LAMBUTH AREA NEIGHBORHOOD ASSOCIATION (LANA) BYLAWS
ARTICLE I: NAME & OBJECTIVES
Section I: The name of this organization shall be the Lambuth Area Neighborhood Association (LANA).
Section II: The Object of this organization shall be to encourage and foster cooperation and coordination of neighborhoods to:
1 . Preserve property values and revitalize the livability of the area.
2. Promote safety and security.
3. Encourage positive change to enhance the overall quality of life.
4. Stimulate interest in beautification and historic preservation.
Section Ill: Boundaries of LANA – defined from a northeast starting point at Highland (US45) and W. Forest Ave. Go west on W. Forest Ave until it dead ends on Hollywood. Travel south on Hollywood until it runs into Airways. Continue east onto West Main Street into town which will bring you back on Highland Ave. Go north back to W. Forest and includes the entire length of Lambuth Blvd. from Highland to Airways, completing the area boundary of LANA.
ARTICLE II: MEMBERS
Section I: Any adult who permanently resides within the boundaries of LANA, or who owns property within said boundaries is a member of LANA.
Section II: Qualified membership in LANA shall not be denied because of race, color, sex, religion, age, disability, or ethnic origin.
Section Ill: Each member shall be entitled to vote at any membership meetings of the organization in which he/she is in attendance.
Section IV: Friends of LANA – may include all interested parties not eligible for regular LANA membership as defined in Section I above. Friends of LANA may participate in any and all LANA activities. However, Friends of LANA shall not have any voting rights whatsoever.
ARTICLE Ill: BOARD OF DIRECTORS
Section I: The Board of Directors shall consist of the Executive Officers, as defined in Article IV, below; not less than five (5) directors elected from the general membership; and one non-voting member representing Friends of LANA. The number of board members may from time to time be determined by the members of the organization and shall be elected by the members for a term of three (3) years but in such a manner that one-third of the full number shall be elected each year. Any director may be re-elected for an additional term or terms.
Section II: Vacancies or an unexpired term shall be nominated by the Board of Directors to be presented at the next general membership meeting. Additional nominations may be accepted from the floor. Voting shall be by secret paper ballot at the next membership meeting and the vote determined by a simple majority of the members present.
Section Ill: The Board of Directors shall direct the affairs of the organization with a simple majority rule of the members present, so long as a minimum of at least half of the duly elected Board of Directors is present. They shall make all rules and regulations which they deem necessary or proper for the control and governing of the organization, and for the due and orderly conduct of its affairs and management of its property, not inconsistent with the charter and bylaws of the organization.
Section IV: The Board of Directors shall meet at least once each quarter and at such other times and places as directed by the President or as requested by at least thirty percent (30%) of the Board of Directors.
Section V: At all meetings of the Board of Directors, business shall be transacted by a simple majority vote as provided in Section Ill above and any action so taken shall be deemed the action of the full Board of Directors. Section VI: No member of the Board of Directors shall receive compensation for his/her services as a member.
Section VII: Any member of the Board of Directors missing three (3) consecutive board meetings without valid cause may be removed by a two-thirds vote of the full Board of Directors.
ARTICLE IV: EXECUTIVE OFFICERS
Section I: The officers shall be: President, a 1 st Vice-President, a 2nd Vice-President, a Secretary, a Treasurer, an Executive Director, and an Immediate Past President. With the exception of the Immediate Past President, Executive Officers shall be elected by the members for a term of one (1) year and until their successors are duly elected. Such elections shall be held by the members at the January meeting. Any vacancies in the offices during an unexpired term shall be nominated by the Board of Directors to be presented at the next general membership meeting. Additional nominations may be accepted from the floor. Voting shall be by secret paper ballot at the next membership meeting and the vote determined by a simple majority of the members present.
Section II: The duties of the officers shall be such as generally pertain to their respective offices, or as prescribed and assigned to them respectively by the directors and as further defined below.
President: The President shall preside over all meetings, help set the agenda; work in conjunction with the Executive Director, 1st & 2nd Vice Presidents, facilitate public relations and fundraising in the community. The President also has the authority to cosign checks. The President shall be a nonvoting member of the Board of Directors and General Membership, except that the President may cast a vote in the event a tie vote occurs in any meeting.
1st Vice President: The 1st Vice President will work closely with the President on special assigned tasks and duties in a mentoring role to prepare for serving as President the next term if elected.
2nd Vice President: The 2’1d Vice President will serve as chair of the program committee to develop the agenda for the general meeting in cooperation with Executive Director, officers, and board members, as needed.
Executive Director: The Executive Director shall be appointed by the board. The Executive Director shall have general management duties for the organization, including the authority to enter into contracts in an amount not to exceed $1,000.00 and the ability to cosign checks. Any contracts exceeding $1,000.00 shall be approved by the Board of Directors.
Secretary: The Secretary shall: Keep the minutes of any meetings held; be the custodian of all records; keep or cause to be kept membership records and reports at each scheduled meeting. Any officer receiving or generating documents pertaining to LANA shall provide true and exact copies of such documents to the Secretary, to be kept in accordance with the Secretary’s custodial duties. The Secretary shall provide minutes of any meetings to the Director of Communications for posting in electronic media. The Secretary shall likewise be responsible for any other duties as assigned.
Treasurer: The Treasurer shall have charge and custody and be responsible for all funds and securities of the organization from any source whatsoever, and deposit all such monies in the name of the Lambuth Area Neighborhood Association in a federally insured bank in the City of Jackson; keep and maintain, open to inspection by any member of the Board of Directors at all reasonable times, adequate and accurate accounts of the funds and transactions of the Board which shall include all matters required by law; and disperse funds as he/she may be ordered by the Board. Any disbursement of funds shall be made only through a checking account requiring two (2) signatures, with prior approval of the board with a two-thirds majority and with proper documentation provided to the Secretary after the transaction. The Treasurer shall be authorized to sign checks, along with either the President or the Executive Director, as provided above. Provided, however, that in no event shall checks signed exceed $250 without prior approval of two-thirds of the Board of Directors and with the appropriate documentation/receipts. The Treasurer shall render to the president and secretary, or, when requested, to the Board of Directors, an account of all transactions as Treasurer and a financial statement in a form satisfactory to show the financial condition of the organization.
Immediate Past President: The Immediate Past President shall be the individual who last served as President prior to the currently serving President. The Immediate Past President shall have no voting privileges in Board of Director Meetings but shall have the voting privileges of a General Member in any General Membership meetings. The Immediate Past President shall provide advice to the Board of Directors as requested and perform such other duties as may be assigned, so long as those duties in no way interfere with other Executive Officers’ or Board of Directors’ performance of their respective duties. It is the express purpose of this position to provide a degree of continuity without interfering with the future growth of this organization. As such, the Immediate Past President shall be strictly limited to a one year term, regardless of whether the currently serving President steps down at the end of his/her term.
Section Ill: The Board of Directors shall have the power to appoint such subordinate officers, employees or agents, as may be necessary in their judgment for the conduct of the business of the organization, and designate their titles and compensations, if any.
Section IV: Except as noted, any Executive Officer may be re-elected for an additional term or terms.
Section V: The Executive Officers and Board of Directors shall use their best efforts to carry out in good faith the purpose expressed in the charter of the organization with prior approval of two-thirds majority having regard to the fact that the grant of tax exemption, if received by the organization, marks its activities with a wider public interest than might otherwise be the case.
ARTICLE V: COMMITTEES
Section I: A nominating committee of members may be elected by the Board of Directors to present a slate to the general membership. Additional names may be nominated from the floor.
Section II: Any committee may be appointed by two-thirds of the Board for any specific task or duty. Final approval for each committee comes back to the Board. Each committee shall have a secretary appointed to keep records and report back to the Board on progress.
ARTICLE VI: MEETINGS
Section I: There shall be at least bi-monthly meetings of the membership per annum.
Section II: Special meetings of the Board of Directors may be called by the president and or by order of the Board of Directors or by the secretary. At any meeting held, a quorum shall be considered two-thirds of the board.
ARTICLE VII: ORGANIZATION
The organization is intended to be not-for-profit and may incorporate under the laws of Tennessee and apply for non-profit status with the Internal Revenue Service and
intentions are to apply and obtain 501 C3 tax-exempt status to help the organization meet their objectives stated in Article I: Name and Objectives.
ARTICLE VIII: DISSOLUTION
In the event the organization dissolves, any assets remaining following payment of any known debts incurred and with prior official approval shall be given to a not-for-profit organization which shares similar goals as this organization.
ARTICLE IX: AMENDMENTS
Section I: These bylaws may be amended by two-thirds majority vote by the Board of Directors at any meeting at which there is a quorum. Then it should pass before the general membership for any additional discussion and final approval.
Section II: After final approval by the general membership, the bylaws shall be signed and dated by the President and Secretary. The Secretary shall then provide a copy of these bylaws to the Director of Communications, who shall post a true and exact copy on any and all electronic media for viewing by any who may wish to.