Mona Bylaws


BY-LAWS OF MERRY OAKS NEIGHBORHOOD ASSOCIATION 

            A NON-PROFIT ORGANIZATION

These are the current Bylaws, approved by the Board on February 1, 2011.  It is contemplated that we will take the next step to register MONA as a non-profit, but we have not taken this step yet. 

Section 1. Purpose.  Merry Oaks Neighborhood Association (hereinafter called the “Association”) has been organized to preserve and improve the quality of life, increase property values in the Merry Oaks residential neighborhood, and to enhance the economic vitality of our business corridors. This will be accomplished by developing, organizing and carrying out activities and plans designed to improve the physical image, reputation and sense of community.  The Association’s activities will also include activism and advocacy with City, County and State governments and administrative agencies.  The Association through its Board of Directors, Officers and Employees shall be authorized to engage in all activities necessary, customary, convenient, or incident to any of the foregoing, including collaboration and/or contracting with other organizations, companies, groups, schools and persons that have similar or complimentary purposes, products or services.

Section 2.  Registered Office. The registered office of the Association required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office.  Initially, the registered office will be at 1701 South Blvd., Charlotte NC 28203, and the name of the initial registered agent at such address is Russell W. Fergusson.

Section 3.  Neighborhood Boundaries.  The boundaries of the neighborhood are Eastway Drive (west side), Central Avenue (northside), Briar Creek (the creek) and the Charlotte Country Club property.  All residents, property owners, businesses, churches and other institutions within the aforementioned boundaries, and those with an interest in the neighborhood are eligible to join the Association.

ARTICLE II

BOARD OF DIRECTORS

Section 1.  Scope and Composition.  The business and property of the Association shall be managed and directed by the Board of Directors or by such executive committees as the Board may establish pursuant to these By-laws.  The Association will seek to obtain Board Members with experience that is related and beneficial to the purposes of the Association, as well as Board Members with a background in bookkeeping and administration.

Section 2.  Election, Term and Qualification.  Except as provided in Section 4 of this Article, the Board Members shall be elected in even numbered years at the February General Meeting.  Each term shall be for two (2) years.  Board openings will be announced in the newsletter or on the Merry Oaks Neighborhood Google Group discussion board (the “Merry Oaks Google Group”).  The Board shall consist of nine (9) Board Members including the current president, the most recent prior president, and the president-elect.  The size of the Board of Directors may be increased or decreased from time to time upon the affirmative vote of a majority of the Board Members, provided that in no event shall the Board of Directors consist of less than two (2) Board Members or more than twelve (12) Board Members.  Each Director shall hold office for his stated term or until his death, resignation, retirement, removal, or disqualification.

Section 3.  Removal.  Board Members may be removed from office with or without cause by affirmative vote of a majority of the Board Members then existing.  If any Board Members are so removed, new Board Members may be elected at the same meeting.  If a Board Member fails to attend three (3) consecutive Board or General Meetings a vote on the removal of that Board member shall be held by the Board.  This vote may take place at the meeting in which the third consecutive absence occurs, or upon a duly approved motion, may be postponed to a later date.

Section 4.  Vacancies.  A vacancy occurring in the Board of Directors, may be filled by a majority of the remaining Board Members, though less than a quorum, or by the sole remaining Director; but a vacancy created by an increase in the authorized number of Board Members shall be filled only by an election at any annual meeting or at a special meeting called for that purpose.

Section 5.  Compensation.  It is contemplated that the Board Members will be volunteers and as such no salary or compensation is anticipated.  The Board of Directors may receive compensation for services or goods as determined by the Board of Directors, but in no event shall this compensation exceed the reasonable value of the services or goods being provided.  Any approval of a payment for goods or services to a Board Member must be approved by a majority of the Board Members then existing, excluding the Board Member who is contemplated to receive such a payment.

Section 6.  Executive Committees. The Board of Directors may, by resolution adopted

by a majority of the number of Board Members then existing, designate two (2) or more Board Members to constitute an Executive Committee, which committee to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the Association.

Section 7.  Amendments.  The Board of Directors may amend these Bylaws or the Articles as determined by a vote of the majority of the Board Members then existing.

Section 8.  Powers and Duties. The Board of Directors shall have the power and duties necessary for the administration of the affairs of the Association and may do all such acts and things, except such acts as by law or by these By-Laws may not be delegated to the Board of Directors or would otherwise violate the terms of Article II, Section 9 of these bylaws.  Such powers and duties of the Board of Directors shall include, but shall not be limited to the following:

(a) Employment and dismissal of the personnel necessary for the carrying out of the purposes of the Association and any such operations as are incidental thereto.

(b) Opening of bank accounts on behalf of the Association and designating the signatories required therefore.

(c) Purchasing or leasing personal or real property as the Board determines is necessary to carry out the purposes of the Association.

(d) Signing all agreements, contracts, deeds and vouchers for payment of expenditures and other instruments in such manner as from time to time shall be determined by written resolution of the Board.

(e) Obtaining of insurance for the Association, its employees and Board Members as necessary in the best judgment of the Board.

(f) To enforce by any legal means or proceedings the provisions of the Articles of Incorporation or these By-Laws.

(g) To adopt a seal of the Association.

(h) Hiring attorneys and other professionals.

(i) Any other powers and duties reserved to the Board of Directors in the Articles of Incorporation, or these By-Laws.

Section 9.  Prohibited Acts.  In no event shall any employee, officer, director, or the Board itself take any action that would jeopardize the status of the Association as a non-profit entity or any tax exempt status afforded the Association by federal or state authorities.  Such prohibited acts include, but are not limited to;

(a) Any act which would direct or allow the net earnings of the Association to inure to the benefit of the Board Members, officers or employees except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and may make payments to further the purposes of the Association.

(b) Operate for the primary purpose of conducting a trade or business not related to the exempt purposes of the Association

(c) Any activity for the benefit of any private interests such as the founder or any member of the Board of Directors.

 

ARTICLE III

MEETINGS OF BOARD MEMBERS

            Section 1.  Regular Meetings.  Meetings will be held three times per year.  Meetings will be publicized via the newsletter and neighborhood banners or signs.  In addition the Board may provide, by resolution or agreement in writing, the time and place, for the holding of additional regular meetings.

Section 2.  Special Meetings.  Special meetings of the Board of Directors may be called by or with the request of the President or by any two (2) Board Members.

Section 3.  Notice of Meetings.  Notice of regular meetings of the Board of Directors shall be given at least two weeks before the meeting by any usual means of communication. The person or persons calling a special meeting of the Board Members shall, at least two (2) days before the meeting, give notice thereof by any usual means of communication.  Such notice shall specify the purpose for which the meeting is called.  Absence at a special meeting shall not count towards the absence provisions of Article II, Section 3.

Section 4.  Waiver of Notice. Any member of the Board of Directors may at any time waive notice of any meeting of the Board of Directors in writing, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a member of the Board at any meeting of the Board shall constitute a waiver of notice by him of the time and place thereof. If all the members of the Board of Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.

Section 5.  Quorum.  A majority of the number of Board Members then serving shall be required for and shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 6.  Manner of Acting.  Except as otherwise provided in this Section, the act of the majority of the Board Members present at a meeting at which a quorum is present shall be the act of the Board of Directors. A vote of a majority of the number of Board Members then holding office shall be required to adopt a resolution appointing an executive committee. The vote of a majority of the Board Members then holding office shall be required to adopt, amend or repeal the By-Laws.  Vacancies on the Board of Directors may be filled as provided in Article II, Section 4 of these By-Laws.

Section 7.  Organization.  Each meeting of the Board of Directors shall be presided over

by the President, and in the absence of the Chairman by any person selected to preside by vote of the majority of the Board Members present. The Secretary, or in his absence an Assistant Secretary, or in the absence of both the Secretary and Assistant Secretary, any person designated by the President of the meeting shall act as Secretary of the meeting.

Section 8.  Informal Action of Board Members. Action taken by a majority of the Board Members without a meeting is nevertheless Board action if a written consent to the action in question is signed by the majority of the Board Members and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.  Such informal action may be taken via email and reply, in which event a record of the affirmative or negative responses indicated in a chain of emails shall suffice as a written consent. A position or action which is clearly consistent with an explicit policy, ordinance or action plan (such as the Small Area Plan or MONA biannual priorities) can be advocated for on behalf of MONA in an ongoing fashion by any member of the Board, with the President’s knowledge, or by any MONA member, if so empowered by the Board. In the absence of these conditions, no member may use the MONA name in any advocacy role.

Section 9.  Minutes. The Board shall keep minutes of its proceedings.

Section 10.  Board Correspondence. Significant correspondence, including letters and emails, sent by any Board member on behalf of the neighborhood shall be copied to all Board members.  A full report on all significant advocacy activities shall be given to the Board and to the members via the newsletter or at the next general meeting.  Copies of all correspondence and relevant data should be provided to the secretary for archiving at the end of each calendar year.

Section 11.  Liability of the Board. The members of the Board of Directors shall not be liable for any mistake of judgment, negligence, or otherwise except for their own individual willful misconduct or bad faith.  The Association shall indemnify and hold harmless each of the members of the Board against all contractual liability to others arising out of contracts made by the Board on behalf of the Association unless any such contract shall have been made in bad faith or contrary to the provisions of the Declaration or these By-Laws. It is intended that the members of the Board of Directors shall have no personal liability with respect to any contract made by them on behalf of the Association. 

ARTICLE IV.

OFFICERS

Section 1. Number. The principal officers of the Association shall consist of a President, a Secretary, a Treasurer and such Assistant Director, Assistant Secretaries, Assistant Treasurer, and other officers as the Board of Directors may from time to time elect. Any two or more offices may be held by the same person except the offices of President and Secretary.

Section 2. Election and Term. The officers of the Association shall be elected by the Board of Directors.  Such elections may be held at the regular annual meeting of the Board.  Each officer shall hold office for a period of one (1) year, or until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualified.  The President may only serve in this capacity for up to two consecutive terms, but may serve in this capacity again after an interim President has served.

Section 3. Removal.  Any officer or agent elected or appointed by the Board of Directors may be removed by the Board with or without cause; but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Compensation.  It is contemplated that the Officer positions will be filled by volunteers and as such no salary or compensation is anticipated.  The Officers may receive compensation for services or goods as determined by the Board of Directors, but in no event shall this compensation exceed the reasonable value of the services or goods being provided.  Any approval of a payment for goods or services to an Officer must be approved by a majority of the Board Members then existing, excluding the Officer who is contemplated to receive such a payment.

Section 5.  President.  The President shall, when present, preside at all meetings of the Board, and in general shall perform all duties incident to the office as President and such other duties as may be prescribed from time to time by the Board.

Section 6.  Secretary.  The secretary shall keep accurate records of the acts and proceedings of all meetings of Board Members. The Secretary shall give, or cause to be given, all notices required by law and these By-Laws.  The Secretary shall have general charge of the minute books and records of both the Unit Owners and the Board.  The Secretary shall sign such instruments as may require the Secretary’s signature, and, in general, shall perform all duties incident to the office of Secretary and such other duties as may be assigned from time to time by the Executive Director or by the Board of Directors.

Section 7.  Treasurer.  The treasurer shall have custody of all Association funds and securities and shall receive, deposit or disburse the same under the direction of the Board.  The Treasurer shall keep full and accurate accounts of the finances of the Association.  The Treasurer shall cause a true statement of its assets and liabilities as of the close of each fiscal year, all in reasonable detail, to be prepared and distributed to the members of the Board of Directors within ninety (90) days following the end of each fiscal year.  The Treasurer shall also prepare and file all reports and returns required by Federal, State or local law, and shall generally perform all other duties as may be assigned from time to time by the President or the Board.  Expenditure checks must be approved and signed by the Treasurer. MONA money may be used for miscellaneous expense such as stationary, postage, post office box and printing, without board or membership approval. Expenditures in excess of $200 must be approved by the Board. Major expenditures such as signage or beautification projects require a vote of the membership during general meeting. The treasurer will provide an accounting of income and expenditures three times per year in the newsletter and give a brief report at each general meeting.

Section 8. Assistant Secretaries and Treasurers.  The Assistant Secretaries and Assistant Treasurers, if any, shall, in the absence or disability of the Secretary and Treasurer, respectively, have all the powers and perform all of the duties of those officers, and they shall in general perform such other duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the Executive Director or the Board of Directors.

ARTICLE V.

MEMBERS

Section 1.  Members shall be afforded no particular individual privileges.  All interested parties may attend meetings and participate in discussion and votes, regardless of membership status.

 Section 2.  Membership Fees.  The annual membership fee is ten dollars ($10) per household or business entity and five dollars ($5) for households with retired or disabled persons on a fixed income.

Section 3.  Meetings.  A General Meeting will be held every year, in February, or such other time as the Board should so choose.  The date, time and location shall be published and distributed in the Merry Oaks Neighborhood Newsletter or published on the Merry Oaks Google Group.  Any Member, neighborhood resident or other interested persons or organizations may attend, however only neighborhood residents may vote.

Section 4.  Quorum.  There is no required number of members that must be present.  The presence of a majority of the number of Board Members then serving shall be required for and shall constitute a quorum for the transaction of business at any General Meeting.

ARTICLE VI.

RECORDS

Section 1.  The Board of Directors shall keep detailed records of the actions of the Board, minutes of the meetings of the Board of Directors, and financial records and books of accounts of the Association, including a chronological listing of receipts and expenditures.  The Board of Directors may, but shall not be required, to have periodic audits of the Association’s financial records performed by an independent accountant or accounting firm.

Section 2.  The Board of Directors and the Officers as assigned by the Board, shall keep financial records on a December 31 fiscal year basis.

Section 3.  Records of Sources of Donations and Support.  The Board of Directors shall be responsible for keeping detailed records of its sources of financial support such that the Board may be able to comply with all federal and state recording, auditing, and reporting requirements.

 

ARTICLE VII.

NEIGHBORHOOD NEWSLETTER 

Section 1.  The newsletter will be published and distributed to Members during the month preceding the General Meetings.

Section 2.  Content.  The content shall be determined and compiled by the Board.

 Section 3.  Advertisements. The Board may sell advertisement space in the newsletter and deposit or disperse the revenue under the direction of the Board.

ARTICLE VIII.

FINANCIAL SUPPORT

Section 1.  Sources of financial support.  The Association may seek out financial support from a variety of sources including without limitation, donations, annual dues, public and private grants, and fundraisers.

Section 2.  Limitations.  The Association shall not solicit or accept any form of financial support that will jeopardize any existing tax exempt status.

 

ARTICLE IX.

INDEMNIFICATION OF BOARD MEMBERS,

OFFICERS AND OTHERS

The Association shall indemnify any director or officer or former director or officer of the Association, or any person who may have served at the request of the Association as a Board Member or officer of another organization, whether for profit or not for profit, against expenses (including attorneys’ fees) or liabilities actually and reasonably incurred by him or her in connection with the defense of, or as a consequence of any threatened, pending or completed action, suit or proceeding (whether civil or criminal) in which he or she is made party or was (or is threatened to be made a party) by reason of being or having been such director or officer, except in relation to matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty.

The indemnification provided herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any statute, by law, agreement, vote of members or disinterested Board Members or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, and shall continue as to any person who has ceased to be an administrator, officer, employee or agent and shall inure to the benefit of the heirs, executors and Board Members of such a person.

The Association’s indemnity of any person who is or was a director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another association, organization, partnership, joint venture, trust or other enterprise, shall be reduced by any amounts such person may collect as indemnification (i) under any policy of insurance purchased and maintained on his behalf; or (ii) from such other association, organization, partnership, joint venture, trust or other enterprise.  Nothing contained in this Article IX or elsewhere in these By-Laws shall operate to indemnify any Director of officer, if such indemnification is for any reason contrary to any applicable state or federal law.

ARTICLE X.

DISTRIBUTION OF ASSOCIATION’S ASSETS UPON DISSOLUTION

Section 1.       Distribution of Association’s Assets upon Dissolution.  In the event of a dissolution of this Association, the Association’s assets shall be distributed pursuant to a plan of dissolution approved pursuant to N.C. Gen. Stat. §55A-14-02, which plan shall provide that all liabilities and obligations of the Association be paid and discharged, or adequate provisions be made therefore, and that the remainder be distributed as follows:

A.        Assets held by the Association upon condition requiring return, transfer or conveyance, which condition occurs by reason of a dissolution, shall be returned, transferred or conveyed in accordance with such requirements;

B.        Other assets, if any, of a charitable or religious Association shall, subject to the articles of incorporation or bylaws, be transferred or conveyed to a 501(c)(3) organization with a similar purpose, and if none are found, be transferred or conveyed to one or more of the following: the United States, a state, a charitable or religious association or corporation, or an entity that is exempt under section 501(c)(3) of the Internal Revenue Code of 1986 or any successor section;

C.        Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.