BYLAWS

of

Highlands Douglass Neighborhood Association Inc.

Article I

Name and Purpose

The name of the corporation is the Highlands-Douglass Neighborhood Association, Inc. (the “Corporation”). The purposes of the Corporation shall be:

1. To unite residents and property owners in the Highlands-Douglass Community (the “Community”);

2. To promote neighborhood harmony;

3. To promote beautification;

4. To represent the Community before public and private agencies/gathers;

5. To assist the neighborhood in understanding and making decisions about its collective future and/or responses with respect to proposed changes in zoning, development or other matters that could affect the nature and character of the neighborhood; and

6. To promote Community activities of a civic, education or artistic nature, including an annual Jazz concert in or relating to the Community, all subject to the discretion and approval of the board of directors of the Corporation (the “Board of Directors”).

Article II

Membership

Membership in the Corporation shall consist of two (2) classes: 1) Resident Membership and 2) Business Membership.

Resident Membership

Resident membership in the Corporation shall consist of those persons who: 

1. reside or own real property within the boundaries set forth in the map attached hereto as Exhibit A;

2. have applied for or indicated a desire to be members of the Corporation; and

3. otherwise are in compliance with any membership requirements, including dues or assessment requirements, imposed by the Board of Directors.

Any former resident of the Highlands-Douglass neighborhood, who was previously a member of the Corporation and ceased to qualify as a member due to his or her moving out of the area indicated in Exhibit A, but who remain active in the Corporation, can be designated as members emeritus of the Corporation by vote of a majority of the Board of Directors to serve in an advisory capacity for the Board of Directors. These members may sit on committees of the Corporation and vote, but cannot serve as the chair of the committee.

Business Membership

Business membership in the Corporation shall consist of:

a) businesses and commercial entities who apply for or indicate a desire to be Business Members of the Corporation; and

b) such businesses and commercial entities as have applied for or indicated a desire to be Business Members of the Corporation and have been approved for membership by a 75% majority of the Board of Directors of the Corporation; and

c) otherwise are in compliance with any requirements of Business Membership, including dues or

assessment requirements, imposed by the Board of Directors.

Business Members shall be non-voting members of the Corporation and shall not be entitled to serve on the Board of Directors. All further Rights, Privileges and Obligations of Business Members, including annual dues, shall be set forth by the Membership Committee for approval by the Board.

The Corporation reserves the right to revoke the membership of any Business at any time for any reason by a simple majority vote of the Board. In such cases, the Business will be informed of the revocation via certified letter, refunded any dues prorated for the year, and required to remove any membership insignia of the Corporation from its premises.


Rights of Membership

Members shall be entitled to elect the Board of Directors at the annual meeting. Members shall receive notice of the annual and any special meetings of members of the Corporation as provided below. Members shall be entitled to sit for the position as a Director on the Board.

Article III

Directors

General Powers

The business and affairs of the Corporation shall be managed by its Board of Directors. In fulfilling its duties, the Board of Directors shall:

  • Provide leadership and advocacy for the neighborhood and its members

  • Provide oversight of the Neighborhood Strategic Plan

  • Receive and review reports

Number

The number of Directors of the Corporation shall be eighteen (18), but may be increased or decreased by a vote of the majority of the then serving members of the Board of Directors (“Directors”).

Tenure

Directors each shall serve for a three-year term such that if the Board of Directors consists of 18 members six (6) Directors shall be elected at each such annual meeting. Each Director shall continue as Director until the earlier of such time as the annual meeting at which his or her term expires and until his or her successor has been elected and qualified. Directors may serve for successive terms.

Qualifications

Directors must be members of the Corporation.

Elections

At the Annual Meeting of the Membership as described in Article IV below, the vacancies shall be filled through a balloted selection process as agreed to by the Board of Directors at the meeting immediately preceding the Annual Meeting of the Membership. These members shall take the seats at the annual meeting as full members of the Board of Directors and shall receive a copy of the Bylaws and copies of the current calendar year’s meeting summaries.

Removal

Any Director may be removed at any regular or special meeting of the Board of Directors, with cause, by vote of seventy-five percent (75%) of the members of the then serving members Board of Directors. Upon such removal, the resulting vacancy shall be filled by the remaining Board of Directors. Any Director who misses two consecutive meetings without prior notification to the President of the Board of Directors, will be removed from the Board of Directors, unless otherwise determined by the Board of Directors.

Resignation and Termination

A Director may resign at any time. His or her resignation shall be effective upon its receipt by the President of the Corporation provided that if it is the President that is resigning his or her resignation shall be effective upon its receipt by any other officer of the Corporation. In addition, any Director shall automatically cease being a member of the Board of Directors at such time as he or she ceases to be a member of the Corporation, provided that if such membership ceases solely due to his or her failure to pay dues or other amounts owed to the Corporation then his or her membership shall not cease until the President or Treasurer specifically gives notice to such individual (in person or by certified or registered mail) of the amount due and payment is either refused or not made within 10 business days or receipt of such notice.

Vacancies

Should a vacancy occur on the Board before completion of a term, that position may be filled by the remaining Board of Directors for the unexpired portion of term.

Compensation

No Director shall receive compensation for his or her services as a Director.

Informal Action

Any action required by law to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent, in writing, setting forth the action so taken shall be signed by all the Directors. Such consent shall have the same effect as a unanimous vote.

Conflict of Interest

No Director of the Board of Directors shall vote when the action to be voted upon, directly or indirectly, provides the Director or Director’s employer with a financial benefit or with funding coordinated by the Corporation.

This section shall not preclude a Director from acting on general appropriations or general plan activities promoted by the Corporation as whole.

The following procedure shall be used:

  1. When applicable a Director shall declare the existence of a “conflict of interest” or an appearance of a “conflict of interest” and abstain from voting; and,

  2. The declaration shall be entered into the official minutes of the meeting.

A vote on any matter when a declaration is made, in accordance with this subsection, shall be followed as outlined within these bylaws without counting the vote of the declaring member. For those votes based on a percentage of those present, the Director shall be deemed absent for that vote. For those votes based on a percentage of the Director’s seats at that time, the seat count shall be reduced by the number of Directors who declare a conflict of interest. In the event that a Director does not meet the foregoing requirements, the vote of such Director with respect to any matter which he or she has a “conflict of interest” or an appearance thereof shall be disregarded and shall not invalidate any matter otherwise properly approved by the Board of Directors but for such disregarded vote.

Article IV

Meetings

An annual meeting of the membership of the Corporation shall be held within the first 45 days of the start of a new fiscal year each year at a time and place within Louisville, Kentucky as designated by the President of the Corporation. At the annual meeting of members, the membership shall elect Directors as provided above and address any other business as may properly come before the membership. No notice of the business to be transacted need be included in this meeting of the membership. However, the following items shall be conducted at the Annual Meeting:

  1. elect officers of the Corporation

  2. review all annual reports of the Corporation

  3. address any other business as may properly come before the meeting.

If, for any reason, the Annual Meeting shall not be held during the time hereinbefore designated, such meeting may be called and held as a special meeting, and the same proceedings may be had treated as an Annual Meeting, provided, however, that the notice of such meeting shall be the same herein required for the Annual Meeting, namely not less than a ten-day notice.

Special Meetings of the membership

Special meetings of the membership may be called by ether:

  1. the President;
  2. a majority of the Board of Directors (50% plus one) (if the board maintains eighteen (18) members the majority would be ten (10) members); or,
  3. Upon written request of fifteen (15) or more of the members, mailed to and/or received by the President.

This meeting shall be held at a time and place within Louisville, Kentucky as designated by the President. The business to be transacted at a special meeting shall be specified in the notice of any such meeting. Any notice mailed to the President shall be by first class mail, return receipt requested.

Meeting of the Board of Directors

The Board of Directors shall meet, except in January, the first Wednesday of each month. These monthly meetings may be moved from the first Wednesday, at the vote of the majority of the Board of Directors present at the preceding meeting monthly meeting. The meetings shall take place in Louisville, Kentucky at time and location designated by the President.

Special Meeting of the Board of Directors

Special meetings of the Board of Directors may be called by or at the request of the President or of the Vice President, and shall be called by the President upon the written request of a majority of the Directors in office. The person or persons authorized to call special meetings of the Board of Directors may fix any place in Louisville, Kentucky, as the place for holding any special meeting of the Board of Directors called by them.

Meeting Notices

Notice of the annual or any special meeting of the membership shall be given at least ten (10) days prior the date of the called meeting. Notice of any special meetings shall be given at least three (3) days prior thereto. The notice shall state the time and place of the meeting. Notices of the Annual Meeting or any special meeting shall be by written notice delivered personally, by facsimile transmission, e-mailed or mailed by or under the supervision of the Secretary to the member’s address as indicated on the Corporation’s membership roll. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a properly addressed, postage prepaid envelope. If notice is given by e-mail or facsimile, such notice shall be deemed to be delivered when sent to the e-mail address or fax number on the records of the Corporation. Any notice for a special meeting of the Board of Directors or members must state the reason(s) for such a meeting. No notice of the purpose of any regular meeting of the Board of Directors or the Annual Meeting of the members need be given.

Waiver of Meeting Notices

Any m ember may waive notice of any meeting. The attendance of a member at any meeting shall constitute a waiver of notice of such meeting, expect where the member attends a meeting for the sole purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Quorum

Membership Annual Meeting: The presence of at least five percent (5%) of the Corporation shall constitute a quorum for the transaction of business at any meeting of the membership.

Monthly Board Meetings: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Voting

Voting by proxy shall not be permitted. However, Directors may attend meetings of the Board of Directors by telephone.

Annual Meeting: If there are more than two (2) candidates for a Director position, such Director may be elected by a plurality.

Process for Decision-Making

Member Meetings: The act of a majority of the members of the corporation, five (5%), present at a meeting at which a quorum is present shall be the act on behalf of the Membership.

Board Meetings: The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Article V

Officers

Classes

The offices of the Corporation shall be a President, Vice President, Secretary and Treasurer, and such other officers whose duties may be fixed from time to time by the Board of Directors and who are to be elected in accordance with the provisions of this article. Any two offices may be held by the same person, except the President shall not hold any other such office. The President, Vice President, Secretary and Treasurer shall constitute the Executive Committee of the Board of the Directors.

Executive Committee

The primary responsibility of the Executive Committee is to:

  • Increase efficiency of the activities of the Board of Directors
  • Monitor internal communication
  • Look ahead at change and opportunities facing the Board of Directors and the Community
  • Articulate and make recommendations to the Board of Directors regarding policy development, changes and practice
  • Serve as key spokespersons for the Board of Directors
  • Set the Board of Director monthly meeting agendas

President. The President shall preside at all meetings of the Board of Directors and of the members. He or she shall perform all duties typically incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Vice President. In absence of the President or in the event of his or her inability or refusal to act, the Vice President shall perform the duties of the President and when so acting, shall have all of the powers and be subject to all of the restrictions upon the President. The Vice President shall serve as President- Elect, unless otherwise agreed to by the Board of Directors. The Vice President shall also perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

Secretary. The Secretary, shall except as otherwise determined by the President, (a) keep the minutes of the Board of Directors’ meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records; and, (d) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

Treasurer. If required by the Board of Directors, the Treasurer shall: (a) have charge and custody of and be responsible for all funds of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever; (c) deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories a shall be selected in accordance with the provisions of these Bylaws; and (d) in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

Election and Term of Office

Each officer shall hold office for a one-year term or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. The officers of the Corporation shall be elected every year by the Board of Directors at the Annual Meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as shall be convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of the Directors.

Qualifications

Officers of the Corporation must be both members of the Corporation and Directors, unless otherwise determined by the Board of Directors.

Removal

Any officer may be removed at any regular or special meeting of the Board of Directors, with cause, by vote of a majority of the members of the then serving members Board of Directors. Upon such removal, the resulting vacancy shall be filled by the remaining Board of Directors.

Resignation and Termination

An officer may resign at any time. His or her resignation shall be effective upon its receipt by the President of the Corporation provided that if the resigning officer is the President such resignation shall be effective upon its receipt by any other officer of the Corporation. In addition, any officer shall automatically cease being an officer of the Corporation at such time as he or she ceases to be a member of the Corporation, provided that if such membership ceases solely due to his or her failure to pay dues or other amounts owed to the Corporation then his or her membership shall not cease until the President or Treasurer specifically gives notice to such individual (in person or by certified or registered mail) of the amount due and payment is either refused or not made within 10 business days or receipt of such notice.

Vacancies

A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filed by the Board of Directors for the unexpired portion of the term.

Rules

The Board of Directors shall adopt rules for its own governance not inconsistent with these Bylaws. If no specific rule is adopted the Board of Director will follow Roberts Rules of Order.

Compensation

No officer shall receive compensation for his or her services as an officer of the Corporation.

Article VI

Committees

Standing Committees

The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, each of which shall consist of two or more Directors, which committees, to the extent permitted by law and to the extent provided in said resolution, shall have the right to exercise the authority of the Board of Directors in the management of the Corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, of any responsibility imposed upon it or him by law.

The following are standing committees of the Board:

  1. Executive Committee (e.g., HDNA Strategic Plan, Finance, Outreach);
  2. Events;
  3. Communication (e.g., newsletter, webpage);
  4. Safety and protection (e.g., code compliance);
  5. Beautification (e.g. landscaping and maintenance of community gardens and related projects); and
  6. Membership (e.g., residential, business, outreach)

Ad-hoc Committees

Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Members of such committees, who need not be Directors, shall be appointed by the Board of the Directors.

Term of Office

Each member of a committee shall continue as such until his or her death, resignation or the first meeting of the Board of Directors immediately following the next Annual Meeting of the members of the Corporation, or if later, until his or her successor is appointed, unless the committee shall be sooner terminated.

Meetings

Committees, whether standing or ah-hoc shall meet when called by the Chair of such committee or as requested by the President or the Board of Directors. All committees shall keep minutes of their proceedings.

Committee Chairpersons

One member of each committee shall be appointed the Chairperson of such committee, which person shall be elected by a majority of the members of such committee. The Chairperson will provide reports to the board about the progress of their committee.

Qualifications

Members of ad hoc committees must be members of the Corporation unless otherwise determined by the Board of Directors.

Removal

Any ad hoc committee member may be removed, with or without cause, by the Board of Directors at any regular or special meeting of the Board of Directors. Upon such removal, the resulting vacancy shall be filled by the remaining Board of Directors.

Resignation and Termination

An ad hoc committee member may resign at any time. His or her resignation shall be effective upon its receipt by the President of the Corporation provided that if the resigning person is the President such resignation shall be effective upon its receipt by any other officer of the Corporation. In addition, any ad hoc committee member shall automatically cease being a committee member at such time as he or she ceases to be a member of the Corporation, provided that if such membership ceases solely due to his or her failure to pay dues or other amounts owed to the Corporation then his or her membership shall not cease until the President or Treasurer specifically gives notice to such individual (in person or by certified or registered mail) of the amount due and payment is either refused or not made within 10 business days or receipt of such notice.

Vacancies

Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Quorum

Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Rules

Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board of Directors. If no specific rule is adopted by the committee, the committee will follow Roberts Rules of Order.

Article VII

Contracts, Loans, Checks and Deposits

Contracts

The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instruments in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Loans

No loans shall be contracted on behalf of the Corporation, and no evidences of indebtedness shall be issued in its name unless authorized by resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Check, Drafts, Orders Etc.

All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Deposits

All funds for the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, brokerage companies or other depositories as the Board of Directors may select.

Gifts

Any Director or officer may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes of or for any special purpose of the Corporation, and shall promptly remit such amounts to the Corporation.

Expenditures

The President of the Board of Directors, may authorize expenditures up to one hundred and fifty dollars ($150.00) without the authorization of the Board of Directors; subject to increase or decrease by formal action of the Board of Directors.

Article VIII

Books and Records

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors, and shall keep at the principal office a record giving names and addresses of the Directors entitled to vote. All books and records of the Corporation may be inspected by any Director, for any proper purpose at any reasonable time.

Article IX

Fiscal Year

The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December.

Article X

Waiver of Notice

In addition to the provisions above, whenever any notice whatever is required to be given under the provision of these Bylaws, or under the provisions of the Articles of Incorporation, or under the provisions of the Corporation laws of the Commonwealth of Kentucky, waiver thereof in writing, signing by the person, or persons, entitle to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article XI

Indemnification

The Corporation shall indemnify and may advance expenses to all directors, officers, employees, or agents of the Corporation who are, were, or are threatened to be made a defendant or respondent to any threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative) by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation (hereafter a “proceeding”), to the fullest extent that is expressly permitted or required by the statutes of the Commonwealth of Kentucky and all other applicable law.

In addition to the foregoing, the Corporation shall, by action of the Board of Directors, have the power to indemnify and to advance expenses to all directors, officers, employees, or agents of the Corporation who are, were, or are threatened to be made a defendant or respondent to any proceeding, in such amounts, on such terms and conditions, and based upon such standards of conduct as the Board of Directors may deem to be in the best interests of the Corporation.

Article XII

Amendment of Bylaws

These Bylaws may be amended if the following conditions are satisfied:

  1. The amendment is approved by the affirmative vote of a majority of the Board of Directors if notice of the proposed amendment is contained in the notice of the meeting to the Board of Directors; and
  2. The amendment is not inconsistent with the Corporation’s Articles of Incorporation as of the date that it is effective.


Article XIII

Dissolution

A proposal to dissolve the Corporation may be adopted by a simple majority vote by the Directors at a regular or specially convened meeting of the Board of Directors. Once the proposal is adopted a second hearing on the action to dissolve shall occur at the next scheduled meeting of the Board of Directors, after the meeting in which the proposal to dissolve the Corporation was submitted and adopted by the majority of Directors. A majority of the Directors must again vote by simple majority to dissolve the Corporation.

If dissolution passes this second vote all property, real and personal, held by the Corporation at the time of dissolution will be transferred according to the laws of the Commonwealth of Kentucky.