South Kilbourne Neighborhood Association
Constitution
Enacted: 01 Jun 2009
Article I
Name
The Name of this Association shall be South Kilbourne Neighborhood Association, may also be referred to as SKNA.
The South Kilbourne Neighborhood Association is defined as that area bounded by S. Kilbourne Road, South Beltline Boulevard, Rosewood Drive and Plowden Road. The South Kilbourne Neighborhood Association is a recognized neighborhood association of Rosewood Community Council.
Article II
Purpose
The South Kilbourne Neighborhood Association is committed to preserving the integrity and promoting the improvement of the South Kilbourne neighborhood. Its purpose will be to create a strong, united pool of residents and outside supporters who will work together to make their neighborhood the best it can be and one of which we can all be proud.
It will provide a forum for the discussion of neighborhood issues which are of concern to the residents of the South Kilbourne neighborhood and form strategies in which to solve problems.
It will also provide a connecting link between the neighborhoods and the elected and appointed units of local government, and it will advise these governmental units on issues of neighborhood concern.
Article III
Policy
The South Kilbourne Neighborhood Association is a non-partisan, non-profit organization.
Article IV
Membership
Section 1. Membership in the South Kilbourne NeighborhoodAssociation shall be open to any homeowner, home renter, or residential property owner of property located in the South Kilbourne neighborhood, as designated by its boundaries (see Article I), whose goals include the preservation and improvement of the neighborhood.
Section 2. Membership shall be open to other individuals, businesses or corporations who have expressed interest in being a member on a non-voting member basis after approved by consensus of the Executive Committee.
Article V
Rights and Liabilities of Members
Section 1. No member of the South Kilbourne Neighborhood Association shall have any right, title or interest in or to any property or assets of the South Kilbourne Neighborhood Association either prior to or at the time of any liquidation or dissolution of the South Kilbourne Neighborhood Association.
Section 2. Non-liability for debts. The private property of the members shall be exempt for execution or other liability for any debts of the South Kilbourne Neighborhood Association and no member shall be liable or responsible for any debts or liabilities of SKNA.
Article VI
Meetings of Members
Section 1. Annual Meeting.
The annual meeting of the members shall be held in February of each year. The agenda for such annual meetings shall consist of the election of officers, passing upon reports for the previous fiscal year and transacting such other business as may require action at the time. It shall be the responsibility of the Executive Committee to make plans and preparation for the annual meeting.
Section 2. Regular Meetings.
Regular meetings of the members will be held quarterly, or as deemed necessary by the Executive Committee, at said place of determination by the Executive Committee.
Section 3. Special Meetings.
Special meetings of the members may be called by resolution of the Executive Committee, or upon a written request signed by any two Executive Committee members or the President; it shall be the duty of the Secretary to notify the Membership as hereinafter provided. Special meetings of the members may be held at any place specified in the notice of the special meetings.
Section 4. Voting.
A minimum of 15 registered members, three of whom must be officers, shall constitute a quorum. Voting may be conducted by a simple show of hands on any matter brought up during a regular, annual or special meeting. A quorum must be present. Voting may also be conducted in a closed ballot format.
Each member of the South Kilbourne Neighborhood Association shall be entitled to only one vote upon each matter submitted to a vote at a meeting of the South Kilbourne Neighborhood Association. All questions shall be decided by a vote of a majority of the members voting thereon in person, except as provided within these By-Laws. Voting members shall be of age 18 or older.
Article VII
Officers
Section 1. Number.
The officers of the South Kilbourne Neighborhood Association shall be a President, Vice President, Secretary and Treasurer. Elected officers must be residents of the South Kilbourne neighborhood. Additions and deletions to the named positions require the approval of the membership of the South Kilbourne Neighborhood Association at a duly called meeting. Officers must be members of the Association.
Section 2. Regular Elections and Terms of Office.
The officers shall be elected for two-year terms by the membership at the annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held soon thereafter as possible. Each officer shall hold office for a two-year term following the annual meeting of the membership. Except as otherwise provided in these By-Laws, a vacancy in any office except the President’s may be filled by appointment by the Executive Committee. In event of a vacancy in the President’s office, the Vice-President shall arrange for a special meeting of the membership to elect a successor and shall act in such capacity until the election is held.
Section 3. Removal of Officers by Executive Committee.
Any officer elected or appointed by membership may be removed by the membership or the executive committee whenever in its judgment the best interest of the South Kilbourne Neighborhood Association will be served thereby. Reasons for removal of an officer or an Executive Committee member include a) misconduct in office; b) missing, without good cause two consecutive regularly-scheduled meetings (general or executive); c) conduct reflecting poorly upon or damaging to the South Kilbourne Neighborhood Association. A majority vote at a duly called meeting of the membership or a two-thirds majority of the executive committee shall be sufficient for such removal from office.
Section 4. Executive Committee.
The Executive Committee shall consist of: a) the current officers b) chairperson(s) of special committees. Each individual member of the Executive Committee shall only have one vote on the committee. The Executive Committee: a) shall be responsible for making plans and preparations for the annual and regular meetings b) may call special meetings from time to time, and c) shall perform such other duties as may be prescribed by membership.
Section 5. President.
The president: a) shall be the principle executive officer of the South Kilbourne Neighborhood Association, b) may sign any legal or contractual documents authorized by the membership to be executed, c) shall co-sign all checks with the Treasurer, d) speak for and represent the South Kilbourne Neighborhood Association to other bodies and the news media, with the exception of a spokesperson who may be appointed by the President, e) serve as co-chair of the rules and by-laws committee if one exists, and f) shall in general perform all duties incident to the office of the President and other such duties as may be prescribed by the Membership from time to time.
Section 6. Vice President.
The Vice President shall aid the President as needed and assist with general duties including but not limited to a) meeting with community members, b) preparing for neighborhood meetings, and c) other such duties as may be prescribed by the Membership. In the absence of the President, or in the event of his of her inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall also serve as co-chair of the rules and by-laws committee if one is to exist, and shall also perform such other duties as may be assigned to him or her by the membership.
Section 7. Secretary.
The Secretary shall: a) keep and make available the minutes of the meetings of the association, b) see that all notices are duly given in accordance with these by-laws or as required by law, c) keep a record of the names and post office addresses of all the members, d) keep on file and at all time and available for inspection a complete copy of the By-Laws of the South Kilbourne Neighborhood Association as then currently amended and at the expense of the South Kilbourne Neighborhood Association, and e) in general perform all duties incident to the office of the Secretary and other such duties as may be assigned by the Membership.
Section 8. Treasurer.
The Treasurer shall: a) have charge and custody of and be responsible for all funds and securities of the South Kilbourne Neighborhood Association, b) be responsible for the receipt of and the issuance of receipts for all monies due and payable to the South Kilbourne Neighborhood Association and for deposit of all such monies in the name of the Association in an insured bank account, c) serve as the chairperson of the finance committee if one is to exist, d) provide to the membership updated income and expense reports in writing for each regular meeting and e) in general perform all duties as may be assigned by the Membership.
Section 9. Special Committees.
The South Kilbourne Neighborhood Association may establish special committees (e.g., safety committee, social committee, parks and recreation committee) by a two-thirds majority of the general membership or a determination of need as established by the Executive Committee. Each committee will be directed by a chairperson(s) nominated by that committee and confirmed by a majority of the Executive Committee. Special committees will be created and dissolved in accordance with the best interests of South Kilbourne and the Association.
Section 10. Ad Hoc Committees.
The South Kilbourne Neighborhood Association shall also have the authority to create special ad hoc committees. Ad hoc committees may be established by a majority vote of the executive committee. Each ad hoc committee will be directed by a chairperson(s) nominated by that committee and confirmed by a majority of the Executive Committee. Ad hoc committees will be created and dissolved in accordance with the best interests of South Kilbourne and the Association.
Section 11. Previous Officers.
The previous officers shall act in an advisory capacity to the current officers of the Executive Committee as required to assure an orderly transition of duties.
Section 12. Compensation.
Officers shall receive no salaries for their services.
Article VIII
Budget
Section 1. Non-profit Status.
The South Kilbourne Neighborhood Association shall at all times be operated on a non-profit basis and no interest or dividends shall be paid or payable by the Association to any member as such.
Section 2. Member Donations for Administrative Expenses.
The Executive Committee may request from the Members an annual membership due of said determination per household. The Treasure will be responsible for donation collection. The annual donation, collected each November, will be used to offset the administrative expenses incurred expressly on behalf of the South Kilbourne Neighborhood Association. Refer to the officer description in Article VII, Section 8, for the handling of these donations.
Section 3. Corporate Fund Raising.
The Executive Committee may request from businesses cash and in-kind donations. The donations will be used for administrative expenses and South Kilbourne Neighborhood functions. Refer to the officer description in Article VII, Section 8, for the handling of these donations.
Dissolution Requirement
In case of the dissolution of the South Kilbourne Neighborhood Association, the remaining monies shall be donated to the Rosewood Community Council or another not-for-profit charitable organization so designated by the Executive Committee.
Article IX
Miscellaneous
Section 1. Rules and Regulations.
The membership shall have power to make and adopt such rules and regulations, not consistent with these By-Laws, as it may deem advisable for the management of the business and affairs of the Association.
Article X
Amendments
Any member may propose an amendment for consideration. The proposal must be submitted in writing with a minimum of three member signatures in support of the amendment. The President may also request a committee review of the Constitution to ensure that it is timely and effective. All proposed amendments must be reviewed by the executive committee and presented to the membership.
Following the review, the Constitution may be amended by the affirmative vote of two-thirds of the Membership present at any regular or special meeting, provided that notice of such meeting shall have contained a copy of the proposed changes.
Article XI
Implementation
The Constitution as amended supersedes any previous constitution or legal document adopted by the South Kilbourne Neighborhood Association.
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