VEGETARIAN SOCIETY OF COLORADO

BYLAWS TO THE CONSTITUTION

ARTICLE I -- MEMBERSHIP

Section 1: Classes of Membership. The Society shall have one class of membership.

Section 2: Qualification for Membership. All persons who pay such annual dues as may be established by the Board of Directors shall be members of the Society.

Section 3: Voting Rights and Holding Office. Only members who are vegetarian shall be entitled to vote and hold office.

Section 4: Transfer of Membership. Membership in the Society is not transferable or assignable.

Section 5: Amount of Annual Dues. The Board of Directors may determine, from time to time, the amount of the annual dues payable to the Society by members.

ARTICLE II -- MEETINGS OF MEMBERS

Section 1: Regular Meeting. A regular meeting of the members shall be held at least once in the calendar year, normally in the month of January. Time and place of the meeting shall be determined by the Board of Directors. The business of this meeting may include the election of Directors or the transaction of any other business specified by the Board of Directors.

Section 2: Special Meetings. Special meetings of the members may be called by the Board of Directors or by written demand of five percent (5%) or more of the members.

Section 3: Scheduling of Meetings. Where a special meeting is demanded by five percent (5%) or more of the members as specified in Article II, Section 2 above, such special meeting may be scheduled by such members provided the notice provisions of Article II, Section 5 are complied with. In that event, all notification and meeting costs shall be borne by such members.

Section 4: Voting. Each member shall be entitled to one vote, to be cast in person or by signed written proxy at a meeting. No vote of the members shall be effective unless a quorum of ten percent (10%) or more of the members shall have voted.

Section 5: Notice of Meetings. Written or printed notice stating the place, day, hour, and purpose of any regular or special meeting of the members, shall be mailed to each member not less than ten (10) days before the date of such meeting. Notice shall also include an agenda of all matters on which a vote of the members is to be taken sufficient to allow voting by proxy.

Section 6: Membership Voting Between Meetings. If a specific action requiring a vote of the membership is of sufficient urgency to warrant prompt action but is of insufficient importance or complexity to warrant a special membership meeting, the Board of Directors may poll the members by mail.

Section 7: Vote Binding on Directors. A vote of the majority of the members voting in accordance with this Article II shall be binding upon the Board of Directors.

Section 8: Branch potlucks. The VSC welcomes everyone to attend events and potlucks. We prefer to keep our events completely free of all animal products so that everyone can enjoy all dishes provided.

Section 9. Establishment of Branches. The board of directors may establish or dissolve branches of the Society as it sees fit. A branch shall coordinate activities of the society within a specific geographical area. Each branch must have at least one board representative, a person from that geographical area who serves on the board of directors. Each branch must have a branch coordinator responsible for the activities of the branch, who need not be the same person as the board representative.

ARTICLE III -- BOARD OF DIRECTORS

Section 1: General Powers. The general policies and affairs of the Society shall be directed by its Board of Directors. Directors must be members of the Society and vegetarians. A vegetarian is one who does not eat meat, fish, or fowl in any form, with or without the addition of dairy products and eggs.

Section 2. Number and Tenure. The number of the Board of Directors shall be determined at the time of Board elections to be no fewer than three (3) and no more than ten (10), plus the number of recognized and accepted branches, to include at least one Director from each recognized and accepted branch. If the number of VSC branches increases in between elections, the maximum number of directors shall be increased by one (1) for each additional branch until the next election to allow a director to be appointed to represent the additional branches. A decrease in the number of VSC branches in between elections shall not alter the size of the Board until the time of the next Board elections.

Section 3: Regular Annual Board Meeting. The Board of Directors shall meet at least once per year.

Section 4: Other Meetings of the Board. Other meetings of the Board may be held at the request of two (2) or more Board members.

Section 5: Open Board Meetings. All meetings of the Board shall be open to members of the Society.

Section 6: Notification of Board Meetings. Members of the Board of Directors shall be notified in person, by phone, or by mail at least two (2) days before a meeting of the Board.

Section 7: Quorum and Voting of the Board. The quorum for the transaction of business at any meeting of the Board, shall be three (3); and the vote of the majority of the Directors qualified to vote and voting shall determine any matter submitted to the Board for consideration, unless a different proportional vote is required by the Society's By-Laws.

Section 8: Voting by Poll of Directors. Directors may be polled by mail, email, or telephone where action of the Board is required between meetings. Voting shall otherwise be in accordance with Article III, Section 7.

Section 9: Vacancies on the Board. Vacancies occurring on the Board of Directors other than those due to expiration of a term of office, shall be filled by the Board. A Director chosen by the Board to fill a vacancy shall serve for the unexpired term of his predecessor in office.

Section 10: Removal from Office. Any Director may be removed from office following a fair hearing upon not less than thirty (30) days written notice, for reasons of dereliction of office, dishonesty or untruthfulness, or conduct that is flagrantly damaging to the general Society aims and purposes. Such hearing shall be before a meeting of the Board of Directors.

Section 11: Term of Office. The term of office of all directors shall be until the next bi-annual election, or until their successors are elected, ordinarily to be no more than two years. Elections shall be held in odd-numbered years.

Section 12: Attendance at Meetings. Board members should attend meetings held in their own vicinity. Any Board member who misses three board meetings held within twenty-five miles of their residence during their term of office, without a reasonable excuse acceptable to the Board of Directors, may be considered to have resigned from the Board of Directors.

ARTICLE IV -- ELECTION OF THE BOARD OF DIRECTORS

Section 1: Nominations. Nominations will be accepted at the Society's main office by mail or in person two months before the annual meeting. A list of qualified nominees will be published in the Society newsletter in the issue preceding the annual meeting.

Section 2: Elections. Nominees will be presented to the general membership for election at the annual meeting held in odd-numbered years. All voted ballots must be received by the date of the election. In the event of a tie vote the outcome shall be determined by the current Board of Directors.

Section 3: Mail Ballot. The Board of Directors may at its discretion hold the election by mail ballot instead of at the annual meeting. In this case ballots containing a list of all nominees shall be sent to all voting members.

ARTICLE V -- OFFICERS

Section 1: Election. Officers shall be elected by a majority vote of the Board of Directors, and shall serve at the discretion of the Board.

Section 2. Qualifications. Officers must be members in good standing of the Society, vegetarians, and members of the Board of Directors.

Section 3: Financial Officer. The signature of the financial officer and such other officers or directors as the Board directs shall be the authorized signature on Society checks. The financial officer shall keep financial records, pay bills, and deposit money and otherwise manage the Society's funds and assets as directed by the Board.

Section 4: Other Officers. The Board of Directors may elect or appoint such other officers as it shall deem desirable.

Section 5: Vacancies. A vacancy in any office for any reason may be filled by the Board.

ARTICLE VI -- COMMITTEES

Section 1. Standing and special committees. The Board of Directors shall appoint standing and special committees as may be required with such powers as may be assigned to them by the Board.

Section 2. Executive Committee. The Board of Directors may, at its discretion, appoint an executive committee and delegate to this committee the power to run the day-to-day affairs of the Society. These powers may include the spending of money, the planning of programs and activities, the creation of officer positions, the appointment of officers, and the assignment of tasks and responsibilities.

Section 3. Membership of the Executive Committee. The members appointed to the executive committee must be members of the board. They shall be appointed by the board and serve at the discretion of the board. The board may override any decision of the executive committee or change the composition of the executive committee, or dissolve the committee and exercise direct control over the Society, at any time.

Section 4. President appointed by the Executive Committee. If the Executive Committee chooses to appoint a President of the Society, the President must be a member of the Executive Committee. Other officers appointed by the Executive Committee need not be on the Executive Committee but shall have the qualifications specified in Article 5, section 2.

Section 5. Powers not delegated. The executive committee shall not be delegated the power to appoint board members, to remove or discipline board members, to modify the membership of the executive committee itself, to approve election results, to establish or dissolve branches, or to amend the bylaws. These powers are reserved for the board at all times.

Section 6. Reporting. The executive committee shall take minutes of all decisions made by the executive committee. It shall send these minutes to all members of the board of directors in a timely fashion, normally within three days by e-mail or phone, or within seven days by regular mail.

ARTICLE VII -- AMENDMENTS TO THE BYLAWS

Section 1: Initiation of Amendments. Amendments to the By-Laws shall be initiated either by a member of the Board or by a written petition of five percent (5%) or more of the members in good standing.

Section 2: Voting upon Amendments. Amendments shall be voted upon by the Board of Directors. An amendment shall be ratified only upon two-thirds (2/3) vote of all Board members in good standing.