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The name of the organization shall be the Collins Park Neighborhood Association (CPNA)
Article II. Purpose: The purposes for which the neighborhood association is organized are:
b) To provide an open process by wish all members of the neighborhood may involve themselves in the affairs of the neighborhood.
c) To do and perform all of the activities related to said purposes, to have and enjoy all of the powers granted, and engage in any lawful activity for which nonprofit corporations may be organized under Florida Statues Chapter 617.
d) For such other objectives as are approved by the Board of Directors (Board) or membership.
Article III. Boundaries: Boundaries of the Neighborhood Association shall be defined within the boundaries of the 17th Street of the South, 25th Street to the North the Atlantic Ocean on the east and the Pine Tree Drive or Washington Avenue on the West.
Article IV. Membership:
Section 1 Qualifications: Membership in the Neighborhood Association shall be open to all residents, property owners, business owners or licensees, governmental agencies, and nonprofit organizations located within the boundaries as defined in Article III of these bylaws who request in person, by phone, by e-mail or in writing to be a member.
Section 2 Voting: All members as defined above, 18 years of age or older shall have one vote each to be cast during attendance at any general or special meeting. One representative from each business, government agency or nonprofit organization located within the boundaries, shall have the same privileges as the residents listed above.
Article V. Financial Support: Charging of dues or membership fees shall not be made; however, voluntary contributions will be accepted and fund raising may be authorized by the Board.
Article VI. Membership Meetings:
Section 1 General Membership Meetings: There shall be at least
2 general membership meetings yearly. The meetings shall be convened
in the fall and spring and upon any day decided upon by the majority
vote of the Board.
Notification shall be by email, mail, posted notices, telephone calls or any other appropriate means of communications apt to reach a majority of the members. Notification shall require 7 days advance notice to active members.
Section 2 Special Membership Meetings: Special meetings of the membership may be called by the President or by majority vote of the Board as deemed necessary. Notification shall be by email, mail, posted notices, telephone calls or any other appropriate means of communications apt to reach a majority of the members. Notification shall require 7 days advance notice to active members.
Section 3 Agenda: Subject to the approval of the Board, the President shall prepare the agenda for general and special meetings of the membership. Any person may add an item to the agenda by (a) submitting the item in writing to the Board at least 3 days in advance of the meeting or (b) making a motion to the Board to add an item to the general or special agendas at those respective meetings. Adoption of that motion requires a second and majority vote.
Section 4 Quorum: A quorum for any general or special meeting of the neighborhood association shall be the number of members in attendance with a minimum of 7 days. Unless otherwise specified in these bylaws decisions of the neighborhood association shall be made by a majority vote of those members present at any meeting.
Sections 5 Participation: Any general, special, Board or committee meeting is open to any person and all who may which to be heard regarding any item on the agenda. Only members will be eligible to vote. All actions or recommendations of the general or special meetings shall be communicated to all affected parties, including minority reports.
Section 6 Procedures: Roberts Rule of Revised shall be followed in all areas not covered by the bylaws.
Article VII. Board of the Directors:
Section 1 Number of Board Members: The Board shall determine the exact numbers of Board positions annually. There shall be at least 11 and no more than 15 Board members.
Section2 Eligibility for Board Service: Only persons eligible for membership shall be qualified to hold an elected or appointed position.
Section 3 Terms of Service: Terms of service are staggered. The initial appointments for 1 year terms and for 2 year terms will be determined by the Board at their first meeting. Upon expiration of initial terms of office, all re appointments would be for 2 year terms. The list of the names of the first Board and their terms are attached to this document.
Section 4 Board Vacancies: The Board may fill any vacancies on the Board or committee by majority vote of the Board. A member appointed to fill a vacancy shall serve the reminder of the unexpired term and until his or her successor is elected or appointed.
Section 5 Election of Board: Board members shall be elected annually by a vote of the membership at the spring meeting. The names of all candidates for the Board shall be placed in nomination by a nominating committee or by any member of the neighborhood association Election requires a majority vote of the membership present.
Section 6 Election of Officers: Board members shall meet after the spring general meeting and by majority vote of the Board members present, elect a President, Vice President, Secretary and Treasurer. The remaining Board members shall be members-at-large. All terms of office are 1 year.
Section 7 A. Duties of Board Officers: The Board shall have following responsibilities and powers:
Manage the daily affairs of the neighborhood association.
Make decisions and represent the interests of the neighborhood association on all matters for which it is impractical to present to the membership in advance. All such actions shall be reported to the membership at the next regular meeting.
Appoint continues to perform necessary functions and represent
the neighborhood association on specified topics.
Establish a plan for maintaining and encouraging involvement in the neighborhood association.
Section 7 B. Duties of Board Officers:
President: The President shall preside at all board meetings and
all membership meetings and shall perform such duties as the Board
and the membership from time to time authorizes. The President
shall represent the position of the Board and the interests of
the neighborhood association.
Vice President: The Vice President shall perform the duties of the President in the President’s absence and as authorized by the laws or regulations of the Board.
Secretary: The Secretary shall record and maintain minutes of Membership and Board meetings, assist the President with correspondence and maintain the non-financial files of the neighborhood association. The secretary will maintain a list of Board members and their terms.
Treasurer: The Treasurer shall have charge of all funds belonging to the neighborhood association and shall receive, deposit and disburse kinds for the neighborhood association in a bank(s) or financial institution(s) in such manner as designated by the Board. The Treasurer shall make financial reports as directed by the Board
Section 8 Board Meetings:
Board and general meetings are held alternately monthly except during August and December with the attendance of the Board and interested members. These meetings are chaired by the President.
Special Board meetings may be called by the President by giving notice to each officer and Board member of the time, place and items to be discussed or acted upon at least three calendar days before the special meeting shall not be called unless insufficient time is available to consider a pertinent matter at the regular Board meeting.
A quorum consists of a majority of the currently elected Board Members.
The Board shall be notified not less than 3 days preceding any board meetings; Notification shall be by email, mail or telephone calls to all board members and any media apt to reach a majority of the membership.
Section 9 Powers of the Board: The Board shall be responsible for all business coming before the neighborhood association and for assuring that members are informed of business that affects them through reasonable means of notification. The Board has the responsibility of acting in the best interest of the neighborhood but is not specifically bound to act according to the desire of the majority of members attending a particular meeting.
Section 10 Termination for non-attendance: Board members failing to attend three consecutive Board meetings in a calendar year shall automatically be terminated from the Board.
Article VIII. Committees: There may be standing committees as designated by the Board and special committees as may be established by the President. Committees must have at least 1 Board member on them.
Article IX. Conflict of Interest Procedures: A transaction in which a Director may have a direct or indirect conflict of interest may be approved by a vote of the Board if in advance of the vote by the Board all material facts of the transaction and the Director’s interest are disclosed to the Board. A conflict of interest transaction is considered ratified if it receives the affirmative vote of the majority of the Directors who have no direct or indirect interest in the transaction. A transaction may not be authorized by single Director. If a majority of the Directors who have no direct or indirect interest in the transaction votes to authorize, approve or ratify a transaction, a quorum, is present for the purpose of taking action. The presence of, or vote cast Director with a direct or indirect interest in the transaction does not affect the validity of the action taken by the Board. The Director with the direct or indirect conflict of interest may elect to abstain from voting on the transaction
Article X Grievance Procedures:
Section 1 Eligibility to Grieve: Any person or group who objects to a decision or policy or believes they are adversely affected by a decision or policy of the neighborhood association may file a complaint in writing with the Board. The Board shall resolve the complaint or take appropriate action and advice the complainant of the outcome.
Section 2 Complaint Receipt: Within 7 days of receipt of the complaint, the Board shall arrange with the petitioner for a mutually acceptable place, day and hour for a review of the complaint, and will, in writing, within 30 days, recommend a resolution of the grievance to the Board.
Section 3 Final Resolution: The Board shall attempt to resolve the complaint and shall submit a report of their recommendation and/or action to the complaint, Board, and membership. If the committee, Board and petitioner cannot reach agreement, final resolution of the complaint shall be vote of the majority of the membership at a general or special meeting. Parties involved are encouraged to request assistance from the Neighborhood Mediation Center.
|© 2013 Collins Park Neighborhood Association, Miami Beach, FL|