Bylaws of the Jefferson County Association for Gifted Children

(a Colorado non-profit, tax-exempt corporation)

as adopted September, 2008

Article I - Name and Purpose

The name of this non-profit corporation is the Jefferson County Association for Gifted Children (JAGC). The purpose of this association is to advocate and provide resources for the educational and emotional needs of gifted children, particularly in Jefferson County, CO.  JAGC is an affiliate of the Colorado Association for Gifted and Talented (CAGT).

Article II – Membership

Section 1 - Members
Membership shall be open to anyone who is interested in furthering the purpose of this organization.  Membership is granted upon payment of annual dues.

Section 2 - Annual Dues
Annual membership dues are set by the Board of Directors.  The Board of Directors shall take into consideration that JAGC is an affiliate of the Colorado Association for Gifted and Talented.

Section 3 - Resignation and termination
Any member may resign by filing a written resignation with the Executive Committee.  A member can have membership terminated by a majority vote at a membership meeting.

Section 4 - Non-Voting Membership
The Board of Directors shall have the authority to establish defined non-voting categories of membership.

Article III - Meetings of Members

Section 1 - Annual Membership Meetings
An annual meeting of the members shall take place in the spring of each year during the months of February, March, April, or May, the specific date, time and location of which will be designated by the Board of Directors. At the annual meeting, the members shall elect or re-elect directors and officers as needed and be given a report on the activities of the organization.  The Board shall make a good faith effort to inform all current members of this meeting at least 2 weeks in advance by either print or electronic means.

Section 2 - Special Membership Meetings
Special membership meetings may be called by the President, the Executive Committee, or a simple majority of the Board of Directors. A petition signed by five percent of voting members may also call a special membership meeting.  The Board shall make a good faith effort to inform all current members of a special meeting at least 1 week in advance by either print or electronic means.

Section 3 - Quorum & Voting
Members present at any properly announced membership meeting shall constitute a quorum.  All issues to be voted on, except those otherwise noted in these Bylaws, shall be decided by a simple majority of those present at the meeting in which the vote takes place.  The Board of Directors may establish procedures which allow for proxy voting.

Article IV - Board of Directors

 Section 1 - Board Role, Size, and Compensation
The Board is responsible for the overall policy and direction of the association.  The Board shall have up to 11 members, but no fewer than 5 members.  The Board of Directors shall be composed of one to seven Members-at-Large in addition to the four members of the Executive Committee. Directors receive no compensation other than reimbursement for reasonable expenses.  Additionally, the Director of the Gifted and Talented (GT) Department of the Jefferson County School District shall be a non-voting, ex-officio member of the Board of the Directors.

Section 2 - Director Terms
Directors of the Board shall serve two-year terms and are eligible for re-election. The Board of Directors shall make provisions for staggering terms of office, as needed. Terms of office shall begin on July 1 and end on June 30.

Section 3 - Board Meetings, Quorum, and Voting
The Board of Directors shall meet at least twice a year, the specific date, time and location of which will be designated by the President.  An official board meeting requires that each director have notice at least 3 days in advance by either print or electronic means.  Special meetings may be called by the President or by one-third of the Board.  Each director has one vote on board matters. The Board of Directors may establish procedures which allow for proxy voting.

Section 4 - Board Elections
New directors and current directors shall be elected or re-elected by the voting membership at the annual meeting. 

Section 5 - Officers and Duties
The officers shall consist of President, Vice-President, Secretary, and Treasurer. The officers shall comprise the Executive Committee. Their duties are as follows:

The President shall convene board meetings and shall preside or make arrangements for other members of the Executive Committee to preside at each meeting in the following order: Vice-President, Secretary, Treasurer.  The President shall also undertake other duties as assigned by the Board.
The Vice-President shall assist the President and undertake other duties as assigned by the Board.
The Secretary shall be responsible for overseeing the keeping of records of board actions and assuring that corporate records are maintained in good and timely order.
The Treasurer shall be responsible for overseeing the keeping of financial records of the association and for making financial information available to the Board.

Section 6 - Resignation, Termination, Absences, and Vacancies
Resignation from the Board must be received by the President.  A director may be terminated from the Board due to excess absences of more than two unexcused absences from board meetings in a year.  A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.  When a mid-term vacancy on the Board exists, it may be filled for the remainder of that term by an appointee approved by the Board of Directors.

Section 7 - Liability & Indemnification
No director shall be liable for any debt, obligation, or liability for the association. Any officer or director of JAGC shall be indemnified and held harmless to the full extent allowed by law.

Article V – Committees

Section 1 - Committee Formation
The Board may create standing or ad hoc committees as needed.  The President appoints all committee chairs.

Section 2 - Executive Committee
The four officers of the Board of Directors serve as members of the Executive Committee.  The Executive Committee is subject to the direction and control of the full Board of Directors.  The Board may give to the Executive Committee the powers and authority of the Board of Directors in the intervals between Board meetings, except for the power to amend the Articles of Incorporation and Bylaws.

Article VI – Amendments & Dissolution

Section 1 - Amendments
These bylaws may be amended by two-thirds majority of the Board of Directors.  Language of proposed amendments must be included with the notice of the meeting at which review of possible amendments will occur.

Section 2 - Dissolution
As stated in the Articles of Incorporation: Upon dissolution, any assets of the Jefferson County Association for Gifted Children shall be given to the Colorado Association for Gifted and Talented.