DARN Downtown Asheville Residential Neighbors
P.O. Box 983 Asheville, NC 28802
phone: 828 225 2959
BYLAWS OF DARN, DOWNTOWN ASHEVILLE RESIDENTIAL NEIGHBORS
P.O. Box 983, Asheville, NC 28802ARTICLE I - NAME, PURPOSE
Section 1: The name of the organization shall be Downtown Asheville Residential Neighbors (DARN).
Section 2: The objectives and primary purpose of DARN are to serve as the point where residents of the Central Business District connect to each other and the community, and to give strength to their voice in neighborhood issues.
ARTICLE II – MEMBERSHIP, DUES AND FEES, VOICE AND VOTING RIGHTS OF MEMBERSHIP
Section 1: The membership of DARN shall consist of the following:
.1 ANNUAL MEMBERS - Annual Members are members residing in the Central Business District of Asheville, NC, who have, upon registration, been granted membership in DARN and paid the dues established by DARN pursuant to Article II, Section 2.
.2 ASSOCIATE MEMBERS – Associate Members are people who receive general DARN communications but are not paid, voting members. They may or may not reside in the Central Business District of Asheville, NC.
Section 2: Dues and Fees
The Steering Committee shall establish the annual membership dues and any other charges, fees, etc., for Annual Members.
Section 3: Voice and Voting Rights of Membership
All Annual Members shall have voice and one vote each in the Annual Meeting and any General Meeting of DARN. Associate Members of DARN shall have voice but no vote in the Annual Meeting and any General Meeting of DARN.
ARTICLE III - MEETINGS
Section 1: Annual and General Meetings.
The annual meeting of DARN shall be held in September of each year. General meetings of the membership shall be held in accordance with a schedule adopted by the Steering Committee.
Section 2: Special Meetings:
Special meetings may be called by the Chair or by majority vote of the Steering Committee.
Section 3: Quorum
A quorum of DARN shall consist of those members present and voting.
Section 4: Voting
Except as otherwise provided in these Bylaws of the Parliamentary Authority, all motions, orders and other propositions coming before the Membership of DARN shall be determined by a majority vote.
Section 5: Proxy Vote
Voting by proxy in any meeting of DARN shall not be permitted.
Section 6: Mail Vote
Any action which may be taken at any General Meeting of DARN, except removals of elected officials and amendments of these Bylaws, may be taken without a meeting. If an action is taken without a meeting, the Secretary, by electronic mail, shall distribute a written ballot to every member of the DARN entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval, and provide a reasonable time (but in no event less than a period of two (2) weeks) within which to return all by electronic mail to the Secretary. Action by electronic ballot shall be valid only when the number of votes cast in favor of the proposed action within the time period specified constitutes a majority of the votes cast.
Section 7: Order of Business
At all meetings of DARN the following shall be included in the order of business to the extent applicable. The order in which the various subjects are taken up may be varied.
Roll Call
Reading , correction and adoption of minutes of previous meeting
Reports of officers
Reports of committees and coordinators
Presentation and approval of the annual budget
Unfinished (old) business
Elections
New business
Resolutions and orders
Adjournment
Section 8: Notice.
Notice of each meeting shall be given to each voting member, by electronic mail, not less than ten (10) days before the meeting. The notice of a meeting shall contain the time, date and site.
ARTICLE IV – STEERING COMMITTEE
Section 1: Steering Committee Role, Size.
The Steering Committee is responsible for overall policy and direction of DARN, and may delegate responsibility for specific operations to standing and ad-hoc committees. The Steering Committee shall have up to seven (7) and not fewer than five (5) members. Only Annual Members of DARN are eligible to hold a position on the Steering Committee. The Steering Committee receives no compensation other than reasonable expenses.
Section 2: Steering Committee Elections.
Election of new Steering Committee members or election of current Steering Committee members to a second term will occur at the annual meeting of the organization except as noted in Article IV, Section 8.
Section 3: Terms.
All Steering Committee members shall serve two (2) year terms, but are eligible for re-election.
Section 4: Meetings.
The Steering Committee shall meet at least once per month, at an agreed upon time and place.
Section 5: Notice.
An official Steering Committee meeting requires that each Steering Committee member have notice given, by electronic mail or telephonically, three (3) days in advance.
Section 6: Quorum.
A meeting must be attended by at least seventy percent (70%) of the Steering Committee members before business can be transacted or motions made or passed.
Section 7. Officers and Duties.
Within twenty (20) days after election at the Annual Meeting, the Steering Committee shall elect from its members by majority vote the following officers: Chair, Vice Chair, Secretary and Treasurer, and Publicity Chair. Their duties are as follows:
The Chair shall prepare an agenda and convene regularly scheduled Steering Committee meetings and all general membership meetings, and shall preside or arrange for other members of the Steering Committee to preside at each meeting in the following order: Vice-Chair, Secretary and Treasurer.
The Vice-Chair will chair committees on special subjects as designated by the Steering Committee.
The Secretary shall be responsible for keeping records of Steering Committee actions, including overseeing the taking of minutes at all Steering Committee meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Steering Committee member, and assuring that DARN's records are maintained.
The Treasurer shall make a report at each Steering Committee meeting. Treasurer shall assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Steering Committee members and the public.
The Publicity Chair shall be responsible for general publicity for the organization and for editing and distributing a regularly published newsletter to DARN members.
Section 8: Vacancies.
When a vacancy on the Steering Committee exists, the Secretary will solicit nominations from all Annual Members. Ballots will then be distributed to all Annual Members, and an election held in a timely manner according to the provisions of Article III. These vacancies will be filled only to the end of the resigning Steering Committee member's term.
Section 9: Resignation, Termination and Absences.
Resignation from the Steering Committee must be in writing and received by the Secretary. A Steering Committee member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Steering Committee meetings in a year. A Steering Committee member may be removed for other reasons by a three-fourths vote of the remaining Steering Committee members.
Section 10: Special Meetings.
Special meetings of the Steering Committee shall be called upon the request of the Chair or one-third of the Steering Committee. Notices of special meetings shall be sent out by the Secretary to each Steering Committee by electronic mail or telephonically.
ARTICLE V - COMMITTEES
Section 1: The Steering Committee may create committees as needed, such as Beautification, Social, Governmental Liaison, etc.
Section 2: Finance Committee.
The Treasurer is chair of the Finance Committee, which includes two other Steering Committee members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget. The budget and all expenditures within the budget must be approved by majority vote of eligible voters at the Annual Meeting. The fiscal year shall be September to August. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Steering Committee members and the public.
ARTICLE VI - PARLIAMENTARY AUTHORITY Section 1: Robert's Rules
The rules in the then current edition of Robert's Rules of Order Newly Revised shall govern DARN and any of its constituent or component parts, committees, etc., in the conduct of meetings in all cases to which they apply and in which they are not inconsistent with these Bylaws and any special rules of order DARN or its committees, etc., may adopt or as set forth in the next paragraph.
Voice and Vote - Where in these Bylaws an Associate Member is described as having voice but not the right to vote, that Associate Member may participate in debate and ask pertinent questions in the discretion of the presiding officer, but may not make or second motions, orders or other proposals.
ARTICLE VII - ORGANIZATION AND DISSOLUTION
Section 1: Dedication of Assets
The revenues, properties and assets of DARN are irrevocably dedicated to the purposes set forth in Article I, Section 2 of these Bylaws. No part of the net earnings, properties or assets of DARN shall inure to the benefit of any private person or any member, officer or director of DARN.
Section 2: DissolutionDARN may be dissolved only upon a two-thirds majority vote of all the voting members of DARN. Upon dissolution, the net assets of DARN shall not inure to the benefit of any private individual, unincorporated organization or corporation, including any member, officer or director of DARN, but shall be distributed to a corporation or other organization which is exempt under section 501(c)(3) of the IRS Code and to which contributions, bequests and gifts are deductible under sections 170(c)(2), 2055(a)(2) and 2522(a)(2) of the IRS Code and designated by the membership at the time of dissolution, to be used exclusively for educational or charitable purposes. In addition, DARN shall comply with all other terms and conditions for dissolution required under North Carolina law.
ARTICLE VIII - DEFINITIONS, CONVENTIONS AND RULES OF INTERPRETATION
Section 1: Terms Generally
W henever the context may require, any pronoun or official title shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation". The singular shall include the plural and the plural shall include the singular as the context may require. Where the context permits, the term "or" shall be interpreted as though it were "and/or". Captions have been used for convenience only and shall not be used in interpreting the Bylaws.
Section 2: Notice Deemed Given; Writing Deemed Delivered
A. Notice by Mail - Notice given and other writings delivered by first class mail, postage prepaid, and addressed to the last address shown on the records of DARN shall be deemed given or delivered upon the postmark date for all purposes under these Bylaws.
B. Notice by Fax or Email - Notice given and writings delivered by facsimile or electronic mail shall be deemed given or delivered upon oral, telephonic, electronic or written confirmation of recipient for purposes under these Bylaws.
C. Notice by Telephone - Notice given by telephone shall be deemed given only when actually transmitted to the person entitled thereto for all purposes under these Bylaws. (Thus, for example, a message left on an answering machine or similar equipment or with a person other than the intended recipient shall not be notice given prior to the actual receipt by the intended recipient.)
ARTICLE IX – AMENDMENTS
Section 1: Any provision of these Bylaws may be amended at any Annual Meeting by a two-thirds vote of the members present and voting. Proposed amendments must be submitted to the Secretary at least seven (7) days before the Annual Meeting, to be sent by electronic mail to all Annual Members at least five (5) days prior to the Annual Meeting.
These Bylaws were unanimously approved at a meeting of the membership of DARN on September 12, 2006.