Article I. NAME
Section 1-1. Name: The name of this organization shall be the Ruby Hill Neighbors, referred to hereinafter as RHN.
Article II. PURPOSE
Section 2-1. Purpose:
- To foster a spirit of community by finding positive, supportive means to meet the human and social needs that exist among the residents and business of the neighborhood.
- To preserve and enhance the character of our neighborhood by undertaking such activities as community-based planning to act as a guide in decisions made by the City and County of Denver, the Denver School Board and other institutions of the city.
- To aid in promoting a sense of security for all residents of the neighborhood by developing methods for dealing with and combating crime.
- To work with other organizations and the City and County of Denver in carrying out the aforementioned purposes, and to serve as a coordination center for community resident’s concerns.
Article III. MEMBERSHIP
Section 3-1. Membership: There shall be three categories of membership:
Regular member shall be any person eighteen years or older, who rents or owns property in the RHN geographic area as defined below, and who has paid annual membership dues as required for the current fiscal year.
Organizational member shall be any club, church, business, educational institution, or other organization (except a neighborhood association registered with the City and County of Denver) located in the RHN area as defined below, which wishes to support RHN and has paid annual membership dues for the current fiscal year.
Senior member shall be any person sixty-five and over, who rents or owns property in the RHN geographic area as defined below, and who has paid annual membership dues as required for the current fiscal year. All seniors living at one address shall pay one annual household dues; each senior is entitled to one vote.
Associate member shall be any person or organization wishing to support the activities of RHN, but does not live in or own property in the geographic area of RHN. Associate members shall pay annual membership dues and receive the RHN official communication.
Section 3-2. Voting Rights: Each regular and organizational member of RHN shall have one vote, and shall have full voting rights at all RHN General Membership meetings. Associate members shall not have voting rights. Organizational members shall have one vote exercisable by an individual it designates in writing to the secretary of RHN.
Except for the initial membership meeting, in order to be eligible to vote, a member shall have paid in full all membership dues at least 30 days prior to the date of any General Membership meeting.
Section 3-3. Dues: A schedule of dues shall be established by the Board.
Section 3-4. Geographic Boundaries: The geographic boundaries of the RHN area are defined as Mississippi Avenue on the north, Evans Avenue on the south, Platte River Drive on the east, and Federal Boulevard on the west; all in the City and County of Denver, Colorado.
Articles IV. BOARD OF DIRECTORS
Section 4-1. Powers: The management, control and government of this organization shall be vested in a Board of Directors. The Board of Directors shall preserve, protect, and promote the interests of the association and its members. The Board shall supervise all transactions and the conduct and the work of officers of this association.
Section 4-2. Membership: The board of Directors shall consist of those officers defined in Article V, and not more than five directors elected by the general membership. The five directors shall include at least one director from each of the four quadrants within the RHN geographic area. The quadrants shall be the areas created by dividing the neighborhood into four approximately equal parts. If there is no RHN member from a specific quadrant who is willing to serve on the Board, a director from another quadrant may be elected.
Section 4-3. Terms of Office: The term of office for Directors shall be for one year with the exception of the initial terms, which will be for one year and five months. The terms will begin following the election. The officer in office will “term out” after three consecutive terms.
Section 4-4. Vacancies: Vacancies on the Board of Directors shall be filled by appointment by the Board from among voting membership for the completion of a term of office.
Section 4-5. Cause for Removal: Failure to attend three consecutive meetings of the Board of Directors during a term of office shall automatically remove any Director, and a vacancy shall be declared to exist, and be filled in accordance with these By-laws; except the Board may, at its discretion, waive the application of this requirement in an individual case.
Section 4-6. Quorum: A quorum of the Board of Directors shall be a majority of the Board. All actions of the Board shall be only by vote of those present or by a telephone poll as defined in Section 4-8 below.
Section 4-7. Fiscal Expenditures: The Board shall have the power to authorize expenditures up to $250.00 for a single purpose on its own. Notification of a proposed expenditure of more than $250.00 for a single purpose shall be given to the general membership in the RHN communication. At the next General Membership meeting, the expenditure may be authorized by a majority vote of the general membership (See Section 6-5). An emergency expenditure of more than $250.00 for a single purpose may be made by the Board and reported to the general membership at the next General Membership meeting.
Section 4-8. Direct Communication Polling: Direct Communication Polling may be used to obtain and record the preferences of Board members on an issue, if every reasonable method is used to notify each Board member, and responses are obtained from not less than majority of all Board members. A written log of those who respond shall be maintained by the secretary of all contacts and attempted contacts, and include date, time, telephone number, summary of discussion (if any) and votes (if any).
Article V. OFFICERS
Section 5-1. Offices, Duties and Eligibility: The officers of RHN shall be president, vice-president, recording secretary, membership secretary, treasurer, and Past president. No officer may hold more than one office at the same time. No officer or board member of any other neighborhood organization registered with the City and County of Denver shall be permitted to serve as an officer or board member of RHN. The officers shall perform the duties prescribed by these By-laws and by the parliamentary authority adopted by the association, and such other duties as may from time to time be assigned by the Board or the president. There may be up to two representatives per position.
Section 5-2. Election of Officers: The officers of RHN shall be elected in accordance with Section 8-4, annually from the membership at the same time and in the same manner as the members of the Board of Directors are elected, at the annual Election meeting (see Section 6-2).
Section 5-3. President: The president shall be the principal executive officer. Subject to the control of the Board, he or she shall, in general, manage all of the business affairs of RHN. The president shall, when present, preside at all meetings of the membership and of the Board. The president shall perform all other duties as may be prescribed from time to time by the Board. The president shall be responsible for all correspondence.
Section 5-4. Vice-President: The vice-president shall be the liaison with the RHN community including the quadrant leaders. The vice-president shall act as an aide to the president. In the absence of the president, or in the event of the president’s death, resignation, or inability or refusal to act, the vice-president shall have all the powers and be subject to all of the restrictions applicable to the president.
Section 5-5. Recording Secretary: The Recording Secretary shall keep minutes of the proceedings of the membership and of the Board, keep all documents and records pertaining to the operation and activities of RHN, including the direct communication polling log, and file all reports required pursuant to law. The Recording Secretary may use a recorder to take minutes of meetings.
Section 5-6. Membership Secretary: The Membership Secretary shall keep a current record of mailing addresses of each member. He or she shall also maintain a current list of all voting members, and be responsible for having the list available at General Membership meetings, for the purpose of verifying the eligibility of voting members. The list of eligible voters must be entrusted to another officer if the Membership Secretary is unable to attend a meeting where a vote of the membership shall be taken.
Section 5-7. Treasurer: The Treasurer shall take custody of all funds and other assets of RHN, open and maintain a bank account or accounts in the name of RHN, place all funds or other assets of RHN in such accounts as the Board may direct, disburse such funds or other assets as the Board directs, keep accurate and complete financial records of RHN, collect all monies due RHN, and pay routine bills and expenses of RHN with specific resolution of the Board (but subject to the ratification of the Board).
Section 5-8. Past President: The director-at-large duties are directed by the president to facilitate coordination with in the association
Article VI. MEETINGS
Section 6-1. General Membership Meetings: The monthly meetings of the members of RHN shall be held on the third Tuesday of each and every month unless otherwise notified. RHN shall receive reports of officers and committees, and for any other business properly before the membership.
Section 6-2. Election Meeting: The November meeting shall be the annual election meeting.
Section 6-3. Notice: Notification of the meetings listed above shall be by written notice stating time, date, and place of meeting. Notice shall be given in the RHN communication.
Section 6-4. Special Meetings: Special meetings of the general membership for any purpose may be called by the president, and shall be called upon written or verbal request of five members of the Board or 20 voting members of RHN. Notification shall be by RHN communication, or by flyer received at least 24 hours in advance of the meeting.
Special meetings of the Board may be called by the president, and shall be called upon the written or verbal request of three members of the Board. Notification, which may be given verbally, shall be given at least 24 hours in advance of the meeting. Notification of special meetings shall contain time, date, place, and purpose. Only such subjects as are stated in the notice shall be considered.
Section 6-5. Quorum: A quorum at any General Membership meeting shall consist of 20 voting members, including the Board members.
Article VII. COMMITTEES
Section 7-I. Creation: The Board may create such committees as it deems appropriate to the purposes of RHN. Creation of any committee shall be announced at the next General Membership meeting and in the RHN communication.
Section 7-2. Chair: At the time of creation of a committee, the Board shall designate either a Chair or a convener of the committee. If necessary, the committee shall elect a chair from among its membership, subject to Board approval. The chair shall serve at the pleasure of the Board.
Section 7-3. Membership: Members of committees shall be those voting members of RHN who volunteer to serve on the committee, and any other persons appointed by the president or the Board to the committee.
Article VIII. ELECTIONS
Section 8-1. Eligibility for Nomination: After six months of active membership, any voting member of RHN is eligible for nomination as a candidate for election as an officer or member of the board of directors of RHN.
Section 8-2. Nominating Committee: The Board shall appoint a nominating committee of three members. The duties of the committee shall include:
- Accept nominations
- Contact and explain the duties of the office to each nominee, and make a ballot of those who accept
- In the absence of a nominee for a position, the nominating committee shall make a nomination.
- Report the list of nominees to the general membership.
- This list shall, and a short biographical sketch may, be provided to the RHN area.
Section 8-3. Election Judges: Election judges shall be appointed by the president. No nominee shall also be a judge. Duties include:
- Distribute ballots to the general membership in attendance at the annual November election meeting, collect and tally the completed ballots.
- See that the names of newly elected officers and directors are pub1ished in the next RHN communication.
- Report election results to the president.
Section 8-4. Election: Two months prior to the annual November election meeting, nominations for officer and board members will be taken from the floor. One month prior to the annual November election meeting the nomination committee will report to the general membership those nominees who have accepted. A list shall, and a biographical sketch may, be published in the RHN communication. At the annual November election meeting all nominees will be introduced. Voting members will then be given ballots for the election. Balloting shall continue until the officers and board members are elected by a majority vote. It is the responsibility of the incumbent President to announce the election results at the meeting. If the office is unopposed, a vote by applause may be used in place of a ballot.
Article IX. SPECIAL PROVISIONS
Section 9-1. Parliamentary Authority: The rules contained in the current Robert’s Rules of Order, Newly Revised shall govern the conduct of the association. all cases to which they are applicable, and in which they are not inconsistent with articles of incorporation, if any, of the Association, these By-laws, any special rules of order the Association may adopt, any statutes applicable to the Association.
Section 9-2. Open Meetings: All meetings, including those of the Board and all committees, shall be open to the public.
Section 9-3. Voting: There shall be no proxy or absentee voting on any action taken at any meeting of RHN, including Board, General Membership and committee meetings.
Section 9-4. Inspection of Books and Records: All members of RHN or their duly authorized representatives shall be permitted to inspect all books and records, including minutes of all meetings and all votes taken, of RHN for any proper purpose at any reasonable time. Membership records shall, however be considered and held confidential, except insofar as limited disclosure is necessary to the ordinary business of the association.
Section 9-5. Compensation: No officer, Board member, committee chair or member shall receive any compensation from RHN for their services, except that the Board may by proper resolution, order reimbursement for any expenses incurred on behalf of RHN
Section 9-6. Reports to the Membership: Any public endorsements, actions or recommendations made on behalf of RHN by the Board, any officer, committee or agent of RHN shall be reported to the membership at the next General Meeting and in the newsletter if the action involves the name of RHN directly or indirectly. No action taken by RHN shall contain the name of any member without his or her consent.
Section 9-7. Checks, Drafts, Etc.: All checks, drafts and other orders for payment of money, notes, or other evidence of indebtedness issued in the name of RHN shall be signed by two officers of RHN, in such a manner as shall from time to time be determined by the Board.
Section 9-8. Fiscal Year: The fiscal year of RHN shall begin on the first day of January and end on the 31st day of December each year.
Section 9-9. Newsletter: A newsletter shall be established for the purpose of advising RHN members of meetings, actions and other news and shall be published on a schedule established by the Board and distributed to the general membership.
Article X. ADOPTION AND AMENDMENTS
Section 10-1. Adoption: These By-laws shall be adopted at an organizational meeting to be held for that purpose. Adoption of these By-laws requires the affirmative vote of two-thirds of those persons eligible to be regular or organizational members of RHN.
Section 10-2. Amendments of By-laws: These By-laws may be amended at any General Membership meeting by a two-thirds majority of those members present and voting, provided that the proposed amendments were published in the RHN communication together with the notice of the meeting.