Proposed By-Law Changes For Congress Park Neighbors
From time to time it becomes necessary for by-laws of an organization to change in order to increase flexibility. These are the proposed changes to Congress Park Neighbors by-laws to be voted on at the annual members meeting December 16 2020.
“ARTICLE XI
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the directors present at any meeting of the Board of Directors at which a quorum is present and must be ratified by the Members at the first Membership Meeting of the year to remain valid thereafter.”
| CURRENT BYLAWS | PROPOSED CHANGES |
| ARTICLE II MEMBERS 2.5 Fifteen percent (15%)1 of the members entitled to vote at a member meeting shall constitute a quorum at any meeting of members, except as otherwise provided by the Colorado Nonprofit Corporation Code and the Articles of Incorporation. In the absence of a quorum at any such meeting, a majority of the members present may adjourn the meeting from time to time for a period not to exceed sixty days without further notice. At such reconvened meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal 1 Fifteen percent (15%) changed from Thirty Three percent (33%) Members Meeting vote 2-15-2012 during such meeting of that number of members whose absence would cause there to be less than a quorum. |
ARTICLE II MEMBERS 2.5 A quorum of a members meeting will be 12 or more members in good standing. Except as otherwise provided by the Colorado Nonprofit Corporation Code and the Articles of Incorporation. In the absence of a quorum at any such meeting, a majority of the members present may adjourn the meeting from time to time for a period not to exceed sixty days without further notice. At such reconvened meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal during such meeting of that number of members whose absence would cause there to be less than a quorum. |
| ARTICLE II MEMBERS 2.9 VOTING BY BALLOT. Voting shall take place in person, unless the Board votes to have a “remote ballot,” which shall be defined as being electronic, telephone, email, and/or USPS mail. If the Board votes for a remote ballot then “best efforts,” based upon information submitted by the Members themselves, must be made to have the ballots and/or voting instructions distributed to all eligible voters no less than 15 days before ballots are to be submitted/returned.2 Voting on any question at an in person meeting may be by voice vote unless the presiding officer shall order or unless one fourth of the members present at the meeting shall demand that voting be by ballot. Voting in any election of directors, unless uncontested shall be by ballot. A ballot shall be distributed to each member in good standing upon presentation of valid identification. 2 Changed to include “remote ballot” and process for conducting, voted on and accepted at Members Meeting 2-15-2012 |
ARTICLE II MEMBERS 2.9 VOTING BY BALLOT Voting shall take place in person, unless the Board elects to have a “remote ballot,” which shall be defined as being electronic, telephone, email, and/or USPS mail. If the Board elects for a remote ballot then “best efforts,” based upon information submitted by the Members themselves, must be made to have the ballots and/or voting instructions distributed to all eligible voters no less than 15 days before ballots are to be submitted/returned. Voting on any question at an in person meeting may be by voice vote unless the presiding officer shall order or unless one fourth of the members present at the meeting shall demand that voting be by ballot. Voting in any election of directors, unless uncontested shall be by ballot. A ballot shall be distributed to each member in good standing upon presentation of valid identification. |
| ARTICLE II MEMBERS 2.13 NOTICE OF MEETINGS. Written notice stating the place, day, and hour of any meeting of members, and of the items of business to be considered, shall be delivered, either personally or by mail, to the members of the Corporation, not less than fifteen (15) nor more than sixty (60) days before the date of such meeting, by or at the direction of the President, or the Secretary of the Corporation. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at the address as it appears on the records of the Corporation, with postage thereon prepaid. Any member may waive notice of any meeting either before, or after such meeting in any manner permitted by law. |
ARTICLE II MEMBERS 2.13 NOTICE OF MEETINGS. Written notice stating the place, day, and hour of any meeting of members, and of the items of business to be considered, shall be delivered, either personally, by mail or by email to the members of the Corporation, not less than fifteen (15) nor more than sixty (60) days before the date of such meeting, by or at the direction of the President, or the Secretary of the Corporation. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at the address as it appears on the records of the Corporation, with postage thereon prepaid. Any member may waive notice of any meeting either before, or after such meeting in any manner permitted by law. |
| ARTICLE III BOARD OF DIRECTORS 3.2 NUMBER, TENURE, AND QUALIFICATIONS. The number of directors of the Corporation shall be 10; provided that from time to time the Board of Directors may fix the number of directors. Each director shall hold office until his or her successor shall have been appointed and qualified. Directors must be residents of the Congress Park Neighborhood and members in good standing of the Congress Park Neighbors, Inc. Directors must be members in good standing of the Congress Park Neighbors, Inc., provide the Corporation with their “basic information” (defined as: name; address; phone number; email address; length of time as resident and/or business/property owner in Congress Park; and economic interests in Congress Park [property and/or businesses owned in Congress Park, as well as the type of any other income generated from within Congress Park]), and inform the Corporation of any change to their “basic information” within thirty days of such change. The President or a Vice President shall preside at all meetings of the Board of Directors. |
ARTICLE III BOARD OF DIRECTORS 3.2 NUMBER, TENURE, AND QUALIFICATIONS. The number of directors of the Corporation shall be a minimum of 3; provided that from time to time the Board of Directors may fix the number of directors. Each director shall hold office until his or her successor shall have been appointed and qualified. Directors must be residents of the Congress Park Neighborhood and members in good standing of the Congress Park Neighbors, Inc., provide the Corporation with their “basic information” (defined as: name; address; phone number; email address; length of time as resident and/or business/property owner in Congress Park; and economic interests in Congress Park [property and/or businesses owned in Congress Park, as well as the type of any other income generated from within Congress Park]), and inform the Corporation of any change to their “basic information” within thirty days of such change. The President or a designated director shall preside at all meetings of the Board of Directors. |
| ARTICLE III BOARD OF DIRECTORS 3.13 COMMITTEES. By resolution adopted by a majority of the Board of Directors, the directors may designate two or more directors to constitute a committee of the Corporation as the Board of Directors shall designate as a shall be prescribed by the Colorado Nonprofit Corporation Act. |
ARTICLE III BOARD OF DIRECTORS 3.13 COMMITTEES. By resolution adopted by a majority of the Board of Directors, the directors may designate one or more directors to constitute a committee of the Corporation as the Board of Directors shall designate and is prescribed by the Colorado Nonprofit Corporation Act. |
| ARTICLE IV OFFICERS 4.3 DIRECTOR ELECTION AND TERM OF OFFICE. Directors shall be elected at the first Membership Meeting of each year for a term of three (3) years. Director positions shall be numbered one (1) through ten (10), in no order of importance. In year one(2007) the membership shall elect three (3) directors (numbers one through three) of the Corporation, in the following year the membership shall elect three (3) directors (numbers four through six), and in the year thereafter the membership shall elect four (4) directors (numbers seven through ten). This pattern of electing three (3), three (3), and then four (4) directors in consecutive years shall continue each year thereafter. Each director shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. Candidates who express their desire to run for office to the Corporation, by way of written notice to the Corporation office or email to the President, within the period often (10) to six (6) weeks preceding the annual meeting at which elections shall take place, and who have provided their “basic information” to the Corporation, will have their names printed on the ballot. Nominations for Director shall be accepted from the floor. |
ARTICLE IV OFFICERS 4.3 DIRECTOR ELECTION AND TERM OF OFFICE. Directors shall be elected at the Annual Membership Meeting of each year. Each director shall hold office until his or her successor shall have been duly elected and until he or she shall resign or shall have been removed in the manner hereinafter provided. Candidates who express their desire to run for a position on the Board Of Directors, by way of written notice to the Corporation mailing address or email to the President, within the period of ten (10) to six (6) weeks preceding the Annual Member Meeting at which elections shall take place, and who have provided their “basic information” to the Corporation, and have been interviewed and endorsed by the majority of the Board of Directors shall have their have their names printed on the ballot. Nominations for a position on the Board of Directors shall be accepted from the floor during an annual members meeting. The nominee must be a member in “good standing”, a second from the floor by a member in “good standing” and an aye vote by at least one third of members in “good standing” in attendance. The floor nomination will then be added to the ballot. |
| ARTICLE IX CORPORATE SEAL The corporate seal shall be in such form as shall be approved by the Board of Directors. Causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise may use said seal. The impression of the seal may be made and attested by either the Secretary or an assistant Secretary for the authentication of contracts or other papers requiring the seal. |
ARTICLE IX CORPORATE WATERMARK The corporate watermark shall be in such form as shall be approved by the Board of Directors. Causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise may use said watermark. The impression of the watermark may be made and attested by either the Secretary or designated director for the authentication of contracts or other papers requiring the watermark. This includes the use of copyright protected material and including email addresses of Congress Park Neighbors, Inc. and email addresses of sub-committees. |
