(adopted October 14, 2021)

ARTICLE I – NAME

Section 1      The name of this organization shall be the: Hilltop District Neighborhood Council (HDNC)

ARTICLE II – BOUNDARIES

See map attached hereto and incorporated herein by reference as: Appendix 1.

ARTICLE III – PURPOSE

Section 1      The purpose of the HDNC shall be to serve the people in their neighborhood and community, on a non-partisan, non-commercial basis and to work cooperatively with local, state, and federal government agencies as follows:

A. To provide members of the community a voice, and to strengthen and enrich the quality of living in the community.

B. To select representatives to serve on other organizations and committees, to act in the best interest of the Hilltop District Neighborhood Council.

C. To help residents and businesses determine the important needs and problems of the neighborhood and community by: providing a place where ideas and information can be exchanged, problems studied, and actions planned.

D. To promote a spirit of being a good neighbor, cooperation, mutual respect and goodwill among all the residents and other members of the neighborhood.

E. To improve and maintain the physical facilities and cultural activities in the neighborhood.

F. To sponsor or participate in, alone or with other organizations, programs and events of significant interest to the community.

G. To interest those in the neighborhood in an understanding of the whole community and to develop a willingness to participate as leaders or in sharing responsibilities.

H. To serve as a forum through which plans and projects of various neighborhood, area-wide public and/or voluntary organizations can be presented, understood and supported by, or adapted to the neighborhood.

ARTICLE IV – MEMBERSHIP

Section 1      Membership shall be open to all residents and property owners within the boundaries of the HDNC and to those individuals with established business interests in the neighborhood. A majority of the membership of the HDNC shall be residents of the neighborhood.

Section 2      Non-profit organizations, public or private, which are providing health, welfare, recreational, educational, religious, historic, civic or other public services in the neighborhood area may also be invited to become members and may have one representative.

Section 3      An applicant for membership shall complete a simple form, giving name, address, email address, telephone number and organization represented, if any. The application shall bear a statement of the HDNC general purpose, and the signing of the form shall constitute acceptance of the stated purpose of the HDNC.

Section 4      Each representative or individual member of the HDNC shall have one vote upon any motion before the HDNC and there shall be no absentee voting.

Section 5      The annual dues for membership in the HDNC shall be determined at the Annual Membership Meeting by the members, and may be changed any year at the Annual Membership Meeting in October. The President of the Council may waive dues for a membership upon request.

Section 6      The membership, by a majority vote, may remove a member from membership, and officer from his/her office, and an executive board member from his/her position for good cause. The accused must be served with a copy of the charges and given a chance to be heard.

ARTICLE V – EXECUTIVE BOARD OF DIRECTORS

Section 1      Number and manner of selection

A. All members of the Executive Board of Directors (Board) shall be unpaid volunteers and members of the HDNC. The Board shall consist of: five (5) Directors elected by the members of the HDNC at an Annual Membership Meeting held in October.

B. Each Director shall be elected for a two-year term and shall hold that position until they or their appointed successor is elected by the membership at an Annual Meeting.

C. Terms will be staggered with elections of two or three Directors to be held every second year.

D. To maintain staggered elections if a seat on the Board becomes vacant during the first year of a director’s term, the replacement will be elected at the following Annual Membership Meeting for a one-year term, and be eligible to run again for two additional terms.

Section 2      Vacancies

A. Any vacancy occurring in the Board by reason of the resignation, death, or disqualification of a Director shall be filled, until the next Annual Membership Meeting, by a majority vote of the remaining members of the Board.

B. Four (4) consecutive absences from regular Board meetings of any Board member may be deemed a resignation unless previously excused.

C. A valid board shall consist of a minimum of 3 elected board members at any given time.

D. In the event there are less than 3 elected board members at any given time, the remaining board member(s) shall have 60 days to appoint a new board member(s) to establish a valid board.

Section 3      Powers and duties

A. The Board shall be responsible for the property and business of the HDNC, subject tothe instructions of the general membership.

B. The Board shall appoint five (5) Officers.

C. The Board will provide a general plan and direction for the work necessary to carry out the purposes of the HDNC.

D. The Board shall create and appoint members of any Standing Committees, according to the needs of the HDNC. The Board shall require regular reports from appointed committees.

ARTICLE VI – OFFICERS

Section 1      Enumeration

A. All Officers shall be unpaid volunteers and members of the HDNC.

B. There may be up to 5 Officers.

C. All Officers will have voting rights.

D. The Officers of this organization shall consist of:

i. President

ii. Vice-president

iii. Secretary

iv. Treasurer

v. Communication officer

Section 2      Officers and Duties

A. The Officers shall work as a team. Except for the duties assigned to the President, all of the duties listed below may be performed as needed by any of the Officers.

B. No Officer who is also a Director of Board, may serve more than two consecutive terms in the same capacity, except for the case described above (Article V, Section 1) when an officer resigns in their first year of service. In this case the individual elected as a replacement may serve a one-year term and then be eligible to serve 2 additional consecutive two-year terms if desired. If there are no qualified candidates for a given position(s), the board may unanimously vote to keep the person(s) in office, in their same capacity despite the fact they may have served two or more consecutive terms in the same capacity.

C. The Officers may create or sponsor any Ad Hoc committees they deem appropriate. The Officers may, from time to time, require reports from committees appointed by the Board or by the Officers.

D. Officers may help organize and/or participate, in various programs and events of significant interest to the community.

E. Duties of the Officers shall be as follows:

i. President

a. The President shall preside over all Executive Board Meetings and all Membership Meetings.

b. Appoint the Executive Board Nominating Committee as outlined in Article VII, Section 1.

c. Appoint Ad Hoc Committees with the approval of the Officers.

d. Call special meetings of the Membership and the Officers as required.

e. Shall sign official correspondence of the organization, with the approval of the Officers, on behalf of the HDNC.

ii. Vice-President

a. The Vice-President shall perform the duties of the President in the event of his or her absence, resignation or inability to perform his or her duties, and shall act as Sergeant-at-Arms at HDNC meetings.

iii. Secretary

a. The Secretary shall keep minutes of all membership meetings and have custody of the records and minutes of the organization as well as any Standing Committee.

b. Transmit notices, agendas, and minutes of HDNC meetings to members.

iv. Treasurer

a. The Treasurer shall have the responsibility for the custody of all the funds and of financial records of the organization, and expend funds as determined by the Officers.

b. Give financial reports at membership meetings.

c. Shall prepare an annual summary of receipts and disbursements for the Annual Membership Meeting.

d. Responsible that all State and Federal financial and business-related activities are completed accurately and in a timely manner.

v. Communication Officer

a. The Communications officer shall maintain the HDNC’s Website/Social Media presence.

b. Shall serve as membership chairman.

c. Shall maintain the membership list and email distribution list.

d. Shall design programs to increase the membership of the HDNC.

ARTICLE VII – NOMINATIONS AND ELECTIONS

Section 1      Nominating Committee

A. The Nominating Committee for the Board shall be constituted by the President of the Board at least two months prior to the Annual Membership Meeting.

B. The committee shall consist of three members, who serve for a one-year term. Two of the members of the Nominating Committee shall be members of the Board.

C. Proposed nominees for the Board may be submitted to this committee by HDNC members.

Section 2      Report of the Nominating Committee and Nominations from the Floor

A. The Nominating Committee report with its nominations for the Executive Board shall be presented to the HDNC members one month before the date of the Annual Members Meeting.

B. The Committee may nominate more than one person for the Board.

C. Immediately following the presentation of this report, additional nominations may be made from the floor by any voting member provided the consent of the nominee shall have been obtained.

Section 3      Elections

A. The election shall be by written ballot upon majority vote of the membership present at the Annual Meeting.

B. A majority vote of qualified voters shall be necessary for election.

C. Absentee or proxy voting shall not be permitted. The Directors so elected shall take office immediately upon adjournment of the meeting.

ARTICLE VIII – MEETINGS AND QUORUMS

Section 1      Membership Meetings

A. There shall be a minimum of four regular membership meetings each year. The meetings of the HDNC shall be held the third Thursday of each of the following months:

October, January, April and July at 7 PM or at any other time as determined by the Executive Board.

B. There shall be no notice requirement for regular membership meetings held on the same day of the month, at the same time and place. There shall be a requirement of 5 days' notice for all other Membership Meetings.

C. A quorum for membership meetings shall consist of no less than three board members, except for the Annual Membership meeting.

D. Special membership meetings may be called by the President upon approval of a majority of the Officers, or upon the request of no less than ten members in writing to the President.

Section 2      Annual Membership Meeting

The Annual Membership Meeting shall be the October membership meeting. The main order of business of the Annual Membership Meeting shall be:

A. Election of the Executive Board of Directors.

B. Officers reports of activities of the past year.

C. Transact such other business as may properly come before it.

D. A quorum for the Annual Membership Meeting shall consist of no less than 7 members

Section 3      Executive Board Meetings

A. The Executive Board shall meet at least twice a year in November and May, upon seven days’ notice.

B. Timing of each meeting is based on the consent of the majority of the Directors.

C. Three consecutive absences from Board meetings of any member shall be deemed a resignation.

D. A majority of the Directors shall constitute a quorum for Executive Board of Directors Meetings. Special meetings of the Board may be called by the written or verbal request of three of the Directors or by the President of the HDNC.

Section 4      Committees and Committee Meetings

A. The board will form committees to address HDNC issues. Members volunteer to serve a one-year term on the standing committees.

B. The President shall be an ex-officio member of all committees. The President shall appoint all committees subject to Board approval.

C. All committee chairpersons shall give a report of activities at each regular Board meeting.

ARTICLE IX – FINANCIAL ADMINISTRATION

Section 1      Fiscal Year

The fiscal year of the Council shall commence on first day of January in each year.

Section 2      Dues

A. The annual dues shall be as provided for in Section 5 of Article IV, and shall be payable in April or at the Annual Membership Meeting held in October.

B. Members in default for a period of ninety days shall have no vote.

Section 3      Reports - The Treasurer shall provide the Annual Financial Report as provided in Section 2 of Article VI at the Annual Membership Meeting held in October.

ARTICLE X – AMENDMENTS

Section 1       Amendments - These By-Laws may be amended by a majority vote of the members at a regular or special meeting, with notice.

ARTICLE XI – RULES OF ORDER

Section 1      The rules of parliamentary procedure contained in Roberts Rules of Order Revised, shall loosely govern this organization in the transaction of all business not otherwise herein provided.