NAP- Neighborhood Alliance of Pawtucket

NAP

By Laws

Neighborhood Alliance of Pawtucket (NAP)

By-Laws

Article I.

Name and Office

Section I. : The name of the Corporation is the Neighborhood Alliance of Pawtucket (NAP). Its principal office is located in the city of Pawtucket, RI, at such location as may be determined from time to time by the Board of Directors.

Article II.

Purpose

Section 1: A decent, safe, clean neighborhood should be a basic right for all citizens of Pawtucket. To this end, the NAP shall be organized and operated to be a voice for the strict enforcement of minimum housing standards and building codes, zoning and traffic laws, litter and trash ordinances, crime prevention and maintain the historic heritage of Pawtucket. The NAP shall be an advocate for the betterment of the City of Pawtucket through the introduction of new laws and ordinances at the state and local levels whenever possible and wherever appropriate. The NAP, in an organized effort, will work on any issue or project as it relates to the concept of a safe, decent, clean city. All residents of Pawtucket will be allowed to participate in NAP functions and activities without regard to age, creed, color, handicap, national origin, race or sex.

Section 2: The Corporation is a non-profit corporation organized exclusively for charitable purposes as described in section 501 (C) (3) of the Internal Revenue Code, as amended. In no event will any part of the assets of the Corporation be applied directly or indirectly for the benefit of any member of the Corporation in any status of the Corporation under Section 501 (C) (3) of the Internal Revenue Code, as amended.

Article III.

Membership

Section 1: Eligibility, General Membership:
Any resident, property owner or business owner of Pawtucket who supports the purposes of the NAP is considered a member of the Alliance.



Section 2: Board of Directors:
No Director shall be an elected public official. All members of the Board of Directors must be a Pawtucket resident. The Board of Directors shall not have more than fifteen (15) members, nor less than nine (9) member, with not more than two (2) voting representatives from each Neighborhood Association and two (2) alternates.

Section 3: Powers of the Board:
The Board of Directors shall have the general management and control of the activities and affairs of the Alliance and may exercise all the powers that may be performed by the Alliance pursuant to law and these By-Laws, specifically to include but not limited to those powers which are necessary to the Alliance to pursue those purposes for which it was created.

Section 4: Term of Board of Directors:
The term of membership of the Board of Directors shall be limited by length of term, resignation, incapacitation or removal. The length of term for the Board members shall be three (3) years with staggered terms.

Section 5: Removal:
Any member of the Board of Directors may be removed with or without cause by 2/3 affirmative vote. Except in instances of lack of attendance, no member shall be removed without giving said member an opportunity to address the Board. A member who fails to attend three (3) consecutive Board meetings without excuse may be deemed to have ordered his/her resignation as a member of the Board.

Section 6: Vacancies:
The Board of Directors of NAP shall nominate new members to fill vacancies on the Board. Such nominations shall be subject to ratification by a 2/3 affirmative vote of the Board of Directors present.


Article IV.

Meetings of Members

Section 1: Regular Meetings:
Regular meetings of the Board of Directors shall be held at least four (4) times but preferable six (6) during the calendar year. Notice of the date, time and place of these meetings shall be communicated to each Director not less than seven (7) days prior to the date of the meeting.

Section 2: Special Meetings:
The Chairperson, or at least two (2) consenting members, may call a special meeting of the Board of Directors. Notice of the date, time, place and reason for special meeting shall be given to each member either personally, by phone, electronic communication or by mail 48 hours prior to the date fixed for said meeting.

Section 3: Conduct of Meetings:
All meetings of the Corporation shall be conducted by the Chairperson according to Robert's Rules of Order. The meeting shall be adjourned if, at its inception or during the meeting, a quorum is not present. It shall be necessary that a simple majority of the current total number of Directors be present to constitute a quorum.

Section 4: Voting:
The Affirmative vote of a simple majority of the Board of directors present at a meeting shall be the Act of the members unless a greater number of affirmative votes is specifically required by law elsewhere in these by-laws. (An officially sanctioned vote by telephone canvassing is not
precluded by these by-laws when circumstances warrant).

Article V. Officers of the Corporation:

Section 1, Officers:
The Board of Directors shall select from the Board, a Chairperson, a Vice-Chairperson, Secretary, a Treasurer, a Press Secretary, and other officers as deemed necessary by affirmative vote of the Board, with designations, functions, powers and duties not inconsistent with the law
and these by-laws.

Section 2, Election and term
Officers shall be nominated by any member of the Board and elected by affirmative vote of those present at a Board meeting for the purposes of elections of officers Each officer is elected for one (1) year terms.

Section 3: Vacancies
If a vacancy occurs in the office of the Chairperson, the Vice-Chairperson shall serve as Chairperson for the remainder of the term. If a vacancy occurs in an office other than the Chairperson, the Chairperson shall appoint a member to serve the remainder of the term.

Section 4: Duties of the Chairperson
The Chairperson shall preside at all meetings of the Alliance, shall have and exercise general charge and supervision of the affairs of the Alliance shall perform such other duties as shall be prescribed by the Board of Directors and shall appoint committees as required.

Section 5, Duties of the Vice-Chairperson
The Vice-Chairperson shall preside at all meetings of the Alliance in the absence of the Chairperson and shall perform such other duties as shall be prescribed by the Board of Directors.



Section 6: Duties of the Secretary

The Secretary shall be responsible for keeping minutes of all meetings of the Alliance and for notifying Board members of those meetings, shall keep an accurate list of the names and addresses of all Board members, shall keep a list of all proposed members and applications for membership, shall be responsible to ensure that all corporate documents, papers, and letters are being properly maintained and preserved, and shall perform other duties as may be delegated by the Chairperson. The position can be expanded to include a Recording Secretary at the discretion of the Chairperson.

Section 7: Duties of the Treasurer
The Treasurer shall be responsible for overseeing financial records of the Alliance. The Treasurer shall ensure that at each meeting of the Board a report of the financial status of the corporate funds. Shall regularly review the bookkeeping procedures of the Alliance employees to ensure that timely and accurate records are maintained. Shall ensure that federal and state income tax returns have been filed on a timely basis. Shall arrange for the review of association records by the Board, and take such other and further actions as directed by the Board.

Section 8: Removal of Officers
An officer may be removed from office by 2/3 affirmative vote of the Board of Directors with or without good cause. Said officer shall be given an opportunity to address the Board prior to a vote by the Board. At the request of any member, said vote will be conducted by secret ballot.

Article VI. Committees

Section 1: Appointment and Duties
The Chairperson, with the approval of the Board, may appoint committees of its members as deemed appropriate. Such committees may be temporary or continuing, shall act under supervision of the Board and the Chairperson and may not act on behalf of the Board but shall make recommendations to the Board as it deems appropriate to its charge. said committees may act on behalf of the Board only upon specific delegation by the Board.

Section 2: Chairpersons and Meetings
Such committee shall elect a chairperson by affirmative vote of its members to preside at meetings and shall schedule meetings as it deems appropriate to its charge.




Article VII. Executive Director

The Board of Directors may designate a person to be Executive Director of the Alliance. Such appointment and removal shall require an affirmative vote of the Board. He/She shall attend and participate in all meetings of the Directors, but shall not be entitled to vote at any such meeting.
He/She shall assist in preparation of an agenda for each meeting of the Directors. He/She shall be entitled to such reimbursement for expenses as the Board of Directors may authorize. the Directors may authorize the Executive Director to execute on behalf of the Alliance such documents as may be required by the federal Government, Foundations or other entities
dealing with the Alliance.

Article VIII Contracts

The Board of Directors may authorize any member to enter into ant contract or execute and deliver any instrument in the name of and behalf of the Alliance and such authority may be general or confined to a specific instance; agent or employee shall have any powers of authority to bind the
Alliance by any contract or agreement or to render it liable pecuniary for any purpose or for any amount.

Article IX Amendments of the By-Laws

These by-laws may be altered, amended or repealed or new by-laws may be adopted by the 2/3 affirmative vote of the Directors present at a meeting duly called, the note which discloses that action will be proposed.

Article X Fiscal Year

The fiscal year shall commence on July 1 and end on June 30 of the following year.

Article XI Dissolution

In the event of the dissolution of the Alliance, any and all assets available for distribution after payment of obligations, shall be transferred to such other organization or organizations as shall at the time qualify as an exempt organization under Section 501 (C) (3) of the Internal Revenue Code or the corresponding provision of any Federal tax law.

The foregoing by-laws were adopted by the Board of Directors of the Alliance at a meeting held on the day of 2000.




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