Jefferson Park Neighbors Association

JPNA Bylaws (Updated 4-26-05)

Jefferson Park Neighbors Association Bylaws

ARTICLE I. - NAME AND BOUNDARIES

1. Name

The name of this organization shall be Jefferson Park Neighbors Association, a Corporation (the “Association”).

2. Boundaries

For the purposes of the Association the Jefferson Park Neighborhood is defined as the area of Oklahoma City, Oklahoma, bounded by Northwest 30th Street on the North; Northwest 23rd Street on the South; Centennial Expressway on the East; and North Walker Street on the West.

ARTICLE II: GOALS AND PURPOSES

1. The Association is organized for the charitable purpose of improving, protecting, preserving, restoring, and beautifying the Jefferson Park Neighborhood.

2. A. The Association is organized exclusively for charitable and
education purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.

B. Notwithstanding any other provision of these articles, the Association shall not carry on any other activities not permitted to be carried on (a) by a Corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law) or (b) by a Corporation contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue Law)

C. No part of the net earnings of the Association shall inure to the benefit of or be distributable to its members, trustees officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation and the Association shall not participate in, or intervene in (including the publishing of distribution of statements) any political campaign on behalf of a candidate for public office.

3. For the purpose of the Community Housing Development Organization (CHDO) operating privileges, at least one-third of the Association’s Board of Director’s must be representatives of the low-income community served by JPNA.

4. The Association, through its CHDO operating privilege, will provide decent housing that is affordable to low and moderate income people.

ARTICLE III. - MEMBERSHIP

1. Eligibility

A. Membership in the Association shall be open to residents and/or property owners who reside within the Jefferson Park Neighborhood and are 18 years of age or older.

B. Any person who owns property, even though they may reside elsewhere, is eligible for membership in the Association.

2. Dues

A. Membership dues in the Association shall be paid annually and membership shall be contingent upon payment of same.

B. The membership dues amount shall be set by the Association’s Board of Directors (the “Board”).

C. The payment of the annual membership dues may be waived in all or in part upon application to the Board.

3. Voting

A. Each member who is in good standing is entitled to vote at the Association’s Annual Meeting. Good standing is defined as a current resident, property owner or business owner who has paid their annual membership dues at least thirty (30) days prior to casting any vote.

B. Each property owner or business owner, regardless of the number of enterprises or properties owned shall be entitle to only one vote.

C. No proxies will be allowed. Votes must be cast in person.

ARTICLE IV. - MEETINGS

1. General Membership Meeting

An Annual meeting of the members of the Association shall be held at such time and at such place as decided by the Board (the “Annual Meeting”). At this meeting the membership shall elect individuals to fill the Board positions that are open.

2. Special General Membership Meetings

Upon the request in writing of the President, two or more officers of Board, the majority of the Board, or ten percent (10%) of the membership, the Secretary-Treasurer shall call a special meeting of the general membership, scheduled within thirty (30) days of the request of such written notice.

3. Board Meetings

A. The Board shall hold regular monthly meetings at such date and time as determined by the Board.

B. Notice of the time, place and purpose of the meetings shall be given by the Secretary-Treasurer by any reasonable means, including but not limited to telephone, e-mail, fax or regular mail at least forty-eight (48) hours prior to the meeting to each Director.

C. A quorum shall consist of a majority of the Board membership. A quorum must be present for the transaction of business at any Board meeting. If a quorum shall fail to attend any meeting, a majority of the Board present may adjourn the meeting to another place, date, or time, without additional notice.

D. Except for actions decided by unanimous consent in lieu of a Special Meeting as described in Article IV(4)(D) of the By-Laws voting by proxy, absentee ballot, e-mail or telephone shall not be allowed.

E. Persons wishing to speak before the Board should contact one of the Directors to be placed on the meeting agenda. Persons who are not members of the Association may be asked to leave after their presentation.

F. Parliamentary procedure of all meetings shall be conducted in
accordance with the current edition of Roberts Rules of Order unless it is inconsistent with the Association By-Laws. In such a case the By-Laws control.

4. Special Board Meetings

A. Special meetings of the Board may be called by or at written request of the President, or any two (2)Directors, or ten percent (10%) of the general membership of the Association.

B. The Secretary-Treasurer shall give notice either by any reasonable means, including but not limited to mail, e-mail or telephone to each Director of special meetings of the Board within forty-eight (48) hours of such meeting and shall determine the place within the boundaries of Jefferson Park Neighborhood.

C. All Directors must be provided notification.

D. With respect to Special Meetings of the Board, the Board may determine any issue or issues by unanimous consent in lieu of a Special Meeting. Such decision shall be recorded by the Secretary-Treasurer and entered into the minutes of the next Board meeting.

ARTICLE V. - BOARD OF DIRECTORS

1. The Board shall have general control of the administrative affairs of the Association and shall establish the agenda for meetings of the Board and general membership to which they are held accountable.

2. Qualifications

A. To be eligible for membership on the Board, the individual shall have been a member of the Association in good standing for three (3) months.

B. No member of the Association who has at any time been expelled from the membership by the Board shall at any time be eligible to serve on the Board. Any member of the Association who has been censured by the Board shall not be eligible to serve on the Board for three terms from the date of censure.

C. There shall be only one (1) officer per household.


D. Regular attendance at all meetings.

3. Election of Directors

A. The President shall appoint a Nominating Committee of at least four (4) Directors ninety (90) days prior to the Annual Meeting.

B. The Nominating Committee shall submit a slate of nominees at least thirty (30) days in advance of the Annual Meeting. This slate of nominees will also be listed in the Jefferson Park Newsletter and/or with the notification of the Annual Meeting.

C. Members may nominate themselves or any other member that is eligible to be a Director at the Annual Meeting.

D. The vote shall be by written ballot. If there are three (3)vacancies, the persons with the top three total votes win the election for those three (3) vacancies. If there is a tie vote, the ballot will be broken by lot.

E. The newly elected Directors shall assume office immediately after the Annual Meeting.

F. The Board shall consist of eleven (11) Directors.

G. Each Director shall serve for three years or until their successor is elected. Directors may succeed themselves if re-elected.

4. A meeting of the Board for the purposes of election of officers and the transaction of any other business shall be held each year immediately after the Annual Meeting.

5. A. The Board shall make all rules governing the conduct and management of the Association which is deemed advisable and which are not in conflict with the purpose of the Association or its Bylaws.

B. All members of the Association may attend all meetings of the Board.

C. General members do not have voting privileges at Board meetings.

6. A. Directors shall receive no salary for their services. Nothing herein contained shall be construed to prevent any Director from receiving compensation for services to the Association rendered in a capacity other than that of Director.

B. Directors shall avoid conflict of interest or the appearance thereof as between their political, personal, professional, or financial interest and the stated purpose of the Association. Should such a conflict arise, the Director should abstain from voting on the issue.

7. A. A Director shall be removed due to absence from three (3) consecutive Board meetings.

B. Discussion of the second consecutive absence by the Board shall precede notification of proposed removal of the Director.

C. Notice of proposed removal shall be served by certified letter by the Secretary-Treasurer after the second consecutive absence.

8. A. Directors must be present to vote.

B. Directors cannot vote by proxy, by absentee ballot, by telephone, or by e-mail.

ARTICLE VI. - OFFICERS

1. A. The officers of the Association shall be a President, a Vice President, a Secretary-Treasurer, a Parliamentarian, a Historian and such other officers as may be elected by the Board. Each officer is entitled to one vote at any regular or special meeting with the exception of the President who only votes in case of a tie vote.

B. No officer may hold any more than one (1) office at one time, and shall hold office for one year and/or until his successor is elected and qualifies to hold that office.

C. To qualify, an officer must be a member of the Association in good standing for at least three (3) months and have been elected to the Board by the membership.

D. The Board may authorize an officer or officers to enter into a contract or execute and deliver in the name of the Association and on behalf of the Association any contract or other instrument.

2. Vacancies in any office may by filled by the Board at any meeting. All officers shall serve a one (1) year term unless re-elected.

3. President

A. The President shall be the chief executive officer of the Association. He or she shall preside over regular or special meetings of the Board and also plan and prepare agendas for each meeting. The President shall facilitate the creation, monitoring and achievement of yearly goals and committees.

B. The President is authorized to contract, receive, deposit, disburse, and account for funds of the Association in fulfillment of the Association’s objectives; to execute in the name of the Association all bonds, contracts, deeds, leases, and other written instruments authorized either generally or specifically by the Board to be executed by the Association; and to sign all legal documents authorized by the Board.

C. The President shall be the official spokesperson for the Association. The President shall represent, or designate someone to represent the Association before any organization whose agenda contain items of concern to the Association.

D. The President will coordinate all Association activities and shall
have the general powers of supervision and management of the Association as pertaining to the office and such duties as may be designated by the Board.

E. The President will create and send letters on behalf of the Association when required and approved by the Board.

F. With the exception of the Nominating Committee, the President shall be an ex-officio member of all other committees.

G. The President will not cast a vote in any Board meeting unless there is a tie vote.

4. Vice President

The Vice President shall preside in the absence of the President. The Vice President shall perform all such duties as may be properly required of him or her by the Board, or the President, and in the absence or inability of the President, shall perform the functions and exercise the powers of the President.

The Vice President shall share responsibilities listed under the
President’s duties as required and agreed upon with the President and
the Board.

5. Secretary-Treasurer

A. The Secretary-Treasurer shall make such reports and perform such other duties as required by the Association.

B. The Secretary-Treasurer shall notify each member of the Board of the place and time of all meetings.

C. The Secretary-Treasurer shall keep the minutes of the Board meetings and of the general membership meeting. The minutes will be written in summary form except as to the formal actions taken by the Association which shall be set out in detail. The minutes of all meetings will be distributed to all Directors before the next regularly scheduled Board meeting either by e-mail or regular mail. The Secretary-Treasurer will keep a current home and e-mail address of each Director, which shall be furnished by such member. The Secretary-Treasurer shall make an audio recording of all meetings including executive sessions. These recordings shall be kept permanently at the Association’s headquarters for easy accessibility to any member of the Association.

D. The Secretary-Treasurer should co-sign all organizational correspondence and shall keep an attendance record of Board and general membership meetings. The Secretary-Treasurer is the custodian of all official documents and papers of the Association.

E. If the Secretary-Treasurer is absent from any meeting, a temporary clerk shall be chosen at the meeting by the President and shall keep a true record of the proceedings.

F. The Secretary-Treasurer shall be responsible for collecting the mail from the post office and distributing it to the addressees in a timely manner.

Treasurer Responsibilities

A. The Secretary-Treasurer shall be responsible for the maintenance of financial records, including all receipts and disbursements, which shall be the property of the Association. The Secretary-Treasurer shall establish for the purpose of such, a checking account in the name of the Association.

B. The Secretary-Treasurer may be bonded in an amount determined by the Board. Such expenses shall be paid by JPNA.

C. The Secretary-Treasurer shall give a detailed monthly financial report at each Board meeting and the general meeting. This report will become a part of the permanent financial record of the Association.

D. The Secretary-Treasurer will submit to the accounting firm hired by the Board of Directors any and all pertinent financial records in order to have regular financial reports and audits performed in a timely manner.

E. Disbursements from all accounts shall be authorized by the Secretary-Treasurer’s signature in amounts decided by the Board and recorded in the minutes.

F. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies, savings and loans or other depositories as the Board may designate or as may be designated by an officer or officers of the Association to whom such power is delegated by the Board. Unless otherwise provided by resolution of the Board, endorsements for deposits to the credit of the Association may be made by hand-stamped legend in the name of the Association or by written endorsement of the Secretary-Treasurer, President or Vice President.

6. Parliamentarian

A. The Parliamentarian shall be the undisputed authority of the conduct of all Board and general membership meetings. A copy of the By-Laws and Roberts Rules of Order Revised which shall be available for reference at all meetings. The Parliamentarian shall determine whether a quorum is in attendance at Board meetings.

B. The Parliamentarian shall be a Director with full authority to vote.

7. Historian

A. The Historian shall keep all published copies of items, articles,
photographs and any other information of a public notice pertaining to the Association as an official record.

ARTICLE VII. - COMMITTEES

1. The President may designate and create one or more committees as needed. For all committees, the Chair shall be appointed by the President.

2. Each committee will be chaired by a member of the Board, which shall have and exercise the authority granted by the Board. All such appointments are subject to the approval of the Board.

3. The designation and appointment of any committee and the delegation of authority thereto, shall not operate to relieve the Board, or any individual Director, of any responsibility imposed by law.

4. No one who is not a member of the Association shall serve on a committee.

5. Each member of a committee shall continue as such until successors are appointed, unless such committee shall be sooner terminated, or unless such member is removed, resigns or otherwise ceases to qualify to serve on the committee.

6. Duties of each committee shall be determined when the committee is formed.

7. Ad hoc committees may be created as may be necessary to perform specific duties as established by the President and/or by the Board. The President shall appoint the Chair and members of each ad hoc committee subject to Board approval.

8. Committee chairs will give either a written or oral report of all activities at every regularly scheduled Board meeting.

9. The Neighborhood Revitalization Committee shall give low-income program beneficiaries special consideration in advising the CHDO on design, location or sites and the development and management of affordable housing.

ARTICLE VIII. -RESIGNATION
OR REMOVAL; VACANCIES

Upon affirmative vote of two-thirds of the Directors present, any Director may be removed, with cause, and his/her successor elected at any meeting of the Association as described in Article IV of the By-Laws.

Any Director may resign at any time by giving written notice to the President. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Any vacancy occurring in any office or standing committee chairmanship for any reason other than removal may be filled by appointment by the President with Board approval for the unexpired portion of the term or until such time as a successor is duly named. Notification of said vacancies shall be publicized by newsletter at least two (2) weeks before said meeting.

ARTICLE IX. - AMENDMENTS

The President shall appoint a By-Laws Committee to amend or otherwise modify the By-Laws as the need may arise. By-Laws may be modified, amended or repealed and new By-Laws adopted by a two-thirds (2/3) majority vote of the Board present at any meeting of the Board. Notice of such meeting amending the By-Laws must be sent to members at least thirty (30) days prior to vote of the Board by Jefferson Park Newsletter and/or website. The general membership shall be notified of any By-law changes adopted in the newsletter, website and/or at the Annual Meeting.

ARTICLE X.

The fiscal year of the Association shall end on December 31st of each year.

ARTICLE XI.

The Association may be dissolved by a two-thirds (2/3) vote of its members.

Upon dissolution, no member or members shall have any right to nor shall receive any assets of the Association. The assets of the Association are permanently dedicated to a tax exempt purpose. In the event of dissolution, the Association’s assets, after payment of debts, will be distributed to an organization for a public purpose related to the Jefferson Park Neighborhood which is tax exempt under the provisions of Sec. 501(c)(3) of the IRS Code.


ATTEST JEFFERSON PARK NEIGHBORS ASSOCIATION

Laurie Houser, Secretary-Treasurer
April 26, 2005

Elizabeth Park-Capron, President
April 26, 2005