Cleveland UCD (Urban Conservation District)

CNA -- BYLAWS

BY-LAWS

ARTICLE I GENERAL

Section 1. Name: The name of the association shall be Cleveland Neighborhood Association Inc., herein after referred to as the “Association”

Section 2. Purpose: The general purposes of the Association are charitable, educational, cultural, economic and the promotion of the general welfare of the public.
More particularly, its purposes are:

A. To provide instruction to the public on subjects useful to individuals and which are beneficial to the community.

B. To operate so that the Association is beneficial to the public interest,
providing information that is utilized by the city, state and national
governments.

C. To prevent crime and vandalism by operating a neighborhood patrol, thus
reducing the cost of such prevention to the government.

D. To help strengthen the neighborhood and the city’s economic base.

E. To foster economic development within the community.

F. To preserve and strengthen the enviromental quality of the city.

Section 3. Non-Profit Character: The Association is a non-profit Association. It shall be organized and operated exclusively for non-profit, tax-exempt purposes.

Section 4. Prohibited Activities: No substantial part of the funds of the Association shall be used to carry on propaganda or otherwise attempt to influence legislation. It shall not participate or intervene in any political campaign on behalf of any candidate for public office. No funds shall be spent for repairs or maintenance of any private property.

Section 5. Remuneration: No Officer, Director, Committee or Member shall receive remuneration for services, but shall be entitled to reimbursement for reasonable expenses incurred in connection with the Association affairs.

ARTICLE II BOUNDARIES

The area included in the Association shall be NW 30th Street on the north, NW 23rd on the south, May Avenue on the west, and Villa Avenue on the east.

ARTICLE III MEMBERSHIP

Section 1. Membership Composition: There shall be one class of membership. This membership shall be voting. Membership is open to any resident, property owner or business interested in the purposes and goals of the Association, and is limited to addresses in the prescribed boundaries.

Section 2. Annual Meeting: There shall be an annual meeting of membership during the month of June.

Section 3. Regular Meetings: Meetings shall be scheduled monthly.

Section 4. Special Meetings: Special meetings may be called by or at the request of the President, or any two (2) Board Members.

Section 5. Location of all Meetings: Membership meetings shall be held within the neighborhood or, if an adequate facility is not available, within a reasonable traveling distance.

Section 6. Notice of Meetings: Notice of meetings will appear in the monthly neighborhood newsletter, which is distributed by hand throughout the neighborhood.

Section 7. Dues: Annual dues will be on a voluntary basis. The dues will be set on an annual basis by the Board of Directors with the concurrence of the members in attendance at the annual meeting.

Section 8. Term of Membership: Term of membership shall be one year, and shall encompass the dates of January 1st though December 31st of each calendar year.

ARTICLE IV BOARD OF DIRECTORS

Section 1. General Powers: The affairs of the Association shall be generally managed by its Board of Directors.

Section 2. Composition: Twenty (20) interested members whose residences are evenly distributed throughout the neighborhood.

Section 3. Number, Term and Qualifications: The number of members of the Board of the Association shall be twenty (20) and may be increased or decreased to not fewer than eighteen (18) by amendment of this section; but no decrease shall have the effect of shortening the term of any incumbent member. Terms shall commence at the annual meeting of the membership and shall be for one year. Vacancies on the Board shall be filled by appointment by the Board of Directors. To remain a Board member in good standing, one must attend at least one Board meeting per quarter.

Section 4. Regular Meetings: Regular meetings of the Board shall be held quarterly.

Section 5. Special Meetings: Special meetings of the Board may be called by or at the request of the President or any two (2) Board members.

Section 6. Location of Meetings: All meetings shall be held within a reasonable traveling distance of the neighborhood or, if an adequate facility is not available, within a reasonable traveling distance.

Section 7. Quorum: One third of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.

Section 8. Manner of Acting: The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 9. Compensation: Directors shall not receive any payment for their services.

ARTICLE V OFFICERS

Section 1. Number: The officers of the Association shall be a President, Vice President, a Secretary, a Treasurer, and an Urban Conservation District Officer, each of whom shall be elected by the Neighborhood Association members at the annual meeting. The membership may elect such other officers or assistant officers, 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 offices may be held by the same person except the offices of President and Vice President.

Section 2. Election and Term of Office: The officers of the Association shall be elected annually by the Neighborhood Association members at the regular annual meeting of the Neighborhood Association of membership. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office unless removed, until his successor shall have been duly elected. Any officer may serve consecutive terms in the same office.

Section 3. Nominating Committee: A nominating committee consisting of six members of the Neighborhood Association, headed by the Secretary, shall present a slate of candidates to the membership for consideration at the annual membership meeting.

Section 4. Removal: Any officer elected by the membership may be removed by petition signed by the majority of members of the Association or a two thirds vote of the members of the Board of Directors whenever, in their judgment, the best interests of the Neighborhood Association would be served thereby.

Section 5. Vacancies: A vacancy in any office because of death, resignation, removal, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

Section 6. President: The President shall be the principal executive officer of the Association and shall in general supervise and control all of the business and affairs of the Association. The President shall preside at all meetings of the membership and of the Board of Directors. Any deeds, mortgages, bonds, contracts, or other instruments, which the Board of Directors or Association members have authorized to be executed, will be done so by the President.

Section 7. Vice President: In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to the Vice President by the President or by the Board of Directors.

Section 8. Secretary: The Secretary shall keep the minutes of the membership meetings and the Board of Directors meetings. Coordinate the distribution of the monthly neighborhood newsletter. See that all notices are duly given in accordance with the provisions of these By-Laws. Be custodian of the Association records and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or the Board.

Section 9. Treasurer: The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Association, receive and give receipts for moneys due and payable to the Association from any source whatsoever, and deposit all such monies in the name of the Association in such banks, trust companies or other depositaries as shall be selected in accordance with the Provisions of Article VI of these By-Laws; and in general perform all the duties as from time to time may be assigned to the Treasurer by the President or the Board of Directors. The Treasurer shall submit a monthly treasury report at each Membership meeting.

Section 10. Urban Conservation District (UDC) Officer: The UCD Officer shall serve as a link of communications between the Board of Directors of the Neighborhood Association and the committees of the Urban Conservation District.

ARTICLE VI CONTRACT, CHECKS, DEPOSITS, FUNDS AND FORMS

Section 1. Contracts: The Board of Directors may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, Etc.: All checks, drafts, other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association shall be signed by such officer or officers agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 3. Deposits: All funds of the Association shall be deposited weekly to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors
may select.

Section 4. Gifts: The Board of Directors may accept on behalf of the Association any contribution, gift or bequest for the general purposes, or for any special purpose of the Association.

ARTICLE VII BOOKS AND RECORDS

The Association shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its Board of Directors, and shall keep a record giving the names and addresses of the Directors.

ARTICLE VIII AMENDMENT TO BY-LAWS

These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a majority vote of the members in attendance.

ARTICLE IX DISSOLUTION

On dissolution of the Association, whether voluntary or involuntary, the net assets shall be distributed as determined by the Association, but only to one (1) or more religious, charitable or education organizations exempt from the Federal Income Tax under Internal Revenue Code Section 501 (C) (3) of 1954, or corresponding provision of any such future law, whose activities are similar to those of the Association.