OFFICES
1. The corporation may have offices at such places as the Board of Directors may from time to time determine or the affairs of the corporation may require.
MEMBERS
2. Members eligible to attend all meetings of the Board of Directors, to serve as a director, or to vote in the election of directors shall be all qualified electors who reside in the Caucus Planning Area together with non-resident owners of real property within the Caucus Planning Area, as set forth in Article 4 of the Pitkin County Home Rule Charter.
3. Members may nominate candidates for the Board of Directors, and at least 30 days prior to the annual meeting, a proposed slate of candidates shall be assembled by the Board of Directors. Efforts will be made to encourage participation in the Board of Directors by members from all neighborhoods and areas of the Caucus Planning Area.
4. Notice of the date, place and time of the annual or special meeting for the election of the Board of Directors, and of the proposed slate of candidates, shall be given to all members eligible to vote. The election of the Board of Directors shall be by the members of the Caucus at the annual or special meeting called for this purpose, and any candidate receiving a majority of all votes cast shall be elected and serve until his or her successor is elected. Each member shall be entitled to vote in person or by written ballot delivered to the President. If more than seventeen candidates receive a majority of all votes cast, then the Board of Directors shall consist of those seventeen candidates receiving the greatest number of votes.
DIRECTORS
5. The affairs of the corporation shall be managed by the Board of Directors. The number of directors to constitute the Board of Directors shall be not less than seven nor more than seventeen, unless and until changed by amendment to this bylaw. Each member of the Board of Directors shall serve as a director until the next annual or special meeting of the directors where the election of the Board of Directors is conducted.
6. The election of the Board of Directors shall be by the members of the Caucus at the annual or special meeting called for this purpose.
7. Directors may be removed, with or without cause, by the vote of two thirds of the whole Board of Directors, at a meeting of the directors called expressly for that purpose. Any vacancy created by such removal shall be filled for the unexpired term in respect of such vacancy by majority vote of the remaining directors present at such special meeting or, in the absence of such action at such special meeting, by majority vote of the whole Board of Directors.
8. The Directors may hold their meetings and keep the books and records of the corporation at such place or places as they may from time to time determine and as may be permitted by law.
9. If the office of a director becomes vacant for any reason, other than by removal of the director in the manner described in paragraph 6 hereof, the remaining directors shall choose a successor, by majority
vote of all the remaining directors, which successor shall hold office for the unexpired term in respect of which such vacancy occurred.
COMPENSATION OF DIRECTORS
10. No officer or director shall receive compensation for any service rendered to the corporation as an officer or director.
MEETING OF DIRECTORS
11. The annual meeting of the Board shall be held at such time and place as the Board shall determine.
12. Regular meetings of the Board shall be held at 7:00 p.m. on the third Monday of each month at the Windstar Land Conservancy conference room, 2317 Snowmass Creek Road, Snowmass, Colorado, or with notice to members and directors at such other times and places as shall from time to time be determined by the Board. No further notice shall be required for Regular meetings of the Board on the third Monday of each month.
13. Special meetings of the Board may be called by the President or by any two directors on three days notice to each director, with notice also given to members.
14. All meetings of the Board shall be open to all members and to the public with the agenda sent in advance by email to members and directors. It is the responsibility of members to furnish current email as well as mailing addresses to the Board. At all meetings of the Board, a majority of all the directors in office shall be necessary and sufficient to constitute a quorum for the transaction of business, and at any meeting at which there is a quorum the act of a majority of the directors present, shall be the act of the Board of Directors, except as may be otherwise provided by law or in these bylaws. If a quorum shall not be present at any meeting of directors, the directors present may adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Members of the Board of Directors may participate in a meeting of the Board by means of a conference telephone call whereby all persons participating in the meeting can hear each other, and participation in a meeting in this manner shall be counted to obtain a quorum. Board members participating in a board meeting by phone shall be eligible to comment on land use applications but shall not be eligible to vote on these applications.
15. Action required or permitted to be taken at a meeting of directors may be taken without a meeting if the action is evidenced by written consents describing the action to be taken, signed by each director entitled to vote and delivered to the Secretary of the corporation for inclusion in the minutes and filing with the corporation’s records, and there are affirmative votes from that number of directors otherwise required for approval under Section 14 above. Action taken under this Section 16 is effective when all directors entitled to vote have signed and delivered the consent.
16. Actions on land use applications referred to the Caucus for analysis, comment or recommendation, and actions on other Pitkin county matters affecting the Caucus area, shall be reported to Pitkin County indicating both the division of votes and majority and minority views.
17. No Board member shall vote on or, except as otherwise provided in this section, participate in a decision making process regarding a matter in which s/he or any entity controlled by her/him, or any member of her/his family has a direct financial interest.
a) If any Board member is concerned that a conflict as described above may exist, s/he may disclose the potential conflict and ask the Board to decide if it exists.
b) A Board member who has a conflict as described above may participate in Board discussions because s/he may have important history, background information or special expertise to offer. But s/he may not vote on the matter in question.
c) If a Board member is found to have violated this section of the Bylaws regarding a prior Board decision, the Board shall:
i. Review its prior decision to determine whether the outcome of the decision would change without that Board member’s vote.
ii. Determine if it should notify the affected applicant, public agency or other affected party. and
iii. Consider removing the member from the Board for such period of time as the Board, in its sole discretion, shall determine to be appropriate.
18. Members of the Board of Directors shall be deemed to have resigned if they fail to attend in person (or via conference call) three consecutive regular monthly meetings of the Board. The Secretary shall monitor attendance and give advance notice to any board member who has missed two consecutive meetings, and report to the Board any Board member who misses three consecutive meetings.
COMMITTEES
19. The Board of Directors by a resolution adopted by a majority of the directors in office may designate an executive committee, which shall consist of at least three directors of the corporation. The executive committee shall have and exercise the authority of the Board of Directors between meetings of the Board of Directors. Other committees may be designated by a resolution adopted by a majority of the directors in office.
20. The provisions in Section 11 of these Bylaws pertaining to quorums, participation in meetings, and action taken by consents in writing shall apply to committees in the same manner as they apply to the Board of Directors.
NOTICES
21. Whenever notice is required to be given to any director, such notice may be given in writing by first class mail, by email, or by fax addressed to such director at such address as appears in the records of the corporation, and such notice shall be deemed to be given on the date when the same shall be sent.
22. Whenever any notice is required to be given to the members, such notice may be given in writing by first class mail, by email, or by fax addressed to such members at such address as appears in the records of the corporation, and such notice shall be deemed to be given at the time when the same shall be sent.
23. Whenever any notice is required to be given, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
OFFICERS
24. The officers of the corporation shall be president, vice president, secretary and treasurer. Each officer shall be a member of the Board of Directors, and such officers shall be elected by the Board of Directors.
25. The Board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
26. The officers of the corporation shall hold office until their successors are elected and take office. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative
vote of a majority of the whole Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.
PRESIDENT
27. The president shall preside at all meetings of the directors at which he or she is present. He or she shall have such powers and shall perform such duties as the Board of Directors may from time to time prescribe and shall have the responsibility to implement all orders and resolutions of the Board.
VICE PRESIDENT
28. In the absence or disability of the president, the vice president shall perform the duties and exercise the powers of the president, and shall perform such other duties as the Board of Directors may prescribe.
SECRETARY
29. The secretary shall keep or cause to be kept a record of all meetings of the Board of Directors and any meeting of any committee and shall record all votes and the minutes of all proceedings which records and minutes shall be maintained in the records of the corporation and available to all directors and members. The President or the Secretary shall give, or cause to be given, all notices when required by these Bylaws, and shall perform such other duties as may be prescribed by the Board of Directors.
TREASURER
30. The treasurer shall have custody of the corporate funds, shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors and shall perform such other duties as the Board of Directors may prescribe.
31. The treasurer shall disburse the funds of the corporation for such purposes as may be approved from time to time by the Board, taking proper invoices or vouchers for such disbursements, and shall render to the Board of Directors, at the regular meetings of the Board or whenever they may require it, an account of all transactions and of the financial condition of the corporation.
TAX RETURNS
32. The corporation shall report on a calendar year basis for all returns and reports required by any federal, state or other agency, including the annual IRS Form 990 Information Return which the treasurer shall insure is filed on a timely basis.
SEAL
33. The corporation may have a corporate seal with such inscriptions thereon as the Board may deem appropriate.
ALTERATION, AMENDMENT OR REPEAL
34. These Bylaws may be amended or repealed at any regular meeting of the Board of Directors, or at any special meeting of the directors if notice of the proposed alteration, amendment or repeal be contained in the notice of such special meeting, by the affirmative vote of a majority of all the directors then in office.
MISCELLANEOUS
35. Wherever not otherwise provided in the Bylaws, the internal affairs of the corporation shall be governed by the procedures established in the Colorado Revised Nonprofit Corporation Act.
Changes to Bylaws:
1.21.08 – Use of proxies permanently removed.
4.20.08 – #18 language changed re: conflicts of interest.
4.16.09 - #14 Phone attendees cannot vote on Land Use Issues
#18 Secretary shall monitor and enforce attendance requirement of Board members
6.15.09 - # 17 Conflict of Interest revisions