Independent Community Bankers of Colo

“Article II of the By-Laws provides that "The Corporation shall have three (3) classes of members... a) Active Members: Any state or national bank, savings and loan association, savings bank, or FDIC insured trust company dedicated to the preservation of an independent banking system. The principal office of an Active Member shall be located within the State of Colorado or if the principal office of an Active Member is located in a state contiguous to the State of Colorado it shall maintain at least one branch in the State of Colorado. b) Associate Members: Any person, firm or corporation as may be approved from time to time for such membership by the Board of Directors. c) Affiliate Member: Any state or national bank, savings and loan association, savings bank, or FDIC insured trust company dedicated to the preservation of an independent banking system, may be approved from time to time for such membership by the Board of Directors, if it operates one or more branches located in Colorado, but does not meet the criteria to be an Active Member."”

“Article VI of the By-laws provides that Active members are divided into four geographical districts by county. Each District has four Directors on the Board that serve staggered three-year terms. "In any year when any District is entitled to elect a Director, the President shall cause the Secretary to advise the Active Members not later than ninety (90) days prior to the annual meeting of the procedure for nominating and electing District Directors. Any Active Member in good standing within a District may nominate an officer of such member or any other member within such District for election as a Director. An officer of a member located outside the State of Colorado shall be eligible for election as a Director. Nominations shall be in writing, accepted by the nominee and submitted to the corporation office not later than fifteen (15) days after forwarding by the corporation of advice of the nominating and electing procedure. Within ten (10) days thereafter, the Secretary shall cause written ballots to be mailed or transmitted by facsimile transmission or electronic mail from the corporation office to the members of each district entitled to elect a Director, and such ballots shall be returned to the corporation office not later than thirty (30) days prior to the annual meeting, by mail, facsimile transmission or electronic mail. Each member of a District who is an Active Member of the corporation in good standing shall be entitled to one vote to be cast by one of its officers or directors designated by such member or otherwise authorized by these By-Laws for said purpose. There shall be no fractional votes. The candidate receiving a majority of votes cast by Active Members of the District shall be elected, but if no person receives a majority, the two persons receiving the highest number of votes shall be subject to a run-off election. The Secretary shall cause written ballots to be mailed or transmitted by facsimile transmisson or electronic mail not later than twenty (20) days prior to the annual meeting for the purpose of the run-off election and they shall be returned by mail, facsimile transmission or electronic mail and received by the corporation not later than ten (10) days prior to the annual meeting. If said balloting results in a tie vote, the winner shall be chosen by the President of the corporation through the flip of a coin. Announcement of the successful candidates shall be made at the annual meeting of the corporation."”

“At the Organization's annual business meeting held at convention, active member banks are given a copy of any draft resolutions before the meeting. A vote on these resolutions is an action item on the annual business meeting agenda. The policy resolutions include a provision "we hereby adopt, ratify, and confirm all official actions of the Officers, Directors, Committees, and Staff during the past year."”

“Article V of the By-laws provides that officers of the corporation shall be a Chairman of the Board, a President, a President-Elect,....and such other officers as may be appointed in accordance with the provisions of this Article. The Chairman, President and President-Elect make up the Executive Board. The Executive Board is provided a copy of the tax return for review and comment before the return is filed.”

“At the time of commencing their term as a Board Member, each director is required to sign the "Board of Directors Conflict of Interest Policy and Disclosure." At each January Board meeting, the Members are reminded of this policy.”

“The Executive Director makes salary recommendations for all employees (other than the Executive Director) to the Executive Board. The Executive Board discusses, considers and makes salary Decisions for the Executive Director and for all employees.”

“All documents, policies and financial statements are available on request.”