BHNA By-Laws (DRAFT 2/12/03)

BHNA By-Laws (DRAFT 2/12/03)

BY-LAWS OF THE BAKER HISTORIC
NEIGHBORHOOD ASSOCIATION
A Colorado Nonprofit Corporation
Revised and adopted [date]


ARTICLE 1 NAME

Section 1 Name. The name of this nonprofit corporation shall be the Baker Historic Neighborhood Association, and it shall be abbreviated as BHNA.

Section 2 Address. The mailing address shall be:
Baker Historic Neighborhood Association
Box 9171
Denver 80209
or such other address as the Board of Directors may determine.

Section 3 Boundaries. The boundaries of the Baker Historic Neighborhood Association shall be:
Northern Boundary - West 6th Avenue
Eastern Boundary - Lincoln Street
Southern Boundary - Mississippi Avenue
Western Boundary - South Platte River
(the “Neighborhood”)

Section 4 Parliamentary Authority. Roberts Rules of Order [CITATION] shall govern the corporation when they are applicable and when they are not inconsistent with these Bylaws or other rules adopted by the corporation.

ARTICLE 2 OBJECTIVES

Section 1 BHNA is an organization which brings people together to improve the quality of life in all parts of the Neighborhood through:
(a) preserving the past;
(b) celebrating the present; and
(c) creating a better future.

Section 2 BHNA will create a sharing, cooperative and social atmosphere. More specifically, BHNA will:
(a) promote neighborliness;
(b) maintain and improve the physical appearance of the Neighborhood;
(c) provide a powerful, unified voice;
(d) encourage members to participate in BHNA, Neighborhood, or other related activities;
(e) work on specific Neighborhood problems, including safety;
(f) promote a positive image of the Neighborhood;
(g) develop BHNA’s identity and visibility;
(h) take action to improve the quality of life in the Neighborhood;
(i) inform and educate neighbors about issues that affect them;
(j) cooperate with other organizations on common goals; and
(k) develop resources to pursue the above objectives

ARTICLE 3 MEMBERSHIP; MEETINGS

Section 1 Membership. Membership is limited to the residents and owners of real property in the Neighborhood (the “Members”).

Section 2 Meetings. There shall be at least six meetings of the general membership held per year, one of which shall be held in May and which shall be the annual election meeting. Notice of the time of the next general membership meeting shall be announced at each general meeting and in the normal course of BHNA communication at least one month prior to the next general meeting. Quorum for general membership meetings shall be those members present at any general membership meeting.

[Dues ? - how much? Funding for needy? Exemptions?]
[qualification for voting, e.g., dues, prior attendance requirement, maximum votes per address?]

ARTICLE 4 BOARD OF DIRECTORS & ELECTIONS

Section 1 Composition of the Board. The Board of Directors shall comprise the Officers (defined below) and three (3) Representatives at Large (the “Board”). The Officers of the corporation shall be President, Vice President, Secretary, and Treasurer (the “Officers”). Quorum of the Board of Directors shall be four (4).

Section 2 Election of the Board. The members of the Board shall be elected as follows:

(a) All Board Members shall be elected by written ballot at the general membership meeting held in May.

(b) Members shall vote for Board Members in general, not specific Officer or Representative at Large positions. The top seven (7) vote-getters being elected as Board Members.

(c) The newly elected Board Members shall recommend to the general membership designations of Officers and Representatives at Large. The newly elected Board Members shall assume office upon confirmation by the members at the general membership meeting following the annual election meeting in May.

Section 3 Term. Board members shall serve for a term of one year. In the event that a vacancy occurs on the Board during any given year, it shall be filled for the unexpired term by a person elected by a majority vote of the general membership. No Officer shall be eligible for election to the same office for more than three consecutive years.

Section 4 General Duties of the Board

(a) The Board of Directors shall be responsible for the supervision of the affairs of the corporation between its business meetings, fixing the time and place of meetings, making recommendations to the corporation, and performing other duties as specified in these Bylaws or the parliamentary authority. None of the Board’s actions shall conflict with decisions made by the general membership.

(b) Except as otherwise specified in these Bylaws, the Board of Directors shall have sole power, on behalf of the corporation, or any of its committees or sub-units, to incur indebtedness, solicit funding, make public statements, issue public writings and establish and maintain relations with other organizations or take any other actions deemed necessary to promote the objectives of BHNA.

(c) Meetings of the Board shall be determined by the Board, but shall be held at least six times between the annual election meetings in May.

(d) Board Members are expected to attend Board meetings and general membership meetings. Any member of the Board of Directors missing three consecutive Board meetings, three consecutive general membership meetings, or three Board and general membership meetings in sequence, without a reasonable excuse, shall be automatically put to a vote of the membership for removal from the Board.

(e) The Officers shall perform those duties assigned to them by the Colorado state law, the Articles of Incorporation, the Board of Directors, these Bylaws and by the parliamentary authority adopted by the corporation.

(f) All members of the Board of Directors shall familiarize themselves with the Robert’s Rules of Order identified in Article 1. The Board of Directors shall appoint one Board Member to serve as parliamentarian.

(g) The Board of Directors shall maintain all material documents of the corporation, make them readily available, provide for their safe storage, and ensure that such documents are archived and made available to the next Board.

(h) The Board shall designate all Neighborhood contacts (e.g., website).

(i) No Board member shall be eligible for election to the same office for more than three consecutive years. No person may hold more than one Board position at the same time.

Section 4 Specific Duties of the Officers

(a) President. The President shall supervise and control all of the business and affairs of BHNA. The President shall, when present, preside at all meetings of the membership and of the Board of Directors. In general, the President shall perform all duties incidental to the office of President and such other duties as may be prescribed from time to time by the Board of Directors. The President shall be ex officio member of all Committees.

(b) Vice President. The Vice President shall act as an aide to the President and shall perform the duties of the President in his or her absence or inability to serve, and such other duties as may be prescribed from time to time by the Board of Directors.

(c) Secretary. The Secretary shall create and keep an accurate record of all meetings of the corporation, including general membership meetings and meetings of the Board of Directors. The Secretary shall prepare an agenda prior to each meeting. The Secretary shall and be responsible for picking up the mail, distributing mail to the proper parties, and making BHNA mail deliveries, and such other duties as may be prescribed from time to time by the Board of Directors. It is the responsibility of the outgoing Secretary to turn over all records to the incoming Secretary or the Board within two weeks of termination.
(d) Treasurer. The Treasurer shall keep an accurate record of all of the receipts and expenditures, prepare an annual budget, provide quarterly reports, prepare and present an annual financial report at a general membership meeting, [serve as Chair of the Finance Committee and Advertising Committee if such Committees are in existence , and make other financial reports or perform other duties as may be prescribed from time to time by the Board of Directors. . It is the responsibility of the outgoing Treasurer to turn over all records to the incoming Treasurer or the Board within two weeks of termination.

ARTICLE 5 COMMITTEES

Section 1 There shall be such Committees as the Board shall create or shall be created by a simple majority vote of those members present and voting at any general membership meeting.

Section 2 Committees shall be of two classes: Standing Committees and Special Committees.

Section 3 Committees shall be constituted and operate as follows:

(a) Chairperson. The Chairperson of each Standing Committee shall be recommended by the Board following the annual election meeting in May (or as required to fill vacancies) and confirmed by the general membership at a regularly held general membership meeting. The Chairperson is expected to attend all Committee meetings. Any Chairperson missing three consecutive Committee meetings, without a reasonable excuse, shall be automatically put to a vote of the membership for removal from their position.

(b) Term. The term of the Chairperson shall be for one year (or remainder thereof), and shall conclude at the general membership meeting following annual election meeting in May.

(c) Committee Members. The Chairperson of each Standing Committee shall recommend members of the Committee, and such members shall be confirmed by the general membership at any regularly held general membership meeting.

(d) Special Committees. Special Committees shall be appointed by the Board of Directors for a stated period to accomplish a specific purpose. The Board shall report the creation, membership, and purpose of Special Committees at the next general membership meeting. If the Special Committee has not completed its work at the end of the stated period, the Board may extend its term.

(f) Reports. Committees shall submit reports of their activities to the Board and/or General Membership, which shall include any recommendations, as directed by the Board or these Bylaws.

(g) Limitations. No Committee member shall take a public opinion on behalf of BHNA except as has been voted on by the general membership or as directed by the Board. No Committee member shall incur expenses on behalf of the corporation except as authorized by the Board, nor shall any committee commit the corporation by any declaration of policy.

Section 4 Standing Committees

(a) Communications Committee. Create and solicit articles, pictures advertising, and other news and features; publish and distribute information in the form of newsletters, other printed materials, emails, online discussions groups, websites and/or other media. Encourage communication within the neighborhood in general.

(b) Events Committee. Organize and coordinate events, for example, the “Baker Bargain Bonanza”, block parties, social events, fundraising events, historical tours, etc.

(c) Zoning Committee. The Zoning Committee shall:
1. Receive all applications and correspondence regarding zoning and land use including but not limited to:
a. Alley Vacations*
b. Special Use Permits
c. Requests for Variances
d. Zoning Changes
e. New building & development
f. Liquor Licensing*
*New liquor license requests (not including transfer of ownership) and alley vacations must always be placed before the Board of Directors or the general membership.

2. Investigate, review and evaluate these zoning issues and:
a. Make recommendations to the general membership or the Board of Directors, or
b. Take a public position if there is insufficient time to refer it to the membership or the Board of Directors, or
c. Take no position if threat is perceived as minimal or nonexistent.
d. Report all actions of the zoning committee to the next general membership meeting.
e. When the Board of Directors acts on such an issue brought by the Zoning Committee, it shall likewise report to the next general membership meeting.
3. Post all zoning issues on the web and in the monthly newsletter and hand out notices to affected parties door to door if necessary.

ARTICLE 6 REPRESENTATIVES

Section 1 Creation. There shall be such Representatives of the Neighborhood as the Board shall create or shall be created by a simple majority vote of those members present and voting at any general membership meeting (“Representatives”).

Section 2 Appointment and Confirmation. Representatives shall be recommended by the Board and confirmed by the general membership at a regularly held general membership meeting.

Section 3 Term. Unless stated otherwise, the term of the Representative shall be for one year (or remainder thereof), and shall conclude at the general membership meeting following annual election meeting in May.

Section 4 Duties.

(a) Meetings. Representatives are expected to attend their respective meetings, General Membership meetings, or other functions. Any Representative missing three consecutive meetings, without a reasonable excuse, shall be automatically put to a vote of the membership for removal from their position.

(b) Reports. Representatives shall submit reports (verbal or otherwise) of their activities as required to the General Membership meetings, which shall include any recommendations, as directed by the Board or these Bylaws.

(c) Limitations. No Representative shall take a public opinion on behalf of BHNA except as has been voted on by the general membership or as directed by the Board. No Representative shall incur expenses on behalf of the corporation except as authorized by the Board, nor shall any Representative commit the corporation by any declaration of policy.

Section 5 Standing Representatives. Representatives shall include BHNA representatives to the Inter-Neighborhood Cooperation (INC), Sumner Neighborhood Association, Broadway Merchants, and others organizations as deemed necessary by the Board and confirmed by the general membership.

ARTICLE 7 AMENDMENTS

Section 1 These Bylaws may be amended at any general membership meeting by two-thirds vote of the members present and voting, provided notice of the proposed amendments shall have been given at the previous meeting and in the normal course of BHNA communication one month prior to the meeting.