ARTICLE I. PURPOSE
SECTION I. GENERAL PURPOSE
The purposes of this Association are to preserve the Lincoln Terrace area as a beautiful residential neighborhood, to encourage residents to maintain their homes as a historical district, to preserve its history, and to promote a sense of neighborliness among the residents of the area.
SECTION II. BOUNDARIES
The boundaries of this Association shall be defined as the follow: 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
SECTION I. DEFINITIONS
For purposes of this document, voting members of the Association shall be referred to as the Voting Membership. Voting and non-voting members of the Association shall be referred to as the General Membership and members of the Board of Directors shall be referred to as Directors. Any natural person (i.e., one who has its own legal personality and is not a business entity, governmental or nongovernmental organization) over the age of 18 years whose primary residence is within the boundaries of the Association and who has paid current dues shall be recognized as a voting member and entitled to vote at any meeting of the Association. Any non-resident over the age of 18 years who pays current dues may be a non-voting associate member. Dues shall be due and payable January 1 of each year. The amount of annual dues may only be changed by a majority vote of the voting members at the Annual Meeting.
SECTION II. ANNUAL & GENERAL MEETINGS
The Annual Meeting of the Association 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. General meetings shall be held as deemed necessary by the Board, and special meetings of the Association can be held as set forth in Section V. There shall be no less than three (3) general meetings, including the Annual Meeting, and/or social events annually unless otherwise determined by the board.
SECTION III. MEETING NOTICES
A minimum of ten (10) days’ notice of all meetings of the Association shall be given. Notice of annual general special meetings shall be published.
SECTION IV. VOTING
At general or special meetings, twenty (20) voting members of the Association, present in person or by proxy, shall constitute a quorum at all meetings of the Association.
SECTION V. SPECIAL MEETINGS
Special meetings of the Association may be called by the President. Special meetings will also be called by the President or Secretary upon receipt of a petition signed by twenty (20) voting members of the Association stating the purpose of the meeting. The Secretary shall be responsible for notifying voting and associate members of the Association of special meetings.
ARTICLE III. DIRECTORS AND OFFICERS
SECTION I. BOARD OF DIRECTORS
The business and affairs of the Association shall be conducted by its Board of Directors consisting of not fewer than nine (9) and not more than twenty-five (25) voting members of the Association. The DIrectors shall be elected by a simple majority of the voting members present at the Annual Meeting at which a quorum is present, and shall serve until their successors are elected and qualified or until removed from office under the provisions of Section VII of this article.
SECTION II. ELECTION OF DIRECTORS AND OFFICERS
The election of Directors and Officers may take place by open or secret vote or in such other manner as designated by the Board. According to procedures in Article III, Section VII, the Nominating Committee shall present the slates of nominated Directors and Officers at the Annual Meeting. The nominated slate of Directors shall be voted upon first and shall be installed as Directors of the Association if such slate receives a simple majority of the votes cast by the Voting Membership at the Annual Meeting in which a quorum is present. The slate of Officers presented by the Nominating Committee shall then be voted upon in the same manner.
After the slates of Directors and Officers have been voted upon, all properly submitted “write-in” candidates for Director shall then be voted upon. To be elected a Director, “write-in” Director candidates must receive a simple majority of all votes cast by the Voting Membership at the Annual Meeting in which a quorum is present. In the event that a minimum number of Directors and Officers are not elected according to these Bylaws, nominations for Directors and Officers may be taken from the floor of the Annual Meeting and shall be voted upon in the same manner as “write-in” Director candidates. All Directors shall serve a two-year term, unless they resign, with only half of them being elected every other year. All Officers shall serve a 1-year term, unless they resign, and shall be elected every 1 year. In the event that the Directors and Officers of the Association are not elected at the Annual Meeting, such election may take place at any other meeting duly held by the Association.
SECTION III. OFFICERS
The officers of the Association shall consist of a President, a Vice President, a Secretary, a Treasurer, and a Parliamentarian. The Voting Membership may elect such other officers from time to time as the Voting Membership may deem appropriate.
SECTION IV. BOARD OF DIRECTOR MEETINGS
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 ten (10) days’ notice.
SECTION V. ABSENCES
In order to be excused, directors must notify the President when they intend to be absent from a meeting of the Board. An unexcused absence from two (2) consecutive meetings of the Board or a total of four (4) absences from meetings of the Board in a fiscal year may result in removal at the discretion of the Board. In the event of a vacancy among the officers and directors, the membership may elect a successor at a subsequent general meeting.
SECTION VI. DUTIES OF DIRECTORS AND OFFICERS
The Directors and Officers shall serve the Association in a fiduciary capacity and shall execute their duties in complete honesty, loyalty, and good faith.
SECTION VII. NOMINATING COMMITTEE
The Board of Directors shall elect a Nominating Committee, consisting of five (5) Directors, who shall prepare a slate of nominees for the Directors and Officers of the Association. The names of the members of the Nominating Committee shall be made available to the General Membership. All prospective nominees must be part of the Voting Membership and 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. Ten (10) days' notice of the slate proposed by the Nominating Committee shall be given to the General Membership prior to the Annual Meeting or other duly held meeting. Individuals desiring to server as a Director of the Association may, if not selected for the slate of candidates by the nominating committee, seek the office of Director as a “write-in” candidate by submitting a written petition signed by two members of the Voting Membership to the Secretary of the Association three (3) days prior to the Annual Meeting or other duly held meeting. The voting procedure for for electing Directors and Officers is set forth in Article III, Section II. No person may be nominated 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.
SECTION VIII. REMOVAL OF DIRECTORS
Any Officer or Director may be removed from office at any time by vote of a majority of the Voting Membership present at a general or special meeting of the Association at which a quorum is present. An Officer or Director shall have five (5) days’ notice and an opportunity to rebut removal under this section.
SECTION IX. COMPENSATION
The Directors and Officers shall not receive any compensation for their services.
SECTION X. DUTIES
Each Director shall either hold a position as an officer or be a member of at least one active committee (not including the Nominating Committee), regularly attend committee meetings and perform committee work as needed.
SECTION XI. DIRECTOR LIST & TERMS
The list of current Officers and Directors and the dates of their terms shall be maintained electronically on the public Association website. This list shall be maintained and updated annually by the Nominating Committee following the Annual Meeting. A member of the Nominating Committee shall be designated to update the list of current directors in the event of a Director vacating his/her position mid-year.
SECTION XII. BOARD REPRESENTATION
No Director or Officer shall speak, either in person or in written correspondence, for the Board unless or until approved and/or instructed by a vote of the Board.
SECTION XIII. ELECTRONIC VOTING
In the event that a vote of the Board is needed prior to a meeting of the Board, such vote may be taken via internet correspondence or telephonically.
ARTICLE IV. THE PRESIDENT
SECTION I. DUTIES
The President shall be the chief executive officer of the Association, preside at all meetings of the Association and the Board of Directors, and shall have the general and active management of the affairs of the Association and be responsible for the carrying out of the orders and resolutions of the Board of Directors of the Association.
SECTION II. BONDING
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 Association. In the event that the Board shall require that the Treasurer be bonded, then the President shall also be bonded and the Association shall bear the expense of both bonds.
SECTION III. GENERAL & SPECIAL MEETINGS
An agenda of all general or special meetings of the General Membership shall be provided to all members at least ten (10) days prior to the meeting. If a member wishes to include an item on the agenda, it should be submitted to the President five (5) days prior to the meeting. The agenda for all meetings shall include provision for new business.
SECTION IV. APPOINTING INTERIM OFFICERS
In the event of the temporary absence of an officer, the President shall appoint an acting replacement to serve until the absent officer returns. In the event of a permanent absence of an officer, the President shall appoint an acting replacement until the Voting Membership elects a successor at the next general meeting.
ARTICLE V. VICE PRESIDENT
SECTION I. DUTIES
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
SECTION I. DUTIES
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 Association and deposit all monies and valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors.
SECTION II. DUTIES
The Treasurer shall distribute the funds of the Association 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 Association to the President, the Board of Directors, and meetings of the Association, and, if so required, furnish the Association a bond with securities satisfactory to the Board for the faithful performance of his/her duties.
ARTICLE VII. SECRETARY
SECTION I. DUTIES
The Secretary shall attend all meetings of the Board of Directors and meetings of the Association and record the persons present and the vote and minutes of such proceedings in books to be kept for such purpose. If the Secretary will be absent from a meeting, he/she will ask another director to take minutes. When the Secretary has obtained consent from another director, he/she will notify the President of the absence and advise the President who will take minutes.
ARTICLE VIII. PARLIAMENTARIAN
SECTION I. DUTIES
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. The Parliamentarian may hold a second office.
ARTICLE IX. BOOKS AND RECORDS
SECTION I. AVAILABILITY
All records of the Association shall be kept on a calendar year and are open to inspection by the General Membership upon reasonable notice. Current documents produced by the Board and Committees for the business of the Association shall be made available electronically on the Association website within thirty (30) days after the documents are presented to the Board. The list of current Directors and their terms shall be made available electronically on the Association website, and will be updated after each election, new appointment or re-appointment.
Any member of the General Membership who does not have electronic access may request copies of specific documents in writing, via email or telephone. Documents less than one (1) year old at the time of the request will be provided within thirty (30) days of the request. Documents more than one (1) year old will require more time. Requests should be submitted to the President, who may assign the task to another Director.
SECTION II. HISTORICAL RECORDS
Historical records will be maintained and provided to the appropriate organization for preservation. Records include but are not limited to minutes, various sets of bylaws, publications, correspondence, financial records, event photos and written descriptions, and Directors and their terms and any other documents produced by the Board and Committees for the business of the Association. These items shall be provided by the responsible officer of the Board at the end of the calendar year.
SECTION III. HISTORIAN
To assist with organization and presentation of historical records, an ad hoc position of Historian may be created, as needed, by the President at any time and appointed by a vote of the Board. The duties of the Historian shall be to gather and organize all records in accordance with Article IX, Section II.
ARTICLE X. COMMITTEES
SECTION I.
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 committees will be chaired by a Director and shall include at least two (2) additional members of the Association. Committees are encouraged to recruit non-board members. All committee members shall serve for one (1) year. The President shall be an ex officio member of all committees of the Board.
SECTION II. COMMITTEE REPORTS
All committee chairpersons shall present a committee report at the meeting of the Board. Written committee reports may be required at the discretion of the Board.
ARTICLE XI. AMENDMENTS
SECTION I. AMENDMENTS
These Bylaws may be amended, upon thirty (30) days’ notice to the General Membership specifying the amendments to be considered, at any general or special meeting of the Association, by a vote of at least 66 2/3% of the Voting Membership at which a quorum is present.
Revised Dec. 5, 2018.
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