Bylaws

East End Neighborhood Association Bylaws

ARTICLE I: NAME

The name of this organization shall be East End Neighborhood Association (EENA).

ARTICLE II: PURPOSE

The purposes for which this association is organized are:

• To consider and act on issues that affect the livability and quality of the neighborhood;
• To provide an open process by which all members may involve themselves in the affairs of the neighborhood;
• To take positions in matters of civic interest, and promote those positions in communications;
• To inform residents of events or plans affecting the neighborhood;
• To encourage the preservation and maintenance of historic sites;
• To foster and stimulate growth of a neighborhood identity, community spirit, civic pride, and unity;
• To establish and maintain open lines of communication with other organizations, such as district coalitions, other neighborhood associations, and city, county, regional, and state government agencies; and
• For such other purposes as are approved by the Board of Directors (Board) or membership.

ARTICLE III: BOUNDARIES

The boundaries of the association shall be defined as:

• The middle of South 10th Street on the west;
• The middle of South 14th Street on the east;
• The alley north of Woodland Street on the north; and
• The alley south of Shelby Street on the south.

ARTICLE IV: MEMBERSHIP

Section 1. Eligibility.

• All residents, and individuals who hold a business license, located within the boundaries as defined by these bylaws are eligible to be a member of the association.
• A resident or business owner who no longer meets the requirement of Section 1 shall no longer be eligible for membership.
• Eligibility for membership shall be established by demonstration of residence in the neighborhood. If necessary, this can be established through the presentation of a state-issued ID listing an address within the neighborhood as a place of residence; a utility bill for an address within the neighborhood; an active lease for an address within the neighborhood; property records; listing as the registered agent for an active business license whose address is within the neighborhood; or other documentation as approved by the Board.

Section 2. Consent. An eligible person shall become a member of the association by providing written consent in accordance with the procedures established by the Association.

Section 3. Dues or Fees. There are no dues for membership in the East End Neighborhood Association.

Section 4. Member Powers. Each member is eligible to vote for election of Association Officers, bylaw amendments, motions put to the floor during monthly meetings, and dissolution or merger. There shall be only one class of members in this Association.

Section 5. Voting.

• All permanent residents of the neighborhood and registered agents of businesses within the neighborhood are members of this association and shall have the right to vote as of the first Association meeting after establishing residence or business within the neighborhood. Each member shall be entitled to one vote.
• Important votes as identified by the Board are executed by roll call of eligible voting members. The Secretary shall be responsible for calling the roll and recording each member’s vote.
• Proxy voting is not authorized.

ARTICLE V: OFFICERS

Section 1. Titles and Eligibility. The officers of this Association shall be the President, the Vice-President, the Secretary, the Archivist, and the Treasurer.

• Only members of the Association shall be eligible to be elected an Officer of the Association.
• The President, Vice President, and Secretary shall not be from the same household.

Section 2. Terms of Office. Officers shall serve two (2) year terms and may be reelected without limitation on the number of terms s/he may serve.

Section 3. Vacancy. A vacancy in any office shall be filled by a vote of the general membership not later than the second regular meeting of the Association following the vacancy.

Section 4. Duties of Officers.

• President: The President shall be the chief officer of the association and shall act as the head of the Board of Directors. The President shall:
  • Prepare the agenda for the Board and membership meetings;
  • Provide notice of all membership and Board meetings;
  • Preside at all meetings;
  • Represent the position and interests of the Association;
  • Act as spokesperson for the Association;
  • Serve as the public contact for the Association.
• Vice-President: The Vice-President shall perform the duties of the President in his/her absence and when requested.
• Secretary: The Secretary shall:
  • Record and maintain minutes of membership and Board meetings;
  • Maintain current and accurate Board and Member rosters;
  • Maintain the non-financial files of the Association.
• Archivist: The Archivist shall:
  • Authenticate the records of the Association;
  • Maintain the historical records of the Association;
  • Perform the duties of the Secretary in his/her absence.
• Treasurer: The Treasurer shall have overall responsibility for all the Association’s funds. The Treasurer shall:
  • Maintain full and accurate accounts of all financial records of the Association;
  • Present financial reports as directed by the Board.

Section 5. Removal of Officers. Any elected officer may be removed, with cause, by a majority vote of the members at a monthly membership meeting or at a special meeting called by the Board for that purpose.

ARTICLE VI: BOARD OF DIRECTORS

Section 1. Number and Composition of Board of Directors Members. The maximum number of Board Members is fixed at ten (10).

• The Board shall consist of three (3) elected officers (the President, the Vice President, and the Treasurer) and up to seven (7) at-large appointed members.
• The president is a non-voting member of the Board. The president shall vote only when necessary to break a tie.

Section 2. Eligibility for Board of Director Service. Only members of the Association shall be qualified to hold a position on the Board.

Section 3. At-Large Board Members.

• The President shall have the sole authority to appoint at-large Board members.
• The term of office for Board at-large members shall be two (2) years. A Board at-large member may be reappointed without limitation on the number of terms s/he may serve.
• An appointed Board member may be removed, with or without cause, by a majority vote of the members at a monthly membership meeting or at a special meeting called by the Board for that purpose.

Section 4. Vacancies. Vacancies on the Board shall be filled by the President. A member appointed to fill a vacancy shall serve until the next election.

Section 5. Powers and Duties of the Board. The Board shall be responsible for managing the affairs of the association, and for assuring that members are informed of business that affects them through reasonable means of notification.

The Board shall act in the best interest of the association and be bound specifically to the desire of the majority of Members attending a particular meeting.

Elected and appointed Board Members have the same powers and responsibilities.

ARTICLE VII: OTHER COMMITTEES

The Board may establish standing and ad hoc committees as it deems necessary and desirable. Such committees may be advisory to the Board or may execute the directives of the Board. Upon establishment of any committee, the Board shall identify the scope of the committee’s authority and duties and the number of members and appoint the committee’s chair.

ARTICLE VIII: MEETINGS

Section 1. Open Membership Meetings. The members of EENA shall meet on the second Tuesday of the month at 7:00 pm at a place to be determined by the Board.

• Notice of open membership meetings to members and to the public must be at least seven (7) days in advance.
• Changes to time, place, or date of the membership meeting shall be provided to the members as quickly as practicable.
• The membership shall advise the Board of current concerns and possible actions during the monthly meeting.
• Non-members may also attend open membership meetings.

Section 2. Board Meetings. The Board shall meet on the first Tuesday of each month at 7:00 pm at a place to be determined by the President.

• Regular Meetings. The Board shall meet monthly to conduct the business of the association. Notice of the agenda for regular meetings of the Board must be provided to the Board members at least one day in advance.
• Special Meetings. The President may call a special meeting of the Board when the timeliness of the regular meeting is insufficient to take action on particular issues. Notice of special meetings must be made at least 7 days in advance and must identify the topics on the agenda. Direct notice to the Board members and individuals known to have an interest in the agenda topic(s) must be provided at least one day in advance. The Board can only discuss and make decisions at special meetings on the topics on the agenda.
• Emergency Board Meetings. The president or a majority of the Board may call an emergency meeting of the Board when there is insufficient time to comply with the notice requirements of a regular or special meeting. Notice of an emergency meeting must be provided to all parties not less than 24 hours in advance. Direct notice to individuals known to have an interest in the topic must be provided.

Section 3. Quorum.

• Open Membership Meeting. A quorum for a membership meeting constitutes attendance by ten (10) members other than Officers.
• Board Meeting. A quorum for a board meeting shall be a majority of the members with either the President or Vice President present immediately before the meeting begins.
• Other committees do not need a quorum to meet.

Section 4. Setting Meeting Agendas.

• Membership and Board Meeting agendas shall be set by the president.
• Committee meeting agendas are set by the committee chair.
• Amending the Agenda. Members of the body that is meeting may amend the agenda at the beginning of the meeting. Amending the agenda requires a majority vote of the attending members.

Section 5. Deliberation and Decision Making. Action is taken by a majority vote of those eligible to vote at a meeting. The procedures for deliberation and decision making shall follow Roberts Rules of Order.

ARTICLE IX: ELECTIONS

Section 1. Biannual Election. The members shall elect the Association officers at the biannual election. The biannual election shall be held at the February meeting on even numbered years.

The Board will assign two (2) or more individuals to an election committee to perform the following tasks:

• Provide formal notice of upcoming elections during the December meeting of odd numbered years. The notice shall include:
  • Date, time, and place of election;
  • Number and type of open seats;
  • Process at the election by which members will be asked to prove their member status and eligibility to vote.
• Process nominations for Association officer positions;
• Prepare ballots and any other materials needed for the election.

Section 2. Voting Eligibility. Current members who meet the requirements as laid out in Article IV, Section 5 shall have the right to vote for association officers.

Section 3. Nomination Process. Any member may volunteer to run for an Association officer position.

• Nominations. Nominations must be in writing and delivered to the election committee no later than 5 business days before the January Association meeting.
• Nominee Introduction. Nominees shall provide the members a five (5) minute discussion at the January meeting on why they want to be an officer and how they will improve East End.
• Nominations from the Floor. If no one volunteers for a position, the election committee chair shall take nominations from the floor.
• Write-in Votes. Votes for individuals written on ballots who have not been nominated through the designated process will not be counted.

Section 4. Voting Process. Voting at the bi-annual election shall be by secret paper ballot, unless a member makes a motion from the floor – subsequently approved by a majority of the members present – to dispense with paper ballots and instead to vote by a show of hands or by voice. If none of the open seats are contested, a member may make a motion from the floor to adopt the full slate of candidates by acclamation.

• Election of an individual requires a majority vote of the members voting in the biannual election.
• Ties shall be decided by a coin flip by the Chair of the Election Committee, with three random members selected to observe.
• Eligible members may vote for officers either by:
  • Being present at the meeting;
  • Or by email from their registered email account. Email votes must:
    • Be received by the Secretary no later than noon on election day;
    • And sent no earlier than seven (7) days before the election.

ARTICLE X: GRIEVANCE PROCESS

Section 1. Other forms of Conflict Resolution are Encouraged. All parties are encouraged to resolve disagreements and disputes through one-on-one dialogue, discussions with officers, and/or formal mediation whenever possible.

Section 2. Eligibility to Grieve. A person, business, or group harmed as a result of a decision of this association may file a formal grievance if the action taken by the association violated a provision of these bylaws, a formally adopted policy of the association, or Metro Davidson County Standards.

Section 3. Filing a Grievance. Grievances must be submitted, in writing, to the association president or secretary within 45 business days of the alleged violation. A grievance must identify the date of the action being grieved and the provision of the association’s bylaws, policy, or MDC Standards which allegedly were violated, describe how the provision was violated and how the grievant was harmed by this action, and identify the remedy the grievant is seeking.

Section 4. Initial Review and Response. The Board or its designee will review the proposed grievance and determine whether it meets criteria for a grievance as defined by this article. If the proposed grievance is found not to meet the criteria, the President will inform the grievant in writing of this determination and the reason(s) for the determination. If the proposed grievance is found to meet the criteria, the review process continues.

Section 5. Grievance Committee. If the process continues, as per Section 4, the Board, or a committee designated by the Board, shall offer the grievant an opportunity to present information relevant to the grievance and shall gather other relevant information. The body carrying out the review will develop its findings and recommendations and submit them to the Board.

Section 6. Board Action. The Board shall consider the findings and recommendations and render a decision on the grievance. The President shall notify the grievant of the Board’s decision, in writing, within 60 calendar days from the receipt of the grievance.

ARTICLE XI: INDEMNITY

This Association will indemnify to the fullest extent not prohibited by laws any person who is made, or threatened to be made, a party to an action, suit, or other proceeding, by reason of the fact that the person is or was a president, officer, Board member, volunteer, or agent of the association.

ARTICLE XII: CONFLICT OF INTEREST

To protect the integrity of the Association’s decision-making processes, officers and Board members shall disclose to the general membership any interest they have in a transaction or decision of the Association that may result in a financial benefit or gain to them and/or their business, family members and/or significant other, employer, and/or close associates, and other nonprofit organizations with which they are affiliated. An officer or Board member will not be present for or participate in any discussion or vote on the transaction or decision.

ARTICLE XIII: NON-DISCRIMINATION

The Association shall not discriminate against individuals or groups on the basis of race, religion, color, sex, sexual orientation, gender identity, age, disability, national origin, income, or political affiliation in any of its policies, recommendations, or actions.

ARTICLE XIV: AMENDMENT OF BYLAWS

All amendments of these bylaws must be proposed in writing. Amendments may be proposed by the Board or a petition signed by twelve (12) members eligible to vote and presented to any Board member.

The Board shall submit proposed amendments to the members for a reading at an open membership meeting. The Board shall schedule a vote on the adoption of the amendments(s) at a subsequent open membership meeting.

Section 1. Notice. 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 30 days before the open membership meeting at which the amendment(s) will be voted on. The notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the bylaws and shall contain a copy of the proposed amendment(s).

Section 2. Adoption. Adoption and amendment of these bylaws shall require a two-thirds (2/3) vote by the eligible voting members present at the open membership meeting.

ARTICLE XV: BOOK, RECORDS AND CONTRACTS

Section 1. Books and Returns. EENA shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its open membership and Board meetings. Such record keeping may be performed electronically. A record giving the names and addresses of all members shall be kept at the principal office or residence of the Secretary. All books and records of EENA may be inspected by any member at any reasonable time and upon reasonable notice, but not less than 1 business day.

Section 2. Contracts. The Board may authorize any officer or officers, agent or agents of EENA, in addition to so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of or on behalf of EENA in accordance with preceding Articles of these bylaws.

ARTICLE XVI: FISCAL YEAR

The fiscal year of EENA shall begin on the first day of October and end on the last day of September of each year.

Date Adopted: 13 February 2024

Previous Revisions: Version 1, 8 November 2020