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CCH Meeting of the Finance Committee and the Full Board July 2016

July 5, 2016

CCH Meeting of the Finance Committee and the Full Board July 2016

 

Finance Committee:

 

Virginia chair     –      staff Peter Stoller  Kathy John Jay  yo attending

BKD  is 3 names of people

hire Reuben Brown  and   ____________ for auditing? conglomerate 

BKD  bigger bench larger sponsorship for their core knowledge of the problems  do they have an issue rotating partners

Their prices were dropped significantly

990  has gone really well

Housing development people

primary care acquisition  –  FQHC  OMB  single audit requirements for audits  –  strong non profit and tax credit experience

 

JUDITH  solicited a number on the property RFP

JDS  and Tidwell are not  finalist?

JDS  consolidated asset 56K

 

4  490’s   30 K  BKD  15K  flows to 990

 

the Kevin Durant of the auditing community  B———K———D

 

1 firm dealing with both audits is much more solid  and comprehensive

AGENDA

BOARD FUNDAMENTALS  BOOK

BOARD OF DIRECTORS MEETING

Stout Street Health Center – Community Education Room

2130 Stout Street

Tuesday, July 5, 2016

4:00 – 6:00 pm.

Call in info: 303.291.6940 Bridge #9596

 

4:00 – 4:05 I.     Approval of June Minutes

 

4:05 – 4:20           II.     Executive Committee Report – Jay

 

3 officers  Tom elevate  Jennifer as Secretary  and Virginia as finance committee chairs

  • CCH Bylaws
  • Board Orientation and Training

Norm Hamblin  —   Housing committee   on this 2 years judge partner Kelly Hagland

Sena  urdu arabic  student of Jay’s  

finances reviewed second week of every month

 

first thursday

 

SEPTEMBER 1  before LABOR DAY  mi hija’s cumpleano

 

 

3 year terms   reviewing the governance model  bylaws  the terms of office  discussion of corporate governance

size of the board 9 to 21 members qualifications of supporting the mission  no term limits  no terms  no terms on officers  chair for some time  JAY  discussing whether we should add these things and change the terms of office.  

 

DEAD WOOD to  get people off the board

 

rotating the chair and terms of office for him or her

 

adhoc committee:  who will serve on this committee:  ADHOC  people who wish to participate  in this   governance  committee 

JP on committee to determine who serves and how long

 

Board orientation    for members    orientation  

 

the finance committee can determine who is on the board

 

 

 

delegate this final decision to the Finance Committee

 

 

4:20 – 4:40          III.     Finance Report – Virginia  

  • May 2016 Financials

759,000  good portion sale of Garfield Property

 

Medicaid revenues are down slightly  there is less staff than needed for highest returns

Medicare as well  

Ft. Lyon  finances are working well

 

Providers clinical case managers

 

 

 

  • Cost of Living Increase Proposal – John
  • purpose of the committee
  • membership of the committee
  • limitations of the committee
  • what are the duties of the committee members of finance committee

annual budget

capitol transactions

management accounting policies

report to the board every meeting 

3 board members with experience  non board members  meeting monthly   

SIP CITY Was 3 TIMES AS EFFECTIVE THIS YEAR FOR REVENUE

REVENUE IS DOWN AND STAFF IS BEING FILLED TOP MAXIMIZE EARNINGS

 

HAD WE STAFF THEY WOULD HAVE MADE MORE REVENUE  DO THIS MORE EFFICIENTLY

 

WE THINK THAT THERE WILL BE THREE PODS BUT NOT A FOURTH

 

MEDICAID REVENUE WAS GOING TO BE OUR PRINCIPLE REVENUE SOURCE

 

MEDICAID PROJECTIONS WERE BACK LOADED  EACH PROVIDER WAS TO SERVE ONE MORE PERSON DAILY

 

UNIT UNTO ITSELF  BREAKING EVEN IT IS DOING BETTER IT IS CREATING EXCESS REVENUE

 

HOUSING DEVELOPMENT FEES  DENTAL IS 74k  NET INCOME  STOUT Street is 184K  pharmacy is over break even

 

2.1 million dollars deficit.   extending the line of credit  –  September 15  up and down of the cash flow

 

Northern Trust  did we draw this in June?  AYE.  restrict that money.  1% loan owe the 2 million 2021

 

Benefit Acquisition Retention Team  BART  receiving benefits  acquisition  programs are not isolated in their own area  no dedicated funding to cover their costs  important supportive HOP {Homeless Out reach Program)   PATH  as well

no less than 3 members  

at least annually

with and without managers

 

charters or job descriptions for all of the committees  exist at this time and always in the past

 

who is on Executive Committee?  not written down it is the determination of the Board Chair

Virginia  303 947 0490

4:40 – 4:50          IV.     Program Committee Report – Charles

MANDY MAY IS SPEAKING  CHARLES NO ESTA

measures  doing well on some and poorly on others  activities to adjust for these measures standardize how we report  child / peer review  sherry Adams out reach  impact on people struggle to  find people  increased police activity  Heather and Alderman  health affected

 

CITY COUNCIL TAKING THEIR OWN PATH  LEADERSHIP NOT COMING FROM THE MAYOR’s OFFICE

4:50 – 5:00           V.     Resource Development Report – Jynx

over all   47% of goal 181%  better than years before

 

grants and foundations are up   Sip city was a success  outline of overall net

no outstanding receivables  for SIP CITY   220 people  were at the event  

How many homeless and formerly homeless people came to this event?  

 

participating at 100%  percentage at this point is not at that level.

November 5 is the race at City Park

 

 

 

 

5:00 – 5:10          VI.     Consumer Advisory Board Report – Tanger Jones (TJ)  

 

is speaking about who is involved.  and they had a special meeting about who is on the committee

 

5:10 – 5:20         VII. President’s Report – John

  • Denver Social Impact Bond Update
  • FLSA Changes on Exempt Employees
  • Organizational Development Group Update

38 people are housed through SIB  8 less than our projection.

 

happen by this time 2017  delayed until September

 

 

 

 

5:20 – 5:30          VIII.     Renaissance Housing Development Corp. Report – John

  • Downtown Lofts Update

 

5:30– 6:00            IX. Board Executive Session

 

6:00                      X. Adjourn

 

REMINDER:   September Board Meeting on first Thursday – September 13, 2016

October 11, 2016

November 8, 2016

December 13, 2016

 

 

 

 

Chair: Jay Brown

 

Recorder: Toni Lewis

 

Present: Chris Bates, Virginia Berkeley, Jennifer Bettridge, Darrell Brown, Jay Brown, James Davis, Laray Kraeplin, Randle Loeb, Jynx Messacar, T.R. Reid, Chris Savage

 

Absent: Peter Calamari, Jeremy Hotsenpiller, Tanger Jones, Meshach Rhoades, TaRhonda Thomas, Leanne Wheeler, Jim Winston

 

Staff Attending: Cathy Alderman, Louise Boris, Stan Eilert, Meg Mullen, John Parvensky, Pete Stoller, Bill Windsor

 

Meeting brought to order at 4:10 PM AGENDA ITEMS:

 

  • Approval of Minutes

 

Minutes from the May 3, 2015 meeting were reviewed.  Randle Loeb motioned to accept the minutes.  It was seconded by Virginia Berkeley. All were in favor; motion carried.

 

  • Executive Committee Report – Jay Brown

 

Jay Brown proposed changing the Board of Directors meeting from the first Tuesday of each month to the second Tuesday of each month to give the Finance Committee time to review the financial reports.  Since there were no objections, the meeting date was changed effective September 2016.  A meeting schedule will be sent out with the minutes.

There was discussion regarding reactivation of the Executive Committee.  The Executive Committee is composed of officers from the Colorado Coalition for the Homeless (CCH) Board of Directors and Committee Chairs.  Jay will schedule a meeting of the committee in the next few months.

 

  • Finance Report – Virginia Berkeley and Pete Stoller

 

(Refer to Finance Committee handouts for details.)

April Financial Statements

The April Financial Statements were reviewed. Increase in Net Assets for three months ended April 30, 2016 was $697,880 as compared to a budgeted gain of $61,690.  

Medicaid/care revenue was $3.8M through April, under budget by ($250K).  

Contribution revenue is $336K through April, under budget by $69K.   

The balance on the line of credit as of April increased to $950,000,000 as funds are being moved to/from LOC as needed.  

There was some discussion around the Northern Trust Bond and the Renaissance Downtown loft guaranty by CCH which was discussed at the Finance Committee meeting and will be voted on later in the agenda.

Pete gave an update to the request for the Audit RFP and informed the Board that only 2 of the 4 firms responding have the footprint and size necessary for consideration.  

Pete reported the new human resource and payroll system has been challenging as well as the financial implementation but efforts are being made to resolve most issues.  

 

  • Renaissance Downtown Lofts (RDL) Financial Presentation – John Parvensky

 

(Refer to Renaissance Downtown Lofts presentation for details.)

John presented the Renaissance Downtown Lofts (RDL) financial structure that will provide affordable housing and support for homeless and low income individuals.  John reported that the site exterior and parking plan have been approved.  There will be 29 parking spaces, which is short of what code requested, however, 12 spots in the 22nd and Champa parking lot can be available for use if the challenge by neighboring businesses is successful.   John also gave a report on the status of the properties under the 15 year Low Income Housing Tax Credit (LIHTC) conversion.

John reported the LIHTC’s are congressionally authorized through the IRS, and that the IRS allocates the funds to the State on a per capita basis.  In Colorado, CHFA then allocates the funds to the various projects.  Tax credits are based on the value of construction/basis of property. Per CHFA rules, there is a limit on tax credits of $1,250,000 per project per year. With those funds, we can only produce about 50-60 units of affordable housing. Therefore, combining LIHTC and Private Activity Bonds (PAB) is necessary to produce the 100 units.  

There was a detail discussion regarding financing with Wells Fargo and how the tax credits will be used. The tax credits are used for 10 years and can be recaptured during the first 15 years if the properties are not in compliance with IRS requirements.  Our LIHTC transactions are structured to repurchase for $1 at the end of the 15 year compliance period through first right of refusal.  The PAB for the Downtown Lofts will generate $3 million of tax credits The Downtown Lofts LIHTC LLLP will own the real estate until we condominiumize.  Then we will transfer the PAB condominium unit to the Downtown Lofts PAB LLLP. A large portion of the limited partner equity will be used to pay down the construction loan.  John said the limited partner avoids some risk by not funding until construction is completed.

It was reported that the Colorado Division of Housing approved a Colorado Housing Trust Fund (CHIF) loan of $3,000,000.00 at 1% interest for 17 years, split between each condo, and the City of Denver approved a forgivable loan of $1 million at 0% interest for 40 years.  As long as we use the property as designed for 40 years, we do not have to pay back the loan.

FCI Constructors will be the general contractor for the RDL project.  FCI Constructors was also the general contractor on West End Flats, Riverfront Lofts, and Lowry Boulevard Apartments.

CCH will budget for a 10% construction contingency on this project.  If we do not use this contingency, it can be used it to pay down or increase the developer fee.  

The total cost for RDL will be about $24,000,000.00. CCH will be required to provide the project with some guarantees.  One of these guarantees is a credit adjuster guaranty.  This guarantees that the investor will get the tax credits they bargained for.  Once the property has stabilized occupancy the tax credits are set.  

Another guaranty is to purchase the limited partners interest during construction if certain negative actions occur, such as defaults or failure to complete construction.    We protect against this risk with a payment and performance bond for the general contractor.

CCH and RHDC will provide certain financing to the development in the form of loans from funds received from CDOH, Denver, and the AHP funds through the FHLB of San Francisco.

The following resolutions were approved by the Finance Committee and arrived at the Board of Directors as a seconded motion:

  • Approve Acquisition loan from CCH to Partnerships for $541,000.00 (donated value from US Bank).
  • Approve AHP Loan of $1,050,000.00 from CCH TO PAB LLLP
  • Approve CCH Guaranties
  • Agreement with RHDC for Management Services and split of development fee

The Motion passed unanimously.

 

  • Program Committee Report – Charles Savage

 

(Refer to Program Committee minutes for details.)

Charles gave highlights of the Workforce Development Subcommittee presentation to the Program Committee and the review of the Quality Assurance Outcome report.  When asked about staff development opportunities, Louise Boris reported that each department decides how to use their staff development funds, and that the programs recently used their funds to send 15 people to the Health Care for the Homeless Conference.  

 

  • Consumer Advisory Board Report Laray Kraeplin

 

(Refer to CAB minutes for details.)

Laray Kraeplin reported at the last CAB meeting Jennifer Perlman presented the Adverse Childhood Experience (ACE) study.  The members at the meeting found the presentation to be very interesting.

 

  • Resource Development Report – Meg Mullen

 

(Refer to Resource Development handout for details.)

Meg reported that we are 40% through the year and 40% to our goal.  Meg shared that the direct mail program is doing well.  Workplace giving is down, but we expect that giving will increase toward year-end as donors renew and make one-time gifts.  Major gifts revenue is below expectation due to the departure of our major gifts representative. She expects this category of giving to increase with the replacement of staff.

Meg reminded the Board that this report does not reflect government grants, as these are booked to other programs throughout the Coalition.  One recent grant received during May is worth noting. CDPHE awarded $200,000 under the Cancer, Cardiovascular and Pulmonary Disease program, to purchase a disease registry for the health center.  The Registry is an “add-on” to the electronic health record that will help focus disease-specific care, and collect and manage more detailed data on the progress of patients. Once established, the capacity afforded by the registries will enable us to report outcomes more accurately.

 

  • President’s Report – John Parvensky

 

John was asked by Bill Clinton’s staff to attend the Global Initiative Conference in Atlanta.  The Kresge Foundation and Kaiser Permanente will also be there.

John reported that he is working to re-negotiate the Kresge line of credit and is expecting a proposal from them next week that extends the term to 2 years with $1 million pay down each year for 3 years.  We are also negotiating which metrics will stay in place.

John shared with the Board the incident that occurred last month at Xenia Village Apartments. John noted that actions are being developed to address safety.

Social Impact Bond (SIB)

The Social Impact Bond (SIB) program is progressing well and we are leasing up the last of the units allocated to the SIB at North Colorado Station.     

Organizational Development Workgroup Update – Succession Planning

John distributed the board approved CCH’s Standard Policies and Practice, Board Policy on Succession Planning for President and CEO.  (See handout for details.)  He asked the Board to review in advance of receiving reports from the staff Organizational Development Workgroups.

James Davis asked about Ft. Lyon.  John said the Joint Budget Committee authorized a 3 year extension of program funding (at same level) plus dollars for an external evaluation effort. John recently had a meeting at Ft. Lyon with the Daniels Fund.  They are interested in possibly funding it as part of their rural focus.

Jennifer Bettridge asked if we could replicate Ft. Lyon.  Louise Boris said that James Ginsburg would like to replicate it with a significantly smaller number of clients.  

 

  • Renaissance Housing Development Corp Report – John Parvensky

 

Northern Trust Bridge Loan

Northern Trust Company has offered CCH an unsecured investment bond of $2,000,000 at 1% interest for 5 years.  These funds can be used for acquisition/predevelopment of our next supportive housing projects.  This loan would also help avoid having to use the existing operating line of credit with higher interest rate.  John estimates that over 5 years this could save $400,000 – $500,000.  Virginia Berkeley said the Finance Committee reviewed the investment bond proposal and recommends this to the Board.  This arrives to the Board as a seconded motion.  

John Parvensky said that this is not a revolving loan.  Once it’s drawn, it’s drawn.  We will draw all $2,000,000.00 immediately.  We will use developer fees to pay this off.  The Finance Committee asked staff to put together a plan to monitor and repay this debt.

John Parvensky said that Norther Trust Company is doing this because they like what we are doing and this also meets their Community Reinvestment Act requirements.

After discussion, the Motion passed unanimously.

Concerning the Sip City event, James Davis suggested that John Parvensky or someone give an overview of CCH and its broad mission.  He indicated that many of the attendees knew nothing about CCH and that this might be a lost opportunity.  He will mention this to Meg Mullen to see if there is time to incorporate it into the event.

 

  • Other Business

 

There being no further business, the meeting was adjourned at 5:51PM by Jay Brown. The next CCH Board of Directors meeting is scheduled for July 5th, 2016 at the Stout Street Health Center, 2130 Stout Street, Denver, CO.

 being presented at the moment by John Parvensky

 

merit increases on a fair basis

supervisor and management issue  challenges of merit increases  difficult to achieve in a year  

 

financial reality precludes being able to make these increases based on capacity of people

 

across the board adjustments with pay increases that are related to financial strength

 

average increase is 2.7 %  annually.

 

no one is at minimum wage anymore 

 

on John’s report wage and hours law is being changed in December.   no longer exempt  someone having a salary  24K  to 49K  required

 

 

change staff to hourly from salary

 

every 1%  adds 100K

 

sale of the Garfield Property is awarding these raises  compounding impact  sustaining  where does the $ come from?

 

 

In advance of the Board meeting on Tuesday, I want to provide our proposal for Cost of Living Increases for consideration at the meeting.

As you will recall, when the Board approved the CCH 2016 Operation Budget in March, we discussed our hope of bringing a mid-year COLA proposal to the Board based on year to date financials.  As the financials through May 31, 2016 reflect, CCH has a $759,538 income over expense for the first 5 months, compared to a budgeted gain of $84,474.  While this increased net income reflects the gain from the sale of the Garfield property (+$420,000), the trending of Medicaid/Care revenue, contribution revenue and development fee revenue suggests that this positive bottom line will continue.

Staff did not receive a COLA in 2015, and the last adjustment to base pay was July 2014.  During this time, the cost of living has increased by approximately 3.2%.   The federal CPI does not accurately reflect housing costs, which have been increasing in Denver area faster than the national average.

The Executive Team and Leadership team has recognized that the impact of the rising cost of living hits lower wage workers more significantly than those with higher incomes.  Therefore, we are proposing a differential COLA increase of 4% for those below the CCH Median Wage of $41,611 and a 3% increase for those above the Median Wage.

This proposal would increase the CCH operating budget for the remaining six months of the year by $359,027.  The annualized impact is $718,053.

We believe that this increase is critical to CCH’s ability to retain staff and remain somewhat competitive with the Denver labor market.

We have also discussed the possibility of year end incentive/bonus payments for staff based on continuing to achieve or exceed revenue projections throughout 2016.

We will discuss and answer questions at the Board meeting.  Let me know if you have questions in advance.  Thank you for your consideration. 

John Parvensky

President

Colorado Coalition for the Homeless

303.285.5204

www.coloradocoalition.org 

 

Please find attached the July  agenda, June minutes and meeting handouts for your review prior to our next meeting Tuesday, July 5th in the SSHC Community Room 2130 Stout St., 1st FLR at 4PM.

 

We will begin our new schedule of meeting the 2nd Tuesdayof the month beginning in September, 2016. Please adjust your calendars accordingly.  (Revised 2016 schedule attached.)

 

As a reminder, there will be a Finance Committee meeting prior to this month’s meeting beginning at 3PM same location; May Financials also attached. 

 

For your convenience, the call in number is 303.291.6940Bridge #9596.

 

Please RSVP your attendance as a light snack will be provided at the Board of Director’s meeting. 

 

 

_____________________________________

Tristzette Morton

Executive Assistant to John Parvensky

Colorado Coalition for the Homeless

(303) 312-9596 (office)

(303) 293-2309 (fax)

 

 

  • Colorado Coalition for the HomelessResource Development DepartmentReport to the Board of Directors7/5/2016

     

    Revenue:

    Category YTD 2016 YTD 2015
    Direct Mail $192,296 $161,989
    Web & Online $40.691 $69,447
    Workplace Giving $100,820 $139,090
    Major Gifts $103,339 $167,365
    Events $125,639 $46,512
    Grants/Foundations $868,506 $189,910
    Totals $1,431,291 $774,313

    Activities to date:

    Direct mail:

    • January mailing to all donors (5,034) active during 2015.
    • Spring direct mail appeal to 22,000 house list households and 60,000 acquisition households arrived in-home week of April 18, with email broadcasts preceding and following the mail drop.
    • June direct mail appeal to 22,000 house list was in-home June 20th, supporting email broadcasts on June 22 and June 29th.

    Web & Online:

    • Advocacy-related appeal broadcast on March 11 to email list of about 4,000 donors generated about $4,000.
    • Email broadcast of the SipCity 2016 ‘Hold the Date’ communication supported the event promotion. As did the SipCity 2016 event page, sponsor page and giving/ticket purchase page.

    Workplace Giving: We continue to receive gifts via payroll deduction plans established last fall. Most development activity in workplace giving happens during October and November.

    Major Gifts:  Donor cultivation and development paused during staff transition. New Development Officer John Mezger joined the Coalition 6/27, so major gifts development is becoming more active.

    Grants:  

    Foundation For Amount
    Colorado Health Foundation 2-year commitment to the Ft. Lyon program $  200,000
    Walton Family Foundation Renaissance Children’s Center and Unrestricted 60,000
    Nord Family Foundation Unrestricted use 25,000
    Rose Community Foundation Unrestricted use 10,000
    Colorado Health Access Fund Housing First mental health services,
    2-year commitment
    300,000
    Colorado Assn. of Realtors Unrestricted 5,000
    Oscar G. & Elsa S. Mayer Family Foundation Renaissance Children’s Center 25,000
    Anschutz Foundation Unrestricted 25,000
    U.S. Bank Foundation Housing Development 20,000

    Events:  SipCity 2016 was a resounding success:

    Gross proceeds $125,639
    Pending: proceeds of Great Divide Brewing Co June promotion 2,000
    Projected revenue: 127,639
    Expenses (estimated) (54,000)
    Projected net: $73,369

    Planning for the Home for the Holidays 5K Family Run is now underway. Please mark your calendars for Saturday November 5th. As with SipCity, we hope to grow this event to create more significant revenue in addition to generating public awareness of the Coalition’s mission.

    Other areas:

    Government Grants: Applications continue, with our busy season beginning in July/August. We are continuing to seek new funding opportunities as we manage ongoing renew/continuation applications for existing programs.

    BY:LAWS

    Offices

 

 

 

  • Business Offices. The principal office of the corporation in the State of Colorado shall be located in the City and County of Denver.  The corporation may have such other offices, either within or without the State of Colorado, as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

 

 

 

  • Registered Office. The corporation shall have and continuously maintain in the State of Colorado a registered office, and a registered agent whose office is identical with such registered office, as required by the Colorado Revised Nonprofit Corporation Act.  The registered office may be, but need not be, identical with the principal office if the principal office is in the State of Colorado.  The address of the registered office may be changed from time to time by the corporation as long as the proper filings are made with the Secretary of State of Colorado.  

 

Mission and Purpose

 

  • The mission of the Colorado Coalition for the Homeless is to work collaboratively toward the prevention of homelessness and the creation of lasting solutions for homeless and at-risk families, children, and individuals throughout Colorado. CCH advocates for and provides a continuum of housing and a variety of services to improve the health, well-being and stability of those it serves.

 

 

 

  • The purposes of the Colorado Coalition for the Homeless include:

 

 

      1. To promote the provision of emergency housing, housing assistance and related supportive services for homeless and at-risk families and individuals in Colorado.

      2. To provide integrated health care services to homeless and at-risk families and individuals in Colorado.

 

      1. To develop affordable and supportive housing for homeless and at-risk families and individuals in Colorado.

 

      1. To promote and enhance public awareness of the need for and nature of housing, health care and related supportive services for homeless and at-risk families and individuals in Colorado.

Board of Directors

 

  • General Powers. The affairs of the corporation shall be managed by its Board of Directors.  Directors need not be residents of the State of Colorado, but they shall be natural persons who are at least eighteen years of age.

 

 

 

  • Number, Tenure and Qualifications. The number of Directors shall be not less than nine and not more than twenty-one.  Directors shall serve three-year terms; initially one-third of the Directors shall serve a one-year term; one-third shall serve a two-year term; one-third shall serve a three year term in order to maintain staggered terms, with one-third of the terms being filled each year.  Each Director shall hold office until his successor shall have been elected and qualified.  Directors may be re-elected without limitation as to the number of terms.

 

 

No individual who is suspended, debarred, declared ineligible, or voluntarily excluded from eligibility for covered transactions by any Federal department or agency shall be qualified to serve on the Board of Directors.

 

No current employee of the organization nor immediate family member of an employee may serve on the Board of Directors.

 

A Director’s nominating committee appointed by the Chair of the Board shall recommend to the Board of Directors at the Fall meeting of each year a slate of candidates to fill each Director’s position whose term has expired or to fill a vacancy due to the resignation of a Director or one which has occurred for other reasons, or to achieve an increase in the number of Directors.  Candidates recommended for election to the Board of Directors shall demonstrate a commitment to the goals and objectives of the corporation.  In selecting candidates for the Board of Directors, the nominating committee shall attempt to locate persons qualified to meet various areas of expertise which would facilitate the goals and objectives of the corporation.  The corporation shall make every reasonable effort to assure that the Board has representation from  homeless or formerly homeless persons.

 

 

  • Regular Meetings. The Board of Directors may provide by resolution the time and place, either within or without the State of Colorado, for the holding of regular meetings of the Board each month without other notice than such resolution.

 

 

 

  • Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chair of the Board, President or any two Directors.  The person or persons authorized to call special meetings of the Board may fix any place, within the State of Colorado, as the place for holding any special meeting of the Board called by them.  

 

 

 

  • Notice of Meetings. Notice of each meeting of Directors, whether regular or special, shall be given to each Director.  If such notice is given either (a) by personally delivering written notice to a Director or (b) by personally telephoning such Director, it shall be so given at least two (2) days prior to the meeting.  If such notice is given either (a) by depositing a written notice in the United States mail, postage prepaid, or (b) by email, in all cases directed to such Director at his residence or place of business, it shall be so given at least four (4) days prior to the meeting.  The notice of all meetings shall state the place, date and hour thereof, but need not, unless otherwise required by statute, state the purpose or purposes thereof.  

 

 

 

  • Quorum. A third of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a third of the Directors are present at said meeting, a third of the Directors present may adjourn the meeting from time to time without further notice.  

 

 

 

  • Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.  

 

 

 

  • Vacancies. Any vacancy occurring in the Board of Directors including any vacancy resulting from an increase in the number of Directors may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors.  A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.  

 

 

 

  • Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors a fixed sum for expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director from serving the corporation in some other capacity and receiving compensation therefor.  

 

 

 

  • Action by Directors Without a Meeting. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting by email or written vote.  Such an action shall be initiated by the Chair of the Board or President.  Action may be taken only if the affirmative vote for such action equals or exceeds the minimum number of votes that would be necessary to take such action at a meeting at which all of the Directors then in office were present and voted.

 

 

 

  • Meetings by Telephone. Members of the Board of Directors or any committee designated thereby may hold or participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment provided that all such persons so participating in such meeting can hear each other at the same time.  

 

 

 

  • Termination.  Any Director may be removed from the Board by a majority vote of the Board.  The Secretary shall give notice to said Director of such termination.  Any Director who wishes to be reinstated may petition the Board, and the Board may by majority vote reinstate said person to the Board.  

 

 

Any Director who is suspended, debarred, declared ineligible, or voluntarily excluded from eligibility for covered transactions by any Federal department or agency shall be immediately removed from the Board by notice from the Chair of the Board.

 

 

  • Authority.  The Board of Directors’ authority shall include, but not be limited to, the following:

 

 

  1. To select the services to be provided by the organization.
  2. To determine the hours during which such services will be provided.
  3. To measure and evaluate the organization’s progress in meeting its annual and long-term programmatic and financial goals.
  4. To develop a plan for the long-range viability of the organization by engaging in strategic planning, ongoing review of the organization’s mission and bylaws, evaluating patient satisfaction, and monitoring organizational performance and assets.
  5. To approve quality assurance plans and to ensure credentialing and privileging of health center staff.
  6. To approve the organization’s annual budget and financial audit.
  7. To approve the organization’s grant applications as required by funding agencies.
  8. To approve the selection/dismissal and conduct the performance evaluation of the organization’s President and CEO.
  9. To establish general policies for the organization

 

 


  • Board Officers

 

 

 

  • Board Officers. The officers of the Board of Directors of the corporation shall be a Chair of the Board, a Vice Chair, a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article.  The Board of Directors may elect or appoint such other officers, including one or more Vice Presidents, Assistant Secretaries or Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors.  Any two or more offices may be held by the same person, except the offices of Chair of the Boardand Secretary. The officers must be natural persons who are at least eighteen years of age.

 

 

 

  • Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at a regular meeting of the Board of Directors in the Fall of each year.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be.  New offices may be created and filled at any meeting of the Board of Directors.  Each officer shall hold office until his successor shall have been duly elected and shall have qualified.

 

 

 

  • Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

 

 

 

  • Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.  

 

 

 

  • Chair of the Board. The Chair of the Board shall preside at all meetings of the Board of Directors.  He/She may sign, with the Secretary or any other proper officer of the corporation, contracts or other instruments which the Board of Directors has authorized to be executed, except in the cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the corporation; and in general he/she shall perform all duties incident to the office of Chair and such other duties as may be prescribed by the Board of Directors from time to time.

 

 

 

  • Vice Chair. In the absence of the Chair or in event of his/her inability or refusal to act, the Vice Chair shall perform the duties of the Chair, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair.  The Vice Chair shall perform such other duties as from time to time may be assigned to him/her by the Chair of the Board or by the Board of Directors

 

 

 

  • Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine.  He/She shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VIII of these bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the Chair of the Board or by the Board of Directors.  

 

 

 

  • Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these bylaws; keep a register of the post-office address of each Director which shall be furnished to the Secretary by such Director and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the Chair of the Board or by the Board of Directors.  

 

 

 

  • Assistant Treasurers and Assistant Secretaries. The Chair or President may appoint such Assistant Treasures or Assistant Secretaries as needed to carry out the needs of the organization.  If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.  The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer, the Secretary, Chair of the Board, President, or the Board of Directors.  

 

 

                                            Corporate Officers

 

The Corporate Officers who are not members of the Board of Directors shall be:

 

  • President. The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation.  With the approval of a majority of all Directors in office, the President and the Chief Executive Officer of the corporation may be one and the same person.  The President shall be an a non-voting ex officio member of the Board of Directors.

 

 

 

  • Chief Program Officer. The Chief Program Officer shall manage and oversee the programmatic activities of the organization under the direction of the President and Chief Executive Officer.  In the absence of the President and Chief Executive Officer, or in event of his/her inability or refusal to act, the Chief Program Officer shall perform the duties of the President and Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

 

 

 

  • Chief Financial Officer.  The Chief Financial Officer shall manage the finances and report on the financial activities of the organization to the Board of Directors.  The Chief Financial Officer shall work under the direction of the Chief Executive Officer.

 

 

 

  • Chief Administrative Officer.  The Chief Administrative Officer shall work under the direction of the Chief Executive Officer and manage and oversee the administrative functions of the organization.

 

 

 

  • Vice President.   The President may appoint any Vice President who shall perform such other duties as assigned to him/her by the President.

 

 

 


  • Committees

 

 

 

  • Executive Committee. By vote of a majority of all Directors in office, the Board of Directors may create an Executive Committee of the Board and appoint two or more Directors to serve thereon, which committee shall have and exercise the authority to act on behalf of the Board of Directors between meetings of the Board of Directors, except that no such committee shall have the authority of the Board of Directors in reference to appointing or removing any Director; amending the articles of incorporation; amending, altering or repealing the bylaws; approving a plan of merger or consolidation; or approving a sale, lease, exchange, mortgage, or other distribution of all, or substantially all of the corporation’s property otherwise than in the usual and regular course of business subject to approval by the Board of Directors; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; or amending, altering or repealing any resolution of the Board of Directors.

 

 

The Executive Committee may not supersede the full Board of Directors’ authorities, functions, or responsibilities.  The Executive Committee must report all actions taken independently and on behalf of the Board to the Directors at the next meeting of the Board, and the Board must approve these actions and record them in the minutes of the meeting of the Board of Directors.

 

 

  • Other Committees. The corporation may have other committees similarly appointed which shall not have the authority of the Board of Directors in the management of the corporation.  Other Committees shall be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present.  Except as otherwise provided in such resolution, members of each committee shall be appointed by the Chair of the Board of the corporation.  Any member thereof may be removed by the person or persons authorized to appoint such members whenever in their judgment the best interest of the corporation shall be served by such removal.  Members of committees may include non-Directors who shall have the same rights and privileges to participate and vote on actions taken by committees.

 

 

 

  • Consumer Advisory Board.  The corporation shall establish a Consumer Advisory Board (CAB) as a standing committee of the Board of Directors to represent the interests of consumers of services provided by the organization to the Board and executive staff.  The CAB shall establish Bylaws governing the structure and process of the CAB, which Bylaws shall be submitted to and approved by the Board of Directors.  At least two members of the CAB shall be nominated by the CAB to represent the CAB on the Board of Directors and the Board of Directors shall approve such nominations or request alternative nominations from the CAB.  In the event that a representative or replacement representative is not appointed by the CAB, the Board Chair may designate the consumer representatives to serve on the Board of Directors until such time as a representative is nominated by the CAP and approved by the Board of Directors.

 

 

 

  • Term of Office. Each member of a committee shall continue as such until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee.  

 

 

 

  • Chair. One member of each committee shall be appointed Chair by the person or persons authorized to appoint the members thereof.

 

 

 

  • Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.  

 

 

 

  • Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee.  

 

 

 

  • Rules.  Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.

 

 

Standards of Conduct for Officers and Directors

 

Each Director shall discharge the Director’s duties as a Director, including the Director’s duties as a member of a committee of the board, and each officer with discretionary authority shall discharge the officer’s duties under that authority:  (a) in good faith; (b) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and in a manner the Director or officer reasonably believes to be in the best interests of the corporation.  A Director or officer may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:  (a) one or more officers or employees of the corporation whom the Director or officer reasonably believes to be reliable and competent in the matters presented; (b) legal counsel, a public accountant, or other persons as to matters the Director or officer reasonably believes are within such person’s professional or expert competence; or (c) in the case of a Director, a committee of the board of Directors of which the Director is not a member if the Director reasonably believes the committee merits confidence.  A Director or officer is not acting in good faith if the Director or officer has knowledge concerning the matter in question that makes reliance otherwise permitted by the above unwarranted.  A Director or officer is not liable as such to the corporation for any action taken or omitted as a Director or officer, if, in connection with such action or omission, the Director or officer performed the duties of the position in compliance with this Article.

 

Conflict of Interest Transactions

 

 

  • Conflicting Interest Transactions.  As used in this Article, “conflicting interest transaction” means:  A contract, transaction, or other financial relationship between the corporation and a Director of the corporation, or between the corporation and a party related to a Director, or between the corporation and an entity in which a Director of the corporation is a Director or officer or has a financial interest.  

 

 

 

  • Prohibition Against Loans to Directors or Officers.  No loans shall be made by the corporation to its Directors or officers.  Any Director or officer who assents to or participates in the making of any such loan shall be liable to the corporation for the amount of such loan until the repayment thereof.

 

 

 

  • Voidability of Conflicting Interest Transactions.  No conflicting interest transaction shall be void or voidable or be enjoined, set aside, or give rise to an award of damages or other sanctions in a proceeding by or in the right of the corporation, solely because the conflicting interest transaction involves a Director of the corporation or a party related to a Director or an entity in which a Director of the corporation is a Director or officer or has a financial interest or solely because the Director is present at or participates in the meeting of the corporation’s Board of Directors or of the committee of the Board of Directors that authorizes, approves, or ratifies the conflicting interest transaction or solely because the Director’s vote is counted for such purpose if:

 

 

      1. The material facts as to the Director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested Directors, even though the disinterested Directors are less than a quorum; or

 

      1. The material facts as to the Director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board of Directors, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by a vote of the Board of Directors; or

 

      1. The conflicting interest transaction is fair as to the corporation.

 

 

  • Approval of Conflicting Interest Transactions.  Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes, approves, or ratifies the conflicting interest transaction.

 

 

 

  • Party Related to Director.  For purposes of this Article, a “party related to a Director” shall mean a spouse, a descendent, an ancestor, a sibling, the spouse or descendent of a sibling, an estate or trust in which the Director or a party related to a Director has a beneficial interest, or an entity in which a party related to a Director is a Director, officer, or has a financial interest.

 

 

 

  • Conflict of Interest Policy.  The Board of Directors shall adopt a Conflict of Interest Policy further defining and regulating potential and actual conflicts of interest.  This policy shall be reviewed annually.

 

 

 


  • Indemnification

 

 

 

  • Indemnification. To the extent permitted or required by the act (as defined below) and any other applicable law, if any Director or officer (as defined below) of the corporation is made a party to or is involved in (for example as a witness) any proceeding (as defined below) because such person is or was a Director or officer of the corporation, the corporation (I) shall indemnify such person from and against any judgments, penalties, fines (including but not limited to ERISA excise taxes), amounts paid in settlement and reasonable expenses (including but not limited to expenses of investigation and preparation, and fees and disbursements of counsel, accountants or other experts) incurred by such person in such proceeding, and (II) shall advance to such person expenses incurred in such proceeding.  

 

 

The corporation may in its discretion (but is not obligated in any way to) indemnify and advance expenses to an employee or agent of the corporation to the same extent as to a Director or officer.  

 

The foregoing provisions for indemnification and advancement of expenses are not exclusive, and the corporation may at its discretion provide for indemnification or advancement of expenses in a resolution of its Board of Directors, in a contract or in its articles of incorporation.  

 

Any repeal or modification of the foregoing provisions of this article for indemnification or advancement of expenses shall not affect adversely any right or protection stated in such provisions with respect to any act or omission occurring prior to the time of such repeal or modification.  If any provision of this article or any part thereof shall be held to be prohibited by or invalid under applicable law, such provision or part thereof shall be deemed amended to accomplish the objectives of the provision or part thereof as originally written to the fullest extent permitted by law, and all other provisions or parts shall remain in full force and effect.

 

As used in this article, the following terms have the following meanings:

 

      1. Act. The term “act” means the Colorado Revised Nonprofit Corporation Act as it exists on the date this Article is adopted, and as the Colorado Revised Nonprofit Corporation Act may be thereafter amended from time to time.  In the case of any amendment of the Colorado Revised Nonprofit Corporation Act after the date of adoption of this article, when used with reference to an act or omission occurring prior to effectiveness of such amendment, the term “act” shall include such amendment only to the extent that the amendment permits a corporation to provide broader indemnification rights than the Colorado Revised Nonprofit Corporation Act permitted prior to the amendment.  

 

      1. Director or Officer. The term “Director” or “officer” means (I) a Director or officer of the corporation and (II) while an individual is a Director or officer of the corporation, the individual’s serving at the corporation’s request as a Director, officer, partner, member, manager, trustee, employee, fiduciary, or agent of another domestic or foreign  corporation, nonprofit corporation, or other person or of an employee benefit plan, and (III) any other position (not with the corporation itself) in which a Director or officer of the corporation is serving at the request of the corporation and for which indemnification by the corporation is permitted by the act.  

 

      1. Proceeding. The term “proceeding” means any threatened, pending or completed action, suit, or proceeding whether civil, criminal, administrative or investigative, and whether formal or informal.  

 

      1. Code. The term “Code” means the Internal Revenue Code of 1986, as amended from time to time.  

 

 

  • Limitation. Notwithstanding any other provision of this Article VII, during any period that the corporation is a “private foundation” within the meaning of section 509 of the Code, or any corresponding provision of any future United States tax law, the corporation shall not indemnify any person from or against or advance to any person the cost of, such expenses, judgments, fines, or amounts paid or necessarily incurred, nor shall the corporation purchase or maintain such insurance, to the extent that any such indemnification, purchase, or maintenance would be determined to be an act of self-dealing within the meaning of section 4941 of the Code, to be a taxable expenditure within the meaning of section 4945 of the Code, or to be otherwise prohibited under the Code, unless and to the extent (i) a court orders such indemnification, or (ii) the purchase or maintenance of such insurance can be treated as reasonable compensation to such person.  

 

 

 


  • Contracts, Checks, Deposits, Gifts and Proxies

 

 

 

  • Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.  

 

 

 

  • Checks, Drafts, Etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.  In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the Chair of the Board, President or a Vice President of the corporation.  

 

 

 

  • Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.  

 

 

 

  • Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.  

 

 

 

  • Proxies. Unless otherwise provided by resolution adopted by the Board of Directors, the Chair of the Board, President or any Vice President may from time to time appoint one or more agents or attorneys in fact of the corporation, in the name and on behalf of the corporation, to cast the votes which the corporation may be entitled to cast as the holder of stock or other securities in any other corporation, association or other entity any of whose stock or other securities may be held by the corporation, at meetings of the holders of the stock or other securities of such other corporation, association or other entity, or to consent in writing, in the name of the corporation as such holder, to any action by such other corporation, association or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the corporation and under its corporate seal, or otherwise, all such written proxies or other instruments as he/she may deem necessary or proper in the premises.  

 

 

 


  • Books and Records

 

 

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the Board of Directors.  All books and records of the corporation may be inspected by any Director or his/her agent or attorney for any proper purpose at any reasonable time.  

 

 


  • Corporate Seal

 

 

The corporate seal shall be in such form as shall be approved by resolution of the Board of Directors.  Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.  The impression of the seal may be made and attested by either the Secretary or an Assistant Secretary for the authentication of contracts or other papers requiring the seal.  

 

 


  • Waiver of Notice

 

 

Whenever any notice is required to be given under the provisions of the Colorado Revised Nonprofit Corporation Act or under the provisions of the articles of incorporation or the bylaws of the corporation, a waiver thereof may be granted in the following manner:

 

A Director may waive any notice required to be given to such Director by the Colorado Revised Nonprofit Corporation Act or these bylaws: (i) whether before or after the date or time stated in the notice as the date or time when any action will occur, by delivering a written waiver to the corporation which is signed by the Director entitled to the notice for inclusion in the minutes, but such delivery and filing shall not be conditions of the effectiveness of the waiver; or

(ii) by a Director’s attendance at the meeting whereby such Director waives objection to lack of notice or defective notice, unless the Director at the beginning of the meeting objects to the holding thereof or transacting business at the meeting because of lack of notice or defective notice, and such Director waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the Director objects to considering the matter when it is presented.  The Director must not only object to holding the meeting but also must not vote for or assent to action taken at the meeting.  Further, even if a Director attends or participates in a meeting, the Director does not waive any required notice if special notice was required of a particular purpose and the Director objects to transacting business with respect to the purpose for which such special notice was required and does not thereafter vote for or assent to action taken at the meeting with respect to such purpose.

 

 


  • Amendments to Bylaws

 

 

These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the directors present at any regular meeting or at any special meeting, if at least seven days’ written notice is given of intention to alter, amend or repeal or to adopt new bylaws at such meeting.

 

 

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