Old South Gaylord Business Improvement District Bylaws
These Bylaws of the Old South Gaylord Business Improvement District are adopted by the Board of Directors of the District pursuant to Title 31, Article 25, Part 12, Colorado Revised Statutes and Ordinance No. CB13-0341, City and County of Denver. In the event of a conflict between these By-Laws and either the State Statute or City Ordinance, the Statute and/or Ordinance shall govern.
ARTICLE I
THE DISTRICT
Section 1. Name of the District. The name of the District shall be the “Old South Gaylord Business Improvement District” (District).
Section 2. Office of the District. The office of the District shall be located with the boundaries of the District at such place as the Board of Directors from time to time shall by resolution, determine.
Section 3. Boundaries of the District. The Service Area boundary of the District is South Gaylord Street between 1000 and 1100 blocks, South Tennessee Ave to the north 1000, alley to alley, Mississippi Ave 1100 south alley to alley. The legal description is Myrtle Hill Subdivision: block 10, lots 1-24 and block 11, lots 25-48. The boundaries of the District include any taxable real and personal property located within the Service Area, which is not classified for tax purposes as either residential or agricultural. Such residential and agricultural property located within the Service Area which is not located within the District until such time as such property changes classification to commercial. A map of the Service Area boundaries and approximate District boundaries is maintained in the office of the District.
ARTICLE II
OFFICERS
Section 1. Election of Officers and Terms. The officers of the District shall be Manager, Secretary, an Treasurer who shall be elected from among the members of the Board at the first regular meeting of the fiscal year.
The board will be made up of the categories of Building Owner, Restaurant Owner, Retail
Owner, or Other. The majority of the board cannot come from any one category. Board members must be building owners or business owners in the District. All categories must be equally considered by the decisions of the Board.
Officers Shall serve for a term of three years or until their successors are duly elected. The Board shall serve at the pleasure of the governing municipality.
Section 2. Manager. The Manager of the District shall preside at all meetings of the District, shall have such other duties as the Board may direct, and shall have general supervision over the business and affairs of the District, as well as be responsible for day to day operations. The Manager shall provide direction to personnel/contract staff for the District and be available to such persons as needed for guidance and approval of operational activities. The Manager can assign various duties as he/she/they see fit to hired consultants/employees of the District to help with the day-to-day functions of the District.
Section 3. Secretary. The Secretary shall act as Secretary of the meetings of the District, shall record all votes, keep a record of the proceedings of the District, maintain a record of all resolutions adopted by the District, and perform all duties incident of this office. The Secretary shall keep in safe custody the seal of the District and shall have the power to affix such seal to all contracts and instruments authorized to be executed by the District.
Section 4. Treasurer. The Treasurer shall take care and have custody of the funds and financial records of the District, and shall deposit District funds in such bank or banks as the District may elect. The Board may also, as they see fit, engage the services of an accountant to assist with the financial duties of the District.
Section 5. Additional Duties. The officers shall, from time to time, perform additional duties as assigned by resolution or the President of the Board. The primary function of the Board, with the exception of the duties assigned in these By-Laws, is to determine policy for the District. The board can assign various duties as they see fit to hired consultant/employees of the district to help with the day-to-day functions of the District.
Section 6. Vacancies. Should an officer position become vacant such vacancy shall be filled, for the remainder of the unexpired term, by a qualified candidate who has been appointed by the Mayor of the City and County of Denver and confirmed by ordinance. Section 7. Expenses. Members shall receive no compensation for services but may be reimbursed for expenses incurred on behalf of the District pursuant to authorization by the President.
Section 8. Staffing. The District may employ personnel or contract personnel, as necessary to perform the functions of the District. Such persons shall be appointed by the Board, and serve at the pleasure of the Board. Selection and compensation shall be determined by the Board. A committee may be formed to interview and take recommendations regarding the hiring of personnel if the Board desires.
Section 9. Expenditures. Regular expenses incurred as to the maintenance of the flowers, trees, lighting, utilities, bank fees, dues, licenses, insurance, sidewalk cleaning, snow removal, sprinkler system, bookkeeping or miscellaneous expenses do not need the approval of the Board. All new expenses and projects must be voted on by the Board. A signed itemized time card will be provided to the Treasurer for payment for all services. Itemized receipts must be provided to the Treasurer for all purchases. At no time will any service or product be used for any individual business or person.
ARTICLE III
MEETINGS AND CONDUCT
Section 1. Meetings. At the first meeting of the fiscal year, the Board shall determine the dates for quarterly meetings including the time and location. All board members must attend this first meeting in person. The agenda of these meetings and any proposals put forth will be emailed ahead of the meetings for the Board to consider. Special meetings can be called as deemed necessary and by provisions in these Bylaws and in accordance with state statute.
If a Board member is unable to attend any meeting in person (except for the first meeting of the fiscal year) , he/she/they may attend by Zoom or cast their vote by email after receiving the
Board Agenda vote proposal.
Section 2. Special Meetings. The Manager, or any two members of the Board, may call a special meeting when determined necessary or expedient. At least 24 hours notice must be given for a Special Meeting.
Section 3. Quorum. At all meetings of the Board, a quorum must be present for the Board to take District action and set policy. A quorum is comprised of four members, if all six Board seats are filled. If vacancies exist, a majority constitutes a quorum, but must be no less than three members at any time. When a quorum is in attendance action may be taken by the District upon affirmative vote of the majority of the Directors present. Directors may be in attendance in person or Zoom for the purposes of achieving a quorum.
Section 4. Manner of Voting. Voting shall be called for after a motion has been made and seconded, and any desired discussion taken place. All nay votes and abstentions shall be recorded by Director name in the minutes. All Directors are entitled to vote, including the Board Manager. Voting by proxy is not permitted.
Section 5. Conflict of Interest. Board members are required to disclose any potential conflicts of interest in any transaction before the Board. In the case where Board action will promote financial gain of individual Board Members, Members must disclose their financial involvement and abstain from voting on such motion or attempting to include any of the contracting parties in such transaction.
Section 6. Open Meetings. All meetings of the Board of Directors shall be open to the public, pursuant to C.R.S. Section 24-6-402. The Board may go into executive session, as permitted Unser 24-6-402 by vote of two-thirds of the quorum of the Board members in attendance.
The Board shall take no action during an executive session, and will only hold them pursuant to the criteria listed in C.R.S. Section 24-6-402.
Section 7. Resolutions. The Board shall act pursuant to either resolution or motion,
Resolutions shall be used for all actions of a general or permanent nature. Motions may be used for acts of a temporary character or statements of general policy. All resolutions shall be in writing, recorded and authenticated by the signature of the Secretary, and shall be kept on file in the District offices. All motions shall be set forth in the minutes of the District. Resolutions and motions shall be effective immediately unless otherwise stated.
ARTICLE IV
FISCAL MATTERS
Section 1. Fiscal Year. The fiscal year of the District shall be the same as a calendar year.
Section 2. Checks. District checks, in excess of $2,000.00 shall require the approval in writing of the Treasurer and the Secretary. All checks of lesser amounts can be signed by either the Secretary or the Treasurer. If either the Secretary or Treasurer is unavailable for signing, an email document of agreement for signature will be kept on record in lieu of a signature.
Section 3. Execution of Instruments. The Board of Directors may authorize an office, employee, or any other agent of the District to enter into any contract or execute and deliver any instrument in the name off and on behalf of the District. Any such authorization shall specify the particular contract or instrument, of the category of contract of instruments, authorized to be so executed.
Section 4. Loans. No loan or advance shall be contracted on behalf of the District, and no note bond or other evidence of indebtedness shall be executed or delivered in its name, except as may be authorized by a unanimous vote of the Board of Directors.
ARTICLE V
AMENDMENTS
These By-laws may be altered, amended or repealed and new Bylaws may be adopted by the District at any regular meeting or special meeting of the District by affirmative vote of the majority of Directors.
ARTICLE VI
INDEMNIFICATION
Section 1. Indemnification. The District shall indemnify any Director, officer, employee or former Director, officer or employee of the District, against any expenses actually and reasonably incurred by him/her/they in connection with the defense of any action suit or proceeding, or for any loss or claim resulting from any such action, suit or proceeding, in which he/she/they is made a party by reason of being or having been a Director, office, or employee including any matter as to which he/she/they is adjudged in such action, suit or proceeding, to be liable for negligence in the performance of his/her/they duty to the District so long as such
Directory, officer or employee (past or preset) conducted himself/herself/theirselves in good faith and either in the best interest of the District or at least not oppose to the District’s best interest. Such indemnification shall not extend to criminal acts that the Director, office or employee knows or should have known were illegal.
Section 2. Insurance. The District is authorized to obtain such policy or policies of insurance for the purpose of providing such indemnification of the Directors, officers and employees of the District and for other purposes as needs may arise.
Section. 3. Waiver. The indemnification provided for under this article does not constitute a waiver, either partial or complete, or any immunities or limitations on judgments applicable to the District or any of its Directors, officers, or employees and provided for by law Expenditures or otherwise.
ARTICLE VII
RULES OF ORDER/PROCEDURES
In the absences of rules governing points of procedure of the meetings and actions of Board of Directors of the District, the latest revised edition of “Roberts Rules of Order” shall govern the actions of the Board
Adopted on 4/8/2023
