Bylaws

Last updated: August 2013

MISSION STATEMENT: The CLIMANA Neighborhood Association is dedicated to improving the quality of life for all CLIMANA Residents through direct action, partnerships, and community events.
ARTICLE I. NAME, PURPOSE, AND TITLE

Section 1. The name of this association shall be the CLIMANA Neighborhood Association.

Section 2. The purposes of this association shall be to:

a) Identify, create, and encourage pride in our neighborhood.

b) Preserve the history of one of New Orleans’ oldest neighborhoods.

c) Encourage care and beautification of homes, gardens, and parks in the neighborhood. d) Represent our neighborhood’s common interests by working with government, schools,

institutions, businesses, and other neighborhood and city/parish or nonprofit organizations.

e) Serve as a focal point for improvement and maintenance of facilities and institutions within and serving our neighborhood, such as parks, schools, greenways, public safety services, and blight reduction.

f) Provide an avenue for neighborhood social activities.

g) Encourage and facilitate citizen participation in all issues affecting our neighborhood, including land use, zoning changes, traffic patterns, and street modifications.

h) Promote public welfare within our neighborhood. i) Pursue other lawful purposes.

Section 3. This organization is and shall remain a non-profit organization and no part of the net earnings thereof shall inure to any individual member.

Section 4. This Association shall not endorse political candidates.

ARTICLE II. MEMBERSHIP

Section 1. The membership of this Association shall consist of any natural persons 18 years of age or older who reside or own property, or own businesses in this neighborhood and have paid annual dues. All members are voting members.

Section 2. Dues of this organization shall be established annually by the Board of Directors (BOD). Annual payment of dues is made to the Treasurer and establishes membership to the Association. All memberships expire each year on the day preceding the day of the Annual Meeting, unless renewed on or before the day of the Annual Meeting; new membership applications received later than 30 days prior to the Annual Meeting shall be treated as applications for the Association year beginning on the day of the Annual Meeting.

Section 3. The CLIMANA Neighborhood Association boundaries are as follows: S. Claiborne Avenue,

Freret Street, Napoleon Avenue, and Louisiana Avenue.

ARTICLE III. GOVERNANCE

Section 1. The CLIMANA Neighborhood Association shall be governed by a Board of Directors (BOD), which may act as an Executive Committee to take action in the name of the Association when prompt action appears desirable. The BOD shall meet at least quarterly.

Section 2. The BOD shall consist of a President, Vice-President, Secretary, Treasurer, and 2 to 4 Officers, broadly representing the neighborhood, and elected by the membership at the Annual Meeting. Board members must reside within the CLIMANA Neighborhood boundaries. One Officer at Large position shall be reserved for immediate past president or, if that individual is not available, for any past president or the immediate past officer willing to serve.

Section 3. A simple majority of the Board shall constitute a quorum for doing business. Each Board Member shall be entitled to one vote. The business of the Board of Directors shall be accomplished by a majority vote of Board Members present and authorized to do business at a meeting of the Board.

Policy positions to be presented at public meetings require an affirmative vote of at least four Board Members.

Section 4. To be eligible for an elected office, a person must be a paid member of the Association and must have maintained membership for a minimum of 1 year prior to nomination. Officer terms are staggered according to position as follows:

– President, Vice President, Treasurer – 2 year term

– Recording Secretary, Acting Secretary, General Officers – 1 year term

Section 5. Board Members shall serve without compensation.

Section 6. The powers and duties of the BOD shall include:

a) Appointment of all standing and other committees and chairpersons thereof. This power can be delegated to the President. Committees shall derive direction from and report to the BOD.

b) Appointment of all persons or organizations to serve the Association. c) Filling of vacancies on the BOD until the next Annual Meeting.

d) Overseeing the nominations of future board members at an announced meeting of the Association at least thirty (30) days prior to the Annual Meeting.

A call for nominations will be announced in March each year preceding the Annual Meeting
Nominations will be accepted and closed during the April meeting prior to the Annual Meeting
General elections shall take place during the May Annual Meeting
Nominations of future board members must be made by members of the Association or the BOD. Each nomination must be seconded by at least one person. No individual may nominate himself or herself.
e) Interpretation of the by-laws.
f) Expenditure of association funds not inconsistent with the by-laws. g) Establishment of policy for the Association.
h) Dissolution of all committees; this power can be delegated to the President.
Section 7. The President shall preside at all meetings of the Association and the BOD and shall perform such duties as directed by the Board.

Section 8. The Vice-President shall perform all duties as may be assigned by the President or BOD and shall preside in the absence of the President.

Section 9. The Secretary shall be the official custodian of all records of the Association, except those required to be kept by the Treasurer; shall keep the minutes of the meetings of the association and the BOD.

Section 10. The Treasurer shall be responsible for all funds of the Association and shall keep the membership records. All funds shall be deposited promptly in an account owned by the CLIMANA Neighborhood Association and shall be withdrawn only by the Treasurer, the President, or the vice- president; two signatures shall be required to negotiate instruments. The Treasurer shall provide regular reports to the BOD, as well as to the membership at the Annual Meeting.

Section 11. The Board reserves the right to take corrective action and replace Board members failing to attend three (3) consecutive Board meetings or three (3) consecutive Membership meetings. Any Board member not fulfilling the purpose of the neighborhood association shall be subject to recall at a regularly scheduled general meeting. A two-thirds (2/3) vote of those present shall be needed to recall. The Board member shall be notified at least twenty-one (21) days prior to such an action.

ARTICLE IV. MEETINGS

Section 1. The Annual Meeting of the membership of the Association shall be held on the second Thursday in May. Written notice of this meeting shall be given at least three (3) days prior to such a meeting. Monthly meetings shall be held each second Thursday of each month, unless cancelled in writing at least three (3) days prior to such scheduled meeting.

Section 2. Special meetings of the membership for any purpose may be called by the President or, in the President’s absence, by the Vice-President. Written notice of all special meetings shall be given at least three (3) days prior to the meeting.

Section 3. Ten members of the Association shall constitute a quorum for transaction of business at any regular or special meeting of the membership. Each member shall be entitled to one vote and decisions will be made by simple majority. Only current members may vote; no proxy or absentee voting shall be permitted. After two successive meetings of the membership, held with due notice, at which a quorum is not obtained, howsoever many members as may attend the third meeting shall constitute a quorum.

ARTICLE V. ASSOCIATION YEAR
The Association year shall end on the last day of May and begin on the first day of June. For accounting purposes, the Association year shall also be called the Fiscal year.

ARTICLE VI. PROCEDURE
The BOD shall adopt rules of procedure, as they deem necessary to ensure free, open, and orderly discussion.

ARTICLE VII. CONFLICT OF INTEREST PROCEDURES
A transaction in which an Officer may have a direct or indirect conflict of interest may be approved by a vote of the Board if in advance of the vote by the Board all material facts of the transaction and the Officer’s interest are disclosed to the Board. A conflict of interest transaction is considered ratified if it receives the affirmative vote of the majority of the Officers who have no direct or indirect interest in the transaction.

ARTICLE VIII. NONDISCRIMINATION
The neighborhood association will not discriminate against individuals or groups on the basis of race, religion, color, sex, sexual orientation, gender identity, age, disability, national origin, income, or political affiliation in any of its policies, recommendations, or actions.

ARTICLE IX. AMENDMENTS
These by-laws have been created and may be amended by a simple majority vote of the Association at a regular or special meeting, after approval by a simple majority of the BOD.

ARTICLE X. DISSOLUTION
In the event that the CLIMANA Neighborhood Association becomes inactive or dissolves, all money in the general fund shall be distributed to a tax-exempt community oriented institution or organization. At the time of dissolution, the majority of the members of the Association must approve this distribution of funds.