BYLAWS OF THE HISTORIC UPTOWN NEIGHBORHOOD ASSOCIATION

A Colorado Organization

Approved October 12, 2023

ARTICLE 1: NAME AND BOUNDARIES

Section 1

The name of this organization shall be the Historic Uptown Neighborhood Association, and it shall be abbreviated as Uptown.

This organization shall be nonprofit in nature meaning that no member or the organization shall seek monetary gain.

Section 2

The mailing address shall be:

Historic Uptown Neighborhood Association 

PO Box 2105

Colorado Springs, CO 80901

Or such other address as the Board of Directors may determine.

Section 3

The boundaries of the Historic Uptown Neighborhood Association shall be:

  • Northern Boundary – Cache La Poudre Street
  • Eastern Boundary – The alley separating Wahsatch Avenue and Corona Street
  • Southern Boundary – Bijou Street
  • Western Boundary – Western Boundary of Monument Valley Park
  • And any contiguous properties that want to be included in Uptown would be considered by the board

The area within these boundaries shall be known as the “Neighborhood.”

ARTICLE 2: OBJECTIVES

Section 1

Uptown shall provide a vehicle for the Neighborhood to pursue opportunities for cooperation, to understand the Neighborhood’s history and to maintain and improve the residential character of the Neighborhood.

Section 2

Uptown will create a sharing, cooperative and social atmosphere.  More specifically, Uptown will:

  1. Promote neighborliness;
  2. Encourage improvements to the physical appearance of the Neighborhood;
  3. Provide a powerful, unified voice;
  4. Encourage members to participate in Neighborhood, or other related activities;
  5. Promote harmony among residential, commercial and special use sectors of the Neighborhood;
  6. Encourage inclusiveness;
  7. Seek solutions for specific Neighborhood problems;
  8. Promote a positive image of the Neighborhood;
  9. Develop Uptown’s identity and visibility;
  10. Inform and educate neighbors about issues that affect them;
  11. Cooperate and communicate with other organizations and entities;
  12. Take action to improve the quality of life in the Neighborhood; and
  13. Develop resources to pursue the above objectives.

ARTICLE 3: MEMBERSHIP

Section 1

Membership is limited to the residents (someone who lives a majority of their time in the neighborhood), owners of real property, and business proprietors or their representative in the Neighborhood as defined in these Bylaws. 

Section 2

  1. To be eligible to vote on any matter, a member must be at least 18 years of age.  To be eligible to vote in elections for the Board of Directors, a member must have attended at least one general membership meeting in the prior twelve (12) months.  Members shall sign in at general membership meetings, attesting to their eligibility to vote.  Each eligible member shall receive a paper ballot for elections for the Board of Directors.
  2. Uptown may charge annual membership dues to defray costs associated with various activities and programs in which the organization engages.  Annual dues expire in the same month that was joined. Dues are collected on a voluntary basis if established.

ARTICLE 4: OFFICERS AND THEIR ELECTION

Section 1

The elected officers of the association shall be:

  • President
  • Vice President
  • Secretary
  • Treasurer

Section 2

Officers shall be elected annually at a general membership to be held in February.  Newly elected officers shall assume office at the conclusion of the February meeting.

Section 3

Officers shall serve for a term of one year.  No officer shall be eligible for election to the same office for more than three consecutive years, unless no one else is interested in the position.

Section 4

No person may hold more than one office at the same time.

Section 5

The roles of the Officers shall be as follows:

President

The Board president, who is also called the Board chair, is the head of the Board and of the organization. The president promotes the association throughout the City and at events. The president conducts Board meetings and ensures that the Board’s directives are implemented and monitored. The president reviews reports and records, and directs members in their roles. 

  • Oversees Board and executive committee meetings
  • Calls special meetings if necessary
  • Appoints committee chairs, and recommends who will serve on committees
  • Provides direction and guidance for the agenda for Board meetings
  • Conducts new Board member orientation
  • Actively seeks out new Board members to replace Board members whose term is up
  • Works to create an annual report/review of the organization
  • Acts as a spokesperson for the organization
  • Periodically consults with Board members on their roles and helps them assess their performance

The Board Chair is expected to provide leadership to and manage the Association’s Board of Directors and Executive Committee, ensuring that the Association’s Board fulfills its legal and financial obligations (if any) and that individual Board members fulfill their Board responsibilities. The Board Chair facilitates communication and decision-making within the Board. 

Vice President (optional)

The vice president of the Board, who may also be called the vice chair, is prepared at all times to assume the role of Board president, if necessary. The vice president, whose knowledge and commitment mirrors that of the president, may serve in the president’s place for Board activities and in the spokesperson capacity. The president may delegate special assignments to the vice president.

  • Attends all Board meetings
  • Carries out special assignments as requested by the Board chair
  • Understands the responsibilities of the Board chair and be able to perform these duties in the chair’s absence
  • Participates as a vital part of the Board leadership

The Board Vice-Chair is expected to provide leadership to the Association’s Board of Directors, ensuring that the Association’s Board fulfills its legal and financial obligations (if any) and individual Board members fulfill their Board responsibilities. The Board Vice-Chair supports the Board Chair in his or her Board leadership. 

Secretary

The Board’s secretary provides members with required meeting notices, prepares agendas and provides guidance on proper meeting procedures. The secretary takes minutes at Board meetings, or designates a person for the task, and reviews and distributes the approved minutes. The secretary prepares and maintains Board records, such as minutes and committee reports, and ensures the accuracy and security of the records. The secretary is prepared to assume the leadership role when the president and vice president are unavailable.

  • Attends all Board meetings
  • Ensures the safety and accuracy of all Board records
  • Reviews Board minutes
  • Assumes responsibilities of the chair in the absence of the Board chair and vice chair
  • Provides notice of meetings of the Board and/or of a committee when such notice is required

The Board Secretary is expected to establish and oversee sound practices for documentation and effective procedures for Board communication. 

Treasurer

The treasurer serves as the financial officer. If the Association has a finance committee, the treasurer is its chairperson. The treasurer applies her/his knowledge of accounting to monitor finances, while directing the preparation of financial reports and summarizing the reports for the Board. The treasurer works with other Board officers to develop financial plans and prepare the organization’s budget. The treasurer reviews the annual audit and tax forms (if any), and presents the financial material to the Board.

  • Attends all Board meetings
  • Maintains knowledge of the organization and personal commitment to its goals and objectives
  • Understands financial accounting for nonprofit organizations
  • Serves as the chair of the finance committee
  • Manages, with the finance committee, the Board’s review of and action related to the Board’s financial responsibilities
  • Works to ensure that appropriate financial reports are made available to the Board on a timely basis
  • Presents the annual budget to the Board for approval
  • Reviews the annual audit and answer Board members’ questions about the audit

The Board Treasurer is expected to provide financial oversight and monitor the financial health of the organization. 

ARTICLE 5: THE BOARD OF DIRECTORS

Section 1

The Board of Directors shall be composed of at least five members elected at large by the general membership. Three of those Board Members shall be elected by the Board to serve as Officers, four if one additional board member serves as Vice President. 

Section 2

The Board of Directors shall be responsible for the supervision of the affairs of the association between its business meetings, fixing the time and place of meetings, making recommendations to the association, and performing other duties as specified in these Bylaws. Uptown shall take reasonable efforts to maintain a publicly accessible archive of minutes of the Board of Directors, committee and membership meetings.  The Board of Directors shall report its decisions at the next general membership meeting.

Section 3

The Board of Directors shall have sole power, on behalf of the association, or any of its committees or subcommittees to incur indebtedness, or solicit funding.

Section 4

Meetings of the Board of Directors shall be called at the discretion of the President.  There shall be at least six general meetings of the Board of Directors called and convened between the annual membership meetings. 

Section 5

Any member of the Board of Directors missing three consecutive meetings without valid excuse (as voted on by the Board) will be automatically removed from the Board. It is recommended to notify the person in danger of removal ahead of time. 

Section 6

The Board of Directors shall have the power to take positions on behalf of Uptown by virtue of a majority vote. These positions shall be relayed by the President or by such person designated by the President.

Section 7

The Board of Directors shall have staggered terms consisting of two different classes elected on alternating years.  The drawing of lots shall determine who in the initial Board of Directors belongs to which Class.

Section 8

Should the occasion of a Board Member’s resignation arise, written confirmation of resignation should be delivered (physically or electronically) to the President of Uptown or next applicable Officer. This resignation shall be presented at the next Board Meeting.

Section 9

Board Members shall be subject to removal from the Board by a unanimous vote (the Board Member under consideration for removal shall be excluded from the vote). This shall be conducted at a specially called meeting.

Board Members shall also be subject to removal from the Board by a vote of the general membership. 51% of the total number of members in Uptown shall be required to vote in favor of removal at a specially called meeting by the members for removal to take place.

Section 10

Proxy votes will not be allowed in Board of Director meetings. To vote, you must either be physically present at the meeting or be present via phone or video conferencing.

Section 11

The number of total seats on the Board of Directors shall be determined by the number of Board Members elected by the general membership as long as that number is not in conflict with these bylaws.

Section 12

Any vacancies that arise within the Board of Directors between general meetings shall be filled by a majority vote of the Board. This appointment shall be in effect until the next general meeting when the vote is confirmed.

ARTICLE 6: COMMITTEES

Section 1, Classes of Committees

Committees shall be of two classes: Standing Committees and Special Committees.

Section 2, Special Committees

There shall be such Special Committees as the Board of Directors shall create or shall be created by a simple majority vote of those Members present and voting at any general membership meeting.

Once a Special Committee is created, its members shall be appointed by the Board of Directors for a stated period to accomplish a specific purpose.  The Board of Directors shall report the creation, membership, term, and purpose of Special Committees at the next general membership meeting.  If the Special committee has not completed its work at the end of the stated period, the Board of Directors may extend its term.

Examples might include:

a) Nearby Associations Committee

b) Monument Valley Park Committee

c) Colorado College Committee

d) Homeless Committee

e) Business Committee

f) Historic Preservation Committee

g) Schools Committee

h) Transportation Committee

i) PPCC Committee

j) Security Committee

k) Appointments/Nominating Committee

Section 3, Definition of Standing Committees

Standing Committees shall be constituted and operate as follows:

  1. Standing Committee Chairperson.  The Chairperson of each Standing Committee shall be recommended by the Board of Directors following the annual election meeting in February (or as required to fill vacancies).
  1. Standing Committee Members.  The Chairperson of each Standing Committee shall recommend members of the Committee and such members shall be confirmed by the general membership at any regularly held general membership meeting.
  2. The term of the chairperson and members of Standing Committees shall be for one year (or remainder thereof), and shall conclude at the general membership meeting following annual election meeting in February
  3. A quorum of Standing Committees shall be a majority of members of the committee or three, whichever is less.
  4. The Board of Directors shall have the ability to appoint a member to a vacant position for the duration of a term.

Section 4, List of Standing Committees

  1. Communications Committee.  Publish and distribute information in the form of newsletters, other printed materials, emails, online discussions groups, websites and/or other media.  Encourage communication within the Neighborhood in general.
  2. Events Committee.  Organize and coordinate events, for example, block parties, social events, fundraising events, historical tours, etc.
  3. Zoning, Excise & Licenses Committee.  The Zoning, Excise & Licenses Committee shall:
    1. Receive all applications and correspondence regarding zoning and land use including but not limited to:
      1. Alley Vacations
      2. Special Use Permits
      3. Requests for Variances
      4. Zoning Changes
      5. New building and development
      6. Liquor Licensing
      7. Retail Marijuana Licensing
      8. Area or neighborhood-wide plans
      9. Policies of bodies administering the above.
    2. Investigate, review and evaluate these issues and
    3. Help neighbors understand potential impacts; and
    4. Make recommendations to the general membership or the Board of Directors.

Section 5, Reporting and Limitations

  1. Reports.  Committees shall submit reports of their activities to the general membership and/or Board of Directors, which shall include any recommendations, as directed by the Board of Directors or these Bylaws.
  2. Limitations.  No Committee Member shall take a public position on behalf of Uptown except as directed by vote of the general membership or the Board of Directors.  No Committee Member shall incur expenses on behalf of the association except as authorized by the Board of Directors, nor shall any committee commit the association by any declaration of policy.

Section 6

The President shall be ex officio member of all committees.

ARTICLE 7: PARLIAMENTARY PROCEDURE

Section 1

The rules contained in the most current edition of Roberts Rules of Order shall govern the association when they are applicable and when they are not inconsistent with these Bylaws or special rules the association may adopt. To be used at the discretion of the chair.

ARTICLE 8: ELECTIONS

Section 1

Unless Article 5, Section 12 applies, Officers shall be elected at the annual meeting and shall be elected by ballot or voice.

Section 2

Proxy votes shall not be allowed in meetings of the general members. To vote, a member must either be physically present at the meeting or be present via phone or video conferencing.

ARTICLE 9: MEMBER MEETINGS

Section 1

There shall be at least one membership meeting a year. It is recommended to have one in February. Members are also encouraged to attend general meetings of the Board of Directors.

Section 2

Special membership meetings may be called by the President, by a majority vote of the Board of Directors, or by the written request to the President by 25 members of Uptown.  The President shall choose the time and place of the meeting and give at least seven days’ notice by posting of the Uptown website, by posting signs, and/or by other means commonly used for contacting Uptown members.  The notice of any such special meeting shall state the specific purpose thereof, and no business shall be transacted at a special meeting except as stated in the notice.  Any such meeting shall be held within fourteen (14) days after the majority vote of the Board of Directors or receipt by the President of the written request as described above.  A quorum shall consist of 20% of the current membership roster to be present, with at least two officers present.

ARTICLE 10: AMENDMENTS

Section 1

These Bylaws may be amended at any regular member meeting by two-thirds vote of the members present and voting at any general membership meeting, provided notice of the proposed amendments shall have been given at the previous meeting or in the Uptown newsletter one month prior to the next scheduled meeting. 

These Bylaws may also be amended by a two-thirds vote of the Board of Directors.

ARTICLE 11: QUORUM

Section 1

A quorum of a regular membership meeting shall be 20% of the previous attendance at the last membership meeting. If that quorum is not met, the previous meeting’s number shall continue to be the quorum goal until it is met again.

Section 2

A quorum for a Board of Directors meeting shall be 50% plus one of the total number of Board of Directors Members.

ARTICLE 12: DISSOLUTION

Section 1

In the event that the Historic Uptown Neighborhood Association were to dissolve, the Board of Directors at that time shall vote and make decisions on how to distribute any/all assets of the Association.

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