CW Bylaws (as Amended October 2024)

Article I: Purpose

The name of this organization is the COLORADO WHITE WATER ASSOCIATION, also doing business as Colorado Whitewater. The Association’s purpose is  to promote white water paddling by introducing persons to the sport; providing training and safety instruction;  informing its members and the general public about the many conservation and access issues related to white water rivers; and providing a friendly and cooperative atmosphere within which its members can socialize and, while doing so, enjoy the waterways of the Rocky Mountain Region.

Article II: Membership

Membership in the Association is open to any person who subscribes to the purposes set forth in Article I. Membership will be conferred upon payment of annual dues. Members will be classified as individuals, households, or organizations. The Board of Directors may also bestow honorary memberships to individuals who have made special contributions to the sport of white water paddling.

Article III: Meetings

Section I - Annual Meeting. The annual meeting of the Association must be held in October or in November before Thanksgiving. The meeting may be held in-person or virtually.  Five (5) percent of the total number of active members or thirty (30) members, whichever is less, will constitute a quorum .

Section II - General Membership Meeting. At least one (1) general membership meeting must be held each year, which may be  the annual meeting. The Board of Directors shall have the right to call a special meeting of the members at any time. Meetings may be held in person or virtually.   Five (5) percent of the total number of active members or thirty (30) members, whichever is less, will constitute a quorum 

Section III - Board Meetings. At least  four (4) board meetings must be held each year. A minimum of five (5) or a majority of board members will constitute a quorum, whichever is greater .

Section IV - Location of Meetings. The location, date, and time of the annual and general membership meetings will be selected by the Board of Directors. Meetings may be held in person or virtually. Notice of the meeting must be published at least two weeks beforehand on the Colorado Whitewater website or by general email notification to the membership.

Article IV: Board of Directors

Section I - Membership. The Board of Directors must consist of at least  five (5) but no more  than  eleven (11) members. The board is required to have four officers: President, Vice President, Secretary, and Treasurer. Within the limits stated in this Section, the Board may increase or decrease its membership as circumstances warrant.

Section II - Duties. In addition to the duties listed in Section I, the Board of Directors will determine the general policies of the Association to achieve the purposes described in Article I.

Section III - Nomination and Election. Ahead of the annual meeting, a nominating committee will solicit volunteers for the upcoming Board. A slate of nominees and proposed Director roles will be presented to the membership to be confirmed by a majority of votes cast. If the slate of candidates is rejected, each candidate and position will be voted upon individually. The nominee must approve of the nomination but need not be present at the elections. Nominees who receive a majority of the votes cast will assume office immediately. If there is a vacancy or a need for an additional Director role, mid-year, the Board Officers shall have the authority to fill the position with a majority vote until the next election.

Article V: Removal from Office

Section I - Member Petition. The question of removal from office of any director will be considered by the Board of Directors upon submission of a “Petition of Removal from Office” detailing the reasons for removal and signed by at least five Association members. The President or Vice President must convene a meeting of the Board of Directors to act upon the Petition within 30 days after the Board received the Petition.

Section II - Grounds for Removal. Grounds for removal include but are not limited to: failure to perform the duties of the office; activities contrary to the Association’s stated purpose; or any fraud, theft, or the willful or malicious destruction of Association monies, records, equipment, or property.

Section III - Director Notification. A director who is the subject of the Petition must be notified of the Petition within five days from the date the Board receives the Petition. The director must be afforded a reasonable opportunity to respond to the Petition at the board meeting required by Section I of Article V.

Section IV - Final Vote. A director may be removed from office only upon the affirmative vote of at least two-thirds of the entire membership of the Board, regardless of the number of Board members actually in attendance. Proxy voting by Board members on the question of removal from office is not permitted.

Article VI: Finances

Section I - Non-Profit Status. This Association must operate as a non-profit organization.  Directors shall not be compensated for services rendered as members of the board .

Section II - Distribution of Finances. No part of the finances of the Association may be distributed unless the Board authorizes payment or reasonable compensation for services rendered or expenses incurred in achieving the goals of the Association.

Section III - Obligations and Bills. All obligations and bills of the Associations will be paid upon authorization of the Board of Directors.

Section IV - Dues. The Board of Directors will set the annual dues to be charged to members. The dues may be used to pay the Association’s expenses and to promote the purposes of the Association as set forth in Article I.

Section V - Budget Meeting. The Board of Directors must adopt a draft budget for the next year to be finalized and approved by a majority of the Board by January 31.  

Section VI - Fiscal Year. The fiscal year of the Association will begin January 1.

Article VII: Amendments

Any member may propose an amendment to the bylaws by submitting the proposed amendment in writing to the President. The proposed amendment must be published on the Colorado Whitewater website or in a general email to the membership at least two (2) weeks before the meeting at which it will be voted upon. The proposed amendment will become effective if it is seconded and approved by a majority of those members present.