Bylaws

Name

The name of the organization shall be DENHAC.

Board of Directors

  1. The Board of Directors shall serve without pay and shall consist of seven (7) members.
  2. The General Election of the Board of Directors will take place on the date of the April and October Scheduled Board Meetings.
  3. Nominations for the Board of Directors will come from all current members of DENHAC in good standing.
  4. Nominations may be made for a period of one week previous to a posted election date, or in person at the designated meeting where the election is to take place.
  5. To be eligible to serve on the Board, a person must be a current Member of DENHAC and have been in good standing for a minimum of three (3) months, and capable of fulfilling the expectations of board membership.
  6. Directors shall serve for a period of one (1) year. Directors elected during the April Board meeting will serve until the following April, and the Directors elected in October will serve until the following October.
  7. When a vacancy arises during the middle of a term, the DENHAC Members will select by majority vote a replacement director to serve for the remainder of the departing director’s term. In the event of two or more directors departing, the incoming directors will fill the vacated terms. Directors with more votes will fill the vacancies with longer remaining terms respectively.
  8. Nominations for Directors to replace a Director whose term is ending for any reason may come from the Board or from the Members, at a meeting designated expressly for such purpose.
  9. Members who are nominated for the Board of Directors must state acceptance of such nomination, previous to the election in which they have been nominated, to be eligible to serve on the Board.
  10. A General Election will be held within 15 days of any event causing the Board of Directors to have 3 or fewer members.
  11. Board members who are considered to have fallen out of good standing for three (3) months in any 12-month consecutive period shall be dismissed at the discretion of the board.
  12. Good standing shall be defined as follows:
    1. Payment of dues within 30 days of the time they become due as defined by the DENHAC Membership Agreement.
    2. The member shall not be under disciplinary parole.
  13. A Board member whose membership is terminated – or who ceases paying dues for three (3) consecutive months – shall by default vacate his or her Board seat.

Officers

  1. The Officers of the Board shall consist of a Chair, Vice Chair, and Secretary, be nominated by the Board and approved with majority vote of the Board of Directors. These Officers shall be elected during a special board meeting to be held immediately following a regular election.
  2. Elected officers will serve a term of 6 months. Officers will be up for election during both the April and October Election cycles. Officer vacancies will be filled during the next possible board meeting.
  3. Responsibilities
    1. The Chair shall preside at all Board meetings, appoint committee members, publish the board meeting agendas, and perform other duties as associated with the office.
    2. The Vice Chair shall assume the duties of the Chair in case of the Chair’s absence or incapacitation. The Vice Chair shall also preside over committee meetings.
    3. The Secretary shall be responsible for the minutes of the Board, keep all approved minutes in a secure location, and send out copies of minutes to the Board.

Committees

  1. The Board may appoint standing and ad hoc committees as needed. Committee meetings are managed by the Vice Chair.
  2. Ad-hoc committees are created at the discretion of the Board, with committee membership determined by volunteer or by appointment by the Chair.

Meetings

  1. Meetings of the Board shall occur no less frequently than once monthly.
  2. Board meetings may be held at any time when called for by the Chair or by a majority of Board members. Board meetings will be scheduled with at least five (5) days notice.
  3. Agendas shall be provided at least three (3) days in advance.
  4. All minutes for Board meetings shall be provided by the Secretary no later than five (5) days after the meeting is adjourned.
  5. All DENHAC members may attend any Board meeting, however are prevented from engaging in any of the following activities:
    1. Submitting new business before the Board.
    2. Engaging in debate or other discussion regarding business before the Board except during pre-allotted time.
    3. Any other activity deemed inappropriate by the Board.
  6. Any DENHAC member considered to be disruptive to the business of the Board may be asked to leave by the Board.
  7. An Executive Session may be called at the discretion of the Chair.
    1. Executive Session time shall be for board discussion of items of a sensitive nature which would not be appropriate for general membership (at the discretion of the Chair, e.g. disciplinary actions.)
    2. No formal action shall be taken during Executive Session. Any items requiring a vote shall be presented during board meeting time open to all members.

Voting

  1. Quorum
    1. A majority of Board members present for a designated Board Meeting, physically or electronically, shall constitute a quorum.
    2. In the absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.
  2. Passage of a motion requires a simple majority (one more than half the Directors present).
  3. The Chair does not cast a vote except in the case of a tie.

Conflict of Interest

  1. Any Director of the Board who has a financial interest in, or conflict (or the appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will temporarily vacate his seat and refrain from voting on said item.

Fiscal Policies

  1. The fiscal year of DENHAC shall be the calendar year.

Amendments

  1. These Bylaws may be amended by a two-third vote of Board members. A copy of the proposed amendment(s) shall be provided to each board member at least one week prior to the voting on adoption.