FIRST AMENDED BYLAWS [Proposed 10/13/2015]
OF THE JEFFERSON PARK UNITED NEIGHBORS
Name; Offices; Area Served
Section 1. The Organization is a Colorado not-for-profit Organization, with Articles of Incorporation duly filed with the Colorado Secretary of State on October 30, 2007, establishing the name of the Organization as Jefferson Park United Neighbors (also known as “JPUN” and herein referred to as the “Organization”).
Section 2. The principal office of JPUN is 2001 Eliot Street, Denver, CO 80211. The Organization may have such other offices, either within or without the State of Colorado, as the Board of Directors may determine from time to time, but at all such times, the offices shall be located within the boundary of the Jefferson Park neighborhood, which is defined as the area south of Speer Boulevard, North of Colfax Avenue, west of the Platte River, and east of Federal Boulevard, within the city and county of Denver, state of Colorado.
Section 3. The Organization shall serve the area of Jefferson Park as defined above.
Purpose and Objective
Section 1. The purposes of the Organization are as follows:
A. To resolve problems that detract from the appearance, peace and tranquility of the area served;
B. To preserve and improve Northwest Denver as an attractive, distinctive and safe place to reside and conduct business;
C. To provide a forum for issues and concerns affecting Northwest Denver, particularly those issues within Jefferson Park;
D. To encourage appropriate development and improvement of homes, businesses and organizations, in the area served including the maintenance of affordable housing.
E. To reflect the intent of Denver City Ordinance that the Organization “shall mean a voluntary group of individual residents and owners of real property, including businesses”.
Section 2. The objectives of the Organization are as follows:
A. To promote cooperation, communication and harmony among persons in the area served;
B. To provide information and input to Denver City offices regarding the preservation, development, maintenance and needs of the area served;
C. To work to maintain and advance the character of the area served, and to encourage a compatible business atmosphere; and,
D. To disseminate information to residents of the area served through regular meetings and communications.
E. To represent individual residents and property owners committed to the long-term quality of life in Jefferson Park.
Section 1. Classes of Members; Qualification of Membership. The members of the Organization shall consist of one class. The membership shall consist of any person that is a resident, owning or renting real property in the Jefferson Park neighborhood; or, a person who is a real property owner, including businesses, in the Jefferson Park neighborhood. The Jefferson Park neighborhood is defined above in Article 1.2. Each person and each property owner that applies for and is qualified for membership, upon proof of residency or property ownership, shall be classified as one member and shall be entitled to one vote on all votes of the general membership. A person who is a property owner cannot have more than one vote if the member qualifies solely on the basis of property ownership.
Section 2. Application for Membership. Each individual resident and each real property owner within Jefferson Park shall qualify for membership with the Organization upon completion of an application for membership, including proof of residency or real property ownership. Any person who is a resident or owner of real property interested in becoming a member of the Organization shall submit a written and signed application, including proof of residency or real property ownership on a form approved by the Board of Directors, to the secretary of the Organization for review. The secretary shall transmit the application to the Board of Directors. In deciding whether to accept a membership application, the Board of Directors shall only consider the qualifications listed in Article III Section 1, and the Board of Directors shall not consider the race, sex, religion, physical condition, or national origin of the applicant. Upon review, the Board of Directors shall announce all applicants at the next general membership meeting, allowing the existing membership until the subsequent and consecutive General Membership meeting to submit any reason such membership applicant should not be allowed to become a member of the Organization based solely on a challenge to residency or real property ownership.
Section 3. Member Approval. After the Board of Directors has considered all objections to Membership, if any, the Board of Directors shall approve each applicant as a Member of the Organization as the final business item addressed at the General Membership meeting where objections to such membership may be voiced. No further business shall be conducted at such general membership meeting after the approval or disapproval of new members. The only ground for
disapproval is if the applicant fails to meet the qualifications of membership stated here in Article III Section 1. Should any applicant be disapproved for Membership, such applicant shall have the opportunity to have a hearing in front of the Board of Directors prior to the next general membership meeting, regarding the disapproval.
Section 3. Voting Rights. Each member in good standing shall be entitled to one (1) vote on each matter submitted to a vote of the members. Any real property owner that is a member solely on the basis of their property ownership must nominate one person to cast a vote for its real property at each general membership meeting.
Meetings of Members
Section 1. Notice of meetings. Written or printed notice stating the place, day, and hour of any official meeting of members shall be given either personally, by posting (via the Organization newsletter and Organization website), or by mail to each member entitled to vote at such meeting, not less than two (2) days before the date of such meeting, by or at the direction of the president, or the secretary,
or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice.
Section 2. Informal action by members. Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by two-thirds (2/3) of the members entitled to vote with respect to the subject matter thereof.
Section 3. Regular General Membership Meetings. Regular General Membership Meetings shall be held at least quarterly at a time and place designated by the Board of Directors. At each General Membership Meeting, the Board of Directors shall announce the time and place of the next General Membership Meeting, and shall inform the membership at such time of any change in the time and place of the succeeding meeting.
Section 4. Quorum. A one-eighth (1/8) percentage of the current members of the Organization shall constitute a Quorum for the transaction of business.
Section 5. Voting.
A. All official JPUN General Membership voting will be held via a count of hands of all Members present and recorded by the secretary. Members present for a vote may first move that such ballot be held by secret (anonymous) written ballot. If such motion is seconded and passed by one-third (1/3) of Members present, such vote shall be held by secret ballot.
B. Votes will be cast by all Members Present, as established herein.
C. If requested by any Member after the initial count of votes, votes will be recounted and confirmed by two attending Members and one member of the Board.
D. Any further request, dispute, or objection must be made after the count of the votes. After the count of the votes and with no further objection, the vote shall be considered final and binding.
E. Neither the count nor recount shall be performed by a person with a conflict of interest as described here in Article XIII.
Section 6. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. No proxy shall be valid after one (1) month from the date of execution, unless otherwise provided in the proxy.
Board of Directors; Officers
Section 1. General Powers: The Board of Directors shall manage the business and affairs of the Organization, except otherwise provided in these bylaws.
Section 2. Number: The Board of Directors shall consist of up to five (5) designated Officers and up to twelve (12) Board Members selected from Members of the organization at its annual meeting. JPUN shall make reasonable efforts to recruit at least one of the Board Members who shall be bilingual (Spanish/English) and be the liaison to the Spanish-speaking community in the area served. Board Members will include officers, chairpersons of standing committees and Members-at-large who will serve on at least one of the standing committees. The Board of Directors shall consist solely of resident members of the Organization. The Board may elect to appoint co-officers in any of the designated Officer roles, provided that both co-officers are both members of the Board of Directors. All votes by the Board shall be as Board members, not officers or co-officers.
Section 3. Officers. The officers of the Organization shall be a President, Vice-President, a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this article. The duties of such officers are as follows:
A. President. The elected position of President:
1. shall preside at all meetings of the General Membership of the organization and all the meetings of the Board of Directors. If the President cannot be present for a meeting, he/she shall designate another Officer or Board Member to preside over the meeting;
2. shall serve as the primary liaison to city offices;
3. shall be a Member of the Board of Directors and exercise a tiebreaking vote if necessary at said meetings; and
4. shall have the authority to call special meetings of the Board, and to establish ad hoc committees and appoint Members to such committees as, from time to time, is necessary to manage the business of the organization.
5. Shall set the agenda for all meetings of the General Membership or Board of Directors.
6. Shall determine when any motion for a vote put forth at a General Membership meeting has had sufficient notice to the full membership to allow for a representative vote by membership of the Organization.
B. Vice-president. The elected position of Vice-President:
1. shall assume the duties of the President in the President’s absence or inability to serve;
2. can serve as a liaison with executives of other neighborhood organizations, and
3. shall, at the request of the President, assist the President in the performance of his/her duties. In the event the president cannot complete his/her term the vice-president shall serve out the remainder of said term.
C. Secretary. The elected position of Secretary:
1 shall keep records of the Membership of the organization (including a list of current Members);
2 establish a quorum of the Directors;
3 keep the minutes of the meetings; and
4 see that the communications of JPUN are relayed to appropriate parties in a timely manner.
D. Treasurer. The elected position of Treasurer:
1. shall collect all monies due the organization and deposit them in an account approved by the General Membership, and
2. report regularly the financial status of the organization.
Section 4. Election and term of office.
A. Selection of Officers. The officers of the Organization shall be elected from among the Board of Directors of the Organization, and the Board may appoint other officers, assistant or co-officers, and agents, as they may consider necessary. No person shall hold more than one office at any time. Each officer shall hold office until his successor has been duly elected and qualified.
B. Election of Board Members. Officers and Board Members may be nominated from the floor at the annual General Membership Meeting which will be held in the fourth quarter of every year as set by the President with at least one month’s advance notice to general membership, to serve until the succeeding election. Such Officers and Board Members shall be elected by a majority of the General Membership in attendance at the annual General Membership Meeting. A vote of
election that results in more Board Members than allowed shall result in a run-off election by the General Membership in attendance casting votes for each vacant seat.
C. Term. The term of an Officer or Board Member shall run from the time of their election until the succeeding election.
Section 5: Removal. An Officer or Board Member shall automatically be removed (1) Upon loss of Membership in the Organization, including termination of residency in Jefferson Park or sale of their real property (if membership has been determined solely by real property ownership); (2) Upon a two-thirds vote by all members of the Board of Directors; or (3) Upon failure to comply with an attendance policy announced and adopted by the Board of Directors. If a motion is made and a second to the motion is heard at a Board of Directors Meeting for the removal of a Board Member or Officer, the vote for their removal shall be held on the successive Board of Director’s meeting, and the Board Member will be notified prior to such meeting. The Board Member being voted on for removal shall have the opportunity to speak on their behalf prior to the vote of removal at the Board of Directors Meeting.
Section 6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board for the unexpired portion of the term.
Section 7. Duties, powers and responsibilities. The several officers shall have such powers and shall perform such duties as provided herein and may from time to time be specified in resolutions or other directives of the Board. Specifically, the Board of Directors shall have the following powers, responsibilities and duties:
A. Propose specific objectives for each calendar year and committees to achieve these objectives and act as the impetus for implementing committee decisions.
B. Propose the agenda for General Membership Meetings.
C. Formulate and announce, no later than the first General Membership Meeting, which occurs during its term, a policy concerning the attendance of Board Members and committee Members at their respective meetings.
D. The Board of Directors shall hold regular meetings, and shall meet at least two times annually.
E. The General Membership is encouraged to attend Board of Directors meetings. Input from general Members in attendance at Board of Directors meetings will be solicited before all Board votes. The President may set time limits for respondent Members wishing to give input to the Board.
F. The Board of Directors shall have the authority to establish standing and ad-hoc Committees for any purpose they deem appropriate.
Section 1. Standing and Ad-Hoc Committees
A. Any Member who is a resident is eligible to serve on any committee.
B. The Board of Directors, at its first regular meeting after their election, shall name standing committee chairperson(s). Members of standing committees shall be named by the committee chairperson(s) from eligible Members of JPUN who volunteer to sit on the committee in accordance with the requirements of this Article. Ad hoc committees may be named at any time necessary or desirable by the President.
C. Each committee member shall sit on the committee for the duration of the calendar year ending at the time of the subsequent Board election.
1. After March 31st of the term year, any addition of committee members shall require a majority vote of the standing committee at any regularly scheduled meeting.
2. Committee member terms may be terminated for non-participation. Non-participation is defined as failure to attend, in person or via telecommunication, 50% of all regularly scheduled meetings per quarter, and or, failure to vote in 50% of all committee votes within any contiguous four-month period.
3. Participation via telecommunication is the sole responsibility of each member; required telecommunication services and equipment are not guaranteed to be available to committee members. If telecommunication services are not available, for any reason, and a committee member is not attending in person, the committee member is considered absent.
4. Committees may hold an electronic vote between regular meetings if necessary provided that the Committee Chair notifies all Committee Members of intent to hold an electronic vote via last known email address at least 5 days in advance of any such vote. Such vote shall be deemed valid if 2/3 of all registered Committee Members participate in the vote.
D. Chairpersons of ad hoc committees shall serve at the request of the President, with confirmation of the Board.
E. Committees should meet at least six times per year. A quorum of a committee for transaction of business in the name of the committee shall consist of a simple majority of its members, and decisions shall be made based on a simple majority vote of committee members present.
Section 2. Representatives to Other Organizations.
A. Representatives to other organizations shall be elected by the Board of Directors. Any Member is eligible to serve as a representative to another organization.
B. If a request for a representative is received said representative shall be elected at the first meeting of the Board of Directors following receipt of the request. If alternate representatives are deemed necessary, they shall be chosen in the same manner and at the same time as the representative. The President may appoint temporary representatives to other organizations as needed. Said appointment shall be in effect until an election may be held at the next Board of Directors meeting.
C. Representatives shall serve for a period of one year, until their resignation or until the first meeting of the Board of Directors of the year following the year they are elected, whichever comes first. In the event of resignation the alternative representative, or if there is none, a representative elected by the General Membership, shall complete the term. Representatives and alternates may be reelected at the discretion of the Board of Directors.
D. The representative shall report to the President, the Board of Directors and the General Membership of this organization regularly, verbally or in writing, concerning the activities of the organization to which they are assigned.
E. The representatives shall have such voting privileges as may be granted to them by the by-laws or operating procedures of the organization to which they are assigned. In casting a vote on behalf of JPUN on matters of policy or political statement of the organization to which they are assigned, the representatives shall seek direction from this Organization, and be bound, by a majority vote of the General Membership. On matters of internal business of the other organization, the representative need not seek direction from this organization.
Contracts, Checks, Deposits, and Gifts
Section 1. Contracts. The Board may authorize any officer or officers of the Organization in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization, and such authority may be general or may be confined to specific instances.
Section 2. Checks, Drafts, or Orders. Such officer shall sign all checks, drafts, all orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Organization, or officers of the Organization and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the
president or a vice president of the Organization.
Section 3. Deposits. All funds of the Organization shall be deposited from time to time to the credit of the Organization in such banks, trust companies, or other depositories as the Board may select.
Section 4. Gifts. The Board may accept on behalf of the Organization any contribution, gift, bequest, or devise for any purpose of the Organization.
Conflicts of Interest
Section 1. Conflict of Interest. If any person who is a Board Member or Officer of the organization, is aware that the organization is about to enter into any business transaction directly or indirectly with himself, any member of his family, or any entity in which he has any legal, equitable or fiduciary interest or position, including, without limitation, as a director, officer, shareholder, partner, beneficiary or trustee, such person shall disclose to the Board that he has a conflict of interest. After disclosing the existence of a conflict of interest he or she may either choose not to vote, or choose to disclose the nature and details of the conflict. The remaining Board Members will vote on whether or not to allow any Board Member disclosing a conflict of interest to vote on the matter in question.
Books and Records
The Organization shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its General Membership meetings, Board, committees having the authority of the Board, and the membership committee, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. Any member, or his agent or attorney may inspect all books and records of the Organization, for any proper purpose at any reasonable time.
The fiscal year of the Organization shall begin on the 1st day of January in each year and end at midnight on the 31st day of December of the same year.
Waiver of Notice
Whenever any notice is required to be given under the provisions of law or under the provisions of the articles of incorporation or the bylaws of the Organization, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Section 1. Annual Dues. The Board of Directors shall determine from time to time the amount of initiation fee, if any, and annual dues payable to the Organization by members of each class, and shall give appropriate notice to the members. The Board of Directors may also elect to have no dues or to allow for reduced or waived dues for reasons of hardship for Members.
Section 2. Default and Termination of Membership. When any member is in default in the payment of dues for a period of one month from the beginning of the period for which such dues became payable, that membership may thereupon be terminated by the Board of Directors as provided hereinabove.
Amendment of Bylaws
Section 1. Amending Bylaws. Proposed amendments to these by-laws may be submitted in writing to the President as new business at any General Membership Meeting, at which time the President shall announce the proposed amendment(s) to the General Members present, and cause it to be published prior to the next General Membership meeting. Proposed amendments shall be
voted upon at the subsequent General Membership Meeting, and shall become effective upon a twothirds vote of the General Members in attendance in favor of their acceptance.
Section 1. Dissolution. The Organization may be dissolved by a two-thirds (2/3) vote of the Board of Directors.
CERTIFICATE OF AMENDED BYLAWS
I _____________________, the Secretary of the Jefferson Park United Neighbors, a Colorado not-for-profit Corporation, hereby certify: the foregoing bylaws comprising eighteen (18) pages, were adopted as the first amended bylaws of the Jefferson Park United
Neighbors on _____________________, 2015.
Dated: _____________________, 2015
Secretary of Jefferson Park United Neighbors