Bylaws of the Downtown Residents' Association of Greensboro
As drafted and enacted effective February 13, 2011
*option to vote made available at the bottom of the form.
ARTICLE I
Name and Jurisdiction
The Greensboro Downtown Residents' Association (hereinafter referred to as DRA) is a Civic Association formed in the City of Greensboro, NC on November 9, 2011.
DRA shall include individuals who live, own real property, work within the Boundaries of DRA, or have a vested interest in downtown Greensboro. DRA is a membership organization that will conduct meetings of its members and will be governed by a Board of Trustees. Meetings of the members will be scheduled regularly, allowing members the opportunity to discuss issues, express concerns and address matters that will enhance the Downtown Greensboro living experience. The Board of Trustees will hear residents' issues and endeavor to address them in a timely and efficient manner.
ARTICLE II
Objectives
The objectives of DRA are: to promote the benefits of living Downtown Greensboro, while advocating for continuous community improvement in Downtown Greensboro; promote Downtown Greensboro as an attractive, desirable and viable area in which to live; and to increase the number of residents in Downtown Greensboro in order to strengthen the central city area and enhance the economic vibrancy of Downtown Greensboro.
Through a central, coordinated forum, DRA can be the catalyst for enhancing the image of downtown and shall be used to enhance and create cohesion between residents of the various residential areas and neighborhoods of Downtown Greensboro, including those outside of the immediate Boundaries, through social and community-focused events.
DRA shall not be used as a political forum and shall not endorse or lend public support to political candidates.
DRA shall be governed by these By-Laws.
ARTICLE III
Membership
Section 1. General Rights and Powers. Membership in DRA shall be open to any individual, age eighteen years or over. Membership is open without regard to race, religion, ethnic origin, gender, sexual orientation, income level, disability or marital status. In order to be a member in good standing, a member must meet the criteria set forth in Article 3.1 and have paid the annual membership fee for the current year.
Section 2. Qualifications for Membership. Members may be either residents or nonresidents of the downtown area. A member will be classified as a “Member”.
Section 3. Voting Rights. Only members may vote on the election of the Executive Committee/Officers of the Board of Directors. To be eligible to vote at any meeting, an individual must be a member in good standing and have been a member in good standing for no less than ninety (90) days prior to the meeting. Which would mean members paying dues less than 3 months before the annual meeting and new members paying at the annual meeting cannot vote. The annual fee shall be set by the Board of Directors and shall be non-refundable.
Section 4. Removal. Members may be removed from the membership of DRA and prohibited from attending any meetings of the membership at the discretion of the Board of Directors if the member is habitually disruptive, threatening, behaves inappropriately or is deemed to be acting contrary to the furtherance of the purposes of DRA.
Section 5. Fiscal Year. The annual membership term and fiscal year of DRA shall be from January 1 through December 31.
ARTICLE IV
Membership of the Board of Directors
Section 1. Number and Composition of the Board of Directors. The Board of Directors shall consist of the Officers, all Committee Chairs, and any other person(s) the Board deems necessary. The Board shall consist of a majority of Resident members. Board seats will be labeled numerically, 1, 2, 3, 4, etc.
Section 2. Election Rights. The Board shall have the right to elect, by majority vote, to allow other community leaders or representatives for community organizations to sit on the board as ex-officio Directors or as voting Directors. The Board shall vote on this decision at any of its meetings, or at a special meeting, if proper notice and purpose is given. Ex-officio appointees would normally be community leaders or representatives from community organizations to sit on the DRA Board.
The Board shall have the right to elect, by majority vote, the Committee Chairs up for election that particular year at the Board meeting following the Annual General Meeting.
No Director shall be required to vote at a meeting of the Board during such time as a matter is being considered by the Board in which such Director has a conflict of interest. If such a matter arises, such Director shall at once declare that he/she has a conflict of interest and abstain from the vote. A note thereof shall be made in the minutes of the meeting.
Section 2. Number and Term. The Board of Directors shall consist of an odd number with a minimum of five (5) members and a maximum of thirteen (13) members, which may be changed from time to time with consent of all Directors. During the formation of the Organization, the Board will be allowed to consist of four members, but once the first formal election is held the Board should follow the minimum of five (5) and maximum of thirteen (13).
The Directors will serve for terms of two (2) years, and will be unable to serve more than two (2) consecutive terms. Directors having served two (2) consecutive terms may be considered for re-election to the Board after one (1) year.
Section 3. Vacant Board Seat. If a Board seat is vacated, the remaining Board members shall elect a qualified member to fill the vacancy for the remainder of the un-expired term.
Section 4. Board Member Removal. The Board may remove any Trustee for misconduct or breach of this Constitution and By-Laws of DRA upon a vote of at least two-thirds of the members of the Board at a regular scheduled meeting or a special meeting with a written agenda distributed at least two weeks prior to this meeting.
Section 5. Remuneration. There shall be no remuneration to any member of the Board, either directly or indirectly for serving on the Board.
Section 6. Quorum. Sixty (60) percent of the members of the Board shall constitute a quorum. If, for any action requiring a majority of Directors vote, a quorum of Directors is not present, action can be approved by majority of present Directors if all board members have been notified of appending action.
ARTICLE V
Officers
Section 1. Officers. The Officers of the Board will be comprised of a President, a Vice President, a Secretary, a Treasurer, and such other Officers, as the Board of Directors may from time to time appoint.
Section 2. Election and Term of Office. The Officers of the Corporation shall be elected for (2) year terms at the General Annual Meeting. Officers hold office with the same calendar as the fiscal year and shall continue to hold office until his or her successor shall have been elected and qualified, or until his or her death, resignation, or removal.
The Officer positions will be elected by the Members by simple majority at the Annual General Meeting.
Beginning with the Annual General Meeting in January 2014, and each year thereafter, the membership shall elect Board members (Officers) to the odd numbered seats in odd numbered years and to the even numbered seats in even numbered years.
In all instances where there is a bona fide contest, votes shall be cast by secret ballot and counted by the Secretary, Chair of the Nominating Committee, and a general member. In the instance of a challenge to the vote results, two members shall recount the disputed vote result under the supervision of the current President.
In the event of a tie after a recount, new ballots shall be cast. If a tie continues after the second vote, the current President shall select one ballot randomly and blindly from all of the new ballots gathered together and placed in a box. The selected individual named on the ballot will be the new member of the Board for the contested position.
Section 3. Removal. Any Officer, employee or agent of the Corporation may be removed with or without cause by a vote of a two-thirds affirmative vote of the entire Board.
Section 4. Vacancies. In case of any vacancy in any office, a successor to fill the unexpired portion of the term shall be elected by the Board.
Section 5. Conflict of Interest. See Article XI.
Section 6. President: Powers and Duties. The President shall preside over all meetings, represent DRA on public occasions, and make such appointments (including the chairpersons of committees) as deemed advisable for the effective conduct of the work of DRA. The President shall be responsible for the agenda for all meetings and shall work with the Secretary of DRA to ensure the agenda's completeness. The President shall serve as an ex-officio member of all committees of DRA.
Section 7. Vice President: Powers and Duties. The Vice President shall assist the President in performing the duties of the office as requested by the President and shall execute the duties of the President in the President's absence. The Vice President shall be an ex-officio member of all committees.
Section 8. Secretary: Powers and Duties. The Secretary shall record the votes and keep the minutes and proceedings of meetings of the Board, serve notice of meetings of the Board, and provide the agenda to the Board members at least three (3) days in advance of a meeting. The Secretary shall provide a sign-in roster for all meetings and keep these lists with the minutes of DRA. The Secretary shall also be responsible for maintaining any web-site information or e-mail lists, as appropriate, and shall mail information to individuals upon request. Where possible, communication to the membership will be conducted by the Secretary via electronic media. A register of the names, addresses and membership classification shall be kept up to date and in the custody of the Secretary/Treasurer. The register shall not be open to inspection by any member, and shall not be, in whole or in part, copied, scanned, transmitted, dictated, sold, rented or loaned and must not leave the possession of the Secretary. The historic collection of minutes must be provided by an outgoing DRA Secretary to the incoming officer.
Section 9. Treasurer: Powers and Duties. The Treasurer shall assume responsibility for the receipt and deposit in such bank accounts, and investment of funds in such vehicles, as the Board directs, the disbursement of such funds as directed by the Board, the keeping of proper books of account, and the preparation of an annual budget and a statement of income and expenditures to be presented to the members at the Annual General Meeting. The Treasurer shall give a report at all general meetings. The historic collection of account activity must be provided by an outgoing DRA Treasurer to the incoming officer.
Section 10. Payment Approvals. All payments drawn upon the DRA account shall be approved by the Board, and in the case of vouchers drawn on such account, shall require the signatures of two officers of the Board, at least one of which must be the Treasurer.
Section 11. Written Commentary. No Board Member shall have the authority to submit a written commentary on behalf of the board without board approval.
ARTICLE VI
Committees
Section 1. Formation of Committees. Committees may be formed, as deemed necessary, by a majority vote of the Board.
Section 2. Standing/Nominating Committee. The Corporation shall have one (1) standing committee, the Nominating Committee, in existence at all times of the Corporation’s existence. The Nominating Committee shall be responsible for taking nominations of potential Directors and presenting them at the Annual meeting.
The Board shall appoint a Nominating Committee to secure sufficient candidates to provide a bona fide election. Nominations from the floor of the Annual General Meeting will be accepted, subject to the eligibility rules of Article
Section 3. Selection of Committee Chairpersons. Committee chairpersons shall be voted on by majority vote by the Board during the next Board meeting following the Annual General Meeting.
Section 4. Duties of Committees. Committees shall meet, as necessary, at times and locations to be determined by the Committee Chairperson. Committees shall meet no less than five (5) times per fiscal year.
Section 5. Duties of Committee Chairpersons. The Committee Chairperson shall be expected to report any and all activities and plans of his or her respective Committee to the Board. The Committee Chairperson shall be responsible for carrying out all planned and necessary activities specific to his or her Committee.
Committee Chairpersons shall set the date of Committee meetings and provide at least one (1) week notice of such meeting. All meetings shall be conducted in Greensboro, unless provided otherwise by Committee Chairperson.
Section 6. Removal of Committee Chairs. Committee Chairpersons may be removed with or without cause by an affirmative vote of a majority of the Board. Committee members may propose the removal of a Committee Chairperson to the Board. Any Committee Chairperson proposed to be removed shall be entitled to at least two weeks written notice of such meeting where removal is to be voted upon and shall be entitled to appear before and be heard by the Board at such meeting.
Section 7. Committee Organization. The Board shall have the power to establish standing or ad hoc committees. The members of such committees need not be Directors and may be comprised of members in good standing.
Section 8. Board Approval. No committee and no member of any committee shall have the power or authority to commit DRA to any obligation or course of action without the prior express approval of the Board.
ARTICLE VII
Meetings
Section 1. Annual Meeting. The date of the Annual General Meeting shall be the fourth Tuesday of November of each year. The Annual General Meeting is held for the purpose of electing new Board members (Officer Positions), hearing from the outgoing Board, and receiving and reviewing a formal accounting from the outgoing Treasurer for the prior fiscal year. The current President will preside over the meeting and elections of the Board members (Officer Positions). Notification of the Annual General Meeting will be provided with a minimum fourteen (14) days notice to voting members.
Section 2. Regular Meetings. Regular meetings of the Board shall be held on the second Monday of each month, unless otherwise provided. Regular meetings of the Board shall be held at such time and place as determined by the President. The Board shall meet at a minimum of four times with one in each quarter, and then as many times the Board deems necessary. Meetings may be held by conference call or video conference if all members can simultaneously hear one another. Votes by email or web forum are prohibited.
Section 3. Meeting Attendance. If any elected member of the Board of Directors is absent for three (3) consecutive scheduled meetings, the Board may declare that Board seat vacant.
Section 4. Special Meetings. Special Meetings of the DRA may be called by the President or any three (3) Board members, provided that notice is given at least three (3) days prior thereto. The notice shall state the business to be considered at such meeting, and any Board action shall be limited to such business. All costs relating to such meeting shall be borne by the petitioners. Meetings may be held by conference call or video conference if all members can simultaneously hear one another. Votes by email or web forum are prohibited.
Section 5. Procedures for Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of the Board, shall be delivered either personally, by mail, telephone, or e-mail. The purpose of such meeting, special or regular, shall be included in the notice. The Secretary shall be in charge of ensuring such notice is given to each current Director.
If notice is mailed, delivery is considered complete when the notice is accurately addressed to the recipient and deposited in the United States mail.
If notice is sent by electronic mail, delivery is considered complete when the notice is accurately addressed to the recipient and leaves the control of the sender.
Section 6. Location of Meetings. All meetings shall be located in Greensboro, North Carolina, unless otherwise determined by the Chairperson.
Section 7. Meeting Agenda. Requests for agenda items to be included in the regular meeting must be delivered to the Secretary at least one week prior to the meeting. Requests for agenda items may be made by any member in good standing.
Section 8. Meeting Procedure. Meetings shall be conducted in accordance with Robert’s Rules of Order.
ARTICLE VIII
Dissolution
Section 1. General. Upon the happening of dissolution, Downtown Residents’ Association of Greensboro shall follow the procedures of dissolution pursuant to North Carolina General Statute § 55A-14-02 and § 55A-14-03.
Section 2. Causes of Dissolution. Dissolution of Downtown Residents’ Association of Greensboro shall be approved by unanimous consent of the Board of Directors.
Section 3. Notice of Dissolution. Notice of the special meeting concerning dissolution shall be given three days written notice to all Directors of the Board and the purpose of the meeting must be disclosed. If dissolution is approved, notice to all members must be provided within five (5) days of approval.
Section 4. Distribution of Assets. Upon dissolution of Downtown Residents’ Association of Greensboro, the assets will be distributed for one or more exempt purposes within the meaning of 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government or to a state or local government for a public purpose.
ARTICLE IX
Amendments to Constitution and By-Laws
Amendments to the Constitution and By-Laws may be proposed for adoption at any Annual General Meeting or Special Meeting of DRA. Amendments may be proposed by the Board, provided that written notice of the terms of the amendment proposed is given to the President or Secretary and to the membership in good standing at least forty-five (45) days before the meeting at which it is to be considered for vote.
In order to be passed, an amendment to the constitution must receive a two-thirds majority of the votes cast.
ARTICLE X
Conflicts of Interest
Section 1. Purpose. The purpose of the conflict of interest policy is to protect the Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2. Definitions. Definitions pertinent to this section include:
Interested Persons: Any Director, Officer, or Committee Chairperson with governing Board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which the organization has a transaction or arrangement,
b. A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under the Procedures: Determining Whether a Conflict of Interest Exists, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3. Procedures. The following procedures must be followed in order to ensure a Conflict of Interest is not breached:
1. Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest:
a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The Chairperson of the Board or a Committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy.
a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Proceedings. The minutes of the Board and all Committees with Board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s or Committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5. Compensation. Any voting member of the Board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.
A voting member of any Committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.
No voting member of the Board or any Committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 6. Annual Statements. Each Director, Officer and Committee Chairperson with Board delegated powers shall annually sign a statement affirming he or she: received a copy of the conflicts of interest policy, read and understands the policy, agreed to comply with the policy, and understands the Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7. Periodic Reviews. To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted.
The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurnment, impermissible private benefit or in an excess benefit transaction.
Section 8. Use of Outside Experts. When conducting the periodic reviews as provided for in Section 7, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
ARTICLE XI
Indemnification
The Corporation may, to the fullest extent now or hereafter permitted by and in accordance with the standards and procedures provided for by applicable law and any amendments thereto, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he, his testator or intestate was a director, officer, employee or agent of the Corporation against, judgments, fines, amounts paid in settlement and reasonable expenses, including attorney’s fees.
ARTICLE XII
Addendum 2013
Any matter that requires a majority Board Approval may be voted on through email or phone conversations. This will be recorded as such.
Please mark 'yes' if you have read and approve the changes (marked in red) to the Downtown Residents' Association of Greensboro's Bylaws.
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