Bylaws
Conduct of Business | Other Personnel | Indemnification of Directors/Employees
Bidding and Contracting Procedures | Financial Administration | Amendments
ARTICLE I
1.1 District Office. The principal office of the District shall be at 109 E. Industrial Boulevard, Pueblo West, Colorado 81007. The Board may, from time to time, designate, locate and relocate its executive and business office and such other offices as, in its judgment, is necessary to conduct the business of the District.
ARTICLE II
2.1 General Powers. All powers, privileges and duties vested in, or imposed by, the District by law, shall be exercised and performed by and through the Board of Directors, whether set forth specially or implied in these by-laws. The Board of Directors may delegate to officers and employees of the District any or all administrative and ministerial powers.
2.2 Qualification and Terms of the Directors. Board members shall be qualified electors of the District. The term of each member shall be determined by relevant statutory provisions with elections held in even-numbered years and conducted in the manner prescribed by C.R.S. Title 32, Part 8 of Article 1.
2.3 Directors' Oath of Office. Each member of the Board, before assuming the responsibilities of this office, shall, at the expense of the District, file an individual schedule or blanket surety bond in an amount not less than $1,000.00 and shall take and subscribe an oath of office in the following form, to/wit:
OATH OF OFFICE OF DIRECTOR
STATE OF COLORADO)
) ss.
COUNTY OF PUEBLO )
I, _______________________ will faithfully support the Constitution of the United States and the State of Colorado, and the laws made pursuant thereto, and will faithfully perform the duties of office of Director of the Pueblo West Metropolitan District, upon which I am about to enter.
________________________________
Signature
Subscribed and sworn to before me this _______day of
_________________, 19_____.
_____________________________________________
County Clerk, President of the Board of Directors, or Notary Public
2.4 Vacancy on Board. Any vacancy occurring on the Board shall be filled by a majority vote of the Board until the next biennial election when the vacancy shall be filled by election for the remainder of the term or for a new term, as applicable.
2.5 Conflict of Interest. Any member of the Board who has a substantial direct or indirect interest in any non-governmental entity participating in a transaction with the District shall disclose a "potential conflicting interest", and if possible, refrain from participating in the transaction. If not possible, a disclosure of the potential conflict of interest shall be made providing 72 hours actual advance written notice to the Secretary of State or to the governing body of the District, in accordance with C.R.S. 18/8/308.
ARTICLE III
3.1 Election of Officers. The Board of Directors shall elect one of its members as Chairman of the Board and President of the District, one of its members as a Treasurer of the Board and District, and a Secretary who may be a member of the Board. The Secretary and Treasurer may be one person, but if such is the case, he shall be a member of the Board. The election of the officers shall be conducted annually at the first regular meeting of the Board in May of each year. Each officer so elected shall serve for a term of one year, which term shall expire upon the election of their successor or upon their re-election to that office.
3.2 President. The President is the Chairman of the Board and presides at all meetings. He also is the Chief Executive Officer of the District. Except as otherwise authorized, the President or other official designated by the Board, shall sign all contracts, deeds, notes, debentures, warrants and other instruments on behalf of the District. All contracts, deeds, notes, debentures, warrants and other instruments to be signed by the President shall be approved by the Board.
3.3 Secretary. The Secretary shall keep the records of the District; shall act as secretary at meetings of the Board and record all votes; shall compose a record of the proceedings of the Board in a minute book kept for that purpose, which shall be an official record of the Board, and shall perform all duties incident to that office. He shall be custodian of the seal of the District and shall have the power to affix such seal to all contracts and all instruments authorized to be executed by the Board.
3.4 Treasurer. The Treasurer is chairman of the Budget Committee and of the Auditing Committee. He shall supervise the financial records of the District and shall, before assuming the duties of his office, file at the expense of the District, a corporate fidelity bond in an amount determined by the Board, of not less than $5,000.00, conditioned on the faithful performance of the duties of his office.
3.5 Additional Duties and Other Officers. The Board may appoint such other members of the Board as Vice President and Assistant Secretary/Treasurer as it deems appropriate. The officers of the Board shall perform such other duties and functions as may, from time to time, be required by the Board, by the by-laws or rules and regulations of the District or by special circumstances, which actions may later be ratified by the Board.
ARTICLE IV
4.1 Regular Meetings. Regular meetings of the Board shall be held twice each month at a time and place as established and duly posted by the Board. The time and place of such meetings shall be adopted by the Board of Directors and shall be attached to the by-laws as Appendix A. The time and place of said meetings may be changed by majority vote of the Board of Directors.
4.2 Notice of Meetings. Notice of regular meetings shall be given by posting copies of the time and place of the meeting in at least three public places within the limits of the District and in addition, on the bulletin board of the Court House at Pueblo County, Colorado, at least three days (Sb-09-87 Sept. 1, 2009) before regular meetings. Such notice shall remain posted and shall be changed in the event that the time and place of the meeting has changed.
4.3 Special Meetings. Special meetings of the Board may be called upon three days notice by any Board member or the District Manager.
4.4 Notice of Special Meetings. Notice of special meetings shall also be given by posting copies of the notice in at least three public places within the limits of the District and in addition, on the bulletin board in the Court House of Pueblo County, Colorado, at least three days before said special meeting. Such notice shall include the time and place of the meeting and the business to be transacted at such meeting.
4.5 Open Meetings. All meetings of the Board, other than executive sessions, shall be open to the public.
4.6 Executive Sessions. Business transacted at executive sessions shall be limited to legal and personnel matters which are exempted from requirements of public disclosure by the laws of this State and United States. Executive Sessions may be called by any Board member, the District Manager or District Legal Counsel.
ARTICLE V
5.1 Quorum. All business matters of the Board of Directors (except personnel and legal matters conducted in executive sessions) shall be conducted only during a regular or special meeting at which a quorum is present. No business shall be transacted unless its purpose has been specified in the notice of said special meeting.
5.2 Quorum Required. Three members of the Board shall constitute a quorum at any meeting.
5.3 Voting on Business Matters. Any formal business of the Board shall require the affirmative vote of a majority of the Directors present and voting. When special or emergency circumstances affecting the health, safety and welfare of the District's residents so dictate, actions by those Directors available at the time may be ratified at the next meeting of the Board.
5.4 Effect of Attendance. The attendance of any Director at a meeting shall constitute a waiver by him of the provisions herein provided for notice to him and the attendance of all Directors shall constitute a waiver of notice as to the Board as a whole.
5.5 Written Waiver. Notice of meetings may be waived in writing or by telegram by members of the Board.
5.6 Adjournments. A regular or special meeting and an adjourned meeting of either may be adjourned, in which event it shall constitute one and the same meeting with that from which it was adjourned, provided that when the law requires that any act be performed at a subsequent meeting an adjourned meeting shall constitute a subsequent meeting for that purpose. No further notice need be given of an adjourned meeting provided that notice of the adjournment shall be given to any Director who shall be absent at the prior meeting.
5.7 Holidays. In the event that any day fixed for a regular meeting of the Board shall fall upon a holiday, then the meeting appointed for such day shall be held on the next day, which may not be a holiday, at the same hour specified for the meeting to be held, or as established by the Board of Directors.
5.8 Resolutions and Orders. Each and every action the Board necessary for the governing and management of the affairs of the District, for the execution of the powers vested in the District, and for carrying into effect the statutory provisions applicable to the District, shall be taken by the passage of motions, resolutions and/or orders.
5.9 Minute Book. Within a reasonable time after the action, all orders, resolutions, motions and other actions shall be recorded in a book kept for that purpose and shall be attested by the Secretary for the meeting.
5.10 Order of Business. The business of all regular meetings of the Board shall be transacted as practicable in the following order:
a. Roll Call
b. Reading of Minutes
c. Reading of Reports
d. Reading of Communications
e. Reading of Petitions
f. Unfinished Business
g. New Business
h. Adjournment
5.11 Parliamentary Procedure. The "Sturgis Code of Parliamentary Procedure" shall govern the procedure of the Board in all situations nor otherwise provided for by law or by the adopted rules of the District.
5.12 Recording Vote. Except where action shall be taken by the unanimous vote of all Directors present and voting, the ayes and noes shall be taken on all actions had and entered upon the minutes.
ARTICLE VI
6.1 District Manager. The Board may appoint a Manager to serve for such term and upon such conditions, including compensation, as the Board may establish. The Manager shall have general supervision over the administration of the affairs, employees and business of the District and shall be charged with the hiring and discharging of the employees and the management of District properties. He shall supervise the care and custody of all funds of the District and shall have deposited the same in the name of the District in such bank or banks as the Board may select. He should approve all vouchers, orders and checks for payment and shall see that regular books of account of all District transactions are kept.
6.2 Personnel Selection and Tenure. The selection of agents, engineers, accountants, attorneys and special consultants of the District by the Board will be based upon the relative qualifications and capabilities of the applicants and shall not be based on political services of affiliations. Agents and the District Manager shall hold their offices at the discrimination of the Board. Contracts for professional services of engineers, accountants, attorneys and special consultants may be entered into on such terms and conditions as the Board may deem reasonable and proper.
ARTICLE VII
Indemnification of Directors and Employees
7.1 Indemnification. The District will defend, save harmless and indemnify any officers, agents or employees, whether elective or appointive, against any tort or professional liability claim or demand, whether groundless or otherwise, arising out of any alleged act or omission occurring in the performance of duty. The District will compromise and settle any such claim or suit and/or pay the amount of any settlement of judgment rendered thereon.
a. For the purpose of this Article VII only, the following definitions shall apply:
1. Employee. "Employee" shall refer to an officer, employee, servant or any other person employed by the District who works under the control of the District as well as any elected or appointed official, whether or not compensated.
The term "employee" specifically excludes any person or organization contracting to perform services or acting for the District as an independent contractor.
2. Performance of Duty. The term "performance of duty" shall be interpreted as broadly as possible to include any situation in which a District Employee could conceivably be deemed to be acting within the scope of his employment. It shall specifically extend to all employees who are providing service on a voluntary basis or otherwise to any private, corporate, or governmental agency other than the District when doing so with the express or implied consent or authorization from the District. The term "performance of duty" shall not include any act or omission constituting deliberate and intentional tortuous or criminal conduct, or malfeasance in office or willful or wanton neglect of duty.
b. The District reserves the right to designate the attorney appointed to defend any employee in any tort or professional liability action instituted pursuant to this Section.
c. The District agrees to indemnify any employee up to, but not to exceed, the amount of $150,000.00 per person with an aggregate limit of $400,000.00 for any number of claims arising out of a single occurrence, or in the maximum amounts otherwise specified under the Colorado Governmental Immunity Act (Title 24, Article 10, C.R.S.). The District specifically reserves any defenses which are made available to employee by said Act.
d. All claims to be paid pursuant to this Section shall be paid by the District or its insurer. Any judgment or settlement in a claim against the District shall be paid in accordance with the provisions of said Governmental Immunity Act.
e. No defense or indemnification shall be provided by the District to any employee in any of the following circumstances:
(1). If the employee fails to use due care in reporting to the District any incident which he might reasonably expect to result in a claim of tort or liability against him or the District.
(2). If any employee fails to notify the District of any notice of claim or summons and complaint served upon him commencing a suit for damages reimbursable pursuant to this Section; such notice shall be given to the District within five (5) business days of its service upon the employee.
(3). If an employee fails to exercise reasonable efforts to notify the District of any claim which is informally asserted against him for damages reimbursable pursuant to this Section.
(4). If an employee refuses to cooperate with an investigation or defense of any lawsuit by the District, or its insurer, or by any private attorney employed by the District to furnish the defense to said employee, or any private investigator hired by the District to investigate such tort or professional liability claim.
f. If the District or the employee against whom a claim reimbursable hereunder is asserted has any other valid insurance, bond or indemnification plan available covering the loss or damage alleged against him, such insurance, bond or other plan will supplement the District's indemnification when payments made on any claim exceed the limitation set forth above.
g. In the event of any payment made pursuant to this Section, the District shall be subrogated to all of the employee's rights of recovery therefor against any person or organization, and the employee shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights of subrogation. The employee shall do nothing to prejudice such rights.
h. No assignment of indemnification shall be permitted without the written consent of the District, and signed by the President and no such assignment shall bind the District unless such written consent is given prior to assignment. If, however, the employee should die, the benefits of this Section shall be available to, and apply fully to, the employee's legal representative, but only while acting within the scope of his duties.
i. Any defense and indemnification available to an employee under this Section shall continue to be available after the termination of his employment if the act or omission causing such liability occurred during the course of his duties while an employee of the District. Such defense and indemnification shall not be available to a former employee, however, in the event that the tort or professional liability claim against him is asserted as a counter-claim or off-set in any suit brought by the employee, except to the extent that the liability of such employee may exceed the amount of his own claim.
j. The provisions of this Section shall be subject to and, to the extent of any inconsistency therewith, shall be modified by, said Colorado Governmental Immunity Act.
ARTICLE VIII
Bidding and Contracting Procedures
8.1 Bidding Requirements. Except in cases in which a district will receive aid from a government agency, a notice shall be published for bids on all construction contracts for work or material, or both, involving an expense of $50,000.00 or more. The District may reject any and all bids, and if it appears that the District can perform the work or secure material for less than the lowest bid, it may proceed to do so. All bidding and contract procedures shall be in compliance with C.R.S. Article 92, Title 24. If any provisions of these bylaws are in conflict with said statute, the provisions of the statute shall control.
8.2 Notice. A notice of Invitation to Bid shall be published in a newspaper of general circulation within the District boundaries once per week for three consecutive weeks. Such Notice will request sealed proposals for the construction to be done, or for the materials needed. The specifics of the contract, where and when the plans and specifications may be examined, and the time and place the sealed proposals will be opened and publicly read shall be stated in the Notice.
8.3 Board of Authority. The Board retains the right, in its sole discretion, to reject any or all proposals, to determine the proposal and subcontractors that will serve the best interest of the District, and determine the proposal and sub-contractor which is most responsible to perform the work.
ARTICLE IX
9.1 Fiscal year. The fiscal year of the District shall commence on January 1 of each year and end on December 31.
9.2 Budget Committee. There shall be a permanent committee, known as the Budget Committee, composed of the Treasurer, a member of the Board appointed by the President, the Manager, and the Finance Director, which shall be responsible for the preparation of the annual budget of the District and such other matters as may be assigned to it by the President and/or the Board.
9.3 Budget. On or before October 15th as required by the Colorado Revised Statutes [Resolution 1803] of each year, the Budget Committee shall prepare and submit to the Board of Directors a proposed budget for the ensuing fiscal year. Such proposed budget shall be accompanied by a statement which shall describe the important features of the budget plan and by a general summary wherein shall be set forth the aggregate figures of the budget in such manner as to show the balanced relation between the total proposed expenditures and the total anticipated income or other means of financing the proposed budget for the ensuing fiscal year. Said summary shall also include the final figures for the last completed fiscal year and the corresponding estimated figures for the current fiscal year. It shall be supported by explanatory schedules or statements classifying the expenses contained therein by services, subjects and funds. The anticipated income of the District shall be classified according to the nature of receipts.
9.4 Notice of Budget. Upon receipt of such proposed budget, the Board of Directors shall cause to be published a notice that the proposed budget is open for inspection by the public at the business office; that the Board of Directors will consider the adoption of the proposed budget on a certain date; and that any interested taxpayer may inspect said budget and file or register any objections thereto at any time prior to its final adoption. Notice shall be published in substantial compliance with C.R.S. Section 29/1/108.
9.5 Adoption of Budget. On the date set for consideration of such proposed budget, the Board of Directors shall review the proposed budget and revise, alter, increase or decrease the items as it deems necessary in review of the needs of the District and the probable income of the District. The Board shall then adopt a budget setting forth the expenditures to be made in the ensuing fiscal year. The Board of Directors shall provide for sufficient revenues to finance budget expenditures with special consideration given to the proposed ad valorem tax levy.
9.6 Filing of Budget. Upon the adoption of the budget, the Board shall cause a certified copy of each such budget to be filed with the Division of Local Government at the Department of Local Affairs.
9.7 Levy and Collections of Taxes. On or before December 15th [Resolution 1797] of each year, the Board shall certify to the Board of County Commissioners of the County the mill levy established for the ensuing fiscal year, in order that at the time and in the manner required by law for the levying of taxes, such commissioners shall levy such tax upon the assessed valuation of all taxable property within the District.
9.8 Appropriating Resolution.
a. At a meeting held before January 1st of the ensuing fiscal year, the Board of Directors shall enact a resolution making appropriations for the ensuing fiscal year. The amounts appropriated thereunder shall not exceed the amounts fixed therefor in the budget previously adopted.
b. The income to the District, as estimated in the budget and as provided for in the tax levy resolution and other revenue and borrowing resolutions, shall be allocated in the amounts and according to the funds specified in the budget for the purpose of meeting the expenditures authorized by the appropriation resolution.
c. The Board of Directors may make an appropriation to and for a contingent fund to be used in case of emergency or other unforeseen contingencies.
9.9 No Contract to Exceed Appropriation. The Board shall have no authority to enter into any contract or otherwise bind or obligate the District to any liability for payment of money for any purposes, for which provision is not made in the appropriation resolution or is in excess of the amount for such appropriation for that fiscal year. Any contract, verbal or written, contrary to the terms of this sub-section shall be void ab initio, and no District funds shall be expended in payment of such contracts except as authorized by the voters of the District and as provided in the following Section.
9.10 Contingencies.
a. In cases of emergency caused by a natural disaster, public enemy, or some contingency which could not reasonably have been foreseen at the time of the adoption of the budget, the Board of Directors may authorize the expenditure of funds in excess of the budget by resolution duly adopted by a two-thirds vote of the entire membership of the Board. Such resolution shall set forth in full the facts concerning the emergency and shall be included in the official minutes of that meeting.
b. If so enacted, a copy of the resolution authorizing additional expenditures shall be filed with the Division of Local Government at the Department of Local Affairs and shall be published in compliance with the state statute.
9.11 Annual Audit.
a. The District shall cause an annual audit to be made during the month of January of all financial affairs of the District through December 31st of the prior fiscal year. The audit report must be submitted to the District within six months of the end of the prior fiscal year. Such audit shall be made by a registered or certified public accountant who has not maintained the books, records and all accounts of the District during the subject fiscal year.
b. A copy of the audit report shall be maintained in the District office as a public record for public inspection at all reasonable times.
c. The Treasurer shall forward a copy of said audit report to the State Auditor, or other relevant state official, pursuant to statutory requirements, within thirty days following completion of the audit.
9.12 Check Issuance Authorization. All checks issued by the District shall require two (2) signatures. The Board shall authorize by resolution from time to time those persons authorized to sign checks.
ARTICLE X
10.1 Procedure. These bylaws may be altered, amended or repealed and new bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors upon notice to the Board of Directors and the public pursuant to the notice required for special meetings of the Board of Directors.
