By-Laws

The Hillside Historic District Neighborhood Association, a non-profit organization, represents the residents and property owners of the Hillside Historic District as defined by the boundaries set forth in the National Register of Historic Places.  The Association is committed to the restoration of homes to their original beauty and to the improvement of neighborhood conditions.
These By-Laws consist of Articles One through Eight dealing with the organization of the Association and an Addendum which incorporates specific policies of the Association.

Article I
MEMBERSHIP OF THE ASSOCIATION

The membership shall be divided into four classifications:

CHARTER MEMBERS:  Being those members currently active at the time of the passage of these By-Laws in the year 1988.  CHARTER MEMBERSHIP status shall cease to prevail if consecutive annual memberships are not maintained.

REGULAR MEMBERS: Being other dues paying members consisting of property owners or residential or commercial occupants.

CONTRIBUTING MEMBERS: being those persons or business establishments making contributions in-kind or in cash, but not otherwise eligible for membership in either of the above categories.  Contributing members shall be designated by the Board of Directors and shall not have the right to vote or hold office.

HONORARY MEMBERS: Special recognition through appointment of the Board of Directors, for service or significant contribution to the Association or the Historic District.  Honorary membership may be awarded for terms of years, such terms ranging from one year to lifetime.  Honorary Members shall not have the right to vote or hold office.

Members may enroll in the Association through payment of dues as prescribed by the Board of Directors.  Dues are payable by October first of each year.

The Treasurer of the Association shall maintain the listing of members, including membership information as required by the Board of Directors.  Such information may include, but is not limited to: Name, Address, Property Owned, Residential Address, Mailing Address, Phone, etc.

Article II
MEETINGS OF THE ASSOCIATION

SECTION ONE
The Annual Meeting of the Association
shall be convened during the month of October, on a day and date as determined by the Board of Directors.  Notice of such meeting shall be by mail, by the Secretary of the Association, or designee, to all paid members in good standing.

SECTION TWO
Agenda of the Annual Meeting:

1. Minutes of the last meeting
2. Report of the Treasurer
3. Report of the President
4. Neighborhood Officer's Report 
5. Reports of Standing Committees
6. Election of Officers
7. Old Business
8. New Business 
   

SECTION THREE
Meetings
General Membership Meetings shall be convened a minimum of six (6) times per calendar year. 
General Membership Meetings may be called by the President of the Association or a majority of the Board of Directors for business which directly affects the membership as a whole.
Meetings shall be conducted in accordance with Roberts Rules of Order.
Public Notice shall be made of meetings, unless such meeting is exclusively of the Board of Directors, for which proper notice shall be served on all board members.

SECTION FOUR
Notice of Meetings
A written notice, stating the place, day, and the hour of each meeting of the Association shall be given by the Secretary, or designee, at least ten days before the meeting.   Notice shall be served to each member entitled to vote thereat by leaving such notice with him/her at his/her residence, usual place of business or by mail.  Address shall be that which appears on the books of the Treasurer.

SECTION FIVE
Quorum
A quorum is defined as a majority of the members of the Board of Directors and at least Five (5) General Voting Members.  All matters to be acted upon shall require a majority of votes cast, such majority being of paid members in good standing, and in attendance at the meeting at the time of said vote.

SECTION SIX
Voting
Each member shall be entitled to one vote.  No proxy votes shall be allowed.
A member shall be allowed to vote if he/she is in good standing, is present at the meeting, and his/her name appears on the listing of members provided for in Article One of these By-Laws, not less that thirty days prior to the date of the meeting at which said vote is cast.
Nothing in this section will preclude the termination of membership status of a member in accordance with these By-Laws.

Article III
BOARD OF DIRECTORS

SECTION ONE
Composition of the Board
The Board of Directors shall consist of the following positions which comprise the Executive Committee:
    President
    Vice-President
    Secretary
    Treasurer

Additional positions of the Board of Directors are:
    Four (4) or Six (6) Members at Large
    One  (1) Immediate Past President

SECTION TWO
Terms of Office
The terms of office for the Board of Directors shall be as follows:
    President             One (1) Year
    Vice-President     One (1) Year
    Secretary             One (1) Year
    Treasurer            One (1) Year

Additional positions comprising the Board of Directors are:
    Members at Large- Two (2) Years Alternating
    Immediate Past President 

There are no term limits.

SECTION THREE
Eligibility of Directors
All Directors shall be voting members in good standing.
At least 50% of The Board of Directors shall be comprised of  Resident-Owners of property within the Hillside Historic District.

SECTION  FOUR
Election of Directors
The membership shall elect the members of the Board of Directors from the list submitted by the Nominating Committee at the annual meeting.  Said Directors shall hold office from January 1st following the election and continue serving through December 31st or until the successors are selected.

SECTION  FIVE
Powers of the Board
The Board of Directors shall conduct the business of the Association between or in lieu of General membership Meetings.

SECTION  SIX
Meetings of the Board
Meetings may be called at any time, with notice being sent by the Secretary, or designee, with said notification being received by the members of the Board at least two days before the meeting. Notice shall be sent to all Directors.Meetings of the Board
Meetings may be called at any time, with notice being sent by the Secretary, or designee, with said notification being received by the members of the Board at least two days before the meeting. Notice shall be sent to all Directors.

SECTION  SEVEN
Quorum
A quorum of the Board of Directors shall consist of a majority of the members of the Board.

SECTION  EIGHT
Compensation
Compensation shall not be received by any member for serving on this Board. Reimbursement for out of pocket expenses may be authorized by the Board.

Article IV
NOMINATING COMMITTEE

SECTION ONE
Selection
The Board of Directors shall elect from their own number a Nominating Committee of not less than three (3) and not more than five (5) members, one of whom shall be the President of the Association.
It shall be the duty of the Nominating Committee to place before the Board of Directors the names of the individuals to be considered for the election to the membership of said Board.

SECTION  TWO
Elections
The Nominating Committee shall convene as a Committee of the Whole during the Annual Meeting of the Association and conduct the balloting of the Election of the Board of Directors (both Executive Committee and Members at Large), and officiate over tabulation of results.

Article V
POWERS AND DUTIES OF THE OFFICERS

SECTION ONE
President
The President shall preside at all meetings of the Board of Directors and shall be the Chief Executive Officer of the Association.

SECTION TWO
Vice-President
The Vice-President shall have the powers of the President during the absence or disability of the President.

SECTION THREE
Secretary
The Secretary shall keep a true record of the proceedings of all meetings of the Board of Directors  as well as all General Membership Meetings of the Association. If the Secretary is absent from any such meeting, a temporary clerk shall be chosen at the meeting who shall keep a true record of the proceedings thereof.

SECTION FOUR
Treasurer
The Treasurer shall have the care and custody of the funds and valuable papers of the Association.  He/she shall keep, or cause to be kept, an accurate record of the receipts and disbursements which shall be the property of the Association.  He/she shall keep a record of the members in books provided for the purpose.

SECTION FIVE
General Powers
All officers of the Association shall, subject to these By-Laws and to any vote of the Board of Directors not inconsistent therewith, have the additional duties and powers set forth, such duties and powers as the Board of Directors from time to time designate.

Article VI

RESIGNATIONS AND VACANCIES

SECTION ONE
Resignations
Any Director or Officer may resign by filing with the Secretary of the Board of Directors a written resignation which shall take effect upon being so filed or at such other time as may be specified therein.

SECTION TWO
Vacancies
Any vacancy in the office of a Director may be filled by a majority vote of the entire number of remaining directors at any meeting of the Board of Directors.

SECTION THREE
Removal from Office
Any member of the Board of Directors may be removed from office by a two thirds (2/3) vote of the Board of Directors is required for removal from office of any officer who is not performing.

Article VII
FISCAL YEAR

Except as from time to time  may otherwise be provided by the Board of Directors, the Fiscal Year of the Association shall be the calendar year.

Article VIII
AMENDMENTS

These By-Laws may be amended or repealed and new By-Laws may be made at the Annual Meeting of the Association, provided that the written notice of  all changes is made available to eligible voting members in writing and by other means as possible, 
no later than the date of the General Membership Meeting immediately preceding the Annual Meeting.

A map of the Hillside Historic District is incorporated into these By-Laws for reference.

ByLaws.htm