Community Action for Barnes-Mill Neighborhood, Inc.

1. Annual Meeting: There shall be a meeting of the members in March of each year at a public place. Day and hour shall be designated by the Steering Committee and stated in the notice of such meeting.
2. Monthly Meetings: Monthly meetings of the membership shall be held in a public place on the third Friday of each month.  The March monthly meeting may be replaced with the Annual Meeting.
3. Special Meetings: Special meetings of the membership may be called by the Steering Committee or upon written request of twenty members. Such written request shall be presented to the President of CABN. Special meetings shall be held in a public place at a day and hour as designated by the Steering Committee and stated in the notice of such meetings.
4. Notice of Meetings: Notice of annual, monthly, and special meetings shall be announced in the local newspaper at least seven days prior to the meeting.
5. Quorum: A quorum at any meeting of CABN shall consist of ten members in addition to any three of the Steering Committee members.

ARTICLE VI ?– ORGANIZATION AND BOARD OF DIRECTORS

1. Board of Directors: The Board of Directors shall be responsible for the daily operations of CABN.  The Board of Directors shall consist of the Officers of CABN and the coordinators of the Standing Committees.
2. Steering Committee
   1. There shall be a Steering committee whose function will be to direct the affairs of CABN, manage the business of CABN, set policies for CABN, approve all fund-raising activities of CABN, including grant and funding requests, and oversee and coordinate CABN programs.
   2. The Steering Committee shall consist of the officers of CABN, and the coordinators of the Standing Committees.
      1. The Officers shall be President, Vice-President, Secretary, and Treasurer.
      2. No Officer shall for reason of his or her office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or Steering Committee member from receiving any compensation from CABN for duties other than as an officer or Steering Committee member.
   3. A member of the Steering Committee may be removed when sufficient cause exists for such removal.  The Steering Committee may entertain charges against any member.  A Steering Committee member may be represented by counsel upon any removal hearing.  The Steering Committee shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interest of CABN.
   4. The Standing Committees shall be Membership, Publicity, Fund Raising, and/or such others as created by the membership CABN.
   5. Election of Officers shall be by majority vote of CABN membership at the annual meeting. The Steering Committee will present the slate; nominations shall also be taken from the floor.
   6. The Steering Committee shall meet as needed to plan and coordinate the activities of CABN.  
   7. A quorum at any meeting of the Steering Committee shall consist of one-third of the constituted members of the Steering Committee and at least two Officers.
   8. Each member of the Steering Committee shall have one vote.
3. Steering Committee members shall serve for one year. Their terms shall commence after the close of the annual meeting and run until the close of the next year's annual meeting. All Steering Committee members may serve for more than one term, consecutively or non-consecutively.
4. If an Officer vacancy shall occur by reason of death, disability, or resignation, the Steering Committee shall fill the vacancy by temporary appointment until the next annual meeting of the membership.
5. CABN shall prescribe the duties of officers, which shall include, without being limited to the following:
   1. The President and Vice-President shall be the official representatives of CABN in its relations with other organizations, corporations, associations, governmental units and the public in general. The Steering Committee may appoint one or more temporary committees and delegate the authority thereto to conduct business for CABN on specified matters. The Vice-President shall assume the duties of the President in his/her absence. The President and Vice-President shall carry out other duties as assigned from time to time by the Steering Committee.
   2. The Secretary shall be the custodian of CABN?’s records and shall record the minutes of the Steering Committee and membership meetings, as directed by the Steering Committee.
   3. The Treasurer shall be custodian of CABN?’s funds as directed by the Steering Committee. All receipts shall be deposited to and all disbursements shall be made from a checking account to be established in the name of CABN.

ARTICLE VII - FINANCES

CABN shall not be operated for profit and shall be operated only for the purposes set forth in Article II.

ARTICLE VIII - LIABILITY

1. No officer or member of CABN shall be personally liable for acts or omissions of any officer or member other than himself/herself, whether or not such act was in performance of official duties.
2. No officer or member of CABN shall obligate CABN, by contract or otherwise, to perform any act or to incur any liability without prior authorization of the Steering Committee.
3. The Corporation shall obtain officers and directors insurance coverage for the Board of Directors.
4. The Board of Directors of the Corporation shall be indemnified and defended by the Corporation to the fullest extent permissible under the laws of the Commonwealth of Kentucky.

ARTICLE IX - INSPECTION OF BOOKS AND RECORDS

Any member of CABN shall be entitled to inspect the CABN's books and records at any duly called meeting of the Steering Committee or of the membership upon furnishing written notice to the President at least five days prior to such meeting.

Adopted March 18, 2005