ARTICLE I. PURPOSE
The purposes of this corporation are to preserve the Lincoln Terrace area as a beautiful residential neighborhood, as well as to advise and inform the residents thereof of the best ways to maintain their homes as a historical district, and to promote a sense of neighborliness among the residents of the area.
The boundaries of this association shall be defined as follows: beginning at the intersection of the west side of North Phillips Avenue and the mid-line between N.E. 13th Street and N.E. 14th Street, west to the east side of North Stiles, then north to the mid-line of N.E. l6th and N.E. 17th Streets, then east to the east side of Lincoln Boulevard, then north to the south side of N.E. 19th Street, then east to the west side of North Lindsay Avenue, then north to the mid-line of N.E. 21st and N.E. 22nd Streets, then east to the west side of North Phillips Avenue, then south to the mid-line between N.E. 19th and N.E. 20th Streets, then east to the west side of Culbertson Drive, then southwest parallel to Culbertson Drive to the mid-line between N.E. 17th Street and East Drive, then west to the east side of North Lindsay Avenue, then south to the mid-line between N.E. 16th Street and Culbertson Drive, then east to the west side of North Phillips Avenue, then south to the point of beginning.
ARTICLE II. MEMBERS AND MEETINGS
Each resident of the area who is a natural person over the age of 18 years and who has paid current dues shall be recognized as a voting member and entitled to vote at any meeting of the membership. Dues shall be due and payable January 1st of each year. Any non-resident adult who pays current dues may be a non-voting associate member. The amount of annual dues may only be changed by a majority vote of the voting members at the annual meeting.
The annual meeting of the meeting of the corporation shall be held in December of each year at a time and place as shall be determined by the President with the consent of the Board. There shall be three (3) other general meetings of the corporation, to be held quarterly, and special meetings of the corporation can be held as set forth in Section V.
A minimum of five (5) days notice of all meetings of the corporation shall be given. Notice of annual and general meetings shall be published in the newsletter of the corporation, and if time permits, notice of special meetings shall also be published in the newsletter.
At general meetings, twenty (20) voting members of the corporation, present in person or by proxy, shall constitute a quorum at all meetings of the corporation.
Special meetings of the corporation may be called by the President, or the President or Secretary shall call such meeting upon receipt of a petition signed by twenty (20) voting members of the corporation stating the purpose of the meeting. The Secretary shall be responsible for notifying voting and associate members of the corporation of special meetings.
ARTICLE III. DIRECTORS AND OFFICERS
Meetings of the corporation shall be managed by its Board of Directors consisting of not fewer than thirteen (13) and not more than twenty-five (25) voting members of the corporation, including the officers. They shall be elected by a majority of the voting members present at the annual meeting and shall serve until their successors are elected and qualified or until removed from office under the provisions of Section VII of this article. To be elected a director, a voting member must receive an absolute majority of all votes cast in his or her election. All directors shall serve a two-year term, unless they resign, with only half of them being elected every other year.
The officers of the corporation shall consist of a President, a Vice-President, a Secretary, a Treasurer, and a Parliamentarian. At the Annual meeting the election of officers shall precede the election of the rest of the Board. The members may elect such other officers from time to time as the membership may deem appropriate.
The directors may hold their meetings at such time and place as they may from time to time determine. A majority (50%+1) of the Board of Directors shall constitute a quorum. The voting membership shall be given notice of meetings of the Board of Directors. Special meetings of the Board may be called by the President on not less than five (5) days notice. However, notice of any special meeting of the directors may be waived in writing signed by a majority of said directors.
An unexcused absence from two consecutive meetings of the Board shall result in automatic removal. In the event of a vacancy among the officers and directors, the membership may elect a successor at a subsequent general meeting.
The directors shall not incur obligations in excess of funds on hand or, in any event, in excess of $5,000.00 without prior approval of the membership.
At its September meeting, the Board of Directors shall elect a nominating committee, consisting of five (5) members, who shall prepare a slate of nominees for the directors and officers of the corporation. The names of the members of the nominating committee shall be made available to the members. All prospective nominees must have given their consent to be nominated. At any time prior to the annual meeting, any member may submit names to the nominating committee of persons willing to serve as officers or as directors. Five (5) days notice of the slate proposed by the nominating committee shall be given to the members. Nominations may be made from the floor at the annual meeting. No person may be elected to the nominating committee or as an officer or director unless that person’s prior consent has been obtained, and unless the nominee is present, consent must be in writing. No member of the nominating committee may be nominated to the official slate but may be so nominated from the floor at the annual meeting.
Any officer or member of the board may be removed from office at any time by vote of a majority of the members present at a general or special meeting of the corporation. An officer or director shall have five (5) days’ notice and an opportunity to rebut removal under this section.
The directors and officers shall not receive any compensation for their services.
ARTICLE IV. THE PRESIDENT
The president shall be the chief executive officer of the corporation, preside at all meetings of the corporation and the Board of Directors, and shall have the general and active management of the affairs of the corporation and be responsible for the carrying out of the orders and resolutions of the Board of Directors of the corporation.
The president shall execute such papers or documents as may be required from time to time, appoint committees, and shall have and exercise the general powers usually vested in the office of president of a corporation. In the event that the Board shall require that the treasurer be bonded, then the president shall also be bonded and the corporation shall bear the expense of both bonds.
An agenda of all general or special meetings of the membership shall be provided to all members at least (5) days prior to the meeting. If a member wishes to include an item on the agenda, it should be submitted to the president ten (10) days prior to the meeting. The agenda for all meetings shall include provision for new business.
In the event of the temporary or permanent absence of an officer, the president shall appoint an acting replacement until the membership shall elect a successor or the temporarily absent officer returns.
ARTICLE V. VICE PRESIDENT
The vice president shall, in the absence or disability of the president, perform the duties and exercise the powers of president and perform such other duties as the Board of Directors may from time to time prescribe.
ARTICLE VI. TREASURER
The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and deposit all monies and valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.
The treasurer shall distribute the funds of the corporation as may be ordered by the president, taking proper vouchers therefore, and shall render an account of all transactions as treasurer and of the financial condition of the corporation to the president, the Board of Directors, and meetings of the corporation, and, if so required, furnish the corporation a bond with securities satisfactory to the Board for the faithful performance of their duties.
ARTICLE VII. SECRETARY
The secretary shall attend all meetings of the Board of Directors and meetings of the corporation and record the persons present and the vote and minutes of such proceedings in books to be kept for such purpose.
ARTICLE VIII. PARLIAMENTARIAN
The parliamentarian shall advise the president on all points of order at all meetings in accordance with customary rules of procedure. In the event of irreconcilable differences, rulings shall be made on the basis of these Bylaws and Robert’s Rules of Order. Procedural rulings may be overturned by a majority vote of the voting members present.
ARTICLE IX. BOOKS AND RECORDS
The accounts and books of the corporation shall be open to inspection by the members of the corporation at any reasonable time.
ARTICLE X. COMMITTEES
The Board of Directors or the president may from time to time appoint committees. Unless otherwise specified, the president shall appoint members and chairpersons. All committee members shall serve for one (1) year. The president shall be an ex officio member of all committees of the Board.
ARTICLE XI. AMENDMENTS
These Bylaws may be amended, upon five (5) days notice to the membership specifying the amendments to be considered, at any general or special meeting of the corporation, by a vote of at least 66 2/3% of those casting a vote.
Revised December 9, 2012