Bylaws

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BYLAWS OF THE NORTH END NEIGHBORHOOD ASSOCIATION, INC.

ARTICLE I: MISSION

It shall be the mission of The North End Neighborhood Association, Inc. (NENA) to
preserve and enhance the character of the neighborhood’s livability, charm, historical roots, and
warmth provided by the unique residential fabric, encompassed within NENA (as defined in
Article III), in the interest of furthering the welfare of its present and future residents by
democratic processes.

ARTICLE II: OBJECTIVES AND FUNCTIONS

It shall be the general objectives and functions of NENA to encourage and facilitate
communication and joint efforts among the residents of the area encompassed within NENA’s
membership boundaries (as defined In Article III) in addressing matters of common concern.
NENA shall engage in action of cooperative self-help to protect and develop the neighborhood
and to work together in achieving the objectives of this and other neighborhood associations in
the best interests of the larger community; and NENA shall serve as an advisory body to
influence the decisions of city, county and state officials on matters of common concern to
NENA’s constituency.

ARTICLE III: GEOGRAPHIC/MEMBERSHIP AREA

The geographical boundaries of NENA, for purposes of conducting business and
determining membership within NENA, shall include that section of the North End of Boise
included within the map attached hereto as Exhibit “A” and incorporated herein by reference.

ARTICLE IV: MEMBERSHIP AND VOTING RIGHTS

1. Membership shall be open to all persons 18 years or older who reside (1), work (2), or own property/business within the geographic boundaries as stated in Article III.

(1) The term “reside,” as used herein, shall mean that a person maintains his or her primary personal residence within the geographic boundaries stated in Article III.
(2) The term “work,” as used herein, shall mean that a person maintains his or her primary office or spends the majority of the work day within the geographic boundaries stated in Article III.

2. For membership status, eligible persons will be required to provide identification, their
names and addresses and, if membership is to be obtained by virtue of employment or
property/business ownership, their employer’s name and address and the location of their
property/business, to NENA’s Corporate Secretary.

3. Only members of NENA are eligible to vote at the annual membership meeting.

4. Membership in NENA shall cease immediately upon termination of residence,
employment, or property/business ownership within the geographical boundaries herein
described or by written notice to the NENA Corporate Secretary of the desire to
terminate.

5. Each member shall have one vote. There shall be only one class of members. There
shall be no voting by proxy available to members.

ARTICLE V: BOARD OF DIRECTORS

1. The Board of Directors shall have a membership of eleven (11) NENA members
nominated and elected at the annual meeting. Board members shall serve for two-year
terms; six (6) Board members shall be elected in even years, five (5) in odd years.

2. Vacancies on the Board of Directors shall be filled by a vote of the Board. Those elected
shall serve out the unexpired term of the position.

3. The duties of the Board of Directors shall include all items and issues that the general
membership and/or Board determine to be germane to the best interests of NENA.

4. Actions taken by the Board should represent the majority sentiments of the general
membership of NENA.

5. Decisions and actions of the Board shall be subject to review at the next public meeting
or at special meetings called for that purpose.

6. Board members shall be allowed to vote by proxy under the following conditions:

A. The Board member wishing to vote by proxy shall notify, in writing, the Corporate
President and Corporate Secretary prior to the commencement of the meeting.

B. The written notice of intent to vote by proxy shall either designate another Board
member by name who shall have general proxy authority to vote on behalf of the
absent Board member executing the proxy or designate a vote on a particular issue to
be acknowledged by the Corporate Secretary at the meeting, without the need to
designate another Board member to cast the vote.

ARTICLE VI: REMOVAL OF BOARD MEMBERS

1. Members of the Board of Directors shall automatically be removed from the Board in the
event they no longer satisfy the requirements of membership set forth in Article III, and
may be removed by vote of the Board in the event they are absent from three consecutive
Board meetings and/or a total of six Board meetings, as defined in Article X, paragraph 2,
in any one (1) year, defined as a continuous 365 day period. For purposes of this Article,
voting by proxy does not constitute attendance at a Board meeting.

2. Board members may be removed from the Board by a quorum for any reason deemed
sufficient by the Board. Such removal shall only be valid if notice of the meeting at
which the vote to remove such Board member is provided in accordance with Article X,
paragraph 2. The Board member being removed shall have no entitlement to any
procedure not described herein and shall have no right to be heard regarding their
removal.

ARTICLE VII: CONFLICT OF INTEREST

1. A conflict of interest exists when a member of the Board of Directors, acting in their
official capacity, votes or takes affirmative action that, if successful, will or reasonably
could provide that Board member with a personal or business advantage and this possible
advantage is known, or should be known, to the member when casting such votes or
taking such action.

2. A conflict of interest does not exist when personal or business gain exclusively entails the
enhancement of a member’s property or when it does not diminish the existing character
of surrounding properties, based on the owners of those properties opinions.

3. Any Board member with a conflict of interest on a particular issue must abstain from
voting on that issue and shall address the Board with that Board member’s concerns
about a potential conflict at the beginning of the Board meeting before the issue is
addressed.

ARTICLE VIII: OFFICERS

1. The Board of Directors shall elect, by vote, the following officers at the first Board
meeting following the annual meeting:

President
Vice President
Secretary
Treasurer

Powers and Duties of Officers:

2. The President’s powers and duties shall include:

a. Serving as the executive officer and overseeing the carrying out of programs.
b. Presiding at all meetings of the Board of Directors.
c. Distributing or delegating distribution of notices of all meetings pursuant to these
Bylaws.
d. Signing or endorsing checks, drafts, and notes in conjunction with the Treasurer.
e. Acting as an ex-officio member of all committees.
f. Presenting an annual report to the members at the annual meeting or designating a
representative to present said report.
g. Signing all contracts and other instruments authorized by the Board.
h. Acting as spokesperson for NENA or assigning that function to another Board
member(s) as the President deems appropriate.
i. Cause to be filed an annual report with the Secretary of State pursuant to Idaho
Code §30-3-136.

3. The Vice-President’s duties shall include:

a. Performing the duties of the President upon the absence or disability of the
president.
b. Assisting the President upon the President’s request.

4. The Secretary’s duties shall include:

a. Keeping minutes of all annual meetings and all meetings of the Board of
Directors
b. Maintaining a file, in written form, of the official records of NENA as directed by
the Board and consistent with Idaho Code §30-3-131.
c. Distributing notices of all meetings pursuant to these Bylaws.
d. Maintaining a record of all NENA members eligible to vote in a form that permits
preparation of a list of the name and address of all members, in alphabetical order.

5. The Treasurer’s duties shall include:

a. Collecting and receiving all monies due.
b. Acting as custodian of these monies and depositing them in a bank designated by
the Board.
c. Disbursing the corporate monies in accordance with the budget or upon order of
the Board and signing checks together with the Corporate President and/or other
authorized officers.
d. Maintaining books and ledgers as directed by the Board.
e. Preparing monthly financial statements and presenting such statements to the
Board upon request.
f. Reporting at the annual meeting of the membership.
g. Performing such other functions as may be incident to the office.
h. Providing a bond to protect the corporation, if necessary.
i. To make or cause to be timely made, all necessary filings with the Internal
Revenue Service and the Idaho State Tax Commission.

ARTICLE IX: COMMITTEES

The NENA shall have four (4) standing committees: The Executive Committee, the
Recruitment Committee, the Hyde Park Street Fair Committee, and the Electronic
Communications Committee. Other than the Executive Committee, as defined below, all
committees shall have a minimum of one director of the board serving as a member. It is the
responsibility of each committee to define their mission, define the tasks necessary to carry out
that mission and have these items approved by the full board of directors.

1. Executive Committee: The executive committee shall consist of all corporate officers
as described in Article VIII.

2. Recruitment Committee: Prior to the annual meeting, or whenever a vacancy exists
on the Board of Directors, this committee shall nominate persons for Board positions
becoming or that are vacant. They shall also be responsible for recruiting and
maintaining a list of all NENA members interested in volunteer activities.

3. Hyde Park Street Fair Committee: The Board of Directors will appoint the Hyde Park
Street Fair Committee, to oversee all management, financial, and administrative
actions necessary to sponsor the Hyde Park Street Fair. The annual budget will be
approved by the NENA Board of Directors. The Hyde Park Street Fair committee
shall include at least one member of the NENA Board of Directors.

4. Electronic Communications Committee: The committee will be chaired by a NENA
board member.

5. Other Committees: The Board of Directors may, at its discretion and from time to
time, designate other committees for the purpose of addressing particular tasks,
events and/or issues. When designating such a committee, the Board shall also                                      designate one or more individuals as “chairs” of the committee. Such committees
may consist of members of the Board as well as the NENA membership at large.
These committees shall be responsible and answer to the Board of Directors and may
be terminated at any time and for any reason by the Board. The Board may require
these committees to provide regular reports to the Board.

ARTICLE X: MEETINGS

1. Annual membership meetings: Annual membership meetings shall be held during the
month of Maylast Tuesday of September each year for the purpose of electing members
of the NENA Board of Directors for the following years, and for the purpose of receiving
reports of officers and committees, and for the Board of Directors to receive input from the general membership. A quorum for annual membership meetings shall be twenty-
five (25) members. The NENA President or the President’s delegate shall cause to be published in the Idaho Statesman, or a newspaper of general circulation serving the
NENA geographical area, a notice, article or advertisement (collectively referred to as
“notice”) of the annual meeting. Such notice shall be published no sooner than seven (7)
days and no more than twenty-one (21) days prior to the date of the meeting. The notice
shall provide the date, time and location of the meeting.

2. Board of Directors meetings: In addition to the annual membership meeting, there shall
be regular meetings of the Board of Directors at a time and place set by the Board. The
purpose of these meetings shall be to review general and specific matters of interest to the
North End. Unless otherwise determined by the Board, these meetings shall be open to
the public. At the Board’s discretion, non-Board members may be allowed to provide
input and otherwise participate in the meetings. Only Board members shall be allowed to
vote at Board meetings. The Corporate Secretary shall notify all members of the Board,
as well as all committee “chairs” as defined in Article IX, paragraph 2, of the time and
place of all Board meetings by mailing or hand delivering to all Board members at their
last known address written notice to be postmarked or hand delivered not less than seven
(7) days prior to said meeting. Any Board member who does not plan to attend any
meeting of the Board shall notify the Corporate President prior to said meeting of their
intent not to attend. For any vote of the Board to be effective, there must be at least a
“quorum.” A quorum for all Board of Director meetings, including “special meetings” as
defined in paragraph 3 of this Article, shall be six (6) persons assuming the existence of
11 sitting Board members. In the event there shall be vacancies on the Board, a quorum
shall constitute at least fifty-five percent (55%) of the number of then sitting Board
members. If said fifty-five percent (55%) yields a less than whole number of Board
members, then the number of members needed to constitute a quorum shall be rounded
up to the next highest number.

3. Special meetings: Special meetings shall be called by either: (1) a vote of the Board of
Directors; or (2) a written demand of at least one hundred NENA members eligible to
vote signed, dated and delivered to all Corporate officers as defined in these Bylaws
describing, with particularity, the purpose or purposes for which the special meeting is to
be held and whether a vote or resolution by the Board is requested. The purpose of these special meetings shall be to review matters of special concern to the North End and to
review actions of the Board. Following submission of the petition as set forth above, the
Board shall conduct said special meeting within thirty (30) days.

4. Action by Board without meeting: Action may be taken by the Board of Directors
without a meeting if evidenced by a written consent signed by a quorum of all sitting
Board members. Such action shall become effective when signed by the last Board
member constituting the quorum unless the consent itself specifies a different effective
date. A consent signed as set forth above shall have the effect of a meeting vote and may
be described as such in any document.

ARTICLE XI: OPEN MEETINGS

All meetings of NENA are open to the public unless the Board of Directors votes to
withdraw into executive session for the sole purpose of discussing and voting on the removal of
committee and Board members, or to discuss matters of litigation. All decision-making
processes and votes made in executive session are confidential. Ultimate decisions will be made
public. All committee and Board member removals are confidential and shall not be discussed
outside the Board.

ARTICLE XII: CORPORATE RECORDS

1. NENA’s members shall have the right to inspect and copy the Corporate records only to
the extent mandated, and in the manner prescribed, by Idaho Code §30-3-131. NENA
shall not be required to pay the copy costs of any such request by a member. The
Corporate Secretary shall remain in possession of all Corporate records at all times.

2. A membership list may be obtained by any person for any purpose related to that
member’s interest as a member of NENA. The foregoing notwithstanding, no
membership list shall be obtained and used by any person for the following purposes:

A. To solicit money or property;
B. For any commercial purpose; or
C. For sale to or purchase by any person or entity.

ARTICLE XIII: AMENDMENT TO BYLAWS

These Bylaws may be amended upon approval of two-thirds (2/3) of those present and
voting at an annual meeting, provided that the proposed amendment has first been presented and
approved at a meeting of the Board of Directors.

ARTICLE XIV: EMERGENCY BYLAWS AND POWERS

The Board of Directors may adopt, amend or repeal these Bylaws to be effective only in
an emergency (3). The emergency bylaws , which are subject to amendment or repeal by the

(3) The term “emergency,” as used herein, shall mean any instance where a quorum of the Corporation’s Board cannot readily be assembled because of some catastrophic event.

NENA general membership, may provide special procedures as the Board deems necessary for
managing the Corporation during the emergency including:

A. How to call a meeting of the Board.
B. Quorum requirements for the meeting; and
C. Designation of additional or substitute directors.

All provisions of the Bylaws not inconsistent with the emergency bylaws shall remain in full
force and effect. The emergency bylaws will no longer be effective once the emergency ends.

ARTICLE XV: ENACTING CLAUSE

These Bylaws shall become effective when duly approved as described in Article XIII
above.

ARTICLE XVI: ULTRA VIRES ACTIONS

No member of the Board of Directors or any other committee member shall represent
NENA without authority granted by a vote of the Board or authority of the executive committee.

ARTICLE XVII: NEIGHBORHOOD PLANS

1. Authorization. NENA may from time to time and as deemed appropriate by the Board of
Directors, enter into a planning process to develop Neighborhood plans. The plans may
be area specific, issue specific or comprehensive.

2. Compliance with City Guidelines. To the extent applicable, recognizing that all or
portions of NENA’s geographical area are within the corporate city limits of Boise City
and portions of the NENA geographical are may be in unincorporated Ada County,
planning shall be accomplished in the manner described in the Boise City Neighborhood
Planning Guide, as that document may be amended from time to time.

3. Board approval. Prior to entering into any planning effort under this Article, the Board of
Directors shall pass a resolution approving such planning effort, establishing a single
purpose committee for such effort, and appointing at least one Board member to serve as
chairman or co-chairman of such committee.

4. Plan approval. Any plan which is the result of the planning process outlined within this
Article shall require adoption by a simple majority of the Board at a regular or special
meeting prior to the advocating of such plan to public bodies and the general public.

SECRETARY’S CERTIFICATION

This is to certify that the foregoing Bylaws have been duly adopted by the Board of
Directors at a meeting held on _____________________, 2015 and approved by vote of at least
two-thirds (2/3) of those NENA members present at the annual meeting held on
__________________, 2015.

THE NORTH END NEIGHBORHOOD ASSOCIATION, INC.