Section 1. General

The business of CHJA shall be managed by the Board of Directors, which shall exercise all of the powers of the Association, except as otherwise provided by statute or by the Articles of Incorporation.

Section 2. Election and Terms

The Board of Directors shall consist of eleven persons elected to that post by the general membership. Each board member must be a resident of Colorado and must be a CHJA member for the length of his or her term. The term of each board member shall be two years. In order to provide for a carryover of experienced Board members, six board members shall be elected in odd numbered years and five board members shall be elected in even numbered years, or a sufficient number to fill board vacancies. Persons holding CHJA Paid Positions may not serve on the Board of Directors. This does not preclude the board from offering a financial honorarium to board members who provide volunteer services of an exceptional nature.

Proviso: The seven board members elected in 2022 will finish their two-year terms. In 2023, six board members will be elected to serve 2023-2025, bringing the size of the board down to thirteen. In 2024, five board members will be elected to serve 2024-2026, which will result in an eleven-member board.

Section 3. Code of Ethics

CHJA Board Members are required to:

1. To maintain high moral and ethical standards of performance and behavior and to serve as an example to the general membership, especially the junior members.
2. To support, enforce and strengthen the CHJA Bylaws, CHJA Rules and Specifications.
3. To support all Board resolutions and decisions that have been passed by at least a majority vote.
4. To represent the needs and interests of the members in a fair and impartial manner.To contribute and participate frankly and sincerely at the meetings of the Board.
5. To participate actively in at least one CHJA committee and event. Each Board member will submit, in writing, a report at the final meeting of the year on what committee (s) they worked, and at what CHJA events they donated their time.

Section 4. Powers and Duties

In addition to the functions and duties customarily performed by a corporate Board of directors, and other duties as these bylaws may prescribe, the following specific functions are delegated to the Board.

1. Establishment and dissolution of committees.
2. Promulgation and enforcement of CHJA rules and specifications.
3. Hiring and contracting of any paid position.
4. Removal from office of any director, chairman or officer, who in the opinion of a majority of the Board, has failed to discharge his or her duties in a manner that is consistent with the best interest of the Association.
5. Interpreting and deciding all questions or ambiguities which may arise in connection with any bylaw, rule, or policy of CHJA in consultation with appropriate committees if applicable.

Section 5. Meetings and Conduct of Business

Board meetings may be called by the President, who shall instruct the Secretary to forward notice of such meetings, along with the minutes of the last meeting to each Board member no more than a week after the previous adjourned meeting. The President may call a special or emergency board meeting at any time upon notice to each board member. Any three board members may request that a meeting be called by the President, who shall call the meeting as quickly as possible. Board meetings may be conducted by conference call. Meetings of the board are open to all CHJA members in good standing. Non-members may attend board meetings as a guest of a board member. Anyone wishing to present an issue at a board meeting must notify the President. Only directors may vote at board meetings. The President may close board meetings if deemed necessary.

Section 6. Quorum

A majority of Directors of the Board must be present to constitute a quorum. A majority vote of the Directors present at a meeting in which a quorum exists shall be deemed sufficient to sanction the legitimate business and affairs of the Association, with the exception of changes, additions or deletions of rules, specifications or bylaws which must receive a two- thirds vote of the Directors present at a meeting in which a quorum exists.

Section 7. Removal and Vacancies

Any board member missing more than one planned meeting per year shall be subject to review and possible dismissal by the board. The board member will be notified by the secretary if he/she has been dismissed. Vacancies on the board shall be filled by the alternate receiving the highest number of votes from the previous election’s vote tally. This person will complete the term of the person vacating the position. Any board member being removed from the board for any reason will not be able to run for the board for one full year.

Section 8. Executive Committee

There shall be an Executive Committee of the board composed of the officers who shall have all the powers of the board to transact business between board meetings.  Such transactions shall be reported at the next regular board meeting.