COCO INC Bylaws

 

Bylaws
Of
Coalitions and Collaborations, Inc.,

Article 1
Offices

Section 1. Principal Office

The principal address of the corporation is located at 38000 Cherokee Ave, Lake George, Park
County, Colorado 80827.

Section 2. Change of Address

The designation of the county or state of the corporation’s principal office may be changed by
amendment to the Bylaws.

The Board of Directors may change the principal office from one location to another
within the named county by noting the changed address and effective date below, and such
changes of address shall not be deemed, nor require, an amendment to these Bylaws.

Section 3. Other Offices

The corporation may also have offices at such other places, within or without its state of
incorporation, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may, from time to time, designate.

Article 2
Nonprofit Purposes

Section 1. IRS Section 501(c)3 Purposes

This corporation is organized exclusively for one or more of the purposes as specified in Section
501(C)3 of the Internal Revenue Code, including the making of distributions to organizations
that qualify as exempt organizations under Section 501(c)3 of the Internal Revenue Code.

Section 2. Specific Objectives and Purposes

COCO Inc., encourages, fosters and supports new, emerging, and existing coalition and
collaborative groups by providing a sustainable model and platform of leadership, infrastructure and organizational structure to groups seeking to protect the protect and restore natural resources and local communities through the cooperative efforts of stakeholders, with emphasis on best available science, community values and economic sustainability.

For our purposes, we are defining coalitions as formal 501(c)3 organizations (either those having their own determination, or those operating under COCO Inc.’s group determination), and collaboratives as informal organizations. A collaborative may be a stepping stone to a coalition, it may be a short-term informal organization that lives only for the time of a specific project or program, or it may remain in existence for years but not feel compelled to become a formal nonprofit corporation.

Whether an organization is a coalition or a collaborative, to fit under the umbrella of COCO, it
must absolutely commit to the following tenets of collaborative conservation and the principles
that made the Coalition for the Upper South Platte, initiator of COCO, Inc. successful:

1. It must be highly accountable, transparent, and ethical.
2. It must be inclusive
3. It must be driven by strong consensus.
4. It must work on a watershed or ecosystem landscape basis.
5. It must utilize best-available science and adaptive management.
6. It must work for people and the planet within its selected area.
7. It must engage and educate citizens in issues.
8. It must not be, in its own right, a strong advocacy group, though stakeholders may be
strong advocates through their respective positions. When it does engage in advocacy, it
must be based on a strong consensus with input from all stakeholders.

When it comes to inclusiveness, the groups that COCO INC will support must not just be made
up of government entities, yet they must have a significant number of government entities
directly involved on their board or leadership team, including but not limited to counties, cities,
towns, municipal water providers, special districts, and state and federal agencies who will be
directly invested and participate in the coalition or collaborative. However, unlike “council’s of
governments” or certain government-designated “authorities,” various nongovernmental
stakeholders must also be fully represented and embodied in the leadership of the coalition or
collaborative. These stakeholders will bring to the table the interests of environmental
organizations, the recreation community, farmers and ranchers, businesses, citizens, etc. Makeup of the nongovernmental stakeholders should mirror the types of groups that federal land management agencies typically consider in creating Resource Advisory Committees.

Article 3
Organization

Section 1. Member Entities

COCO Inc. is made up of member organizations (coalitions or collaboratives) and their
stakeholders, who support the mission and the specific objectives and purposes as outlined in
Article 2, Section 2. It is the goal of the COCO Inc. Board of Directors to encourage wide
participation and membership in COCO Inc. All stakeholders are encouraged to attend Board
meetings, communicate their concerns and needs to the Board and management, and provide
feedback for how COCO Inc. can improve their ability to do meaningful conservation and
community protection work.

Member entities will sign an affiliation agreement with COCO Inc. as approved by the COCO
Inc. Board of Directors. Section 2. Board of Directors
The Board of Directors shall consist of at least eleven members, and no more than twenty-five
members. The Board consists of members from the following classes of stakeholders:

1. COCO Inc. Board of Directors (up to three seats).

2. Formal 501(c)(3) coalition-type members. Each formal coalition that joins COCO
Inc is entitled to one seat. The director representing a coalition member is chosen
by the coalition’s own board of directors. Coalition members (individuals or
stakeholder representatives) may also be included in the other types of
membership outlined below. Each coalition may also appoint an alternate who is
welcome to represent the coalition’s position, and may vote if their primary board
member is not available.

3. Informal, non 501(c)(3), collaborative-type members. Informal collaboratives
may control up to 25% of the total board, representing the various collaboratives
who are working under COCOs umbrella. As collaboratives are not formal
organizations, COCO Inc staff and Board members will work with the
collaboratives to assure that they have adequate representation, while recognizing
that they are often of a temporary nature themselves, and generally do not each
have the same interest in COCO Inc’s long-term success.

4. State & Federal agencies. Agencies will have up to three pro-forma seats. Federal
and state agencies are important partners with the coalitions and collaboratives
that work under the COCO Inc. umbrella, so the COCO Inc. Board will seek to
have interested staff from these entities participate in a nonvoting capacity.

5. Interested individuals. The COCO Inc. Board wishes to engage interested
individuals representing business, philanthropy, and concerned members of the
public. As such, we provide for up to 25% of the Board to be made up of
interested individuals.
The Board will take reasonable steps to assure that there is at least one member
representing each class of membership. The Executive Committee (or a committee appointed by them) and Chief Executive Officer will serve as the search committee to identify potential
directors.

Federal agencies may have up to two seats on the Board of Directors in an ex-officio
advisory capacity, but federal agency personnel may not hold full voting privileges.
Members of the Board of Directors (or their Board-recognized alternates) who are unable
to attend a meeting in person may vote by telephone, fax, or e-mail. Members must contact the
Secretary, or such person as the Secretary designates (designee), at least two days prior to a
scheduled meeting, to make arrangements to use alternate voting privileges. The Secretary, or
designee, will provide forms, as necessary, to enable members to vote through alternative means.

The Board of Directors votes to approve new Board members.

Section 3. Officers of the Board of Directors

The Board of Directors will elect officers from among themselves. Officers of the Board will
include Chair, Vice-Chair, Secretary, Treasurer and/or Secretary/Treasurer.
Officers will serve for a term of two years. Officer terms will be staggered so that the
entire slate of officers does not turn over in any given year. To help provide continuity, the ViceChair will serve one term as Vice-Chair, and then become Chair for the next term. Officers will be nominated through a nominating committee, which will be appointed during the last official business meeting of each even year, and confirmed by a majority vote of the Board of Directors. Elections will then take place during the first official meeting of each calendar year.
The officers of the Board will constitute the Executive Committee. The Board of
Directors may, at its option, delegate any or all of its powers and duties to the Executive
Committee by majority vote. Each officer of the Board shall serve until his or her successor is elected and qualifies. Officers may resign before completion of their term, by providing sixty (60) days written notice to the Secretary or designee.

Section 4. Termination of Board Participation

Any Board member, or entity with a representative on the Board of Directors, may terminate
participation at any time, by giving sixty (60) days written notice of termination to the Board of
Directors. Written notice expressing intent to terminate participation should be accompanied
with a written explanation of why the member or entity is terminating its participation in the
Board of Directors.

The Board may take action against any Board member who regularly fails to attend
meetings and has three unexcused absences in a year, or who fails to participate in necessary
activities of the Board, up to and including forced termination from the Board. If the Board
terminates an individual representing a coalition, the coalition will be notified and may name a
new Board member immediately.

Section 5. Membership Fee

Each member of the Board of Directors, or the entities they represent, shall contribute an annual membership fee in such amount as may be determined by the Board of Directors. The Board of Directors may, at their discretion, establish sliding fees for different classes of membership.

Section 6. Committees

Committees and subcommittees may be formed as needed to perform tasks identified by the
Board of Directors. Each committee shall serve at the pleasure of the Board, and may be
longstanding, or short-term. Meetings and actions of all committees shall be governed by all
provisions of these Bylaws concerning meetings of the Board of Directors, with such changes as
are necessary to substitute the committee and its members for the Board of Directors and its
members, except that the time for regular and special meetings of committees may be fixed by
resolution by the Board of Directors or by the committee. The Board may develop advisory
committees that consist of outside experts, representing government, academia, business, or
other groups and sectors of the nonprofit world.

Section 7. Decision Making

It is the intent of the Board of Directors to achieve consensus on all action items and all
reasonable effort will be made to attain consensus. In the event that consensus is not achieved,
and a quorum vote is taken (see Section 16, below), 50%+1 will carry the vote.
As some issues that come before the Board of Directors may have a time sensitive nature,
and as members may need to clearly understand the intent of the Board with regard to said
issues, a vote may be called for to establish if consensus has been reached. Any member wishing to call for a vote on an issue shall notify the Secretary or designee at least seven (7) days prior to said vote.

Section 8. Compensation

No compensation will be authorized or paid to the Board of Directors. Reimbursement for
certain expenses (such as travel to a meeting deemed to be for the benefit of COCO Inc.) may be made, if authorization for said expense is approved by the Executive Committee of the Board. Members wishing to be reimbursed should request authorization prior to incurring expenditures.

Section 9. Conflict of Interest

COCO Inc., has a formal Conflict of Interest Policy (see COCO Inc. Policies). All members of
the Board of Directors, staff, and key volunteers or consultants shall review this policy annually
and shall always conform to this policy.

Section 10. Powers

Subject to the provisions of the laws of this state, and any limitations in the Articles of
Incorporation or these Bylaws, the activities and affairs of this corporation shall be conducted
and all corporate powers shall be exercised by or under the direction of the Board of Directors.

Section 11. Duties

The Board of Directors will have primary oversight for setting the strategic course of COCO
Inc., and for the review and approval of major programs and plans. The Board of Directors will
review and approve other policies developed by the Chief Executive Officer or the Executive
Committee (including but not limited to financial, conflict of interest, personnel, safety, and/or
operational policies).

Other duties include, but are not limited to:
a) Perform any and all duties imposed on them collectively or individually by law, by
the Articles of Incorporation, or by these Bylaws.
b) Appoint and remove, employ and discharge, and except as otherwise provided in
these Bylaws, prescribe the duties and fix compensation, if any, of all officers, agents,
and the Chief Executive Officer of this corporation.
c) The Chief Executive Officer, with direction from the Executive Committee, has
oversight to hire or fire additional employees as deemed necessary to meet
obligations under grants, agreements, and other funding sources, and to fulfill its
mission.
d) Supervise all officers, agents and the Chief Executive Officer of the corporation to
assure that their duties are performed properly.

Officers of the Board of Directors are expected to perform additional duties, as outlined below:
The Chair will convene regularly scheduled board meetings, preside or arrange for other
members of the executive committee to preside at each meeting in the following order: vicechair, secretary and treasurer.

Additional duties of the Chair include:
a) Oversee board and executive committee meetings.
b) Serve as ex-officio member of all committees.
c) Work in partnership with the chief executive to make sure board resolutions
are carried out.
d) Call special meetings as necessary.
e) Appoint all committee chairs, and with the chief executive, recommend who
will serve on committees.
f) Assist chief executive in preparing agenda for board meetings.
g) Assist chief executive in conducting new board member orientation.
h) Oversee the search for a new chief executive.
i) Coordinate chief executive’s annual performance evaluation.
j) Work with the nominating committee to recruit new board members.
k) Act as an alternate spokesperson for the organization.
l) Consult with board members on their roles and help them assess their
performance, individually and through an annual Board Self Assessment.

Vice Chair: The vice chair shall chair committees on special subjects as designated by the
board. Other duties are as follows.
i) Attend all board meetings.
j) Serve on the executive committee.
k) Carry out special assignments as requested by the board chair.
l) Understand the responsibilities of the board chair and be able to perform these duties
in the chair’s absence.
m) Participate as a vital part of the board leadership.

Secretary: The secretary shall be responsible for keeping records of board actions, including
overseeing the taking of minutes at all board meetings, sending out meeting announcements,
distributing copies of minutes and the agenda to each board member, and assuring that corporate
records are maintained. Other duties performed by the secretary include the following:
a) Attend all board meetings.
b) Serve on the executive committee.
c) Maintain all board records and ensure their accuracy and safety.
d) Review board minutes.
e) Assume responsibilities of the chair in the absence of the board chair, chair-elect, and
vice chair.
f) Provide notice of meetings of the board and/or of a committee when such notice is
required.

Treasurer: The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public. Additional duties are as follows.
a) Maintain knowledge of the organization and personal commitment to its goals and
objectives.
b) Understand financial accounting for nonprofit organizations.
c) Serve as chairperson of the finance committee.
d) Manage, with the finance committee, the board’s review and action related to the
board’s financial responsibilities.
e) Work with the chief executive and the chief financial officer to ensure that
appropriate financial reports are made available to the board on a timely basis.
f) Assist the chief executive or the chief financial officer in preparing the annual budget
and presenting the budget to the board for approval.
g) Review the annual audit with the auditor, as required by law, and answer board
members’ questions about the audit.

Section 12: Meetings

Meet at such times as required by these Bylaws and to adequately fulfill the responsibilities as
defined below:

1. Meetings of the Board of Directors will be held at least quarterly, and monthly meetings
may be held, as business requires. These meetings may be in person or via telephone
conference call.

2. Written notice of meetings shall be given to each member, and others as appropriate, at
least fourteen days before all regular scheduled meetings.

3. Special meetings may be called by any member upon receipt of written request submitted
to the Secretary or designee, at least three days before said meeting is scheduled to be
held.

4. Fifty-one percent of the members must be present to constitute a quorum. No vote may
be taken in the absence of a quorum.

5. Special meetings held via telephone conference call must address a specific issue, or
issues, which cannot wait until a regular meeting.

Section 13. Conduct of Meetings

Meetings of the Board of Directors shall be presided over by the Chair. If no such person has
been designated, or in his or her absence, than the Vice-Chair shall preside. In the absence of
both the Chair and the Vice-Chair, than a temporary Chair shall be chosen by a majority of those present at the meeting.

The Secretary shall oversee the taking and preservation of the minutes of all meetings of the Board, shall assure that the records of the corporation are responsibly maintained and
safeguarded, shall attest to all certified copies of official records, shall assure that documents of
the corporation as may be required by law are appropriately filed, and shall perform such other
duties as prescribed by the Board of Directors or by law. The Secretary may designate the Chief
Executive Officer or other appropriate Staff to perform any or all secretarial functions as
described by these Bylaws. If the Secretary is temporarily unavailable to fulfill his or her duties,
the Board may appoint another qualified person to perform secretarial functions until the
Secretary becomes available once again. Each committee shall appoint a person to perform
secretarial functions for their committee, and said person shall file a copy of all documentation

Section 14. Vacancies

Vacancies on the Board of Directors shall exist

1.) Upon the death, resignation, or removal of any director, and
2.) Whenever the number of authorized directors is increased.

Any director may resign by providing written notice to the Chair, the Secretary, or the
Board of Directors. No director may resign if the Board would then be left without sufficient
directors to carry out its affairs, except upon notice to the Office of the Attorney General or other
appropriate agency.

Directors may be removed from office, with or without cause, as permitted by these
Bylaws and laws of this State.

Section 15. Non-liability of Directors

The Directors shall not be personally liable for the debts, liabilities, or other obligations of the
corporation, except as provided for by the laws of this State.

Section 16. Indemnification

The Directors of the corporation shall be indemnified by the corporation to the fullest extent
permissible under the laws of this State.

Section 17. Insurance of Corporate Officers

Except as otherwise noted under the provision of law, the Board of Directors will purchase and
maintain Directors and Officers insurance on behalf of any agent of the corporation (including a
director, officer, employee, or other agent) against liability asserted against, and incurred by the
agent in such capacity and arising out of the agents status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws, or the provision of law.

Article 4
Execution of Instruments, Deposits and Funds

Section 1. Execution of Instruments

The Board of Directors, except as otherwise provided in these Bylaw, may by resolution,
authorize the Chief Executive Officer to enter into contracts, and execute and deliver instruments in the name of the corporation, and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Checks and Notes

Except as otherwise specifically determined by resolution of the Board of Directors, or as
otherwise required by law, checks, drafts, promissory notes, orders for payment of money, and
other evidence of indebtedness of the corporation shall be signed by the Treasurer and
countersigned by the Chair. The Treasurer and Chair may designate other signatories, as they
deem necessary for specific purposes.

Section 3. Deposits

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board may select.

Section 4. Gifts

The Board may accept, on behalf of the corporation any contribution, gift, bequest, or devise for
the nonprofit purposes of this corporation, as long as said contribution, gift or bequest does not encumber, compromise or unduly obligate the corporation in acceptance thereof. The Board may adopt by resolution a written Gift Policy that supersede any or all sections of this Article, without having to revise these Bylaws.

Section 5. Financial Policies

The Board may adopt by resolution written Financial Policies that supersede any or all sections
of this Article, without having to revise these Bylaws.

Section 6. Additional Policies

The Board may approve additional policies as needed for the effective operations of COCO Inc.,
such as personnel policies or safety policies. The Board may designate authority to develop and
implement such policies to the Chief Executive Officer as needed between meetings. Such
policies will be formally adopted by resolution at the first regularly scheduled Board meeting.

Article 5
Corporate Records, Reports and Seal

Section 1. Maintenance of Corporate Records

COCO Inc., shall keep at its principal office or at such place as the Secretary designates:

a) Minutes of all meetings of the Board of Directors, of committees, and of all members,
indicating the time and place such meeting was held, whether a regular meeting or special meeting, how called, notice given, and names of those present and the
proceedings thereof.

b) Adequate and correct books and record of accounts, including accounts of its
properties and business transactions, and accounts of its assets, liabilities, receipts
disbursements, gains and losses.
c) A record of its members, if any, indicating their names, addresses, and if applicable,
class of membership.

d) A copy of the Articles of Incorporation and Bylaws as amended to date, which shall
be open to inspection by the members at all reasonable times during office hours.

Section 2. Corporate Seal

The Board may adopt, use, and at will, alter a corporate seal. The Secretary or Secretary’s
designee shall keep such seal. Failure to affix the seal to corporate instruments, however, shall
not affect the validity of such instrument.

Section 3. Inspection Rights

Every Director shall have the absolute right, at any reasonable time, to inspect and copy all
books, records, and documents of every kind, and to inspect the physical properties of the
corporation.

Each and every member of an affiliated coalition or collaborative, and members of the
general public, shall have the following rights:

a) To inspect and obtain copies of records of all voting Directors’ names and addresses,
and voting rights, at such reasonable times upon written demand to the Secretary.

b) To inspect and obtain copies of, at any reasonable time, records of minutes, upon
written demand to the Secretary.

c) To inspect and obtain copies of, at any reasonable time, financial reporting
information, including public form 990s and audits.

d) Access to other documents deemed appropriate by the Board that do not have privacy
protection considerations, such as personnel files or documents that are covered by
attorney-client privilege.

e) COCO Inc. will make every effort to keep all documents that are generally considered
of public interest on its website; however the Board may establish reasonable fees to
charge for copying requested records when they are not available on our website, or
when the requesting party prefers an original hard copy over an electronic copy from
the web.

f) Any inspection under these provisions may be made by the person, or an agent or
attorney for the person making the request.

Section 4. Periodic Report

The Board shall cause any annual or periodic report required under law to be prepared and
delivered to an office of this State or to the members, if any, of this corporation, to be so
prepared and delivered within the time limits set by law.

Article 6
IRS 501(c)3 Tax Exempt Provisions

Section 1. Limitation on Activities

No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided for by Section 501 (h) of the Internal Revenue Code), and this corporation shall not participate in, nor intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.

Not withstanding any other provision of these Bylaws, this corporation shall not carry on
any activities not permitted to be carried on

a.) By a corporation exempt from Federal income tax under Section 501 (c)(3) of the
Internal Revenue Code, or

b.) By a corporation, contributions to which are deductible under Section 170 (c) 2 of the
Internal Revenue Code.

Section 2. Prohibition Against Private Inurement

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, Directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for service rendered by employees and agents, and to make payments and distributions in furtherance of the purposes of this corporation.

Section 3. Distribution of Assets

No part of the net earnings of this corporation, nor assets remaining after payment of all its debts and liabilities, shall be distributed except to organizations for one or more exempt purposes within the meaning of Section 501(c)3 of the Internal Revenue Code, or to the Federal
government, or a state or local government for public purposes. Such distribution shall be made in accordance with all applicable provisions of the laws of this State.

Article 7
Amendment of Bylaws

Section 1. Amendment

These Bylaws may be amended by a majority (50%+1) vote of the Board of Directors at any
regular meeting, or any special meeting of the Board, provided that the amendment has been
submitted in writing to the Board at the previous meeting and included in the minutes of that
meeting.

Article 8
Construction and Terms

If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation,
the provisions of the Articles of Incorporation shall govern.

Should any of the provisions or portions of these Bylaws be held unenforceable or invalid
for any reason, the remaining provisions and portions of the Bylaws shall be unaffected by such
holding.

All references in the Bylaws to the Articles of Incorporation shall by to the Articles of
Incorporation and Articles of Amendments to the Articles of Incorporation of this corporation, as filed with the Secretary of State and used to establish the legal existence of the corporation.

All references in these Bylaws to a section, or sections, of the Internal Revenue Code
shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of future Federal tax codes.

Adoption of Bylaws

Adopted by a vote of the Board of Directors on the 25th day of November, 2014.

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