BY LAWS
(Last revised and approved 11/17/03)
ARTICLE I: NAME and PURPOSE
The name of the organization shall be Cooper Neighborhood Association.
The neighborhood is organized and shall be operated exclusively for the charitable purpose of improving and beautifying the neighborhood, educating residents in the prevention of residential crime and vandalism, maintaining home and business property values and mores, improving neighborhood and community relationships, and providing better communications between the residents and agencies outside the community.
ARTICLE II: BOUNDARIES
The area included in the organization shall be 11th Street on the north, 21st Street on the south, Garnett Road on the west, and South 145 East Avenue on the east, more specifically known as the feeder area for Cooper Elementary School.
ARTICLE III: MEMBERSHIP
Section 1. Member Composition: There shall be one class of membership. This membership shall be voting. Membership is open to any resident, business or organization interested in the purposes and goals of this organization and is limited to one membership per household, business or organization in the prescribed boundaries, not to exceed 2 votes per household, business or organization.
Section 2. Dues: Annual dues will be charged to all members. These dues will be set on an annual basis by the Board of Directors with the concurrence of the members in attendance at the annual meeting.
Section 3. Term of Membership: Term of membership shall be one year in duration.
Section 4. Annual Meeting: There shall be an annual meeting of the membership during the month of September.
Section 5. Regular Meetings: Regular meetings shall be scheduled by the Board of Directors at least quarterly.
Section 6. Special Meetings: Special meetings may be called by the President, a majority vote of the Board of Directors, or any 10% of the current dues paying members.
Section 7. Location of all Meetings: The general meeting of the members shall be held in the gymnasium of Cooper Elementary School. As an alternate, the annual meeting of the members may be held in the auditorium of Martin East Regional Library at 2601 Garnett Road when it is available.
Section 8. Notice of Meetings: Notice of all meetings shall be written, stating the place, date, hour, and subject of the meeting. This notice shall be delivered not less than five days nor more than ten days before the date of the meeting.
ARTICLE IV: BOARD OF DIRECTORS
Section 1. General Power: The affairs of the organization shall be generally managed by its Board of Directors.
Section 2. Composition: The area of the organization shall be divided into 8 zones: Zone 1 shall be the area from Garnett Road to S. 121 E. Ave. between 15th Street and 21st Street; Zone 2 shall be the area from S. 121 E. Ave. to S. 129 E. Ave. between 15th Street and 21st Street; Zone 3 shall be the area from S. 121 E. Ave. to S. 129 E. Ave. between 11th Street and 15th Street; Zone 4 shall be the area from Garnett Road to S. 121 E. Ave. between 11th Street and 15th Street; Zone 5 shall be the area from S. 129 E. Ave. to S. 137 E. Ave. between 15th Street and 21st Street; Zone 6 shall be the area from S. 137 E. Ave. to S. 145 E. Ave. between 14th Street and 21st Street; Zone 7 shall be the area from S. 137 E. Ave. to 145 E. Ave. between 11th Street and 14th Street; and Zone 8 shall be the area from S. 129 E. Ave. to S. 137 E. Ave. between 11th Street and 15th Street. A Zone Representative shall be elected from each of the 8 Zones and will serve as a member of the Board of Directors. The elected Representative shall be a dues paying member of the organization. He/she shall be elected at the annual meeting and serve for one year. Each Zone Representative shall enlist Block Captains for each of the blocks in his/her Zone.
Section 3. Number, Term and Qualifications: The Board of Directors of the organization shall be made up of the officers of the organization plus the eight Zone Representatives and the Newsletter Editor. The number may be increased or decreased by amendment of this section; but no decrease shall have the effect of shortening the term of any incumbent member. Terms shall commence at the annual meeting of the membership and shall be for one year. Vacancies on the Board of Directors shall be filled by election at the next regularly scheduled meeting of the organization.
Section 4. Regular Meeting: Regular meetings of the Board of Directors shall be held at least once per quarter.
Section 5. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President or any 2 Board members.
Section 6. Location of Meetings: All meetings shall be held within reasonable traveling distance of the neighborhood.
Section 7. Notice: Notice of any meeting shall be given at least five days previously thereto by written notice delivered to each director at his/her address or e-mail address. If notice be given by telephone, such notice shall be deemed to be delivered when the call is made. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attended a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 8. Quorum: One-half of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 9. Manner of Acting: The act of the majority of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 10. Compensation: Directors shall not receive any payment for their services.
ARTICLE V: OFFICERS
Section 1. Number: The officers of the organization shall be a President, Vice-President, a Secretary, and a Treasurer, each of whom shall be elected by the members of the organization at the annual meeting. The membership may elect such other officers, or assistance officers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board of Directors. Any two or more offices may be held by the same person except the offices of President and Vice-President.
Section 2. Election and Term of Office: The officers of the organization shall be elected annually by the members of the organization at the regular annual meeting of the organization. If the election of officers shall not be held at that meeting, the election of officers shall be held as soon thereafter as convenient. New offices may be created and filled at any meeting of the organization members. Each officer shall hold office unless removed, until his/her successor shall have been duly elected.
Section 3. Removal: Any officer elected by the membership may be removed by petition signed by the majority of the dues paying members of the association or a two-thirds vote of the members of the Board of Directors whenever, in their judgment, the best interest of the organization would be served thereby.
Section 4. Vacancies: A vacancy in any office because of death, resignation, removal, or otherwise will be filled by election at the next meeting of the organization for the unexpired portion of the term.
Section 5. President: The President shall be the principal executive officer of the organization and shall in general supervise and control all of the business and affairs of the organization. She/he shall preside at all meetings of the organization and of the Board of Directors, and execute any instruments on behalf of the organization which the Board of Directors or the organization members have authorized to be executed.
Section 6. Vice-President: In the absence of the President or in the event of his inability or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the Vice-President in the order of their election) shall perform the duties of the President, and when so acting, shall have all powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned to him/her by the President or Board of Directors.
Section 7. Secretary: The Secretary shall keep the minutes of the meetings of the members and the Board of Directors in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these by-laws, be custodian of the organization records and in general perform all duties incident to the office of Secretary and such other duties as from tine to time may be assigned by the President or Board of Directors.
Section 8. Treasurer: If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. If required, the organization shall pay for such bond. He/she shall have charge and custody of, and be responsible for all funds and securities of the organization, receive and give receipts for monies due and payable to the organization from any source whatsoever, and deposit all such monies in the name of the organization in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these by-laws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors. At the annual meeting, the Treasurer shall present to the members present a complete accounting of all monies and other items received by the organization and all disbursements thereof. A Treasurer’s report shall be given at each meeting of the Board of Directors.
Section 9. Advisor/Consultant: An advisor/consultant may be appointed at the discretion of the Board of Directors and may participate in Board meetings but must be non-voting.
ARTICLE VI: ZONE REPRESENTATIVE AND BLOCK CAPTAIN
Section 1. Zone Leader: The Zone Representative, though not an officer, is an equal member of the Board of Directors of the organization. The Zone Representative shall be elected at the annual meeting of the membership of the organization as the Zone Leader for the area defined by the boundaries of his/her particular zone number. They shall have authority within their zone to call meetings, form committees, establish projects, and perform other organizational functions so long as these activities are compatible with the goals and objectives of the total organization. As a member of the Board of Directors, they are obligated to keep the other Board members informed about the activities within their zone and to seek council and consensus from the Board on activities which may affect the organization as a whole. The Zone Representative shall be the organizational link between the Board of Directors and the individual families, businesses and organizations within his/her zone. They shall have the responsibility for recruiting and selecting Block Captains for their zone, but the lack of Block Captains or the failure of Block Captains to perform does not relieve the Zone Leader of the responsibility for providing the link to the neighborhood. Zone Representative shall be elected by the Board of Directors to fill vacant positions with the provision that these elected leaders will be approved by majority vote at the next meeting of the membership.
Section 2. Block Captain: The Block Captain is the assistant to the Zone Representative for sending and receiving information between the organization and the individual families, businesses and organizations within the zone. They are selected and assigned by the Zone Representative as needed to help carry out his/her responsibilities. The Block Captain should be more familiar with the details of what is happening in his/her area, to keep the Zone Leader informed and to act as a reporter to the Newsletter Editor for the organization.
ARTICLE VII: NEWSLETTER EDITOR
Section 1. Newsletter Editor: The Editor shall be responsible for publishing the Cooper Neighborhood Newsletter on a schedule provided by the Board of Directors of the Cooper Neighborhood Association. The Editor shall determine the format and content of the newsletter and be responsible for all activities necessary to prepare the newsletter for distribution to the membership of the Association. Distribution of the newsletter shall be the responsibility of the organization.
ARTICLE VIII: ORGANIZATIONAL IDENTITY
This organization is an all inclusive neighborhood association. Even though the organization strongly supports family values and the early education for our children, it is not a school organization. It is a neighborhood organization where no one is left out or made to feel excluded. It is an organization where responsible people work together to preserve the safety and security of the people and their property and provide the resources to help the young people grow into healthy, happy and productive citizens.
ARTICLE IX: CHECKS, DEPOSITS AND FUNDS
Section 1. Checks, Drafts, etc.: All checks, drafts, other orders for the payment of money issued in the name of the organization, shall be signed by such officer or officers of the organization and in such manner as shall from time to time be determined by resolution of the Board of Directors. All checks written in the name of the organization shall require two signatures. All four officers shall be registered signatories to organizational bank accounts. No more than $50 shall be spent from the treasury without the authorization of the Board of Directors.
Section 2. Deposits: All funds of the organization shall be deposited from time to time to the credit of the organization in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 3. Gifts: The Board of Directors may accept on behalf of the organization any contribution, gift or bequest for the general purpose or for any special purpose of the organization.
Section 4. Audit: There will be an independent audit of the books made annually before the new Treasurer takes over.
ARTICLE X. BOOKS AND RECORDS
The organization shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors, and shall keep at its registered or principal office a record giving the names, addresses and telephone numbers of the Directors.
ARTICLE XI. AMENDMENT TO BY-LAWS
These by-laws may be altered, amended or repealed and new by-laws may be adopted by majority vote of the dues paying members at any regular or special meeting of the membership as long as the meeting notice contained an explanation of the proposed change.
