BYLAWS OF SAN LUIS VALLEY REGIONAL SCIENCE FAIR, INC.
Name and Location
The name of the corporation shall be the San Luis Valley Regional Science Fair, Inc., hereinafter referred to as SLVRSF.
The principal office of the corporation in the State of Colorado shall be located in the office of the Fair Director, which presently is in Alamosa, Colorado. The corporation may have such other offices and may carry on its purposes at such other places either within or without the State of Colorado as the Board of Directors may from time to time determine.
The corporation shall have and continuously maintain in the State of Colorado a registered office and a registered agent whose office is identical with the registered office. The registered office may be, but need not be, identical with the principal office in the State of Colorado, and the address of the registered office may be changed from time to time by the Board of Directors.
Purpose and Objectives
The SLVRSF is an organization that:
Honors winners from local San Luis Valley school fairs at an annual Regional Science Fair.
Provides an opportunity to send finalists from the Regional Science Fair to the Colorado Science and Engineering Fair (CSEF) and to the Intel/International Science and Engineering Fair (ISEF).
Encourages students to pursue careers in science, technology, mathematics, or engineering.
Provides a forum for developing academic skills, such as conducting an independent scientific investigation, writing a research paper, public speaking, preparing an organized display, and becoming familiar with the scientific method.
The San Luis Valley Regional Science Fair supports local school fairs by:
Providing a forum where local fairs can influence policies, rules, and by-laws of the San Luis Valley Regional Science Fair.
Providing rules and requirements for participation in all fairs-Regional, State and International.
Provides judges and project critique at local school fairs.
Meetings of the Board of Directors
Section 1: Annual Meeting: The annual meeting of the Board of Directors of SLVRSF shall be held on the first regular meeting of the new fiscal year.
Section 2: Regular Meetings: The Board of Directors may hold its regular meetings at such place or places either within or without the State of Colorado as the president or Board of Directors may from time to time determine. If no designation is made, the place of the meeting shall be the registered office of the corporation in the State of Colorado.
Section 3: Special Meeting: Special meeting of the Board of Directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the board may fix any place within the State of Colorado as the place for holding the special meeting of the board.
Section 4: Notice: Notice of the annual and regular meeting shall be sent to the Board of Directors no less than seven (7) days in advance. Notice of any special meeting of the Board of Directors, stating the time, place, and purpose of the meeting, shall be given at least three (3) days before the meeting by written notice delivered personally or sent by mail, e-mail and/or fax to each director at his/her address as shown by the record of the corporation, or by oral notice given at least three (3) days prior to the meeting. If mailed or sent by special courier, notice shall be deemed to be delivered when deposited with the courier, properly addressed with charges prepaid.
Section 5: Number, Quorum and Manner of Acting: The Board of Directors shall be composed of up to nine (9) directors. A minimum of three (3) directors must be present to constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may adjourn the meeting. The affirmative votes of at least a majority of the directors present at a meeting at which a quorum is present shall be required to decide any question brought before such meeting and shall be the act of the board, except where a larger number is required by law, the articles of the incorporation, or these bylaws. The President may elect to vote or abstain.
Section 6: Informal Action by Directors: Any action required by law to be taken at a meeting of directors, or any action that may be taken at a meeting of the directors, may be taken without a meeting, if a consent in writing via mail, email, and/or fax setting forth the action taken, is signed by all the directors. All transactions must be kept on file.
Section 7: Open to the Public: Both regular and special meetings of the Board of Directors shall be open to the public.
Section 8: Robert’s Rules of Order: Robert’s Rules of Order will serve as the guidelines for all questions of procedure at any meeting of SLVRSF
The Board of Directors shall establish and cooperate with an advisory committee of the corporation, the purpose of which will be to advise the Board of Directors on interactions with the science clubs, school districts, local school fairs, home school, and other related organizations, and activities throughout the San Luis Valley. Members of the advisory committee shall include, but are not limited to, the Board of Directors and the school fair coordinators. The regional Fair Director shall be the chairman of this committee. Other interested parties are welcome to attend and participate in the proceedings and discussions of the Advisory Committee. The Board of Directors shall establish such rules and regulations for the conduct of the business and affairs of the advisory committee, as the Board of Directors shall deem appropriate.
Section 1: Officers: The officers of SLVRSF shall be President, Vice-President, Secretary and Treasurer, who shall be elected by the directors from among the members of the Board of Directors and who shall hold office until their respective successors are elected. No person may hold any two offices simultaneously except the offices of Secretary and Treasurer. The officers of the corporation shall be elected annually by the Board of Directors. The term of the officers shall continue in that office until their successor has been duly elected and qualified in their stead or until they have resigned and the resignation shall become effective immediately.
Section 2. Removal: Any officer may be removed by the Board of Directors but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of an officer shall not of itself create contract rights.
Section 3. Vacancies: A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board of Directors for the remainder portion of the term.
Section 4. Authority and Duties of Officers: The officers of the corporation shall have the authority to exercise the powers, and perform the duties specified below, and as may be otherwise specified by the Board of Directors or these bylaws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law. In cases where the duties of any officer or agent are not prescribed by these bylaws, or by the Board of Directors, such officer or agent shall follow the orders and instructions of the President.
(A) President: The President shall, subject to the direction and supervision of the Board of Directors, be the chief executive officer of the corporation; and shall have the general and active control of its affairs, and have general supervision of its officers, agents, and employees. The President shall preside at all meetings of the Board of Directors; see that all orders and resolutions of the Board of Directors are carried into effect; and sign or countersign all certificates and other instruments of the corporation as authorized by the Board of Directors, except where required or permitted by law to be otherwise signed and executed or where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.
(B) Vice-President: The Vice-President shall assist the President and shall perform such duties as may be assigned by the President and/or the Board of Directors. At the request of the President or in his/her absence or in the event of his/her inability or refusal to act, the Vice-President shall perform the duties of the President. When so acting, this designee shall have all the powers of and be subject to all the restrictions placed upon the President.
(C) Secretary: The Secretary shall keep or cause to be kept the minutes of the proceedings of the Board of Directors and of the advisory committee; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation; affix the seal to all documents when authorized by the Board of Directors and to attest the offering by signature; maintain a record containing the names and addresses of all the directors of the corporation and members of the advisory committee; and in general, perform all other duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or subject to supervision by the Secretary .
(D) Treasurer: The Treasurer shall be the principal financial officer of the corporation and have the care and custody of all funds, securities, evidences of indebtedness, and other personal property of the corporation and deposit, invest and discharge the same in accordance with the instruction of the Board of Directors. The Treasurer shall receive monies, give receipts, account for all monies of the corporation, and pay out of the funds on hand all bills, payrolls, and other just debts of the corporation of whatever nature. The Treasurer shall be the principal accounting officer of the corporation and as such prescribe and maintain the methods and systems of accounting to be followed; keep complete books and records of accounts; prepare and file all local, state and Federal tax and informational returns; prescribe and maintain an adequate system of internal audit, and prepare and furnish to the President and Board of Directors statements of account showing the financial position of the corporation and the results of its operations. The Treasurer shall perform all other duties normally incident to the office of the Treasurer. Other duties as from time to time may be assigned to the Treasurer by the President and/or Board of Directors. The Treasurer shall obtain for the corporation a bond in such sums and with such sureties as shall be satisfactory to the directors, conditioned upon the faithful performance of the Treasurer’s duties, and for the restoration to the corporation in case of the Treasurer’s death, resignation, retirement, or removal from office of all books, papers, vouchers, money, and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the corporation.
(E) Acting Officers: The executive secretary or director of the fair may act in behalf of the Secretary and/or Treasurer of the Board of Directors, after Board approval. This authorization must be documented in the annual meeting minutes.
The President or the Board of Directors shall establish such standing and ad hoc committees as shall be necessary to carry out the purposes of the corporation. The board shall delegate such authority to those committees as necessary to carry out their functions, but the board shall retain supervision of and final control over their actions.
Section 1. Standing Committees:
(A) A science fair committee headed by a Fair Director shall be established to organize and conduct the annual fair. This committee shall be comprised of subcommittee chairpersons appointed by the Fair Director and is responsible to the director to carry out specific functions of the annual fair.
(B) Other standing committees may be established by the President and/or Board of Directors by majority vote at any time as becomes necessary.
Section 2. Ad Hoc Committees: The President and/or the Board of Directors shall establish such ad hoc committees as become necessary at any regular or special meeting of the Board of Directors by majority vote. At no time shall an ad hoc committee have the authority to act in place of the Board of Directors. This committee shall expire at project completion or its dissolution by the Board of Directors.
Section 3. Executive Committee: The officers of the Board of Directors, not more than two members elected by the Board of Directors at the annual meeting and the immediate Past President shall constitute the executive committee. The executive committee shall assist in preparing the board meeting agenda; make recommendations to the Board of Directors; and perform such other duties as directed by the Board of Directors. Unless otherwise ordered by the Board of Directors, meetings of the executive committee may be called by the President or by the written request of two members of the executive committee. The President is the chair of this committee.
Officer of the Fair
Section 1.General: The officer of the fair shall be the Fair Director. The Board of Directors and the Fair Director shall agree upon a written contract, which is renewed at the beginning of each fiscal year of SLVRSF. The Fair Director shall become a non-voting, ex officio member of the board after contractual agreement has been reached.
Section 2. Authority and Duties of the Officer of the Fair: The officer of the fair shall have the authority, exercise the powers, and perform the duties otherwise specified by the Board of Directors or these Bylaws, except in events where the officer of the fair shall exercise such powers and perform such duties as may be required by law. In cases where the duties of any officer or agent are not prescribed by these Bylaws or by the Board of Directors such officer or agent shall follow the orders and instructions of the President. The Fair Director is responsible for implementing the resources provided by the Board of Directors to administer and cause to be administered all aspects of arranging and executing the annual regional science fair.
The Board of Directors shall have power to make, amend, and repeal the bylaws of the corporation by a two-thirds majority vote at any regular or special meeting of the board, provided that fifteen (15) days prior written notice of any proposed amendment, which includes the text of the amendment, has been given to each director.
In the event of the dissolution of SLVRSF and after the payment or the provision for payment of all the liabilities of the corporation, the Board of Directors in its sole discretion shall transfer all remaining net assets of SLVRSF to any non-profit 501 (c) (3) organization(s) that exhibit similar purposes and objectives to that of the SLVRSF. The non-profit organization(s) must have Internal Revenue Service tax-exempt status during the year the dissolution occurs. Any assets not so disposed of, will be disposed of by a court of competent jurisdiction in the county in which the principal office of the corporation is then located.
Section 1. Books and Records: The Corporation shall keep correct books and financial records and shall also keep minutes of the proceedings of its Board of Directors, the advisory committee, and all committees established by the Board of Directors. All books and records of the corporation may be inspected by an accredited representative of any designated sponsoring organization; or any director, or his/her agent or attorney for any proper purpose at any reasonable time. All books and records shall be kept in a form necessary to comply with any and all requirements of the Internal Revenue Service for maintaining the Corporation’s IRS 501 (C) (3) status. All written records and other documents relating to the corporation are the property of the corporation.
Section 2. Selection of Members to the Board of Directors: Members of the Board of Directors will be residents of the San Luis Valley (SLV) as defined by the contiguous six (6) counties, Alamosa, Conejos, Costilla, Mineral, Rio Grande and Saguache. Other Colorado counties, who are directed by the Colorado State Science Fair to participate in the SLV RSF, may also petition to have representation on the SLV RSF Board and must follow the nomination/application process. The Corporation makes reasonable attempts to solicit board Members from all regions of the SLV. The Corporation will select new members to the Board of Directors using the following procedure: Candidates may volunteer or may be encouraged by current Board Members to apply for membership. The candidates must complete an application form that indicates their commitment to the SLVRSF, their interest in Science, Mathematics, and /or Engineering, their experience and/or interest in working with school children, and their commitment to attend Board meetings and be active members. The current Board of Directors examines the applications and selects the individual(s) best meeting the desired criteria.
Section 3. Resignation from the Board: Any Board of Director may resign his/her office at any time. Such resignation must be made in writing and must be forwarded to the President of the Board, for action at the next special or regular board meeting. The resignation of any director shall take effect upon receipt of said notice.
Section 4. Vacancies: Vacancies of the Board of Directors due to death, resignation, or other cause may be filled by election by the remaining members of the Board of Directors, for the unexpired term of his/her predecessor in office.
In the event that a member of the San Luis Valley Regional Science Fair Board of Directors has tendered his/her resignation to be effective at some time in the future and a replacement has been identified and accepted by the current Directors, the replacement Director shall be considered an Interim Director until the current Director’s resignation is effective at which time the Interim Director becomes a Director. The Interim Director shall have all of the rights and responsibilities of a Director.
Section 5. Removal of Board of Director Members: Any member of the Board of Directors may be removed at anytime, with or without cause, by a 2/3 vote of the total Board of Director membership, whenever, in the Board’s judgment, the best interests of the corporation would be served thereby.
Section 6. Indemnification of Directors and Officers: Each director and officer of this corporation, whether or not then in office, and such director or officer’s personal representatives, shall be indemnified by the corporation to the maximum extent allowed by Colorado law including, but not limited to, all costs and expenses actually and reasonably incurred by such director or officer in connection with the defense of any action, suit, or proceeding in which such director may be made a party by reason of being or having been such director or officer except in relation to matters as to which such director or officer shall be finally adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty to the corporation. Such costs and expenses shall include amounts reasonably paid in settlement for the purpose of curtailing the costs of litigation, but only if the corporation is advised in writing by its counsel that in counsel’s opinion the person indemnified did not commit such negligence or misconduct. The foregoing right of indemnification shall not be exclusive of other rights to which such director or officer may be entitled as a matter of law or by agreement.
Section 7. Presumption of Assent: A director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting or unless they shall file written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 8. Fiscal Year: The Corporation’s financial records shall be kept on the basis of the fiscal year of September 1 through August 31.
Section 9. Designated Contributions: The Corporation may accept any designated contribution, grant, bequest, or device consistent with its general tax-exempt purposes, as set forth in the Articles of Incorporation. As so limited, donor-designated contribution will be accepted for special funds, purposes or uses, and such designations generally will be honored. However, the corporation shall reserve control of all rights, titles and interests, of such contributions, as well as full discretion as to the ultimate expenditure or distribution thereof in connection with and any such special fund, purpose or use. Further, the corporation shall acquire and retain sufficient control over all donated funds (including designated contributions) to assure that such funds will be used to carry out the corporation’s tax-exempt purposes.
Section 10: Conflict of Interest: If any person who is a Director or Officer of the corporation is aware that the corporation is about to enter into any business transaction directly or indirectly with such person, any member of such person’s family, or any entity in which such person has any legal, equitable or fiduciary interest or position, including without limitation as a director or officer, such person shall a) immediately inform those charged with approving the transaction on the behalf of the corporation of such person’s interest or position b) aid the person’s charged with making the decision by disclosing any material facts within such person’s knowledge that bear on the advisability of such transaction from the standpoint of the corporation and c) not be entitled to vote on the decision to enter into such transaction.
Section 11: Nondiscrimination Policy: SLVRSF is committed to a policy of fair representation on the Board of Directors and will not discriminate on the basis of race, disability, sex, color, religion, sexual orientation, geographical area, ethnicity or age.
Section 12: Compensation and Expenses: No compensation will be paid to any member of the Board of Directors for services as a member of the board. By resolution of the Board, reasonable expenses may be allowed for attendance at regular and special meetings of the Board and for special services rendered by any director.
Section 13: Revocation: Upon amendment of these by laws, the current bylaws now in existence and all amendments thereto, shall be repealed.
These bylaws are adopted and approved by this date