BY-LAWS
OF
HOWARD PARK NEIGHBORHOOD ASSOCIATION, INC.
ARTICLE I
Section 1.1 Name.
The name of this Corporation shall be the Howard Park Neighborhood Association,
Inc., hereinafter referred to the “Corporation.”
ARTICLE II
PURPOSE
Section 2.1. Purpose.
The purpose of the corporation is:
To maintain and improve the quality of life and property in the Howard
Park Neighborhood by being actively involved in the future use and development
of our neighborhood.
ARTICLE III
MEMBERS
Section 3.1 Members.
Types of members. There shall be two member classifications as follows
- Full members are
living, permanent adult residents who are homeowners and reside within
the boundaries of the Howard Park Neighborhood Association INC., an
area bounded by Eddy St to the east, Jefferson St. to the north and
the St. Joe River to the south and west, who desire to see the goals
of the corporation accomplished.
- Associate members
can be tenants within the boundaries of the Howard Park Neighborhood
Association INC., as defined in 3.1.A, who desire to see the goals of
the corporation accomplished. Associate members may participate in activities
and committees but may not vote.
Section 3.2 Membership Requirements.
All persons meeting the definition of Section 3.1, regardless of race,
religion or creed, may apply for membership by obtaining an application
from the secretary of the corporation and submitting the completed application.
Section 3.3 Dues.
Amount of Dues shall be set by the Board of Directors.
Section 3.4 Membership Term.
Memberships shall be effective for one year renewed each December 31.
Section 3.5 Membership List.
Upon receipt of a completed application, the Secretary shall promptly
record the member’s name on the membership list. A list of members’
names and addresses with records of their attendance at regular meetings
shall be maintained by the Secretary. The membership list shall also
serve as a voting list for all meetings of the members. Each full member
is entitled to only one (1) vote.
ARTICLE IV
MEMBERSHIP MEETINGS
Section 4.1 Annual Meeting.
The annual meeting of the membership shall be held in January for
the purpose of electing the Board of Directors.
Section 4.2 Special Meetings.
Special meetings of the membership may be called by the President, fifty-one
percent (5 1%) of the Board of Directors, or at
least ten percent (10%) of the members entitled to vote on the issue
proposed to be considered at the proposed special meeting, sign, date
and deliver to the corporation’s secretary at least one (1) written
demand for the meeting describing the purpose for which the meeting
is to be held.
Section 4.3 Quorum.
The presence at a meeting in person often percent (30%) of the members
of record shall constitute a quorum. A majority of votes cast by those
present shall decide issues before the membership.
Section 4.4 Notice of Meetings.
The Corporation shall notify, in writing, all members of record of the
meeting date, time, place and purpose of each annual and special meeting
no fewer than ten (10) nor more than THIRTY (30) days before each meeting.
Notice for annual and special meetings shall indicate the purpose or
purposes to be conducted.
Section
4.5 Record Date.
The record date for all meetings of members shall be January 1 each
year.
ARTICLE V
BOARD OF DIRECTORS
Section 5.1 Duties.
Corporate powers shall be exercised by or under the authority of the
Board of Directors, and business, affairs and policies of the Corporation
shall be managed under the direction of the Board of Directors.
Section 5.2 Composition
of the Board. The Board of Directors of the Corporation shall be
composed of not less than FIVE (5) nor more than TEN (10) members. All
the members of the Board shall be members in good standing in the Corporation
as of the date of record.
Section 5.3 Terms.
Each Director shall be elected by the membership at the Annual Meeting
and shall hold office until that Director’s successor has been elected
and qualified. At the first election of the Board, the first Board shall
be divided into one group of THREE (3) and one group of TWO (2) Directors.
If the initial number of Directors elected shall be an odd number, then
one-half of that total minus one shall be elected initially for terms
of one (1) year, and the remaining number of that total number of Directors
shall be elected for a term of two (2) years. At expiration of the initial
term of each of these initial Directors, each successor shall be elected
for a term of two (2) years so that the terms of one-half of the Directors
shall expire in one year and terms of the other half in the next year.
There shall be no limit to the number of consecutive terms a director
may serve.
Section 5.4 Nominating Board of Directors.
The President shall take nominations from the members at the annual
meeting and submit the names of nominees to the membership for a vote.
The nominees receiving the highest number of votes shall serve as Directors.
Section 5.5 Election of Directors.
The Directors of the Corporation shall stand for election at
the Annual Membership Meeting.
Section 5.6 Filling Vacancies for Board of Directors.
Any vacancy occurring in the Board of Directors shall be filled by a
majority vote of the remaining members of the Board until the expiration
of that term or the next Annual Meeting, whichever occurs first.
Section 5.7 Commencement
of Term of Office. The term of office of all newly elected Directors
shall commence with the first Board meeting after the Annual Membership
Meeting at which they were elected.
Section 5.8 Attendance.
Board members are expected to attend all Board meetings. A Board member
with more than four (4) consecutive unexcused absences will be subject
to removal from the Board of Directors. A Board member’s absence from
a meeting may be excused by notifying any other board member prior to
the meeting. Any Board members subject to removal for attendance reasons
shall receive a letter from the Board explaining the proposed action
at least ten (10) days prior to the date of the meeting at which the
action is to be considered.
Section 5.9 Annual Board
Meeting. The annual meeting of the Board of Directors shall be held
without notice the month following the annual membership meeting. At
the annual meeting, the Board will elect officers and appoint Committee
Chairs.
Section 5.10 Regular
Meetings. Regular meetings of the Board of Directors may be held at
dates and times determined by the Board of Directors.
Section 5.11 Special Meetings.
Special meetings of the Board of Directors may be held upon the call
of the President or by at least fifty-one percent (5
1%) of the Directors for any purpose. Such meeting shall be held upon
not less than three (3) days notice to each Director, if given orally,
(either by telephone or in person), or upon not less than ten (10) days
notice to each Director, if given by depositing notice in the United
States mail, postage pre-paid. Such notice shall specify the time, place
and purpose of the meeting.
Section 5.12 Notice.
Notice to all Directors of the Regular Meetings shall be given by the
Secretary.
Section 5.13 Action Without
Meeting. The Board of Directors may act without a meeting if all
members of the Board shall consent in writing to the action proposed.
The action must be evidenced by at least one (1) written consent: describing
the action taken; be signed by each director and be included in the
minutes or filed with the corporate records reflecting the action taken.
Action is effective when the last director signs the consent, unless
the consent specifies a prior or subsequent effective date. Such consent
has the effect of a meeting vote and may be described as such in any
document.
Section 5.14 Quorum.
Fifty-one percent (51%) of the current members of the Board of
Directors must be present to constitute a quorum for the transaction
of business.
Section 5.15 Power to Elect and Appoint
Officers. The membership shall elect a president, vice-president,
secretary and a treasurer. The Board shall have the power to appoint
such other officers and agents as the Board may deem necessary for the
transaction of the business of the Corporation. The Board of Directors
whenever in the judgment of the Board may remove any officer or agent,
the interests of the Corporation will be served thereby. The Board shall
also have power to fill any vacancy in any office occurring for any
reason whatsoever.
Section 5.16 Removal of
Directors. Any director of the Corporation may be removed without
cause by the membership present. No action shall be taken to remove
a director unless ten (10) days notice has been given to the director
against whom such action is proposed to be taken. A director elected
by members may be removed by the members only at a meeting called for
the purpose of removing the director. The meeting notice must state
that the purpose of the meeting is the removal of the director.
ARTICLE VI
OFFICERS
Section 6.1 Officers.
The membership shall elect or
appoint the officers of the
Corporation. The officers of the Corporation shall be a President, Vice-President,
Secretary/Treasurer and such other officers as may be deemed desirable
by the Board of Directors.
Section 6.2 Election and
Term of Office. The officers of the Corporation shall be elected
annually from among and by the Board of Directors at the annual meeting
of the Board of Directors. Each officer shall hold office for one (1)
year or until his or her successor shall have been duly elected, unless
earlier removed by the Board of Directors.
Section 6.3. President.
The president shall be the chief executive officer of the Corporation.
The president shall preside at all meetings of the Board of Directors
and membership and under the Board’s direction, shall have general
supervision over the affairs of the Corporation and over the other officers.
The president shall sign all written contracts of the Corporation and
shall perform all such other duties as are incident to this office.
Section 6.4. Vice-President.
The vice-president shall perform the duties specified in Section 6.3
of this Article in the absence or disability of the president. In addition,
the vice-president shall perform duties and assignments, which may from
time to time be delegated by the president or the Board.
Section 6.5 Treasurer.
The treasurer shall have custody of all moneys and securities of the
Corporation and shall keep or cause to be kept regular books of account
for the Corporation. The Treasurer shall give bond in such sums and
with such surety as the Directors may require, conditioned upon the
faithful performance of his or her office. The treasurer shall perform
all such other duties as are incident to this office as treasurer.
Section 6.6
Secretary. The secretary shall have the responsibility for providing
that notices required by these by-laws be issued, and shall provide
that minutes of all meetings of the Board of Directors and membership
be adequately kept. The secretary shall have responsibility for all
records and papers, any and all written contracts of the Corporation
and shall be custodian of the corporate seal. The secretary shall perform
all such duties as are incident to the office.
Section 6.7 Vacancies.
Vacancies among elected and appointed officers during the annual terms
thereof shall be filled by the Board of Directors.
Section 6.8 Removal of Officers. The Board of Directors may remove
any officer or agent of the Corporation is such action in the judgment
of the Board of Directors, is in the best interest of the Corporation.
Appointment or election to a corporate office shall not, of itself,
establish or create contract rights. All officers may be removed at
any time by the affirmative vote of the members of the Board of Directors.
ARTICLE VII
COMMITTEES
Section 7.1 Standing and
Special Committees. The President shall, with the approval of the
Board of Directors, appoint such standing or special committees of such
size as the president or Board of Directors may deem necessary to properly
carry on the activities and affect the purposes of the Corporation.
The President shall with the approval of the Board of Directors, appoint
a Chair for each committee.
ARTICLE VIII
CONTRACT, CHECKS, DEPOSITS AND FUNDS
Section 8.1 Contracts.
The Board of Directors may authorize
any officer or officers, agent or agents of the Corporation, in addition
to the officers so authorized by these by-laws, 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.
Section 8.2
Checks, Drafts, etc. Such officer shall sign all checks, drafts, or
orders for the payment of money, notes and other evidence of indebtedness
issues in the name of the Corporation, or officers, agent or agents
of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
Section 8.3 Deposits.
All funds of the Corporation shall be deposited in a timely manner to
the credit of the Corporation in such banks, trust companies, or other
depositories as the Board of Directors may select.
Section
8.4 Gifts. The Board of Directors may accept on behalf of the Corporation
any contribution, gift, bequest or devise for the general purpose or
for any special purpose of the Corporation.
ARTICLE IX
BOOKS AND RECORDS
Section 9.1 Books and Records.
The Corporation shall keep correct and complete books and records and
shall keep minutes of the proceedings of its members, Board of Directors,
and committees. All books and records of the Corporation may be inspected
by any member or director, at any reasonable time.
ARTICLE X
FISCAL YEAR
Section 10.1 Fiscal Year.
The fiscal year of the Corporation shall begin on the first day of January
and end on the last day of December in each year.
ARTICLE XI
CORPORATE INDEMNIFICATION
Section 11.1 Indemnification.
To the extent not inconsistent with the law of the State of Indiana,
every person (and the heirs and personal representatives of such person)
who is or was a director or officer of the Corporation shall be indemnified
by the Corporation as provided in the Act.
ARTICLE XII
AMENDMENT TO BY-LAWS
Section 12.1 Amendments.
These by-laws may be amended by the affirmative vote of the Board of
Directors, provided that the text of the proposed amendment shall have
been sent to all Directors with the call for the meeting at least FIFTEEN
(15) days in advance of such meeting.
ARTICLE XIII
DISSOLUTION OF ORGANIZATION
Section 13.1 Dissolution.
Upon the dissolution of the organization, assets shall be distributed
for one or more exempt purposes within the meaning of Section
501 © 3 of the Internal Revenue Code, or corresponding section of any
future federal tax code, or shall be distributed to the federal government,
or to a state or local government, for a public purpose. Any such assets
not disposed of shall be disposed of by Court of Common Pleas of the
county in which the principal office of the organization is then located,
exclusively for such purposes or to such organization or organizations,
as said Court shall determine, which are organized and operated exclusively
for such purposes.
ARTICLE XIV
USE OF ASSETS UPON DISSOLUTION
Section 14.1 Use of Assets
Upon Dissolution. No part of the net earnings of the organization
shall inure to the benefit of, or be distributable to its members, trustees,
officers, or other private persons, except that the organization shall
be authorized and empowered to pay reasonable compensation for services
rendered and to make payments and distributions in furtherance of the
purposes set forth in the purpose clause thereof. No substantial part
of the activities of the organization shall be the carrying on of propaganda,
or otherwise attempting to influence legislation, and the organization
shall not participate in, or intervene in (including the publishing
or distribution of statements) any political campaign on behalf of any
candidate for public office.
Notwithstanding any other provision of this document, the organization
shall not carry on any other activities not permitted to be carried
on (a) by an organization exempt from federal income tax under Section
501 © 3 of the Internal Revenue Code, or corresponding section of any
future federal ‘ax code, or (b) by an organization, contributions
to which are deductible under Section 170 © (2) of the Internal Revenue
Code, or corresponding section of any future federal tax code.
