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Bylaws & governance

The supplied bylaw text is presented as a reference. This website does not determine adoption status, resolve competing wording, or provide a legal interpretation.

By-Laws

NAME OF ORGANIZATION:  
The name of the organization shall be Vine City Preservation District (Association).

PURPOSE:  
The Association exists to unite residents in identifying and addressing community concerns through transparency, accountability, resident-driven leadership, collaboration, and civic engagement. The Association is committed to preserving neighborhood assets, improving public safety, supporting community beautification, and fostering a strong, informed, inclusive, and engaged community. Through open communication, ethical stewardship, and partnerships with residents, businesses, and public agencies, the Association seeks to build trust, encourage meaningful participation, and enhance the quality of life for all members of the community.

BOUNDARIES:   
Boundaries of the Vine City Preservation District (Association) shall be defined as: property bound on the North by Joseph E. Boone Boulevard, on the East by Northside Drive, on the South by Martin Luther King, Jr. Drive and on the West by Joseph E. Lowery Boulevard.

MEMBERSHIP
The Association values broad community participation and encourages all members to engage in meetings, serve on committees, volunteer, and contribute their expertise, resources, and perspectives to strengthen the community.
1. Qualifications:   Membership shall be open to all residents of the community. Residents residing within the boundaries of the community shall have priority in voting and leadership positions as provided in these bylaws. Property owners who do not reside within the boundaries, such as business owners, representatives of faith-based organizations, nonprofit organizations, and other community stakeholders are welcome as nonresident stakeholder members. These members are encouraged to participate fully in meetings, committees.
2. Voting:  All members as defined above shall have one vote each to be cast during attendance at any general or special meeting.  Stakeholders are limited one vote on all matters regardless of the number of real estate owned in the community. One representative from each business shall have the same privilege as the residents listed above. Each member must have attended at least three (3) previous meetings to be eligible to vote.  Unless otherwise specified in these bylaws, decisions of the Association shall be made by a majority vote of those qualified members present at any meeting.

FINANCIAL SUPPORT:  
No dues or A yearly membership fees of fifty dollars ($50.00) shall be required within five (5) months of the calendar year; May. The Association may accept voluntary donations and conduct fundraising activities to support its mission and operations. The fiscal year of the Association shall begin on the first day of January and end on the last day of December of each year.

MEETINGS:
1. Board Officers shall meet regularly at a time and place determined by the Board. Special meetings may be called by the Chairperson or by a majority of the Board Officers. Notice of all Board meetings shall be provided to Board Officers at least seventy-two (72) hours/three (3) days in advance and shall include the date, time, location, and agenda. 
2. Procedures:  Robert’s Rules of Order shall be followed in all areas not covered by the bylaws.
3. Membership Meetings:  There shall be ten (10) member meetings each year; no meetings in November or December. One regular Board meeting per month. General membership meetings shall be held on the first Saturday of each month from 10:00 AM to 12:00 PM.  Notice of all meetings shall be provided to members at least seven (7) days prior to the meeting date. Notice may be given by email, text message, social media, the Association's website, or any other reasonable means of communication. The notice shall include the date, time, location, and purpose of the meeting.
4. Special Call Meetings:  Special Call Meetings maybe called by the Chairperson or by a majority vote of the members as deemed necessary.  Notice of special call meetings shall be provided to members at least seven (7) days prior to the meeting date. Notice may be given by email, text message, social media, the Association’s website, or any other reasonable means of communication. The notice shall include the date, time, location, and purpose of the meeting.
5. Quorum:  A quorum for any general or special call meeting of the Association will consist of seven (7) eleven (11) members.  A quorum for committee’s shall consist of fifty percent (50%) plus one of the Board Officers. A quorum must be present for any official action or recommendation to be made on behalf of the Association for all general meetings.
6. Participation: Any general, special call meeting or committee meeting is open to any person and all who may wish to be heard regarding any item on the agenda. However, residents of the community (Vine City) shall be given primary consideration in leadership roles and matters directly affecting the community.  Each eligible member shall have one vote.   

BOARD OFFICERS:
Eligibility:  Board Officers must be a domiciling resident of the community, members in good standing, and committed to advancing the interests and well-being of the community.  Individuals who currently hold leadership positions within other organizations in the community are ineligible to serve in any board position within the Association. To become eligible for a board position, an individual must have been removed from or no longer serving in such a leadership role for a minimum of three (3) years. five (5) years.


Terms of Office:  Board Officers shall serve a term of three (3) two (2) years and may serve in as a different elected officer during the term limit period. No Board Officer shall serve more than three (3) two (2) consecutive terms within the Association. An individual who has reached the term limit may become eligible to serve in the same office again after being out of that office for at least one (1) full term.
Officer Attendance and Participation:  Board Officers are expected to actively fulfill the duties of their office and regularly participate in the affairs of the Association.  A Board Officer who is absent from four (4) regular meetings within a ten (10)-month period, without prior notice or an excuse, may be deemed inactive and subject to removal in accordance with these bylaws.
Vacancies:   In the event of a vacancy in the office of Chairperson, the Vice Chairperson shall assume the duties of the Chairperson for the remainder of the term or until a successor is elected. Vacancies in all other offices shall be filled by a majority vote of the Board, and the individual selected shall serve the remainder of the unexpired term.
Election:  Board Officers shall be elected by a majority vote of eligible members of the Association. An Election Committee will meet thirty (30) days prior to the annual election. The committee shall consist of at least three (3) members in good standing who are not candidates for elected office. The election committee will verify the eligibility of all nominees and voting members in accordance with these by-laws. A selected member of the election committee shall conduct the election at the annual September meeting, and all candidates must meet the eligibility requirements established by these by-laws. There will be a special call meeting in November of to conduct elections via hybrid. 
Removal of Officers: A Board Officer may be removed for failure to perform their duties, violation of these by-laws, conduct detrimental to the Association, misuse of Association funds or property, failure to meet attendance requirements, or other actions that materially impair the effective operation or reputation of the Association.
Before any vote on removal is taken, the Board Officer shall:
1. Receive written notice stating the specific grounds for the proposed removal at least five (5) days before the meeting at which the matter will be considered. 
2. Be given a reasonable opportunity to respond to the allegations, either in writing or in person, before the membership, as applicable. 
An officer may be removed by a two-thirds (2/3) vote of the qualified voting members present at a duly called meeting where a quorum is established and the proposed removal is included in the meeting notice.
Duties:                        
Chairperson   
The Chairperson shall serve as the chief elected officer of the organization and shall preside over all meetings of the membership, and Board Officer meetings. Ensure that the Association's by-laws, policies, and procedures are followed. Appoint committee chairs, subject to Board approval where applicable. Serve as the primary spokesperson and representative of the organization. Coordinate the activities of officers, committees, and volunteers to further the organization's mission. Call special call meetings when necessary. Perform other duties as may be assigned by the Board or required by these by-laws. The Chairperson shall vote only in the event of a tie, unless otherwise provided in these by-laws.
Vice-Chairperson  
The Vice Chairperson shall assist the Chairperson in the administration of the Association, coordinate committee activities as needed, and preside over meetings in the absence of the Chairperson. In the event of a vacancy in the office of Chairperson, the Vice Chairperson shall assume the duties of the Chairperson until a successor is elected or appointed in accordance with these by-laws.
Secretary  
The Secretary shall maintain the official records of the Association, record and preserve the minutes of all meetings, provide notice of meetings as required, maintain attendance records, and handle official correspondence as directed by the Chairperson or Board Officers. The Secretary shall also maintain copies of the by-laws and other organizational documents and perform such other duties as assigned by the Board.
Treasurer
The Treasurer shall be responsible for maintaining accurate financial records of the organization, receiving and accounting for all funds, providing financial reports to the Board and membership, and ensuring that all financial transactions are conducted in accordance with the Association's by-laws and policies. The Treasurer shall have a background in finance, if possible and shall perform such other duties as assigned by the Board.
Sargent of Arms/Parliamentarian
The Parliamentarian shall advise the Chairperson, Board Officers and membership on matters of parliamentary procedure and the proper application of the Association’s by-laws and rules of order. The Parliamentarian shall assist in maintaining orderly meetings and ensure that business is conducted fairly and in accordance with established procedures.

COMMITTEES:   
Committees must have at least one Board Officer on them.  Committees are as follows: By-Laws Committee, Election Committee, Land Use, Housing and Zoning Committee and Beautification/Public Safety Committee, Public Affairs Committee, Outreach Committee, Historical Committee or special committees as it deems necessary to carry out the purposes and objectives of the Association.

CONFLICT OF INTEREST PROCEDURES:  
Upon assuming office and annually thereafter, each Board Officer and Committee Chair shall disclose any known actual or potential conflicts of interest, and refrain from participating in related discussions or votes. Such disclosures shall be maintained with the Association's records and updated as circumstances change.  Any member who serves as the chair, co-chair, president, or a leadership position in another neighborhood association within the community or the NPU (Neighborhood Planning Unit) shall not be eligible to serve as a Board Officer or Committee Chair of the Association and will be required to wait five (5) years from when they are relieved of their duties. This provision is intended to promote transparency, fairness, accountability, and public trust.
Failure to disclose a conflict of interest may result in removal from leadership positions, in accordance with these by-laws.

GRIEVANCE PROCEDURES:
The Association encourages the respectful resolution of disputes and concerns. Any eligible member may submit a written grievance to the Board for review. The Board shall investigate the matter within thirty (30) days, provide an opportunity for all parties to be heard, and issue a determination based on the facts presented. Or, Board Officers shall arrange a Grievance Committee, which shall review the grievance.  The committee shall forward its recommendation to the Board Officers.

ADOPTION AND AMENDMENT OF BY-LAWS:
These by-laws may be amended, when necessary, by two thirds majority vote of the members. Proposed amendments must be submitted to the secretary to be sent out with regular member announcements.

CERTIFICATION
These by-laws were approved during the ___________________, 20 ____ of the general body meeting by __________ yay’s __________ nay’s, and _________ abstentions.
Signature, Title
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Date
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