June 18, 2007                                                               

COMMERCE CITY BUSINESS AND PROFESSIONAL ASSOCIATION

ADOPTION OF THESE AMENDMENTS shall serve to fully repeal and replace, in their entirety, the BY-LAWS of the Association dated: May 6, 1982; September 9, 1991; September 27, 1994 and August 1, 2002.

ARTICLE I                                                                                           
SECTION 1.1,  NAME:  The name of the Association is Commerce City Business and Professional Association, Inc.

SECTION 1.2,  INCORPORATION:  The Association is a nonprofit corporation organized under the laws of the State of Colorado.

SECTION 1.3,  LOCATION:  The principal office of the Corporation shall be located at P.O Box 303, Commerce City, Co. 80022.

SECTION 1.4,  AFFILIATION:  The Association shall be an independent Business and Professional Association, serving its membership by promoting its mission within its delineated community.

ARTICLE II                      
SECTION 2.1,  MISSION:  The Association is the principal voice of business in its community.  The Association's mission is to ensure a favorable business climate and to promote progressive and orderly development in its delineated community by (a) coordinating the efforts of commerce, tourism, industry, transportation, agriculture and the professions in maintaining a sound and healthy business climate; (b) providing creative business leadership and effective coordination in solving community problems and initiating constructive community action; (c) creating broad understanding and appreciation of the great opportunities in the area; and (d) promoting the advantages and assets of the community.

SECTION 2.2, AREA:  The area of region to be served by the Association shall be the boundaries of the City of Commerce City, and those unincorporated areas within those boundaries.

SECTION 2.3, LIMITATION OF METHODS:  The Association shall observe all local, state, and federal laws, which apply to a non-profit corporation as defined by law.

ARTICLE III                
SECTION 3.1,  MEMBERSHIP:  Any business firm, corporation, association, partnership, individual, or estate having an interest in the above objectives shall be eligible to apply for membership.

SECTION 3.2,  APPLICATION FOR MEMBERSHIP:  Application for membership in the Association shall be in writing, signed by the applicant, and submitted to the Board of Directors for approval.  The Board's action on any applicant shall be announced at the next regular meeting of the Association. Any applicant approved for membership shall become a member upon payment of the dues as provided for in Section 4 of Article III.

SECTION 3.3, CLASSES OF MEMBERSHIP:  There shall be three classes of membership: a) business, b) individual, and c) honorary.

3.3.1  Business and individual members shall have one vote per membership.

3.3.2  Honorary members shall consist of persons recognized for meritorious service who are interested in promoting the purposes of the Association.  Honorary members shall be entitled to all privileges except those of making motions, voting, or holding office.  There shall be no greater than three (3) percent of the active membership comprised of Honorary members at any given time.  The active status of each Honorary member must be approved by a majority vote of the Board every two years. 

3.3.3  Any two or more business or individual class members may file with the Board of Directors a written grievance against any member, and state just cause for reprimand or termination of membership.  The Board of Directors shall fully investigate such allegation, and make written recommendation for further action.  The Board of Directors' recommendation shall be submitted to the membership at the next regular meeting.  A two-thirds affirmative vote of the membership, taken by mail ballot, shall be necessary to censure or terminate the membership of an offending member.  The Secretary shall direct the Election Committee to mail ballots to each member no later than five days following the regular meeting at which the Board's recommendation is presented.  The ballots must be returned to the Election Committee within ten days from the ballot date.

SECTION 3.4, Dues:  The annual dues for membership shall be as approved by a majority vote of the Board of Directors and shall be ratified by the membership at the Association's next regular meeting following written notice to the members of any pending change.  Dues are payable on the first day of January, annually.  (All dues will be prorated accordingly.) If a membership is terminated for any reason, no refunds will be made.  Memberships are not transferable.

3.4.1  No member whose dues are 30 or more days in arrears shall be eligible ot vote on any question submitted to the membership, or for the election of officers or directors.  Once dues have been received, Board of Directors has approved membership, and ratified through other members and the new member shall be eligible to vote on any questions submitted to the membership or election of offices.

3.4.2  The Treasurer shall notify all members whose membership dues are 60 days in arrears.  Those whose dues are not paid current within 120 days of the due date shall be dropped from membership.  Any member dropped from membership must reapply for membership in writing.  Dues are to be paid with the new application. 

ARTICLE IV                                                                                                                                                      SECTION 4.1, OFFICERS:  The Officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer.  Officers shall serve for one year or until their successors are elected.  The Officers shall perform the duties prescribed by these By-Laws.  No member shall hold more than one office at a time, and no member shall be eligible to serve more than two consecutive terms in the same office.  A vacancy in any office other than that of President shall be filled by a majority vote of the remaining board members.  A vacancy in the office of President, shall be filled by the Vice President.  With the exception of the Nominating, Election, and Audit Committees, the president or a Board member designated by the President shall be an ex officio member of fany committee established for the purpose of furthering the interests of the Association.

4.1.1, President:  The President shall serve as the Chief Executive Officer of the Association, and shall preside at all meetings of the Membership, Board of Directors, and Executive Committee.  The President, or in his absence, the Vice President, shall sign all written contracts and obligations of the Association.

4.1.2,  Vice President:  The Vice President shall exercise the powers and authority and perform the duties of the President in the absence or disability of the President.  The Vice President shall be responsible for administration of the program of work of the association in accordance with the policies and regulations of the Board of Directors.

4.1.3,  Secretary:  The Secretary shall serve as secretary to the Board of Directors, and as secretary to all membership meetings.  The Secretary shall cause to be prepared all required notices, agendas, and minutes of meetings.  The Secretary shall provide the second signature on all written contracts or obligations of the Association. 

4.1.4, Treasurer:  The Treasurer shall be responsible for the safeguarding and proper accounting and disbursement of all funds received by the Association.  The Treasurer is also responsible for verifying that all expenditures are within approved budget allocations.  The Treasurer will cause a monthly financial report to be made to the membership.

SECTION 4.2, Directors:  The affairs of the Association shall be governed by a Board of Directors (Board).  The Officers shall serve as members of the Board of Directors of the Association.  Four additional Directors shall be elected (two each year) for alternating two year terms.  The immediate Past President shall serve as an ex officio Board member.

4.2.1,  The Directors shall perform the duties prescribed by these By-Laws.  The Board of Directors is responsible for establishing procedures and formulating and adopting policies for the Association,.  These policies shall be maintained in a policy manual, to be reviewed and revised as necessary.  The Board of Directors shall be responsible for determining that the program activities of the Association are directed toward achieving business and community needs in the area served by the Association.

4.2.2,  A member of the Board of Directors who shall be absent from three (3) consecutive regular meetings of the Board shall be automatically dropped from office unless confined by illness or other absence approved by a majority vote at any Board meeting.  Vacancies on the Board, or among the Officers, shall be filled for the duration of the specified term by a majority vote of the remaining Board members.

SECTION 4.3,   ELECTIONS: Elections for Officers and Directors shall be held annually in September.  The Officers and the Directors shall be elected by mail ballot.  The ballots are to be mailed to the membership within seven days after the regular September meeting and returned to the Election Committee by September 25.  The election results shall be announced at the regular meeting in October.  The terms of office of each new Officer and Board of Directors shall begin January 1 of the following year.

ARTICLE V                                                                                                                                                              SECTION 5.1, STANDING COMMITTEES:  The Association shall have four standing committees: Executive, Program, Nominating/Election, and Audit.  Each Committee shall have no less than three (3) members.  With the exception of the Executive Committee, which is comprised solely of the Officers of the Association, members in good standing may sign up for Committee duty at the regular September meeting of the Association.  The Committee memberships are to be ratified by a vote of the membership at the February meeting, and the Committee members shall serve until their work is complete for the term of the new Officers seated in the following calendar year.

5.1.1,  Nominating/Election Committee:  The Nominating Committee is independent of the Officers and Directors and reports directly to the membership.  The Committee is responsible for nominating members to fill the Officer and Director seats coming vacant the year following the Committee's term of duty.  The Committee shall make it's recommendations for Officers and Directors to be elected for the forthcoming year at the regular September meeting.  At this meeting, additional nominations from the floor shall be permitted.

The Election Committee acts independently of the Officers and Directors and reports directly to the membership.  The Committee shall consist of three (3) members whose duty it shall be to mail ballots to the membership, account for the incoming ballots, tabulate election results, and certify its report in writing to the membership at the next regular meeting following any election.  If petitioned in writing by ten (10) percent of the membership within 15 days following the Election Committee's written report, the Audit Committee shall review the records of the Election Committee and make it's own report to the membership.  If any discrepancy is reported by the Audit Committee which is sufficient to invalidate the election results, two additional members will be elected to the Election Committee by the membership at the next meeting, and the election will again be held, with the results to be reported the following month.  If an election's results are not challenged by member petition as provided for above, the ballots may be destroyed.

5.1.2,  Program Committee:  The Program Committee shall have responsibility for monitoring issues and for developing programs in which the Association becomes involved.  Its work shall include but not be limited to legal, social, civic, and economic issues falling within the mission and affecting the delineated area of the Association.  The President shall be the Chairman of the Program Committee.  The Program Committee shall work closely with, and report regularly to the Board of Directors. 

5.1.3,  Audit Committee:  The Audit Committee shall review the financial records of the Treasurer, and the financial condition, income, expenditures and budget of the Association at least annually.  In addition, the Audit Committee, upon petition, as provided in Section 5.1.1, shall verify election results.  The Audit Committee acts independently of the Officers and Directors, and makes its written report to the Membership at the Regular Meeting in February each year.

5.1.4,  Executive Committee:  The Executive Committee shall act for and on behalf of the Board of Directors when the Board is not in Session, but shall be accountable to the Board for its actions.  It shall be comprised of the President, Vice President, Secretary, Treasurer, and the immediate Past President.  The President will serve as Chairman of the Executive Committee.  A quorum of the Executive Committee shall be two (2) members.

SECTION 5.2, OTHER SUBDIVISIONS AND COMMITTEES:  The Board of Directors may create such other committees, divisions, bureaus, departments, and councils (hereinafter collectively referred to as other committees) as it deems advisable to handle the work of the Association.  The Board shall authorize and define the powers and duties of any such other committees, and annually review and approve their activities, budget, and proposed programs.  Members of such other committees shall serve at the pleasure and will of the President, and shall serve concurrent with the term of the appointing President, unless a different term is approved by the Board of Directors.  Other Committees shall be discharged by the president when their work has been completed and their reports accepted, or when, in the opinion of the Board of Directors, it is wise to discontinue such other committee.

5.2.1,  No action or resolution of any kind by any member, employee, Officer, Director, or committee of the Association shall be binding upon, or constitute an expression of the Policy of the Association until approved or ratified by the Board of Directors.

5.2.2,  It shall be the function of the other committees to make investigations, conduct studies and hearings, make recommendations to the Board of Directors, and to carry on such activities as may be delegated to them by the Board.  Once, such other committee action has been approved by the Board of Directors, it shall be incumbent upon the Committee leaders, or in their absence, those whom they designate as being familiar enough with the issue, to give testimony to, or make presentations before the membership, and any appropriate private, civic, and governmental agencies.

ARTICLE IV                                                                                                                                                          SECTION 6.1,  The regular meeting of the Association shall be held on the first Thursday of each month from January through December unless otherwise declared by the Board of Directors.  Regular or special meetings may be held without a quorum being present.  However it shall take ten (10) percent of the membership in good standing to constitute a quorum, for conducting any business requiring a vote of the membership.  In the event any question is called to a vote at a meeting where  a quorum is not present, the membership shall be polled by mail ballot, following the procedures established for elections in Section 4.3. 

SECTION 6.2,  BOARD OF DIRECTORS MEETINGS:  The regular meeting of the Board of Directors shall be held on the last Tuesday of each month from January through December unless otherwise declared by the Board of Directors.  A majority of the members of the Board of Directors for any regular or special meeting shall constitute a quorum. 

SECTION 6.3,  SPECIAL MEETINGS:                                                                                                    
6.3.1,  Special Meetings of the membership may be called by declaration of the Board of Directors, or upon petition in writing of any five (5) percent of the membership in good standing.  If by members' petition, the Special Meeting shall be called by the Board within ten (10) days of receipt of any Board Member of the petition.  Notice of special meetings shall be mailed to each member at least five (5) days prior to the date set for such meeting.  The notice shall state the purpose for the meeting.

6.3.2,  Special meetings of the Board of Directors may be called by the President or by a majority of the Board of Directors.  The purpose of the meeting shall be stated in the call.  A minimum notice of twenty four (24) hours shall be given.

ARTICLE VII                                                                                                                            
SECTION 7.1  FINANCES:  All monies paid to the Association shall be placed in a general operating fund, except that money subscribed or contributed for a specific purpose shall be accounted for separately for such purpose.  Investment of surplus funds shall be in such accounts or investments as may be approved by the Board of Directors from time to time.  Provided that safety, service, and yields are competitive, before any funds are placed elsewhere, preference for deposit or investment of the Association's funds shall be given first to member financial institutions, and then to other financial institutions located within the delineated service area of the Association.

SECTION 7.2,  BUDGET:  As soon as possible after the election of the new Baard of Directors and Officers, the incoming Executive Committee shall adopt an operating Budget for the upcoming year, and submit it to the incoming Board of Directors at the first Board of Directors Meeting of the new year.  Upon approval of the budget, the Treasurer is authorized to make disbursements on accounts and expenses provided for in the Budget without additional approval of the Board of Directors.  Any non-budgeted expenditures require Board approval.  Payment of any funds of the corporation is to be by check unless specifically authorized otherwise by the Board of Directors.  All checks are to be signed by the President or The Treasurer, or in the absence of either, by any two officers.

SECTION 7.3,  FISCAL YEAR:  The fiscal year of the Association shall be January 1 through December 31, to correspond with the terms of office of the Officers of the Association.

SECTION 7.4,  AUDIT:  The accounts of the Association shall be audited no less frequently than annually, as soon as practical after the close of business December 31.  The Audit results shall be reported to the membership at the regular February meeting.  Copies of the audit reports shall be available to the members present at the meeting, and one copy of the report shall be made available thereafter the by the Treasurer to any member of the organization upon written request.

SECTION 7.5,  BONDING:  At the discretion of the Board, the Officers may be bonded by a fidelity bond in an amount deemed sufficient by the Board and paid for by the Association.

ARTICLE VIII    
SECTION 8.1,  PARLIMENTARY AUTHORITY:  The current edition of Roberts Rules of Order shall be the final source of authority in all questions of parliamentary procedure when such rules are not inconsistent with the By-Laws of the Association.

ARTICLE IX                                                                                                                         
SECTION 9.1, The Corporation shall indemnify any and all persons who may serve or who served as Directors or officers of the Corporation and their respective heirs, administrators, successors and assigns, fees, reasonably incurred or imposed in connection with any proceedings to which he or she may be a party or in which he or she may become involved by reason of being or having been a Director of the Corporation, except in relation to matters in which any Director or officer or former director or officer shall be adjudged in any action, suit or proceeding to been liable for his or her own gross negligence or gross misconduct in the performance fo his or her duties as a Director or officer; provided, however, that in the event of a settlement the indemnification herein shall apply only when in the opinion of independent counsel selected by the Board of Directors or in a manner determined by the Board of directors, there are not reasonable grounds for such persons to be adjudged of his or her duties as Director or officer.  Such those indemnified may be entitled under these by-laws, an agreement, a vote of members, or as a matter of law or otherwise subject to the foregoing provisions of this Article, the Corporation shall indemnify its directors and officers to the full extent permitted by Colorado law.

ARTICLE X                                                                                                                                     
SECTION 10.1,  AMENDMENT OF BY-LAWS:  The By-Laws may be amended by written ballot at any regular meeting having a quorum of the Association by a vote of two-thirds (2/3) of the members present, provided; (a) that the amendment has been proposed at the previous regular meeting, and (b) the proposed amendment is mailed to the membership, together with notice of the pending action at least 10 days prior to the meeting at which a ballot on the amendment is anticipated.

ARTICLE XI
SECTION 11.1,  DISSOLUTION:  The Corporation shall use its funds only to accomplish the objectives and purposes specified in these By-Laws, and no part of said funds shall inure, or be distributed to the members of the association.  Dissolution of the Association shall require a two-thirds (2/3) vote of the general membership at any regular meeting, providing the notice for the meeting includes the proposal of dissolution.  On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organization as is defined in the Internal Revenue Code Section 501c(3).  Such organization is to be selected by the Board of Directors. 

Final Adoption June 18, 2007