BYLAWS COUNCIL OF NEIGHBORS AND ORGANIZATIONS, INC.

As Amended, October 2015

ARTICLE I

NAME

Section 1.01: The name of this non-profit corporation shall be THE COUNCIL OF NEIGHBORS AND ORGANIZATIONS, INC. (Hereinafter referred to in these bylaws as CONO.)

Section 1.02: CONO is incorporated in the State of Colorado under the provisions of the Colorado Nonprofit Corporation Act, as amended. CONO shall have and exercise all the powers provided by said Act.

Section 1.03: CONO, CS CONO, CSCONO, cscono.org, and the CONO logo are registered service trademarks of this corporation.

ARTICLE II

MISSION

Section 2.01: The mission of CONO is to work with neighbors, organizations and government agencies, to provide planning, information, and support to protect and preserve the integrity of our neighborhoods and the community as a whole. Neighborhoods are the building blocks of cities and counties, and the basic unit of democracy.The Council of Neighbors and Organizations protects and preserves neighborhoods within the Pikes Peak region by educating, assisting and encouraging them to create strong, tolerant and diverse communities. CONO addresses neighborhood issues and concerns and aids neighborhoods in working with government and public and private organizations to strengthen the public process and to improve the quality of life for all.

ARTICLE III

MEMBERSHIP

Section 3.01: There shall be two (2) classifications of membership: Neighbor and Organization.

Neighbor Membership:

  • Any individual who supports the mission of CONO.
  • Neighbor members shall have full participation privileges.
  • Neighbor members shall have no voting rights.
  • The Neighbor member must have paid all applicable dues and fees for the period of membership.

Organization Membership:

  • Organizations that are recognized by their neighborhood as representing that neighborhood, or organizations supporting neighborhoods and/or which support the mission of CONO.
  • Organization members shall have full participation privileges.
  • Organization members whose dues payments are current shall have full voting rights.

Section 3.02: The membership of CONO shall be restricted to Neighbors and Organizations located in El Paso and TellerCounties.

Section 3.03: The executive Board of Directors shall approve all memberships. An appeal of any Executive Board of Directors decision may be brought to the membership at the next general meeting and will be decided by majority vote of the members present that are entitled to vote.

ARTICLE IV

DUES AND/OR FEES

Section 4.01: The dues or fees payable to CONO by members shall be determined annually by the Executive Board of Directors and presented to the general membership for approval. Dues are payable at the time of membership application and annually thereafter in December for the membership for the subsequent calendar year. Dues or fees shall not be prorated for portions of a year. No dues or fees once paid shall be refundable for any reason.

Section 4.02: Members shall not be assessed other than annual dues.

Section 4.03: The fiscal year shall be from January 1 to December 31.

ARTICLE V

MEETINGS 3

Section 5.01: The Annual Meeting of the Members shall be held during the month of October at a time and place to be determined by the Executive Board of Directors. At such meetings there shall be elected persons to serve as the Executive Board of Directors, as defined in section 8.02. The agenda shall include reports of officers and committees, consideration of dues or fees, and such other business as may lawfully come before the meeting.

Section 5.02: Special meetings of the membership may be called by the President of the Board of Directors, the Executive Board of Directors, or by twenty (20) percent of the Organization Members. Notice to the membership must be made at least ten (10) days in advance. Business transacted at special meetings shall be confined to the subject of the notice to the membership.

Section 5.03: General membership meetings shall be held on or about the first Tuesday second Wednesday of each month at a time and place determined by the Board of Directors. At least seven (7) days notice shall be given for general membership meetings in a manner determined by the Executive Board of Directors.

Section 5.04: At all membership meetings, twenty (20) percent of the voting members shall constitute a quorum for the conduct of business, and no business shall be conducted without a quorum. A quorum shall be determined when the meeting is called to order.

Section 5.05: Executive Board of Directors meetings shall be called periodically as determined by the President of the Board of Directors or any two members of the Executive Board of Directors, providing that at least three (3) days notice is given to the Executive Board in a manner determined by the Executive Board of Directors.. A simple majority of the Executive Board shall constitute a quorum. All Executive Board of Directors meetings shall be open to the general membership.

Section 5.06: Representatives of Organization Members shall be officially designated by their organization as the organization CONO representative. Substitute representatives may be designated by their organizations as necessary. No Organization Member shall have more than one (1) voting representative.

Section 5.07: Only organization members with a representative present shall have the right to vote.

ARTICLE VI

Directors

Section 6.01: The directors of CONO shall be a President, Vice-President, Secretary, Treasurer, and four Directors-at-Large. The elected directors shall constitute the Board of Directors. The immediate past president shall serve as a voting member of the Board of Directors, for no longer than two years. 

Section 6.02: Election of directors shall take place at the Annual Meeting in October of each year. Directors shall be elected by a majority vote of a quorum of the Organization Members, with their terms to begin on November 1 following the Annual Meeting.

Section 6.03: In case of a vacancy for any of the elected directors, the Board of Directors shall select a member in good standing to fill said vacancy for the remainder of that term. The term commences upon appointment. Any director may be removed from office by a majority vote of the Organization Members at a meeting at which a quorum is present. Any resignation of directors shall take effect on the date of receipt of such notice. Any such resignation shall be brought to the attention of the entire general Organization membership at the next general membership meeting.

Section 6.04: Any director who is absent for three (3) consecutive general membership meetings may be removed from office by a majority of the Board of Directors.

Section 6.05: Organization Members and Neighbor Members shall be eligible to articipate as elected or appointed voting members of the Board of Directors.

Section 6.06: At the discretion of the CONO membership, they may by two-thirds vote of members present at the annual meeting elect as Director Emeriti or President Emeriti former directors who have served for several terms and who have achieved significant accomplishments during those terms. Nominations to such positions will be made by the membership by the August meeting prior to the annual meeting at which the election to this office will be held. The persons elected to this position shall serve as voting members of the Board of Directors. Any Director Emeritus may serve until her/his resignation or removal by two-thirds vote of the CONO membership.

Section 6.07:  At the discretion of the Board of Directors, they may appoint an Executive Director to oversee the operation of the Council of Neighbors and Organizations.

Section 6.08: Beginning in 2015, three directors shall be elected to a three (3) year term. Beginning in 2016, another three directors shall be elected to a three (3) year term.   Beginning in 2017, another three directors shall be elected to a three (3) year term. Thereafter, at the expiration of directors’ terms, another election shall be held, so that each year, three directors are elected to three-year terms.

Section 6.09: The Board of Directors or the President shall, in the month of July each year, appoint a nominating committee, consisting of at least three (3) members, whose duties shall be the development of a slate of nominees. The nominees for the Board of Directors need not serve as the designated Organization Member representative. The candidate slate shall be made known to the membership at the September meeting. Nominations may be taken from the floor at the September meeting and at the October meeting prior to the election. Elections shall be by majority voice vote of the Organization Members at the Annual Meeting. However, if more than one (1) name is submitted for any position, voting shall be by secret ballot.

Section 6.10:  Proxies shall not be permitted for the election of directors.

ARTICLE VII

DUTIES OF DIRECTORS

Section 7.01: The President shall preside at all meetings of the Board of Directors. The resident shall be charged with the responsibility of assigning to various officers and directors the supervision of such committees and tasks as are necessary to perform the business of the Board of Directors. The President shall serve as an ex-officio member of any or all committees.

Section 7.02: The Vice President shall act in the place and stead of the President in the event of absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required by the general active membership. The Vice President shall serve as ex-officio member of all standing committees.

Section 7.04The Secretary shall, under the direction of the Board of Directors, be the principal supervisor of the Executive Director with regard to records of business transaction, notices of meeting, maintenance of membership roster, communications and voting list. In the absence of designated CONO staff, the Secretary shall serve as secretary at Board or general membership meetings.

Section 7.05: the custody, expenditure and reporting of CONO funds.  The Treasurer shall also serve as the chair of the CONO finance committee.The books of CONO shall be reviewed by at least three members of CONO annually, prior to the annual meeting, with the results of the review to be presented at that meeting.

Section 7.06: The Executive Director shall, under the direction of the Board of Directors, perform all duties as assigned by the Board of Directors.These duties will include the supervision of paid and volunteer employees, the keeping of records of business transactions, notification of meetings and publication of communications, custody of funds, primary contact with local and state elected and appointed public officials, and such other duties as shall be necessary for the proper administration of the affairs of CONO. The Executive Director shall serve as anex officio member of the Board of Directors.

Section 7.07: Directors, officers and members of committees shall serve without compensation, but may receive reimbursement for actual and necessary expenses incurred on behalf of CONO, as may be approved from time to time by the general active membership to be just and necessary. The Executive Director may be, as determined by the Board of Directors, a paid employee.

Section 7.08: The general Organization membership shall recommend members in good standing for appointment by the President to chair the designated standing committees required for the functioning of CONO.

Section 7:09: The appointment or reappointment to regional organizations which have specifically defined a designated position to be filled by CONO shall be made by the Executive Director with the approval of the Board of Directors.

Section 7:10:Assignment of members to city, county or other outside organization ad-hoc committees shall be by of the Board of Directors. 6

ARTICLE VIII

ELECTION OF OFFICERS

Section 8.01: The election of officers for one-year terms shall be by majority vote of the Board of Directors at the first meeting of the Board of Directors afterthe Annual Meeting in October of each year.

ARTICLE IX

PERSONAL LIABILITY

Section 9.01: All persons or corporations extending credit to, contracting with, or having claims against CONO shall look only to the funds and property of CONO for payment of such contract or claim or for the payment of any debt, damage, judgment or decree, or any other money that may otherwise become due or payable to them from CONO. Therefore, the members of the CONO Board of Directors, present, past, or future shall not be personally liable.

ARTICLE X

INTERPRETATION

Section 10.01: No article of these bylaws shall be interpreted on the basis of race, sex, color, creed or national origin; nor may any of these articles be construed as restrictive upon persons of any race, sex, color, creed or national origin.

ARTICLE XI

PARLIAMENTARY AUTHORITY

Section 11.01: The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall act as a guide to CONO in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules that CONO may adopt.

ARTICLE XII

AMENDMENT OF BYLAWS

Section 12.01: The Executive BoardBoard of Directors shall have the power to propose enactments, alterations, amendments and repeal of such bylaws not inconsistent with the Laws of the State of Colorado and the Articles of Incorporation, as it may deem best for the management of CONO. Any action by the Executive BoardBoard of Directors with regard to bylaws changes shall be subject to ratification by the membership as set forth in these bylaws. The President at the next annual membership meeting will report upon all amendments to the bylaws.

Adopted this 6th day of October 2009.

ARTICLE XIII

CONFLICT OF INTEREST POLICY

Section 13.01: The purpose of this conflict of interest policy is to protect CONO interests when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of CONO or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 13.02: Definitions

1. Interested person: any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

2. Financial interest: a person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

a. An ownership or investment interest in any entity with which CONO has a transaction or arrangement,

b. A compensation arrangement with CONO or with any entity or individual with which CONO has a transaction or arrangement, or

c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which CONO is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. As described below, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Section 13.03 Procedures

1. Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest:

a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c. After exercising due diligence, the governing board or committee shall determine whether CONO can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in CONO best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

4. Violations of the Conflicts of Interest Policy

a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action, which may include, but is not limited to  dismissal of the interested person from CONO positions and/or refund of CONO payments.

Section 13.04: Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:

a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 13.05: Compensation

a. A voting member of the governing board who receives compensation, directly or indirectly, from CONO for services is precluded from voting on matters pertaining to that member’s compensation.

b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from CONO for services is precluded from voting on matters pertaining to that member’s compensation.

c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from CONO, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 13.06 Annual Statements

CONO will annually conduct a training of directors to ensure that each director understands her or his duties under these bylaws, the regulations of the state of Colorado, and the regulations of the United States as they apply to nonprofit organizations.

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

a. Has received a copy of the conflicts of interest policy,.

b. Has read and understands the policy,.

c. Has agreed to comply with the policy, and

d. Understands that CONO is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 13.07: Periodic Reviews

To ensure that CONO operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information and the results of arm’s length bargaining.

b. Whether partnerships, joint ventures, and arrangements with management organizations conform to CONO’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Section 13.08: Use of Outside Experts

When conducting the periodic reviews as provided for above, CONO may, but need not, use outside advisors. If outside advisors are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

Adopted this 14th day of August, 2013.Adopted this 14th day of October, 2015.

 

By-Laws

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