Alamo Square Neighborhood Association Amended Bylaws
Posted January 6, 2009
Article I: Name and Boundaries
A. The name of this Association shall be ALAMO SQUARE NEIGHBORHOOD ASSOCIATION (referred to as the “Association”).
B. The area encompassed by this Association shall be bounded on the
North by Turk Street
South by Page Street
East by Buchanan Street
West by Baker Street
C. This organization shall be not for profit, non political so as to qualify for tax exempt status.
Article II: Member
A. Regular members shall be individual persons who reside, work or own property within the boundaries of the Association and who pay dues to the Association. Members must be named on the application, with a maximum of two members per application. Dues shall be payable in advance. The membership year shall be the calendar year from January 1st through December 31st.
B. The voting rights of the Association shall be vested in the regular members. Each member who has been a member for at least one month shall be entitled to one vote on each matter submitted to the membership.
C. Regular members may take an active part in furthering the purpose of the Association. Regular members may attend Board meetings but may not vote unless they are Board members.
D. Honorary members are all persons so designated by a majority vote of the Board of Directors of the Association, and do not have the privilege of voting and are not required to pay dues.
E. Associate members are those individuals who neither reside, work nor own property within the boundaries of the Association but pay dues. No more than one associate member may be a member of the Board of Directors at one time. Associate members shall not have the right to vote at membership meetings.
F. Members must be given not less than 10 nor more than 90 days’ written notice of matters to be voted on at any meeting.
Article III: Dues
A. Dues are due by January 1st. If a member fails to pay dues by March 31st then his or her membership shall lapse on that date. A person who has not previously been a member or whose membership has lapsed may become a member or have his or her membership reinstated by paying dues for the year. The Board of Directors shall have the right to change the dates on which dues are due without approval of the membership or present dues changes for approval of members at an annual or other meeting of the membership. Dues changes requiring membership approval shall only be made by a vote of a majority of those members present and voting. Members joining after August 1 of each year shall pay dues for half the year. Members joining after December 1 of each year shall have their membership extended to December 31 of the following year.
Article IV: Annual Membership
A. There shall be an annual meeting of the Association members in the beginning of each year for the purpose of electing officers and directors and for the transaction of any other business. At least one additional meeting may be held each year at the discretion of the Board of Directors.
B. Special meetings may be called at the written request of any three members of the Board of Directors, or by any five regular members. Said request shall be forwarded to the President at least fourteen days before the date of the proposed meeting, specifying the purposes of the meeting.
C. All regular members shall be notified in writing by a method authorized by the Board of Directors in advance of all regular meetings and special meetings, giving when possible an agenda of the business for which the special meeting has been called.
D. Thirty regular members shall constitute a quorum, and all business may be transacted by a majority vote of those present.
E. Proxy voting shall not be allowed.
Article V: Officers of the Association
A. The officers shall consist of a President, Vice President, Secretary and Treasurer. Officers must have been members for a minimum of six months previous to the election.
B. The officers shall have the duties of such officers prescribed by applicable law.
C. The officers may delegate their duties to regular members as authorized by the Board of Directors or permitted by applicable law.
D. Each officer shall take office at the conclusion of the annual meeting at which he or she is elected or at the time appointed by the Board of Directors if he or she is elected by the Board of Directors to fill a vacancy, and serve until the next annual meeting.
E. Resignations by officers shall be submitted in writing to the Board of Directors.
F. Vacancies among the officers occurring during the year may be filled by the Board of Directors.
Article VI: Board of Directors
A. Each director shall take office at the conclusion of the annual meeting at which he or she is elected or at the time appointed by the Board of Directors if he or she is appointed by the Board of Directors to fill a vacancy, and serve until the next annual meeting.
B. The elected officers and no less than four and no more than eleven people elected at the annual election meeting shall constitute the Board of Directors.
C. The Board of Directors shall have the power to conduct and manage the business of the Association. A resolution adopted by the Board of Directors which authorizes an expenditure or series of expenditures in excess of $5,000 concerning a matter shall not be effective until approved by a resolution adopted by the membership unless the Board of Directors, by a separate vote of three-fourths of the directors present at the Board of Directors meeting, resolves that such a matter will be materially prejudiced unless the expenditure is authorized before a meeting of the membership may be convened. Such decisions by the Board of Directors may be adopted in its sole discretion and shall be conclusive. A Resolution adopted by the Board of Directors which authorizes an expenditure or a series of expenditures in excess of $5,000 will become effective following the next membership meeting if such resolution cannot be approved by the membership because of a lack of a quorum at the membership meeting at which such resolution is proposed. Regular meetings of the Board of Directors shall be held the third Monday of each month or at such other times as determined by the Board of Directors.
D. Special meetings of the Board of Directors may be called by the President or Vice President with 72 hours’ notice to each director.
E. A majority of the members of the Board of Directors shall constitute a quorum.
F. Resignations from the Board of Directors shall be submitted to the President in writing.
G. Any member of the Board of Directors may be removed for cause by majority vote of the membership attending a special or regular meeting at which a quorum is present.
H. Absence of any member of the Board of Directors from two successive properly convened meetings of the Board of Directors without prior written notice to the President shall, upon affirmative resolution of the Board of Directors, constitute the resignation of such member from the Board of Directors.
I. Vacancies on the Board of Directors occurring during the year may be filled by the Board of Directors.
Article VII: Elections
A. The Board of Directors shall appoint a nominating committee from the voting members of the Association to nominate the officers and members of the Board of Directors for the next calendar year.
B. The nominating committee shall select a slate of officers and directors to be presented to the membership at its annual meeting. The membership shall be notified of the nominating committee’s selection prior to the annual meeting.
C. Regular members may be included in the slate of directors by obtaining signatures from two percent of the regular members of the Association on a petition supporting the candidacy. Such petition shall be presented to the President seven days before the Annual Meeting and if so presented shall be incorporated into the ballot. If there are more nominations for the Board of Directors than vacancies to be filled after all nominations are received, elections shall be by secret ballot at the annual Association meeting at the beginning of each year. If there are no nominations other than those presented by the nominating committee, then these selected officers and directors may be elected by acclamation.
Article VIII: Amendments
Subject to the next paragraph, amendments of these bylaws may be proposed by any member of the Board of Directors at any meeting of the Board of Directors or of the general membership. Proposed changes must be included in the notice of the meeting at which they are to be voted upon. To become effective they must receive a two-thirds vote of the voting members or directors present at the membership or Board of Directors meeting.
An amendment to the second sentence of Article VI.C shall be effective only if approved by the general membership, except for an amendment adopted once annually that increases the amount of the limitation in such sentence by an additional amount not exceeding ten percent per annum, when added to other increases adopted in years preceding the year in which such amendment is adopted.
Article IX: Procedures
Robert’s Rules of Order, latest edition, shall be the governing authority of the procedure.