Dragonfest of Colorado Bylaws

ARTICLE I: NAME and PURPOSE, AND MEMBERSHIP
Section 1–Name: The name of the organization is “Dragonfest of Colorado, Inc,” or simply “Dragonfest.” It is a nonprofit organization incorporated under the laws of the State of Colorado.
Section 2-Purpose: Dragonfest is a non-profit, 501(c)(3) organization dedicated to fostering the acceptance of diverse cultural, spiritual, and social viewpoints. The primary goal is to host an annual retreat (The Retreat) that promotes education, community, and spiritual growth centered on Earth-based philosophies fostering both individual enlightenment and community development..

ARTICLE II: MEMBERSHIP AND VOTING RIGHTS
Section 1-Membership: Any person 16 years of age or older may become a member of Dragonfest by purchasing a membership at the rates set by the Board of Directors. Memberships are valid from the date of purchase through the end of the calendar year, regardless of when the membership is purchased, including purchase of membership made during the retreat. Memberships are available for purchase up until the conclusion of the annual retreat each year.
Section 2-Member Voting Rights: A person may vote in any election if they held a membership in either the current or previous calendar year. Each person eligible to vote in an election is entitled to one vote regardless of their membership level or position within the organization.
Section 3-Member Petitions: Any person that may vote in an election may have an issue put on the ballot for that election by providing a written petition at least 30 days prior to the election showing the signed support of at least 10 percent of members who are eligible to vote in the election in which the issue will be on the ballot. Alternately, an issue may be raised during the annual retreat Board of Directors (“The Board”) meeting at which time the board will consider placing it on the ballot. (see Section 4)

ARTICLE III: BOARD OF DIRECTORS
Section 1-Board Role: The Board will oversee the general business of Dragonfest. The Board is responsible for overall strategic policy and direction of Dragonfest and assigns responsibility of day-to-day operations to the Corporate Officers. It is the responsibility of The Board to implement and enforce these Bylaws. The Board may make any decisions that are not specifically reserved to the members in these Bylaws. Changes to these Bylaws require approval by the majority of members. All Board members are volunteers and serve in their role without compensation and are not trustees of Dragonfest.
Section 2-Number, Term, and Reelection: The Board is made up of at most 6 board members (each a “Director”).
Each Director position will be up for election every three years, regardless of the actual time that the person filling a position has been a Director, on a schedule that has a minimum of two positions up for election each year. If there is a position that is filled an interim Director as described in Article III, Section 12 below, then that position will also be up for election at the next scheduled election to fill the remainder of that position’s term. The term of each Director will begin two weeks after election results have been announced in which they are elected and end two weeks after election results have been announced three years later.
A Director will hold their office until the end of their term or until their death, permanent disability that makes it impossible to carry out their duties as a Director, resignation, or removal as described in these bylaws.
A Director may be reelected to their position for any number of terms.
Section 3-Election Procedures and Nomination: Regular elections will occur each year in accordance with the process approved by the Board and ballots will be provided to eligible voters no later than 14 days before the election. If electronic voting is unavailable, the Board will establish a mail-in ballot process. To nominate themselves, candidates must:

1. be a current Dragonfest member.
2. Be at least 18 years old.
3. Live in Colorado or an adjoining state, except that no more than two directors at any one time may live outside of Colorado.
4. They are not members of the same household, family, or spiritual working group as any other serving Director. For clarity, being a member of the same spiritual working group means that the individual is a recognized member of that group and not simply an individual that may attend open or public rituals or religious observances of that group.
5. They have submitted a complete official nomination form to the Board by the nomination deadline. The Board will make the official nomination form available to members based on the Board’s election process and timeline.

If more nominees than positions are available, the election will use ranked voting with the highest-ranking two candidates filling full-term positions, and remaining nominees will fill shorter terms, if any, in order of rank. If two or fewer candidates are running and no positions are for partial terms, the Board may appoint them without an election.
If the election of two or more people to a Director position would violate this section, such as if two members of the same immediate family are elected or the election would result in more than 2 Directors living outside of Colorado, then the Director with the lowest number of votes that caused violation will be disqualified.
Section 4-Regular Meetings: The Board will hold regular monthly meetings as scheduled without additional notice. The President will decide whether meetings are held in person or virtually. Directors may attend in-person meetings virtually at their discretion. The Board may cancel one regular meeting per quarter if necessary. An annual meeting will be held during the retreat, replacing the August meeting. The Board President will decide the meeting format but at a minimum the Board will present the Annual Report, including financial statements.
Section 5-Special Meetings and Virtual Votes: Any Director may request a special meeting or virtual vote by notifying the President.
Directors calling for a special meeting must provide the meeting topic and supporting information. A virtual vote will determine if the meeting is approved, and, if approved, it will be held virtually.
A Director calling for a virtual vote must provide the topic of the vote, any supporting information necessary for the other Directors to make an informed decision on the topic and the deadline by which the vote will be complete. Any Director may request that the deadline be extended or that the vote occur at a regular or special meeting instead of virtually, and the President will not withhold approval of that request unless approving the request would negate or undermine the purpose of the vote, the request is unreasonable, or the request reasonably appears to be made in bad faith. Virtual votes can be held via email or another electronic system that records votes. The Secretary will record the results of all virtual votes, or any decisions made by the President, and provide the results to all Directors either as a special notice or by recording it in the minutes of the next regular meeting.
The President will provide notice to all Directors of a call for a special meeting or a virtual vote within 3 calendar days following receipt of the request. If the President does not provide notice by that deadline, then the Director calling for the meeting or virtual vote may notify all other Directors directly.
Section 6-Board Officers and Roles: Board Officers (as distinct from Corporate Officers) are elected to their positions by the Board. A Board Officer must be a Director for the entire period that individual is a Board Officer. A Board Officer’s term will end at the same time as the term for that Officer’s Director position, though a Board Officer may be reelected to office an unlimited number of times. Any two or more offices may be held by the same person with the approval of the Board, except that one Director may not be both President and Vice President.
There are 4 Board Officer positions: President, Vice President, Secretary and Treasurer. The Board may also create other Board Officer positions with specific responsibilities from time-to-time and elect Directors to fill those roles.
If any Board Officer is not present or the office is vacant, then the President will either fulfill the responsibilities of that office or designate another Director to fulfill the responsibilities of that office, with that Director’s consent, until the office is filled and the Officer is present.
If the President is not present, then the Vice President will assume all responsibilities of the President until the President is present. If both President and Vice President are not present, then the Secretary will assume all responsibilities of the President until the President is present. If no other Board Officer is present, then the Treasurer will assume all responsibilities of the President until the President is present. If no Board Officer is present, then the Director who is present and has been in the role of Director the longest will assume all responsibilities of the President until the President is present. An Officer is not considered present if the office is vacant.
Section 7-Valid Acts of the Board: A Board vote or action is valid if a majority of Directors are present, either in person or virtually. If fewer than a majority are present, the vote must be ratified by a majority of all Directors by the next regular meeting. Directors who are notified of a virtual vote but do not participate will be considered as being present but having abstained.
Section 8-Board Voting: Each Director may vote once in all matters put to a vote. Each Director’s vote is equal, except that, in the event of a tie vote, the President’s vote will be the tiebreaker. Any vote made virtually or by proxy will be the same as one made in person.
A vote passes if there are more votes for the measure than there are against the measure, regardless of the number of abstentions, unless a greater number of votes is required for a specific purpose elsewhere in these Bylaws.
Directors must recuse themselves from votes involving a personal, familial, or financial conflict of interest. (see section 14.)
Only Directors may make a motion or second a motion before the Board except as otherwise specifically stated in these Bylaws.
Section 9-Proxies: Any Director may choose to give another Director the right to vote on their behalf for any vote where that Director cannot be present. This must be documented in writing to be valid, and must designate which specific topics the proxy covers and any limits on the proxy.
Section 10–Resignation of Directors: A Director may resign at any time by filing written notice with the Secretary, or declaring their intention to resign at any meeting of the Board. This notice or declaration must also state the effective date of the resignation.
Section 11-Removal of Directors: Any Director may call for the removal of any other Director either from a position as a Director or from a position as an Corporate Officer for any reason. The call for a removal must be made either at a regular meeting, a special meeting, or through a virtual vote as described in Section 5.
A Director may only be removed if a four-fifths majority of the Directors present vote for removal, except as described in this section, and all Directors other than the Director for whom the vote for removal applies to must be present for the vote.
A Director will automatically be removed, without a vote of the Board, if that Director is convicted of fraud, larceny, embezzlement, sexual assault, kidnapping, or any related crime or any Crime of Violence under Colorado laws or is encarcerated for any reason.
Any Director who is removed under this section may not serve on the Board in any capacity again for a period of seven years following when the motion for removal passed.
Section 12-Vacancies: If a vacancy in a Director position occurs for any reason, then the Board may vote to appoint an interim Director to serve in that position. Any Director filling a vacant position will serve until the next regular election.
Section 14-Conflicts of Interest: Directors must disclose any personal, familial, spiritual working group, or financial interests in matters before the Board and recuse themselves from discussions or votes on those matters, except to provide factual information if asked.
A personal conflict arises when the matter directly affects the Director, such as their election, removal, or appointment to an office. A familial conflict arises when the matter affects a close family member, such as a spouse, child, or sibling. A financial conflict of interest exists whenever a Board member or an immediate family member of a Board member has a financial interest of any kind in a matter before the Board where the interest would reasonably impact that Director’s judgment.
Section 15-Standards of Conduct: All Directors will act in good faith, with the care that a reasonable person in a similar position would use in similar circumstances, and in a manner the Director reasonably believes to be in the best interests of Dragonfest. This includes providing an important information the Director has about any issue in front of the Board.
All Directors are entitled to reasonably rely on any information or data provided by other Directors, Corporate Officers, and committee members who have knowledge related to the information or data presented; legal counsel and other professionals retained by Dragonfest who provide information within their scope of professional expertise; individuals with religious authority, such as ministers, high priests and high priestesses, rabbis, imams, and spiritual leaders of any other faith or practice who is providing information within the scope of their religious or spiritual expertise; and individuals with authority in religious or secular organizations, such as government employees or other advisors who are providing information within their scope of authority.

ARTICLE IV: COMMITTEES
Section 1-Committees: The Board or the Board President may form any committees it believes are necessary. Unless the Board specifies otherwise during the creation of the committee, the Board President will name members and the chair of such committees. The chair of a committee may appoint other members to a committee unless specified otherwise by the Board or Board President. Committees may include individuals who are not Directors.
Committees may make a motion for consideration by the Board.

ARTICLE V: CORPORATE OFFICERS AND STAFF
Section 1-Director of Operations: The day-to-day operations of Dragonfest and Retreat will be overseen by the organization’s Director of Operations (Ops 1), who will be a Corporate Officer. Ops 1’s responsibilities will be described in a board-approved position description, which the Board may update from time to time, and Ops 1 will complete all responsibilities contained in that position description.
Ops 1 will be appointed by the Board, and the Board may remove any Ops at any time if the Board believes that action to be in the best interest of Dragonfest. A Board member may not also be Ops 1 to avoid conflicts of interest. Ops 1 make designate, at The Board’s approval, at most two more Ops to assist as needed. Regardless, Ops 1 is responsible for ensuring position description responsibilities are completed.
Section 2-Other Corporate Officers: The Board may create any additional Corporate officers it determines are necessary to the efficient and effective operation of Dragonfest, and may appoint any person to fill those roles. The Board will determine if a Board member may also fill the Corporate Officer role at the time it creates the role.
Section 3-Retreat Operational Staff: All decisions related to Retreat operational staff, including determining the number of staff positions are necessary and appointing people to or removing people from those positions is the responsibility of the Ops 1.
Section 4-All Positions are Volunteer: All Corporate Officers and staff are volunteers and receive no compensation for their roles. However, the Board may hire independent contractors or provide scholarships for members if necessary.
Section 5-Standards of Conduct: All Corporate Officers will act in good faith, with the care that a reasonable person in a similar position would use in similar circumstances, and in a manner the Corporate Officer reasonably believes to be in the best interests of Dragonfest.
Corporate Officers are entitled to reasonably rely on any information or data provided by Directors, other Corporate Officers, and committee members who have knowledge related to the information or data presented; legal counsel and other professionals retained by Dragonfest who provide information within their scope of professional expertise; individuals with religious authority, such as ministers, high priests and high priestesses, rabbis, imams, and spiritual leaders of any other faith or practice who is providing information within the scope of their religious or spiritual expertise; and individuals with authority in religious or secular organizations, such as government employees or other advisors who are providing information within their scope of authority.

ARTICLE VI: ORGANIZATIONAL POSITIONS ON MATTERS OF PUBLIC INTEREST
The organization may support or oppose legislation, initiatives, agency rules, or other matters as permitted for a 501(c)(3) organization, as long as the Board approves that support or opposition and the matter directly impacts the operations of Dragonfest or the religious freedom of its members. The organization may not support or oppose any legislation, initiatives, agency rules, or other matters that do not directly impact the operations of Dragonfest or the religious freedom of its members, or support or oppose any specific candidate for office.

ARTICLE VII: CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1-Contracts: Dragonfest may enter into any contract necessary for Dragonfest’s operations if the Board approves that contract. The President, Treasurer, Ops 1, or an authorized Corporate Officer may approve contracts, as long as they fall within the Board-approved annual budget.
Section 2-Loans: Dragonfest may only take out loans or incur other debt if the Board approves the loan or debt Dragonfest may not loan funds to any Director, Corporate Officer, or Member. Directors or Officers who approve such loans are personally responsible for repayment.
Section 3-Deposits and Cash: The Board will select the banks or other depositories that will hold Dragonfest’s funds and determine who is an authorized signed on those accounts. Dragonfest will implement processes to minimize the risk of loss or theft of any cash that Dragonets receives.
Section 4-Signatories: Board Officers and the Ops 1 may sign any contracts, notes, checks, and other instruments on behalf of Dragonfest. That signature is only valid on contracts, notes, and other instruments if the instrument is approved by the Board or otherwise in these Bylaws.

ARTICLE IX: INDEMNIFICATION AND LIABILITY OF OFFICERS, DIRECTORS, VOLUNTEERS AND AGENTS
Section 1-Limitation of Personal Liability: Directors are not personally liable for breaches of fiduciary duty to the fullest extent permissible under the Colorado Nonprofit Corporation Act, as amended (the “Act”), including, without limitation, pursuant to C.R.S. 7-128-402, except in cases of unauthorized or unlawful use of Dragonfest funds. Directors, including Board Officers, or Corporate Officers who approve unauthorized or unlawful payments will be personally liable for the amounts involved.
If multiple Directors or Corporate Officers are involved in approving the unlawful or unauthorized use of Dragonfest’s funds, then any Director or Corporate officer that repays their fair share of the payment or obligation may seek repayment of any additional amounts paid from the other involved Directors and Corporate Officers.
Section 2-Scope of Indemnification: Dragonfest will provide indemnification of, and advance expenses to, Directors, Corporate Officers, volunteers, fiduciaries, and other agents to the fullest extent permissible under the Act.
Section 3-Amendment, Modification or Repeal: If this article is amended, modified, or repealed, in whole or in part, that amendment, modification, or repeal will not affect any right or protection of a Director, Officer, volunteer, fiduciary, or other agent under this Article in respect of any action or omission occurring prior to the time of such amendment, modification, or repeal.
Section 4-Insurance: Dragonfest may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee, or agent of the organization against any liability asserted against that person and incurred by that person in any capacity related to Dragonfest.

ARTICLE X: FISCAL YEAR
The fiscal year for Dragonfest is January 1 to December 31.

ARTICLE XI: WAIVER OF NOTICE
A Director may waive any notice required by these Bylaws or as required by law at any time by documenting that Director’s waiver in writing. If a Director waives notice, then it is the same for all purposes as if the Director had received notice.

ARTICLE XII: AMENDMENTS, MODIFICATIONS, AND REPEAL
The membership may amend these bylaws by majority vote during a regular election. The Board may make modifications to comply with legal requirements at any time, which must be ratified by members at the next election.
The Board may vote to include any modification of these Bylaws in any election. Members may also propose amendments by submitting a petition at least 30 days prior to the election with the support of at least 10% of eligible voters in the election in which the modification will be included.

ARTICLE XIII: BOOKS AND RECORDS
Dragonfest will keep correct and complete books and records of all accounts of the organization, such as by creating a monthly treasurer’s report showing account balances and account statements. Dragonfest will also keep minutes of all Board meetings showing the acts of the Board.
Dragonfest will also maintain a record of the names and addresses of all Directors.
A member, or that member’s agent or attorney, may inspect any of Dragonfest’s books and records at any reasonable time.

ARTICLE XIV: DISSOLUTION OR SALE OF ASSETS
The Board may permit Dragonfest’s assets to be sold or mortgaged outside of the regular course of business if the vote passes with a two-thirds majority.
Dragonfest may only voluntarily dissolve upon the vote of a two-thirds majority of the members who are entitled to vote at the time the vote is taken. Upon Dragonfest’s dissolution, any assets remaining after payment of or provision for its debts and liabilities will, consistent with the purposes of the organization, be paid over to charitable organizations exempt under the provisions of Section 501(c)(3) of the U.S. Internal Revenue Code or corresponding provisions of subsequently enacted federal law. No part of the net assets or net earnings of the organization may be paid or distributed to a Corporate Officer, Director, member, or donor of the organization.

Replaces Dragonfest Corporate Bylaws as amended 12/13/2020. Approved 12/08/2024.