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 BYLAWS OF THE COLORADO SPRINGS CHINESE CULTURAL INSTITUTE

A Colorado Non-Profit Corporation


These BY-LAWS ("By-Laws") pertain to the Colorado Springs Chinese Cultural Institute (the "Corporation"), a Colorado non-profit corporation formed on November 22, 2000, in Colorado Springs, Colorado. These By-Laws are adopted as of May15, 2001 and as amended May 11, 2005. (See note at end.)


ARTICLE I: OFFICES


SECTION 1.1. NAME & PRINCIPAL OFFICE. The name of the Corporation shall be Colorado Springs Chinese Cultural Institute referred to hereafter in this document as CSCCI or the Corporation. The principal office of the Corporation in the State of Colorado shall be located in the City of Colorado Springs, El Paso County.


SECTION 1.2. OTHER OFFICES. The Corporation may have such other offices, either within or without the State of Colorado, as the Board of Directors may designate, or as the business of the Corporation may require.


ARTICLE II: MISSION AND PURPOSES


SECTION 2.1. MISSION AND PURPOSES. CSCCI exists for the purpose of providing a forum for greater appreciation of Chinese culture through education and social interaction, and to offer resources and networking to more fully integrate Chinese into the local community.


CSCCI is organized and operated exclusively for education, cultural exchanges, networking and public outreach purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Notwithstanding any other provision contained herein, the Corporation shall not carry on any activities not permitted to be carried on by a Corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, or any future corresponding law.


No substantial part of the activities of this Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and PPO shall not participate or intervene (including publishing or distributing statements) in any political campaign on behalf of any candidate for public office.


CSCCI is a non-partisan, non-religious and non-political organization that welcomes all to participate in its programs and to advance its mission.


ARTICLE III: MEMBERS


SECTION 3.1. NO MEMBERS. In accordance with CSCCI’s Articles of Incorporation (“Articles”), this Corporation shall make no provision for voting members. There may be, however, CSCCI sponsored programs with subscribers or members and / or “membership” levels for contributions.


ARTICLE IV: BOARD OF DIRECTORS


SECTION 4.1. NUMBER OF DIRECTORS. The Corporation shall have not less than seven (7), nor more than fifteen (15), members of the Board of Directors (“Directors”) at all times, and collectively they shall be known as the Board of Directors (“Board”). These numbers may be changed by an amendment of these By-Laws as provided herein.


SECTION 4.2 OFFICERS, DUTIES/AUTHORITY, TERM OF OFFICE. The Board of Directors shall include the following officers: Chairperson, Vice-Chairperson, Secretary and Treasurer and President. Any Director may occupy more than one such office, except that the Chairman cannot hold any other office. These officers shall each hold their offices for a term of one year, and shall be elected at the annual meeting of the Board.


    1. Duties of Chairperson. The Chairperson shall preside at all meetings of the Board, and shall have such other powers and duties as may be prescribed by law, by the Articles, by the By-Laws or as prescribed by the Board.


    1. Duties of Vice-Chairperson. In the absence of the Chairperson, or in the event of the Chairperson’s inability or refusal to act, the Vice-Chairperson shall perform all duties of the Chairperson, and when so acting shall have all the powers of, and be subject to all the restrictions on, the Chairperson. The Vice-Chairperson shall have such other powers and duties as may be prescribed by law, by the Articles, by the By-Laws or as may be prescribed by the Board.


    1. Duties of the Secretary. The Secretary shall:


      1. Keep the Minutes of all Board meetings in one or more books provided for that purpose, recording therein the time and place of the meeting;

      2. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;

      3. Be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized;

      4. Keep a register of the post office address of each Director which shall be furnished to the Secretary by such Director;

      5. In general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Chairman or the Board.


    1. Duties of the Treasurer. The Treasurer shall:


      1. Have charge and custody of, and be responsible for, all funds and securities of the Corporation;

      2. Receive and give receipts for money due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VII of these Bylaws;

      3. Report on the financial status of the Corporation at the annual meeting, other regular meetings, or whenever demanded by the Board; and

      4. In general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Chairperson or the Board.


SECTION 4.3. POWERS OF BOARD OF DIRECTORS. The business and affairs of the Corporation and all corporate powers shall be exercised by its Board, except as otherwise provided in the Colorado Nonprofit Corporation Act, the Articles or these By-Laws.


SECTION 4.4. DUTIES OF BOARD OF DIRECTORS. It shall be the duty of the Board, by and through the voting Directors, to:


  1. Perform any and all duties imposed on them collectively or individually by law, by the Articles or by these By-Laws;

  2. Determine policy and supervise the President’s implementation of such policy, and monitor progress thereon;

  3. Select, discharge, and evaluate the President, and approve any job description for the position of President;

  4. Approve compensation and job description for key employees of the Corporation;

  5. Monitor and evaluate the program(s) of the Corporation at least annually, and review financial statements of the Corporation at least quarterly;

  6. Review, approve, and adopt budgets for the Corporation;

  7. Approve the signing of all contracts and formal agreements on behalf of the Corporation by the Chairperson of the Board or the President;

  8. Meet at such times and places as are required by these By-Laws;

  9. Periodically review the Corporation’s Articles and these By-Laws; and

  10. Provide the Secretary with all current addresses (physical, postal, and electronic), telephone numbers and any fax numbers for all Directors.


SECTION 4.5. ELECTION, TENURE AND QUALIFICATIONS OF DIRECTORS. The Board, by vote of a majority of Directors, may admit any person as a Director. Each Director shall hold office for a term of two years from the date of his or her admission to the Board, and until his or her successor is selected and qualified. Board membership shall not be restricted on the basis of sex, age or ethnic origin. Directors need not be residents of the State of Colorado. Directors may serve for as many terms as they are elected.


SECTION 4.6 VACANCIES. Any director may resign at any time by giving written notice to the Chairman or the Secretary. Such resignation shall take effect at the time specified therein, and if not specified therein, it shall take effect upon receipt and the acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring in the Board for any reason may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office and until his or her successor is elected and qualified, or until his or her death, resignation or removal.


SECTION 4.7. COMPENSATION. Directors shall not receive compensation for their services as such, although the reasonable expenses of Directors for attendance at Board meetings and for acting on behalf of the Corporation may be paid or reimbursed by the Corporation. Directors shall not be disqualified from receiving reasonable compensation for services rendered to or for the benefit of the corporation in any other capacity. Any compensation paid to any Director shall be made in a manner that will not jeopardize the tax-exempt status of the Corporation.


SECTION 4.8. ANNUAL AND REGULAR MEETINGS. The annual meeting of the Board shall be held each year at such date, time and place as may be fixed by the Board. At least three additional meetings shall be held each year at such date, time and place as may be fixed by the Board.


SECTION 4.9. SPECIAL MEETINGS. Special meetings of the Board may be called by the Chairperson, the President, or by any three Directors, and such meetings shall be held in Colorado and at the place designated by the person or persons calling the meeting.


SECTION 4.10. REMOVAL. Any Director may be removed for cause, at any time, by a vote of no less than a majority of the entire the Board, at any special meeting called for that purpose or in any other manner provided in the Colorado Non-Profit Corporation Code.


SECTION 4.11. NOTICE OF MEETINGS. Regular meetings of the Board, if previously established by Resolution of the Board, may be held without notice; absent such resolution, notice of regular quarterly meetings shall be given at least ten (10) days in advance of the meeting by mailing notice to the Directors.

Special meetings of the Board may be held upon four(4) days’ notice if notice is given by mail, or upon forty-eight (48) hours’ notice if notice is given by telephone, telefax or e-mail. Notice of the time and place of resuming an adjourned meeting need not be given to Directors absent from the meeting adjourned.


SECTION 4.12. CONTENTS OF NOTICE. Notices of meetings of the Board shall specify the place, day, hour, and purpose of the meeting.


SECTION 4.13. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS. The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present at the meeting, and provided that either before or after the meeting each Director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meetings.


SECTION 4.14. PRESUMPTION OF ASSENT. A Director who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary within forty-eight (48) hours after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.


SECTION 4.15. QUORUM FOR MEETINGS. A quorum shall consist of a simple majority of members from the entire Board. Except as otherwise provided herein, or by law, no business shall be considered by the Board at any meeting at which a quorum, as herein defined, is not present, and the only motion, which the Chairperson of the meeting shall entertain at such meeting, is a motion to adjourn.


SECTION 4.16. MANNER OF ACTING. Each Director shall be entitled to one (1) vote and a vote of a majority of Directors present at a meeting which a quorum is present shall be the act of the Board unless a greater number is specifically required by these By-Laws, by the Articles or by law.


SECTION 4.17. ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or permitted to be taken by the Board or by a committee thereof at a meeting may be taken without a meeting if done in accordance with the provisions of the Colorado Non-Profit Corporation Code, and a consent in writing, setting forth the action so taken, shall be signed by all of the Directors or all of the committee members entitled to vote with respect to the subject matter thereof. Such unanimous written consent shall be filed with the minutes of the Corporation. Any required certificate or document which relates to action so taken shall state that such action was taken by unanimous written consent of the Board without a meeting, and if necessary shall state that the By-Laws of this Corporation authorize the Directors to so act; such statement shall be prima facie evidence of such authority.


The President may obtain authority for action from the Board by telephone contact when prompt action prior to a regularly scheduled meeting is required; a majority telephone vote approving such action must be obtained before taking the action. Approval of such action shall thereafter be evidenced in a writing signed by all of the members of the Board and filed with the minutes of the Corporation; alternatively, such action may be ratified by the Board at its next meeting.


SECTION 4.18. PARTICIPATION BY ELECTRONIC MEANS. Any members of the Board or any committee designated by such Board may participate in a meeting of the Board or committee by means of telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.


SECTION 4.19. WRITTEN PROXIES. Any member of the Board may, by written proxy, designate any individual to act as a full representative of that Board member at any meeting of the Board. Names of proxies shall be recorded in the minutes of the meeting and any vote cast by said proxy shall be the same as if cast by the Board member authorizing the proxy.


SECTION 4.20. PERFORMANCE OF DUTIES. A Director shall perform his or her duties as a Director, including his or her duties as a member of any committee of the Board upon 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 Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his or her duties, a Director shall 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 4.19, but he or she shall 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 in good faith shall not have any liability by reason of being or having been a Director of the Corporation.


Those persons and groups on whose information, opinions, reports, and statements a Director is entitled to rely upon are:

  1. One or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented; or

  2. Counsel, public accountants, or other persons as to matters which the Director reasonably believes to be within such persons' professional or expert competence; or

  3. A committee of the Board upon which he or she does not serve, duly designated in accordance with the provision of the Articles or the Bylaws, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence.


SECTION 4.20. NON-LIABILITY OF DIRECTORS. No Director shall be personally liable for the debts, liabilities, or other obligations of the Corporation.


ARTICLE V: OFFICERS


SECTION 5.1. NUMBER OFFICERS. The Officers of the Corporation (Officer) shall be the Chairperson, Vice Chairperson, Secretary, Treasurer, President and any other such Officers as the Board may by resolution establish and elect from time to time. All such Officers shall serve such terms, have such authority, and perform such duties as may be prescribed by the Board and these By-Laws.


SECTION 5.2. QUALIFICATION, ELECTION AND TERM OF OFFICE. Any Director may serve as an Officer of the Corporation. Officers are not required to be members of the Board. Officers shall be elected for a one-year term by the Board at its annual meeting. Each Officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever shall first occur.


SECTION 5.3. REMOVAL AND RESIGNATION. Any Officer may be removed by the Board whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an Officer or agent shall not of itself create contract rights.


Any Officer may resign at any time by giving written notice to the Chairperson or the Secretary. Any such resignation shall be effective upon receipt of such notice or at a later date specified therein, and acceptance shall not be necessary to make it effective.


SECTION 5.4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by appointment made by majority vote of the entire Board, and temporary appointments may be made by the Chairperson or by the President, until vacancies are filled by such action of the Board.


SECTION 5.5. DUTIES OF THE PRESIDENT. The President shall be the chief executive officer of the Corporation and shall direct all aspects of the day-to-day operation of the Corporation’s business, shall represent the Corporation in all matters with respect to third persons or entities with respect to which the Board does not so act, and except as otherwise provided by law, by the Articles or by these By-Laws, shall execute all instruments in the name of the Corporation which the Board may from time to time prescribe. The President shall serve as an ex-officio member of the Board if he or she is not already a Director.


SECTION 5.6. COMPENSATION. The salaries of the Officers shall be fixed from time to time by the Board and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the Corporation. Any compensation paid to any Officer who is also a Director shall be made in a manner that will not jeopardize the tax-exempt status of the Corporation.


ARTICLE VI: COMMITTEES


SECTION 6.1. COMMITTEES. The Corporation may create any such committees as the Board of Directors may from time to time designate by resolution. Such committees may consist of persons who are not also Directors except for the Executive Committee, which shall consist of the Chairperson, Vice Chairperson, Secretary, Treasurer and President.


  1. The Executive Committee shall meet once a month to review the business of the Corporation, approve recommendations by he president as appropriate and make decisions with regard to policy and overall direction of the Corporation. Executive Committee decisions are ratified by the full board at the next subsequent board meeting following any decisions.


  1. Other committees may be created to focus on specific goals and functions of the Corporation such as cultural events, travel consulting, business, educational resources etc.


SECTION 6.2. MEETINGS AND ACTIONS OF COMMITTEES. Meetings and actions of committees shall be governed by, noticed, held, and taken in accordance with the provisions of these By-Laws regarding meetings of the Board of Directors, except that the time for regular or special meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The Board of Directors may adopt standing rules and regulations concerning the conduct of committee meetings to the extent that such rules are not inconsistent with the provisions of the By-Laws.


ARTICLE VII: BOARD OF ADVISORS


SECTION 7.1 MEMBERS AND CHAIRMAN. A Board of Advisors shall be constituted and members recruited based upon their professional qualifications, experience and the needs of the Corporation. Any person may be nominated and elected to the Board of Advisors by a majority of the Board of Directors. There are no limits regarding a minimum or maximum number of Advisors elected to the Board of Advisors. Members of the Board of Advisors serve for two-year terms without limits to the number of terms until they resign, are removed, or die.


SECTION 7.2 DUTIES. The duties of the Board of Advisors are to respond from time to time to the requests and requirements of the Corporation to the best of their ability based upon their professional qualifications and experience. The Board of Advisors are advisory only and do not have any powers of governance nor fiduciary responsibilities for the Corporation.


SECTION 7.3 MEETINGS. The Board of Advisors need not hold any minimum number of meetings and there are no voting powers of this board.


SECTION 7.4 NON-LIABILITY OF ADVISORS. No advisor shall be personally liable for the debts, liabilities or other obligations of the Corporation.


ARTICLE VIII: EXECUTION OF INSTUMENTS, LOANS, CHECKS, DEPOSITS, AND GIFTS


SECTION 8.1. EXECUTION OF INSTRUMENTS. The Board of Directors may authorize any Officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no Officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or to pledge the credit of or render the Corporation liable for any purpose or in any amount except by prior approval of the Board of Directors.


SECTION 8.2. LOANS. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. No loans shall be made by the Corporation to its Directors or Officers. Any Director or Officer who assents to or participates in the making of any such loan will be subject to removal and shall be liable to the Corporation for the amount of such loan until the repayment thereof.


SECTION 8.3. CHECKS AND NOTES. Except as otherwise specifically provided by resolution adopted by the Board or as otherwise required by law and these By-Laws, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by any two of the Chairperson, the Secretary, the Treasurer, or the President, or such other Officers or Directors as are designated by the Board of Directors.


SECTION 8.4. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board shall direct.


ARTICLE IX: INDEMNIFICATION


SECTION 9.1. INDEMNIFICATION PERMITTED. The Corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he or she is or was a Director, Officer, employee, fiduciary or agent of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe his or her conduct was unlawful.


The Corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a Director, Officer, employee, fiduciary or agent of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to he in, or not opposed to, the best interests of the Corporation; but no indemnification shall be made in respect of any claim, issue, or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court deems proper.


SECTION 9.2. INDEMNIFICATION REQUIRED. To the extent a Director, Officer, employee, fiduciary or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 8.1 of this Article, or in defense of any claim, issue or matter therein, the Corporation shall indemnify him or her against expenses (including attorney fees) actually and reasonably incurred by him or her in connection therewith.


SECTION 9.3. INDEMNIFICATION WHERE FOUND GUILTY IN CRIMINAL ACTIONS. No indemnification shall be made in respect of any criminal action or proceeding as to which a person covered by Section 8.1 shall have been adjudged to be guilty unless and only to the extent that the court in which such action or proceeding was brought shall determine upon application that, despite the adjudication of guilt, but in view of all the circumstances of the case, such person is entitled to indemnification for such expenses or fines which such court shall deem proper.


SECTION 9.4. DETERMINATION OF PERMITTED INDEMNIFICATION. Any indemnification under Section 8.1 of this Article (unless ordered by a court), and as distinguished from Section 8.2 of this Article, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, Officer, employee, fiduciary or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 9.1, above. Such determination shall be made by the Board of Directors of the Corporation by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or, if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.


SECTION 9.5. ADVANCEMENT OF EXPENSES. Expenses (including attorney fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt from the Director, Officer, employee, fiduciary or agent of a written affirmation of his or her good faith belief that he or she has met the standard of conduct set forth in Section 8.1 above, and upon receipt of an undertaking by, or on behalf of, the Director, Officer, employee, fiduciary or agent to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article.


SECTION 9.6. OTHER INDEMNIFICATION RIGHTS. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of Directors of the Corporation or disinterested Directors or otherwise, and any procedure provided for by any of the foregoing, or any present or future laws of this state, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, Officer, employee, fiduciary or agent and shall inure to the benefit of heirs, executors and administrators of such a person. In addition to indemnification rights granted under this Article, and not in lieu hereof, those indemnified hereunder shall be entitled to the same rights with respect to indemnification as are provided by statute under Section 7-3-101.5 of the Colorado Corporation Code, as the same may be amended from time to time.


SECTION 9.7. PERIOD OF INDEMNIFICATION. Any indemnification pursuant to this Article shall be applicable to acts or omissions which occurred prior to the adoption of this Article, and shall continue as to any indemnified party who has ceased to be a Director, Officer, employee, fiduciary or agent of the Corporation and shall inure to the benefit of the heirs and personal representatives of such indemnified party. The repeal or amendment of all or any portion of these By-Laws which would have the effect of limiting, qualifying or restricting any of the powers or rights of indemnification provided or permitted in this Article shall not, solely by reason of such repeal or amendment, eliminate, restrict or otherwise affect the right or power of the Corporation to indemnify any person, or affect any right of indemnification of such person, with respect to any acts or omissions which occurred prior to such repeal or amendment.


SECTION 9.8. INSURANCE. By action of the Board, notwithstanding any interest of the Directors in such action, the Corporation may, subject to Section 8.10 hereof, purchase and maintain insurance, in such amounts as the Board may deem appropriate, on behalf of any person indemnified hereunder against any liability asserted against him or her and incurred by him or her in his or her capacity as or arising out of his or her status as a Director, Officer or agent of the Corporation, whether or not the Corporation would have the power to indemnify him or her against such liability under applicable provisions of law. The corporation may also purchase and maintain insurance, in such amounts, as the Board of Directors may deem appropriate, to insure the Corporation against any liability, including without limitation, any liability for the indemnification provided in this Article.


SECTION 9.9. RIGHT TO IMPOSE CONDITIONS TO INDEMNIFICATION. The Corporation shall have the right to impose, as conditions to any indemnification provided or permitted in this Article or otherwise, such reasonable requirements and conditions as the Board of Directors may deem appropriate in each specific case, including but not limited to any one or more of the following:


  1. that any counsel representing the person to be indemnified in connection with the defense or settlement of any action shall be counsel that is mutually agreeable to the person to be indemnified and to the Corporation;

  2. that the Corporation shall have the right, at its option, to assume and control the defense or settlement of any claim or proceeding made, initiated or threatened against the person to be indemnified;

  3. that any and all Directors and Officers liability insurance proceeds available be exhausted prior to the Corporation’s expenditure of corporate funds for indemnification; and

  4. that the Corporation shall be subrogated, to the extent of any payments made by way of indemnification, to all of the indemnified person’s right of recovery, and that the person to be indemnified shall execute all writings and do everything necessary to assure such rights of subrogation to the Corporation.


SECTION 9.10. LIMITATION ON INDEMNIFICATION. Notwithstanding any other provision of these By-Laws, the Corporation shall neither indemnify any person nor purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with qualification of the Corporation as an organization exempt from federal income taxation under Section 501(a) of the Internal Revenue Code or would result in liability under Section 4941 of the Internal Revenue Code.


ARTICLE X: CORPORATE RECORDS AND SEAL


SECTION 10.1. MAINTENANCE OF CORPORATE RECORDS. The Corporation shall keep at its principal office in the State of Colorado minutes of all meetings of the Board and Committees of the Corporation, together with any notices or waivers of notice thereof; adequate and correct books and records of account; a record of its Board members; a copy of the Articles and By-Laws as amended to current date; all of which shall be open to inspection by the Board, by any Director, or by their designated agents or attorneys, at all reasonable times during regular office hours.


SECTION 10.2 CORPORATE SEAL. The Board may adopt and use a Corporate seal, which shall be kept at the principal office of the Corporation; failure to affix such seal to corporate instruments shall not affect the validity of any such instrument.


SECTION 10.3. ANNUAL FINANCIAL REPORT. The Board shall cause an annual financial report to be prepared and furnished to each Board member not less that 120 days following the close of each accounting year, which shall contain in appropriate detail a list of the assets and liabilities, including trust funds, of the Corporation as of the end of the accounting year; the principal changes in assets and liabilities, including trust funds, during the accounting year; the revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, if appropriate, for the accounting year; the expenses or disbursements of the Corporation, for both general and restricted purposes, during the accounting year. If desired or required by the Board, the annual financial report shall be accompanied by the report of an independent accountant/auditor.



ARTICLE XI: ACCOUNTING YEAR


SECTION 11.1. ACCOUNTING YEAR. The accounting year of the Corporation shall end on the last day of December of each year.


ARTICLE XII: AMENDMENTS


SECTION 12.1. AMENDMENT OF BY-LAWS. Subject to any provisions of law applicable to the amendment of By-Laws of a non-profit Corporation, these By-Laws, or any of them, may be altered, amended or repealed, and new By-Laws adopted, only by the approval of a majority plus one (1) of all current members of the Board.


SECTION 12.2 AMENDMENT OF ARTICLES. The Corporation shall amend its Articles as necessary to meet the requirements of the Colorado Nonprofit Corporation Law, or the requirements of the Internal Revenue Service if necessary to obtain, preserve, or maintain the tax-free status of the Corporation for income tax purposes. Any amendment of the Articles shall require the approval of a majority plus one (1) of all current members of the Board of Directors.


NOTE: The CSCSCCI Board of Directors voted unanimously at the May 11, 2005 board meeting to create a Board of Advisors and amend these By-laws accordingly. The decision is documented in the minutes of that meeting. Article VII was added and all subsequent Articles renumbered.


CERTIFICATE OF ADOPTION OF BY-LAWS


ADOPTION BY CURRENT DIRECTORS.


The undersigned Directors of the Colorado Springs Chinese Cultural Institute, Incorporated hereby adopt the foregoing By-Laws of said corporation.


Executed on May 16, 2001


Chairperson: _________________________________________


Vice Chairperson: __________________________________________


Secretary: __________________________________________


Treasurer: __________________________________________


Member: __________________________________________


Member: __________________________________________


Member: __________________________________________


Member: __________________________________________


Member: __________________________________________


Member: __________________________________________



CERTIFICATE OF SECTRETARY


I do hereby certify as follows:


That I am the duly elected, qualified and acting Secretary of the above named Corporation, that the foregoing By-Laws were adopted as the By-Laws of said corporation on the date set forth above by the Directors of said corporation.


IN WITNESS WHEREOF, I have hereunto set my hand on October 28, 2000.



_________________________

Secretary

 Tel: 719.287.7624  CSCCI P.O. Box 2625 Colorado Springs, CO 80901-2625 Email: web.cscci@gmail.com

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