OLD
BROADMOOR NEIGHBORHOOD ASSOCIATION
BYLAWS
Revised and Proposed
4-6-2014
Article I – Name
The
name of the association is the Old
Broadmoor Neighborhood Association, also known as OBNA.
Article II – Principal Office &
Geographic Boundaries
a)
The location and principal place of
business of the association shall be Colorado Springs, El Paso County, State of
Colorado. The geographic boundary roads
of the OBNA neighborhood have been initially defined as follows:
Starting at the intersection of Old Broadmoor Road and
Lake Avenue, proceed south on Old Broadmoor Road until it becomes West Cheyenne
Mountain Boulevard. Continue south and
then southwest on West Cheyenne Mountain. Boulevard until the intersection that
includes Marland Road. Turn south onto
Marland Road. Proceed on Marland Road in
a southerly and westerly direction to Marland Road South. Proceed on Marland Road South in a southerly
and then westerly direction to Cheyenne Mountain Zoo Road. Proceed northerly and then northeasterly on
Cheyenne Mountain Zoo Road to the intersection that includes Old Stage
Road. Proceed west on Old Stage Road to
the forest boundary; follow the forest boundary north to Cheyenne Boulevard. Proceed east on Cheyenne Boulevard to
Cheyenne Road. Continue east on Cheyenne
Road to Alsace Way; then proceed south on Alsace Way to Poplar Road. Head east
on Poplar Road to Old Broadmoor Road; and then south on Old Broadmoor Road to
the starting point.
b) Residents, businesses and property owners on
either side of boundary roads are eligible for membership in the
Association.
c) Geographic boundaries may be revised by a
majority vote of the Board of Directors.
Article
III – Mission and Objectives
a)
The mission of OBNA is to preserve and
enhance the quality of life in and in close proximity to the OBNA boundaries.
b)
This mission to be pursued by:
1) Seeking to preserve the historic and
architectural legacy and predominately residential character of our
neighborhood through efforts to assure that future development and improvements
are compatible with the existing fabric of the area;
2) Participating
in planning, zoning, safety, and other decisions and issues affecting our
neighborhood through advocacy before government agencies and elected representatives
and liaison with other community organizations; and
3) Fostering
a sense of community identity and spirit through effective communication with
and interaction among our neighbors.
Article IV – Organization
a) OBNA
is registered as a Non-Profit Corporation as approved by the Secretary of State
of Colorado on April 13, 2000.
b) OBNA
is listed with the City of Colorado Springs as a Registered Neighborhood
Organization.
c) Notwithstanding
any other provision of these Bylaws, no member, director, officer, employee or
representative of this Association shall take any action or carry on any
activity by or on behalf of the Association not permitted to be taken or
carried on by an Association exempt from taxation under Section 501(c)(3) of
the Internal Revenue Code of l986 and the Treasury Regulations there under, as
they now exist, or as they may hereafter be amended.
Article V – Membership
a) Membership
shall be open to all persons, 18 years of age or older, who live in or own real
property, including businesses, within or in close proximity to the designated
OBNA geographic boundaries.
b) The
Board of Directors shall approve membership applications from applicants who
reside outside the OBNA boundaries, providing said applicants are in accord
with the Mission and Objectives of OBNA.
c)
The membership year shall commence on January
1st and end on December 31st of the following year,
unless otherwise determined by the Board of Directors.
d)
Voluntary membership dues of $35 for
individuals, $50 for business per year are recommended to sustain the operation
of the Association.
e)
Business sponsorships will be $100 per
year entitling the business to advertise on the OBNA web site and to get logo
promotion on each email to the OBNA membership, banners at picnics and social
events.
Article VI - Officers
a) Designation. The officers of OBNA shall be President, Vice
President, Secretary, and Treasurer, all of whom are members of the Board. These officers will constitute the Executive
Committee of the Board of Directors.
Specific duties of the officers are as follows.
1) President
a. The
President shall be the principal executive officer and shall in general
supervise and control the business of OBNA.
He shall preside at the Annual Meeting, at Board of Directors meetings,
and any other meeting of the membership.
b. The
President shall carry out and be responsible for the execution by others of all
orders and resolutions of the Board of Directors as to the conduct of the
business of the Association. The
President shall be an ex-officio member of every committee of the
Association. The President shall appoint
all standing committee chairpersons, subject to the approval of such
appointments by the Officers of the Executive Committee. The President shall perform all other duties
that are incident to the office.
2) Vice-President. In
the absence of the President, the Vice-President shall perform the duties and
responsibilities, and shall have the powers of and be subject to the same
restrictions as the President. The
Vice-President shall perform such duties as from time to time may be assigned
by the President or by the Board of Directors.
3) Secretary. The Secretary shall keep the Minutes of OBNA
general membership and Board of Directors’ meetings; see that all notices are
duly given in accordance with the provisions of these Bylaws and applicable
statutes; be custodian of the corporate records; and maintain accurate records
of all business activities and outside correspondence of OBNA.
4) Treasurer. The Treasurer shall be responsible for all
monies; shall keep an accurate record of receipts and expenditures; shall
deposit all such monies in the name of the Association in the designated bank;
shall sign all checks drawn on the account of OBNA; and, in general shall
perform all duties incident to the office of Treasurer.
b) Term of Service
1) Officers
shall be elected to a one-year term by the general membership.
2) At
the initial general membership meeting, the President and the Secretary shall
be elected to a one-year term; the Vice-President and the Treasurer to a
one-year term.
3) Officers
will not serve more than two consecutive terms in the same capacity. Only one member of a household shall serve as
an officer at any one time.
c) Resignation & Removal. Any officer may be removed from office by
action of the Board of Directors for good cause shown. Any officer may resign at any time.
d) Vacancy. A vacancy in any office because of
resignation, removal, disqualification, death or otherwise, shall be filled by
the Board of Directors for the unexpired portion of the term.
Article
VII – Board of Directors
1) General Powers. The Board has the responsibility for carrying
out the Mission and Objectives of OBNA; shall conduct and manage the business
of the Association; and shall exercise all the powers of the Association as
expressly defined by the Articles of Incorporation.
b) Qualifications, Number and Term of Office
1) Each
OBNA member is eligible to be duly elected or appointed to serve as a
Director.
2)
The Board of Directors shall be elected by the membership at each Annual
Meeting.
3) The
Board shall be comprised of not less than three nor more than seven members, in
addition to the Officers. The Board may
choose to increase the number of Directors if the need arises.
4) Each
Director shall serve for one year.
c) Resignation & Removal. Any Director may be removed from office by
action of the Board of Directors for good cause shown. Any officer may resign at any time.
d)
Vacancy. A vacancy in any office because of
resignation, removal, disqualification, death or otherwise, shall be filled by
the Board of Directors for the unexpired portion of the term.
e) Board
Meetings
1) The
Board of Directors will meet quarterly during the Association year to conduct
the business of OBNA. Notices of Board
meetings shall be given not less than ten days prior to the meeting date.
2)
The President or any Board member may request any additional special
meetings. Any member of OBNA may request notice of time and place of such
meetings.
3)
Non-Board members may attend Board Meetings, but will have no voting
privileges.
f) Quorum.
1) A
quorum at a meeting of the Board of Directors shall be not less than one-half
of the number of Directors fixed at the time in accordance with Article VIII,
Sec. 2 (b). If a quorum is not present,
the meeting may be adjourned by the affirmative vote of a majority of the
Directors present. Adjournment shall be
to a day and time certain, but any meeting scheduled on adjournment shall be
within a period not to exceed sixty days.
The act of a majority of the Directors present at a meeting at which a
quorum is present shall be valid, unless the Colorado Nonprofit Corporation
Act, the Articles of Incorporation, or the Bylaws require the act of a greater
number.
2) A
written proxy vote shall not be counted as part of a quorum. A written proxy vote shall only be cast on
stated issues.
3)
Voting may be held by electronic/internet surveys such as Survey Monkey,
or by email following a general meeting discussion. Results shall be included in the minutes of
the next official meeting.
Article VIII – Nominations. Nominations
for officers and Board of Directors members shall be the responsibility of a
Nominating Committee consisting of three members appointed by the Board. A member of the Board will chair this
Committee. The committee will report on
its nominations prior to the annual meeting of each election year. Additional nominations will be accepted from
the floor.
Article
IX – Membership Meetings
a)
Annual Meeting. OBNA shall hold an annual general membership
meeting, to be held during the first quarter of each calendar year, at which time election
of officers and directors shall be held.
b) Special Meetings. The Board of Directors may hold special
meetings as are deemed necessary.
c)
Notices. Notice to the OBNA membership and the public
by electronic mail, newsletter, or flyer readily available within the
geographic boundaries of OBNA shall be given no less than ten days prior to the
stated date of a meeting.
d)
Quorum. A quorum will consist of at least
twenty-percent of the voting members. A
quorum must be present in order for the Association to transact business
requiring a vote.
e) Voting
1) Each
member-household and member-business is entitled to cast one vote on each
issue, brought to the general membership by the Board of Directors, either in
person or by written proxy on issues stated in the Notice.
2) A written proxy vote shall not be counted as
part of a quorum. A written proxy vote
shall only be cast on issues stated in the Notice.
3) Unless
otherwise noted, a majority vote of the membership present at a meeting shall
be binding upon OBNA.
4) Voting
may be taken by electronic methods as in VII(f)
f)
Privileges. The privileges of holding office, introducing
motions, floor debating, and voting shall be limited to current members of
OBNA.
Article
X – Fiscal Year
The
fiscal year of the Association shall commence on January 1st and end
on December 31st of the following year, unless otherwise determined
by the Board of Directors.
Article
XI – Advisory Committees
The
Board of Directors may appoint one or more committees, which shall have such
powers and rights as may be designated by the Board. Appointed chairpersons shall make a report to
the Board of Directors as required.
Article
XII- Compensation & Expenses
a)
Members, Officers & Directors shall
not receive any salary for their normal services to the Association.
Members, Officers & Directors are entitled to
reimbursement for minor expenditures less than $100 incurred in the conduct of
normal Association business, without prior approval by the Board of Directors.
b)
Members, Officers & Directors are
entitled to reimbursement for expenditures greater than $100 and personal
expenses (including travel) incurred in the conduct of Association business,
when approved in advance by the Board of Directors.
d)
The foregoing is not intended to
preempt a normal business arrangement between the Association and members who
are retained by the Association to provide specified services.
Article
XIII – Contracts, Loans, Checks and Deposits
a) Contracts.
The Board of Directors may authorize any member or members to enter
into any contract or execute and deliver any instrument in the name of and on
behalf of OBNA, and such authority may be general or confined to specific
instances.
b) Loans. Unless specifically
authorized by the Board of Directors, no loans shall be contracted on behalf of
OBNA, and no evidences of indebtedness shall be issued in its name.
c)
Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name
of OBNA shall be signed by such officer or officers of the Association,
according to these Bylaws; and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
d)
Deposits. All funds of OBNA not otherwise employed
shall be deposited from time to time to the credit of the Association in such
banks, trust companies or other depositories as the Board of Directors may
select.
Article
XIV – Amendments
These
Bylaws may be amended at any meeting of the membership at which a quorum is
present, provided that notice of the proposed amendment is given to all of the
members at least thirty days before the meeting. A majority of the votes cast, including
validated proxy votes, is necessary to amend the Bylaws.
Article
XV – Notices Given
Any
Notice required to be given pursuant to these Bylaws or otherwise by law, shall
be deemed given at the time of delivery or transmittal, or if mailed when
deposited in the United States mail addressed to the party at his/her address
as it appears on the records of the Association with postage thereon prepaid.
Transmittal may be by email or other electronic method.
Article
XVI - Dissolution of Association
a) The
OBNA may be dissolved at a meeting called for that express purpose, provided
that:
1. Thirty
days notice of the dissolution has been given to all members;
2. At
least three officers are present at the meeting; and
3. A
unanimity of officers present, including validated proxy votes, are in favor of
dissolving the Association.
b) In
case of dissolution the appropriate officer of the Association shall prepare
and file the necessary documents reflecting such dissolution with the
appropriate governmental offices of the State of Colorado, including copies
thereof in the records of the Association.
Provisions shall be made for preserving the records of the Association
for a reasonable time after dissolution.
c) Property,
proceeds and assets remaining at the time of dissolution shall be returned to
the original contributor, if that person or entity can be found, or donated to
charity.
Article XVII – Parliamentary Authority
When
not inconsistent with these Bylaws, Robert’s Rules of Order Newly Revised shall
be the parliamentary authority for all matters of procedure. These rules may be suspended at any meeting
by a majority vote.
Article
XVIII Authentication
The
foregoing Revised Bylaws of the Old Broadmoor Neighborhood Association were
duly adopted at the organizational meeting of the Board of Directors of the
Association on April 24, 2017.
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