MIDTOWN NEIGHBORHOOD ASSOCIATION

BYLAWS

Approved: May 10,  2023

Article I

NAME

Amended: March 11, 2009 The name of this organization shall be the Midtown Neighborhood Association (MNA or “Association”).

Article II

BOUNDARIES

Amended: February 4, 2016  From 15th Street to 29th Street and J Street to R Street.        

Article III

MISSION & GOALS

Amended: February 4, 2016 The Association’s mission is to create a strong community and a clean, safe and thriving neighborhood through partnerships.  The Association’s goals include but are not limited to the following:

Section 1.        Serve as a liaison between the neighborhood and local government and advocate for policies and actions that will benefit the neighborhood.

Section 2.        Provide a non-partisan forum for discussion of neighborhood concerns of mutual interest and opportunities for political representatives and candidates for office to meet area residents.

Section 3.        Maintain communication within the neighborhood on issues of concern including but not limited to historic preservation, planning updates, rezoning proposals, community problems, variance requests, disposal of public property, traffic flow, health and safety, and other government and/or private actions that would affect neighborhood residents.

Section 4.        Establish, monitor, and/or participate in civic programs that benefit residents.

Section 5.        Monitor City of Sacramento notices for new projects/development within MNA boundaries.

Article IV

POLICIES

MNA manages its activities and conducts business in accordance with the following policies:

Section 1.        The Board of Directors shall be responsible for acting on behalf of the Association.

Section 2.        Neither the name of MNA nor the names of any individual members in their official capacities shall be used in connection with any commercial promotion or partisan interest or for any purpose not appropriately related to the objectives of the Association.

Section 3.        The Board of Directors shall not release contact information for Association members to other organizations.

Section 4.        E-mail communications disseminated to MNA members shall be brief and pertaining only to matters of timely importance.

Section 5.        The Secretary shall not disseminate e-mail to non board members without prior Board approval.

Section 6.        No member of the Association shall claim to speak on behalf of MNA without prior Board approval.

Section 7.        Amended: March 4, 2018 The designated public spokespersons for MNA are the Chair and Vice Chair.  Other Board members shall refer inquiries to these members and shall not claim to represent the Board in public forums without prior Board approval.

Section 8.        The Board of Directors shall approve all expenditures from the MNA Treasury   However, the Treasurer may expend up to $75.00 without prior authorization (with receipts) to cover the Association’s normal costs of doing business and shall report all such expenditures in the monthly Treasurer’s report.  The Treasurer shall make all disbursements by check.

Section 9.        By a two-thirds vote, the board of Directors may recall the election of any officer or Board member for (a) violation of any provision of these Bylaws, and/or (b) four or more unexplained absences from regularly scheduled Board meetings during any 12-month period.

Section 10.        When a Board member misses three or more consecutive Board meetings due to illness or injury, or other personal circumstances, but wishes to remain on the Board, they shall petition the Board to request being placed on inactive status for three months.  After four months of inactive status, this Board member shall be automatically removed from the Board and be ineligible for reinstatement during the current term.  A Board member on inactive status has no voting authority.

Section 11.        Unless otherwise specified, all decisions shall be by vote of a simple majority of active Board members.  Neither the Board nor any committee may vote upon any motion unless a quorum of the active members of the Board or any committee exists when more than 50 percent [+1] of all elected or appointed active members of the body are present.

Section 12.        Amended May 10, 2023 Members of the Board may register votes via electronic means under specified conditions.  Voting via electronic means is permissible when any or all of the following conditions prevail:

• Any board member may request an electronic vote, but the request must be seconded by the Chair or Vice Chair prior to conducting an electronic vote.

• The issue at hand is time-sensitive requiring the Board to act prior to the next regularly scheduled Board meeting.

• Proposed single expenditures or reimbursements exceed the Treasurer’s $75.00 authority.

• Motions conducted via electronic means pass only if a majority of all active members vote in favor and the Chair and Vice-Chair make a determination that the motion can be acted on. The Chair or Vice-Chair can require a motion be considered further at a meeting of the Board to ensure appropriate discussion and an additional vote.

• The Board member who requests an electronic vote is responsible for (i) explaining why the vote cannot wait until the next regularly scheduled Board meeting, (ii) ensuring that the necessary number of “aye” votes is received before acting on the motion, and (iii) securing approval from the Chair and Vice-Chair that the motion can be acted on. The Secretary shall provide a summary of the electronic motion and a record of the electronic vote in the minutes of the next regularly scheduled Board meeting.

Section 13.        All MNA members may and are encouraged to attend regularly scheduled meetings of the Board of Directors.

Section 14.        The Board shall approve an annual budget for each year, beginning July1, at the regularly scheduled Board meeting in June.

Section 15.        Amended: March 4, 2018 The MNA Board shall not take a public position on an issue or project that does not affect the MNA neighborhood if the MNA Board’s position would contradict the position of the neighborhood association representing that area.

Section 16.        MNA supports strong neighborhood associations and alliances, offering organizational advice and support to other neighborhood associations, when asked, and initiated and/or participating in collaboration among neighborhood associations when collaboration is in everyone’s best interest.

Article V

MEMBERSHIP, VOTING & DUES

Section 1.        Membership in MNA is open to all individuals or businesses in the following categories:

• Neighborhood residents and businesses, whether owners or renters.
• Non-residents who own property within the neighborhood.
• Commercial tenants who lease within the neighborhood.

Section 2.        Only members who are current in paying their dues are eligible to vote.

Section 3.        The Board of Directors shall set the annual dues.

Section 4.        Amended: February 4, 2016 The Association shall collect dues annually during elections.

Article VI

ACCOUNTS & RECORDS

Section 1.        The Board shall keep financial records sufficient to establish all sources of income and amount and purpose of all disbursements.

Section 2.        The Board shall record the names of members and attempt to maintain current contact information current.

Article VII

BOARD OF DIRECTORS / OFFICERS / COMMITTEES

Section 1.        The Board of Directors shall have the duty to manage the affairs of the Association in accordance with these Bylaws.

Section 2.        Amended: March 4, 2018  The Board of Directors shall consist of no fewer than five (5) and no more than eleven (11) individual Board Members.

Section 3.        Amended: March 4, 2018  Not more than one Board Member may be an institutional or organizational representative.

Section 4.        Institutional or organizational representative Board Members may be elected to serve on the Board whether or not they reside within MNA’s boundaries.  All other Board Members, to be eligible for election to the Board, must reside within the geographical area defined as the Midtown Neighborhood.

Section 5.        Amended May 10, 2023  Officers of the Board shall include Chair, Immediate Past Chair, Vice-Chair, Secretary, Treasurer, and Membership Coordinator.

Section 6.        Board Members are encouraged to become actively involved in activities and projects approved by the Board.

Section 7.        The Board shall create committees as the preferred means by which to address complex issues and work-intensive projects.

• Committees are defined as two or more Board members that have been assigned to address a particular project or complete a specific activity.
• The Board may appoint chairpersons of committees as needed.

Section 8. Deleted: March 4, 2018

Article VIII

DUTIES OF THE OFFICERS

Section 1.        The Chair’s responsibilities shall include but are not necessarily limited to the following:

• Preside at all meetings of the Association and the Board.
• Prepare an agenda for Board meetings.
• Affix their signature to the Association’s official correspondence
• Represent as the Association’s primary contact person.

Section 2.        The Chair may delegate any of the above or other duties assigned to the chair to another Board member.

Section 3.        In the absence of the Chair, the Vice Chair shall assume the duties of the Chair.

Section 4.        The Secretary’s responsibilities shall include but are not necessarily limited to the following:

• Keep accurate minutes of all meetings of the Board and be prepared to refer to minutes of previous Board meetings.
• Include in the minutes of the next regularly scheduled meeting a record of votes the Board conducted via e-mail since the prior Board meeting.
• Notify Association members via e-mail and/or regular mail general membership meetings.
• Provide to all Board members via e-mail or regular mail a copy of any proposed amendment(s) to these Bylaws at least one week prior to the Board meeting at which the amendment(s) will be considered and voted upon.

Section 5.        The Treasurer’s responsibilities shall include but are not necessarily limited to the following:

• Receive all moneys for the Association.
• Deposit all moneys the Association receives in a bank approved by the Board.
• Keep itemized accounts of all receipts and disbursements.
• Prepare and present a written report of receipts and disbursements at each meeting of the Board, indicating year –to date receipts and disbursements relative to the prior year.
• Prepare and distribute every September the annual dues solicitation message and membership form.
• Serve as an ex officio member of the Board’s Budget Committee.

Section 6.        Added: May 10, 2023.  The Membership Coordinator’s responsibilities shall include promoting and managing the membership of the Association and supporting community outreach for the Association.

Article IX

NOMINATION, ELECTION & TERMS OF BOARD MEMBERS

Section 1.        Amended: February 4, 2016 Annually at least one month prior to the start of elections, the Secretary shall notify all MNA members via e-mail of the opportunity to volunteer for service on the Board of Directors.

Section 2.        All volunteers shall have their names placed in nomination for election to the Board of Directors.

Section 3.        Amended: March 4, 2018 Annually before April, the Board shall administer– to MNA members only – a secret ballot for election of Directors.  The 11 nominees receiving the highest number of votes shall be elected to the Board.

Section 4.        Amended: February 4, 2016 Board members shall serve one-year terms beginning at the first board meeting in April and terminating at the beginning of the first board meeting after March 31 of the following year.

Section 5.        A vacancy, or vacancies, on the Board shall be deemed to exist if one or more of the following conditions exists:

• A current member dies, resigns, or is removed by the Board.
• The Board amends the Bylaws to increase the authorized number of Board members.

Section 6.        The Board may appoint members to fill vacancies on the Board as they arise.  Each Board member so appointed shall hold office for the remainder of the expired term and shall be eligible for nomination and election in the immediately following standard process for nominating and electing Board members.

Article X

ELECTION OF BOARD OFFICERS

Section 1.        Amended: May 10, 2023 Annually at the first board meeting after March 31, the newly seated Board Members shall elect officers of the Board. The Board may elect two Board Members to share the position and duties of any officer position so long as they agree on the performance of those duties.

Article XI

MEETINGS

Section 1.        The Association shall hold a minimum of one (1) general membership meeting a year.  General meetings shall be held at a time and place selected by the Board.  Notice of the meeting shall be given to all members at least seven (7) days prior to each meeting.

Section 2.        The Board shall hold regularly scheduled monthly meetings at a usual place and time selected by Board members.

Section 3.        Special meetings of the Board or Association may be called at any time by the Board Chair or by a quorum of the Board.  The Secretary shall notify Board members via e-mail of the time, place, and date of special meetings at least twenty-four (24) hours in advance of the meeting.

Section 4.        Standing agenda items for each Board meeting shall include:

• Approval of prior meeting’s minutes.
• Approval of Treasurer’s Report.
• Report of any e-mail votes taken since prior meeting.

Article XII

AMENDMENTS TO THE BYLAWS

Section 1.        Any member of the Association may propose an amendment to these Bylaws at any regular or special meeting of the Board of Directors.

Section 2.        At any general membership meeting, any amendment approved for proposal by majority vote shall be considered and acted upon at the next regularly scheduled meeting of the Board of Directors.

Section 3.        Upon receiving a favorable vote by the majority of members of the Board of Directors, any proposed amendment to these Bylaws shall be adopted.