Neighborhood-wide meetings: second monday of every month at Warren Easton Charter School: 3019 Canal Street at 6:30PM.

Bylaws

MCNO BYLAWS CHANGES
Amended and Approved July 13, 2015

The Mid-City Neighborhood Organization (MCNO) Board has proposed certain changes to the existing bylaws of the organization. Those changes were presented to the Board by Chairperson Brad Cousins and President Graham Bosworth. The intent of the changes was to clear up ambiguities in the existing bylaws, as currently written. Additionally, the changes amend membership to Mid-City residents, limit the size of the Board to 11 Mid-City residents, reduce the number of officers and more specifically define their roles, powers, and duties, and more clearly establish voting procedures for the general membership and for the Board.

The proposed new bylaws can currently be viewed on the MCNO website. A vote of the general membership will take place at the September 14, 2015 general membership meeting.

MCNO Bylaws
The bylaws set forth herein, approved by the Board of Directors and membership on July 13, 2015 were originally approved by Membership in November of 2009 and govern the formation and operation of the Mid-City Neighborhood Organization.

1. MISSION STATEMENT
The Mid-City Neighborhood Organization (MCNO) is dedicated to improving the quality of life for all residents of Mid-City New Orleans. MCNO shall be made up of its Members and a Board of Directors shall govern its operation.

1.1 Mid-City Defined
Pontchartrain Expressway to City Park Ave., to N. Carrollton Ave., to Orleans Ave., to Broad St., to the Pontchartrain Expressway.

1.2 Areas of Interest
The Board may define Areas of Emphasis within these boundaries or Areas of Interest adjoining these boundaries.

2. MEMBERSHIP
Membership is open to all Mid-City residents who care about the Mid-City neighborhood. MCNO shall actively recruit members and strive to achieve a membership which reflects the diversity of the neighborhood.

2.1 Dues
Membership dues shall be established by the Board. Dues may be waived by the Board in cases of economic hardship or to honor extraordinary service to the community.

2.2 Revocation
Membership can be denied or revoked (and refunded) by a vote of the Board of Directors. Current members are entitled to submit proposals for a vote at any Board of Directors meeting.

3. BOARD OF DIRECTORS
The Board is composed of Directors elected by the Membership.

3.1 Size of Board
The Board shall have at least seven (7) and no more than eleven (11) members.

3.2 Compensation
Directors serve without compensation but may be reimbursed for reasonable documented expenses on behalf of MCNO.

3.3 Election Procedures
Board of Directors elections are held at the last general membership meeting of each calendar year. Candidates must be a Member of MCNO at the time of election. Vacancies may be filled by the Board of Directors for the remainder of the term of a Director upon death, resignation, or removal.

3.4 Removal
A Director may be removed by the vote of two-thirds (2/3) of the Board of Directors, or by majority vote of the Membership present at a general membership meeting, with the Board of Directors giving the affected Director 30 days notice of the removal vote.

3.5 Terms
Directors serve for two years. Directors may be elected to serve more than one term. Terms shall be staggered such that approximately half the Board shall be elected each year.

3.6 Officers
Officers conduct the business of the organization. Officers are Directors elected by a majority vote of the Board of Directors at the first Board meeting of each calendar year. No Director may hold more than one office simultaneously. The Officer positions on the Board of Directors are President, Chairperson, Vice-President, Secretary, and Treasurer.

3.6.1 President
The President serves as the primary contact and representative for the organization and runs the day to day management of MCNO. Additionally, the President prepares Board meeting agendas with the Chairperson and oversees activities of the Vice-President, Secretary, Treasurer, and any and all MCNO staff, consultants, and/or contractors. The President is authorized to sign checks in accordance with the annual budget or as approved by the Board. In the absence of the Chairperson, the President presides over any MCNO meeting.

3.6.2 Chairperson
The Chairperson presides over and manages all MCNO meetings and assists the President as required. Additionally, the Chairperson serves as a contact and representative for the organization.

3.6.3 Vice-President
The Vice-President assists the President as required and presides over all MCNO meetings in the absence of the Chairperson and President. If the President or Chairperson is unable to fulfill the responsibilities of office, the Vice-President shall assume these responsibilities until the office is filled. Additionally, the Vice-President also serves as a contact for the organization

3.6.4 Secretary
The Secretary records minutes of all meetings and is responsible for conducting general correspondence on behalf of MCNO, and for maintaining the files of the organization.

3.6.5 Treasurer
The Treasurer maintains the organization’s checking account at the federally insured financial institution approved by the Board, and the organization’s financial records. Additionally, the Treasurer is responsible for preparing a monthly financial report for the Board, and an annual budget to be approved by the Board. Checks are to be signed by the Treasurer in accordance with the annual budget or as approved by the Board. Fiscal year is to be the same as the calendar year.

3.7 Committees
The Board, at its discretion, may create permanent and/or ad hoc Committees. Committees, chaired by an Officer or Director and composed of MCNO members and other interested parties, are the primary means by which the work of MCNO should be accomplished.
Committee chairs are authorized to speak on behalf of MCNO with regard to matters concerning the committee. Committees may address general issues across the neighborhood or geographic areas within the neighborhood. Committees should establish their own meeting schedule and means of communication and report to the Board regularly.

3.8 Conflict of Interest
Directors must reveal any direct or indirect conflict of interest in any financial, zoning, or development proposal prior to a vote. Directors with a conflict of interest may not vote on the proposal. Voting on a proposal when one has a conflict of interest shall result in immediate removal from the Board.

3.9 Liability of Directors and Officers
Directors shall not be liable to MCNO or its members for money
damages except to the extent that it is proved that the Director actually received an improper benefit or profit; or a judgment or other final adjudication is entered based on a finding that the person’s action or failure to act was the result of deliberate dishonesty or was committed in bad faith.

3.10 Actions Requiring Board Vote
No Officer or Director may commit MCNO funds, otherwise allocate MCNO resources, or take an official position on behalf of MCNO on an issue affecting Mid-City without first receiving authority by a vote of the Board of Directors.

4. MEETINGS

4.1 General Membership Meetings
General membership meetings are to be held at least quarterly with reasonable notice of the time, place, and with the agenda of each meeting published in advance.

4.1.1 Voting
Unless otherwise noted, all decisions made by the members are to be made by simple majority, that is, by vote of more than half of the eligible voters present.

4.2 Board of Directors Meetings
The Board is to meet at least quarterly at a regularly established time and place with the agenda of each meeting published in advance.

4.2.1 Emergency Board of Directors Meetings
Emergency Board meetings may be called by any one (1) Officer or three (3) Directors with reasonable notice provided to each Director.

4.2.2 Email Votes
Any Director may make a motion for an email vote. For email votes, all Board members are considered present and able to vote, therefore, a simple majority of all current board members is needed for the motion to carry.
Such motions for email voting must be sent to the MCNO Board email. The body of the email shall include a discussion of the issues, the Board member’s position, the proposed motion, and an explanation of why an email vote is necessary and appropriate.
After the motion for an email vote is made, there will be a two (2) business day discussion period before a vote is called. Directors will then have one (1) business day to reply to the email in support, opposition, or abstaintion. Directors need not wait until the third day to cast their vote, however.
The Secretary shall record the results of all email votes and note them in the Minutes of the next Board meeting.
If a Board member will be unable to review email routinely (i.e. during a vacation) they must notify the email discussion group with dates they are not available and they will be excluded from any votes that come up during that period.

4.2.3 Democratic Principles
Except as these Bylaws otherwise provide, all meetings shall be conducted according to The Democratic Rules of Order.

4.2.4 Voting
Unless otherwise noted, all decisions by the Board are to be made by simple majority, that is, by vote of more than half of the Directors present.

4.2.5 Quorum
A majority of the Board must be present at a meeting to establish a quorum for a vote. When a Board member will be absent from a Board meeting, he or she may give an attending Board member his or her written proxy, allowing the proxy to vote on the absent Board member’s behalf. Blanket proxies count towards the quorum. If, however, the written proxy is instead limited to (a) certain issue(s), the proxy only counts towards the quorum for the specific issue addressed by the proxy.

4.2.6 Meeting Attendance
Directors must attend (or be excused from attending) at least 75% of Board meetings per year.

4.3 Meetings Public
General Membership Meetings are open to anyone who wishes to attend. Board of Directors meetings are open to all MCNO members. Meetings and records of finances, membership, and minutes of MCNO meetings shall be open to inspection by any member.

5. CHANGES TO BYLAWS
These bylaws may be changed by a two-thirds (2/3) vote of the Board and a vote of the majority of the Membership present at a general membership meeting or by majority vote of the entire Membership conducted via mail or electronic mail referenda. Notice of a change to the bylaws must be published at least fourteen (14) days prior to a vote by the Membership and the notice must include a summary of changes. The Board may approve policies which extend or clarify these bylaws as long as they do not alter or contradict the bylaws themselves.

6. STANDING RULES
Standing rules are the procedures or general policies not included in MCNO’s bylaws. They cannot be in conflict with the bylaws. Unlike bylaws, standing rules can be changed or amended at any time, with a majority vote of the board. When the MCNO board adopts or changes rules, they will be posted here.

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Existing MCNO Bylaws
Approved by Membership November 2009

Name & Purpose: The Mid-City Neighborhood Organization (MCNO) is dedicated to improving the quality of life for all residents of Mid-City New Orleans.

Boundaries: Pontchartrain Expressway to City Park Ave., to N. Carrollton Ave., to Orleans Ave., to Broad St., to the Pontchartrain Expressway. The Board may define Areas of Emphasis within these boundaries or Areas of Interest adjoining these boundaries.

Membership: MCNO shall actively recruit members throughout the community and strive to achieve a membership which reflects the diversity of the Neighborhood. Membership is open to all who care about the Mid-City Neighborhood. Membership dues shall be established by the Board. Dues may be waived by the Communication & Outreach Coordinator in cases of economic hardship or to honor extraordinary service to the community. Membership can be denied or revoked (and refunded) by a vote of the Board. Current members are entitled to submit proposals for a vote at any general membership meeting. Membership votes shall be conducted at a general membership meeting or by mail or electronic mail referenda.

Meetings: General membership meetings are to be held at least quarterly with the fourth quarter’s meeting to be held in December. The Board is to meet monthly at a regularly established time and place. Emergency Board meetings may be called by any Officer or three Directors. Board meetings are open to all MCNO members. Except as these Bylaws otherwise provide, all meetings shall be conducted according to The Democratic Rules of Order. Notice of all general membership meetings must be published at least seven days prior to the meeting date by means generally accessible to the membership.

Democratic Principles: Unless otherwise noted, all decisions are to be made by simple majority, that is, by vote of more than half of the eligible voters present. Meetings and records of finances, membership, and minutes of MCNO shall be open to inspection by any member.

Board of Directors: The Board is composed of Directors elected by the Membership. Directors address specific issues to improve quality of life in the neighborhood. There are two types of Directors: Officers and Zone Captains; these are further defined below. The Board shall have at least seven (7) and no more than nineteen (19) members. Directors serve without compensation but may be reimbursed for reasonable documented expenses on behalf of MCNO.

Election Procedures: Elections are held at the December general membership meeting. Nominations are made at the November Board meeting or at the December general membership meeting. Candidates must be a member at the time of election and must reside within the organization’s boundaries. Vacancies may be filled for the remainder of the term at any general membership meeting.

Meeting Attendance: Directors must attend (or be excused from attending) at least eight monthly  Board meetings per year. Upon the fourth unexcused absence, the member is automatically removed from the Board.

Quorum: A majority of the Board must be present at a meeting to establish a quorum for a vote. Written proxy votes are allowed but only count toward a quorum for the specific issue addressed by the proxy.

Removal: A Director may be removed by the vote of two-thirds (2/3) of the Board of Directors or by majority vote of the Membership present at a general membership meeting.

Terms: Directors serve for two years. Directors may be elected to serve more than one term. Terms shall be staggered such that approximately half the Board shall be elected each year.

Officers: Officers are elected Mid-City wide, and their roles are designated by the Board following the election. Officers conduct the business of the organization. No person may hold more than one office simultaneously. President, Chairperson, Vice President, Secretary and Treasurer also serve as a Subject Matter Expert for at least one designated key area of influence. The key areas of influence are agreed by the Board of Directors annually at their first meeting. In general, examples of key areas of influence are:

Security/Crime Prevention
Housing Preservation (Blight, Demolitions & HDLC)
Housing Revitalization (Rebuilding Together, Operation Comeback, developers)
Code Compliance (Safety & Permits)
Zoning (CPC, BZA matters)
Greenspace
Education

President: Serves as the primary contact and representative for the organization. The President prepares Board meeting agendas with the Chairperson. Oversees activities of the Vice-President, Secretary, Treasurer and Membership Coordinator. In the absence of the President, the Chairperson presides over a meeting. The President is authorized to sign checks in accordance with the annual budget or as approved by the Board after receiving verbal approval of the Treasurer or the Chairperson.

Chairperson: Presides over all meetings and assists the President as required. Prepares Board meeting agendas with the President. Serves as a contact and representative for the organization.

Vice President: In the absence of the Chairperson and President, the Vice President presides over a meeting. The Vice President serves as a contact for the Organization. If the President or Chairperson is unable to fulfill the responsibilities of office, the Vice-President shall assume these responsibilities until the office is filled.

Secretary: Records minutes of all meetings. Responsible for conducting general correspondence on behalf of MCNO, and for maintaining the files of the organization. With the Membership Coordinator, conducts elections at general membership meetings.

Treasurer: Maintains the organization’s checking account at the federally insured financial institution approved by the Board, and the organization’s financial records. Responsible for preparing a monthly financial report for the Board, and an annual budget to be approved by the Board. Checks are to be signed by the Treasurer in accordance with the annual budget or as approved by the Board. Fiscal year is to be the same as the calendar year.

Communications & Outreach Coordinator: Shall be responsible for the website, e-blasts, and newsletter and for maintaining accurate and up-to-date membership rolls, setting membership goals, conducting membership drives, and designing membership forms. The Communications and Outreach Coordinator shall facilitate communication with the Membership and, with the Secretary, conduct elections at general membership meetings. Membership lists cannot be distributed without prior Board approval, and can never be sold or used for the gain of an individual or business.

Fundraising & Events Coordinator: Shall be responsible for developing and implementing events. Responsible for meeting the overall fundraising goals of the organization through fundraising events and grant writing.

Zone Captains: Zone Captains are Directors elected by vote of the membership residing within the boundaries of their Zone, as depicted on the Zone Map. The Zone Captain builds the capacity of members and volunteers within their Zone, and prioritizes the needs and concerns of their Zone through effective, routine communication and outreach. The Zone Captain represents their Zone in Mid-City wide decisions, and raises issues to the Board as needed. The Zone Captain also sits as a committee member on at least one designated key area of influence.

Committees: Committees, chaired by an Officer or Director, and composed of MCNO members and other interested parties, are the primary means by which the work of MCNO shall be accomplished. Committee chairs are authorized to speak on behalf of MCNO with regard to matters concerning the committee. Committees may address general issues across the neighborhood or geographic areas within the neighborhood. Committees should establish their own meeting schedule and means of communication and report to the Board regularly.

Conflict of Interest: Directors must reveal any direct or indirect conflict of interest in any financial, zoning, or development proposal prior to a vote. Directors with a conflict of interest may not vote on the proposal. Voting on a proposal when one has a conflict of interest shall result in immediate removal from the Board.

Liability of Directors and Officers: Directors shall not be liable to MCNO or its members for money damages except to the extent that it is proved that the Director actually received an improper benefit or profit; or a judgment or other final adjudication is entered based on a finding that the person’s action or failure to act was the result of deliberate dishonesty or was committed in bad faith.

Changes to Bylaws: These bylaws may be changed by a two-thirds (2/3) vote of the Board and a vote of the majority of the Membership present at a general membership meeting or by majority vote of the entire Membership conducted via mail or electronic mail referenda. Notice of a change to the bylaws must be published at least fourteen (14) days prior to a vote by the Membership and the notice must include a summary of changes. The Board may approve policies which extend or clarify these bylaws as long as they do not alter or contradict the bylaws themselves.