BYLAWS OF CCBA
ARTICLE I OFFICES
1.01. Name of Association. The name of this Association shall be the Colorado Creditor Bar Association, Inc., (hereafter referred to as the “Association”), a non profit Corporation, organized under the laws of the State of Colorado. The Association may also be identified as “CCBA.”
1.02. Principal Office. The principal office of the Association for its transaction of business shall be located at:13111 E. Briarwood Ave. #340, Centennial CO 80112 or such other location as determined by the Board of Directors, from time to time.
1.03. Change of Address. The Board of Directors is granted full power and authority to change the location of the principal office of the Association from time to time to another within the State of Colorado. Any change of address will be noted by the Secretary in amendments to the minutes of the Association, but will not be considered an amendment of the Bylaws.
1.04. Purpose. The purpose of this Association is to engage in the following:
- To further and promote the image, function and effectiveness of the legal profession engaged in consumer and commercial debt, enforcement and collection activities, creditors’ rights, creditor representation in bankruptcy, creditor representation with respect to federal and state laws and regulations affecting creditors’ rights and collection activities, and related areas of the law pertaining to consumer and business credit.
- To continue to elevate and maintain standards and improve the practice and ethics of those attorneys involved in the area of debt enforcement or collection activities, or the handling of creditors’ rights and issues.
- To educate the public and members of the credit and collection industry as to various aspects of the legal, ethical and political ramifications of debt collection.
- To provide, encourage and promote the adoption of legislation and court rules which strengthen and improve the judicial system, equitably address issues involving enforcement and collection of debt, debt security instruments, creditors’ rights in general, and performance and professionalism of the attorneys engaged in these practice areas.
- To foster among its members a feeling of camaraderie, mutual confidence, respect and a forum for the open exchange of ideas or issues facing the industry.
- To encourage, foster and advance professional practices and ethical conduct amongst its members.
- To gather and disseminate information and material relative to credit and the responsible use thereof which may be valuable to the members of the Association, the legislature, the judiciary and the general public.
ARTICLE II MEMBERS
2.01. Membership. The Association will initially have one class of membership: attorneys. The attorney must be an attorney admitted and in good standing with the Colorado Supreme Court and the attorney’s creditor/debtor practice must be limited to the representation of creditors and/or purchasers of debt or debt security instruments, in-house representation of creditors, purchasers of debt or debt security or to the defense thereof.
2.02. Number of Members. There will be no limit to the number of members of the Association.
2.03. Admission to Membership. Any person, eligible for membership under Section 2.01, will be admitted to membership only on the approval of the Board of Directors or Membership Committee duly authorized, by resolution by the Board of Directors, to admit members by an application submitted by that person in the form and manner prescribed by the Board of Directors and on the payment of the application fee specified in Section 2.04 of these Bylaws.
2.04. Application and Fee. Application for membership shall be submitted in writing, on the form provided for that purpose by the Association, for acceptance or rejection. A fee as determined from time to time by resolution of the Board of Directors shall be charged for, and payable with, the application for membership. This application fee is nonrefundable.
2.05. Dues. Each member must pay dues annually, within the time and on the conditions set by the Board. Dues shall not be refundable.
2.06. Duration of Membership. Membership in this Association may terminate by voluntary withdrawal as herein provided or otherwise as provided in these rules. All rights, privileges and interest of a member in or to the Association shall cease on termination of membership.
2.07. Transferability of Membership. Membership in the Association shall not be transferable or assignable.
2.08. Nonliability of Members. A member of the Association is not personally liable, solely because of membership, for the debts, obligations, or liabilities of the Association.
2.09. Termination of Membership.
- Causes. The membership and all rights of membership automatically terminate on the occurrence of any of the following causes:
- Failure to pay annual dues for more than sixty (60) days, from the date of December 31, unless another standard is established by the Board of Directors;
- When a membership is issued for a period of time, the expiration of that period;
- Upon termination or suspension of any member by the Board of Directors;
- Membership may be terminated or suspended or a member may be censured by the Board of Directors for failure to comply with state or local laws, falsification of membership application, falsification of and/or failure to submit the annual membership verification and renewal form, for misconduct which brings discredit to the member, the Association or consumer collection industry;
- As a result of action taken by the Colorado Supreme Court resulting in the suspension or disbarment of a member from the practice of law;
- Voluntary withdrawal or resignation of a member from the Association shall be submitted electronically or in writing. Withdrawals shall be effective on fulfillment of all obligations to the date of withdrawal;
- Membership may be reinstated at the sole discretion of the Board of Directors; and or submission of a new application and payment.
- The death of a member.
- Effect of Termination. Any and all rights of a member in the Association and in its property cease on the termination of membership. However, termination does not relieve the member from any obligation for charges incurred, services or benefits actually rendered, dues, assessments, or fees, or arising from contract or otherwise. The Association retains the right to enforce any obligation or obtain damages for its breach.
ARTICLE III MEETINGS OF MEMBERS
3.01. Place. Meetings of members will be held at the principal office of the Association or the location within the State of Colorado as may be designated from time to time by resolution of the Board of Directors.
3.02. Regular Meetings. The members will meet annually in April, in each year, beginning with the year 2011 for the purpose of transacting proper business as may come before the meeting, including the election of Directors for the terms as are fixed in Section 4.03 of these Bylaws and election of the officers as are fixed in Section 5.02. If the election of Directors does not occur at any meeting of the members or without a meeting by electronic or written ballot pursuant to Section 3.10 of these Bylaws, the Board will (or 5 percent of the members may) cause the election of Directors to be held at a special meeting of members called and held as soon as it is reasonably possible after the adjournment of the regular meeting of the members. If the day fixed for the regular meeting of members falls on a legal holiday, the meeting will be held at the same hour and place on the next succeeding day. At the meeting, the members shall consider reports of the affairs of the Association, and transact other business as may be properly brought before the meeting, including but not limited to, the election of Directors of the Association to serve for the appropriate two year cycle and until their successors are elected and qualified.
3.03. Special Meetings. Special meetings of members will be called by the Board of Directors or any two officers of the Association and held at the place within the State of Colorado fixed in Section 3.01 of these Bylaws or at the times and places within the State of Colorado that may be ordered by resolution of the Board of Directors. Five percent or more of the members of the Association may call special meetings for any lawful purpose.
3.04. Notice of Meetings. The Association shall notify its members of the place, date and time of each annual, regular and special meeting of members no fewer than ten (10), or if notice is mailed by other than first class mail, thirty (30) days before the meeting date. Notice of an annual or regular meeting shall include a description of any matter or matters for which the meeting is called. Said notice shall include the nomination of officers proposed by the Nominating Committee in those years where an election of the Board of Directors or officers is scheduled. The number of days specified for notice herein shall prevail unless otherwise expressly provided for herein.
3.05. Contents of Notice. The notice will state the place, date, and time of the meeting. The notice will state those matters that the Board of Directors, at the time the notice is given, intends to present for action by the members. The notice of any meeting at which Directors are to be elected must include the names of all those who are nominees at the time the notice is given to the members.
3.06. Waivers, Consents, and Approvals. The transactions of any meeting of members, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote but not present in person or by proxy, signs an electronic or written waiver of notice, a consent to the holding of the meeting or an approval of the minutes of the meeting.
3.07. Quorum. A quorum at any meeting of members consists of a majority of the Board of Directors, present in person or by proxy, and any members who may also attend, but there shall not be a requirement that a majority of members be present or by proxy for official business to be conducted by the Association.
3.08. Loss of Quorum. The Board of Director members present at a duly called or held meeting at which a quorum is initially present may continue to transact business until adjournment notwithstanding the withdrawal of a Board member(s) that leaves less than a quorum, if any action taken is approved by a majority of the remaining voting members. A Board member’s vote shall count as one vote, not two (a member vote AND a Board member vote)
3.09. Voting of Membership.
- One Vote Per Member. Each member is entitled to one vote on each matter submitted to a vote of the members.
- Record Date of Membership. The record date for the purpose of determining the members entitled to notice of any meeting of members is 10 days before the date of the meeting of members. The record date for the purpose of determining the members entitled to vote at any meeting of members is 10 days before the date of the meeting of members.
- Cumulative Voting. Cumulative voting is not authorized.
- Absentee and Proxy Voting. Every person entitled to vote for directors, officers or on any other matter shall have the right to do so either in person or by absentee or proxy ballot provided by the Association signed by the person and filed with the Secretary of the Association prior to the close of voting. An absentee or proxy ballot shall be considered to be signed if the member’s name is placed on the absentee or proxy ballot in writing or electronically by the member or the member’s attorney in fact.
3.10. Action Without Meeting By Electronic or Written Ballot.
- Ballot Requirements. Subject to the limitations specified in Section 3.02 of these Bylaws and any contained in the Articles, any action that may be taken at any regular or special meeting of members may be taken without a meeting. If an action is taken without a meeting, the Association must distribute an electronic or written ballot to every member entitled to vote on the matter. The ballot must state the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the Association.
- Solicitation of Ballots. Ballots will be solicited in a manner consistent with the requirements of giving notice of members' meetings set forth in Section 3.04 of these Bylaws and of voting by electronic or written ballot set forth in Section 3.10) of these Bylaws. The solicitation must specify the time by which the ballot must be received in order to be counted.
3.11. Conduct of Meetings.
- Chairman. The President of the Association or, in the absence of the President, any other person chosen by a majority of the voting members present in person or by proxy will be Chairman of and preside over the meetings of the members.
- Secretary of Meetings. The Secretary of the Association will act as the secretary of all meetings of members. However, in the Secretary's absence, the Chairman of the meetings of members will appoint another person to act as secretary of the meetings.
ARTICLE IV DIRECTORS
4.01. Number. The authorized number of directors of the Association shall be not less than five (5) and not more than seven (7), with the exact number to be seven (7) until changed by an amendment of the Articles of Incorporation or by an amendment to these Bylaws. The number may be changed by the vote or electronic or written assent of a majority of the directors then in office. Collectively the Directors will be known as the Board of Directors.
4.02. Qualifications. The Directors must be members of the Association. Each Director must be an active member in good standing at the time of the election and installation.
4.03. Terms of Office. The organizing Directors shall serve for a minimum period beginning in March 2011 as follows: 4 Directors shall choose among themselves to serve until the 3rd annual meeting of April 2013 and 3 Directors who shall serve until the 4th Annual meeting, April 2014) to ensure continuity of the Association. At the 3rd Annual meeting, Directors shall continue to serve a term of office of two years but serve in staggered terms, eg, presuming 7 members, with 4 being elected for 2 years in 2013 and in years ending with an odd number and 3 being elected in 2014 and in years ending with an even number. Elections shall occur at the annual April meeting. A Director may be removed at a special meeting of the members called and held as prescribed by Section 3.03 of these Bylaws. that Director will hold office until his or her removal and his or her successor is appointed by the remaining Directors or is elected and qualifies.
4.04. Nomination. Any person qualified to be a Director under Section 4.02 of these Bylaws may be nominated by the method of nomination authorized by the Board or by any other method authorized by law.
4.05. Election. Except for the initial Board of Directors (organizing Board) who shall meet as they shall agree, the Directors will be elected at each annual meeting as prescribed by Sections 3.02 and 4.03 of these Bylaws or by electronic or written ballot as authorized by Section 3.10 of these Bylaws.
4.06. Compensation. The Directors serve without compensation.
- Call of Meetings. Meetings of the Board may be called by the President, two Officers or any two Directors.
- Place of Meetings. All meetings of the Board will be held at a place to be determined by the Board.
- Regular Meetings. Regular meetings of the Board will be held, without call or notice, at the principal office of the Association immediately following each annual meeting of the members of the Association, as set forth in Section 3.02 of these Bylaws, and at such times and places as specified by the Board of Directors by resolution from time to time.
- Special Meetings. Special meetings of the Board may be called by the Chairman of the Board or two Officers or any two Directors. Special meetings may be held on four days' notice by first-class mail, postage prepaid, or on 48 hours' notice delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means. Notice of the special meeting need not be given to any Director who signs a waiver of notice or electronic or written consent to holding the meeting, or an approval of the minutes of the meeting, whether before or after the meeting, or who attends the meeting without protesting the lack of notice to that Director either before or at the commencement of the meeting. All waivers, consents, and approvals must be filed with the corporate records or made a part of the minutes of the meetings.
- Quorum. A majority of the authorized number of Directors constitutes a quorum of the Board for the transaction of business, except as otherwise provided in these Bylaws.
- Transactions of Board. Except as otherwise provided in the Articles, in these Bylaws, or by law, every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board. Provided, however, that any meeting at which a quorum was initially present may continue to transact business notwithstanding the withdrawal of one or more Directors if any action taken is approved by at least a majority of the remaining voting members for that meeting, or such greater number as is required by the law, the Articles, or these Bylaws.
- Conduct of Meetings. The Chairman of the Board or, in his or her absence, any Director selected by the Directors then present will preside at meetings of the Board of Directors. The Secretary of the Association or, in the Secretary's absence, any person appointed by the presiding officer will act as Secretary of the Board. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in the meeting can hear one another. This participation constitutes personal presence at the meeting.
- Adjournment. A majority of the Directors present at the meeting, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of the adjournment to another time or place must be given before the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
4.08. Action Without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board individually or collectively consent electronically or in writing to that action. Written or electronic consents must be filed with the minutes of the proceedings of the Board. Action by electronic or written consent has the same force and effect as the unanimous vote of the Directors.
4.09. Removal of Directors.
- Removal For Cause. The Board may declare vacant the office of a Director on the occurrence of any of the following events:
- The Director is no longer qualified to be a member pursuant to these Bylaws;
- The Director has been declared of unsound mind by a final order of court;
- The Director has been convicted of a misdemeanor involving theft or conversion or a felony; or
- The Director has been disbarred or his/her license to practice law has been suspended for any length of time.
4.10. Resignation of Director. Any Director may resign effective on giving electronic or written notice to the Chairman of the Board of Directors, the President, the Secretary, or the Board of Directors of the Association. The notice may specify a later time for the effectiveness of the resignation. If the resignation is effective at a future time, a successor may be appointed to take office when the resignation becomes effective by the remaining members of the Board.
4.11. Vacancies in the Board.
- Causes. Vacancies on the Board of Directors occur
- on the death, resignation, or removal of any Director;
- whenever the number of authorized Directors is increased; and
- on the failure of the members in any election to elect the full number of authorized Directors.
- Filling Vacancies by Directors. Except as otherwise provided in the Articles or these Bylaws, vacancies on the Board of Directors may be filled by approval of the Board of
Directors, or, if the number of Directors then in office is less than a quorum, by:
- the unanimous electronic or written consent of the Directors then in office;
- the affirmative vote of a majority of the Directors then in office at a meeting held pursuant to notice or waivers of notice as provided in Section 4.07
- of these Bylaws; or
- a sole remaining Director.
- Filling Vacancies by Members. If, for any reason, there is no remaining Director, the members may elect a Director at any time to fill any vacancy not filled by the Directors.
4.12. Bank Accounts. The bank account(s) for the Association shall be maintained at a facility convenient to the domicile of the headquarters office of the Association. The President, Treasurer, or Secretary shall be authorized to sign checks drawn upon the general funds of the Association. Checks shall require one signature. Bank accounts shall be reconciled on a regular basis in accordance with General Accepted Accounting Principles.
ARTICLE V OFFICERS
5.01. Number and Titles. The officers of the Association shall be a President, one or more Vice-President(s), a Treasurer and a Secretary, who are also members of the Board of Directors. The President is the general manager and chief executive officer of the Association. Any number of offices may be held by the same person.
5.02. Appointment and Resignation. The officers will be elected by the membership pursuant to 3.02 at the annual meeting in April for a two year term. If any officer resigns or is removed for any reason, his/her replacement shall be chosen by the Board and serve at the pleasure of the Board. Any officer may resign at any time on electronic or written notice to the Association without prejudice to the rights, if any, of the Association under any contract to which the officer is a party.
ARTICLE VI INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES DIRECTLY OR THROUGH INSURANCE
6.01. Insurance. By action of the Board of Directors, the Association may purchase and maintain insurance, in such amounts as the Board may deem appropriate, on behalf of any person who is or was a Director, officer, employee, or agent of the Association.
6.02. Indemnification as to third party suits. The Association, by action of the Board, shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Association) by reason of the fact that he is or was a Director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a Director, Officer, employee or agent of the Association, or is or was serving at the request of the Association as a Director, officer, employee or agent of another association, corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceedings if he acted in good faith and in a manner he reasonably believed to be in and not opposed to the best interests of the Association or its members, and with respect to any criminal action or proceedings, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Association.
ARTICLE VII CORPORATE RECORDS, REPORTS, AND SEAL
7.01. Keeping Records. The Association must keep minutes of the proceedings of its members, Board, and committees of the Board. The Association must also keep a record of its members giving their names, addresses, phone and email contact information. All minutes and other electronic or books and records of the Association will be kept in either written form, electronic form or in any other form capable of being converted into written form.
7.02. Annual Report. The Association will notify each member at the Annual meeting of the member's right to receive a financial report. A financial report shall be issued at each year’s annual meeting in April.
ARTICLE VIII AMENDMENT OF BYLAWS
8.01. Amendment of Bylaws. Bylaws may be adopted, or these Bylaws may be amended by vote of a majority of the Board which shall then be submitted to the membership. Such amendment shall be adopted upon by a majority vote of those voting members who vote on such amendment. The Board may also adopt, amend, or repeal bylaws unless doing so would materially and adversely affect the members’ rights as to voting. The Board may not extend a director’s term beyond that for which the director was elected. No amendment may extend the term of a director beyond that for which the director was elected.
- Severability of Bylaws. If any provision of these Bylaws or the application thereof is held invalid, such invalidity shall not affect other provisions or applications of the Bylaws which can be given effect without the invalid provision or application, and, to the end, the provision of these Bylaws are declared to be severable.
ARTICLE IX GENERAL PROVISIONS
9.01. Jurisdiction. Any suit by a member against the Association must be brought in Denver District Court. Legal fees and court costs of the prevailing party will be paid by the losing party.
9.02. Authority. No position of the Association on any public matter or legislation may be presented on behalf of the Association without the prior consent of the Board of Directors. No bills may be incurred by any member, Director, Officer, Committee person, employee or consultant of the Association without the consent of the President, a Vice-President, or the Treasurer of the Association.
9.03. Reimbursement of Expenses to Officers and Directors. The elected Officers and directors of the Association shall not receive compensation for the performance of duties as such officer, however, they shall be reimbursed for reasonable expenses incurred in the transaction of the business of the Association to the extent that funds can be provided without endangering the activities of the organization.
9.04. Dissolution. In the event of dissolution of the Association, the assets shall be applied and distributed as follows:
- All liabilities and obligations of the Association shall be paid, satisfied and discharged, or adequate provisions shall be made therefor.
- Assets held by the Association upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements.
- The assets held for a charitable, religious, benevolent, educational or similar use, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, trusts, societies or other organizations engaged in charitable, religious, benevolent, educational or similar activities pursuant to a plan of distribution adopted in this article.
- Any remaining assets may be distributed to one or more domestic or foreign corporations, trusts, societies or other organizations engaged in charitable, religious, benevolent, educational or similar activities which qualifies as a Section 501(c) of the Internal Revenue Code provided that no part of the assets shall be distributed to the members of the Association.
9.05. Loans. Loans to officers or directors are prohibited. CERTIFICATE OF SECRETARY OF COLORADO CREDITOR BAR ASSOCIATION, INC., a Colorado non profit corporation. I hereby certify that I am the duly elected and acting Secretary of this Association and that the foregoing Bylaws constitute the Bylaws of this Association as duly adopted at a meeting of the Board of Directors held on June 15, 2011.