote on a director for that county. Up to two alternate directors may also be elected in the same manner for each county. Members are encouraged to elect directors and alternates keeping in mind the participation of public and private sector, and the participation of the different communities of that county. 3. Qualification of Directors: No person may serve as a Director unless he or she holds a 3 membership in the Organization. 4. Election and Tenure: All Directors for the counties of: Adams, Cheyenne, Elbert, Larimer, Logan, Phillips, Washington, and Yuma shall serve for the year of 2000; subsequent Directors shall serve for a term of two (2) years. The Directors for the counties of: Arapahoe, Douglas, Kit Carson, Lincoln, Morgan, Sedgwick, and Weld shall serve for (2) years commencing in 2000. A Director or member may be removed from office or membership in the organization for cause only. Good cause includes but is not limited to conviction or a crime (misdemeanor or felony), unexcused absences from Board of Directors meetings exceeding fifty percent (50%) in a six (6)month period, and actual and undisclosed conflict of financial interest. Conviction of a felony or a crime of moral turpitude shall be cause for mandatory removal from office or membership. Conviction of a felony or crime of moral turpitude within the previous five (5) years shall constitute disqualification to hold office in the organization. No person shall be disqualified from or removed from membership of office for exercise of constitutionally protected rights. When a vacancy occurs in the Board of Directors, the vacancy shall be filled through application by the Chairman of the Board after selection and approval by the applicable County caucus of the County involved. The appointment shall be approved by the Executive Committee, and confirmed by the Board of Directors at its next meeting. 5. Regular Meetings: Regular meetings of the Board of Directors may be held at such time and place as the Board of Directors may, from time to time, designate. 6. Special Meetings: Special meetings of the Board of Directors may be held whenever called by the Chairman of the Board or by eight (8) members of the Board at such time and place as shall be designated in the notice thereof.Notice of such meeting shall be given personally or mailed to each member of the Board at least three (3) days before the day on which said meeting is to be held. A member of the board may waive such notice in writing before, at, after or by presence at and participation in the meeting. 7. Place of Meetings: The Board of Directors may hold its meetings, have one or more offices and keep books and records of the Corporation at such place or places within or without the State of Colorado as the Board may, from time to time, determine. 8. Quorum and Manner of Meetings: Except as otherwise provided by statute or by the Articles of Incorporation or by these By-laws, 50% of the Board of Directors members in office at the time of any regular or special meeting of the Board shall constitute a quorum for the transaction of business at such meeting; and the act of a majority of the members present at such meeting shall be the act of the Board. in the absence of a quorum, a majority of the members present may, without notice other than announcement at the meeting, adjourn the meeting from time to time until a quorum is present. a 9. Executive Committee: The Executive Committee shall consist of the Chairman of the Board, Chairman-elect, the four (4) Regional Vice Chairmen, the Secretary, the Treasurer, the immediate past Chairman, and any additional members appointed by the Chairman, not to exceed four(4), after consultation with the Board of Directors. A majority of the Executive Committee shall constitute a quorum. During the intervals between the meetings of the Board of Directors, and subject to such limitations as may be prescribed by the Board,the Executive Committee shall have and may exercise all of the authority of the Board in the management of the Corporation. The Executive Committee shall keep regular minutes and mail copies thereof; promptly after each meeting to all Board members. 10. Informal Action by Directors: Any action required or allowed to be taken at a meeting of the Board of Directors or of the Executive Committee thereof may be taken without a meeting if a consent signed by all, setting forth the action to be taken, shall be given by a majority of the members of the Board of Directors or of the Executive Committee, as the case may be, entitled to vote with respect to the subject matter thereof. The Chairman or President may expedite action by polling the Directors or Executive Committee members, as the case may be, to obtain such consent. 11. Any Director, Officer, or other member of the Executive Committee may appear at any meeting or polling electronically, including, but not limited to telephone, TTY, computer,etc. Any necessary equipment and arrangements needed beyond a speaker telephone will be at the expense of the person so appearing unless otherwise determined by the Board of Directors. ARTICLE VI Elected Officers 1. Designation: The elected officers of the Corporation shall be a Chairman of the Board, a Chairman-elect, one Regional Vice Chairman for each of the planning-management Districts, a Secretary and a Treasurer. The Chairman of the Board and other officers shall be elected by the members of the Board of Directors. The Chairman is a voting member of the Board and of the Executive Committee. 2. Regions: The Regions of Progressive 15 shall be: Region I: Larimer, Weld and Morgan Counties. Region 2: Logan, Sedgwick, Phillips, Yuma and Washington Counties. Region 3: Lincoln, Kit Carson, and Cheyenne Counties. Region 4: Adams, Arapahoe, Douglas and Elbert Counties. 3. Nominations: Nominations for Chairman of the Board, Chairman-elect, Secretary and Treasurer shall be made by an "Officers Nominating Committee" of five members, including two 5 (2) past Chairmen, if available, as appointed by the Chairman with the approval of the Board of Directors. Any Director may nominate any eligible person for any of such offices at the Annual Board meeting at which the election occurs. Regional Vice Chairman shall be nominated and elected by the Directors of the counties in each Region at the Annual Meeting at which Executive Committee elections occur. 4. Tenure: Each officer so elected shall serve for a period of two (2) years until the successor shall be elected or appointed and shall qualify,or until resignation,removal, death or other disqualification, except that the term of the Chairman of the Board shall be one year. The initial Directors appointed for the one (1) year terms may be elected as an officer for the duration of their terms. 5. Resignation, Removal and Vacancies: Any officer may resign at any time by giving written notice thereof to the Board of Directors or to the Chairman of the Board. Such resignation shall take effect on the date specified therein and no acceptance of the same shall be necessary. If any office becomes vacant for any reason, the vacancy may be filled by the Board of Directors. An officer appointed to fill a vacancy shall be appointed for the unexpired term of his predecessor in office. 6. Chairman of the Board: The Chairman of the Board shalt be the chief executive officer of the Corporation, shall preside at all meetings of the members of the Board of Directors, and shall have general and active management of the affairs of the Corporation. He shall see that all orders and resolutions of the Board are carried into effect and in general shall perform all duties as may, from time to time, be assigned to him by the Board. 7. Chairman-elect: In the absence or disability of the Chairman of the Board,the Chairman- elect shall perform all of the duties of the Chairman. 8. Regional Vice Chairmen: In the absence or inability of the Chairman and Chairman- elect, a Regional Vice Chairman as designated by the Board of Directors, shalt have all the powers and perform all of the duties of the Chairman. If no Regional Vice Chairman is named, one shall be appointed in alphabetical order. When a Regional Vice. Chairman is unable to attend an Executive Committee Meeting, he shall appoint a Director from his Region who shall have full authority to act in the name of the Regional Vice-Chairman. In those situations where a Regional Vice-Chairman is unable to obtain a Director from his own District to represent him at an Executive Committee meeting, he may request the Chairman to appoint a Director from any other District with full voting power for the Regional Vice Chairman. 9. Secretary: The Secretary shall record the official minutes from meetings of the Corporation and distribute them to the Board of Directors and perform any other duties usually pertaining to such office. 10. Treasurer: The Treasurer shall make periodical financial reports to the Board of 6 Directors, including the Annual Audit of the books of the Corporation, and perform any other duties usually pertaining to such office. 11. Salaries:No elected officer shall receive any compensation for services rendered to the Corporation. ARTICLE VII Appointed Officers 1. Designation: The President and any other appointed officers shall be appointed by the Chairman of the Board, with the approval of the Board of Directors, under conditions of duties, terms and compensation as may be decided by the Board. 2. President: The President,subject to the direction of the Chairman and of the Board, shall be chief administrative officer of the Corporation, perform all administrative duties, attend the meetings of the Corporation and of the Board and as far as possible, attend all meetings of the committees of the Corporation, supervise all publications of the Corporation,cause a proper system of accounts to be kept of all moneys received and disbursed by the Corporation, make an accounting thereof to the Board at each regular meeting, and perform such other duties as shall be assigned to him by the Chairman, the Board or the Executive Committee. He or she shall give such bond as may be required by the Board. The President, such other appointed officer as the President shall designate, shall be ex-officio, the Secretary of all the Councils and Committees of the Corporation. 3. Subordinate Officers, Committees and Agents: Subject to the appointment as outlined in Section 1 of Article VII, any officer, committee or agent so appointed shall have such authority and perform such duties as are provided in these By-laws or as the Chairman of the Board, with the approval of the Board may, from time to time,determine.The Board may delegate to any officer or committee the power to appoint, and to prescribe the authority of any such subordinate officers, committees or agents. ARTICLE VIII Standing Committees 1. Standing Committees: The Standing Committees of the Corporation shall include but not be limited to the following: Tourism/Economic Development, Agriculture/Public Lands/Natural Resources,Telecommunications,Human Resources and Transportation. The Chairman of the Board may, with approval of the Board of Directors, constitute additional committees. Any Committee, with approval of the Board of Directors, may also be designated a Council, Division or other appropriate name. Committee Chairman may create subcommittees as needed with approval of the committee membership. 7 2. Members of Standing Committees shall be appointed by the Chairman of the Board subject to approval of the Board of Directors. In making such appointments, the Chairman shall make every, reasonable effort to give representation to the varying types of business and governmental members, and their geographical location. 3. The meetings of each Standing Committee shall be held upon call of its Chairman. 4. No Committee, or member of a Committee or Chairman of a Committee, shall have authority to issue reports of such Committee publicly or to state the position of the committee on any subject without the prior approval of the Board or the Executive Committee. 5. Committee decisions constitute only a recommendation to the Board of Directors, not corporate policy.No resolution or policy statement may be considered by the Board unless Directors have had copies at least 10 days prior to a Board meeting, except by special approval of the Executive Committee. ARTICLE IX Execution of Contracts,Loans, Conveyances of Property. Etc. 1. Execution of Contracts: The Board of Directors, except as in these By-laws otherwise provided, may authorize any officer or officers or agent or agents of the Corporation to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, such authority may be general or confined to specific instances; and, unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to render it liable pecuniary for any purpose or to any amount. 2. Loans: No loans or issue of negotiable paper shall be made by the Corporation to any Officers, Directors, or Members of the Corporation or their immediate families. Immediate family shall be considered to be spouses, children, parents, grandparents, grandchildren, brothers/sisters and the same relations of a person's spouse. 3. Checks, Notes and Conveyances of Property: All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness, and conveyances of real or personal property issued in the name of the Corporation shall be signed by such person or persons and in such manner as shall, from time to time, be determined by resolution of the Board of Directors. 4. Deposits: All funds of the Corporation shall be deposited to the credit of the. Corporation under such conditions and in such banks, trust companies or other depositories as the Board of Directors may designate or as may be designated by any officer or officers or agent or agents of the Corporation to whom such power may, from time to time, be delegated by the 8 • Board of Directors, and for the purposes of such deposit any person or persons to whom such power is so delegated may endorse, assign and deliver checks, drafts, and other orders for the payment of money which are payable to the order of the Corporation. ARTICLE X Dues 1. Membership dues amounts shall be determined and prescribed by the Board on an annual basis. 2. Initial (year 2000) dues of the organization shall be: Individual: S100 Non-profit organizations: $150 Small business (10 or fewer employees): S200 Medium business (11 to 25 employees): $300 Large business (26-50 employees): $400 Corporate (51-100 employees): $1500 Corporate (over 100 employees): $5000 Municipalities: 60 per capita Counties: 100 per capita Maximum dues: $5000 Minimum dues: $100 (number of employees is calculated on the basis of full time equivalent employees) 3. Dues shall be for each calendar year. There shall be no prorating of dues. 4. Dues must be current for any member to vote or hold office or to participate in any function of the organization. ARTICLE XI Miscellaneous 1. Seal: The seal of the Corporation shall be such form as shall be approved by the Board of Directors. 2. Fiscal Year: The fiscal year of the Corporation shall begin at January I, at 12:01 a.m. 3. Indemnification of Officers and Directors: The Corporation shall indemnify each Director or officer of the Corporation and any of its subsidiaries, now or hereafter a Director or officer, his heirs, executors and administrators, against all costs, expenses and liabilities, including settlements 9 approved by the Board of Directors, reasonably incurred or imposed upon him in connection with or resulting from any action, suit or proceeding or the settlement or compromise thereof, prior to final adjudication, to which he is, or may be, made a party by reason of his being, or having been, a Director or officer of the Corporation, or any of its subsidiaries, except in relation to matters as to which he is finally adjudged in such action, Suit or proceeding to have been derelict in the performance of his duty as such Director or Officer. The right of indemnification herein provided shall not be exclusive of other rights to which such officer or Director may be entitled as a matter of law. 10 Hello