RiverSHARED Bylaws

SECTION 1 – Name

The name of this corporation is RiverSHARED. RiverSHARED is a nonprofit corporation organized and existing under the laws of the State of Colorado.

SECTION 2 – Purposes

RiverSHARED is organized, and shall be operated, exclusively for educational, scientific and charitable purposes as may qualify it for tax exempt status under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law). More specifically, the mission of RiverSHARED is: “Developing and advancing best practices, funding sources, regulatory solutions, and the workforce for restoring the environment by restoring rivers.”

SECTION 3 – Powers & Restriction of Powers

In furtherance of the foregoing purposes and objectives (but not otherwise) and subject to the restrictions set forth in Section C of RiverSHARED's Articles of Incorporation, the corporation shall have and may exercise all of the powers now or hereafter conferred upon nonprofit corporations organized under the laws of Colorado and may do everything necessary or convenient for the accomplishment of any of the corporate purposes, either alone or in connection with other organizations, entities or individuals, and either a principal or agent, subject to such limitations as are or may be prescribed by law.

No part of the net earnings of the corporation shall inure to the private or proprietary benefit of, or be distributed to, any member, any director or officer of the corporation, to any organization that is not exempt as described in Section 501(c)(3) of the Internal Revenue Code, or to any other individual, except that reasonable compensation may be paid for services rendered to or for the benefit of the corporation affecting one or more of its purposes. Upon dissolution of the corporation or otherwise, no organization which is not then an exempt organization described in Section 501(c)(3) of the Internal Revenue Code, and no director or officer of the corporation, or any other individual, shall be entitled to share in any distribution of any of the corporate assets.

As outlined in RiverSHARED's Articles of Incorporation, nothing contained in these bylaws shall be construed to empower the corporation to engage in any activities which are in furtherance of purposes other than those permitted to an organization described in Section 501(c)(3) of the Internal Revenue Code.

On dissolution of the corporation, all of the corporation's assets remaining after payment of or provision for all of its liabilities shall be paid over or transferred to one or more exempt organizations described in Section 501(C)(3) of the Internal Revenue Code, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code. The organizations to receive such property shall be designated by the Officers.

The corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax as an organization described in Section 501(c)(3) of the Internal Revenue Code or by a corporation, or any other activities listed in RiverSHARED's articles of incorporation.

SECTION 4 – Officers

a.         Officers. The officers of RiverSHARED shall be a President, a Vice President, a Secretary, a Treasurer and a Member-at-large or Past-President.

b.         President. The President of the Officers shall be the senior officer of RiverSHARED and shall have general responsibility for the functioning of RiverSHARED between meetings of the Officers. He or she shall preside at meetings of RiverSHARED's Officers.

c.         Vice President. The Vice President of the Officers shall exercise the functions of the President in his or her absence.

d.         Secretary. The Secretary shall be responsible for the keeping of minutes of all meetings of the Officers, and for the performance of all duties normally pertaining to the Office of Secretary.

e.         Treasurer. The Treasurer shall be responsible for advising the Officers on fiscal matters, including financial reporting for Officer Meetings as well as annual budget preparation, and filing of the annual report to the IRS.

f.          Member-at-Large. The Member-at-Large can be a member of the organization or a Past-President. The Member-at-Large shall be selected to bring additional perspective to the Officers.

SECTION 5 – Committees

The Officers may establish by resolution such other committees as it deems appropriate.

SECTION 6 – Conflict of Interest

This corporation shall not enter into any contract or transaction with (a) one or more of its Officers, (b) an Officer of a related organization, or (c) an organization in or of which an Officer is a director, officer or legal representative or has a material financial interest, unless the material facts as to the contract or transaction and as to the Officer’s interests are fully disclosed or known to the other Officers and the other Officers authorize, approve, or ratify the contract or transaction in good faith by the affirmative vote of a majority (without counting the vote of the interested Officer), at a meeting at which there is a quorum without counting the interested Officer.

SECTION 7 – Meetings

a.         Frequency. There shall be an annual meeting of the Officers at the request of the President of the Officers. The Officers shall hold a minimum of three additional meetings annually. Other meetings of the Officers may be held, in person or virtually using telephone conference calls, electronic video screen communication, email, or other electronic communication systems, at the discretion of the President of the Officers. The President of the Officers shall also call meetings of the Officers when requested in writing by a quorum of the Officers. Meetings of any other committee of the Officers may be held at the request of the chair of that committee. These meetings may also be held in person or virtually using telephone conference calls, electronic video screen communication, email, or other electronic communication systems, at the discretion of the Committee Chair.

b.         Notice. Reasonable notice shall be given of meetings of the Officers or any of its committees.

c.         Voting. Voting by the Officers shall, to the fullest extent practicable, follow two thirds rule for partial consensus decision making. If 3/5 or more of the votes by a quorum are composed of yes or maybe (sideways thumb) votes, the motion is passed. Any dissenting voters can ask for their dissent to be noted in the minutes.

d.         Quorums. Sixty percent of the Officers shall constitute a quorum for the transaction of business of the Officers.

e.         Proxies. The Officers may make provision for the use of proxies to vote on any question which may come before any meeting of the Officers or any of its committees which proxies shall be used to meet the requirements for a quorum.

f.          Special Provision. Any committees established by the Officers may transact business at a meeting, by a telephone conference call, fax, e­mail, or by any other method of communication in accordance with standard business practices.

g.         Emergency Provision. At the call of the President, the Officers may transact business without a meeting, provided that any such actions taken shall be with the prior written consent of all Officers.

SECTION 8 – Nominations and Elections

a.         Nominations. Prior to the annual meeting of the Officers, a list of nominations for the vacant Officer positions shall be presented to the Officers to be acted upon at the annual meeting. All nominations shall be included in the notice of the meeting. The consent of the nominee shall be obtained before his or her name is presented.

b.         Election. Election shall be by a majority of votes cast by the Officers. The Officers may make provision for the casting of votes by mail, phone, fax, e-mail, or other methods of communication in accordance with standard business practices.

c.         Vacated or Empty Positions. The Officers may appoint a person to fill any vacated or empty positions among the elective Officers. A person so appointed shall serve until the next annual meeting.

SECTION 9 – Fiscal Year

The fiscal year for all business transactions of RiverSHARED shall be from January 1 through December 31 of the same year.

SECTION 10 – Execution of Instruments, Deposits and Funds

a.         Execution of Instruments. The Officers, except as otherwise provided in these Bylaws, may by resolution 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 engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

b.         Checks and Notes. Except as otherwise specifically determined by resolution of the Officers, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness of the corporation shall be signed by the designated Officer or Officers, agent, or agents as determined though an adopted resolution.

c.         Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Officers may select.

d.         Gifts. The Officers may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.

SECTION 11 – Indemnification

Any Officer, member or other person who performs services for the corporation at the request of RiverSHARED and who does not receive compensation other than reimbursement of expenses shall be immune from civil liability to the extent provided by applicable law. Each officer of  RiverSHARED shall discharge his or her respective duties in compliance with the standards of the law of the State of Colorado, including, without limitation: (a) in good faith; (b) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) in a manner such officer reasonably believes to be in the best interests of the corporation, as determined by  RiverSHARED.

RiverSHARED shall, to the fullest extent now or hereafter permitted by law, indemnify any officer, committee member or any person who may have served at its express request as a director, trustee, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, whether for profit or not for profit, against liability (including but not limited to judgments, fines, amounts paid in settlement, attorneys' fees, and related expenses) incurred in the performance of such duties or service, or incurred while acting in such capacity or arising out of his or her status as such, provided that person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of RiverSHARED, as determined by RiverSHARED, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful or fraudulent.  RiverSHARED shall also indemnify officers as required pursuant to applicable law.

RiverSHARED shall have the right to select attorneys and to approve any settlements or legal expenses incurred in connection with any suit, action or proceeding to which this indemnification applies.

SECTION 12 – Records

Unless otherwise provided in these Bylaws, and subject to any guidelines and procedures that the Officers may adopt from time to time, the terms "written" and "in writing" as used in these Bylaws include any form of recorded message in the English language capable of comprehension by ordinary visual means, and may include electronic transmissions, such as facsimile or email, so long as the transmission creates a record that can be retrieved, reviewed, and rendered into clearly legible tangible form.

SECTION 13 – Adoption of Bylaws

Bylaws are to be adopted by the Officers, according to the voting requirements set forth in Section 7 (c) of these Bylaws.

SECTION 14 – Amendment of Bylaws

Bylaws will be reviewed by the Officers no less than once every three years. These bylaws may be amended by a majority vote of the members of the Officers in office, upon written notice at least ten days prior to any meeting of the Officers.