BYLAWS OF THE COLORADO HEMP INDUSTRIES ASSOCIATION
a Colorado nonprofit corporation
ARTICLE I. PURPOSE AND OBJECTIVES
Article 1.1. Organization.
The Colorado Hemp Industries Association (“COHIA”), a Colorado non-profit corporation, is organized as a business league or trade association, within the meaning of Article 501(c) (6) of the United States Internal Revenue Code (“Internal Revenue Code”).
Article 1.2. Objectives and Nature of Business.
The COHIA is a member-driven chapter in the State of Colorado of the Hemp Industries Association (HIA). The HIA represents the interests of the hemp industry and encourages research and development of new products made from industrial hemp. It seeks to educate the public about the exceptional attributes of industrial hemp and facilitates the exchange of information among growers, researchers, processors, manufacturers, distributors and retailers of industrial hemp plants and products. The HIA aims to maintain and defend the integrity of industrial hemp products and advocates and supports socially responsible and environmentally sound business practices.
Article 1.3. Purpose of Bylaws.
These Bylaws are adopted for the regulation and management of the affairs of the COHIA.
Article 1.4. Controlling Laws and Documents.
These Bylaws are controlled by and subject to the Colorado Revised Nonprofit Corporation Act, the Articles of Incorporation of the COHIA, and any other applicable Colorado or federal law.
Article 1.5. Principal Business Office and Registered Agent.
The COHIA shall record with the Colorado Secretary of State its principal business office and identify its registered agent. It shall comply with all other reporting, registration and filings as may be required by Colorado and federal law. It may establish such other offices, either within or outside Colorado, as the board of directors (“Board”) may deem necessary and proper to conduct the business of the COHIA.
ARTICLE II. MEMBERS
2.1 Qualifications for Membership.
Any Person (a) that is either an individual member or an owner, officer or employee of a corporate member of the national Hemp Industries Association; and (b)who resides, works, or maintains a principal place of business in the State of Colorado qualifies to become a Member of COHIA.
2.2. Voting Rights
A member of COHIA that is either an individual or corporate member of the national Hemp Industries Association has one vote. A Member of COHIA that is an owner, officer or employee of a corporate member of the national Hemp Industries Association does not have a vote, but may vote on behalf of the corporation.
2.2. Admission to Membership.
Any Person qualified to be a Member of COHIA may be admitted to membership in COHIA, subject to such rules for membership as the Board might approve.
2.3. Termination of Membership.
The Board reserves the right to terminate the membership of any Member not acting in the best interests of COHIA.
2.4. Meetings and Voting.
2.4.1. A general meeting of the Members shall be held at least one time a year, or as often as the Board might otherwise establish. The date, time and location of the meetings shall be established by the Board. The Board may from time to time hold special meetings of the Members as it deems necessary and proper to conduct the business of the COHIA.
2.4.2. Written notice of all general and special meetings shall be provided to every Member by the Board no less than ten (10) business days in advance.
2.4.3. A majority of the Members shall constitute a quorum. No business of the COHIA may be transacted and no action may be taken by the Members without a quorum.
2.4.4. A Member that is either a corporate entity or an unincorporated association may designate one or more individuals employed by or otherwise associated with the Member to attend meetings and otherwise to act on its behalf.
2.4.5. A Member may be deemed to be present at a meeting, for purposes of quorum and voting, if the Member has provided a signed proxy to another Member who is present at the meeting. The proxy shall authorize the designated Member to vote on behalf of the Member who gave the proxy.
2.4.6. Members may meet and vote by telephone or video conference, as determined by the Board. Any action taken during such a meeting shall have the same effect as if the meeting took place in person. The provisions of sub-Articles 2.4.2. through 2.4.5. shall apply.
2.4.7. An action required or permitted to be taken at a meeting of the Members may be taken without a meeting by voting by written ballot, which may be submitted electronically. The provisions of sub-Articles 2.4.2. through 2.4.5. shall apply. Waiver of notice shall be recorded in the minutes, or by resolution or recorded in the vote.
2.4.8. The Board may adopt such rules of order for the conduct of meetings that it deems necessary and proper.
2.4.9. Unless the Board decides to proceed otherwise, actions will be taken by the Members by majority vote.
ARTICLE III. BOARD OF DIRECTORS
Article 3.1. Powers of the Board.
All powers of the COHIA shall be exercised by or under the authority of, and the business and affairs of the COHIA shall be managed by, the Board. Subject to the provisions of these Bylaws, the Colorado Revised NonProfit Corporation Act, and such other limitations as may be imposed by law, the Board may exercise the following powers without specific authorization:
3.1.1. Adopt and amend the Articles of Incorporation and Bylaws.
3.1.2. Adopt and amend such other rules and regulations as the Board may deem necessary and proper for the governance and operation of the COHIA.
3.1.3. Adopt and amend budgets for the COHIA, approve and undertake expenditures, and take such other measures as may be deemed necessary and proper to promote its financial operations.
3.1.4. Hire, supervise and remove the Executive Director of the COHIA (“Executive Director”) and other employees, agents and independent contractors, in furtherance of the business of the COHIA.
3.1.5. Make contracts and incur liabilities on behalf of the COHIA.
3.1.6. Institute, defend, or intervene in litigation or administrative proceedings in the name of the COHIA.
3.1.7. Accept gifts and acquire revenues in the name of the COHIA.
3.1.8. Acquire, lease, hold, encumber, assign and convey any right, title, or interest in real or personal property, in the name of the COHIA. The Board shall have the power to execute and deliver instruments of assignment, conveyance and encumbrance. The sale, exchange, lease or other disposition of property and other assets of the COHIA shall be authorized in a manner consistent with Colorado and federal law.
3.1.9. Maintain, repair, replace, modify or otherwise dispose of real and personal property held in the name of the COHIA.
3.1.10. Procure insurance for the benefit of the COHIA, the Officers and Directors, the Executive Director, the Executive Staff and others.
3.1.11. Provide for the indemnification and defense of the Officers and Directors, the Executive Director, the Executive Staff and others.
3.1.12. Exercise any other power and perform any other activity necessary and proper for the governance and operation of the COHIA.
Article 3.2. Directors.
3.2.1. The Board of the COHIA shall consist of not less than three (3) nor more than fifteen (15) Directors. To seek representation of a broad array of interests, COHIA shall undertake reasonable efforts to ensure that the Board includes at least one Director from each of several geographically diverse areas within the State of Colorado.
3.2.2. Each Director must be a natural person over the age of 18 years.
3.2.3. Directors shall serve for terms of three years, or as otherwise established by the Board. The Board may stagger the terms of the Directors to help ensure continuity of leadership.
3.2.4. Any Member or Director or the Executive Director may nominate a qualified person to become a Director. Directors shall be elected by the Members. Unless the Board provides otherwise, Directors shall begin serving immediately upon their election. There is no limit to the number of consecutive or non-consecutive terms that a Director may serve.
3.2.5. The Board may remove a Director or deem a Director incapacitated and unable to serve the remainder of his or her term. A Director may be deemed incapacitated either by failing without reasonable excuse to attend two consecutive meetings of the Board, or for other reasons as may be determined by the Board. Such decisions shall require three-quarters of the Directors voting.
3.2.6. Vacancies caused by the resignation, death, removal or incapacity of a Director may be filled by an interim election of the Members or a vacancy appointment by the Board. A Director elected or appointed to fill a vacancy shall serve the remainder of the term of the Director so replaced.
Article 3.3. Meetings and Voting.
3.3.1. Scheduled meetings of the Board of the COHIA shall occur four times a year, or as often as the Board might otherwise establish. The date, time and location of the meetings shall be established by the Board. The Board may from time to time hold special meetings as it deems necessary and proper to conduct the business of the COHIA.
3.3.2. The Executive Director may attend all meetings of the Board. If the Executive Director is unable to attend a meeting, he or she may designate another person to attend in his or her place. The substitute attendee would have no vote in accordance with sub-Article 2.3.10.
3.3.3. Notice of a meeting shall be provided by the Secretary to the Directors at least seven days before it is to be held. Notice shall be made in writing and may be delivered in person or by U.S. Mail, facsimile or electronic mail. A Director may waive notice by appearing at the meeting and giving an oral or written statement to that effect, which waiver shall be recorded in the minutes, or by resolution or recorded in the vote.
3.3.4. A majority of the Directors shall constitute a quorum. In no circumstance may a quorum consist of less than three Directors. No business of the COHIA may be transacted and no action may be taken by the Board without a quorum.
3.3.5. A Director may be deemed to be present at a meeting, for purposes of quorum and voting, if the Director has provided a signed proxy to another Director who is present at the meeting. The proxy shall authorize the designated Director to vote on behalf of the Director who gave the proxy.
3.3.6. Directors may meet electronically. Any action taken during such a meeting shall have the same effect as if the meeting took place in person. The provisions of sub-Articles 3.3.2. through 3.3.5. apply.
3.3.7. An action required or permitted to be taken at a meeting of the Board may be taken without a meeting by voting by written ballot. The provisions of sub-Articles 3.3.2. through 3.3.5. apply. Waiver of notice shall be recorded in the minutes, or by resolution or recorded in the vote.
3.3.8. The Board may adopt such rules of order for the conduct of meetings that it deems necessary and proper.
3.3.9. Each Director shall have one vote.
3.3.10. Unless the Board decides to proceed otherwise, actions will be taken by majority vote. For any action requiring a simple majority vote of the Board, in the event of a tie, the Executive Director may cast the deciding vote. The Executive Director may not vote by proxy.
Article 3.4. Compensation.
Directors may receive compensation for service on the Board, as approved by the Members.
ARTICLE IV. OFFICERS
Article 3.4.1. Designation and Qualifications.
4.1.1. The Officers of the COHIA shall consist of the President, Vice President, Secretary and Treasurer.
4.1.2. Officers must be Directors of the Board. A Director may hold more than one office simultaneously, except that no single Director may hold all of the offices of the COHIA. An Officer that vacates a seat on the Board also vacates the office.
4.1.3. The Board shall fill a vacancy for the office of President by election by the Board. Any Director may call for an election of the President, at any time and for any reason. Unless the Board provides otherwise, a person assumes the office of President immediately upon being elected.
4.1.4. The Board shall elect and remove the President, Vice-President, Treasurer and Secretary, or deem any one of them incapacitated to serve.
4.1.5. There is no fixed term for an office. An Officer may continue to serve until the office is vacated by resignation, death, or a determination of incapacity or removal by the President.
Article 4.2. Authority and Duty of Officers.
4.2.1. The President is the chief executive officer of the COHIA and shall preside as Chair at all meetings of the Board, unless he or she designates another Director or the Executive Director to act as Chair. The President shall appoint the Chair or co-Chairs of any Committee established by the Board. The President shall oversee the work of the Executive Director and shall have overall responsibility to manage the affairs of the COHIA.
4.2.2. The Vice-President shall assist the President and perform such duties as may be assigned to him or her by the President or by the Board. The Vice-President shall, at the request of the President, or in the President’s absence or inability or refusal to act, perform the duties of the President. When so acting, the Vice-President shall have all the powers of and be subject to all the restrictions imposed on the President.
4.2.3. The Treasurer is the chief financial officer of the COHIA and shall receive all revenues, gifts and other property of the COHIA and shall maintain all accounts. The Treasurer is primarily responsible for disbursing funds as authorized by the Board. The Treasurer may cause the books of the COHIA to be reviewed annually by a certified public accountant approved by the Board, and shall prepare or cause to be prepared such periodic financial statements and reports, including tax filings, as may be necessary and proper or required by Colorado and federal law.
4.2.4. The Secretary shall provide notice of meetings and record and keep minutes of meetings. The Secretary shall be the custodian of records for all COHIA documents, including without limitation the Articles of Incorporation, annual reports to the Colorado Secretary of State, the Bylaws and such amendments to the Bylaws as may be adopted, resolutions of the Board, contracts, deeds, leases, financial records, reports, and such other documents as the COHIA may from time to time create or receive.
Article 4.3. Executive Committee.
4.3.1. The Officers and the Executive Director shall constitute the Executive Committee of the COHIA.
4.3.2. The Executive Committee shall have the power and authority to conduct the operations of the COHIA and to act on behalf of the Board between meetings.
Article 4.4. Executive Director.
4.4.1. The Board shall hire and fix compensation, if any, for the Executive Director, who shall serve as the chief operating officer of the COHIA.
4.4.2. The Executive Director shall supervise and manage the Executive Staff and oversee the day-to-day operations of the COHIA, subject to the terms and conditions of his or her contract for employment as approved by the Board.
4.4.3. The Board may override the decisions of or remove the Executive Director at any time for any reason, unless otherwise provided in the contract of employment.
Article 4.5. Executive Staff.
4.5.1. The Board or the Executive Director may hire such staff as they deem necessary and proper to manage the affairs of the COHIA. The Executive Director and the staff shall comprise the Executive Staff.
4.5.2. The Executive Director, in consultation with the Board, shall fix the compensation for paid members of the Executive Staff.
ARTICLE V. COMMITTEES
Article 5.1. Establishment of Committees.
The Board, by majority vote, may establish or dissolve such Committees as it deems necessary and proper for the governance and operation of the COHIA.
Article 5.2. Governance of Committees.
Each Committee may establish its own rules and procedures as it deems necessary and proper for its governance and operation.
Article 5.3. Authority.
To the extent and in the manner authorized and delegated by the Board, each Committee may act in the name of the COHIA.
ARTICLE VI. LIMITED LIABILITY
Article 6.1. Standard of Conduct.
6.1.1. Each Director, Officer and the Executive Director shall discharge his or her duties in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner that he or she reasonably believes is in the best interests of the COHIA.
6.1.2. No Director, Officer or Executive Director shall take any action that he or she reasonably believes would be adverse to the interests of the COHIA.
6.1.3. An Officer, Director or the Executive Director that discharges his or her duties in good faith is not liable to the COHIA.
Article 6.2. Reliance on Information.
6.2.1. In discharging their duties, an Officer, Director or the Executive Director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data prepared or presented by officers or employees of the COHIA whom he or she reasonably believes to be reliable and competent in the matters presented.
6.2.2. The following are presumed to be reliable sources of information:
- One or more Officers, Directors or employees of the COHIA whom the Officer, Director or the Executive Director reasonably believes to be reliable and competent in the matters presented;
- Legal counsel, an accountant, an appraiser, or another person as to matters the Officer, Director or the Executive Director reasonably believes are within such person’s professional or expert competence; or
- A Committee, if the Officer, Director or the Executive Director reasonably believes the Committee merits confidence.
6.2.3. An Officer, Director or the Executive Director is not acting in good faith if he or she acts in reliance upon the advice of others with actual knowledge that makes reliance unwarranted.
ARTICLE VII. CONFLICTS OF INTEREST
Article 7.1. Purpose.
The purpose of the conflict of interest policy of the COHIA is to protect the interests of the COHIA when it is contemplating entering into a transaction that might benefit the personal interests of an Officer, Director or the Executive Director, or might result in an excess benefit transaction. This policy is intended to supplement but does not replace any applicable Colorado or federal law governing conflict of interest applicable to nonprofit and charitable organizations.
Article 7.2. Statement.
Each Officer, Director and the Executive Director, upon assuming office, shall sign a statement affirming the following:
7.2.1. That he or she has received a copy of the Conflicts of Interest policy;
7.2.2. That he or she has read and understood the Conflicts of Interest policy;
7.2.3. That he or she agrees to comply with the policy; and
7.2.4. That he or she understands that the COHIA was organized as a non-profit corporation for charitable, educational and scientific purposes, and that to maintain its federal tax exemption, it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.
Article 7.3. Definitions.
7.3.1. “Interested Person” means an Officer, Director, the Executive Director, or a member of a Committee with powers delegated to it by the Board, who has a direct or indirect financial interest as defined below.
7.3.2. “Financial Interest” means either of the following:
- An actual or potential ownership or investment interest, or any compensation arrangement, with an entity with which the COHIA engages in a commercial transaction or business arrangement of any kind; or
- An actual or potential compensation arrangement between the Interested Person and the COHIA for goods provided or services performed. Compensation may include any direct or indirect remuneration, including gifts.
7.3.3. The mere existence of a Financial Interest by an Interested Person is not a per se Conflict of Interest. The Board must still determine, on a case by case basis, whether a Conflict of Interest exists in light of all the attendant circumstances.
Article 7.4. Procedures.
7.4.1. Duty to Disclose. An Interested Person owes a continuing duty to disclose to the Board the existence of any actual or potential Conflict of Interest, and to cooperate with the Board in considering the relevant facts and circumstances of the transaction or relationship in question.
7.4.2. Determination. The Board shall consider the facts presented by the Interested Person, along with such other facts as the Board may discover through its own investigation, and determine whether a Conflict of Interest exists. Any other Officer or Director who might be an Interested Person with a Financial Interest in the matter in question shall recuse himself or herself from the proceedings.
7.4.3. Ruling. If the Board determines that a Conflict of Interest exists, then it may take any of the following actions:
- Waive the Conflict of Interest and allow the transaction or relationship in question to stand;
- Disallow the transaction or relationship in question;
- Remove the Interested Person from the Board or from employment by the COHIA;
- Take such other and further action as the Board deems necessary and proper under the circumstances.
7.4.4. Rules of Procedure. The Board may adopt rules of procedure for determining the existence of a Conflict of Interest and issuing a Ruling.
Article 7.5. Record of Proceedings.
7.5.1. The Board shall prepare a written record of proceedings involving an actual or potential Conflict of Interest.
7.5.2. The record shall contain the names of all Interested Persons and Financial Interests involved, the names of all Directors that participated in the Determination and Ruling, the substance of the facts presented and considered, and the Determination and Ruling.
Article 7.6. Periodic Review.
To ensure that the COHIA operates in a manner consistent with its purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The reviews will address the following:
7.6.1. Whether compensation arrangements are reasonable, based on competent information about market conditions, and are the result of arms-length transactions.
7.6.2. Whether the relationships that the COHIA enters into with individual persons and other organizations conform to the COHIA’s written policies and procedures, are properly recorded, are commercially reasonable, further the purposes of the COHIA as a tax-exempt trade association and do not confer any impermissible private benefit or result in an excess benefit.
ARTICLE VIII. INDEMNIFICATION AND INSURANCE
Article 8.1. Indemnity.
To the fullest extent allowed by law, the COHIA shall defend, indemnify and hold harmless any Officer, Director, or the Executive Director, against any claim, liability or expense arising out of or in any way relating to the business of the COHIA.
Article 8.2. Limitations on Indemnity.
The COHIA reserves the right to decline to indemnify for any of the following acts of malfeasance:
8.2.1. Any breach of fiduciary duty to the COHIA.
8.2.2. Acts or omissions not undertaken in good faith; or that involve intentional misconduct, a knowing violation of the law, or reckless disregard of a likely violation of the law.
8.2.3. A transaction involving the COHIA and in which an Officer, Director or the Executive Director has an actual or potential Conflict of Interest, as described in Article VII, unless the Board waives the conflict.
8.2.4. Willful and wanton acts, as set forth in Sections 13-21-115.7(b)(2) and 13-21-116(2)(b) of the Colorado Revised Statutes.
Article 8.3. Employees, Agents and Volunteers.
The Board may extend the indemnity obligations set forth in this Article VII to any employee or agent of the COHIA, or to any other person acting for or in the name of the COHIA.
Article 8.4. Insurance.
The Board shall endeavor in good faith to procure such liability insurance as might be commercially and reasonably available, in furtherance of its indemnity obligations under this Article VIII.
ARTICLE IX. RECORDS OF THE COHIA
Article 9.1. Records Maintained by the COHIA.
The COHIA shall keep as permanent records minutes of all meetings of the Board, actions taken without a meeting, the Articles of Incorporation, annual reports to the Colorado Secretary of State, the Bylaws and such amendments to the Bylaws as may be adopted, resolutions of the Board, contracts, deeds, leases, financial records, reports, and such other documents as the COHIA may from time to time adopt, create or receive. Records may be maintained either in hard copy or in any suitable electronic format, and may be kept at any physical location selected by the Board.
Article 9.2. Inspection of Records.
Directors may access, inspect and copy the records of the COHIA at any time during normal business hours.
Article 9.3. Records Retention.
The Board may adopt such records retention policy as it deems necessary and proper, subject to the Bylaws and applicable Colorado and federal law.
ARTICLE X. DISSOLUTION
Article 10.1. Dissolving or Reorganizing.
The Board may cease the activities of and dissolve the COHIA and wind up its affairs. The Board may reincorporate or reorganize the COHIA, as provided by Colorado law.
Article 10.2. Disposition of Assets.
The Board shall, after paying or adequately providing for the payment of all obligations and liabilities of the COHIA, dispose of the assets of the COHIA in a manner consistent with the laws of Colorado and the Internal Revenue Code. Any assets not so handled shall be disposed of by a court of competent jurisdiction, exclusively for tax-exempt purposes, or to such other organizations established and operated for tax-exempt purposes, as the court deems necessary and proper.
Article 10.3. Disbursement of Assets to Officers or Directors.
No Officer, Director or Executive Director of the COHIA, nor any other person, shall be paid any distribution of corporate assets, except for tax-exempt purposes.
ARTICLE XI. MISCELLANEOUS PROVISIONS
Article 11.1. Fiscal Year.
Unless provided otherwise by the Board, the fiscal year for the COHIA shall be the calendar year.
Article 11.2. Severability
In the event any one or more of the provisions of these Bylaws shall be found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
COLORADO HEMP INDUSTRIES ASSOCIATION
Adopted by the Board of Directors on _____________, 2017.