Bylaws

BYLAWS of the BURCH AVENUE NEIGHBORHOOD ASSOCIATION

Revised and approved at the March 23, 2010 Annual Meeting of the Burch Avenue Neighborhood Association (BANA).

ARTICLE I — NAME, PURPOSE AND TYPE

1. The name of this corporation is the Burch Avenue Neighborhood Association, Inc.

2. The purpose of the Burch Avenue Neighborhood Association is to promote neighbor relations, pride and stabilization in our community. It is an effort by residents to get citizens who care about the Burch Avenue Neighborhood together for joint efforts to preserve and improve the neighborhood.

3. The Burch Avenue Neighborhood Association is a non-profit corporation and is empowered to act in any manner permitted under Chapter 55A of the General Statutes of the State of North Carolina, and permitted a non-profit corporation organized under Section 5O1(c)(3) of the Internal Revenue Code for educational and charitable purposes. Nothing in these Bylaws shall conflict with the above-referenced Statute and Code. No assets of the Association shall benefit any Member except that compensation may be given to reimburse a Member for expenses incurred for the Association.

ARTICLE II — MEMBERSHIP

1. Voting Membership shall be defined as a natural person 18 years of age or older who is a resident of the Burch Avenue Neighborhood, and who support the purposes of the Association and has paid annual dues. Each Voting Member shall have the right to a voice and one vote on all matters properly put before the Membership of the Association.

2. Dues shall be established by the Board of Directors and approved by the Membership of the Association at the Annual Meeting. Dues must be paid prior to the Annual Meeting or within 60 days of becoming eligible for Voting Membership.

3. The boundaries of the Burch Avenue Neighborhood are as follows:
A. bounded on the North by Campus Drive and the Durham Freeway,
B. bounded on the East by the Durham Freeway,
C. bounded on the South by and including the north side of Chapel Hill Street and Duke University Road,
D. and bounded on the West by and including Swan Street, including all property adjoining Swan Street.

ARTICLE III — BOARD OF DIRECTORS

l. The Burch Avenue Neighborhood Association shall be governed by a Board of Directors who shall be elected by the Voting Membership at the Annual Meeting for a two-year term. The terms of directors shall be staggered. Board members shall serve staggered terms of two years with approximately half of the Board elected at each annual meeting. Each director shall hold office until the annual meeting when his/her term expires.

2. The Membership shall elect a President, Vice President, Treasurer, and Secretary, and five at-large Board Members.

3. To be eligible for election to the Board of Directors, an individual must be a Voting Member of the Burch Avenue Neighborhood Association.

4. Board meetings are open to any Member of the Association. Members may bring agenda items before the Board for consideration.

5. One more than one-half of the members of the Board shall constitute a quorum for doing business at Board meetings. If consensus of the Board cannot be reached, a majority vote of those present and those voting by written proxy shall be required for Board decisions.

6. Each Board member shall be entitled to one vote. Written proxy votes by an absent Board member on each particular issue are allowed.

7. The powers and duties of the Board of Directors shall include:
A. The appointment of persons and organizations to serve the Association, and the establishment and direction of committees, including the Nominating Committee, between Annual Meetings.
B. The filling of vacancies on the Board of Directors or in any Office between Annual Meetings.
C. The interpretation of the Bylaws.
D. The approval of all official correspondence.
E. The establishment of dues and a budget for approval by the Membership at the Annual Meeting, and the approval of non-budgeted expenditures.

8. All decisions and actions taken by the Board shall be reported to the Members at the next Membership Meeting following such decisions or actions.

ARTICLE IV — OFFICERS

l. The President shall preside at all meetings of the Association and Board of Directors, and perform such duties as directed by the Board.

2. The Vice President shall perform all duties as directed by the President or Board, and is the presiding officer in the absence of the President.

3. The Treasurer shall be responsible for all funds of the Association. All bills shall be paid by the Treasurer, and all receipts shall be delivered to him/her. The Treasurer shall provide regular reports to the Board.

4. The Secretary shall maintain all records of the Association, shall keep the minutes of the Membership and Board Meetings and official correspondence, and shall give any other required service.

ARTICLE V — MEMBERSHIP MEETINGS

1. The Annual Meeting of the Membership of the Burch Avenue Neighborhood Association shall be held in the Spring of each year on the day, hour and place as designated by the Board of Directors.

2. Election of the Board of Directors, Officers, amendment of the Bylaws, establishment of committees, appointment of committee Chairpersons, approval of dues and the budget, and any other business which is properly put before the Membership shall be conducted at the Annual Meeting.

3. Special Meetings of the Membership for any purpose may be called by the President or, in his/her absence, by the Vice President. Special Meetings shall also be called upon written request of ten (10) Voting Members.

4. The schedule of Regular Meetings of the Association may be established by the Membership at the Annual Meeting.

5. Notice of the Annual Meeting, any Special Membership Meeting, or change to the Regular Meeting, stating the day, time, place and purpose shall be delivered to each Member at least ten (10) days prior to the Meeting.

6. The quorum shall consist of not fewer than 15 Voting Members present for each Annual or Special Meeting. Each Voting Member shall be entitled to one (1) vote and decisions shall be made by consensus or simple majority.

7. All Membership Meetings shall be open to any person.

ARTICLE VI — FISCAL YEAR

The fiscal year of the Association begins on the first day of January in each year, except the first fiscal year shall begin at the date of incorporation.

ARTICLE VII — AMENDMENTS

These Bylaws may be amended by a two-thirds majority of the Membership at an Annual or Special Meeting. Bylaw changes must be recommended by a majority of the Board.

ARTICLE VIII — DISSOLUTION

In the event that the Association must be dissolved, all assets shall be distributed to a non-profit, tax-exempt organization approved by a majority of the Membership at a meeting called at the time of dissolution.

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