To All Walnut Hills Civic Association Members

The Walnut Hills Civic Association Board of Directors called a Special Meeting of paid members of the Association to discuss amending the By-Laws of the WHCA. The meeting was held October 9th at 7:00 PM at. the Community Room of The Metrum Credit Union. As a consequence of the discussion and votes of the members present, all but two of the suggested revisions to the bylaws were passed.  Continued discussion of the revision to Section 1 of Article VII (dues) was tabled as was Article III Section II , Classes of Membership. These ammendments are to be voted on at the next Annual Meeting.

 

BY-LAWS OF THE WALNUT HILLS CIVIC ASSOCIATION

as REVISED 9 October 2008

Revisions are italicized blue script

 

 

Article I

NAME

 

The name of this corporation shall be: WALNUT HILLS CIVIC ASSOCIATION, INC

Article II

OBJECT

The Walnut Hills Civic Association is a nonprofit Colorado Corporation founded in 1965 for the purpose of the promotion and improvement of the Walnut Hills community.

The nature of the business of the corporation and the objects and purposes to be transacted, promoted and carried on by it include but is not limited to the following:

  1. Promotion and improvement of public parks, schools, transportation, street lighting and maintenance;
  2. Promotion and improvement of fire and police protection, and all emergency relief, civil defense and safety programs;
  3. Promotion of fair, equitable and just zoning, building and tax statutes, ordinances and regulations, and securing fair, equitable and just application of such statutes, ordinances or regulations by government agencies;
  4. Promotion and improvement of all types of municipal, state and federal planning and services of any and every nature whatsoever;
  5. Promotion of friendly relations among the residents of Walnut Hills;
  6. Doing all things necessary, proper or incidental to the promotion of the above-mentioned objects and of the general welfare of the residents of Walnut Hills.

 

 

Article III

MEMBERSHIP

Section 1. QUALIFICATIONS

Each and every verifiable resident, homeowner or householder of legal voting age who resides in or owns a home in the area known as "Walnut Hills", or as more fully described in the plats on record in the Office of the Clerk and Recorder of the County of Arapahoe, the State of Colorado, shall be members of this corporation.

Section 2. CLASSES OF MEMBERSHIP(Discussion of this item was tabled for further discussion at the next Annual Membership Meeting)

Membership in this corporation shall be classed as active or inactive as hereinafter defined.

(Delete)
A. An active member is a member, as defined above, who has paid the dues, as hereinafter required, for the current fiscal year.

(Substitute)
A. There are three classes of active members:
1. Resident/owner: person who owns a home in Walnut Hills and lives in that home.
2. Resident/non-owner: person who lives in a home in Walnut Hills but not own it.
3. Owner/non-resident: person who owns a home but does not live in that home in Walnut Hills.

B. An inactive member is a member, as defined above, who has not paid the dues, as hereinafter required for the current fiscal year.

 

Article IV

BOARD OF DIRECTORS

Section 1. COMPOSITION

The Board of Directors shall consist of not less than nine (9) nor more than fifteen (15) active members elected at large from among the membership of this corporation. One (1) Director (1-12) shall be elect-ed from each of the twelve (12) residential areas as shown on the Walnut Hills Area map (Exhibit #1). An additional three (3) Directors (13, 14, 15) shall be elected At-Large. If one or more Neighbor-hoods does not have a nominee to represent it at the time of election, the number of At-Large seats may be expanded accordingly such that that Neighborhood number is repr-esented by an At Large seat. If a Neighborhood nominee becomes available, s/he will attend Board meetings for a period of three (3) months in parallel with the existing, appointed At Large Neighborhood representative. After that time the new Neighborhood representative may be appointed to the seat and the At LargeNeighborhood seat will be eliminated.

Section 2. ELECTION

The Board of Directors shall select a nominating committee from among the membership, which com-mittee shall have the duty of proposing a slate of nominees to replace the directors whose terms shall expire at the next Annual Meeting. Additional nominations may be made by any active member from the floor during the meeting. The nominees receiving the largest number of votes cast by all active members present shall be deemed elected to the Board of Directors and shall take office immediately following the adjournment of the annual meeting. If a quorum, as defined in Article VI. Section 4, is not present at any annual meeting, the existing Board of Directors shall continue to serve until the election of a new Board has taken place. It shall be the duty of the Board to call a special meeting for the pur-pose of election and to make a general polling of the members to obtain a quorum at that meeting.

Section 3. TERM OF OFFICE

Directors shall serve for two-year terms, with one-half of the total directors being elected in one Annual Meeting. Odd-numbered seats will be filled in odd-numbered years and even-numbered seats will be filled in even-numbered years.

Section 4. VACANCY

In the event of a vacancy, the vacancy shall be filled by appointment by the Board. The Board member shall serve, when so appointed, only until the next Annual Meeting, at which time an election to fill said vacancy shall be held. An appointed member of the Bboard shall be eligible for nomination and election at the Annual Meeting of the membership following his/her appointment.

Section 5. MEETINGS

Regular meetings of the Board of Directors shall be held at least quarterly. The Board will set the fre-quency of Board meeting. The Board of Directors may, by giving the membership of this corporation notice at least one (1) week in advance, change the date of said meeting. Special meetings may be called as deemed necessary by the Chair
of the Board or by a majority of the members of the Board. All regular meetings of the Board shall be open to the general membership of this corporation.

Section 6. ABSENCE FROM MEETINGS

The absence of a Board member from three (3) consecutive Board meetings, without justifiable cause, shall be sufficient reason for the Board of Directors to request his or her resignation or to consider his or her position on the Board as vacant.

Section 7. QUORUM

Five (5) members of the Board of Directors shall constitute a quorum for the transaction of business by the Board. A quorum being present, majority vote shall determine the position of the Board on any questions which come before it.

Section 8. POWERS AND DUTIES

The Board of Directors shall preserve, protect, and enforce the interests of this corporation and its members and shall be responsible for formulating the general policy of this corporation in accordance with the expressions of the will of the majority of the members, and at the same time preserve and protect the interest of the minority members. The Board shall supervise all transactions of this corpora-tion and shall be empowered to acquire, encumber, transfer, assign or sell any of the property, real or personal, or mixed, of this corporation, except as limited by the Articles of Incorporation, and except that, until the express consent of the majority of the active membership present at an Annual or Special Meeting is obtained. (The value of any transaction permitted by the Board shall not exceed the present-ly existing balance of funds in the treasury of the corporation.) The Board shall require an audit of the books of the Treasurer by an Auditing Committee of at least three (3) persons at least once during each fiscal year.

Article V

OFFICERS

The Board of Directors shall elect from its membership a Chair, Vice Chair, Secretary, and Treasurer at their first meeting following their election. The officers shall serve for a term of one (1) year and shall remain in office, as active or ex-officio members of the Board, until the time of election of new officers.

  1. CHAIR

    2. It shall be the duty of the Chair to act as the general executive officer of this corporation, to preside at all meetings of the Board of Directors or the membership of this corporation, and to appoint, with the advice and consent of the Board, such non-elective officers, employees and com-mittees as are deemed necessary.

  2. VICE CHAIR

    3. It shall be the duty of the Vice Chair to perform the functions and duties of the Chair in the event of the Chair’s absence and such other duties and functions as the board may prescribe.

  3. SECRETARY

    4. It shall be the duty of the Secretary to take charge of all records, documents and papers belonging to this corporation, to conduct the official correspondence of the corporation as directed by the Chair, to keep records of the proceedings of the Board of Directors and of all regular and special meetings of the membership of this corporation, and to make regular reports at each meet-ing of the Board and such other reports as may be required by the Board.

  4. TREASURER

It shall be the duty of the Treasurer to take charge of all monies belonging to this corporation, to deposit the same at a depository selected by the Board and to pay out same by check or draft, countersigned by one other member of the Board of Directors, and to make regular reports at each meeting of the Board of Directors, and such other reports as may be required by the Board.

Article VI

MEETINGS

Section 1. ANNUAL MEETINGS

The Annual Meeting of the Walnut Hills Civic Association shall be held  during the first quarter of the calendar year, on a date designated by the Board of Directors of this corporation. In addition to any and all business which may properly come before such meeting, there shall be conducted at the Annual Meeting the election of persons to serve on the Board of Directors to replace those whose term(s) are expiring. Notification of such meeting shall be given by the Board of Directors by the best media of communication available. In order to insure notice to each of the members, and shall be given at least thirty (30) in advance of the date of the meeting.

Section 2. SPECIAL MEETINGS

Special Meetings shall be called by the Chair of the Board of Directors, or upon the petition in writing of thirty (30) active members of the corporation. Within three (3) days of a request for a special meeting, a date for the special meeting must be established, and the meeting must be held within forty-five (45) days of the request. Notification of Special Meetings, including the purpose of the meeting, shall be given by the Board of Directors by the best media of communication available in order to insure notice to each of the members, and shall be given at least ten (10) days in ad-vance of the date of the meeting.

Section 3. PRESIDING OFFICER

The Chair of the Board of Directors shall be the presiding officer of all meetings of the membership of the corporation, or in his/her absence, the Vice Chair, or in the absence of the Chair and Vice Chair, the Secretary or in the absence of the Chair, Vice Chair, and the Secretary, the Treasurer.

Section 4. QUORUM

The presence of fifteen (15) active members of this corporation shall constitute a quorum for doing business at any Annual of Special Meeting.

Section 5. VOTING

Voting rights are restricted to one (1) vote for each active member. Cumulative, proportional and/or proxy voting are prohibited.

Section 6. ORDER OF BUSINESS

The order of business at any Annual or Special Meeting of the members of this corporation may be as follows:

    1. Call to order
    2. Roll Call
      3.
    3. Correction and approval of minutes of preceding meeting
    4. General Improvement District report
      5.
    5. Treasurer’s Report
    6. Chair’s Report
    7. Report of the Auditing Committee
    8. Reports of standing committees
    9. Reports of special committees
    10. Communications
    11. Deferred or unfinished business
    12. New business
    13. Resolutions and motions in order
    14. Nominations and election of Directors
    15. Adjournment

 

Section 7. RULES OF ORDER

 

Robert’s Rules of Order shall govern all matters of procedure at Annual or Special Meetings which are not otherwise covered by the By-laws.

Article VII

FINANCIAL

Section 1. DUES (Discussion of this item was tabled for further discussion at the next Annual Membership Meeting)

The annual membership dues, as hereinafter referred to and the payment of which qualifies a member as active, shall be an amount set by the Board of Directors payable upon admission to active member-ship, and thereafter once each fiscal year.

(Delete)
The payment of annual membership dues will entitle each household to a maximum of two (2) active members. Only active members may vote at Annual or Special Meetings. Additional active memberships for qualified individuals (as described in Article III. MEMBERSHIP, Section 1. QUALIFICATIONS) will require the additional payment of the annual membership dues.

(Substitute)
Only active members may vote at Annual or Special Meetings. Each home with a resident owner has only one vote. A home with a resident/non-owner and an owner/non-resident of the same address purchasing memberships allows each to have one vote.  An owner of more than one home may only have one vote.

 

Section 2. FISCAL YEAR

The fiscal year of this corporation shall run from April 1 through March 31.

Article VIII

POLITICAL

Section 1.

This corporation shall not support, represent or become identified with any political candidate or elected official, nor shall it become identified with or support any political party, further providing that no elected official of any government body shall serve as Director of this corporation, and if so elected while serving, s/he will automatically and immediately be removed from Directorship of this cor-poration.

Section 2.

The principal or agent of a building or development company, then active in Walnut Hills , is not allowed to serve as a Director, and if in office prior to identification with above, will automatically and immediately be removed.

Article IX

AMENDMENTS

Amendments to these By-laws may be made by the membership of this corporation at its Annual Meet-ing or at Special Meetings called for such purpose. Any amendment shall be considered adopted which receives an affirmative vote of a three-fifths majority of the active members present. Proposed amend-ments shall be submitted in writing to the Board of Directors at least forty-five (45) days prior to the meeting at which it is to be considered for adoption.