ByLaws

ByLaws

 

ARTICLE I - Historical Reference
ARTICLE II - Corporation
ARTICLE III - No Capital Stock
ARTICLE IV - Membership
ARTICLE V - Directors
ARTICLE VI - Officers
ARTICLE VII - Committees
ARTICLE VIII - Annual Election
ARTICLE IX - Meetings, Dinners and Entertainments
ARTICLE X - Dues
ARTICLE XI - Resignation of loss of members
ARTICLE XII - Compensation
ARTICLE XIII - Borrowing and Transfer of Assets
ARTICLE XIV - Amendments

ARTICLE I - Historical Reference
Section 1
– History. This corporation was incorporated to act as the successor to The Winter Night Club, an unincorporated association, originally organized on November 5, 1902 for the purpose of promoting good fellowship among its members and guests and the tolerant discussion of thought provoking subjects, other questions and topics of interest which were timely. The unincorporated association was the outgrowth of two dinner and discussion groups, the first of which was organized before 1890 and the second of which was organized approximately 1893. The first meeting of The Winter Night Club was held on December 10, 1902 and it has continued to meet since that date in furtherance of its original objects and purposes. While originally organized as a men’s only club, in 2004 the bylaws were changed to allow women members.

Section 2 - Prior By-Laws. These Restated By-Laws replace in their entirety the By-Laws adopted by the Active Resident Members of the Club on April 3, 1996 as amended.

ARTICLE II - Corporation
Section 1 – Name. The name of this non-profit corporation (Club) is The Winter Night Club. It was incorporated under the laws of the State of Colorado on December 6, 1985. The objects, powers, purposes and duration are set forth in the Articles of Incorporation

Section 2 - Principal Place of Business. The principal place where its business is to be transacted is the City of Colorado Springs, Colorado.

Section 3 - Registered Office. The registered office the Club shall be PO Box 51, Colorado Springs, Colorado 80901 until and unless changed by action of the Board of Directors.

Section 4 - Seal. The Corporate Seal of the Club shall have inscribed, in the outer circle, the full name of the Club and State of incorporation. An impression of the seal appears on the margin of this section of these By-Laws.

Nothing contained in this section shall be deemed to require a corporate seal be affixed to any instrument or document executed by the Club, and any and all instruments and documents executed by the Club, without a seal, shall be deemed valid and binding upon the Club.

ARTICLE III - No Capital Stock
Section 1 - Capital Stock
. The Club shall not be authorized to issue any capital stock.

ARTICLE IV - Membership
Section 1 - Membership
. The membership of this Club shall be as defined in Article IX of the Articles of Incorporation, It consists of two classes of members, Resident and Non-Resident.

Section 2 - Active Resident Member. The Active Resident Membership shall be composed of not more than five hundred (500) residents of El Paso County, Colorado.

Section 3 - Inactive Resident Members. The Board of Directors shall have the right to transfer Resident members who have attained the age of seventy-five (75) years or who, because of health, temporary residence outside of El Paso County, or other hardship, which in the opinion of the Board precludes said member from fully participating as an active resident member of the Club shall, on written request received from them prior to the first meeting, be transferred from the Active Resident Membership roll to the Inactive Resident Membership roll. The Board of Directors shall annually fix the dues to be paid by all Inactive Resident Members. In addition to said dues, all Inactive Resident Members will be required to pay the fee charged guests for each meeting of the Club he elects to attend.

Section 4 - Non-Resident Members. Non-resident membership shall be limited to those persons who permanently reside outside of El Paso County, Colorado. The Board of Directors shall annually set the dues to be paid by all non-resident members. In addition to said fee, non-resident members will be required to pay the fee charged guests for each meeting of the Club they elect to attend.

Section 5 - Application for Membership. All applicants for membership shall be sponsored by a Resident Member. Following receipt, the application shall be submitted to the Committee on Membership for review and recommendation to the Board of Directors. Recommendation to the Board for membership shall require a favorable majority vote of the Committee on Membership. After the application has been reviewed by the Committee on Membership it shall make its recommendation to the Board together with a report of its vote. The Board shall review said recommendation and take final action on said application as provided for in Article IX of the Articles of Incorporation. Upon approval by the Board of Directors and payment of dues and fees for the current year, the applicant shall be entitled to all rights and privileges of membership in the Club.

Section 6 - Guests. Each member shall have the right to have one or more guests at any meeting of the Club upon giving reasonable notice to the Secretary of his or her desire to have a guest. Members shall be responsible for the expenses of their guests.

Section 7 - Voting Rights. Voting rights shall be vested exclusively in the Active Resident Members of the Club who shall have the right to vote for the election of the Board of Directors and/or officers of the Club or to vote on any other issue presented to the membership.

Section 8 - Annual Meetings. The annual meeting of the members of the Club shall be held during the Final Spring Meeting of each calendar year. Written notice of the annual meeting shall be mailed to all Active Resident Members at least ten (10) days prior to the date of the meeting. Failure to mail such notice or other irregularity in the giving of said notice shall not affect the validity of any annual meeting.

Section 9 - Special Meetings. Special meetings of the Club may be called at any time by the written order of the President and shall be called at any time upon receipt of a written request of ten percent (10%) or more of the Active Resident Members requesting a special meeting. The call for any special meeting shall set forth in detail the issues and questions to be considered at said meeting.

Section 10 - Quorum. A quorum shall consist of twenty-five percent (25%) of the Active Resident Members of the Club.

Section 11 - Method of Voting. All votes shall be taken orally by acclamation, unless at least twenty (20) Active Resident Members request a written ballot, in which case, voting on the question before the meeting shall be by written ballot.

ARTICLE V - Directors
Section 1 - Board of Directors
. The Board of Directors shall consist of not less than four (4) and no more than nine (9) members selected from the Active Resident Members of the Club as set forth in Article X of the Articles of Incorporation. Each member of the Board of Directors shall serve a term of one (1) year, and may succeed himself for not more than two additional successive terms. All members of the Board shall satisfy the qualifications for and be Active Resident Members of the Club and shall be elected at the annual meeting of the members.  The immediate past President of the Club shall be an ex-officio member of the Board of Directors.

Section 2 - Vacancies. If a vacancy shall occur among the Directors, the remaining Directors, by majority vote, may elect a successor to hold office until the next annual meeting of the Club.

Section 3 - Meetings. The Board of Directors of the Club shall meet at least semi-annually with one of the said meetings immediately following the annual meeting of the members of the Club. Such meetings shall be held at Colorado Springs, Colorado. The President or a majority of the members of the Board of Directors may call special meetings of the Board at any time upon ten (10) days written notice to all members of the Board unless such notice be waived in writing. A special meeting shall be held at the time and place designated in the notice and limited to consideration of the issues set forth in the notice.

Section 4 - Quorum. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business.

ARTICLE VI - Officers
Section 1 - Officers
. The officers of the Club shall consist of a President who shall preside at all of the meetings, a First Vice President who is the President Elect and who is responsible for obtaining the clergy for the invocation at each meeting of the membership, a Second Vice President who is responsible for inviting the military guest for each meeting of the membership, a Third Vice President who shall also serve as Chair of the Membership Committee, a Secretary and a Treasurer. The offices of secretary and the treasurer may be combined and held by one person. Such officers shall be elected by the members at the Final Spring Meeting of the members. The officers shall be elected for a term of one (1) year and shall hold office until their successors are duly elected and qualified, provided however, that any officer may be removed by a majority vote of the Board of Directors if the Board determines that said officer's continuation in office will not be consistent with the best interests of the Club, or an officer may resign by filing a written resignation with the secretary of the Club.

Section 2 - Vacancies. Vacancies in any of the offices of the Club may be filled by the election of a successor for the unexpired term by majority vote of the Board of Directors as soon as possible after the vacancies occur.

Section 3 - President. The President shall be the Chief Executive Officer of the Club. He shall be charged with the responsibilities of the general administration and management of the Club business and assets under the guidance of and authority delegated to him from time to time by the Board of Directors.

Section 4 – First Vice President - President Elect. The President elect shall assume the office of President upon completion of his or her term as President Elect. The President Elect shall serve as the First Vice President.

Section 5 - Vice-President. In the absence or incapacity of the President, the Vice-Presidents, in their order of designation, shall perform the duties of the President.

Section 6 - Secretary. The Secretary shall record all of the proceedings of the meetings of the Club and the meetings of the directors in a book to be kept for that purpose and shall perform such other duties as he or she may be authorized and directed to do and perform by the Board of Directors. The Secretary shall have custody of the seal of the Club. The Secretary need not be a member of the Board of Directors, but if not a regular member of said Board, the Secretary shall be an ex-officio member with voting privileges. The Secretary, if a member of the Board of Directors may serve successive terms.

Section 7 - Treasurer. The Treasurer shall have custody of all funds of the Club and shall receive all income and payments made to the Club. The office of Secretary/Treasurer may be combined and held by one person. The Treasurer need not be a member of the Board of Directors. The Treasurer shall be bonded if the Board of Directors so directs. The Treasurer, if a member of the Board of Directors may serve successive terms.

ARTICLE VII - Committees
Section 1 - Standing Committees
. The standing committees shall consist of the, the Committee on Nominations, and the Committee on Membership. Other committees may be appointed by the Board of Directors at its pleasure.

Section 2 - Committee on Nominations. The Committee on Nominations shall be annually appointed by the President at least one (1) month before the annual meeting, and shall consist of the President Elect and the five (5) immediate past Presidents of the club, if available and willing to serve. If one or more of the immediate past Presidents is not available or willing to serve, the President shall appoint such additional members not then in office so as to constitute a Nominating Committee of six (6) persons, and the Nominating Committee shall at least one (1) week before the annual meeting furnish the Secretary with a list of nominations for officers. The Secretary shall add to this list any names proposed to him in writing by five (5) or more members not less than one (1) week prior to the annual meeting. Nominations from the floor shall not be permitted.

Section 3 - Committee on Membership. The Committee on Membership shall be annually appointed by the President; it shall consist of the Third Vice President who shall serve as chair of the Committee and three (3) or more members not then Officers or members of the Board of Directors. All applications for membership shall be referred to this Committee, which shall make such investigation and require such recommendations as to it seem proper. A majority of the Committee shall constitute a quorum. Applications for membership must be approved by a majority of the members at a meeting at which a quorum is present prior to being recommended to the Board of Directors for election to membership. Upon an election by the Board of Directors, as provided for in Article IX of the Articles of Incorporation, and payment of all dues and fees, the applicant shall be entitled to membership in the Club.

Section 4 - Program Committee. The President may appoint a Program Chairman who shall be responsible for arranging programs and entertainment for the Club.

ARTICLE VIII - Annual Election
Section 1 - Election. The annual election of officers shall be held at the final Spring Meeting of each year at the time and place specified in the call therefore.

Section 2 - Voting. The Active Resident Members present at the Final Spring Meeting may, by vote of a majority, adjourn the election to a special election to be held not more than one month thereafter. The vote for elections of officers shall be taken orally by acclamation unless a written ballot is requested as provided for in Section 11 of Article IV. The vote of a majority of the Active Resident Members present shall be required for election of an officer.

Section 3 - Nominations. All nominations for membership on the Board of Directors and/or officers of the Club shall be presented by the Committee on Nominations in the manner set forth in Article VII hereof.

ARTICLE IX - Meetings, Dinners and Entertainments
Section 1 - Meetings
. All meetings, regular and special, shall be called and seasonable notice there of delivered or mailed to each member by the Secretary.

Section 2 - Dinners and Entertainment. Each member desirous of being present at any dinner or other meeting or entertainment of the Club shall seasonably notify the Secretary.

ARTICLE X - Dues
Section 1 - Dues. Annual dues, fees and guest fees for all members shall be set and determined periodically by the Board of Directors and shall cover all privileges of membership.

ARTICLE XI - Resignation of loss of members
Section 1 - Resignations. The Board of Directors shall have the power to accept resignation of members who no longer desire to maintain their membership in the Club.

Section 2 - Expulsion of Members. The Board of Directors shall have the power to remove members names from the appropriate membership roll of the Club who have not paid their annual dues on or before the 25th day of October of each year, provided however, that before said removal the Secretary shall, as soon after October 25th of each year as convenient, send written notification by regular mail postage prepaid to the address of the member as shown on the records of the Club notifying said member that unless said dues are paid within fifteen (15) days following the date of said letter, his name will be removed from the membership roll. If after the sending of said notice, said member fails to pay his dues, then the Secretary shall, without further action by the Board of Directors, remove said member's name from the membership rolls of the Club. The Secretary shall, prior to the 1st day of December of each year, report to the Board of Directors the name of each member who has failed to pay his or her dues as required by this Section and those names which have been removed from the membership rolls of the Club.

Section 3 - Expulsion. The Board of Directors may recommend, at any meeting of the Club, the suspension or expulsion of any member whose further connection with the Club is, in their judgment, greatly detrimental to its welfare: the affirmative vote of a majority of the Active Resident Members present at any meeting shall be necessary to suspend or expel, but this provision shall not apply to those who fail to pay dues.

ARTICLE XII - Compensation
Section 1 - Compensation
. The Board of Directors may, from time to time, fix and determine appropriate compensation for the Secretary and Treasurer of the Club, which compensation shall bear a reasonable relation to the services performed by and work required of said officers.

Section 2 - Limitation on Distribution of Assets. This Club is a nonprofit corporation organized exclusively for educational, literary and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provisions of any future United States Revenue Law) to promote, support and conduct activities, directly or indirectly, within the State of Colorado in support of its educational, literary and scientific purposes and other activities designed to promote the social needs of the public as authorized by said Code and none of the assets of said Club shall ever be distributed to or vested in any member and on dissolution of said Club, its assets shall be disposed of in the manner provided for in Article VIII of the Articles of Incorporation, provided however, that in the event of such dissolution, the assets of this corporation shall be distributed to The Colorado College, or its successor and if The Colorado College be not in existence nor have a recognized successor at the time of said dissolution, then, and in that event, the assets of this Club shall be disposed of pursuant to an Order entered by the presiding Judge of the Fourth Judicial District to such non-profit organizations within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, [or the corresponding provisions of any future United States Revenue Code].

ARTICLE XIII - Borrowing and Transfer of Assets
Section 1 - Borrowing
. Neither the Board of Directors nor any officer or employee of the Club shall, on behalf of the Club, have the right to incur any indebtedness except that which is incurred through the normal business operations of the Club and the Club shall not borrow any money without said borrowing being approved by a majority vote of the Active Resident Members of the Club.

Section 2 - Transfer of Assets. Neither the Board of Directors nor any officer or employee of the Club shall dispose of any assets of the Club, except in the ordinary course of business, without first securing approval of said disposition by a majority vote of the Active Resident Members of the Club.

ARTICLE XIV - Amendments
Section 1 - Amendments of By-Laws. The By-Laws of the Club shall be subject to amendment by two-thirds vote of the Board of Directors present at any time or by vote of a majority of the Active Resident Members of the Club at any regularly scheduled annual meeting of the Club or any special meeting of the Club called for that purpose.Notice of any intended amendment to the By-Laws by the Board of Directors or by the Active Resident Membership of the Club, as appropriate, shall be accompanied by a copy of the proposed amendment and shall be given at least ten (10) days prior to the date of the meeting at which the vote will be taken on the amendment to said By-Laws. THE UNDERSIGNED, being the duly elected, qualified and acting Secretary of The Winter Night Club, a Colorado Non-Profit Corporation, does hereby certify that the above and foregoing Restated By-Laws were duly adopted by a vote of more than 3/4ths of the Board of Directors of the Club held on the 15 day of June, 2012.

Dustin L. Bench

Secretary