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ARTICLE XI <br />SUNDRY PROVISIONS <br />Section 1. Representatives on Other Boards. The Board of Directors may appoint members <br />or directors to sit on other boards as representatives of the Colorado Corn Growers <br />Association. <br />Section 2. Fiscal Year. The fiscal year of the association shall be February 1 st through <br />January 31st of the following year. <br />Section 3. Committees and Agents. The Board shall have the power to appoint committees <br />and agents and to engage counsel, auditors and others to assist in the conduct of the affairs <br />of the association; however, the responsibility of the Board shall not be delegated. These <br />committees and others shall have no power to act on matters concerning personnel, items <br />fiscal in nature, or determining policy. The Board of Directors may obtain an annual audit of <br />the association's financial statements and shall do so if required by a resolution adopted at a <br />membership meeting. <br />Section 4. Nonprofit Character of Association. The association is organized as a nonprofit <br />corporation under the laws of the State of Colorado and it is hereby declared that the <br />purposes of the association set forth in the Articles of Incorporation are not intended to <br />encompass engaging regularly in any trade or business for a profit, but rather to provide for <br />engaging in activities in a manner that the association shall be eligible for tax exempt status <br />under Section 501(c) (5) of the Internal Revenue Code of 1954 as it exists at the time of the <br />adoption of these Bylaws and as it may hereafter be amended. The objects of the association <br />shall be the betterment of the business conditions, the improvement of the grade of <br />products, and the development of a higher degree of business efficiency of those persons <br />engaged in the business of growing corn in the State of Colorado and elsewhere. The <br />association shall not regularly engage in any trade or business of a kind ordinarily engaged in <br />for a profit and shall not allow any of its net earnings to inure to the private benefit of any <br />member. Notwithstanding any other provision of these Bylaws which maybe contrary to <br />this sentence, this Section 4 may not be amended except in the same manner as provided for <br />amending the association's Articles of Incorporation. <br />Section 5. Indemnification. Each person, now or hereafter a director or officer of this <br />association, shall be indemnified by the association against all costs and expenses, including <br />counsel fees, reasonably incurred by or imposed upon him in connection with or resulting <br />from any action, suit or proceeding, or the settlement thereof prior to final adjudication, to <br />which he is or may be a party by reason of his being or having been a director or officer of <br />the association (whether or not a director or officer at the time such costs or expenses are <br />incurred by or imposed upon him) except in relation to matters as to which he is finally <br />adjudged in such action, suit or proceeding to have been derelict in the performance of his <br />duty as a director or officer. The right of indemnification herein provided shall not be <br />exclusive of other rights to which any such person maybe entitled as a matter of law. The <br />association may, but need not, procure insurance in connection with fulfilling its obligations <br />under this Section. <br />Page 7 of 8 Revised: January 26, 2004