East Hill Neighborhood Associationn

East Hill Neighborhood Association

Association Bylaws (as of May 3, 2004)

>>> TABLE OF CONTENTS <<<

Article 1: Name
Article 2: Office
Article 3: Boundaries
Article 4: Objectives/Purpose
Article 5: Legal Status/Polices
Article 6: Membership
Article 7: Sources of Revenue
Article 8: Meetings
Article 9: Board of Directors
Article 10: Officers
Article 11: Duties of Officers
Article 12: Parliamentary Authority
Article 13: Amendments
Article 14: Audits
Article 15: Dissolution
Article 16: Adoption of Bylaws

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ARTICLE 1- NAME

SECTION 1. The name of this organization shall be the "EAST HILL NEIGHBORHOOD ASSOCIATION.

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ARTICLE 2-OFFICE

SECTION 1. The Association's principal office shall be the residence of the Association's President. The Executive Committee may designate another location at its discretion.

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ARTICLE 3- BOUNDARIES

SECTION 1. The boundaries of the Association are: Cervantes in the South, 9th Avenue to Cervantes to Lee to 12th Avenue to Lakeview in the west, Bayou Texar shoreline to the east, and Lakeview (both sides) to 12th Avenue to the Bayou in the north.

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ARTICLE 4- OBJECTIVES/PURPOSE

SECTION 1. The purpose of the Association is to provide an organized framework to promote, preserve, and enhance the quality of life and values in the neighborhood by:

> extending opportunities to residents, landowners, entrepreneurs, and other interested parties through education about neighborhood and community affairs and local topics of immediate interest,
> elevating and promoting the image of the neighborhood,
> creating a safe living environment 24 hours a day,
> encouraging the neighborhood to become involved in community affairs,
> having an effective unified voice to address issues that impact the neighborhood,
> conducting social activities that create a greater sense of neighborhood pride,
> enhancing property values,
> promoting a sense of pride and identity among the residents,
> establishing a direct line of communication with the City of Pensacola and other agencies,
> advising on available funding, loans, and programs designated for the betterment and improvement of our neighborhood,
> establish relationships with other neighborhood associations and coalitions,
> familiarizing residents, landowners and interested parties about the Association and its purposes, and
> providing a forum for the airing of grievances.

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ARTICLE 5- LEGAL STATUS/POLICIES

SECTION 1. The Association shall be a non-partisan, non-profit organization and shall not support candidates for public office. The Association may take positions on neighborhood issues by majority vote. All approved actions to support a position will be carried out by the Board of Directors.

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ARTICLE 6- MEMBERSHIP AND DUES

SECTION 1. MEMBERSHIP CATEGORIES

All members must be 18 years of age or older, and there shall be the following three (3) classes of membership: A, B and C.

Class-A: Member, which includes Homeowners, Renters and Property Owners. One (1) vote will be allowed per dues paying member.

Class-B: Business Member, which includes Businesses and Community Institutions. Such group shall, on being accepted into membership, immediately file with the Web Master of the Association the name and address of its representative, who shall be entitled to cast its one (1) vote in general membership meetings. Members and business members may vote on issues before the Association.

Class-C: Associate Member, which includes Friends of the neighborhood and Any other interested party not otherwise defined. Associate members may not vote, but may contribute to the discussion.

SECTION 2. MEMBERSHIP DUES

a. Annual dues for each category of membership shall be recommended by the Board of Directors and approved by a majority vote of the members in attendance at the meeting at which a dues change is considered. Dues shall be paid by Oct. 1 for the following calendar year. Members shall be considered in arrears if their dues are not paid by Nov. 1.

b. The Board of Directors may cancel, by two-thirds vote, the membership of any member whose conduct is deemed prejudicial to the objectives, welfare, or character of the Association, including any member of the Board of Directors, provided notice of such alleged misconduct shall first be mailed to the said member at least 10 days prior to the meeting of the Board at which said misconduct is to be considered. The member may appear in person to challenge the proposed action of the Board.

c. Any individual or organization can petition the Board of Directors for a waiver of the membership dues.

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ARTICLE 7- SOURCES OF REVENUE

SECTION 1. Annual dues for each category of membership shall be recommended by the Board of Directors. Dues shall be approved by a majority vote of the members attending a meeting in which a change in the amount of dues is considered. Dues shall be paid by Oct. 1 for the following calendar year. New members shall be prorated at 6 months. Members shall be considered in arrears if their dues are not paid by Nov. 1. Annual dues shall be used for operating and administrative expenses.

SECTION 2. The Association may engage in fundraising activities related to its purposes. The Board of Directors may accept, on behalf of the Association, any contribution, gift, bequest, or device for the general purposes or for any special purpose of the Association. The Board of Directors may also decline any contribution, gift, bequest or device.

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ARTICLE 8- MEETINGS

SECTION 1. Regular meetings of the Association shall be held monthly.

SECTION 2. Fifteen (15) dues paying members, three (3) of which must be Board members constitutes a quorum.

SECTION 3. The Board of Directors shall meet as required, usually on a monthly basis, or as needed. These meetings shall be open and announced to all members of the association.

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ARTICLE 9- BOARD OF DIRECTORS

SECTION 1. The affairs of this association shall be under the management of a Board of Directors. Directors shall serve without pay.

SECTION 2. The Board of Directors shall consist of a maximum of seven (7) members, of which three (3) are elected At-Large Directors and four (4) are current elective Officers.

SECTION 3. On the first election year, all seven (7) positions will be elected. Every other year, six (6) of the seven (7) will be elected. The President - Elect shall assume the position of President for one (1) year after fulfilling the first year as President - Elect. Any Director or Officer may be removed for cause, at any annual or special meeting of members by the affirmative vote of a two-thirds majority in number of the persons constituting a quorum at the meeting. An Officer or Director may resign by letter addressed to the Board of Directors at any time. Vacancies in the Board of Directors shall be filled by vote of a majority of the members of the Board of Directors at the meeting at which the vote is taken. The person or persons so appointed to fill such vacancies shall hold office until the conclusion of the term of the vacating office holder. Nominations for Officers and Directors presented at the annual membership meeting shall be made by a Nominating Committee of at least five members appointed by the President prior to the election. Nominations may also be made from the floor.

SECTION 4. The Officers and Directors present at any meeting of the Board of Directors shall constitute a quorum to transact business, provided at least a majority (4 members) of the Board of Directors is present.

SECTION 5. The Board of Directors shall make an annual report to the annual membership meeting.

SECTION 6. Meetings of the Board of Directors, other than the annual meeting, may be called at any time by the President or four (4) Board members, by notice in writing to each Director and Officer, at least two days before such meeting.

SECTION 7. If a member of the Board of Directors has three (3) successive unexcused absences from meetings of the Board of Directors, the Board of Directors shall have the authority, at its discretion to remove the Director from the Board. The Director will be given notice of the proposed action to remove him or her from the Board, and will be given a reasonable opportunity to defend him or herself.

SECTION 8. COMMITTEES.

The Association shall have a Nominating Committee.

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ARTICLE 10- OFFICERS

SECTION 1. The officers of the Association shall be: President, President - Elect, Webmaster, Treasurer and three (3) directors at large.

SECTION 2. Officers shall assume their duties in Oct. and shall serve for one (1) year or until their successors are duly elected. Officers shall not serve in the elected office for more than two (2) consecutive terms, with the exception of the President Elect, who will upon Oct. 1, the following year, shall assume the role of President.

SECTION 3. Any regular or business member of the Association, whose dues are paid in full, is eligible for election to office. Associate members are not eligible to hold office.

SECTION 4. Officers shall be elected at the Sept. meeting by a simple majority of the regular and business members in attendance.

SECTION 5. At the August meeting, the President shall appoint a Nominating Committee of at least three (3) members. The Nominating Committee shall present a slate of one or more nominees for each office at the Sept. meeting. Nominations from the floor shall be allowed at this time also.

SECTION 6. Vacancies in office shall be handled as follows:

> In the event the President is unable to complete his or her term, the President - Elect shall become the President for the un-expired portion of the time.
> Vacancies in offices other than the President shall be filled for the expired term by the Board of Directors.

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ARTICLE 11 - DUTIES OF OFFICERS

SECTION 1. The President shall be the principle officer of the Association and shall:
> preside at the meetings of the Association and when presiding at general meetings shall report to the membership on board actions,
> represent the Association to all publics, except that the President may ask another Officer, Board or Committee member to represent the Association as required,
> appoint standing and special committees and designate chairs,
> identify members for special assignments,
> sign with the Webmaster or any other officer authorized by the Board, any contracts or other legal documents expressly authorized by the Board,
> sign with the Treasurer all withdrawals of funds from Association bank accounts,
> with the assistance of members, set the agenda for the Association, and
> recruit "Block Captains" to represent each street within the boundaries of the neighborhood and instruct the Captains as to their duties.

SECTION 2. The President - Elect shall:
> Act as special assistant to the President and represent the President whenever so designated,
> Be empowered to sign any documents as authorized by the Board of Directors. This power may be invoked in the event of an emergency during the absence of the President or due to the Presidents inability or refusal to act,
> Be liaison between the membership and the neighborhood watch,
> Perform all such duties as requested by the President or Board of Directors, and
> Facilitate neighborhood newsletter.

SECTION 3. The Webmaster shall:
> Keep minutes of the proceedings of all general membership and Board of Directors meetings of the Association,
> Preserve in a file all records of value to the Association to include a chronological file of all minutes of all meetings,
> Sign with the President all contracts and legal documents,
> Maintain a current roster of membership including the name, address, telephone number, and membership category of each member,
> Conduct the correspondence of the Association,
> Perform such other duties as requested by the President or Board of Directors,
> Facilitate neighborhood newsletter, and
> Facilitate webpage creation and maintenance.

SECTION 4. The Treasurer shall:
> have charge of all Association funds/bank accounts,
> sign with the President all withdrawals of funds,
> shall have authority to spend discretionary funds up to $50.00 without prior board approval between Board of Directors meetings,
> perform other duties as requested by the President or Board
> present a complete account of Association funds identifying the source of funding and disbursement, at monthly meetings to the Board, monthly meetings of the membership, and
> prepare an annual statement accounting for Association funds.

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ARTICLE 12- PARLIAMENTARY AUTHORITY

SECTION 1. The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Association in all cases in which they are not inconsistent with these bylaws and any special rules adopted by the Association. A quorum at a Board of Directors meeting shall be a majority of Board members. A quorum at an association meeting shall be at least 15 of the voting membership, three (3) of which must be Board members.

SECTION 2. A vote of 50% +1 is needed to pass any action between the Board, except as otherwise noted herein.

SECTION 3. Absentee-votes: Absentee voting is allowed, provided it is submitted in writing 24 hours prior to the meeting. Absentee votes may not count toward any quorum.

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ARTICLE 13- AMENDMENTS

SECTION 1. These bylaws may be amended by a two-thirds affirmative vote of the regular and Business members present and voting at any annual meeting, provided that notice of such an amendment has been given to the membership in the notice for the meeting. A full text of such an amendment shall be mailed to all members at least 30 days prior to the date the amendment shall be considered.

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ARTICLE 14- AUDITS

SECTION 1. At least one month prior to the September election, the President shall appoint, with the approval of the Board of Directors, a committee of three (3) members to comprise an Audit Committee. These three members cannot be members of the Board of Directors. The Committee's duties shall be to audit the Treasurer's books and/or records. The report of the audit results shall be made at the regular membership meeting prior to the actual elections. A copy of the report shall be given to each member of the Board of Directors and a copy for the permanent file kept by the Secretary.

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ARTICLE 15- DISSOLUTION

SECTION 1. The Association may be dissolved in the same manner as the procedure outlined in Article XIII, provided that the disbursement of all moneys and properties be acted upon prior to dissolution, and in accordance with the requirements of the Articles of Incorporation and Florida Non-profit Corporation Act then in existence.

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ARTICLE 16- ADOPTION OF BYLAWS

Approved by the membership on ___________, ______ (MO/DAY/YR) as witnessed by,


President



Secretary