MONA Bylaws

Bylaws of Merry Oaks Neighborhood Association

Updated January 29, 2024.

Article 1

Purpose

Section 1. Purpose. Merry Oaks Neighborhood Association (“MONA”) has been organized to preserve and improve the quality of life in the Merry Oaks residential neighborhood (“Merry Oaks”), increase residential property values in Merry Oaks, and to enhance the economic vitality of our nearby business corridors. MONA will develop, organize, and carry out activities and plans designed to improve the aesthetics and reputation of Merry Oaks along with fostering a sense of community amongst residents. MONA’s activities will also include activism and advocacy with City, County, and State governments and administrative agencies. MONA, through its Board, Officers, and Employees shall be authorized to engage in all activities necessary, customary, convenient, or incident to any of the foregoing, including collaboration and contracting with other organizations, companies, groups, schools, and persons that have similar or complimentary purposes, products, or services.

Section 2. Registered Office, Mailing Address, and Registered Agent. The registered office, mailing address, and registered agent of MONA shall be designated and registered with the State of North Carolina and may be updated from time to time as deemed necessary or desirable by the Board.

Section 3. Neighborhood Boundaries. The boundaries of the neighborhood are Eastway Drive (east side), Central Avenue (south side), Masonic Drive (west side), and the Charlotte Country Club property (north side). 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 MONA. Any eligible party that is current on its dues is referred to as a “MONA Member” and collectively the “MONA Membership.”

Article II

Board of Directors

Section 1. Scope and Composition. The business and property of MONA shall be managed and directed by the Board of Directors (the “Board”) and Officers pursuant to these By-laws. The Board shall consist of between three (3) and nine (9) members (each a “Board Member”) properly appointed or elected pursuant to these By-Laws. MONA shall seek to obtain Board Members with experience that is related and beneficial to the purposes of MONA, including those with a background in public engagement, bookkeeping, or administration.

Section 2. Eligibility, Election, and Term. Any MONA Member that is current on dues at the time of their election or appointment is eligible to be a Board Member. Elections to fill vacancies on the Board shall be held each year at a designated regular annual meeting. Each Board Member shall hold office for a period of two (2) years, or until their death, resignation, retirement, removal, disqualification, or a successor is elected and qualified.

Section 3. Removal. Board Members may be removed from office at any time with or without cause at a Board meeting by affirmative vote of a majority of the then-existing Board Members. The Board Member considered for removal shall not be eligible to vote. The President (if they are a Board Member) shall not be eligible to vote in the removal except that the President (if they are a Board Member) shall vote if a tie results from the vote of the other Board Members. If the President is the Board Member considered for removal then the next highest ranking officer (Vice President, Secretary, Treasurer, followed by the officer of any other title that has the longest continuous tenure on the Board) that is also a Board Member shall not be eligible to vote in the removal except if a tie results from the vote of the other Board Members.

Section 4. Vacancies. A vacancy occurring in the Board may be filled by a majority vote of the remaining Board Members or by the sole remaining Board Member; but a vacancy created by an increase in the authorized number of Board Members shall be filled only by an election at a General meeting or at a special meeting of the MONA Membership called for that purpose.

Section 5. Compensation. The Board Members will be volunteers and as such no salary or compensation is provided. Board Members may receive compensation for services or goods provided outside of their role as a Board Member as determined by the Board, 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 then-existing Board Members, excluding the Officer who is contemplated to receive such a payment.

Section 8. Powers and Duties. The Board shall have the power and duties necessary for the administration of the affairs of MONA 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 or would otherwise violate the terms these By-Laws. Such powers and duties of the Board shall include, but shall not be limited to the following:

The Board may amend these By-laws by a two-thirds (2/3) vote of the then-existing Board Members at a regular or special meeting of the Board.
Appoint officers.
Employment and dismissal of the personnel necessary for the carrying out of the purposes of MONA and any such operations as are incidental thereto.
Opening of bank accounts on behalf of MONA and designating the signatories required therefore.
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.
Obtaining of insurance for MONA, its employees and Board Members as necessary in the best judgment of the Board.
To enforce by any legal means or proceedings the provisions of the Articles of Incorporation or these By-Laws.
Hiring attorneys and other professionals.
Seek out financial support from a variety of sources including without limitation, donations, annual dues, public and private grants, and fundraisers.
1. Any other powers and duties reserved to the Board 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 MONA as a non-profit entity or any tax exempt status afforded MONA by federal or state authorities. Such prohibited acts include, but are not limited to;

Intentionally take any action which would direct or allow the net earnings of MONA to inure to the benefit of the Board Members, officers or employees except that MONA shall be authorized and empowered to pay reasonable compensation for services rendered and may make payments to further the purposes of MONA.
Operate for the primary purpose of conducting a trade or business not related to the exempt purposes of MONA. MONA shall not solicit or accept any form of financial support that will jeopardize any existing tax exempt status.

Section 10. Officers. The officers of MONA shall consist of a President, a Secretary, a Treasurer and may include Vice President, Assistant Secretaries, Assistant Treasurer, and other officers as the Board may from time to time deem necessary or desirable. Any two or more offices may be held by the same person except the offices of President and Secretary.

Eligibility, Appointment, and Term. Any competent adult, including Board Members and non-Members of the Association, can serve as an officer. The officers of MONA shall be appointed by the Board at a regular or special meeting of the Board. Each officer shall hold office for a period of two (2) years, or until their death, resignation, retirement, removal, disqualification, or a successor is elected and qualified. The President may only serve as President for up to two (2) consecutive terms but may serve in this capacity again after an interim President has served.
Removal[1] . Officers may be removed from office at any time with or without cause by affirmative vote of a majority of the then-existing Board Members. The President and the Officer considered for removal shall not be eligible to vote in the removal except that unless the President is the Officer considered for removal they shall vote if a tie results from the vote of the other Board Members. If any Officer is so removed at a meeting, a replacement may be elected at the same meeting.
Compensation. The Officers will be volunteers and as such no salary or compensation is provided. The Officers may receive compensation for services or goods provided outside of their role as an Officer as determined by the Board, 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 then-existing Board Members, excluding the Officer who is contemplated to receive such a payment.
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.
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. 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 Board.
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 MONA. 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 Board Members 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, a post office box, and printing, without Board or MONA Membership approval.
Other Officers. The Vice President, Assistant Secretaries, and Assistant Treasurers, if any, shall, in the absence or disability of the President, Secretary, or 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 President, Secretary, or Treasurer, respectively, or by the Board.

Article III

Meetings of Board Members

Section 1. Regular Meetings. Meetings shall be held at least three times per year and announced to MONA Members prior to the meeting. Meetings may occur in person or over distance through any reasonable and accessible means decided by the Board. Meetings may, at the Board’s sole discretion, be open to the officers or MONA Membership but motions may only be brought by a Board Member or by an officer who is not a Board Member if the subject of the motion falls within the purview of their office.

Section 2. Special Meetings. Special meetings of the Board may be called by or at the request of the President or by any two (2) Board Members. Meetings may occur in person or over distance through any reasonable and accessible means decided by the Board. Special meetings may, at the Board’s sole discretion, be open to the officers or MONA Membership but motions may only be brought by a Board Member or by an officer who is not a Board Member if the subject of the motion falls within the purview of their office.

Section 3. Notice of Meetings. Notice of regular meetings of the Board shall be given at least two (2) weeks before the meeting by any usual means of communication. The person or persons calling a special meeting of the Board 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. If all Board Members are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.

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 shall be the act of the Board. The Board may also act through a vote held by any reasonable and accessible means of voting established by the Board prior to the vote. When calling a vote the Board may announce that it will consider a non-response by a Board Member as an affirmative vote by that Board Member for that specific vote but the Board must allow Board Members to abstain from the vote by responding as such.

Section 7. Organization. Each meeting of the Board shall be presided over by the President, and in the absence of the President by the Vice President if appliable and available, or by any person selected to preside by vote of the majority of the Board Members present.

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. [2] 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 Board Member, with the President’s knowledge, or by any MONA Member, if so empowered by the Board. In the absence of these conditions, no MONA Member may use the MONA name in any advocacy role.

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

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

Article IV

Members

Section 1. Membership. 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 MONA. Members shall be afforded no particular individual privileges. All eligible and interested parties may attend general meetings and participate in discussion.

Section 2. Membership Fees. The annual membership fee shall be established by the Board. The Board may set different fees for different types of MONA Members (e.g. one fee for households and another for a business entity, or a reduced fee for households with persons identifying as retired, disabled persons, or on a fixed income).

Section 3. Meetings. A general meeting (“General Meeting”) will be held every year at a date and time set by the Board. The date, time, and location shall be published and distributed by the Board at least two (2) weeks prior to the General Meeting. All eligible and interested parties may attend general meetings and participate in discussion, however only MONA Members that are current on dues at the time of the General Meeting may vote. The Board may call a special meeting at any time. The date, time, and location shall be published and distributed by the Board at least two (2) weeks prior to a special meeting. Discovery after the fact that an ineligible person voted shall not invalidate the vote.

Section 4. Quorum. There is no required number of MONA Members that must be present at a General Meeting or special meeting. Except as expressly stated in these By-Laws for a specific action to be taken, 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.

Section 5. Voting. A vote held by any reasonable and accessible means of voting established by the Board prior to the vote.

Article V

Records

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

Section 2. The Board 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 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 VI

Indemnification of Board Members, Officers, and others

MONA shall indemnify any director or officer or former director or officer of MONA, or any person who may have served at the request of MONA 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 MONA 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.

MONA’s indemnity of any person who is or was a director, officer, employee or agent of MONA, or is or was serving at the request of MONA 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 VII

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, MONA’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 MONA be paid and discharged, or adequate provisions be made therefore, and that the remainder be distributed as follows:

Assets held by MONA 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.
1. 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.
1. 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 MONA 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.

[End of Document]

Approved by MONA board, voted by neighborhood at October 2023 General Meeting.