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Guffey Community Association

GCA Meeting Minutes

GCA Bylaws

ARTICLE 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:
  1. A forum for community issues where community individuals can make their needs known, voices heard, and share resources;

  2. Oversight of and maintenance for the Guffey Community Center building to include cleaning, cleaning supplies, and kitchen supplies;

  3. Liaison with Park County to facilitate repairs and major maintenance of building;

  4. Oversight of building access codes and Association membership list;

  5. Storage and maintenance of recreational equipment;

  6. A website and message board for the Guffey Community (i.e., Guffey Shares);

  7. A goal of supporting and maintaining an activities calendar allowing users to schedule activities at the Center

  8. Storage and maintenance of recreational equipment

  9. An archival of the history of the Guffey community
Section 1.04 -- Funding
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

  1. Voting Members - any individual or adult member of a family (18 years of age or older) who has paid an access/membership fee and has a local address will be considered a voting member of the Association.

  2. General Members – any individual wanting to participate with the Association may attend meetings but are not entitled to vote
Section 2.02 -- Voting
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:
  1. Meet the eligibility criteria

  2. Agree to work for the purposes of the Association and to operate within these bylaws; and

  3. Submit the access/membership application form and pay the required fees, if applicable


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.
  1. Schedule -- Regular meetings in addition to the annual meeting shall be scheduled each quarter on the third Thursday of the month, if needed. Notice of meeting and of any cancellation or change shall be given at least 7 days in advance (when possible) by the means above. The Board of Directors will hold these meetings at such place and time as may be designated by the Board of Directors.

  2. Notice -- Notification of regular and special meetings of the Board of Directors will be made at least 7 days prior to the day such a meeting is to be held.

  3. Open to Public -- All meetings of the Board of Directors shall be open to the public. During any meeting, the Board of Directors may choose to enter “executive session,” at which time only the members of the Board of Directors and any invited guests will be allowed in the session.

  4. Quorum -- A majority of Directors serving on the Board immediately before the meeting begins, shall constitute a quorum for transacting business. Board members may participate by telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.

  5. Voting -- At a meeting at which a quorum is present, a simple majority affirmative vote of the Directors voting is required to pass a motion before the Board. The Board chair may elect to vote or abstain.

  6. Roberts' Rules of Order -- The rules contained in the current edition of Robert's Rules of Order Newly Revised will be the authority for all questions of procedure at any meeting of the Association.
Section 3.03 -- Special Meetings of Directors
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)
  1. Notice of any special meeting shall be given at least seven (7) days prior by the methods listed in 3.02. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened
Section 3.04 -- Order of Business
At the annual meeting of members,
  1. Call to order -- sign in of attendees

  2. Approval of previous meeting’s minutes

  3. Treasurer’s report – a work program and budget describing the activities of the Association for the following year shall be presented to the membership. A program and financial report for the past year shall be presented to the membership

  4. Secretary’s report of voting membership

  5. Elections of Board of Directors shall be held in accordance with Article IV

  6. Reports of Committees

  7. Correspondence received/action to be taken thereon

  8. Old business

  9. New business

  10. Public Input

  11. Adjournment
Section 3.05 -- Special Meetings
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:
  1. Collect donations and membership fees for the Association

  2. In general, to carry on the administration of the Association and do all of those things necessary and reasonable in order to carry out the governing and operation of the Association and to exercise for the Association all powers and authorities vested in or delegated to the Association Board of Directors and not reserved to the membership by other provisions of these by-laws

  3. The Directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Association, as they may deem proper, not inconsistent with these by-laws and the laws of this State
Section 4.03 -- Number of Directors, Terms of Office and Elections
  1. Number of directors -- shall be not less than three persons and not more than seven. The offices available are that of President, Vice President, Secretary, Historian, and Treasurer. Up to three Member-at-Large positions may be established as part of the Board of Directors. Minimum positions shall be that of President, Secretary and Treasurer

  2. Term of Office -- shall be two years. Beginning in January 2017, the elections shall be held annually on the third Thursday of January in each year with the newly elected officers assuming office at the next meeting of the new calendar year. The Directors shall hold office until their successors have been elected and hold their first meeting

  3. Elections -- shall be held each year. Beginning in the first year these bylaws are in force, all officers shall be elected. Following the year these bylaws are in place, in the first succeeding year, elections shall be held for the Vice President, Treasurer, and one Member at Large. The next year, elections shall be held for the President, Secretary, and other Members at Large if there are more than one. Elections shall continue on this staggered basis. Each position (except for the first year) will be a two (2) year term and will, therefore, enable overlapping terms for the continuity of Board membership. This will avoid replacement of all Board members within a single year

  4. Nomination -- Any member of the Association may be a candidate for any office. Nominations for any vacant office of the Board of Directors may be made by the general membership. Nominations may be in writing or given verbally from the floor at the election meeting of each calendar year. Candidates shall be asked whether or not they accept or decline the nomination and voting shall continue based on those who have accepted their nomination for a vacant position. There is no limit to the number of nominations that can be received for a specific vacancy

  5. Vacancies -- Vacancies in the Board of Directors caused by any reason other than the removal of the Director by a vote of the Association shall be filled by vote of a majority of the membership, even though they may constitute less than a quorum. Each person so elected shall remain in office until the next calendar year's first meeting at which time an election shall be held to fill the vacancy and unexpired term

  6. Removal of Directors -- At any regular or special meeting duly called, any one or more of the Directors may be removed, with cause, by a vote of a majority of the votes entitled to be cast by members, and a successor may then and there be elected to fill the vacancy and unexpired term thus created. Any Director whose removal has been proposed by the membership shall be given an opportunity to be heard at such meeting
Section 4.04 -- Manner of Acting
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