ARTICLE I – OFFICES

           The principal office of the WESTERN COLORADO GARDENING FOUNDATION (which is hereinafter referred to as the “Corporation”) shall be located in the City of Grand Junction, State of Colorado.  The Corporation may also maintain offices at such other places as the Board of Directors may, from time to time, determine.

ARTICLE II – PURPOSE

Section 1 – Purpose.  The Corporation is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law) (which is hereinafter referred to as the “IRC) and, more specifically, to receive and administer funds for such charitable and educational purposes, all for the public welfare, and for no other purposes.  Included in the charitable and educational purposes for which the Corporation is organized, as qualified and limited by the balance of this Article II, below, but not by way of further limitation and as a statement of general intent, is the following:

To promote funding for public and not for profit horticultural projects, including but not exclusive to, the promotion of water resource conservation, to foster the successful and environmentally sound gardening practices that protect and beautify our environment in Western Colorado.

Section 2 – No Private Inurement.  No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its members, directors, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of the purposes set forth in this Article II.

Section 3 – No Lobbying.  No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence any legislation, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

Section 4 – Dissolution.  Upon the dissolution of the Corporation, after paying or making provisions for the payment of all liabilities of the Corporation, all of the remaining assets of the Corporation shall be distributed, transferred, conveyed, delivered and paid over to an organization or organizations organized and operated at that time exclusively for charitable or educational purposes within the meaning of Section 501(c)(3) of the IRC, or to the federal government, or to a state or local government for a public purpose.  Any such assets not so disposed of by the Board of Directors shall be disposed of by the District Court of the County in which the principal office of the Corporation is then located, exclusively for such purposes or to such organizations, as said District Court shall determine, which are organized and operated exclusively for such purposes.

Section 5 – Further Limitations.  Notwithstanding any other provisions of these Bylaws, or of the Corporation’s Articles of Incorporation, the Corporation shall:  (i) shall not conduct or carry on any activities not permitted to be conducted or carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the IRC; and (ii) shall not conduct or carry on any activities not permitted to be conducted or carried on by a corporation, contributions to which are deductible under Sections 170(c)(2), 2055(a)(2) or 2522(a)(2) of the IRC.

Section 6 – Private Foundation.  Notwithstanding any other provision of the Corporation’s Articles of Incorporation or of these Bylaws, if in any year the Corporation fails to qualify as a public charity under the IRC and is treated as a private foundation under Section 509 of the IRC, the Corporation shall comply with the following:  (i) It will distribute its income for such tax year at a time and in a manner such that it will not become subject to the tax on undistributed taxable income imposed by Section 4942 of the IRC; (ii) It will not engage in any act of self-dealing as defined in Section 4941(d) of the IRC; (iii) It will not retain any excess business holdings as defined in Section 4943(c) of the IRC; (iv) It will not make any investments in a manner that would subject it to tax under Section 4944 of the IRC; and (v) It will not make any taxable expenditures as defined in Section 4945(d) of the IRC.

ARTICLE III – BOARD OF DIRECTORS

Section 1 – Number, Election and Term of Office.  The number of the Directors of the Corporation shall be eight (8).  This number may be increased or decreased by the amendment of these Bylaws by the Board of Directors, but shall in no case be less than three (3) Directors.  Board vacancies will be solicited from the public.  The current Board will determine and fill the vacant Director positions each year at their Annual Meeting.  Each Director so elected will hold office until the next Annual Meeting, and until his or her successor is elected and qualified, or until his or her prior death, resignation or removal.

Section 2 – Annual Meetings.  The Annual Meeting of the Board of Directors of the Corporation shall be held each year during the month of January, on a date and at a time and place determined by the Board of Directors, or at such other time and place as the Board may determine, for the purpose of electing Directors, and transacting such other business as may properly come before the meeting.

Section 3 – Vacancies.  Any vacancy in the Board may be filled for the unexpired portion of the term by a majority vote of the remaining Directors at any regular or special meeting of the Board.

Section 4 – Duties and Powers.  The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the corporation, subject only to any limitation contained in the Colorado Revised Nonprofit Corporation Act.

Section 5 – Regular Meetings.  The Board of Directors will hold at least one regularly scheduled meeting each calendar quarter at a date, place and time to be determined by the Board.

Section 6 – Special Meetings.  Special meetings by the Board of Directors will be held whenever called by the President, or by any one of the Directors, at such time and place as may be specified in the respective notice of waivers of notice thereof.

Section 7 – Notice and Waiver.  Notice of any special meeting of the Board of Directors will be given at least seven (7) days prior thereto by written notice delivered personally or by mail or by electronic means to each Director at his or her address as shown on the records of the Corporation.  If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail with postage prepaid and, if delivered by electronic means, such notice shall be deemed to have been delivered when sent.  Any Director my waive notice of any special meeting, either before, at or after such meeting, by signing a waiver of notice.  The attendance of a Director at a special meeting shall constitute a waiver of notice of such meeting, except when a Director states at the beginning of the meeting any objection to the transaction of business because the meeting was not lawfully called or convened.

Section 8 – Quorum and Adjournments.  At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business.  A majority of the Directors present at the time and place set for any regular or special meeting, although less than a quorum, may adjourn the meeting from time to time and reconvene, without further notice, until a quorum is present.

Section 9 – Board Action.  At all meetings of the Board of Directors, each Director shall have one vote.  The action of a majority of the Directors present at any regular or special meeting shall be the act of the Board of Directors.

Section 10 – Board Action by Written or Electronic Consent.  Any action authorized, in writing or electronic means such as email or fax, by all of the Directors entitled to vote thereon and filed with the records of the Corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed with a unanimous vote at a duly convened meeting of the Board.

Section 11 – Telephonic Participation.  Directors may participate in regular and special meetings of the Board of Directors through use of a telephone if such can be arranged such that all Board members can hear all other members.  Any Director so participating will be deemed to be present for the purpose of determining whether there is a quorum present at that Meeting.

Section 12 – Resignation and Removal.  Any Director may resign at any time by giving written notice thereof to the President.  Unless otherwise specified in such written notice of resignation, such resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective. Any Director may be removed for cause by action of the Board of Directors.

Section 13 – Compensation.  No salary shall be paid to Directors for their services but, by resolution, the Board of Directors may provide for the reimbursement of out-of-pocket expenses incurred by individual Directors on behalf of the Corporation.  Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation and/or reimbursement of expenses therefore.

Section 14 – Liability.  No Director shall be liable for any debt, obligation or liability of the Corporation.

ARTICLE IV – OFFICERS

Section 1 – Number, Qualifications, Election and Term.  The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, as the Board of Directors may from time to time deem advisable.  Any officer may be, but is not required to be, a Director of the Corporation; and the same person may, if the Board so elects, serve simultaneously as both Secretary and Treasurer.  The officers will be elected annually, by a majority vote of the Board, during the first Board of Directors’ meeting held after the Members Annual Meeting.  Each officer so elected will hold office until his or her successor is elected and qualified, or until his or her prior death, resignation or removal.

Section 2 – Resignation and Removal.  Any officer may resign at any time by giving written notice thereof to the President.  Unless otherwise specified in such written notice of resignation, such resignation shall take effect upon receipt thereof, and the acceptance of such resignation by the Board shall not be necessary to make it effective.  Any officer may be removed at any time, either with or without cause, by a majority vote of the Board of Directors.

Section 3 – Vacancies.  A vacancy in any office may, at any time, be filled for the unexpired portion of the term by a majority vote of the Board of Directors.

Section 4 – Duties of Officers.  Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may from time to time be specifically decided by the Board.  The President will be the chief executive officer of the Corporation.

Section 5 – Compensation.  No stated salary shall be paid to officers for their services but, by resolution, the Board of Directors may provide for the reimbursement of out-of-pocket expenses incurred by individual officers on behalf of the Corporation.

Section 6 – Delegation of Duties.  In the absence or disability of any officer of the Corporation, or for other reasons deemed sufficient by the Board of Directors, the Board may delegate his or he powers and duties to any other officer, or to any Director.

Section 7 – Liability.  No officer shall be liable for any debt, obligation or liability of the Corporation.

ARTICLE V – COMMITTEES

Section 1 – Committees.  The Board of Directors may, by resolution, designate an Executive Committee and/or one or more other permanent or temporary committees.  Such committees shall have the functions and may exercise such powers of the Board as can be lawfully delegated, and to the extent provided in the resolution or resolutions creating such committee or committees.  All such committees of the Corporation shall keep regular minutes of their proceedings, and report on their activities to the Board when required or requested.

ARTICLE VI – BOOKS, RECORDS AND REPORTS

Section 1 – Annual Reports.  The President of the Corporation shall cause all annual or other reports required by law, including reports to the Colorado Secretary of State, to be prepared and timely filed, and will make copies of all such reports available to the Board of Directors when filed.

Section 2 – Tax Returns.  The President of the Corporation shall cause all annual or other tax returns or reports required by law, including returns to the Internal Revenue Service, to be prepared and timely filed, and will make copies of all such reports available to the Board of Directors when filed.

Section 3 – Permanent Records.  The Corporation shall keep current and correct records of its accounts, minutes of all meetings and proceedings, and Board of Directors records.  Such records will either be kept at the Corporation’s principal business office, or in the custody of the corporate officer having responsibility for particular books and records.  Any such records shall be kept in written form, or in a form capable of being converted into written form.

Section 4 – Inspection of Corporate Records.  All Board Members shall have the right at any reasonable time, and on written demand stating the purpose thereof, to examine and make copies from the books and records of accounts, the minutes of meetings, and other records of the Corporation.

ARTICLE VII – FISCAL YEAR

Section 1 – Fiscal Year.  The fiscal year of the Corporation, and the tax year of the Corporation for federal and state income tax purposes, shall be the calendar year ending on December 31 of each year. 

ARTICLE VIII – CORPORATE SEAL

Section 1 – Seal.  The Board of Directors may adopt, use and modify a corporate seal.  Failure to affix the seal to a corporate document shall not affect the validity of such document.

ARTICLE IX – AMENDMENTS

Section 1 – Articles of Incorporation.  The Corporation’s Articles of Incorporation may only be amended by the Board of Directors and only in the way authorized by the Colorado Revised Nonprofit Corporation Act.

Section 2 – Bylaws.  These Bylaws may be amended by a majority vote of the Board of Directors.

ARTICLE X– INDEMNIFICATION

Section 1 – Indemnification.  Any officer, Director or employee of the Corporation shall be indemnified and held harmless to the full extent allowed by the law.

Section 2 – Insurance.  The Corporation may but is not required to obtain insurance coverage for the indemnifications made herein.

Certified to be the Bylaws of the Corporation adopted by the Board of Directors on August 8, 2007.