BY-LAWS
SOUTH PEORIA NEIGHBORHOOD CONNECTION FOUNDATION
ARTICLE 1
Name
1.1 The name of this corporation shall be SOUTH PEORIA NEIGHBORHOOD CONNECTION FOUNDATION, INC.
ARTICLE II
Mission
2.1 To promote economic development, safety, health and education, beautification and a sense of community in Riverwood.
ARTICLE III
Definition
3.1 The term “Area”, also known as Riverwood, wherever it appears shall mean that portion of the City of Tulsa, State of Oklahoma, bounded on the north by Interstate 44, on the West by the Arkansas River, to the South by 71st Street, and to the east by South Lewis Avenue.
ARTICLE IV
Membership
4.1 Membership of the Corporation shall consist of businesses and residents, without regard to race, creed, religion, sex or age and who have met the qualifications for membership.
4.2 There shall be two levels of membership:
(a) Members
1. Are residents, have business or personal interests in the area.
Board Members
1. Any person at least 18 years of age who fulfills the qualification of a member and is also elected a member of the Board of Directors.
4.3 Responsibilities and/or benefits of membership include serving on the South Peoria Neighborhood Connection Foundation Board of Directors, on committees and making and voting on motions.
4.4 Each member of the Corporation is entitled to one vote at any meeting of the membership at which that member is present.
4.5 Annual individual, family, contributing, sustaining and corporate dues shall be determined by a majority of the Board of Directors.
ARTICLE V
Management
5.1 Control of the Corporation shall be vested in a Board of Directors composed of not less than six (6) and no more than fifteen (15) members.
5.2 The Board of Directors shall have general control of the property and business of the Corporation; they shall elect from their number the following officers of the Corporation to serve one (1) year with the option of serving a second year and until their successors are chosen: President, Vice-President, Secretary and Treasurer. In addition, there shall be named such other officers as may be determined by the Board of Directors to be necessary.
5.3 The Board of Directors may employ an (Operations Manager or Executive Director) as may be necessary for the best operation of the Corporation.
5.4 The Board of Directors may establish committees from time to time as deemed necessary. Each committee shall have a chairman appointed from the members of the Board of Directors. The chairman of each committee shall appoint members of the committee from the membership of the Corporation.
5.5 Five (5) directors shall be elected annually during the annual association meeting, to serve a term of three (3) years.
5.6 At the first board meeting of the year, the President shall name a Nominating Committee chairman to fulfill the responsibilities of organizing the elections for the six (6) five (5) or fewer pending vacancies on the board. The committee shall consist of named Nominating Committee chairman, the President, Vice-President, Secretary and Treasurer.
5.7 Prior to the annual meeting of each year, the Nominating Committee chairman shall mail to each director a ballot containing the names of members selected by the Nominating Committee who shall be considered eligible nominees for the five (5) Directorships to be filled pursuant to the existing number of vacancies on the Board. The nominees having the highest number of votes shall be elected as members of the Board of Directors.
5.8 Vacancy in the Directorship or Officers of the Corporation shall be filled by vote of the remaining Directors. The appointee shall serve the remaining term of the Director or Officer.
5.9 Six (6) members of the Board of Directors shall constitute a quorum and the votes of the majority of those present shall constitute a binding act of the Corporation.
5.10 The Board of Directors shall have the power to remove an officer or board member by a majority vote of a quorum of the Board of Directors.
5.11 Any action, which might be taken at a meeting of the Board of Directors, may be taken without a meeting if a record or memorandum thereof were made, in writing, and signed by a majority of the members of the Board of Directors.
5.12 The Board of Directors shall have an Executive Committee consisting of the officers and Past-President.
5.13 The Executive Committee shall serve the Board in an advisory capacity concerning policies and management of the Corporation and if authorized by the Board may act for the Board of Directors in the interim between board meetings. A majority of the Executive Committee shall constitute a Quorum and their vote shall constitute a binding act of the Corporation.
ARTICLE VI
Meetings
6.1 The annual meeting shall be held once each year at a time and place to be determined by the Board of Directors.
6.2 The annual meeting shall:
1. Elect new board members,
2. Receive reports of officers and committees, and
3. Transact any other business determined to be necessary by the Board of Directors.
6.3 Meetings of the membership of the Corporation shall be held at least one (1) time within a fiscal year.
6.4 Special meetings of the members for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by a majority of the Board of Directors.
6.5 Notice of the meetings of the time and place and all meetings shall be by e-mail, phone call or written notice of by newsletter mailed no later than seven (7) days nor earlier than fourteen (14) days before the meeting is to occur.
6.6 Voting shall be open to all current members of the Corporation. A quorum shall be twelve members present in good standing.
ARTICLE VII
Responsibilities
President
7.1 The President shall be the Chief Executive Officer of the Corporation; he/she shall have general and active management of the business of the Corporation; he/she shall preside at all meetings of the members and Board of Directors; and he shall see that all orders and resolutions of the Board of Directors are carried out.
7.2 The President shall be Ex-Officio member of all standing committees and shall have the general powers and duties of supervision and management usually vested in the office of President of the Corporation.
ARTICLE VIII
Responsibilities
Vice President/President Elect
8.1 The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties, as the Board of Directors shall prescribe.
ARTICLE IX
Responsibilities
Treasurer
9.1 The Treasurer shall have custody of the Corporation funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation.
9.2 The Treasurer shall disburse the funds of the Corporation as may be ordered by the Directors, taking proper vouchers for such disbursements, and shall render to the President and Board of Directors, at the regular meeting of the Board of Directors, or whenever the Board of Directors may require, an account of his/her transactions as Treasurer and of the financial conditions of the Corporation.
ARTICLE X
Responsibilities
Secretary
10.1 The Secretary shall be present at all meetings of the members and Board of Directors and shall take and keep full minutes thereof; he/she shall have charge of all record of the Corporation. The secretary shall give notice of all meetings as herein provided; he/she shall attest all certificates of stock, deeds, and contracts executed by the Corporation, and he/she shall have such other duties as may be determined by the Board of Directors.
ARTICLE XI
Signatures
11.1 All checks or demands for money and notes of the Corporation shall be signed by such Officer or Officers as the Board of Directors may designate from time to time.
ARTICLE XII
Governing Rules
12.1 All meetings of the Corporation will be governed by the current edition of “Robert’s Rules of Order”.
ARTICLE XIII
Fiscal Year
13.1 The fiscal year of the Corporation shall begin on the first day of July in each year.
ARTICLE XIV
Amendments
14.1 Amendments to these Bylaws may be made by a vote of the majority of the members present at any annual meeting of the membership or any special meeting thereof. Notice of the proposed amendment change shall be published in the newsletter at least seven (7) days but not more than forty-five (45) days before the date of such a meeting, or made available to all members for inspection at the headquarters of the Corporation.
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