Revised and Approved 3/3/15

 

KENILWORTH RESIDENTS’ ASSOCIATION

 

ARTICLES OF INCORPORATION

& BYLAWS

​

Table of Contents

                                                                                                           

Articles of Incorporation………………….………………………………………………………………….. page 4

Bylaws ……………………………………………………………………………………………………………….   page 5

            Article I -  Location…………………………………………………………………………………… page 5

Article II - Purposes …………………………………………………………………………………. page 5

Article III – KRA Board of Directors………………………………………………..............            page 5

Section A – Description…………………………………………………………………  page 5

Section B – Qualifications…….………………………………………………………. page 5

Section C – Powers……………………………..………………………………………..  page 5

Section D – Designations of Officers ……………………………………………. page 5

Section E -  Duties………………………………………………………………………… page 6

Section F – Election and Terms of Office ……………………………………..  page 6

Section G – Removal & Resignation …………………………………………….. page 6

Section H – Vacancies …………………………………………………………………. page 7

Section I –   Specific Duties of Board of Directors.……………………….   page 7

Article IV – Committees…………………………………………………………………………..  page 9

Article V – Meetings…………………………………………………………………………………. page 9

            Section A – Place………………………………………………………………………….. page 9

            Section B – Regular Meetings………………………………………………………. page 9

            Section C – Special Meetings………………………………………………………..  page 9

            Section D – Notice of Meetings…………………………………………………….  page 9

            Section E – Conduct of Meetings………………………………………………….. page 10

Article VI – Quorum & Voting Requirements……………………………………………. page 10

            Section A -  Quorum……………………………………………………………………..  page10

            Section B -  Simple Majority …………………………………………………………  page 10

            Section C -  Act of the Members…………………………………………………..  page 10

            Section D -  Alternative Voting …………………………………………………….. page 10

Article VII – Members………………………………………………………………………………. page 11

            Section A – Determination of Rights…………………………………………….. page 11

            Section B – Dues…………………………………………………………………………… page 11

            Section C – Number of Members………………………………………………….. page 11

            Section D – Membership Book……………………………………………………… page 11

            Section E – Non Liability of Members…………………………………………… page 11

            Section F – Non Transferability of Membership……………………………. Page 11

            Section G – Termination of Membership………………………………………. Page 11

Article VIII – Execution of Instruments, Deposits & Funds…………………………  Page 12

            Section A – Execution of Instruments……………………………………………. Page 12

            Section B – Checks & Notes………………………………………………………….. page 12

            Section C – Deposits……………………………………………………………………… page 12

            Section D – Gifts……………………………………………………………………………  page 12

            Section E – Expenditures………………………………………………………………. page 12

Article IX – Corporate Records, Reports & Seal………………………………………….            Page 12

            Section A – Maintenance of Corporate Records……………………………  page 12

            Section B - Logo……………………………………………………………………………. Page 12

            Table of Contents continued

 

 

Section C – Members’ Inspection Rights……………………………………….  page 12

Section D – Annual Report……………………………………………………………. page 13

Section E – Operating Policies ……………………………………………………… page 13

Article X – Amendment of Bylaws…………………………………………………………     page 13

Article XI – Construction and Terms…………………………………………………………  page 13

Adoption of Bylaws…………………………………………………………………………………    page 14

Glossary……………………………………………………………………………………………………. page 15

Map ………………………………………………………………………………………………………….page 16

 

Articles of Incorporation

The Kenilworth Residents’ Association of Asheville, NC

We, the undersigned natural persons of the age of twenty-one years or more, acting as incorporators for the purpose of creating a non-profit corporation under the laws of the State of North Carolina, as contained in Chapter 55a of the General Statutes of North Carolina, entitled “Non-Profit Corporation Act,” and the several amendments thereto, do hereby set forth:

1. The name of the corporation is The Kenilworth Residents’ Association (or KRA).

2.   The period of duration of the corporation shall be perpetual.

3.   The purposes for which the corporation is organized are:

SECTION 1. To enhance the quality of life and promote a strong sense of community in the Asheville area known as the Kenilworth neighborhood,

SECTION 2. To promote public safety in Kenilworth through the education of the residents, the analysis of unsafe conditions and notification of the proper agency or party to request such changes as may be necessary,

SECTION 3. To support the beautification of the area and to support the development and operation of public recreation in the area, to encourage the preservation and planting of trees and shrubs and flowers in the neighborhood, to encourage the proper disposal of trash and litter in the area,

SECTION 4. To study and draft plans acceptable to the neighborhood to be used in charting the future development of land in the area and to recommend to local government these plans for further development,

SECTION 5. To promote harmonious human relationships within the community through meetings and activities that bring residents together in a spirit of fellowship and to identify sources of tension within the community and to work to reduce them,

SECTION 6. To promote community service projects among the residents,

SECTION 7.  To work to preserve the historic landmarks of the area and to set down the history of the area,

SECTION 8. To celebrate and promote creativity and arts in the neighborhood, and

SECTION 9. To provide a means for Kenilworth residents to share information.

4.   The corporation is to have the following class or classes of members:

All adults residing in the Kenilworth area shall be eligible for membership according to Article 7 of the Association’s Bylaws.

5.   Officers of the corporation shall be elected in accordance with the Bylaws to follow.

    The address of the initial registered office of the corporation is as follows:

               Address:  P.O. Box 7514, Asheville, NC, 28802 County: Buncombe

The name of the initial registered agent of the corporation is Patsy Brison.

BYLAWS OF

THE KENILWORTH RESIDENTS’ ASSOCIATION

 

ARTICLE I. LOCATION.  The principal location of the association is in the City of Asheville, Buncombe County, and State of North Carolina.  Page 16 of this document displays the Neighborhood Map including boundaries and identified Sections.  This map visually illustrates the area generally understood to be the Kenilworth neighborhood at this time.

               SECTION A. CHANGE OF ADDRESS.   The Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws.                                   P. O. Box 7514, Asheville, NC  28802

ARTICLE II. PURPOSES and OBJECTIVES.  The specific purpose of the Kenilworth Residents‘ Association, hereinafter known as KRA, shall be as indicated in the Articles of Incorporation, page 4 of this document.

ARTICLE III. KRA Board of Directors

               SECTION A.              DESCRIPTION.  The Association shall be represented by an Executive Board, which meets on a monthly basis and is comprised of no less than six (6) Officers plus Directors At Large.  Directors At Large may be elected as needed.  Both Officers and Directors At Large shall be referred to as Directors.

In addition the Association shall be represented by a Full Board which meets on a quarterly

basis.  The Full Board is comprised of the Executive Board as noted above plus (6)

Section Representatives, as defined in Article 1, LOCATION. 

               SECTION B. QUALIFICATIONS.   Directors shall be the age of majority in this state. Each shall be a resident of the Kenilworth neighborhood, and a KRA member in good standing (including, but not limited to, having paid their annual dues).  There shall be no more than one active board member p/household.  In the absence of candidates, the Executive Board may vote to waive this requirement.

               SECTION C. POWERS.   Subject to the provisions of the laws of this state and any limitations in these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this organization, the activities and affairs of this organization shall be conducted and all corporate powers shall be exercised by or under the direction of the Executive Board.

               Decisions on activities or affairs brought before the KRA Board by Members are generally rendered by majority vote, one vote per Director. Consensus decision-making may be used, too.

SECTION D.  DESIGNATION OF OFFICERS.   The Directors of the Organization, acting as the Executive Board and legislative body shall be President, Vice President, Secretary, Treasurer, Representative to the Coalition of Asheville Neighborhoods, and the Webmaster. In addition, KRA may have a Second Vice President, Assistant Secretary, Assistant Treasurers, and Directors At Large. The Directors may determine other officers with such titles as the occasion demands, and present their resolution to that effect to the Executive Board, as defined in Article 3,  Section A. 

SECTION E.  DUTIES    It shall be the Duty of the Directors to:

·         Perform any and all duties imposed on them collectively or individually by law, or by these Bylaws;

·         Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all agents or employees of the Association;

·         Meet at such times and places as required by these Bylaws; and,

·         Register their addresses with the Secretary of the KRA, and notices of meetings mailed or emailed to them at such addresses shall be valid notices thereof.

·         TERMS OF OFFICE.  Each Director may hold a specific office for up to three consecutive terms, each term lasting one year.  After serving three consecutive terms, Officers may continue to serve on the board in a different office.

·         COMPENSATION.  Directors shall serve without compensation. However, they shall be allowed reasonable advancement or reimbursement for out-of-pocket expenses incurred in the performance of their duties or in return for services actually rendered to or for the Organization, as approved by the Membership or Officers.

·         INDEMNIFICATION BY ORGANIZATION OF DIRECTORS.  Directors shall be indemnified by the Association to the fullest extent permissible under the laws of this state.

 

               SECTION F.   ELECTION AND TERMS OF EXECUTIVE BOARD OF DIRECTORS.    

·         Directors shall be elected by a general vote at the Annual General Membership Meeting. Should one or more persons seek the same office; the person securing a majority of the votes cast by Members shall be deemed selected for the position. This General Membership Meeting shall take place at a convenient time in January each year. Each Director shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. The term is one (1) year. No Director shall serve more than three (3) consecutive terms in one position. Upon serving three (3) consecutive terms in one position, a person may not be considered for re-election to that position until no less than one (1) year has elapsed.  In the absence of candidates, the Executive Board will be granted the power to extend executive terms or waive the one (1) year gap between terms.  The names of persons nominated for Directors shall be posted 30 days ahead of the Annual General Membership Meeting. The website shall be www.kenilworthresidents.org.

·         Section Representatives will be selected for nomination at their respective Annual Section Meeting held in September and subsequently sworn in as Full Board members at the Annual General Membership meeting in January.

               SECTION G. REMOVAL & RESIGNATION.  The Membership may remove any Director or Section Representative either with or without cause, at any time. Any Director or Section Representative may resign at any time by giving written notice to the President or Secretary. Any such resignation shall take effect at the date of receipt of such notice, or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract that has been approved or ratified by either the Directors or the Membership. 

               SECTION H. VACANCIES.    Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any Director or Section Representative shall be filled by the Directors until the next Annual General Membership Meeting, if deemed necessary, or by a special Meeting of the General Membership.

               SECTION I.   SPECIFIC DUTIES OF THE EXECUTIVE AND FULL BOARD

·         DUTIES OF PRESIDENT. 

o   The President shall supervise and control the affairs of the association, subject to the policies approved by the Membership. He or she shall perform all duties incident to this or her office and such other duties as may be required. Unless another person is specifically appointed to preside over the meetings, the President shall preside at all meetings, including meetings of the Members.   

o   The President and Treasurer shall prepare the Annual KRA Budget, and present the budget to the Full Board for consideration and adoption no later than the 2nd Full Board meeting of the fiscal year.

o   The President in the name of the Association may execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Membership.

·         DUTIES OF VICE PRESIDENT.   In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, or these Bylaws, or as may be prescribed by Directors or Membership.

·         DUTIES OF THE SECRETARY.   The Secretary shall:

o   Certify and keep the original, or a copy, of these Bylaws up to date, amended or otherwise altered. Keep a collection of minutes of all meetings of the Directors, and, if applicable, meetings of committees and of Members’ meetings, recording therein the time and place of holding, whether regular or special, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

o   See that all Directors or Membership notices are duly given in accordance with the provisions of these Bylaws, or as required by law, including to provide the KRA Webmaster copies of the minutes to be posted on the KRA website, along with meeting notices. Be custodian of the records of the Association and affix the logo, as authorized by provisions of these Bylaws, to duly executed documents of the Association.

o   Exhibit at all reasonable times to any Member or Director, or to his or her agent or attorney, on request therefore, the Bylaws, the membership record, and the minutes of the proceedings of the Directors of the Association. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, or by these ByLaws, or which may be assigned to him or her from time to time by the Directors or Members.

·         DUTIES OF THE TREASURER. 

o   The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Association, and deposit all such funds in the name of the KRA in such banks, trust companies, or other depositories as shall be selected by the Officers.

o   Receive, and give receipt for, monies due and payable to the Association from any source whatsoever. Disbursements of funds from the Organization, as may be directed by the Directors, require submittal of proper documentation (invoices or receipts) in support of such disbursements.

o   Keep and maintain adequate and correct accounts of the business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

o   Exhibit at all reasonable times the books of account and financial records to any Member or Director, or to his or her agent or attorney, on request. Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Association.  Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

o   Keep a membership record  that will contain the name and address of each and all members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership record  together with the date on which such membership ceased.

o   Finally, in general, perform all duties incident to the office or Treasurer and such other duties as may be required by law, or by these Bylaws, or which may be assigned to him or her from time to time by the Members or Directors.

o   File IRS Form 990-N by the annual May 15th deadline.  NOTE:  failure to meet this requirement can result in jeopardizing the Organization’s non-profit 501(c ) 3 status.

·         DUTIES OF C.A.N. REPRESENTATIVE.  The KRA representative to the Coalition of Asheville Neighborhoods (C.A.N.) shall attend all C.A.N. meetings, and to report regularly to the Directors and Membership, both with C.A.N. minutes and verbally on all matters brought before that organization pertaining to the Kenilworth neighborhood.  If the C.A.N. representative is unable to attend a scheduled C.A.N. meeting, every effort will be made to find a designated alternate board member to attend and represent Kenilworth.

·         DUTIES OF WEBMASTER.  Any items requiring a vote by the General Membership shall be posted to the website in a timely manner before the scheduled meeting.  All nominations for the Full Board shall be posted 30 days ahead of the Annual General Membership Meeting. The website shall be www.kenilworthresidents.org .

·         DUTIES OF SECTION REPRESENTATIVES (Reps):

o   Partner with other KRA section reps and the Board to best represent and further the goals and purposes of KRA

o   Attend quarterly Full Board of Directors’ Meetings as defined by the President.  

o   Coordinate respective section meeting in September and facilitate the election of the next year’s representative and designated alternate. 

o   Following the section meetings, prepare a report for the Executive Board.

ARTICLE IV.   COMMITTEES

               SECTION A. NOMINATING COMMITTEE.              The President shall appoint a nominating committee consisting of a minimum of four members; three board members and one KRA “member in good standing”.  After consulting and obtaining permission from potential candidates, this committee shall present a slate of nominations for the Executive Board for the following year’s term.  This slate will be voted on at the Annual General Membership Meeting.  Section Representatives’ names are placed in nomination at respective section meetings.

               SECTION B. OTHER COMMITTEES.   The Association shall have such other committees as may from time to time be designated by resolution of the General Membership or Directors. These committees may consist of persons who are non-Board members and shall act in an advisory capacity to the General Membership or Board of Directors. 

               SECTION C. QUORUM FOR COMMITTEE ACTIONS.  For each committee, a quorum shall consist of a simple majority of the current membership of that committee.

               SECTION D.  MEEETING DOCUMENTATION.   Committees shall keep minutes of all committee meetings, indicating the date, time and place of such meetings, attendees, and a general description of discussions and any actions taken by vote or consensus process.  Such minutes shall be made available to the Executive Board upon request and are to be forwarded or presented to the Secretary no later than the next scheduled board meeting.

ARTICLE V.  MEETINGS

               SECTION A. PLACE OF MEETINGS.   Meetings may be held at any location that is agreeable to the participants.

               SECTION B. REGULAR MEETINGS.   Regular meetings of the Executive Board shall be held monthly on a day and at a time to be established by the Executive Board, unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on a date to be agreed upon by the participants at the meeting prior to the one requiring rescheduling. The Executive Board shall meet on a day and hour, and at a place to be decided in its organizational meeting.

 

               The Full Board shall meet at least quarterly on a day and hour, and at a place to be decided by the Full Board. Members are welcome at all meetings.

               A meeting in January shall be the Annual General Membership Meeting. At this meeting the membership will review, discuss, and vote up or down policies presented by the Directors. Elections will be held. All Directors will be elected at this meeting, and the Membership shall take up other business that comes before the Kenilworth Residents’ Association.

               SECTION C. SPECIAL MEETINGS.   Special meetings of the Executive Board, Full Board or Members may be called by the President, the Vice-President, the Secretary, or, if different, by the persons specifically authorized under the laws of this state to call meetings of the Membership.  Such meetings may be held at the place designated by the person or persons calling the special meeting.

               SECTION D. NOTICE OF MEETINGS.   Unless otherwise provided by the Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings:

·         Special Meetings. To hold a Special Meeting of the Membership the President shall give at least one week’s prior notice to the Membership, either by U.S. Postal Service, by email, or by the KRA Website, www.kenilworthresidents.org.

·         Annual Meeting. The Organization’s annual meeting is held in January each year, at which annual reports are presented and Board members are elected for the next fiscal year. Notice shall be given in the manner defined for special meetings.

 

SECTION E.  CONDUCT OF MEETINGS.  

·         Meetings of the Executive Board, the Full Board, and/or Membership meeting shall be presided over by the President, or, in her or his absence, by the Vice President.

·         Meetings shall be governed by Roberts Rule of Order, Newly Revised, insofar as such rules are not inconsistent with or in conflict with these By-Laws, or with provisions of law.  Again, it is noted that decisions may also be reached by consensus.

ARTICLE VI.  QUORUM AND VOTING REQUIREMENTS. 

SECTION A.  QUORUM.  Requirements for quorum of the Executive Board (Officers and Directors At Large) shall consist of two-thirds (2/3) of the Executive Board members.  Except as otherwise provided under these By-Laws, or provisions of law, no business shall be conducted by board members at which the required quorum is not present, and the only motion which the President shall entertain at such meeting is a motion to adjourn.

 

Requirements for quorum of the Full Board (Executive Board plus Section Representatives) shall consist of two-thirds (2/3) of the Executive Board PLUS two-thirds (2/3) of the Section Representatives.  Both a quorum of the Executive Board AND a quorum of the Section Representatives must be met in order for the Full Board to conduct business. 

 

The Executive Board, after quorum is met, may conduct business even if quorum is not met for the Section Representatives; but the Section Representatives may not conduct official business if quorum is not met with the Executive Board.

 

No quorum shall be necessary for a General Membership meeting. 

 

SECTION B.  SIMPLE MAJORITY. Every act or decision done or made by a simple majority of the Executive Board, or the Full Board, present at a regular meeting duly held at which a quorum is present is considered to be an act of the respective board.

SECTION C.  ACT OF THE MEMBERS. Every act or decision done or made by a simple majority of the General Membership present at a special or general membership meeting is to be considered an act of the Members, unless the By-Laws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Executive Board, Full Board, or the Membership.

SECTION D.  ALTERNATIVE VOTING. Except as otherwise provided under these By-Laws, or provisions of law, any action which may be taken at any regular or special meeting of the Executive Board, or the Full Board, may be taken without a meeting if the Executive Board distributes a written ballot or email ballot to each board member entitled to vote on the matter.  The ballot shall be dated and include the proposed action, specification of approval or disapproval and deadline for response.  The voting results shall be recorded in next meetings minutes.

 

ARTICLE VII.   MEMBERS

               SECTION A.  DETERMINATION AND RIGHTS OF MEMBERS.  Those individuals residing in a household located within the neighborhood boundaries as depicted on the map (page 16) are Members.   Individuals whose dues are currently paid are considered “Members in good standing” and shall enjoy all rights and privileges of Membership in KRA, including being eligible to vote on affairs and activities put before them by the Board, or to bring issues of concern to the Directors, including resolutions for consideration by the General Membership.

               SECTION B. DUES.  Membership dues for all forms of membership shall be established by the Full Board from time to time, and shall be due and payable annually. The KRA fiscal year begins January 1 of each year and ends December 31 of each year.  The KRA membership year is defined to run from Sept. of the current year through August of the following year.  Annual dues shall be announced prior to Sept. 1 of each year.

               SECTION C. NUMBER OF MEMBERS.  There is no limit on the number of Members of the Organization.

               SECTION D. MEMBERSHIP RECORD.   The Organization shall keep a record containing the name, address, telephone number and email address of each Member, and showing dues paid. This information shall be kept by the Treasurer and is not to be used for any commercial purpose, nor co-mingled with any other non-KRA email list group. Email addresses and phone numbers shall remain strictly confidential and shall be used only for official KRA communications with the Membership.

               SECTION E. NONLIABILITY OF MEMBERS.   A member of KRA is not, as such, personally liable for the debts, liabilities, or obligations of the Association.

               SECTION F.   NON-TRANSFERABILITY OF MEMBERSHIPS.   Membership rights are not transferrable.  All rights of Membership cease upon the Member’s failure to maintain dues, or by selling their Kenilworth property.

               SECTION G. TERMINATION OF MEMBERSHIP.   Membership in KRA shall terminate upon the occurrence of any of the following events:       

·         Upon his or her notice of such termination delivered to the President or Secretary of the KRA personally or by mail, such Membership to terminate upon delivery of the notice or date of deposit in the mail.

·         Members, upon a failure to renew his or her membership by paying dues on or before their due date, shall forfeit the right to vote on matters brought to the Membership by the Directors. Termination is to be effective 30 days after a written note of delinquency is given personally or mailed to such Member by the KRA Secretary. A Member may avoid such termination by paying the amount of delinquent dues within a 30-day period following the Member’s receipt of the written notification of delinquency.

·         After providing the Member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the Directors that the Member has engaged in conduct materially and seriously prejudicial to the interests and purposes of the Association.  Any person expelled from the Organization shall receive a refund of dues already paid for the current dues period.

ARTICLE VIII.   EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

               SECTION A. EXECUTION OF THE INSTRUMENTS.   The Executive Board, except as otherwise provided in these Bylaws, may by resolution authorize any Director or agent of the Association  to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association.  Such authority may be general or confined to specific instances. Unless so authorized no Director, agent, or employee shall have any power or authority to bind the KRA by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose in any amount.

               SECTION B. CHECKS AND NOTES.    Except as otherwise specifically determined by resolution of the Executive Board or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Association  shall be signed by the Treasurer or President or Secretary.

               SECTION C. DEPOSITS.  All funds of the Kenilworth Residents Association shall be deposited in a timely manner in such banks, trust companies, or other depositories as the Executive Board may select.

               SECTION D. GIFTS.   The Executive Board may accept on behalf of the Association any contribution, gift, or bequest if said gift be consistent with the purposes as stated in the Articles of Incorporation. 

SECTION E.  EXPENDITURES.   Expenditures or anticipated ongoing expenses that exceed a specified dollar amount as indicated in the KRA Operating Policies must be approved by the Full Board.

 

ARTICLE IX.  CORPORATE RECORDS, REPORTS AND SEAL

               SECTION A. MAINTENANCE OF CORPORATE RECORDS.             The Executive Board of the Association shall keep the following records as noted for each item:

·         President: With reasonable advance notice, a copy of the Organization’s Bylaws, minutes, or financial records as amended to date, shall be open to inspection by the Members.

·         Secretary: Minutes of all meetings of the Executive Board and Full Board, committees, and of all meetings of Members, indicating the time and place of holding such meetings, whether regular or special, and the names of those presents and the proceedings thereof.

·         Treasurer:  Adequate and correct books and records of account including membership records, accounts of the properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.

               SECTION B.              LOGO.   The Full Board may adopt, use, and at will, alter, a logo that serves as official seal of the Organization. The logo shall be kept either by the President, Secretary, or Treasurer. Failure to affix the logo to official documents, however, shall not necessarily affect the validity of any document.  See attached image of logo.

               SECTION C. MEMBERS’ INSPECTION RIGHTS.   Individuals shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a Member.

·         To inspect the record of all Members’ names, addresses, at reasonable times, upon written request of the Secretary, and state the purpose for which the inspection rights are requested. Email addresses and phone numbers shall remain strictly confidential.

·         To obtain from the Treasurer by written demand on, and payment of a reasonable charge to, the Treasurer, a list of the names, addresses and voting rights of those Members entitled to vote for the election of Directors. The request shall state the purpose for which the list is required. The membership list shall be made available within a reasonable time.

·         To inspect at any reasonable time the books, records, or minutes of proceedings of the Annual General Membership Meeting, or of the Executive Board, or the Full Board, or committees, upon written request of the Secretary by the Member for a purpose reasonably related to such person’s interests as a Member.

               SECTION D. ANNUAL REPORT.   The Executive Board shall cause annual or periodic reports as required under law by the State of North Carolina and the U.S. Internal Revenue Service to be prepared and delivered to appropriate offices within the time limits set by law.  These reports are open to review by Members of the KRA. 

SECTION E.  OPERATING POLICIES.  Operating Policies will be established and reflected in a

separate document that will be reviewed annually by a three person committee appointed by

the President.  All changes are approved by the Executive Board.  Policies will include items

such as: establishing the annual membership dues, developing conflict of interest policies,

establishing the method for calculating quorum, developing a disclaimer for KRA public

documents, establishing authorization guidelines for large expenditures plus any other useful

operational guidelines the Executive Board deems appropriate.

ARTICLE X.  AMENDMENT OF BYLAWS.   Subject to any provisions of law, these Bylaws may be altered, amended, or repealed, and new Bylaws adopted by a simple majority vote of the Executive Board.  In cases of emergency or other circumstances deemed appropriate, a vote may be taken via email.

ARTICLE XI.  CONSTRUCTION AND TERMS.             Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

 

 

 

 

 

 

 

 

 

 

 

 

 

ADOPTION OF BY-LAWS

               We, the undersigned, all of the Officers of this Association, consent to, and hereby do adopt the foregoing Bylaws, consisting of this and the 13 preceding pages, as the Bylaws of the Kenilworth Residents’ Association.

               President ___________________________                                   Date __________

               Vice President _______________________                                   Date __________

               Secretary ___________________________                                   Date __________

               Treasurer ___________________________                                  Date __________

               Coalition of Asheville Neighborhoods Representative:

               ___________________________________                                   Date __________

               Webmaster _________________________                                   Date ___________

               Carolyn Tingle, John Chiles, and Frank T. Adams met to review the By-Laws. We added the original Articles of Incorporation to this document, and made changes to the more arcane legal language, as well as constituting the elected officers as an officially chosen board of directors. November, 2005.

                    As per revisions made at the May, 2006 and the March, 2007 Executive Board meetings. Secretary Miller Graves altered document of November, 2005 to its current state.

                    As per revisions made at Jan. 2012 Executive Board meeting.   Articles of Incorporation and By-Law documents were reviewed & revised after work sessions were conducted including:  Katie Adams, Mary Evers, Valerie Hoh, Clay Jensen, Teddy Jordan, Terry Meek, Allen Smith and Mike Stevenson.

KRA By-Law and Operating Policies documents were reviewed by a ByLaw review team consisting of members: Teddy Jordan (chair), Laura Marlow, Roberta Newman and George Hunker.   Recommended changes were presented and adopted at the 03/03/2015 KRA Executive Board meeting.  The document above reflects those adopted changes.

GLOSSARY

 

·         ANNUAL DUES – see Operating Policies document

·         C.A.N. – Coalition of Asheville Neighborhoods

·         DIRECTORS – Officers and Directors At Large, aka Executive Board

·         EXECUTIVE BOARD – (6) Officers and Directors At Large.  Meets monthly.

·         FISCAL YEAR – January 1 to December 31.

·         FULL BOARD of DIRECTORS – Executive Board (above) plus (6) Section Representatives.  Meets qtrly.

·         MEMBER – resident of Kenilworth neighborhood.

·         MEMBER IN GOOD STANDING – resident of Kenilworth neighborhood who has paid annual dues.

·         QUORUM – specified quantity of directors required to be present in order to conduct official business.

·         SECTION REPRESENTATIVE – person(s) elected annually in September by respective geographic neighborhood sections.

·         SECTIONS – refer to Kenilworth map on Attachment 1.