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0 <br />. <br />• <br />BnAWs <br />OF <br />SOIITH PLATT$ LOW13R RIVER GROUP. INC <br />(A Nonprofit Corporation) <br />ARTICLB I <br />Name and Offices <br />l.l Name: The name of this corporation shall be South Platte Lower River <br />Group, Inc. The corporation is a nonprofit corporation organized under the laws <br />of the State of Colorado. <br />1.2 Office: The principal office of the corporation shall be located in <br />Sterling, Colorado as shall be determined by the Board of Directors and <br />registered with the Colorado Secretaxy of State from time to time. <br />ARTICLB II <br />Members <br />2.1(a) MembershiA: No memberships shall be established in the <br />corporation. The corporation shall have no capital stock. An Advisory <br />Committee of voluntary participants approved by the Board o� Directors will <br />assist in accomplishing the purposes of the South Platte Lower River Group, Inc. <br />Participants on the Advisoxy Committee should attend meetings regularly and have <br />a desire to be continually involved in planning and development activities. <br />(b) The Advisory Committee will operate by consensus of those <br />participants that have been regularly attending and participating in <br />discussions with decisions subject to approval by the Board of Directors. <br />2.2 Annual Meetincr: An Annual Meeting will be held in Sterling, Colorado <br />for the puxpose of informing the general public on the activities of the South <br />Platte Lower River Group, Inc. Written notice of the time and place of this <br />Annual Meeting will be published in the Sterling and Fort Morgan newspapers and <br />shall be mailed to the Board of Directors, Advisory Committee participants, and <br />other interested parties. <br />2.3 Recrular Meetinas: Regular meetings of the Advisory Committee may be <br />called at any time. The Board of Directors shall attend these Advisory <br />Committee meetings. Written notice of regular meetings shall be mailed to <br />Advisory Committee participants and the Board of Directors. <br />ARTICLfi III <br />Board of Directors <br />3.1 General Powers: The business and affairs of the corporation shall be <br />managed by its Board of Directors, except as otherwise provided in the Colorado <br />Nonprofit Corporation Act, the Articles of Incoxporation, or these Bylaws. <br />3.2 Number: The ntunber of voting directors shall be four (4) subject to <br />change as determined by the Board of Directors from time to time. Any action by <br />the Board of Directors to change the ntunber of directors shall be done by a <br />unanimous vote and constitute an amendment of these Bylaws. <br />3.3 Oualifications: Directors shall be at least eighteen years of age and <br />be residents of Colorado. The four directors and their alternates will be one <br />from each of the following organizations: <br />1 <br />