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Bylaws of Campaign Constitution

 

ARTICLE 1.  OBJECT.

1.1  Association.  Campaign Constitution (the “Association”) is a non-profit corporation organized under the Colorado Nonprofit Corporation Act.

1.2  Purpose.  The purpose of the corporation is to engage in the promotion of the common good and general welfare of the people of the United States by facilitating amendments to the U.S. Constitution designed to enhance the freedom of U.S. citizens and restrict the pernicious consequences of increasing unbridled power in the U.S. Congress.

 

ARTICLE 2.  OFFICES.

2.1  Registered Office and Agent.  The registered office and agent of the Association in Colorado shall be as designated in the Articles of Organization and thereafter by the Board of Directors (“Board”) from time to time.

2.2  Principal Office.  The principal office of the Association for conducting its affairs shall be as designated by the Board from time to time and may be within or without the State of Colorado.

 

ARTICLE 3.  MEMBERS.

3.1  Membership.  There shall be voting and nonvoting members. 

3.2  Voting Members.  Voting members shall be appointed by the Chairman.  Voting members shall be members of the Advisory Committee and their votes shall be restricted to matters considered by the Advisory Committee.  The Advisory Committee shall consider all matters presented to it by the Chairman and such other matters as may come before it.  The Advisory Committee shall take action by making recommendations to the Chairman who shall have all executive power of the Association.

3.3  Nonvoting Members.  Any person, corporation, partnership or other entity (collectively a “person”) may be a nonvoting member of the Association by making a contribution to the Association in an amount specified by the Board.  A nonvoting member shall be invited to all annual meetings of the Association and may participate therein subject to the discretion of the Chairman.

3.4  Voting.  All matters coming before any meeting of voting members shall be decided by a vote of the majority of the votes validly cast at such meeting, provided a quorum is present and decisions so made shall be binding on all voting members and the Association.  The vote upon any question shall be by ballot whenever requested by any person entitled to vote, but, unless such a request is made, voting may be conducted in any manner prescribed by the person presiding over such meeting.

3.5  Quorum.  The presence in person or by proxy of members having thirty percent (30%) or more of the total number of votes entitled to be case at any meeting shall constitute a quorum.

3.6  Notices to Members.  Any notice required or permitted to be given by the Association to any member may be transmitted to such members by first class mail, postage prepaid, e-mail or other electronic means.

3.7  Member Lists.  The Association shall continuously maintain a list of the names, addresses of its voting members.  No change in the identity of a member shall be effective until the Association receives notice of change in either a verified writing or in a writing signed by an attorney for the member as shown in the records of the Association specifying the specific changes involved and the effective date thereof.  It is the responsibility of each member to keep the Association informed of the member’s address and any actions or events which changes the member’s voting power.  The identity of members shall be exclusively determined by the list of the Association maintained as provided hereby. 

 

ARTICLE 4.  MEETINGS OF MEMBERS.

There shall be meetings of members upon the call of the Chairman or the call of ten percent (10%) of the voting members.

 

ARTICLE 5.  BOARD OF DIRECTORS.

5.1  Association Responsibilities.  The directors shall constitute the Association, which shall have management responsibility through the Board.

5.2  Number and Qualification.  The affairs of the Association shall be governed by one director who shall be called the Chairman or the President or Executive Director.  The director shall be a citizen of the United States and at least twenty-one (21) years old.  The number of directors may be increased or decreased by amendment to these Bylaws made by the Chairman. 

5.3  Powers and Duties.  The Board shall have the powers and duties necessary for the administration of the affairs of the Association.  The Board may do all such acts and things as are not prohibited by law, the Articles or these Bylaws.

5.4  Specific Powers and Duties.  The Board shall have all powers provided for by law, expressly or by implication, and shall exercise the same in furtherance of its purposes and duties including the following:

(a) To keep in good order and condition all records of the Association;

(b) To engage in activities which will actively foster, promote and advance the interests and purposes of the Association;

(c) To obtain and maintain, to the extent available, all policies of insurance required by sound management practices;

(d) To enter into contracts within the scope of the Association’s duties and powers under the Articles and do all other acts necessary, appropriate or advisable in carrying out any purpose of the Association, with or in association with any person, firm, association, corporation or other entity or agency, public or private;

(e) To establish bank accounts, either interest bearing or non-interest bearing, as may be deemed advisable by the Board;

(f)  To keep and maintain detailed, full and accurate books and records showing, in chronological order, all receipts, expenses and disbursements, with appropriate specificity and itemization;

(g)  To hold meetings of the Advisory Committee by telecommunication as permitted by C.R.S. §7-127-108 or otherwise.

(h)  In general, to carry on the administration of the Association, to do all things necessary or desirable to govern the Association and to take all action necessary to preserve the Association’s Section 501(c)(4) exemption.

5.5  Organization Meeting.  The first meeting of the Board shall be held at such place and time as the incorporator shall determine.

5.6  Effective Date of Sections 5.7-5.17.  When the Board has more than two (2) members, the provisions of Sections 5.7-5.17 shall take effect but not before.

5.7  Vacancies.  Vacancies on the Board shall be filled by the majority vote of the Advisory Committee.

5.8  Removal of Directors.  At any annual or special meeting of the voting members, any one or more of the directors, if there be more than one director, may be removed, with or without cause, by the vote of a majority of the voting members then entitled at such meeting to vote and a successor may then and there be elected to fill any vacancy thus created.

5.9  Resignations.  A director may resign at any time by mailing or delivering written notice of his or her resignation to the Board at the Association’s principal office or to the President of the Association.  Any such resignation shall take effect at the time specified therein, or if no time be specified, at the time of receipt thereof.

5.10 Regular Meetings.  Regular meetings of the Board may be held at such time and place as shall be determined.  Voting members shall receive notice of regular meetings at least seven (7) days prior to the day fixed for such meeting and shall be entitled to attend and participate in such meetings.

5.11 Special Meetings.  Special meetings of the Board may be called by the Chairman on two (2) days’ notice to each director, which notice shall set forth the time, place and purpose of the meeting.  Special meetings of the Board shall be called by the Chairman on receipt of a written request by at least 10 percent (10%) of voting members.

5.12 Notices.  All notices to a director required by this Article 5 shall be addressed to such director at his or her residence or usual place of business, if given by mail, but may also be given by telephone or by personal delivery.  No notice need be given of any adjourned meeting.

5.13 Waiver of Notice.  At or before the commencement of any meeting of the Board, any director may, in writing, waive notice of such meeting and such waiver shall be equivalent to the giving of such notice and attendance by a director at any meeting of the Board shall constitute a waiver of notice by him of the time and place thereof.  If all the directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.

5.14 Quorum.  At all meetings of the Board, a majority of the directors shall constitute a quorum for the transaction of business and the acts of the majority of the directors present at a meeting at which a quorum is present shall constitute the acts of the Board.  If at any meeting of the Board there is less than a quorum present, the majority of those present may adjourn the meeting from time to time for periods no longer than one week until a quorum is obtained.  At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice, so long as a quorum is present.  Following two adjournments without a quorum, the quorum shall change to one-third of the directors.

5.15 Action By Directors or Committee Without Meeting.  Any action required or permitted to be taken at a meeting of the directors or any committee thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors or members of such committee, as the case may be, entitled to vote with respect to the subject matter thereof.  Such consent shall have the same force and effect as a unanimous vote of the members of the Board or of such committee, as the case may be.  A consent shall be sufficient for this Section if it is executed in counterparts, in which event all of such counterparts, taken together, shall constitute one and the same consent.

5.16 Compensation.  The members of the Board shall serve without salary or other compensation, provided their out-of-pocket expenses, including travel, hotel, food and other per diem, may be reimbursed on terms established by the Board.

5.17 Conflict of Interest.  Any director whose personal or financial interests directly conflict with the financial interests of the corporation shall abstain from voting on any matter related to such conflict provided no transaction approved by the corporation in violation of this provision shall be void or voidable solely because of the conflict (1) if the material facts of the director’s relationship are disclosed or known to the directors at the time the transaction is approved even though disinterested directors are less than a quorum or (2) if the conflicting interest transaction is otherwise fair to the Corporation.  A director with a conflict of interest may be counted in determining the presence of a quorum for any meeting of the directors.

 

ARTICLE 6.  COMMITTEES.

6.1  Committees.  The Board may appoint committees, as it deems appropriate, to perform its duties and to exercise its powers provided each committee shall have a director as one of its members.

6.2  Executive Committee.  The Executive Committee shall consist of the officers of the Association.  The Chairman will chair the Executive Committee.  The Executive Committee will have full authority to act for the Board during the intervals between meetings of the Board when the Board shall consist of more than two (2) persons.  The presence of a majority of committee members shall be a quorum and the majority of them shall be required to authorize action either at a meeting or by telephone.

6.3  Advisory Committee.

(a) There is hereby established an Advisory Committee whose members shall be persons knowledgeable and interested in the Constitution of the United States and the government of the United States, who shall be appointed by the Chairman of the Association and whose admission shall be conditioned on signing a declaration in the form attached hereto titled “Advisory Member Declaration”.

(b) The Advisory Committee will have as its only power the right to make recommendations to the Chairman regarding amendments to the Constitution and management of the Association.

(c) The Advisory Committee shall have such other executive powers as the Chairman by written notice to the Advisory Committee shall delegate to it subject to the consent of the Advisory Committee.

(d) The Advisory Committee shall conduct its business in the manner of a board of directors of a nonprofit corporation established in the state of Colorado subject to the limitation on its power described above.

(e) The Chairman shall give great deference to the recommendations of the Advisory Committee and will not lightly disregard its recommendations.

(f)  The Advisory Committee has the power at a meeting of the Advisory Committee to remove the Chairman and appoint another in his place (i) upon his death or resignation or (ii) after January 1, 2015 for good cause established and upon thirty (30) days’ advance written notice to the Chairman of the grounds for removal including the time and place of such meeting.  If the Chairman dies or resigns or is removed, the Advisory Committee (i) shall promptly appoint another chairman who shall thereafter have such powers as the Advisory Committee shall decide and (ii) at its option, shall continue thereafter as a board of directors of a nonprofit corporation under Colorado law with all rights and powers and subject to all duties specified in the Colorado Nonprofit Corporation Act.

 

ARTICLE 7.  OFFICERS.

7.1  Designation.  The officers of the Association shall be a Chairman, a President, one or more Vice Presidents, a Secretary and a Treasurer, all of whom shall be elected by the Board.  The Board may also elect an Assistant Secretary, an Assistant Treasurer, or both.

7.2  Election of Officers.  The President shall be a director.  One person may hold concurrently more than one office, except the President shall serve only in that office.

7.3  Term of Office.  The officers of the Association shall be elected annually by the Board following the annual meeting.  Officers shall hold office for one year unless he or she shall sooner resign or shall be removed, or otherwise be disqualified to serve.

7.4  Removal of Officers.  Any officer or employee of the Association may be removed, either with or without cause, by the Chairman.

7.5  Resignation.  Any officer or agent of the Association may resign at any time by giving written notice thereof to the Board or to the President of the Association.  Any such resignation shall take effect at the time of receipt of such notice or at any later time specified therein and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.

7.6  Chairman.  The Chairman shall be the sole director and chief executive officer of the Association and shall preside at all meetings of the Board, the Executive Committee and the Advisory Committee.  The Chairman shall have all of the general powers and duties which are usually vested in the office of the president of a non-profit corporation, including, but not limited to, the power to appoint committees from among the voting members from time to time as may be deemed appropriate to assist in the conduct of the affairs of the Association or as may be established by the Board or by the Members at any regular or special meeting.

7.7  President.  The President shall also be the Chairman until the Board contains more than two (2) persons after which time the President shall have all of the powers and authority and perform all of the functions and duties of the Chairman, in the absence of the Chairman or upon the Chairman’s inability for any reason to exercise such powers and functions or perform such duties.

7.8  Vice-President.  The Vice President shall have all of the powers and authority and perform all of the functions and duties of the President, in the absence of the President or upon the President’s inability for any reason to exercise such powers and functions or perform such duties.

7.9  Secretary.       The Secretary shall keep the minutes of all meetings of the Board and the members; shall have charge of such books and papers such as the Board may direct; and shall in general perform all of the duties incident to the office of Secretary.  The Secretary shall compile and keep current at the principal office of the Association a complete list of voting members and the addresses of their residences as shown on the records of the Association.  Such list shall be open to inspection by members and other persons lawfully entitled to inspect the same during regular business hours.  Assistant Secretaries, if any, shall have the same duties and powers, subject to supervision by the Secretary.

7.10 Treasurer.  The Treasurer shall have responsibility for Association funds, shall keep the financial records and books of account of the Association and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in the name of and to the credit of the Association in such banks or depositories as may from time to time be designated by the Board.  Assistant Treasurers, if any, shall have the same duties and powers, subject to supervision by the Treasurer.

 

ARTICLE 8.  MISCELLANEOUS.

8.1  Fiscal Year.  Each fiscal year of the Association shall commence on January 1 and terminate on the following December 31st.  The Board shall have the right from time to time to select any other fiscal year it deems proper.

8.2  Waivers of Notice.  Whenever any notice is required to be given by law or under the provisions of the Articles or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether at or after the time such notice is required to be given, shall be deemed the equivalent of notice.

8.3  Amendments.  These Bylaws may be amended by the Board subject to limitations contained in the Association’s Articles of Incorporation.

8.4  Conveyances and Encumbrances.  Property of the Association may be purchased, conveyed or encumbered by authority of the Board.  Conveyances or encumbrances shall be by instrument executed by the Chairman and attested by the Secretary, the Treasurer or an Assistant Secretary or an Assistant Treasurer or executed by such other Person or Persons to whom such authority may be delegated by the Board in writing.

8.5  Indemnification.  The directors, officers, employees and agents of the Association shall be indemnified to the same extent and subject to the same procedures set forth in the indemnification provisions found in the Bylaws of The Colorado Association of Nonprofit Organizations as they presently exist or are hereafter amended which provisions are incorporated and adopted herein by reference.

The undersigned, Secretary of the Association, does hereby certify that the above and foregoing Bylaws were duly adopted by the Board as the Bylaws of the Association on the 18th day of December, 2011, and that they constitute the Bylaws of the Association.

 

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/s/John M. Cogswell, Secretary