GHTM Newsletter – Minutes of the February 10, 2025 Town Meeting
GOLD HILL TOWN MEETING NEWSLETTER
Minutes of the February 10, 2025 Zoom and in person Town Meeting
A Special Town Meeting has also been called for Monday, March 10, at 7:00 p.m. at the Gold Hill School, In Person and Zoom To finish discussing the proposed bylaw changes, and to finish the Agenda from the February GHTM
The meeting was called to order by Chair Dan Maedke. Present were Dan, David Brigham, Maggie Simms, Michael Albes, Michael Wollard, Martha Knapp, Leslie Finn, Vice Chair Kelly Veit, Boyd Brown, Marcus Moench, Elisabeth Caspari, and Secretary Gretchen Diefenderfer. Attending by Zoom were Don and Marie Brookhart, Treasurer Chrissy Maedke, Shivaun Finn, Kaitlyn Barthell, Paul Landskroener, Marybeth Neal, Pam Sherman, Member at Large John Hatelid, Torkin Wakefield, and Steffi Wilson.
Minutes – of the December regular town meeting and the January special town meeting were approved as published.
Treasurer’s Report – Chrissy has purchased Quick Books and a card reader.
It was decided to move directly to discussing the Bylaw amendments. Dan read Chrissy’s Summary Statement:
Why update the bylaws?
Periodically reviewing and updating nonprofit bylaws is essential to ensure they remain relevant, clear, and compliant with state laws. For our Town Council, this process addressed problematic areas, particularly those related to managing grant finances. As stewards of these funds, it is critical to have accountability measures in place to allocate money properly and protect it from unintended uses. While revisions to address these financial responsibilities are forthcoming, our initial bylaw updates clarified roles and procedures that were previously vague or misleading. We also streamlined language to avoid potential legal challenges and strengthen our overall governance framework.
Summary Statement Continued:
What changes came out of the special meeting on the 14th of January?
- At the special meeting on January 14th, several minor but meaningful changes were made to our bylaws. First, we adjusted the language around time requirements, introducing a two-week deadline for notifications in most cases. An exception was made for the dissolution of the organization, which now requires a month’s notice.
- To simplify the bylaws and improve their functionality, we committed to creating a Policy Manual. This manual will house the detailed procedures and guidelines for how the Gold Hill Town Meeting (GHTM) and Town Council operate. The goal is to keep the bylaws as straightforward statements of governance, while policies—being easier to revise—provide the flexibility necessary for the organization to adapt to future circumstances. In the document, sections moved from the bylaws to the Policy Manual are clearly indicated.
- Additionally, minor language edits were made throughout the document to clarify or simplify the wording without altering the intended meaning.
- This careful revision process strengthens our governance framework and ensures our bylaws remain clear, flexible, and adaptable to our community’s evolving needs.
- In attendance at January Special Meeting: Boyd Brown, Paul Landskroener, Marcus Moench, Dan Maedke, Maggie Simms, David Brigham, Gretchen Diefenderfer, Virginia Schultz, Elisabeth Caspari, Chrissy Maedke. Additional input from Leslie Finn & Bear Carlson.
Summary Statement Continued:
Why do we need a Policy Manual?
Having a policy manual in addition to bylaws offers significant benefits for nonprofit organizations. While bylaws provide the foundational framework and overarching principles that govern the organization, a policy manual allows for detailed, adaptable guidelines that outline specific procedures and operations. This separation ensures the bylaws remain concise and focused on governance, avoiding unnecessary complexity. Policies, on the other hand, can be more easily revised to address evolving needs or circumstances without the formal amendment process required for bylaw changes. This flexibility helps the organization respond quickly to new challenges or opportunities while maintaining alignment with its mission and legal obligations. A well-structured policy manual also promotes consistency and transparency, ensuring that members and leadership have a clear, accessible resource for operational guidance.
Summary Statement Continued:
Will we vote on these at the February 10th meeting?
Yes. This set of bylaw changes was first proposed and presented at the October general membership meeting. The revisions were over a year in the making by the Bylaw Committee, with consistent opportunities for participation and feedback from the membership. A special meeting was held in November to review and suggest revisions to the proposed changes. In December, the bylaws underwent a section-by-section initial vote, during which all proposals were approved as first drafts by the membership.
In January, another special meeting was convened to make minor adjustments to some of the proposed bylaws. These changes focused on clarifications and refinements without altering the intent of the content. Now, after this thorough process, we are ready to hold a final vote on the proposed amendments at the February 10th meeting. This vote represents the culmination of a collaborative, transparent, and thoughtful effort to strengthen and modernize our governance framework.
For the previous Bylaws, go to our website goldhilltown.com and click on What is the Gold Hill Town Meeting under Community Information on the left. For the January GHTM minutes, see Gold Hill Town Meeting farther down.
With that, we embarked on a long discussion. Martha asked about the policy manual – who’s creating it – how does it get amended? Dan replied that we’re trying to get to a point where decisions can be made re grants, etc. more easily. The intent is to come back to the membership to clean up the bylaws and create the policies. A policy manual is easier to edit than the bylaws. Marcus added that having been chair, the ideal is direct democracy, but really few people elect the council and they’ve been uncomfortable applying for grants with no formal authority to talk to the County, the Boulder Watershed Coalition (BWC), etc., especially when we had to commit to matching funds. There’s been a lack of clarity about how the town meeting authorizes the town council for grants, the goat grazing, etc. in order to make timely decisions. They haven’t missed any collaboration on grants with the BWC and the BV Conservation agency yet, but they haven’t led any, which we might want to do in the future. Maya McHamer of the BWC notified Dan and offered the mitigation opportunity to him and the Mountain Stewards committee. There is the potential to have a short time to respond and make a contractual commitment. We need clarity that amending the bylaws and creating a procedural manual could give us. Leslie stressed that transparency will be critical and massive communication would be essential to give people the opportunity for input. Dan agreed that that is our policy – communication and transparency. Shivaun Hoyl questioned how the policies in the manual will apply – all that’s to be worked out. Marcus added that if the town meeting wants to move on grants, we need to be in a position where the town council is legally protected.
Martha suggested that appointed committees could be authorized for all this. Marcus again added that we need to be protected by our non-profit status (and our bylaws) to act expeditiously – sometimes within weeks vs the months between meetings. Leslie reported that the fire department applies for a lot of grants and generally has time to apply and hear back, but there could sometimes be urgency. Boyd thought that agencies might want to deal with the council and not a committee – they’ll want an organization that has legal status. There can be an issue of trust – not many people show up and the people elected can be whoever we can cajole to serve. The fire department just got through a quick turnaround applying for grants for a new fire truck – they asked the chief to write the grant application and it all happened in December.
Virginia suggested that we need to think if we’re reacting from a place of fear. This would not be the town council deciding who gets money, but deciding what to apply for. Deb wondered about the path of grant applications for Gold Hill. What does the town want to pursue – what do we all want to seek grants for? What are the plans/ideas/goals? She would like to see a more structured path from what the town’s interested in pursuing and would look for a grant to support. The present path doesn’t feel grounded to her. Dan agreed that it has been a bit haphazard. And our first goal is to clean up the bylaws and put together a policy manual. Deb wanted to know what are the “big things” being talked in the future that we’re doing this for? Dan said that we won’t go for any grants unless the town wants to and supports. Chrissy said the ability for a quick turn-around is a small piece, part of this bylaw amendment process is just a clean-up to make sure we’re in legal compliance. Paul added that these proposed amendments to the bylaws are not about the relative balance between the town meeting vs the town council. These modest changes are to rationalize the structure. Subsequently, the balance between the town meeting and the town council will be addressed.
We then turned to looking at the bylaws, which, under the present bylaws, takes a 2/3 vote to amend
Article I: Name, Purpose and Mailing Address. Section A: Name
The name of this organization shall be Gold Hill Town Meeting, Inc. (GHTM)
Section A: Name – Proposed Change
The name of this organization is Gold Hill Town Meeting, Inc. (GHTM)
APPROVED, 19 – 0
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
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
There was discussion about keeping the address in the bylaws. Gretchen so moved (which was apparently out of order, but we voted and it was defeated 8-9). Deb opined that we don’t need to add Gold Hill to the address.
Defeated – Virginia made a motion in favor of adoption. The vote was 10 in favor and 9 opposed, which did not meet the 2/3 threshold and the motion was defeated. Address will stay as in the previous bylaws adopted 12-14-2020.
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 2, 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
Section A: Eligibility-
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.
(The above map is included)
APPROVED – Steffi questioned the loose definition of resident, but David moved that we adopt the proposed changes and Marcus seconded. The vote was 17 – 0.
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.
Section A: General Membership Meetings – Proposed Changes
The GHTM will hold general membership meetings a minimum of six times per year on a regularly established schedule. Changes from the previously announced schedule can be made, giving members reasonable notice. These meetings may be held electronically and/or in person, as decided by the Town Council. Meeting minutes will be recorded and promptly distributed to the membership.
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.
APPROVED – Maggie moved that we adopt the amendment and it was approved 17 to 2.
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 – Leslie moved we adopt the amendment, David seconded and it was approved 19 – 0.
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 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 meetng, the current budget will remain in effect until a new budget is approved.
This generated a lot of discussion, particularly around the Town Council vs the Town Meeting approving the budget.
Defeated – This amendment was defeated 4 – 15.
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.
Approved – Leslie moved that we approve the amendment, Maggie seconded and the vote was 18 – 0.
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.
Approved David moved we adopt the amendment, Leslie seconded, and it passed 17 – 0
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.
Approved – Leslie moved we adopt the amendment, David seconded and it passed 17 – 0
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.
This generated quite a bit of discussion. Martha questioned the term “loyalty”, but Paul said it’s a legal term with a known definition and a conflict of interest statement needs to be in the bylaws. John added that the conflict of interest must be publicly known so the Town Meeting knows and can evaluate it. Val added town meeting members should be able to bring up possible conflict of interest issues as well. Chrissy answered that details will be in the policy manual.
Approved – The motion carried 15 – 0
- 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.
Again, there was a lot of discussion pro and con.
Defeated – Leslie moved we adopt, David seconded. It was defeated 4 – 10
Article IV: Town Council
Section A: Members – Proposed Combining with Section H
The Town Council shall consist of five members: Chair, Vice Chair, Secretary, Treasurer, and Member-at-Large.
Martha and several others thought it didn’t make sense to combine it – that it makes more sense alone.
Defeated – Leslie moved we adopt, Boyd seconded. Combining this with Section H was voted down 6 – 9, and it stands as Section A.
Article IV: Town Council
Section H. Town Council Duties
Each Town Council member shall have the duties ordinarily attending the office held and other duties as the Town Council may designate.
Section H. Proposed Changes
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.
Approved – Leslie moved we adopt the amendment, Maggie seconded and it carried 18-0.
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 Change
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.
Approved – Leslie moved we adopt the amendment, Martha seconded and it passed with 15 in favor. Steffi again said that we have not clearly defined what a resident is, but we did not address that.
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 Change
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.
Approved – Leslie moved we adopt the amendment, Boyd seconded and it passed 18 – 0.
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 Change
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.
Approved – Leslie moved we adopt the amendment, Boyd seconded, and it passed 15-1.
At this point it was almost 10 pm. Michael moved we adjourn and it was seconded and passed.
The consensus was that we would call a Special Town Meeting in March to finish the bylaws and the rest of tonight’s agenda, and we adjourned.
Respectfully submitted, Gretchen Diefenderfer, Secretary