Governances

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 to top)

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 MEETING (Return to top)

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 members.

ARTICLE V: OFFICERS (Return to top)

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 to top)

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 reside.

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 accountants.

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 to top)

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 Directors.

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

After 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 DIRECTORS (Return to top)

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 mail.

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 established.

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 the Organization.

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 the meeting.

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 to top)

Section 1. The standing committees of the Association shall be as follows: A. Executive Committee B. Training and Professional Development Committee C. Communications Committee

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 to top)

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 Committee.

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 to top)

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 of Directors.

ARTICLE XII: OPERATIONAL PROVISIONS (Return to top)

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 to top)

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

(Return to top)

These 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.

Colorado Chapter of

The National Association for Multicultural Education