Bylaws of OLD NORTH KNOXVILLE, INC.
The mission of Old North Knoxville, Inc., is to preserve, promote and protect the Old North Knoxville Neighborhood.
The name of this Organization shall be Old North Knoxville, Inc. The Board of Directors shall have the power to designate other names for specific activities and programs as it deems appropriate.
NATURE AND PURPOSE
The Organization is formed to combat community deterioration and to secure decent, safe, and sanitary housing, community facilities, and other related facilities, services and conditions, economic, social and otherwise, conducive to the progress and general welfare of the public by facilitating rehabilitation, preservation and improvement of the historical structures and their surrounding environment located in the area known as Old North Knoxville in Knox County, Tennessee.
A person shall be a member of the organization by being a resident or business owner within the boundaries of Old North Knoxville, and by meeting such uniform criteria for membership and membership classification as may be adopted from time to time by resolution of the Board.
Dues shall be set by the Board of Directors. Payment of dues is not required to be a member of Old North Knoxville, Inc. However, payment of dues shall be required to serve on the Board of Directors.
Section 3-Classes of Members
The corporation shall have the following classifications of paid members.
Section 4-Resignation and Termination.
Any member may resign by giving the Secretary of the Corporation written notice of resignation, which the Secretary shall cause to be spread upon the Corporate minutes. The Board of Directors shall have full authority and discretion to remove any member for the violation of these Bylaws, or any rules and regulations duly adopted by the Board of Directors of the corporation, or because of any conduct that conflicts with the best interest of the organization.
Section 5-Annual and Special Meeting.
a. An annual meeting of the organization shall be held in February of each year. Written, or email, notice of the meeting shall be delivered to each voting member not less than 10 days nor more than 30 days prior to the date of the meeting. Such notice shall state the day, time and place at which the meeting shall be held. Such notice shall be deemed given when the organization’s newsletter has been placed in the United States Mail with sufficient postage thereon and addressed to each member at the member’s address as it appears in the corporation’s membership books, or sent to the email address as listed. A certificate by the Secretary of the corporation stating that such notification was mailed shall be conclusive. Written or email notice of special meetings shall be delivered in the same manner as notice of the annual meeting. Notice of a special meeting shall also contain a statement of the purposes for which the meeting is called and shall give the names of the persons calling the meeting.
b. The Board of Directors may designate any place within Knox County as the place of the annual meeting. Any special meetings of the members shall be held at such locations as designated by the person or persons calling the special meeting.
c. Special meetings of the members may be called by the President, the Board, or 10% of the membership.
d. All meetings shall be conducted according to Robert’s Rules of Order Newly Revised.
a. Each member shall have one vote at the annual meeting. Individuals representing organizational and business members may cast only one vote on issues coming before the members and may not cast two votes by virtue of being both a representative and an individual member.
b. Organizational and business members may designate one representative to exercise their vote. Voting agreements are prohibited.
c. Proxy voting shall be allowed in writing on a specific subject.
d. If deemed necessary any director may request a vote to be taken by paper ballot on a given subject.
BOARD OF DIRECTORS
The business affairs of the corporation shall be managed by a Board of Directors, each of whom shall be of legal age and shall have capacity to contract.
a. No person shall be elected or appointed or shall continue to serve as a Director unless he/she is a paid member of the corporation.
b. People living in the same household shall not serve on the Board of Director’s at the same time. Persons currently serving on the Board and living in the same household shall be grandfathered in.
c. Residency Requirements-Any person running for a Board of Director position shall have been a resident of the neighborhood for one year. In the event of an emergency or crisis, an interim appointment may be made at the will of the Board of Directors disregarding the above requirement.
The Board shall be divided into two classes of Directors. Those who serve on the Board by being elected by the membership and those who serve as Executive Officers by being elected by the Board of Directors.
Section 4-Number of Directors
The number of directors on the Board shall not be less than thirteen (13) and not more than fifteen (15).
Section 5-Terms of Office
a. Board members shall serve a term of three years and may be reelected. Board members who are elected officers shall hold office for a term of one year, and may be reelected to that office for no more than two (2) consecutive terms. The officer, who has served for two terms will then serve out the remainder of their term as a board member. If the officer being elected has already served time as a board member they will have to be reelected to the board to serve additional time as a board member.
b. All directors shall serve until their successors are duly elected or appointed.
Section 6-Election and Appointment
a. Each year the members of the corporation shall elect replacement directors to fill the positions on the Board held by directors whose term is about to expire. Board members shall be elected by the membership at the annual meeting.
b. New Board members shall attend a Board orientation as soon as possible after election.
c. Should a director, other than one serving by virtue of being an officer, be removed or resign from office, a replacement will be appointed by members of the Board to serve until the next annual meeting.
d. Should an officer cease to be a member of the Board because the Board has removed the person involved from office, then the Board shall appoint a replacement unless otherwise provided in these Bylaws.
e. Should a vacancy occur because of a director’s resignation, then the Board shall appoint a replacement to serve until the next annual meeting.
Section 7-Resignation and Removal
a. Any member of the Board may resign from the Board by giving written notice to the corporation’s Secretary, who shall cause such resignation to be spread upon the minutes of the corporation.
b. Any director may be removed for any reason by a vote of two-thirds (2/3) of the Board. Any director or directors may be removed for cause by a majority of the entire Board. Cause shall be defined as a final conviction of felony, declaration of unsound mind by a court order, adjudication of bankruptcy, non-acceptance of the office or conduct prejudicial to the interests of the corporation.
The Board of Directors shall not receive compensation for services rendered to the organization as a Board member. However, any Board member may be reimbursed, subject to the approval of the full Board, for actual expenses incurred in the performance of duties. Reimbursement shall be made upon the Treasurer receiving a receipt for services.
Directors shall set policy, recommend changes to the Bylaws as needed, authorize activities and expenditures of the organization, supervise all phases of the organization’s work, and otherwise manage and direct the affairs of the organization. Every Board member shall serve on at least one committee.
a. The Board of Directors shall meet at least quarterly at locations determined by the Board. The Board may meet more often as determined by the Board. All Board members shall attend two out of three Board meetings except under extenuating circumstances.
b. Special meetings of the Board of Directors may be called by the President or by any three Directors.
c. Notice of special meetings of the Board shall be by written or email notice, or by personal notice given five (5) days in advance.
d. One-third (1/3) of the Board of Directors shall constitute a quorum.
e. If a vote is needed on an urgent matter it may be taken by email vote. The board will set the cutoff date for discussion and the reply date for the vote. At the board’s discretion the email replies shall be a reply to all and the results given by the originating author as soon as the votes are counted.
f. PRESUMPTION OF ASSENT. A director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent is entered in the minutes of the meeting, or unless he/she shall file a written dissent with the person acting as secretary of the meeting before adjournment of the meeting, or forward the same by registered mail to the secretary immediately after adjournment of the meeting. The right to dissent shall not apply to a director who voted in favor of the action to be taken.
Section 1-Residency Requirements for Officers
Any board member can be elected by the board of directors as an officer if:
a. The nominated board member has been a resident of the neighborhood for one year.
b. The nominated board member has served on the board of directors for six months.
In the event of an emergency or crisis, an interim position can be established for any executive board position, board member seat, or committee chair at the will of the board of directors disregarding the above requirements.
a. The corporation shall have four officers-President, Vice-President, Secretary and Treasurer.
b. When officers are elected by the Board at the March meeting they shall serve no more than two consecutive terms. If they are new to the Board they will be allowed to finish the rest of their three year term. If they have served on the Board prior to their election as an officer, they can be reelected to a full three-year term as a board member.
c. Special consideration of term limits may be made for the office of Treasurer. However, this can only be made with the approval of the Board.
The officers of the corporation shall be elected by the board members of the corporation at the next Board meeting, following the annual meeting.
The President shall preside at all meetings of the Board of Directors. He/she may sign with the Secretary or any other officer of the corporation authorized by the Board of Directors, any deed, mortgage, bond, contract or other instrument which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated to some other officer or agent of the corporation; in general, he/she shall perform all the duties incident to the office of President and such other duties which shall from time to time be assigned by the Board of Directors.
The Vice-President shall assume the duties of President when the President is absent or incapacitated. The Vice-President shall perform such duties as may from time to time be assigned by the President or by resolution of the Board.
The Secretary shall keep and distribute accurate minutes of the meetings of the Board of Directors, see that all notices are in compliance with the provisions of these Bylaws, be custodian of the corporations records, keep a register of the post office addresses of each Director, perform all duties incident of the office of Secretary, and such other duties as from time to time may be assigned to him/her by the Board of Directors.
If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the office in a sum and with sureties as may be so required. The cost of any such bond shall be born by the corporation. He/she shall have charge and custody of and be responsible for all funds and securities of the corporation, receive and give receipts for money due and payable to the corporation from any source whatsoever and deposit all monies in the name of the corporation in such bank or other financial institution as shall be selected by the Board, shall keep a correct and complete set of books and records of accounts of the corporation, and in general perform all duties incident of the office of Treasurer and such duties as from time to time may be assigned to him/her by the Board of Directors.
Section 8-Removal and Vacancies
All officers serve at the will of the Board and may be removed by a two-thirds (2/3) vote of those Board members present at a meeting of the Board at which a quorum is present. Vacancies in an office which occur for any reason shall be filled by the Board of Directors to serve until the next annual meeting, except that if the office of President becomes vacant, it shall be filled by the Vice-President.
Section 1-Standing Committees
The Board of Directors will oversee the activity and progress of each of the following committees. The Chairperson of each committee shall be a member of the Board of Directors, unless otherwise determined by the Board. The President of the organization shall be an ex-officio member of each committee.
a. Executive Committee: The Executive Committee shall consist of the elected officers of the Board, and one other elected Board member. The Executive Committee shall have and may exercise all the authority of the Board of Directors between meetings of the Board of Directors other than the authority to elect officers or directors, to amend the Articles of Incorporation or Bylaws of the corporation, or to liquidate, merge, consolidate, dissolve, or dispose of all or substantially all of the assets of the Corporation. A majority of the Executive Committee shall constitute a quorum for transacting business and the vote of the majority of the members of the Executive Committee present at a meeting at which a quorum is present shall constitute the act of the Executive Committee. A report of all actions and decisions of the Executive Committee shall be made as a regular order of business at each meeting of the Board of Directors, and such actions and decisions shall be ratified by a majority of the Board members present at such meeting.
b. Home Tour Committee: The Home Tour Committee shall be responsible for all aspects of the Annual Historic Home Tour.
c. Special Projects: The Special Projects Committee shall investigate and report to the full board on possible projects for Board and Neighborhood improvement and involvement.
d. Historic Preservation:
1) The Historic Preservation Committee shall be responsible for reporting to the full board all issues relating to the Historic Overlay Zoning and possible restoration of Historic Properties.
2) The Historic Preservation Committee shall be responsible for developing any new guidelines concerning H-1 Overlay. These will then be presented to the Board of Directors to be approved and included in the revised guidelines.
e. Nominating Committee: Each year two (2) months prior to the annual meeting of the members, the Board shall designate members to serve on the nominating committee. The nominating committee shall be responsible for recommending candidates for election as officers and board members. The committee shall report its recommendations for nomination to the membership. All members who desire to do so may make recommendations for candidates to the committee. Nominations for officers and board members can be made from the floor.
f. Fiscal Affairs Committee: The Fiscal Affairs Committee shall review annually records and accounts of the corporation. The committee shall be selected by the board of directors.
g. Social Committee: The Social Committee shall be responsible for the monthly neighborhood program. This shall include providing the speaker and arranging the pot luck dinner.
Section 2-Other Committees
The Board of Directors may designate and appoint one or more committees, either standing or ad hoc, consisting of directors, members, or both and shall describe the duties and authority of each such committee.
All committees shall report their activities and recommendations to the Board from time to time as the Board may desire. The delegation of power to a committee shall not relieve the directors from their responsibility for managing the business affairs of the corporation.
Section 1-Parliamentary Procedure
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Board of Directors in all cases where such are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Board of Directors may adopt.
Section 2-Distributions and Compensation
No part of the assets of the corporation shall issue to or be distributable to the benefit of its officers, members of the Board of Directors, members of the corporation or other private persons except that the corporations shall be empowered to pay reasonable compensation for services rendered on its behalf and to make payments and distributions in furtherance of its exempt purposes as set forth in the Articles of Incorporation and these Bylaws.
The fiscal affairs of the corporation shall be reviewed each fiscal year by a committee appointed by the board of directors. The fiscal year of the Corporation shall be from October 1 through September 30.
Section 4-Speaking for the Organization
No Officer or Board Member may speak, write a letter, or send an email, on behalf of the Organization that is deemed to be the position of the Organization on any given subject, without the prior consent of the Board of Directors. It must be stated that they are speaking only for themselves and not on behalf of the Organization.
Section 1-Amendments to the Bylaws
The Bylaws of the Corporation may be altered, amended, or repealed or new Bylaws may be adopted by the Board of Directors of the Corporation at any annual or special meeting thereof at which a quorum is present, by the vote of a majority of all incumbent directors. If all the directors then in office shall not be present at such meeting, notice of the proposed alteration, amendment, repeal or adoption of new Bylaws shall be set forth in the notice or waiver of notice of such meeting. A copy of the amended By-Laws must be sent, in a timely manner, to the appropriate division of the Internal Revenue Service that handles non-profit organizations.
Section 2-Amendments to the Charter
Whenever the Board considers it desirable, it may adopt a resolution describing a proposed amendment to the Charter. A change in the Charter must be presented to a vote of the Board at a duly called meeting. There must be written notice of the meeting sent to Board members which has to include a copy of the proposed amendment. The Charter may be changed if the proposed amendment or addition to the Charter is approved by a majority vote of the members who are present and voting. After any amendment has been approved, it shall be written and delivered to the Secretary of State for filing. Once the amended Charter has been returned it must be taken to the County Register of Deeds for filing. Upon return from the Register of Deeds a copy must be sent to the appropriate division of the Internal Revenue Service that handles non-profit organizations.
In the event of dissolution, the assets of the Organization shall be divided as follows:
a. All debts and liabilities of the Organization shall be settled.
b. All residual assets of the corporation shall be turned over to one or more organizations decided upon by the Board of Directors that espouse(s) the nature, goals and purpose that this Organization holds value to, providing that Organization is exempt under the provisions of Section 501 (c)(3) and 170 (c)(2) of the Internal Revenue Code of 1954 (or as it may be amended), or to the Federal, State, or Local government for exclusive public purposes.
Revised April 2014