BYLAWS
REVISED BYLAWS OF FRANKLIN BRIDGE NORTH NEIGHBORS INC.
Adopted May 19, 2021
ARTICLE I — NAME
The name of the organization shall be FRANKLIN BRIDGE NORTH NEIGHBORS INC. In these bylaws, it may also be referred to as FBNN.
Article II - BOUNDARIES
The boundaries of FBNN shall be the area in Philadelphia, PA bounded by I-95, 6th St, the Benjamin Franklin Bridge, and Callowhill Street.
These boundaries shall serve the purpose of demarcating FBNN’s area of focus, although FBNN may take part in activities outside of these boundaries at times.
ARTICLE III - OFFICES
The principal offices of the Corporation shall be located at 411 Vine St, Philadelphia, PA, 19106.
ARTICLE IV - PURPOSES OF FBNN
To serve as a neighborhood association addressing issues of importance to the community
To provide a forum for communication and a mechanism for service delivery
To encourage neighborhood unity and civic pride
To encourage neighborhood participation in an advisory role regarding planning, implementation, and assessment of community development issues and concerns.
To serve as a resource for information related to the neighborhood
To promote social welfare
The Corporation shall be a Registered Community Organization (RCO) in the City of Philadelphia for the purpose of community participation in municipal zoning and planning decisions affecting the geographic area within the boundaries.
ARTICLE V - MEMBERSHIP
1. GENERAL: Any individual 18 years of age and older, residing and/or owning real property within FBNN’s boundaries, and each business or non-profit operating from a physical location and/or owning real property within FBNN’s boundaries, shall be eligible for membership. Any individual, business or non-profit not meeting the above requirements can be an associate member and participate in FBNN meetings, sponsored events and participate in committees but may not serve on the board or be a voting member.
Each Member shall notify the corporation of his/her full name, address and e- mail address, which address shall be used by the corporation when transmitting electronic notices. It shall be the obligation of the Member to notify the corporation of any change in his/her e- mail address.
NON-DISCRIMINATION: No one may be denied membership in the corporation on the basis of race, creed, disability, national origin, economic status, political affiliation, gender, sexual orientation or any other protected class.
2. DUES: Membership in the Corporation shall be maintained only by the payment of annual dues according to the schedule in effect from time to time as determined by the Board of Directors. All general meetings and events are open to the public and membership is not required. Only members in the Corporation are eligible to serve on the Board of Directors. Only members in the Corporation are eligible to vote on officers elections that require a vote.
3. RIGHTS AND PRIVILEGES: Membership in the Corporation confers upon the members only such rights and privileges as are specifically granted to them by these By-Laws. Members of the Corporation shall have no right to or interest in any of the
assets or property of the Corporation.
4. MEETINGS: The membership shall meet from time to time in such place as the officers may determine, but in no event shall the members go without meeting for three consecutive months. Special meetings of the membership may be called at any time by the President and/or by written request of one-third of the membership.
All members shall have the right to attend all regular and special meeting of the Corporation to speak there, and to vote in accordance with regulations specified in these By-Laws. One or more persons may participate in a general meeting, or of the Board, or of a committee, by means of teleconference or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section shall constitute presence in person at such a meeting.
5. NOTICE OF MEETINGS: Written, electronic or oral notice of every meeting of the members shall be given to each member at least five days prior to the date fixed for the meeting unless any emergency arises. When possible, public notices of the meetings shall be posted.
6. QUORUM AND VOTING: Quorum at General Membership Meetings is the number in attendance at any publicized meeting, with a minimum of 20 members present, officers included. No proxy voting is permitted.
7. VETO OF THE BOARD: The voting membership shall have the right to veto any vote or transaction of the Board with a majority vote of that body. Upon presentation of a written petition with signatures of a majority of the voting membership, the Board shall hold in abeyance any action so questioned.
ARTICLE VI- COMMITTEES: To fulfill the mission, responsibilities, and organizational priorities set forth by the membership, the Corporation may employ a variety of formats to cultivate involvement, action, and dissemination of information including the commission of, or engagement with, the following:
a) Standing Committees: The officers of the Corporation may maintain and establish ongoing member-run committees to advise or to exercise authority as the officers shall designate. Standing Committees will operate with their own set of bylaws which also describes the scope & goals of their work, if deemed necessary by the Board of Directors.
b) Ad hoc Committees: Ad hoc committees may be chartered to conduct research, discussion, or take action on a specific item or issue for a given period of time. Such committee’s work or duration may be expanded as needed or such committee may become a Standing Committee. Ad hoc Committees may present various recommendations or reports to the Corporation and/or members. Ad hoc Committees will operate with their own set of bylaws which also describes the scope and goals of their work, if deemed necessary by the Board of Directors.
ARTICLE VII - GOVERNANCE
The Corporation shall be governed by a Board of Directors, comprised of four (4) officers and three (3) trustees, elected bi-annually in accordance with the provisions of these By-laws. The officers of the Corporation shall be a President, Vice-President, Secretary and Treasurer. All officers and trustees shall hold office until the close of the meeting at which their successors are elected. The officers and trustees will be referred to as “Directors” in these articles. Past officers can serve as trustees.
ARTICLE VIII - BOARD OF DIRECTORS
1. GENERAL POWERS: The general powers of the Corporation as set forth in the Articles of Incorporation, shall be vested in the Board of Directors. The Board shall manage and supervise the affairs of the Corporation and perform such other duties as are prescribed by law.
The Board of Directors shall not authorize the initiation of any new community programs or reverse any action taken by the general membership without prior consultation with the general membership.
Further, it shall plan the work necessary including land grants, leases, design and construction of needed or required facilities and structures. It shall investigate and study the feasibility and adaptability of programs. It shall use all organizing means to build, strengthen and accomplish the goals of the Corporation.
It shall draft all proposals and budgets, and shall receive all funds necessary to function and disburse same.
It shall make recommendations per the selection, appointment of such staff members as are necessary and required, institute research, education and evaluation of activities to increase the programs effectiveness.
It shall investigate problems and complaints, analyze factual data, programs activities in order to assess priorities, develop justification and plan program changes. It shall initiate registration with the appropriate federal, state, local and private agencies concerning acquisition of monies and resources for the institution of the service and development programs as mandated by these By-Laws.
2. TERMS OF OFFICE: Each Director shall serve a term of two years unless his directorship is vacated earlier by resignation, death, removal or otherwise. All Directors shall be eligible for re-election.
3. VACANCIES: In the event of any vacancy on the Board of Directors, through death, resignation, disqualification, increase in number of Directors, or any other reason, said vacancy shall be filled by a vote of the remaining Directors until the next annual election of Directors.
4. REMOVAL: The members or Directors of the Corporation at any regular or special meeting by a two—thirds majority vote of the membership or Board of Directors present and voting, may remove any Director with and/or without cause and fill the vacancy thus occurring in the Board.
5. MEETINGS: The Board of Directors shall meet from time to time in such place as the Board may determine, but in no event shall the Board go without meeting for three consecutive months.
Special meetings of the Board may be called at any time by the President and/or by written request of one-third of the Board of Directors. All members of the Corporation shall have the right to attend all regular and special meetings of the Board.
6. NOTICE OF MEETINGS: Written, electronic or oral notice of every meeting of the Board shall be given to each Director at least five days prior to the date fixed for the meeting unless an emergency arises. When possible public notices of the meetings shall be posted.
7. QUOREM AND VOTING: A majority of the members of the Board shall constitute a quorum for the transaction of business and the acts of a majority of Directors present at a meeting shall be acts of the Board except as otherwise specified in the By-Laws. If there is not a quorum at the meeting of the Board, no business or voting shall take place but another date shall be set for such meeting and the Board notified as herein specified. In the event that at the second meeting a quorum is not present those Directors attending in person or electronically shall be considered a quorum.
8. COMPENSATION: No member of the Board of Directors shall receive any salary for his or her services as a Director. However, Board Members may be reimbursed for actual expenses incurred by them in the performance of their duties, within the limits of the reimbursement policies set by the Board.
9. POWERS AND DUTIES: The officers of the Corporation shall, unless otherwise ordered by the Board of Directors or general membership, each have such powers and duties as from time to time may be specifically conferred by the Board or general membership.
A. THE PRESIDENT: The President shall be the chief executive officer of the Corporation. It shall be his or her duty to preside at all the meetings of the Board of Directors, and of the general membership, call for special meetings, appoint interim officers until the next board meeting where an officer other than the President
is absent, dead or disabled, and perform all other duties conferred upon him from time to time by the Board and/or the general membership. The President shall have the general and active management of the affairs of the Corporation, subject to the control of the Board and/or the membership, and shall execute or cause to be executed, all orders and resolutions of the Board.
B. THE VICE-PRESIDENT: The Vice-President shall assume the duties and responsibilities of the President in the event of the 1atter's absence, death or disability. The Vice-President shall perform such other duties as may be conferred upon him from time to time by the Board and/or membership.
C. THE SECRETARY: The Secretary shall attend and keep minutes of all meetings of the Corporation and of the Board of Directors. The Secretary shall have charge of all minute books of the Corporation, of the seal of the Corporation and any other books and papers as the Board may direct. The Secretary shall maintain a membership book containing the names and addresses of all members of the Corporation and the term of their membership. He/she shall give the required notice of all meetings of the membership and of the Board to all members, and shall perform all duties incident to the Office of Secretary.
D. THE TREASURER: The Treasurer shall be the principal financial officer of the Corporation. He/she shall keep an accurate accounting of all monies collected and expended, and shall prepare a comprehensive report of all monies received and expended as well as a balance sheet, for each membership and Board of Directors meeting.
10. BOARD ELECTIONS: The current Board of Directors shall solicit nominations for the various offices prior to the fall meeting. The nominations and seconding of the nominations from the floor shall be conducted at the regular fall membership meeting. Only members in good standing may be nominated for office. The election of officers shall be conducted at the regular fall meeting. The election of the President and the Secretary and one trustee shall be conducted in odd numbered years. The election of the Vice President and the Treasurer and two trustees shall be conducted in even numbered years.
Only members in good standing shall be permitted to vote, there shall be no voting by proxy, there shall be no write-in votes, and a majority of votes cast shall determine the election. If more than one nominee is running for an office, such election shall be held by secret ballot.
ARTICLE IX - EXECUTIVE BOARD AND POWERS OF ADMINISTRATION
Administrative power of the Corporation will be vested in an Executive Board. The Executive Board will act for, and with the advice and consent of, the general membership of the Corp. "General membership of the Corp." means the aggregate of all members.
The Executive Board will consist of the Officers of the Corp. The Executive Board will take any action deemed necessary for the governance and direction of the Corp.
The Executive Board will formulate and adopt rules and policy for the conduct of business, management, and control of the Corporation's funds and property.
The Executive Board will be the following: President, Vice President, Treasurer & Secretary
ARTICLE X: POLITICAL ACTIVITY
Neither the Board nor officers shall at any time, in any way, involve FBNN in partisan political campaign activities, nor shall they authorize or approve any officer or member to do so in the name of the Corporation.
ARTICLE XI: CONFLICT OF INTEREST
Trustees and Officers of the Board of Directors of the Corporation or members of a
committee shall avoid any appearance of or actual conflict of interest in their positions as Board Members or committee members of the Corporation. If a member of the Board or a committee has a potential conflict of interest, or is uncertain whether a conflict of interest exists, that member must disclose the potential conflict of interest to the Board (or, in the case of a committee member, to the other members of the committee). A conflict of interest exists where there is a risk that a Board or committee member’s judgment or actions regarding the business of the Corporation may be inappropriately influenced by, for example (but not limited to), the Board or committee member’s financial gain, desire for professional advancement, or the wish to benefit family or friends.
When a Board or committee member reports such conflict to the Board or relevant committee, that individual will have an option to recuse himself or herself. Failing that, the Board or relevant committee shall have the power, by a vote of the majority of the non-interested members of the Board or the committee, to require that the individual be recused.
ARTICLE XII: REMOVAL OF A BOARD MEMBER FOR CAUSE
A motion to remove any Governing Board Member for cause must be circulated to all Board Members in writing fourteen days prior to a vote on removal. During this fourteen day period, the Board Member in question has the right to respond in writing to the removal motion. A confidential ballot vote of eligible voting Board Members shall then be taken. The votes of two-thirds of eligible voting Board Members are necessary to remove the member in question, at which time the member in question shall be notified in writing of the decision. Upon removal of a Board Member, the position will be filled in accordance with vacancy provisions as stated in Article VIII, Section 3. Causes for removal are described as the following:
Inactivity or inability to perform the duties as listed in the relevant section of the bylaws
Defamation of the organization, its Board Members, or general membership
Intentional non-disclosure of conflicts of interest
Illegal activity
ARTICLES XIII — ADOPTION AND AMENDMENT OF BY-LAWS
These By-Laws shall be adopted and may be amended by a two- third majority vote of the membership in attendance at two consecutive membership meetings.
ARTICLE XIV - PARLIMENTARY PROCEDURES
Robert's Rules of Order shall apply to the conduct of all meetings of the Corporation.
ARTICLE XV- FISCAL YEAR
The Corporation’s fiscal year will run from July1 - June 30.
Article XVI - DISSOLUTION
Upon the consent of 75% of the general membership voting in a general meeting or in the complete absence of any duly elected officers, the remainder of the Board may petition for the dissolution of the organization.
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) 3 of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.