APNA Board & General Membership Updated 8-18-2013
ARTICLE 1. NAME
Section 1-1. Name. The name of this organization shall be the ‘Athmar Park Neighborhood Association’, hereinafter referred to as ‘APNA’.
ARTICLE II. PURPOSE
Section 2-1. Purpose: The purpose for which APNA is established is fourfold:
- To foster a spirit of community by finding positive, supportive means to meet the human and social needs that exist among the residents and businesses of the Athmar Park neighborhood.
- To preserve and enhance the character of our neighborhood by undertaking activities, such as community-based planning, to act as a guide in decisions made by the City and County of Denver, The Denver School Board, and other institutions.
- To aid in promoting a sense of security for all residents of the neighborhood by developing methods for dealing with, and combating, crime.
- To work with other organizations and the City and County of Denver in carrying out the foregoing purposes, and to serve as a coordinating center for community residents’ concerns.
ARTICLE III. MEMBERSHIP
Section 3-1. Membership: There shall be four categories of membership:
Regular member shall be any person eighteen years to sixty-four, who rents or owns property in the APNA geographic area as defined below, and who has paid annual membership dues as required for the current fiscal year. All adults living at one address shall pay one annual household dues; each adult is entitled to one vote.
Senior member shall be any person sixty-five an over, who rents or owns property in the APNA geographic area as defined below, and who has paid annual membership dues as required for the current fiscal year. All seniors living at one address shall pay one annual household dues; each senior is entitled to one vote
Organizational member shall be any club, church, business, educational institution, or other organization (except a neighborhood association registered with the City and County of Denver) located in the APNA area as defined below who wishes to support APNA and has paid annual membership dues for the current fiscal year. One Organization representative is entitled to one vote.
Associate member shall be any person who, or organization that, wishes to support the activities of APNA, but does not live or own property in the geographic area of APNA. Associate member shall pay annual membership dues and receive the APNA newsletter. Associate members are not entitled to vote.
Section 3-2. Voting Rights: Each regular, senior, and organizational member of APNA shall have one vote, and shall have full voting rights at all APNA General Membership meetings. Associate members shall not have voting rights. Organizational members shall have one vote exercisable by an individual designated in writing to the Membership Secretary of APNA. Except for the initial membership meeting, to be eligible to vote, a member shall have paid in full all membership dues at least 30 days prior to the date of any General Membership meeting.
Section 3-3. Dues: A schedule of dues shall be established by the Board.
Section 3-4. Geographic Boundaries: The geographic boundaries of the APNA area are defined as: Alameda Avenue on the north, Mississippi Avenue on the south, the Platte River on the east, and Federal Boulevard on the west; all in the City and County of Denver, Colorado.
ARTICLE IV. BOARD OF DIRECTORS
Section 4-1. Powers: The management, control, and government of APNA shall be vested in a Board of Directors. The Board of Directors shall preserve, protect, and promote the interests of APNA and its members. The Board shall supervise all transactions and the conduct and the work of the officers of APNA.
Section 4-2. Membership: The Board of Directors shall consist of those officers defined in Article V, and not more than eight Directors elected by the general membership. The eight Directors shall include at least one Director from each of the four quadrants within the APNA geographic area. The quadrants shall be the areas created using Tejon Street as the east-west dividing line and Exposition Avenue as the north-south divide line. If there is no APNA member from a specific quadrant who is willing to serve on the Board, a Director from another quadrant may be elected.
Section 4-3. Term of Office: The term of office for Directors shall be for two years. The terms will begin on January 1st of the year following the election. APNA Directors and Officers shall be elected on a staggered basis: President, Recording Secretary, all four At‐Large Directors, and Newsletter Editor shall be elected in odd‐numbered election years. Vice President, Treasurer, all four Quadrant Leaders, and Membership Secretary shall be elected in even numbered election years.
Section 4-4. Vacancies: Vacancies on the Board of Directors shall be filled by appointment by the Board from among the voting membership for the completion of term of office.
Section 4-5. Cause for Removal: Failure to attend three regular meetings of the Board of Directors during a term of office shall automatically remove a Director, and a vacancy shall be declared to exist, and be filled in accordance with these By-Laws; except that the Board may, in its discretion, waive the application of this requirement in an individual case.
Section 4-6. Quorum: A quorum of the Board of Directors shall be a majority of the Board. All actions of the Board shall be only by vote of those present, or by a telephone/email poll as defined in Section 4-8.
Section 4-7. Fiscal Expenditures: The Board shall have the power to authorize expenditures up to $250.00 for a single purpose on its own. Notification of a proposed expenditure of more than $250.00 for a single purpose shall be given to the general membership in the APNA newsletter. At the next General Membership meeting, the expenditure may be authorized by a majority vote of the general membership. An emergency expenditure of more than $250.00 for a single purpose may be made by the Board and reported to the general membership at the next General Membership meeting.
Section 4-8. Telephone Polling and Email Polling: Telephone polling and email polling may be used to obtain and record the preferences of Board members on an issue, if every reasonable method is used to notify each Board member, and responses are obtained from not less than majority of all Board members. A written log shall be maintained by the Recording Secretary of all contacts and attempted contacts, and shall include date, time, telephone number, summary of discussion (if any), and votes (if any).
ARTICLE V. OFFICERS
Section 5-1. Offices, Duties, and Eligibility: The officers of APNA shall be President, Vice President, Recording Secretary, Membership Secretary, Treasurer, and Newsletter Editor. No officer may hold more than one office at the same time. No officer or Board member of any other neighborhood organization registered with the City and County of Denver shall be permitted to serve as an officer or Board member of APNA. The officers shall perform the duties prescribed by these By-Laws and by the parliamentary authority adopted by APNA, and such other duties as may from time-to-time be assigned by the Board or the President.
Section 5-2. The officers of APNA shall be elected in accordance with Article IV, Section 4-3, annually from the membership, at the same time, and in the same manner, as the members of the Board of Directors are elected, at the annual General Membership meeting.
Section 5-3. President: The President shall be the principal executive officer. Subject to the control of the Board, he or she shall, in general, manage all of the business affairs of APNA. The President shall, when present, preside at all meetings of the membership of the Board. The President shall perform all other duties as may be prescribed from time-to-time by the Board. The President shall be responsible for all correspondence.
Section 5-4. Vice President: In the absence of the President or in the event of the President’s death, resignation, or inability or refusal to act, the Vice President shall have all of the powers and be subject to all of the restrictions applicable to the President. If the President’s office is vacant in the first year of the term, the Vice President shall serve as President for the remainder of the year and a new President shall be elected at the next scheduled election.
Section 5-5. Recording Secretary: The Recording Secretary shall keep minutes of the proceedings of the membership and of the Board, keep all documents and records pertain to the operation and activities of APNA, including the telephone and email polling log, and file all reports required pursuant to law. The Recording Secretary may use a tape recorder to take minutes of meetings.
Section 5-6. Membership Secretary: The Membership Secretary shall receive all membership dues and keep a current record of mailing addresses of each member. He or she shall also maintain a current list of all voting members, and be responsible for having the list available at General Membership meetings, for the purpose of verifying the eligibility of voting members. The list of eligible voters must be entrusted to another officer if the Membership Secretary is unable to attend a meeting where a vote of the membership shall be taken.
Section 5-7. Treasurer: The Treasurer shall take custody of all funds and other assets of APNA, open and maintain a bank account of accounts in the name of APNA, place all funds or other assets of APNA in such accounts as the Board my direct, disburse such funds or other assets as the Board directs, keep accurate and complete financial records of APNA, collect all monies due APNA, and pay routine bills and expenses of APNA with specific resolution of the Board (but subject to the ratification of the Board).
Section 5-8. Newsletter Editor: The Newsletter Editor shall be responsible for the publication of the APNA newsletter and for supervising distribution of the newsletter to all APNA members.
ARTICLE VI. MEETINGS
Section 6-1. Annual General Membership Meeting: The annual General Membership meeting of APNA shall be held at APNA’s annual neighborhood-wide picnic in August for the purpose of election the Board of Directors, receiving reports of officers and committees, and for any other business properly before the membership.
Section 6-2. General Membership Meetings: Additional meetings of the general membership may be scheduled at the discretion of the Board.
Section 6-3. Board Meetings: The Board shall ordinarily meet at least once every month at a date, time, and place determined by the Board.
Section 6-4. Notice: Notification of the meetings listed above shall be by written notice stating time, date, and place of the meeting. Notice shall be given in the APNA newsletter.
Section 6-5. Special Meetings: Special meetings of the general membership for any purpose may be called by the President, and shall be called upon written or verbal request of five members of the Board or 20 voting members of APNA. Notification shall be by APNA newsletter or by flyer received at least 24 hours in advance of the meeting. Special meetings of the Board may be called by the President, and shall be called upon the written or verbal request of three members of the Board. Verbal Notification shall be given at least 24 hours in advance of the meeting. Notification of special meetings shall contain time, date, place, and purpose. Only such subjects as are stated in the notice shall be considered.
Section 6-6. Quorum: A quorum at any General Membership meeting shall consist of 20 voting members, including the Board members.
ARTICLE VII. COMMITTEES
Section 7-1. Creation: The Board may create such committees as it deems appropriate to the purposes of APNA. Creation of any committee shall be announced at the next General Membership meeting and in the APNA newsletter.
Section 7-2. Chair: At the time of creation of a committee, the Board shall designate either a Chair or a convener of the committee. If necessary, the committee shall elect a Chair from among its membership, subject to Board approval. The Chair shall serve at the pleasure of the Board.
Section 7-3. Membership: Members of committees shall be those voting members of APNA who volunteer to serve on the committee, and any other persons appointed by the President or the Board to the committee.
ARTICLE VIII. ELECTIONS
Section 8-1. Eligibility for Nomination: After six months of active membership, any voting member of APNA is eligible for nomination as a candidate for election as an officer or member of the Board of Directors of APNA.
Section 8-2. Nominating Committee: The Board shall appoint a nominating committee of three members. The duties of the committee shall include:
- Accept nominations.
- Contact and explain the duties of the office to each nominee, and make a ballot of those who accept.
- In the absence of a nominee for a position, the nominating committee shall make a nomination.
- Report the list of nominees to the general membership.
- This list shall, and a short biographical sketch may, be provided to the APNA newsletter area.
Section 8-3. Election Judges: the President shall appoint Election Judges. No nominee shall also be a judge. Duties include:
- Distribute ballots to the general membership in attendance at the annual General Membership meeting, collect, and tally the completed ballots.
- Ensure that the names of newly elected officers and directors are published in the next APNA newsletter.
- Report election results to the President.
Section 8-4. Election: Two months prior to the annual General Membership meeting, nominations for officer and Board members shall be taken from the floor. One month prior to the annual General Membership meeting, the nominating committee shall report to the general membership those nominees who have accepted. A list shall, and a biographical sketch may, be published in the APNA newsletter. At the annual General Membership meeting, all nominees shall be introduced. Voting members shall then be given ballots for the election. Balloting shall continue until the officers and Board members are elected by a majority vote. It is the responsibility of the incumbent President to announce the election results at the meeting. If the office is unopposed, a vote by applause may be used in place of a ballot.
ARTILE IX. SPECIAL PROVISIONS
Section 9-1. Parliamentary Authority: The rules contained in the current Robert’s Rules of Order, Newly Revised shall govern the conduct of APNA in all cases to which they are applicable, and in which they are not inconsistent with articles of incorporation, if any, of APNA, these By-Laws, any special rules of order APNA may adopt, any statutes application to APNA.
Section 9-2. Open Meetings: All meetings, including those of the Board and all committees, shall be open to the public.
Section 9-3. Voting: There shall be no proxy or absentee voting on any action taken at any meeting of APNA, including Board, General Membership, and committee meetings.
Section 9-4. Inspection of Books and Records: All members of APNA or their duly authorized representatives shall be permitted to inspect all books and records, including minutes of all meetings and all votes taken by APNA for any proper purpose at any reasonable time. Membership records shall; however, be considered and held confidential, except insofar as limited disclosure is necessary to the ordinary business of APNA.
Section 9-6. Reports to the Membership: Any public endorsements, actions, or recommendations made on behalf of APNA by the Board, any officer, committee, or agent of APNA shall be reported to the membership at the next General Meeting and in the newsletter if the action involves the name of APNA, directly or indirectly. No action taken by APNA shall contain the name of any member without his or her consent.
Section 9-7. Checks, Drafts, Etc.: All checks, drafts, and other orders for payment of money, notes, or other evidence of indebtedness issued in the name of APNA shall be signed by two officers of APNA, in such a manner as shall from time-to-time be determined by the Board.
Section 9-8. Fiscal Year: The fiscal year of APNA shall begin on the first day of January and end on the thirty-first day of December each year.
Section 9-9. Newsletter: A newsletter shall be established for the purpose of advising APNA members of meetings, actions, and other news and shall be published on a schedule established by the Board and distributed to the general membership.
ARTICLE X. ADOPTION AND AMENDMENTS
Section 10-1. Adoption: These By-Laws shall be adopted at an organizational meeting to be held for that purpose. Adoption of these By-Laws requires the affirmative vote of two-thirds of those persons eligible to be regular, senior, or organizational members of APNA.
Section 10-2. Amendments of By-Laws: These By-Laws may be amended at any General Membership meeting by a two-third majority of those members present and voting, provided that the proposed amendments were published in the APNA newsletter together with the notice of the meeting.
ARTICLE XI. ELECTION OF INITIAL OFFICERS AND BOARD MEMBERS
Section 11-1. Election of Initial Officers and Board Members: Notwithstanding any other provision of these By-Laws, immediately after adoption of these By-Laws, an election shall be held for the first officers and Board members of APNA. Any individual eligible for regular, senior, or organizational membership may be nominated. Those individuals eligible for regular, senior, or organizational membership shall each be entitled to cast one vote for each officer and one vote for each of the fourteen Board member positions.
Structure of the Board Meeting
6:30 – 8:30 p.m.
6:30 Call to Order
1 min Welcome, acknowledgement guests. Ask for Timekeeper.
1 min Establish Quorum of 7 – Roll call by Recording Secretary
2 min Adopt minutes from previous meeting – Recording Secretary
2 min Treasurer’s Report
30 – 64 min New Business – Acknowledgements, Issues/Voting/Letters
– Speakers: 15 minute limit on specific topics as education for the Board
– Agenda Assignment: Deadline: contact President by 15th of the month
– Agenda Prepared and delivered by the Friday before the meeting
10 min Old Business
22 min Committee Reports – 4 minutes per committee
18 min Around the Board
– “Your Agenda” – Express comments and proposals
Meeting Set-Up Suggestions
6:30 p.m.: Doors open
Prepare table and set chairs for General Membership facing table
Greeters (1 to 3 people from Membership Committee)
– Set Sign-up table outside Board Room
– Hand out information
– Instruct attendees
6:30 – 8:30 p.m.: Business meeting
8:30 p.m.: Start clean up
(Times are subject to change)
Default Date for Monthly Meetings
– Fourth Tuesday of the month, unless that day is a holiday
– The third Tuesday of the month when the Fourth Tuesday is a holiday
Ask for a Parliamentarian form the General Membership to sit as timekeeper.
– Limit Speakers to 15 minutes (Focus topic)
– Hold Board Members and meeting to:
– Robert’s Rules of Order
– How to disagree and negotiate
– Voting done alphabetically
Minutes from previous meeting posted by the front door (or emailed) for General Membership to read (Recording Secretary).
If a Board member misses a meeting it is his/her responsibility to call Information Tree partner and get information.
Agenda is distributed by the Friday prior to the meeting.
Everyone is invited to nearby restaurant after the meeting!
Minutes prepared within 1 week of the meeting and distributed no later than 5 days prior to the next meeting.
If the allotted time for a presenter, issue discussion, or Board Member report expires, select from the following options:
Option 1: Vote to extend meeting to a specific time:
– “Yes” vote extends time longer than 2 hours
– “No” vote limits the meeting to 2 hours and speaker must stop
Option 2: A Member may yield their time to allow for the speaker/issue/discussion or the issue can be tabled
until the next meeting.
Distribute via email (to General Membership list) or snail mail (to Board Members only)
Telephone/Email Polling Procedure
This procedure is for important issues restricted by a deadline or because a quorum was not present to complete vote.
Telephone / email entire Board with details of the issue
– Include deadline for issue
– Keep log of people spoken with
Draft “Yes/No” proposal
Turn in log and proposal to Recording Secretary
Request Recording Secretary conduct poll
Recording Secretary Procedure
Receives Poll request
Telephones/Emails Board with “Yes/No” proposal
– Confidential during poll
– Logs all calls
– Questions raised are referred to Initiator
Vote results given to President and Initiator
Logs information for Board minutes
Starts Information Tree
(If the Recording Secretary is absent/unable to conduct poll, Vice President conducts poll)
President responsible for all correspondence (By-Law)
Default signers for President are Vice President, then Recording Secretary
Use of letterhead by Board Members/Committee Chairs
– Non-positional – Board approved project correspondence or research for project
– Thank you, Follow-up, Quotes, Welcomes
Position Statements: must by approved by Board and signed by President
Telephone/Email received. If:
Administrative – to President
Neighborhood Problem – to Vice President
Informative – use “Around the Board” time or distribute via Information Tree
Problem – use “Response to Problems Procedure”
Telephone Call/Email initiated on behalf of APNA:
Use “Response to Problems Procedure”
Option 1: Use “Around the Board” time.
Option 2: Copy and distribute to each Board Member, with 2 copies to the Recording Secretary
Hardcopy initiated on behalf of APNA:
Draft letter – use “Initiator Procedure”
If approved by Board at meeting or via Poll:
– Formal letter generated
– No changes to approved letter other than grammar, verbiage, typographical, etc., or letter
must be re-approved
– President signs/ copy to Recording Secretary
If disapproved by Board:
– Initiator can re-propose once more with additional information
– If disapproved a second time – issue tabled for 1 year
Option 1: Board Meeting
– Asks President for time on agenda by 15th of month
– Distributes information to Board by the Friday prior to the meeting
President informs Initiator of assignment on agenda
Agenda – discussion, recommend course of action, vote
Option 2: Poll for emergency or important issues with deadline before next meeting
– Telephones/emails Board Members (keeps contact log for minutes)
– Drafts “Yes/No” proposal (copy to Recording Secretary with log before vote)
Recording Secretary conducts Poll
Information Tree distributes result
Default: Vice President conducts Poll is Recording Secretary is unavailable
ALL PARTICIPANTS MUST PROTECT DEADLINES
Response to Problems
Problem Quadrant Leader
President Vice President Committee Chair
Internal Barking Dogs
City Council Graffiti
Research and advise a course of action
Use APNA procedures
Board Member Responsibilities
– To Neighborhood: Represent, inform, troubleshoot
– Initiate to participate
– Commitment to APNA for term
– Use APNA Procedures and By Laws
– Be open-minded/considerate
– Negotiate and agree to disagree: opposite positions are not personal
– Respect for time frame of agenda – share your input in brief and concise manner
– Disclose personal business involvement or other conflict of interest
– Vote as an individual but with the good of the neighborhood in mind
– Support Board decisions: silence is important if your against the voted majority position
– Differentiate between personal opinion and APNA position
– Look within neighborhood for resources and volunteers
– Keep membership list confidential (APNA use only)
– Ask for help before commitment/assignment date passes, if necessary
– Assume responsibilities per By Laws
– Assume Board responsibilities
– Be Problem Solver pertaining to office held
– Delegate – ask for outside involvement/volunteers, but be responsible for follow-up
– Responsible for orderly transition of office (suggest meeting in December/January with new officer)
– Develop agenda
– Administrative Duties:
– Sign all position correspondence
– Contact for City of Denver
– Contact for public information
– Sign checks
– Neighborhood Problem Solver
– Fill gaps
– Default correspondence signer for President
– Default signer for checks
– Default conductor of Telephone/Email Poll
– Chair Procedure Committee – By Laws, procedure
– Distribute meeting minutes for approval at meetings
– Keep all records
– Default signer for Vice President
– Default Board Meeting Chair
– Funnel all information RE: membership
– Coordinate distribution of newsletter and flyers with Newsletter Editor
– Chair Membership Committee
– Provide Treasurer’s Report at Board Meetings
– Maintain Non-Profit status
– Prepare proper reports, i.e., financial end-of-year
– Sign checks
– Chair Budget Committee
– Schedule editions to coordinate with general membership meetings
– Coordinate Ads / Account managers
– Provide Treasurer with ad money
– Coordinate with Membership Secretary for dues (run membership form, etc.)
– Use Copy Editor to ensure accuracy/grammar/etc.
– Chair Membership Committee
Committee Functions and Responsibilities
General per By Laws:
– Created by Board
– Notification of Committee in newsletter and at General Membership Meeting
– Establish Chair
– Board elected
– Committee elected / Board approved
– Committee Members / Volunteers
– Must come from voting membership
– Appointed by President or Board
– Assume all Board responsibilities
– Brainstorm with Committee and bring proposals/progress to Board (use “Initiator Procedure”)
– Provide status report at Board Meetings (you or a representative)
– Use of letterhead
– Non-positional letters okay without Board approval
– Thank you’s, Welcomes, Quotes, Follow ups
– Committees are self-directed – use independent action with Board approval and collaboration
– Non-Board Committee Chair has access to Membership lists
– Resource volunteers are welcome and considered consultants
Definition – Board-approved expenditures and planned expenses
– General per By Laws
– After budget approved, all extras approved by Board
– Telephone / Email Poll
– Recommend budget
– Research estimated expenses
– Recommend needed funds for, give goals to: membership, advertising, and fundraisers