College Neighbors Association

College Neighbors Association By-Laws

Jul 20, 2005

BYLAWS

OF THE

COLLEGE NEIGHBORS ASSOCIATION





ARTICLE I

NAME AND PURPOSE

Section 1.1 Name

The name of this organization is COLLEGE NEIGHBORS ASSOCIATION (hereinafter referred to as the ?“CNA?”).

Section 1.2 Purpose

The CNA is organized to preserve, protect and improve the character and livability of the neighborhoods defined in Article II. The CNA will seek to accomplish this purpose by:

?• providing a forum for the membership to discuss matters of common concern;

?• empowering the members individually and as a whole through communication, sharing information and group action;

?• establishing and maintaining open lines of communication and liaison between other neighborhoods, the Town of Brunswick, Bowdoin College, and governmental units and agencies;

?• representing views of the members before public bodies.



ARTICLE II


BOUNDARIES AND REPRESENTATIVE NEIGHBORHOODS


Section 2.1 Boundaries

The CNA is located in the area of Brunswick bounded as follows:

Beginning on the North side of Noble St. at the corner of Maine St.,
continuing West on the North side of Noble St. to the West side of Union St.,
continuing South on the West side of Union St. to the North side of Page St.,
continuing West on the North side of Page St. to the West side of Spring St.,
continuing South on the West side of Spring St. to the South side of Thompson St.,
continuing East on the South side of Thompson St. to the West side of Maine St.,
continuing South on the West side of Maine St. to the South side of Meadowbrook Rd.,
continuing East on the South side of Meadowbrook II (including all of Meadowbrook II) to the East side of Harpswell Road,
continuing North on the East side of Harpswell Road to the South side of Chamberlain Ave.,
continuing East on the South side of Chamberlain Ave. to the end of Chamberlain Ave.,
continuing West on the North side of Chamberlain Ave. to the East side of Harpswell Rd.,
continuing North on the East side of Harpswell Rd. to the South side of McLellan St.,
continuing East on the South side of McLellan St. to the end of McLellan St.,
continuing West on the North side of McLellan St. to the East side of Harpswell Rd.,
continuing North on the East side of Harpswell Rd. to the South side of Bowker St.,
continuing East on the South side of Bowker St. to the end of Bowker St.,
continuing West on the North side of Bowker St. to the East side of Harpswell Rd.,
continuing North on the East side of Harpswell Rd., Sills Dr. and Federal St. to
the Federal St. railroad bridge,
continuing back up the West side of Federal St. to the North side of Cleveland St.,
continuing West on the North side of Cleveland St. to the point of beginning.

A map of the CNA is attached to these Bylaws.


Section 2.2 Representative Neighborhoods

The CNA is divided into four representative neighborhoods within its boundaries. These neighborhoods are generally described as follows.

2.2(a) West of Maine St.
2.2(b) Longfellow Area (including Harpswell Place and Park Row residences)
2.2(c) Meadowbrook II north to Longfellow Ave.
2.2(d) Federal St. Area

ARTICLE III

MEMBERSHIP

Section 3.1 Membership

3.1(a) Members. Members are persons eighteen years of age or older who maintain a primary residence or own property within the boundaries of the CNA. Nonprofit organizations, public schools and business are excluded from membership.

3.1(b) No Exclusions. No person shall be excluded from participation in the CNA because of race, religion, national origin, sex, sexual orientation, handicap, income, age, political party or citizenship.

Section 3.2 Meetings

3.2(a) Annual Meeting. The annual meeting of the membership shall be held in October of each year on a date and at a time and place to be fixed by the Board.

3.2(b) Regular Scheduled Meetings. The membership shall meet quarterly in January, April, July and October (annual meeting) on a date and at a time and place established by the Board.

3.2(c) Special Meetings. Special meetings of the membership may be called by the president or any four members of the Board. A special meeting of the membership shall not be called unless a matter must be decided prior to the next quarterly membership meeting.

3.2(d) Quorum and Voting. No called membership meeting shall be held unless a quorum is in attendance. A quorum shall be 25 members. If a quorum is not in attendance at an annual meeting, the annual meeting shall be rescheduled by the president on a date not more than 60 days following the original date. The membership at a duly organized meeting may transact business by a majority vote of the members present until adjournment, provided that a quorum existed at the time the meeting was called to order.

3.2(e) Proxies. At all meetings of members, each member shall vote in person except if a member is unable to attend and wishes to vote by proxy. The Secretary shall provide a proxy to each member with the notice of each membership meeting. All proxies shall be in writing and filed with the Secretary prior to the meeting. Every proxy shall be revocable and shall automatically cease upon the member?’s attendance at the membership meeting to which the proxy applies.

Section 3.3 Dues

The CNA charges no dues or fees for membership. The CNA will accept voluntary contributions from members or others and may conduct fund-raising functions.



ARTICLE IV

BOARD OF DIRECTORS

Section 4.1 Composition

The Board of Directors, herein referred to as ?“the Board,?” is composed of nine (9) members who own property and reside within the boundaries of the CNA. The membership shall endeavor to elect to the Board at least one (1) member from each of the four representative neighborhoods, but failure to achieve this goal shall not affect the legitimacy of the Board. The officers of the CNA are members of the Board (see Art. V ?§ 5.2).

Section 4.2 Term of Office

Directors shall serve a term of two years with no term limits. Half of the members?’ terms will expire in odd numbered years and the remaining in even numbered years.

Section 4.3 Election

The initial Board shall be elected at a February 2005 special meeting of the membership with each CNA member voting on all vacancies. Thereafter, the Board shall be elected at the annual meeting with each CNA member voting on all vacancies. Nominations for Board members will be accepted from the floor.

Section 4.4 Powers and Duties

The Board has the following powers and duties:

4.4(a) To control and manage the affairs and business of the CNA between general membership meetings. The Board may order the expenditure of funds of the CNA for operating expenses.

4.4(b) To establish agendas and assign priorities for all meetings of the general membership.

4.4(c) To inform the CNA members and to solicit their opinions on any issue which, in the opinion of the Board, significantly affects any or all of the representative neighborhoods.

4.4(d) To establish and maintain a continuing liaison between the CNA and officials and departments of the Town of Brunswick and Bowdoin College.

4.4(e) To adopt positions or stands for the CNA and present majority (and if appropriate minority) reports before public and governmental bodies. Positions adopted by the Board may be revised by the membership at general CNA meetings.

4.4(f) To act at all times in the best interests of the CNA.
4.4(g) To adopt such rules and regulations for the conduct of their meetings and the management of the CNA as they may deem proper, not inconsistent with these Bylaws or the laws of the State of Maine.

4.4(h) To appoint standing and special committees and assign tasks to those committees. Standing committees shall be chaired by a Board member, or his or her designee.

4.4(i) To elect annually, by majority vote from among the Board members, Officers of the CNA.

Section 4.5 Meetings

4.5(a) Regular Meetings. The Board shall meet regularly each month on a date and at a time and place established by the Board.

4.5(b) Special Meetings. Special meetings of the Board may be called by the president or any three members of the Board. A special meeting shall not be called unless a matter must be decided prior to the next regular Board meeting.

4.5(c) Quorum and Voting. A quorum consists of five (5) directors. The directors at a duly organized meeting may transact business by a majority vote of the directors present until adjournment, provided that a quorum existed at the time the meeting was called to order.

4.5(d) Open meetings. Board meetings are open to the membership; however, only Board members may vote at Board meetings.

Section 4.6 Conflict of Interest

Board members shall fully disclose the specific nature of any potential conflict of interest on matters being considered by the Board. No Board member shall vote on any matter in which said member or any parent, spouse, child, partner, employer or similarly related business entity has or appears to have a substantial interest in any property or business that would be substantially affected by such vote.

Section 4.7 Resignation, Removal and Vacancies

Any director may resign at any time by written notice to the Board, a Co-Chair or the Secretary. Any director may be removed from the Board with or without cause by a majority of a quorum of CNA members at a regular or a special meeting. The seat of any Board member with three consecutive unexcused absences from Board meetings may be declared vacant by the Board, notice of such intent having been given after the second absence. Board seats vacated for any reason shall be filled for the remainder of the term by a vote of the Board.


Section 4.8 Compensation

No director shall receive compensation for any service rendered to the CNA. Any director may be reimbursed for actual expenses incurred in the performance of his or her duties.

ARTICLE V

OFFICERS

Section 5.1 Officers

The officers of the CNA are: Co-Chairs, Secretary and Treasurer.

Section 5.2 Election and Term

The officers, by virtue of their position, are members of the Board. The officers are elected by the Board. Any member of the Board is eligible to become an officer. Officers are elected for one-year terms.

Section 5.3 Duties

5.3(a) Co-Chairs. The Co-Chairs prepare agendas for, and preside over all meetings of the general membership and Board of Directors; serve as the official contact for all written/oral communications with the CNA; perform all duties of supervision and management incident to the office of Co-Chair; and perform such other duties as may be prescribed by the Board of Directors and the membership. Each Co-Chair may serve as a voting member of any committee.

5.3(b) Secretary. The Secretary keeps attendance records, records the votes and keeps accurate minutes of the meetings of the Board and of the members in one or more books provided for that purpose. The Secretary maintains an updated list of residences within the boundaries of the CNA and of all Board Members and their addresses, insures that proper notice is given for all meetings, provides proxies to members for each membership meeting, and assists with correspondence responsibilities as needed. The Secretary performs all other duties incidental to the office of secretary and such duties as may be prescribed by a Co-Chair of the Board.

5.3(c) Treasurer. The Treasurer keeps the books of account of the CNA and, in general, performs all duties incidental to the office of the Treasurer. The Treasurer collects and receives all money contributed to the CNA; deposits it in the name of the CNA in a bank account designated by the Board; disburses the same as directed by the Board, presents statements to the Board at meetings, and presents a report at the annual general membership meeting. All disbursements require the signature of the Treasurer and one other Board member as designated by the Board. The Treasurer shall perform such other duties as may be prescribed by a Co-Chair of the Board.


Section 5.4 Resignation, Removal, Vacancies.

An officer may resign at any time by giving written notice to the Board. Officers may be removed with or without cause by a vote of two-thirds of all members of the Board at a special meeting called for that purpose. Vacancies in any office shall be filled by a majority vote of the Board.



ARTICLE VI

MISCELLANEOUS

Section 6.1 Notices of Meetings

6.1(a) Notice of Membership meetings and Regular Board meetings. Notification of the annual, regularly scheduled and special meetings of the membership and of regular meetings of the Board shall be by mail, posted notices, telephone calls, e-mail, notices in newspapers of general circulation or by any other appropriate means of communication apt to reach a majority of the members. Notification shall require at least five (5) days notice to all members.

6.1(b) Notice of Special Board meetings. Notification of special Board meetings shall be by mail, telephone calls, e-mail, or by any other appropriate means of communication apt to reach a majority of the Board members. Notification of special Board meetings shall require as much notice as possible but no less than 24 hours notice to all Board members.

6.1(c) Waiver of Notice: Any member or director who attends a meeting shall be considered to have received notice of such meeting.

Section 6.2 Books and Records

The Secretary is the custodian of the books and records of the CNA and shall make such records available for inspection for any proper purpose at any reasonable time.

Section 6.3 Parliamentary Authority

The proceedings of the CNA and its Board shall be governed by Roberts Rules of Order, Revised, except where those rules conflict with the provisions of these bylaws, provided, however, that fairness and common sense prevail over the technicalities of Robert?’s Rules in each instance.




ARTICLE VII

AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS

The Articles of Incorporation or these Bylaws may be amended, at a regular or special meeting of the members, by a majority of a quorum of members present in person or by proxy, provided that proper notice of the proposed amendment and any explanatory materials have been given at least thirty days prior to the meeting.