BYLAWS OF THE BAKER HISTORIC NEIGHBORHOOD ASSOCIATION

A Colorado Nonprofit Corporation

Revised and adopted 12 May 2026

ARTICLE 1: NAME AND BOUNDARIES

Section 1

The name of this nonprofit corporation shall be the Baker Historic Neighborhood Association,

and it shall be abbreviated as BHNA.

Section 2

The mailing address shall be:

Baker Historic Neighborhood Association

PO Box 9071

Denver, CO 80209

Or such other addresses as the Board of Directors may determine.

Section 3

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 area within these boundaries shall be known as the "Neighborhood."

ARTICLE 2: OBJECTIVES

Section 1

BHNA shall provide a vehicle for the Baker neighborhood residents to pursue opportunities for

cooperation, to understand the Neighborhood's history, and to maintain and improve the

community.

Section 2

BHNA will create a sharing, cooperative and social atmosphere. More specifically, BHNA will:

1. promote neighborliness;
2. encourage improvements to the physical appearance of the Neighborhood;
3. provide a powerful, unified voice;
4. encourage members to participate in BHNA, Neighborhood, or other related activities;
5. promote communication and peace among residential, commercial and industrial sectors of the Neighborhood;
6. encourage inclusiveness;
7. seek solutions for specific Neighborhood problems;
8. promote a positive image of the Neighborhood;
9. develop BHNA’s identity and visibility;
10. inform and educate neighbors about issues that affect them;
11. cooperate with other organizations on common goals;
12. take action to improve the quality of life in the Neighborhood;
13. develop resources to pursue the above objectives.

ARTICLE 3: MEMBERSHIP

Section 1

Membership is open to those who are at least 18 years of age who are residents and/or owners

of real property in the Neighborhood.

Section 2

BHNA funds its activities through donations and small grants. No dues are required for membership or voting rights. Donations are encouraged to support regular operational costs and ongoing social events.

ARTICLE 4: OFFICERS, DIRECTORS AND THEIR ELECTION

Section 1

The elected officers of the corporation shall be:

● President

● Vice President

● Secretary

● Treasurer

In addition to these officers, three (3) Directors at large will be seated.

Section 2

Officers and Directors shall be nominated annually at a general membership meeting to

be held in November and a ballot of willing candidates will be prepared and publicized to

the membership within ten (10) days of that November meeting. An election will be held in

December either by special meeting or by an electronic voting method agreed to by a majority of

members at the November meeting. The term of newly elected Officers and Directors shall

begin January 1st of the following calendar year.

Section 3

Officers and Directors shall serve for a term ending December 31 of each year. No

Officer or Director shall be eligible for election to the same office for more than three

consecutive years.

Section 4

No person may hold more than one office at the same time.

ARTICLE 5: THE BOARD OF DIRECTORS

Section 1

The Board of Directors shall be composed of the Officers of the Corporation plus three Directors elected at large by the general membership.

Section 2

The Board of Directors shall be responsible for the supervision of the affairs of the Corporation

between its general membership 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’ 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.

Section 3

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. The Board of Directors shall

prepare a budget for each fiscal year running from January to December with line items

including income and expenditures for all corporate activities, events, donations and other

obligations.

Section 4

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 may conduct email votes in accordance

with Colorado Statutes.

Section 5

Any member of the Board of Directors missing three consecutive meetings without a valid

excuse shall 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. A Special Committee shall be created for a stated period and specific

purpose.

Section 3, Definition of Standing Committees

Standing Committees shall be constituted and operate as follows:

1. Standing Committee Chairperson. The Chairperson of each Standing Committee shall be recommended by the newly elected Board of Directors at the  meeting in January(or as required to fill vacancies) and confirmed by the general membership at the next regularly held general membership meeting.
2. 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.
3. The term of chairpersons and members of Standing Committees shall be for one year (or remainder thereof) and shall conclude when succeeding Chairperson and committee members are confirmed or reconfirmed.
4. 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

1. Zoning and Planning Committee. The Zoning and Planning Committee shall 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, cabaret and marijuana licensing

g. Area, transportation or neighborhood-wide plans

h. Policies of bodies administering the above

I. Investigate, review and evaluate these issues

j. Help neighbors understand potential impacts

k. Make recommendations to the general membership or the Board of Directors.

2. Landmark Review Committee. The Landmark Review Committee shall generally support historic preservation activities in Baker, specifically:

a. Participate in Denver Landmark Preservation (LP) design review programs.

b. Review demolition requests of properties within the Baker Historic District, as well as those outside the district that LP has deemed to have potential for designation.

c. Review and investigate other historic preservation issues that arise.

d. Help neighbors understand the benefits and processes of historic preservation in Baker.

Reporting:

a. When LP formally refers a project to the Committee for design review, the Committee is expressly granted the authority to present formal advisory comments on behalf of BHNA to LP. Such comments shall be immediately reported to the Board of Directors, and shall be reported to the membership at the next meeting. The Board or membership may modify the Committee's comments by a majority vote.

b. All other other recommendations shall be referred to the membership and/or Board as reports per Section 5 below.

3. Election Committee. Shall gather nominations for positions, tabulate votes, report out results, and recruit candidates to fill vacancies. The Election Committee shall provide timely information to the members about openings and nominations for the Board of Directors.

Section 5, Reporting and Limitations

1. 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.

2. 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 or these bylaws.
3. No Committee member shall incur expenses on behalf of the Corporation except as authorized by the Board of Directors or these bylaws, nor shall any Committee commit the Corporation by any declaration of policy.

Section 6

The President shall be an ex officio member of all committees.

ARTICLE 7: PARLIAMENTARY AUTHORITY

Section 1

The rules contained in the most current edition of Robert’s Rules of Order shall govern the

Corporation when they are applicable and when they are not inconsistent with these Bylaws, or

any special rules the Corporation may adopt.

ARTICLE 8: ELECTIONS

Section 1

In the event that a vacancy occurs in any office or in the Board of Directors during any given

year, other than a vacancy in the office of President, it shall be filled for the unexpired term by a

person elected by a majority vote of the general membership. In the event of a vacancy in the

office of President, the Vice President shall become President, and the resulting vacancy in the

office of Vice President shall be filled by a person elected by majority vote of the general

Membership.

ARTICLE 9: MEMBERSHIP MEETINGS

Section 1

There shall be at least six meetings of the general membership held per year, one of which shall

be held in November, and which shall be the annual meeting. An agenda for the meeting

shall be posted on the BHNA website not less than five (5) days prior to each scheduled

General Membership Meeting.

Section 2

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 sending emails, 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.

Section 3

For meetings at which some or all attendees are not present in person, motions shall be made

in writing and visible to all attendees. Audio-only attendees, or anyone so requesting, shall be

accommodated by reading the motion aloud. Chair may use a call for “any objections” to

proposed motions in order to expedite routine or minor procedural actions. Any objection would

lead to a formal vote on said motion. Voting is open only to members and votes shall be held by

written and/or verbal roll call, or by raising of hands, or equivalent depending on the method of

the meeting. Votes for Board of Directors members shall be made by secret ballot or equivalent.

Section 4

A record of meeting attendees may be kept including name and whether the attendee is a

member or guest. Meeting attendees shall not be required to identify themselves.

ARTICLE 10: AMENDMENTS

Section 1

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

Section 1

A quorum shall be those members present at any general membership meeting.

ARTICLE 12: INDEMNIFICATION

Section 1

Baker Historic Neighborhood Association holds harmless its officers, Board of Directors, and committee chairs and board members from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, whether or not involving a third party claim, which arise out of or relate to any act or omission of the bylaws.