Board Chair

Judy Vanderleest’s career with the State of Colorado ranged from her first job as Clerk of the Court in Craig, Colorado, to the courts in Fort Collins, Denver Juvenile, Glenwood Springs, Meeker, Rifle, Rangely, and Aspen.   She retired from the position as District Administrator in Mesa County (Grand Junction) in 2011.

Judy holds both a Bachelor’s degree in Business Administration from Colorado State University and a Master’s degree in Public Administration from the University of Colorado, Denver.

Judy is creative, a dreamer, and, to some, annoyingly organized.   She is currently on the board of directors of the Western Colorado Community Foundation and a founding member of The Giving Club in Grand Junction.     She and her husband Andy enjoy traveling, snowmobiling, and spending time puttering around the family cabin.

Board Member and Treasurer

Karen Studen’s career with the State of Colorado had her working in both Pueblo and Chaffee counties along with a six year stint in Denver.     Karen retired in 2006 from a distinguished career at both the Department of Social Services (25 years) and the Judicial Department (9 years).  

Karen holds a BA in Psychology/Sociology from University of Northern Colorado.

Karen is active in a variety of community organizations that support children and families.     You can find her on the golf course any time of the year when the sun is shining and the grass is showing.     Karen enjoys any activity which takes her outdoors.    When the weather doesn’t cooperate she enjoys decorative painting indoors.

Board Member and Secretary

Megan Peitzmeier is a Staff Attorney for Colorado PERA, and has been living and working in Colorado since 2013. Prior to Colorado PERA, she was in Kansas City practicing law at a large firm.

Megan completed her undergraduate work at Kansas State University and her law degree at the University of Kansas. Despite earning degrees from rival Kansas schools, she is a K-State Wildcat through and through.

Outside of work, Megan and her husband (a Colorado native) spend time with their son and their three dogs. She is also an equestrian, and loves traveling, reading, and being outside.

Board Member 

After 6 years as a High School English teacher in Denver, Vicki Villalobos received her Master’s Degree in Judicial Administration from the University of Denver, School of Law.  After 13 years as a Court Administrator for the State of Kansas, Vicki returned to her home state of Colorado as District Administrator for the Fourth Judicial District of Colorado which is comprised of El Paso and Teller Counties.

During her career with the Judicial Systems of Colorado and Kansas, Vicki has been deeply involved in the formation of 2 CASA programs in Kansas, the development of a juvenile justice monitoring program in Kansas and Court Care of the Pikes Peak Region in Colorado Springs.

Since her retirement in 2010, Vicki can be found concentrating on a game of Bridge 3-4 times a week or visiting her daughter and grandchildren in Denver.

BYLAWS OF   Strength in Change

ARTICLE 1 – NAME AND PURPOSE

Section 1 –Name:   The name of the organization shall be Strength in Change.   It shall be a nonprofit organization incorporated under the laws of the State of Colorado and under section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code.

Section 2 – Purpose: Strength in Change is organized exclusively for charitable, scientific and education purposes.   The purpose of this corporation is to positively impact primarily the lives of children and youth in Colorado by public retirees.

ARTICLE II – MEMBERSHIP

Section 1 – Membership:   Membership shall consist of the board of directors.

ARTICLE III – BOARD OF DIRECTORS

Section 1 – Board role, size, and compensation:   The board is responsible for overall policy and direction of the organization.   The board may delegate responsibility of day-to-day operations to committees.

During the first year of existence, the board shall have up to ten but no fewer than three members.   Of these, one board member must also be a member or designee of the Public Employees’ Retirement Association of Colorado (“PERA”); one board member must be under the age of 19 years (non-voting if younger than 18); and one board member must be a PERA retiree.

One year following the date that Strength in Change is approved by the Secretary of State as a Nonprofit Corporation in the State of Colorado, the board shall have up to ten but no fewer than seven members.   Of these, one board member must also be a member or designee of PERA; one board member must be under the age of 19 years (non-voting if younger than 18); and seventy percent of the board members must be PERA retirees.

Board members receive no compensation for their service beyond reasonable expenses that may be incurred as a member of the Strength in Change Board of Directors.

Section 2 – Terms:   All board members shall serve two-year terms, but are eligible for re-election for up to five consecutive terms.

 Section 3 – Meetings and notice:  The board shall meet at least twice a year, at an agreed upon time and place.   Attendance may be by phone.    An official board meeting requires that each board member have written notice at least ten days in advance.

Section 4 – Board elections:   During the last quarter of each fiscal year of the corporation, the board of directors shall elect Directors to replace those whose terms will expire at the end of the fiscal year.   This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws.

 Section 5 – Election procedures:  New directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present.   Directors so elected shall serve a term beginning on the first day of the next fiscal year.

Section 6 – Quorum:  A Quorum must be attended by at least forty percent of board members for business transactions to take place and motions to pass.

Section 7 – Officers and Duties:   There shall be three officers of the board, consisting of a chair, a secretary and a treasurer.   Their duties are as follows:

The chair shall convene regularly scheduled board meetings, shall preside or arrange for other members to preside at each meeting, and shall appoint committee chairs on ad hoc committees as designated by the board.

The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.

The treasurer shall make a financial report at each board meeting.   They shall chair the finance committee, assist in the preparation of the budget and make financial information available to board members, PERA retirees and the public.

Section 8 – Vacancies:  When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members.   These nominations shall be sent out to board members to be voted upon.   These vacancies will be filled only to the end of the particular board member’s term.

Section 9 – Resignation, termination, and absences:   Resignation from the board must be in writing and received by the secretary.   A board member shall be terminated from the board due to two or more unexcused absences and/or non-participation.   A board member may be removed for other reasons by a three-fourths vote of the remaining officers.

Section 10 – Special meetings:  Special meetings of the board shall be called upon the request of the chair, or one-third of the board.   Notices of special meetings shall be sent out by the secretary to each board member at least three days in advance.

ARTICLE IV – COMMITTEES

Section 1 – Committee formation:   The board may create committees as needed, such as public relations, data collection, screening, etc.   The board Chair appoints all committee chairs.

Section 2 – Executive Committee:   The three officers serve as the members of the Executive Committee.   Except for the power to amend the articles of incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.

Section 3 – Financial Committee:   The treasurer is the chair of the Finance Committee, which includes one other board member.   The Finance Committee is responsible for developing and reviewing fiscal procedures and the annual budget with other board members.   The board must approve the budget.   Any major change in the budget must approved by the board or the Executive Committee.   The fiscal year shall be the calendar year.   Annual reports are required to be submitted to the board showing income, expenditures, and pending income.   The financial records of the organization are public information and shall be made available to board members, PERA retirees and the public.

ARTICLE V – CONFLICT OF INTEREST

 Section 1 -Duty to Disclose:    In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board or Executive Committee.

Section 2 – Recusal of Self:   Any director may recuse him or herself at any time from involvement in any decision or discussion in which the director believes he or she has or may have a conflict of interest, without going through the process for determining whether a conflict of interest exists.

Section 3 – Determining Whether a Conflict of Interest Exists :  After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board or Executive Committee meeting while the determination of a conflict of interest is discussed and voted upon.   The remaining Board or Executive Committee members shall decide if a conflict of interest exists.

Section 4 – Procedures for Addressing the Conflict of Interest:

a.     An interested person may make a presentation at the Board or Executive Committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

b.     The Chairperson of the Board or Executive Committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c.      After exercising due diligence, the Board or Executive Committee shall determine whether Strength in Change can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d.     If a more advantageous transaction or arrangement is not reasonably possible under circumstances no producing a conflict of interest, the Board or Executive Committee shall determine by a majority vote of the disinterested board members whether the transaction or arrangement is in Strength in Change best interest, for its own benefit, and whether it is fair and reasonable.   In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

Section 5 – Violations of the Conflicts of Interest Policy:     If the Board or Executive Committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.    If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board or Executive Committee determines the member has filed to disclose an actual or possible conflict of interest, it shall take appropriate corrective action.

ARTICLE VI – DISSOLUTION

Section 1 – Dissolution:  Upon the dissolution of the organization, assets shall be distributed to the Mesa County United Way, or one or more organizations pursuing similar mission and exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal tax code, or shall be distributed to other organizations pursuing exempt purposes, or to the federal government, or to a state or local government for a public purpose.  Any such assets not so disposed of shall be disposed of by the court of a competent jurisdiction in the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization(s) as said Court shall determine which are organized and operated exclusively for such purposes.

ARTICLE VII – AMENDMENTS

Section 1 – Amendments:  These bylaws may be amended when necessary by two-thirds majority of the board of directors.   Proposed amendments must be submitted to the secretary to be sent out with regular board announcements.

CERTIFICATION

These bylaws were approved at a meeting of the board of directors by a two-thirds majority vote on October 1, 2014.

/s/ Kim Gardner

Secretary

10-1-2014

Date