Bylaws of Neighbors First for Bywater

Established April 8, 2013

Article I. Name

The name of this association is Neighbors First for Bywater, herein after referred to as the Association.

Article II. Mission

Our mission is to preserve the historic architecture and character of the Bywater neighborhood, to promote green space and parks, and to give neighbors a voice in land use, density, zoning and any other issues that affect the quality of life in Bywater. We are in favor of maintaining our current low density* environment, limiting the heights of new construction and controlling changes in zoning that could have a negative impact on immediate neighbors while welcoming development that falls within these guidelines.

Article III. Boundaries

The boundaries of the association are the Mississippi River to St. Claude Ave. (including the Lake Side) and Press St. to the Industrial Canal.

Article IV. Membership

Section 4.01

Membership is open to any and all adults (18 +) residing in, owning property in,or owning business in Bywater located within the boundaries listed in Article III of these by laws.

Active Members: Individuals, businesses or organizations who own property or a business or reside within the boundaries set forth above and who have paid their annual dues. Members can be polled, but cannot vote in an election until 30 days after joining the Association. They may run for office, but cannot become candidates until 3 months after becoming members. Each member, business or organization shall have one vote.

Associate Members: Individuals, businesses or organizations that do not own property or a business or reside within the boundaries set forth in Article III. Associate members may attend membership meetings and participate on committees; however, they cannot vote.

Section 4.02 Dues

Annual dues are presently $5.00, but the Board of Directors may from time to time, as necessary, change the amount of the dues at a meeting which has been specifically announced for that purpose.

Article V. Meetings

Section 5.01 Regular Meetings

The Association will hold at least 4 regular meetings of the general membership each year, one of which will be the Annual Meeting.

Section 5.02 Special Meetings

A special meeting of the membership is a meeting to consider a single issue or a limited agenda. It may be called by The or 25% of the membership with a 7-day email notice.

Section 5.03 Committee Meetings

Committees of the Association may meet at other times to conduct committee business.

Section 5.04 Annual Meeting

The Association will hold its Annual Meeting in March of each year. The Officers and members of the Board will be elected at that meeting. The Treasurer will ensure a report of the Association’s revenue and expenditure for the previous 12 months.

Section 5.05 Time and Place of General Meetings

General meetings are the first Wednesday of every month at 7:00 p m. Time, place and frequency of meetings are subject to change, but will never be less than 4 meetings a year (see 5.01).

Section 5.06 Agenda

Subject to the approval of the Board, the President or a designee shall prepare the agenda for general meetings of the membership. Subject to Board approval once again, any member may add an item to the agenda by submitting the item in writing or via e-mail to a member of the Board at least 5 days in advance of the meeting, or by speaking with a member of the Board at least 5 days in advance of the meeting. The agenda will be announced on the website and sent to members via e-mail at least 3 days in advance of the meeting. The agenda may be amended thereafter as the Board deems appropriate.

Section 5.07 Attendance

All persons attending any type of Association meeting will sign an attendance log and the Secretary will keep the attendance logs for all meetings.

Section 5.10 Decisions

The Board governs the organization in accordance with the Mission Statement and these Bylaws.

Proposed changes or issues which affect the entire neighborhood (for boundaries, see Article 3) will be placed on the agenda of a general meeting with a 7-day e-mail notice to the members. Active members will be entitled to vote on them. This vote shall be binding on the Board.

Reasonable attempts will be made to poll immediate neighbors on proposed changes or issues affecting them. Immediate neighbors are defined as those residing on the square on which the change is located or within one block in each direction of the change in question.

Section 5.11 Nominations

Nominations for Officers and members of the Board for the upcoming year will be accepted from the floor at the meeting preceding the Annual Meeting. Any active member who has belonged to the Association for at least one month may nominate another active member (3-month membership) for any position, provided that person is willing.

The Board may also appoint a nominating committee to seek qualified candidates if it chooses. These must be presented at the nomination meeting.

Article VI. Officers and the Board

Section 6.01 Officers and Duties

The Officers shall be President, Vice President, Secretary or Secretaries, Treasurer and any other position agreed upon and voted on by the membership.

The President shall be the principal executive of the Association and shall generally supervise the business and affairs of the Association. The President, or a designee, will represent the Association at the meetings or events of other organizations. The President shall preside over all meetings of the general membership.

The Vice President shall assist the President as needed and preside over meetings of the general membership whenever the President is unable to do so. The Vice President shall perform the duties of the President should that ever be necessary.

The Treasurer shall be responsible for all funds and financial documents of the Association. The Treasurer will prepare accurate and timely financial reports to be presented at every meeting of the Board and at the Annual Meeting.

The Secretary shall be responsible for keeping records for all Association business that does not fall to another as well as all correspondence. The Board may see fit to divide this position into Recording and Corresponding Secretaries. In this case, each will be responsible for the appropriate records.

Section 6.02 The Board

A governing body known as the Board, with a maximum of 12 members, including the 4 (or 5, see Section 6.01) officers, will be elected by the general membership. The Board is responsible for the day to day business of the Association as well as decision making as outlined in Article V.

The Board should meet at times other than the general meetings, as needed. These meetings should be open to the general membership and announced to the general membership in advance via e-mail and the website. Minutes of these meetings will be published on the website and disseminated via e-mail to members in a timely fashion.

Section 6.03 Elections

These Officers and the rest of the Board shall be elected by a majority vote at the Annual Meeting. A secret ballot election will be used. All active members who have belonged to the Association for a minimum of 30 days may vote in these elections.

If the Annual Meeting is not held due to an unforeseen circumstance, the current Board will hold office until an election can be held.

Section 6.04 Terms

The terms for all offices shall be for one year beginning with the first day of the month following the election.

Section 6.05 Vacancies and Removal from Office

Any Officer or Board member may be removed by a two-thirds vote of members of the Association present at a general or special meeting for which e-mail notice thereof has been given at least 7 days prior to the meeting.

Vacancies will be filled by a majority vote at the next general meeting. The Board may nominate someone if it chooses. Nominations shall also be taken from the floor on the night of that meeting.

Article VII. Committees

Both Standing and Ad Hoc Committees may be formed to address neighborhood business of the association. The President and the Secretary shall form committees and appoint chairs as needed. Committee chairs shall be responsible for the recruitment of committee members.

Article VIII. Majority Vote Rules

Majority Vote rules apply to general elections and issues to be voted on by the general membership with exceptions noted above. There are no proxy votes.

Whenever possible polling of the active membership will take place at general meetings for decisions then relegated to the Board (see Section 5.08).

Article X. Quorum

Section 10.01 Definition of “Quorum”

A quorum is the minimum number of active members required to be present before association business can be voted on.

Section 10.02 Quorum at Membership Meetings

The members present at any properly announced general meeting shall constitute a quorum at such a meeting.

Section 10.03 Quorum at Board Meetings

Board meetings require 60% attendance for a quorum.

Article XI. Finances

Section 11.01 Review

The financial records shall be presented to the membership at the Annual Meeting.

Section 11.02 Expenditure Limitations

Within a 30-day period, total expenditures of not more than $300.00 can be approved by two among the three following positions: the President, the Treasurer and the Chair. Expenditures beyond that amount will require Board approval.

Section 11.03 Expenditure Process

The Treasurer is accountable for all expenditures of the Association and must keep good records, including receipts, to back up every transaction. Checks will be signed by the Treasurer or the Board’s designee.

Article XII. Public Representation

Public representation of the Association must have the approval of the Board or the membership.

Article XIII. Conflict of Interest

If a member (or someone in a member´s family, a member´s companion, or anyone with whom a member has a financial relationship) has a financial interest in any issue or matter that comes before the Association, it must be disclosed and the member shall abstain from voting thereon.

Article XIV. Political Endorsements

There shall be no political endorsements of individual candidates, tickets, political parties or groups.

Article XV. Procedures/Rules of Assembly

The Association and its Board shall be ruled by the Articles of Incorporation and the Bylaws.

Article XVI. Ratification and Amendments

These Bylaws may be altered or amended by an affirmative vote of a majority of the membership present at any regular membership meeting provided that email notice to amend was given at least 14 days prior to the meeting and the intention of voting on the Bylaws is placed on the notice. Proposed amendments may be submitted by the Board or a petition of two-thirds of the active members.

*Since this was written the city has technically designated Bywater as a “medium density” neighborhood.