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BYLAWS
COUNCIL OF NEIGHBORS AND ORGANIZATIONS, INC.
(As Amended, April 2004)
ARTICLE I
NAME AND PURPOSE
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. The corporation 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 governmental agencies, to provide planning, information, and support to protect and preserve the integrity of our neighborhoods and the community as a whole.
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.
Organization Membership:
· Organizations that are recognized by their neighborhood as representing that neighborhood, or organizations supporting neighborhoods and which support the mission of CONO.
· Organization members shall have full participation privileges.
· Organization members, in good standing, shall have full voting rights.
Section 3.02: To be in good standing, the member must have paid all applicable dues and fees for the period of membership.
Section 3.03: The membership of CONO shall be restricted to Neighbors and Organizations located in El Paso and Teller Counties.
Section 3.04: The Executive Board shall approve all memberships. An appeal of any
Executive Board 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 and presented to the general membership for approval. Dues are payable at the time of membership application and annually thereafter in October. 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: Memberships shall not be assessable other than annual dues.
ARTICLE V
MEETINGS
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. At such meetings there shall be elected persons to serve as the Executive Board in the capacity of President, First-Vice President, Second-Vice President, Secretary, Treasurer, Organization Director-at-Large, and Neighbor Director-at-Large. 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, the Executive Board, 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 shall be confined to the subject of the call.
Section 5.03: General membership meetings shall be held on or about the first Tuesday of each month at a time and place determined by the Executive Board. At least seven (7) days notice shall be given for general membership meetings in a manner determined by the Executive Board.
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 meetings shall be called periodically as determined by the President or any two members of the Executive Board, providing that at least three (3) days notice is given to the Executive Board. Notification shall be made as per current policy. A simple majority of the Executive Board shall constitute a quorum. All Executive Board meetings shall be open to the general membership.
Section 5.06: Representatives of Organization Member organizations shall be officially designated by their organizations as the organization’s CONO representative, which may be substituted as necessary. No Organization Member (organization) 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
OFFICERS
Section 6.01: The officers of CONO shall be a President, First Vice-President, Second Vice-President, Secretary, Treasurer, an Organization Director-at-Large, and Neighbor Director-at-Large. The elected officers shall constitute the Executive Board. The immediate past president shall serve as an ex-officio, voting member of the Executive Board, for no longer than two years.
Section 6.02: Election of officers shall take place at the Annual Meeting in October of each year. Officers shall be elected by a majority vote of a quorum of the Organization Members.
Section 6.03: In case of a vacancy in any of the elected offices, the Executive Board shall select a member in good standing to fill said vacancy for the remainder of that term. Any officer 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 officers 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 officer who is absent for three (3) consecutive general membership meetings may be removed from office by a majority of the Executive Board.
Section 6.05: Organization Members and Neighbor Members shall be eligible to participate as elected or appointed voting members of the Executive Board.
ARTICLE VII
DUTIES OF OFFICERS
Section 7.01: The President shall preside at all meetings of CONO and shall perform such other duties as shall be necessary for the proper administration of the affairs of the corporation. The President 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 CONO. The President shall serve as an ex-officio member of any or all committees.
Section 7.02: The First 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 First Vice President shall serve as ex-officio member of all standing committees.
Section 7.03: The Second Vice President shall act in the place and stead of the President and First Vice President in the event of their absence, inability or refusal to act, and shall perform such duties as may be assigned by the President and shall serve as ex-officio member of all standing committees.
Section 7.04: The Secretary shall, under the direction of the Executive Board, keep all records of business transactions, send notices of meetings as required, maintain a complete membership roster and voting list, serve as secretary to the general Organization membership and perform such other duties as ordinarily pertain to the office of the Secretary.
Section 7.05: The Treasurer shall have custody of the funds of CONO and shall account to the general Organization membership at its monthly meeting and such other times as may be prescribed by the Executive Board. The Treasurer shall perform all duties such as ordinarily pertain to the office of Treasurer. The books of CONO shall be reviewed by at least three members of the corporation annually.
Section 7.06: 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.
Section 7.07: 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.
ARTICLE VIII
ELECTION OF OFFICERS
Section 8.01: The election of officers, shall be by majority vote of the Organization Members present at the Annual Meeting in October of each year, where a quorum is present.
Section 8.02: Beginning with the October 2004 election, the President, Second Vice President, Treasurer, and Neighbor Director-at-Large shall be elected to a two (2) year term and the First Vice President, Secretary, and Organization Director-at-Large shall be elected to a one (1) year term; thereafter, all officers will be elected to two (2) year terms on even and odd numbered years respectively.
Section 8.03: Only organization members with a representative present shall have the right to vote.
Section 8.04: The Executive Board 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 Executive Board need not serve as the designated Organization Member representative. Elections shall be by majority voice vote of the Organization Members at the Annual Meeting. If more than one (1) name is submitted for any position voting shall be by secret ballot.
ARTICLE IX
PERSONAL LIABILITY
Section 9.01: All persons or corporations extending credit to, contracting with, or having claims against the corporation shall look only to the funds and property of the corporation 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 corporation, the Executive Board , 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 Board 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 this corporation Any action by the Executive Board 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 April 2004.
COUNCIL OF NEIGHBORS AND ORGANIZATIONS
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