Bylaws

MILWOOD NEIGHBORHOOD ASSOCIATION BYLAWS

Article I – NAME

The name of this organization shall be Milwood Neighborhood Association, a nonprofit organization, hereinafter referred to as the Association.

Article II – PURPOSE

The purpose of the Association is to seek to improve the quality of life in the neighborhood in matters such as land use, environmental protection, public services, consumer protection; and to organize activities that will promote a greater sense of community.

Article III – OBJECTIVES

The objectives of the Association are to:

1. Represent and advance the interests of residents in the neighborhood.
2. Keep all residents informed of issues vital to theneighborhood by appropriate communications and meetings.
3. Establish standing and ad-hoc committees to investigate and make recommendations to the Association on all matters of neighborhood concern, including local libraries and schools.
4. Establish mutual protection and safety.
5. Improve safety of the streets through better traffic control.
6. Facilitate the education of residents regarding all available options open to them relating to the problems of home ownership, zoning, rights, etc.
7. Work toward development and preservation of natural greenspaces, parks, trees, landscaping and general land use management.

Article IV – MEMBERSHIP

Section 1 – Eligibility

There are five types of membership in the Association:

Type 1:  Resident Membership—all residents within the boundaries of the Association.

Type 2:  Non-Resident Property Owners Membership—Individuals that own property and are not residents within the boundaries of the Association.

Type 3:  Non-Resident Business Owners Membership—Businessowners/organizations who do not own property but operate a business ororganization within the boundaries of the Association.

Type 4:  Associate Membership—Anyone who pays dues and is not a member under any other type.

Type 5:  Honorary Membership—Membership awarded to persons who have performed services that tend to further the purpose of theAssociation.  The election of honorary membership shall be by amajority vote of the board.

The boundaries of the Association shall be as follows:

North is Parmer Lane
East is Amherst Drive
South is Duval Road
West is Union Pacific Railroad

Section 2 – Dues

Dues for Resident Membership are per household, for Non-Resident Property Owner is per property and for Non-Resident Business Owner shall be per business or organizational entity.

Dues per year shall be announced by the Board of Directors in advance of the fiscal year, and shall be payable at or before the September meeting of each year.  Such dues shall not increase without approval at a meeting of the general membership held the preceding spring.

Article V – VOTING

Section 1 – Voting for Board members, and increases to dues shall be restricted to only Type 1 through 3 membership types who are current on their dues and each membership is entitled to one vote.

Introducing motions and voting for all other issues shall be available to all Type 1 through 3 membership types and each membership is entitled to one vote.

Section 2 – Only members of the Board shall be entitled to introduce motions and vote at Board meetings.

Section 3 – For general Association meetings, a quorum is defined as the number of members present.  For Board meetings, a quorum is defined as fifty-one percent (51%) of the currently filled board positions. The quorums as defined above shall be necessary for the transaction of all Association business.

Article VI – MEETINGS AND ORGANIZATION

Section 1 – Meetings of the general membership shall be held in September and the spring and at such other times as called by the Board.

Section 2 – Meetings of the Board shall be held at least every other month.

Section 3 – The fiscal year of the Association shall run from September 1 to August 31.

Article VII – BOARD OF DIRECTORS

Section 1 – Eligibility to be a Board Member or Officer

Only Type 1 Members may serve on the Board of Directors or as an Officer.  Every Board of Director and Officer shall be a dues-paying member.

Section 2 – Number and Tenure

The Board of Directors shall consist of the four officers set forth in Article VIII and five other at-large board directors.  There will be five places for Directors and each will carry a two-year term. Place 1, Place 3, and Place 5 will be elected in odd numbered years.  Place 2 and Place 4 will be elected in even numbered years.  (i.e., 1998 September meeting will elect Place 2 and Place 4.)

New terms of office shall begin on October 1. Only one member of the same household may serve on the Board of Directors at any given time.

Section 3 – General Powers

The Board shall manage the affairs of the Association and shall have full authority to set Association policy and speak to elected officials on behalf of the Association.

The power to authorize the expenditure of Association funds shall rest solely with the Board.

Section 4 – Vacancies

Any vacancy occurring in the Board shall be filled by the Board for the balance of the unexpired portion of the term.  However, when the vacancy exists because a currently sitting Director in the middle of their term is elected to an officer position, that unexpired term shall be filled by election at the September general membership meeting.  A vacancy may be assumed to exist whenever a Board member misses two consecutive meetings.  A meeting, for the purposes of this section shall be defined as a Board or general membership meeting for which the member had at least ten days prior notice.

Section 5 – Notice of Meetings

Notice of Board meetings may be given in writing or orally, at least ten days prior to the meeting and is deemed to have occurred if the meeting is held at a prearranged and customary time and location. In case of an emergency, which is so defined by the President or any three directors, twenty-four hours' notice shall suffice at which any business is conducted with the exception of bylaws amendments or elections.

Section 6 – Removal from the Board

Any member of the Board may be removed for cause at any meeting by a two-thirds vote of the Board members present, providing that written notice has been furnished to all Board members at least two weeks prior to said meeting.

Article VIII – OFFICERS

Section 1 – Positions and duties

The President shall preside at all meetings of the Board and the Association and shall be an ex-officio member of all committees. The President shall have the right to approve all statements made on behalf of the Association.

The Vice-President, shall fulfill the duties of the President in the President's absence and shall have other duties delegated by the President.

The Secretary shall be responsible for keeping an accurate record of all business conducted at meetings of the Association.

The Treasurer shall be responsible for the Association moneys and shall keep an accurate record of receipts and expenditures.

Other duties required of the Board include:

• parliamentarian during meetings  (charged with the duty to ensure that the proceedings of the Board meeting stay on track and orderly)
• custodian of the correspondence of the Association  (will maintain an orderly file of the correspondence produced by and sent to the Association)
• custodian of the membership list  (shall maintain the membership list in an orderly and timely fashion and assist with renewal notices if used)

These other duties may be performed by any Board member based on time, talent, interest and willingness to serve. Since the duties must be performed, if no one steps forward voluntarily, the President shall appoint Board members to perform these duties as he/she deems appropriate.

Section 2 – Election

Officers shall be elected by dues paying Members of Type 1 through 3 at the September membership meeting, and shall serve one-year terms to begin on October 1.

Section 3 – Removal from Office

Any officer may be removed from office for cause at any meeting by two-thirds of the Board members providing that notice has been furnished to the officer and to all other Board members at least two weeks prior to said meeting.

Section 4 – Replacement of Officers

When necessary, vacant offices may be filled at any meeting by the Board for the unexpired portion of the term.

Article IX – APPROVAL OF EXPENDITURES

Section 1 – Unique expenditures

Unique expenditures are commitments of MNA funds that are not expected to occur again or at least not on a regular basis.  These expenses must be approved by the Board.  The Board may give approval to a maximum limit that the President and the Treasurer can approve without Board action.

Section 2 – Recurring expenditures

Recurring expenditures are disbursements of MNA funds that are expected to occur on an ongoing and somewhat regular basis.  These would include such items as postage, supplies and publication of a newsletter.  These expenditures may be approved in advance for future payment as the expenses are incurred.  These payments should be reviewed and reapproved on an annual basis.

Section 3 – Signatures on checks

All checks drawn on the Association’s account shall be signed by at least two (2) authorized Board members.  Authorized Board members shall consist of the President, the Treasurer and one member appointed by the Board.

Article X – CONFLICT OF INTEREST

Section 1 – Definition

A conflict of interest exists for an Association member or a Board member whenever that person holds a personal financial interest which will be impacted by the action or inaction by the Association on a proposal before the membership or Board.  Examples of a personal financial interest would include ownership, plans to purchase or involvement in a transaction to buy or sell property the use or control of which is under discussion by the Association or its Board of Directors.

Section 2 – Declaring the Conflict of Interest

Whenever a member or Board member determines that he/she has a conflict of interest relating to an item under discussion, he/she must inform the body (Association or Board) hearing the proposal that the conflict of interest exists.

Section 3 – Abstention from Voting

Members or Board members shall not vote on matters in which they have a conflict of interest.

Article XI – GRIEVANCE PROCEDURES

Section 1 – Eligibility to File a Grievance

A person or group adversely affected by a decision or policy of the Association may submit in writing a complaint to the President of the Association.

Section 2 – Complaint Process

Within a reasonable time following the receipt of a complaint, the President shall arrange with the petitioner, a mutually acceptable time and place for a review of the complaint by the Board.  The Board will make a good faith effort to resolve the complaint with the petitioner.

Section 3 – Final Resolution

If an acceptable resolution is reached, it is to be ratified at the next regular meeting of the Board and entered in the minutes of the meeting.  If a resolution is not reached, the Board shall submit a report and recommendation to the membership and a final resolution of the complaint shall be by vote of a majority of the membership at a general or special meeting.

Article XII – NON-DISCRIMINATION

The Association shall not discriminate against individuals or groups on the basis of race, religion, color, sex, sexual orientation, age, disability, national origin, income or political affiliation in any of its policies, recommendations or actions.

Article XIII – AMENDMENT OF BYLAWS

These bylaws may be amended at any meeting by a two-thirds vote of the Board provided that the amendment(s) has been submitted in writing to the Board at the previous meeting.

Article XIV – DISSOLUTION

Upon the dissolution of the Milwood Neighborhood Association no class of member shall have any right nor shall receive any assets of the Association.  The assets of the Association are permanently dedicated to a tax-exempt purpose.  In the event of dissolution, the Association's assets, after payment of debts, will be distributed to an organization which is tax-exempt under the relevant provisions of the Internal Revenue Code and which exists for community service and not religious purposes.

These are the bylaws of the Milwood Neighborhood Association approved on August 15, 2000 by the MNA Board of Directors.