ICNA Bylaws

ICNA BYLAWS

ARTICLE I
Scope and Survival

These Amended and Restated By-Laws of the Irish Channel Neighborhood Association (the “Association” and the “By-Laws”) supplant, displace, repeal, replace, and supersede any and all prior versions of the Association’s by-laws, including but not limited to the undated “By-Laws of the Neighborhood Improvement Association of the Irish Channel, Inc.” None of the provisions of any of the previous versions of the Association’s by-laws shall survive the enactment and adoption of these By-Laws.

ARTICLE II
Definitions

All defined words and terms used in these By-Laws shall have the meanings given to them herein.

ARTICLE III
Name

In the interest of consistency, unless it is necessary to use its legal name for business purposes, the Association shall conduct business and further its purpose and objectives under the name, the “Irish Channel Neighborhood Association.”

ARTICLE IV
Legal Name / Legal Entity

The Association is a 501(c)(3) non-profit corporation organized and existing under the laws of the State of Louisiana and is legally known as the Neighborhood Improvement Association of the Irish Channel, Inc.

ARTICLE V
The Association’s Boundaries

The Association’s boundaries are from the upriver (west) side of Jackson Avenue to the downriver (east) side Louisiana Avenue and from the Mississippi River to the Mississippi River (south) side of Magazine Street. Hereinafter, the Association’s boundaries shall be known as the “Neighborhood.”

ARTICLE VI
Purpose and Objectives

To improve the living conditions and quality of life of the Neighborhood and its residents. The term “residents” shall mean both the Neighborhood’s property owners and any tenants/lessors of the Neighborhood’s property owners.
To promote and advocate for the interests of the Neighborhood and its residents through interactions with city and state agencies, non-profit organizations, and private businesses.
To foster relationships between the Neighborhood’s residents and law enforcement officers and agencies.
To support sustainable practices such as recycling, stormwater management, non-vehicular transportation, and the increased use of native plants.

ARTICLE VII

Membership and Voting Rights

Membership in the Association is voluntary.
All persons 18 years or older are eligible for membership in the Association, subject to the remaining provisions of these By-Laws.
No person 18 years or older will be refused membership in the Association due to any protected status such as race, color, creed, sex, age, political affiliation, national origin, sexual orientation, or disability. In addition, no person 18 years or older will be refused membership in the Association based on residential status, i.e., renter or homeowner.
Membership may be terminated by:
Non-payment of dues within six (6) months of that member’s dues renewal date;
A member’s voluntary statement of withdrawal; or
A two-thirds (2/3) majority vote of a quorum of the Board of Directors.
A member other than the President may not speak for or on behalf of the Association, except as approved by the Association’s Board of Directors.
There shall be two classes of membership in the Association:
Active Membership: Only individuals, businesses, or organizations who or which (i) own property in the Neighborhood; (ii) own a business in the Neighborhood; or (iii) rent property in the Neighborhood are eligible for active membership in the Association.
Associate Membership: All individuals, businesses, or organizations who do not qualify for active membership in the Association but wish to become members of the Association shall be considered associate members of the Association.
Active members in the Association shall have full voting rights, with each active member receiving one vote. Associate members shall have no voting rights.
Any question of voting rights will be determined by the Board of Directors.
No member shall be subjected to discrimination of any kind due to protected status such as race, color, creed, sex, age, political affiliation, national origin, sexual orientation, or disability, as well as due to residential status, i.e., renter or homeowner.
Dues:
The annual membership term for dues-paying memberships shall be for one year, starting on the date of the Association’s receipt of that member’s annual dues.
Dues for each type of membership shall be reviewed annually and adjusted as necessary by the Board of Directors.

ARTICLE VIII
Association Governance

The Association shall be governed by its Board of Directors. The Board shall consist of the Association’s Officers plus other Association members elected to the Board of Directors. The size of the Board of Directors shall not be less than seven (7) nor more than fifteen (15) Association members in total (including the Officers), with the total number of Association members constituting the Board of Directors to be determined by the current Board of Directors.
The Officers of the Association shall consist of its:
1. President;
2. Vice-President;
3. Secretary; and
4. Treasurer.
The term of each Officer and Director shall be for two years. No Officer or Director may serve more than two consecutive terms. After serving two consecutive terms, an Officer or Director may not serve again until two years have passed. The provisions of this section shall be prospective only.

ARTICLE IX
The Association’s Board of Directors

The business and affairs of the Association shall be conducted by its Board of Directors, which exercises all powers of the Association. All official correspondence of the Association, including any correspondence that expresses an official position of the Association, requests formal action on the part of an individual or government entity, and/or binds the Association by way of contracts, acceptances, agreements to participate, etc., shall be approved by the Board of Directors and signed by the President. A copy of such correspondence requiring the President’s signature shall be sent to each Board member and to the Secretary for filing and shall be made available to the public upon request. All acts binding the Association, whether written or oral, such as contracts, acceptances, agreements to participate, etc., shall be approved by the Board of Directors. No member of the Association, Officer, or individual Board of Directors member may act on behalf of the Association without the Board’s prior approval.
The Board of Directors has the sole power to authorize an expenditure of the Association’s funds in excess of $250.00. The Association’s President and Treasurer have the authority to reimburse or disburse Association funds under $250 without the Board’s prior approval, provided that the President and Treasurer agree on the reimbursement or disbursement. All other expenditures or disbursements must be approved by a simple majority the Board prior to being incurred.
All Board members shall take an active part in establishing and fulfilling the purposes and objectives of the Association, as identified in Article VI.
All Board members who are not Officers of the Association shall actively participate in the Association by serving as the chairs or co-chairs of the Association’s committees and by assisting the Officers of the Association as requested.
The President shall preside at both meetings of the Association’s members and meetings of the Association’s Board of Directors
The President may call any meeting of the Board of Directors or of the membership of the Association as he or she deems necessary. The President should, but is not required, to call a meeting of the membership of the Association once per month, on the second Thursday of each month at 7:00 o’clock in the evening, as is the present custom.
To transact business during a meeting of the Association, a quorum of the members of the Board must be present in person or by proxy. For the purposes of these By-Laws, a quorum shall be equal to one-half of the total membership of the Board of Directors (including Officers), rounded down to the nearest whole number, plus one additional director. Thus, the following constitutes a quorum given a particular board size:

Board Size Quorum

15 8

14 8

13 7

12 7

11 6

10 6

9 5

8 5

7 4

A motion or resolution upon which the Board of Directors of the Association votes during a meeting of the Association is successful if (a) a quorum is present and (b) a simple majority of the members of the Board of Directors constituting the quorum vote in favor of the motion or resolution.
When a vote of the Board of Directors is held during a meeting of the Association, the Secretary shall record the name of each Board member in attendance, along with the vote the member cast and the overall result of the vote. The Secretary shall make this information available to any Active Member of the Association upon request.
The President may hold any vote of the Board of Directors by telephone and/or e-mail. For a motion or resolution to pass via telephone or e-mail, a simple majority of the entire membership of the Association’s Board of Directors must vote in favor of the motion or resolution unless these By-Laws specify that the motion or resolution pass by a greater percentage.
In the absence or unavailability of the President, any Officer may declare an emergency meeting. All members of the Board of Directors must be given prior notice of any emergency meeting within a reasonable time before the meeting. To transact Association business at an emergency meeting, a quorum of the Association’s Board of Directors must be present. The individual taking the vote must record the name of the voting member, the vote the member cast and the overall result of the vote. At the next Association meeting, the individual taking the vote or his or her designee must report the circumstances of the emergency meeting, the outcome of the vote, and the vote cast by each member of the Board of Directors.
A simple majority of the members of the Board may call a meeting of the Board of Directors, providing that prior notice of such meeting is been given to all Board members within a reasonable time before the meeting.
For just and reasonable cause, a two-thirds (2/3) majority of the Association’s entire Board of Directors may request the resignation of an Officer or other member of the Board of Directors. Notice of the Board of Directors’ request shall be transmitted to the director at issue via certified mail. Should the director at issue not resign from his or her position within the time set by the Board, a two-thirds majority of the Association’s entire Board may vote to remove the Board member from his or her position.
Board members failing to attend three (3) consecutive Board meetings may be removed from the Board by a two-thirds (2/3) majority vote of the entire Board of Directors.
Members of the Board of Directors owe a fiduciary duty to the Association, i.e., they are legally obligated to act in the best interests of the Association, with reasonable care, and with loyalty to the interests of the Association, free from conflicts of interest.
No member of the Board of Directors shall participate in any discussion or vote on any matter in which he or she or a member of his or her family has an interest, pecuniary or otherwise. In the event of such a conflict, the director must announce that he or she has a potential or actual conflict, disqualify himself or herself, and excuse himself or herself from the meeting until discussion is over on the matter involved. Any director may make inquiry if such conflict appears to exist and the board member has not made it known. Failure to declare a potential conflict of interest is grounds for removal from the Board of Directors.

ARTICLE X
Duties of Officers

President: The President shall be the chief executive officer of the Association and shall be responsible for the general and active management of the Association. The President shall be responsible for the implementation of any orders or resolutions by the Association’s Board of Directors. Further, the President leads the Association by setting the Association’s vision, goals, and direction during his or her term of office, performs the administrative duties required by these By-Laws, and presides at all meetings of the Association or its Board of Directors in which he or she is in attendance. In addition, the President shall serve as the Association’s spokesperson, representative, and external liaison.
Vice-President: The Vice-President shall serve as President in the absence of the President. Should the President resign, be removed from office, die, or be rendered unable to perform his or her duties, the Vice President shall assume the office of President for the remainder of the term. The Vice-President shall be responsible for handling duties and tasks as requested by the President.
Secretary: The Secretary shall take minutes of all meetings of the Association’s members and its Board of Directors. In addition, the Secretary shall maintain and safeguard the Association’s non-financial records.
Treasurer: The Treasurer shall collect dues, make authorized disbursements, maintain records of all transactions, maintain the Association’s bank accounts, and make regular financial reports to the Board. The Treasurer shall make the Association’s financial records available to Officer or other members of the Board for inspection upon reasonable request.
All officers of the Association serve as members of the Board and have the same duties and responsibilities as other members of the Board.

ARTICLE XI
Elections

Elections will be conducted every year at a general meeting of the Association’s membership held on the second Thursday in the month of November (the “Election Meeting”). As with all other membership votes, only Active Members are entitled to vote during the Election Meeting.
Elections shall be staggered as follows, so as to reduce the risk of loss of the Association’s institutional knowledge and experience:
Elections of the President and Secretary shall be held during the Election Meeting held in odd-numbered years.
Elections of the Vice President and Treasurer shall be held during the Election Meeting held in even-numbered years.
Half of the non-Officer Board of Directors shall be elected during the Election Meeting held in odd-numbered years, with elections for the remaining non-Officer half of the Board of Directors being held during the Election Meeting in even-numbered years.
The present Board of Directors will determine the years in which current members of the Board are subject to reelection.
The election of the Officers will be by a simple majority of all Active Members voting at a given Election Meeting.
During the Election Meeting, a ballot shall be posted identifying the available officer positions and seats on the Association’s Board of Directors (i.e., Board Seat Presently Occupied by John Doe, Board Seat Presently Occupied by John Doe, etc.). Candidates for election to an officer position and the Association’s Board of Directors shall sign up on the ballot to run for a given Board seat. In the event there are no contested elections, election of officers and directors shall be by acclimation of the Active Members in attendance. In the event the number of Board candidates exceeds the number of available Board positions for election, candidates may choose against whom they wish to run in a contested race. A vote shall be held during the Election Meeting in each contested race, including contested races for officer positions, with the candidate who obtains a simple majority of all Active Members voting at the Election Meeting being elected to the Board of Directors or an officer position.
Members may vote by proxy. The authorization for the proxy vote must:
Be in writing;
State the name and address of the member authorizing the proxy;
State the name and address of the person authorized to vote on behalf of the member;
State the specific meeting, including the date, wherein the proxy will vote; and
Contain the typed or printed name and the signature of the member giving the proxy.
A vacancy in any Officer position or on the Board of Directors of may be filled by appointment by the President, providing that (a) a simple majority of a quorum concurs with the appointment, should it be made at a meeting or (b) a simple majority of all members of the Board of Directors concurs with the appointment should it be made via e-mail or telephone.

ARTICLE XII
Amendment

Any proposed amendments to these By-laws may be submitted by:
An Officer;
A non-Officer member of the Board of Directors; or
A petition signed by twenty-five Active Members whose dues are current as of the date of signing the petition.
Upon receipt of a proposed amendment to the By-Laws made in accordance with Section 1 of this Article, the President shall hold a vote on the amendment within forty-five (45) days. Only those Active Members whose dues are current as of the date of the election may vote.

ARTICLE XIII
Procedures

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall be the final authority on procedures for the Association.
Whenever percentages are used to determine the result of the vote and the number is a fraction, the percentage is lowered to the next whole integer.