Upper Audubon Association

ARTICLE I-NAME AND PURPOSE

Section 1-Name.  The name shall be Upper Audubon Association.

Section 2-Boundaries.  The boundaries shall be the Uptown side of Audubon Park, the Mississippi River, both sides of Broadway Street and the river side of St. Charles Avenue.

Section 3-Purpose.  The purpose of the Association is to maintain and to improve the residential character of the neighborhood.

ARTICLE II-MEMBERSHIP AND MEETINGS

Section 1-Membership.  The membership of the Association shall consist of those who own real estate, reside or operate a business within the association boundaries.  There shall be only one voting member per municipal address.

Section 2-Annual Meeting.  The annual meeting for the election of Officers and the Board of Directors and other business as may be brought before the Association takes place in May of each year.  Notice of the meeting must be given no less than seven (7) days before the scheduling of said meeting.

Section 3-Special Meetings.  Special meetings of the Association may be called by the President, by a majority of the Board of Directors or by a petition of at least forty (40) members of the Association.

Section 4-Dues.  All members shall pay annual dues, the amount of which shall be determined by the Board of Directors.

ARTICLE III-NOMINATIONS AND ELECTIONS

Section 1-Nominations.  Any member of the Association is eligible for nomination to the Board of Directors.  Nominations to the Board must be presented in writing to the Nominating Committee by a member of the Association not later than then (10 days before the annual meeting.

Section 2-Elections.  The Board of Directors and the Officers of the Board shall be elected at the annual meeting by simple majority of those members present.

Section 3-Tenure.  The members of the Board of Directors shall be elected for two (2) year terms.  On half of the Board shall be elected as each annual meeting.  Officers shall be elected at the annual meeting and shall serve a one year term.

Section 4-Vacancies.  Should a Board member’s or Officer’s position become vacant before the end of the term, such vacancy shall be filled at a regularly scheduled Board meeting by a majority of the Board of Directors present at said meeting.

ARTICLE IV-BOARD OF DIRECTORS

Section 1-Composition.  The Board shall consist of not more than twenty one (21) nor less than fifteen (15) members.  Board members shall serve without compensation.

Section 2-Authority.  The Board shall set policy and manage the business of the Association.  The Board may appoint such agents as shall be necessary to exercise such powers and perform such duties as shall be determined by the board of Directors.

Section 3-Meetings.  Regular meetings of the Board shall be convened by the President not less than six (6) times per year.  A minimum of the (10) days notice of each meeting shall be given to all members of the Board.  Special meetings may be called upon the written request of a majority of the members of the Board of Directors

Section 4-Quorum.  A quorum of the Board shall be one-half of the members of the Board of Directors.

Section 5-Voting.  A simple majority of those present at any meeting shall prevail on any vote taken.

ARTICLE V-OFFICERS.

Section 1-General.  The Officers shall consist of a president, one or more vice Presidents, a Secretary and a Treasurer.  All Officers shall take office immediately upon election and shall service until their successors are elected.  All Officers must be members of the Board of directors.  At the end of each two (w) year term. A board member must serve as an officer if asked, or rotate off the Board for at least one (1) term.

Section 2-President.  The President shall preside as all meetings of the Board and the association.  The president shall assume such powers as may be delegated by the Board of Directors and shall see that all orders and resolutions of the Board are carried into effect.  The President shall appoint chairman and members of all committees with the exception of the Nominating committee.  The President shall serve ex-officio, without vote, on all committees with the exception of the Nominating Committee

Section 3-Vice President.  There shall be no less than one Vice President.   If the Vice President is unable to preside the President shall designate a Vice President to serve in the absent.  If the President is unable to make such designation, it shall be done by the board.

Section 4-Secretary.  The secretary shall keep records of all minutes of the meetings of the board and the Association.  The Secretary must see that the minutes of the proper meeting are presented to each member of the Board not less than one (1) week prior to the next regularly scheduled meeting.

Section 5-Treasuer.  The treasure shall collect, receive, and deposit all monies of the Association, make all disbursements according to the directives of the Board and keep an accurate and current accounting of all Association funds.  The Treasure shall submit a report of the association’s financial condition at each regular meeting of the Board and at the annual meeting.   The Treasure shall be responsible for issuing all bills of the Association.

ARTICLE VI-COMMITTEE

Section 1-Nominating Committee.  The Nominating Committee shall consist of at least four (4) members at least two of which are current members of the Board of Directors.  The Chairman shall be the immediate past President and if unable or unwilling to serve, the chairman shall be any pas President of the Association.  The Chairman of the Nominating Committee shall be empowered to select the reaming members of the Committee.  The report of the Nominating Committee to fill any vacancies of the Board and to nominate Officers shall be made at the annual meeting.

Section 2-Standing Committees.  The Standing committees shall consist of but not necessarily be limited to the following:  Membership, Security, Zoning and Newsletter.  Each committee shall be composed of members of the Board appointed by the President or the Nominating Committee for a term of one (1) year.

Section 3-Special Committees.  Special committees may be created by the President of the Boasrd of directors as required.

ARTICLE VII-Fiscal YEAR

The fiscal year shall run from May 1 through April 30.

ARTICLE VIII AMENDMENTS

These bylaws may be amended by a two-thirds (2/3) vote of any meeting of the Board of Directors with written notice ten (10) days in advance or by a two thirds (2/3) vote of the membership at the annual meeting.

ARTICLE IX-PARLIMENTARY AUTHORITY

Roberts rule of Order, Newly Revised shall be the authority of these Bylaws and shall govern the conduct of all meetings of the Board of Directors and Association