Bylaws
of the Irving Hospital District
Neighborhood Association
(as amended Sept. 15, 2005)
The name of this organization shall be the
Irving Hospital District Neighborhood Association.
The
geographic boundaries of HDNA shall be the Eastside of N.
MacArthur Blvd., to South Side of West Hwy 183 (Airport Frwy), to
West side of North OâConnor Street, to North Side of Grauwyler
Street and shall additionally include those streets feeding into
Grauwyler Streets from the South, specifically: Maykus Court,
Limetree Lane, Broadmoor Lane, Mosswood Lane, Moss Rose Circle and
Glenbrook Drive.
The purpose of the HDNA shall be to form a positive coalition to support projects and
programs which promote the common good of all our members; to
inform, educate, and provide an open forum for the free discussion
of all issues which affect our neighborhood and promote
cooperative action; to build a better neighborhood by reducing and
preventing crime; to develop a cleaner, safer, healthier
neighborhood and improve the quality of life for its residents; to
solve problems which exist or arise within our boundaries; and to
enable our members to work together to determine the needs of our
neighborhood and fully utilize all available resources to respond
to those needs.
Section 1.
Individual membership shall be open to any person who is at
least 18 years of age who resides, owns property, or operates a
business within the boundaries described above.
Membership shall be open to a representative from any
organization, government agency, nonprofit entity, business,
church, or school who owns property or meets within the boundaries
described above.
Section 2.
An individual member shall have only one vote. A representative member shall have only one vote, and no
organization or entity shall have more than one voting
representative. The
representative member must have specific authority from the
governing board of the entity that he/she represents.
Voting by proxy shall not be permitted.
Section 3.
It shall be the responsibility of the Board of Directors to
maintain a current membership list of the association which shall
be open and available for inspection upon request.
This list shall be comprised of persons and entities that
qualify for membership who have enrolled as members by registering
their attendance at any general meeting, program, or event of the
Association. The
membership list is not to be used for business solicitation.
Section 4.
There shall be no mandatory dues or fees required for
membership in the Association.
Section 1.
The Board of Directors shall be composed of not less than
12 nor more than 20 members to be elected by the membership at a
general meeting of the Association.
The directors shall be elected for a two-year term and at
least one-half shall rotate off each year to be replaced or
re-elected. No
director shall serve more than six consecutive years.
Those members serving on the board at the time of these
bylaws being approved shall choose numbers to determine who shall
serve a full two-year term or a one-year term to begin the
rotation. Members
who choose even numbers will serve only a one-year term.
Section 2.
Each year, the Board of Directors shall choose from its
membership the following officers:
A.
Chairperson
B.
Vice-Chairperson
C.
Immediate Past Chairperson
D.
Secretary
E.
Treasurer
Section 3.
Directors and officers shall serve the term for which they
are elected or until replaced.
The Board of Directors may combine two or more officersâ
positions for convenience and ease of operations or may designate
other officers as it deems necessary and appropriate.
No officer shall serve more than three consecutive years in
the same office.
Section 4. Duties of Officers are as follows:
A.
Chairperson: The
Chairperson shall preside at general membership meetings of the
Association and meetings of its Board of Directors.
B.
Vice-Chairperson: The
Vice-Chairperson shall act as the aide to the Chairperson and
shall preside at meetings in the absence of the Chairperson.
C.
Immediate Past Chairperson: The Immediate Past Chairperson shall
act as an advisor to the Chairperson and the Vice-Chairperson on
IHDNA matters.
D.
Secretary: The
Secretary shall maintain accurate minutes of meetings of the
general membership and meetings of the Board of Directors.
The Secretary shall be the custodian of all official
records of the Association.
E.
Treasurer: The
Treasurer shall have custody of all funds and shall keep a full
and accurate account of all receipts, disbursements, and
expenditures of the Association.
The Treasurer shall present a financial report at each
general membership meeting of the Association and meetings of its
Board of Directors.
Section 5.
The business and affairs of the Association shall be
managed by its Board of Directors.
The Directors shall in all cases act as a board, and may
adopt such rules and regulations for the conduct of meetings and
management of the Association as they may deem proper.
Section 6.
The Association or its Board of Directors shall not enter
into any contract in the name of the Association, except as
recommended by the Board and approved by the general membership.
Section 7. At any meeting of the Board of
Directors, a simple majority shall constitute a quorum for the
transaction of business.
Section 8. Any or all members of the Board of
Directors may be removed for cause by a majority vote of the
members attending a general membership meeting of the Association.
Section 9.
In the event that a vacancy occurs in the Board of
Directors, such vacancy shall be filled by a majority vote of the
Directors.
Section 10.
No member of the Board of Directors of the Association
shall receive any form of compensation from any source in
connection with the discharge of his/her duty as an officer.
Section 11.
The Board of Directors shall meet at least eight times each
year.
Section 1.
There shall be a general membership meeting of the
Association at least once each quarter.
The election of the Board of Directors and the presentation
of annual reports shall be held in the first half of the calendar
year.
Section 2.
A meeting of the general membership may be called at any
time by any one of the following:
A.
The Chairperson
B.
A majority of the Board of Directors
C.
A petition signed by no less than the number of members required
for a quorum.
Section 3.
Notice of any meeting of the general membership or meeting
of the Board of Directors shall be given in accordance with
procedures established so as to assure reasonable and sufficient
notice. Notice shall
state the place, date, and time of the meeting and the general
purpose for which the meeting is held.
Section 4.
At any meeting of the general membership for which proper
notice has been given, a quorum shall not be less than one more
than twice the number of total voting members of the Board of
Directors (Example: 12 voting board members x 2 + 1 = 25)
Section 1.
All proceedings of meetings of the Association and its
Board of Directors shall be conducted according to generally
accepted practices of parliamentary procedure.
Section 2.
The resolution of any internal dispute or any grievance
against the Association or its Board of Directors shall be the
responsibility of a mediation committee comprised of three persons
elected from the general membership.
The Board of Directors may create and appoint
standing or temporary committees with such authority and
responsibilities as it deems necessary for the accomplishment of
the purposes of the Association.
Chairpersons of standing or temporary committees shall be
non-voting, ex-officio members of the Board of Directors, unless
otherwise elected as a regular Board member, and shall report
directly to the Board of Directors.
These bylaws may be amended at any
duly-convened general membership meeting of the Association by a
two-thirds vote of the members present, provided that notice of
the proposed amendment shall have been given at the general
membership meeting immediately prior to the one at which the vote
will be taken.
This Association may be dissolved by the same
procedure as that provided for amending the bylaws. All debts of the Association must be paid and provisions made
for the responsible disposition of any assets.
These bylaws adopted this 15th day of
September, 2002.
Chairpersons
/Mark Murray / Roland Medina
Secretary / Joe
Cleveland
Chairperson
/Jan Bemis
Secretary
/Sue Cicherski