Approved by the Board of Directors on 5/28/2024

ARTICLE I (Name) 

The name of the Corporation shall be the Knob Hill Neighbors, also known as KHN.

ARTICLE II (Principal Office) 

The location and principal place of business of the Corporation shall be zoneFIVE, 1902 E. Boulder St., Colorado Springs, El Paso County, State of Colorado. 

ARTICLE III (Purpose and Objective) 

Knob Hill Neighbors is a voice for our community, empowering neighbors to promote community connections and advocate for the resources needed for thriving lives and small businesses while preserving the history of our neighborhood. 

ARTICLE IV (Membership) 

1. Only residents of Knob Hill age 18 or older, including property owners and tenants within the boundaries defined by the Long-Range Planning Division of the Colorado Springs Department of Planning and Neighborhood Services, shall be eligible for voting membership. Each member shall be eligible for one vote. 

2. Community members may request time on the agenda at meetings of the Board of Directors in advance by contacting the board president. 

3. Proof of eligibility to vote is outlined in the KHN procedural guidelines.

4. A majority vote shall rule at all membership meetings, except as otherwise provided herein. 

5. A meeting of all voting members shall occur at least once every calendar year on a date approved by the Board of Directors. 

6. While the Board of Directors may consider any requests for meetings from the membership, a signed request by fifty (50) members shall require the a membership meeting of the Corporation within 30 days.  

ARTICLE V (Directors) 

1. The business and property of the Corporation shall be vested in a Board of Directors of nine (9) voting members: four (4) positioned officers and five (5) general directors.

2. Each director shall serve for three (3) years starting Jan. 1 in the year after they are elected. Each director is limited to a maximum of nine (9) consecutive years. 

3. The KHN Board of Directors shall consist of residents of Knob Hill as defined in Article IV, Item 1. Resident directors are required to be a resident of Knob Hill for at least 1 year before serving on the board.

4. All directors are to be elected by a plurality of the membership present at an annual meeting of the Corporation no later than Nov. 30. 

5. Members of the Corporation shall provide their intent to run for a director position to the Vice President in advance as defined in the KHN procedural guidelines. 

6. Unless expressly limited by the membership, the Board of Directors shall transact all business of the membership between meetings of the membership. 

7. Meetings of the Board of Directors shall be open to all members of the Corporation with participation as described in Article IV, Section 2. 

8. Vacancies on the Board of Directors shall be filled as outlined in the KHN procedural guidelines. 

9. Meetings of the Board of Directors shall normally be held in odd-numbered months on a date agreed to by a majority of the board. Special meetings may be called with no less than three (3) day notice of such a meeting.   

10. Directors are expected to attend all regularly scheduled board and membership meetings either in person or virtually. The secretary shall record attendance in the minutes. Directors should provide notice if possible if they will not be present. 

11. Five directors shall constitute a quorum of any meeting of the board. 

12. Any action requires a majority vote to be considered an action of the board. 

13. The Board of Directors may hire staff for the Corporation as it deems is appropriate, including, but not limited to, an executive director for the Corporation. Duties of hired staff will be defined in writing by the Board of Directors. 

14. The Board of Directors may call a meeting of the membership with thirty (30) days’ notice to conduct any business in furtherance of the stated purposes of the Corporation. 

15. A director may be removed for just cause by a vote of two-thirds (2/3) of the voting membership present at a meeting called for this purpose; however, thirty (30) day notice of such proposed action must be given to all members. 

ARTICLE VI (Officers) 

1. The officers of the Corporation shall be a President, Vice-President, Secretary, and Treasurer, all of whom are members of the Board of Directors. 

2. The officers of the Corporation shall be elected annually by the members of the Board of Directors at the first meeting of the board after the meeting at which the board members are elected. 

3. Directors can nominate other directors or nominate themselves for officer positions. Positions shall be decided by a simple majority vote. Nominees may vote for themselves or others. 

4. Any officer elected by the Board of Directors may be removed by a majority vote of the Board whenever, in its judgment, the best interests of the Corporation would be served by the removal. 

5. A vacancy in any office because of death, resignation, disqualification or otherwise may be filled by a majority vote of the Board of Directors as provided for in Article V, Item 8.

6. The officers of the Corporation shall have all the usual powers and shall perform all the usual duties incident to their respective offices. In addition, the officers shall perform such other duties as shall be assigned to them from time to time by the Board of Directors. The officers of the Corporation shall have duties including, but not limited to: 

   1. The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the Board of Directors. They shall have supervisory control over the business of the Corporation and shall manage its affairs. The President has the power to designate leaders of committees made up of Corporation members and assign board members to serve as liaisons. The President may call a meeting of the membership to conduct any business in furtherance of the stated purposes of the Corporation.  

   2. The Vice President shall, in the absence or inability of the President, perform all the duties of the President. The Vice President shall lead external communications efforts (social media, email, website, etc.) and perform other such duties as the Board of Directors may prescribe. 

   3. The Secretary shall have charge of and keep, or cause to be kept, registration lists, books, records, and the papers of the Corporation. The Secretary shall also attend to such other duties as the Board of Directors may prescribe. 

   4. The Treasurer shall have, under the direction of the Board of Directors, custody and charge of the funds of the Corporation. The Treasurer shall keep or cause to be kept, accurate books of account showing the receipts and expenditures thereof; shall arrange for the deposit of funds of the Corporation with such banks or trust companies as may be selected by the Board of Directors; shall be responsible for the collection of all monies due the Corporation, and payment of all bills that have been approved in such manner as the Board of Directors may prescribe. The Treasurer shall provide a financial report at every meeting of the Board of Directors. The Treasurer shall provide a financial report annually to the full membership.   

7. Additional officers may be designated by a majority vote of the Board of Directors.

ARTICLE VII (Contracts, Financial Management)  

1. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of the Corporation and on behalf of the Corporation. Such authority may be general or confined to specific instances. 

2. All checks, drafts or orders for payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed as outlined in the KHN procedural guidelines. 

3. The Treasurer shall uphold all contracts signed by the Board of Directors.

ARTICLE VIII (Committees, Fiscal Year) 

1. The President shall appoint any committee as needed, subject to the approval of the Board of Directors. 

2.  The corporation fiscal year shall be the calendar year. 

   ARTICLE IX (Books and Records)

1. The Corporation shall keep complete books and records of accounting, registration lists, and minutes of the proceedings of all its meetings and any meetings of committees having any of the authority of the Board of Directors and shall keep a record of the names and addresses of all members of the Board of Directors. 

2. All books and records and lists of the Corporation may be inspected by any member of the Board of Directors or his or her agent or attorney for any proper purpose at any reasonable time. 

 ARTICLE X (Dissolution) 

1. The Corporation may be dissolved by a three-quarters (3/4) vote of the voting membership present at any regular or special meeting of the membership called for this purpose; however, thirty (30) days notice of such proposed action must be given to all members. 

2. The Corporation may be dissolved by a three-quarters (3/4) vote of all the members on the Board of Directors at any regular, annual or special meeting called for this purpose; however, thirty (30) days notice of such proposed action must be given to all members. 

3. In case of dissolution, the appropriate officer of the Corporation shall prepare and file the necessary documents reflecting such dissolution with the appropriate governmental offices of the State of Colorado, including copies thereof in the records of the Corporation. Provisions shall be made for preserving the records of the Corporation for a reasonable time after dissolution. 

4. In case of dissolution, the assets of the Corporation shall be distributed to a nonprofit to be earmarked for future improvements in Knob Hill.

ARTICLE XI (Amendments and Revisions) 

1. The Articles of Incorporation or Bylaws may be revised or amended by a three-quarters (3/4) vote of the voting membership present at a meeting where such action has been announced in the notice of the meeting and no less than thirty (30) days’ notice has been given to the membership. 

2. The Articles of Incorporation or Bylaws may be revised or amended by a three-quarters (3/4) vote of the Board of Directors present at a meeting where such action has been announced in the notice of meeting.