Aspen Sister Cities Organization
Post Office Box 10782
Aspen, CO 81612
Article 1. GENERAL
The Aspen Sister Cities Organization is a non-profit group run by volunteers and supported by contributions, membership dues, Aspen City grants/budget, and fundraising activities. The Aspen organization maintains a membership with Sister Cities International.
To nurture educational, commercial, cultural, sports, and artistic relationships between the larger Aspen community and specific Sister Cities abroad thereby promoting better understanding between countries. The program unites community and volunteer resources for the joint advantage of providing private citizens with an active role in public diplomacy to further International cooperation and understanding.
Article 2. MEMBERSHIP & MEETINGS
Membership in organization is open to any individual or business that wishes to become involved and pay annual dues. Classes of membership are individual (one vote), family (two votes), business (two votes), and honorary (no vote). Dues for each class or established by the Board of Directors and are due on January 1. The membership year shall be the calendar year.
Meetings are held at the direction of the Board of Directors (BOD) generally on a monthly basis, at which any member or interested individual is welcome. Notice of each meeting shall be provided to all members in good standing at least one week prior to the meeting. A quorum consists of a majority of the Directors. Special meetings of the BOD may be called by the President or by the request if any two Directors with meeting notice to all Directors.
Article 3. ORGANIZATION MANAGEMENT
3.1 Board of Directors
The affairs of the organization are directed by the Board of Directors. The BOD shall consist of the executive committee and the Sister City coordinators. The BOD shall take office in June and serve for one year with no restriction on re-election. The members of the BOD shall serve without compensation but may be compensated by vote of the BOD for additional duties performed for the organization.
3.2 Advisory Board
The BOD may, at its discretion, create an Advisory Board and appoint members as appropriate. The Advisory Board, if in existence, shall meet at least once per year.
3.3 Executive Committee
The executive committee consists of the officers: the President, Vice President, Treasurer, and Secretary and each shall be elected in the annual election.
3.4 Sister City Coordinators
The other members of the BOD shall be appointed at the June (annual) meeting by the Executive Committee, with each individual designated as one of the specific Sister Cities coordinators. They shall serve for one year with no restriction on reappointment.
3.5 Special Committees/Contractors
The President, without objection from the BOD, may at his/her discretion, appoint special committees are coordinators for any particular task or set of tasks. The BOD may hire contractors to perform specific duties when volunteers are not available.
The Board of Directors shall have the power by a majority vote of those in office to remove and replace any Director and to appoint an individual to fill any vacancy to serve out the remainder of the term.
Article 4. ELECTIONS & VOTING
4.1 Nominating Committee
A nominating committee shall be appointed by the President in March to determine a recommended slate of candidates for the four offices. Each office shall be open to any interested individual who is a member in good standing.
4.2 Officer Elections
Annual election should be conducted by ballot in May of each year with votes from members who are in good standing as of May 1.
A voting member may vote in person or by proxy in writing filed with the secretary before or at the time of the meeting. The proxy may be revoked by the member and anytime before it is voted. The BOD shall have the authority to rule on the validity of proxies.
4.4 Annual Meeting
An annual meeting shall be held in June. A summary report of the previous year of activity shall be provided by each member of the BOD on his/her area of responsibilities. Officer election results and the appointments of the Sister Cities Coordinator shall be announced.
Article 5. OFFICER/OPERATING RESPONSIBILITIES
5.1 President Duties
The president shall be the chief executive officer of the organization and is responsible for seeing that the organization is properly staffed and functioning in accordance with these bylaws and with policies established by the BOD. S/he shall conduct the meetings of the BOD and general membership and is an ex-officio member of all committees of the organization.
5.2 Vice President Duties
The Vice President shall perform the duties of the president in his/her absence or incapacitation.
5.3 Treasurer Duties
The Treasurer has general oversight of the accounts of the organization and shall consult with the BOD concerning the proper recording and reporting of these accounts. At each regular meeting, or otherwise when requested by the BOD, the Treasurer shall present a report showing in detail the current fund balances, income/expenses and other relevant financial information. S/he shall keep a current roster of members in good standing.
5.4 Secretary Duties
The Secretary shall be at all meetings, keep and distribute accurate records of the proceedings, and maintain the records of the organization. The Secretary shall provide notice of each meeting to the BOD and general membership. S/he shall keep up-to-date address/telephone/email rosters for paid members (from the treasurer), and other non-member businesses, officials, and individuals with an interest in the Sister Cities activities.
5.5 Sister City Coordinator
Each Sister Cities Coordinator is the primary communication and action link with his/her designated city in the chairman of a supporting committee. It is the coordinator’s responsibility to maintain frequent communications with his/her committee members and the Sister City counterpart and keep informed of the activities and plans. Each coordinator shall insure that an activity report is made to each meeting of the board of directors.
Article 6. EXECUTION OF INSTRUMENTS & COMMITMENTS
6.1 Execution of Instruments and Commitments
The President or Vice President shall have power to execute and deliver on behalf of the organization any instrument requiring the signature of an officer. Unless authorized by the BOD, no officer, agent, or contractee shall have the authority to bind the organization in any way, to pledge its credit, contract a loan or render it liable pecuniarily in any way.
Article 7. CORPORATE SEAL & FISCAL YEAR
7.1 Corporate Seal
The corporate seal shall be in such form as approved by the BOD and used by causing it or facsimile to be impressed or, in any other manner, reproduced. The impression of the seal may be made and attested by either the secretary or the president for authentication of papers requiring the seal.
7.2 Fiscal Year
The fiscal year of the organization shall be the calendar year.
Article 8. CORPORATE BOOKS & RECORDS
The books and records of the organization may be kept as such place or places as designated by the BOD.
8.2 Audit of Books and Accounts
The organization’s books and accounts shall be audited at such
Article 9. INDEMNIFICATION
Every person who is or was a Director of this organization shall be indemnified by the organization against all costs and expenses reasonably incurred or imposed upon him or her in connection with or resulting from any action, suit, or proceeding to which he or she may be made a party by reason of being or having been a Director of this Organization with the exception of those matters in which s/he shall be determined to have acted in bad faith and to be liable by reason of willful misconduct or willful negligence in the performance of his/her duties as a Director.
Article 10. AMENDMENT
10.1 Bylaw Amendment
These bylaws may be changed, altered, amended, or repealed by a two thirds vote of the BOD at any meeting of the BOD with the proviso that the notice of the meeting at which action is contemplated shall contain the information that such action is on the agenda and the general substance of the contemplated changes described.