Science Writers Association of the Rocky Mountains
A Colorado nonprofit organization
P.O. Box 4424, Boulder, CO 80306
Adopted by the SWARM board of directors on 6/1/22
ARTICLE I. NAME
The name of the Corporation shall be Science Writers Association of the Rocky Mountains, hereafter referred to as SWARM.
ARTICLE II. PURPOSE
The primary purposes for which Science Writers Association of the Rocky Mountains (“Corporation”) is organized and operated are exclusively charitable, educational, and scientific, within the meaning of Section 501(c)(3) of the Internal Revenue Code. To facilitate those purposes, the Corporation undertakes programs and activities to: foster networking, provide professional development and skill building, and create a community among science writers, communicators, educators, students, and others in the Rocky Mountain region who are interested in communicating science. The Corporation aims to promote accurate, accessible, and ethical science writing in the Rocky Mountain region; foster the understanding of science and technology and their relevance to society through scientific literacy; and engage in such other activities as corporations may lawfully engage in under the Colorado Revised Nonprofit Corporation Act and as are permissible for corporations qualified as tax-exempt under Section 501(c)(3) of the Internal Revenue Code, as such law may be amended from time to time.
ARTICLE III. MEMBERSHIP
Section 3.01. Membership. Any person involved in science communication may become a member of SWARM by paying annual membership dues. This includes but is not limited to journalists, authors, editors, producers, public information officers, and people who write and produce films, museum exhibits and other material intended to inform the public about science and technology.
Section 3.02. Annual Dues. The dues shall be set from time to time by the Board of Directors. Continued membership is contingent upon being up-to-date on membership dues.
Section 3.03. Rights of Members. Each Member shall be eligible to appoint one voting representative to cast the Member’s vote in Corporation elections.
Section 3.04. Resignation. Any Member may resign immediately by filing a written resignation with the Corporation’s Secretary. Resignation shall not relieve a Member of unpaid dues or other charges previously accrued.
Section 3.05. Termination. All Members are required to comply with SWARM’s Code of Conduct. Any one (1) Member can file a formal grievance, labeled as such, with any member of the Board of Directors regarding another Member of the Corporation. Within 30 days, the Board shall review the grievance to assess whether the actions of the accused Member is substantially prejudicial to the best interests of the Corporation. If the accused Member is also a member of the Board, or has a substantial personal or professional relationship with any member of the Board, the grievance will be reviewed by members of the Board minus those who have those relationships. As part of the grievance review, the accused will be provided with all relevant information at least ten (10) days prior to a virtual or in-person hearing, during which the accused will have the full opportunity to present evidence on their behalf. After this hearing the Board members who are reviewing the grievance will vote in a timely fashion on any sanctions to be taken. A majority vote of those reviewing the grievance is required to enact sanctions, which may include suspension or termination of membership.
ARTICLE IV. MEETINGS OF MEMBERS
Section 4.01. Annual Meetings. An annual meeting of the Members shall take place in the month of September, the specific date, time, and location of which will be designated by the Board of Directors. At the annual meeting the Members shall elect the Board of Directors (including Officers), receive reports on the activities of the Corporation, and determine the direction of the Corporation for the coming year.
Section 4.02. Special Meetings. Special meetings may be called by the President or by a simple majority of the Board of Directors. A petition signed by ten percent (10%) of Members may also serve to call a special meeting. A special meeting shall be held at a time specified by the person or group calling the meeting.
Section 4.03. Notice of Meetings. All Members shall be notified of all general membership meetings (including annual meetings and special meetings) through electronic message or such other manner as the Board of Directors may determine, not less than two (2) weeks prior to the meeting. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting unless specifically required by law or by these bylaws.
Section 4.04. Telephone and Virtual Meetings. At the option of the Board of Directors, Member meetings may include participation by means of conference telephone, virtual meeting platform, similar communication equipment or another electronic means, by which all persons participating in the meeting can communicate with one another.
Section 4.05. Quorum. A quorum for conducting business at all meetings of the Members shall be five percent (5%) of the total number of Members.
Section 4.06. Voting. All issues to be voted on shall be decided by a simple majority of those Members attending the meeting at which the vote takes place. Voting may also take place virtually, through a secure method. In the event of a tie, the President will cast the deciding vote.
ARTICLE V. BOARD OF DIRECTORS
Section 5.01. General Powers. The affairs and property of the Corporation shall be managed by its Board of Directors. Duties of Board members include but are not limited to: setting dues for membership; maintaining the financial health of the Corporation; appointing committee chairs as needed for specific purposes; and assuring that all funds are spent in accordance with the conditions of incorporation.
Section 5.02. Number. The number of Board members shall be no less than four (4) nor more than ten (10) including the Officers: President, Vice-President, Treasurer, and Secretary.
Section 5.03. Tenure and Qualifications. The initial Officers are named in the Articles of Incorporation as filed with the Secretary of State of Colorado, plus six (6) additional Board members, making a total of ten (10) initial Board members. Thereafter, Board members shall be nominated and elected in accordance with the provisions herein. Terms shall begin in September on the date of the Corporation’s annual meeting or no later than September 30th, and end 24 months later, in September on the date of the Corporation’s annual meeting or no later than September 30th. Board members may not serve more than two consecutive full terms on the Board. Each Board member shall be a Member of the Corporation whose membership dues are paid in full. Each Board member shall attend at least half of all Board meetings per year.
Section 5.04. Elections. Candidates for open Board positions may be nominated by any SWARM member. Self-nomination is permitted. Nominations shall close fourteen (14) days prior to the election. The results of the election shall be tallied by one or more SWARM members who are not candidates for the Board. Officers and all other Board members will be elected by a simple majority vote of the Members, as discussed in Section 4.06.
Section 5.05. Board Meetings. The Board of Directors will meet at least quarterly each year, as designated by the President in notice of the meeting. The Board of Directors may provide, by resolution, the time, date, and place of other regular meetings without other notice than such resolution. Notice of these meetings shall be sent to all Board members no less than seven (7) days prior to the meeting date.
Section 5.06. Telephone and Virtual Meetings. The Board of Directors meetings may include participation by means of conference telephone, virtual meeting platform, similar communication equipment or another electronic means, by which all persons participating in the meeting can communicate with one another.
Section 5.07. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Board members. A special Board meeting shall be held at a time specified by the person or group calling the meeting. Notice of any special Board meeting shall be given at least three (3) business days in advance of the meeting by telephone or electronic methods or by written notice. Attendance at a special meeting is not required.
Section 5.08. Quorum. At least half of Board members must be present for a quorum in a Board meeting.
Section 5.09. Removal from Board. A Board member who fails to remain a Member of the Corporation in good standing, or who has unexcused absences from more than half of the Board meetings in a year, shall be considered disqualified and shall be required to relinquish their position as a Board member. Like all Members of the Corporation, Board members are subject to the procedures laying out suspension or termination of membership as described in Section 3.05.
Section 5.10. Vacancies. Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular Board meeting. Vacancies may be created and filled according to specific methods approved by the Board of Directors.
Section 5.11. Compensation. Members of the Board of Directors shall not receive any stated salaries for their services as a member of the Board of Directors. The Corporation shall be authorized and empowered to reimburse members of the Board of Directors for actual expenses incurred on behalf of the Corporation and approved by the Board of Directors.
ARTICLE VI. OFFICERS
Section 6.01. Definition and Terms. The Officers of this Board shall be the President, Vice-President, Treasurer, and Secretary. All Officers must be active members of the Board. The term of office for each Officer shall be two (2) years or until a successor has been duly elected, beginning at their elections and terminating at the election of the succeeding officers. Officers may not serve more than two consecutive full terms.
Section 6.02. President. The President shall preside at all meetings of the Board of Directors and of the membership (if the Board does not have a Membership Chair). The President shall perform all duties incident to the office of President and Chair of the Board, and such other duties as may be prescribed by the Board of Directors from time to time. Subject to the approval of the Board, the President may enter into any contract or execute and deliver any instrument in the name of the Corporation.
Section 6.03. Vice-President. In the absence of the President, in the event of a vacancy of the office of President, or in the event of the President's inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions on the President. The Vice-President shall perform such other duties as from time to time may be assigned to the Vice-President by the President or by the Board of Directors.
Section 6.04. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever; and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. The Treasurer shall also file taxes each year, and shall ensure that board members are reimbursed for out-of-pocket expenses for the Corporation.
Section 6.05. Secretary. The Secretary shall keep a record of every general business meeting and Board meeting. The Secretary shall distribute the minutes of each meeting within two (2) weeks of each meeting. The Secretary will be custodian of the corporate records; keep a list of Members; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or by the Board of Directors.
Section 6.06. Vacancies of Officer Positions. If a vacancy occurs in the office of President, the Vice-President shall immediately assume the duties of the President for the remainder of their term. If a vacancy occurs in the office of any other officeror other Board Member, the Board will appoint a successor for the remainder of the term.
ARTICLE VII. COMMITTEES
Section 7.01. Board. The Board of Directors shall be responsible for the Corporation’s direction and shall serve as trustees of the chapter’s property.
Section 7.02. Other Committees. The Board of Directors may from time to time appoint committees whose powers, terms of service, and rules of procedure shall be determined by the Board. The Board shall appoint committee chairpersons for the committees as the need arises.
ARTICLE VIII. MISCELLANEOUS
Section 8.01. Books and Accounting. The Corporation shall keep complete books and records of account and minutes of the proceedings of the Board of Directors.
Section 8.02. Communications. Organizational communications with members may be
accomplished by means of electronic mail. Official notifications, such as announcements of
elections, will be sent by electronic mail. Elections and other matters requiring a vote of the
membership will also be held by electronic mail.
ARTICLE IX. CONFLICT OF INTEREST
The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
ARTICLE X. INDEMNIFICATION
The directors and officers of the Corporation will be indemnified by the Corporation to the full extent required by law.
ARTICLE XI. AMENDMENTS
Revision or amendments to the Bylaws may be proposed by a majority of the Board of Directors or by a petition signed by at least ten (10) SWARM Members. Any such proposed revision or amendments shall be submitted in writing to the Board of Directors not less than ninety (90) days prior to the date of the next annual meeting. Each Member shall receive in writing all proposed revisions or amendments to the bylaws not less than thirty (30) days prior to the annual meeting. The President will present the proposed revisions or amendments to the membership at the meeting prior to a vote. A simple majority of the Members voting shall be required to revise or amend the bylaws.
ARTICLE XII. DISSOLUTION
Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XIII. ADOPTION OF BYLAWS
We, the undersigned, are all of the initial directors or incorporators of this Corporation, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of the seven preceding pages, as the Bylaws of this Corporation.
ADOPTED AND APPROVED by the Board of Directors on this 1st day of June, 2022.