This is probably going to be one of the more boring posts except for those who are interested in parliamentary procedure as a hobby. The Bon Air Neighborhood Association Inc., will vote on the following, revised by-laws at its May 13, 2019 meeting at the Creekside 3535 Bardstown Rd. . This is a 30 day notice as per the current bylaws.
The changes or sections being changed are noted in red.
The original by-laws were facilitated by the now defunct Louisville Metro Government Department of Neighborhoods in 2008 with BANA was created. It was decided to revise the bylaws to reflect the current reality of the organization.
Probably the biggest message out of this post is that BANA is a real organization with a real mission
So with some formatting problems of pasting things into Blogger, the following is what we will vote on May 13, 2019. We hope that you join us at our meeting and that you join our organization as a member.
The name of the corporation shall be the Bon Air Neighborhood Association, Inc.
The Purpose of the Bon Air Neighborhood Association, Inc. is to promote, foster and carry out programs, projects and activities designed to:
North Boundary: I-264 from Bardstown Road to Wellingmoor Avenue; south on Wellingmoor Avenue to Goldsmith Lane; East on Goldsmith to Bon Air Avenue; South on Bon Air Avenue to Maxon Drive; East on Maxon Drive through Rosalee Avenue to Mina Terrace; Norton on Mina Terrace to Del Rio Place; east on Del Rio Place to Rio Rita Avenue.
East Boundary: Rio Rita Avenue through to Somber Way through Algiers Court to Hikes Lane
South Boundary: Hikes Lane from Algiers Court to Bardstown Road
West Boundary: Bardstown Rd from Hikes Lane to I-264
Membership is open to any households, businesses, renters/property owners who have interest in the organization and the neighborhood who subscribe to the purposes of the Bon Air Neighborhood Association Inc, and have paid dues in good standing as provided in Article V. (The current version limits membership to only those people living within the boundaries as described in ARTICLE III)
Section 1-Annual Meeting
There shall be an annual meeting of the membership in January with the election of the board in January. Election of the officers and at-large members shall take place at this meeting. The annual meeting is included as one of the association’s quarterly meetings, thus the membership may also conduct whatever other business it may deem necessary and proper.
Section 2 -Regular Meetings
In addition to the annual meeting, the membership shall meet on a quarterly basis at a date, time and place determined by the President or an officer acting for or in the stead of the President.
Section 3 – Special Meetings
Special meeting of the membership may be called for any purpose by the president; request of two-thirds of the directors; at least ten percent of the general membership in good standing. Notice must be provided to the membership stating specific details regarding the purpose of the meeting as well as the date, time and place for holding said meeting.
Section 4- Voting
Section-5 deleted-2019 (The current by-laws have a nomination committee)
Section 6- General Membership Meeting Quorum
A quorum shall consist of ten percent with a minimum of seven members in good standing at the time of the meeting and one officer in attendance.
Section 1- Powers
The board of directors shall be empowered to conduct the business and affairs of the Bon Air Neighborhood Association Inc. including but not limited to, the acquisition and disposal of property, the hiring and firing of staff and all other rights provided by statute.
Section 2 – Membership
The board of directors shall consist of no less than five (5) and no more than 10 members, comprising of the four (4) elected officers and a minimum of one (1) and a maximum of six (6) at-large members. The members of the board of directors shall support and subscribe to the purposes of the Bon Air Neighborhood Association, Inc.
Section 3 (Term of Office deleted 2019)
(Removing term limits)
Section 4 – Voting
Each member of the board shall have one vote.
Section 5 – Meetings
The board of directors shall meet at least once before each board meeting or more if determined necessary by the board.
The date, time and place of each meeting shall be set by the President or Vice President acting on behalf of—or in the stead of the President
All meeting shall be open to the public. The directors may, by a simple majority of those directors present and a quorum being present, vote to hold a meeting or portion thereof in executive session.
Notice shall be given in a regular open meeting of the general nature of the business to be discussed in closed session and the reason for the closed session. No final action may be taken at a closed meeting. No mattes may be discussed at a closed meeting other than those publicly announced prior to convening the closed meeting.
Notice of all meeting shall be sent to the Board of Directors not less than five (5) days nor more than thirty days prior to the day of the meeting. Notice requirements may be waived by the filing of written statements from all directors that they agree to such a waiver.
Section 6- Compensation
The directors shall serve without compensation.
Section 7-Quorum
A quorum of the board shall consist of fifty percent of the board of directors in good standing. However, it shall be required that there is at least one officer present in order to constitute a quorum.
Section 8- Resignation
A director may resign at any time by 1) personally delivering a written resignation to the President and presented to the board of directors or 2) sending an email from a personal email account, or 3) by sending it through the United States Postal Service. Said resignation shall become effective upon acceptance by the board of directors. (The current bylaws require resignation by hand-delivered letter to the President)
Section 9- Removal
Any member of the board of directors may be removed from office upon a showing of good cause. Good cause shall include a breach of fiduciary duties to the organization such as care, trust and loyalty; unexcused absences from three consecutive board meetings shall be included in the definition of good cause. Notice of intent to remove must be sent to the director in question at least 30 days prior to the meeting at which such action is to be taken. Said notice shall give reasons for removal.
Section 10-Vacancies
Any vacancies due to resignation, removal, incapacity or death shall be filled until the next regularly scheduled election by a vote of a majority of the board at a duly constituted meeting, a quorum being present. Prior to filling the vacancy, each board member will be provided information on each potential candidate.
Section 11 -Conducting Business by Means Other than a Meeting
The board of directors may either hold a meeting by telephone or conduct business in the absence of a meeting to include discussion and decision by email or video-chat as communications technologies progress.
Such agreements made and actions taken via other the methods shall be recorded within the meetings of the next scheduled board meeting. (The current bylaws allow only for meetings by phone)
Section 12 – Elections
Section 13- Transition
(Removed as it applied to the situation of the original formation of the organization)
Section 1-Composition
The Bon Air Neighborhood Association, Inc, shall have the following officers: President, Vice-President, Secretary and Treasurer.
Section 2 – President
The President shall:
Section 3 – Vice President
The Vice President shall:
Section 4 - Secretary
The Secretary shall:
Section 5- Treasurer
The Treasurer shall:
Section 6- Term of Office
All officers shall serve a one-year term of office, or until their successors shall have been elected and installed.
Section 7- Elections
The officers shall be elected by the membership at the annual meeting in January and shall take office immediately. (Current by-laws state that the officers will take their roles at next meeting)
Section 8- Resignation
An officer may resign at any time by delivery a written resignation to the President, or the Secretary in the event of resignation of the President, and presented to the board of directors. Said resignation shall become effective upon acceptance by the board of directors
Section 9- Removal
Any member of the board of directors may be removed from office upon a showing of good cause. Good cause shall include a breach of fiduciary duties to the organization such as care, trust and loyalty; unexcused absences from three consecutive board meetings shall be included in the definition of good cause. Notice of intent to remove must be sent to the director in question at least 30 days prior to the meeting at which such action is to be taken. Said notice shall give reasons for removal.
A two-thirds vote of the directors present, a quorum being present, shall be required to forward a removal vote to the membership. A two-thirds vote of the members in good standing, a quorum being present, shall be required for removal. There should be at least two (2) weeks written notice to members that a removal vote shall take place.
Section 10- Vacancies
Any vacancies due to resignation, removal, incapacity or death shall be filled until the next regularly scheduled election by a vote of a majority of the board at a duly constituted meeting, a quorum being present. Prior to filling the vacancy, each board member will be provided information on each potential candidate.
Section 1-Nominating Committee (DELETED)
The nominating committee is being discontinued and nominations may be made by any member in good standing at elections.
Section 2-Special Committees
The board of directors may from time to time establish any special committees that it seems necessary and set the term of office and other rules of the operation said committee.
Section 3- Organization
The committee chairperson shall be responsible for presiding over committee meetings, conducting committee business and reporting on committee business, activities and recommendations to the board of directors at each regularly scheduled board meeting following a committee meeting.
Committees shall meet upon the call of the respective chair-people or the President.
Section 1 – Fiscal Year
The fiscal year shall begin on September 1 and end on August 31 of each year.
Section 2- Banking- Deleted. (This was only about the cheques/checks requiring two signatures)
Section 3- Audits
If the board of directors determine that it is needed, they shall be empowered to cause an audit of the Bon Air Neighborhood Association, Inc. books and financial records, as well as an audit upon the change in the position of Treasurer.
The members, officers, at-large members, committee members, employees, and persons served by Bon Air Neighborhood Association, Inc. shall be selected entirely on a nondiscriminatory basis with respect to age, disability, ethnicity, familial status, gender, national origin, political affiliations, race, religion, sexual orientation, veteran status and all other categories providing nondiscriminatory treatment by law, statute or ordinance.
All corporate records shall be open to inspection upon written request at reasonable times. Requests must be in writing and signed. The right to inspect shall include the right to make extracts or photocopies, the cost to be borne by the requester.
A request to inspect shall be delivered to the President, Secretary or other officer or agent designated by the board of directors not less than five (5) days before the date specified in the request for the inspection.
Roberts Rules of Order shall apply to all situations not covered by the articles of incorporation, by-laws or any special rules adopted by the board of directors.
These by-laws may be amended by the membership upon formal notice given by any member at least 21 days in advance of a meeting of the general membership of his or her intention to propose a specific amendment. Adoption of such an amendment shall be by at least two-thirds of those members in good standing present and voting, a quorum being present at the time of the vote. Upon adoption, all amendments will become effective immediately.
Proposed amendments will be noted on the general meeting notifications as provided in Article VI, Section five (5)
I, the undersigned do hereby certify that I am the duly elected Secretary of the Bon Air Neighborhood Association, Inc., a Kentucky non-profit corporation, and that the foregoing are the By-laws of said corporation as fully amended and adopted in a meeting of the board of directors on the __ day of _______ 2019.
The changes or sections being changed are noted in red.
The original by-laws were facilitated by the now defunct Louisville Metro Government Department of Neighborhoods in 2008 with BANA was created. It was decided to revise the bylaws to reflect the current reality of the organization.
Probably the biggest message out of this post is that BANA is a real organization with a real mission
So with some formatting problems of pasting things into Blogger, the following is what we will vote on May 13, 2019. We hope that you join us at our meeting and that you join our organization as a member.
Bon
Air Neighborhood Association, Inc.
Bylaws
ARTICLE
I- NAME
The name of the corporation shall be the Bon Air Neighborhood Association, Inc.
ARTICLE II- PURPOSES
The Purpose of the Bon Air Neighborhood Association, Inc. is to promote, foster and carry out programs, projects and activities designed to:
11)
Enhance
the health, safety and welfare of the members of the community;
22)
Provide
a forum wherein neighborhood issues and concerns may be publicly expressed and
discussed;
33)
Improve
the economic life of the Bon Air area;
44)
Encourage
a spirit of friendliness with other groups in the Bon Air neighborhood and
throughout Louisville/Jefferson County Metro;
55)
Foster
cooperation and unity between property owners, tenants and others;
66)
Meet
the educational and cultural needs of the members of the community;
77)
Encourage
improvement in municipal services through public involvement and cooperation
with local government;
88)
Encourage
plan and coordinate the beautification, preservation, rehabilitation and
revitalization of all residential and public properties, structures and the
physical environment;
99 )
Seek
the assistance and cooperation from governmental agencies and other
neighborhood associations to resolve neighborhood problems, achieve
neighborhood objectives and goals, and to maintain and improve the quality of
life for all residents of the neighborhood;
110) Support other charitable, education
and culture activities which advance the general well-being of the community
and its people.
ARTICLE III- NEIGHBORHOOD
BOUNDARIES
North Boundary: I-264 from Bardstown Road to Wellingmoor Avenue; south on Wellingmoor Avenue to Goldsmith Lane; East on Goldsmith to Bon Air Avenue; South on Bon Air Avenue to Maxon Drive; East on Maxon Drive through Rosalee Avenue to Mina Terrace; Norton on Mina Terrace to Del Rio Place; east on Del Rio Place to Rio Rita Avenue.
East Boundary: Rio Rita Avenue through to Somber Way through Algiers Court to Hikes Lane
South Boundary: Hikes Lane from Algiers Court to Bardstown Road
West Boundary: Bardstown Rd from Hikes Lane to I-264
ARTICLE
IV- MEMBERSHIP
Membership is open to any households, businesses, renters/property owners who have interest in the organization and the neighborhood who subscribe to the purposes of the Bon Air Neighborhood Association Inc, and have paid dues in good standing as provided in Article V. (The current version limits membership to only those people living within the boundaries as described in ARTICLE III)
ARTICLE
V- DUES
The
dues are to be set by the board to reflect budgetary needs of the
organization. The dues will be voted on
at the annual meeting in January of each year.
ARTICLE
VI- MEMBERSHIP MEETINGS
Section 1-Annual Meeting
There shall be an annual meeting of the membership in January with the election of the board in January. Election of the officers and at-large members shall take place at this meeting. The annual meeting is included as one of the association’s quarterly meetings, thus the membership may also conduct whatever other business it may deem necessary and proper.
Section 2 -Regular Meetings
In addition to the annual meeting, the membership shall meet on a quarterly basis at a date, time and place determined by the President or an officer acting for or in the stead of the President.
Section 3 – Special Meetings
Special meeting of the membership may be called for any purpose by the president; request of two-thirds of the directors; at least ten percent of the general membership in good standing. Notice must be provided to the membership stating specific details regarding the purpose of the meeting as well as the date, time and place for holding said meeting.
Section 4- Voting
Only
those households, businesses and property owners/tenants in good standing by
the time of the meeting annual meeting in January may vote. (The current by-laws have a requirement of dues being paid 30 days in advance of the election)
Section-5 deleted-2019 (The current by-laws have a nomination committee)
Section 6- General Membership Meeting Quorum
A quorum shall consist of ten percent with a minimum of seven members in good standing at the time of the meeting and one officer in attendance.
ARTICLE VII - BOARD
OF DIRECTORS
Section 1- Powers
The board of directors shall be empowered to conduct the business and affairs of the Bon Air Neighborhood Association Inc. including but not limited to, the acquisition and disposal of property, the hiring and firing of staff and all other rights provided by statute.
Section 2 – Membership
The board of directors shall consist of no less than five (5) and no more than 10 members, comprising of the four (4) elected officers and a minimum of one (1) and a maximum of six (6) at-large members. The members of the board of directors shall support and subscribe to the purposes of the Bon Air Neighborhood Association, Inc.
Section 3 (Term of Office deleted 2019)
(Removing term limits)
Section 4 – Voting
Each member of the board shall have one vote.
Section 5 – Meetings
The board of directors shall meet at least once before each board meeting or more if determined necessary by the board.
The date, time and place of each meeting shall be set by the President or Vice President acting on behalf of—or in the stead of the President
All meeting shall be open to the public. The directors may, by a simple majority of those directors present and a quorum being present, vote to hold a meeting or portion thereof in executive session.
Notice shall be given in a regular open meeting of the general nature of the business to be discussed in closed session and the reason for the closed session. No final action may be taken at a closed meeting. No mattes may be discussed at a closed meeting other than those publicly announced prior to convening the closed meeting.
Notice of all meeting shall be sent to the Board of Directors not less than five (5) days nor more than thirty days prior to the day of the meeting. Notice requirements may be waived by the filing of written statements from all directors that they agree to such a waiver.
Section 6- Compensation
The directors shall serve without compensation.
Section 7-Quorum
A quorum of the board shall consist of fifty percent of the board of directors in good standing. However, it shall be required that there is at least one officer present in order to constitute a quorum.
Section 8- Resignation
A director may resign at any time by 1) personally delivering a written resignation to the President and presented to the board of directors or 2) sending an email from a personal email account, or 3) by sending it through the United States Postal Service. Said resignation shall become effective upon acceptance by the board of directors. (The current bylaws require resignation by hand-delivered letter to the President)
Section 9- Removal
Any member of the board of directors may be removed from office upon a showing of good cause. Good cause shall include a breach of fiduciary duties to the organization such as care, trust and loyalty; unexcused absences from three consecutive board meetings shall be included in the definition of good cause. Notice of intent to remove must be sent to the director in question at least 30 days prior to the meeting at which such action is to be taken. Said notice shall give reasons for removal.
Section 10-Vacancies
Any vacancies due to resignation, removal, incapacity or death shall be filled until the next regularly scheduled election by a vote of a majority of the board at a duly constituted meeting, a quorum being present. Prior to filling the vacancy, each board member will be provided information on each potential candidate.
Section 11 -Conducting Business by Means Other than a Meeting
The board of directors may either hold a meeting by telephone or conduct business in the absence of a meeting to include discussion and decision by email or video-chat as communications technologies progress.
Such agreements made and actions taken via other the methods shall be recorded within the meetings of the next scheduled board meeting. (The current bylaws allow only for meetings by phone)
Section 12 – Elections
A.
Elections
of at-large members shall take place at the annual membership meeting.
B.
In
order to qualify as a candidate a person must meet the criteria in Article VII,
Section 2
C.
A
list of the candidates shall be provided with the notice of the annual meeting.
D.
Election
shall be by a plurality vote with each household/membership unit in good
standing entitled to cast up to as many votes as there are vacancies to be
filled with no more than one vote going to any candidate.
E.
Nominations
shall be prepared by a nominating committee in advance of the election. Additional candidates may be placed in
nomination by any member from the floor at the annual meeting.
F.
Election
shall be by secret ballot unless the board of directors votes by a simple
majority vote, a quorum being present, to dispense with a secret ballot and
vote by other means.
Section 13- Transition
(Removed as it applied to the situation of the original formation of the organization)
ARTICLE
VIII-OFFICERS
Section 1-Composition
The Bon Air Neighborhood Association, Inc, shall have the following officers: President, Vice-President, Secretary and Treasurer.
Section 2 – President
The President shall:
A.
Preside
over all meeting of the board of directors and the general membership
B.
Plan,
in consultation with the other officers, the agenda for all board and
membership meetings
C.
Appoint,
with the consultation and confirmation of 2/3 of the board of directors, the
members of all committees except the nominating committee, and the chair
persons of all committees.
D.
Carries
out all other duties incidental to the office of President or prescribed by the
board of directors;
E.
Represent
or appoint a representative as needed to other community organizations
Section 3 – Vice President
The Vice President shall:
A.
Assist
the President in the carrying out of his or her duties;
B.
Carry
on the duties of the President in the President’s absence or inability to carry
out his or her duties;
C.
Carry
out all other duties incidental to the office of Vice President or prescribed
by the board of directors
Section 4 - Secretary
The Secretary shall:
A.
Attend
all board and membership meetings and act as a clerk of each meeting, record
all votes and keep the minutes of all proceedings in a book kept for that
purpose.
B.
Be
responsible for the sending of notices for all board and membership meetings;
C.
Keep
the official records, including all minutes, policy decisions, register of the
members, original copies of the articles of incorporation and by-laws, and all
amendments thereto, of the corporation;
D.
Carry
out all other duties incidental to the office of recording Secretary or
prescribed by the Board of Directors.
Section 5- Treasurer
The Treasurer shall:
A.
Be
responsible for the keeping of all funds and securities and the keeping of full
and accurate accounts of all receipts and disbursements in books belonging to
the Bon Air Neighborhood Association, Inc.;
B.
Be
responsible for the deposit of all money and other valuate effects in the name
and to the credit of the Bon Air Neighborhood Association, Inc. in such
depositories as may be designated by the board of directors.
C.
Be
responsible for the disbursement of the funds of the Bon Air Neighborhood
Association, Inc. as determined by the board, taking proper vouchers for such
disbursements;
D.
Be
responsible for the preparation of financial reports and a yearly budget at
each general meeting.
E.
Carry
out all other duties incidental to the office of Treasurer or prescribed by the
Board of Directors.
Section 6- Term of Office
All officers shall serve a one-year term of office, or until their successors shall have been elected and installed.
Section 7- Elections
The officers shall be elected by the membership at the annual meeting in January and shall take office immediately. (Current by-laws state that the officers will take their roles at next meeting)
Section 8- Resignation
An officer may resign at any time by delivery a written resignation to the President, or the Secretary in the event of resignation of the President, and presented to the board of directors. Said resignation shall become effective upon acceptance by the board of directors
Section 9- Removal
Any member of the board of directors may be removed from office upon a showing of good cause. Good cause shall include a breach of fiduciary duties to the organization such as care, trust and loyalty; unexcused absences from three consecutive board meetings shall be included in the definition of good cause. Notice of intent to remove must be sent to the director in question at least 30 days prior to the meeting at which such action is to be taken. Said notice shall give reasons for removal.
A two-thirds vote of the directors present, a quorum being present, shall be required to forward a removal vote to the membership. A two-thirds vote of the members in good standing, a quorum being present, shall be required for removal. There should be at least two (2) weeks written notice to members that a removal vote shall take place.
Section 10- Vacancies
Any vacancies due to resignation, removal, incapacity or death shall be filled until the next regularly scheduled election by a vote of a majority of the board at a duly constituted meeting, a quorum being present. Prior to filling the vacancy, each board member will be provided information on each potential candidate.
(This is ARTICLE X in the current by-laws)
ARTICLE IX
COMMITTEES
Section 1-Nominating Committee (DELETED)
The nominating committee is being discontinued and nominations may be made by any member in good standing at elections.
Section 2-Special Committees
The board of directors may from time to time establish any special committees that it seems necessary and set the term of office and other rules of the operation said committee.
Section 3- Organization
The committee chairperson shall be responsible for presiding over committee meetings, conducting committee business and reporting on committee business, activities and recommendations to the board of directors at each regularly scheduled board meeting following a committee meeting.
Committees shall meet upon the call of the respective chair-people or the President.
This is ARTICLE XI in the current by-laws)
ARTICLE X -FINANCES
ARTICLE X -FINANCES
Section 1 – Fiscal Year
The fiscal year shall begin on September 1 and end on August 31 of each year.
Section 2- Banking- Deleted. (This was only about the cheques/checks requiring two signatures)
Section 3- Audits
If the board of directors determine that it is needed, they shall be empowered to cause an audit of the Bon Air Neighborhood Association, Inc. books and financial records, as well as an audit upon the change in the position of Treasurer.
(This is ARTICLE XII in the current by-laws)
ARTICLE XI-
NONDISCRIMINATION
The members, officers, at-large members, committee members, employees, and persons served by Bon Air Neighborhood Association, Inc. shall be selected entirely on a nondiscriminatory basis with respect to age, disability, ethnicity, familial status, gender, national origin, political affiliations, race, religion, sexual orientation, veteran status and all other categories providing nondiscriminatory treatment by law, statute or ordinance.
(This is ARTICLE XIII in the current by-laws)
ARTICLE XII-
INSPECTION OF CORPORATE RECORDS
All corporate records shall be open to inspection upon written request at reasonable times. Requests must be in writing and signed. The right to inspect shall include the right to make extracts or photocopies, the cost to be borne by the requester.
A request to inspect shall be delivered to the President, Secretary or other officer or agent designated by the board of directors not less than five (5) days before the date specified in the request for the inspection.
(This is ARTICLE XIV in the current by-laws)
ARTICLE XIII-
PARLIAMENTARY AUTHORITY
Roberts Rules of Order shall apply to all situations not covered by the articles of incorporation, by-laws or any special rules adopted by the board of directors.
(This is ARTICLE V in the current by-laws)
ARTICLE
XIV-AMENDMENTS
These by-laws may be amended by the membership upon formal notice given by any member at least 21 days in advance of a meeting of the general membership of his or her intention to propose a specific amendment. Adoption of such an amendment shall be by at least two-thirds of those members in good standing present and voting, a quorum being present at the time of the vote. Upon adoption, all amendments will become effective immediately.
Proposed amendments will be noted on the general meeting notifications as provided in Article VI, Section five (5)
Certificate of
Service
I, the undersigned do hereby certify that I am the duly elected Secretary of the Bon Air Neighborhood Association, Inc., a Kentucky non-profit corporation, and that the foregoing are the By-laws of said corporation as fully amended and adopted in a meeting of the board of directors on the __ day of _______ 2019.
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