Bylaws
Of
Department of Commerce
Boulder Laboratories Employee Association, INC.
ARTICLE I. – NAME AND PLACE OF BUSINESS
Section 1. The name of this corporation shall be DEPARTMENT OF COMMERCE BOULDER LABORATORIES EMPLOYEE ASSOCIATION, INC.
Section 2. The principal office shall be located in Boulder, Colorado, at the installation of the Boulder Laboratories.
Section 3. Other offices for the transaction of business shall be located at such places as the Board of Directors may from time to time determine.
ARTICLE II. – MEMBERSHIP
Section 1. There shall be one class of membership in this corporation. Employees of the Boulder Laboratories of the Department of Commerce 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 member of the corporation (unless they indicate in writing that they do not desire such membership). They may retain such membership in this corporation entails no financial obligations, and there shall be neither membership dues nor assessments against members. Each member shall be entitled to vote at all membership meetings in person or by proxy.
ARTICLE III. – MEMBERSHIP MEETINGS
Section 1. During January of each year, a regular membership meeting shall be held. The first such regular meeting shall be held in January 1955. The Secretary shall give notice of these meetings to each member in good standing, at least 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 10 days before the date of said meeting. Fifty (50) members, whither represented in person or by proxy, shall constitute a quorum.
Section 2. A special meeting of the membership may be called at any time by the President, and, in his absence, by the Vice-President, or by the Board of Directors. It shall be the duty of the directors, President, or Vice-President to call such a meeting, whenever so requested in writing by twenty-five percent (25%) of the total members of the corporation.
Section 3. Notice of any special membership meeting shall be given, as provided above in Section 1 of this Article, and such a meeting may be held at any place in the State of Colorado.
ARTICLE IV. – DIRECTORS
Section 1. A board of directors, the number of which shall equal the number of divisions within the Boulder Laboratories, shall manage the business and property of the corporation. These directors shall be elected for two (2) year terms, as set forth in ARTICLE V of the Articles of Incorporation.
Section 2. The directors must be members and shall receive no compensation for their services in their capacity as directors.
Section 3. Regular monthly meetings, on a calendar year basis, shall be held at such places as the Board of Directors may direct. The Secretary shall mail notice of regular or special meetings of the Board of Directors to the directors at least five (5) days before the meeting.
Section 4. The remaining directors at any regular or special directors’ meeting may fill vacancies in the Board of Directors for the unexpired balance of the term, by majority vote.
Section 5. A simple majority of directors shall constitute a quorum at any regular of special directors’ meeting.
ARTICLE V. – OFFICERS
Section 1. The officers of the corporation shall be a President, a Vice-President, a Secretary, and a Treasurer, who shall be elected for a term of one (1) year, at the first directors’ meeting immediately following the annual membership meeting, at which directors are elected.
Section 2. The duties of the officers of this corporation shall be those ordinarily performed by the officers of corporation.
Section 3. Any officer of this corporation may be removed by an affirmative vote of 2/3 of the directors present provided a quorum is present. Any member of the Board who fails to attend three (3) consecutive Board meetings shall be subject to removal by an affirmative vote of 2/3 of the directors present, provided a quorum is present. Notice of such proposed action must e given in the call of the meeting.
ARTICLE VI. – FINANCES
Section 1. The Treasurer shall receive and deposit all funds of the corporation. Funds of the corporation may be dispersed only to the extent authorized by these Bylaws, and in a manner prescribed by the Board of Directors
Section 2. The treasurer’s books shall be audited annually not more than 30 days prior to the annual meeting by an auditing committee appointed by the President. The Treasurer shall give a report at each annual membership meeting and the report of the auditing committee shall be given at such meetings.
Section 3. The funds of the corporation shall designate and shall be withdrawn only upon the check or order signed by such officer or officers, as the board shall designate.
ARTICLE VII. – COMMITTEES
Section 1. There shall be two (2) standing committees of the corporation, namely, Food Services Committee, and Entertainment Committee. Each committee Chairman shall be a member of the Board of Directors and other committee members may be selected by the Chairman, or the Board, from the membership of the corporation. Special committees may be appointed by the President.
Section 2. It shall be the duty of the Food Services Committee to accept and evaluate suggestions and criticisms from the members of the corporation and to advise the Board concerning eating facilities and vending machines.
Section 3. It shall be the duty of the Committee on Entertainment to conduct all entertainment sponsored by the Association.
Section 4. Each committee chair shall preserve the records pertaining to his or her committee and shall surrender them to his or her successor on the expiration of his term.
ARTICLE VIII. – ADOPTION AND AMENDMENT OF THE BYLAWS
Section 1. Bylaws shall become effective after (1) adoption by at least five affirmative votes of the Board, (2) approval by the Director of the Bureau, and (3) approval by a majority of ballots cast by the membership.
Section 2. Amendments of these Bylaws may be made by a majority vote of the Board of Directors at any regular or special meeting, provided a quorum is present and provided that notice of the proposed change is given in the call of the meeting and after approval of the Senior Boulder Representatives of NBS and ESSA.