Bylaws

ARTICLE I - NAME, LOCATION, AND RELATIONSHIP TO SEIA

Section 1: Name. The name of this Chapter shall be the Colorado Solar Energy Industries Association (COSEIA). COSEIA shall be a nonprofit organization and be located in the State of Colorado. This Chapter is to be a Duly Constituted Chapter of the Solar Energy Industries, Inc. (SEIA).

Section 2: Offices. The principal offices of COSEIA shall be at such place as the Board of Directors designate within the State of Colorado.

Section 3: Relationship to SEIA.
(a) COSEIA shall consist of not less than fifteen (15) members
(b) COSEIA may issue public statements in its own name; however, COSEIA shall issue no public statements purporting to have the approval of SEIA without first obtaining the written consent of the Executive Director or his designee of SEIA, except in the case of a direct quotation of an officially adopted and published statement of policy or other document of SEIA.
(c) To facilitate the liaison between COSEIA and SEIA, COSEIA shall appoint a representative as the Chapter's liaison officer to function as the principal contact with the national office.
(d) As a means of strengthening identification between COSEIA and SEIA, COSEIA shall adopt, as a logo, the SEIA logo, modified to reflect Colorado 's distinct attributes. Use of the SEIA logo, including the name SEIA, is licensed to COSEIA by SEIA.

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ARTICLE II - OBJECTIVES

Section 1: Scope. The objectives of COSEIA subscribed to by its members are and supportive of the national objectives of SEIA.

Section 2: Objectives.
(a) To encourage and advance, through cooperative effort of participants in the solar industry of the State of Colorado, the economic application and public understanding of solar energy.
(b) To provide cooperation and liaison with other persons, organizations and institutions having an interest in the utilization of solar energy in a constructive and beneficial manner.
(c) To cooperate in, and contribute towards an increased and broad understanding of the benefits and diversified applications of solar energy.
(d) To engage in any lawful activities which will encourage the efficient and economic progress of the solar industry
and participate in the effort to inform the public of the advantages of solar, such as:
(1) Collecting and disseminating trade statistics and other useful information;
(2) Carry on and assist in research investigations and experiments;
(3) Conduct conferences, seminars, and workshops, and produce publications;
(4) Conduct trade promotional activities.
(e) To voluntarily extend assistance, financially or otherwise, and cooperate with organizations in the public and private sectors who are presently engaged in or interested in participating in solar activities and are in accord with the objectives outlined in these Bylaws

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ARTICLE III - DEFINITIONS

Whenever used in these Bylaws, the word Association shall mean the Solar Energy Industries Association, Inc. (SEIA). The word Chapter shall mean the Colorado Solar Energy Industries Association, Inc. (COSEIA). The term solar, as used here, shall be defined as any device or operation which utilizes energy derived from the sun.

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ARTICLE IV - MEMBERSHIP The membership of COSEIA shall be composed of the categories of membership specifically mentioned herein and any other categories of membership that may, from the time, be prescribed by the Board of Directors. The categories shall be for the purpose of dues assessment and election of representatives to the Board of Directors.

Section 1: Voting Members. Each voting member shall designate, in writing, a representative to vote on behalf of the member. The name of the designated representative shall be printed immediately after the name of the member in the membership roster.

Section 2: Approval of Members. The Membership Committee, upon direction by the Board of Directors, shall review all applications for membership of all categories and approve the same where appropriate.

Section 3: Corporate Members. (Voting) Any company, corporation, or business entity participating in a commercial venture utilizing solar energy is eligible for corporate membership. Corporate members shall be accorded full rights and privileges of membership in the Chapter and Association, including the right to vote, hold office, and to chair committees.

Section 4: Utilities and Government Supported Research Laboratory Facilities. (Voting) Any utility or government-supported research laboratory participating in a venture utilizing solar energy is eligible for this membership. Utilities and government supported research laboratory representatives members shall be accorded full rights and privileges of membership in the Chapter and Association, including the right to vote, hold office, and to chair committees.

Section 5: Non-profit Educational and Other Non-profit Members. (Voting) Any non-profit educational institution or non-government non-profit organization participating in a venture utilizing solar energy is eligible for this membership. These members shall be accorded full rights and privileges of membership in the Chapter and Association, including the right to vote, hold office and to chair committees.

Section 6: Associate Members. (Non-Voting) An individual who has an ancillary interest in solar energy, but who does not directly participate in solar as a commercial venture is eligible for this membership. From time to time, a current COSEIA member may wish to temporarily sponsor an interested person as a member. Such a sponsored person would fall into this category. The rights and privileges of the associate member are limited to non-voting participation on committees, participation at Chapter and Association meetings and activities at member rates and receipt of normal communications of the Chapter and Association.

Section 7: Student Members. (Non-Voting) Any full-time or part-time student from an accredited educational institution who shall provide the name of the institution and evidence of student status is eligible for student membership. The rights and privileges of the student member are limited to participation at Chapter and Association meetings and activities at member rates and receipt of normal communications of the Chapter and Association.

Section 8: Honorary Members. (Non-Voting) Honorary membership may be awarded from year-to-year by the Board of Directors to governmental officials and other persons having a legitimate and helpful interest in the welfare and promotion of the Solar Energy Industry and who support the Objectives, Policies, and Code of Ethics of the Chapter. The rights and privileges of the honorary member are limited to participation at Chapter and Association meetings and activities at member rates and receipt of normal communications of the Chapter and Association.

Section 9: Associate Corporate Members. (Voting) Any company, corporation, or business entity who has an ancillary interest in solar energy, but who does not directly participate on solar as a commercial venture is eligible for this membership. Associate Corporate members shall be accorded full rights and privileges of membership in the Chapter and Association, including the right to vote, hold office, and to chair committees.

Section 10: Manufacturer. (Voting) Any company, corporation, or business entity participating in a commercial manufacturing venture of solar energy equipment is eligible for a Manufacturer membership. Manufacturer members shall be accorded full rights and privileges of membership in the Chapter and Association, including the right to vote, hold office, and to chair committees.

Section 11: Distributor. (Voting) Any company, corporation, or business entity whose primary business deals with the distribution of solar energy equipment is eligible for a Distributor membership. Distribution members shall be accorded full rights and privileges of membership in the Chapter and Association, including the right to vote, hold office, and to chair committees.

Section 12: Resignation. A member may resign at any time. Such resignation shall be in writing, addressed to the Board and delivered to the COSEIA office and shall become effective at the time of receipt or at a later time as may be designated. Such resignation shall not be interpreted to relieve the member resigning from the payment of dues, assessments or other charges accrued if unpaid at the time of resignation. No reimbursement will be made to members who resign or terminate their membership prior to the termination of their membership year. However, failure to pay the yearly COSEIA dues in a timely manner after membership renewal notices have been sent out shall be interpreted as a membership resignation.

Section 13: Disqualification. Should a member at any time cease to meet membership qualifications, as outlined in Article IV, Sections 3-11, membership may be terminated by a vote of the majority of the Board of Directors holding office at that time.

Section 14: Suspension or Termination. A member may be suspended or terminated for violation of these Bylaws, or for conduct prejudicial to the interests of SEIA or COSEIA. Suspension or termination shall be considered at a duly constituted meeting of the Board and affected by a vote of the majority of the Directors then holding office. At least fifteen (15) days before the meeting, the Secretary shall send to the member who is being considered for suspension or termination a notice of such meeting, together with a statement of charges by registered mail. Such member shall have the right to appear or be represented at said meeting. If suspended or terminated under this Section, the affected member may, within fifteen (15) days after notification of the Board's decision, file with SEIA'S office a written appeal. Upon receipt of such an appeal, the COSEIA Secretary (upon SEIA notification) shall promptly send to the SEIA Board Directors a statement containing the reasons for the COSEIA'S Board's action. The decision by SEIA shall be forwarded to the affected member within 10 days of receipt. The SEIA or COSEIA Board of Directors may reinstate a member without prejudice by a majority vote.

Section 15: Additional contacts for a Voting Membership category can be purchased as long as they do not constitute a majority of the overall membership.

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ARTICLE V - DUES AND FISCAL YEAR

Section 1: DUES. The annual dues and membership application fee of this Chapter shall be determined by the Board of Directors.

Section 2: Dues Delinquency. If a member is in arrears for more than thirty (30) days in the payment of dues, that member's rights in COSEIA shall cease upon notice from the Treasurer.

Section 3: Fiscal Year. The fiscal year of COSEIA shall be the calendar year commencing January 1 and ending December 31 of each year. An audit of the financial books and records may be made annually by a certified public accountant appointed by the Board or by an audit committee consisting of at least three members of the Chapter.

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ARTICLE VI - MEETING OF THE MEMBERSHIP Annual and special meetings shall be held at such places and at such times as the Board may deem appropriate.

Section 1: Annual Meetings. During each fiscal year there shall be an annual meeting of the membership for the purpose of receiving committee reports and for the transaction of regular business of COSEIA. At least thirty days before the meeting, a notice of such meeting shall be posted on the COSEIA web site and mailed or emailed to each member to his/her most recent known address.

Section 2: Special Meetings. Special meetings of the membership may be called by the Board of Directors at any time or may be called by the President upon written request of twenty percent (20%) of the corporate membership at least thirty (30) days in advance of such special meeting. These meetings are to be conducted according to Robert's Rules of Order.

Section 3: Quorum. At least ten (10%) of the membership entitled to vote shall constitute a quorum at any annual or special meeting and appearing in person.

Section 4: Chairman. The President shall serve as Chairman and preside at all membership meetings. In the absence of the President, the Vice President shall preside. In the absence of the President and Vice President, a Director may temporarily assume the chair and invite a resolution nominating a Chairman of the meeting from among the Directors present.

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ARTICLE VII - VOTING

Section 1: Representation. Each Voting Member, through its designated Voting Representative shall be entitled to vote upon all matters presented to the membership of the Chapter.

Section 2: Mail Vote. Whenever, in the judgment of the Board of Directors, a question arises which it believes should be put to a vote by the active membership but does not warrant the necessity of a special meeting, the Board of Directors may, unless otherwise required by these Bylaws, submit the issue to the membership in writing for a vote by mail. The question thus presented shall be determined according to a majority of the votes received by mail within fifteen (15) days after such submission to the membership, provided that in each case votes are received from at least twenty-five (25%) of the voting membership. Any and all action as a result of the majority mail vote shall in each instance be binding upon COSEIA in the same manner as would be action taken at a duly called meeting.

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ARTICLE VIII - BOARD OF DIRECTORS

Section 1: Authority and Responsibility. The governing body of COSEIA shall be its Board of Directors. The Board shall maintain supervision, control, and direction of the affairs of COSEIA, its committees, and publications. It shall also determine the general policies, actively promote the Chapter's objectives and supervise the disbursement of the Chapter's funds and actions as necessary for the conduct of its business.

Section 2: Nomination and Election of the Directors by the Membership. The number or Directors elected to the Board shall be seven (7) with one (1) additional person elected as an alternate. The alternate shall become a Director should one of the original seven Directors leave the Board. Directors shall be elected by the general membership by mail ballot. A list of candidates, all of whom must be voting members, shall be sent to the voting membership by the Secretary or designee at least thirty (30) days prior to any meeting held during the first quarter together with biographical information on each candidate. It shall be noted on the annual "call for nominations" for elections to seats on the Board of Directors, those directors who cannot seek re-election due to term limitations. Also, those Board members continuing to serve on the Board of Directors shall be listed along with the year noted when their current term expires. Polls shall be closed twenty-one (21) days following the mailing of the ballots. Those candidates receiving the largest number of votes cast and attested to by a special committee appointed by the President shall be deemed elected, and the results shall be made known to the membership as soon as possible. Annually, a number of directors equal to that of those whose terms have expired or are about to expire shall be elected for a term of three years.

Section 3: Terms of Office. The term of office for all Directors shall be three years. A current Director may be elected for no more than one additional term. A term of office shall start at the first Board of Directors meeting following the return of ballots and commence following the conclusion of agenda item titled "Continuing Business" or "Old Business".

Section 4: Meeting and Quorum. The Board of Directors shall hold at least four meetings per year other than that which shall be held during the annual meeting and may hold other meetings at such places and at such times as may be directed by the Board. A majority of the Directors constitute a quorum. These meetings are to be conducted according to Robert's Rules of Order. The Board of Directors will recognize all forms of electronic communication on any instance requiring a vote outside of a regularly called Board of Directors Meeting.

Section 5: Conference Call Meetings. Members of the Board or any committee designated by the President may participate in any meeting of the Board or a committee by a conference call. Participation in such meeting pursuant to this section shall constitute presence in person at such meeting.

Section 6: Absences. Any member of the Board who is unable to attend a meeting shall contact the COSEIA office 48 hours prior to the meeting and state the reason(s) for absence. If a Director is absent for two consecutive meetings without notification, this seat on the Board shall be considered vacant at the discretion of the Board. The provisions of this section are for regularly scheduled Board meetings only and shall not apply to meetings called with less than fifteen (15) days notice.

Section 7: Chairman. The President shall be Chairman of the Board and preside at the meetings of the Board. In the absence of the President, the Vice President shall preside. In the absence of the President and Vice President, any Director may temporarily assume the chair and invite a resolution nominating a Chairman of the meeting from among the Directors present.

Section 8: Vacancies, Resignations, and Removal. In case of a Board vacancy, the office shall be filled for the reminder of that term by the duly elected alternate. Should the alternate be unable to serve or if an additional vacancy is created, the office shall be filled for the remainder of that term by appointment of the President with confirmation by a majority vote of the Board.

Any Director may resign at any time. Such resignation shall be in writing and shall take effect at the time specified by the Director, or in the event that no particular time is specified by the resigning Director, the Board of Directors may indicate a specific time.

A Directors term may be terminated when sufficient cause exists for such termination, including a Director's absence from the activities and /or purposes of the industry or Association. The decision of the Board shall be final and binding. The Board of Directors shall take such action according to its discretion, not contrary to law, and which it considers necessary for the interest of the Association.

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ARTICLE IX - OFFICERS' TERMS, DUTIES AND RESPONSIBILITIES

Section 1: Officers' Terms. The officers of COSEIA shall be a President, a Vice President, a Secretary, and a Treasurer or Secretary/Treasurer. The officers of COSEIA shall be chosen by the Board of Directors from among their members during the first Board of Directors meeting following the return of the Board election ballots. All officers shall serve a one-year term and shall be eligible for re-election.

Section 2: Duties and Responsibilities of the Officers.
(a) President The president shall preside at all meetings of the members of COSEIA and meetings of the Board of Directors. He/she shall, with the advice and consent of the Board, appoint all committee chairmen, approve committee members and act as spokesman for the Chapter.
(b) Vice President The Vice President shall be responsible for the orderly and businesslike conduct of business assigned to him/her by the President.
(c) Secretary The Secretary shall be the custodian of the records of COSEIA and shall perform such duties and exercise such powers as may be prescribed by the Board or President. The routine duties of the Secretary may be delegated in whole or in part to the administrative staff.
(d) Treasurer The Treasurer shall be familiar with the financial policies, investment policies and accounting procedures, and control the financial reporting of COSEIA. The Treasurer shall consult with the staff executive and independent auditors on such matters as he/she deems desirable in order to make a full and complete report at times as the Board of Directors may desire.

Section 3: Administration and Management. The administration and management of COSEIA may be in a salaried staff head (person) or professional management firm (firm), employed or appointed by, and directly responsible to the Board of Directors. This person/firm shall have an appropriate title as the Board shall from time to time designate. The person/firm shall coordinate all activities of COSEIA and perform such other services as may be assigned by the board. In the absence of a Membership Committee and/or a Marketing and Communications Committee, as referred to under ARTICLE X, Section 4 and 5, those committee tasks may be assigned to the person or firm designated under this section. The person/firm may employ and terminate the employment of members of the staff as may be necessary to carry out the work of COSEIA.

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ARTICLE X - COMMITTEES

Section 1: Standing Committees. There shall be the following standing committees of this Chapter:
Executive Committee and Education Committee. (Others may be added as desired.)

Section 2: Executive Committee.
(a) Composition . The executive Committee shall consist of the officers of COSEIA then in office and may include a past President upon resolution by the Board of Directors.
(b) Authority . The Executive Committee shall have and exercise all the authority granted to the Board of Directors, except the right to adopt or amend the Bylaws or the Articles of Incorporation.

Section 3: Education Committee.
(a) Composition . The education Committee shall consist of at least two but no more than five COSEIA members.  Responsibility . The Education Committee shall have the responsibility of coordinating and arranging for periodic training sessions/workshops/seminars as may be directed by the Board of Directors. Final approval of educational activities and projects requiring funding rests with the Board of Directors. The Board of Directors may from time to time assign additional educational related responsibilities to this committee.

Section 4: Membership Committee.
(a) Composition . The Membership Committee shall consist of at least two but no more than five COSEIA members.
Responsibility . The Membership Committee shall have the responsibility of recruiting new members, determining the proper classification of new members, and maintaining an up to date list of all members, their membership classification, and their address and telephone numbers. This committee may generate informational material, as appropriate, for distribution to potential new members. Final approval of promotional materials and projects requiring funding rests with the Board of Directors. The Board of Directors may from time-to-time assign additional membership related responsibilities to this committee.

Section 5: Marketing and Communications Committee. (a)Composition. The Marketing and Communications Committee shall consist of at least two but no more than five COSEIA members.
(b)Responsibility . The Marketing and Communications Committee shall have the responsibility of establishing marketing plans to promote the solar industry and maintaining membership communications via newsletters, public service announcements, informational bulletins, etc. This committee shall develop marketing programs, as appropriate and in concert with the Membership Committee, to recruit new home and business members. This committee shall identify and communicate to the membership, trade shows that present a good participation opportunity for COSEIA members. Final approval of promotional materials and projects requiring funding rests with the Board of Directors. The Board of Directors may from time to time assign additional marketing and communications responsibilities to this committee.

Section 6: Ethics and Grievance Committee. (a) Composition . The Ethics and Grievance Committee shall consist of at least three but no more than five non-Board COSEIA members.
(b) Responsibility . The Ethics and Grievance Committee shall have the responsibility of investigating charges of violations of these Bylaws, charges of violations of the COSEIA Code of Ethics, or for conduct prejudicial to the interests of SEIA or COSEIA. This committee shall arbitrate written complaints against any COSEIA member and any grievance that may be brought against one COSEIA member by a second COSEIA member. Grievable items include documented losses or harm due to another members unlawful, unfair, or false actions or statements. This committee shall determine the severity of any charges and may, after investigation, recommend suspension or termination proceedings to the Board according to Article IV, Section 12 of these Bylaws.

Section 7: Appointment of other Committees. The President, subject to the approval of the Board of Directors, may annually appoint ad hoc committees or subcommittees as may desired or as he/she may find necessary.

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ARTICLE XI - SEAL

COSEIA shall have a seal containing the name of the Chapter and the place and year of incorporation, which shall be in the custody of the Secretary or his/her designee.

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ARTICLE XII - DISSOLUTION

In the event of the dissolution or final liquidation of COSEIA, the Board shall, after paying or making provisions for the payment of all liabilities of the Chapter, dispose of all assets of the Chapter exclusively for the purposes of the Solar Energy Industries Association or to such other organization or organizations organized and operated exclusively for charitable, educational or scientific purposes as shall at the time qualify as an exempt organization under Section 501 (c of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board shall determine. The Board of Directors shall have no power to amend, rescind, alter or repeal any provision of this article.

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ARTICLE XIII - INDEMNIFICATION OF OFFICERS AND DIRECTORS

Insofar as permitted by law, COSEIA shall indemnify and save harmless each Director or Officer, now or hereafter serving the Chapter whether or not then in office, except in relation to matters in which such Director or Officers shall have been guilty of gross negligence or bad faith, from and against any and all claim, liabilities, penalties, forfeitures and fines, to which he/she may be or become subject by reason of his/her becoming Director or Officer of COSEIA, including the cost of reasonable settlements made with the approval of a majority of the Directors of COSEIA (other tan those involved) even though less than a quorum. In addition, COSEIA shall reimburse each director or reasonably incurred in the defense of such proceeding to enforce or collect any such claim, liability, penalty, forfeiture or fine, or shall assume the burden of such defense, whichever the Chapter shall elect to do. The foregoing rule of indemnification shall not be exclusive of other rules to which any such person may, nor hereafter be entitled to, as a matter of law, and shall also apply to duly appointed Chairmen of Committees, Counsel for COSEIA and Executive Director of COSEIA. Notwithstanding the foregoing, COSEIA has no authority to bind SEIA and SEIA shall not be responsible in any way for the liabilities or debts of COSEIA and COSEIA shall hold SEIA harmless. Additionally, COSEIA shall not be responsible in any way for the inabilities or debts of SEIA, and SEIA shall hold COSEIA harmless.

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ARTICLE XIV - MISCELLANEOUS

Section 1: Non-profit Character, Non-Liability of Members. COSEIA does not afford any pecuniary gain, of the Association's net revenues to its members. There shall be no personal liability of members for COSEIA obligations.

Section 2: Power to Acquire and Hold Property. COSEIA shall be authorized to acquire by grant, gift, purchase, device, bequest, and to hold and dispose of such property as the Chapter shall require, subject to such limitations as may be prescribed by law, for the benefit of the members and not for pecuniary profit.

Section 3: Contracts, Checks, Deposits, and Funds.(a) Contracts. The Board may authorize its Executive Director, any Officer or Officers, agent or agents of COSEIA, in addition to the officer so authorized by these Bylaws to enter into any contract or execute and deliver any instrument in the name of and on behalf of COSEIA. Such authority may be general or confined to specific instances.
(b) Checks, Drafts, etc. All checks, drafts or orders for payment of money, notice of other evidence indebtedness issues in the name of COSEIA shall be signed by such Officer(s) or agent(s) of COSEIA and in such manner as shall from time to time be determined by resolution by the Board.
(c)Deposits. All funds of COSEIA shall be deposited from time to time to the credit of COSEIA at such bank or trust company or other depositories as the Board may select.

Section 4: Bonding. The treasurer and/or the President and any other person entrusted with the handling of funds or property of COSEIA may, at the discretion of the Board, furnish at the expense of COSEIA, a fidelity bond approved by the Board at such sum as the Board shall prescribe.

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ARTICLE - XV AMENDMENTS TO THE BYLAWS AND ARTICLES OF INCORPORATION

Section 1: By the Membership. A voting member who is not a member of the Board of Directors may submit, in writing, a petition to amend these Bylaws. The supporting signatures of at least 10% of the voting membership must accompany the petition. The petitioner will be required to submit an administrative fee to cover the costs of reproduction and mailing the ballot to the voting membership if the proposed amendment does not have the support of a majority of the Board. The administrative fee will be refunded to the petitioner only if the amendment is accepted and voting is consistent with Article VII, Section 2.

These Bylaws may be altered, amended or repealed by a majority of the voting members of the Chapter present and voting at any duly called meeting of members, provided that copy of any proposed amendments be mailed at least thirty (30) days before the date of such meeting. The thirty (30) day notice may be waived at a duly called meeting provided the members attending vote by a two-thirds majority that the amendment is procedural in nature and/or is necessary to the efficient and expedient conduct of the business of COSEIA.

Section 2: By the Board of Directors. Subject to the rights of the membership to adopt, amend or repeal these Bylaws as provided in this article, the Board of Directors may adopt or amend any of these Bylaws unless specifically stated otherwise.

Section 3: Amendments to the Articles of Incorporation. Should an amendment to the Articles of Incorporation be deemed necessary, the Board shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at an annual or special meeting of the members of COSEIA. Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each voting member within the time and in the manner set forth in these Bylaws for the notice of annual or special membership meetings. Copies of such notice and proposed due date shall be forwarded to the SEIA national office. The proposed amendment shall be adopted upon receiving the affirmative vote of at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting. If the proposed amendment is adopted, the Board shall direct that Articles of Amendment be executed and filed in accord with the laws of Colorado.

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ARTICLE XVI - EFFECTIVE DATE OF BYLAWS

These Bylaws shall become effective in force at the time of their acceptance by the Board of Directors.

Approved on Date: March 22, 1996.

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