APPROVED Dayton View Historic Association Constitution and Bylaws

Posted on 6/18/2010 at 10:00:00 ET


Article I. Name of Organization

The name of the organization shall be The Dayton View Historic Association.

Article II. Purpose

The purposes for which the Neighborhood Association is organized are:

  1. To enhance the livability of the neighborhood and Dayton by establishing and maintaining an open line of communication and liaison among the neighborhood, government agencies and other neighborhoods.
  2. To provide an open process by which all members of the neighborhood may involve themselves in the affairs of the neighborhood.
  3. To preserve the historic fabric and significance of the neighborhood.
  4. To do and perform all of the activities related to said purposes, to have and enjoy all of the powers granted, and engage in any lawful activity for which nonprofit corporations may be organized.
  5. For such other objectives as are approved by the Board of Trustees (Board) or membership.

Article III. Boundaries

Boundaries of the Neighborhood that this Association shall serve shall be defined as roughly, the west side of Salem to the east, both sides of Broadway to the West, the south side of Harvard to the North and both sides of Superior to the South. A section of Yale west of Broadway is also part of the Neighborhood.

Article IV. Membership

Section 1 Qualification

Membership in the Neighborhood Association shall be open to all residents, property owners, and holders of a business license over the age of eighteen (18) located within the boundaries as defined in ARTICLE III of these bylaws who request in writing to be a member and who pay the annual dues, as defined in Article V, Subject to revision by the Board, from time to time.

Section 2 Voting

All members as defined above shall have one vote each to be cast during attendance at any general or special meeting. One representative from each business shall have the same privilege as the residents listed above. Unless otherwise specified in these bylaws, decisions of the Neighborhood Association shall be made by a majority vote of those members present at any meeting.

Article V. Financial Support

Membership dues shall be collected annually, payable by the first meeting if the fiscal year. A fiscal year runs from January 1st to December 31st. Amount of the Dues, subject to change by a majority vote of the Board, will be: $10.00 individuals, $20.00 for Families and $30.00 for Businesses.

Article VI. Membership Meetings

Section 1 General Membership Meetings

There shall be, a minimum of four (4) (one each quarter) general membership meetings each year. Additional meetings may be scheduled, up to twelve (12) at the discretion of majority approval by the Board. The meetings shall be convened on the third Thursday of the month. Notification shall be by posted notices on the website, telephone calls, electronic mail lists or any other appropriate means of communication apt to reach a majority of the members. Since meetings will always be the third Thursday of the month, notification shall only require three (3) days advance notice to the general public and a minimum of 24 hours notice to all individuals and news media that have requested notice.

Section 2 Special or Non-regular Meetings

Special meetings of the membership, board or committees may be called by the Chairperson or by majority vote of the Board as deemed necessary. Notification shall be by mail, newsletter, posted notices, telephone calls, electronic mail lists or any other appropriate means of communication apt to reach a majority of the members. Notification shall require a minimum of 24 hours notice for all active members, board or committee members, and to individuals and news media that have requested notice.

Section 3 Agenda

Subject to the approval of the Board, the Chairperson shall prepare the agenda for general and special meetings of the membership. Any person may add an item to the agenda by:

Adoption of that motion requires a second and majority vote.

Section 4 Quorum

A quorum for any general or special meeting of the Neighborhood Association requires that a majority of the Board of Trustees be present.

Section 5 Participation

Any general, special or committee meeting is open to any person and all who may wish to be heard regarding any item on the agenda. Board meetings shall be open to membership participation at the discretion of a majority of the Board. Only members will be eligible to vote. All actions or recommendations of the general or special meetings shall be communicated to all affected parties, including minority opinion reports.

Section 6 Procedures

Roberts Rules of Order shall be followed in all areas not covered by the bylaws.

Article VII. Board of Directors

Section 1 Number of Board Members

The Board shall determine the exact numbers of Board positions annually. There shall be at least eight (8) and no more than ten (10) Board members. This determination will be at the first executive Board Meeting of each fiscal year.

Section 2 Eligibility of Board Service

Only persons eligible for membership shall be qualified to hold an elected or appointed position.

Section 3 Terms of Office

Terms of office are staggered. The initial appointments for one (I) year terms and for two (2) year terms will be determined by the Board at their first meeting. Upon expiration of initial terms of office, all re-appointments would be for two (2) year terms.

Section 4 Board Vacancies

Any vacancy on the Board will be filled by majority vote of the Membership. A member appointed by the Board may fill a vacancy until an elected successor is named. This election shall occur by a special election, no later than ninety (90) days following the vacancy.

Section 5 Election of Board Members

Board members shall be elected annually, or in the case of a two (2) year term, bi-annually, by a vote of the membership at the annual meeting held in January of each year. The names of all candidates for the Board shall be placed in nomination by any member of the Neighborhood Association. Election requires a majority vote of the membership present. Nominations will be accepted at the 4th quarter Meeting each previous year. In the case of a Special Election, nominations shall be accepted from the membership no less than thirty (30) days prior to the special election.

Section 6 Duties of All Board Members

Section 7 Election of Board Officers

Officers for the Board of Trustees include the following positions:

Elections will take place at the annual meeting. Elections shall be conducted by secret ballot.

Section 8 Duties of Board Officers

  1. President: The President shall act as Chairperson and shall preside at all board meetings and all membership meetings and shall perform such duties as the Board and the membership from time to time authorizes. The Chairperson shall represent the position of the Board and the interests of the Neighborhood Association and its constituents.
  2. Vice President: The Vice President shall perform the duties of the President in the President’s absence and as authorized by the bylaws or regulations of the Board or as may be assigned by the President, from time to time.
  3. Secretary: The Secretary shall record and maintain a complete record, in the form of minutes for Membership and Board meetings, assist the President with correspondence and maintain the non-financial files of the Neighborhood Association. The Secretary will maintain a list of Board members and their terms.
  4. Treasurer: The Treasurer shall have charge of all funds belonging to the Neighborhood Association and shall receive, deposit and disburse funds for the Neighborhood Association in a bank(s) or financial institution(s) in such manner as designated by the Board. The Treasurer shall make financial reports as directed by the Board. All disbursements by the Treasurer must be reduced to writing and approved by the Board before distribution. Original bills, invoices and/or other acceptable documentation shall be maintained by the Treasurer for all distributions. Said documentation will be made available to the Board upon request.
  5. Vice President of Community Affairs: The Vice President of Community Affairs will work with members of the community and report back to the Board and membership pertinent information concerning the community.
  6. Vice President of Housing: The Vice President of Housing will work with the city to assure that matters pertaining to housing and housing laws are followed accordingly within the historic district.
  7. Vice President of Crime and Safety: The Vice President of Crime and Safety will work with the local law enforcement agency towards the goal of having a safer community, reporting any and all safety issues.
  8. Vice President of Streetscape: The Vice President of Streetscape will work with members of the city and community to assure our neighborhood is always clean and beautiful.

Section 9 Board Meetings

  1. Regular Board Meetings: There shall be twelve (12) Executive Board meetings each year. The meetings shall be convened any day decided upon by the majority vote of the Board. Notification shall be by posted notices, telephone calls, electronic mail lists or any other appropriate means of communication apt to reach a majority of the Executive Board. Notification shall require a minimum of 24 hours notice for all Board members.
  2. Special or Non-Regular Neighborhood Meetings: Special meetings of the Neighborhood Association may be called by the President or by majority vote of the Board as deemed necessary. Notification shall be by posted notices, telephone calls, electronic mail lists or any other appropriate means of communication apt to reach a majority of the members. Notification shall require twenty-four (24) hours advance notice to the general public and a minimum of 24 hours notice for all Board members and to individuals and news media that have requested notice.
  3. Emergency Meetings: Emergency meetings of the Board may be called by the President or by majority of the Board as deemed necessary. Notification shall be by posted notices, telephone calls, electronic mail lists, or any other appropriate means of communication apt to reach a majority of the members. Notification shall require not less than 24 hours notice to the members of the Board that is meeting and to individuals and news media that have requested notice.
  4. Quorum: A quorum for board meetings of the Neighborhood Association is a majority of the Board of Trustees.
  5. Voting: Unless otherwise specified in these bylaws decisions of the Neighborhood Association shall be made by a majority vote of those members present at any meeting.

Section 10 Powers of the Board

The Board shall be responsible for all business coming before the Neighborhood Association and for assuring that members are informed of business that affects them through reasonable means of notification, as specified herein. The Board has the responsibility of acting in the best interest of the neighborhood. The Association is bound to act according to the desire of the majority of the general membership.

The authority to interpret this document as all other laws of the Association, are hereby ranked from the highest in authority to the lowest:

  1. A majority of the members at any general association meeting
  2. The Board of Trustees
  3. The President

Section 11 Termination for Non-attendance

Board members failing to attend three consecutive Board meetings may be terminated from the Board by a majority consensus of the Board and upon written notice.

Article VIII. Committees

There may be standing committees as designated by the Board and special committees as may be established by the President. Committees must have at least one (1) Board member on them.

Article IX. Conflict of Interest Procedures

A transaction in which a Board Member may have a direct or indirect conflict of interest may be approved by a vote of the Board if in advance of the vote by the Board all material facts of the transaction and the Director’s interest are disclosed to the Board. A conflict of interest transaction is considered ratified if it receives the affirmative vote of the majority of the Board Members who have no direct or indirect interest in the transaction. A transaction may not be authorized by single Board Member. If a majority of the Members who have no direct or indirect interest in the transaction votes to authorize, approve or ratify a transaction, a quorum must be present for the purpose of taking action. The presence of, or vote cast by a Member with a direct or indirect interest in the transaction does not affect the validity of the action taken by the Board. The Member with the direct or indirect conflict of interest may elect to abstain from voting on the transaction.

Article X. Grievance Procedures

Section 1 One-on-One Dialogue and Mediation

Individuals and groups are encouraged to reconcile differences, whether inside or outside the scope of these grievance procedures, through one-on-one dialogue or mediation.

Section 2 Eligibility to Grieve

Any person or group may initiate this grievance procedure by submitting a grievance in writing to the Board. Grievances are limited to complaints that the grievant has been harmed by a violation of the law or these bylaws that has directly affected the outcome of a decision of Dayton View Historic Association. Grievances must be submitted within sixty (30) days of the alleged violation.

Section 3 Processing the Grievance

The Board shall arrange a Grievance Committee, which shall review the grievance. The committee shall hold a public hearing and give the grievant and others wishing to present relevant comment and an opportunity to be heard. The committee shall then forward its recommendations to the Board.

Section 4 Final Resolution

Within 30 calendar days from receipt of the grievance, Dayton View Historic Association shall render a final decision on the grievance and notify the grievant of their decision. Deliberations by the grievance committee on a recommendation and by the Board on a decision may be held in executive session.

Article XI. Procedures for Consideration of Proposals

Section 1 Submission of Proposals

Any person or group, inside or outside the boundaries of the Neighborhood Association may propose in writing items for consideration and/or recommendation to the Board. The Board shall decide whether proposed items will appear on the agenda of the Board, standing or special committees, or general or special meetings.

Section 2 Notification

The proponent and members directly affected by such proposal shall be notified in writing of the place, day, and hour the proposal shall be reviewed not less than 24 hours in advance.

Section 3 Attendance

The proponent may attend this meeting to make a presentation and answer questions concerning the proposals.

Section 4 Dissemination

The Neighborhood Association shall record recommendations and dissenting views in the meeting minutes.

Article XII. Public Meetings/Public Records Requirement

The Neighborhood Association shall abide by all the requirements relative to public meetings and public records as outlined in Section VIII of the Office of Neighborhood Involvement Standards for Neighborhood Associations. Official action(s) taken by the Neighborhood Association must be on record or part of the minutes of each meeting. The minutes shall include a record of attendance and the results of any vote(s) and recommendations made along with a summary of dissenting views. Official records will be kept on for review at any request.

Article XIII. Nondiscrimination

The Neighborhood Association will not discriminate against individuals or groups on the basis of race, religion, color, sex, sexual orientation, gender identity, age, disability, legal citizenship

Article XIV. Adoption and Amendment of Bylaws

All amendments to these bylaws must be proposed in writing and submitted to members for a reading at a general meeting before voting on their adoption may proceed at a later general meeting. Notice of a proposal to amend the bylaws, specifying the date, time and place for consideration, must be provided to all members a minimum of seven (7) days before voting. Adoption of and amendments to these bylaws shall require a two-thirds (2/3) vote by the members present at a general meeting.

Article XV. Non-Profit Status

No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its members, officers, or other private person, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payments and distribution in furtherance of the purposes set forth in this constitution, in keeping with the guidelines of ARTICLE V, and as authorized under the provisions of Section IV of the bylaws. No substantial part of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate or intervene in an political campaign (including publishing, distribution or statements) on behalf of any candidate for public office. Notwithstanding, any other provisions of these articles, the corporation shall not carry on any other activities not permitted a) for a corporation exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue law); or b0 for a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 10\954 (or corresponding provision of any future United States Internal Revenue law).

Upon dissolution of the corporation, after paying or making provisions for the payment of all the liabilities of the corporation, the Board of Trustees shall dispose of all the assets of the corporation, exclusively for the purposes of the corporation, in such a manner, or to such organization or organizations which are organized and operated in such a way as to be exempt at the time, under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law), as the Board of Trustees shall determine. Any of such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county, in which the principal office of the corporation is then located, exclusively for such purposes, as said Court shall determine.