Posted on: October 5th, 2025

GOLD HILL TOWN MEETING NEWSLETTER

Minutes of the September 24, 2025  Zoom and in person Special Town Meeting

Next Regular Meeting will be Monday, October 13th in person at the Firebarn, and by Zoom

The meeting was called to order by Chair Kelly Veit at 7:10  Present were Kelly, Bear Carlson, Vice Chair Kaitlyn Barthnell, Leslie Finn, Treasurer Martha Knapp, Rick Sheingold, Boyd Brown, and Secretary Gretchen Diefenderfer.  Attending by Zoom were Maggie Simms and Val Crist.

Articles of Incorporation from December 5, 1969 were handed out.  Boyd wanted to make sure that people know these incorporate us as a non-profit and that we are not an incorporated town.  At the time, we needed to do this principally because we needed to be a more official body in order to receive the cemetery, most of the meadow, and people’s park from the County Commissioners, having discovered that they were all still held in trust by the County.  

Our Purpose is listed in Article III and was taken from our bylaws at the time.  

The purpose or purposes for which the corporation is organized are: 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 surrounding area  To act as trustee.  To coordinate 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 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.

 

After looking at the A of I, Val asked if we wanted to jump into Article V.  The suggestion was that we should check and make sure there are no redundancies between  the roles of the Gold Hill Town Meeting and the GHTC.

Looking at Article II, Section C, it was suggested we need to add “which may include but not be limited to” after “Members of the GHTM shall have the authority and responsibility” 

Article II: Membership Proposed Addition 

Section C, Authorities and Responsibilities of the Gold Hill Town Meeting Membership: 

Members of the GHTM shall have the authority and responsibility to: 

•  Vote to elect the Town Council annually; 
•  Vote to remove a Town Council member before the end of their term; 

●  Vote on the establishment and removal of support staff; 

●  Vote on the formation and dissolution of committees; 

●  Vote on the designation of standing committees; 

●  Vote to amend a committees charter; 

●  Vote on the major programs and activities the GHTM will focus on annually; 

●  Vote to approve the annual budget; 

●  Vote on resolution of issues that may arise in the community; 

●  Vote on proposed establishment or amendments to policies and procedures; 

●  Vote on proposed amendments to the bylaws; and 

●  Vote on any proposed dissolution of the organization. 

●  Provide input and consultation to the Town Council; 

The question arose whether we need this at all or do we need to add the caveat, Members of the GHTM shall have the authorities and responsibilities that may include, but are not limited to….

Val pointed out that our experience has been that fiduciary responsibility lies with the granting agencies, i.e., Boulder Watershed Coalition (BWSC).  Maggie added that she would not like to see us hiring support staff with all the costs and legal ramifications/liabilities that would follow.  With that, we began to discuss our vision and concept of the function of the GHTM.  Leslie asked if we want to manage big grants on our own or remain with the outside agencies/organizations like the BWSC.  Boyd thinks it would be short sided of us not to manage them ourselves, particularly since we’re looking at becoming a Firewise Community with Boulder County.  This would mean managing things like mitigation, but would also mean benefits to the community with money coming directly to the town.  Leslie added that this contracting issue seems to be the core of the issue and really we should have had this discussion a year and a half ago before launching into the bylaws.  Martha added that people like the BWSC are all set up to do this and funnel money to projects.  We did not become fiduciary agents and it all worked.  Leslie then made the motion in favor of adopting Article II, Section C with the addition of “which include, but is not limited to” after Members of the GHTM shall have the authority and responsibility .. 

Bear seconded as amended.  The vote was 8 in favor and 1 opposed.

Next we looked at:

Article III: Members Meetings Proposed Addition Section G, Parliamentary Authority and Meeting Procedures: 

The GHTM shall conduct meetings in an orderly, inclusive manner that encourages good faith participation and respectful conduct. The general principles of Robert’s Rules of Order shall be applied, unless they conflict with the GHTM’s bylaws or any special or standing rules. The Chair, or the facilitating Town Council member, shall determine whether such a conflict exists and how to proceed. 

 Val moved that we put a period after applied and leave our the rest.  Leslie seconded.  Martha added that the main point is that we’ve always tried to run our meetings along the lines of Robert’s Rules although it had not been in the bylaws

The vote was 7 in favor, 2 opposed, and 1 abstention.

Article V: Town Council 

Section H, Town Council Meetings: 

A meeting of the Town Council may be called by any member of the Town Council by giving notice to all members of the Town Council at least two days prior to such meeting. Town Council meetings are for discussion. No decisions(s) reached at a Town Council Meeting are binding on the Gold Hill Town Meeting, Inc. or the Town Council, or any member of the Town Council.

Section H, Town Council Meetings: Proposed Changes 

Town Council meetings shall be held bi-monthly, during the months between general membership meetings, on a date and time determined by the Town Council. The Council may cancel or reschedule a previously scheduled meeting if deemed necessary. An agenda shall be provided in advance, and minutes shall be recorded for each meeting. 

Special meetings of the Town Council may be called by any Council member, provided that notice of the meeting and its agenda is given to all other members at least two (2) days in advance. 

A quorum shall consist of at least one-half of the then-serving Town Council members. Once a quorum is established, any action taken by a majority of members present shall constitute an official act of the Town Council. 

The Town Council may also take official action via written or electronic communication, with or without convening an in-person meeting, either in lieu of or in addition to a scheduled meeting. 

Town Council meetings will be open to GHTM members for observation but may be closed when confidential matters are under discussion, as determined by the Chair. 

Gretchen moved that we adopt the first section and Rick seconded.  In the discussion it was noted that not moving to adopt the Proposed Changes should mean that those changes fail. 

Boyd suggested that there seem to be trust issues floating around – that we’re not sure about trusting the town council to act in the community’s best interest and this creates some problems, particularly if any decisions need to be made in a small time frame.  We only had a few days to submit the latest grant.  Gretchen suggested that if we had previous agreement appointing a committee to watch out for grants on a specific topic (like mitigation), they would be authorized to act versus just granting the town council blanket authority to act.

Leslie brought up the problem of liability issues for our tiny community.  She talked to Maya.  She’d seen this grant possibility, but didn’t think it was a fit for GH.  She’ll shoot them all to us in the future.

Val asked if there is some consensus to enable us to make quicker decisions – an ability to call a Special Town Meeting quickly?  Maggie wondered, given the size of this meeting (only 5 community members), how big is the difference between a special town meeting and just letting the council make the decision.  Martha said that, in general, we’d have a bigger turnout if people weren’t worn out with the bylaw discussion – if it’s a topic of broad interest that needs acting on.

The motion to approve the first part (and not the Proposed Changes) passed with 8 in favor and 2 abstentions.

Next came Article V: Town Council, Section I, Town Council Duties: 

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. 

Article V: Town Council Proposed Addition Section I, Authorities and Responsibilities of the GHTM Town Council: 

The Town Council, with the approval of the GHTM, has the authority and responsibility to make administrative and business-related decisions essential to the ongoing management of the nonprofit. Organizational decisions shall be made by a quorum of Town Council members. 

These authorities and responsibilities include, but are not limited to: 

●  Representing the GHTM in interactions with county officials, donors, community partners, and other external organizations to advocate for the organization’s interests and needs; 

●  Overseeing website maintenance, marketing efforts, and community communications; 

●  Purchasing merchandise and organizing fundraising activities; 

●  Authorizing and supporting GHTM committees; 

●  Establishing and enforcing the organization’s policies and procedures; 

 Applying for grants and managing grant-related obligations; 

 Entering into contracts, leases, or agreements necessary to advance the organization’s mission;
●  Acquiring, managing, improving, encumbering, or disposing of real or personal property;
●  Managing the organization’s financial resources and overseeing financial transactions;
●  Securing insurance and indemnifying officers and employees, for liabilities arising from their work on behalf of the organization;
and
●  Taking any other lawful action in the best interest of the organization. 

Leslie moved that we table this Proposed Addition and revisit it at a later time – different draft.  Martha seconded.  

This also coincides with our values discussion and vision of an open town meeting versus representative.  This Section is very regulatory and gives serious authority to the Town Council.  It was decided to address it at our October Town Meeting.

Ten people voted in favor of tabling this change – unanimous.

Next:

Article V: Town Council Proposed Addition Section J, Town Council Support Staff: 

The GHTM may establish paid or volunteer positions to assist in fulfilling its responsibilities. Examples of such roles include, but are not limited to: volunteer coordinator, fundraising coordinator, mitigation coordinator, project manager, youth leader, or any other position deemed appropriate by the Town Council. 

All such individuals shall serve at will under the authority of the Town Council and may be removed at the GHTM’s discretion at any time. 

Martha moved that we remove this Proposed Addition, Section J and seemed to be the consensus.  If we ever do decide we need support staff, we can bring it up at a Town Meeting and take a vote.  Bear pointed out that we can just take a vote and vote against it.  Bear moved we approve Article V, Section J.  Boyd seconded.

The vote was 0 in favor and 10 against.

Article VI: Committees

Section D, Dissolution: 

At a member’s meeting of the Gold Hill Town Meeting, Inc., when a quorum is present, the Chair, with the approval of the members at the meeting, may dissolve a committee. 

Section D, Review, Amendment, and Dissolution: Proposed Changes 

The GHTM shall periodically review the charters of all committees and amend or dissolve them as needed. 

Bear moved that we approve the first section D (but not the Proposed Changes), Leslie seconded.

The motion passed: 8 in favor, 2 abstentions.

Article VII: Financials Section A, Contracts: 

The Town Council, with the approval of the members at a duly called members meeting, may authorize any council member(s) or agent(s) of the Corporation to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Corporation. Such authority may be general or confined to specific instances. 

Section A, Loans: Proposed Changes 

No loans shall be made or accepted on behalf of the GHTM, nor shall any evidence of indebtedness be issued in its name, except as authorized by a resolution of the GHTM.

Boyd moved that we adopt Section A, Contracts, but change “Corporation” to Gold Hill Town Meeting in both places,  Bear seconded, and the motion passed unanimously.

Leslie moved that we need to change “Section A, Loans” to Section B, and reorder the remaining Sections.  Boyd seconded and it passed unanimously.

Lastly, we had “any previously passed bylaws that anyone still questions” And Gretchen brought up two that she particularly wanted addressed, but possibly not at this meeting, given the late hour, but at the next, October, meeting.

Article II, Membership

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. 

She pointed to that we have always had a residency requirement and she objects to the idea of all property owners (who may have never been to Gold Hill) being voting members.   Martha suggested that we essentiality go back to the bylaw from 2020, although we may want to include voting by electronic means, etc.

Article II, Membership, Section 1, Eligibility: Those residing in the following area are members and may vote at town meetings, provided they fulfill the voting requirement set forth in Article II, Section w, Qualification.  This area is identified as that included in the boundaries of the Gold Hill Fire Protection District (GHFPD).

Section 2, Qualifications: In order to vote, a member of the Gold Hill Town Meeting, Inc, must:

1. Be a minimum of 18 years of age.
2. 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.
3. Be registered with the Secretary at the meeting.
4. Be present at the meeting to be certified to vote at that meeting.

It was decided to table this and address it at the October meeting.  The vote was 9-1.

Secondly, Gretchen wants to readdress:

 Article III, Members Meetings, Section A, Membership Meetings

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. 

She wants to go back to the previously established schedule.  It provides reliable predictability and, in an emergency, can be changed as it was during the Fourmile Fire. 

Section 1, Regular Meetings: Regular meetings of the Gold Hill Town Meeting, Inc. shall be held six times each year: February, April, June, October, and December on the second Monday of the month at such time and place as may be determined by the Town Council.

Section 2, 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 3, Budget Meeting: 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 4, Special meetings: Special meetings of the Gold Hill Town Meeting, Inc. may be called by the Chair:

1. At the request of at least three members of the Town Council
2. By petition requesting a special meeting signed by at least twenty members of the Gold Hill Town Meeting, Inc.

Section 5, 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 lease two weeks prior too all regular, annual, and special meetings.

With this, the meeting was adjourned.

Respectfully Submitted, Gretchen Diefenderfer, Secretary