June 18, 2007

COMMERCE CITY BUSINESS AND PROFESSIONAL ASSOCIATION

ADOPTION OF THESE AMENDMENTS shall serve to fully repeal and replace, in

their entirety, the BY-LAWS of the Association dated: May 6, 1982;

September 9, 1991; September 27, 1994, and August 1, 2002.

ARTICLE I

SECTION 1.1, NAME: The name of the Association is Commerce City Business

and Professional Association, Inc.

SECTION 1.2, INCORPORATION: The Association is a nonprofit corporation

organized under the laws of the State of Colorado.

SECTION 1.3, LOCATION: The principal office of the Corporation

Shall be located: P.O. Box 303, Commerce City, CO 80022

SECTION 1.4, AFFILIATION: The Association shall be an independent

Business and Professional Association, serving its membership by

promoting its mission within its delineated community.

ARTICLE II

SECTION 2.1, MISSION: The Association is the principal voice of business

in its community. The Association's mission is to ensure a favorable

business climate and to promote progressive and orderly development in

its delineated community by (a) coordinating the efforts of commerce,

tourism, industry, transportation, agriculture and the professions in

maintaining a sound and healthy business climate; (b) providing creative

business leadership and effective coordination in solving community

problems and initiating constructive community action; (c) creating

broad understanding and appreciation of the great opportunities in the

area; and (d) promoting the advantages and assets of the community.

SECTION 2.2, AREA: The area or region to be served by the Association

shall be the boundaries of the City of Commerce City, and those

unincorporated areas within those boundaries.

SECTION 2.3, LIMITATION OF METHODS: The Association shall observe all

local, state, and federal laws, which apply to a non-profit corporation

as defined by law.

ARTICLE III

SECTION 3.1, MEMBERSHIP: Any business firm, corporation, association,

partnership, individual, or estate having an interest in the above

objectives shall be eligible to apply for membership.

SECTION 3.2, APPLICATION FOR MEMBERSHIP: Application for membership in

the Association shall be in writing, signed by the applicant, and

submitted to the Board of Directors for approval. The Board's action on

any applicant shall be announced at the next regular meeting (Of the

Association. Any applicant approved for membership shall become a member

upon payment of the dues as provided for in Section 4 of Article III.

SECTION 3.3, CLASSES OF MEMBERSHIP: There shall be three classes of

membership: a) business, b) individual, and c) honorary.

3.3.1 Business and individual members shall have one vote per membership.

3.3.2 Honorary members shall consist of persons recognized for

meritorious service who are interested in promoting the purposes of the

Association. Honorary members shall be entitled to all privileges except

those of making motions, voting, or holding office. There shall be no

greater than three (3) per cent of the active membership comprised of

Honorary members at any given time. The active status of each Honorary

member must be approved by a majority vote of the Board every two years.

3.3.3 Any two or more business or individual class members may file with

the Board of Directors a written grievance against any member, and state

just cause for reprimand or termination of membership. The Board of

Directors shall fully investigate such allegation, and make written

recommendation for further action. The Board of Directors

recommendation shall be submitted to the membership at the next regular

meeting. A two-thirds affirmative vote of the membership, taken by mail

ballot, shall be necessary to censure or terminate the membership of an

offending member. The Secretary shall direct the Election Committee to

mail ballots to each member no later than five days following the

regular meeting at which the Board's recommendation is presented. The

ballots must be returned to the Election Committee within ten days from

the ballot date.

SECTION 3.4, DUES: The annual dues for membership shall be as approved

by a majority vote of the Board of Directors and shall be ratified by

the membership at the Association's next regular meeting following

written notice to the members of any pending change. Dues are payable on

the first day of January, annually. (All dues will be prorated accordingly.)

If a membership is terminated for any reason, no refunds will be made.

Memberships are not transferable.

3.4.1 No member whose dues are 30 or more days in arrears shall be

eligible to vote on any question submitted to the membership, or for the

election of officers or directors. Once dues have been received, Board of

Directors has approved membership, and ratified through other members and

the new member shall be eligible to vote on any questions submitted to the

membership or election of offices.

3.4.2 The Treasurer shall notify all members whose membership dues are

60 days in arrears. Those, whose dues are not paid current within 120

days of the due date, shall be dropped from membership. Any member

dropped from membership must reapply for membership in writing. Dues are

to be paid with the new application.

ARTICLE IV

SECTION 4.1, OFFICERS: The Officers of the Association shall be a

President, a Vice President, a Secretary, and a Treasurer. Officers

shall serve for one year or until their successors are elected. The

Officers shall perform the duties prescribed by these By-Laws. No member

shall hold more than one office at a time, and no member shall be

eligible to serve more than two consecutive terms in the same office. A

vacancy in any office other than that of President shall be filled by a

majority vote of the remaining board members. A vacancy in the office of

President, shall be filled by the Vice President. With the exception of

the Nominating, Election, and Audit Committees, the President or a Board

member designated by the President shall be an ex officio member of any

committee established for the purpose of furthering the interests of the

Association.

4.1.1, President: The President shall serve as the Chief Executive

Officer of the Association, and shall preside at all meetings of the

Membership, Board of Directors, and Executive Committee. The President,

or in his absence, the Vice President, shall sign all written contracts

and obligations of the Association.

4.1.2, Vice President: The Vice president shall exercise the powers and

authority and perform the duties of the President in the absence or

disability of the President. The Vice President shall be responsible for

administration of the program of work of the Association in accordance

with the policies and regulations of the Board of Directors.

4.1.3, Secretary: The Secretary shall serve as secretary to the Board of

Directors, and as secretary to all membership meetings. The Secretary

shall cause to be prepared all required notices, agendas, and minutes of

meetings. The Secretary shall provide the second signature on all

written contracts or obligations of the Association.

4.1.4, Treasurer: The Treasurer shall be responsible for the

safeguarding and proper accounting and disbursement of all funds

received by the Association. The Treasurer is also responsible for

verifying that all expenditures are within approved budget allocations.

The Treasurer will cause a monthly financial report to be made to the

membership.

SECTION 4.2, Directors: The affairs of the Association shall be governed

by a Board of Directors (Board). The Officers shall serve as members of

the Board of Directors of the Association. Four additional Directors

shall be elected (two each year) for alternating two year terms. The

immediate Past President shall serve as an ex officio Board member.

4.2.1, The Directors shall perform the duties prescribed by these

By-Laws. The Board of Directors is responsible for establishing

procedures and formulating and adopting policies for the Association.

These policies shall be maintained in a policy manual, to be reviewed

and revised as necessary. The Board of Directors shall be responsible

for determining that the program activities of the Association are

directed toward achieving business and community needs in the area

served by the Association.

4.2.2, A member of the Board of Directors who shall be absent from three

(3) consecutive regular meetings of the Board shall be automatically

dropped from office unless confined by illness or other absence approved

by a majority vote at any Board meeting. Vacancies on the Board, or

among the Officers, shall be filled for the duration of the specified

term by a majority vote of the remaining Board members.

SECTION 4.3, ELECTIONS: Elections for Officers and Directors shall be

held annually in September. The Officers and the Directors shall 1 be

elected by mail ballot. The ballots are to be mailed to the membership

within seven days after the regular September meeting and returned to

the election committee by September 25. The election results shall be

announced at the regular meeting in October. The terms of office of each

new Officer and Board of Directors shall begin January 1 of the

following year.

ARTICLE V

SECTION 5.1, STANDING COMMITTEES: The Association shall have four standing

committees: Executive, Program, Nominating/Election, and Audit.

Each Committee shall have no less than three (3) members. With

the exception of the Executive Committee, which is comprised solely of

the Officers of the Association, members in good standing may sign up

for Committee duty at the regular September meeting of the Association.

The Committee memberships/are to be ratified by a vote of the membership

at the February meeting, and the Committee members shall serve until

their work is complete for the term of the new Officers seated in the

following calendar year.

5.1.1, Nominating/Election Committee: The Nominating Committee is independent

of the Officers and Directors and reports directly to the membership. The

Committee is responsible for nominating members to fill the Officer and

Director seats coming vacant the year following the Committees term of

duty. The Committee shall make it's recommendations for Officers and

Directors to be elected for the forthcoming year at the regular

September meeting. At this meeting, additional nominations from the

floor shall be permitted.

The Election Committee acts independently of

the Officers and Directors and reports directly to the membership. The

Committee shall consist of three (3) members whose duty it shall be to

mail ballots to the membership, account for the incoming ballots,

tabulate election results, and certify it's report in writing to the

membership at the next regular meeting following any election. If

petitioned in writing by ten (10) per cent of the membership within 15

days following the Election Committee's written report, the Audit

committee shall review the records of the Election Committee and make

it's own report to the membership. If any discrepancy is reported by the

Audit Committee which is sufficient to invalidate the election results,

two additional members will be elected to the Election Committee by the

membership at the next meeting, and the election will again be held,

with the results to be reported the following month. If an election's

results are not challenged by member petition as provided for above, the

ballots may be destroyed.

5.1.2, Program Committee: The Program Committee shall have

responsibility for monitoring issues and for developing programs in

which the Association becomes involved. Its work shall include but not

be limited to legal, social, civic, and economic issues falling within

the mission and affecting the delineated area of the Association. The

President shall be the Chairman of the Program Committee. The Program

Committee shall work closely with, and report regularly to the Board of

Directors.

5.1.4, Audit Committee: The Audit Committee shall review the financial

records of the Treasurer, and the financial condition, income,

expenditures and budget of the Association at least annually. In

addition, the Audit Committee, upon petition, as provided in Section

5.1.3, shall verify election results. The Audit Committee acts

independently of the Officers and Directors, and makes its written

report to the Membership at the Regular Meeting in February each year.

5.1.5, Executive Committee: The Executive Committee shall act for and on

behalf of the Board of Directors when the Board is not in Session, but

shall be accountable to the Board for its actions. It shall be comprised

of the President, Vice President, Secretary Treasurer, and the immediate

Past President. The President will serve as Chairman of the Executive

Committee. A quorum of the Executive Committee shall be two (2) members.

SECTION 5.2, OTHER SUBDIVISIONS AND COMMITTEES: The Board of Directors

may create such other committees, divisions, bureaus, departments, and

councils (hereinafter collectively referred to as other committees) as

it deems advisable to handle the work of the Association. The Board

shall authorize and define the powers and duties of any such other

committees, and annually review and approve their activities, budget,

and proposed programs. Members of such other committees shall serve at

the pleasure and will of the President, and shall serve concurrent with

the term of the appointing President, unless a different term is

approved by the Board of Directors. Other Committees shall be discharged

by the President when, their work has been completed and their reports

accepted, or when, in the opinion of the Board of Directors, it is wise

to discontinue such other committee.

5.2.1, No action or resolution of any kind by any member, employee,

Officer, Director, or committee of the Association shall be binding

upon, or constitute an expression of the Policy of the Association until

approved or ratified by the Board of Directors.

5.2.2, It shall be the function of the other committees to make

investigations, conduct studies and hearings, make recommendations to

the Board of Directors, and to carry on such activities as may be

delegated to them by the Board. Once, such other committee action has

been approved by the Board of Directors, it shall be incumbent upon the

Committee leaders, or in their absence, those whom they designate as

being familiar enough with the issue, to give testimony to, or make

presentations before the membership, and any appropriate private, civic,

and governmental agencies.

ARTICLE VI

SECTION 6.1, The regular meeting of the Association shall be held on the

first Thursday of each month from January through December unless

otherwise declared by the Board of Directors. Regular or special

meetings may be held without a quorum being present. However it shall

take ten (10) percent of the membership in good standing to constitute a

quorum, for conducting any business requiring a vote of the membership.

In the event any question is called to a vote at a meeting where a

quorum is not present, the membership shall be polled by mail ballot,

following the procedures established for elections in Section 4.3.

SECTION 6.2, BOARD OF DIRECTORS MEETINGS: The regular meeting of the

Board of Directors shall be held on the last Tuesday of each month from

January through December unless otherwise declared by the Board of

Directors. A majority of the members of the Board of Directors for any

regular or special meeting shall constitute a quorum.

SECTION 6.3, SPECIAL MEETINGS:

6.3.1, Special Meetings of the membership may be called by declaration

of the Board of Directors, or upon petition in writing of any five (5)

percent of the membership in good standing. If by member's petition, the

Special Meeting shall be called by the Board within ten (10) days of

receipt of any Board Member of the petition. Notice of special meetings

shall be mailed to each member at least five (5) days prior to the date

set for such meeting. The Notice shall state the purpose for the meeting.

6.3.2, Special meetings of the Board of Directors may be called by the

President or by a majority of the Board of Directors. The purpose of the

meeting shall be stated in the call. A minimum Notice of twenty four

(24) hours shall be given.

ARTICLE VII

SECTION 7.1, FINANCES: All monies paid to the Association shall be

placed in a general operating fund, except that money subscribed or

contributed for a specific purpose shall be accounted for separately for

such purpose. Investment of surplus funds shall be in such accounts or

investments, as may be approved by the Board of Directors from time to

time. Provided safety, service, and yields are competitive, before any

funds are placed elsewhere, preference for deposit or investment of the

Association's funds shall be given first to member financial

institutions, and then to other financial institutions located within

the delineated service area of the Association.

SECTION 7.2, BUDGET: As soon as possible after the election of the new

Board of Directors and Officers, the incoming Executive Committee shall

adopt an operating Budget for the upcoming year, and submit it to the

incoming Board of Directors at the first Board of Directors Meeting of

the new year. Upon approval of the budget, the Treasurer is authorized

to make disbursements on accounts and expenses provided for in the

Budget without additional approval of the Board of Directors. Any

non-budgeted expenditures, require Board approval. Payment of any funds,

of the corporation, are to be by check unless specifically authorized

otherwise by the Board of Directors. All checks are to be signed by the

President or the Treasurer, or in the absence of either, by any two

officers.

SECTION 7.3, FISCAL YEAR: The fiscal year of the Association shall be

January 1 through December 31, to correspond with the terms of office of

the Officers of the Association.

SECTION 7.4, AUDIT: The accounts of the Association shall be audited no

less frequently than annually, as soon as practical after the close of

business December 31. The Audit results shall be reported to the

membership at the regular February meeting. Copies of the audit report

shall be available to the members present at the meeting, and one copy

of the report shall be made available thereafter by the Treasurer to any

member of the organization upon written request.

SECTION 7.5, BONDING: At the discretion of the Board, the Officers may

be bonded by a fidelity bond in an amount deemed sufficient by the Board

and paid for by the Association.

ARTICLE VIII

SECTION 8.1, PARLIAMENTARY AUTHORITY: The current edition of Roberts

Rules of Order shall be the final source of authority in all questions

of parliamentary procedure when such rules are not inconsistent with the

By-laws of the Association.

ARTICLE IX

The corporation shall indemnify any and all persons who may serve or who
served as Directors or officers of the corporation and their respective heirs,
administrators, successors and assigns, fees, reasonably incurred by or imposed
in connection with any proceedings to which he or she may be a party or in
which he or she may become involved by reason of being or having been a Director
 of the corporation, except in relation to matters in which any Director or
officer or former director or officer shall be adjudged in any action, suit
or proceeding to been liable for his or her own gross negligence or gross
misconduct in the performance of his or her duties as a Director or officer;
 provided, however, that in the event of a settlement the indemnification
herein shall apply only when in the opinion of independent counsel selected
 by the Board of Directors or in a manner determined by the Board of Directors,
 there are not reasonable grounds for such persons to be adjudged of his or her
 duties as  Director or officer.  Such those indemnified may be entitled under
these by-laws, an agreement, a vote of members, or as a matter of law or otherwise.
 Subject to the foregoing provisions of this Article, the corporations shall
indemnify its directors and officers to the full extent permitted by Colorado law.

ARTICLE X

SECTION 10.1, AMENDMENT OF BY-LAWS: The By-Laws may be amended by written

ballot at any regular meeting having a quorum of the Association by a

vote two-thirds (2/3) of the members present, provided; (a) that the

amendment has been proposed at the previous regular meeting, and (b) the

proposed amendment is mailed to the membership, together with notice of

the pending action at least 10 days prior to the meeting at which a

ballot on the amendment is anticipated.

ARTICLE XI

SECTION 11.1, DISSOLUTION: The Corporation shall use its funds only to

accomplish the objectives and purposes specified in these By Laws, and

no part of said funds shall inure, or be distributed to the members of

the Association. Dissolution of the Association shall require a

two-thirds (2/3) vote of the general membership at any regular meeting,

providing the notice for the meeting includes the proposal of

dissolution. On dissolution of the Association, any funds remaining

shall be distributed to one or more regularly organized and qualified

charitable, educational, scientific or philanthropic organization as

defined in the Internal Revenue Code Section 501©(3). Such organization

is to be selected by the Board of Directors.

Final Adoption June 18, 2007