(Amended and Restated March 2008]
ARTICLE I: Organization Name.
The name of this Association shall be the Chapin Park Neighborhood Association (previously known as the Park Avenue Neighborhood Association / PANA).
ARTICLE II: Purposes.
Section 1 – To promote and preserve the neighborhood integrity consistent with the needs and desires of its residents, to preserve and improve its surroundings, protect its property rights and to encourage social interaction for the common good.
Section 2 – To receive and administer funds and properties of all kinds for the above purposes, and to that end to take and hold by bequest, devise, gift, purchase, loan or lease, either absolutely or in trust, for said purposes, or any of the property, real, personal, or mixed, without limitation as to amount or value, except such limitations, if any as may be imposed by law or by the provisions; to sell, convey, and dispose of any such property and to invest and reinvest the principal thereof, and to deal with and expend such principal or the income there from for any of the purposes of the Association, whether by direct action of the Association or by means of trusts created by it, without limitation, except such limitation, if any, as may be contained in the instrument under which such funds or property are received; to receive any property, real, personal, or mixed, in trust, under the terms of any deed, will deed of trust, or other trust instrument for the purposes of the Association, and in administering the same to carry out the directions and exercise powers contained in the instrument under which the property is received, including the expenditure of principal as well as the income for one or more of such purposes, if authorized or directed in the instrument under which it is received; to receive, take title to, hold and use the proceeds and income of real estate, personal, estate, stocks, bonds obligations, or other securities of any person or persons, Association or Associations, domestic or foreign, for the purposes of the Association; and in general to exercise such other powers as the Directors may deem requisite to promote the general purposes of the Association and as are permitted by law to Associations of its class, and to have all other powers with which such Associations are endowed.
ARTICLE III: Membership.
Section 1 – Eligibility. Anyone who subscribes to the purposes of the Association shall be eligible for membership.
Section 2 – The membership of the Association shall be composed of Active members and Associate members. Active members shall be residents aged 18 or older and residing within the Association boundaries. Associate members shall be all others who subscribe to the Association principles not permanently residing within the Association boundaries.
Section 3 – Funds. Fees or contribution may be solicited from the membership at the discretion of the Board of Directors.
Section 4 – Termination of membership. Membership in the Association shall be terminated by a member's death, resignation, or relocation.
Section 5 – Voting. All active members of the association are eligible to vote.
ARTICLE IV: Boundaries.
Boundaries of the Association area shall consist approximately of Lafayette Street on the east, the St. Joseph River on the north, Portage Avenue to Ashland Avenue to Rex Street to Leland Avenue on the west, and Madison Street on the south, all in the City of South Bend, Indiana. See map for details.
ARTICLE V: Board of Directors.
Section 1 – Number, manner of selection, term of office. The affairs and business of the association shall be managed by a Board of Directors, which shall not exceed fourteen members.
Directors At Large. Up to nine (9) members shall be elected by the membership as Directors At Large as outlined in ARTICLE VII – Section 3.
Designated Directors. Up to five (5) Designated Directors shall be appointed by the majority vote of the Directors at Large to serve one-year terms. Designated Director seats shall not exceed 5/14ths of the board membership, at the time of appointment.
Section 2 – Qualifications. Directors shall be active members of the association who reside within association boundaries. See Article III.
Section 3 – Vacancies. Any vacancy occurring on the Board of Directors by reason of resignation, death, or disqualification of a Director may be filled until the next election by a majority vote of the remaining members of the Board.
Section 4 – Officers. The Board of Directors shall elect its officers at no later than the second meeting following the annual election. Officers shall remain in power until replaced by their elected successors or until their term expires, whichever comes first. The officers of the Association will be President, Vice President, Secretary, and Treasurer, and such other
officers as the Board shall specify. The terms of the officers will be one year and until their successors are elected and qualified. The responsibilities of the officers shall be as follows or, if not described below, as specified by the Board:
(a) President. The President is the chief executive officer of the Association and shall preside at all meetings of the Board of Directors. The President has charge of the business and affairs of the Association, subject to the direction and control of the Board of Directors, and shall see that the resolutions and directives of the Board of Directors are carried into effect except in those instances in which responsibility is assigned to some other person by the Board of Directors. The President may execute on behalf of the Association any contracts or other instruments which the Board of Directors has authorized to be executed, and he or she may accomplish such execution either individually or with the Secretary, or any other officer thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument, except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Association or a different mode of execution is expressly prescribed by the Board of Directors. The President may vote all securities that the Association is entitled to vote except to the extent such authority shall be vested in a different officer or agent of the Association by the Board of Directors.
(b) Vice President. If the position of President is vacant or the President is unable to serve, the Vice President shall exercise the responsibilities of President. The Vice President shall also preside over meetings of the Board of Directors when the President is absent. Otherwise, the Vice President shall have such responsibilities as provided by the Board of Directors.
(c) Secretary. The Secretary shall attend all meetings of the Board of Directors of the Association and record all votes and the minutes of all proceedings in the minute book of the Association. The Secretary shall give, or cause to be given, notice of all meetings of the Board of Directors of the Association for which notice may be required. The Secretary shall
perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision the Secretary acts.
(d) Treasurer. The Treasurer shall: (i) have custody of the funds and securities of the Association; (ii) keep full and accurate accounts of receipts and disbursements in financial books of the Association; and (iii) deposit all monies and other valuable effects in the name and to the credit of the Association in such banks or depositories as are designated by the Board of Directors. The Treasurer is charged with the disbursement of funds of the Association, including without limitation distributions authorized by the Board of Directors in furtherance of the charitable purposes of the Association. The Treasurer shall render to the President and to the Board of Directors, whenever they may require it, an account of all his or her transactions as Treasurer and of the financial condition of the Association.
Section 5 – Powers and duties. The Board of Directors shall execute the business of the Association in accordance with the purposes outlined in the bylaws.
a. Executive Committee. The four (4) elected officers shall constitute the association's Executive Committee, which is empowered to act in the Board's place between regularly scheduled Board meetings. The authority of the Executive Committee is limited to the execution of administrative duties.
Section 6 – Quorum. A simple majority (>50%) of the filled board positions is required to hold a meeting or take action.
Section 7 – Meetings. The Board of Directors shall meet at least once per year and as many additional meetings as deemed necessary to conduct the business of the association.
Who can call Meetings. Meetings of the full Board can be called by the President, the Executive Committee, or any three (3) active board members.
Section 8 – Disqualification. The office of any member of the Board shall be declared vacant by the President of the Board, if such member absents himself from meetings of the Board on any three occasions, in any administrative year. Absences which are the result of events over which the member had no control shall not be counted toward a vacancy declaration.
Section 9 – Administrative Year. The administrative year shall be the calendar year.
ARTICLE VI: General Membership Meetings.
Section 1 – Annual meetings. An annual membership meeting shall be held each April, the exact date to be determined by the Board of Directors. Association members shall receive a financial report and transact such other business as may properly come before it.
Section 2 – General meetings. There shall be other meetings of the membership as are deemed necessary by the Board of Directors or as requested by written petition to the board by eight voting members of the Association. The general membership must be notified prior to each meeting.
ARTICLE VII: Elections.
Section 1 – Applications for Board Membership. Any active member may submit an application for election to the Board on or before October 31 of each year. Properly submitted applications (see Article III) will be reviewed and accepted by the Board.
Section 2 – Elections. The election shall be by ballot. The nominees receiving the greatest number of votes shall be considered elected. In the case of a tie vote for the last open position, another election among those tied will be held. The election of directors shall be by newsletter ballot. Signed absentee ballots will be accepted on or up to the general election and in accordance with specifically announced time(s) and place(s).
ARTICLE VIII: Parliamentary Authority.
The rules contained in Roberts Rules of Order Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws.
Article IX: Amendments.
The Board of Directors must formally propose any change(s) to the by-laws. Amendments will be submitted to all members in a newsletter before consideration. Amendments shall be ratified by a two-thirds vote of all votes cast. Legibly signed absentee ballots will be accepted prior to the ratification meeting.
ARTICLE X: Member Action.
Members may act in the name of the Association only when authorized to do so by the Board of Directors.
ARTICLE XI: Committees.
The association uses committees and liaison representatives to conduct its business.
Section 1 – Standing Committees. The Standing Committees of the CPNA shall be:
Social Events: Manages all intra-neighborhood social events, parties and functions.
Communications: Administers all neighborhood communication devices including but not limited to the Chapin Park Newsletter, Website and Electronic List (a.k.a. CPNA-List).
Environmental: Monitors environmental conditions, oversees all neighborhood improvement and enhancement activity including clean-up efforts and the installation of seasonal decorations.
Fund Raising and Marketing: Maintains and develops neighborhood revenue sources from initiatives such as the Garden Walk, the Leeper Park Art Fair hospitality station, and the Chapin Park Holiday Ornament. Also promotes the neighborhood's character and appeal throughout the larger community.
Safety and Security: Monitors and reports on neighborhood crime activity or other hazardous conditions. Develops and promotes effective countermeasures and discusses neighborhood concerns with municipal agencies and law enforcement officials.
Section 2 – Ad hoc Committees. The Board establishes these committees as perceived necessary.
Section 3 – Liaison positions to organizations in the community are established by the Board as desired.
Section 4 – Formation. Committee chairpersons, members, and liaisons are appointed by the President.