South Main Historic Neighborhood Association, Inc.
Article 1 – Name and Mission Statement
The name of this Corporation shall be “South Main Historic Neighborhood Association, Inc.” The Corporation is also authorized to do business as PRISM: Preservation, Restoration and Improvement of South Main.
The mission of the Corporation, within the limitations of the purposes under section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code, is to:
- Erect or maintain public buildings, monuments, or works in and around the South Main Street Historic District;
- Promote the protection, conservation, development and restoration of property in and around the South Main Street Historic District;
- Promote, carry on, conduct, and/or foster education, research, knowledge, or training in any and all fields relating to the purposes of the Corporation;
- Publish or cause to be published, or assist in the publication of books, pamphlets, magazines, articles, papers and other publications in furtherance of, or relating to, or connected with, any of the foregoing purposes.
Article 2 – Membership and Voting
Membership in the Corporation shall be as follows:
Voting Membership: This shall include every household that is both property owner and resident within the boundaries of the South Main Street Historic District as may be established, modified, or expanded under the ordinances of the City of Middletown, Ohio now existing or hereafter enacted (the District); and which has paid the annual dues for the current year as required hereafter, or as may be modified hereafter. Each voting membership household shall be entitled to one vote in all corporate matters where a vote is required regardless of the number of members in the household or number of properties owned.
Non-voting Membership: This shall include any person or entity which is not a property owner within the District and/or does not currently reside within the District; and which pays and maintains membership dues presently in force, or as modified hereafter; and the membership of which is approved by a majority of a quorum of voting members at any regular or special meeting of the Corporation.
Article 3 – Quorum
Attendance at any duly scheduled meeting, or any specially called meeting, of fifty percent (50%) of the voting membership shall constitute a quorum for all purposes.
Article 4 – Meetings
Regular monthly meetings of the Corporation will take place on the second (2nd) Tuesday of each month at 7:30 p.m. at a location as designated in the monthly newsletter or official website. No additional notice need be given for these regular meetings.
Meetings of a different date, time or location may be called by the President whenever it may be deemed necessary, with notice of not less than seven (7) days provided by mail, hand delivered, or e-mailed to the address of record of all current members.
The annual meeting for the Corporation shall be held in the month of August of each year, at a date and time fixed by the voting membership or the Board of Directors, for the election of officers and members of the Board of Directors and for transaction of business appropriate for the annual meeting as may be deemed necessary. Notice of the annual meeting, including the nominees for officers and directors shall be provided by mail, hand delivered, or emailed to the address of record of all current members at least ten (10) days before the annual meeting.
Procedures for the conduct of business at meetings of the membership and of the Board of Directors may be established by rule of the Board of Directors.
Article 5 – Dues
Each voting member household or non-voting member person or entity shall pay annual dues of ten dollars ($10.00). Said dues shall be due and payable to the Treasurer on or before the first day of August of each year. In the case of voting member households, if said dues are not paid by the due date, the household in default shall be ineligible to vote until said dues are paid.
Article 6 – Board of Directors
At the annual meeting, members entitled to vote shall elect the officers and directors of the Corporation. The number of directors of the Corporation shall be five (5). The Board of Directors shall consist of the officers of the Corporation and one director at large. Only individuals eligible for voting membership may serve as a director. Officers and directors shall serve until the next annual election, or until a successor is elected and qualified. The corporate power, management of the activities, and other affairs of the Corporation shall be exercised, conducted and controlled by the Board of Directors.
The number and frequency of regular meetings of the Board of Directors shall be fixed by the Board of Directors. The place and time of regular or special meetings of the Board of Directors may be designated in the monthly newsletter or official website of the Corporation or in a notice delivered by hand, by mail or by email not less than one day before the meeting. The presence at a meeting of a majority of the Board of Directors shall constitute a quorum.
The Board of Directors shall have all powers and authority usually and ordinarily vested in a Board of Directors.
The President shall have authority to call a special meeting of the Board of Directors at any time.
Article 7 – Officers
The officers of the Corporation shall be the President, Vice President, Secretary, and Treasurer. Said officers shall serve until the next annual election, or until a successor is elected and qualified. Only individuals eligible for voting membership may serve as an officer.
The President shall preside at all meetings of the Corporation and of the Board of Directors. The President shall be authorized to sign all contracts and/or obligations of the Corporation duly approved by the membership.
The Vice President shall coordinate meetings and other activities of the membership and shall preside in the absence of the President.
The Secretary shall preserve all records of the Corporation, and perform all other duties generally and usually performed by Secretaries.
The Treasurer shall maintain the membership roster and all financial records of the Corporation, bill and collect all dues, present financial reports to the membership and the Board as may be required, and disburse funds on proper orders. All funds of the Corporation shall be deposited in the depository designated by order of the Board of Directors. The Treasurer shall cause to be prepared and filed all Federal, State or other Tax Returns, and any other required Reports. Books and records shall be maintained according to Generally Accepted Accounting Principles. An independent audit shall be made periodically as the Board may direct. The books and records of the Corporation shall be available for inspection upon authorization of the Board.
The membership shall have the right at any time to remove any officer or director upon approval of such removal in writing of not less than two-thirds (2/3rds) of the voting membership. In the event of such removal, or in the event of a vacancy, a successor officer or director shall be elected by the membership at its next meeting following such removal.
Article 8 – Elections
The President shall appoint a nominating committee of three (3) voting members. At the July meeting of the membership, the nominating committee shall submit in writing to the membership the names of the candidates. At the annual meeting, nominations from the floor by voting members shall be permitted if said nominee’s name is submitted in writing duly signed indicating that person’s willingness to run for office and serve. Election of officers or directors shall be determined by the largest number of votes, provided a quorum is present.
Article 9 – Committees
The President shall appoint other operating committees as needed.
Article 10 – Budget
The Treasurer shall submit by May 30th of each year a budget outlining proposed expenditures, which shall be submitted to the Board of Directors and the membership as a whole for approval. The budget shall be a guideline for the Board and the membership.
All proposals for expenditures not included in the approved budget and exceeding two hundred dollars ($200) or obligating the Corporation for more than one year shall be submitted to the membership for review and approval. Expenditures of less than two hundred dollars ($200) may be authorized by any two officers.
Article 11 – Endorsement of judicial or political candidates
The Corporation shall make no endorsement of any judicial candidate or any political candidate for any public office.
Article 12 – Amendment of Bylaws or Articles of Incorporation
Subject to the exception set forth in the paragraph next following, the Bylaws and Articles of Incorporation may be amended at any regular or special meeting of the Corporation, provided that written notice to the membership is given not less than thirty (30) days prior to the meeting, stating the purpose of the meeting, and including a copy of the proposed amendment. The Board of Directors shall vote on such proposal prior to said meeting, and shall advise the membership of its approval or disapproval. Adoption of the amendment shall require an affirmative vote of the majority of the members present at the meeting if the Board of Directors has approved said amendment, or by an affirmative vote of two-thirds of the members present if the Board of Directors has disapproved said amendment or failed to act on said amendment.
The exception is as follows: The Corporation shall make application to the Internal Revenue Service for Recognition of Exemption under Section 501(c)(3) of the Internal Revenue Code. In the event it may become necessary to amend the Bylaws or Articles of Incorporation to comply with provisions of the Internal Revenue Code in order to secure and maintain said exemption, then the Board of Directors shall have full authority to amend the Bylaws or Articles of Incorporation, to comply with all requirements of Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code provisions in order to secure and maintain at all times the tax exempt status of the Corporation. A copy of any such amendment shall be given to all members of the Corporation.
Article 13 – Effective Date of Bylaws
These Bylaws shall take effect upon approval by the incorporators of the Corporation, which is certified to be the ___th day of _________, 2010.
South Main Historic Neighborhood Association, Inc.
An Ohio Nonprofit Corporation
Janie P. McCauley-Myers, Incorporator
Martin Kohler, Incorporator
Dan E. Gawron, Incorporator