GHTM Newsletter, Minutes of 1-14-25 Special Meeting
GOLD HILL TOWN MEETING NEWSLETTER
Minutes of the January 14, 2025, Special Town Meeting called to go over proposed bylaw changes.
Next Regular Town Meeting is Monday, February 10, 7:00 p.m.
The meeting was called to order by Chair Dan Maedke. Nine people were present: David Brigham, Maggie Simms, Dan, Marcus Moench, Paul Landskroener, Boyd Brown, Treasurer Christine Maedke, Virginia Schultz, and Secretary Gretchen Diefenderfer.
Dan turned the meeting over to Chrissy to lead the bylaw discussion. Boyd opened by stating that the purpose of bylaws is to run the town system and sometimes it’s better to have the checks and balances to make sure the organization is really democratic.
Gretchen handed out a missive about how the GHTM and its bylaws have been functioning for some time:
January 12, 2024 – slightly revised 1-27-25
Regarding the Gold Hill Town Meeting (GHTM) and the Gold Hill Town Council (GHTC)
The bylaw discussion and perceived need to update them leads me to think about our town government and how it works. It’s not just a 501(C) 3, with a particular agenda. That’s a fairly recent development (1970) necessitated by our being deeded the town property by the County Commissioners. Even though we aren’t an incorporated town, we’ve had some form of local government since the mining days. And, because we have been around for such a long time, we do have a certain credibility with Boulder County and other organizations
Our GHTM is our community organization, our town government, and has been for many years before I got here in 1966 and it’s pretty much a pure democracy. The town meeting, made up of all the voters in the community, drives actions – votes on what we want to do – and the town council is our elected body to carry out what the town decides. For a small community like ours, this has always worked well and helped insure everyone is represented.
Here is our purpose as stated in the present bylaws
Article I, Section 2, Purpose: The purpose of the Gold Hill Town Meeting, Inc. shall be:
- To hold town meetings and provide a forum for community discussion and basis for community action, and to establish qualifications for participation therein.
- To acquire, hold, sell, or lease real property for the general purpose of preserving the historical and natural setting of Gold Hill and the surrounding area.
- To act as trustee.
- To cooperate with the County Planning Department, County Health Department, and other departments of the County, State, or Federal government.
- To take any and all other action to improve, preserve, and benefit the community of Gold Hill and the surrounding area.
- To apply for and receive government grants or assistance, to solicit funds and donations, and undertake or sponsor community fund-raising projects.
- To do all other acts necessary or appropriate to promote the social welfare of the community of Gold Hill.
And it’s mostly worked quite well. Whenever a big, contentious issue comes up – maybe the most recent being the community center and the possibility of buying 900 Pine for that purpose – we’ve empowered a committee to look into it. That committee put out surveys to find out how people felt and ascertained that the concept wasn’t workable this way at this time. And the town meeting voted against it.
At this point, those working on revising the bylaws have expressed the opinion that we need to empower the town council versus the town meeting in order to facilitate getting and administering grants and to move more expeditiously on matters versus putting decisions before the TM, which only meets every other month. But it’s not quite that either/or. Given #6, above, we, the town meeting, can empower a committee or the TC itself to pursue and administer grants for specific purposes (wildfire mitigation being our most recent big undertaking) and give them the authority they need. And, if meeting every other month isn’t meeting our needs, we could change the meeting schedule to every month. We used to meet 4 times a year and, when there became too many things to deal with, changed it to 6 times, so we could change it again. It does seem like our meetings are covering a lot of issues and running pretty late.
Tidying up the bylaws seems useful when needed, but many of us really love the pure democracy we’ve operated under for so long and do not want to change our basic structure, or see the need to do so.
Also, I believe bylaw changes should be carefully considered and discussed, as I believe the present structure provides. I will still strongly support voting on the bylaw changes section by section, because I do not believe the ramifications of some of the proposed changes have been clear and merit further discussion.
Sincerely, G
Marcus reported that they (he and Elisabeth Caspari) have experienced being part of an HOA (which took 2½ years to change the bylaws) as well as their own organization and we do not want to make it so cumbersome that we can’t respond in a timely manner. People engage at focal times – when issues come up. In a representative democracy, people represent the people who elected them and need their confidence and support. In our current situation, he would like to see the board with a large number of people who voted them in.
Chrissy returned from taking a phone call from Leslie Finn and reported that Leslie does not support our going in the direction of an HOA.
Paul stated that the bylaws set up the structure and the organization does what’s supported. He believes that policy decisions should be in a policy handbook, i.e., there is no need to put the address in the bylaws – put that in the policies. He’s in favor of broad, general bylaws and then specifics in the policies.
Gretchen stated that it seems simpler to keep things like the address in the bylaws, easily found on the website rather than having to go to another document.
We then went Section by section discussing proposed changes (again, the present bylaws can be found on our town website, goldhilltown.com under Community Info, “What is the Gold Hill Town Meeting? https://goldhilltown.com/what-it-is/ Here’s the link to the presentation in Google Drive: https://docs.google.com/presentation/d/138K9Dt8jq8qzRA7e34rQ9C-y3IHmCg-fS6a7ZIwbWXA/edit#slide=id.g32c5c1180f4_0_1
Article I: Name, Purpose & Mailing Address
Section C: Mailing Address-
The mailing address of the Gold Hill Town Meeting, Inc. shall be:
1011 Main Street – Gold Hill
Boulder, Colorado, 80302-8777.
Section C: Mailing Address- Proposed Changes
Proposed Deletion/Change:
The town council shall establish and publicize a mailing address for the organization.
This becomes policy, not bylaws:
The mailing address of the Gold Hill Town Meeting, Inc. is:
1011 Main Street (Gold Hill)
Boulder, Colorado 80302-8777
Not Unanimously Approved – see discussion above Seems appropriate to leave the address in the bylaws.
Article II: Membership
Section A: Eligibility-
Those residing in the following area are members and may vote at town meetings, provided they fulfill the voting requirements set forth in Article II, Section B, Qualification. This area is identified as that included in the boundaries of the Gold Hill Fire Protection District (GHFPD):
Section B: Qualifications-
In order to vote, a member of the Gold Hill Town Meeting, Inc. must:
- Be a minimum of 18 years of age.
- Have lived in Gold Hill for sixty days during the twelve months prior to the meeting
or for sixty days during the previous five years with no less than five days in any one year.
- Be registered with the Secretary at the meeting.
- Be present at the meeting to be certified to vote at that meeting.
Section A: Eligibility- Proposed Changes
All residents and property owners within the Gold Hill Fire Protection District who are over the age of 18 are members of the Gold Hill Town Meeting and have voting rights. Each member is entitled to cast one vote on any issue that requires a vote by the GHTM membership, regardless of the number of properties owned. In my notes, this last phrase was deleted.
Approved, except that my notes show that last phrase was deleted.
Article III: Members Meetings
Section A: Regular Meetings-
Regular meetings of the Gold Hill Town Meeting, Inc. shall be held six times each year: February, April, June, August, October, and December on the second Monday of the month at such time and place as may be determined by the Town Council.
This becomes policy, not bylaws:
The GHTM will hold general membership meetings six times each year—on the second Monday of February, April, June, August, October, and December—or on an alternative date, time, and location as determined by the Town Council, with at least two week’s notice given for rescheduled meetings.
Not unanimously approved – Gretchen believed the second Monday in the previous bylaws is best to state in the bylaws – it can then go into the GH Calendar and everyone knows what to expect. If it seems necessary, something could be added that, “in case of an emergency, a scheduled meeting may be changed and notice given as soon as possible”. The present schedule was decided upon by the Town Meeting, not the Town Council
Article III: Members Meetings
Section B: Annual Meetings-
The annual meeting of the Gold Hill Town Meeting, Inc. shall be held on the second Monday of August each year. The election of Town Council members shall be held at the annual meeting.
Section B: Town Council Election Meeting– Proposed Changes
The annual election of Town Council members shall take place during the general membership meeting in August.
Approved
Article III: Members Meetings
Section C: Budget Meetings
The annual budget meeting of the Gold Hill Town Meeting, Inc. shall be held annually at the October Town Meeting.
The GHTM Treasurer shall submit estimated income and expenses for the following year.
Requests for funding from the general fund may be made by the various Committees or any constituency of the GHTM at this meeting, and at any regularly scheduled meeting.
Section C: Budget Meetings- Proposed Changes
The GHTM will approve a budget before the start of the next fiscal year. The Town Council must establish a policy for submitting requests from the budget.
This becomes policy, not bylaws:
Committees or individuals seeking funding from the general fund must shall submit their requests to the Treasurer at the October general membership meeting.
At the budget meeting, the Treasurer shall present the proposed income and expenses for the following year. The general membership will review and consider the proposed budget. The Town Council, by majority vote, may adopt the proposed budget as submitted or make amendments. If the budget for the following year is not approved at the meeting, the current budget will remain in effect until a new budget is approved.
Not Unanimously Approved – Gretchen, again, thinks this should stay in the bylaws and the phrase, “Requests for funding from the general fund may be made by the various Committees or any constituency of the GHTM at this meeting, and at any regularly scheduled meeting” is important and should stay. Also, importantly, it should be the Town Meeting that adopts the budget, not the Town Council
Article III: Members Meetings
Section D: Special Meetings-
Special meetings of the Gold Hill Town Meeting, Inc. may be called by the Chair:
- At the request of at least three members of the Town Council.
- By petition requesting a special meeting signed by at least twenty members of the Gold Hill Town Meeting, Inc.
Section D: Special Meetings- Proposed Changes
Special meetings are additional general membership meetings called to address urgent concerns or expedite town business. Special meetings of the GHTM may be called by the Chair:
- Upon the written request of at least three members of the Town Council, or
- By a petition requesting a special meeting, signed by at least twenty members of the GHTM.
Unanimously Approved
Article III: Members Meetings
Section E: Written Notice-
Written notice of all members’ meetings shall be posted to the town website (goldhilltown.com), emailed to all members, and sent by U.S. Mail to those who request them at least two weeks prior to all regular, annual, and special meetings.
Section E: Written Notice- Proposed Changes
The Town Council must provide notice of the date, time, location, and agenda for any general membership or special meeting at least two weeks in advance. Notice may be given through various methods, including, but not limited to, electronic notification to individuals on the town’s mailing list, news outlets, the town website, or social media within the GHTM member area.
Unanimously Approved
Article III: Members Meetings
Section F: Quorum-
A quorum for a member’s meeting of the Gold Hill Town Meeting, Inc. shall exist if three of five members of the Town Council are present to transact any business to be presented in accordance with the Articles of Incorporation or Code of Bylaws.
Section F: Quorum- Proposed Changes
A quorum for a GHTM general membership meeting is required to call for a membership vote. A quorum is considered present if:
- At least three of the five members of the Town Council, and
- At least five other members of the GHTM
are in attendance to conduct any business.
Unanimously Approved
Article III.5: Conflicts (Proposed Addition of New Article)
Section G: Conflict of Interest- Add to Bylaws
To ensure Town Council members fulfill their duties of loyalty to the organization and maintain transparency with the membership, the Town Council will establish a Conflict of Interest policy. This policy requires all Town Council members to disclose any actual or potential conflicts of interest—financial or otherwise—that may affect their ability to act in the best interests of the organization.
Town Council members must disclose such conflicts in writing at least once a year, and whenever a conflict arises. Any member with a conflict of interest is required to recuse themselves from discussions or decisions related to that matter.
Unanimously Approved
Article III.5: Conflicts (Proposed Addition of New Article)
Section H: Membership Code of Conduct- Add to Bylaws
The Town Council will establish a written Code of Conduct policy to govern participation in general membership meetings, events, and other official communications. The Code of Conduct encourages the expression of opinions and viewpoints in a civil manner while prohibiting the use of abusive language or behavior that is disrespectful to others or disrupts the orderly conduct of business.
If a participant violates the Code of Conduct, the Town Council may impose consequences. These may include, but are not limited to, asking the individual to leave a meeting or prohibiting further contact with Town Council members.
Unanimously Approved
Article IV: Town Council
Section A: Members- Proposed Combining with Section 8
The Town Council shall consist of five members: Chair, Vice Chair, Secretary, Treasurer, and Member-at-Large.
Section H: Town Council Duties- Proposed Changes (Suggest combining with Section A)
The Town Council is responsible for overseeing the organization’s business and properties and for fulfilling all duties under Colorado state law for nonprofit corporations, as well as those outlined in these bylaws. Each Town Council member will perform the duties typically associated with their office and any additional responsibilities as designated by the Town Council.
This becomes policy, not bylaws:
The Town Council members will primarily be responsible for the following tasks:
Chair:
- Serve as the main point of contact for general GHTM communications
- Lead general membership meetings
- Lead fundraising initiatives
- Manage grant reporting and auditing in collaboration with the Treasurer and grant managers
- Serve as an ex officio member of all committees
- Coordinate the work of all officers and committees to ensure the organization’s purpose is fulfilled
- Serve as the primary signatory for official correspondence and documents
- Fulfill additional Town Council duties as needed
Vice Chair:
- Assist the Chair and carry out the Chair’s duties in their absence or inability to serve
- Fulfill additional Town Council duties as needed
Secretary:
- Distribute the agenda prior to general membership meetings
- Take and distribute meeting minutes after the general membership meetings
- Lead general membership meetings in the absence of both the Chair and Vice Chair
- Fulfill additional Town Council duties as needed
Treasurer:
- Manage the town’s finances
- Prepare the organization’s annual budget
- Maintain current paperwork related to nonprofit status, tax-exempt properties, and other town business
- Manage grant reporting and auditing in collaboration with the Chair
- Report on and sign off on grant expenditures
- Fulfill additional Town Council duties as needed
Member-at-Large:
- Assist with fundraising initiatives
- Fulfill additional Town Council duties as needed
Unanimously Approved – My notes show that we added “Keeps Organizations records” to the Secretarial duties.
Article IV: Town Council
Section B: Eligibility
The Chair, Vice Chair, Secretary, and Treasurer must be a year round resident defined as an individual who has lived within the bounds of the Gold Hill Town Meeting area at least nine consecutive months prior to the election. All five council members shall be a minimum of 18 years of age.
Section B: Eligibility- Proposed Changes
All members of the Town Council must be voting members of the GHTM, as defined in these bylaws. Additionally, the Chair, Vice Chair, Secretary, and Treasurer must have resided within the GHTM area for at least nine consecutive months prior to their election.
Unanimously Approved
Article IV: Town Council
Section C: Term of Office-
Each council member shall hold office until a successor is duly elected and qualified. Any council member may resign at any time by giving written notice to the Town Council. Any such resignation shall take effect at the time specified therein, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
Section C: Term of Office- Proposed Changes
Each Town Council member shall serve a one-year term or until a successor is duly elected and qualified. A Town Council member may resign at any time by submitting written notice to the Town Council. The resignation will take effect as specified in the notice, and, unless otherwise indicated, no formal acceptance is required for it to become effective.
Unanimously Approved
Article IV: Town Council
Section D: Removal-
Any council member may be removed according to the following procedure:
- At a scheduled meeting, where a quorum is present, the removal of a council member may be proposed by a simple majority of those members present.
- The proposed removal of a council member must be included with the minutes of the meeting and distributed to the members at least two weeks prior to the next regularly scheduled meeting.
- At the next scheduled meeting, the council member may be removed by a majority vote of the Gold Hill Town Meeting.
Section D: Removal- Proposed Changes
A Town Council member may be removed through the following procedure:
- Removal may be proposed by:
- Any Town Council member, or
- At least ten GHTM members through a written petition.
- The proposed removal must be included in the agenda for the general membership meeting and distributed to the members at least two weeks prior to the meeting.
- Removal requires a two-thirds majority vote of the membership present at a general membership meeting where a quorum of Town Council members is present. The member proposed for removal does not count towards the quorum for the meeting.
Unanimously Approved
Article IV: Town Council
Section E: When a Council Member Moves
Any council member, other than the member-at-large, shall automatically resign upon moving from within the area bounded by the Gold Hill Town Meeting, Inc.
Section E: When a Town Council Member Moves- Proposed Changes
Any Town Council member who becomes ineligible for election under Article IV, Section 2, and does not voluntarily resign, shall be deemed to have resigned from the Town Council, and their position will be considered vacant.
Unanimously Approved
Article IV: Town Council
Section F: Vacancies-
Any vacancy must be filled for the remainder of the term by appointment by a majority of the council members within two weeks of its occurrence.
Section F: Vacancies- Proposed Changes
Any vacancy shall be filled by appointment for the remainder of the term, made by a majority of the Town Council members, within two weeks of its occurrence or as soon as practical.
Unanimously Approved
Article VII: Amendments
These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted according to the following procedure:
Section A:
At a regularly scheduled meeting, where a quorum is present, Bylaw change(s) may be proposed by a simple majority of those members present. Proposed Bylaw changes are to be made and approved section-by-section.
Section A: Proposed Changes
Bylaw changes may be proposed at a general membership meeting where a quorum is present. Proposed changes will be presented and discussed on a section-by-section basis.
Unanimously Approved
Article VII: Amendments
Section B:
The proposed Bylaw section(s), and the Bylaw section(s) that are intended to be replaced, must be included with the minutes of the meeting and distributed to the members at least two weeks prior to the next regularly scheduled meeting.
Section B: Proposed Changes
Proposed additions, deletions, or amendments to the bylaws must be included in the meeting minutes of the general membership meeting and distributed to members at least two weeks prior to the next general membership meeting.
Unanimously Approved
Article VII: Amendments
Section C:
At the next regularly scheduled meeting, the sections of the new Bylaws may be adopted by a two-thirds majority of the members of the Gold Hill Town Meeting, Inc. who are present. Bylaw changes are to be voted on section by section.
Section C: Proposed Changes
At the next general membership meeting, the proposed amendments to the Bylaws may be adopted by a two-third majority vote of the GHTM, Inc. members present.
NOT Unanimously Approved – Some still want the changes to be voted on section by section
Article VIII: Dissolution
This Corporation may be dissolved according to the following procedure:
Section A:
At regularly scheduled meeting, where a quorum is present, dissolution of the corporation may be proposed by a simple majority of those members present.
Section A: Proposed Changes
At a general membership meeting where a quorum is present, the dissolution of the corporation may be proposed by a simple majority of the members present.
Unanimously Approved
Article VIII: Dissolution
Section B:
The proposed dissolution of the corporation must be included with the minutes of the meeting and distributed to the members at least two weeks prior to the next regularly scheduled meeting.
Section B: Proposed Changes
The proposed dissolution of the corporation must be included in the agenda for the general membership meeting and distributed to members at least two weeks prior to the next general membership meeting.
Unanimously Approved
Article VIII: Dissolution
Section C:
At the next regularly scheduled meeting, the dissolution of the corporation may be adopted by a two-thirds majority of the members of the Gold Hill Town Meeting, Inc. who are present.
Section C: Proposed Changes
At the next general membership meeting, the dissolution of the corporation may be adopted by a three-quarters majority of the members of Gold Hill Town Meeting, Inc. who are present.
Upon dissolution of the GHTM, any remaining funds shall first be used to settle any outstanding bills, and, with the approval of the Town Council, may be spent for the benefit of the town of Gold Hill.
Unanimously Approved
With that, we moved to adjourn.
Respectfully Submitted, Gretchen Diefenderfer, Secretary