6064 So. Taft. Way
Littleton, CO 80127
Phone: 303-322-9275
800-864-4317
ccmo@coloradomediation.org
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CCMO By-Laws
BY-LAWS OF THE COLORADO COUNCIL OF MEDIATORS AND MEDIATION ORGANIZATIONS, INC.
Article I
Corporate Name:
The name of the Corporation shall be THE COLORADO COUNCIL OF MEDIATORS AND MEDIATION ORGANIZATIONS, INC. (abbreviated CCMO), sometimes referred to in these By-Laws as the Corporation. The Corporation shall have a seal and other such books, records, and identifying marks as may be appropriate. Any references to “the statewide organization” and “CCMO” as used within these By-Laws shall be synonymous. The Board of Directors may designate a trade name for use by the Corporation in a manner it deems to be in the best interests of the Corporation.
Article II
Office Address:
The principal office of the Corporation shall be located within the State of Colorado at an address designated by the Board of Directors. The Corporation may have such other offices as the Board of Directors may select from time to time.
Article III
Purposes:
1. The purposes for which the Corporation was formed are those set forth in its Articles of Incorporation, as from time to time amended. The primary purposes of the Corporation are to promote the development and excellence of the mediation profession, and to promote the use and understanding of mediation as an alternative means of dispute resolution, to improve public understanding of the need for and uses of mediation, and to improve business conditions for mediators in the State of Colorado.
2. The Corporation is not formed for pecuniary or financial gain, and no part of the assets, income, or profits of the Corporation is distributable to or shall inure to the benefit of any member, trustee, director, or officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more purposes). No substantial part of the activities of the Corporation shall be the carrying on of any propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Article IV
Statewide Policies and Responsibilities:
1. Because the adversarial processes of adjudication through our legal system are often counterproductive or destructive to those involved in conflict situations, alternative methods of dispute resolution are valuable.
2. Mediation is a non-adversarial process for dispute resolution and conflict management which is likely to bring about relief and a lasting cooperative relationship for those facing such problems, and therefore is a desirable alternative in many situations.
3. Because the formal employment of mediation by various agencies and systems within society is a recent development, the Corporation seeks to foster the development of this process through education, dissemination of information, and other means available, for the good of the public.
4. The Corporation may cooperate with other organizations and agencies concerned with the profession of mediation, negotiation, alternative dispute resolution, and other related categories, but persons representing the Corporation in such matters shall make no commitments that bind the Corporation without prior approval of the Board of Directors.
5. The Statewide organization is responsible for:
A. Policy guidance
B. Oversight of Chapter activities
C. Administrative Support
D. Statewide marketing initiatives
E. Conferences
F. Sponsoring and helping establish local chapters
G. Administering the Code of Ethics
H. Lobbying
I. Referrals of potential clients
J. Dissemination of information
K. Certification process development
L. Taxes and audits
M. Guidelines membership review
N. Establishing membership categories
O. Grievance procedure administration
P. Any other role consistent with the mission and purpose of the organization.
Article V
Board of Directors:
1. The business and affairs of the Corporation shall be managed by its Board of Directors.
2. The number of directors of the Corporation shall be a minimum of twelve (12). Every chapter shall have at least one elected member serving on the CCMO Board of Directors. Should there be no statewide elected director from the Chapter already on the Board, the Chapter shall elect a director from that chapter to serve on the CCMO Board. Should a Chapter be represented by more than one director, the Chapter shall select on of such directors to serve as its liaison with the Corporate Board. The Chapter’s representative on the Board shall be responsible for generally keeping the Board informed of Chapter activities and keeping the Chapter informed of Board activities. Each director must have been a member of the Corporation for at least one year immediately prior to nomination. The Board of Directors may change the number of directors, without amendment of these Bylaws, consistent with changes in chapter representation. However, it may not authorize fewer than the minimum of twelve members, except for short periods due to resignations or other causes for temporary vacancies.
3. Directors shall be elected for a term of three years each and shall hold office until the annual membership meeting occurring at the expiration of their terms and until their successors have been elected and qualified. Directors elected in May of 1995, 1996, and1997, only, shall hold office three and one-half (3 1/2) years. Directors elected in subsequent years will revert back to three years terms. A director may be elected for no more than two consecutive terms. The terms of the directors shall be staggered to ensure continuity to the Corporation. No provision of this section shall restrict the right of the Board of Directors to fill vacancies as is provided elsewhere in this Article V.
4. Regular meetings of the Board of Directors shall be held monthly, unless otherwise determined by the board. The time and location of the regular meetings shall be determined by the board. The Board may meet in person or in any other manner acceptable to a majority of the members of the Board, including via telephone, internet, email, or any other method that facilitates full participation of the board.
5. Special meetings of the Board of Directors may be called by, or at the written request of, the President of the Corporation at any time or by either the President or Secretary of the Corporation upon the written request of any three directors. Notice of a special meeting shall be sent to each member of the Board of Directors at least seven (7) calendar days in advance of the meeting. At such meetings there shall only be considered such business as is specified in the notice of the meeting.
6. A majority of the members of directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum is not present at any meeting of the Board of Directors, the presiding officer may adjourn the meeting to a day and hour fixed by him/her.
7. The act of the majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The act of two-thirds (2/3) of the directors present at a meeting where a quorum is present shall be required for the hiring or firing of the officers of the Corporation.
8. Any vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining directors, even though less than a quorum of directors is present. A director elected to fill a vacancy shall be elected for the unexpired term of such person's predecessor in office and shall hold such office until such person's successor is duly elected and qualified.
9. The order of business of any regular meeting of the Board of Directors shall be as follows:
A. Calling of the roll.
B. Secretary's proof of due notice of the meeting.
C. Reading and disposal of unapproved minutes of prior meeting(s).
D. Reports of officers.
E. Reports of committees.
F. Old or unfinished business.
G. New business.
10. The Board of Directors shall use a consensual model in reaching all decisions.
11. In any action of the Board of Directors, even though not a quorum and although not a regularly called meeting, then the record thereof, if assented to in writing by a majority of the members of the board, shall be as valid and effective in all respects as if passed by the board at regular meetings at which a quorum was present.
12. Any director who shall not attend three (3) meetings of the Board of Directors within the space of a year may be removed by the majority action of the board.
13. Notice of all board meetings shall be given to all members by mail, email, telephone, facsimilie, or any other commonly accepted method of communication. All regular board meetings shall be open to all members in good standing of CCMO. The Board is authorized to call special meetings or designate portions of regular meetings during which it shall sit in executive session and the meeting or portion of meeting shall be open only to Board members and invited participants. The instances of closed meetings or portions of meetings shall be kept to a minimum and shall be limited to discussions of the following issues: personnel (paid or volunteer,) grievances or ethics complaints against members. Records from such meetings shall remain confidential. Decisions may remain confidential.
Article VI
Corporate Officers:
1. The officers of the Corporation shall be the following:
A. President
B. President-Elect
C. Vice-President
D. Secretary
E. Treasurer
Each officer shall be chosen from and elected by the Board of Directors. The offices of Secretary and Treasurer may be held by the same person. The Corporation may have one or more Vice-Presidents, an Assistant Secretary, and an Assistant Treasurer, who, in the absence of the Secretary or the Treasurer, or in the event of his/her inability or refusal to perform his/her duties as Secretary or Treasurer, shall perform the duties of Secretary and Treasurer and shall have all the powers and be subject to all restrictions of the Secretary or Treasurer and such other officers, agents and factors as may be deemed necessary and as may be determined by the Board of Directors and shall hold their offices for such terms and have such powers and duties as may be determined by said board.
2. The officers of the Corporation shall be elected annually by the Board of Directors at the first regular meeting of the Board of Directors after the annual membership meeting. The term of office for officers shall be one year. The term of office for officers elected in 1997 only shall be one and one-half (1 1/2) years. Each officer shall hold office until his/her successor shall have been duly elected and qualified or until his/her death, resignation or removal.
3. Any officer may be removed by the affirmative vote of two thirds (2/3) of the directors then in office, whenever in their judgment the best interest of the Corporation would be served thereby.
4. Any office which becomes vacant for whatever reason shall be filled by the Board of Directors at a special meeting of the board called for the purpose of filling the vacancy which was created.
Article VII
Duties of Corporate Officers:
1. President - The President shall be the principal executive officer of the Corporation and subject to the control of the Board of Directors. The President shall, in general, supervise and control all the business and affairs of the Corporation. He/she shall preside at all meetings of the members and Board of Directors. The President and Secretary shall sign deeds, mortgages, bonds, contracts, and other instruments which the Board of Directors shall have authorized to be executed. The President shall perform all duties instant to the office of President, and such other duties as may be assigned to him/her by the Board of Directors from time to time, and shall be empowered to appoint any committees and chairpersons for those committees as deemed necessary for the effective functioning of the Corporation.
2. President-Elect - The President Elect (who may also serve as Vice-President), will be a two year commitment. This person will work with the current president and will serve on the executive committee. At the conclusion of the President's term, the President-Elect will assume that position and a new President-Elect will be nominated.
3. Vice-President - In the absence of the President or in the event of his/her death, resignation, or his/her inability or refusal to perform his/her duties, the Vice-President shall perform the duties of the President and shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice-President shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors and shall be an ex officio member of any committee appointed by the President.
4. Secretary - The Secretary shall keep the minutes of the members and Board of Directors in one or more books provided for that purpose and shall see that all notices are duly given in accordance with the provisions of these By-Laws. The Secretary shall be the custodian of the corporate records and of the seal of the Corporation, and see that the seal of the Corporation is affixed to all instruments and documents which are duly authorized to be executed by the Board of Directors. The Secretary shall perform all duties instant to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
5. Treasurer - If required by the Board of Directors, the Treasurer shall obtain a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation. He/she shall supervise the receipt and giving of receipts for monies due and payable to the Corporation from any source whatsoever and cause to be deposited all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. The Treasurer shall perform all duties instant to the office of Treasurer and such other duties as may be assigned to him/her from time to time by the President or Board of Directors. The Treasurer shall establish and maintain a record of the Corporate income and expenditures and be prepared to present such accounting to the membership or officers or any duly authorized and identified person or persons when directed to do so by the Board of Directors. The Treasurer shall also prepare an annual financial report to be presented at the annual meeting.
Article VIII
Amendments:
Except as otherwise required by law, the By-Laws may be amended at any regular meeting of the members of the Corporation, provided written notice of the proposed amendments shall have been given at least thirty (30) days prior to such meeting. Such amendment shall require the affirmative vote of two-thirds (2/3) of the active members of the Corporation, who are in good standing, present at a duly constituted meeting.
The By-Laws may also be amended upon receipt of the written consent of fifty percent (50%) of the members in good standing on the date the proposed changes are sent to the membership. Written proposals and written consent may be sent and received by electronic means such as email or other similar means.
Article IX
Membership:
Membership in the Corporation will be voluntary and unrestricted with regard to race, religion, sex, color, or national origin, and is to be composed of any natural person or mediation organization who desires to participate in the functions of, or to support in any manner whatsoever, the Colorado Council of Mediators and Mediation Organizations, Inc., and subscribes to the Code of Ethics of CCMO. Application for membership will be submitted in writing to the Board of Directors. Membership may be withdrawn voluntarily by any member at any time. The Corporation may expel any member for conduct in violation of the Articles of Incorporation, rules, Code of Ethics, or By-Laws promulgated upon a unanimous agreement by the Board of Directors. A board meeting will be called for such purpose, at which time the concerned member shall have the privilege of being present and heard. The Corporation President will personally notify the member in writing when a final decision is reached. Any member can petition the Board of Directors for the expulsion of another member.
Membership dues shall be set by the Board of Directors. Chapter membership dues shall be set by each chapter and ratified by the Board of Directors.
Members of CCMO shall have the option of joining an affiliated chapter.
Article X
Annual Membership Meeting:
The annual membership meeting for the purpose of election of the Board of Directors of the Corporation shall be held within 90 days of the close of the fiscal year at a specific date and place set by the Board of Directors. Notice of the date and place shall be sent at least thirty (30) days before the meeting is to be held. Notice may be made by electronic means.
The elections of directors shall be carried out by mail balloting, the result being final on the passing of thirty (30) days from the mailing of the ballot to the members.
Article XI
Meetings Called by Members:
Members may call a special meeting of the membership by presenting a written request, signed by twenty-five percent (25%) of the members in good standing, to the President, who shall give notice of such special meeting to the members, as specified in Article V, Section 4 of these By-Laws.
Article XII
Proxies:
Members may cast proxy votes through other members or agents if the absent member authorizes the proxy vote in writing. A valid proxy vote shall constitute a member for purposes of obtaining a quorum.
Article XIII
Fiscal Management:
1. The fiscal year for the Corporation shall begin the first day of January of each year. The commencement date of the fiscal year herein established shall be subject to change by the Board of Directors with the prior written approval of the government.
2. The books and accounts of the Corporation shall be kept by the Treasurer of the Corporation or by the Chief Operating Officer of the Corporation, who shall be directly responsible to the Treasurer.
3. At the close of each fiscal year, the President of the Corporation shall cause to be prepared annually a full and correct statement of affairs of the Corporation, including, but not limited to, a balance sheet and fiscal statement of operations for the preceding year, which shall be submitted to the Board of Directors at the first regular board meeting after sixty (60) days from the close of the fiscal year, and which shall be filed with the Secretary of the Corporation.
4. The President of the Corporation shall cause to be prepared an audit of the books and records of the Corporation at such time as is determined by the Board of Directors.
5. With prior authorization of the Board of Directors, all notes and contracts shall be executed on behalf of the Corporation by either the President or the Secretary. All checks and drafts executed on behalf of the Corporation shall be signed by two officers or agents of the Corporation, for amounts over $999.99, and in such a manner as shall from time to time be determined by resolution of the Board of Directors.
6. In no event shall expenditures be authorized wherein the expenditures would exceed available funds. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these By-Laws and the Articles of Incorporation of the Colorado Council of Mediators and Mediation Organizations, Inc. Notwithstanding any other provisions of these By-Laws and Articles of Incorporation, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under present sections of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue Law.
7. In the event of dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purpose of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under the applicable provisions of the Internal Revenue Code, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the Corporation is then located exclusively for such purposes or to such organization or organizations as said Court shall determine which are organized and operated exclusively for such purposes.
Article XIV
Corporate Reports:
The President of the Corporation shall cause to be prepared and delivered to the Office of the Secretary of State such corporate reports required by Section 7-90-501, as amended, of the Colorado Revised Statutes. Such annual reports shall be made on forms prescribed and furnished by the Office of the Secretary of State and shall be delivered on time periodically as required by statute. Payment of the fees required by law shall be provided and delivered with the annual report.
Article XV
Chapters:
A chapter of CCMO may be formed upon approval by the CCMO Board of Directors of a charter application submitted by any three(3) members of CCMO who wish to represent a geographic region not otherwise represented. Any group wishing to form a CCMO Chapter shall provide a proposal to the statewide Board of Directors for Chapter approval which shall include an action plan; a minimum of three (3) officers; and adoption of the CCMO By-Laws by the Chapter organization. In doing so, the Board will consider the needs of affected members and the overall organizational goals and objectives of the organization.
1. Chapter Formation:
A. Standing policies and procedures regarding formation of Chapters shall be established by the Board.
B. The Board shall grant charters o local chapters in accordance with standing policies and procedures.
2. Policies and Responsibilities of Chapters:
A. Each Chapter shall conduct its own affairs consistent with these By-Laws. Chapter responsibilities may include, but are not limited to the following:
I. Fulfilling the CCMO mission locally
II. Providing local networking and idea sharing
III. Conducting local professional development programs
IV. Communicating Chapter concerns to the CCMO Board of Directors and CCMO Board of Director’s concerns to the Chapter
V. Responding to local policy issues
VI. Conducting local marketing and public relations
VII. Meeting the needs of members locally
VIII. Representing members locally
B. The Chapter name shall include “CCMO” in its title.
C. All Chapter members shall be members in good standing of CCMO.
D. All officers and representatives of a Chapter shall be members in good standing of CCMO and be elected by the members of the Chapter.
E. No Chapter may incur liabilities in excess of its assets without express authorization by the CCMO Board of Directors.
3. Chapter Reporting Requirements:
A. Chapters shall report the officer’s names and contact information to the Corporation within 30 days of election of such officers.
B. Chapters shall make financial reports as requested by the board at least annually within 60 days of the end of the fiscal year. Such reports shall include all necessary information required for the filing of the organization’s annual tax returns.
C. Chapters may make budgetary requests from the Corporation within the budget process for funds to be distributed to the Chapters in addition to the Chapter dues collected. Chapter dues shall be disbursed to the appropriate Chapters by the state organization.
D. The Treasurer of the Corporation shall have authority to access each Chapter’s bank records and audit the books of the Chapter at any time upon reasonable notice.
4. Dissolution of Chapters
A. The Board of Directors may revoke a chapter charter if the Chapter fails to operate in accordance with these By-Laws or policies and procedures of CCMO.
B. A Chapter may seek to dissolve its Chapter in accordance with the policies and procedures of CCMO. Such dissolution requires ratification by the Board of Directors.
C. Upon dissolution of a Chapter, all remaining assets and liabilities of the Chapter shall be assumed by CCMO and shall be disposed of consistent with these By-Laws and the policies of CCMO.
Adopted this 25th day of October, 1991.
Amended May 18, 1994.
Amended May 17, 1997.
Amended January 20, 2001.
Amended January 26, 2002.
CCMO PHONE LINE 303-322-9275
OR 1-800-864-4317