Name of Corporation
The name of this corporation is the Benson Neighborhood Association, Incorporated
Objectives and Purposes
The purpose of the Corporation is to encourage and participate in the revitalization of the Benson Community, to bring about positive change for residents of the Benson area through neighborhood preservation, to encourage and stimulate business response to the needs of the Benson area, to act on ideas and projects in keeping with the objectives and purposes of the Corporation, and to provide cultural, social, educational, and recreational enrichment programs that lead to community pride and involvement, motivation and positive life goals.
Section 1. Eligibility for Membership
Any person who demonstrates an abiding interest in the work of the Benson Neighborhood Association, or who resides or operates a business within the Benson area shall be eligible for membership. The boundaries of the Benson Neighborhood Association are 72nd Street, Fontenelle Boulevard and Northwest Radial Highway, Western Avenue, and Ames Avenue.
Section 2. Establishment of Membership
To become a member of the Corporation, an eligible person must complete a membership form and pay the annual membership dues. Membership is terminated by nonpayment of annual membership dues.
Section3. Membership Meetings
(a) The Corporation shall meet regularly on the last Monday of each month as determined by the board.
(b) The November meeting each year shall be the annual meeting, at which officers and Board Members are elected. Notice of the Annual Meeting shall be announced at the least 10 days in advance of the meeting.
(c) Special meetings of the membership may be called by the president, the Board or on written notice by ten members. The only business that may be transacted at the special meeting of the members is the business stated in the call. Notice of the special meeting shall be given to be the membership at least 10 days in advance of the special meeting. The notice shall be set forth the purpose of meeting, as well as the time, and date and place of the meeting.
(d) Fifteen members of the total corporate membership shall constitute a quorum at any regular or special meeting. If a quorum is not present at a meeting, a majority of the members present may adjourn the meeting without further action.
(e) Each member shall be entitled to one vote on each matter submitted to a vote of the members.
(f) No member may vote by proxy.
Section 4. Membership Dues.
Membership dues in the Corporation shall be determined by the board. Any change in the amount of annual dues shall be announced to other members at the Annual Meeting of the Corporation, to be effective as of January 1 of the following year. The Board may set different annual dues for each of the following classifications of members: commercial (business entities); senior (individual or family in which all members are age of 60 or older); family (two or more individuals residing in the same household); and individual. Dues are payable annually on the anniversary date of the establishment of membership.
Board of Directors
Section 1. Duties
The Corporation shall be governed by a Board of Directors, which shall exercise all the powers of the Corporation, unless herein otherwise indicated.
Section 2. Composition
The Board of Directors shall consist of nine Directors, four of which will be officers of the Corporation. The membership shall vote on members of the Board of Directors and the Board of Directors shall vote on the Officers from the Board of Directors. Each Board Member except the President as provided in Article V, Section 2 shall have one vote on matters coming before the Board. The Board may appoint one of its members as a corporation spokesperson.
Section 3. Eligibility
No person shall be eligible to be nominated, elected or serve as a Board Member unless such person has been a member of the Corporation at least six months and is a member at the time of his nomination and election or appointment. Failure to pay corporation dues while serving as a Board Member shall be caused for the Board to remove such Board Members and declare a vacancy on the Board.
Section 4. Term of Office
The Board of Directors shall be elected to serve two-year terms, with the term commencing at the close of that Annual Meeting of the members during which such Board of Directors are elected. Terms of office shall continue until a successor is elected. At the Annual Meeting of the Board, officers will be voted upon by the Board of Directors for a one year term.
Section 5. Inactive members
If a Board Member misses three Board meetings without excuses, the Board may declare the position vacant, and the Secretary immediately thereafter shall notify such Board Member, in writing, of the Board’s declaration.
Section 6. Leave of Absence
When a board member has personal issues, they can be granted a leave of absence. This will be determined by discussions with said board member and the board, and will automatically excuse them from both BNA board meetings and BNA membership meetings until the time that the board member can resume their duties. At 90 days there will be a review for extension if necessary.
Section 7. Meetings
(a) The Board shall meet on the call of the President. A minimum of one week’s notice shall be given to each Board Member.
(b) The Annual Meeting of the Board shall occur within one month of the Annual Meeting of the Corporation. At such Annual Meeting, the board shall review the work if the Preceding year and generally determine the activities of the Corporation for the ensuing year.
(c) Five Board Members shall constitute a quorum for the transition of business at all the meetings of the Board.
(d) A special meeting of the board will be held each June for strategic goal setting and goal review of six months prior.
Section 8. Vacancies.
The Board shall fill any vacancy on the Board. Any person filling a vacancy shall serve the un-expired term of his predecessor on the Board.
Section 9. Removal from Office
Any Board Member may be removed from office by a vote of not less than three-fourths of the members of the Corporation present at a general membership meeting, provided notice of meeting and the proposed removal action shall have been duly given in writing to the members of the Corporation and to the Board Member proposed to be removed at least twenty days prior to the meeting at which members are to vote on such removal.
Section 10. Conflict or Interest
(a) Board Members shall receive no compensation for services rendered to the Board of Corporation.
(b) No Board Member shall vote on any action before the Board to determine his continuance in office or as a member of a committee.
(c) No contract or other transaction between the Corporation and one or more of its Board Members or a corporation, firm, association or entity in which any Board Member is a director or officer, or holds a financial interest, shall be either void or voidable because of such relationship or interest, or because such Board Member is present at the meeting of the Board or a committee thereof which authorizes, approves or ratifies such contract or transaction, provided further, that such Board Member does not vote at a meeting of the Board of the committee thereof on the issue of the authorization, approval or ratification of such contract or transaction. The Board Member may, however, be counted for purposes of establishing the presence of a quorum at any such meeting, Any disclosure of a Board Member’s interest shall appear affirmatively in the minutes of the meeting of the Board or a committee thereof.
Duties of Officers
Section 1. Officers
The officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer.
Section 2. Duties of the President
The President shall preside at all meetings of the members and of the Board of Directors. The President shall vote only in the event of a tie vote on action before the Board. The President shall be an ex-officio member of all committees except the nominating committee. No person shall be elected to the officer of president for more than four consecutive one year terms.
Section 3. Duties of the Vice President
The Vice President shall perform the duties of the president as stated in section 2 in the absence or disability of the President, or in the event of the President ‘s unwillingness to act, and shall perform such other duties as may be assigned to him by the President or Board. No person shall be elected to the office of vice president for more than four consecutive one year terms.
Section 4. Duties of the Secretary.
The Secretary shall issue and distribute notices of all membership and Board meetings as directed by the President of the Corporation, record the minutes of the same, take attendance of the same, reproduce and distribute to the Board the minutes of the Boards meetings, and be responsible for safekeeping of the minutes and other documents and papers when ordered by the Board and shall attend to the correspondence of the Board. The secretary shall also perform such other duties as may be assigned to him by the President or Board.
Section 5. Duties of the Treasurer.
The Treasurer shall be the custodian of the Corporation’s funds and deposit them in a depository selected by the Board. The Treasurer shall give a report on the Corporation’s financial status at each meeting of the Corporation and the Board. Expenditures of over fifty dollars, except provided in Article VII, Section 3, must have prior approval by the Board. The Treasurer shall prepare and distribute annual financial reports to the Board and members at the Annual Meetings. The Treasurer shall also perform such other duties as may be assigned to him by the President or Board. The Treasurer shall sign corporation checks. In the absence or inability of the Treasurer, such other Officer may sign checks as the Board may, from time to time, authorize.
Nominations and Elections
Section 1. Nominating Committee
A nominating committee of no less than three but no more than five members of the corporation shall be appointed by the board at least 90 days prior to the Annual Meeting of the Members. A quorum of the Nominating Committee shall be a majority of the committee members. The Nominating Committee shall elect a chairperson to preside at all meetings of the Nominating Committee and make its reports to the members. Such chairperson shall convene the Nominating Committee at least 60 days prior to the Annual Meeting for the purpose of making nominations for Directors and Officers.
Section 2. Slate of Nominees
A state of nominees willing to serve as on the Board of Directors shall be submitted by the Nominating Committee to the members of the Corporation at the Annual Meeting.
Section 3. Other Nominations
Additional nominations may be made from the floor, with the consent of the person being nominated, and such nominee shall be places on the ballot.
Section 4. Election
Election shall be by written ballot. A nominee shall be elected by vote of a majority of members present.
Section 5. Notifications of Nominees
The Nominating Committee is responsible for notifying all nominees of election results after the election.
Section 1. Committees
The Board shall appoint such committees as it deems necessary at its Annual Meeting. Any member of the Corporation, including Officers and Directors, shall be eligible to serve as a Committee Member, but such member shall only be appointed after agreeing to serve as a member of that Committee. The Board for any reason or cause may remove any member of a Committee. If the membership of a Committee falls below three members due to a member’s removal, resignation, death, or for any other reason, the Board shall appoint one or more successor committee members to raise the number of the Committee members to no less than three.
Sections 2. Organization
Each Committee shall have at least three members and shall elect a Chairperson from among its members. The Chairperson shall preside at all Committee meetings and report actions to the Board of Committee actions. A majority of the members of the Committee shall constitute a quorum for any action by the Committees.
Section 3. Funds
All funds with exception of the Citizen’s Patrol are held in a general fund.
Assets, whether acquired through grants, donations, dues, or form any other source, shall remain the property of said corporation, subject to the provisions of any grant.
Waiver of Notice
Whenever any notice is required to be given under the provisions of the Nebraska Non-Profit Corporation Act or the by-laws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Roberts’s Rules of Order
The rules contained in Robert’s Rules of Order Newly Revised shall govern meetings of the Benson Neighborhood Association in all causes to which they are applicable and in which they are not inconsistent with these Bylaws.
These Bylaws may be amended at any regular meeting of the Board by a majority vote of the whole board, provided that ten (10) days’ notice of such proposed change shall be given by the Secretary to each Board Member in writing.
Upon the dissolution of the Corporation, the Board of Directors, shall, after paying or making provision for the payment of all Corporation liabilities, distribute all assets of the corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, education, or scientific purposes as shall at the time qualify as an organization (a) described in Section 501 (c) (3) of the internal Revenue code of 1986, as amended, as the Board of Directors shall determine.
Adopted by the Board of Directors of the Benson Neighborhood Association, on the 15th day of November, 2010
Adopted by the members of the Benson Neighborhood Association, on the 15th day of November 2010.
Secretary, Benson Neighborhood Association I insisted