SECOND AMENDED AND RESTATED BYLAWS
BERKELEY-REGIS UNITED NEIGHBORS, INC.
- Name. The name of this corporation is Berkeley-Regis United Neighbors, Inc. (“BRUN”)
Purpose. The purposes of BRUN are to:
- Serve its members living within the Berkeley and Regis neighborhoods;
- Foster and promote the common interests of its members;
- Sponsor community forums, educational programs, and activities for the benefit of its members;
- Engage in all lawful activities in furtherance of these stated purposes, or activities incidental to those purposes.
- Boundaries. BRUN’s boundaries are: Fifty-Second (52nd) Avenue on the north, Thirty-Eighth (38th) Avenue on the south, Federal Boulevard on the east, and Sheridan Boulevard on the west.
- Structure and Jurisdiction. BRUN is incorporated as a not-for-profit corporation in the State of Colorado and will, at all times, be in compliance with the laws of the State of Colorado.
- Records. BRUN will keep complete books and records of account and will also keep records of the meeting minutes and written consents of its members, the Board of Directors, and committees. Any member or her or his agent may inspect BRUN’s corporate books and records for a proper purpose during regular business hours, in accordance with Colorado law.
MEMBERS AND MEETINGS
- Membership. Membership consists of the households and organizations that have paid all prescribed dues and whose residences, properties, or businesses are within BRUN’s boundaries. Each household or organization is entitled to one vote. Individuals who reside in member households and work in member organizations may hold office.
- Annual Meeting. There will be an annual meeting of BRUN’s members in the first quarter of each year. The members will elect BRUN’s board of directors (the “Board of Directors” and individually, each a “Director”) at the annual meeting.
- Special Meetings. The President, Vice President, and Board of Directors may call a special meeting of members. In addition, 10% of BRUN’s members may call a special meeting by delivering to the Secretary a written request specifying the purpose of and a proposed location for the special meeting.
- Notice. Notice of annual and special meetings will state the place, day, and time of the meeting, and in case of a special meeting, notice will also include the purpose of the meeting. Notice will be given at least three business days before the date of the meeting, and notice of the meeting shall be satisfied by publication on the BRUN website, email to BRUN members and email to BRUN Directors.
- Waiver of Notice. Notice may be waived in writing, either prospectively or retroactively, by the person entitled to such notice, whenever notice is required to be given under these Bylaws, BRUN’s Articles of Incorporation, or by Colorado law. A member’s attendance at a meeting waives objection to lack of notice or defective notice, unless the member raises such objection at the beginning of the meeting.
- Voting. At any member meeting, each member household or organization is entitled to one vote. Voting will be oral or by any other method that the Board of Directors may approve.
- Quorum. At any member meeting, 10% of BRUN’s membership shall constitute a quorum.
- Manner of Acting. Except as the law may otherwise require, the act of the majority of the members present at a meeting at which a quorum is present will be the act of the members.
- Failure to Pay Dues. The failure to pay annual dues or other fees within 45 days of the due date will subject the defaulting member to suspension of all rights and privileges of BRUN’s membership, including the right to vote. Suspension will continue until all dues and/or fees have been paid in full.
- Associate Members. Associate member status may be granted to all individuals or organizations interested in supporting BRUN who have paid all prescribed dues, but who do not reside or have a business or property within BRUN’s boundaries. Associate members are not permitted to vote or hold office.
- Powers. BRUN’s Board of Directors will manage BRUN’s affairs.
Duties. In accordance with the Colorado laws and the powers conferred above, the Board of Directors is specifically charged with the following duties:
- Accept membership applications;
- Collect membership dues;
- Elect officers;
- Organize member events;
- Review and approve expenses and payments by BRUN;
- Approve and enter into contracts to accomplish BRUN’s goals;
- Initiate, defend, or intervene in any legal action or administrative procedure on behalf of BRUN for matters affecting BRUN or the neighborhood; and
- Conduct any other duties in furtherance of BRUN’s purpose and mission.
- Number and Tenure. The number of directors on BRUN’s Board of Directors will be between five and fifteen, as determined by resolution of the Board of Directors. Each Director will be elected to a two-year term and may serve consecutive terms. Directors will serve staggered terms.
- Qualifications. All BRUN Directors will be members of BRUN and at least 18 years of age.
- Regular Meetings. Regular meetings of the Board of Directors will be held without notice on the third Tuesday of each month, or on another date as determined by the Board of Directors.
- Special Meetings. Special meetings of the Board of the Directors may be called by any Officer or any two Directors by providing written notice specifying the purpose of the meeting to the Secretary. Written notice of the meeting shall be satisfied by publication on the BRUN website, email to BRUN members and email to BRUN Directors. The Secretary will then call a special meeting and provide notice of the meeting as indicated above at least three business days before the date of the special meeting.
- Meeting Location. Board of Directors meetings will be in Denver, Colorado, or such other place as agreed to by the Board. At any regular or special meeting, Directors may participate and vote via telephone in the same fashion and having the same effect as if those Directors were present in person.
- Waiver of Notice. A Director may waive notice in the same manner as described in Article II, Section 5.
- Quorum. At any Board meeting, one-third of the Board of Directors shall constitute a quorum. If less than one-third of the Board of Directors is present, a majority of the Directors present may adjourn the meeting for a period not to exceed 30 days without further notice.
- Manner of Acting. Except as the law may otherwise require, the act of the majority of Directors present at a meeting at which a quorum is present will be the act of BRUN.
- Action by Written Consent. Any action that may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action taken is signed by at least the number of Directors that would be required to approve such action at a Board meeting if all Directors were present. Such consent will have the same force and effect as a resolution properly passed at a Board of Directors meeting. In addition, a majority of Directors may take action via electronic means on discrete issues where: (a) the issue is identified on BRUN’s website at least three days before voting is conducted (b) members can provide input to the Directors about the issue in an electronic fashion using the BRUN website, and (c) the Directors’ votes are collected and maintained via electronic means.
- Compensation. Directors will not receive any salary or compensation for their services.
- Resignation and Removal. Any Director may resign at any time after providing a written resignation letter to the Secretary. Resignations are effective on the delivery date unless a later effective date is specified in the resignation letter. Any Directory may be removed at any time, with or without cause, by a vote of the other Directors. In addition, any Director who is absent for three consecutive Board of Directors meetings automatically resigns her or his position without further notice, and a new Director may be appointed in accordance with these Bylaws, unless special arrangements have been made and the Board votes to excuse the absences.
- Vacancies. In the case of a vacancy in the Board of Directors, whether by resignation, removal, or increasing the size of the Board the majority of the remaining Directors may elect a new Director who will hold office for (a) in case of resignation or removal, the unexpired term of his or her predecessor or (b) in the case of an increase in Board size, until the next annual member meeting.
- Officers. The Board of Directors will annually appoint BRUN’s officers (the “Officers”). Any individual who resides in a member household or works in a member’s business is eligible to become an Officer. Officers may consist of a President, Vice President, Secretary, Treasurer, and other officers, as appointed by the Board. The same individual may hold more than one office concurrently.
- Tenure. Each Officer shall serve for a one-year team or until her or his successor is duly appointed and qualified. Officers may serve consecutive terms.
- President. The President, if appointed, will preside at all Board of Directors and member meetings; sign or countersign all certificates, contracts and other instruments; make regular reports to the Board of Directors; and perform all duties incident to the position as executive manager of BRUN’s business. In addition, the President may be in charge of all bank accounts and will sign all checks along with a Vice President or Treasurer, if so requested by the Board of Directors. If a Secretary or Treasurer is not appointed, the President will have the duties prescribed to the Secretary and Treasurer.
- Vice President. Any Vice-President, if appointed, will exercise the powers that the Board of Directors or President may confer upon her or him from time to time. In addition, the Vice President will, in the absence of the President or in the event of his or her death, inability or refusal to act, perform all duties of the President, and when so acting, will have all the powers of and be subject to all the restrictions upon the President.
- Secretary. The Secretary, if appointed, will maintain all of BRUN’s books and records and will perform those acts which are incident to this office or which the President or the Board of Directors may delegate or assign from time to time. The Secretary will see that all notices for the meetings of members, Board of Directors, or any committee are duly given as required by law and these Bylaws. In addition, the Secretary will maintain a record of all names and contact information of members.
- Treasurer. The Treasurer, if appointed, will manage and be responsible for BRUN’s money, bank accounts, and securities, unless otherwise designated, and will see that proper books of account are maintained at all times. The Treasurer will render to the Board of Directors a regular accounting of all BRUN’s transactions and a report of BRUN’s financial condition. In addition, the Treasurer will perform all duties incident to this office or which the President or the Board of Directors may delegate or assign from time to time.
- Absences. In the event of an Officer’s absence or inability to act, another Officer may act in such Officer’s place, and the Board of Directors may, from time to time, delegate the powers or duties of the absent Officer to any other person it may elect.
- Compensation. Officers will not receive any salary or compensation for their services, but may be reimbursed for any out-of-pocket expenses related to the execution of their duties to BRUN.
- Resignation and Removal. Any Officer may resign at any time after providing a written resignation letter to the Board of Directors. Resignations are effective on the delivery date, unless a later effective date is specified in the resignation letter. Any Officer may be removed at any time, with or without cause, by a vote of the Board of Directors.
- Vacancies. In the case of an Officer vacancy, the Board of Directors may appoint a new individual to serve as an Officer for the unexpired portion of the term.
- Membership Dues. The Board of Directors will set BRUN’s annual membership dues.
- Bank Account. BRUN’s monies will be deposited in a bank or trust company under BRUN’s name or may be kept by the Treasurer. The Treasurer, or any authorized Officers who the Board of Directors may designate from time to time, may withdraw funds from BRUN’s account.
- Fiscal Year. BRUN’s fiscal year will be the calendar year.
- Other Fees. The Board of Directors may, from time to time, request additional fees from members for special projects or uses.
- Committees of Directors. The Board of Directors may create one or more committees of the Board and appoint one or more Directors to serve on such committees. The committees will have and exercise the authority of the Board of Directors in BRUN’s management, except that no committee will have the authority of the Board of Directors to elect, appoint, or remove any Director; amend the Articles of Incorporation, adopt, amend, or repeal the Bylaws; approve a sale, lease, exchange, or other disposition of all, or substantially all of BRUN’s property; or take any other action prohibited by Colorado law.
- Other Committees. At the discretion of the Board of Directors, BRUN may have other committees similarly appointed that may include BRUN members who are not Directors, but such committees may not make major business decisions and must only make recommendations to the Board of Directors regarding major business decisions.
- Committee Tenure. Each member of a committee will serve until his or her successor is appointed or until the committee is terminated by a resolution of the Board of Directors, unless such committee member resigns or is terminated.
- Resignation and Removal. Committee members may resign and be removed in the same manner as Directors, as set forth, in these Bylaws.
- Vacancies. The Board of Directors may appoint new committee members to fill any vacancies on a committee.
- Quorum and Action of a Committee. At any committee meeting, one-third of the whole committee shall constitute a quorum and the act of a majority of the committee members present at a committee meeting at which a quorum is present will be the act of the committee.
- Rules. The same rules described in these Bylaws regarding Board of Directors’ meetings, action by written consent, notice, and waiver of notice also apply to all committees.
STANDARDS OF CONDUCT
Each Director will execute her or his duties, including a Director’s duties as a member of a committee, and each Officer will execute her or his duties: (a) in good faith; (b) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) in a manner the Director or Officer reasonably relieves to be in BRUN’s best interests.
CONFLICT OF INTERESTS
- Conflicting Interest Transactions. A “Conflicting Interest Transaction” is a contract, agreement, transaction, or other financial relationship between (a) BRUN and any of its Directors or Officers, (b) BRUN and a family member of a Director or Officer, or (c) BRUN and an entity in which a BRUN Director or Officer has a financial interest.
- Voidability of Conflicting Interest Transactions. No Conflicting Interest Transaction will be void or voidable if, at a proper meeting of the Board of Directors,: (a) the material facts as to the Director’s or Officer’s relationship or interest and the Conflicting Interest Transaction are disclosed to the Board of Directors, and the Board of Directors in good faith authorizes, approves, or ratifies the Conflicting Interest Transaction by the affirmative vote of a majority of the disinterested Directors, even if the disinterested Directors are less than a quorum; and (b) the Conflicting Interest Transaction is fair as to BRUN, as also determined by the affirmative vote of a majority of the disinterested Directors, even if the disinterested Directors are less than a quorum.
- Approval of Conflicting Interest Transactions. An interested Director may be counted in determining the presence of a quorum at a meeting of the Board of Directors that authorizes, approves, or ratifies a Conflicting Interest Transaction, but such interested Director will abstain from voting on the Conflicting Interest Transaction.
- Loans. No loans will be made from BRUN to its Directors or Officers. Any Director or Officer who assents to or participates in the making of any such loans will be liable to BRUN for the amount of the loan until it is repaid in full.
INDEMNIFICATION AND PERSONAL LIABILITY
- Indemnification of Directors and Officers. BRUN will indemnify, to the fullest extent permitted by law, any Director or Officer (including their successors, personal representatives, and heirs) in an action, suit or proceeding to which they have been made parties because of their being or having been a Director or Officer of BRUN, against all losses, costs and expenses, including attorneys’ fees and costs, reasonably incurred due to such action, suit or proceeding. Notwithstanding the prior sentence, no indemnification is required, but may be approved by the Board, for matters in which such Directors or Officers are finally adjudged to be liable for gross negligence or willful misconduct.
- Indemnification of Members and Agents. BRUN may indemnify, upon approval of the Board of Directors, any member or agent (including their successors, personal representatives and heirs) in an action, suit or proceeding to which they have been made parties because of their being or having been a member or agent of BRUN, against all losses, costs and expenses, including attorneys’ fees and costs, reasonably incurred due to such action, suit or proceeding.
- Personal Liability. Directors, officers, and agents of BRUN will have no personal liability for any contract or other commitments they have entered into as an authorized agent of BRUN.
Upon dissolution, all of BRUN’s assets remaining after payments of or provision for all liabilities will be paid or transferred to one or more organizations that are tax-exempt under Section 501(c)(3) of the Internal Revenue Code. The Board of Directors will designate by resolution the organization(s) that will receive any such assets.
The Board of Directors and members each have the authority to amend, alter, and repeal these Bylaws and adopt new bylaws. Any amendment, alteration, repeal, or adoption of bylaws will be in conformance with BRUN’s Articles of Incorporation.
The Amended and Restated Bylaws of Berkeley-Regis United Neighbors, Inc. (“BRUN”) were properly adopted by the BRUN Board of Directors at a meeting held on February 23, 2015.