The bylaws set forth herein, approved as revised 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.
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.
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.
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.
Directors serve without compensation but may be reimbursed for reasonable documented expenses on behalf of MCNO.
3.3 Election Procedures
Board of Directors elections is 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.
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.
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 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.
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.
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.
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
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.
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.
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.
4.1 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.
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.
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.
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.