Bylaws of the Dellview Area Neighborhood Association
Below are reproduced the DANA Bylaws as of November 2010 for your inspection.
Our current Bylaws present some challenges. They are somewhat complicated and often use unclear terminology. Also, they have not been amended since November of 2010. Since that time both the membership and board have changed how they do things but, unfortunately, did not always amend the Bylaws to reflect those changes. Finally, since no digital copy of the original Bylaws exist, these Bylaws were reproduced from hard copy (forgive any typos).
The Board is in the process of proposing a package of "clean-up" amendments which aim to (1) clarify terminology to match our present usage, (2) update certain articles so as to match current practices, (3) simplify certain complex sections, and (4) further develop certain processes which were never described in the original Bylaws. The Board will release this proposed package in September after the next scheduled Board meeting so that the membership may review the proposed amendments prior to the October Residents' and Members' meetings.
Since only the membership can amend the Bylaws, the adoption of the proposed amendments will be discussed at both the October Residents' meeting and the October Members' meeting. However, the Bylaws require that 30 days notice be given for such a vote, so any amendments proposed in late September could not be voted on until either our annual meeting in January or at some special election created by a quorum of the membership at the October meeting.
If you have any questions about the Bylaws, the proposed amendments, or the procedure for amending the current Bylaws, please don't hesitate to contact us at DellviewAreaNA@gmail.com.
With these qualifications in mind, please have a look at our current Bylaws. If you wish, you may read them in downloadable form by clicking here. (Adobe Acrobat or other viewer capable of opening *.PDF files required.)
Dellview Area Neighborhood Association
Section 1. Principal Office
The principal office of the corporation is located in Bexar County, State of Texas.
Section 2. Change of Address
The designation of the county or state of the corporation's principal office may be changed by amendment of these bylaws. The board of directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these bylaws:
New Address: Dellview Area Neighborhood Association
San Antonio, Texas 78201 Dated: July 12, 2006
Section 3. Other Offices
The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.
The boundaries of the Corporation shall be as follows: south boundary- Interstate l 0; west boundary -Interstate 10; north boundary - Loop 410; and east boundary - West Avenue.
Section 1.IRC Section 501(c)(4) Purposes
This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(4) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 50l(c)(4) of the Internal Revenue Code.
Section 2. Specific Objectives and Purposes
The specific purpose of the corporation 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 others 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 officials of the City of San Antonio and other agencies,
- Advising on available funding and programs designated for the betterment and improvement of older neighborhoods,
- Establishing relationships with other neighborhood associations and coalitions,
- Familiarizing residents, landowners and interested parties about the Corporation and its purposes, and
- Providing a forum for the airing of grievances.
Section 1. Number
The corporation shall have a Board of Directors which shall consist of the President, the Vice President, the Secretary, the Treasurer, the immediate past president and no less than four or more than eight (8) directors elected at large from the membership.
Directors shall be of the age of majority in this state. Other qualifications for directors of this corporation shall be as follows:
- Any dues paying “resident” member of the Association is eligible for election to office.
Subject to the provisions of the laws of this state and any limitations in the articles of incorporation and these bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board of directors.
Section 4. Duties
- The board of directors shall supervise the affairs of the Association in accordance with its stated objectives and policies:
- set the agendas for the regular meetings,
- transact any business between meetings of the Association and report thereon at the next meeting, and
- make recommendations to the general membership on the matters before the Corporation. ·
- The Board of Directors may choose to place questions before the membership for guidance or resolution of issues. If ithe Board seeks a vote of the membership to resolve an issue, the Board must be bounded by the conclusion of that vote.
- The Board of Directors shall make an annual report to the Annual Membership Meeting.
Section 5.Term of Office
Directors shall be elected at the annual membership meeting by simple majority of the membership. Directors shall assume their duties February 1st and shall serve for two (2) years or until his or her successor shall be elected and qualified, whichever occurs first.
Directors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.
Section 7. Place of Meetings
Meetings shall be held at such place as may be designated from time to time by resolution of the board of directors.
Section 8. Regular Meetings
Regular meetings of directors shall be held on the fourth Wednesday of each month, January through November, unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the next business day. Board meetings shall be open to interested members of the Corporation.
Section 9.Special Meetings
Special meetings of the board of directors may be called by the president or by any two directors. Such meetings shall be held at the place designated by the person or persons calling the special meeting.
Section 10. Notice of Meetings
Unless otherwise provided by the articles of incorporation, these bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors:
- Regular Meetings. No notice need be given of any regular meeting of the board of directors.
- Special Meetings. At least two day notice shall be given by the secretary of the corporation to each director of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, by email, or by facsimile machine, and shall state the place, date, and time of the meeting and the matters proposed to be acted upon at the meeting.
- Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the articles of incorporation, these bylaws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
Section 11. Quorum for Meetings
The board members present at any meeting of the Board of Directors shall constitute a quorum to transact business, provided at least a majority of the Board of Directors is present.
Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the chair shall entertain at such meeting is a motion to adjourn.
Section 12. Majority Action as Board Action
Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board of directors, unless the articles of incorporation, these bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.
Section 13. Conduct of Meetings
Meetings of the board of directors shall be presided over by the president of the corporation, or in his or her absence, by the vice president of the corporation, or in the absence of each of these persons, by a chairperson chosen by a majority of the directors present at the meeting. The secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.
Section 14. Vacancies
Vacancies on the board of directors shall exist (1) on the death, resignation, or removal of any director, and (2) whenever the number of authorized directors is increased.
Any director may resign effective upon giving written notice to the chairperson of the board, the president, the secretary, or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the office of the attorney general or other appropriate agency of this state.
Directors may be removed from office, with or without cause, at any regular or special meeting of the members, by vote of a simple majority of the membership.
Unless otherwise prohibited by the articles of incorporation, these bylaws, or provisions of law, vacancies on the board may be filled by approval of the board of directors. If the number of directors then in office is less than a quorum a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the board of directors or until his or her death, resignation, or removal from office.
Section 15. Nonliability of Directors
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
Section 16. Indemnification by Corporation of Directors and Officers
The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.
Section 17. Insurance for Corporate Agents
Except as may be otherwise provided under provisions of law, the board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee, or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the articles of incorporation., these bylaws, or provisions of law.
Section 1. Designation of Officers
The officers of the corporation shall be a president, a vice president, a secretary, and a treasurer. The corporation may also have one or more vice presidents, assistant secretaries, assistant treasurers, and other such officers with such titles as may be determined from time to time by the board of directors.
Any dues paying "resident" member of the Corporation is eligible for election to office.
Section 3.Election and Term of Office
Officers shall be elected at the "annual" meeting by simple majority of the membership. Officers shall assume their duties February 1st and shall serve for two (2) years or until his or her successor shall be elected and qualified, whichever occurs first.
Section 4. Nominating Procedures
At the November meeting, the President shall appoint a nominating committee of at least five (5) members who will prepare a slate of one or more nominees for each office. The nominating committee shall notify association members thirty (30) days prior to the annual meeting the names of nominees. Nomination from the floor may be made at the annual meeting.
Section 5.Removal and Resignation
Any officer may be removed as an officer of the corporation, either with or without cause, by vote of a simple majority of the Board of Directors, at any regular or special meeting of the Directors. Any officer may resign at any time by giving written notice to the Board of Directors or to the president or secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Vacancies in office shall be handled as follows:
- In the event the President is unable to complete his/her term, the Vice President shall become the President for the unexpired portion of the time.
- Vacancies in offices other than the President shall be filled for unexpired term by the Board of Directors.
- Unexcused absences as determined by the Board of Directors from three (3) consecutive meetings shall constitute a vacancy of office.
Section 6.Duties of President
The President shall be principle officer of the Association and shall:
- Preside at Corporation and Board of Directors meetings.
- Report Board activities/actions during general membership meetings.
- Shall be an ex-officio member of all committees.
- Represent the Corporation to all publics. The President (or Board of Directors) may, as necessary, request another officer, Board member or Committee member to represent the Corporation.
- Appoint standing and special committees and designate chairs with board approval.
- Identify members for special assignments.
- Sign with the Secretary or any other officer authorized by the Board of Directors, 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.
Section 7.Duties of Vice President
The Vice President shall:
- Act as an assistant to the President and represent the President whenever so designated.
- Be authorized 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 President's inability or refusal to act
- Perform all such duties as requested by the President or Board of Directors.
- Sign with the Treasurer all withdrawals of funds from Corporation bank accounts.
Section 8.Duties of Secretary
The secretary shall:
- Attend all member and Board of Directors meetings, and shall keep a complete, accurate and permanent record of all proceedings.
- Sign with the President any contracts authorized by the Board of Directors.
- Maintain on record a current roster of membership including the name, address, telephone number and membership category of each member.
- Be responsible for providing written notification of all membership meetings at least five (5) days prior to meeting date.
- Be responsible for scheduling use of facility for all membership meetings.
- Perform other duties as requested by the President or Board of Directors.
- Certify and keep at the principal office of the corporation the original, or a copy, of these bylaws as amended or otherwise altered to date.
- Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these bylaws, to duly executed documents of the corporation.
- In general, perform all duties incident to the office of secretary and such other duties as may be required by law, by the articles of incorporation, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors
Section 9.Duties of Treasurer
The treasurer shall:
- Administer all funds of the Association.
- Deposit receipts in a financial institution in the Association's name as approved by the Board of Directors.
- Pay all invoices, bills and disburse funds as authorized by the Board of Directors.
- Have the authority to spend discretionary funds up to $50.00 without prior Board approval between Board meetings.
- Present financial status reports at monthly Board meetings and general membership meetings.
- Maintain complete, itemized records of all receipts and expenditures in a permanent file.
- Perform other duties as requested by the President or Board of Directors.
- In general, perform all duties incident to the office of treasurer and such other duties as may be required by law, by the articles of incorporation of the corporation, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors.
Section 1.Appointment of Committees
Standing committees may be required to carry out the objectives of the organization. Committees and committee chairs shall be appointed by the president with board approval.
Section 2.Standing Committees
There shall be the following standing committees, each with its outlined assignment. Others may be appointed as deemed necessary by the Board of Directors.
- Membership Committee - The membership committee shall be responsible for all matters pertaining to membership. The committee shall work with the membership to enlarge the Corporation; shall maintain a current roster of members which shall include name, address, telephone number and membership category of each member. The committee chair will be responsible for providing an up-to-date membership roster to Corporate Secretary and for providing a copy of the membership roster to Corporation membership upon request. The membership committee chairperson shall be responsible for collecting annual dues of the organization. This committee shall report regularly at Board meetings and general membership meetings.
- Planning Committee -The planning committee shall develop and present to the Board recommendations for short/long-term projects in which the Corporation might engage to advance its objectives. The planning committee shall be the recipient of any proposals and/or suggestions for the promotion of the Corporation objectives.
- Environmental Committee -The environmental committee shall protect the interest of the Corporation in matters concerning the quality of the environment, to include, but not limited to, issues concerning zoning, code violations, traffic, and drainage.
- Activities Committee -The activities committee shall be responsible for planning and promoting neighborhood activities to enhance a feeling of community among the membership. Undertakes revenue generating activities for the benefit of the Corporation.
Execution of Instruments, Deposits, and Funds
Section 1.Execution of Instruments
The board of directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 2.Checks and Notes
Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the treasurer and countersigned by the president or vice president of the corporation.
All funds of the corporation shall be deposited from time to ti.me to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.
The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.
IRC 501(c)(4) Tax Exemption Provisions
Section 1.Limitations on Activities
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 50l(h) of the Internal Revenue Code), and this corporation shall not participate or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these bylaws, this corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 50l (c)(4) of the Internal Revenue Code.
Section 2.Prohibition against Private Inurement
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
Section 3.Distribution of Assets
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation, shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
Conflict of Interest and Compensation Approval Policies
Section 1.Purpose of Conflict of Interest Policy
The purpose of this conflict of interest policy is to protect this tax-exempt corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or any "disqualified person" as defined in Section 4958(f)(l) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible "excess benefit transaction" as defined in Section 4958(c)(l)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2. Definitions
a. Interested Person. Any director, principal officer, member of a committee with governing board delegated powers, or any other person who is a "disqualified person" as defined in Section 4958(f)(l) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person.
b. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
- An ownership or investment interest in any entity with which the corporation has a transaction or arrangement,
- A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement, or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph 8, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3.Conflict of Interest Avoidance Procedures
a. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
c. Procedures for Addressing the Conflict of Interest. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement
After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
d. Violations of the Conflict of Interest Policy. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Board and Board Committee Proceedings
The minutes of meetings of the governing board and all committees with board delegated powers shall contain:
- The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.
- The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5.Compensation Approval Policies
A voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member's compensation.
A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member's compensation.
No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
When approving compensation for directors, officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures:
- the terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation,
- all members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6(c)(iii), which generally requires that each board member or committee member approving a compensation arrangement between this organization and a "disqualified person" (as defined in Section 4958(f)(l) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations):
- is not the person who is the subject of the compensation arrangement, or a
- family member of such person;
- is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation arrangement
- does not receive compensation or other payments subject to approval by the person who is the subject of the compensation arrangement
- has no material financial interest affected by the compensation arrangement; and
- does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn bas approved or will approve a transaction providing benefits to the board or committee member.
- the board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following:
- compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. "Similarly situated" organizations are those of a similar size, purpose, and with similar resources
- the availability of similar services in the geographic area of this organization
- current compensation surveys compiled by independent firms
- actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement
- As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services.
- the terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include:
- the terms of the compensation arrangement and the date it was approved
- the members of the board or compensation committee who were present during debate on the transaction, those who voted on it, and the votes cast by each board or committee member
- the comparability data obtained and relied upon and how the data was obtained
- If the board or compensation committee determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained the board or committee shall record in the minutes of the meeting the basis for its determination.
- If the board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting.
- any actions taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a member, the member with the conflict of interest was asked to, and did leave the meeting prior to a discussion of the compensation arrangement and a taking of the votes to approve the arrangement).
- The minutes of board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the board or committee.
Section 6.Annual Statements
Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
- has received a copy of the conflicts of interest policy,
- has read and understands the policy,
- has agreed to comply with the policy, and
- understands the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7.Periodic Reviews
To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
- Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's-length bargaining.
- Whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurnment, impermissible private benefit, or in an excess benefit transaction.
Section 8.Use of Outside Experts
When conducting the periodic reviews as provided for in Section 7, the corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
Amendment of Bylaws
Section 1. Amendment
These articles may be amended by a two thirds vote of the membership present at any regular meeting, provided that notice has been given to the membership thirty (30) days prior to the regular meeting.
Construction and Terms
If there is any conflict between the provisions of these bylaws and the articles of incorporation of this corporation, the provisions of the articles of incorporation shall govern.
Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.
All references in these bylaws to the articles of incorporation shall be to the articles of incorporation, articles of organization, certificate of incorporation, organizational charter, corporate charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.
All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
Membership Provisions of the Bylaws
Dellview Area Neighborhood Association
Section 1.Membership Classes
There shall be three categories of membership in the Association:
- Resident Membership - shall be open to any resident 18 years of age or older residing in the Dellview area neighborhood (as defined in Article 2, Boundaries). Resident members shall have all the privileges of membership, including voting, holding office, serving on committees and speaking on the floor at membership meetings.
- Non-Resident Membership - shall be open to any person 18 years of age or older owning property but not residing in the Dellview area neighborhood (as defined in Article 2, Boundaries). Non-resident members shall have all the privileges of "Resident Membership" with the exception of holding office. Each non-resident membership shall be entitled to cast one vote in general membership meetings.
- Business Membership - shall be open to any business, club or organization operating within the Dellview area neighborhood (as defined in Article 2, Boundaries). Where membership involves a business, club or organization, such group shall (on being accepted into membership) immediately file with the Secretary of the Corporation the name and address of its representative. Business membership representative are entitled to cast one vote in general membership meetings; however, the business member's representative will not be entitled to hold office in the Corporation.
Section 2. Fees and Dues
The fiscal year is the calendar year, unless otherwise identified by the Board of Directors. 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 dues are considered. Dues shall be paid at the time of joining and are renewable on each subsequent anniversary.
Section 3.Nonliability of Members
A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation. ·
Section 4. Nontransferability of Memberships
No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member's death.
Section 5.Termination of Membership
The Board of Directors may cancel, by majority vote, the membership of any member whose conduct is deemed prejudicial to the objectives, welfare or character of the Corporation including any member of the Board of Directors, provided notice of such alleged misconduct shall first be mailed to the said member at least thirty (30) days prior to the meeting of the Board of Directors at which said misconduct is to be considered.
The member may appear in person to challenge the proposed action of the Board.
Section 6.Waiver of Membership Dues
Any individual can petition the Board of Directors for a waiver of the membership dues.
Meetings of Members
Section 1.Annual Membership Meeting
The "Annual Membership" meeting shall be held on the second Wednesday of January for the purpose of electing officers and directors, setting general goals for the upcoming year; the presentation of annual Board of Directors report; presentation of annual audit report.
Section 2. Regular Meetings
Corporation meetings shall be held on the second Wednesday of every other month beginning in January with the “annual” meeting (e.g. January, March, May, July, September, November), except when otherwise determined by the Board of Directors.
Section 3.Special Meetings of Members
Special meetings may be called by the President or board of directors as deemed necessary.
Section 4.Notice of Meetings
Unless otherwise provided by the articles of incorporation, these bylaws, or provisions of law, notice state the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than five (5) nor more than thirty-one (31) days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the persons calling the meeting, to each member entitled to vote at such a meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage prepaid. Personal notification includes notification by telephone, email, or by facsimile machine, provided however, in the case of facsimile notification, the member to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or a telephone call within twenty-four hours of the first facsimile transmission.
The notice of any meeting of members at which directors are to be elected shall also state the names of all those who are nominees or candidates for election to the board at the time notice is given.
Whenever any notice of a meeting is required to be given to any member of this corporation under provisions of the articles of incorporation, these bylaws, or the law of this state, a waiver of notice in writing signed by the member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
Section 5.Quorum for meetings
A quorum shall consist of three (3) Board of Directors members and one-tenth (10%) of dues paying members in attendance.
Section 6.Majority Action as Membership Action
Every act or decision done or made by a majority of voting members present in person at a duly held meeting at which a quorum is present is the act of the members, unless the articles of incorporation, these by laws, or provisions of law require a greater number.
Section 7.Voting Rights
Each member is entitled to one vote on each matter submitted to a vote by the members.
Section 8. Conduct of Meetings
Meetings of members shall be presided over by the president or in his or her absence, by the vice president of the corporation or, in the absence of all of these persons, by a chairperson chosen by a majority of the voting members present at the meeting. The secretary of the corporation shall act as secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.
Meetings shall be governed by Robert’s Rules of Order; as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with the articles of incorporation, these bylaws, or with the provisions of law.
ADOPTION OF BYLAWS
The foregoing bylaws, consisting of twenty-one (21) pages were adopted as the bylaws of this corporation at the regular meeting held on March 12, 2009.
These bylaws were amended by the necessary two-thirds vote of the membership present at the regular meeting of members held on November 18, 2010.