Summary of Proposed Change:
Increase the number of Board members from 17 to 19 and move from a completely Function-based organization to a Matrix organization, defined by a combination of geographic & functional responsibilities.
The goal of this change is to increase our capacity and effectiveness while empowering the smaller neighborhoods within our neighborhood. The new structure lends itself to succession planning, a more equal division of labor, and a better distribution of representation within MCNO. Ultimately, it will build more members and volunteers, since residents and business-owners can focus their energies in their own immediate neighborhood.
Detailed Bylaws Change (the current Bylaws were approved December 1, 2008):
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 Coordinatorin 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)
- President Serves as the primary contact and representative for the organization. Prepares Board meeting agendas with the Chairperson. Oversees activities of the Vice-President, Secretary, Treasurer and Membership Coordinator. In the absence of the Chairperson, presides over a meeting.
- 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. 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.
- Vice-President In the absence of the Chairperson and President, presides over a meeting. 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. Commitees 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 so long as they do not alter or contradict the bylaws themselves.