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BYLAWS

BY-LAWS of Italian American Business Association 2019 revised

ARTICLE 1 

PURPOSE

Section 1.1 PURPOSE. The purpose of the Italian American Business Association is to unite, serve and support members of the Italian American business community in the Greater Denver metropolitan area

Section 1.2 BUSINESS LEAGUE. The corporation is organized and shall be operated exclusively as a business league under Section 501 © (6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).


ARTICLE II 

OFFICES

Section 2.1 PRINCIPAL OFFICE. The principal office of the corporation in the State of Colorado shall be located at P.O. box 151165, Lakewood, CO 80215 or such other place, either within or outside of the State of Colorado, as the Board of Directors may designate.

Section 2.2 REGISTERED OFFICE The registered office of the corporation, required by the Colorado Revised Nonprofit Corporation Act to be maintained in the State of Colorado, may be, but need not be, identical with the principal office in the State of Colorado, and the address of the registered office may be changed from time to time by the Board of Directors.


ARTICLE III

MEMBERS

Section 3.1 MEMBERS. Membership in the corporation shall consist of one class and shall be open to any individual twenty-one years of age or older who has interests consistent with the purposes of the corporation. Members shall be admitted to membership in the corporation at such time as an application for membership is accepted by the Board of Directors and the annual membership fee, as established by the Board of Directors, is paid.

Section 3.2 ANNUAL MEETING. The annual meeting of the members shall be held, unless otherwise determined by the Board of Directors, on the second Wednesday in January at such time and place as shall be established by the Board of Directors, commencing with the year 2007, for the purpose of transacting such business as may come before the meeting.

Section 3.3 MONTHLY MEETINGS Monthly meetings of the members shall be held on the second Wednesday of every month, or as otherwise determined by the Board of Directors. Each member shall have the right to require an item to be placed on the agenda for the monthly meeting of the members, provided that such members gives written notice of such item to the Secretary of the corporation no less than fourteen (14) days prior to the date of the monthly meeting.

Section 3.4 SPECIAL MEETINGS Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors and shall be called by the President at the request of one-tenth of the members entitled to vote on any issue at the meeting.

Section3.5 MEETING OF ALL MEMBERS. If all of the members who are entitled to vote shall meet at any time and place, either within outside the State of Colorado. and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section 3.6 QUORUM. Twenty-five percent (25%) of the members entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of members, except as otherwise provided by the Colorado Revised Nonprofit Corporation Code or the Articles of Incorporations In the absence of a quorum at any such meeting, a majority of the members present may adjourn the meeting from time to time for a period not to exceed seventy days without further notice. At such adjourned meeting at which a quorum shall be present or represented. business may be transacted which might have been transacted at the meeting as originally noticed. Once a member is represented for any purpose at a meeting, including the purpose of determining that a quorum exists, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting. unless a new record date is set for that adjourned meeting.

Section 3.7 MANNER OFACTING. If a quorum is present, the affirmative vote of the majority of the members represented at the meeting and entitled to vote on the subject matter shall be the act of the members, unless the vote of a greater proportion or number or voting by classes is otherwise required by statute or by the Articles of Incorporation or these Bylaws.

Section 3.8 VOTING. Unless otherwise provided by these Bylaws or the Articles of Incorporation, each member entitles to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of members.

Section 3.9 INFORMAL ACTION BY MEMBERS. Any action required or permitted to be taken at a meeting of the members may be taken without a meeting if a consent in writing setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

Section 3.10 DIRECTORS ELECTED DY WRITEN BALLOT OR ELECTRONIC BALLOT. The annual election of the Board of Directors shall be conducted by means of a written ballot sent to each voting member or electronic ballot sent via email, which ballot and any accompanying solicitation for votes by written or electronic ballot shall comply with the applicable provisions of the Colorado Revised Nonprofit Corporation Act or its successor. At least twenty-five (25) percent or all voting members must submit written ballots in order to constitute a quorum for the election of directors, No vote shall be counted unless postmarked by a date set by the Board of Directors, which date shall be indicated on the ballot. The election of the Board of Directors shall be conducted prior to the end of each calendar year for directors who shall serve during the upcoming calendar year.

Section 3. 11 VOTING BY PROXY. A member entitled to vote may vote or otherwise act in person or by proxy. The proxy may be in any form authorized by the corporation or by the Colorado Revised Nonprofit Corporation Act.


ARTICLE IV

BOARD OF DJRECTORS

Section 4.1 GENERAL POWERS. The business and affairs of (be corporation shall be managed by its Board of Directors.

Section 4.2 PERFORMANCE OF DUTIES. A director of the corporation shall perform his or her duties as a director, including his or her duties as a member of any committee of the board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the corporation and with such judgment as an ordinarily prudent person in a like position would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely on information, opinions. reports. or statements, including financial statements and other financial data, in each case prepared or presented by persons and groups listed in paragraphs (a), (b). and (c) of this Section 4.2; but he or she shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who so performs his or her duties shall not have any liability by reason of being or having been a director of the corporation.

Section 4.3 REMOVAL. Any director or directors of the corporation may be removed at any time, with or without cause, in the manner provided in the Colorado Revised Nonprofit Corporation Act.

Section 4.4 COMMITTEES. By resolution adopted by a majority of the Board of Directors, the directors may designate two or more directors to constitute a committee, any of which shall have such authority in the management of the corporation as the Board of Directors shall designate and as shall be prescribed by the Colorado Revised Nonprofit Corporation Act.

Section 4.5 COMPENSATION. Directors shall not receive any compensation for their services, but a director may be reimbursed for any reasonable expense actually incurred on the corporation’s behalf while such director was fulfilling his or her responsibilities as a director. Such reimbursements must be voted on at a monthly Board meeting and expedited with a majority vote.


ARTICLE V

OFFICERS

Section 5.1 NUMBER. The officers of the corporation shall be President, Vice President, Secretary, Treasurer, Membership Chair, and Executive Director. Members at Large shall be non-voting members. Such other officers and assistant officers as may be deemed necessary may be elected or approved by the Board of Directors. Ant two or more offices may be held by the same person.

Section 5.2 ELECTION AND TERM OF OFFICE. The officers of the corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors held during a new calendar year. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as practicable. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified, or until his or her death, until he or she shall resign, or until he or she hall have been removed in the manner hereinafter provided.

Section 5.3 REMOVAL. Any officer or agent may be removed by the Board of Directors at any time, with or without cause.

Section 5.4 VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.5 PRESIDENT. The President shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all the of the business and affairs of the corporation. He or she may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, documents or instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation, or shall be required by laws to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 5.6 VICE PRESIDENT. The Vice President shall, in the absence of the President or in the event of his or her death or inability or refusal to act, perform all duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

Section 5.7 SECRETARY. The Secretary shall: (a) keep the minutes of the proceedings of the members and of the Board of Directors in one or more books provided for that purpose; (b) see that Accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records;(d) keep a register of the address of each member which shall be furnished to the Secretary by such member; € coordinate the logistics of meetings of the members and the Board of Directors; and (f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

Section 5.8 TREASURER. The Treasurer shall: (a) have charge and custody of and be responsible for all funds of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; (c) prepare monthly financial statements and provide such statements to the members at the monthly meeting; and (d) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

Section 5.9 MEMBERSHIP DIRECTOR. The Membership Director shall: (a) manage the business and operation of membership including recruitment, retention, membership renewal and such other duties as from time to time may be assigned to him or her by the President or Board of Directors

Section 5.10 MEMBERS AT LARGE.

Section 5.11 EXECUTIVE DIRECTOR The Executive Director shall: (a) manage the business operations of the corporation; (b) develop a strategic plan for how the corporation shall achieve its stated purposes and update such plan as necessary; and (c) in general perform such duties incident to the office of Executive Director and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.


ARTICLE VI

CONTRACTS, LOANS CHECKS AND DEPOSITS

Section 6.1 CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 6.2 LOANS. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 6.3 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. (a) The Treasurer is authorized to purchase daily business supplies associated with the administrative responsibilities of the IABA up to $100 in one transaction; all records and receipts mush show on the next month’s Treasurer’s report. (b) The President is authorized to purchase business supplies associated with the business responsibilities of the IABA up to $100 in one transaction; all records and receipts must be submitted to the Treasurer and show on the next month’s Treasurer’s report. Any purchases over $100 must be authorized by a resolution of the Board of Directors.

Section 6.4 DEPOSITS. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories on a minimum of monthly basis by the Treasurer. All deposits will be recorded in the monthly Treasurer’s Report.


ARTICLE VII

NONDISCRIMINATION

The officers. committee employees and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin and sexual orientation.


ARTICLE VIII

BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of and shall also keep minutes of the proceedings of the Board of Directors and committees having any of the authority of the Board of Directors.


ARTICLE IX

FISCAL YEAR

The fiscal year of corporation shall end on the last day of December in each calendar year.


ARTICLE X

AMENDMENTS

These Bylaws may be altered. amended or repealed and new Bylaws may be adopted by a majority of the directors present at any meeting of the Board of Directors at which a quorum is present.


CERTIFICATE

I hereby certify that the foregoing Bylaws, consisting of eight (8) pages, including this page, constitute the Bylaws of the Italian American Business Association, amended by the Board of Directors of the corporation as of November 21, 2008.

Cherie Montefarrante Acting Secretary 2008

CERTIFICATE

I hereby certify that the foregoing Bylaws, consisting of six (6) pages, including this page, constitute the Bylaws of the Italian American Business Association, Amended by the Board of Directors of the corporation as of Nov. 2, 2019.

Joy Lawrance Secretary, 2019 




Governing Documents

The Italian American Business Association (IABA) was incorporated by Joe Aiello on April 14, 2006 with the Colorado Secretary of State’s Office. We are organized as a Non-Profit Corporation in the State of Colorado and as a 501(c)(6) Business League with the Internal Revenue Service.

The following is an explanation from the Code of the Internal Revenue Service (IRS) documents about what constitutes a 501(c)(6) Business League. All of the following citations that are in quotations are from the IRS documents. Business Leagues are similar to Chambers of Commerce, which are also are classified as a 501(c)(6).

IABA Colorado is the only Italian American Business Association (Business League) in the state of Colorado. Questions have arisen as to how the 501(c)(6) designation compares to other community groups, including Italian American organizations. Below is a brief description, taken from the IRS documents and the  manual, of organizations classified as a 501(c)(3) or a 501(c)(10). It is done in a question and answer format. Following that section is an in-depth explanation from IRS literature about the 501(c)(6) designation.

As members of IABA Colorado, it is very important that we know these differences as we make plans both strategically and operationally for our monthly meetings; programs; activities; events; fund raising activities; literature; member recruitment; website; social media and other matters.

How Organizations That Are a 501(c)(3) Differ From IABA Colorado Which is a 501(c)(6)

Organizations classified as a 501(c)(3)

Question: I belong to another Italian American organization and the designation is 501(c)(3). How does that differ from IABA Colorado's designation?

Response: Almost all of the Italian American organizations in Colorado are designated as 501(c)(3) unless they have a fraternal designation such as a 501(c)(10). Their purposes and their federal requirements are different from IABA Colorado.

From the IRS Guidelines: “Organizations described in section 501(c)(3) are commonly referred to as charitable organizations. Other than testing for public safety organizations, they are eligible to receive tax deductible contributions in accordance with Code section 170.”  Some other types included under the designation are churches and religious organizations and private foundations.

“The exempt purposes set forth in section 501(c)(3) are charitable, religious, educational, scientific, literary, testing for public safety, fostering national or international amateur sports competition, and preventing cruelty to children or animals. The term charitable is used in its generally accepted legal sense and includes relief of the poor, the distressed, or the underprivileged; advancement of religion; advancement of education or science; erecting or maintaining public buildings, monuments, or works; lessening the burdens of government; lessening neighborhood tensions; eliminating prejudice and discrimination; defending human and civil rights secured by law; and combating community deterioration and juvenile delinquency.”

"To be organized exclusively for a charitable purpose, the organization must be a corporation (or unincorporated association), community chest, fund, or foundation.  A charitable trust is a fund or foundation and will qualify.  However, an individual will not qualify.  The organizing documents must limit the organization's purposes to exempt purposes in section 501(c)(3) and must not expressly empower it to engage, other than as an insubstantial part of its activities, in activities that are not in furtherance of one or more of those purposes. This requirement may be met if the purposes stated in the organizing documents are limited by reference to section 501(c)(3).”

“Section 501(c)(3) organizations are restricted in how much political and legislative (lobbying) activities they may conduct. For a detailed discussion, see Political and Lobbying Activities.” “In addition, it may not be an action organization, i.e., it may not attempt to influence legislation as a substantial part of its activities and it may not participate in any campaign activity for or against political candidates.”

Organizations classified as Domestic Fraternal Societies (501(c)(10))

Question: The organization to which I belong is a lodge, classified as a 501(c)(10). How does that differ from IABA Colorado's designation?

Response: These are similar to the 501(c)(3) organizations.

“A domestic fraternal society, order, or association must file an application for “recognition of exemption from federal income tax on Form 1024."  The "application and accompanying statements should establish that the organization: 1. Is a domestic fraternal organization organized in the U.S., 2. Operates under the lodge system, 3. Devotes its net earnings exclusively to religious, charitable, scientific, literary, educational, and fraternal purposes, and 4. Does not provide for the payment of life, sick, accident, or other benefits to its members.”

“Lodge system. Operating under the lodge system means carrying on activities under a form of organization that comprises local branches, chartered by a parent organization and largely self-governing, called lodges, chapters, or the like.” (For additional information about what is meant in #3 above, see the explanation under 501(c)(3).

IABA COLORADO - Italian American Business Association 

From IABA Colorado Articles of Incorporation 501(c)(6)

IABA Colorado was incorporated in 2006. "Article VII: (a) The Corporation is organized and shall be operated exclusively as a business league under Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law)."

From the code of the Internal Revenue Service explanation of 501(c)(6) Business Leagues

“Business Leagues: “[The code) provides for the exemption of business leagues, chambers of commerce, real estate boards, boards of trade and professional football leagues, which are not organized for profit and no part of the net earnings of which inures to the benefit of any private shareholder or individual."

“A business league is an association of persons having some common business interest, the purpose of which is to promote such common interest and not to engage in a regular business of a kind ordinarily carried on for profit. Trade associations and professional associations are business leagues."

“To be exempt, a business league’s activities must be devoted to improving business conditions of one or more lines of business as distinguished from performing particular services for individual persons. It must be shown that the conditions of a particular trade or the interests of the community will be advanced. Merely indicating the name of the organization or the object of the local statute under which it is created is not enough to demonstrate the required general purpose..."

“The term line of business generally refers either to an entire industry or to all components of an industry within a geographic area. It does not include a group composed of businesses that market a particular brand within an industry."

“No part of a business league’s net earnings may inure to the benefit of any private shareholder or individual and it may not be organized for profit to engage in an activity ordinarily carried on for profit (even if the business is operated on a cooperative basis or produces only enough income to be self-sustaining)."

“Chambers of commerce and boards of trade are organizations of the same general type as business leagues. They direct their efforts at promoting the common economic interests of all commercial enterprises in a trade or community...Similarly the activities of chambers of commerce and boards of trade are directed towards improving business conditions in a trade community."

“Trade associations and professional associations are business leagues. Chambers of commerce and boards of trades are of the same class as business leagues.....The requirements for exemption of these organizations are substantially the same as for business leagues.”

Membership

“To be exempt, a section 501(c)(6) organization must receive meaningful membership support.”

“A business league exempt under Code 501(c)(6)is a membership organization characteristically supported by dues. Although an organization may receive a substantial portion or even the primary part of its income from non-member sources, membership support, either in the form of dues paid to or involvement in the organization’s activities, must be meaningful. For this purpose, membership support includes the following items:

  • "Amounts derived from performing the organization’s exempt functions or from substantially related activities."
  • "Contributions or gifts from the general public. Unrelated income is excluded in measuring the extent of membership support. Thus, for example, dues from associate members are generally not considered.”

Substantially related

“To determine if a business activity is substantially related requires examining the relationship between the activities that generate income and the accomplishment of the organization’s exempt purpose. Trade or business is related to exempt purposes, in the statutory sense, only when the conduct of the business activities has causal relationship to achieving exempt purposes (other than through the production of income)."

" The causal relationship must be substantial. The activities that generate the income must contribute importantly to accomplishing the organization’s exempt purposes to be substantially related.”

Jeopardizing Exemption

“A business league will jeopardize its exemption under section (501)(c)(6) of the Internal Revenue Code if it ceases to have as its purpose promoting the common business interests of persons engaged in a line of business. In addition, an organization’s net earnings may not insure to the benefit of its members...”

“An organization’s performance of particular services for its members or others is not an exempt activity under Code section 501(c)(6). Although such activities do not alone preclude exemption, an organization engaged primarily in performing particular services is not exempt under section 501(c)(6).”

“To be exempt as a business league, an organization must show that its purpose is improving business conditions of one or more lines of business. Similarly, the activities of chambers of commerce and boards of trade are directed towards improving business conditions in a trade community.”

“Providing particular services that are a convenience or economy to individual members in their businesses do not further section 501(c)(6) exempt purposes."

Examples of Particular Services. These services DO NOT further section 501(c)(6) exempt purposes:

  • “Advertising that carries the names of members..."

"  "Providing a convenience or economy to individual members in their businesses."

  • “Furnishing particular information and specialized individual services to members through publishing and other means to effect economies in business operations."
  • “Operating a multiple listing service for members of a real estate."
  • “Operating parking lots for members’ customers."
  • “Providing insurance coverage."

"  "Interest free loans."

  •  "Assigning exclusive franchise areas."
  • “Negotiating discounted healthcare or similar services for members and/or nonmembers and providing related services."

The following are examples of Non-Particular Services.  These services DO further section 501(c)(6).  The following are examples of Common Business Interests.  These DO further section 501(c)(6).

"Improvement of business conditions.  Generally, this must be shown to be the purpose of the organization...The members of a business league must have a common business interest."

These are examples of Non-Particular Services and of Common Business Interests that DO further section 501(c)(6)

  • “Promoting the business of an industry by encouraging the use of its products."
  • “Educating members on how to improve their business results."
  • “Establishing and maintaining the integrity of a local commercial market."
  • “Operating a trade publication primarily to benefit an entire industry."
  • “Encouraging the use of goods and services of an entire industry (such as a lawyer referral service whose main purpose is to introduce individuals to the use of the legal profession in the hope that they will enter into a lawyer-client relationships on a paying basis)."
  • “Attempting to influence legislation germane to the common business interests of an organization’s members."
  • “Newsletters and similar material.”
  • “Acting as a spokesperson for the industry (industries)."
  • “Providing members with current information on technical developments, training methods and economic issues."
  • "Encouraging and fostering higher safety and technical standards."
  • “Promoting technological advancements and improvements."
  • “Gathering and disseminating information about markets and products.”
  • "The profitability of the members' individual enterprises may be enhanced by the successful promotion of the common business interest."

 


IABA Colorado - Italian American Business Association
Incorporated in 2006 as a Colorado Non-Profit Corporation and under the U.S. Internal Revenue Code as a 501(c)(6) Business League, the same classification as chambers of commerce. Our corporate headquarters is in Denver, Colorado.

P.O. Box 151165

Lakewood CO 80215