ARTICLE I

BOARD OF DIRECTORS

Section 1.  General Powers. The affairs of the Authority shall be conducted by an Authority Board consisting of five board members who hereafter shall be called "Directors", each of whom shall have one vote and who shall be appointed in the following manner:


A. Two Directors shall be appointed to serve on the Authority Board by the Board of County Commissioners of Jefferson County from a list of nominees submitted by member cities and towns; however, no member city or town may submit more than one nominee for each vacancy.


B. Two Directors shall be appointed to serve on the Authority Board by the Board of County Commissioners of Jefferson County from a list of nominees submitted by member special districts; however, no member special district may submit more than one nominee for each vacancy.


C. One Director shall be a member of the Jefferson County Board of Commissioners, who shall be designated annually by the Board of County Commissioners to serve as the County's representative. This Director shall serve until a successor is dully appointed.


D. Nothing shall preclude either member cities and towns or member special districts from determining by a simple majority vote of all the nominating entities the entities' choice(s) for appointment to the Authority Board. Upon written notification to the Board of County Commissioners of the majority's choice(s) for appointment, the County Commissioners shall make the appointments in accord with the majority's choice(s).


E. All Directors' terms shall be for four (4) years and shall be staggered in even and odd years, except as provided for in this Article.


F. The Director serving as the representative of the County shall be permitted to designate, in writing, an alternate to attend board meetings and vote on said Director's behalf. This alternate shall have all the power and authority of this Director. No other Director shall be permitted to designate an alternate.


G. Any Director, except the Director serving as the representative of the County, that misses three or more regular meetings in any calendar year may be removed from the Authority Board by a majority vote of the Directors present at a meeting at which a quorum is present. Any Director so removed shall have no further vote or participation in the affairs of the Authority Board. the member cities and towns, if the person removed is from a city or town, or member special districts, if the person removed is from a special district, shall nominate a person to fulfill the unexpired term of the person removed from the authority board and Board of County Commissioners of Jefferson County shall appoint a replacement director as set forth in Article 1.

Article II

Meetings

Section 1.  Regular Meetings. Regular meetings of the full Authority Board shall be held at such time and place as the Board may from time to time determine.


Section 2. Special Meeting. Special meetings of the Authority Board may be called by or at the request of the Chairman of said Board or any three Directors, and shall be at such place as the Directors may determine. Notice of any special meeting of the Authority Board shall be given at least seven days previously thereto by written notice delivered personally or sent by mail or facsimile to each Director at his address or facsimile number as shown by the records of the Authority. Any director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting must be specified in the notice or waiver of notice of such meeting if such business relates to matters of budget, contracts or major policy decisions of the Authority.


Section 3.  Agendas for Regular Meetings. The Chairman shall be responsible for preparing and distributing agendas for all regular meetings, Agendas shall be distributed by mailing or faxing to all Directors within at least three days before any regular meeting. All Directors shall have the right to have items placed on the agenda, It shall be the responsibility of any director desiring to have an item placed on the agenda to present the desired agenda item to the Chairman within a reasonable time for the Chairman to have the item included on the agenda prior to distribution. Notice of all regular meetings shall be given in compliance with the Colorado Open Meetings Law, Section 24-6-401, C.R.S. et seq.  Agendas for these meetings shall be posted as required by law.


Section 4.  Quorum. A majority of the Directors of the Authority shall constitute a quorum for transaction of business at any general or special meeting of the Authority Board.  Whenever less than a majority of the appointed Directors appear at any appointed time for a meeting those so present shall have the power to adjourn such meeting from time to time until a quorum is present. A quorum may transact the business of the Authority.


Section 5.  Acts of the Authority Board. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Authority Board, unless the act of a greater number is required by law or by these bylaws. All acts of the Authority Board shall be by vote recorded by the Secretary.

Section 6. Compensation. Directors shall not receive any salaries or compensation for their services as Directors.

Article III

Officers

Section 1. Officers. The officers of the Authority shall be Chairman, one or more Vice-Chairmen (the number thereof shall be determined by the Authority Board), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article.


Section 2.  Election and Term of Office. The officers of the Authority shall be elected annually by the Authority Board at the regular meeting of said Authority Board.  If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filed at any meeting of the Authority Board. Each officer shall hold office until his successor has been duly elected and qualified.


Section 3.  Removal. Any officer elected by the Authority Board may be removed by the Authority Board whenever in its judgment the best interest of the Authority would be served thereby.


Section 4.  Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Authority Board for the unexpired portion of the term.


Section 5.  Powers and duties. The several officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or directives of the Authority Board. In absence of such specifications, each officer shall have the power and authority and shall perform and discharge duties as are usually incumbent upon such officers.


Section 6.  The Authority Board, may in its discretion, by Resolution adopted by a majority of the whole Board, retain an Administrative Assistant to the Board. The Board shall specify duties and responsibilities of the Administrative Assistant to the Board. The Administrative Assistant shall have such powers and perform such duties as the Board may delegate to it in writing from time to time, including the management of the business affairs of the Authority, except that the Administrative Assistant shall have no power to amend the annual budget; sign checks; or amend fees, charges or the scope of the emergency telephone service provided by the Authority.


The Administrative Assistant shall perform his duties and responsibilities as directed by the Board and shall report periodically to the Board upon request of the Board.


Section 7.  Such additional committees shall be appointed by a majority of the Board as in the Board's discretion shall be needed to properly administer the affairs of the Authority. All committees created under such section of this Article shall serve at the will of the Board.


Section 8.  The Board may appoint steering committees consisting of one or more Directors and other persons who may be appointed by the Board. Steering Committees shall be responsible for given projects to be conducted by the Authority.

ARTICLE IV

FINANCES

Section 1.  Contracts. All contracts signed on behalf of the Authority shall be signed by the Chairman or Vice-Chairman and countersigned by the Treasurer or Assistant Treasurer. All contracts shall be approved by an act of the Authority Board prior to execution by any Board officer(s).


Section 2.  All checks, drafts or orders expending Authority monies shall be signed by the Chairman or the Treasurer of the Board. The Chairman or Treasurer shall not expend Authority monies without the Authority's prior approval, which shall be evidenced by the signature of two officers of said Authority.


Section 3.  This Board has by prior resolution, ETS92-02, authorized the Jefferson County Treasurer to deposit or invest Authority monies in compliance with Colorado law pertinent to investment of public funds.


Section 4.  Donations. The Authority Board may accept on behalf of the Authority any contribution, grant, funding, donation, bequest or devise for any purposes of the Authority.

ARTICLE V

BOOKS AND RECORDS

The Authority shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Authority Board, at all regular and special meetings, and shall keep a record giving the names and addresses of those Directors entitled to vote. The Authority shall also keep a record of any written designation of an alternate tendered in accordance with Article 1 of these Bylaws. All books and records of the Authority may be inspected by any member of the Authority, or his agent or attorney, for any proper purpose at any reasonable time. The authority shall cause to be conducted an annual audit, which audit shall be conducted by an independent certified public accountant, registered accountant, or partnership of certified public accountants or registered accountants, licensed to practice in the State of Colorado. The Authority shall file a copy of said audit with the governing bodies of the respective members of the Authority.

ARTICLE VI

FISCAL YEAR

The fiscal year of the Authority shall be the calendar year, beginning at one minute past midnight on the first day of January, and ending at midnight on the thirty-first day of December.

ARTICLE VII

BUDGET

The Authority shall adopt a budget in compliance with the Local Government Budget Law of Colorado, Section 29-1-1001, 12A, C.R.S. (1992 Supp.), et. seq. Said budget shall be filled with the Division of Local Government, Department of Local Affairs, State of Colorado, by the 31st of January of each year or as otherwise provided by law.

ARTICLE VIII

SEAL

The seal of the Authority shall consist of the signatures of the Chairman and Secretary of the Authority.

ARTICLE IX

DISSOLUTION

Upon the dissolution of the Authority, any funds may be transferred to the general funds of the public agencies who are members of the Authority on a basis proportionate to the number of telephone lines within each public agency. Any cost or liability incurred by the Authority during the dissolution of this Authority and as an expense of dissolution shall be bourne by each member of the Authority in the same proportion as the transfer of funds upon dissolution.

Upon the dissolution of the Authority, any assets of the Authority may be liquidated and the proceeds therefrom paid to each of the members of the Authority on the same basis as the transfer of funds upon dissolution.

ARTICLE X

AMENDMENT OF BYLAWS

These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by affirmative vote of at least four Directors.