Announcement – July 7, 2015  This voting matter was pushed to August 2015, then to Septemer 2015.  It was formally tabled at the EC February 2016 meeting and will be reconsidered in an inclusive review of bylaws during 2016.

ONE VOTING MATTER____________________________________

Please be advised that INC will present one (l) important matter to be considered for acceptance by the voting members of INC at the August 8, 2015 meeting of Inter-Neighborhood Cooperation (INC). The meeting will be held at a place to be determined in Denver, Colorado at 9:00 am. Matter to be presented:

A change to current INC bylaws to allow the Board of the INC to take action without a meeting if consent is given pursuant to the Colorado Revised Non-Profit Act.

1. MOTION TO CHANGE BYLAWS _________________________

Rationale:

The current INC bylaws do not provide for action outside of meeting. The Colorado Revised Non-Profit Act, Section 7-128-202, Action Without Meeting, provides that any action required or permitted by the Colorado Revised Non-Profit Act, to be taken at a board of directors’ meeting may be taken without a meeting if a notice stating the action to be taken and time by which a director must respond is transmitted in writing to each member of the board.

There are instances when the INC Board must take action and a regularly scheduled board meeting is such that board action is required prior to the regularly scheduled board meeting. Provided the action to be taken complies with the statutory requirements set forth in the Colorado Revised Non-Profit Act, the amendment to the INC Bylaws will allow the INC Board to take such action without a meeting.

References:

Article VIII –Board of Directors

C. Meetings. Meetings may be called by the President, or may be called at the request of two (2) members of the Board of Directors, with not less than ten (10) days notice. Notice shall be given by telephone, email, or newsletters.

To amend Article VIII – Board of Directors to add Board Action Outside of Meetings to paragraph C. Meetings .

Board Action Without Meeting: Any action required or permitted to be taken at a meeting of the directors thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, and the time by which a director must respond shall be acknowledged by all the directors entitled to vote with respect to the subject matter thereof and advising each director they may vote for or against such action or abstain from voting.

A director shall have the right to demand action not be taken without a meeting. Action is taken under this section only if the affirmative vote for such action equals or exceeds the minimum number of votes that would be necessary to take such action at a meeting at which all of the directors then in office were present and voted. Action taken pursuant to this section has the same effect as action taken at a meeting of directors and may be described as such in any document.

INC amendment to bylaws – action outside of meeting  PDF