BYLAWS
OF THE
DOWNTOWN NEIGHBORHOOD ASSOCIATION, Inc.
Revision A
2/17/06
ARTICLE I
Section 1.
Name.
The name of the organization is
the Downtown Neighborhood Association, Inc.
Section 2.
Purpose/Mission Statement.
To provide a means by which the
property owners, business operators, and residents of the downtown area may
exercise greater control over the economic, political, environmental and social
forces that influence their ways of life; to promote understanding among
property owners, residents, government and business interests; to foster
neighborhood identity and a sense of community; to cooperate and affiliate in
appropriate ways with other local, state and national organizations having
compatible goals.
Section 3. Boundaries.
The Downtown Neighborhood
Association, Inc. shall consist of (define boundaries and point to map – see
Attachment A)
Section 4.
Principal Office and Registered Agent
The principal office of the
organization shall be at such place within the Downtown Neighborhood
Association, Inc. as may fixed by the Board of Directors. The name of the
registered agent shall be designated by the Board of Directors and may be
changed by the Board of Directors subject to the requirements of
ARTICLE II
Section 1.
Regular Membership
Any person who is a property
owner, business operator, and/or a resident within the boundaries of the
Downtown Neighborhood Association, Inc. as set out above and who agrees with the
general purposes/mission statement of the Downtown Neighborhood Association,
Inc. is a member with the right to vote at its meetings and is eligible to serve
as a member of the Board of Directors and officer, if said person is current in
the person's dues and is not serving in a similar capacity in another
stakeholder organization when nominated.
Section 2.
Associate and Student Memberships
Associate and student membership
may be held by any person who lives outside the boundaries of the Downtown
Neighborhood Association, Inc. or a student of an institution of higher
education and who agrees with the general purposes/mission statement of the
Downtown Neighborhood Association, Inc. and pays dues as set by the Board. An
affiliate member may not be a voting member of the organization and may not
serve on the Board of Directors or serve as an officer.
Section 3.
Dues
The Board of Directors may assess
dues of members or solicit contributions from them, the amount of said dues or
the minimum contribution to be set by the Board.
ARTICLE III
Section 1.
Annual Meeting
An annual meeting of the members
shall be held for the purposes of electing directors and transacting other
business. The date of the annual meeting shall be set by the Board of Directors.
The annual meeting shall be held at a place determined by the Board of
Directors.
Section 2.
General Membership Meetings
General Membership meetings of
the members may be called by the president, or by action of the Board of
Directors.
Section 3.
Board of Directors Meetings
Board of Directors meetings of
the members may be called by the president, or by action of the Board of
Directors.
Section 4.
Notice of Meetings
Written notice stating the place,
day and hour of any meeting of members shall be delivered to the membership not
less than seven (7) days nor more than thirty (30) days before the date of such
meeting.
Section 5.
Proxies
No members shall vote by proxy at
any meeting unless provision is made in writing by the Board of Directors.
Section 6.
Use of the Internet
To facilitate the timely and
productive conduct of business, internet meeings may be held using the DNA web
site and email. Items for review may
be posted on the web site or emailed to members soliciting discussion and/or
vote. Votes will be showed in return
email with and indication for “approval”, “disapproval with comments”,
or “abstain”. All issues voted
on during the period between Board of Directors meetings will be tallied and
placed in the minutes of the next Board of Directors meeting.
Issues receiving majority vote may be appropriately acted on.
Issues not receiving majority vote may be balleted during the next Board
of Directors meeting.
ARTICLE IV
Section 1.
Authority
The activities, affairs, business
and property of the Downtown Neighborhood Association, Inc. shall be governed by
the Board of Directors. The Board of Directors shall determine the activities of
the organization and shall carry on programs in pursuit of the chartered
purposes. The Board of Directors shall have absolute discretion in the
disbursement of the organization's funds and management of its property for the
purposes set out in the Bylaws. Public statements shall be made, litigation
shall be supported, and other action taken on behalf of and in the name of the
organization only upon authorization of the Board of Directors.
Section 2.
Annual Report
The Board of Directors shall
report to the members of the annual meeting the activities undertaken pursuant
to the authority granted in Article IV, Section 1.
Section 3.
Election
The Board of Directors shall be
elected at the annual meeting of the members. Not
less than thirty (30) days prior to the annual meeting, the president of the
Board shall appoint a nominating committee which shall publish not less than
seven (7) days prior to the annual meeting a slate of nominees to the Board. The
nominating committee shall strive to assemble a diverse slate of nominees
representative of Downtown Neighborhood Association.
Section 4.
Initial Composition of Board
At the first annual meeting after
the adoption of these Bylaws, a Board of Directors consisting of at least seven
(7) and not more than nine (9) members shall be elected. Three members of the
Board shall be elected for one year terms; three members of the Board shall be
elected for two year terms and three members of the Board shall be elected for
three year terms.
Section 5.
Number, Tenure and Qualification
The number of directors shall be
nine. Except as set out in Section 4 above for the initial election of the
Board, each director shall hold office for a term of three years. Board members
may serve two consecutive terms, but after a year absence may return to the
Board.
Section 6.
Regular Meetings
A regular annual meeting of
directors shall be held without other notice than these Bylaws immediately after
adjournment of the annual meeting of the members. The Board of Directors may
provide for the holding of called meetings of the Board without other notice.
All meetings of the Board of Directors shall be open to observation by regular
members of the organization.
Section 7.
Quorum
A simple majority of the Board of
Directors which shall include at least one officer shall constitute a quorum for
the transaction of business. If a quorum is not present, the majority of
directors present may adjourn and reschedule the meeting.
Section 8.
Proxies
No Board member shall vote by
proxy at any meeting unless provision is made in writing by the Board of
Directors. Votes may be submitted electronically.
Section 9.
Actions of the Board
The action of the majority of
directors present at a meeting at which a quorum is present shall be the
official action of the Board of Directors.
Section 10.
Vacancies
Any vacancies occurring on the
Board of Directors shall be filled by the Board of Directors. A director elected
to fill a vacancy shall be elected for the unexpired term of the predecessor in
office.
Section 11. Removal
In the event a member of the
Board of Directors misses three consecutive meetings and or internet voting
requests, said member is automatically removed from the Board of Directors
unless a simple majority of the members of the Board of Directors vote
otherwise. In addition, at any time simple majority of the Board of Directors
may vote to remove any member of the Board. In the event a vacancy is created by
this paragraph, it shall be filled as previously set out in these Bylaws.
Removal shall only be undertaken where the best interest of the organization
shall be served thereby; but such removal shall be undertaken only in the most
extreme situations.
ARTICLE V
Section 1.
Officers
The
officers of the Downtown Neighborhood Association, Inc. shall be a president, a
vice-president, a secretary and a treasurer.
Section 2.
Election and Term of Office
The officers of the organization
shall be elected annually from among the Board of Directors by the Board of
Directors. The term of office shall be one year and the officers so long as they
remain on the Board may be re-elected from year to year.
Section 3.
Removal
Any
officer elected or appointed by the Board of Directors may be removed by a vote
of two-third's of the members of the Board of Directors whenever in its judgment
the best interest of the organization would be served thereby, but such removal
shall be undertaken only in the most extreme situations.
Section 4.
Vacancy in Office
Any
vacancy in office shall be filled by the Board of Directors for the unexpired
portion of the term.
Section 5.
President
The
president shall be the principal executive officer of the organization and chair
the Board of Directors. The
president shall in general supervise and conduct all the business and affairs of
the organization. The president shall establish the agenda and preside at all
meetings of the members and of the Board of Directors.
Section 6.
Vice President
In
the absence of the president or in the event of the inability or refusal of the
president to act, the vice president shall perform the duties of the president,
and when so acting shall have all the powers and be subject to all the
restrictions upon the president. The vice president shall perform such other
duties as may be assigned by the president of the Board of Directors.
Section 7.
Secretary
The
secretary shall keep the minutes of the meetings of the members and of the Board
of Directors; see that all notices are duly given in accordance with the
provisions of these Bylaws; be caretaker of the corporate records; and keep a
register of the postal address of each member that shall be furnished to the
secretary by each member; and perform such other duties as may be assigned by
the president or the Board of Directors.
Section 8.
Treasurer
If
required by the Board of Directors, the treasurer shall be bonded. The treasurer
shall have charge and custody and shall be responsible for all funds of the
organization; receive and give receipts for monies due and payable to the
organization from any source whatsoever and deposit all such monies in the name
of the organization as the Board of Directors may determine; and in general
perform all duties incident to the office of treasurer and such other duties as
may be assigned by the president or the Board of Directors.
All officers shall be signatory on the association’s bank account and
two officers are required to sign on disbursements.
Prior Board of Directors approval is required for all disbursements.
ARTICLE VI
Liaisons,
Committees, and Personnel
The Board of Directors shall
establish such liaisons, committees, or task forces and employ or engage such
personnel as, in its judgment, will best promote the purposes and objectives of
this organization. Reports of these
activities shall be made in person during Board of Directors meetings or in
writing prior to the Board of Directions meeting if unable to attend.
Liaisons shall be the conduit
between DNA and other stakeholder organizations.
Liaisons are required to report to and receive direction from the Board
of Directors. In representing DNA, a
liaison shall not attempt to further agendas other than those directed by the
board of directors.
Executive Committee. The officers
of the organization shall compose an Executive Committee.
ARTICLE VII
Rules of
Order
Except as provided in the Bylaws,
the conduct of all meetings shall be governed by the most recent edition of
Robert's Rules of Order. The Board of Directors may appoint a
parliamentarian. Where no
parliamentarian exists, the president shall solicite all view points, ask for
fair and democratic discussion and votes on issues affecting the organization.
ARTICLE
VIII
Amendments
These Bylaws may be altered,
amended or repealed, and new bylaws may be adopted by two-third's majority of
all of the Board of Directors at any regular meeting or at a special meeting if
at least seven (7) days written notice is given of intention to alter, amend,
repeal or adopt new bylaws at such meeting.
Revision Level
Description of Change
Effective Date
A Original February 17, 2006