ANA By Laws

Armatage Neighborhood Association By Laws
Revised 2014

Article I: NAME

The name of the organization shall be the ARMATAGE NEIGHBORHOOD ASSOCIATION (ANA herein).

Article ll: PURPOSE

The purpose of the ANA shall be to protect and promote neighborhood interests and the health, safety, and general welfare of residents within the organization’s geographic jurisdiction in a non-partisan, educational, and cooperative manner; subject to the meaning of Section 501 c (3) of the Internal Revenue Code of 1954.

Article III: BOUNDARIES

The ANA boundaries are:

  • West side of Logan Avenue and west of property line of 1825 W 59th St and 1900 W 60th Street
  • South side of 54th Street
  • East side of Xerxes Avenue
  • North side of Highway 62

Article IV: MEMBERSHIP

Membership is the right of any person who:

  1. Is 18 years of age or older and resides within the boundaries of the Armatage neighborhood.
  2. Is a single representative of any commercial business property, school, park, or church within the boundaries of the Armatage neighborhood.

All members may take part in discussions, make or second motions, and vote at general meetings.

Article V: BOARD OF DIRECTORS

  1. The number of Directors shall be no fewer that five (5) and no more than eleven (11), and their tenure shall be until their successors are elected and qualified.
  2. The Board of Directors shall be elected for a two-year term by a majority vote at the annual meeting.
  3. Vacancies occurring between the annual meetings shall be filled by appointment by the Board of Directors. Upon three consecutive unexcused absences from board meetings, a Board Director shall be deemed to have vacated his or her position and the position shall be determined to be vacant. At the next meeting of the ANA Board, the Board will fill the vacancy by appointment.
  4. The Board of Directors may establish, appoint, and dissolve committees and subcommittees as needed to conduct the affairs of the organization, and to inform and assist the Board in its duties. All committee recommendations and actions are subject to ANA Board approval pursuant to its By Laws.
  5. The chair of each Board designated committee shall be elected by the general membership at the Annual Membership Meeting. Chairpersons of each committee shall become members of and report to the Board of Directors.

Article Vl: OFFICERS

  1. There will be four elected officers of the ANA: the President, the Vice President the Secretary, and the Treasurer. These officers will not be separate from the “Board” but will be members “of” the Board in that they conduct and carry out the everyday organizational, fiscal, administrative and supervisory duties of the ANA.
  2. Board Members of the ANA shall be elected for two-year terms by a majority vote at the annual meeting. No officer shall be eligible to hold the same office for more than three (3) consecutive terms. Board members are elected to two-year terms, with six seats up for election in even numbered years and the remaining five up for election in odd numbered years, assuming a full board.
  3. The duties of the President shall be to:
    • Preside at all meetings of the ANA and facilitate such meetings in a productive, efficient manner.
    • ign checks and other financial instruments of the ANA in conjunction with the treasurer as recommended by NRP guidelines.
    • Be responsible for review of major outgoing correspondence, including the newsletter representing the organization.
    • Submit at the Annual Membership Meeting a report of the activities and accomplishments of the ANA during the preceding year.
    • Act as official spokesperson of the ANA and such other duties as the Board may decide.
  1. The duties of the Vice President shall be to perform the duties of the President in the event the President is unable to do so, and to perform other duties as the Board may prescribe.
  2. The duties of the Secretary shall be to:
    • Record the minutes of each meeting and post meeting minutes in a designated location for all residents.
    • Be responsible for the correspondence of the President and the Board.
    • Maintain a file of the correspondence, reports, and records of the ANA, the Board, and the committees.
    • Be responsible for distributing mail and checking the general voicemail box for phone messages.
  1. The duties of the Treasurer shall be to:
    • Keep and record financial transactions, money, budget and fiscal affairs of the ANA.
    • Together with the President, sign and execute all financial instruments of the ANA as recommended by NRP guidelines.
    • Prepare all annual filings of the ANA.
    • Prepare a tentative budget for the following year to he presented at the Annual Membership Meeting.

Article VII: MEETINGS

  1. There shall be a general membership meeting held at least quarterly.
  2. The May general membership meeting shall be designated as the annual meeting at which time the elections of the Board of Directors and officers shall occur.
  3. The President shall cause a special meeting of the organization to be called upon a written request of at least fifty residents of the neighborhood, or upon a majority vote of the Board of Directors.
  4. The Board of Directors shall meet at least quarterly.
  5. All meetings shall be open to the public.
  6. Any action that may be taker by the Board of Directors may be taken without a meeting, when authorized in writing by 2/3 of the Directors. Any action required or permitted to be taken at a Board meeting may be taken by written action signed by the number of Directors that would be required to take the same action at a meeting of the Board of Directors at which all Directors were present.  If any written action is taken by less than all of the Directors entitled to vote, all Directors entitled to vote shall be notified immediately of its text and effective date.  The failure to provide such notice, however, shall not invalidate such written action.  A Director who has not signed or consented to the written action has no liability for the action or actions taken thereby.  A written action is effective when it is signed by all of the Directors required to take the action unless a different effective time is provided in the written action.  For purposes of this Section, an electronic signature satisfies the requirement of a signature so long as the electronic communication containing the electronic signature sets forth sufficient information from which the Association can reasonably conclude that the communication was actually sent by the purported sender. Any action taken without a meeting will be presented as such in the minutes of the meeting immediately following the action.
  1. Meetings of the organization shall be governed by Robert’s Rules of Order, as most recently revised, to the extent that they are not inconsistent with these By Laws.

Article VIII: VOTING

  1. Voting for the election of the Board of Directors and officers and specially designated committees will occur at the March annual meeting. The newly elected officers and Board of Directors will start their terms after adjournment of the annual meeting.
  2. Each member shall have one vote- The President may not vote, except in the event of a tie. All members must be present at the general meeting to vote.
  3. At Board meetings, only present members of the Board of Directors are allowed to vote.

Article IX: QUORUM

  1. At any meeting of the membership, those present and voting constitute a quorum.
  2. One-half of the total number of Directors, but not less that three, shall constitute a quorum of the Board of Directors, except as otherwise provided by statute.

Article X: FISCAL YEAR AND MEMBERSHIP

The fiscal year shall be from March I through February 28/29 and the membership year shall be from May I through April 30.

Article XI: PROFESSIONAI. CONDUCT

  1. Officers, Chairpersons, and committee members of the organization are expected to conduct themselves in a courteous and professional manner.
  2. Officers and Chairpersons are expected to fulfill the responsibilities outlined in their respective guidebooks. Failure to fulfill their Board responsibilities as outlined in their respective guidebooks may lead to the consideration and implementation of disciplinary action by the Board as outlined in Robert’s Rules of Order.
  3. If breaches of conduct or order occur during any meeting, the Chairperson will follow the disciplinary procedures outlined in Robert’s Rules of Order.

Article XII: GRIEIVIANCE PROCEDURE

  1. ANA uses Robert’s Rules of Order in its meetings to maintain order and give everyone a fair chance to be heard.
  2. A written complaint regarding the ANA or any of its activities may be submitted to any member of the ANA Board. The complaint will be considered at the next Board meeting and a written response will be issued within thirty days of such meeting.
  3. Upon receipt of the written Board response, the complainant has 30 days to appeal or accept the written response. If no further action is taken within 30 days, the Board will consider the matter resolved.
  1. lf the complainant is not satisfied with the Board’s determination, the complainant may apply for any and all remedies due under law.

Article XIII: AMENDMENTS

Amendments to the By Laws may be adopted by a 2/3 majority vote of the general membership at a regular or special meeting, for which at least seven days prior public notice shall be given through the neighborhood newsletter. The failure of any resident or business to receive any such notice of the regular or special meeting shall not invalidate any action which may be taken by the attendees at any such meeting.

The procedure for amending these By Laws shall be as follows:

(a) The Board of Directors may propose the amendment by resolution, setting forth the proposed changes, and making a recommendation to the membership that it be either adopted or rejected.

(b) Any five (5) eligible members of the organization may set forth a proposed change by petition, and duly file said petition with the Secretary prior to the meeting. The proposed change shall become an agenda item at the next general meeting.

(c) A copy of the original By laws and a copy of the proposed revisions to these By Laws will be made available to meeting attendees.

(d) Debate consisting of not more than three (3) supporting and three (3) opposing views may be entertained by the President, followed by a general vote.