Savannah Downtown Neighborhood Association
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BY-LAWS

OF

THE DOWNTOWN NEIGHBORHOOD ASSOCIATION OF SAVANNAH, GEORGIA, INC.

ARTICLE I

NAME

The name of the association shall be The Downtown Neighborhood Association of Savannah, Georgia, Inc., and for the sake of brevity and convenience shall be referred to herein as the “D.N.A.”

ARTICLE II

PURPOSE

The D.N.A. shall be a non-profit, incorporated entity, and its purpose shall be to promote in such ways and by such means as may seem appropriate to the members thereof, the general welfare of residents.  The “general welfare” shall include but not be limited to all matters affecting the standards of health and safety in the Landmark Historic District and periphery of Savannah, Georgia, the maintenance of its unique architectural environment, the quality of life therein and the encouragement of the restoration movement.

ARTICLE III

MEMBERSHIP

  • a)             Any reputable individual or family interested in the purposes of the D.N.A., as stated in Article II hereof, shall be eligible for Membership therein upon the payment of annual dues as the Board of Directors shall determine.
  • b)             Any reputable commercial, industrial, or charitable organization may become an institutional member of the D.N.A. upon payment of annual dues as the Board of Directors shall determine.
  • c)             Nothing contained in sub-­‐paragraphs (a) or (b) hereof shall impose upon the D.N.A. any limitation upon its authority to raise revenue for any purpose compatible with the purposes of the D.N.A. set forth in Article II hereof by any means deemed appropriate and proper by the Board of Directors of the D.N.A.
  • d)             To be a member of the general membership of the D.N.A. in good standing requires the payment of the current dues and participation in the D.N.A.’s activities.

ARTICLE IV

OFFICERS AND EXECUTIVE COMMITTEE

The D.N.A. shall have as its governing and executive officers, the following:

  • ·      President
  • ·      Vice President
  • ·      Secretary
  • ·      Treasurer
  • ·      Communications

The foregoing officers shall also serve as the Executive Officers of the Board of Directors of the D.N.A. They and other members of the Board of Directors shall be elected by general membership at the annual meeting. Vacancies on the Board may be filled by appointment by the existing board members. Voting Board membership shall not exceed sixteen (16) persons.

The President shall serve as the chairman of the Board of Directors.

ARTICLE V

NOMINATIONS

  • a)             The President, with the concurrence of the Board of Directors, shall appoint a Nominating Committee in March of each year. Any member of the D.N.A. in good standing may serve on the Nominating Committee which shall consist of at least three members, preferably including at least one person who is not currently serving on the Board in any capacity.  The Nominating Committee will solicit nominations from the General Membership six weeks prior to the May meeting.
  • b)             Subject to the provisions of Article VII any member of the D.N.A. in good standing is eligible for nomination to any position. The Nominating Committee shall announce a slate of officers and present this slate to the General Membership two weeks prior to the May meeting.

ARTICLE VI

ELECTIONS

Nominees selected by the Nominating Committee and the general membership for the positions of officers and other positions on the Board of Directors in accordance with the provisions of Article V above shall be elected at the annual meeting of the general membership. The election shall be by a majority vote of the members in good standing, present and voting at such meeting. Those elected will take office after the election.

ARTICLE VII

OFFICERS AND BOARD OF DIRECTORS

  • a)             The Executive officers referred to in Article IV above shall hold office for one (1) year. All officers are eligible to succeed themselves for no more than five (5) subsequent one (1) year terms so that no officer may serve more than a total of six (6) consecutive years. Following a one-year absence from the Board an individual is again eligible to serve on the Board for no more than six (6) consecutive years. At that point a one (1) year absence from the board is again required. EXCEPTIONS:In the unlikely event an essential position remains unfulfilled, a Board member may continue to serve until a qualified replacement is selected by the Board. Essential positions include all five (5) Executive Officers, Holiday Tour of Homes chair, and Events Chair.
  • b)             The President shall preside over the Board, and over all meetings of the general membership. The President shall be the chief executive officer of the D.N.A. and shall have general and active management thereof.
  • c)             The Vice-President shall assist the President in the discharge of his/her duties and shall assume the responsibilities and duties of the President when the President is not available to perform those duties. Unless otherwise determined by the Board of Directors, the Vice-­‐President shall also serve as Chairperson of the Program and Development Committees.
  • d)             The Secretary shall maintain suitable minutes and other appropriate records of the meetings of the Board of Directors, and the general membership and shall assist the President in the preparation of letters, notices and such correspondence as may be necessary in the President’s discretion to further the goals and purposes of the D.N.A.
  • e)             The Treasurer shall be responsible for the day-to-day financial affairs of the D.N.A., funds and any of the property, real or personal, belonging to the D.N.A., shall maintain such bank accounts as the Board of Directors shall direct, shall maintain true and proper accounts of all receipts and disbursements of all moneys of the D.N.A., and shall be prepared to furnish an accounting thereof at least quarterly.  The Treasurer shall neither make nor issue any check over $5,000.00 without prior approval of a majority of the Board of Directors and the co-­‐signature of the President of the Board of Directors or the Vice-President duly serving in the President’s stead.
  • f)              The DNA Communications Chair shall be responsible for the written and digital communication with the general membership and public as well as the media and public relations functions of the organization.
  • g)             The annual terms of office for all officers elected at the annual meeting shall run from adjournment of the said meeting to the conclusion of the next annual meeting. If for any reason the election of officers is not held at the annual meeting their annual terms shall expire one year from the date they were elected.
  • h)             Vacancies in the Executive Committee and on the Board occurring during the year will be filled by a majority vote of the Board.  Appointments to fill a vacated Executive position for more than six months will count as one year toward the maximum six years of continuous service in that position.

ARTICLE VIII

COMMITTEES

The Board of Directors may in its sole discretion appoint Standing Committee(s) or Special Committee(s) as they may deem advisable. Chairpersons for such Committees shall be selected and appointed by the Board of Directors.  These Chairpersons, and anyone appointed to represent the Downtown Neighborhood Association on various external Boards or Committees, serve as non-voting advisory members to the Board of Directors.

ARTICLE IX

ASSETS

The D.N.A. shall be authorized and empowered to receive or to acquire from time to time, either real or personal property of any nature and hold title to any such property in its name. Any such properties so acquired and held (other than annual dues or cash receipts as contemplated by Article III hereof) shall not be disposed of except upon the majority vote of the board.

ARTICLE X

MEETINGS

Meetings of the general membership of the D.N.A. shall be held at least six (6) times annually. The President, with concurrence of a majority of the Board of Directors, shall determine the date upon which such meeting shall be held, and shall advise the general membership accordingly. Special meetings of the general membership may be called by the President whenever, in his or her judgment, it shall be in the best interests of the D.N.A. to do so or when otherwise required by other provisions of these Bylaws. Notice of special meetings shall be furnished to the general membership as promptly as circumstances allow.

The Board of Directors shall meet at the pleasure of the President but in no event less frequently than six (6) times annually. At all meetings of the general membership as a whole, a quorum shall consist of five percent (5%) or 30 members of the general membership, whichever is less.

ARTICLE XI

RULES OF PROCEDURE

The D.N.A. shall rely upon Robert’s Rules of Order as authoritative in all matters of Parliamentary Procedure in the conduct of its meetings and other regular business, and the President may in his discretion appoint a Parliamentarian, to render advice and counsel in such matters.

A quorum for the Board requires a minimum of 9 Voting Board members.  All issues requiring a vote must have a majority of Voting Board members for passage.  Electronic voting is an acceptable alternative to attendance voting.

ARTICLE XII

FISCAL YEAR

The Fiscal and Membership year of the D.N.A. shall be from January 1 to December 31.

ARTICLE XIII

AMENDMENTS

These By-Laws may be amended in any regard by the affirmative vote of two-thirds (2/3) of the general membership present at any regular meeting of the membership, provided that:

 

  • 1)             The proposed amendments have been posted on the D.N.A. website for at least 10 days before the meeting, and
  • 2)             The members have been notified that a vote on amendments will be on the agenda.

If a membership meeting is not convenient, the proposed amendments must posted on the D.N.A. website, and all members notified and advised how to vote by email or regular mail, at least ten days before votes are counted.  An affirmative vote of two-thirds (2/3) of the members responding will be required for approval.

Last Revised: April 27, 2017

Submitted by the D.N.A. Executive Committee 


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