Bylaws

BUFFALO PARK IMPROVEMENT ASSOCIATION (“BPIA”)

BYLAWS

(Adopted April 24, 2022)

Article I

NAME OF ORGANIZATION

The name of the Organization is Buffalo Park Improvement Association (BPIA). It is colloquially referred to as “the Bippy”.

Article II

PURPOSE

The BPIA’s primary purpose is to own, maintain, and improve real estate, buildings and appurtenances, for recreational use of and leisurely enjoyment by its

members and guests. BPIA also serves as a community resource that can receive gifts and funds which can be used to support the needs of the community, and engage in other activities to support charitable purposes within the community. BPIA is a 50l(c)(3) organization.

Article III

MEMBERSHIP

Section 1. Adult persons 18 years or older may apply for membership, but no one person may hold more than one membership at any time. Membership will be granted in four categories:

a. Single Membership for a single person or single household of persons who own residential property and/or reside within the January 2022 boundaries of the North Fork Fire Protection District (see appendix exhibit A) and who intend to have a single vote in membership matters and have paid dues according to § II.1 below.

b. Household Membership for two adult persons in a single household who own residential property and/or reside within the January 2022 boundaries of the North Fork Fire Protection District (see appendix exhibit A) and who intend to have one vote each in membership matters and have paid dues according to §II.1 below.

c. Supporting Membership a single person or couple who may or may not reside within the boundaries of the North Fork Fire Protection District who desire to support the BPIA and intend to have no votes in membership matters but have paid dues according to § II.1 below.

d. Honorary Membership when The Board of Directors, in its sole discretion, grants honorary lifetime membership to those who no longer qualify for membership, were BPIA members for 20 or more years, and retain significant ties to the BPIA community. An honorary member may be welcomed and recognized but shall have no votes in membership matters.

Section 2. Memberships are for a single year from May 1 to April 30 the following year, but are renewable annually by the payment of dues unless such privileges were revoked during the prior calendar year such that a new application is necessary.

Section 3. The Association shall establish a Member Code of Conduct policy to protect the interest of the Association during scheduled interactions among members such as potlucks, meetings, and other events. Members shall abide by the Code of Conduct which includes, but is not limited to, a commitment to civility, non-discrimination, responsible use of alcohol and/or drugs, and a prohibition of all fire arms on BPIA property. The Code of Conduct Policy shall be available at the same locations where Bylaws are available. Submission of annual dues shall imply review and acceptance of the Code of Conduct Policy, and agreement to abide by the Code of Conduct explained in the Policy.

Section 4. Members may be denied the privileges of annual membership in the BPIA for nonpayment of dues, but may attend gatherings or events. Members may be expelled from BPIA membership for misconduct, rudeness or abuse of members, disruption of meetings, or abuse of privileges sufficient, in the opinion of the majority of the Board of Directors, to warrant expulsion from membership, meetings and events. Twelve months subsequent to an expulsion, a former member may reapply for membership but it shall be in the sole discretion of the Board of Directors as to whether such application shall be accepted subsequent to an expulsion.

Section 5. Members, guests, residents and strangers are welcome to BPIA gatherings and events. To make all comfortable it has long been the practice to avoid all kinds of discrimination, any expression of religious or non-religious beliefs, smoking, rudeness, loud arguments, and weapons on the premises. All attendees are expected to follow such prohibitions or to leave the premises.

Article IV

DUES

Section 1. The dues of members shall be paid annually in the amount set by the Board of Directors to which the following formula for the differing kinds of membership shall be applied:

Single Membership annual amount = x

Household Membership annual amount = x + ½ x

Supporting Membership annual amount = ½ x

Honorary Membership none

Section 2. Dues shall be due by June 1 each year. No later than May 1, the Treasurer shall send written or electronic Notice of the amount of each level of dues to the members. The Annual Newsletter and the Dues Notice shall each contain a statement warning that failure to pay dues by a postmarked date of July 15, shall preclude such member from voting that year in any subsequent BPIA matters including at the Annual Meeting of Members. Failure to receive the notice shall not excuse a member for the nonpayment of dues.

Section 3. If the dues of any member remain unpaid by postmarked payment on or before July 15, the delinquent member shall, without further notice, be deprived of voting rights for that year. If such dues are subsequently paid in full, the member will be restored to the non-voting privileges of membership for the balance of that year.

Article V

DIRECTORS

Section 1. The affairs and business of the BPIA shall be managed by a Board of Directors of not less than five (5) nor more than nine (9) Directors who shall be members of the BPIA in good standing and who shall have resided in and/or owned property within the January 2022 boundaries of the North Fork Fire Protection District (see appendix exhibit A) at the time of their election.

Section 2. The Directors shall be elected at the Annual Meeting of the Members of the BPIA. Each shall be elected to a 2 year term. Except that in the year of 2022 before June 1, in order to establish staggered terms, the existing Directors shall draw lots (1/2 of the total number of directors plus one shall finish their current term and be eligible for re-election in 2022. The balance of directors shall continue for an additional 1 year to initiate staggered 2 year terms). Thereafter, all Directors’ terms shall be for 2 years. Terms commence and end on the date of the Annual Meeting of BPIA.

Section 3. Any Director who shall cease, for any reason, to be a member of the Association shall, ipso facto, cease to be a Director. Any vacancy on the Board of Directors may be filled by the remaining Directors appointing a member who shall serve until the next annual meeting. Such appointed Director shall have assumed the duties of a Director until a successor shall have been duly elected, which may be the appointed director.

Section 4. The Board of Directors shall maintain general management and control of the affairs, business and property of the BPIA; shall appoint or employ all officers, agents, contractors, or employees, and prescribe their duties; shall appoint committees and define their powers and duties; shall prescribe and enforce rules and regulations for the governance of the BPIA and its members; and shall do all such other acts and things as may be deemed necessary or expedient in connection with the management and control of the BPIA, including but not limited to, upon the concurrence of two Directors, they shall be empowered to eject members or non-members from any meeting or event at the BPIA for rude and/or disruptive behavior or non-compliance with the policies and requirements of BPIA building use agreements.

Section 5. The Board of Directors shall comply with the Policies of the BPIA; which may include:

a. Conflict of Interest: The Association shall establish and enforce a Conflict of Interest policy to protect the interest of the Association when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director, or might result in a possible excess benefit transaction. Each Director shall execute a Conflict of Interest Disclosure consistent herewith upon being voted onto and accepting appointment to the Board of Directors, and at a minimum of annually thereafter, for the duration of the Board appointment.

b. Code of Ethics: The Association shall establish and enforce a Code of Ethics policy to protect the interest of the Association and its members. Each Director shall execute a Code of Ethics agreement herewith upon being voted onto and accepting appointment to the Board of Directors.

c. Whistleblower Policy: The Association shall establish, communicate, and enforce a policy that: 1) explains whistleblower concepts and procedures as it applies specifically to the association, and 2) protects all persons from retaliation when engaging in whistleblower activities concerning the association

d. Confidentiality Policy: Directors shall use discretion and good business judgment in discussing the affairs of the Association with third parties. The Association shall establish and enforce a Confidentiality policy to protect the interest of the Association and its members to the extent required by law.

Section 6. From time to time as needed, the Board of Directors by majority vote, shall promulgate policies that detail and specify the governance and operation of the BPIA to include, but are not limited to:

a. The annual dues for members;

b. The dates, notices, agenda, order of business, reports, time periods for segments, methods of speaking participation, for both the Annual Meeting and any special meetings;

c. Voting procedures for all meetings;

d. Designation of Honorary Memberships;

e. Codes of Conduct;

f. Terms and conditions for the use of BPIA property;

g. Charitable donations, if any;

h. Any other matter not directly addressed in the ByLaws but necessary or appropriate for the management of the BPIA.

Such policies shall be memorialized in both the official records of the Secretary of the BPIA and in a hard copy notebook in the BPIA Building accessible to all, which notebook shall be updated by the Secretary as additions or amendments are made to any policy.

Section 5. A majority of the Board of Directors shall constitute a quorum for the transaction of business. An organizational Meeting of the Board of Directors for the election of officers by the Directors and other organizational purposes, shall be held after the Annual Meeting of the Members. Subsequent meetings of the Board of Directors may be called at any time by the President or any two members of the Board of Directors. Such meetings may be conducted in person, by telephone, via internet or by written communication.

Section 8. The BPIA shall establish, communicate, and enforce a policy of anti-discrimination that protects all persons, tribes, and protected groups from discrimination in all its activities.

Article VI

OFFICERS

Section 1. The officers of the BPIA shall be a President, a Vice President (optional), a Secretary, and a Treasurer who shall be elected by the Directors for a one year term at the Organizational Meeting of the Board of Directors. If any office shall become vacant, it shall be filled by the Board of Directors’ appointment of one of its members to the vacant position. Each officer shall serve until their successor has been elected or appointed.

Section 2. The President shall have been a member of the BPIA 3 years prior to being elected President of the BPIA. The President shall preside at all meetings of the BPIA and of the Board of Directors. The President shall be an ex officio member of all committees. The President shall sign all contracts and other instruments of the BPIA, unless some other officer shall be expressly authorized to do so. The President shall appoint all committees and designate their chair, subject to approval of the Board of Directors, and shall perform such other duties as may be prescribed from time to time by the Board of Directors.

Section 3. The Vice President shall perform the duties and exercise the powers of the President in the event of the direction, absence or the inability of the President, for any reason, to perform the duties of that office. In the absence of both the President and the Vice President, the Board of Directors may appoint another of its members to act pro tempore.

Section 4. The Secretary shall give notice of all meetings of the BPIA and of the Board of Directors, shall attend all such meetings, and shall keep full and correct minutes of all business transacted thereat. The Secretary shall, under the supervision of the President, conduct the correspondence of the BPIA and keep and preserve all records and documents of the BPIA in accordance with the statutory requirements therefore at CRS §7-136-101 et seq. The Secretary, with the coordination and cooperation of the Treasurer, shall maintain the list of members in compliance with CRS §7-136-101(3) and share copies of such with the Treasurer.

Section 5. The Treasurer shall:

a. collect all dues and other revenues of the BPIA and shall deposit the same in such banks or savings institutions as shall be designated by the Board of Directors. The Treasurer shall be provided with the policies of the BPIA and instruction to appropriately perform the tasks of the Treasurer. The Treasurer shall keep full and accurate accounts for the BPIA and shall report thereon at each regular meeting of the Board of Directors or whenever requested to do so by a Director. Such records shall comply with CRS §7-136-101(2), (5)g, (5)and 7-136-106 and 107;

b. pay all bills of the BPIA on the certification, by the President, of their correctness and issuance of an order that they be paid. The Treasurer, or at least one other Board designated officer, shall sign all checks issued by or in the name of the BPIA; and

c. prepare an annual statement of financial condition for presentation at the Annual Meeting of the BPIA. Prior to such Annual Meeting the Treasurer’s accounts shall be audited by a committee of BPIA members who are not Directors and who have been appointed by the President expressly for this purpose. The Treasurer shall provide the necessary records and cooperate with the audit. With Board approval, the Treasurer shall adopt and utilize the Directives of the Auditors.

Article VII

MEETINGS

Section 1. The Annual Meeting of the BPIA members for the election of Directors and for the transaction of other business, shall be held on a date set by the Board. Public notice shall be provided 7 days prior to the meeting at locations specified in Section (2). The Board of Directors shall set the Agenda with the order of operations for such meeting and shall submit a detailed statement of the affairs and financial position of the BPIA.

Section 2. The Secretary shall cause written notice of the Annual Meeting of the BPIA, including a call for nominations, to be posted (a) to the emails of all members who have provided such email addresses, (b) to the notice board at Green’s Mercantile, and (c) to the community boards of Buffalo Creek and of Pine Grove. Such notice shall include the date, time, location of the meeting and a call for Nominations for the open positions on the Board with a due date for such Nominations. All such information shall also be posted on the BPIA social media. For Special Meetings of the members, notice shall be given at least seven (7) days in advance at the same locations.

Section 3. Special Meetings of the BPIA may be called at any time by the President or by Resolution of the Board of Directors. It shall be the duty of the Board of Directors to call a special meeting of the BPIA upon receipt of a written request, stating the reason therefore, and signed by not less than seven (7) voting members of the BPIA. Special meetings shall be held at such time and such place as shall be designated by the Board of Directors.

Section 4. Voting policies and procedures for all meetings shall be set by the Board of Directors and may vary by the meeting.

Section 5. Fifteen (15) members of the BPIA, which may include Directors, shall constitute a quorum for the transaction of business at any BPIA Meeting of the Members. If a quorum is not present the meeting may be adjourned, from time to time until a meeting can be held at which a quorum is present. Any meeting that has been duly called, a quorum being present, may recess, from time to time, until its business shall be completed. Sunshine laws do not apply to private organizations so that social meetings of Board members do not constitute quorums and social discussion of BPIA issues are not forbidden.

Section 6. When possible, in accordance with established policies, all BPIA Board meetings will be open to the membership.

Article VIII

DISSOLUTION OF THE ASSOCIATION

Distribution upon dissolution: Upon termination of dissolution of BPIA, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which at least generally includes a purpose similar to BPIA.

The organization to receive the assets of BPIA shall be selected in the discretion of the majority of the managing body of the Association, and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against BPIA, by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of Colorado and which have charitable purpose which at least generally includes a purpose similar to BPIA.

Article IX

FISCAL YEAR

The fiscal year of the BPIA shall be September 1 - August 31.

Article X

INDEMNIFICATION

Section 1. Indemnification of Directors, Officers, employees and agents shall be in conformity with the BPIA Articles of Incorporation (8/6/1996) Article X and the mandates of CRS §7-129-101 et seq.

Section 2. Insurance: BPIA shall maintain Directors’ and Officers’ insurance and General Liability and Premises insurance at levels determined by the Board.

Section 3. Pursuant to CRS §7-129-110 et seq., all members shall be notified of specific grants of immunity, advances of costs, or charitable donations by the Board of Directors to any individual or organization.

Article XI

AMENDMENTS

Section 1. These Bylaws may be amended, altered, changed, or repealed , in whole or in part, by vote of the BPIA membership for that purpose, provided that written notice of such proposed amendment, alteration, or change shall be given to the President and posted pursuant to §7.2 for 4 weeks or more prior to the meeting to vote on the proposed Bylaws to allow for notice and subsequent meeting to vote for such revisions from the floor.

Section 2. Any amendment, alteration or change to these bylaws shall become in force upon approval of a majority vote of the membership present at the meeting called for such purpose.

These Bylaws were adopted at a meeting of the Buffalo Park Improvement Association on April 24, 2022.

____________________________ ____________________________

President - Jon Slaughter Pelegrin Secretary - Sarah M. Weed

APPENDICES

Appendix A. North Fork boundaries