RTH OF PANHANDLE NEIGHBORHOOD ASSOCIATION BYLAWS

Article I - Name

The name of this Association shall be the North of Panhandle Neighborhood Association, NOPNA.

Article II - Purpose 

The purpose of this Association shall be to establish neighborhood unity; maintain multi-ethnic, multi-cultural diversity; foster a sense of neighborhood pride; promote a safe and clean neighborhood; and improve the quality of life for all residents of the neighborhood. This organization is organized exclusively for charitable purposes within the meaning of section 501(c)(3) of the Internal Revenue Code. Notwithstanding any other provision of these articles, the association shall not carry on any other activities not permitted to be carried on (a) by an association exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law) or (b) by an association contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law).

Article III - Boundaries

The boundaries of this Association shall be Fell Street on the south; Turk Street on the north; Divisadero Boulevard on the east; and Masonic Avenue on the West. These boundaries are defined to aid in the scope of some Association activities but shall not limit where and how the association conducts its business.

Article IV - Membership

Section 1 - Eligibility 

Membership in the Association shall be open to all persons over the age of eighteen (18).

Section 2 - Rights

Members in good standing for at least one (1) month shall be eligible to hold or run for office. Only members of at least one (1) month’s standing shall be eligible to vote on issues before the Association, including election of officers. There shall be one class of members only and each member shall have equal voting and other rights such as holding office, and committee membership.

Section 3 - Dues

Dues for a member of the Association for an entire year shall be agreed upon by the General Membership upon recommendation from the Board of Directors.

Section 4 - Good Standing

A member in good standing is an eligible person who registers annually with the Association as a member.

Article V - Officers 

Section 1

The Officers of the Association shall be a President, Vice President, Recording Secretary, Corresponding Secretary and Treasurer.

Section 2 - Term of Office

 The term of office shall be (1) year and limited to three (3) consecutive terms except the Recording Secretary, Corresponding Secretary, and Treasurer. The first term in 1991 shall be considered as a full term regardless of the date of actually assuming office. Officers shall be elected at the November meeting of the Association and assume their duties in January.

Section 3 - Duties

The President shall preside at all meetings of the Association and the Board of Directors and perform all duties of that office. The Vice President shall perform the duties of the President when the President is absent or unable to act and such other duties as the President shall designate. The Recording Secretary shall take minutes of Association General Meetings and Board of Directors’ Meetings and shall keep a file of all of the proceedings and records of the organization. The Corresponding Secretary shall have charge of all correspondence and shall send written notices of Association and Board of Directors meetings. The Treasurer shall have charge of the funds of the Association, making expenditures upon the direction of the Board of Directors and shall keep regular books of account and vouchers for all transactions of money. The Treasurer shall make report at all Board of Directors’ meetings, as necessary, and annual reports of all receipts and disbursements. ###Section 4 - Removal from Office and Vacancies### See Article VI. ## Article VI - Board of Directors ## ###Section 1 - Power and Duties### The Board of Directors shall have full charge of the business and property of the Association with the power and authority to act in the name of the Association in all matters, subject to the provisions and intent of these By-Laws and the instruction of the General Membership. ###Section 2 - Members### The Board of Directors shall consist of the officers of the Association and a minimum of six (6) to a maximum of twelve (12) Members-at-Large. The Chairpersons of the Standing Committees shall attend the Board of Directors’ Meetings. ###Section 3 - Terms of Membership### Officers and Members-at-Large of the Association shall serve on the Board of Directors for the period of their election. No person shall serve more than three (3) full consecutive terms on the Board of Directors in the same capacity, except the Recording Secretary, Corresponding Secretary, and the Treasurer, who may serve for longer periods. ###Section 4 - Vacancies### The Board of Directors shall elect persons to fill any vacant elective position other than the President’s, which shall be filled by the Vice President. Such persons shall serve out the term of office. ###Section 5 - Removal from Office### The Recording Secretary shall report Board, General and Special Meeting absences to the regular General Meetings as part of the reading of the minutes. A two-thirds (2/3) vote of the Association members present and voting at the General Meeting can vacate any Board position whose incumbent is recorded as having missed more than five (5) meetings per twelve month period for whatever reason. Also, any violation of these ByLaws shall also be grounds for removal from office. ###Section 6 - Quorum and Meetings### See Article VIII ###Section 7 – Code of Conduct### Each member of the Board of Directors shall abide by the NOPNA NOPNA [Code of Ethics and Conduct](http://wp.nopna.org/wp-content/uploads/2010/01/Code_of_ethics_conduct.pdf) ## Article VII - Members-at-Large ## ###Section 1### There shall be a minimum of six (6) to a maximum of twelve (12) Members-at-Large on the Board of Directors. Members-at-Large shall be elected at the November meeting of the Association and shall assume their duties in January. The term of office shall be two (2) years, and Members-at-Large may not serve more than two (2) full successive terms in the same office. The first term in 1991 shall be considered to be a full term regardless of the date of actually assuming office. ###Section 2### Some Members-at-Large shall be elected in even numbered years and Some shall be elected in odd-numbered years. ###Section 3### Members-at-Large shall endeavor to be alert to developments in the broader community as they affect this neighborhood and shall perform such general and special duties for the Board and may be assigned from time to time by the President at the direction of the Board. ###Section 4 - Removal from Office and Vacancies### See Article VI. ## Article VIII - Elections ## ###Section 1 - Standing Committees### Standing Committees shall be created by the Board of Directors and may be discharged of dissolved only by that Board. These committees shall be established within thirty (30) days following the January meeting. Minutes shall be taken for each meeting and turned in to the Association Recording Secretary for permanent record. The President shall be an ex-officio member of each Standing Committee. The Chairperson of each Committee shall be appointed by the President annually, who may be approved by simple majority the of the Board of Directors. These Committee Chairpersons shall select their committee members who may be approved by the Board of Directors. ###Section 2 - Members### Committee members must be members of the Association. All committees shall have no fewer than five (5) members. ###Section 3 - Special Committees### Special Committees may be created by the President as the need arises. ## Article X - Meetings ## ###Section 1 - Board of Directors### Regular meetings of the Board of Directors shall be held monthly during the first week following the General Meetings, unless otherwise decided by the Board of Directors or the Association membership. Seven (7) members of the Board shall constitute a quorum for the President upon ten (10) days written notification, and shall be called by the President upon written request by three (3) members of the Board. ###Section 2 - General Meetings### General meetings of the Association shall be held regularly with a minimum of four (4) meetings per year with the dates to be determined by the Association or the Board of Directors. Fifteen (15) members of the Association shall constitute a quorum for the transaction of business. Special meetings may be called by the President upon ten (10) days notification; and shall be called by the President upon the written request of ten (10) members of the Association. ## Article XI - Amendments ## The following procedure shall be used for amending the By-Laws: ###Section 1### Any member may submit to the President a written proposal to amend these By-Laws. The Proposal must contain the specific language for the proposed amendment. ###Section 2### The President shall distribute proposed amendment to members of the Association within sixty (60) days of receipt of said amendment. Distribution shall take place at least thirty (30) days prior to the General Meeting at which the amendment is to be considered. ###Section 3### These By-Laws may be amended at any General Meeting or Special General Meeting by a two-thirds (2/3) vote of members present and voting; provided a quorum is present, and written notice of such amendment has been circulated to the members at least thirty (30) days in advance of the meeting. ## Article XII - Rules ## Robert’s Rules of Order, latest edition, shall govern the conduct of the meetings except when Robert’s Rules conflict with these By-Laws. Upon the dissolution of this Association, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future tax code), or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed by the Court of Common Pleas of the County in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. ## Article XIII - Standard Operating Procedures ## The Association shall also keep and maintain a set of Standard Operating Procedures (SOPs) that will govern activities within the Association that are not explicitly spelled out in these ByLaws. These SOPs require a two-thirds (2/3) board approval to create and amend and shall be made available to members for inspection. If any SOP conflicts with these ByLaws, the ByLaws shall prevail. ## Change History ## ###Adopted:### 31 January 1991 ###Amended:### 2 December 1995 26 February 1996

26 August 1996

21 September 2000

20 November 2008

## Additional Documents ##

NOPNA Code of Ethics and Conduct is [here](http://wp.nopna.org/wp-content/uploads/2010/01/Code_of_ethics_conduct.pdf)