The Corporation shall be named THE ROLLINS PASS RESTORATION ASSOCIATION, INC. (hereinafter referred to as the Corporation).






The Corporation is dedicated to the Rollins Pass Roads historical, engineering, architectural, visual and environmental heritage in order that present and future generations may not be denied their visual and cultural heritage.


The objective and purpose of the Corporation is to improve, preserve, develop, and restore sites, buildings, and structures. This is not limited to preserving, restoring, remodeling, or renovating any real or personal property acquired or otherwise controlled; and to do anything relative to and in conjunction with historic and/or landmark preservation, furthering the purpose of said Corporation.






Section 1. Membership

Membership in The Rollins Pass Restoration Association, mc, is open to all persons upon application and payment of dues. The Board of Directors may provide for special categories of members and for dropping of members from the roll for failure to pay dues promptly or for other causes.


Section 2. Meetings of the Membership

Upon due notice, the membership shall meet at least once each calendar year in May as may be prescribed by the President, and at such place within Colorado as may be designated by the President. Special meetings of the membership may be called by the President. A special meeting of the membership shall be called by the President at any time upon the written request of 15 members. A report in writing shall be presented at the annual meeting covering the activities of the Corporation during the preceeding accounting year.


Section 3. Voting & Quorum

Each member shall be entitled to one (1) vote on each matter submitted to a vote of the members. A member may vote in person or by handwritten or notorized proxy.

At all membership meetings, 10% of the membership shall constitute a quorum for the transaction of business, represented in person or by proxy. The Board of Directors shall be excluded in calculation of a quorum or the number of members.

T~d            OOSE-OCt-EOC             ~ e~tuenç                                      dog:ai or a~

Section 4~ Dues

Each member shall pay such annual dues as may be fixed by the Board of Directors and approved by a majority of the members present at the annual meeting or at a special meeting called for that purpose.


Section 5. Interest

Membership shall not entitle any member to any interest in any property or funds owned or acquired by it, which shall be vested solely in the Corporation.






Section 1 . General Powers

The property, affairs, and business of the Corporation shall be governed by the Board of Directors.


Section 2. Number

The Board of Directors will consist of Standing Committee Chairperson, Current Officers, the immediate past President, and Honorary Directors.


Section 3. Term of Office for Board Members

Directors will serve as long as they are Honorary Directors, current officers, theimrnediate past President, or a Standing Committee Chairperson or until earlier death, resignation, disqualification, or removal.


Section 4. Resignation

Any Director may resign at any time by giving written notice to the President or the Secretary of the Corporation. Such resignation shall take effect at the time it is received, unless otherwise specified.


Section 5. Removal of Directors

Any Director may be removed with or without cause at any time by the affirmative vote of a two-thirds (2/3) majority of the members present or represented by proxy at the meeting; provided that there shall have been included in the notice of such meeting, notice of the intention to remove such Director.


Section 6. Meetings of the Board of Directors

Meetings shall be held quarterly at a time and place in Colorado as determined by the President. Other meetings of the Board may be called upon the order of the President or Vice President or at the written request of one-half (1/2) of the members of the Board, upon due notice. At all meetings, two-thirds (2/3) of the voting Directors shall constitute a quorum. At each meeting of the Board of Directors, each Director shall be entitled to vote with respect to any matter presented for consideration at the meeting. At all meetings of the Directors, except as otherwise required by law or in the Articles of Incorporation or in these By—Laws, all matters shall be decided by the vote of a majority of the voting Directors present, a quorum being present. All meetings shall be open to the membership.


Section 7. Committees

The Board of Directors of the Corporation may appoint such committees not specifically provided for in these By-Laws as it may deem advisable in the administration and conduct of the affairs of the Corporation.

Section 8. Indemnification

The Board of Directors shall be indemnified from liability as a result of action by the organization.


Section 9. Executive Director

The Board of Directors may employ an Executive Director with the approval of the membership to aid the Board in the management of the daily business and operations of the Corporation. The Executive Director may or may not be a member of the Corporation; however, the Executive Director shall not be a Director of the Corpora-tion. The Executive Director may be paid a salary as determined by the Board. The Board of Directors may employ other employees under the same terms and conditions as set forth for the employment of an Executive Director.






Section 1. Titles and Number

The officers of the Corporation shall be the President, the Vice President, the Secretary, and the Treasurer, as well as such other officers as may be elected according to Article V, Section 2.


Section 2. Nomination, Election and Term of Office for Officers

All officers shall be members of the Corporation. Each officer shall be elected by a majority of the voting members of the Corporation present at the Annual Meeting of the membership from a ballot presented by the Nominating Committee. Each officer shall serve for a term of one year or until a successor has been duly chosen. A slate of officers shall be prepared by the Nominating Committee and independent nominations by members may be made in accordance with Article V, Section 4 of these By-Laws.


Section 3. Vacancies Among Officers

Should a vacancy occur among the officers of the Corporation, the President shall, with the approval of the Board of Directors, appoint a person to fill the vacancy to be confirmed at the next general membership meeting.


Section 4. Nominations By Members

Nominations for the officers may be made by a petition signed by not less than fifteen (15) members of the membership of the Corporation; provided that any such petition is received by the Nominating Committee, addressed to the Chairperson thereof at the office of the Corporation, not less than two weeks in advance of the Annual Meeting, at which the election is to be held.


Section 5. Duties of Officers

The duties of the officers shall be as follows:


A)    President - The President shall preside at all meetings of the membership and Directors. The President shall have general directive supervision over the other officers of the Corporation, subject to the control of the Board of Directors, and will represent the Corporation at public meetings. The President shall appoint such committees as provided for in Article VIII, Section 2. The President may sign and execute, with the Secretary or the Treasurer, in the name of the Corporation:

deeds, contracts, or other instruments authorized by the Board, except in cases where the signing and execution thereof has been expressly delegated by the Board or by these By-Laws to some other officer or agent of the Corporation. The Presi­dent shall be an ex-officio member of all committees, except the Nominating Committee.

                            oosc-ost-Coc                  ~~ns et~tuenr                   dIs:21 01 22 c~eN

B) Vice President - In the event of a vacancy in the office of the President or during the President’s absence or inability to act for any reason, the powers and duties of this office shall be exercised by the Vice President. The Vice President shall also serve as an assistant to the President and shall perform such duties as the President shall assign.


C) Secretary - The Secretary shall: keep the minutes of the meetings of the Directors and of the General Membership in books provided for that purpose; see that all notices are duly given in accordance with these By-Laws or as required by law; be custodian of all records and of the Seal of the Corporation, and see that it is affixed to the documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with these By-Laws; keep all records of attendance at aforementioned meetings; see that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and, in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Directors or by the President.


D)    Treasurer - The Treasurer shall : manage the funds and securities of the Corporation and the deposits of such funds in the name of the Corporation in such banks or other depositories as shall be designated by the Directors; render a financial report at meetings oftheDirectors and membership; and, in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Directors or the President.

                                                                  !ARTICLE VI





Honorary Directors may be elected by the Board of Directors at any time and shall hold such positions at the pleasure of the Board. Honorary members may attend meetings of the members and of the Board of Directors; but shall have no vote, required duties, liabilities, or responsibilities of any kind.






Section 1. Membership

Committee membership shall be open only to members of the Corporation. Members may belong to any and/or all committees.


Section 2. ~ Meetings of the Standing Committees

Meetings shall be called by the Committee Chairperson with due notice, as deemed necessary,at a time and place in Colorado. An annual meeting for the purpose of electing a Chairperson and Recording Secretary shall be held each year in October, in a manner deemed appropriate by the Committee, with the exception of the Finance Commi ttee.


Section 3. Voting & Quorum

There shall be no quorum requirement. A majority of those present will pass any motion before the Committee. Voting privileges will be extended to a voting member after attendance at one or more Committee meetings.

                                             0096-OCt-SOS      t~t.4~T&J~S e~uenr                d1s:21 01 22 RBN





Section 1.. Nominating Committee

Each standing Committee shall provide a member to serve on the Nominating Committee. The immediate past President shall serve as Chairperson of the Committee; if he is unable to serve, then the Committee shall select its own Chairperson. It will be the responsibility of the Nominating Committee to present its slate of nomina­tions, and any nominations in accordance with Article V, Section 4 of the By-Laws, at the annual meeting of the membership.


Section 2. Other Committees

The President shall appoint such Committees as the President deems necessary to perform special duties or tasks. Committee members shall consist only of members of the Corporation.






The accounting year of the Corporation shall be determined by the Board of Directors.






The rules contained in the current edition of Robert’s Rules of Order, newly revised, shall govern the Corporation in all cases to whIch tliëy ‘are ap~3’licabTe,and in which they are not inconsistent with these By-Laws,or with special rules, which the Corporation may adopt.






A two-thirds (2/3) majority of the members voting at a meeting of the membership shall have the power to add to, alter, amend or repeal the By-Laws of the Corpora-tion at any regular, annual or special meeting, provided that notice of the meeting, plus the substance of the proposed addition, alternation, amendment, or repeal had been sent in writing by mail 30 days prior to said meeting to each member of the voting body. Further, the two-thirds (2/3) provision may not be reduced, except by action of the majority of the membership of the Corporation as provided above.






No member of the Corporation shall be entitled to any interest in any property, funds, or net earnings of the Corporation, which shall be vested solely in the Corporation, and shall not inure to the benefit of any member or individual.


No substantial part of the activities of the Corporation shall involve attempts to influence legislation by propaganda or otherwise; and the Corporation shall not participate in any way in political campaigns on behalf of any candidate for public office.

                                             0095-OCt-SOS      ~ &t~tUn~                                                      djg:aj 01 22 ReN

Section 4. Duties of Chairpeople

Chairpeople will serve on the Board of Directors and will communicate the recommendations, goals and objectives of their Committee. The Chairperson shall serve for a period of one (I) year or until such time as a new Chairperson is elected, whichever is later.


Section 5. Recording Secretary

The Recording Secretary will keep records of meetings and membership records in books designed for that purpose. In the absense of the Chairperson, the Record-ing Secretary shall chair the Committee meeting and may represent the Committee at a Board Meeting, but without voting powers. The Recording Secretary shall serve for a period of one (1) year or until a new Recording Secretary is elected, which-ever is later.


Section 6. The Standing Committees are as follows: (Their duties may be altered by the Board of Directors.)


A)   Finance Committee - This Committee shall be chaired by the Treasurer of the Corporation, who shall represent this Committee on the Board of Directors. This Committee shall monitor the budget throughout the year and shall advise the Board on all matters pertaining to the finances of the Corporation’s own administration and properties. It shall be the duty of this Committee to prepare an annual budget for the Corporation and present it to the Board of Directors for approval; arrange for annual review;and monitor insurance and tax matters.


B)   Development Committee - This Committee shall be responsible for the financial ways and means of the Corporation and shall develop annual fund-raising plans and assist in implementation.


C)   Membership Committee - This Committee shall make recommendations to the Board on all matters pertaining to membership, volunteer programs and events including a newsletter, records, rates, membership events, drives, recruitment, orientation and placement.


D)   Public Relations - This Committee shall develop an annual marketing plan for the Corporation and shall be responsible for coordination of all public communica­tions.


E)    Concerned Interest Committee - This Committee shall have two (2) Chairpeople, to be known as co-chairmen, to be elected at the annual meeting. This At-Large Committee shall represent all concerned interestsfrom various geographic areas to include, but not limited to: ~ Railroaders, Motorized Vehicle Enthusiasts, Photo-graphers, Ecologists, and Sportspeople.


F)    Restoration Committee - This Committee shall be responsible for providing the technical input for the actual physical restoration, maintenance, and improvement of the Rollins Pass/Moffat Road area.


0)    Historical Committee - This Committee shall be responsible for providing input relative to the history of the road and area. It shall act as a liason with other historical societies. The Committee shall select a Corporate Historian, who shall keep non-business related records of the Corporation.

9~d                                                      0095-OCt-SOC              2q~TeJ~4S Bt~tUBflC                             d19:21 01 22 RBN

currteu over LU dli ur9ctii itci’~ luil, wri I Lii I 1 L~C I I CACIIIVL. ~4I...I..1                                                                                                                     ~t I


Internal Revenue Code, and none of its assets shall be distributed to or inure to the benefit of any private individual












These By-Laws were passed by the Board of Directors of The Rollins Pass Restoration Association, Inc, on the 23rd day of February, 1983, and supersede any and all previous By-Laws of this Corporation.

tId                       0095-OCt-SOS      ~ e~tuenç                                             das:ai 01 22 RBN