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GCA BylawsARTICLE I -- Name, Location, Purpose, Funding
Section 1.01 -- Name
The name of the Corporation shall be the Guffey Community Association (hereinafter referred to as “the Association”)
Section 1.02 -- Location
The principal office of the Association in the State of Colorado shall be located in the Town of Guffey, also known as Freshwater, Park County.
Section 1.03 -- Purpose
The Association is a non-profit corporation organized to provide services to the Guffey Community and to maintain and improve the Guffey Community Center. The Association is nonpartisan and will not become involved in political activities, except to provide a meeting place for such activities. The purpose of the Association shall include, but is not limited to, providing:
Fundraising activities include requesting and accepting of annual fees for the Association membership and access and includes the sale of historical materials. Other fundraising activities may be established at the discretion of the Association Board.
ARTICLE II - Members
Section 2.01 -- Membership
Each voting member shall be entitled to one vote on each matter submitted to a vote of the members.
Section 2.03 -- Dues
Annual membership fees shall be determined by the Board of Directors and Officers.
Section 2.04 -- Procedures for Membership
An individual shall become a member of the Association if they:
Article III - Meeting of Members
Section 3.01 -- Time
An annual meeting of the members will be held each year on the third Thursday of January. At least twenty-one days prior to the annual meeting notice shall be given to the members by posting a notice of meeting at the Community Center and at the Library and by e-mail notification to members who have supplied a current e-mail address.
Section 3.02 -- Regular Meetings
Notice of regular meetings of the Board of Directors shall be given to each Director, personally, by mail, telephone, FAX or e-mail, at least seven (7) days prior to the day named for such meeting, which notice shall state the time and place of said meeting. If e-mailed, the message shall be deemed to be delivered at the “sent date” recorded by the sender.
Special meetings of the directors may be called by or at the request of any two directors. The person or persons authorized to call special meetings of the directors may fix the place for holding any special meeting of the directors called by them. Special meetings shall be conducted pursuant to Section 3.02, (c) through (f)
At the annual meeting of members,
Special meetings of the voting members may be called by the Board of Directors or upon written request/petition of at least one-third (1/3) of the voting members, who shall have stated in writing to the Board of Directors the purpose of such a meeting.
Section 3.06 -- Voting
At all meetings of the members, only voting members shall be eligible to vote. Members must be present in person to vote; proxy votes shall not be allowed at any meeting of the members.
Section 3.07 -- Open to the Public
All meetings of the membership are open to the public.
Section 3.08 -- Quorum
At meetings of the membership, three voting members shall constitute a quorum for the transaction of business.
Article IV - BOARD OF DIRECTORS
Section 4.01 -- General Powers
The business and affairs of the Association shall be managed by its Board of Directors. The Board of Directors shall have the powers and duties necessary for the administration of the Association. The Board of Directors shall be identified as the President, the Vice-President, the Secretary, the Treasurer, and up to three Members at Large.
Section 4.02 -- By-Laws and Administrative Duties
The Board of Directors shall be empowered to administer and enforce the by-laws as established for the Association. Said by-laws may be amended, from time to time, by the Board of Directors or by vote of the majority of the votes entitled to be cast by members present at any meeting or special meeting. A copy of such by-laws, and any amendments voted thereto, shall be e-mailed (to each member of the Association that has supplied a working email address) promptly upon the adoption or amendment thereof, and shall be made available on the GCA website. Any member may request a printed copy. Other Powers and Duties are:
The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the directors.
Section 4.05 -- Removal of Directors
Any of the directors may be removed for cause by action of the Board.
Section 4.06 -- Resignation
A director may resign at any time by giving written notice to the Board, the President or the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
Section 4.07 -- Compensation
No compensation shall be paid to directors. Nothing herein contained shall be construed to preclude any director from serving in any other capacity and receiving compensation therefor
Section 4.08 -- Presumption of Assent
A director of the Association who is present at a meeting of the directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting, or unless he or she shall file his or her written dissent of such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the secretary of the 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 4.09 -- Indemnification
The Association will indemnify its officers and directors to the fullest extent allowed by the laws of the State of Colorado for actions taken or omitted in the course of the duties of officers and directors of the Company as such
Section 4.10 -- Executive and Other Committees
The Board, by resolution, may designate from among its members an executive committee and other committees, each consisting of three or more directors. Each such committee shall serve at the pleasure of the Board
Article V - Officer Duties
Section 5.01 -- President
The President shall be the principal executive officer of the Association and, in general, supervise all of the business and affairs of the Association. The President shall preside at all meetings of the Association and shall present at each meeting, a report of the conditions of the business of the Association. He/She shall cause regular and special meetings of the members to be called in accordance with these by-laws. He/She shall have the power to appoint committee heads from among members, and from time to time, as He/She may at his/her discretion, decide to assist committees in the conduct of the affairs of the Association
Section 5.02 -- Vice-President
In the absence of the president or in the event of his or her death, inability or refusal to act, the vice-president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all restrictions upon the President. The vice-president shall perform such other duties as from time to time may be assigned to him or her by the president or by the directors
Section 5.03 -- Secretary
The secretary shall keep the minutes of all meetings in one or more books provided for that purpose or in a secure electronic file, see that all notices are fully given in accordance with the provisions of these by-laws or as required, be custodian of the corporate records and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president or by the directors
Section 5.04 -- Treasurer
The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for money due and payable to the Association from any source whatsoever, and deposit all such monies in the name of the Association in such bank, trust companies or other depositories as shall be selected in accordance with these bylaws, and in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the president or by the directors. In the instance where no Vice-President is elected as a position of the Board of Directors, the Treasurer shall perform all the functions and duties of the President in his/her absence
Section 5.05 -- Historian
The historian shall be responsible for maintaining all Association archives. He/She will perform such other duties as from time to time may be assigned to him/her by the president or by the directors
Section 5.06 -- Member-at-Large
Each Member at Large shall ensure that the Association exercises care, fulfills its mission and purpose, and that the assets of the Association are conserved and protected, and that the Association operates in accordance with the By Laws
Article VI - Contracts, Loans, Checks and Deposits
Section 6.01 -- Contracts
The directors may authorize any officer or officers to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances
Section 6.02 -- Loans
No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the directors. Such authority may be general or confined to specific instances
Section 6.03 -- Checks, Drafts, Etc
All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer or officers, of the Association and in such a manner as shall from time to time be determined by resolution of the directors
Section 6.04 -- Deposits
All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the directors may select. Upon dissolution, any assets will be distributed ONLY to the Friends of the Guffey Library
Article VII - Fiscal Year
The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of each year. The undersigned officers of the Association do hereby certify that these by-laws were adopted on the 18th day of October, 2016 in the manner prescribed by the Colorado Nonprofit Corporation Act by a quorum of members present at the meeting, and they received a unanimous vote
Gail Carver, Director __________/s/______________ 10/18/2016
Debbi Frank, Director __________/s/______________ 10/18/2016