BYLAWS OF TRINITY PARK NEIGHBORHOOD ASSOCIATION, INC.
(AS AMENDED ON January 27, 2016)
ARTICLE I – NAME AND ADDRESS
Section 1 – The name of this Corporation shall be “Trinity Park Neighborhood Association, Inc.”, (hereafter referred to as the Association.)
Section 2 – The post office address of this corporation shall be Post Office Box 725, Durham, North Carolina, 27702.
ARTICLE II – PURPOSE
Section 1 – The purpose of the Association shall be (1) to encourage and promote community pride in the neighborhood by providing a focus for neighborhood activity and a forum for neighborhood concerns; (2) to preserve and enhance the physical character of the neighborhood by encouraging maintenance, revitalization, and beautification of buildings and grounds (including shade trees), and by encouraging the renovation of existing buildings rather than their demolition and replacement; (3) to be a voice for common neighborhood interests by acting as liaison with local government, and with institutions, schools, and businesses in and around the neighborhood, and to work with other neighborhood associations on common problems; (4) to encourage and facilitate vigorous citizen participation in governmental processes, especially those involving education, land use, zone changes, traffic patterns, and street modifications; and (5) to encourage citizen participation in activities affecting the quality of life in the neighborhood and in Durham.
Section 2 – The Association is and shall remain a non-profit organization, and no part of the net earnings shall inure to any individual member.
ARTICLE III – MEMBERSHIP
Section 1 – The membership of the Association shall consist of any natural person eighteen (18) years of age or older who resides or owns property in the Trinity Park neighborhood and has paid the current annual dues. Each member who has paid the current dues established by the Board of Directors shall be entitled to one vote.
Section 2 – Dues of the Association shall be established by the Board of Directors. Dues shall be payable annually at or before the time of the annual meeting.
Section 3 – The limits of the Trinity Park neighborhood shall be defined as follows: bounded on the south by Main Street, on the west by Buchanan Boulevard, on the north by Club Boulevard and on the east by Duke Street and the South Ellerbe Creek trail. Said boundaries shall include all those lots or parcels of land fronting on the south side of Main Street, the north side of Club Boulevard between Buchanan and Duke Streets, and the west side of Buchanan Boulevard. The eastern boundaries shall include the west side of Duke Street between Main Street and Club Boulevard and the east side of Duke Street between Trinity Avenue and Club Boulevard. The northeastern boundaries shall include the following properties beginning at Duke Street and east of Duke Street: Harper Place, the 800 block of Dacian Avenue, the 800 block of Urban Avenue, the 800 block of Markham Avenue, the 800 and 700 blocks of Green Street (ending at the South Ellerbe Creek Watershed Property just prior to Ellerbe Creek), all of Demerius Street, the 700 block of West Knox Street (ending at South Ellerbe Creek), Englewood Avenue (ending at Tyler Court), Tyler Court, Woodland Drive between West Knox Street and Club Boulevard, and Ruffin Street between Green Street and West Club Boulevard, and the south side of the 600, 700 and 800 blocks of West Club Boulevard.
Section 4 – Members of the Association, in any communication on matters before the organization, shall make a full, timely, and meaningful disclosure of any conflict of interest or any potential or perceived conflict of interest in connection with any matter coming before the board or the membership. For the purposes of this section, a conflict of interest might arise if there is a personal or financial interest in a matter. This includes the case of personal bias where a member might have an affinity for or enmity against another person or entity, and the case of financial bias, where a member might have a monetary or employment interest in the outcome of the matter.
ARTICLE IV – BOARD OF DIRECTORS
Section 1 – The management and administration of the affairs of the Association shall be vested in the Board of Directors. The Board of Directors shall be authorized to act for the Association in the interim between its meetings.
By serving on the board, directors and officers agree that they also serve as the most visible representatives of Trinity Park, both within and without the neighborhood. They understand that the Trinity Park Neighborhood Association is governed by the pertinent North Carolina General Statutes for incorporated, non-profit organizations. They further understand that their actions will be construed by others as filtered through the knowledge and experience of service on the board. They understand that their truest mission is to foster a sense of community within the neighborhood and to further the purposes of the Association as defined in Article II above.
Section 2 – The Board of Directors shall consist of the officers of the Association (the President, the Vice President, the Secretary, and the Treasurer), the immediate past president, and the nine (9) directors at large elected by the membership at an annual meeting. To be eligible for election to the Board of Directors, an individual must be a member of the Association and must have been a resident of the Trinity Park neighborhood for not less than one year at the time of election. Members of the Board of Directors shall serve without compensation.
Section 3 – Officers shall be elected by the membership at the annual meeting for a term of two (2) years or until their successors are elected and qualified. Directors shall be elected for a term of three (3) years in such a manner that the terms of one third (1/3) of all directors shall expire each year. Members of the Board of Directors shall assume office immediately following their election. No person shall be eligible to serve for more than two (2) successive three (3) year terms on the Board of Directors. The Board of Directors shall fill any vacancy in the Board of Directors for the remainder of an unexpired term.
Section 4 – The Board of Directors shall meet monthly to conduct regular business, on dates and at times and places determined by the President and the Board, following election at the Annual Meeting. The schedule of regular monthly meetings will be published on the website, via Listserve and in the Association newsletter. The agenda for the regular meetings shall be available to any member in advance of the meeting, or as specified by the policies adopted by the Board of Directors. In general the agenda should be available at least one week in advance. Any changes in the regular meeting schedule (date, time or location) will be published on the website and via Listserve, together with the agenda, at least one week in advance of the meeting, or as specified by the policies adopted by the Board of Directors.
In addition, the Board shall meet specially to consider urgent business whenever convened by the President, with the express concurrence of at least two other Association directors, on dates and at times and places determined by the President. Notice to Board members and to Association members will be given five (5) days in advance of such specially called meetings, except as North Carolina General Statutes permit waiver of notice.
A simple majority (one more than one half of the members of the Board of Directors) shall constitute a quorum for doing business.
Each Director shall be entitled to cast one vote when transacting Board business, and no Director may cast a vote on behalf of another Board member.
The preference shall be that such vote shall be cast in person at a regularly scheduled meeting of the Board of Directors or at such other meeting set according to the bylaws of the Association.
Section 5 – For matters which are of a particularly urgent or timely nature which must be acted upon before the next duly scheduled meeting, action of the board may be conducted by electronic methods to the extent permitted by North Carolina law. When such vote is made by such means, the President shall maintain a record of the votes cast. The action taken by such means will be ratified at the next meeting of the Board. The President shall be responsible for insuring a vote or abstention by each and every board member.
When a vacancy is being filled on the Board of Directors for an unexpired term, seven affirmative votes shall be required to fill a vacancy on the Board of Directors.
Section 6 – Each Director who will be unable to attend a meeting of the Board will make every reasonable effort to so inform the President and/or the Secretary of the Board in advance of the meeting.
Section 7 – The powers and duties of the Board of Directors shall include:
The creation of all standing and other committees and the appointment of chairpersons thereof, upon the nomination of the President or other members of the Board. Committees shall derive their direction from the Board of Directors.
The appointment of all persons or organizations to serve the Association.
The annual appointment of a nominating committee of not less than five members, no more than two of whom may be members of the Board of Directors.
The filling of vacancies on the Board of Directors, except that the Vice President shall automatically succeed to a vacancy in the office of the President.
The establishment of a budget, and the approval of non-budgeted expenditures in excess of $500.00. (If time requires, expenditures of $500.00 or less may be approved by a majority of the President, Vice President, Secretary, Treasurer and immediate Past President.) Such action will then be presented at the next meeting of the Board of Directors.
The establishment of annual dues.
The establishment of policy for the Association.
The interpretation of the bylaws.
The preparation and transmittal of an annual report to the membership.
Each member of the Board of Directors, with the exception of the President, is encouraged to serve both as a member of at least one (1) committee and as a liaison between that committee and the Board. The Board member may serve as chairperson of that committee if the need arises, and shall ensure that the first meeting of that committee occurs promptly after the ratification of the chairperson by the Board.
Each member of the Board of Directors is expected to attend all Board meetings and meetings of the general membership. Any member who misses four (4) regular meetings of the Board in the 12 month period following the annual meeting shall be replaced unless the Board votes to extend his or her tenure.
Section 8 – Each member of the board of directors shall act while in the capacity of a director as a fiduciary for the neighborhood and accordingly will exercise his or her judgment in the best interest of the neighborhood. It shall be the duty of every board member to make a full, timely, and meaningful disclosure of any conflict of interest or any potential or perceived conflict of interest in connection with any matter coming before the board. For the purposes of this section, a conflict of interest might arise if there is a personal or financial interest in a matter. This includes the case of personal bias, where a director might have an affinity for or enmity against another person or entity, and the case of financial bias, where a director might have a monetary or employment interest in the outcome of the matter.
A board member who might be unable to exercise his or her judgment in the best interest of the neighborhood free from a conflict of interest in connection with any matter, or where there might reasonably appear to be a conflict of interest, shall abstain from voting on that matter. After revealing the source of his/her potential or actual conflict of interest, the director is permitted to deliberate and discuss all matters with the board. If the director chooses not to abstain, the board of directors may exclude the board member from voting on the matter when, in the determination of the board, the member has a bias as contemplated herein which, under the circumstances specific to the matter, would render the member unable to exercise his or her judgment in the best interest of the neighborhood free from the influence of the bias. A motion to exclude a board member from deliberating and voting on any matter must be adopted by a vote of a simple majority of the Board members present at a meeting at which a quorum is in attendance. No board member may be excluded from deliberating or voting on a question of his or her own bias.
Section 9 – Meetings of the Board of Directors of the Association shall be open to attendance by all members of the Association, and to all persons interested in the affairs of the Association, except when the President shall, with the approval of the Board members present at a duly constituted meeting, determine that a particular meeting shall be closed. Such closed sessions may exclude Association members and/or individuals who are not members of the Association. Individuals wishing to be heard or invited to speak at a closed Board of Directors meeting may be invited to speak by the President at the convenience of the President.
ARTICLE V – OFFICERS AND DUTIES
Section 1 – The officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer. These officers shall be elected by the membership at the annual meeting for terms of two (2) years and until their successors are elected and qualified. They shall have duties as follows:
The President shall preside at all meetings of the Association and the Board of Directors and shall perform such duties as directed by the Board of Directors. The President shall serve as the executive officer of the Association, with the authority to represent the board and to implement its decisions in the interim between Board meetings as directed by the Board. The President shall report all such activities to the Board at its next regularly scheduled meeting. To the extent reasonably possible, by the second meeting of the Board of Directors following the annual election, the President shall nominate to the Board of Directors the chairpersons for the standing and other committees. The President shall coordinate the preparation of and present the annual report of the Board of Directors to the membership before or during the annual meeting in January or February. This report shall include a financial statement for the Association, a presentation about significant board and committee accomplishments and issues during the past year, and a review of significant issues that the Board and Committees believe will be important in future years. The report shall be approved by the board before transmittal to the general membership. The President shall ensure that an Association newsletter is published and distributed to the membership at least four times during the year. The President shall serve as an ex officio member on all committees.
The Vice President shall preside at meetings in the absence of the President and shall perform all duties as may be assigned by the President or the Board of Directors.
The Secretary shall be the official custodian of all records of the Association (except financial and membership records), shall keep the minutes of the Association and the Board of Directors, may receive and send official correspondence and give required notices in the name of the Association, and shall perform such other duties as directed by the Board of Directors. In addition, the secretary shall be a member of the Newsletter Committee.
The Treasurer shall keep and be responsible for all funds of the Association and shall keep the financial and membership records (including the dues records). All funds shall be deposited in the name of the Trinity Park Neighborhood Association in accounts in banks or other financial institutions authorized by the Board of Directors and shall be withdrawn only by the Treasurer or, in the absence of the Treasurer, the President. All monies received shall be immediately delivered to the Treasurer, for which a receipt shall be given. All bills shall be submitted in writing and shall promptly be paid by the Treasurer. The Treasurer shall provide regular reports of all transactions and shall prepare financial statements, as directed by the Board of Directors. In addition, the Treasurer shall be a member of the Finance Committee.
ARTICLE VI – MEETINGS OF THE MEMBERSHIP
Section 1 – The annual meeting of the membership of the Association shall be held during the month of January or February on the particular day, hour, and place as determined and designated by the Board of Directors. Written notice of the annual meeting shall be given at least ten (10) days prior to the meeting.
Section 2 – Special meetings of the membership for any purpose may be called (1) by the President or, in the President’s absence, by the Vice President, or (2) by the Secretary upon the written request of twenty (20) members. Written notices of all special meetings stating the time, place, and purpose thereof shall be given to the membership at least five (5) days before such meeting. The notice shall list the place and time of the meeting, with the proposed purpose of the meeting, or agenda.
Section 3 – Twenty-five (25) members shall constitute a quorum for the transaction of business at any annual or special meeting. At any meeting of the membership, each member shall be entitled to one (1) vote and such vote must be cast in person. Cumulative voting shall not be permitted.
Section 4 – The meetings of the Association shall be open to all persons interested in the affairs of the Trinity Park neighborhood, and all persons may participate in such meetings, except that voting shall be limited to members of the Association.
Section 5 – The meetings of the Association may be closed to non-members when the President shall, with the approval of the members present, determine that a particular meeting shall be closed to non-members. Non-members wishing to be heard at an Association meeting may be invited to speak by the President at the convenience of the latter.
Section 6 – The business of the annual meeting shall include: (1) any discussion of the report submitted by the President; (2) any discussion of the annual report of the Treasurer; (3) the election of members of the Board of Directors; and (4) any other business to be brought before the membership.
ARTICLE VII – COMMITTEES
Section 1 – The Board of Directors shall approve the standing and other committees of the Association and the chairpersons thereof nominated by the President or other members of the Board. The Association shall also appoint representatives to certain relevant community neighborhood organizations.
Section 2 – The Board of Directors shall annually nominate and select a member of the Association to represent the Association at Partners Against Crime District 2 (PAC2) meetings who shall typically be the chair or other member of the Safety Committee. The Board of Directors shall annually nominate and select a delegate and an alternate delegate to represent the Association at Inter-Neighborhood Council meetings and to serve as a point of communication between the neighborhood and INC.
Section 3 – The standing committees of the Association shall be as follows:
The Finance Committee shall be responsible for supervising and maintaining records and documents pertaining to the financial affairs of the Association. It will be responsible for submitting recommendations to the Board about the annual budget, dues, and investment of Association funds. The Treasurer shall be a member of the Finance Committee.
The Communications Committee shall be responsible for writing, composing, and printing four or more newsletters annually which will include information about activities and issues of interest to all areas of Trinity Park, as determined by the Board of Directors. The Communications Committee shall also spearhead other major communications activities of the Association. The Secretary shall be a member of the Communications Committee.
The Safety Committee shall be responsible for working towards preventing and reducing crime and increasing safety in our neighborhood. The Safety Committee shall liaise with the local police department and other local authorities and organizations and shall provide education to the community on how to address crime and safety issues.
The Community Building and Membership Committee shall be responsible for developing and implementing events, activities and procedures to maintain and increase Association membership. Its goal shall be maximum participation of neighborhood residents in the Association and its activities. It shall welcome new residents of the neighborhood and extend to them an invitation to become Association members. It will encourage participation of neighborhood residents in the Association, its committees, and activities.
The Traffic Committee shall be responsible for communication with neighborhood residents and investigating and advising the Board on all matters affecting pedestrian and vehicular traffic and traffic impacts in the neighborhood. These responsibilities include working with appropriate authorities to investigate traffic planning and impacts; the establishment and enforcement of speed limits and parking regulations; the placement and operation of stop lights, warning signs, and stop signs; and measures to redirect or restrict traffic patterns and to modify streets.
The Urban Planning Committee shall be responsible for communicating with neighborhood residents and investigating and reporting to the Board about issues involving land use, planning, development, zoning, housing standards, enforcement, quality of life, and non-traffic impacts associated with projects in the Durham urban area.
The Tree Committee shall be responsible for identifying places where street trees are needed and talking to homeowners about requesting a tree or trees; working with Urban Forestry to determine a suitable tree for each space; facilitating getting requests to Urban Forestry and helping with homeowner/Urban Forestry communications; and providing education in the newsletter about tree health, city rules about trees, and benefits of retaining as much canopy as possible.
The Board may create other committees of the Association to be responsible for meeting other needs of the neighborhood or Board. These may include, but not be limited to, Historic and Architectural Survey, Beautification, Institutions and Businesses, Schools, Neighborhood Activities, House Tour, Picnic, and Tenants. All standing and other committees of the Association shall serve at the direction of the Board.
Section 4 – To the extent possible, each Committee shall include: (1) a chairperson appointed by the Board; (2) a member of the Board who will ensure appropriate liaison with the Board; and (3) other members as described in Section 5 below. The committee chairperson will attend Board meetings as necessary to report on issues, plans, or actions that which require Board discussion, or ratification, and/or approval. Committees will meet frequently during the year to investigate issues and to plan and implement activities. The first committee meeting of the year will occur promptly after the appointment of the chairperson.
If a committee elects to form any subcommittee, all members of aforesaid committee must be informed of and invited to join the subcommittee. A full report from the subcommittee shall go to the committee before going forward to the board.
Section 5 – The Board shall annually determine, for each enumerated committee, whether that committee shall operate as an open-membership or designated-membership body. The Board may elect to change a committee’s membership status at any time by a majority vote of the Board. Unless specified, committees are open-membership.
(a) An open-membership committee shall hold meetings open to attendance by all members of the Association, and all members of the Association may participate in deliberation and voting on matters before the committee.
(b) A designated-membership committee shall have a designated roster of committee members; this roster shall be designated by the Board in consultation with the committee chairperson, and any roster changes must be approved by a vote of the TPNA Board. Only designated committee members may vote on matters brought before the committee. Meetings of designated-membership committees shall be open to attendance by all members of the Association, except when the chair of the respective committee shall, with the approval of a majority of the designated members present, determine that a particular meeting shall be closed. Members wishing to be heard at a committee meeting may be invited to speak by the chair at the convenience of the latter.
ARTICLE VIII – FISCAL YEAR
Section 1 – The fiscal year of the Association shall end on the 31st day of December.
ARTICLE IX – RULES OF ORDER
Section 1 – Unless otherwise specified in these bylaws, the most recent edition of Robert’s Rules of Order shall govern the proceedings of all annual and other meetings of the Association and the Board of Directors.
ARTICLE X – AMENDMENTS
Section 1 – These bylaws may be amended by a simple majority vote of the membership at an annual or special meeting. Written notice of the proposed amendment shall be given to the membership at least ten (10) days before such meeting. Bylaw changes must be recommended by a simple majority vote of the Board of Directors.
ARTICLE XI – DISSOLUTION
Section 1 – In the event that the Trinity Park Neighborhood Association becomes inactive or dissolves, all monies in the general fund shall be distributed to a tax-exempt organization approved by a simple majority of the members of the Association attending the meeting at the time of dissolution.