GREEN MOUNTAINSIDE CIVIC ASSOCIATION, INC.
PRINCIPAL OFFICE AND CORPORATE SEAL
Section 1.1. Offices. The principal office and place of business of the Corporation in the state of Colorado shall be in the City of Lakewood, Colorado. The Corporation may have such other offices, either within or without the State of Colorado, as the board of directors may from time to time determine.
Section 1.2. Seal. The seal of the corporation shall have inscribed thereon the name of the Corporation, and the words “Nonprofit,” “Colorado” and “Seal” and shall be in a form approved by the board of directors.
MEMBERS AND MEMBER’S MEETINGS
Section 2.1. Qualifications. Each and every adult resident who resides in the area of Lakewood, Colorado, bounded by Alameda Parkway on the south, Cedar Drive on the north, Alkire Street on the east (all residences facing on Alkire), and the City of Lakewood city limits on the west, all in Jefferson County, shall be members of the Association.
Section 2.2. Annual Meeting. The annual meeting of the members of the Association shall be held during the fourth quarter of each year at a time and place to be determined by the board of directors of the Association.
Section 2.3. Special Meetings. Special meetings may be called by the President of the board of directors, by three members of the board of directors or at the request of at least 20 members of the Association.
Section 2.4. Notice of Meeting. Notice of the time and place of any meeting and the purpose of all special meetings shall be given to the members at least 10 but not more than 50 days prior to the date of any such meeting. Notice shall be given by electronic mail or such other means as the board of directors may deem advisable.
Section 2.5. Quorum. A quorum of the Association shall consist of 5% of the members entitled to vote represented in person or by proxy or 20 members, whichever is less. If a quorum is not present at a meeting, a majority of the members present may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the original meeting.
Section 2.6. Manner of Acting. A majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present shall decide any questions brought before the meeting unless a greater number of votes is required by law, by the Articles of Incorporation or by these bylaws.
Section 2.7. Proxies. At any meeting of the members, any member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. Such proxy will be filed with the secretary before or at the time of meeting. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy.
Section 2.8. Rules. The order of business at any meeting of the members of the Association, or of the board of directors shall be as prescribed by the board of directors and/or Roberts Rules of Order, as revised.
BOARD OF DIRECTORS
Section 3.1. General Powers. The affairs of the Corporation shall be managed by its board of directors. Directors shall be residents of the State of Colorado.
Section 3.2. Number, Tenure and Qualifications. The number of directors shall be a maximum of 15 and they shall be elected at the annual meeting of members or some adjournment thereof. All directors shall be members of the Association. Their term of office shall be two years with staggered terms so that the term of half of the directors shall expire each year.
Section 3.3. Nomination. Nomination for membership on the board of directors shall be open to all members of the Association. Consent-of those nominated must be obtained either orally or in writing at the time of the nomination.
Section 3.4. Regular Meetings. A regular annual meeting of the board of directors shall be held immediately before or after and at the same place as the annual meeting of the Association’s members.
Section 3.5. Special Meetings. The board of directors shall conduct other meetings as often as it deems it necessary to carry on the business of the Association. Such meetings shall be at a time and place, and upon such notice, as deter mined by the board of directors. Any notice of special meet ings shall contain the purpose thereof.
Section 3.6. Quorum and Manner of Acting. A majority of the board of directors shall constitute a quorum for the transaction of any business at any meeting of the board. The vote of a majority of any such quorum shall prevail unless a greater number of votes is required by law, the Articles of Incorporation or these bylaws.
Section 3.7. Committees. The board of directors may by resolution designate one or more committees each of which shall consist of two or more directors and such other officers or members of the Association as may be necessary. Any such committee shall have and may exercise that part of the authority of the board of directors in the management of the Association which has been delegated to it by the adopting resolution.
Section 3.8. Removal of Directors. At any meeting of the members, the notice of which indicates that removal of directors will be considered, the entire board of directors, or any lesser number of directors, may be removed, with or without cause, by a majority of the members then entitled to vote at an election of directors. In the event, however, that cumulative voting for directors is allowed, then no one director may be removed if the votes of a sufficient number of members are cast against his removal which, if then cumulatively voted at an election of the entire board of directors, would be sufficient to elect him.
Section 3.9. Vacancies. Any vacancy occurring in the board of directors, and any place on the board to be filled by reason of an increase in the number of directors, may be filled by an affirmative vote of a majority of the remaining directors though less than a quorum of the board. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. A director position shall conclusively be presumed vacated if said director fails to attend three successive board meetings without valid excuse.
Section 3.10. Special Responsibilities. The board of directors shall preserve, protect and promote the interests of the Association and its members and shall be responsible for formulating the general policy of the Association in accordance with the expressions of the will of the majority of the members, and at same time preserve and protect the interests of the minority members. All board members shall have a current version of these bylaws and shall supervise all transactions of the Association.
Section 3.11. Boundaries. The board of directors shall have the power to change or alter the boundary lines of the Association, which shall be done by resolution from time to time as the board of directors may deem necessary.
Section 4.1. Officers. The officers of the Association shall be a President, Vice President, Secretary and Treasurer, who shall be elected by the board of directors at its annual regular meeting. Any two or more offices may be held by the same person at the same time except that one person may not simultaneously hold the offices of President and Secretary.
Section 4.2. Term of Office. The officers of the Association shall be elected annually for a one year term. Each officer shall hold office until his successor has been duly elected and qualified.
Section 4.3. Removal. Any officer elected by the board of directors may be removed by the board, with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. Election of an officer shall not of itself create contract rights.
Section 4.4. Vacancies. Any vacancy in any office be cause of death, resignation, removal, disqualification or otherwise may be filled by the board of directors for the unexpired portion of the term.
Section 4.5. President. The President shall, subject to the direction and supervision of the board of directors, be the chief executive officer of the Association and shall have general and active control of its affairs and business and general supervision of its officers, agents and employees. The President shall have the power to sign for and on behalf of the Association and in the Association’s name for all documents required by the Association in the ordinary course of business.
Section 4.6. Vice President. The Vice President shall perform all the functions of the President in the event of his absence and shall perform such additional duties as may be assigned to him by the President or the board of directors.
Section 4.7. Secretary. The Secretary shall: (a) keep minutes of the proceedings of the members, committees and the board of directors; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Association and affix the seal to all documents when authorized by the board of directors; (d) keep at the Association’s registered office or principal place of business a record containing the names and addresses of all of the Association’s members; (e) sign with the President, or Vice Presi dent, any documents on behalf of the Association which require an attestation; and (f) perform all duties incident to the office of Secretary and such other duties as may from time to time be assigned by the President or the board of directors. The assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the Secretary.
Section 4.8. Treasurer. The Treasurer shall be the principal financial officer of the Association and shall super vise the care and custody of all funds, securities, evidences of indebtedness and similar property of the Association and shall deposit and maintain the same in accordance with the instructions of the board of directors. He shall receive and give receipts and acquaintances for money paid in on account of the Association, and shall pay out of the funds on hand all bills, payrolls and any other just debts of the Association of whatever nature upon maturity. He shall perform all other duties incident to the office of the Treasurer, and upon the request of the board, shall make such reports to it as may be required at any time. The Treasurer shall, if required by the board, give the Association a bond in such sums and with such sureties as shall be satisfactory to the board, conditioned upon the faithful performance of his duties and for the restoration to the Association of all books, papers, vouchers, money and other property of whatever kind in his possession or his control belonging to the Association. He shall have such other powers and perform such other duties as may be from time to time prescribed by the board of directors. The assistant treasurers, if any, shall have the same powers and duties, subject to the supervision of the Treasurer.
Section 4.9. Compensation. Officers of the Association shall be entitled to compensation in a reasonable amount for services rendered, which amount shall be fixed or allowed by the board of directors.
BOOKS AND RECORDS
The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, board of trustees and committees. It shall also keep at its registered office or principal place of business a record of names and addresses of all of the Association’s members. All books and records of the Association may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time. In the event that copies of such records are to be made available to members, such members shall be charged a nominal copying fee.
Except as provided in Article VIII, Section 5 below, members of the board of directors or officers or members of the Association shall not be assessable and shall not be responsible individually or collectively for any act of omission or commission of the Association, or for any indebtedness of the Association.
DUES OR DONATIONS
Financial donations, not to exceed $30.00 per family per year shall be solicited as needed by the Association. If over $30.00 per family per year is requested, an explanation of need and a financial statement shall be made available to such members upon request.
Section 8.1. Fiscal Year. The fiscal year shall begin on the first day of January and end on the last day of December in each year.
Section 8.2. Waiver. Whenever any notice is required to be given by law, or under the provisions of the Articles of Incorporation or these bylaws, a waiver thereof, in writing, of the Association and end on the 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 8.3. Amendments. These bylaws may be altered, amended or repealed and new bylaws adopted by a two-thirds vote of the members of the Association at any regular meeting or any special meeting called for that purpose.
Section 8.4. Action Without Meeting. Any action required or which may be taken at a meeting of the board of directors, members or of any committee of the Association may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, members or members of the committee, as the case may be, entitled to vote with respect to the subject matter. Any action may be taken without a meeting by email vote with a majority of the directors voting by email.
Section 8.5. No Insider Loans. The Association shall not make loans to its officers or directors. Any officer or director who assents to or participates in the making of any such loan shall be liable to the Association for the amount of any such loan until the repayment there of.