ARTICLE I - OFFICES
Section 1.1 Principal Office. The principal office of the Association in the State of Colorado shall be located in unincorporated South Jefferson County.
Section 1.2 Registered Office. The registered office of the Association, required by the Colorado Nonprofit Corporation Act to be maintained in the State of Colorado, may be, but need not be, identical with the principal office in the State of Colorado, and the address of the registered office may be changed from time to time by the board of directors.
Section 1.3 Area Description. The Association area shall be defined as: Kipling Villas Filing One (1) and Two (2), County of Jefferson, State of Colorado.
ARTICLE II - OBJECTIVES
Section 2.1 Objectives.
To encourage interest and participation in civic and community affairs for the welfare of the residents of Kipling Villas.
To provide information of general community concerns.
To promote the general well being of the community and of the Members of this Association.
To participate in such other activities as may from time to time be determined by the Association as worthy of community interest and control.
ARTICLE III - MEMBERSHIP
Section 3.1 Definitions.
"Active Member" is defined as representing one individual property within the Area Description for Kipling Villas with at least one property owner/resident residing therein, being of legal age, and having paid that household's membership dues to the Association for the current calendar year.
"Non-Active Member" means any property within the Area Description for Kipling Villas for which membership dues have not been paid by that household to the Association for the calendar year.
"Contributing Member" means any person or business that voluntarily wants to contribute to the Association.
"Transfer of Membership". Membership in the Association is not transferable or assignable.
Section 3.3 Resignation. Any Active Member may resign by filing a written resignation with the Secretary, but such resignation will not entitle the resigning Active Member to any refund of any portion of Association dues paid for the current calendar year.
Section 3.4 Reinstatement. Upon written request signed by a former Active Member and filed with the Secretary, the board of directors may, by the affirmative vote of two-thirds of the members of the board, reinstate such former Active Member to active membership status for the current calendar year.
ARTICLE IV - DUES
Each Active Member household of the Association shall voluntarily pay annual dues for that particular fiscal year. If a household defined by the Area Description for Kipling Villas desires to obtain active membership status at any time during the fiscal year, that household shall pay the current dues, giving that Active Member household voting rights for the remainder of the fiscal year. The board of directors may determine from time to time the amount of annual dues payable to the Association. As of January 2014, the annual dues is $35.
ARTICLE V - FISCAL YEAR
The fiscal year of the Association shall end on the last day of April, and begin on the first day of May in each calendar year.
ARTICLE VI - MEETINGS
Section 6.1 Annual Meetings. For the purpose of electing directors and for the transaction of such other business as may come before the meeting, the annual meeting of the general membership shall be held on the first Tuesday in May of each year, at such time or on such other day as shall be fixed by the board of directors.
Section 6.2 Regular Meetings. A regular meeting of the board of directors shall be held quarterly on the first Tuesday of the months of February, May, August, and November. Notice of these meetings shall be published in the quarterly edition of the Kipling Villager and which shall also be posted in conspicuous locations within Kipling Villas, publicizing a specified place and time. Such meetings shall be open for attendance by the general membership.
Section 6.3 Special Meetings. Special meetings of the board of directors may be called by or at the request of the President or any two directors. Reasonable notice shall be given board members prior to each special meeting. The notice of a special meeting shall specify the time and place of the meeting and shall state the business to be transacted.
Section 6.4 Place of Meetings. Unless otherwise designated in writing by the board of directors, Lilley Gulch Recreation Center is the place for any regular, annual or special meeting to be held.
Section 6.5 Notice of Meeting. Written notice stating the place, day and hour of the monthly meeting shall, unless otherwise prescribed by statute, be published in the preceding issue of the Kipling Villager.
Section 6.6 Meeting of General Membership. If the general membership shall meet at any time and place and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice.
Section 6.7 Voting Record. The officer having charge of the Member List of the Association shall make, at least ten days before such meeting of the general membership, a complete record of the Active Members entitled to vote at each meeting of the general membership or any adjournment thereof, arranged alphabetically by street name in numeric address order within Districts. The record, for a period of ten days prior to such meeting, shall be subject to inspection by any Kipling Villas resident for any purpose germane to the meeting at any time during usual business hours. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Kipling Villas resident during the whole time of the meeting for the purposes thereof. The original Member List shall be the prima facie evidence as to who are the Active Members entitled to vote at any meeting of the general membership.
Section 6.8 No Cumulative Voting. No Active Member shall be permitted to cumulate its votes by giving one candidate as many votes as the number of such directors multiplied by the number of votes which he has a right to cast shall equal, or by distributing such votes on the same principle among any number of candidates.
Section 6.9 Voting of Members. Unless otherwise provided by the Bylaws or the Articles of Incorporation, each member household entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of members.
Section 6.10 Quorum. The Active Members holding one-tenth of the votes which may be cast at any meeting shall constitute a quorum at any meeting of Members, except as otherwise provided by the Colorado Nonprofit Corporation Act 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 adjourned meeting, 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 Active Members whose absence would cause there to be less than a quorum.
Section 6.11 Manner of Acting. If a quorum is present, the affirmative vote of the majority of the Active Members represented at the meeting and entitled to vote on the subject matter shall be the act of the Members.
Section 6.12 Informal Action by Members. Any action required or permitted to be taken at a meeting of the general membership may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Active Members entitled to vote with respect to the subject matter thereof.
Section 6.13 Voting by Ballot. Voting on any question or in any election may be by voice vote or a show of hands, unless the presiding officer shall order or any Active Member shall demand that voting be by ballot.
ARTICLE VII - BOARD OF DIRECTORS
Section 7.1 General Powers. The business and affairs of the Association shall be managed by its board of directors. It shall be the duty of the board of directors to exercise a general supervision over the affairs of the Association and to direct the affairs of the Association according to its best judgment, and to submit reports at general membership meetings.
Section 7.2 Number, Tenure and Qualifications. The number of directors of the Association shall be nine (9), preferably one director from each of Kipling Villas' nine districts. Each director shall hold office until the next annual meeting of the general membership or until his/her successor shall have been elected and qualified. Directors must be an adult resident of Kipling Villas and reside in an Active Member household of the Association. Any director who moves from Kipling Villas shall immediately become disqualified from serving on the board. No director shall receive any compensation for his/her services.
Section 7.3 Quorum. A quorum shall consist of a simple majority of the board of directors. Action by the board will require an affirmative vote of a majority of the board members present at any meeting.
Section 7.4 Vacancies. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors, effective at a future date. A director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office. Any directorship to be filled by such an election continues only until the next annual election of directors by the Members.
Section 7.5 Manner of Acting. Except as otherwise required by law or by the Articles of Incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.
Section 7.6 Informal Action by Members.
Any action required, or permitted to be taken at a meeting of the board of directors or by a committee thereof at a meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors or all of the committee members entitled to vote with respect to the subject matter thereof.
Section 7.7 Resignation. Any director of the Association may resign at any time by giving written notice to the President or the Secretary of the Association. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the votes thereon to take effect when such resignation or resignations shall become effective.
Section 7.8 Removal. Any director or directors of the Association may be removed at any time in the manner provided in the Colorado Nonprofit Corporation Act.
Section 7.9 Presumption of Assent. A director of the Association who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file his/her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by certified mail to the Secretary of the Association immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 7.10 Co-Directors. The number of co-directors of the Association shall be nine (9), preferably one co-director from each of Kipling Villas' nine districts. Each co-director shall hold office until the next annual meeting of the general membership or until his/her successor shall have been elected and qualified. Co-directors must be an adult resident of Kipling Villas and reside in an Active Member household of the Association. Any co-director who moves from Kipling Villas shall immediately become disqualified from serving on the board. No co-director shall receive any compensation for his/her services.
Section 7.11 Directors-at-Large. The number of directors-at-large of the Association shall be two (2). Each director-at-large shall hold office until the next annual meeting of the general membership or until his/her successor shall have been elected and qualified. A directors-at-large must be an adult resident of Kipling Villas and an member household of the Association. Any director-at-large who moves from Kipling Villas shall immediately become disqualified from serving on the board. No director-at-large shall receive any compensation for his/her services.
Section 7.12 Committees. By resolution adopted by a majority of the board of directors, the directors may designate two or more directors to constitute a committee, any of which shall have such authority in the management of the Association as the board of directors shall designate and as shall be prescribed by the Colorado Nonprofit Corporation Act.
ARTICLE VIII - OFFICERS
Section 8.1 Number. The officers of the Association shall be President, Vice President, Secretary and Treasurer, each of whom shall be elected by the board of directors. All officers must be either a director, co-director or director-at-large of the Association to qualify and serve as an officer. No person shall hold more than one office concurrently. No officer shall receive any compensation for his/her services.
Section 8.2 Election and Term of Office. The officers of the Association to be elected by the board of directors shall be elected annually by the board of directors at the first meeting of the board of directors held after the annual meeting of the general membership. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as practicable. Each officer shall hold office until his/her successor shall have been duly elected and qualified, or until his/her death, or until he/she shall resign or shall have been removed in the manner hereinafter provided.
Section 8.3 Removal. Any officer may be removed by the board of directors whenever in its judgment the best interests of the Association will be served thereby.
Section 8.4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.
Section 8.5 President. It shall be the duty of the President to (a) preside at meetings of the Association and of the board of directors, (b) act as the managing officer of the Association, and (c) perform all things incident to the office of President of the Association, or as authorized by the general membership or the board of directors.
Section 8.6 Vice President. It shall be the duty of the Vice President to (a) preside at meetings and (b) perform all of the duties of President in the absence of the President.
Section 8.7 Secretary. It shall be the duty of the Secretary to (a) give notice of members' meetings and meetings of the board of directors, (b) record the proceedings of the Association's meetings and the board of directors meetings, (c) maintain books and records as the board of directors may prescribe, and (d) generally perform all things incident as Secretary of the Association.
Section 8.8 Treasurer. It shall be the duty of the Treasurer to (a) act as custodian of the funds of the Association and, upon the co-signature of the President or Vice President, disburse monies of the Association, (b) keep an account of the financial condition of the Association, (c) maintain a record of the names and addresses of Active Members entitled to vote, and (d) generally perform all things incident as Treasurer of the Association.
Section 8.9 Loans to Officers. No loans shall be made by the Association to any officer or director of the Association.
ARTICLE IX - CHECKS AND DEPOSITS
Section 9.1 Association Funds. The board of directors shall open and maintain such bank accounts as are necessary for the effective and efficient operation of the Association. Expenditures over $25.00, or expenditures of any amount for other than routine operating expenses (postage, supplies, paper, etc.), must be approved by the board of directors. Monies of the Association shall be disbursed only by check as provided under Section 9.4 of these bylaws. Monies will be disbursed only upon presentation of proper invoices or receipts.
Section 9.2 Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.
Section 9.3 Deposits. All funds of the Association 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.
Section 9.4 Checks, Drafts, Etc. All checks, drafts or other orders submitted to the Treasurer for the payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by the Treasurer and either the President or Vice President.
Section 9.5 Gifts. The board of directors may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes of or for any special purposes of the Association.
ARTICLE X - COMMITTEES
Committees as are necessary to carry out the purposes of this Association shall be formed and appointed by resolution of the board of directors.
ARTICLE XI - BOOKS AND RECORDS
The Association shall keep correct and complete books and records of account and shall also keep the minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors, and shall keep at its registered or principal office a record giving one name and address of the Active Member entitled to vote. All books and records of the Association may be inspected by any member, or his/her agent or attorney, for any proper purpose at any reasonable time.
ARTICLE XII - AMENDMENTS TO BYLAWS
These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of Active Members present at any meeting of the general membership of the Association at which a quorum is present.
ARTICLE XIII - CORPORATE SEAL
The board of directors shall provide, if necessary, a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Association and the state of incorporation and the words "CORPORATE SEAL."