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By-Laws of the
Society for the Preservation of Historic Oakwood
Amended November 9, 2017
Article I - Definition of the Oakwood Neighborhood
1. The Oakwood Neighborhood, hereinafter referred to as Oakwood, is an area in the City of Raleigh, North Carolina, the geographical area of which is coterminous with the "Oakwood Historic District" as shown on the official City of Raleigh zoning map.
Article II – Purposes
1. To recognize and promote the historic value of Oakwood to its residents, the citizens of Raleigh, and the people of the State of North Carolina.
2. To preserve Oakwood from deterioration by neglect, indifference, or carelessness.
3. To protect Oakwood from any decisions or acts of public officials or private persons that would threaten the residential and historic character of the neighborhood.
4. To encourage a spirit of neighborliness among the residents of Oakwood and to foster ties with surrounding neighborhoods.
Article III - Membership
1. There shall be three classes of membership: Regular, Associate, and Honorary.
2. The right to Regular membership shall automatically be extended to any individual who is a resident of or a property owner in Oakwood.
3. Associate membership may be granted by the Board of Directors. To qualify as an associate member, a person must be an active volunteer living outside of the neighborhood who has made contributions to the SPHO and/or the Historic Oakwood Community. Associate membership is by nomination by any SPHO regular member and voted by the Board. The Board will review the associate membership list at least once per year. As appropriate, the Board may reconsider any associate membership.
4. Honorary membership may be granted by the Board of Directors. To qualify as an honorary member, a person must live outside of the neighborhood and must have made a significant contribution to the Historic Oakwood community as a whole or to a specific project of the SPHO. Honorary membership is by nomination by any SPHO regular member and is voted by the Board. Honorary membership does not expire. As appropriate, the Board may reconsider any honorary membership.
5. Regular members 18 years of age and older shall have the right to vote at the annual and special meetings and to hold office. Associate and Honorary Members shall have all the rights and privileges of membership, except the right to vote and to hold office.
6. Members who requested membership on or before November 11, 1972, under the then existing Bylaws, shall be entered on the roll as charter members.
Article IV - Officers and Members of the Board of Directors
1. The government of this Society shall be vested in a Board of Directors consisting of six officers, and ten directors.
2. Officers of the Board of Directors shall be President, Vice President, Secretary, Treasurer, Historian, and the immediate Past President who shall serve ex-officio as an officer of the Board.
3. In addition to the above-detailed Officers, there shall be eight elected and two ex-officio Directors, all of whom have voting rights. A representative named by the Oakwood Garden Club, and the Historic Oakwood Candlelight Tour Committee Chair, appointed by the President, shall be annually appointed ex-officio members of the Board of Directors and shall serve a one-year term with a maximum of four consecutive years.
4. A quorum of at least eight (8) members of the Board of Directors must be present for the Board to take a binding vote. The Board of Directors shall manage the affairs and assets of this Society. A majority of the Board must approve all expenditures over $100.00, but never in excess of available funds. Expenditures under $100.00 may be approved by the President but must be reported to the next Board meeting.
5. Any Board member who is absent from any four (4) Board meetings within a calendar year, or any three (3) consecutive Board meetings, may be removed from office by majority vote of the Board. A Board member may also be removed from office by a two-thirds vote of the Board for any just cause, including but not limited to embezzlement, gross misconduct, and behavior endangering life or property.
6. In the event of a vacancy in any office, the Board of Directors shall have the power to fill such a vacancy until the next annual election.
7. The Board of Directors shall hold regular monthly meetings except during the month of December. The time and place of regular Board meetings shall be published periodically in the Society's Newsletter. Any person eligible for membership in the Society may attend and speak at these meetings, but only members of the Board of Directors may vote.
8. The President may call an emergency meeting of the Board at such times as may be required. The time and place of such meeting shall be announced on the electronic communication service as soon as practicable. Any person eligible for membership in the Society may attend and speak at these meetings, but only members of the Board of Directors may vote.
9. In the event of a need for a timely vote on an issue or expenditure outside of a regular board meeting, and if deemed impractical to reach a quorum for a special session, the President may conduct an “electronic vote” of the board provided that the following criteria are met:
a. Topics of expense are limited to $3000 or less;
b. A quorum of at least 8 board members must participate in the request for a vote;
c. Of those participating in the vote, unanimous approval must be reached – any one dissenting vote tables the matter until a regular SPHO Meeting or a special session called by the board;
d. The motion must allow no less than 24 hours for a vote but can include more time as established in the request for a vote;
e. The results of the electronic vote are read into the following meeting’s minutes as official documentation and copies of each electronic message are attached to the minutes.
Article V - Duties of Officers
The President shall be the Chief Executive Officer of this Society. The President shall distribute an agenda for, and preside at all meetings of the Society and its Board of Directors, and shall call such meetings as the President deems necessary. It shall be the President's duty to exercise general supervision over the activities of the Society in accordance with these Bylaws and with such policies as the Society may, from time to time, adopt. The President shall be an ex-officio member of all committees.
2. Vice President
The Vice President shall perform such duties as may, from time to time, be assigned by the President of the Board of Directors. In case of the death, disability, or absence of the President, the Vice President shall be vested with all the powers and perform all the duties of the President, including presiding at meetings of the members and of the Board of Directors. The Vice President shall be an ex-officio member of all committees.
The Secretary shall create correspondence as requested by the President. The Secretary shall maintain an accurate and up-to-date list of Associate and Honorary Members. The Secretary shall take minutes and record attendance of all meetings. The Secretary shall control all current records of the Society unless the Board of Directors provides otherwise and shall convey other records not in use to the Historian.
The Treasurer shall receive and disburse the funds of the Society. The Treasurer shall keep and preserve proper vouchers and books of account which shall be open to inspection by the Board and subject to audit at any time by an Auditing Committee duly appointed by the President. The Treasurer shall deposit funds of the Society in such banks as may be approved by the Board and shall disburse money only upon approval by the Board. The Treasurer shall prepare an annual budget for presentation to the Board and shall submit an annual financial report to the Society and such other reports as may be requested by the Board of Directors.
The Historian shall keep in orderly fashion all reports, newspaper clippings, and other pertinent records related to this Society and shall arrange for suitable secure archiving of these records.
Article VI - Conflict of Interest
1. Board members and any persons who may be employed from time to time by this Society shall avoid conflicts of interest and any conduct which may suggest the appearance of impropriety when exercising their responsibility to this Society. Board members and employees shall not benefit directly or indirectly from this Society's activities except in their roles as board members or employees.
Article VII - Nominations and Elections
1. Not later than June 15, the President shall appoint a Nominating Committee of at least four (4) regular members of the Society, who shall prepare nominations for each office, and who shall ascertain the availability of their nominees to serve in these positions. The Nominating Committee Chair shall submit a call for nominations in the July newsletter by submitting an article to the newsletter editor by June 20, and shall solicit nominations during the first and third week of July via the listserv. Nominations must be submitted to the Nominating Committee Chair by August 1. The Nominating Committee shall consider each nomination so procured via these solicitations, but shall not be limited to consideration of nominations so procured.
2. The report of the Nominating Committee shall be delivered at the September Board meeting, and, within 24 hours following the meeting, posted to the listserv, and also published in the Society's October and November newsletters along with the annual meeting notice.
3. The Nominating Committee shall report their nominee(s) separately for each position to be filled at the September meeting of the SPHO Board of Directors. Other nominations may be presented for consideration from the floor by eligible members at the October meeting of the SPHO Board of Directors. The Nominating Committee shall publish a complete ballot, including all nominees in alphabetical order by position in the November issue of newsletter and on the listserv not later than November 1. At the Annual Meeting, if all nominees for a position withdraw, or if no one nominee receives a majority vote for a position, nominations will be taken from the floor.
4. Election of officers shall be held at the annual meeting, and they shall take office January 1 of the year following their election. The President, Vice President, Secretary, Treasurer, and Historian shall serve a one-year term with a maximum of four consecutive terms. Elected Directors shall serve two years, except that if a Director resigns or is removed during the first year of a two-year term, a replacement Director shall be appointed by the Board until the next annual meeting at which time a replacement Director shall be elected for the remainder of the term. No officer may hold more than one position. Directors may serve no more than two two-year terms consecutively.
5. The sequence of elections shall be as follows: President, Vice President, Secretary, Treasurer, Historian, slate of two-year Directors, and slate of one-year Directors.
6. A majority of the votes cast by voting members present shall be necessary to elect any nominee. If there are more candidates than positions for any election, then each voting member present shall be entitled to one vote per position. A member may not use two votes for the same candidate. Candidates securing a majority of the votes cast shall be elected. In the event that no candidate secures a majority of the votes cast, then the candidate with the lowest number of votes shall be removed from the ballot. The election shall be repeated in this fashion until all positions are filled.
7. A vote count may be challenged by any nominee. In this case, a secret ballot shall be conducted by the Secretary who shall first ascertain the eligibility for Regular and Associate membership of all persons voting.
Article VIII - Meetings
1. The Annual Meeting of this Society shall be held during the month of November. The time and place of the Annual Meeting shall be announced in the October and November issues of the Society's Newsletter. The announcement of the Annual Meeting shall be distributed to each address in Oakwood and shall prominently display the following statement; "Notice of the Annual Meeting of the membership of the Society for the Preservation of Historic Oakwood." Persons distributing the Newsletter containing this notice shall use their best efforts to deliver to each household.
2. Special Meetings of the Society may be called at any time by the President, or by any four members of the Board of Directors, or upon the request of any twenty persons eligible for regular membership in the Society. The time and place of Special Meetings shall be announced to the membership at least ten days and not more than thirty days prior to the meeting. This announcement of a Special Meeting shall be distributed to each address in Oakwood and shall prominently display the following statement; "Notice of a Special Meeting of the membership of the Society for the Preservation of Historic Oakwood." Persons distributing this notice shall use their best efforts to deliver to each household.
Article IX - Committees
1. The President, with the approval of the Board of Directors, may appoint and dismiss committees and their Chairmen in order to further the purposes of this Society.
A. The Candlelight Tour Committee shall plan and direct the Society's annual Candlelight Tour. The Committee shall consist of a Chairman and such other members as the Committee Chairman may deem appropriate history of their home in accordance with the procedures established by the committee and the Board of Directors. Upon acceptance of applications and awarding of plaques, all historical documentation shall be forwarded to the Historian.
B. The Communications Committee shall prepare the Society's Newsletter and such other printed or electronic publications, including electronic mailing lists and web sites, as directed by the Board of Directors. Persons responsible for each publication, such as Newsletter editor, webmaster and mailing list moderator, shall automatically be members of the Committee. A member of the Board shall be appointed as liaison between the Committee and the Board to ensure that issues are brought to the Board in a timely fashion. The Communications Committee shall review guidelines for each medium at least once per year to ensure that all communications media are meeting the needs of the community and that they remain consistent with the Society's purposes and restrictions. Changes to the guidelines shall be approved by the Board of Directors.
C. The Community Development Committee shall work to maintain the historic character and improve the livability of Oakwood by working to ensure that 1) land development in and near Oakwood benefits the neighborhood, 2) action by the City and other governmental entities benefits the neighborhood, and 3) the condition and use of buildings in Oakwood are maintained to standards required by law. The committee shall be authorized to make recommendations to the Board of Directors relating to the operation of a revolving fund, established for the purpose of furthering the restoration of Historic Oakwood and its environs, and maintaining the area’s historic character.
D. The Awards Committee shall solicit nominations to be considered for Special Achievement Awards. These awards recognize those who have made significant contributions to Historic Oakwood. The Committee will screen these nominations and make recommendations to the Board of Directors for their decision. The Committee shall also coordinate the annual awards presentation, at which the Special Achievement Awards shall be presented.
E. The Social Committee shall encourage a spirit of neighborliness among the residents of Oakwood by organizing social activities.
F. The Oakwood Common Committee shall be responsible for monitoring the maintenance and development of the Oakwood Common.
G. The Children’s Committee shall organize children's activities and provide support for families with children in Oakwood.
H. The Safety Committee shall monitor crime affecting Oakwood, work with local law enforcement agencies to find ways to combat crime, and provide information on crime prevention to the residents of Oakwood through the city's Community Watch Program.
I. The Good Neighbor Committee shall be responsible for identifying and organizing efforts to help neighbors in need.
J. The Executive Committee shall consist of the officers of the Board of Directors. The Executive Committee shall have the power to discuss and review items of business. The Executive Committee shall have the power to transact items of business as the Board of Directors may authorize, provided any action taken shall not conflict with the policies and expressed wishes of the Board of Directors. The Executive Committee can and shall meet as often as necessary. The President will chair the Executive Committee and report to the Board of Directors.
K. Community Service Project Committee organizes and fulfills an annual neighborhood community service project with a partner organization, following an established application and selection process. The mission focus of a selected partner organization must be safe and sustainable living and/or historic restoration or preservation.
L. The Membership Committee shall solicit nominations to be considered for Associate and Honorary Membership. Membership may be granted to individuals living outside of the neighborhood who contribute by actively volunteering and/or having made a significant contribution to Historic Oakwood as a whole or to a specific project of the SPHO. The committee will review all nominations and make recommendations to the Board of Directors for approval. The committee will coordinate the annual award presentation for Honorary members as well as notify the neighborhood of newly added Associate members during the year.
2. The President or the Board of Directors shall have the power and authority to create such other committees as it deems to be in the best interest of the Society and its members.
3. Each committee shall submit an annual work plan and budget request to the President and Treasurer, prior to a date specified by the President.
Article X - Official Communications
1. The Society shall publish a Newsletter which shall be the official publication of the Society. As practicable, the Society shall also maintain a web site and electronic mailing list (e.g., “listserve”). The board may set guidelines for appropriate content and moderate their use.
2. The Newsletter shall be published at least once a year, prior to the annual meeting, and at such other times as meeting notices and news of interest to members require.
3. One copy of each issue of the Newsletter shall be distributed to each address in Oakwood. Upon request by the individual, copies may also be delivered or mailed to persons not residing in Oakwood, including:
· Regular Members;
· Associate Members;
· Honorary Members;
· Special Achievement Award Winners;
· Other parties interested in Oakwood.
Article XI - Restrictions
1. The Society shall be non-partisan and non-sectarian, and shall not discriminate on the basis of race, creed, color, sex, national origin, age, handicap or sexual orientation.
2. The Society is committed to personal interactions that are free of sexual harassment. Improper conduct by board members, donors and volunteers, including expressed or implied requests for sexual favors, unwelcome physical conduct, and offensive verbal comments, is unacceptable.
Article XII - Amendments
1. Any member may propose amendments to these Bylaws. Proposed amendments should be submitted in writing to the Secretary and shall be included in the Society's Newsletter.
2. Amendments may be proposed and approved at Annual Meetings. Amendments may be approved at Special Meetings only if they have been previously circulated to the membership in writing, along with the announcement of the meeting as required by Article VIII.
3. The affirming votes of two-thirds of the members present and voting shall be required for the adoption of each amendment to the Bylaws.
Article XIII – Indemnification
1. Extent. In addition to the indemnification otherwise provided by law, the Society shall indemnify and hold harmless its directors and officers against liability and expenses, including reasonable attorneys’ fees, incurred in connection with any action, suit, proceeding or claim arising out of their status as directors or officers or their activities in any of such capabilities or in any capacity in which any of them is or was serving, at the Society’s request, in another corporation, joint venture, trust or other enterprise; provided, however, that the Society shall not indemnify a director or officer against any liability or litigation expense that the director or officer may incur on account of activities that at the time taken were believe or known (or reasonably should have been known) by the director or officer to be clearly in conflict with the best interests of the Society or if the director or officer received an improper personal benefit. The Society shall also indemnify a director or officer for reasonable costs, expenses and attorneys’ fees in connection with the enforcement of rights to indemnification granted herein, if it is determined in accordance with Section 2 of this Article that the director or officer is entitled to indemnification.
Nothing in this section shall be construed to bar the Society from providing indemnification to additional individuals against liability and expenses, including reasonable attorneys’ fees, incurred in connection with any action, suit, proceeding or claim arising out of their status as a volunteer at a Society-sponsored event. The Society may, but is not required to, indemnify such volunteers to the same extent as directors and officers if the Board of Directors determines it is in the best interests of the Society.
2. Determination. Indemnification under Section 1 of this Article shall be paid by the Society with respect to any action, suit, proceeding or claim only after a determination that the liability and/or litigation expenses for which indemnification is sought (a) were not incurred on account of activities which at the time taken were believe or now (or reasonably should have been know) by the person seeking indemnification to be clearly in conflict with the best interests of the Society and (b) did not involve any transaction from which the person seeking indemnification derived an improper personal benefit. Such determination shall be made (i) by the affirmative vote of a majority (but not less than two) of the directors who were not parties to the action, suit or proceeding or against whom the claim was not asserted (“disinterested directors”) even though less than a quorum, (ii) by independent legal counsel in a written opinion, or (iii) by a court of competent jurisdiction.
3. Advanced Expenses. Expenses incurred by a director or officer in defending any action, suit, proceeding or claim may upon approval of a majority (but not less than two) of the disinterested directors, even though less than a quorum, or, if there are less than two disinterested directors, upon unanimous approval of the Board of Directors, be paid by the Society in advance of the final disposition of such action, suit, proceeding or claim upon receipt of an undertaking by or on behalf of the director or officer to repay such amount less it shall ultimately be determined that the director or officer is entitled to be indemnified against such expenses by the Society.
4. Reliance and Consideration. Any director or officer who at any time after the adoption of this Article serves or has served in any of the aforesaid capacities for or on behalf of the Society shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of this Article. No amendment, modification or repeal of this Article shall adversely affect the right of any director or officer to indemnification hereunder with respect to any activities occurring prior to the time of such amendment, modification or repeal.
5. Insurance. The Society may purchase and maintain insurance on behalf of its directors, officers, employees and agent and those persons who were serving at the request of the Society as a director, officer, partner, trustee, employee, or agent of, or in some other capacity in, another corporation, joint venture, trust, employee benefit plan, or other enterprise against any liability asserted against or incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Society would have the power to indemnify against such liability under the provisions of this Article or otherwise. Any full or partial payment made by an insurance company under any insurance policy covering any director, officer, employee or agent made to or on behalf of a person entitled to indemnification under this Article shall relieve the Society of its liability for indemnification provided for in this Article or otherwise to the extent of such payment, and no insurer shall have a right of subrogation against the Society with respect to such payment.
6. No Personal Liability. No director or officer of the Society shall be liable or responsible for the debts or obligations of the Society
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