Bylaws

EDGEMERE/SACKVILLE NEIGHBORHOOD ASSOCIATION BY-LAWS

 

 ARTICLE I. NAME OF ORGANIZATION: The name of the organization shall be Edgemere/Sackville Neighborhood Association, Also known as ESNA, hereinafter referred to as the Neighborhood Association.

 

ARTICLE II. PURPOSE: The purposes for which the Neighborhood Association is organized are:

 

  1. to protect and promote the best interests of its residents;
  2. to promote and encourage neighborliness, community spirit and always working together harmoniously;
  3. to reduce traffic, prevent crime and destructive acts to ensure those living in the neighborhood a quiet and safe area;
  4. to promote the neighborhood as a desirable place to live and to reverse blight and commercial encroachment by encouraging people to buy, restore, improve and maintain homes and property;
  5. to educate our youth and adults to be better stewards of our neighborhood and community;
  6. to provide the residents a forum to express their issues and concerns to the City of Savannah in planning and providing for community development and municipal services in the neighborhood; and
  7. to advocate for the general welfare of our neighborhood by collaborating with city officials and with other civic and public organizations.

 

We encourage all to become fully involved in the process.

ARTICLE III. BOUNDARIES: Boundaries of the Neighborhood Association shall be defined as Waters Avenue, 53rd, Parnell and the Truman Parkway.

ARTICLE IV. ORGANIZATION:  ESNA shall be organized as a 5013c non-profit incorporated organization under the Georgia Secretary of State.

ARTICLE V. OFFICIAL SEAL: The official seal of ESNA shall be as shown.

 

 ARTICLE VI. MEMBERS:

Section 1. Eligibility:

Membership in the Neighborhood Association shall be open to all residents, property owners, and proprietors of business establishment located within the boundaries as defined in ARTICLE III of these bylaws.

Section 2. Voting:

Every member (18 years of age and older) of the Association shall have one vote on each matter coming before the membership for vote, except that no member may authorize another person or persons to vote for him/her by proxy at a meeting of the members.

Section 3. Quorum:

A quorum shall consist of the members present at membership meetings. Unless otherwise specified in these bylaws, decisions of the Neighborhood Association shall be made by a majority vote of those members present at any meeting.

ARTICLE VII. MEETINGS:

Meetings of the members shall be as follows:

 

  1. Annual meeting – An annual meeting shall be held each year at such time and place as set by the Board of Directors.
  2. Regular meetings – In addition to the annual meeting of the Association, eight other regularly, scheduled meetings of the members will be held. The time and place of those meetings shall be determined by resolution of the Board. Regular meetings are ordinarily held on the third Wednesday of the month from January to October.
  3. Special meetings – Special meetings of the members may be called by the President, Board of Directors, or by the majority of the members at the last regularly scheduled meeting prior to the special meeting.
  4. Notice – Notification shall be by mail, newsletter, posted notices, telephone calls, electronic mail lists or any other appropriate means of communication apt to reach a majority of the members. Notification shall require a minimum of 48 hours notice for all active members.

 

Notice of Special/Emergency Meetings: Special meetings of the membership, or committees may be called as in article V-C shall be by mail, newsletter, posted notices, telephone calls, electronic mail lists or any other appropriate means of communication apt to reach a majority of the members. Notification shall require five days advance notice to all active members, board or committee members, and to individuals.

 

Agenda: The President shall prepare the agenda for general and special meetings of the membership. Any person may add an item to the agenda by: making a motion to the President to add an item to the next general or special meeting agendas at those respective meetings. Adoption of that motion requires a second and majority vote.

 

The Chairperson shall prepare the agenda for board meetings. Any board member may add an item to the agenda by: a) submitting the item in writing to the Chairperson at least seven (7) days in advance of the meeting or, b) making a motion to the Chairperson to add an item to the agendas at those respective meetings. Adoption of that motion requires a second and majority vote.

 

Procedures: Simple parliamentary procedures taken from Cooperative Extension Service of the University of Kentucky (https://psd.ca.uky.edu/files/simpleparliamentaryprocedure.pdf) shall be followed in all areas not covered by the bylaws.

ARTICLE VIII. DUES:

There are no dues at this time; however, voluntary contributions will be accepted and fund raising may be authorized by the Board.

ARTICLE IX: DIRECTORS AND DUTIES

Section 1. Designation and Eligibility:

The Association shall be managed by a Board of Directors consisting of at least nine people, but no more than eleven, all of whom shall be of legal age, shall be competent to contract and shall be residents or property owners of the neighborhood.

Eligibility: The Board shall consist of the four officers of the Association and five, but not more than seven, general Board members, provided that the total number of Board members shall be an odd number.

Section 2. Election and Term:

Members of the Board of Directors, except the immediate past President who shall assume a Board position without election, shall be elected by the members at the annual meeting and shall hold office for two years and thereafter until a successor has been elected, appointed and qualified. All Board of Directors shall be elected by the members at the annual meeting.

Section 3. Duties and Obligations of the Board:

The board shall be accountable to the membership.  The board is responsible for helping with the administration of the Neighborhood Association, setting policy, goals, and priorities and shall seek the views of those affected by any proposed policies or reactions in a public meeting format before adopting any recommendation on behalf of the association.  The Board has the responsibility of acting in the best interest of the neighborhood, but is not specifically bound to act according to the desire of the majority of members attending a particular meeting. However, no one board member may act independent of other board members to promote their sole personal gain.  The Board must establish a yearly work plan of priority issues and projects for achieving neighborhood goals and objectives and for maintaining and encouraging involvement in the Neighborhood Association.

 

The board is responsible for attending meetings, projects and events, helping to plan projects and events, sitting on committees and representing the association on city/community advisory committees.

Section 4. Meetings:

The Board shall meet at least four times annually. The time and place of Board meeting shall be determined by resolution of the Board. Special meetings may be called at any time by the President of the Association, or any two Directors. All meetings shall require notice to each Board member by any usual means of communications, not less than four days before said meeting.

Section5. Quorum:

 

A quorum for board meetings of the Neighborhood Association is 2/3 of the number of filled board positions. Example 9 filled board positions, 2/3 of 9 equals a quorum of 6.

Section 6. Removal of Board of Directors:

a.   Any member of the Board of Directors may be removed by a majority vote of the membership for cause, which shall include, but not limited to, absenteeism, final conviction of a felony, theft of association funds and breach of the Association’s Ethics Policy.

b.   Removal of any Board of Director member may occur at a meeting of the members by the affirmative vote of a two-thirds (2/3) vote of the members of record present at the meeting.

c.   Any member of the Board of Directors who is absent from three consecutive regularly meetings (scheduled/called) shall automatically be removed from the Board of Directors unless a written explanation of absences are submitted within ten days.

d.   The Board at its next regularly scheduled meeting shall determine by a majority vote whether the explanation is reasonable grounds for reinstatement.

e.   If a member of the Board of Directors is not affirmatively reinstated is deemed vacant and may be filled through the normal methods for filling a vacancy.

Section 8. Resignation:

Any member of the Board may resign by giving written notification to the secretary. The secretary will include the resignation in the minutes of the Association.  Should the Secretary resign, written notification is to be given to the President.

Section 9. Vacancies:

Board vacancies for any reason may be filled by a majority vote of the membership. If no Directors remain who are eligible to act, then a special meeting of the membership may be called by any ten members for the purpose of appointing Directors. A Director appointed to fill a vacancy shall hold office for the unexpired term of his predecessor.

ARTICLE X: OFFICERS AND DUTIES

Section 1. Designation:

The officers of the Association shall consist of a President, Vice-President, Secretary, and Treasurer.

Section 2. Election and Term:

All officers shall be elected by the members at the annual meeting except the immediate past Vice-President shall assume the position of President without election. Each officer shall hold office for two years and thereafter until a successor has been elected, appointed and qualified.

Section 3. Security:

The Board may require any officer to give security for the faithful performance of his or her duties. If security is required from an officer, the Association may pay the costs of any required bond.

Section 4. Duties and Obligations of the Officers:

Officers of the Association shall be chosen from among the Association’s members. Officers will have the following duties:

a. President — The President will preside at all meetings of the members and officers. The President manages the day-to-day operation of the Association’s business and as such is empowered to enter into agreements and to sign instruments affecting the operation of the Association. The President may authorize the Treasurer to disperse up to $100 of the Association’s funds on the Association’s behalf and shall provide to the Treasurer a receipt showing the date, amount and the items involved in each transaction. The President shall also have the power to appoint Committee Chairpersons.

b. Vice-President — The Vice-President shall preside at all meetings in the absence of the President and shall assist the President in accomplishing the President’s duties. The Vice-President shall also coordinate committee chairs and report status to the board

 

c. Secretary — The Secretary shall keep a record of all of the members of the Association including their names and addresses. The Secretary will also keep a correct and complete set of records of the Association including the minutes of the meetings of the members, the minutes of the meetings of the Board of Directors, and the reports of the committees.

The Secretary shall be responsible for carrying on all correspondence for the Association and for notifying when necessary the members of the Association and Directors of the meetings.

The minutes shall include a record of attendance and the results of any vote(s) and recommendations made along with a summary of dissenting views.

  • Name of the association
  • Date and place of the meeting
  • Whether regular or special
  • Name of the person presiding
  • Whether the minutes of the last meeting were approved
  • Treasurer’s report
  • Names of officers and chairs who gave reports
  • Name of speaker and title of speaker’s address
  • All motions as stated by the chair and the results of the motions
  • Motion to adjourn
  • Adjournment
  • Signature of the recording secretary

e.Treasurer — The Treasurer will be the custodian of all funds of the Association. Adequate records of account will be kept. The Treasurer has the authority to sign and disperse all checks on behalf of the Association. The President can require that checks be counter-signed by the President or another officer appointed by the President. The Treasurer will be responsible for the collection of any dues at appropriate times, and for informing the Secretary to notify members when dues are payable to the Association. All funds raised on behalf of the Association will be placed by the Treasurer in a federally insured bank of the Board’s choice. The Treasurer will report on the financial status of the Association from time to time as required by the Board.

ARTICLE XI: COMMITTEES

Section 1. Standing Committees:

The Board of Directors may designate standing committees if a majority of its members consent to operate on behalf of the Association until dissolved by the Board.  (i.e Eye-Watch Committee)

Section 2. Ad Hoc Committees:

Ad Hoc Committees consisting of two or more persons may be appointed by the Board or President to address specific problems and shall dissolve when concerns/problems have been addressed.

Section 3. Chairpersons:

The President of the Association may appoint persons to chair committees.

ARTICLE XII. Block Captains

a.   Place a sign in your to remind residents of neighborhood events such as monthly meetings, and National Night Out

b.   Distribute flyers or newsletters to residents in your neighborhood to let them know about neighborhood events

c.   Attend monthly meetings and encourage neighbors to attend

d.   Report neighborhood concerns

  1. Monitor street lights (for outage)in the neighborhood

f.    Help think of ways to resolve neighborhood concerns

ARTICLE XIII. BYLAWS:

All amendments to these bylaws must be proposed in writing and submitted to members for a reading at a general meeting before voting on their adoption may proceed at a later general meeting. Notice of a proposal to amend the bylaws, specifying the date, time and place for consideration, must be provided to all members a minimum of seven (7) days before voting. Adoption of and amendments to these bylaws shall require a two-thirds (2/3) vote by the members present at a general meeting.

 

ARTICLE XIV. 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, legal citizenship, national origin, income, or political affiliation in any of its policies recommendations or actions.


 

ESNA Board of Directors Ethics Policy

We, as staff and board members, dedicate ourselves to carrying out the mission of the Edgemere/Sackville Neighborhood Assocation. We will:

1.   Recognize that the chief function of ESNA at all times is to serve the best interests of our constituency.

2.    Accept as a personal duty the responsibility to keep up to date on emerging issues and to conduct ourselves with professional competence, fairness, impartiality, efficiency, and effectiveness.

3.   Respect the structure and responsibilities of the board of directors, provide them with facts and advice as a basis for their making policy decisions, and uphold and implement policies adopted by the board of directors.

4.    Keep the community informed about issues affecting it.

5.    Conduct our organizational and operational duties with positive leadership exemplified by open communication, creativity, dedication, and compassion.

6.    Exercise whatever discretionary authority we have under the law to carry out the mission of the organization.

7.    Serve in a courteous, respectful and responsive manner at all times during the performance of official duties.

8.   Demonstrate the highest standards of personal integrity, truthfulness, honesty, and fortitude in all our activities in order to inspire confidence and trust in our activities.

9.    Avoid any interest or activity that is in conflict with the conduct of our official duties.

10.  Respect and protect privileged information to which we have access in the course of our official duties.

11.  Strive for personal and professional excellence and encourage the professional developments of others.