Cheri Village Neighborhood Association, Inc.

CVNA Bylaws

Cheri Village Neighborhood Association, Inc.

Bylaws

Article I - Name

The name of the corporation shall be the Cheri Village Neighborhood Association, Inc.

Article II - Purposes

The purpose of the Cheri Village Neighborhood Association, Inc. heretofore referred to as CVNA, Inc., is to promote, foster and carry out programs, projects and activities designed to:

1) enhance the health, safety and welfare of the members of the community;

2) provide a forum wherein neighborhood issues and concerns may be publicly expressed and discussed;

3) improve the economic life of the Cheri Village area;

4) encourage a spirit of friendliness and cooperation with other groups in the Cheri Village neighborhood and throughout Louisville/Jefferson County Metro;

5) foster cooperation and unity between property owners, tenants and others;

6) meet the educational and cultural needs of the members of the community;

7) encourage improvement in municipal services through public involvement and cooperation with local government;

8) encourage, plan and coordinate the beautification, preservation, rehabilitation and revitalization of all residential and public properties, structures and the physical environment;

9) seek the assistance and cooperation from governmental agencies and other neighborhood associations to resolve neighborhood problems, achieve neighborhood objectives and goals, and to maintain and improve the quality of life for all residents of the neighborhood;

10) support other charitable, educational and cultural activities which advance the general well being of the community and its people.

Article III – Neighborhood Boundaries

Denise Drive to Elise Way on the West

Denise Drive thru Elise Way to Lois Ave on the North

Lois Ave to Beth Road to Honor on the East

East Manslick Road on the South

Article IV - Membership

Membership is open to any households, businesses, renters/property owners in the area as provided in Article III that subscribes to the purposes of the CVNA, Inc., and have paid dues in good standing as provided in Article V.

Article V - Dues

The board of directors shall set dues from time to time. The membership dues will be $25 per household or business collected annually.

Article VI – Membership Meetings

Section 1 - Annual Meeting

There shall be an annual meeting of the membership to be held each year during the month of October at a place, date and time as determined by the board of directors. Election of the officers and at-large members shall take place at the annual meeting. The annual meeting is included as one of the association’s quarterly meetings, thus the membership may also conduct whatever other business it may deem necessary and proper.

Section 2 - Regular Meetings

In addition to the annual meeting, the membership shall meet on a monthly basis - per initial year, subsequent years will have quarterly meetings at a date, time and place determined by the President or an officer acting for or in the stead of the President.

Section 3 - Special Meetings

Special meetings of the membership may be called for any purpose by the President; request of two thirds of the directors; at least ten percent of the general membership in good standing. Notice must be provided to the membership stating specific details regarding the purpose of the meeting as well as the date, time and place for holding said meeting.

The President or Vice President in absence of the President shall be responsible for calling the meeting. Business transacted at a special meeting shall be confined to the subject(s) stated in the request to meet and any matters germane thereto.

Section 4 - Voting

Only those households, businesses and property owners/tenants in good standing thirty days prior to the date of a meeting may vote. For purposes of the annual meeting, those households and property owners in good standing 30 days immediately prior to the meeting shall be entitled to vote at the annual meeting. Each household in good standing shall have one (1) vote. A member in good standing with prior notice of absence from an upcoming meeting may elect to enter his/her household vote by proxy or absentee to the board of directors prior to the meeting.

Section 5 - Notice

Notice for general meetings shall state the place, date, time and purpose of the meeting and shall be posted on the association’s website no less than 14 days prior to the date of the meeting. In the circumstances of a special meeting, members shall be notified no less than seven (7) days in writing or by personal contact.

If mailed, such notice shall be sent to the member's address as it appears in the books and records of the CVNA, Inc., unless the member filed a written request with the Secretary specifying the use of another address, in which case notice shall be mailed to the address so designated.

Section 6 – General Membership Meeting Quorum

A quorum shall consist of ten percent with a minimum of seven members in good standing at the time of the meeting and one officer in attendance.

Article VII – Board Of Directors

Section 1 - Powers

The Board of Directors shall be empowered to conduct the business and affairs of the CVNA, Inc., including but not limited to, the acquisition and disposal of property, the hiring and firing of staff and all other rights provided by statute.

Section 2 - Membership

The board of directors shall consist of no less than five (5) and no more than 10 members, comprising of the four (4) elected officers and a minimum of one (1) and a maximum of six (6) at-large members. Only one member of a household may hold office – spouses may not serve on a concurrent term. The members of the board of directors shall support and subscribe to the purposes of the CVNA, Inc.

The officers and at-large members shall at all times be members in good standing of the CVNA, Inc.

Section 3 - Term of Office

The officers shall serve a one year term or until their successors shall be elected and are limited to a maximum of three (3) consecutive terms in one position.

The at-large members shall serve a one year term or until their successors shall be elected and are limited to a maximum of three (3) consecutive terms.

Section 4 - Voting

Each member of the board of directors shall have one vote.

Section 5 – Meetings

The Board of Directors shall meet at least once before each general meeting or more if determined necessary by the board.

The date, time and place of each meeting shall be set by the President or Vice President acting on behalf of or in the stead of the President.

All meetings shall be open to the public. The directors may, by a simple majority of those directors present and a quorum being present, vote to hold a meeting or portion thereof in executive session.

Notice shall be given in a regular open meeting of the general nature of the business to be discussed in closed session and the reason for the closed session. No final action may be taken at a closed meeting. No matters may be discussed at a closed meeting other than those publicly announced prior to convening the closed meeting.

Notice of all meetings shall be sent to the Board of Directors not less than five (5) days nor more than thirty days prior to the day of the meeting. Notice requirements may be waived by the filing of written statements from all directors that they agree to such a waiver.

Section 6 - Compensation

The directors shall serve without compensation.

Section 7 - Quorum

A quorum of the board shall consist of fifty percent of the Board of Directors in good standing. However it shall be required that there is at least one officer present in order to constitute a quorum.

Section 8 - Resignation

A director may resign at any time by delivering a written resignation to the President and presented to the Board of Directors. Said resignation shall become effective upon acceptance by the board of directors.

Section 9 - Removal

Any member of the Board of Directors may be removed from office upon a showing of good cause. Good cause shall include a breach of fiduciary duties to the organization such as care, trust and loyalty; unexcused absences from three consecutive board meetings shall also be included in the definition of good cause. Notice of intent to remove must be sent to the director in question at least 30 days prior to the meeting at which such action is to be taken. Said notice shall give reasons for removal.

A two-thirds vote of the Board of Directors present, a quorum being present, shall be required to bring the question of removal to the membership. A two-thirds vote of the members-in-good standing, a quorum being present, shall be required for removal. At least two (2) weeks written notice to members that a removal vote shall take place is required.

Section 10 - Vacancies

Any vacancies due to resignation, removal, incapacity or death shall be filled until the next regularly scheduled election by a vote of a majority of the board at a duly constituted meeting, a quorum being present. Prior to filling the vacancy, each board member will be provided information on each potential candidate.

Section 11 - Conducting Business by Means Other than a Meeting

The Board of Directors may either hold a meeting by telephone or conduct business in the absence of a meeting. In order to conduct business by telephone or in the absence of a meeting, it shall be required that all directors be notified of such intention, in writing, and with the unanimous consent of all members of the board of directors in good standing to such a meeting and to any votes being taken.

Such written agreement may occur either before or within fourteen days after such action, and shall be recorded with the minutes of the next meeting of the board. The vote then required to conduct business shall be the same as are required at a duly constituted meeting in which all members in good standing are present.

Section 12 - Elections

A. Election of at-large members shall take place at the annual membership meeting.

B. In order to qualify as a candidate a person must meet the criteria in Article VII, Section 2.

C. A list of the candidates shall be provided with the notice of the annual meeting.

D. Election shall be by a plurality vote with each household in good standing entitled to cast up to as many votes as there are vacancies to be filled with no more than one vote going to any candidate.

E. Nominations shall be prepared by a nominating committee in advance of the election. Additional candidates may be placed in nomination by any member from the floor at the annual meeting.

F. Election shall be by secret ballot unless the Board of Directors votes, by a simple majority vote, a quorum being present, to dispense with a secret ballot and vote by other means.

G. The directors shall take office on the first day of the month following the election.

Section 13 - Transition

The initial board of directors provided for in the articles of incorporation shall serve as the board of directors until the first annual meeting or until their successors shall have been elected as defined in Article VII, Section 12 (b). During their term of office they are empowered to increase their membership to full size by majority vote.

Article VIII - Officers

Section 1 - Composition

The CVNA, Inc., shall have the following officers: President, Vice President, Secretary and Treasurer.

Section 2 - President

The President shall:

A. preside over all meetings of the board of directors and the general membership;

B. plan, in consultation with the other officers, the agenda for all board and membership meetings;

C. appoint, with the consultation and confirmation of 2/3 of the board of directors, the members of all committees except the nominating committee, and the chair persons of all committees;

D. carries out all other duties incident to the office of President or prescribed by the Board of Directors;

E. represent or appoint a representative as needed to other community organizations

Section 3 – Vice President

The Vice President shall:

A. assist the President in the carrying out of his or her duties;

B. carry on the duties of the President in the President’s absence or inability to carry out his or her duties;

C. carry out all other duties incident to the office of Vice President or prescribed by the Board of Directors.

Section 4 – Secretary

The Secretary shall:

A. attend all board and membership meetings and act as a clerk of each meeting, record all votes and keep the minutes of all proceedings in a book kept for that purpose;

B. be responsible for the sending of notices for all board and membership meetings;

C. keep the official records, including all minutes, policy decisions, register of the members, original copies of the articles of incorporation and by-laws, and all amendments thereto, of the corporation;

D. carry out all other duties incident to the office of Secretary or prescribed by the Board of Directors.

Section 5 - Treasurer

The Treasurer shall:

A. be responsible for the keeping of all funds and securities and the keeping of full and accurate accounts of all receipts and disbursements in books belonging to the CVNA, Inc.;

B. be responsible for the deposit of all money and other valuable effects in the name and to the credit of the CVNA, Inc., in such depositories as may be designated by the Board of Directors;

C. be responsible for the disbursement of the funds of the CVNA, Inc., as determined by the board, taking proper vouchers for such disbursements;

D. must have signatures from two of three officers prior to any disbursements to ensure balance and accountability.

E. be responsible for the preparation of financial reports and a yearly budget at each general meeting;

F. carry out all other duties incident to the office of Treasurer or prescribed by the Board of Directors.

Section 6 - Term of Office

All officers shall serve a one-year term of office, or until their successors shall have been elected and installed, and are limited to three consecutive terms in a position.

Section 7 - Elections

The officers shall be elected by the membership at the annual meeting in October and shall take office on the first day of November following the election.

Election shall be by a simple majority vote of the members in good standing present, a quorum being present, and may either be by a show of hands or secret ballot as the board may choose.

Section 8 - Resignation

An officer may resign at any time by delivering a written resignation to the President, or the Secretary in the event of resignation of the President, and presented to the Board of Directors. Said resignation shall become effective upon acceptance by the Board of Directors.

Section 9 - Removal

An officer may be removed from office upon a showing of good cause. Good cause shall include a breach of fiduciary duties to the organization such as care, trust and loyalty; and unexcused absences from three consecutive board meetings shall also be included in the definition of good cause. Notice of intent to remove must be sent to the officer in question at least thirty days prior to the meeting at which such action is to be taken. Said notice shall give reasons for removal.

A two-thirds vote of the directors present, or a quorum being present, shall be required to forward a removal vote to the membership. A two-thirds vote of the members-in-good-standing, a quorum being present, shall be required for removal. There should be at least two (2) weeks written notice to members that a removal vote shall take place.

Section 10 - Vacancies

Vacancies in any office, due to resignation, removal, incapacity or death, shall be filled for the remainder of the term of office by majority vote of the board at a duly constituted meeting, a quorum being present. Prior to filling the vacancy, each board member will be provided information on each potential candidate.

ARTICLE IX - COMMITTEES

Section 1 - Nominating Committee

There shall be a nominating committee elected by the Board of Directors that consist of no less than three but no more than five members of which no more than two can be directors. Prior to election of the committee, the board shall make known to the membership through CVNA, Inc., website that it intends to elect the committee. The committee in preparation for elections of officers and directors shall meet no later than two months prior to the annual meeting.

The committee shall be charged with solicitation of individuals to be candidates for officer and At-large Board of Director positions. It shall have the responsibility for proposing a list of nominees for all officer and At-large positions of the board of directors and shall prepare the ballots, as well as any additional information of the nominees, to be made available to the members prior to the annual meeting. It shall also be responsible for proposing candidates to fill any vacancies that may occur among the officers and directors and shall act as an elections committee in the event of any dispute about or need for additional rules for the conduct of elections.

Section 2 - Special Committees

The Board of Directors may from time to time establish any special committees that it deems necessary and set the term of office and other rules for the operation of said committees.

Section 3 - Organization

The committee chairperson shall be responsible for presiding over committee meetings, conducting committee business and reporting on committee business, activities, and recommendations to the Board of Directors at each regularly scheduled board meeting following a committee meeting.

Committees shall meet upon the call of the respective chair-people or the President.

ARTICLE X - FINANCES

Section 1 - Fiscal Year

The fiscal year shall begin on November 1^stand end on October 31^st of each year.

Section 2 - Banking

All checks shall require two of three signatures, from the Treasurer, President, Secretary, or Vice President in the President’s absence.

Section 3 - Audits

If the Board of Directors determine it is needed they shall be empowered to cause an audit of the CVNA, Inc., books and financial records, as well as an audit upon the change in the position of Treasurer.

Article XI - Nondiscrimination

The members, officers, At-large members, committee members, employees, and persons served by CVNA, Inc., shall be selected entirely on a nondiscriminatory basis with respect to age, disability, ethnicity, familial status, gender, national origin, political affiliations, race, religion, sexual orientation, veteran status and all other categories providing nondiscriminatory treatment by law, statute or ordinance.

Article XII - Inspection Of Corporate Records

All corporate records shall be open to inspection upon written request at reasonable times. Requests must be in writing and signed. The right to inspect shall include the right to make extracts or photocopies, the cost to be borne by the requester.

A request to inspect shall be delivered to the President, Secretary or other officer or agent designated by the Board of Directors not less than five (5) days before the date specified in the request for the inspection.

Article XIII – Parliamentary Authority

“Robert's Rules of Order” shall apply to all situations not covered by the articles of incorporation, by-laws or any special rules adopted by the Board of Directors.

Article XIV - Amendments

These by-laws may be amended by the membership upon formal notice given by any member (Proposals for amendments shall be made at the current monthly membership meeting; discussed & deliberated for in preparation for a formal vote at the following month’s membership meeting). Adoption of such an amendment shall be by affirmative vote of at least two-thirds of those members in good standing present and voting, a quorum being present at the time of the vote. Upon adoption, all amendments will become effective immediately.

Proposed amendments will be noted on the general meeting notifications, as provided in Article VI, Section five (5).

Certificate of Service

I, the undersigned, do hereby certify that I am the duly elected Secretary of the Cheri Village Neighborhood Association, Inc., (CVNA, Inc.), a Kentucky non-profit corporation, and that the foregoing are the By-laws of said Corporation, as fully amended and adopted in a meeting of the Board of Directors held on the day of, 2009.