OAKLEIGH III NEIGHBORHOOD ASSOCIATION, INC

By-Laws

These by-laws dated  August 29, 2015 supersede and replace all existing by-laws in effect from the Oakleigh III Homeowners Association, Inc. Charter dated March 5, 1993.  

NAME: 

1. The name of this organization shall be Oakleigh III Neighborhood Association, Inc.  The Association’s principal office is to be designated at the discretion of the Board of Directors.

PURPOSE:

1. To maintain the beauty of entryways, exits and medians to and from and in the subdivision.
2. To work together on problems and issues of common concern.
3. To establish liaison with local governing bodies to maintain the original high quality of the subdivision and to promote the general welfare of the association.  
4. To coordinate social activities that create a sense of neighborhood pride.
5. To promote a safe and healthy environment.

POLICY:

1. The Association shall be non-profit, non-commercial and non-partisan.
2. The Association may engage in fund raising activities and may accept, on behalf of the Association, any contributions or gifts for the general or special purposes of the Association.
3. The Association does not have nor shall it exercise any authority either expressly, by interpretation, or by operation of law, nor shall it directly engage in any activity that would prevent qualifying as a corporation described in Section 501 of the Internal Revenue Code.  

MEMBERSHIP:

1. Membership in the Association shall be restricted to persons residing in the Oakleigh III subdivision.
2. Any duly qualified member shall have the right to vote at regular meetings of the Association or special meetings thereof, so long as membership is in good standing and all dues current
3. Members may  vote by absentee ballot on issues to be decided at scheduled member meetings.  The member's name and address shall be on the ballot and should indicate for or against the issue to be decided.  In the case of names to be voted on, that person would be named.  The ballot can be emailed to an Oakleigh III board member or given to another member to present at the meeting and will be included in the voting.
4. Each home in the subdivision constitutes one vote. 
5. The Board of Directors may cancel by majority vote, the membership of any member whose conduct is deemed prejudicial to the objectives, welfare, or character of the Association including any member of the Board of Directors provided notice of such alleged misconduct shall first be submitted to the said member at least 10 days prior to the meeting of the Board of Directors at which said misconduct is to be considered.  The member may appear in person to challenge the proposed action of the Board.  

DUES:

1. The budget year of the Association shall be January 1 to December 31.
2. Each homeowner shall pay annual dues (per home) to sustain the expenses of the Association.    
3. Dues shall be set annually at the fall meeting of the Board of Directors of the Association.  Dues notices will be mailed to all homeowners the first quarter of the year.
4.  If at any time the Oakleigh III Neighborhood Association Inc., is dissolved, any remaining funds or assets after all outstanding bills are paid, will be donated to a local charitable organization, determined by the Board of Directors.

BOARD OF DIRECTORS:

1. The Board of Directors shall be the policy making body of the Association and empowered to make decisions on behalf of the Association.  The Board may choose to place questions before the membership for guidance or resolution of issues.  If the Board seeks a vote of the membership to resolve an issue, the Board must be bound by the conclusion of the vote.        
2. The Board of Directors will consist of:  The President, Vice-President, Secretary, Treasurer and at least 4 members appointed by the President and agreed to by the Officers.  
3. The President shall be empowered to appoint committees.  All committee appointments shall be made annually.
4. The Officers shall serve for twenty-four (24) months.
5. Election of officers shall be held at the annual meeting of the association.
6. If an officer or director resigns or becomes disqualified as a homeowner, the vacancy may be filled by the vote of a majority of the members of the Board of Directors. The person or persons so appointed to fill such vacancies shall hold the position until the conclusion of the term of the vacating office or position holder.
7. The Officers and Directors present at any meeting of the Board of Directors shall constitute a quorum to transact business provided at least a majority of the Board members are present. All decisions made by the Board of Directors require approval by a majority vote of those present.
8. Meetings of the Board of Directors may be called at any time by the President by notice in writing or email to each Directors and Officer at least (2) days prior to such meeting.
9. If a member of the Board of Directors has three (3) successive unexplained absences from meeting of the Board of Directors, the Board of Directors shall have the authority, at its discretion to remove the Director from the Board.  The Director will be given notice of the proposed action to remove him or her from the Board and will be given a reasonable opportunity to defend him or herself.

10.All Officers and Board members presently serving the Association under the previous Charter dated March 5, 1993 will continue to serve in their current positions until a formal election is conducted at a duly called meeting of the Association membership.

DUTIES OF OFFICERS AND DIRECTORS

1. The President

1. Shall preside at all meetings and coordinate the efforts of the Board of Directors. 
2. The President shall be an ex-officio member of all standing committees.
3. The President shall sign with the Treasurer all Association contracts and legal documents.

2. The Vice-President

1. Shall assist the President in his/her duties and preside/serve in the absence of the President.

4. Shall perform such other duties as may from time to time be assigned to him by the President or the Board of Directors.

            3. The Secretary

1. Shall perform duties as may be prescribed by the Association or the President which may include recording of votes and minutes of meetings.
2. Act in concert with the Treasurer by managing PO Box receipts and making deposits.  Disperse funds in absence of Treasurer.

4. The Treasurer

1. Shall have custody of the Association Funds and keep full and accurate records.
2. Disperse the funds of the Association as authorized by the Association. 
3. Provide a financial report at each meeting of the Board of Directors and/or when requested by the President.
4. Prepare an annual Budget for approval of the Board of Directors.
5. Responsible for submitting annual report or any other required document to the State of Tennessee or other governing body as required by law.

5. The Board of Directors

1. Coordinate the carrying out of the objectives of the membership and administer the objectives of the Association.
2. Recommend and submit new policies and changes in by-laws for approval by the membership.
3. Meet on call of the President.
4. Assist in preparation of the annual budget.

PERSONAL LIABILITY OF OFFICERS AND DIRECTORS

1. The personal liability of each officer and director of the corporation for monetary damage for breach of fiduciary duty as an officer or director shall be eliminated to the full extent permitted by S 48-52-102(3) of the Tennessee Code annotated.

INDEMNIFICATION

1. The corporation shall indemnify an individual who is a party to a proceeding because such individual is or was a member of the board of directors, an officer of the corporation, or an employee or agent of the corporation against liability incurred in the proceeding and, prior to the disposition thereof, advance the reasonable expenses incurred by such individual to the extent permitted under S48-58-502, S48-58-504, and  S48-58-507 of the Tennessee Coded Annotated.  The determination of entitlement to indemnification and advancement of expenses shall be made in accordance with S48-58-506 of the Tennessee Code Annotated.  Every reference herein to a member of the board of directors, officer, employee or agent of the corporation shall include every director, officer, employee and agent thereof and former director, officer, employee and agent thereof.  The right of indemnification herein provided shall be in addition to any and all rights to which any director, officer, employee or agent of the association might otherwise be entitled and provisions hereof shall neither impair nor adversely affect such rights.

COMMITTEES:

The board will establish committees as needed which may include:

1.  Nominating Committee
2. Government/Legal Affairs Committee
3. Social Committee
4. Newsletter/Web Site Committee
5. Grounds Committee
6. Membership/Block Captain Committee

      MEETINGS:

1.  The Association will meet at a minimum of one time per year.  The meeting dates will be established by the President and approved by the Board of Directors.  Notification will be by written or oral notice.  Other meetings as deemed necessary by the Board of Directors may be held.  Homeowners will be notified at least five (5) days before such meeting by written or oral notice.  The purpose of the meeting shall be included in the notice.
2. A special meeting of the Association may be called upon written request to the President by a minimum of eight (8) voting members of the Association.
3.  Board of Directors meeting shall be called as necessary by the President or a majority of the Board of Directors.
4.  Decisions made at the annual meeting require approval of quorum of qualified voters.  Ten percent of the paid Homeowner membership will constitute a quorum. 

ELECTION OF OFFICERS:

1. The officers shall be elected at the annual meeting of the Association and shall take office at the fall meeting of the Board of Directors.
2. The officers shall serve for two (2) year terms and can be elected to consecutive terms.           
3. The office of President and Secretary are voted in odd years and the Vice President and Treasurer in even years to enable consistency of   the Board.  
4. The Nominating Committee shall present a slate of nominees for the offices to be filled at the annual meeting, followed by a vote.
5. Nominees must be dues paying members.                          
6. Nominees must receive a simple majority of votes placed.   

AMENDMENTS:

1. The Board of Directors will have the responsibility of creating any amendments to the By-Laws and have them ratified by the members of the Association.
2.  The By-laws may be amended at any regular or special meeting of the membership with 30 days notice given to all members.
3. Proposed changes must be approved by a majority of voters present.