BYLAWS OF THE
SOUTHEAST NEIGHBORHOOD ASSOCIATION, INC.
OF BOISE, IDAHO
an Idaho Non-profit Corporation
The name of this organization shall be:
SOUTHEAST NEIGHBORHOOD ASSOCIATION
also known as
The object of this organization shall be:
To provide an ongoing opportunity for citizen participation in the decision-making processes of government in a positive and productive manner;
To provide a mechanism which facilitates two-way communication between local government and the citizens of Southeast Boise;
To encourage citizens of Southeast Boise to develop an understanding of the neighborhood needs;
To encourage citizens of Southeast Boise to identify neighborhood needs and problems and to assist in the development and implementation of programs which respond to these needs and problems;
To encourage citizens of Southeast Boise to undertake action programs which improve the physical and social environment of Southeast Boise neighborhoods;
To encourage a spirit of cooperation and goodwill among the residents of Southeast Boise neighbor- hoods;
To promote the general welfare of the citizenry in Southeast Boise neighborhoods; and
To receive, administer, and expend funds for such purposes, within the meaning of Section 501 (c) (3) of the Internal Revenue code, including for such purposes, the distribution to organizations that qualify as exempt organizations under said Section 501 (c) (3), or corresponding provisions of any future United States Internal Revenue Laws.
Membership is open to residents, property owners, business licensees, and representatives of nonprofit organizations located within the Association boundaries. In no event shall any person be eligible for more than one membership. Membership may be terminated by resignation and shall terminate at once for anyone who ceases to reside, own property or conduct business within the boundaries of the Association.
Dues are not required for membership or voting in the Association. Voluntary contributions, or other sources as authorized by the Board of Directors, may be used as an income source for the Association. Any income realized by the association will be used to pursue the purposes of the Association. No board member will receive an income.
For purposes of voting, providing name and address in the "Official Membership List" shall evidence membership. Each member shall be entitled to one vote. There shall be no voting by proxy. Except as otherwise noted, a simple majority vote is needed to adopt any action.
Any Board Member desiring to resign may do so in writing and must immediately deliver to the President any and all SENA records in his/her possession.
The officers of this organization shall be a President, a Vice President, a Secretary and a Treasurer. The Board of Directors may elect or appoint such other officers as it shall deem desirable. These officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the organization. Any two offices may be held by the same person, with the exceptions of the offices of President and Secretary.
At the regular monthly meeting held on the fourth Thursday of October, the Nominating Committee of three members shall be elected by the organization. It shall be the duty of this committee to nominate candidates for offices to be filled at the annual meeting in January. Before the election additional nominations from the floor shall be permitted.
The officers shall be elected to serve for one year and their term of office shall begin with the close of the annual meeting at which they are elected.
A vacancy in any office for any reason may be filled by the board of Directors at its next regular meeting, or a special meeting called for that purpose, for the unexpired portion of the term.
The President shall be the principal executive officer of the organization and shall in general supervise and control the day to day affairs of the organization. It shall also be the duty of the President to preside over Membership and Board of Directors meetings to include, but not be limited to the following:
To open the meeting having ascertained that a quorum is present;
To be the principal organizational contact for official and media representation;
To receive and distribute materials related to matters concerning the organization;
To furnish committees with whatever documents are required for the performance of their duties;
To maintain the record book(s) in which the bylaws, special rules of order, standing rules, and minutes are entered with any amendments to these documents;
To prepare an agenda indicating all matters known in advance that are due to be considered. If possible, the time each item is to be considered should be noted. The time allotted for presentations is to be determined in advance.
In the absence of the President the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Additionally, the duties of the Vice President include, but are not limited to, the following:
To keep or cause to be kept, the organization's official membership roll and to call the roll when it is required;
To conduct the general correspondence of the organization that is not a proper function to other officers or committees;
To perform such other duties as may be assigned by the President or the Board of Directors.
The Secretary is the recording officer of the organization and the custodian of its records, except those specifically assigned to others. The duties of the Secretary include, but are not limited to, the following:
To keep a record of all proceedings of the organization, usually called the minutes;
To accept all committee reports, record date received, note what future action is taken and keep on file;
To make the minutes and records available to members upon request at a reasonable time and place;
To perform such other duties as may be assigned by the President or the Board of Directors;
In the absence of the President and Vice President, to call the meeting to order and preside until the immediate election of a chair pro tem.
The Treasurer is responsible for the organization's funds. The duties of the Treasurer include, but are not limited to, the following:
To receive, deposit and record all moneys granted and spent on individual projects that are undertaken by the organization;
To make financial reports at the Board of Directors meetings and full financial reports at the annual membership meeting;
To perform such other duties as may be assigned by the President or the Board of Directors.
Meetings are open to any person, voting is as provided in Article III, Section 3.1
The regular monthly Membership meetings of the organization shall be held on the fourth Thursday of each month from January through December inclusive, unless otherwise ordered by the organization. These meeting shall be for the purpose of disseminating information to the membership at large. Regular meetings do not require a notice.
The regular meeting on the fourth Thursday in January shall be known as the annual meeting and shall be for the purpose of electing officers and directors, receiving reports of officers and committees, and for any other business that may arise. Notice of the annual meeting may be by U.S. Postal Service; by publication in a daily periodical, or by internet notice to all who have signed for such service.
Special meetings may be called by the President or by three members of the Board of Directors or by the written request of one-tenth (1/10) of the members having voting rights. The purpose of the meeting shall be stated in the call and only those items stated may be acted upon. Except in cases of emergency, at least three days' notice shall be given. Notice of the special meetings may be by U.S. Postal Service; by publication in a daily periodical, or by internet notice to all who have signed for such service.
There is no quorum requirement for general membership meetings. Voting by proxy is prohibited by these bylaws.
The act of the majority of the general membership in attendance at a meeting when a quorum as described above is present shall be the act of the Association.
The Board of Directors
The officers of the organization, including the Directors, shall constitute the Board of Directors.
The Directors of the board shall number not less than six (6) nor more than twenty-four (24) and be members in good standing as described in Article III. Each District as demonstrated on Attachment I shall be represented by a minimum of one (1) and a maximum of four (4) directors. The term of office for each Director position(s) shall be two years, beginning at the close of the annual meeting. Directors representing odd-numbered districts will be elected in odd numbered years and those representing even-numbered districts will be elected in even-numbered years. If any member of the board shall miss three (3) consecutive meetings or four (4) meetings in any eight (8) month period, without a valid excuse or the approval of the other directors, the seat of said member shall be deemed immediately vacated without any notice to said member. Vacancies on the Board (districts with representation of less than four (4) director(s) may be filled at any Board meeting. New Director(s) will have a term of office that lasts until the normal election year for their district.
Unless otherwise ordered by the Board, regular meetings of the Board of Directors shall be held concurrent with or immediately following the regular membership meeting scheduled for the same date. A special meeting of the Board of Directors may be called by the President or upon the consent of three members of the Board. Except in cases of emergency, at least three days' notice shall be given. Notice may be give by U.S. Postal Service, telephone,fax, or e-mail.
Fifty percent (50%) of board members shall constitute a quorum.
Committees may be established by the Board of Directors. Members of a committee shall work in union to achieve the purposes of the committee, and may be comprised of any association member who desires to be part of said committee. Chairs of all Committees shall be appointed by the President. Committees shall make recommendations to the Board of Directors.
Each Committee's report shall be submitted to the organization at the Board of Directors meetings.
SECTION 7.3Each committee may adopt rules of its own government, not inconsistent with these bylaws or with rules adopted by the Board of Directors.
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with these bylaws or any special rules of order the organization may adopt.
Amendment of Bylaws
These bylaws may be amended at any monthly regular meeting of the organization by a two-thirds (2/3) vote of those present, provided that the amendment has been submitted in writing at the previous regular meeting.
Neighborhood planning will be conducted in the manner described in the official "Boise City Neighborhood Planning Guide.
A minimum of six members is needed to form a planning committee. At least one Board member shall be a member of the Neighborhood Plan Committee.
Planning Committee members must live or work within the boundary of the neighborhood planning area.
Planning Committee members must be approved by the Board. Volunteer membership is permitted. Members may join and leave at will provided there is a minimum of six members on the Planning committee at all times.
The Planning Committee membership must be diverse and represent the varied interests from within the boundary of the neighborhood planning area. For example, membership should include residents, business owners, youth, senior citizens, and disable individuals.
The Directors of SENA must have the opportunity to review and comment on the neighborhood plan. The plan needs to be acceptable to the SENA Board before it is forwarded to the city of Boise for formal review.
CERTIFICATE OF PRESIDENT
I, the undersigned, do hereby certify that:
I am the duly elected and acting President of the SOUTHEAST NEIGHBORHOOD ASSOCIATION, INC., an Idaho non-profit corporation; and
The foregoing Bylaws comprising seven (7) pages including this page constitute the Bylaws of the Southeast Neighborhood Association, Inc. were duly adopt by the affirmative vote of over 66 2/3% of the Members present this 26th day of February, 2009.
IN WITNESS WHEREOF, I have hereunto subscribed my hand this 26thday of February, 2009.
Brian McDevitt, President
Southeast Neighborhood Association, Inc.