The Mentelle Neighborhood Association is organized exclusively for charitable or educational purposes under Section 501(c)(3) of the Internal Revenue Code, or corresponding sections of any future federal tax code.
1) Membership: Upon payment of dues, membership shall be extended to any individual person, family, partnership or corporation owning property in the area in Lexington, Kentucky, bounded as follows: Main Street (north side), Walton Ave (east side), National Ave (both sides), Mentelle Park and Memory Lane. One membership per address. Membership is automatically terminated when the property is sold.
2) Budget and dues: At the fall meeting the Board of Directors shall submit a budget for the following fiscal year and recommend to the membership the annual dues for the following fiscal year. The fiscal year shall be January 1 to December 31. The membership shall vote on the adoption of the budget and annual dues. Dues shall be paid to the Treasurer by April 1. Those who have not paid their dues by that date shall be removed as members.
3) All members, officers and directors shall serve without compensation for their services. They may be reimbursed for their expenses.
1) Biannual meetings of the membership shall be held in the spring and fall of each year. At the fall meeting, the membership shall elect officers and directors to serve for the following year.
2) Special meetings of the membership may be called by the President, the Vice-President or three directors. A special meeting must be called by the President or Secretary on written request of 10 percent of the members.
3) Notice of meetings shall be given in person, by phone or writing to all members not less than 5 nor more than 30 days in advance of the meeting. Notice of special meetings shall include the purpose for which the meeting is called.
4) A quorum for the conduct of business is 10 percent of the membership. In the event of a lack of quorum, those present may, by majority vote, reschedule the meeting to another date without further notice to the membership.
5) Voting: Each membership shall have one vote. Proxy voting is not authorized.
6) Meetings shall be conducted according to Roberts Rules of Order.
III) Board of Directors
1) The business of the Corporation shall be managed by a Board of Directors, who shall be elected annually at the fall meeting to hold office for a period of one year, unless they resign, move out of the membership area, or are removed from office. The directors shall be members of the corporation.
2) There shall be nine directors: the President, Vice-President, Treasurer, Secretary, and five other directors.
3) If a vacancy occurs on the Board of Directors, the remaining directors shall fill the vacancy from the membership for the remainder of the term. If a vacancy occurs in one of the officer positions, the directors shall, if possible, fill the vacancy from those who are directors; if not possible, from the membership.
4) Removal. If a board member or officer fails to attend two or more consecutive meetings of the board without good reason, the directors may, by majority vote, declare the position vacant. In addition, any officer or director may be removed by a two-thirds vote of the membership at any regular or special meeting called for that purpose.
5) Meetings. Meetings of the Board may be called by the President, or in the absence of the President, by the Vice-President and must be called at the request of any three members of the board. At least two days notice of the meeting will be given in person, in writing or by phone. A majority of the Board shall constitute a quorum. In the event of a lack of quorum, those present may, by majority vote, reschedule the meeting to another date without further notice to the directors.
1) President — The President shall exercise general care and supervision of the corporation. The President shall preside at meetings of the Board and the membership.
2) Vice-President — the Vice-President shall preside in the absence of the President and shall become President on the resignation or removal of the President.
3) Secretary — the Secretary shall keep accurate minutes of all meetings, shall have charge of correspondence, and shall keep the records of the corporation, which shall be available for inspection by any member on reasonable notice.
4) Treasurer — the Treasurer shall have supervision of the finances and financial records of the corporation, which shall be available for inspection by any member of the corporation on reasonable notice. The Treasurer shall keep accurate records of receipts and expenditures and shall present a financial report to the membership at the bi-annual meetings.
V) Conflict of Interest
When the personal of financial interests of a member of the board conflict with the best interests of the corporation, the board member shall abstain from participation in any discussion or vote concerning that matter. A majority of the board members present may require a member to abstain. Board members are expected to maintain confidentiality with respect to the business of the corporation.
VI) Nominating Committee
Not less than 30 days prior to the fall meeting of the membership, the President shall appoint a nominating committee for the purpose of proposing officers and directors for the following year to the membership. The nominating committee shall consist of five persons, no more than two of whom are members of the board of directors. Anyone wishing to serve as a director may notify the Secretary prior to the meeting to have his or her name placed into nomination. Nominations may be taken from the floor at the meeting.
Upon the dissolution of this organization, assets shall be distributed for one or more exempt purpose within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
Provided notice is given in advance, these by-laws may be amended by the membership at any regular or special meeting.