CAPITOL HILL UNITED NEIGHBORHOODS, INC.
BY-LAWS AS AMENDED JANUARY 10, 2013
ARTICLE I. NAME
Section 1. Name. The name of this corporation shall be the Capitol Hill United Neighborhoods, Inc. (as registered under the laws of the State of Colorado in regard to non-profit corporations) referred to hereinafter as CHUN.
Section 2. Geographic Boundaries. The geographic boundaries of the CHUN area are defined as: Twenty-second Avenue to the North; First Avenue to the South; Colorado Boulevard to the East; and Broadway to the West; all in the City and County of Denver, Colorado.
ARTICLE II. PURPOSE
CHUN is an organization which brings people together to share in enhancing the quality of life on Capitol Hill through:
(a) Preserving the Past,
(b) Improving the Present, and
(c) Planning for the Future of Capitol Hill.
This will take place in a sharing, cooperative and social atmosphere.
More specifically, CHUN will:
(a) promote a sense of neighborliness,
(b) improve the physical appearance of the neighborhood,
(c) provide a powerful, unified voice,
(d) encourage representation and cooperation among diverse groups,
(e) work on specific neighborhood problems,
(f) promote a more positive image of the neighborhood,
(g) develop CHUN's identity and visibility, and
(h) take action designed to improve the quality of life on Capitol Hill.
ARTICLE III. MEMBERSHIP
Section 1. Membership. The general membership shall consist of four kinds:
First Kind: Regular membership shall be open to all persons who live or are employed in the CHUN geographic area as defined above, and who have paid annual membership dues to CHUN. All residents over the age of eighteen (18) in a household membership are considered regular members.
Second Kind: Sustaining membership shall be open to any club, church, business or other organization located in the CHUN geographic area as defined above which wishes to support CHUN and which has paid annual membership dues to CHUN.
Third Kind: Associate membership shall be open to any club, church, business, or other organization not located in the CHUN geographic area as defined above which wishes to support CHUN and which has paid annual dues to CHUN.
Fourth Kind: Contributing membership shall be open to any person who does not live in or is not employed in the CHUN geographic area who wishes to support CHUN and who has paid annual dues to CHUN.
Section 2. Voting Rights. A regular member shall have full voting rights at all CHUN general membership meetings and neighborhood assemblies in which that member resides. A sustaining member shall have full voting rights, exercisable by any individual it designates to CHUN. Associate members and contributing members shall have no voting rights, except that the Board of Delegates shall have authority to allow voting rights to associate members and/or contributing members as a class or classes if the Board so desires. No proxy or absentee voting shall be allowed at any general membership meeting or neighborhood assembly.
Section 3. Dues. The amount of dues to be paid by the different kinds of members shall be established by the Board of Delegates. For a membership to remain in force, dues must be paid by the end of the month in which membership expires.
ARTICLE IV. BOARD OF DELEGATES
Section 1. Board of Directors. The Board of Directors of this corporation is synonymous with and will be known as the Board of Delegates wherever such designation appears within these by-laws.
Section 2. Membership. The Board of Delegates of CHUN shall consist of two kinds of members:
Neighborhood Delegates are those residents selected by a democratic process at the neighborhood assemblies for the neighborhoods designated on the map attached hereto and incorporated herein as Appendix 1, or by the Board of Delegates pursuant to Article IV, Section 7. In addition to attending Board meetings, Neighborhood Delegates shall have the following duties and obligations:
(i) In conjunction and cooperation with the other Neighborhood Delegate(s):
A) Convene Neighborhood Assemblies at least twice a year (one of which may be the November Assembly) at which they shall endeavor to report to and receive input from the neighborhood, and solicit more involvement from residents;
B) Serve as liaisons with other neighborhood groups registered with the City whose boundaries overlap some or all of their neighborhood; and
C) Represent their neighborhood on the CHUN Zoning Committee.
A) Recruit new members; and
B) Volunteer at the People's Fair and other CHUN events.
At-Large Delegates are those Regular Members elected at the Annual Meeting by the membership, or by the Board of Delegates pursuant to Article IV, Section 7. In addition to attending Board meetings, At-Large Delegates shall have the following duties and obligations: (i) serve on at least one standing or special committee of CHUN; (ii) attend and participate in their Neighborhood Assemblies; (iii) recruit new members; and (iv) volunteer at the People's Fair and other CHUN events.
Section 3. Voting Rights. All delegates shall have voting rights and responsibilities as set forth under these by-laws and the laws of the State of Colorado. No proxy voting or absentee voting shall be allowed at any Board of Delegates meeting.
Section 4. Number. The Board of Delegates shall not exceed forty (40) persons. Each CHUN neighborhood designated in Appendix 1 shall be entitled to elect two (2) Neighborhood Delegates, except Neighborhood 4, which because of its greater population shall be entitled to elect four (4) Neighborhood Delegates. Reapportionment of Neighborhood Delegates shall be considered following the completion of each United States census, but shall require an amendment to these By-Laws to accomplish.
Section 5. Term of Office. The term of office for elected delegates shall be one year, beginning with the time of taking office at the first Board or general meeting after the annual meeting.
Section 6. General Powers. The Board of Delegates shall possess and may exercise any and all powers granted to the Corporation under the laws of the State Colorado, its Articles of Incorporation, and these By-Laws, subject, however, to the limitations set forth under said laws, Articles, or By-Laws.
Section 7. Vacancies. Vacancies in the Board of Delegates shall be filled by the Neighborhood Assembly and At-large Delegates shall be filled by the remaining members of the Board for the completion of a normal term of office, even if the remaining number of members constitutes less than a quorum. If the Neighborhood Assembly does not meet within two months to fill vacancies, the remaining Board members shall fill the vacancies in the manner as for At-large Delegates.
Section 8. Attendance. Absence from four regular meetings of the Board of Delegates during their term of office shall automatically remove any delegate, and a vacancy shall be declared to exist and filled in accordance with these By-Laws, except that the Board may, at its discretion, waive the application of this requirement in an individual case.
Section 9. Removal. Removal of any delegate for reason other than resignation or absence from four regular meetings shall require a two-thirds vote of the Board of Delegates present at any regular or special meeting thereof, provided that a quorum is present, and provided that written notice of such intent be mailed to all members entitled to vote at least ten days prior to such a meeting.
Section 10. Voting by Written Ballot. If the President or Executive Director deem it necessary, a written ballot on a specific issue may be sent to all Board Members for a vote. Such a vote can only pass if more than two-thirds (2/3) of all sitting Board Members vote for passage. It is intended that this procedure shall be primarily limited to issues where Board action is required prior to the next scheduled Board meeting.
ARTICLE V. OFFICERS
Section 1. Number. The officers of CHUN shall be a President, a Vice-President for Membership, a Vice-President of Fundraising and Development, a Vice-President of Tears-McFarlane and the CHUN Community Center, and a Vice-President of Neighborhood Engagement, a Secretary and a Treasurer. No officer may hold more than one office at the same time.
Section 2. Election. The officers must be regular members of CHUN. They shall be elected annually from the membership of the Board, by the Board as its final order of business at the first meeting of the Board following the Annual Business meeting of the general membership. Officers shall serve at the pleasure of the Board. Removal of an officer shall be by the same method as removal of a delegate in Article IV. A vacancy in the position of an officer shall be filled by the same method as for a vacancy in the position of an at-large delegate specified in Article IV. A vacancy in the position of an officer may be declared for failure to attend meetings in the same manner as for a delegate in Article IV.
Section 3. President. The President shall be the principal executive officer and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of CHUN. He or she shall, when present, preside at all meetings of the membership and of the Board. He or she shall supervise the Executive Director, and in conjunction with the Personnel Committee (if one exists), shall make recommendations to the Board concerning the hiring, discharge, and compensation of the Executive Director. In general, he or she 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.
Section 4. The Vice-Presidents. The duties of the Vice-Presidents shall be as follows:
The Vice-President for Membership shall assist with tasks relating to membership matters, and shall supervise election of neighborhood delegates and provide support to neighborhood assemblies. He or she shall also, in the absence of the President or in the event of the President's death, resignation, or inability or refusal to act, perform the duties of the President. When so acting, the Vice-President for Membership shall have all of the powers and be subject to all of the restrictions of the President. He or she shall perform such other duties as the President of the Board may from time to time assign to him or her.
The Vice-President of Fundraising and Development shall work with the Executive Director and staff to develop and implement a fundraising and development plan, and shall participate in the Fundraising Committee (if one exists).
The Vice-President of Tears-McFarlane and the CHUN Community Center shall work with the Executive Director and staff to implement the restoration, remodeling and community engagement goals of the Tears-McFarlane House (and Annex), and shall participate in the Tears-McFarlane Committee (if one exists).
The Vice-President of Neighborhood Engagement shall work with the Executive Director and staff to monitor the implementation of neighborhood engagement goals and strategies.
Section 5. The Secretary. The Secretary shall keep minutes of the proceedings of the general membership meetings and of the Board meetings, and in general shall perform all duties incidental to the office of the Secretary and other duties as may from time to time be assigned by the President or the Board.
Section 6. The Treasurer shall:
1. Be familiar with all CHUN financial activities, financial policies and procedures including but not limited to the location and particulars of checking accounts and/or investment accounts in the name of CHUN as directed by the CHUN Board.
2. Review with the Executive Director the monthly financial statements prior to each Board meeting and shall present a monthly Treasurer’s report at the Board meeting.
3. Review with the Executive Director a proposed annual budget for the next fiscal year prior to its presentation to either the Executive Committee or the CHUN Board.
4. Review with the Executive Director and Executive Committee the annual CPA engagement and make the resulting recommendations to the CHUN Board.
5. Perform all other duties incident to the office of Treasurer, and any other duties as may from time to time be assigned by the President or the Board.
Section 7. Executive Committee. The Officers as defined in Article V shall constitute the Executive Committee of CHUN. In addition, the immediate past president of CHUN, if not elected to another office, shall be a member of the Executive Committee during the one year following his or her last term as President of CHUN. The duties of the Executive Committee of CHUN shall include the following: (1) establishing and maintaining a calendar of general membership and Board of Delegates meetings; (2) establishing the agenda for meetings of the Board of Delegates; (3) reviewing the job performance of the Executive Director; (4) recommending actions to the President and the Board; (5) authorizing withdrawals from CHUN investment accounts when such withdrawals exceed $20,000.00; and (6) any other duties authorized by the Board.
ARTICLE VI. MEETINGS
Section 1. Annual Business Meeting. The annual business meeting of CHUN shall be held in the month of January, at such time and place as determined by the Board for the purpose of electing the at-large delegates, receiving reports of officers and committees, and for any other business properly introduced before the meeting.
Section 2. Special Meetings. Special meetings of the general membership for any purpose may be called by the Board, the President, or by written petition of ten or more voting members of CHUN.
Section 3. Notice. Written notice of all membership meetings, stating the date, time, place, and purpose, shall be mailed to all members not less than ten (10) nor more than thirty (30) days prior to a meeting at which any business of CHUN is to be acted upon.
Section 4. Board Meetings. The Board shall meet at least once a month, at a date, time, and place determined by the Board, except that the Board, at its discretion, may resolve that meetings shall be less frequent. Written notice of any meeting shall be mailed to all delegates not less than five days prior to each meeting. Special meetings of the Board may be called by at least three delegates.
Section 5. Quorum. A quorum of the Board of Delegates shall be THIRTY-THREE percent (33%) of the Delegates.
ARTICLE VII. COMMITTEES
Section 1. Creation. The Board may create such committees as it deems appropriate to the purposes of CHUN. A listing of standing and special committees shall be reviewed at the annual meeting and subsequently published in the CHUN newsletter.
Section 2. Types of Committees. At the time of the creation of a committee, the Board shall designate whether the committee is a "Standing Committee" or a "Special Committee". Standing Committees shall be those which continue until the next election of Officers, and may be continued year to year by the Board. Special Committees are those which are appointed for a specific period of time.
Section 3. Chairpersons. At the time of the creation of a committee or at any appropriate time thereafter, the Board shall designate a chairperson of the committee, who shall serve at the pleasure of the Board. Such person must be a member of CHUN. The Board may fill any vacancy in a position of chairperson of a committee.
Section 4. Membership. Members of a committee shall be those members of CHUN who volunteer to serve on the committee and any other persons appointed by the President of the Board or the chairperson of the committee.
Section 5. Duties. Each committee shall perform whatever duties are assigned to it by the Board, and shall regularly inform the Board of its activities. A statement of purpose and goals of each standing committee must be approved by the Board annually.
ARTICLE VIII. SPECIAL PROVISIONS
Section 1. Political Activity Prohibited. No member, officer, employee, or body of CHUN purporting to or appearing to act in the name of CHUN shall support or oppose any political party or candidate for public office, or use any asset of CHUN for such purpose.
Section 2. Parliamentary Authority. The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Corporation in all cases in which they are not inconsistent with these By-Laws, the Articles of Incorporation, or the laws of the State of Colorado.
Section 3. Open Meetings. All meetings of the Board and all committees shall be open to all members of CHUN.
Section 4. Inspection of Books and Records. All members of CHUN or their duly authorized representatives shall for any proper purpose at any reasonable time be permitted to inspect all books and records, including minutes of all meetings and all votes taken by CHUN.
Section 5. Compensation. No officer, Board member, or committee chairperson, or committee member of CHUN shall receive any compensation for their service as an Officer, Board member, committee chair or committee member; except that the Board may by proper resolution order reimbursement for any expenses incurred on behalf of CHUN.
Section 5.1 No CHUN member or CHUN Committee member shall vote on any proposal in which he/she or his/her immediate family or his/her employer has a direct financial interest.
CHUN shall not purchase goods or services from any Board member or Committee member, or member of his/her immediate family or his/her employer without notice to the general public soliciting competing bids.
Board Members and staff must act at all times in the best interests of the organization and not for personal or third-party gain. When encountering a conflict of interest, board members shall identify the conflict and remove themselves from all discussion and voting on the matter, except to act as a resource and respond to questions of matters of fact.
When making public statements on chun-related matters, board members and staff should make clear if they are speaking on behalf of the board or not. If not, he or she should inform the presiding officer.
Section 6. Report to Membership. Any public endorsement, action or recommendations made on behalf of CHUN by the Board, any officer, committee, or agent of CHUN shall be reported to the membership in print or at the next general membership meeting if such action involves the name of CHUN directly or indirectly. No one may take any such action without the consent of the Board. No action taken by CHUN shall contain the name of any member without his or her prior permission.
Section 7. Contracts. The Board may authorize any officer or agent to enter into any contract or execute and deliver any instrument on behalf of CHUN, and such authority may be general or confined to specific instances.
Section 8. Loans. NO loan shall be contracted on behalf of CHUN and no evidence of indebtedness shall be issued in its name unless authorized by the Board. Such authority may be general or confined to specific instances.
Section 9. Checks, drafts, etc. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness issued in the name of CHUN shall be signed by such officers or agents of CHUN and in such manner as shall from time to time be determined by resolution of the Board.
Section 10. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December.
Section 11. Executive Director. At all times that CHUN employs the services of paid office personnel, the Board of Delegates, in consultation with the President and the Personnel Committee, (if one exists), shall designate an Executive Director. The Executive Director shall report directly to the President and the Board of Delegates, shall be responsible for the operation of CHUN's office and for supervising all office personnel, and shall be responsible for the management and overall operation of CHUN consistent with the mission and policies established by the Board. The Executive Director shall have the authority to discharge and to hire office personnel (at a level of compensation to be determined by the Board). In exercising his or her authority, the Executive Director shall be encouraged to communicate with the President, the Personnel Committee, (if one exists), and the Board concerning personnel matters.
ARTICLE IX. ELECTIONS OF AT-LARGE DELEGATES
Section 1. Nominating Committee. No later than the October Board meeting, the President shall appoint, and the Board shall confirm, a nominating committee of at least five members of which no more than forty percent (40%) are members of the Board. The members of the Nominating Committee shall be current members of CHUN. The Nominating Committee shall endeavor to perform the following tasks:
(i) poll all sitting At-Large Delegates to ascertain their interest in serving an additional term, and review the attendance and participation records of those Delegates who are interested;
(ii) interview and recruit residents and employees from within CHUN's geographic boundaries to serve on the CHUN Board who the Nominating Committee believes have demonstrated an interest and ability to be active in community affairs, or who possess desirable skills and/or geographic and demographic backgrounds not presently represented on the Board;
(iii) based upon the results of (i) and (ii) above, the results of the November Neighborhood Assemblies, and the limit established in Article IV, Section 4, prepare a list of candidates recommended for nomination to serve as At-Large Delegates, which shall not exceed eighteen (18).
(iv) prepare a suggested slate of one or more candidates for each office by polling all sitting Officers to determine whether or not they intend to seek another term, and if they do not, recruiting one or more candidates to seek election to that office; and
(v) report to the Board at its December meeting the results of the above.
At its December meeting, the Board shall approve or alter the recommendations of the Nominating Committee concerning At-Large Delegates.
Section 2. Nominations. Any member of CHUN is eligible for nomination as a candidate for election as an at-large delegate or officer, including members of the nominating committee.
Section 3. Elections. At the annual business meeting of the general membership, the nominating committee shall report its nominations of candidates for at-large delegates, as approved by the Board, to the membership. Nominations from the floor shall be permitted as the next following order of business. All nominees may address the membership if they so desire. The election shall then occur, either by voice vote or by written ballot. Those eligible to vote may cast as many votes as there were nominees approved by the Board at its December meeting. Those nominees receiving the highest number of votes shall be declared the At-Large Delegates of the Board of Delegates.
In the event of ties, the winners shall be chosen by drawing lots. The election judges shall see that the names of all newly-elected at-large delegates are mailed to all CHUN members as soon as practicable. The results shall also be published in the next issue of the CHUN newsletter.
ARTICLE X. NEIGHBORHOOD ASSEMBLIES
Section 1. November Neighborhood Assembly. Each designated neighborhood of CHUN, as established on Appendix 1 hereto, shall annually hold a General Meeting for the purpose of electing Neighborhood Delegates for a one (1) year term of office to commence on the following January 1. That Assembly shall be held no earlier than November 1 and no later than the third Tuesday in November, and may be held in combination with another designated Neighborhood if mutually agreeable. Elected Neighborhood Delegates shall assume office on January 1, unless there is one or more vacancies for their Neighborhood. If there are multiple vacancies, the newly elected Delegates will decide by agreement who will fill the vacancy.
Section 2. Conduct of November Assembly. The Executive Director and the Vice-President of Membership, in coordination with the sitting Neighborhood Delegates, shall establish (i) the date, time and location of the November Neighborhood Assembly, and (ii) a proposed agenda, which, in addition to the election of Neighborhood Delegates, may include other pending business or issues that are of interest to the neighborhood. Written notice of the Assembly and agenda shall be mailed to all regular and sustaining CHUN members located within the neighborhood not less than ten (10) days nor more than thirty (30) days prior to the Assembly, and also when possible to all other neighborhood groups registered with the City whose boundaries overlap some or all of the neighborhood. The Executive Director shall also endeavor to have notice of the Assembly published in neighborhood newspaper(s) or otherwise broadcast to the public, but failure to do so shall not invalidate the Assembly. Either the Executive Director or the Vice-President of Membership, or both, shall endeavor to attend the November Assembly in order to conduct the election and to otherwise assist the sitting Neighborhood Delegates. Election shall be by written ballot at the request of any CHUN member present.
Section 3. Voting at November Assembly. All persons who reside or are employed in the neighborhood shall be welcomed to participate in the Assembly, but only CHUN members are eligible to vote for Neighborhood Delegates. Non-members shall be invited to join CHUN while at the Assembly and be immediately eligible to vote. To facilitate joining CHUN, the Executive Director or the Vice-President of Membership shall endeavor to bring to the assembly membership application materials, and also a current list of CHUN members for voting verification.
ARTICLE XI. AMENDMENTS OF BY-LAWS
Section 1. Amendments of By-Laws. These By-Laws may be amended by two-thirds vote of members present and voting at any membership meeting provided that written intent to amend has been properly given pursuant to Article VI, Section 4, of these By-Laws.
Section 2. Quorum. A Quorum for a meeting at which amendments of the By-laws are to be considered is 15 voting members of CHUN.
ARTICLE XII. ANTI-DISCRIMINATION
Any and all discrimination in all aspects of CHUN’s operations, including Board membership, paid and volunteer staff, general membership, programs, and events on the basis of age, race, gender, color, creed, religion, national origin, sexual orientation, ancestry, marital status, veteran status, physical disability, or political service or affiliation is expressly prohibited.
ARTICLE XIII. CONTINGENCY FUND
At all times CHUN shall maintain a contingency fund. The purpose of such fund is to preserve the longevity of CHUN and prevent a decline in the level of CHUN’s services to the people of Capitol Hill. The Contingency Fund accomplishes this through ensuring that CHUN will always be able to meet its financial obligations, specifically in instances when actual revenues do not meet budgeted revenues.
Section 1. Size of the Contingency Fund. The ideal size of the Contingency Fund at any given time will be the total budgeted expenses of the upcoming fiscal year. During such times when the Contingency Fund is less than this amount, building the Fund to this amount shall be given top priority over all other non-budgeted expenditures, at the discretion of the Board of Delegates.
Section 2. Accessing the Contingency Fund. The process to make a withdrawal from the Contingency Fund will be as follows:
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