Please be advised that INC will present an important matter to be considered for acceptance by the voting members of INC at the July 9, 2016 meeting of Inter-Neighborhood Cooperation (INC). The meeting will be held at The Mental Health Center of Denver – Dahlia Campus for Health and Well Being, Community Room, 3401 Eudora Street, Denver, Colorado 80207 at 9:00 am.

Matter to be presented:

Amended and Restated Articles of Incorporation. The proposed Amended Articles of Incorporation include several administrative corrections and include one substantive amendment. If consent is given by the delegates at the INC July 9th meeting, the Amended and Restated Articles of Incorporation will become effective upon adoption and will be filed with the Colorado Secretary of State.

Rationale:

Colorado law provides directors and officers of nonprofit corporations, particularly volunteers, with several statutory protections from liability. A nonprofit corporation may, in conformity with the statutory requirements described in the Colorado Nonprofit Act, eliminate or limit the personal liability of a director of the nonprofit from monetary damages for breaches of fiduciary duty, with certain express exceptions, including breach of the duty of loyalty. Nonprofit organizations typically provide such protections to the directors by including indemnification provisions in articles of incorporation and bylaws.

At the Delegate Meeting on November 8, 2014, INC delegates voted to amend the INC bylaws. One of the amendments submitted for delegate approval was to amend and add to INC bylaws an Article of Indemnification. The motion to amend the bylaws to add the indemnification provisions was incorporated in Article XV, paragraphs A and B of the bylaws. The current matter for consideration for the delegation is to include provisions for indemnification in the Articles of Incorporation.

DRAFT OF PROPOSED AMENDED AND RESTATED INC ARTICLES OF INCORPORATION FOUND HERE