ARTICLES OF INCORPORATION
OF
DEPARTMENT OF COMMERCE
BOULDER LABORATORIES EMPLOYEE ASSOCIATION, INC.
AS AMENDED (JANUARY 6, 1969)
A Corporation Not for Profit
We the undersigned, desiring to form a body corporate and politic under the laws of the State of Colorado, do hereby associate ourselves together as such a corporation, not for profit, and for such purposes we hereby make, execute and adopt the following Article of Incorporation.
I.
NAME
The name of said corporation shall be Department of Commerce Boulder Laboratories Employee Association, Inc.
II.
OBJECTS AND PURPOSES
The objects and purposes for which the said corporation is formed are not for profit, and are as follows, to wit:
A. To undertake and sponsor such activities as may advance the social and physical welfare of its members.
B. To coordinate the activities of organized entertainment and recreation groups among the employees of the Boulder Laboratories employed at Boulder, Colorado.
C. To act as advisor and to present employees’ suggestions and complaints to Boulder Laboratories Management and the Colorado Division of Services for the Blind, and any other operator of eating facilities and vending machines within the Boulder Laboratories’ grounds for the benefit of all employees.
D. To devote any net income, which may be derived from the activities, described to the purposes of the corporation.
E. To acquire and hold, by lease, purchase or otherwise, real and personal property; and to sell, lease, mortgage or otherwise encumber the same; to take and hold mortgage or otherwise encumber the same; to take and hold mortgages or other encumbrances upon real and personal property, as security; and to issue, negotiate, sell, and dispose of notes, bonds and other evidences of indebtedness; to solicit funds and contributions for the purpose of carrying out the corporate objects.
F. To adopt and have a corporate seal; to make, enter into and perform contracts of every kind, and to do these and all things lawful and necessary for promoting the objects and purposes might do them; and to this end and for this purpose the Board of Directors of the corporation shall have all the powers now and hereafter conferred by law upon such bodies corporate.
G. To participate in and support such activities as may reasonably be identified within the discretion of its Board of Directors.
H. To sue and be sued in the corporate name.
III.
TERMS OF EXISTENCE
This corporation shall have perpetual existence from and after the date of its incorporation.
IV.
STOCK.
This corporation is not organized for profit and has no authority to issue capital stock.
V.
DIRECTORS
Election of directors to fill vacancies on the Board shall take place in the month of January, with members of each division electing its respective representative as vacancies occur. Directors shall be elected for terms of two (2) years each.
The results of the division elections and the names of the elected division representatives shall be announced at the annual meeting to be held in January of each year.
The Secretary shall give notice of such meetings to each member in good standing, at least thirty (30) days before the date of said meeting, giving notice of the time and place of the meeting together with its purposes. This notice shall be placed in a Boulder Laboratories publication of general distribution. Notice of the annual meeting shall also be published in a Boulder newspaper of general circulation; at least ten (10) days before the date of said meeting.
VI.
OFFICERS
The officers of the corporation shall be a President, a Vice-President a Secretary and a Treasurer. They shall be elected by majority vote of the Board of Directors from its membership at the first meeting of said Board, after the anneal election of directors, as set forth in Paragraph V, above. They shall serve for a term of one (1) year without compensation.
VII.
MEMBERSHIP
Employees of the Boulder Laboratories whose official station is Boulder Colorado and research associates and guest workers assigned by the Department of Commerce in Washington, D.C. to this station at Boulder, Colorado, shall by reason of such employment, or assignment, be members of the association (unless they indicate in writing that they do not desire such membership). They may retain such membership only during the continuance of such employment or assignment. Each member shall be entitled to vote at all membership meetings, as set forth in the Bylaws of this corporation.
VIII.
AUTHORITY TO CONVEY AND ENCUMBER CORPORATE PROPERTY
The Board of Directors shall be given authority to convey or encumber all or any part of the corporate property by a three-fourths vote of its members at any regular of special meeting duly called for this purpose, notice of which purpose is given in the call. The President shall have the authority to execute instruments of conveyance and encumbrance and the Secretary shall attest the same.
IX.
PRINCIPAL OFFICE
The principal office of said corporation shall be maintained at the installation of the Boulder Laboratories in Boulder, Colorado. This corporation may establish other offices within and without the limits of said state when the Board of Directors shall deem it expedient to do so.
X.
The principal books of the corporation shall be kept at the principal office, as set forth in Paragraph IX above, although duplicate and other books may be in such other offices as may from time to time be established.
XI.
Vacancies on the Board of Directors of the Boulder Laboratories Employees Association, Inc.
1. If a vacancy occurs through resignation or failure to perform the duties of the office, the chief officer of the organizational unit shall be notified and requested to appoint a successor to serve until the end of the calendar year. If the directorship is not up for re-election before the regular board meeting in January to fill the unexpired term.
Election of Directors
….At the time of scheduled election for a director to BLEA from an organizational unit, a ballot shall be submitted to each qualified voter (i.e., full time employee) which shall contain the name of one or more candidates. Candidates are eligible for listing on the ballot on receipt of a nomination petition by the secretary of the board signed by 3 qualified voters of the organizational unit, and a signed statement by the candidate of his willingness to assume the duties of the office if elected. Names will appear on the ballot in the order in which the secretary receives the petitions.