Historical Commission Agenda and Packet 2013 11 20

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4.5. Any and all powers conferred by Colorado law, as now existing or as later amended, upon nonprofit corporations in furtherance of the Foundation’s purposes and goals. Section 5. The Board of Directors may hire or appoint staff to serve the Foundation. Section 6. The Foundation shall not enter into any contractual obligations without a majority vote of the directors present and voting at any meeting at which a quorum is present. Article II Members Section 1. The Foundation may have dues paying members on such terms and conditions as it determines but such members shall not vote on any matter, including but not limited to in the election or appointment of Directors, on any matters pertaining to the operation or governance of the Foundation, or on the expenditure, distribution or loaning of any Foundation monies, funds or assets. The Foundation’s Board of Directors may determine the minimum contribution levels for membership to the Foundation. The Foundation’s Board of Directors may also grant non-voting complimentary memberships as it shall determine in its discretion. Article III Directors Section 1. The Board of Directors of the Foundation shall consist of no fewer than three (3) nor more than fifteen (15) voting directors. The initial Board of Directors shall consist of four (4) voting directors. Ex-officio directors, whom shall be non-voting directors, shall include the City of Louisville’s Director of Library Museum Services and the City of Louisville’s Museum Coordinator. Section 2. No more than two (2) directors of the Foundation may concurrently serve on the Board of the Louisville Historical Commission, Inc. Section 3. Directors shall be elected by a majority vote of directors present at an Annual Meeting at which a quorum is present. If there are more nominees than director positions available, those nominees receiving the most votes shall be elected to the available positions. Directors shall serve three (3) year terms except that the initial terms of some directors may be shortened in order to provide for staggering of terms. Directors’ terms may be staggered so that less than a majority of the directors’ terms shall expire at any Annual Meeting. Section 4. Any vacancy occurring on the Board of Directors may be filled by a majority vote of the directors present at any regularly scheduled or specially called