Bylaws of the Neighborhood Association

ARTICLE I
PURPOSE
The purpose of this organization is to engage in any lawful activity not prohibited for tax-exempt, non-profit corporations; in particular those activities which shall ensure maintenance of the character and integrity of the single-family residential character of the area represented, and improve the overall appearance, security, and quality of life enjoyed by its residents.

ARTICLE II
AREA
The area served by this organization shall include the Capital Heights Neighborhood encompassed by:

Government Street on the north
Claycut Avenue on the south
Jefferson Highway on the east
Acadian Thruway on the west

ARTICLE III
MEETING OF MEMBERS
1. Annual Meeting. An annual meeting of the membership of the Association shall be held each year for the purpose of transacting such business as may come before the meeting. Said meeting shall be held at a place designated by the Board of Directors. The Board of Directors shall give written notice of the date, hour, and place of the meeting to all members of the Association a reasonable amount of time before said meeting, but in no event less than 48 hours before said meeting.
2. Special meetings. Special meetings of the general membership may be called by the Board of Directors with appropriate written notice to be given designating the date, hour and place of the meeting, said notice to be given at least 48 hours before the time specified for said meeting. In addition to the foregoing, any two officers of the Association may call a special meeting and give notice of same in the manner designated above.
3. Voting. Only dues paying members may vote. Voting shall be by members personally voting or by written proxies handed to the secretary in advance of the meeting for verification of membership. A proxy may only be held and voted by a member of the Association. Voting shall be by a show of hands, except that upon request of 10% of the members present, any vote shall be taken by written secret ballot. Nominees must be dues paying members.
4. Quorum. A quorum shall consist of 10% of the active, dues paying membership of the Association present or represented by proxy. No business may be validly transacted unless a quorum is present in either of the manners specified above.

ARTICLE IV
BOARD OF DIRECTORS
1. Number and Tenure. The number of directors shall be at least four (4). Directors shall hold office for two year terms. After their tenure is up, board members may run for another term.
2. Meetings. Meetings of the Board of Directors shall be held monthly. Special meetingsmay be called by the President by written notice to the remainder of the Board or by any two (2) members of the Board of Directors who shall give notice to the remainder of the Board.
3. Quorum and Manner of Acting. Three (3) members of the Board of Directors shall constitute a quorum for the transaction of business. The Board shall act by the majority of vote of the Directors present constituting a quorum. Any action which may be taken at a meeting of the Board of Directors may be taken by a consent in writing signed by all of the Directors and filed with the minutes of the Board. Board of Directors meetings and voting may take place via teleconference or email.
4. Vacancy. Any vacancy occurring in the Board of Directors shall be filled temporarily by the Board until the next annual meeting of the general membership of the Association.
5. Removal. Any Director may be removed for cause at any time by a majority vote of the Board of Directors at a meeting which has been called with 48 hour prior notice for the stated purpose of the removal of said Director.

ARTICLE V
OFFICERS
1. Officers. The officers of the association shall be a President, Vice-President, Secretary, and Treasurer. Only active members of the Association may be officers. Officers shall be elected by and from the Board of Directors.
2. Election and term of Office. After approval of the bylaws, officers shall be elected by the Board of Directors at the first meeting of the Board of Directors following each annual meeting and shall serve a term of two years.
3. Powers and Duties. The powers and duties of the several officers of the association shall be acts traditionally associated with said officers. Notwithstanding any of the foregoing, the said officers shall serve at the pleasure of the Board of Directors of the Association.
4. Election of Directors. Directors shall be elected at the annual meeting which shall be held as specified hereinabove. A slate of nominees shall be presented to the general membership of the Association by a nominating committee appointed by the then existing Board of Directors. Additional nominations may be made from the floor at the said annual meeting. Only dues paying members in good standing may be on the board.
5. Manner of elections. Directors shall be elected by a plurality of those voting in person or by proxy.

ARTICLE VI
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
The Neighborhood association shall be governed by the executive board. The Board of Directors shall have the powers and duties associated with running the affairs of the Association. Without in any way limiting the generality of the foregoing, the Board of Directors shall have power and duty to formulate policy with regard to such matters as zoning, beautification, public works, public services, education, parks and recreational matters, security, law enforcement, and related matters of interest or concern to the general membership of the Association. The Board of Directors or its designees shall have the authority to speak for and on behalf of the Association.

ARTICLE VII
COMMITTEES
The Board of Directors shall appoint such committees, standing or special, as shall be necessary and appropriate. No member of the Association shall be denied membership on a committee of interest to said member.

ARTICLE VIII
MEMBERSHIP
Membership in the association shall be on a calendar year and shall be limited to one vote for each single-family dwelling unit or property owner located within the geographical area defined above, based upon receipt of dues. Said dues shall be set from time to time by the board and shall be required to have been received at or prior to the annual meeting to entitle the single-family unit or lot owner to its one vote for the election of directors and other matters considered by the general membership at the annual meeting.

ARTICLE IX
DUES
Active members of the association shall pay dues as determined by the Board of Directors on an annual basis.

ARTICLE X
CHECKING AND SAVINGS ACCOUNTS
The board of directors shall be authorized to open such checking, savings, and other accounts as necessary to conduct the financial situations of the corporation, with checks of the corporation requiring signatures of two directors or officers as designated by the board of directors as a requirement for expenditure of funds. A treasurer’s report shall be rendered to the board of directors at board meetings and shall be rendered by the treasurer at the annual meeting of the general membership.

ARTICLE XI
AMENDMENTS TO THESE BYLAWS
These bylaws may be altered, amended, repealed or added to by an affirmative vote of at least 10% of the members present at an annual meeting, assuming the presence of a quorum. A copy of proposed amendments must be distributed, either written or electronically, to the membership at least 2 weeks prior to the annual meeting.

ARTICLE XII
DISSOLUTION OF THE CORPORATION
At such time as a voluntary or involuntary dissolution of the corporation and distribution of the assets is made, such assets shall be disposed of in accordance with the Articles of Incorporation consistent with the Internal Revenue Service rulings in regard to non-profit, tax-exempt, corporations.