A Colorado Nonprofit Corporation
Revised and adopted November 11, 2014
ARTICLE 1: NAME AND BOUNDARIES
The name of this nonprofit corporation shall be the Baker Historic Neighborhood Association, and it shall be abbreviated as BHNA.
The mailing address shall be:
Baker Historic Neighborhood Association
PO Box 9171
Denver, CO 80209
Or such other address as the Board of Directors may determine.
The boundaries of the Baker Historic Neighborhood Association shall be:
The area within these boundaries shall be known as the "Neighborhood."
ARTICLE 2: OBJECTIVES
BHNA shall provide a vehicle for the Baker Neighborhood to pursue opportunities for cooperation, to understand the Neighborhood's history and to maintain and improve the residential character.
BHNA will create a sharing, cooperative and social atmosphere. More specifically, BHNA will:
(a) promote neighborliness;
(b) encourage improvements to 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) promote harmony among residential, commercial and industrial sectors of the Neighborhood;
(f) encourage inclusiveness;
(g) seek solutions for specific Neighborhood problems;
(h) promote a positive image of the Neighborhood;
(i) develop BHNA’s identity and visibility;
(j) inform and educate neighbors about issues that affect them;
(k) cooperate with other organizations on common goals;
(l) take action to improve the quality of life in the Neighborhood; and
(m) develop resources to pursue the above objectives.
ARTICLE 3: MEMBERSHIP
Membership is limited to the residents and owners of real property in the Baker Neighborhood as defined in these By-Laws.
(a) To be eligible to vote on any matter, a member must be at least 18 years of age. To be eligible to vote in elections for the Board of Directors, a member must have attended at least one general membership meeting in the prior twelve (12) months. Members shall sign in at general membership meetings, attesting to their eligibility to vote. Each eligible member shall receive a paper ballot for elections for the Board of Directors.
(b) BHNA may charge annual membership dues to defray costs associated with various activities and programs in which the organization engages. Annual dues expire in the same month that was joined.
ARTICLE 4: OFFICERS AND THEIR ELECTION
The elected officers of the corporation shall be:
Officers shall be elected annually at a general membership meeting to be held in May. Newly elected officers shall assume office at the conclusion of the May meeting.
Officers shall serve for a term of one year. No officer shall be eligible for election to the same office for more than three consecutive years.
No person may hold more than one office at the same time.
The Board of Directors shall be composed of the Officers of the corporation plus three members elected at large by the general membership.
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 of Directors’s actions shall conflict with decisions made by the general membership. BHNA shall take reasonable efforts to maintain a publicly accessible archive of minutes of the Board of Directors, committee and membership meetings. The Board of Directors shall report its decisions at the next general membership meeting.
The Board of Directors shall have sole power, on behalf of the corporation, or any of its committees or sub-units, to incur indebtedness, or solicit funding.
Meetings of the Board of Directors shall be called at the discretion of the President. There shall be at least six meetings of the Board of Directors called and convened between the annual general membership meetings. The Board of Directors of may conduct email votes in accordance with Colorado Statutes. C.R.S. 7-127-107. Action without meetings.
Any member of the Board of Directors missing three consecutive meetings without a valid excuse will be automatically removed from office.
ARTICLE 6: COMMITTEES
Section 1, Classes of Committees
Committees shall be of two classes: Standing Committees and Special Committees.
Section 2, Special Committees
There shall be such Special Committees as the Board of Directors shall create or shall be created by a simple majority vote of those Members present and voting at any general membership meeting.
Once a Special Committee is created, its members shall be appointed by the Board of Directors for a stated period to accomplish a specific purpose. The Board of Directors shall report the creation, membership, term, 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 of Directors may extend its term.
Section 3, Definition of Standing Committees
Standing Committees shall be constituted and operate as follows:
(a) Standing Committee Chairperson. The Chairperson of each Standing Committee shall be recommended by the Board of Directors following the annual election meeting in May (or as required to fill vacancies) and confirmed by the general membership at the next regularly held general membership meeting.
(b) Standing 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.
(c) The term of chairpersons and members of Standing Committees shall be for one year (or remainder thereof), and shall conclude at the general membership meeting following annual election meeting in May.
(d) A quorum of Standing Committees shall be a majority of members of the committee or three, whichever is less.
Section 4, List of Standing Committees
(a) Communications Committee. 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, Excise & Licenses Committee. The Zoning, Excise & Licenses Committee shall:
a. Alley Vacations
b. Special Use Permits
c. Requests for Variances
d. Zoning Changes
e. New building & development
f. Liquor Licensing
g. Retail Marijuana Licensing
h. Area or neighborhood-wide plans
i. Policies of bodies administering the above.
Section 5, Reporting and Limitations
(a) Reports. Committees shall submit reports of their activities to the general membership and/or Board of Directors, which shall include any recommendations, as directed by the Board of Directors or these Bylaws.
(b) Limitations. No Committee Member shall take a public position on behalf of BHNA except as directed by vote of the general membership or the Board of Directors. No Committee Member shall incur expenses on behalf of the corporation except as authorized by the Board of Directors, nor shall any committee commit the corporation by any declaration of policy.
The President shall be ex officio member of all committees.
ARTICLE 7: PARLIAMENTARY AUTHORITY
The rules contained in the most current edition of Roberts Rules of Order shall govern the corporation when they are applicable and when they are not inconsistent with these Bylaws or special rules the corporation may adopt.
ARTICLE 8: ELECTIONS
Officers shall be elected at the annual meeting and shall be elected by ballot.
In the event that a vacancy occurs in any office or in the Board of Directors during any given year, it shall be filled for the unexpired term by a person elected by a majority vote of the general membership.
ARTICLE 9: 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 meeting.
Special membership meetings may be called by the President, by a majority vote of the Board of Directors, or by the written request to the President by 25 members of BHNA. The President shall choose the time and place of the meeting and give at least seven days notice by posting on the BHNA website, by posting signs, and by other means commonly used for contacting BHNA members. The notice of any such special meeting shall state the specific purpose thereof, and no business shall be transacted at a special meeting except as stated in the notice. Any such meeting shall be held within fourteen (14) days after the majority vote of the Board of Directors or receipt by the President of the written request as described above. A quorum shall consist of the members present, with at least two officers present.
ARTICLE 10: AMENDMENTS
These Bylaws may be amended at any regular meeting by two-thirds vote of the members present and voting at any general membership meeting, provided notice of the proposed amendments shall have been given at the previous meeting or in the BHNA newsletter one month prior to the next scheduled meeting.
ARTICLE 11: QUORUM
A quorum shall be those members present at any general membership meeting.