Bylaws

Last updated: December 30, 2022

FOCO FLAVA


A Nonprofit Corporation Formed Under the Laws of the State of Colorado



ARTICLE I

ORGANIZATION

Section 1.1. Purpose. The Corporation has been organized exclusively for charitable, educational and benevolent purposes under Section 501 (c)(3) of the Internal Revenue Code, or any corresponding section of any future federal tax code.

Section 1.2. Business Office. The principal business office of the Corporation will initially be located in the State of Colorado but may have various locations, both within and without the State of Colorado, as designated by the Board of Directors.

Section 1.3. Registered Office. The Corporation will continuously maintain a registered office in the State of Colorado, and a registered agent whose office is identical with that registered office, as required by the nonprofit laws of the State of Colorado. The registered office does not need to be identical with the principal business office. The registered agent and the address of the registered office may be changed by the Corporation, as long as the proper filings are made with the Secretary of State of Colorado.

Section 1.4 Maintenance of Corporate Records. The Corporation shall keep at its principal office the following: (1) Minutes of all meetings of Directors; committees of the Board and if this Corporation has members, of all meetings of members. (2) Correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses. (3) A copy of the Corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the Directors and the members, if any, of the Corporation at all reasonable times during office hours.

ARTICLE II

MEMBERS

Section 2.1. Membership. The Corporation shall not have members. All authority shall be vested in a perpetual Board of Directors as set forth in Article III below.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1. General Powers. The activities and assets of the Corporation shall be managed by the Board of Directors which shall exercise all the powers of the Corporation. Unless required by the Articles of Incorporation, it is not necessary that the Directors be residents of the State of Colorado or of the United States but will be at least 18 years old. 

Section 3.2. Initial Directors: Number, Appointment and Term. The initial Board of Directors shall be appointed by the incorporators. They shall consist of no fewer than three (3) persons as required by law. The initial Board of Directors shall serve a term of 2 years, and be eligible for re-election to 2 terms thereafter, for a total of 6 years. 

Section 3.3. Ongoing Directors: Number, Election and Term. The number of Directors to serve on the Board of Directors may be amended at any time by a duly adopted resolution of the Board of Directors. However, the number shall not be less than the minimum number required by law (3). All Directors elected after the initial Board shall serve 2-year terms and shall be eligible for re-election to 2 terms thereafter, for a total of 6 years, by the Board of Directors. Each Director shall serve until their successors have been elected and qualified. The terms of Directors may be staggered, as determined by the Board of Directors. 

Section 3.4 Ex-officio Directors. Unless the Board determines otherwise, the Executive Director of the Corporation shall serve on the Board in an ex-officio capacity, and is excluded from voting, to prevent a conflict of interest. The term of the Executive Director is limited to their term of employment. 

Section 3.5 Vacancies. When a seat becomes vacant on the Board, or for newly created Directorships resulting from any increase in the number of Directors, the current Board of Directors shall fill it by majority vote of the Directors then in office. However, a Director shall abstain from voting upon his or her own nomination for re-election to the Board. 

Section 3.6. Resignation of Directors. Any Director of the Corporation may resign at any time by giving written notice of such resignation to the Chair of the Board. 


Section 3.7. Removal of Directors. The Board of Directors may remove a fellow Board member with an affirmative vote of 66% or more of all the Directors, (66% of all Directors, not 66% of those Directors in attendance at the meeting). Reasons for removal include engaging in fraudulent, unethical, or illegal acts, deficient performance, and other actions that are deemed inappropriate for a position on the Board. 


Section 3.8 Compensation of Directors. Directors may receive such compensation and be reimbursed for expenses of attendance at any meeting of the Board. Additionally, a Board Director may receive compensation from the Corporation for work on behalf of the operations of the Corporation, as long as it does not violate the Conflict of Interest policy detailed in Article VIII.

ARTICLE IV

BOARD OFFICERS


Section 4.1. Officers. The Officers of the Board shall be a Chair, Vice Chair, Treasurer, and Secretary. The Board of Directors may elect other Board Officers with titles and duties as it determines are appropriate. Any two or more offices may be held by the same person, except for the Chair and Secretary. The office of Vice Chair need not be filled unless the filling of the office is determined by the Board of Directors to be appropriate and/or necessary. 

The compensation of the Board Officers of the Corporation, if any, shall be fixed from time to time by the Board of Directors. Additionally, a Board Director may receive compensation from the Corporation for work on behalf of the operations of the Corporation, as long as it does not violate the Conflict of Interest Policy detailed in Article VIII.

Section 4.2. Election and Term. All Board Officers, unless sooner removed, shall hold their respective offices until their successors have been duly elected and qualified. All Board Officers shall serve 2-year terms and shall be eligible for re-election to two terms thereafter, for a total of 6 years. The terms of Directors may be staggered, as determined by the Board of Directors. Past Chairs are barred from serving on the Board as Chair, Vice Chair, Treasurer or Secretary for a period of two (2) years following their service as Chair.

Section 4.3. Removal. The Board of Directors may remove an Officer with an affirmative majority vote of its Directors (a majority of all Directors, not the majority of those Directors in attendance at the meeting). Reasons for removal include engaging in fraudulent, unethical, or illegal acts, deficient performance, and other actions that are deemed inappropriate for a position on the Board.


Section 4.4. Chair of the Board

  • General: Ensures the effective action of the Board in governing and supporting the organization and oversees Board affairs. Interacts very closely with the Executive Director of the organization and may function as the representative of the Board to the staff.

  • Community: Speaks to the media and the community on behalf of the organization; represents the agency in the community.

  • Meetings: Develops agendas for meetings with the Secretary with input from the Executive Director. Presides at Board meetings.

  • Committees: Seeks volunteers for committees and coordinates individual Board member assignments. Makes sure each committee has a Chairperson and stays in touch with Chairpersons to be sure that their work is completed; identifies committee recommendations that should be presented to the full Board. Determines whether executive committee meetings are necessary and convenes the committee accordingly.

  • Executive Director Oversight: Acts as manager/overseer for the work of the Executive Director. Oversees the evaluation of the Executive Director and negotiation of the compensation and benefits package. Oversees the search and selection committee for hiring a Executive Director (usually acts as Chair).

  • Board Affairs: Ensures that Board matters are managed properly, including preparation of pre-meeting materials, committee functioning, and recruitment and orientation of new Board members.

  • Fiscal Responsibilities: May sign mortgages, bonds, contracts, or other instruments that the Board of Directors has authorized to be executed, except in cases where the signing and execution shall be expressly delegated by the Board of Directors, or by these Bylaws, to some other Officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed.

Section 4.5. Vice Chairs. The Vice Chairs, if any, in the order of their seniority, will perform the duties and exercise the powers of the Chair in the absence or disability of the Chair. May be given special duties to perform to assist the Chair. The Vice Chair may be made the Chair-elect to prepare for when the Chair terms out or steps down.

Section 4.6. Secretary and Assistant Secretaries. 

  • Operates as the custodian of the Corporation’s records. Produces meeting agendas and meeting minutes.

  • Ensures that the Board's agenda is moving forward. Ensures the organizational records are maintained according to law and are available upon request by authorized Board members or executive management.

  • Pays attention to sensitive deadlines and other dates important to the Board.

  • Is familiar with legal documents (articles, Bylaws, IRS letters, etc.) to note applicability during meetings. Knows the Bylaws well and can answer questions about Board process and procedure. 

Section 4.7. Treasurer and Assistant Treasurers. 

  • General: Manages the Board’s financial responsibilities. Will be responsible for all funds and securities of the Corporation. May work directly with the bookkeeper or other staff in developing and implementing financial procedures and systems. 

  • Reports: Ensures that appropriate financial reports are made available to the Board. Regularly reports to the Board on key financial events, trends, concerns, and assessment of fiscal health.

  • Finance Committee: Chairs the Finance Committee and prepares agendas for meetings, including a year-long calendar of issues. Works with the Executive Director and the finance staff in developing the annual budget. 

  • Auditor: Recommends to the Board whether the organization should have a financial audit or review. If so, selects and meets annually with the CPA/auditor in conjunction with the Finance and/or Audit Committees.

  • Cash Management and Investments: Ensures, through the Finance Committee, sound management and maximization of cash and investments.

If required by the Board of Directors, at the expense of the Corporation, the Treasurer shall give the Corporation a surety bond in an amount satisfactory to the Board for the faithful performance of the duties of this office and for the restoration to the Corporation if needed. 

With the approval of the Board of Directors, the Treasurer shall be authorized to engage any firm of Certified Public Accountants, or other appropriate financial professionals, to assist in the performance of any of the duties of the Office of Treasurer.

ARTICLE V

MEETINGS

Section 5.1. Meeting Quorum. A majority of the Board of Directors will constitute a quorum for the legal transaction of business. 

Section 5.2. Regular Meetings. Regular meetings of the Board of Directors shall be held within or without the State of Colorado, and on days and times determined by the Board of Directors. Meetings shall be conducted quarterly, if possible, but annually at a minimum. Rules of procedure for the conduct of such meetings shall be adopted by resolution of the Board of Directors. 

Section 5.3 Special Meetings. Special meetings of the Board may be held at any time and place, within or without the State of Colorado, upon the call of the Chair of the Board, or the Secretary of the Corporation. 

Section 5.4. Notice of Meetings. Notice of each meeting whether annual, regular, or special, shall be given to each Director. Notice will be given not less than three (3) days before the meeting either by personal delivery, electronically, by mail, by fax, or by telephone. The notice of all meetings shall state the location, date and time and the purpose of the meeting. However, any Director may waive notice of any meeting in writing.

Section 5.5. Meetings via Telephone or Video Conference. Directors may appear at a meeting of the Board by means of telephone, video conference or similar communication system, as long as all persons participating in the meeting can hear each other. Participation in a meeting in this manner shall be considered presence in person at the meeting and be noted in the meeting minutes. A Director appearing at Board meeting via telephone or video conference will also be allowed to vote by this medium. 

Section 5.6. Action by Consent. A consent agenda may be used to deal, with routine, non-controversial meeting items in a single motion and a single vote, in order to save the Board time during meetings. Board members are allowed to request the movement of a specific item on a consent agenda to the regular meeting agenda for further discussion.

Section 5.7. Informal Action by Directors. Any action commonly taken at a meeting of Directors may be taken without a meeting if: each and every Director in writing either (a) votes for such action; or (b) (I) votes against such action or abstains from voting; and (II) waives the right to demand that action not be taken without a meeting. Action is taken only if a quorum is reached and the affirmative vote for the action equals or exceeds the minimum number of votes that would be necessary to take such action at a regular meeting. The writing or writings are filed with the minutes of proceedings of the Board of Directors.

ARTICLE VI

COMMITTEES

Section 6.1. Committees. The Board of Directors may create one or more committees and appoint members of the Board of Directors or other individuals outside of the Board to serve on them. Each committee shall have two or more members, who serve at the pleasure of the Board of Directors. A committee must be chaired by a member of the Board. Creation of a committee, and appointment of members to it, will be approved by a majority of all the Directors in office when the action is taken. The Board will determine how much authority each committee will have. No such committee shall have the power or authority to authorize distributions; elect, appoint, or remove any Director; amend, restate, alter, or repeal the Articles of Incorporation; amend, alter, or repeal these or any other Bylaws of the Corporation; or take any other action prohibited by law.

Section 6.2. Executive Committee. The Board of Directors may designate two (2) or more of its members. to serve as an Executive Committee and delegate to such committee any of the powers and authority of the Board in the management of the business and affairs of the Corporation. This will include the Chair, Vice Chair, Secretary, Treasurer, Incoming Chair, Past Chair, and the Executive Director who is non-voting. The Executive Committee will not delegate essential powers away from the full Board so should not: amend Bylaws; elect or remove Board members; hire or fire the chief executive; approve or change the budget; or make major structural decisions (add or eliminate programs, approve mergers, or dissolve the Corporation).

By a majority vote of its members then in office, the Board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the Board. The committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require. 

Section 6.3. Advisory Board.  The Board of Directors may establish an advisory Board and appoint members of the Board of Directors or other individuals to serve as advisors to the Board of Directors. The Advisory Board shall have two or more members, who serve at the pleasure of the Board of Directors. Appointment of members to it shall be approved by a majority of all the Directors in office when the action is taken. The Advisory Board shall have no authority to act on behalf of the Corporation except to the extent that such authority is expressly granted to it by these Bylaws or by resolution of the Board of Directors. The Board of Directors shall establish by resolution the specific role for which the Advisory Board has been created.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

Section 7.1. Indemnification of Directors and Officers. To the extent permitted by the laws of the State of Colorado, including future amendments of those laws, the Corporation shall indemnify and hold harmless each Director and Officer of the Corporation against any and all claims, liabilities, and expenses (including attorneys' fees, judgments, fines, and amounts paid in settlement). This includes those incurred from any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative. This includes those situations resulting from either taking an action or omitting to take an action in connection with any such position. 

However, the foregoing shall not apply to: a) any breach of such person's duty of loyalty to the Corporation; b) any act or omission by such person not in good faith or which involves intentional misconduct or where such person had reasonable cause to believe his conduct was unlawful; or c) any transaction from which such person derived any improper personal benefit.

Section 7.2. Determination of Entitlement of Directors and Officers to Indemnification. The decision concerning whether a Director or Officer seeking indemnification has satisfied the provisions of Section 5.1 shall be made by (i) the Board of Directors by a majority vote of a quorum consisting of Directors who are not parties to the action, suit, or proceeding giving rise to the claim for indemnity ("Disinterested Directors”), whether or not such a majority constitutes a quorum (ii) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by independent legal counsel in a written opinion.

Section 7.3. Indemnification of Employees and Agents. The Board of Directors may, in its complete discretion, indemnify and hold harmless employees and agents of the Corporation, and persons who formerly held such positions, against any or all claims and liabilities (including reasonable legal fees and other expenses incurred in connection with such claims or liabilities). This includes those situations resulting from either taking an action or omitting to take an action in connection with any such position.

Section 7.4. Insurance for Corporate Agents. The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation (including a Director, Officer, employee, or other agent of the Corporation). This would protect against any liability incurred as a result of operating in good faith on behalf of the organization, but not for violating provisions of the law related to self-dealing. 

ARTICLE VIII

CONFLICT OF INTEREST

This Conflict of Interest policy pertains to any Officer, Director, Committee Member, or Employee of FOCO FLAVA or immediate family member of same, that may have any direct or indirect interest in, or relationship with, any individual or organization which proposes to enter into a transaction with FOCO FLAVA. This includes, but is not limited to, transactions involving:

  • The sale, purchase, lease or rental of any property or other asset

  • Employment, or rendering of services, personal or otherwise

  • The award of any grant, contract, or subcontract

  • The investment or deposit of any funds of the organization

  • Other activities from which one might derive a personal or business benefit


Such persons must give the Board of Directors notice of this conflict of interest at the beginning of the discussion. They will refrain from discussing or voting on the particular transaction in which he or she has an interest, or otherwise attempt to exert any influence on FOCO FLAVA, its Board of Directors, or its committees, to affect its decision whether to participate in such transactions. The minutes of the meeting shall reflect that a disclosure was made, along with the abstention from discussion and voting on a particular transaction.

This policy shall be called to the attention of the Board of Directors, each committee, and each employee of FOCO FLAVA. A copy of this statement shall be signed by each Officer, Director, Committee Member, and Employee of FOCO FLAVA when joining the organization and reaffirmed annually. These statements shall be filed accordingly for any future reference.


ARTICLE IX

MISCELLANEOUS

Section 9.1. Amendment of Bylaws. The Bylaws may be amended by a majority vote of the Board of Directors present in person at the annual meeting, at a special meeting called for that purpose, or by written consent.

Section 9.2. Fiscal year of the Corporation. Unless the Board of Directors select another date through a resolution, the fiscal year of the Corporation shall begin on the first day of January of each year and end on the 31st day of December.

Section 9.3. Financial Accountability. The Board of Directors shall order the annual review of the Corporation’s financial records and preparation of the 990-tax return by a qualified, independent tax preparer. The tax return and annual financial statements shall be made available to the Board no later than 150 days after the close of the fiscal year.


Section 9.4. Prohibition Against Sharing Corporate Profits and Assets. No member, Director, Officer, employee, or other person connected with this Corporation, or any private individual, will receive any of the net earnings or financial profit from the operations of the Corporation. However, this provision will not prevent payment or reasonable compensation for services performed for the Corporation in executing any of its purposes, provided that such compensation is otherwise permitted by these Bylaws.

Section 9.5. Disposition of Assets Upon Dissolution. Upon dissolution of the Corporation, the Board of Directors shall direct all assets to be transferred to a 501(c)(3) tax-exempt charity that will use the assets for a charitable purpose. The Board of Directors may make this allocation at any time prior to dissolution.

Section 9.6. Nondiscrimination Statement. The Corporation does not discriminate against individuals or groups based on age, political affiliation, race, national origin, gender, class, disability, sexual orientation, gender expression or religious belief.