Article I – Name

The name of the Organization shall be the Neighbors of Schenley Park. It shall be a non-profit Organization (501 C 3). The boundaries of the Organization are as follows:

Article II – Purpose

• Protect the health, welfare and safety of Schenley Park residents
• Improve the natural beauty of the area
• Promote the interests of residential property owners
• Provide a forum for the expression of ideas
• Disseminate information
• Encourage the participation of residents in their community

Article III – Membership

Section 1 – Qualification. Membership is open to all living persons who own property, or reside in Schenley Park, and who are willing to promote the purposes of the Organization.

Section 2 – Manner of Admission. Each application for membership must be accompanied by one (1) years dues in advance. Dues are set at $30.00 per calendar year. Subsequently, annual dues shall be determined by a majority vote of the Board of Directors. Any increase of dues by more than 10% has to be approved by a majority vote of the membership present at the meeting where that is discussed.

Section 3 – Classes. There shall be two classes of membership:

• Voting Members: All persons who own residential property in Schenley Park.
• Associate Members: All businesses and all persons who reside in, but do not own property in, Schenley Park. Associate members shall not be entitled to vote.

Section 4 – Application for membership shall be made to the Membership Chair. The Membership Chair then presents all applications to the Board.

• A membership drive will take place each November. All properties will receive an application.
• Applications will be taken at any time of the year and approved by the Board on a monthly basis.
• Membership dues must be paid in full at the time of application. Dues will not be prorated.

Section 5 – Termination of Membership

• A member shall cease to be a member of Neighbors of Schenley Park if:
• Such member resigns by giving notice in writing to the Organization; or
• Such member fails to pay dues; or
• The Board shall vote to terminate the membership of such member on the grounds that such member has ceased to be qualified and eligible; or
• A majority of members vote to terminate a membership by a special vote called for that specific purpose.
• A terminated member will not receive a refund of dues paid for the current year.

Section 6 – Default of Dues and Termination of Membership

When any member is in default in the payment of dues for a period of two months from the beginning of the period in which such dues become payable, the following action will occur: The member will receive final email notification, at the member’s last known email address, of the dues nonpayment, and if the dues are not received within 20 calendar days thereafter, that membership is automatically terminated.

Section 7 – Privacy
The list of past and current members is private and will not be distributed to any member or non-member.

Article IV – Officers

Section 1 – Every Voting Member in good standing is eligible to run for office. Nominations will be made 2 months prior to the general membership meeting in September.

Section 2 – The Officers will be the President, Vice President for Membership, Vice President for Community Interests/Government Affairs, Secretary and Treasurer.

Section 3 – Each officer will serve for a period of two (2) years. Terms will be staggered; with the President and Treasurer elected one year and the Vice Presidents and Secretary the second year.

Section 4 – Duties

President

• Preside at all meetings of the membership and the Board of Directors.
• Appoint all committees and committee chairpersons, subject to the approval of the Board of Directors.
• Be the primary spokesperson for the Organization.

Vice President for Membership

• Preside at all meetings in the absence of the President.
• Assume the full duties and powers of the President in his/her absence.
• Maintain a current membership list at all times.
• Collect all dues (in conjunction with the Treasurer).
• Send dues renewal notices.

Vice President for Community Interests/Government Affairs

• Deal with aspects and issues of federal, state, and local government affecting the Schenley Park area.
• Seek ways to enhance the beauty of the area covered by the Organization as approved by the Board, including seeking grant funding for neighborhood improvement projects
• Act as liaison between the Organization and those federal, state, and local agencies responsible for implementing the neighborhood charrette.

Secretary

• Keep an accurate record of all official Organization meetings and Board meetings.
• Carry out all Organization correspondence at the direction of the President.
• Send out notices/agenda of regular Board meetings at least five (5) days prior to the meeting date, at the direction of the President.

Treasurer

• Be the custodian of all Organization funds.
• Report on all accounts.
• Pay bills.
• Maintain a current, itemized account of all receipts and disbursements.
• Work with the Vice President for Membership on the collection of dues.
• Be responsible for all applicable government reports, including but not limited to, annual incorporation renewal.
• Section 5 – Replacement of Officers
• Whenever a vacancy exists, whether by death, resignation or otherwise, the vacancy shall be filled at a regular or special session of the Board of Directors.
• Any person appointed to temporarily fill the remaining term of office or elected to fill the vacancy of the office shall have the same qualifications as were required of the individual whose office was vacated.
• The position which was temporarily filled will be up for election during the next election period (regardless of the yearly election rhythm as noted in Section 3 of this Article).

Article V – Board of Directors

Section 1 – Composition, term and responsibilities. In addition to the Officers, the Board of Directors will consist of one chairperson from each of the committees below. The term of a Board member is one year.

• Special Events: Ensure that the following annual and such other special events as approved by the Board take place: Halloween, Holiday Party, Art in Schenley Park, and National Night Out.
• Crime Watch: Maintain an active Crime Watch including but not limited to the area covered by this Organization. The Committee will make recommendations to the Board concerning matters of security, safety and crime reduction in the areas of the Organization.
• Hospital Liaison: Maintain relations between Miami Children’s Hospital and area residents. The committee will also work with the hospital to pursue funding opportunities beneficial to both the hospital and the neighborhood.
• Legal: Research and give guidance to the Board on all legal matters. The Committee shall not represent the Organization.
• Awards: Recognize Schenley Park residents for a variety of reasons as decided by the Board – for example: Best Halloween Decorations, Most Beautiful Garden, etc.
• Newsletter: Create a quarterly newsletter to inform neighbors of important happenings/events.
• Website: Create and maintain our website.

Section 2 – Duties

• Attend monthly Board Meetings.
• Conduct the business of the Organization.
• Execute all legal papers, approve all bills over $100 and review all matters presented to them.
• Fill any vacancy, by majority vote, in any office or directorship that occurs between election meetings.
• Set membership dues.

Section 3 – Method of Operation

• A quorum for Board of Director meetings shall consist of all Board members present at that meeting.
• A meeting of the Board of Directors may be called at any time by the President or, in his/her absence, by any successive officer or by a majority of the Board.
• Any Board member who fails to attend three (3) consecutive Board meetings shall be subject to review by the Board of Directors and, upon notification to the absentee, the Board may remove the Board member upon a majority vote of those present.
• Board meetings are open to the general membership. General members must strictly follow the agenda and can be removed if the are not doing so or being disruptive.
• Closed Board meetings can be held at the discretion of the Officers.

Section 4 – Appointments
Committee members are appointed by the President with the approval of the Board. The members of a committee may elect or the Board may appoint the chairperson of a committee.

Section 5 – Vacancies
Vacancies on any committee may be filled by the Board of Directors, with or without a vote of the membership.

Section 6 – Action without Meeting
No physical meeting need be held by the Board of Directors to take any action required or permitted to be taken by law, provided all members of the Board shall individually or collectively consent in writing (including via email) to such action, and such written consent or consents be filed with the minutes via email of the proceedings of the Board.

Article VI – Committees

Section 1 – The Board may create standing and special committees to plan, promote and carry out activities of the Organization.

Section 2 – The Chairperson of any committee may appoint members to the committee as he/she deems necessary.

Section 3 – Each committee may adopt such rules and regulations for the meetings and the conduct of its activities as it may deem appropriate. Such rules and regulations must be in compliance with existing bylaws and governing statute.

Article VII – Removal of Officers, Board of Directors Members or General Members

• Any member may be removed for cause (nonfeasance, publicly misrepresenting the Board’s or Organizations’ position, misconduct, etc.), by a majority vote of the membership present at a regularly scheduled meeting or at a special session called for that specific purpose.
• Any Committee Member may involuntarily be removed from the committee, on which they serve, by majority vote of the committee members of that committee.

Article VIII – Meetings

Section 1 – General meetings of the membership shall be held at least two (2) times per year upon reasonable notification to the members. The Board will target September and February for meetings.

Section 2 – Special meetings of the members may be called by the President or a majority of the Board members.

Section 3 – The Board may designate any place within the State of Florida, unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting.

Section 4 – Quorum
Unless otherwise provided by law or the Articles of Incorporation, action may be taken by majority vote of the number of Voting Members in good standing present at all meetings. Once established, a quorum shall exist for the duration of the meeting and all actions taken by the members shall be considered legal and binding on all members of the Organization.

Section 5 – Voting

• Voting for elections, motions, and for other matters, will be exercised by the membership at a duly called meeting wherein a quorum exists pursuant to Section 4 of this Article of these bylaws and as noticed by U.S. Mail.
• Voting Members in good standing will be entitled to vote. In the event a meeting of members is held at a designated location, members shall be entitled to vote in person or by absentee ballot.

Article IX – Elections

Section 1 – Only Officers shall be elected by the general membership.

Section 2 – Two (2) months prior to the expiration of the term of an officer, the Board shall nominate at least one (1) member, who is qualified and has agreed to serve, for each office which will become vacant. Any other qualified member of the Organization may be nominated for any office upon the presentation of a nomination petition containing the signatures of at least ten (10) Voting Members in good standing. Such petition must contain an acknowledgement by the person(s) nominated that said person(s) agrees to his/her name(s) being placed on the ballot. The petition must be delivered to the Board at least two (2) months prior to the election date.

Section 3 – Campaigning for an office shall be done centrally; all biographical information, other campaign materials, etc. shall be coordinated through the designated Elections Chair and distributed in one mailing to the general membership.

Section 4 – Only Voting Members in good standing may hold office and vote. A Voting Member is in good standing upon payment of dues, with a 60-day grace period for renewal.

Section 5 – Election of Officers shall be held at the September general membership meeting. Actual terms of office commence on the January 1st following the election.

Section 6 – Elections should be by secret, written ballot. Ballots may be returned via mail or at the elections meeting. The vote shall be counted, and the results announced, before the meeting adjourns.

Section 7 – Officers shall be elected by a majority of the Voting Members who have mailed in their ballots or have brought them to the elections meeting, upon final tally.

Article X – Books

Section 1 – Books and Records
The Organization shall prepare and maintain complete books and records which may be inspected, pursuant to Florida statute.

Section 2 – Fiscal Year
The fiscal year of the Organization shall begin on the first day of January and end on the last day of December in each year.

Article XI – Liability

Section 1 – Indemnification
The Neighbors of Schenley Park shall indemnify and hold harmless the following persons, to the fullest extent permitted by law, from and against any and all obligations, liabilities, and expenses arising from and in the course of the performance of their assigned duties: Organization elected Officers, Board members, committee members, duly constituted officials, appointees, agents, and Organization employees.

Section 2 – Liability
No Officer, Board Member, Committee Member or other appointed agent of the Organization, shall be held individually or personally liable unless their action(s) were in willful knowing violation of Florida Statute and/or their action(s) result in knowing and willful breach of fiduciary responsibility to the Organization and its members.

Article XII – Compensation

No member shall receive compensation from the Organization; however, members may be reimbursed reasonable out-of-pocket expenses for carrying out duly assigned official duties on behalf of the Organization. Such expenses must be substantiated by receipts and reimbursement must be approved by the Board of Directors. Reimbursement of actual expenses may be allowed upon approval of the Board of Directors. Written and specific approval in advance of engaging in any activity that will result in any reimbursable expense must be obtained from the Board of Directors, otherwise there will be no reimbursement.

Article XIII – Bylaw Amendments

All suggestions as to revisions of Bylaws shall be presented to the Board. Proposed changes must be approved by a majority of the membership present at either a general meeting or a special meeting..

Article XIV – Parliamentary Authority

“Robert’s Rules of Order Revised” shall govern the proceedings of the Organization in all cases not specifically provided for in the Bylaws.

Approved by Board Members on: June 26, 2008*

*Subject to legal review and approval.