Constitution & By-laws

CONSTITUTION AND BY-LAWS

Article I – Name

The name of the organization shall be: The Evergreen Historic District Association.

Article II – The Area

The Area, including both sides of named streets, shall be:

Bounded on the West by Cleveland

Bounded on the South by Poplar—from East Parkway to Avalon—South on Avalon to Court and West on Court to Stonewall and North on Stonewall to Poplar and West on Poplar to Cleveland;

Bounded on the East by East Parkway;

Bounded on the North by North Parkway

In addition to the area within the boundaries described above, the Area shall also include properties on the North side of North Parkway along the Area’s North boundary, properties on the South side of Court between Avalon and McNeil, and properties on South side of Poplar between Kenilworth and Cleveland.

Article III – Purpose

The purpose of the Association shall be:

  1. To maintain the area as a stable, residential neighborhood.

2. To preserve the historical quality of the area.

3.  To encourage desirable neighborhood businesses in existing commercial areas and to resist encroachments upon properties in currently zoned residential areas.

4. To encourage property owners and residents in the area to maintain and improve their property.

5. To keep the area clean and green.

6. To promote a sense of community within the area.

7. To be an advocate for, preserve and protect, Overton Park and the Old Forest, within as a valuable and unique natural setting.

Article IV – Policy

The Association will not engage in or endorse individuals for political office, but this shall not prohibit the Association from adopting a position on issues that affect its purposes as stated above.

The Association may engage in the raising and contribution of funds only if these funds are used for the maintenance of the Association and for the benefit of the neighborhood.

Article V – Membership

To qualify for membership, an individual or a household must:

(1)          Own residential property and/or reside in the Area.

(2)          Owns or operates a commercial enterprise within the Area.

A duly qualified member is an individual or household who meets the above requirements that has paid dues covering the current calendar year.

The categories of full membership are:

(1)          Individual – one person 18 years or older entitled to one vote.

(2)          Household – all related persons residing at a single address, each one 18 and older entitled to one vote.

(3)          Owners and/or operators of commercial establishments within the Area entitled to one vote.

(4)          Sustaining – individuals or households wishing to make a financial contribution of $10 or more with household voting rights.

Any duly qualified member shall have the right to vote in accordance with Article V, Section C, at regular meetings of the Evergreen Historic District Association or any special meting there of.

Article VI – Officers and Board

The officers of the Association shall be President, First Vice-President, Second Vice-President, Recording Secretary, Corresponding Secretary, and Treasurer, shall be duly qualified members.

The Board of Directors[1] (hereafter called the Board) shall consist of the officers and sixteen (16) duly qualified members, two (2) from each of the following Districts, five (5) at large and one (1) at large owner/operator of a commercial enterprise within the Area.

District One – South of the center line of Poplar;

District Two – North of the center line of  Poplar Avenue and South of the center line of Overton park Avenue and West of Dickinson;

District Three – North of the center line of Overton Park Avenue and West of Dickinson;

District Four – North of the center line of Poplar Avenue and South of the center line of Overton Park Avenue and continuing through Overton Park and East of Dickinson and the ditch;

District Five – North of the center line of Overton Park Avenue and continuing East through Overton Park and East of Dickinson.

The immediate Past President, if a duly qualified member, shall be an ex-officio member of the Board, for one (1) full year with voting privileges.

The President shall with the concurrence of the Board of Directors appoint a duly qualified member to fill any vacant position. Such individual shall serve until the next regular election. At that time there shall be an election to fill the remaining portion of the unexpired term.

The Officers and Directors shall be elected at the annual meeting of the Association and shall take office immediately upon conclusion of said meeting.  The officers shall serve for a term of one (1) year or until their successors are elected or appointed. The Directors from each District shall be elected for a two-year (2) term. One (1) Director from each district shall be elected in odd years. Three Directors (3) at large shall be elected in odd years and the other Directors at large shall be elected in even years.

Article VII – Duties of Board of Directors

The President[2]:

(1)          Shall preside at all meetings of the Association and the Board.

(2)          Shall be the chief executive officer and have general management and control of the affairs of the Association.

(3)          Shall appoint committee chairpersons with the approval of the Board.

(4)          Shall be an ex-officio member of all committees except the nominating committee.

(5)          Shall perform all other duties as from time to time may be assigned to him or her by the Board.

The First Vice President[3]:

(1)          Shall, in the absence of the President, perform the duties and exercise the powers o the President.

(2)          Shall perform such other duties and have such other powers as may, from time to time, be assigned by the Board.

(3)          Shall assist the President in preparing programs for meetings.

Second Vice President[4]:

(1)          Shall serve as membership chairperson.

(2)          Shall perform such other duties and have such other powers as may from time to time be assigned by the Board.

The Recording Secretary[5]:

(1)          Shall record or cause to be recorded all votes and the minutes of all proceedings in a book kept for that purpose.

(2)          Shall perform all other duties as may be assigned by the President, under whose supervision he or she shall be.

The Corresponding Secretary[6]:

(1)          Shall give, or cause to be given, all notices necessary and proper.

(2)          Shall, subject to the direction of the President, carry out all correspondence on behalf of the Evergreen Historic District Association.

(3)          Shall perform all duties as may be assigned by the President, under whose supervision he or she shall be.

The Treasurer[7]:

(1)          Shall have custody of the Association funds.

(2)          Shall keep full and accurate records.

(3)          Shall deposit all receipts in the name of and to the credit of the Association, in such depositories as may be designated by the Board.

(4)          Shall disburse the funds of the Association as authorized by the Board.

(5)          Shall render to the President and the Board, whenever required, an account of all transactions as Treasurer, and of the financial condition of the Association.

(6)          The Treasurer’s accounts shall be audited yearly, the auditor being appointed by the President and approved by the Board.

(7)          The Treasurer shall be bonded for an amount of $1,000.00 in excess of the balance at the beginning of the calendar year.

The Board[8]:

(1)          Shall exercise all the powers given it by the Association and the Constitution and By-Laws.

(2)          Shall act on all matters arising in the intervals between regular or special membership meetings and shall report such action at the next regular meting or special membership meetings.

(3)          Shall have responsibility for carrying out the objectives of the membership and administering the objectives of the Association.

(4)          Shall approve by a majority vote all new policies.

(5)          Shall meet on call of the President on two (2) days’ notice to each Director.

(6)          Shall have a quorum when a majority of the Board members are present.

(7)          All Officers and Directors are expected to attend regularly the Board of Directors meetings. In order to insure active participation, if a Board member misses two (2) consecutive meetings, the Board may declare that position vacant.

(8)          The Board may create an Executive Committee to carry out such functions as may be delegated by the Board under such terms and conditions as it may prescribe.

Article VIII – Meetings

Two general membership meetings will be held each year. The first general meeting of the year will be the Annual Meeting. Dates shall be set by the President with approval of the Board.

Special meetings of the Association shall be called at such time as the officers and Board may select.

Twenty-five (25) duly qualified members shall constitute a quorum at regular and special meetings. Proxies shall not be used in determining a quorum.

Article IX – Dues

The Association shall have the right to assess dues for the support of the Association.

Only members who have paid their annual dues shall be eligible to vote in regular or special meetings.

Article X – Parliamentary Authority

The rules contained in Roberts Rules of Order, Newly Revised 1970 Edition, shall be the parliamentary authority in all cases not covered by the Charter or the Constitution.

BY-LAWS

 Article I – Dues

The annual dues of the Association shall be set by the Board at the first meeting of each calendar year.

Special assessments may be levied by a majority vote of the Board and by a majority vote of the members present at a special meeting called for the purpose of considering the assessment.

Article II – Election Procedures

A Nominating Committee consisting of FIVE (5) duly qualified members, one from each of the districts (two of whom shall not be Board members) will be appointed by the President and confirmed by the Board.

The duties of the Nominating Committee shall be:

To compile a slate of members to serve on the Board, taking note of their leadership qualities and interest already shown in the neighborhood.

To contact all persons whose names have been submitted according to Article VI, Section E to ascertain their willingness to serve, if elected, in the position for which they have been nominated or any other position.

To have the Second Vice President ascertain that all persons agreeing to serve are duly qualified members.

To secure additional nominees if the process outlined above does not result in at least one nominee for each office and vacant Board position.

To publish in writing fourteen (14) days prior to the annual meeting, the names and positions of all persons nominated in accordance with the procedures described above.

The requirement of written notice shall be satisfied by publication in the Evergreen Newsletter, or such other communication authorized by the board and distributed to the membership.

To present for election at the annual meeting the names of all persons and the position for which they have been nominated in accordance with the above.

Nominations may be made from the floor and the Second Vice President shall ascertain that all persons so nominated are duly qualified members.

Nominees for the Board must receive a majority of the votes cast in each election.  In the event no nominee receives a majority of the vote cast, a run-off shall be held between the two nominees receiving the highest number of votes.

Article III – Voting

Adult members (18 years of age or above) of each dues-paying household and all individual members shall be entitled to a vote.

Members may vote by proxy, designating in writing the person to so vote for them, but such proxy may be given only if such qualified voter is to be out of the city, or is ill at the time of the regular meeting, or special meeting of the Association.  Proxies shall not be used in determining a quorum.

Article IV – Standing Committees

The following Standing Committees shall be appointed by the President with the approval of the Board, to serve for a period of one (1) year, with the following duties:

(1)          Membership:

Solicit memberships from newcomers and non-members living or owning property in the area.

Maintain network of street and/or block captains who will be responsible for welcoming newcomers on behalf of the organization; soliciting memberships; communicating with members when needed via mail, flyers, telephone, electronically or other acceptable means.

(2)          Liaison:

Maintain contacts with City and County government and agencies so that they are informed as to activities of the organization and are willing to work with us.

Maintain contact with other neighborhood organizations so that a spirit of cooperation exists which will enable joint actions on projects of mutual interest.

(3)          Communications:

Keep membership informed of activities of the organization and other information of interest.

Maintain liaison with media so that they are familiar with activities of the organization.

(4)          Planning:

Develop long-range plan for neighborhood.

Coordinate approval and implementation of the plan.

(5)          Beautification:

To encourage property owners and residents in the area to maintain and improve their property.

The President shall have the authority to establish any other committees deemed necessary, setting forth their guidelines, with approval of the Board.

Article V – Amendments

The By-Laws may be amended at a regular meeting or a special meeting called for that purpose. At least ten (10) days’ notice of proposed amendments must be given to the membership before a regular membership meeting and at least twenty (20) days’ notice of proposed amendments must be given to the membership before a special membership meeting.

Any proposed change or changes in the By-Laws presented to the regular or special membership meeting must be approved by a majority of the qualified members present at the regular or special membership meeting.

[1] Duty in addition to those listed in by-laws: Business Representative (Appointed by the President): Shall serve as a member of the Business / commercial Committee

 [2] Duty in addition to those listed in by-laws: Shall maintain liaison with nearby neighborhood associations and other community groups.

 [3] Duty in addition to those listed in by-laws: Shall serve as overall coordinator for special events.

[4] Duty in addition to those listed in by-laws: Shall organize and maintain block captain network.

[5] Duty in addition to those listed in by-laws: 1. Shall mail minutes of board meeting to board members. 2. Shall maintain a record of attendance at board meetings.

[6] Duty in addition to those listed in by-laws: Shall arrange meeting locations for board meetings.

[7] Duty in addition to those listed in by-laws: Shall serve as member of the budget committee.

[8] Duty in addition to those listed in by-laws: District Representatives 1. Shall represent the district to the board, communicating with residents as needed to present their concerns, 2. Shall use the block captain network to keep in touch with neighborhood concerns, 3. Shall work with the Anti-neglect committee to monitor complaints about neglected properties and code violations. 4. Shall work with the security committee to monitor problems with crime. At Large Representatives: 1. Shall focus on issues of concern to the district as a whole, 2. Shall serve on various committees of the board.