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BY-LAWS OF GREATER PARK HILL COMMUNITY, INC.

ARTICLE 1 – NAME

The name of the corporation shall be Greater Park Hill Community, Inc., referred to as “GPHC”. The offices of GPHC shall be located in the City and County of Denver and State of Colorado. The boundaries of the neighborhood known as Greater Park Hill and represented by GPHC shall be Colfax Avenue on the south, north to the limits of the City and County of Denver, Colorado Boulevard on the west and east to Syracuse or Quebec, whichever is farther west without being a part of Stapleton.


ARTICLE II – MEMBERSHIP

Section 2.1 Voting Members

Section 2.1(A) Individuals. Any person who has a residence in Park Hill shall be eligible for membership and shall become a member upon payment of one full year of such dues as set from time to time by the Board of Governors. Such members shall have the right to vote on such matters put to the membership by the Board of Governors.

Section 2.1(B) Member Religious Institutions and Business or Other Organizations. Any church, synagogue, mosque, other religious institution, business or other organization which is located within the boundaries of Greater Park Hill shall be eligible for membership upon the payment of such dues as set from time to time by the Board of Governors and shall have the right to one vote on matters put to the membership by the Board of Governors.

Section 2.1(C) Participating Religious Institutions. Any church, synagogue, mosque or other religious institution which is located within Greater Park Hill and which also contributes money, food, facilities or volunteer hours shall be a participating religious institution and shall have the right to appoint one voting delegate (and as may alternatives as it wishes) to the Board of Governors. Participating religious institution status shall be reviewed by the Executive Committee on an annual basis prior to the annual meeting at which governors are elected and appointed.

Section 2.2 Non-Voting Members. Any person who does not live within the neighborhood boundaries or any business, religious institution or any other organization which is not located within Greater Park Hill may become a member of GPHC upon the payment of such dues as set from time to time by the Board of Governors. Such members shall not have the right to vote.

Section 2.3 Rights of Members. Membership is nonassignable and nontransferable. Members have no equitable or ownership rights or interests in the assets of GPHC. The members, governors, officers and employees of the corporation are not, as such, liable for the acts, debts, liabilities or obligations of GPHC.

Section 2.4 Annual Meeting. The annual meeting of the general membership of GPHC shall be held in October of each year at a time and place to be designated by the Board of Governors at its last meeting prior to said annual meeting for the purpose of electing the Board of Governors in the manner described in 3.2, and for the transaction of such other business as may come before the meeting.

Section 2.5 Special Meetings. Special meetings of the members of GPHC may be called at any time by resolution of the Board of Governors or by 5% of the voting members.

Section 2.6 Notice of Meetings of Members. Written notice stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered in person, electronically or by mail, not fewer than ten nor more than sixty days before the date of the meeting, by or at the direction of the Chairperson or the Secretary, or the officer or other persons calling the meeting, to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered five days after its deposit in the United States mail, addressed to the member at the address as it appears on the books of GPHC, with postage thereon prepaid. Notice of special meetings shall include the purpose for which the meeting was called. Notice of any meeting may be given in the Greater Park Hill News.

Section 2.7 Quorum and Action. Five percent of the members of GPHC entitled to vote on an issue shall constitute a quorum at a meeting of members for the transaction of any business, unless otherwise required by law or these Bylaws or the Articles of Incorporation. A majority of the votes cast at a meeting of members duly called and at which a quorum is present, shall be sufficient to take action upon any matter which may properly come before the meeting unless more than a majority of votes cast is required by statute or by these Bylaws. Voting on any question or in any election may be by voice vote unless any member shall request that voting be by secret ballot.

Section 2.8 Waivers. Notice of meeting need not be given to any member who signs, before or after the meeting, a waiver of notice. The attendance of any member protesting the lack of notice of the meeting prior to the conclusion of such meeting, shall constitute a waiver of notice by such member.

Section 2.9 Proxies. Voting may not be by proxy.

Section 2.10 Action by Written Ballot. Action may not be taken without a meeting by written ballot.

Section 2.11 Liability to Third Parties. The members, officers and employees of GPHC are not, as such, liable for the acts, debts, liabilities or obligations of GPHC.

  

ARTICLE III – BOARD OF GOVERNORS

Section 3.1 General Powers. The business and affairs of Greater Park Hill Community shall be managed by its Board of Governors (also referred to as the board) which shall have those powers as specified in the Articles of Incorporation, these Bylaws and as provided by the Colorado Revised Nonprofit Corporation Act, as amended. The Board of Governors shall have overall responsibility for the financial, administrative and other policies of the organization. The Board of Governors shall have responsibility for the hiring and dismissal of the Executive Director and the establishment of his or her salary. The board shall consist of not fewer than twenty nor more than fifty persons, all of whom shall be elected or appointed as provided herein.

Section 3.2 Composition of the Board of Governors, Term of Office and Qualification. In order to maintain balance in composition, the Board of Governors shall include, as a minimum, the chairs of the Finance (who is also the Treasurer), Education, Property Use, Health and Human Services, Fund-raising, Youth Services, Community Safety and Community Planning committees (appointed by the Board of Governors), the four officers, ten governors elected by the membership from geographical areas defined by the Executive Committee pursuant to Section 7.2, six governors-at-large elected by the membership and one delegate from each participating religious institution as defined in Article II, Section 2.1 (C). The term of office for committee chairs shall be one year. In the first year, one-half of the geographical and at-large positions shall be elected pursuant to Section 6.4 to a one-year term and the other half to a two-year term. Thereafter, each half shall be elected to a two-year term. The Board of Governors shall be made up of natural persons who are eighteen years of age or older. Officers, elected governors and committee chairs shall be residents of Greater Park Hill and members in good standing of GPHC. Delegates from religious institutions shall be members in good standing of their participating religious institutions and GPHC, but need not be residents of Greater Park Hill.

Section 3.3 Regular Meetings. Regular meetings of the Board of Governors shall be held at such time and place in Colorado as may be determined by the board. Notice of the time and date of each regular meeting for the year shall be included in the Greater Park Hill News and mailed to each board member at least ten days before the first board meeting after the annual meeting of the members. A reminder notice and the agenda for the meeting shall be prepared, circulated to the board and posted at the GPHC office prior to each regular meeting.

Section 3.4 Special Meetings. The Chairperson or any three governors may call a special meeting. The Secretary shall provide at least ten days written notice of the date, time and purpose for such meeting. Presence of any governor at a meeting shall constitute a waiver of notice of such meeting except as otherwise provided by law.

Section 3.5 Quorum. A majority of the number of the Board of Governors then serving shall constitute a quorum for the transaction of business at any meeting, but if fewer than a majority are present at a meeting, a majority of governors present may adjourn the meeting or continue the meeting but take no action. Voting shall not be by proxy.

Section 3.6 Resignation. A governor may resign at any time by giving written notice of resignation to GPHC. Resignation is effective when received by GPHC unless the notice specifies a later date. If confirmed by the Executive Committee, a governor is deemed to have resigned for failing to attend three consecutive board meetings.

Section 3.7 Vacancies. In the event of a vacancy in the elected Board of Governors or committee chairs who serve on the Board of Governors between annual meetings of the membership, the Chairperson may fill the vacancy by appointment. The appointed governor shall fill the remainder of the unexpired term. If the vacancy is a governor elected to represent one of the geographical districts, any appointment shall be from that district. A vacancy in delegates from participating religious institutions may be filled only by that participating religious institution.

 

ARTICLE IV – OFFICERS

Section 4.1 General. The officers of the corporation GPHC shall be one Chairperson, a Chairperson-elect, a Secretary and a Treasurer. The term of office shall be one year.

4.1(A) Chairperson. The Chairperson shall be the principal executive officer of GPHC and shall chair the Board of Governors. He or she shall be subject to the control of the Board of Governors and shall in general supervise and control all of the business and affairs of GPHC. He or she may sign, with the Secretary or any other proper officer of GPHC authorized by the board, contracts or other instruments which the board has authorized to be executed, except in cases where the execution thereof shall be expressly delegated by the board or by these Bylaws to some other officer or agent of GPHC, or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of Chairperson and such other duties as may be prescribed by the Board of Governors.

4.1(B) Chairperson-elect. In the absence of the Chairperson, the Chairperson-elect, authorized by the Chairperson, shall perform the duties of the Chairperson and when so acting shall have all powers of, and be subject to all restrictions on, the Chairperson. The Chairperson –elect shall succeed the Chairperson in office and shall have such other powers and duties as may be assigned to him or her by the Chairperson or the Board of Governors.

4.1(C) Secretary. The Secretary shall keep, at the main office of GPHC, the minutes of the proceedings of the meetings of the members and of the Board of Governors in one or more books provided for that purpose. He or she shall see that all notices are duly given in accordance with the provision of these Bylaws or as required by law. He or she shall be the custodian of the corporate records, the execution of which on behalf of GPHC is hereby authorized. In general he or she shall perform all duties incident to the office of Secretary and such other duties assigned to him or her by the Chairperson or by the Board of Governors.

4.1(D) Treasurer. The Treasurer shall have custody of the corporate funds and shall keep full and accurate accounts of receipts and disbursements in the corporate books. He or she shall deposit all money and other valuables in the name and to the credit of GPHC in such depositories as may be designated by the board and disburse the funds of GPHC as may be ordered or authorized by the board and preserve proper vouchers for such disbursements. He or she shall render to the Chairperson and board at the regular meetings of the board or whenever the board requires it, an account of all his or her transactions as Treasurer and of the financial condition of GPHC, and he or she shall render a full financial report at the annual meeting of the members if so requested. The Treasurer shall be furnished, at his or her request, with such reports and statements as he or she may require from the corporate officers and agents as to all financial transactions of GPHC. In general, he or she shall perform all duties given to him or her by these Bylaws or assigned to him or her by the Board of Governors or by the Chairperson.

Section 4.2 Election and Term of Office. The officers shall be elected by the Board of Governors at its first regular meeting following the annual meeting of the members, and shall hold office for one year until their successors have been duly appointed and qualified.

Section 4.3 Assistant Officers. The Board of Governors may appoint (or delegate to the Chairperson the right to appoint) such other offices or agents as may be necessary or desirable for the business of GPHC.

Section 4.4 Delegation of Duties. Officers may delegate duties to GPHC staff and contractors where appropriate.

Section 4.5 Vacancies. Vacancies in any office arising from any cause shall be filled as soon as possible by the Board of Governors at any regular or special meeting of the Board of Governors.

Section 4.6 Compensation. The officers shall not be compensated for serving GPHC in such capacity.

 

ARTICLE V – COMMITTEES

Section 5.1 Finance Committee. There shall be a Finance Committee which shall be comprised of the Treasurer, who shall serve as chair, the Executive Director and others as designated by the board. The GPHC budget shall be prepared by the Finance Committee under the direction of its chair, who shall assure consideration of member input in the budgeting process. The proposed budget shall be presented to the Board of Governors, which is responsible for adoption of the budget. The Finance Committee shall assume such other duties delegated to it by the Board of Governors.

Section 5.2 Education Committee. There shall be an Education Committee comprised of a chair as designated by the Board of Governors and such other members of GPHC who are interested in serving. The Education Committee shall provide input and make recommendations to the board about the state of the schools in Greater Park Hill. The chair of the Education Committee shall represent the committee as a voting member of the Board of Governors pursuant to Section 3.2. The Education Committee shall assume such other duties as delegated to it by the Board of Governors.

Section 5.3 Property Use Committee. The Property Use Committee shall advise and make recommendations to the Board of Governors regarding nuisance abatement, zoning variations and liquor licenses that may promote a positive and equitable climate for living and working in Greater Park Hill. The Property Use Committee shall consist of a chair as designated by the Board of Governors and such other members of GPHC who are interested in serving. The committee shall strive for geographic diversity in its membership. The chair of the Property Use Committee shall represent the committee as a voting member of the Board of Governors pursuant to Section 3.2. The Property Use Committee shall assume such other duties as delegated to it by the Board of Governors.

Section 5.4 Health and Human Services Committee. There shall be a Health and Human Services Committee which shall be responsible for emergency care and the food shelf, mental and physical health care, social services and community resources. It shall advise the Board of Governors as to the status of these programs and make recommendations as necessary. The Emergency Care and Food Shelf and Health and Human Service Coalition shall operate as separate subcommittees under this committee’s jurisdiction. The chair of the Health and Human Services Committee shall represent the committee as a voting member of the Board of Governors pursuant to Section 3.2. The Health and Human Services Committee shall assume such other duties as delegated to it by the Board of Governors.

Section 5.5 Fund-Raising Committee. There shall be a Fund-Raising Committee which shall develop ideas and advise the board on ways of raising revenue for GPHC. The chair of the Fund-Raising Committee shall represent the committee as a voting member of the Board of Governors pursuant to Section 3.2. The Fund-Raising Committee shall consist of a chair as designated by the Board of Governors and such other members of GPHC who are interested in serving as well as appropriate staff (all staff shall be non-voting).

5.5(A) Home Tour. The Fund Raising Committee shall include, as a sub-committee, the Home Tour Committee which shall advise the board on running the home tour event and work with the GPHC staff and Board of Governors to maximize GPHC’s efforts in this area.

5.5(B) Membership. The Fund-Raising Committee shall include, as a subcommittee, the Membership Committee which shall advise the board on membership development and retention.

5.5(C) Other Duties. The Fund-Raising Committee shall assume such other duties delegated by the board.

Section 5.6 Youth Services Committee. There shall be a Youth Services Committee which shall be responsible for maintaining the summer employment and urban garden programs and advising the Board of Governors as to the status of these programs and make recommendations as necessary. The Youth Services Committee shall consist of a chair as designated by the Board of Governors and such other members of GPHC who are interested in serving. The chair of the Youth Services Committee shall represent the committee as a voting member of the Board of Governors pursuant to Section 3.2. The Youth Services Committee shall assume such other duties delegated to it by the Board of Governors.

Section 5.7 Community Safety Committee. There shall be a Community Safety Committee which shall be the liaison to the community police, public safety agencies and organizations, and sector leaders. This committee shall advise the Board of Governors as to the status of these programs and make recommendations as necessary. The Community Safety Committee shall consist of a chair as designated by the Board of Governors and such other members of GPHC who are interested in serving. The chair of the Community Safety Committee shall represent the committee as a voting member of the Board of Governors pursuant to Section 3.2. The Community Safety Committee shall assume such other duties as delegated to it by the Board of Governors.

Section 5.8 Community Planning. There shall be a Community Planning Committee which shall keep itself apprised of transportation plans and issues, plans proposed by the Denver Parks and Recreation Department, plans for the development of Stapleton and housing issues in GPHC and surrounding communities. The committee shall keep the Board of Governors aware of proposals that may affect GPHC and make recommendations for action that the Board of Governors may wish to take. The Community Planning Committee shall consist of a chair as designated by the Board of Governors and such other members of GPHC who are interested in serving. The chair of the Community Planning Committee shall represent the committee as a voting member of the Board of Governors pursuant to Section 3.2. The Community Planning Committee shall assume such other duties as delegated to it by the Board of Governors.

Section 5.9 Public Information Committee. There shall be a Public Information Committee which shall provide input and make recommendation to the board about policies pertaining to publication of the Greater Park Hill News. The committee shall make recommendations to the board about how to clarify and improve the reputation of Park Hill both to the community itself and to the outside world. The Public Information Committee shall consist of the editor(s) of the Greater Park Hill News and such other members of GPHC who are interested in serving. The chair of the Public Information Committee shall be designated by the Board of Governors and shall represent the committee as a voting member of the Board of Governors pursuant to Section 3.2, except that if the chair of the committee is a paid managing editor of the Greater Park Hill News, the chair shall not vote on any matter relating to the Greater Park Hill News.

Section 5.10 Human Relations Committee. Because maintaining and improving individual and group human relations has always been a necessity in this community, there shall be a Human Relations Committee. The Human Relations Committee shall consist of a chair as designated by the Board of Governors and such other members of GPHC who are interested in this field. The chair shall represent the committee as a voting member of the Board of Governors pursuant to Section 3.2. The committees duties shall be (1) to devise and sponsor educational programs, including expert guest speakers, multi-media presentations and interactive forums, to teach resident youth and adults how to deal with human relations problems and motivate them to work to improve such relations in Park Hill; (2) to advise the board on ways to improve relations between the racial, ethnic and religious groups in the community and advise the board of any threats to good relations which may arise, with suggestions on how to deal with then; and (3) collect, arrange for and publish research data on resident opinions and the state of human relations in Park Hill, and in Denver, the state and nation as relations elsewhere may impact on Park Hill.

Section 5.11 Block Workers Committee. The Block Workers Committee shall include a chair as designated by the Board of Governors and such other members of GPHC who are interested in serving. The chair shall represent the committee as a voting member of the Board of Governors pursuant to Section 3.2. The Block Workers Committee shall serve as conduits of human relations information between the Board of Governors and residents of the community and shall advise the board on the status of block workers.

Section 5.12 Other Committees. The Chairperson shall have the authority to appoint such other committees from the board and/or membership as the Chairperson or the board may establish. It shall be the policy of GPHC from time to time to appoint and encourage the activities of special committees on the various major or special problems of the community, whose duties it shall be to keep informed on the civic and municipal condition in their respective fields and see that the same are given discussion, publicity and intelligent understanding by the members and the public. Such committees shall have such powers and duties as the Chairperson or board deem necessary to accomplish specific tasks.

 

ARTICLE VI – BOARD DEVELOPMENT COMMITTEE AND BOARD ELECTIONS

Section 6.1 Board and Committee Chair Development. The Board Development Committee shall consist of the Chairperson, the Chairperson-elect and such other individuals as the Chairperson is able to recruit. The Board Development Committee shall be responsible for recruitment and nomination of committee chairs and governors and shall engage in leadership development throughout the organization. The Board Development Committee shall consider diversity in recruiting nominees and appointees. The Board Development Committee shall be responsible for board orientation for newly elected governors, as well as planning and implementing the yearly board retreat and other board training activities.

Section 6.2 Recruitment of Committee Chairs. The Board Development Committee shall seek input from the Finance, Education, Public Use, Health and Human Services, Fund-raising, Youth Services, Community Safety and Community Planning committees when recruiting chairs for their respective committees. These nominees shall be presented as a slate to the Board of Governors for appointment.

Section 6.3 Recruitment and Nomination of Candidates for Elected Positions. The Board Development Committee shall further recruit nominees for vacancies in the geographical and governor-at-large seats. The committee shall present to the Secretary, at least sixty days before the annual membership meeting, a list of candidates for governors to be elected by the membership. The list of candidates shall be divided into geographical areas according to Section 3.2. The Secretary shall give publicity to these nominations by notice in accordance with Section 2.6 of these Bylaws. At any time before the annual meeting, by submitting the name to the Secretary, any member may be nominated by another member. Any member may also be nominated from the floor at the annual meeting. The Board Development Committee is not required to submit more names than the number of vacancies.

Section 6.4 Conducting Election. At the annual meeting of the members, a ballot shall be presented to the members, divided into geographical areas. All members shall be instructed to vote for one person in each area plus the three additional candidates required to fill the at-large positions. The candidate from each geographical area who receives the highest number of votes shall be elected from the area. After the geographical positions are filled, the candidates with the next three highest numbers of votes shall be elected governors-at-large.

 

ARTICLE VII – EXECUTIVE COMMITTEE

Section 7.1 Membership. The Executive Committee shall consist of the Chairperson, Chairperson- elect, Treasurer, Secretary and such other persons as the Chairperson appoints, who are voting members of GPHC.

Section 7.2 Geographical Areas. The Executive Committee shall draw the boundaries of the ten geographical areas from which representatives to the Board of Governors shall be elected. They may use census information, city maps or other tools to help them draw boundaries which may be similar in geographic or population size.

Section 7.3 Powers. Between meetings of the Board of Governors, the Executive Committee shall be empowered to do all acts and perform all functions which the Board of Governors may itself perform, as well as perform such acts or functions as are necessary for the operation and management of GPHC. The Executive Committee shall set the agenda for the upcoming board meeting.

Section 7.4 Limits. The Executive Committee shall carry out the policy of GPHC as may be established by the Board of Governors. The Executive Committee shall not countermand actions taken by the Board of Governors and shall be bound by specific instructions given to it by the Board of Governors.

  

ARTICLE VIII – DUES, CONTRACTS, CHECKS, DEPOSITS

Section 8.1 Dues and Fees. The Board of Governors shall have the authority to assess dues and fees in amounts as it may from time to time establish and to use the money so collected to pay for operating expenses and any other purpose it by appropriate resolution may direct.

Section 8.2 Contracts. The Board of Governors may authorize any officer or officers, agent or agents of GPHC, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of GPHC. Such authority must be in writing and may be general or confined to specific instances. The Board of Governors must also approve and authorize any contract in excess of $15,000.

Section 8.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness shall be issued in the name of GPHC and in such manner as shall from time to time be determined by resolution of the Board of Governors. In the absence of such determination by the Board of Governors, such instruments shall be signed by the Treasurer and countersigned by the Chairperson of GPHC.

Section 8.4 Deposits. All funds of GPHC shall be deposited from time to time to the credit of GPHC in such banks, trust companies or other depositories as the Board of Governors may select.

Section 8.5 Gifts. The Board of Governors may accept on behalf of GPHC, any contribution, gift, bequest or devise for the general purpose or for any special purpose of GPHC.

  

ARTICLE IX – OFFICE AND BOOKS

Section 9.1 Office. The GPHC office shall be located at such place as the Board of Governors may from time to time determine.

Section 9.2 Books. There shall be kept at the GPHC office, correct books of account of the activities and transactions of GPHC, including a minutes book, which shall contain a copy of the Articles of Incorporation, a copy of these Bylaws and all minutes of the meetings of the Board of Governors.

Section 9.3 Fiscal Year. The fiscal year of GPHC shall be January 1 to December 31.

 

ARTICLE X – AMENDMENTS

Proposed amendments to the Articles of Incorporation or the Bylaws shall be submitted to the Board of Governors by written notice of a special meeting setting forth the proposed amendment or a summary of the changes to be effected thereby within the time and in the manner provided in Section 2.6 of these Bylaws. The proposed amendment shall be adopted upon receiving two-thirds of the votes at a meeting of a quorum of the members or by ballot.

 

ARTICLE XI – INDEMNIFICATION AND RELATED MATTERS

GPHC may indemnify a person made a party to a proceeding because the person is or was a governor, officer, employee, fiduciary or agent of GPHC against liability incurred in the proceeding pursuant to the Colorado Nonprofit Corporation Code.

 

ARTICLE XII – NONDISCRIMINATION

Section 12.1 Membership and Services. GPHC shall not unlawfully discriminate against any applicant for membership because of race, creed, color, national origin, sex, marital status, sexual orientation, religion, ancestry, mental or physical handicap or age in offering any of its services, including but not limited to, admission to any meeting or events.

Section 12.2 Employment. GPHC shall not unlawfully discriminate against any employee or applicant for employment on the basis of the above characteristics with respect to all aspects of employment, compensation and training.

Section 12.3 Other. In the event GPHC contracts with other entities to provide services, or accepts funding from them, the nondiscrimination requirements of these entities shall additionally be adopted automatically if they are more detailed or extensive than these Bylaws provide.

 

ARTICLE XIII – DISSOLUTION

Section 13.1 Proposal to Dissolve. The Board of Governors shall adopt a proposal to dissolve and shall communicate its recommendation or the basis for its determination to the members. Notice shall be given in accordance with Section 2.6 and action shall be taken by a majority of a quorum in accordance with Section 2.7.

Section 13.2 Disposition of Assets. Upon dissolution of GPHC, the Board of Governors shall, after paying or making provision for the payment of all liabilities of GPHC, dispose of all of the assets of GPHC exclusively for the purposes of GPHC in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Governors shall determine. Any such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of GPHC is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

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