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BYLAWS <br /> OF <br /> SOUTH PLATTE LOWER RIVER GROUP, INC. <br /> (A Nonprofit Corporation) <br /> ARTICLE I <br /> Name and Offices <br /> 1.1 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 Secretary of State from time to time. <br /> ARTICLE II <br /> Members <br /> 2.1 (a) Membership: 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 of Directors will <br /> assist in accomplishing the purposes of the South Platte Lower River Group, Inc. <br /> Participants on the Advisory 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 Meeting: An Annual Meeting will be held in Sterling, Colorado <br /> for the purpose 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 Regular Meetings: 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 /> ARTICLE 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 Incorporation, or these Bylaws. <br /> 3.2 Number: The number 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 number of directors shall be done by a <br /> unanimous vote and constitute an amendment of these Bylaws. <br /> 3.3 Qualifications: 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 />