Amended October 18, 2010
ARTICLE I – NAME
The name of the corporation is Belmont-Hillsboro Neighbors, Inc.
ARTICLE II – OBJECT
To unite all the residents of our neighborhood in one interracial, multi-class organization, bring them into closer and more frequent contact with each other, and encourage them to plan and work together. Our neighborhood is bounded by Magnolia Boulevard on the North, 12th Avenue South on the East, Interstate 440 (formerly known as the old Tennessee Central roadbed) on the South, and Hillsboro Road on the West.
To make this a good neighborhood for everyone by preserving its residential character and by seeking policies of zoning and codes enforcement which will preserve such a character. To specifically oppose the legal or illegal encroachment of commercial development in presently residential areas of our neighborhood.
To give all possible help to residents of the neighborhood in maintaining and improving the condition of their homes and yards.
To work as a group and in cooperation with the Fair Housing Foundation, legal aid organizations, and the U.S. Department of Justice to keep housing opportunities open to all and to preserve the heterogeneity of the neighborhood.
To act as a channel of information concerning public hearings and legal suits involving the neighborhood, to testify at such hearings and trials at the discretion of the Steering Committee, and to bring suit where necessary to further the purposes of the corporation and to raise funds to pay for legal services that may be needed in connection with such efforts.
To encourage people who are sympathetic with the purposes of Belmont-Hillsboro Neighbors to move into the neighborhood with continued diversity as the chief goal.
To promote good relationships between people with different backgrounds, to work to reduce any tensions that might arise, and to help develop a style of life that can be congenial to all in the neighborhood.
To cooperate and affiliate in appropriate ways with other local, state or national organizations having compatible goals.
To promote the general welfare of the community by engaging in other activities, not for profits, and furtherance of the foregoing purposes.
This organization shall be organized exclusively for charitable and educational purposes as described in Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law.
ARTICLE III – HEADQUARTERS
The headquarters of this corporation shall be located at such place as the Steering Committee may from time to time determine.
ARTICLE IV – MEMBERSHIP OF THE CORPORATION
Section One: Full membership shall be open to all persons of the area designated in the Charter who are 18 years of age or older, agree with the purposes of this Corporation, and pay the annual dues.
Section Two: Affiliate membership may be held by any person outside the boundaries established in the Charter, but who agrees with the purposes of the Corporation and pays the annual dues. An “affiliate member” may not be a voting member of the Corporation and may not be an officer in the Corporation.
Section Three: The amount of annual dues shall be set and adjusted by the Steering Committee as it may from time to time determine.
Section Four: Membership shall cease upon failure to pay annual dues as stipulated in the By-Laws.
ARTICLE V – STEERING COMMITTEE
Section One: The Steering Committee shall conduct and manage the affairs of the Corporation. Public statements shall be made, litigation shall be supported and other action shall be taken on behalf of and in the name of the Corporation only upon the authorization of the Steering Committee.
Section Two: The Steering Committee shall consist of the following members of the Corporation: Members of the Steering Committee, from whom Officers will be duly elected, and past presidents of the Corporation. Members of the Steering Committee shall be elected by a majority of the membership of the Corporation present at the Annual Meeting of the Membership of the Corporation, after nominations from the floor. Nominees for Members of the Steering Committee shall be voted on individually, and those members of the Corporation, not to exceed ten (10), receiving the highest number of votes above a majority shall be elected or re-elected to serve a three (3) year term. The Steering Committee shall, at its last meeting preceding the Annual Meeting, review the membership of the Committee, and remove any inactive Member.
Section Three: Chairpersons of subcommittees and task forces cooperating with the organization for the fulfilling of its purposes shall be elected by the membership of the respective subcommittee, or in the alternative, appointed by the President, at the first meeting of the subcommittee following the Annual Meeting of the Membership of the Corporation.
Section Four: If a Member of the Steering Committee is absent from three (3) meetings of the Steering Committee during one (1) year without notifying the President or Recording Secretary, he/she shall cease to be a Member of the Steering Committee.
Section Five: One-half (1/2) of the Members of the Steering Committee shall constitute a quorum. A meeting having less than a quorum shall be insufficient to pass any motion or otherwise bind the Steering Committee, and the meeting may be adjourned.
Section Six: Only those Members of the Steering Committee present at the time of the debate and when a vote is taken may vote on any issue or in any election. An affirmative vote by a simple majority of Members present, constituting a quorum, is sufficient to pass a motion or otherwise bind the Steering Committee. No proxy or alternative voting is permissible, except as otherwise provided herein.
Section Seven: The President of the Corporation shall be a member of the Steering Committee and shall preside at the meetings of the Committee. The Vice-President of the Corporation shall preside at the meetings of the Committee in the absence of the President. The Secretaries and Treasurer of the Corporation shall be members of the Steering Committee.
Section Eight: Regular meetings of the Steering Committee shall be set by the Committee. The Steering Committee shall meet for special meetings when called into session by the President by his/her own initiative or upon written request of five (5) Members of the Steering Committee. Seven (7) days written notice shall be given to all Members of the Steering Committee before any special meeting of the Committee. The time requirement, the written requirement, or notice itself may be waived by a simple majority of all Committee members.
Section Nine: Electronic meetings of the Steering Committee may be called by the President, on his/her own initiative, under special circumstances requiring prompt and decisive action by the Steering Committee that cannot reasonably be achieved by any other procedural means set forth herein. In the President’s initial notice of such a meeting, he/she shall specify a reasonable amount of time, with a definitive deadline, during which Members of the Steering Committee must respond. Any vote, or decisive action otherwise binding or intended to bind the Steering Committee, conducted during an electronic meeting requires the participation and/or response of at least one-half (1/2) of the membership of the Steering Committee, a quorum. An affirmative vote by a simple majority of all those participating or responding, constituting a quorum, prior to the specified deadline is sufficient to pass a motion or otherwise bind the Committee.
ARTICLE VI – MEETINGS OF THE CORPORATION
Section One: An Annual Meeting of the Membership of the Corporation shall be held in October at such place and time and on such date as the Steering Committee shall determine, of which the Committee shall provide timely notice thereof.
Section Two: Other meetings of the Corporation may be called from time to time by the President on his/her own initiative or shall be called by the President upon majority vote of the full membership of the Steering Committee.
Section Three: Special Meetings of the Corporation shall be called by the President on receipt of a written request from twenty-five (25) members of the Corporation, who are in good standing with annual dues paid and current, stating the chief purposes for such a meeting.
Section Four: Seven (7) days of written notice by mail shall be given to all members of the Corporation before the Annual Meeting of the Corporation. Sufficient notice shall be given to all members of the Corporation before other or special meetings of the Corporation by means reasonably relied upon to provide such proper and timely notice.
Section Five: Fifteen percent (15%) of the full membership of the Corporation shall constitute a quorum of the membership. Any meeting having less than a quorum shall be insufficient to pass any motion or otherwise bind the Corporation, and the meeting may be adjourned.
Section Six: Decisions concerning the policies and actions of the Corporation shall require a majority vote of all members present, constituting a quorum, at any meeting.
Section Seven: Previous decisions of the Steering Committee may be reversed or modified by a two-thirds (2/3) vote of the membership of the Corporation present at any meeting of the Corporation, constituting a quorum.
ARTICLE VII – OFFICERS OF THE CORPORATION
Section One: The officers of the corporation shall consist of a President, Vice-President, Recording Secretary, Corresponding Secretary, and Treasurer.
Section Two: Officers shall be nominated from the membership of the Steering Committee by a majority vote of the full membership of the Committee at its first meeting following the Annual Meeting of the Membership of the Corporation. From those members of the Steering Committee so nominated, the officers shall be elected by a majority vote of the full membership of the Steering Committee at the January meeting immediately following the Annual Meeting. A separate vote shall be taken by the Steering Committee for the election of each officer.
Section Three: The officers shall hold their respective office for one (1) year or until their successors are duly elected and qualified. In the event of a vacancy, the Steering Committee shall elect, by majority vote of the full membership of the Committee, a person to fill the unexpired term.
Section Four: The President shall preside at all meetings of the membership of the Corporation and all meetings of the Steering Committee and shall exercise such other duties as may be relevant to the office and as prescribed by the Steering Committee.
Section Five: The Vice-President shall preside during the Chair’s absence, assume the duties of the Chair in the event the Chair is unable, and organize the Annual Meeting of the Membership of the Corporation and the annual holiday party. The Vice-President shall perform such other duties as may be relevant to the office and as prescribed by the Steering Committee.
Section Six: The Recording Secretary shall keep minutes of all meetings of the membership of the Corporation and of the Steering Committee, and shall provide all notices required by the By-Laws. The Recording Secretary shall exercise such other duties as may be relevant to the office and as prescribed by the Steering Committee.
Section Seven: The Corresponding Secretary shall be responsible for keeping in touch with national, state and other local groups having goals compatible with the Corporation. The Corresponding Secretary shall exercise such other duties as may be relevant to the office and as prescribed by the Steering Committee.
Section Eight: The Treasurer shall: serve as Chair of the Steering Committee’s Finance subcommittee; maintain all bank accounts and financial records of the Corporation; prepare and present financial reports to each meeting to each meeting of the Steering Committee and the membership of the Corporation and submit financial reports and/or information as required; advise and assist the corporation and Steering Committee with all things financial; make all financial reports and records of the Corporation available to any Officer or member of the Finance subcommittee upon request; and, perform such other duties as customarily belong to the office. The Treasurer may delegate agent(s), with the approval of the Steering Committee, to carry out any of the above responsibilities, including but not limited to, a bookkeeper and/or the President.
ARTICLE VIII – COMMITTEES AND PERSONNEL
The Steering Committee shall establish such subcommittees and employ and engage such personnel as, in its judgment, will best promote the purposes and objectives of this Corporation.
ARTICLE IX – RULES OF ORDER
Except as provided in the By-Laws, the conduct of all meetings shall be governed by “The Model Rules of Order of the League of Women Voters.”
ARTICLE X – AMENDMENTS
These By-Laws may be amended or repealed by a three-fourths (3/4) vote of all members present at any meeting of the Corporation, constituting a quorum, after fourteen (14) days notice of the proposed amendment has been given to all members of record of the Corporation by mail. The Recording Secretary of the Corporation shall give notice of such proposed amendment/s or repeal upon resolution adopted by a two-thirds (2/3) vote of a quorum of the Steering Committee. The Recording Secretary of the Corporation shall also give notice of any amendment or repeal proposed by any ten (10) members upon written request of such Members and payment in advance by such Members of all costs in preparing and mailing such notice.
ARTICLE XI – ADOPTION OF CHARTER AND BY-LAWS
At the meeting of the organizers called for the purpose of adopting the Charter and By-Laws and for the determination of the first Steering Committee, the voting on such matters shall be by three-fourths (3/4) of the organizers present in person at such meeting. The proposed Charter and By-Laws shall be mailed to all such organizers at least one (1) week prior to the date of said meeting.
These By-Laws of Belmont-Hillsboro Neighbors, as amended, were approved by the Steering Committee on the 13th day of September, 2010 and by the Membership of the Corporation on the 18th day of October, 2010.