As amended July 12, 2015
ARTICLE I – GENERAL
SECTION 1. Name. The name of this organization is NAPO Colorado (“the
Chapter”) The Chapter shall at all times function as an independent legal entity
incorporated under the Colorado Revised Nonprofit Corporation Act (“the Act”),
as revised. The Chapter is related to NAPO, Inc., doing business as the National
Association of Professional Organizers (“NAPO”) through a Chapter Affiliation
Agreement (“the Affiliation Agreement”).
SECTION 2. Geographic Area and Offices. The Chapter will operate and serve
members within the Geographic Area designated by NAPO in the Affiliation
Agreement (“Colorado”). The Chapter shall maintain a principal office in the
Geographic Area as determined from time to time by the Chapter’s Board of
Directors. The Chapter shall maintain a registered office and a registered agent
in Colorado as determined from time to time by the Chapter’s Board of Directors.
SECTION 3. Purposes. The purposes of the Chapter shall be as set forth in the
Chapter’s Articles of Incorporation. The Chapter will support and adhere to the
objectives, Code of Ethics, and other policies, procedures and standards for
chapters as established by NAPO.
SECTION 4. Limitations.
(a) All policies and activities of the Chapter shall be consistent with the
Articles of Incorporation of the Chapter, the Articles of Incorporation of
NAPO, the Chapter Affiliation Agreement, these Bylaws, the NAPO Bylaws,
applicable federal, state and local antitrust laws, or other requirements
applicable to tax-exempt organizations, including the requirements that
the Chapter not be organized for profit and that no part of its net earnings
inure to the benefit of any private individual.
(b) Except as may be required by applicable law or as agreed between the
Chapter and NAPO, these Bylaws may not conflict with NAPO’s Bylaws,
with any policies, procedures, rules or directives for chapters established or
authorized by NAPO, or with the Affiliation Agreement, the terms of which
shall take precedence over any inconsistencies in these Bylaws unless the
terms of the Affiliation Agreement are inconsistent with Colorado statutes.
In the event of a conflict between the terms of the Affiliation Agreement
and the terms of these Bylaws, the Chapter shall be governed by and
adhere to the terms of the Affiliation Agreement unless the terms of the
Affiliation Agreement are inconsistent with Colorado statutes.
(c) The Chapter shall not have the power to obligate or otherwise make NAPO
liable for any expenditures or commitments, unless such expenditures or
commitments shall first have been approved by NAPO.
(d) The Chapter’s authorization to operate as a chapter of NAPO may be
revoked by NAPO or surrendered by the Chapter in accordance with the
provisions of the Affiliation Agreement.
ARTICLE II – MEMBERSHIP
SECTION 1. Eligibility.
(a) Persons or entities who or which are members of NAPO in good standing
and engage in the organizing and productivity industry shall be eligible to
become members of the Chapter in such membership categories as are
consistent with NAPO’s membership categories, unless otherwise specified
in the Chapter’s membership categories.
(b) Persons or entities who or which meet the eligibility requirements for
membership in the Chapter and are willing to subscribe to the Chapter’s
Bylaws, Code of Ethics, policies and procedures shall be admitted to the
(c) Revocation or suspension of membership by NAPO shall automatically
constitute revocation or suspension of membership in the Chapter.
SECTION 2. Member Rights. Members of the Chapter shall, with respect to the
operation and governance of the Chapter, have rights substantially similar to
those afforded to members of NAPO. Professional, Provisional, Employee of
Professional, Emeritus, Corporate Associate, Allied, Academic, and Student
members in good standing shall be entitled to vote on matters submitted to a
vote of the Chapter members. All members in good standing except Provisional,
Employee and Student members are eligible to serve on the Board of Directors,
but only Professional Members in good standing are eligible to serve as an officer
of the Chapter.
SECTION 3. Dues. Chapter members shall be required to pay Chapter dues in
such amounts and at such times as determined by the Board of Directors,
provided that such amounts do not exceed dues set by the NAPO Board of
Directors for national membership. Chapter dues are non-refundable.
SECTION 4. Resignation. A Chapter member may resign from the Chapter by
submitting a written resignation to the Chapter President; resignation does not
relieve a member from liability for the full annual dues or other obligations
accrued and unpaid as of the date of resignation.
SECTION 5. Suspension/Expulsion. A Chapter member shall be automatically
expelled without action of the Board of Directors for failure to pay applicable
dues for more than thirty (30) days, or for failure to meet the eligibility
requirements for membership. A Chapter member may be suspended or
expelled by the Board of Directors for conduct detrimental to the best interest of
the Chapter if the member is provided with not less than fifteen (15) days
advance written notice of the reason for the proposed suspension or expulsion
and an opportunity to contest the proposed suspension or expulsion, in writing
or in person before the Board of Directors, at least five (5) days before the
effective date of the expulsion or suspension. The Board will provide final written
notice of the Board’s decision at least three (3) days prior to its effective date.
ARTICLE III – MEMBERSHIP MEETINGS AND VOTING
SECTION 1. Place of Meetings. All meetings of the members shall be held at
such place, either within or outside the state of Colorado as from time to time
may be fixed by the Board of Directors. The Board of Directors may determine to
hold any meeting of the members by means of the internet, conference
telephone, or other electronic communications technology to the extent
permitted under the Act.
SECTION 2. Annual, Regular and Special Meetings. An annual meeting of the
members of the Chapter shall be held at least once each calendar year on a date
and at a location determined by the Board of Directors. Regular meetings of the
members shall be held on such dates and at such times and locations as
determined by the Board of Directors. Special meetings of the members may be
called by the President, by a majority of the Board of Directors or by members
having ten percent (10%) of the votes entitled to be cast at a meeting attended
by all voting members.
SECTION 3. Notice of Meetings. Notice of all meetings of the members shall be
delivered to the members in any manner permitted under the Act from time to
time. Notice of a special meeting of the members shall specify the purpose or
purposes of the meeting, and only business within such purpose or purposes may
be transacted at such a meeting.
SECTION 4. Quorum. Twenty-five percent (25%) of the voting members in good
standing shall constitute a quorum for the transaction of business at a meeting of
the members. Unless otherwise provided herein or in the Act, the vote of a
majority of the voting members present at a meeting at which a quorum is
present shall be the act of the membership.
SECTION 5. Voting. Unless otherwise provided herein or in the Act, each
member entitled to vote will be entitled to one vote on each matter submitted to
a vote at a meeting of members.
SECTION 6. Proxies. Members shall not be entitled to vote by proxy.
SECTION 7. Action Without a Meeting. Any corporate action required or
permitted to be taken by the voting members at a meeting of the members may
be taken without a meeting if the corporate action is taken by the voting
members either by the unanimous written consent procedure or by any action by
ballot procedure specified in or permitted by the Act.
ARTICLE IV – BOARD OF DIRECTORS AND OFFICERS
SECTION 1. Authority. The Board of Directors shall have responsibility for the
supervision, control and direction of the affairs and activities of the Chapter. The
Board of Directors shall maintain fiscal well-being of the Chapter. The Board of
Directors shall act collectively; no individual member of the Board of Directors or
of the Chapter shall have any power or authority to act on behalf of the Chapter
unless specifically authorized and empowered by the Board of Directors to so act.
SECTION 2. Performance of Duties. A member of the Chapter Board of
Directors will perform his or her duties as such, including his or her duties as a
member of any committee of the Board on which he or she may serve, in good
faith, in a manner he or she reasonably believes to be in the best interests of the
Chapter, and with such judgment as an ordinarily prudent person in a like
position would use under similar circumstances. In performing his or her duties, a
member of the Chapter Board of Directors will be entitled to rely on information,
opinions, reports, or statements, including financial statements and other
financial data, in each case prepared or presented by persons and groups listed in
paragraphs (a), (b), and (c) of this Section 2; but a member of the Chapter Board
of Directors will not be considered to be acting in good faith if he or she has
knowledge concerning the matter in question that would cause such reliance to
be unwarranted. A person who so performs his or her duties will not have any
liability by reason of being or having been a member of the Chapter Board of
Directors. Those persons and groups on whose information, opinions, reports,
and statements a director is entitled to rely on are:
(a) One or more officers or employees of the Chapter whom the member of
the Chapter Board of Directors reasonably believes to be reliable and
competent in the matters presented;
(b) Counsel, public accountants, or other persons as to matters which the
member of the Chapter Board of Directors reasonably believes to be in
such persons’ professional or expert competence; or
(c) A committee of the Board on which the member of the Chapter Board of
Directors does not serve, duly designated in accordance with the provision
of the Articles of Incorporation or the Bylaws, as to matters in its
designated authority, which committee the member of the Chapter Board
of Directors reasonably believes to merit confidence.
SECTION 3. Structure; Qualifications. The Board of Directors shall consist of
three to five officers and up to seven additional directors. All members of the
Chapter Board of Directors shall be elected by the voting members. The Board of
Directors shall define the roles and obligations of each officer and director,
consistently with the provisions of Article V of the NAPO Bylaws and subject also
to the provisions of the Act regarding the obligations of the President and the
Treasurer. A person may serve simultaneously in more than one position,
provided that the offices of President, Treasurer and Secretary are held by three
separate persons and provided that each member of the Board of Directors has
only one vote. Members of the Chapter Board of Directors must be a natural
person eighteen years of age or older, and a voting member of the Chapter.
(a) Officers. The required officers of the Chapter shall be President, Treasurer
and Secretary. The Chapter may, at its discretion and from time to time,
establish the offices of Vice President/President-Elect and Immediate Past
(b) Directors. The Chapter may establish at its discretion and from time to
time the following directorships; however, no other directorships may be
created or established by the Chapter: Director of Administration, Director
of Marketing, Director of Membership, Director of Professional
Development, Director of Communications and Technology, Corporate
Associate Member Director and Director at Large (in the absence of an
Immediate Past President).
SECTION 4. Term. The term of office for all members of the Board of Directors
shall be one year in duration. Members of the Board of Directors may serve
successive terms. Each member of the Board of Directors shall hold office until his
or her successor shall have been elected and qualified, or until he or she has
provided written notice of resignation. There shall be no limit on the number of
consecutive terms an individual may serve on the Board of Directors.
SECTION 5. Nomination and Election of Board of Directors. During the first
quarter of the fiscal year, the President shall, with the consent of the Board of
Directors, appoint a Nominating Committee Chair for the purpose of placing in
nomination the names of eligible persons for each elective position to be filled
for the ensuing year. All officers and directors shall be elected by the voting
members no later than the second quarter of the fiscal year at a regular meeting
of the members or by mail or electronic mail ballot. All newly elected members of
the Board of Directors shall take office on May 15.
SECTION 6. Removal/Resignation of Officers and Directors. An officer or
director may be removed for cause by a vote of the voting members. An officer
or director may be removed by the Board of Directors only as specifically
permitted in the Act. An officer or director may resign at any time by providing
written notice of resignation to the President or, in the case of the resignation of
the President, to the Secretary. An officer or director who is absent from two
consecutive regular meetings of the Board of Directors shall, unless such
absences are excused by the affirmative act of the Board of Directors, be deemed
to have resigned from the Board of Directors and from any office held.
SECTION 7. Vacancies. Any vacancy occurring in the Board of Directors shall be
filled by a successor appointed by the Board of Directors in its sole discretion.
The term of any successor appointed in accordance with the immediately
preceding sentence shall serve the remaining portion of the term of the vacated
SECTION 8. Compensation. Members of the Board of Directors shall not receive
any compensation for their service as such, but the Board of Directors may by
resolution authorize reimbursement of expenses incurred in the performance of
ARTICLE V – BOARD OF DIRECTORS MEETINGS AND VOTING
SECTION 1. Place of Meetings. The Board of Directors may designate any place,
either within or outside the state of Colorado as the place of meeting for any
Regular or Special Meetings. A meeting of the Board of Directors may be held,
and directors may, if so determined by the Board of Directors, participate in any
meeting of the Board of Directors, by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear and speak to each other, and participation by such means shall
constitute presence in person at such meeting and waiver of any notice
SECTION 2. Regular and Special Meetings. At least one regular meeting of the
Board of Directors shall be held annually. All regular meetings of the Board of
Directors shall be held at such dates and times as from time to time may be fixed
by the Board of Directors. Special meetings of the Board of Directors may be
called by the President or by a majority of the Board of Directors. Notice of a
special meeting shall state the purpose of the meeting, and no other business
shall be conducted at such a meeting. Attendance of a member of the Board of
Directors at any special meeting shall constitute a waiver of notice of such
meeting, except when the member of the Board of Directors attend a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
SECTION 3. Notice of Meetings. Notice of all meetings of the Board of
Directors shall be delivered to the members of the Board of Directors in
accordance with the terms of this Section 3 or, at the discretion of the Board of
Directors, in any other manner that may be permitted under the Act from time to
time, notwithstanding anything to the contrary stated in this Section 3. Notice of
regular meetings of the Board of Directors shall be given not less than twenty
(20) days nor more than sixty (60) days before the date of such meeting. Notice
of special meetings of the Board of Directors shall be given at least twenty-four
(24) hours before the day of the meeting.
SECTION 4. Quorum. A majority of the number of all members of the Board of
Directors serving at the time of any meeting shall constitute a quorum for the
transaction of business. Each member of the Board of Directors shall have one
vote on all matters submitted to a vote of the Board of Directors. Unless
otherwise required by the Act, the act of a majority of members of the Board of
Directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors. Less than a quorum may adjourn any meeting.
SECTION 5. Proxies. Members of the Board of Directors shall not be entitled to
vote by proxy.
SECTION 6. Action Without Meeting. The President may submit issues to the
Board of Directors for a vote by written consent. The President’s submission to
the Board of Directors may occur by mail or by electronic means, provided that,
in order to constitute the action of the Board, unanimous written consent must
be obtained in the form of one or more signed counterpart documents. Any
action taken or resolution passed by unanimous written consent shall be
reported at the next regular meeting of the Board of Directors. Notwithstanding
the foregoing, the Board of Directors may take action without a meeting by any
other procedure that may be permitted under the Act from time to time.
ARTICLE VI – COMMITTEES AND TASK FORCES
SECTION 1. Standing Committees. The standing committees of the Chapter
shall be Executive and Nominating. The Executive Committee, comprised of the
elected officers of the Chapter, shall have the authority of the Board of Directors
between meetings of the Board.
SECTION 2. Other Committees and Task Forces. The Board of Directors may
establish various other committees and task forces to carry on the affairs of the
Chapter. The composition of each committee and task force and the manner of
election or appointment of its members shall be determined by the Board of
Directors. The rules in these Bylaws governing the Board of Directors shall also
apply to committees and task forces of the Chapter.
SECTION 3. Compensation. No member of the Chapter serving in a volunteer
capacity on a committee or task force shall receive compensation for services
rendered to the Chapter in that capacity; however, the Board of Directors may by
resolution authorize reimbursement of expenses incurred in the performance of
ARTICLE VII – FINANCES
SECTION 1. Fiscal Year. The fiscal year of the Chapter shall be the same as the
fiscal year of NAPO.
SECTION 2. Budget. A budget for the ensuing year shall be approved by the
Board of Directors at the last Regular Meeting of the Board of Directors of each
ARTICLE VIII – INDEMNIFICATION AND INSURANCE
The Chapter shall, to the fullest extent permitted by the Act and by the U.S.
Internal Revenue Code, defend and indemnify any person who is or was an
officer, director, employee or agent of the Chapter from and against any and all
expenses and liabilities actually and necessarily incurred by or imposed upon
such person in connection with any claim, action, suit or proceeding (whether
actual or threatened, civil, criminal, administrative or investigative, including
appeals) to which such person may be or is made a party by reason of being or
having been such officer, director, employee or agent. The Board of Directors
may authorize the purchase, either by the Chapter or by NAPO, of insurance on
behalf of any current or former director, officer, employee or agent of the
Chapter against any liability asserted against or incurred by such person which
arises out of such person’s status in such capacity.
ARTICLE IX – MISCELLANEOUS
SECTION 1. Chapter Affiliation Agreement. The Chapter, its Officers, Directors,
and agents shall at all times act consistently with the terms of the Affiliation
Agreement and with all other requirements imposed by NAPO under the terms of
the Affiliation Agreement unless the terms of the Affiliation Agreement are
inconsistent with Colorado statutes.
SECTION 2. Books and Records. The Chapter shall keep correct and complete
books and records of accounts and shall also keep minutes of the proceedings of
its members, Board of Directors and committees having any of the authority of
the Board of Directors, and the names and members of all of its committees, and
shall keep at this principal office a record containing the names, addresses and
classifications of all of its members, whether voting members or otherwise.
Members shall have only such rights to inspect the books and records of the
Chapter as are provided in the Act. The Chapter will make its books and records
available to NAPO for review at any time.
SECTION 3. Annual Report to the Association. The Chapter will submit an
annual report to NAPO in such form and at such time as determined by NAPO.
SECTION 4. Contracts. The Chapter’s Board of Directors may authorize any
officer, director, agent or employee of the Chapter to enter into or execute any
contract on behalf of the Chapter. However, without such authorization, no
person has the power or authority to bind the Chapter under any contract or
agreement, to pledge the Chapter’s credit, or to render the Chapter liable for any
purpose or in any amount.
SECTION 5. Conflict of Interest Policy. The Chapter’s Board of Directors shall
adopt a conflict of interest policy and annual disclosure process that is consistent
with NAPO’s conflict of interest policy and disclosure process.
SECTION 6. Amendments. Amendments to these Bylaws shall be made by a
majority vote of the Board of Directors followed by a majority vote of the voting
members, provided that the notice for each Board or membership meeting at
which any Bylaw amendment is voted upon shall include a summary of the
proposed amendment. No amendment to the Bylaws shall be effective until it
has also been approved by the Board of Directors of NAPO.
SECTION 7. Parliamentary Rules. The most recent edition of Robert’s Rules of
Order shall be the governing parliamentary rules of the Chapter, but only to the
extent that such Rules are not inconsistent with the Act, the Chapter’s Articles of
Incorporation, these Bylaws, or policies and procedures duly adopted by the
Chapter’s Board of Directors.
SECTION 8. Waiver of Notice. Whenever any notice whatsoever is required to
be given under the provisions of the Act or under the provisions of the Articles of
Incorporation or Bylaws of the Chapter or any other applicable provision of
applicable law, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice.
Adopted: December 2, 2015
Judith A. Houlding