Bylaws | Downtown Little Rock

Downtown Neighborhood Association Bylaws

ARTICLE 1 - NAME

SECTION 1. The name of the organization shall be The Little Rock Downtown Neighborhood Association (LRDNA).

ARTICLE 2 - OFFICE

SECTION 1. The Association's principal office shall be the residence of the Association's President. The Association's mailing address shall be P.O. Box 164485, Little Rock, AR 72216. The Executive Committee may designate another location or mailing address at its discretion.

ARTICLE 3 - BOUNDARIES

SECTION 1. The boundaries of the area embraced by the Downtown Neighborhood Association shall be as follows:

The northern boundary shall be the Arkansas River;
The southern boundary shall be Roosevelt Road;
The western boundary shall be Martin Luther King Jr. Drive until Martin Luther King becomes Woodlane Drive at which point Woodlane Drive shall become the western boundary until Woodlane Drive dead ends into Little Rock Union Station at which point the railroad track shall become the western boundary;
And the eastern boundary shall be Interstate 30.

ARTICLE 4 - OBJECTIVES/PURPOSE

SECTION 1. The purpose of the Downtown Neighborhood Association is to promote downtown Little Rock, as a place to live and work, to assure the continuance of creation of those amenities and necessities that make urban life exciting and enjoyable. As a means of accomplishing the general purpose set forth above, LRDNA shall engage in the following actions:

A. Lobby vigorously for high quality government and community services, as well

as appropriate uses of land and property.
B. Communicate a positive image of the downtown neighborhood, realizing that
such efforts are necessary to correct misconceptions about residential life in
downtown. Conduct social activities that create a greater sense of neighborhood
pride, enhancing property values, promoting a sense of pride and identify among the
residents. Educate landowners and interested parties about the Association and its
purposes.
C. Provide a means of communication between downtown residents and between the
LRDNA and other organizations.

ARTICLE 5 - LEGAL STATUS/POLICIES
SECTION 1. The Association shall be a non-partisan, non-profit organization. The Association may take positions on neighborhood issues by majority vote. All approved actions to support a position will be carried out by the Executive Committee.

ARTICLE 6 - MEMBERSHIP AND DUES
SECTION 1. MEMBERSHIP CATEGORIES
Membership in the LRDNA shall be open to all residents of the LRDNA, to businesses or organizations with their main place of business within the boundaries of the LRDNA. LRDNA will actively seek the membership of all persons regardless of race, sex, economic or property ownership status. All persons over the age of 18 residing in the LRDNA area shall be eligible for membership. Current payment of dues shall define active membership of otherwise eligible members. There shall be two categories of membership in the Association: Individual and Business.

A. An Individual Member shall be any dues paying person residing or owning
property within the Association boundaries.
B. A Business Member of the Association shall be any business or organization
operating within the Downtown Neighborhood Association boundaries. A person
shall be eligible for either a regular membership or a business membership, but not
both. (1)

(1) The intention of the membership section of these bylaws is to institute a “one person, one vote” policy. That is to say, if an individual owns a majority interest in one or more business(es), the individual may be eligible for either a regular membership or a membership for one of those businesses. Whichever membership is selected for one shall be done to the exclusion of membership for the remainder.For example, John Doe lives with the boundaries of LRDNA and owns greater than 51% of LLC1 and Corporation2, each of which operate within the boundaries of LRDNA. John may have a regular membership, a business membership for LLC1, or a business membership for Corporation2, but no more. If John selects a regular membership, no other person may seek membership on behalf of LLC1 or Corporation2.

SECTION 2. MEMBERSHIP DUES
A. Annual dues for each category of membership shall be recommended by the
Executive Committee and approved by a majority vote of the members in attendance
at the meeting at which a dues change is considered. Dues shall be paid by December
31, for the following calendar year. Members shall be considered in arrears if their
dues are not paid by December 31, and that member shall have voting privileges
suspended until those dues are paid.
B. Membership Dues - Annual dues shall be as follows:
1. Individual $15 per voting member.
2. Business $25
C. Any individual can petition Executive Committee for a waiver of the membership
dues.

ARTICLE 7 - SOURCES OF REVENUE
SECTION 1. The fiscal year is the calendar year, unless otherwise identified by the Executive Committee.
SECTION 2. The Association may engage in fundraising activities related to its purposes. The Executive Committee may accept, on behalf of the Association, any contribution, gift, bequest, or device for the general purposes or for any special purpose of the Association. The Executive Committee may also decline any contribution, gift, bequest or device.

ARTICLE 8 - MEETINGS
SECTION 1. Meetings of the general membership of LRDNA shall be held no less than 6 times per year. The date, time, place, and agenda of such general membership meetings shall be determined by the Executive Committee. The agenda of such general meetings shall be posted for review by the general membership no later than 5 days prior to the meeting of the general membership.
SECTION 2. The LRDNA Executive Committee shall meet at a regular time to be determined by the Executive Committee and made known to the current, dues paying, general membership.
SECTION 3. Fifteen percent (15%) of the members shall constitute a quorum for the transaction of business at general membership meetings.
SECTION 4. No action of the general membership shall be deemed operative unless ten votes are recorded in the affirmative.
SECTION 5. Public notification of meetings shall be provided at least five days in advance of the meetings. No member shall be allowed to cast a vote at a meeting unless that member has been a member for at least one month prior to the meeting at which the vote is being cast.
SECTION 6. No member may cast a vote on any item where a vote is being taken unless that member is present at the meeting the vote is being taken.
SECTION 7. The Executive Committee shall be elected by the general membership of LRDNA present at a general membership meeting as set forth in Article 9. All incumbent members of the Executive Committee who stand for re-election shall have their attendance record reported to the general membership.

ARTICLE 9- EXECUTIVE COMMITTEE
SECTION 1. An Executive Committee shall have responsibility for setting the Agenda for the Downtown Neighborhood Association. The Executive Committee shall consist of a President, Vice-President, Secretary, and Treasurer. Any regular or business member of the Association is eligible for election to office. The President may appoint a Parliamentarian or a Rules Committee.
SECTION 2. Officers elected at the annual membership meeting shall take office immediately after the meeting when they are elected. Any officer may be removed either for or without cause, at any meeting of members by the affirmative vote of two-thirds of the general membership. Officers may resign by letter addressed to the Executive Committee at any time.
SECTION 3. At the November meeting, the President shall appoint a Nominating Committee of at least three (3) members. The Nominating Committee shall present a slate of one or more nominees for each office at the December meeting. Nominations from the floor shall be allowed at this time also. Executive Committee members shall be elected at the January meeting by a simple majority of the regular and business members in attendance.
SECTION 4. Vacancies in office shall be handled as follows: In the event the President is unable or unwilling to complete his or her term, the Vice President shall become the President for the unexpired portion of the time. Vacancies in the other positions of the Executive Committee shall be filled by vote of a majority of the general members at the meeting at which the vote is taken. The person or persons so appointed to fill such vacancies shall hold office until the conclusion of the term of the vacating office holder.
SECTION 5. For the purposes of setting the agenda for the meeting of the general membership, the vote of 2 Executive Committee members shall be sufficient to add an item to the agenda, although anyone may ask the group to consider a new issue in a “New Business” section of the agenda.
SECTION 6. The Executive Committee shall make an annual report to the annual membership meeting.
SECTION 7. Meetings of the Executive Committee may be called at any time by the President, by notice in writing to each member. If the Executive Committee determines that emergency action is needed on a topic, the Committee may take such action by majority vote. The requirement of physical presence, as set forth in Article 8, is not required for emergency action votes. Time permitting, the Executive Committee will allow members at least 48 hours to review and comment on any proposed action before it becomes effective. All emergency actions taken by the Executive Committee will be announced at the next monthly meeting, but
ratification of Executive Committee decisions by the members will not be required.
SECTION 8. If a member of the Executive Committee has three successive unexplained absences from meetings of the Executive Committee, the Executive Committee shall have the authority, at its discretion to remove the member from the Committee. The Executive Committee member will be given notice of the proposed action to remove him or her from the Committee, and will be given a reasonable opportunity to defend him or herself.

ARTICLE 10 - DUTIES OF OFFICERS OF THE EXECUTIVE COMMITTEE
SECTION 1. The President shall be the principal officer of the Association and shall:

Preside at the meetings of the Association and when presiding at general meetings shall report to the membership on Executive Committee actions,
Represent the Association to all publics, except that the President may ask another Executive Committee member to represent the Association as required,
Appoint standing and special committees and the designate chairs. New committees may be created as needed to plan and implement the goals of the organization, and officers may chair committees.
Identify members for special assignments,
Sign with the Secretary or any other officer authorized by the Executive Committee, any contracts or other legal documents expressly authorized by the Executive Committee,
Serve as the Association primary representative to the Coalition of Greater Little Rock Neighborhoods or select a representative to act as such representative, and
Invite individuals, entities, or their representatives to the meeting of the Executive Committee.

SECTION 2 The Vice President shall:

Act as special assistant to the President and represent the President whenever so designated.
Be empowered to sign any documents as authorized by the Executive Committee. This power may be invoked in the event of an emergency during the absence of the President or due to the Presidents inability or refusal to act.
Perform all such duties as requested by the President.
Be responsible for updating and distributing the Association's social media outlets.

SECTION 3. The Secretary shall:

Keep minutes of the proceedings of all general membership and Executive Committee meetings of the Association.
Preserve in a file all records of value to the Association to include a chronological file of all minutes of all meetings. These records may be, and are encouraged to be, preserved in a digital format and posted to the Association’s web site for public review.
Maintain a current roster of membership including the name, address, telephone number, email address, and membership category of each member.
Conduct the correspondence of the Association.
Perform such other duties as requested by the President.
Assist/backup the Vice President in the duties of updating and distributing the Association’s social media outlets.

SECTION 4. The Treasurer shall:

Administer all funds of the Association.
Deposit receipts in a financial institution in the Associations name as approved by the Executive Committee.
Pay all bills and disburse funds as authorized by the Executive Committee.
Present all financial status reports at all meetings.
Keep itemized and complete records of all receipts and expenditures in a permanent file.
Perform such other duties as requested by the President.
Sign with another member of the Executive Committee all withdrawals of funds from Association bank account.

ARTICLE 11 - PARLIAMENTARY AUTHORITY
SECTION 1. The rules contained in the current edition of The Modern Rules of Order, current edition, Donald Tortorice, shall govern the Association in all cases in which they are not inconsistent with these bylaws and any special rules adopted by the Association.

ARTICLE 12 - AMENDMENTS
SECTION 1. Voting on proposed amendments to these by-laws must take place on the first regular meeting after the amendment has been proposed. Discussion is in order at both meetings. The quorum required for any vote to change these bylaws shall be thirty percent (30%) of the membership. For such a proposed amendment to pass, 2/3 (two thirds) of those members included in the aforementioned quorum must vote in favor of amendment.

ARTICLE 13 - DISSOLUTION
SECTION 1. Dissolution of this nonprofit corporation is authorized if approved by a vote of two-thirds of the membership votes cast. Advance notice of such a vote upon Dissolution must be given at one regular meeting and the vote shall be taken at the next regular meeting. Upon the dissolution of the corporation, the Executive Committee shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation to the charitable organization, a
501(c)3 tax-exempt organization, to be named by the membership at the time of Dissolution. Articles of Dissolution shall be delivered to the Arkansas Secretary of State.

ARTICLE 14 - ADOPTION OF BYLAWS

Approved by the membership on October 1, 2015, as witnessed by the Secretary and President.