Bylaws
MIDTOWN NEIGHBORHOOD ASSOCIATION
BYLAWS
(A Michigan Nonprofit Corporation)
Article I
Name and Geographic Boundaries
Section 1.01. The name of this corporation is the Midtown Neighborhood Association (hereinafter referred to as Midtown).
Section 1.02. Midtown is bordered on the north by I-196, on the east by the west side of Fuller Avenue, on the south by the north side of Fulton Street, and on the west by the first parcels of real property east of Union Avenue (not including those parcels located immediately adjacent to Union or that have a Union Avenue address) to the north side of Michigan Street, then west to College Avenue and north to I-196.
Article II
Mission Statement and Purposes
Section 2.01. Midtown unites neighbors in a volunteer capacity, builds pride in the neighborhood, and creates an attractive community in which to live, work and play.
Section 2.02. No part of the money or other property received by this corporation from any source, including its operations, shall be used directly or indirectly for the benefit of or be distributable to the officers, board members, Midtown members, trustees or other private persons, except that this corporation shall be authorized to pay reasonable compensation for services rendered and to make payments necessary for the furtherance of the purposes set forth in this Article.
Section 2.03 No substantial part of the activities of this corporation shall be lobbying or otherwise attempting to influence legislation, and this corporation shall not participate in any political campaign on behalf of or against any candidate for public office.
Section 2.04. All activities of this corporation shall be charitable, educational or religious as are permitted to be carried on by a corporation except from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (as it may be amended). This corporation shall not undertake any activities not permitted to be undertaken by a corporation exempt from federal tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (as it may be amended).
Article III
Membership
Section 3.01. Any individual sixteen (16) years of age, or older, who lives, owns property or operates a business within the boundaries of Midtown as outlined in Article I is a member of Midtown.
Article IV
Meetings and Voting Eligibility
Section 4.01. The Annual Meeting of Midtown shall be held in October of each year, on such day and at such time and place as shall be determined by the Board of Directors of Midtown. Members shall be given two (2) weeks advance notice of the meeting time and location. The purpose of the annual meeting shall be the election of the Board of Directors of Midtown, the election of the officers of the Board of Directors, the appointment of members to the various committees, and he transaction of any other business as may properly come before the Board of Directors.
Section 4.02. Regular meetings of the Midtown Board of Directors shall be held every third Monday of each month, with the exception of the months of August and December, when no regular board meetings shall be held. Other meetings of the Board of Directors may be held at such other times as dates as determined by the President of the Board of Directors or a majority of the Board members. These meetings shall be open to all members.
Section 4.03. Special Membership Meetings may be called at any time by the President of the Board of Directors, or by five (5) Board members, or by ten (10) members of Midtown through petition, duly signed by each member and presented to the President of the Board of Directors, or in the absence of the President, the Vice President of the Board of Directors. Members shall be given five (5) day’s notice of the meeting. The purpose of the meeting shall be stated and no other business shall be conducted.
Section 4.04. Members must be present at the annual meeting to be eligible to vote.
Article V
Board of Directors
Section 5.01. The Board of Directors shall consist of twelve Directors, four of whom shall serve as officers upon election to such office by the Directors. All the rights, powers, duties and responsibilities relative to the management and control of the property and affairs of this corporation shall be vested in the Board of Directors. These powers exist in the members of the Board meeting as a group and not in individual members except as such powers may be delegated by the Board. The Board of Directors owe a duty to exercise reasonable care and prudence in the administration of the affairs of this corporation and shall be responsible to disburse the funds and property received by the corporation only for the purposes for which they were received.
Section 5.02. All Directors shall serve a three-year term of office. This three-year term shall commence upon the Directors’ election to the Board of Directors at the October Annual Meeting. Directors shall serve until the end of the term for which they were elected or until their successor shall be duly elected and qualified and may vote in the election of a successor. The terms of office shall be staggered so that four Directors complete their terms of office each year.
Section 5.03. Any Director may resign at any time by giving written notice to the President of the Board of Directors. The resignation shall take effect on the date of receipt.
Section 5.04. Each Director shall be entitled to one vote on all matters before the Board of Directors. Except as otherwise provided by these Bylaws or by statute, all matters before the Board shall be decided by a majority of the Directors present at its meetings. The presiding officer shall not vote unless there is a tied vote.
Section 5.05. In addition to the duties identified in other sections of these bylaws, the Board of Directors shall approve or reject all appointments made by the President to chair Committees, receive reports from the Committees, fill all mid-term vacancies on the Board of Directors, and provide leadership. In the event of a vacancy on the Board of Directors due to any cause, any of the remaining Directors may recommend to the remaining Directors an individual to fill the vacancy for the remainder of the vacant term and any such individual recommended may be elected to fill the vacancy upon majority vote of the Directors.
Section 5.06. The presence of a majority of the Directors, in person, shall be necessary at each meeting of the Board to constitute the quorum necessary for the conducting of business. If fewer members are present, the actions taken by at the meeting shall be valid only if enough of the members who were absent sign a written consent, which shall be included in the minutes, and thereby provide support for the action by the majority of the Directors and if all Directors are provided with notice of the action.
Section 5.07. Any Director may be removed at any time for cause, including conduct injurious to the best interests of the corporation, by two-thirds (2/3) majority vote of the Directors of the corporation then in office. A Director will be automatically removed if he/she fails to attend two (2) consecutive board meetings without prior notice, or misses three (3) board meetings within a twelve-month period.
Section 5.08. Directors shall not be held personally liable to the corporation or its members for monetary damages for a breach of the Director’s fiduciary duties. This provision shall not eliminate or limit the liability of a Director for any of the following:
A. A breach of the Director’s duty of loyalty to the corporation or its members;
B. Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of state or federal law;
C. A transaction from which the Directors derived an improper personal benefit;
D. An act or omission occurring before January 1, 1988; or
E. An act or omission that is grossly negligent.
Section 5.09. The corporation assumes all liability to any person other than the corporation or its members for all acts or omissions of a Director occurring on or after January 1, 1998.
Article VI
Officers and Duties
Section 6.01. The principal officers of the corporation shall be the President, Vice President, Secretary and Treasurer of the Board. These officers shall be members of the Board and shall be elected by a majority of the Directors at the Annual Meeting. Each officer shall hold office until his or her successor has been elected at the next Annual Meeting, or until the officer becomes incapacitated, resigns, or is removed. Any officer may resign at any time by delivering a written resignation to the President of the Board, the Vice President or the Secretary. The acceptance of any such resignation, unless required by the terms of the resignation, shall not be necessary to make it effective.
Section 6.02. The President of the Board of Directors shall preside at all board meetings and executive committee meetings, appoint committee chairpersons subject to Board approval, submit reports at membership meetings, and perform all other duties appropriate to this office, including the management of the business and affairs of Midtown, the submission of an annual report for the preceding fiscal year, the signing of all documents on behalf of the corporation, the representation of the Board in all matter which the Directors have not formally designated another representative, and the implementation of all orders and resolutions of the Board. The President shall have such further powers and perform such other duties as the Board may determine from time to time.
Section 6.03. The Vice President shall perform all duties and exercise all powers normally vested in the President, upon the absence or incapacitation of the President, shall serve as an ex-officio member of all committees, shall receive reports from all committees and shall perform all other duties appropriate to this office. The Vice President shall have such additional duties as shall be delegated to the Vice President by the President.
Section 6.04. The Treasurer shall receive, deposit and account for all monies of Midtown, report to the Board at the Annual Meeting and all regular Board meetings regarding all the transactions of the corporation and the financial condition of the corporation, disburse funds on behalf of the corporation, and perform all other duties appropriate to this office. The Treasurer shall at all times act under the direction of an be responsible to the Board of Directors.
Section 6.05. The Board of Directors may appoint, by majority vote, any Director to perform the duties of an officer whenever, for any reason, it is impractical for the officer to act personally. An acting officer so appointed shall have the power and be subject to all the restrictions upon the officer to whose office the person is appointed, unless otherwise provided by resolution of the Board of Directors, and shall exercise such powers and perform such duties as shall be determined fro time to time by the Board of Directors.
Section 6.06. The Board may hire an Executive Director and other employees as may be required for the performance of its purposes. The Executive Director shall be an ex-officio, nonvoting, member of the Board. He or she shall be responsible for the planning and daily management of specified activities of the corporation in accordance with the policies of the Board and the decisions of the Executive Committee.
Article VII
Nomination and Election of Directors
Section 7.01. Elections for the Board of Directors’ terms to be filled will be conducted at the Annual Meeting in October.
Section 7.02. The Board of Directors shall establish a Nominating Committee consisting of three (3) Directors at the meeting preceding the Annual Meeting, for the purpose of encouraging, screening, nominating and otherwise assisting in the recruitment of new Directors or reelecting present Directors on the Board. The Committee and the Board will make a good faith effort to insure that the Board shall be representative of the entire membership of the neighborhood association, that the nominated persons are willing to actively serve as a Director of the corporation, and that the nominated persons are interested in the purpose and goals of the corporation.
Section 7.03. At the Annual Meeting, all members shall have one vote for each position to be filled and may vote for as many nominees s there are positions to be filled and the nominees receiving the greatest number of votes shall be deemed elected to the Board. If there is a tie between two or more nominees for the last position, then a new vote shall be taken between these candidates.
Article VIII
Committees
Section 8.01. Committees shall be established from time to time by the majority vote of the Board and shall include, but not be limited to, the following standing Committees: Personnel, Public Safety, Housing, Fund Raising and Nominating.
Section 8.02. The President, with Board approval, shall appoint the chairpersons of each Committee. The Chairperson of each Committee is responsible for recruiting members to serve on his or her respective Committee. The composition of each Committee shall consist of one or more Directors of Midtown, and any additional members who are not Directors. Each member of the Committees may be removed by the Board.
Section 8.03. Each Committee shall have and may exercise such powers as are delegated by the Board when establishing the Committee and shall have and may exercise such additional powers as conferred upon it by the Board; provided, however, that no Committee that is authorized by the Board to exercise any or all of the power or authority of the Board in the management of the business and affairs of the corporation. Furthermore, no Committee of the Board, including without limitation, an Executive Committee, shall have the power or authority to take any action which a Committee is prohibited from taking by law, the Articles of Incorporation of Midtown, or these bylaws.
Section 8.04. Each Committee member shall have one vote on all matters coming before the Committee.
Section 8.05. Each Committee shall keep regular minutes and records of its actions and report same to the Board of Directors when required by the Board. Each Committee shall deliver regularly to the Vice President of the Board copies of its minutes and records.
Article IX
Finance
Section 9.01. The President, Vice President and Treasurer shall be authorized to sign the checks of the corporation. Two (2) signatures are required on each corporation check.
Section 9.02. The fiscal year of the corporation shall begin on July 1 of each year and end on June 30 of the following year.
Section 9.03. A financial report will be prepared by the Treasurer of the Grand Rapids Alliance for Neighborhood Development, Inc., at the end of the fiscal year of submission by the Treasurer of Midtown to the Midtown Board of Directors. This report will be reviewed and approved by the Board of Directors.
Article X
Rules of Order
Section 10.01. The President, or, in his or her absence, the Vice President, shall preside over each meeting of the Board. The meetings may be conducted either informally or by Robert’s Rules of Order at the discretion of the presiding officer unless a majority of the Directors present request that Robert’s Rules of Order be followed.
Article XI
Amendments
Section 11.01. These Bylaws may be amended only by an affirmative vote of two-thirds (2/3) majority of the Board of Directors.
Article XII
Section 12.01. Upon the dissolution of Midtown, and after paying or making provisions for the payment of all the liabilities of Midtown, the Board of Directors of Midtown shall
dispose of all of the assets of the corporation by donating those assets to a charitable 501 (c)(3) status organization as determined by a majority vote of the Board.
I, Duane De Roo, the Secretary of the Midtown Board of Directors, do hereby certify that this document contains as accurate statement of the Bylaws of the Midtown Neighborhood Association, as amended at the February 28, 2005 regular meeting of the Midtown Neighborhood Association Board of Directors.