Below is a transcribed version of the original HPIA Amended By-Laws document.
Amended By-Laws The Harvey Park Improvement Association, Inc.
Meeting of Members
Section 1. The annual meeting of this corporation shall be held on the first Wednesday in May of each year. In addition to all other business which may properly come before such meeting, the first order of business of such meeting for those directorships with terms expiring on or before said annual meeting as follows: The Board of Directors shall consist of eight members, said members to serve for a term of three years; eight members, said members to serve a term of two years; and eight members, together with one member at large, said members to serve for a term of one year. In the event a vacancy shall occur in the Board of Directors prior to the annual meeting, the Board of Directors shall fill the position so vacated by the appointment of a member of the association, and said appointee shall thereafter serve for the balance of the unexpired term. At least two months prior to the annual meeting, the Board of Directors shall select a nominating committee, which shall have the duty of proposing a complete slate of nominees for all directorships to be filled by election at the annual meeting. All nominees shall reside within the boundaries of the corporation. Additional nominations for directorships may be made by any member from the floor during said annual meeting. Any nominee receiving a majority of the votes cast shall be deemed elected to the Board of Directors and shall take office immediately upon the announcement of the result of said election by the Chairman of such meeting. The Chairman of the incumbent Board of Directors shall serve as Chairman of said annual meeting and as Chairman of the meeting of the Board of Directors which shall be convened immediately after the annual meeting, on that same date, at which time the Board of Directors shall elect the officers of the corporation for the ensuing year, as provided in Article II of these By-Laws.
Section 2. Cumulative and proportional voting shall not be allowed. Voting by proxy is prohibited.
Section 3. The order of business at any regular or special meeting of the Board of Directors of this corporation, except as herein-above provided and subject, always, to the proviso that the members of the Board of Directors, at any of their meetings may, by two-thirds affirmative vote, suspend the order of business as hereinafter set forth, shall be as follow:
- Call to order.
- Roll call.
- Nomination and election of officers as provided in Section 1, above.
- Appointments to vacated offices or directorships.
- Reading of minutes.
- Treasurer’s report.
- Zoning committee report.
- Reports of public officials in attendance.
- Reports of officers.
- Reports of standing committees.
- Reports of special committees.
- Old or unfinished business.
- New business.
- Resolutions and motions.
- Miscellaneous business.
Section 4. Procedure and order of business at all meetings shall be governed by Robert’s “Rules of Order,” except as herein otherwise provided.
Section 5. Meetings of the members of the association shall be called by the Chairman of the Board of Directors at the direction of the Board or upon the request of fifty percent of the members of the association.
Section 6. The place and time of all regular and special meetings of the members shall be set and published to all members and directors in such manner as the Board may prescribe. The Board, to insure proper notice to all members, shall employ every media of communication available to give the widest possible circulation to the notice of such meetings to the members.
Section 7. All business which may properly come before the members at any regular or special meeting may be acted on officially by those members in attendance pursuant to notice to the membership as set out above.
The Board of Directors
Section 1. The management, control and government of this corporation shalf be vested in its Board of Directors, which consists of twenty-five members. The Board shall convene a regular meeting immediately after the annual meeting of the members, on the same date, and shall elect the officers of the corporation for the ensuing year. The Board shall regularly meet thereafter on the first Wednesday of each month, except in the months of July and August and shall, in addition, meet as often as the Board Shall deem necessary and proper upon call of the Chairman thereof and/or seven members of the Board upon due notice to all members of the Board, unless and in the event notice be waived by the members of the Board; that in addition to the foregoing provisions relating to the call of special meetings at such times during the year when the Board of Directors does not meet in regular session, or when the provisions for the call of special meetings are inadequate as determined by the President because of matters emergent due to time constraint, the President and/or the Secretary shall be authorized to personally calf upon such members of the Board of Directors as may be available in the city, in no case less than three members of the Board, and to take such action on behalf of the Board as may be indicated, all in strict conformance with the By-Laws of the corporation, the Ordinances of the City and County of Denver, and the laws of the State of Colorado.
Section 2. Ten members of the Board of Directors shall constitute a quorum except as specially
Section 3. The Board of Directors shall preserve, protect and promote the interests of the corporation and its members and shall be responsible for formulating the general policy of the corporation in accordance with the will of the majority of members, and at the same time, preserve and protect the interests of the minority of the members. The Board shall supervise all transactions of the corporation and the conduct and work of the officers of this corporation. The Board shall require an annual audit of the books and records of the Treasurer and at such other periodic intervals as the Board may direct.
Section 4. The Board of Directors shall have full and complete powers in the control and management of the affairs of this corporation.
Section 5. Three successive absences from regular Board meetings by an officer or director, without valid excuse, shall be considered refusal to serve, and the Board shall fill such vacant office by appointment, as herein provided.
Section 1. The officers of this corporation shall consist of a President, Vice-President, Secretary, and a Treasurer, and of such additional officers, as the Board may deem needful. The Board shall elect such officers, as provided above and shall, in the event of any vacancy created as a result of death, resignation, incapacity or other cause, and within a reasonable time thereafter, select and qualify a successor.
President and Chairman of the Board of Directors
Section 2. The duly elected President shall act as the general executive officer of the corporation. The President, by and with the advice and consent of the Board of Directors, shall appoint such nonelective officers, employees and committees as may be deemed necessary. The President shall make such further appointments and shall have such further duties as the Board may determine and direct. The President of the corporation shall also be Chairman of the Board of Directors.
Section 3. It shall be the duty of the Vice-President to perform the functions of the President in the event of his or her absence, resignation, disability or death. The Vice-President shall discharge such other and further duties as the Board may prescribe.
Section 4. The Secretary shall have charge of all the records, documents and papers belonging to
the corporation, other than financial records. The Secretary shall conduct the official correspondence of the corporation as directed by the President and shall keep records and minutes of the proceedings of the Board of Directors meetings and of all annual and special meetings of the members of the association. The Secretary shall be elected annually as provided and shall, in addition, serve as an ex-officio member of the Board of Directors.
Section 5. The treasurer shall be in charge of all financial books, records and papers of the
corporation; shall receive and deposit all monies of the corporation at a depository selected by the Board and shall payout the same by check or draft, countersigned by such officers as the Board may direct. The Treasurer shall make regular reports at each regular meeting of the Board and at such other times as the Board may require.
Official Insignia of the Corporation
Section 1. This corporation shall have such official insignia and seals as have been adopted and officially approved by the corporation and, when required, duly registered with the proper authorities of the City and County of Denver, the State of Colorado and the United States Government.
Section 1. All amendments of the By-Laws shall be effected as follows:
All proposed amendments shall be submitted in writing to the President and Secretary and shall be read at the first regular meeting of the Board thereafter. A vote to adopt or reject the proposed amendment shall be taken at the following regular meeting of the Board or at a later regular meeting as determined by a vote of two-thirds of the members of the Board then present and voting at such meeting shall be required to adopt a proposed amendment. The said written proposed amendment shall be either adopted or rejected as submitted and no changes or amendments to the said written proposed amendment shall be entertained or allowed. A quorum of ten members of the Board of Directors in attendance, as provided in Article II, Section 2, shall be required.
Political Endorsements Forbidden
Section 1. The Harvey Park Improvement Association, Inc. shall not endorse any candidate for any municipal, state or federal office.
Section 1. Honorary Membership of this association shall be classed as Associate Honorary Membership, or Honorary Membership. The Board of Directors may confer an Associate Honorary Membership upon a resident of Harvey Park. Such Associate Honorary Membership shall not have power to vote and shall have the right to participate only in social functions of the association. The Board of Directors may confer purely Honorary Membership in this association upon persons whose character, conduct or services rendered to the community are of an exemplary nature or of great benefit to the Harvey Park area.