Bylaws: Colorado Chapter of
National Association for Multicultural
ARTICLE I: NAME
name of this organization is the Colorado Chapter of the National
Association for Multicultural Education (CO-NAME).
ARTICLE II: PURPOSES OF THE
Consistent with the bylaws of NAME, the Organization has been
organized to operate exclusively for charitable, benevolent,
scientific, literary, cultural and educational purposes, including
but not limited to: advancing a philosophy of inclusion that
embraces the basic tenets of cultural pluralism; promoting cultural
and ethnic diversity as a national strength; fostering equity for
all regardless of race, ethnicity, color, national origin, ancestry,
gender, sexual orientation, religion, age, socioeconomic status,
marital status, language, disability, or immigration status;
promoting professional and social exchanges between persons with an
interest in multicultural education from all academic disciplines
and from diverse educational institutions and occupations; and
representing and addressing the needs of the multicultural education
community. In addition, the mission of CO-NAME is to promote and
support Education that is Multicultural as a means of achieving the
full academic potential of every learner in Colorado by 1) sharing
knowledge and resources; 2) fostering an appreciation for diversity;
and 3) advocating for educational equity. The Organization shall
have, in furtherance of the aforesaid purposes, all of the powers
conferred upon corporations organized pursuant to the provisions of
Colorado Nonprofit Corporation Law and the laws governing NAME.
ARTICLE III: MEMBERSHIP (Return
Section 1. Members of the Organization must 1) be a
member in good standing of NAME; and 2) live and/or work in the area
of Colorado and/or Wyoming.
Section 2. The dues year shall be a Member's
membership year. A member shall retain membership and be recognized
as a member in good standing if national dues are paid by the first
day of a Member's membership year.
Section 3. A person who is delinquent in national
membership dues is not qualified to exercise any right or privilege
of membership in the Organization.
ARTICLE IV: ANNUAL MEMBERSHIP
Section 1. The Organization will hold a conference and
membership meeting once annually at a time designated by the Board
of Directors. All conferences and membership meetings will be held
in the area of Colorado.
Section 2. Special meetings of the membership will be
called by the Chair in response to a written request of at least a
majority of Organization members or at least two-thirds of the Board
of Directors. In the case of a special meeting, the petitioning
members will state the business item(s) to be considered with
particularity. The Secretary will mail proper notice to the last
known address of each member of the Organization for receipt at
least thirty (30) days before the special meeting is to be held. The
notice will specify the time and place of the meeting and the
item(s) of business to be considered. No other business shall be
heard other than that originally specified by the petitioning
ARTICLE V: OFFICERS
Section 1. Officers. The Officers of the Organization
shall be a Chair, a Co-chair, a Secretary, a Treasurer, and a
Parliamentarian, and such officers as deemed advisable from time to
time by the Board of Directors.
Section 2. Eligibility. An Officer must be a member in
good standing of the Organization for at least one year.
Section 3. Election and Terms. The term of an Officer
is two years. Terms will be staggered to ensure there is not a full
turnover of Officers in any given year. The term of an Officer can
also expire by her or his resignation or removal in accordance with
these bylaws. Officers are not eligible to succeed themselves after
two consecutive terms in the same office.
Section 4. Vacancies. If the office of Chair becomes
vacant, the Co-chair will assume the duties of Chair for the
unexpired term. If the office of Co-chair becomes vacant, the Board
of Directors will elect one of its members for the unexpired term.
If any other office becomes vacant, the Board of Directors shall
elect an eligible member to fill the office for the unexpired term.
Service in an office for the unexpired term does not make the
officer ineligible for nomination or election to that office or any
other office for two full consecutive terms.
Section 5. All of the Officers of the Organization
will serve without compensation, but may be reimbursed for necessary
and appropriate expenses upon approval by the Board of Directors.
ARTICLE VI: DUTIES OF OFFICERS (Return
Section 1. Duties of the Chair. The Chair is the chief
operating officer of the Organization and presides at meetings of
the Board of Directors and the Membership. The Chair supervises the
affairs of the Organization in accordance with all policies and
directives approved by the Board of Directors. Unless otherwise
provided in these bylaws or by the Board of Directors, the Chair
will appoint the chairperson and members of each committee of the
Organization and may appoint special assistants or consultants as
she or he deems necessary and appropriate. Special assistants and
consultants will serve without compensation.
Section 2. Duties of the Co-chair. The co-chair
oversees the Training and Professional Development Committee. He or
she performs duties as the Board of Directors may assign and assumes
the duties of the Chair when the Chair is unable to perform his or
her duties or absent from meetings at which the Chair would
Section 3. Duties of the Secretary. The Secretary
keeps minutes and records of all meetings of the Organization, the
Board of Directors, and the Executive Committee of the Board of
Directors; keeps the roster of membership of the Organization;
receives and keeps as property of the Organization all documents,
addresses, and reports to and of the Organization; gives all notices
as required by these bylaws or by law; and generally performs all
duties customary to the Office of Secretary.
Section 4. Duties of the Treasurer. The Treasurer
receives and supervises the safekeeping and expenditure of the funds
and investments of the Organization; prepares and distributes budget
reports at appropriate meetings of the Board of Directors or
Members; supervises the procedures of receipt, collection,
recording, and safekeeping of all funds as well as the procedures
for disbursements in the books of the Organization; and deposits all
monies and other valuable effects in the name of the Organization in
such depositories selected by the Board of Directors. The Treasurer
shall make the financial books and records of the Organization
available for examination and audit by independent
Section 5. In addition to the duties and powers
provided in these bylaws, the Officers shall exercise such powers
and perform such duties as determined appropriate and necessary by
the Board of Directors.
ARTICLE VII: BOARD OF DIRECTORS (Return
Section 1. General Powers and Duties. The powers of
the Organization will be exercised by the Board of Directors. The
Board of Directors will control, formulate policy for, and
administer the affairs of the Organization during the periods
between annual and special meetings of the Members. The Board of
Directors may appoint and define the duties of chapter staff
members, each of whom will serve at the pleasure of the Board. The
Board will have the power to determine the registered representative
and registered office of the Organization. The Board of Directors
have, and may exercise, any and all powers provided in the Articles
of Incorporation and Colorado Nonprofit Corporation Law that are
necessary to carry out the purposes of the Organization.
Section 2. Composition of the Board of
The Board of Directors consists of at least seven (7)
Members. Each Member on the Board has one vote at meetings of
the Board of Directors at which they are present.
The Board of Directors is composed of:
The Chair, Co-chair, Secretary; and Treasurer
Chairs of Standing Committees;
Additional members as deemed necessary and appropriate
by the President or Board of Directors.
Section 3. Resignation A member of the Board of
Directors may resign at any time by providing written notice to the
Chair. Section 5. Removal
prior written notice and an opportunity to be heard before the Board
of Directors, a member of the Board can be removed by a
three-quarters (3/4) vote of the other members of the Board at a
special meeting called for that purpose. Failure to attend three (3)
consecutive meetings of the Board of Directors may constitute
automatic removal without notice. In addition, action against NAME
or the Organization or their respective missions or other behaviors
deemed detrimental to NAME or the Organization by the Board may be
grounds for removal.
ARTICLE VIII: MEETINGS OF THE BOARD OF
Section 1. Regular meetings of the Board of Directors
will be held no fewer than two (2) times each year.
Section 2. Written notice of all regular meetings
shall be sent to the Board of Directors at least ten (10) days prior
to the meeting date.
Section 3. Special meetings may be called at the
request of one-third (1/3) of the members of the Board or at the
request of the Chair upon notice of five (5) days. The notice must
state with particularity the item(s) of business to be considered at
the special meeting. No other business will be conducted at the
special meeting other than that specified in the notice.
Section 4. Notice of a meeting of the Board of
Directors will specify the date, time, and place of the meeting and
include a tentative agenda. Notice must be delivered personally to
each member of the Board or via postal or electronic
Section 5. The presence of fifty percent plus one (50%
+ 1) of the members of the Board will constitute a quorum for the
transaction of business.
Section 6. Except as otherwise provided by law, the
Articles of Incorporation or these bylaws, all matters before the
Board of Directors will be decided by a majority vote of the members
of the Board present at a meeting at which a quorum is
Section 7. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without
a meeting if the text of the resolution or matter agreed upon is
sent to all members of the Board and simple majority consent to such
action in writing or by electronic mail. Such consent shall have the
same force and effect as a vote of the Board of Directors at a
meeting and will be described as such in any document executed by
Section 8. Any member of the Board of Directors may
participate in a meeting of the Board or a Committee of the Board by
means of conference telephone or of communications by which all
participants in the meeting are able to hear one another, or by
proxy, and such participation will constitute presence in person at
Section 9. Minutes of the proceedings of the Board of
Directors and the Executive Committee will be open to inspection by
any member of the Organization.
Section 10. Members of the Organization may attend all
meetings of the Board of Directors and will have a voice, but not a
vote, when so attending.
ARTICLE IX: COMMITTEES OF THE BOARD (Return
Section 1. The standing committees of the Association
shall be as follows: A. Executive Committee B. Training and
Professional Development Committee C. Communications
Section 2. The Executive Committee consists of the
Officers of the Organization. The Chair is Chairperson of the
Executive Committee. The Executive Committee, under the policy
guidance of the Board of Directors, will act for the Board on any
matters requiring Board approval between meetings, except as
otherwise required by law or these bylaws. This action will be
reviewed by the Board at its next meeting. The Executive Committee
will keep regular minutes of its proceedings and will report the
same to the Board of Directors when required.
Section 3. The Training and Professional Development
Committee consists of not fewer than two (2) members of the
Organization, appointed by the Chair, with the approval of the Board
of Directors. The Chairperson of the committee will likewise be
appointed by the Chair with approval of the Board. The Committee is
responsible for creating and implementing any training and
professional development opportunities including the annual
conference and membership meeting.
Section 4. The Communications Committee consists of
not fewer than two (2) members of the Organization, appointed by the
Chair, with the approval of the Board of Directors. The Chairperson
of the committee will likewise be appointed by the Chair with
approval of the Board. The Committee is responsible for creating and
implementing any communication publications or methods.
Section 5. The Board of Directors may by resolution
create administrative and/or ad hoc committees such as Fundraising,
Bylaws, External Relations, or Communications. Chairpersons of
administrative committees will make regular reports of committee
activities to the Board when required. Chairpersons of
administrative committees may attend all meetings of the Board and
will have a voice, but unless otherwise eligible as a member of the
Board, will not vote when so attending.
ARTICLE X: ELECTIONS (Return
Section 1. The nomination of candidates for officers
and at-large members of the Board of Directors of the Organization
will be by application to the Executive Committee. Each application
may propose nominees for one or more offices. A brief one page
biographical résumé and statement prepared by or on the behalf the
nominee, indicating qualifications for office sought, including the
nominee's activities in multicultural education and regional
communities, must be submitted to the Executive
Section 2. The Executive Committee will nominate at
least one (1) member in good standing for each office or at-large
position up for a election. The Committee will make its nomination
report to the members of the Organization through mailed ballots
prior to the annual meeting and conference. Members may write in
candidates on the ballot.
Section 3. Individual members of the Organization may
cast (1) one vote for each office or at-large position up for
election by returning the ballot to the Chair of the organization or
another member of the Executive Committee as designated by the
Chair. Institutional members may cast two (2) votes.
Section 4. The results of the election of officers and
members of the Board of Directors will be announced to membership
not later than July 15 of each year.
Section 5. The Executive Committee will review and
announce annually the election schedule for the following year.
ARTICLE XI: CHAPTERHOOD (Return
Section 1. The
Organization is a member of Region VIII of NAME and as such is
represented on the national Board of Directors by the Region VIII
Director. Region VIII also includes the states of Utah, Montana,
Wyoming, North Dakota and South Dakota.
Section 2. The
Organization will: A. report on chapter activities to the Regional
Director and at meetings of the national Board of Directors; B.
report on the chapter's financial activities to the Regional
Director and at meetings of the national Board of Directors; and C.
conduct any and all activities appropriate to advance the principles
and objectives of NAME consistent with these bylaws.
Section 3. The Chair
will assist the Regional Director in carrying out her or his
responsibilities, coordinate submission of state chapter reports to
the Regional Director and the national Board of Directors, and
perform such other duties as may be assigned by the national Board
ARTICLE XII: OPERATIONAL PROVISIONS (Return
Section 1. All checks, drafts, or other orders for the
payment of money issues in the name of the Organization shall be
signed by the President or Treasurer. Expenditures greater than one
hundred (100) dollars necessitate Board or Executive Committee
approval. All such orders shall be reported to the Treasurer within
forty-eight (48) hours.
Section 2. All funds of the Organization not otherwise
employed shall be deposited in a timely manner to the credit of the
Organization in such banks, trust companies, and other depositories
as selected by the Board of Directors.
Section 3. The Board of Directors will approve and
adopt a budget for the Organization each year.
Section 4. The Organization will keep correct and
complete books and records of account and shall keep minutes of the
proceedings of the Board of Directors and of any committee having
the authority of the Board of Directors.
Section 5. The fiscal year of the Organization begins
with the first (1) day of July and ends on the thirtieth (30) day of
June each year.
Section 6. The Organization must provide an annual tax
report and file appropriate forms.
ARTICLE XIII: INDEMNIFICATION (Return
Upon approval of a majority of
disinterested members of the Board of Directors, Board Members and
Officers and former Board Members and Officers of the Organization
may be indemnified for the expenses of defending actions arising
against them by virtue of their being or having been such Director
or Officer, provided they are found not liable or, if found liable,
acted in good faith or without reasonable cause to believe her or
his conduct was unlawful.
ARTICLE XIV: AMENDMENTS TO THE BYLAWS
bylaws may be amended at any meeting of the Organization by a
two-thirds (2/3) vote of the members, provided that notice of the
proposed amendment or amendments are mailed to the membership at
least fourteen (14) days before the meeting.