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BY-LAWS OF THE BRIGHTON LEGACY FOUNDATION

ARTICLE I

MEMBERS
There are no member of the Brighton Legacy Foundation.

ARTICLE II
BOARD OF DIRECTORS

2.1 Authority of the Board of Directors. The Corporate powers shall be exercised by or under the authority of, and the business and affairs of the Foundation shall be managed under the direction of, a Board of Directors.

2.2 Number. The number of voting Directors shall be at least five (5) and not more than fifteen (15). Within that range the number of Directors shall be as stated by a resolution adopted by the Board of Directors from time to time, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. One (1) or no more than two (2) youth members of the Youth Commission may serve.

2.3 Initial Board of Directors. The Initial Board of Directors were as follows:
Wilma Rose Initial two year term ended April 2008
Robert Feis Initial two year term ended April 2008
Gina Hebert Initial two year term ended April 2008
David Leon Initial two year term ended April 2008
Chuck Phelps Initial two year term ended April 2008

2.4 Qualifications. Directors shall be at least eighteen (18) years of age with the exception of the youth representatives from the Youth Commission. Directors must be either a resident of the City of Brighton or whose place of regular employment is in the City of Brighton and who exhibit an interest in the enhancement of the quality of life in the City of Brighton.

2.5 Liaison- City of Brighton. A voting member of the Board of Directors shall be appointed by the Brighton City Council to serve as the Board liaison with the City. The City liaison will serve for two years from the date of appointment by the City Council.

2.6 Election. The election of officers for the Foundation shall be by the Board of Directors at the annual meeting of the Board.

A. The regular meeting shall be held in the principal office of the Foundation at such regular time established by the Board of Directors.
B. The annual meeting of the Foundation shall be held no later than March 1 of each year.
C. Notice of the time and place of such meeting shall be communicated to each member and/or published at least thirty (30) days before the meeting.

2.7 Term. From and after the initial Board of Directors, the terms of the Directors shall be for two years. The Directors shall serve the two year term from the date of the Director’s election. The Board of Directors may increase or decrease the number of Directors as provided in 2.2 above, provided that the change in number of Directors shall provide for staggered terms of service.

2.8 Resignation. A Director may resign at any time by giving written notice of his/her resignation to the Chair of the Board of Directors or to the Secretary. The resignation shall be effective when it is received by the Chair or Secretary unless the notice of resignation specifies a later effective date. Acceptance of such resignation shall not be necessary to make it effective unless the notice so provides.

2.9 Removal. Any Director may be removed by the Board of Directors with or without cause at a meeting called for that purpose. The notice of the meeting shall state that the purpose or one of the purposes of the meeting is removal of the Director. A Director may be removed only by a two-thirds (2/3) vote of the Board of Directors.

2.10 Vacancies.
A. If a vacancy occurs on the Board of Directors including a vacancy resulting from an increase in the number of Directors:
1. The Board of Directors may fill the vacancy at the next regular meeting or at a special meeting called for that purpose; or
2. If the Directors remaining in office constitute fewer than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all the Directors remaining in office.
B. A vacancy will be declared if a Director misses three consecutive meetings.
C. A Director selected to fill a vacancy on the Board resulting from the removal or resignation of a Director shall serve the remainder of the term of the Director vacating the Board. A Director selected to fill a vacancy on the Board resulting from an increase in the number of Directors shall serve for the period of time established by the Board of Directors when it increased the number of Directors.
D. A vacancy that will occur at a specific later date, by reason of a resignation that will become effective at a later date may be filled before the vacancy occurs, but the new Director may not take office until the vacancy occurs.

2.11 Meetings.
A. The Board of Directors may hold regular or special meetings, provided that the Board shall hold at least four (4) regular meetings during the calendar year.
B. The regular meetings shall be held at the principal office of the Foundation at such regular time established by the Board of Directors. The annual meeting of the Foundation shall be held no later than March 1 of each year. The Board of Directors may, by resolution, establish other dates, times, and places for additional regular meetings, which may thereafter be held without further notice.
C. Special meetings may be called by the Chair or by any two Directors and shall be held at the principal office of the Foundation unless another place is consented to by two-thirds (2/3) of the Directors.

2.12 Notice of Special Meeting(s). Notice of a special meeting shall be given to every Director at least twenty-four (24) hours before the time of the meeting, stating date, time, and place of the meeting. Notice may be given orally to the Director, personally, by telephone or by other wire or wireless communication. Notice may also be given in writing by facsimile, electronic mail, postal service mail, or private carrier. Notice shall be effective at the earliest of the time it is received: five (5) days after it is deposited in the United States mail, properly addressed to the last address for the Director shown on the records of the Foundation, first class postage prepaid; or the date shown on the return receipt if mailed by registered or certified mail, return receipt requested, postage prepaid, in the United States mail and if the return receipt is signed by the Director to whom the notice is addressed.

2.13 Quorum. A majority of the number of Directors fixed in accordance with these By-Laws or subsequent action of the Board shall constitute a quorum for the transaction of business at all meetings of the Board of Directors. The act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise specifically required by law or these By-Laws.

2.14 Waiver of Notice.
A. A Director may waive any notice of a meeting before or after the time and date of the meeting stated in the notice. The waiver shall be in writing and shall be signed by the Director. Such waiver shall be delivered to the Secretary for filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver.
B. A Director’s attendance at or participation in a meeting waives any required notice to him/her of the meeting unless, at the beginning of the meeting or promptly upon his/her later arrival, the Director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting.

2.15 Attendance by Telephone. One or more Directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.

2.16 Deemed Assent to Action. A Director who is present at a meeting of the Board of Directors when corporate action is taken shall be deemed to have assented to all action taken at the meeting unless
A. The Director objects at the beginning of the meeting, or promptly upon his/her arrival, to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting;
B. The Director contemporaneously requests that his/her dissent or abstention as to any specific action taken be entered in the minutes of the meeting; or
C. The Director causes written notice of his/her dissent or abstention as to any specific action to be received by the presiding officer of the meeting before adjournment of the meeting or by the Secretary (or, if the Director is the Secretary, by another Director) promptly after adjournment of the meeting.
The right of dissent or abstention as to a specific action is not available to a Director who votes in favor of the action taken.

2.17 Action by Directors with a Meeting. Action taken by a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise provided in these By-Laws, the Articles of Incorporation or the laws of the State of Colorado.

2.18 Action by Directors without a Meeting. Any action required or permitted by law to be taken at a Board of Directors’ meeting may be taken without a meeting if two-thirds (2/3) of all members of the Board consent to such action in writing. Action shall be deemed to have been so taken by the Board at the time the last Director signs a writing describing the action taken, unless, before such time, any Director has revoked his/her consent by a writing signed by the Director and received by the Secretary or any other person authorized by the By-Laws or the Board of Directors to receive such revocation. Such action shall be effective at the time and date it is so taken unless the Directors establish a different effective time or date. Such action has the same effect as action taken at a meeting of Directors and may be described as such in any document.

2.19 Compensation. Directors shall not receive any stated salary or compensation for their services as Directors. Provided, however, that Directors may be reimbursed for direct expenses incurred in the completion of their duties as specified by the Board.

2.20 Employees. The Board of Directors shall have the authority to employ such employees to carry on the business of the Foundation as it may from time to time determine to be necessary.

ARTICLE III
COMMITTEES OF THE BOARD OF DIRECTORS

3.1 Committees of the Board of Directors.
A. The Board of Directors may create one or more committees of the Board and appoint one or more members of the Board of Directors to serve on them. The creation of a committee and appointment of members to it shall require the approval of a majority of all the Directors in office when the action is taken. All committees shall be given an explicit charge and shall serve at the pleasure of the Board.
B. The Board of Directors or the Chair may establish advisory committees, which may include persons who are not Directors, to advise the Board on issues affecting the Foundation. Such committees shall act only in an advisory capacity; they shall not have any of the authority, powers, or duties of the Board. The Board may provide by resolution such procedures for the operation of such advisory committees as the Board deems necessary and appropriate. All such committees shall be given an explicit charge and shall serve at the pleasure of the Board or the Chair.
C. The provisions of these By-Laws governing meetings, action without meeting, notice, waiver of notice, and quorum and voting requirements of the Board of Directors apply to committees and their members as well.

ARTICLE IV
OFFICERS

4.1 General. The Foundation shall have as officers a Chair, Vice-Chair, Secretary, and Treasurer who shall be elected by the Board of Directors. Officers shall be voting Directors. The Board of Directors may appoint additional officers of the Board as it deems necessary. The officers shall be elected at the annual meeting of the Board. The officers of the Foundation shall hold their offices for such terms and shall exercise such authority and perform such duties as shall be determined from time to time by these By-Laws and/or the Board of Directors. Any two or more offices may be held by the same person.

4.2 Term. Unless provided otherwise by the Board of Directors, the term of each officer shall be for one year from the time of appointment unless the officer resigns or is removed by the Board.

4.3 Removal and Resignation. Any officer elected by the Board of Directors may be removed at any time by the Board of Directors. Any officer may resign at any time by giving written notice of resignation to the Chair, to the Secretary, or to another Director. Acceptance of such resignation shall not be necessary to make it effective, unless the notice so provides.

4.4 Chair. The Chair shall, subject to the direction and supervision of the Board, be the Chief Executive Officer of the Foundation and preside at all meetings of the Board. The Chair shall have general active management of the Foundation and shall see that all orders and resolutions of the Board are carried into effect. The Chair shall represent or appoint a person to represent the Foundation and the Board at any meeting at which such representation is requested. The Chair shall have such additional authority, powers, and duties as are appropriate and customary for the office of Chair and/or Chief Executive Officer and as the Board may prescribe from time to time. The Chair may sign and execute with the Secretary or Treasurer in the name of the Foundation contracts, documents, or other instruments authorized by the Board, except in cases where the signing and execution thereof has been expressly delegated by the Board or by these By-Laws to some other officer or agent of the Foundation. The Chair shall be an ex-officio member of all committees. When the chair’s term is complete, he/she will assume the position of Past Chair and will be a member of the Executive Committee.

4.5 Vice Chair. Upon the death, absence, incapacity, or disability of the Chair, the Vice Chair shall have the authority, powers, and duties of the Chair. In addition, the Vice Chair shall have such authority, powers, and duties as are prescribed by the Board or Chair. The Vice Chair shall succeed the Chair at the following annual meeting or at the end of the previous Chair’s terms.

4.6 Secretary. The Secretary shall give or cause to be given, notice of meetings of the Board of Directors required by these By-Laws, keep the minutes of all meetings of the Board of Directors, handle correspondence, be responsible for the maintenance of all corporate records and files, and the preparation and filing of reports to governmental agencies (other than tax returns), and have other authority, powers, duties as are appropriate and customary for the office of Secretary or as the Board or the Chair may prescribe from time to time. The Secretary shall be the custodian of the Articles of Incorporation and shall keep and take to each meeting an up-to-date copy of the By-Laws. The Secretary shall keep at the registered office or principal place of business, the official record containing the names and addresses of all Directors. In the event of the vacancy in both the office of the Chair and Vice Chair or during their absence or inability to act for some reason, the powers and duties of the office of the Chair shall be exercised by the Secretary. The Secretary shall be responsible for publishing an annual report no later than December 31 of each year. The Annual Report shall include at least a financial statement, list of Board members and affiliates, and a list of accomplishments for the prior year.

4.7 Treasurer. The Treasurer shall
A. have control of the funds and assets of the Foundation and shall be responsible for the preparation and filing of tax returns.
B. receive all moneys paid to the Foundation.
C. subject to any limits imposed by the Board or the Chair, have authority to give receipts and vouchers, to sign and endorse checks and warrants in the Foundation’s name and on the Foundation’s behalf, and give full discharge for the same.
D. have charge of disbursement of the funds of the Foundation. The Board may at its discretion authorize additional officers or employees if any to disburse funds and may limit that authority as it sees fit.
E. keep full and accurate records of the receipts and disbursements.
F. deposit all moneys and other valuable effects in the name of and to the credit of the Foundation in such depositories as shall be designated by the Board.
G. provide a report on the financial condition of the Foundation whenever requested by he Board.
H. cause an audit to be performed by an independent certified public accountant designated by the Board. Such audit shall be suitable for use in soliciting grant awards.
I. have additional authority, powers, and duties as are appropriate and customary for the office of Treasurer and as the Board of Chair may prescribe from time to time.

4.8 Compensation. Officers shall receive compensation for their services as may be authorized by the Board of Directors. Election or appointment of an officer shall not of itself create a contractual right to compensation for services performed as such officer.

ARTICLE V
INDEMNIFICATION

5.1. Definitions. As used in this article:
A. “Director” means an individual who is or was a Director of the Foundation or an individual who, while a Director of the Foundation, is or was serving at the Foundation’s request as a director, officer, partner, trustee, employee, fiduciary, or agent of another domestic or foreign Foundation or other person. “Director” includes, unless the context requires otherwise, the estate or personal representative of a Director.
B. “Expenses” includes counsel fees.
C. “Liability” means the obligation incurred with respect to a proceeding to pay a judgment, settlement, penalty, fine, or reasonable expenses.
D. “Official capacity” means, when used with respect to a Director, the office of Director of the Foundation, and when used with respect to a person other than a Director as contemplated herein, the office in the Foundation held by the officer or the employment, fiduciary or agency relationship undertaken by the employee, fiduciary, or agent on behalf of the Foundation. “Official capacity” does not include service for any other domestic or foreign Foundation or other person.
E. “Party” includes a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding.
F. “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.

5.2 Authority to Indemnify Directors.
A. Except as may be specifically provided herein, the Foundation may indemnify a person made a party to a proceeding because the person is or was a Director, against liability incurred in the proceeding if
1. The person conducted him/herself in good faith; and
2. The person reasonably believed
a. In the case of conduct in an official capacity with the Foundation, that his/her conduct was in the Foundation’s best interests; and
b. In all other cases, that his/her conduct was at least not opposed to the Foundation’s best interests; and
3. In the case of any criminal proceedings, the person had no reasonable cause to believe his/her conduct was unlawful.
B. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contentre or its equivalent is not, of itself, determinative that the Director did not meet the standard of conduct described in this Article.
C. The Foundation may not indemnify a Director under this Section
1. In connection with a proceeding by or in the right of the Foundation in which the Director was adjudged liable to the Foundation; or
2. In connection with any other proceeding charging that the Director derived an improper personal benefit, whether or not involving action in an official capacity, in which proceeding the Director was adjudged liable on the basis that he/she derived an improper personal benefit.
D. Indemnification permitted under this Article V in connection with a proceeding by or in the right of the Foundation is limited to reasonable expenses incurred in connection with the proceeding.

5.3 Mandatory Indemnification of Directors. The Foundation shall indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a Director, against reasonable expenses incurred by him/her in connection with the proceeding.

5.4 Advance of Expenses to Directors.
A. The Foundation may pay for or reimburse the reasonable expenses incurred by a Director who is a party to a proceeding in advance of final disposition of the proceeding if
1. The Director furnishes to the Foundation a written affirmation of the Director’s good faith belief that he/she has met the standard of conduct described herein.
2. The Director furnishes to the Foundation a written undertaking executed personally or on the Director’s behalf to repay the advance if it is ultimately determined that he/she did not meet the standard of conduct; and
3. A determination is made that the facts then known to those making the determination would not preclude indemnification under the article.
B. The undertaking required above shall be an unlimited general obligation of the Director but need not be secured and may be accepted without reference to financial ability to make repayment.
C. Determination and authorizations of payments under this Section 5.4 shall be made in the manner specified in Section 5.6 below.

5.5 Court-Ordered Indemnification of Directors. A Director who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification in the following manner:
A. If it determines that the Director is entitled to mandatory indemnification, the court shall order indemnification in which case the court shall also order the Foundation to pay the Director’s reasonable expenses incurred to obtain court-ordered indemnification.
B. If it determines that the Director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the Director met the standard of conduct set forth herein, the court may order such indemnification as the court deems proper except that the indemnification with respect to any proceeding in which liability shall have been adjudged in the circumstances and is limited to reasonable expenses incurred in connection with the proceeding and reasonable expenses incurred to obtain court-ordered indemnification.

5.6 Determination and Authorization of Indemnification of Directors.
A. The Foundation may not indemnify a Director unless authorized in the specific case after a determination has been made that the indemnification of the Director is permissible in the circumstances because the Director has met the standard of conduct set forth in Section 5.2. The Foundation shall not advance expenses to a Director unless authorized in the specific case after the written affirmation and undertaking required by Section 5.4 are received and the determination required has been made.
B. The determination required shall be made by the Board of Directors by a majority vote of those present at the meeting at which a quorum is present, and only those Directors not parties to the proceedings shall be counted in satisfying the quorum.
C. Authorization of indemnification and advance of expenses shall be made in the same manner as the determination that indemnification or advance of expenses is permissible.

5.7 Indemnification of Officers, Employees, Fiduciaries, and Agents.
A. An officer is entitled to mandatory indemnification and is entitled to apply for court-ordered indemnification, in each case to the same extent as a Director;
B. The Foundation may indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a Director to a greater extent than is provided by these By-Laws, if not inconsistent with public policy and if provided for by general or specific action of its Board of Directors or by contract.

5.8 Insurance. The Foundation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the Foundation, or who while a direction, officer, employee, fiduciary or agent of the Foundation is or was serving at the request of the Foundation as a directory, officer, employee, fiduciary, or agent of another domestic of foreign Foundation against liability asserted against or incurred by the person in that capacity or arising from his/her status as a director, officer, employee, fiduciary, or agent, whether or not the Foundation would have power to indemnify the person against the same liability under Sections 5.2, 5.3, or

5.7. Any such insurance may be procured from any insurance company designated by the Board of Directors.

ARTICLE VI
CONFLICT OF INTEREST POLICY

6.1 No Director may vote on or participate in a conflicting interest transaction as more fully set forth in C.R.S. ‘7-128-501, as the same may be amended from time to time.

ARTICLE VII
DISSOLUTION

7.1 Dissolution. In the event of the Dissolution of the Foundation, the Board shall, after paying or making provision for the payment of all of the liabilities of the Foundation, dispose of all of the assets of the Foundation to specified municipal programs in such manner, or to such organization or to such organization or organizations organized and operated exclusively for charitable, educational, religious , or scientific purposes as such at the time qualify as an exempt organization or organizations under the Internal Revenue Code as the Board shall determine. Such assets not so disposed of shall be disposed of by the Court having jurisdiction in the county in which the principal office of the Foundation is then located, exclusively for the purposes such organization(s), as said Court shall determine which are organized and operated exclusively for such purposes.

ARTICLE VII
MISCELLANEOUS

8.1 Fiscal Year. The fiscal year of the Foundation shall begin on January 1 and end on December 31 of each year.

8.2 Corporate Seal. The Board of Directors may adopt a seal, circular in form, and bearing the name of the Foundation and the words “SEAL” and “COLORADO,” which when adopted, shall constitute the seal of the Foundation. The seal may be used by causing it or a facsimile of it to be impressed, affixed, manually reproduced, or rubber stamped with indelible ink.

8.3 Amendments. The Board may make, amend, or repeal the By-Laws of the Foundation at any duly convened meeting of the Board, provided that Board members receive thirty (30) days prior written notice of the proposed change(s). Any such amendment shall be adopted by a two-thirds (2/3) affirmative vote of the Board.

8.4 Operating Procedures. The Board may adopt such Operating Procedures as it deems necessary to govern the day-to-day operations of the Foundation. The Board shall have the power to make, amend, and repeal the Operating Procedures of the Foundation at any duly convened meeting of the Board by a simple majority vote. The By-Laws of the Foundation shall prevail in the event of any disagreement between the By-Laws and the Operating Procedures.

8.5 Parliamentary Procedures. The rules contained in the current edition of Robert’s Rules of Order, newly revised, shall govern the Foundation in all cases to which they are applicable and in which they are not in disagreement which these By-Laws or with special rules which the Foundation may adopt.