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Section 1.1 STATEMENT OF PURPOSE. The purpose of the Alpaca Research Foundation (ARF), a Colorado 501 (c) (3) nonprofit corporation, shall be to act as a supporting organization for the North American alpaca community to foster, develop, support, and fund scientific research to benefit the alpaca industry. The ARF Board of Directors (BOD) shall be responsible for setting priorities for funding on an annual basis. ARF does not accept requests for donations or funding for projects other than scientific research. Further, ARF does not grant requests for funding without conducting a thorough peer review as described in the policies and procedures.
Section 2.1 PRINCIPAL OFFICE. The principal office of the ARF shall be located at such place deemed suitable by the ARF BOD. The ARF may have such other offices, either within or outside of the State of Colorado as the ARF BOD may designate, or as the business of the ARF may require from time to time.
Section 2.2 REGISTERED OFFICE. The registered office of the ARF, required by the Colorado Nonprofit Corporation Act to be maintained in the State of Colorado , shall be at the office of Nancy Irlbeck, PhD, 265 Pine Oak Drive , Loveland , Colorado 85038 and may be changed from time to time by the ARF BOD.
Section 3.1 MEMBERS. There are no members of the ARF.
Section 3.2 FRIENDS. In recognition of donations or exemplary service to the ARF there is hereby established the designation Friends of the Alpaca Research Foundation. The BOD may establish levels of recognition which may be altered from time to time and may designate one or more individuals or entities from time to time as a Friend of the Alpaca Research Foundation. The designation of an individual or entity as a Friend of the Alpaca Research Foundation shall not confer any voting rights or rights to participate in the management of the affairs of the ARF. Recipients of the designation Friends of the Alpaca Research Foundation may use such designation in advertising or other forms of publicity in accordance with rules, regulations, and/or standards, if any, established by the BOD from time to time. Such designation must be approved by the ARF BOD and may be applicable for periods not to exceed one year at any time, provided that the BOD may renew the designation of such individual or entity as a recipient of such designation on an annual basis for as long as the ARF BOD determines appropriate. Any individual who maintains the designation Friend of the Alpaca Research Foundation for 10 consecutive years may thereafter be designated by the ARF BOD as a Lifetime Friend of the Alpaca Research Foundation. Entities shall not qualify for designation as a Lifetime Friend of the Alpaca Research Foundation.
Section 4.1. ANNUAL MEETING. There shall be no mandatory annual meeting of the ARF except that the ARF BOD shall present an annual report and an operating plan for the next year to the general alpaca industry through venues deemed most appropriate at the time by the ARF BOD.
Section 5.1. GENERAL POWERS. Subject to the terms and restrictions of these bylaws, the business and affairs of the ARF shall be managed by its BOD.
Section 5.2. NUMBER, TENURE, AND TERM. The number of directors of the ARF shall initially range from five to seven and shall thereafter be as determined by the ARF BOD, itself. A majority vote of the ARF BOD shall be required to change the number of directors. Each director shall hold office until his successor shall have been qualified and appointed. Directors need not be residents of the State of Colorado . ARF Directors shall be appointed by a majority vote of the ARF BOD and serve a term of three years commencing on January 1. A director may be appointed any number of times.
Section 5.3. APPOINTMENT PROCEDURE. A director whose term is due to expire in December shall notify the ARF President of his or her intention to seek another term as soon as possible but no later than July 1 of that year. The ARF BOD shall then review the performance of the incumbent. Performance review shall include review of self appraisals which are completed annually by all ARF Directors and held in confidence by the ARF BOD President. Factors which shall be used to judge performance of ARF Directors include, but are not limited to: 1) attendance and participation at a majority of meetings of the ARF BOD; 2) timely response to communications from other directors; 3) diligent and timely review of grant applications; 4) service as an officer of the ARF BOD; 5) service as ARF liaison to other organizations which support alpaca-related research; 6) completion in a timely fashion of special projects which may be assigned from time to time; 7) oral and written presentations for the purpose of informing the alpaca community about ARF and its projects. In addition, any director who is seeking a third consecutive term must demonstrate that his or her departure from the ARF BOD would result in a significant loss of continuity which would have a negative impact on the function of the ARF. A majority vote of the ARF BOD is required to retain the incumbent director for another term. The ARF BOD shall notify the general alpaca community of the number of openings available on the ARF BOD by September 1. Candidates who desire appointment to the ARF BOD shall submit statements on behalf of their candidacy, a curriculum vitae, and a disclosure statement no later than October 31 to the ARF BOD. The disclosure statement shall be in a form approved by the ARF BOD. The ARF BOD shall then evaluate the qualifications of the candidates based on their knowledge of, and experience with, academic research and the peer review system, the need for a particular expertise on the ARF BOD, willingness to devote time and effort to responsibilities of ARF BOD members , and famili ari ty with the alpaca community. Appointment to the ARF BOD requires a majority vote of the ARF BOD.
Section 5.4. JOB DESCRIPTION. Each ARF Director is to actively participate in the majority of meetings (face-to-face or teleconference) as well as in other communications including, but not limited to, faxes, e-mails, and mailings. Further, each ARF Director will be expected to diligently review and comment upon research proposals presented to ARF. If a director is unable to attend the ARF meeting at which these proposals are discussed, he or she will make every reasonable effort to submit his or her comments prior to such meeting. Each ARF Director will diligently, and in a timely fashion, discharge such other duties as may from time to time be assigned.
Section 5.5. REGULAR MEETINGS. There shall be no requirement for regular or periodic meetings of the BOD, either within or without the State of Colorado.
Section 5.6. COMPENSATION. Directors, as such, shall not receive any stated sal ari es for their services, but by resolution of the ARF BOD each director may be reimbursed the reasonable expenses of attending any meetings and any other reasonable expenses incurred in the performance of their corporate duties. Nothing herein shall necess ari ly preclude any director from serving the ARF in any other capacity and receiving appropriate compensation.
Section 5.7. VACANCIES. Any vacancy occurring on the ARF BOD, due to death, resignation, removal, disqualification, or otherwise, may be filled by appointment which requires a majority vote of the ARF BOD as detailed under Section 5.3. The appointment procedure shall include statements by the applicant in support of his or her candidacy and a curriculum vitae, as well as a disclosure statement. A director appointed to fill a vacancy shall serve the remainder of the un-expired portion of the term.
Section 5.8. REMOVAL. Any director or directors of the ARF may be removed at any time by the unanimous vote of the remaining ARF BOD as long as the remaining directors represent a majority. Removal from office is to be exercised in times when the function of ARF is impaired, damaged, undermined, or compromised by the actions of a director.
Section 6.1. NUMBER. The officers of the ARF shall be President, Vice President, Secretary, and Treasurer. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the ARF BOD.
Section 6.2. APPOINTMENT AND TERM OF OFFICE. The officers of the ARF shall be elected annually. Officers' terms of office shall be from January 1 through December 31 of each year.
Section 6.3. REMOVAL. Any officer or agent may be replaced or removed by a majority vote of the ARF BOD whenever, in its judgment, the best interests of the ARF will be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not of itself create contract rights.
Section 6.4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by a majority vote of the ARF BOD for the un-expired portion of the term.
Section 6.5. PRESIDENT. The President shall be the chief executive officer of the ARF and, subject to the control of the ARF BOD, shall in general supervise and direct all the business and affairs of the ARF. He or she shall, when present, preside at all meetings of the ARF BOD. He or she may sign, with the Secretary or any other proper officer of the ARF thereunto authorized by the ARF BOD, deeds, mortgages, bonds, contracts, or other instruments which the ARF BOD has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the ARF BOD or by these Bylaws to some other officer or agent of ARF, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such duties as may be prescribed by the ARF BOD from time to time.
Section 6.6. VICE PRESIDENT. The Vice President shall, in the absence of the President or in the event of his or her death, inability or refusal to act, perform all duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or by the ARF BOD.
Section 6.7. SECRETARY. The Secretary shall: (a) keep the minutes of the proceedings of the ARF BOD and its Committees in one or more books provided for that purpose; (b) send a copy of all minutes to the appropriate individual for placement on the ARF internet website; (c) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (d) be custodian of the corporate records; and, (e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the ARF BOD.
Section 6.8. TREASURER. The Treasurer shall: (a) have charge and custody of, and be responsible for, all funds and other assets of the ARF; (b) receive and give receipts for moneys due and payable to the ARF from any source whatsoever, and deposit all such moneys in the name of the ARF in such banks, trust companies, or other depositories as shall be selected by the ARF BOD; and (c) in general perform all of the duties incident to the office of Treasurer and such duties from time to time may be assigned to him or her by the President or by the ARF BOD.
Section 6.9. SALARIES. The officers shall serve without salary, and no loans shall be made by the ARF to any officer or director of the ARF.
Section 6.10. CONFLICT OF INTEREST. As of January 1 of each year, each director whose term will continue for an additional year shall submit to the ARF BOD a disclosure statement detailing all financial or other interests, direct or indirect, with any business, organization, or person(s) that could affect said director's impartiality on issues that come before the ARF BOD. Any director with direct financial or other interest in any policy or decision before the ARF BOD shall not vote on that issue. The ARF BOD may establish and modify further conflict of interest rules to govern consultants, contractors, employees, and committee members.
Section 7.1. STANDING COMMITTEES. ARF BOD may see the need from time to time to establish committees for specific purposes as deemed appropriate to serve such needs and circumstances which may present themselves. Such committee members would be appointed by the ARF BOD in such manner and for such terms as may be deemed appropriate. Any member thereof may be removed by the ARF BOD by a majority vote whenever, in their judgment, the best interests of the ARF shall be best served by such removal.
Section 8.1. SPECIAL MEETINGS. Special meetings of the ARF BOD may be called by, or at the request of, the President or any two directors. The person or persons authorized to call special meetings or telephone conferences of the ARF BOD may fix any place, within or without the State of Colorado, as the place for holding any special meeting of the ARF BOD called by them.
Section 8.2. NOTICE. Written notice of any special meeting of directors shall be given by mail or facsimile to each director at least forty-eight (48) hours prior to the meeting to the business address or residence address of each director, or in the event such notice is given on a Saturday, Sunday, or holiday, to the residence address of each director. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objection to the transaction of any business because 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 ARF BOD need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these bylaws.
Section 8.3. QUORUM. A majority of directors shall constitute a quorum for the transaction of business at any meeting of the ARF BOD. If less than such number is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 8.4. PARTICIPATION BY ELECTRONIC MEANS. Any or all members of the ARF BOD or any committee designated by the ARF BOD may participate in a meeting of the ARF BOD or committee by means of telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.
Section 8.5. INFORMAL ACTION BY DIRECTORS. Any action required or permitted to be taken by the ARF BOD or by a committee thereof 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 of the directors or all of the committee members entitled to vote with respect to the subject matter thereof. Such formal action, which may take the form of circulation of materials and ballots either by mail, facsimile, or e-mail shall be utilized wherever practical in order to reduce meeting expenses. In case of the use of ballots submitted via facsimile or e-mail, handwritten or original signatures shall not be necessary so long as the Secretary is reasonably satisfied that the ballot has been actually sent by the director.
Section 8.6. PRESUMPTION OF ASSENT. An ARF Director who is present at a meeting of the ARF BOD at which action on any corporate matter is taken shall be presumed to have assented to the action unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her 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 ARF immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 9.1. CONTRACTS. The ARF BOD may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the ARF. Such authority may be general or confined to specific instances.
Section 9.2. LOANS. No loans shall be contracted on behalf of the ARF and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the ARF BOD. Such authority may be general or confined to specific instances.
Section 9.3. GIFTS. The ARF BOD may accept on behalf of the ARF any contribution, bequest, or device for the general purposes of, or for any special purpose of, the ARF.
Section 10.1. FISCAL YEAR. The fiscal year of the ARF shall end on the last day of December in each calendar year. A comprehensive year-end financial report and budget for the upcoming year shall be compiled by the ARF BOD and kept on file.
Section 10.2. BOOK S AND RECORDS. The ARF shall keep correct and complete books and up-to-date records of accounts and shall also keep minutes of the proceedings of the ARF BOD.
Section 10.3. CORPORATE CHECKING ACCOUNTS AND INVESTMENTS. At a minimum, the Treasurer shall maintain two corporate checking accounts on behalf of the ARF, including an Operating Account, into which the ARF may deposit money sufficient for the ARF's operating expenses, and a Trust Account, into which shall be deposited all research funds and gifts and donations intended by the donor solely for research purposes. At the recommendation of the Treasurer and by a majority vote of the ARF BOD, such money in the Trust Account that is not needed for the immediate funding of approved research projects shall be maintained in one or more prudent interest-be ari ng accounts or financial certificates, which shall also be considered trust fund accounts. Any money deposited into the Trust Fund, or so dedicated by any donor, shall be used only for the direct ch ari table purposes of the ARF and shall no be utilized for operating or other purposes.
Section 11.1. INDEMNIFICATION. The ARF shall indemnify and advance expenses to a director, officer employee, or agent of the ARF in connection with a proceeding to the fullest extent permitted by, and in accordance with, Sections 7-109-101 et seq. of the Colorado Business Corporation Act, as amended from time to time. The ARF BOD is authorized to obtain such insurance including Directors' Errors and Omissions coverage, liability insurance, or umbrella policies as the ARF BOD may approve by a majority vote.
Section 12.1. POLICIES AND PROCEDURES. The day-to-day business of the ARF shall be administered in accord with its Articles of Incorporation, these bylaws, and such policies and procedures as may be promulgated from time to time.
Section 12.2. AMENDMENT OF POLICIES AND PROCEDURES. The initial policies and procedures may be amended by a majority vote of the ARF BOD.
ARTICLE XIII. PARLIAMENTARY AUTHORITY
Section 13.1. PARLIAMENTARY PROCEDURE. The proceedings at all meetings of the ARF BOD shall be generally governed by Robert's Rules of Order unless otherwise specified by the Bylaws.
Section 14.1. AMENDMENTS OF ARTICLES OR BYLAWS. The ARF Articles of Incorporation or its Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by the ARF BOD. The ARF BOD shall approve or reject the proposed changes by majority vote.
Section 14.2. DECISION TO DISSOLVE. The dissolution of the ARF may be authorized by the unanimous vote of the ARF BOD.
Section 14.3. PAYMENT OF LIABILITIES AND DISTRIBUTION OF ASSETS. Upon dissolution, all liabilities of the ARF shall be paid, satisfied, and discharged or adequate provisions shall be made therefore, and then the remaining assets shall be liquidated and distributed in accord with the provisions of the Articles of Incorporation.