Association By Laws

2016 AMENDED BYLAWS – HISTORIC GERMANTOWN NEIGHBORHOOD ASSOCIATION
A. IDENTIFICATION 
1. Name
The name of the corporation shall be Historic Germantown Neighborhood Association(HGN).

2. Boundaries
The Germantown neighborhood is that sector of Nashville, Davidson County, Tennessee bounded on the south by the northern border of Jefferson Street, on the west by the eastern border of Rosa L. Parks Boulevard, on the east by the Cumberland River, and on the north by the southern border of Hume Street, the Magdeburg spur of the greenway and the southern edge of the Metro District property. The boundaries of the neighborhood may be further changed by action of the Board of Directors (Board).

3. Principal Office

HGN’s principal office shall be at such place within the boundaries of the Germantown neighborhood, Nashville, Tennessee as may be designated by the Board.
B. PURPOSES 
1. Primary Purposes
HGN is formed and will operate as a non-profit organization within the meaning of Section 501(c) (3) of the Internal Revenue Code. HGN is a membership-based association created to accomplish and promote the organization’s Vision, Mission, and Core Values:
To preserve the historic architecture and urban character of the area within Germantown’s boundaries;
To promote social and economic diversity within Germantown’s boundaries;
To guide future development within Germantown’s boundaries;
To foster a strong sense of community within Germantown’s boundaries and the surrounding communities so as to improve residents’ quality of life.
To engage in any charitable activities that will accomplish the purposes set forth above.

2. Additional Purposes
To accomplish any other purposes as may be approved by the membership of HGN through amendment of these bylaws which are consistent with section B.3.

3. Prohibited Activities
HGN shall not engage in any political activity as prohibited by the Internal Revenue Service for entities such as HGN.

C. MEMBERSHIP 
1. Qualifications
Membership in HGN shall be open to all residents, property owners and business owners within the boundaries of Historic Germantown. No person shall be denied membership in HGN because of race, color, national origin, sex, religious belief, gender, age, sexual orientation, economic status, or disability.

2. Application
The membership application form shall be as prescribed by the Board.
The membership fee, if any, shall be as prescribed by the Board.
Any membership directory published by HGN shall be used solely for conducting HGN business and shall only be made available to HGN members.
HGN members are prohibited from redistributing information contained in the membership directory unless authorized to so in writing by the Board.

3.  Associate Membership
Non-residents who support the purposes of HGN as set forth above.
Organizations recognized as 501(c)(3) charitable entities that support the purposes of HGN.
Applicants must submit an application and pay a membership fee, if any, in such form as the Board may prescribe.
Associate membership shall include all privileges except voting and holding office.
Should an associate membership application be denied, the Board shall notify the applicant in writing stating the reasons for said denial.

D. BOARD OF DIRECTORS 
1. Effective Date: The Board shall take office January 1 of each calendar year.

2. Size: The Board shall consist of nine (9) Directors.

3. Terms
Directors shall serve a three year term.
No Director may serve more than two (2) consecutive three year terms.
Staggered terms shall be implemented so that the three year terms of one third of the Directors expire each year.
The outgoing President may serve on the Board in an ex-officio, non-voting capacity for the year following his/her term as President.

4. Voting
A majority of the Board shall constitute a quorum for the transaction of business.
The act of the majority of the Directors present at a meeting at which a quorum is present shall be the official vote of the Board.

5. Vacancies
A Director may resign by submitting a written resignation to the President which shall become effective upon acceptance by the Board.
Vacancies shall be filled by the Board.
A Director elected to fill a vacancy shall serve for the unexpired term of his/her predecessor, and may serve up to two additional three year terms if elected by the membership.

6. Removal of a Director
Causes
Three (3) unexcused absences during one year.
Conviction of a felony.
Actions inconsistent with the purposes of HGN as set forth in Section B.1.
Removal of a Director requires a majority vote of the Board or a 2/3 vote of members present at any special meeting specifically called for this purpose.

E. BOARD AUTHORITY AND RESPONSIBLTY
1. Authority
Govern the activities, affairs, business, and property of HGN;
Determine the policies and procedures of HGN except as set forth in the by-laws;
Exercise absolute discretion in the disbursement of funds and management of assets;
Authorize any officer(s) or agent(s) to enter into contracts or execute any instruments in the name of HGN;
Accept any contribution, gift, bequest or device for the purposes of HGN listed in section B.1.

2. General Board Responsibilities 
Election of Officers
Directors shall elect officers at the first meeting of the Board.
Officers shall hold office for a one year term.
Any officer may be removed from office by a majority vote of the Board.
Budget and Finance
The outgoing Board will present a proposed operating budget for the next fiscal year at the Annual Membership meeting.
No later than the February meeting, the Board shall adopt the budget of the outgoing Board or adopt its own revised Budget.
The fiscal year shall begin on the first day of January and end on December 31.
Any expenditure exceeding $500 must have prior Board approval for payment
and be signed by the individuals designated by the Board.
All HGN funds shall be deposited promptly in Board accounts.
Records
Maintain complete and accurate records of membership and Board meetings.
Keep a complete and accurate membership roll.
HGN financial records shall be open at all times for examination or audit as the Board shall order.
At the end of each year, board members shall provide to the Secretary for inclusion in the Germantown Archive (housed at the Metro Archives) copies of all reports, activities, and correspondence prepared by them or their committees during that year.
Committees and AgentsThe Board shall establish standing committees or ad hoc groups, and employ and engage such personnel to promote the purposes of HGN.

Standing committees shall submit monthly reports to the Board.

Nominating Committee

In October, the Board shall appoint no fewer than two (2) and no more than four members of HGN to nominate candidates for upcoming vacancies on the Board.

The immediate Past President shall serve as chairman of the Nominating Committee. If the immediate Past President is unable or unwilling to serve, then the Board shall select a Chairman.

The Board shall notify the HGN membership of the slate of nominees no later than 10 days before the Annual Membership Meeting.

3. Officer Responsibilities

a. President

Preside at all meetings of the membership and Board.

Direct and represent HGN in all business.

Appoint standing and ad hoc committees as directed by the Board.

b.  Vice-President

Execute the duties of the President in the President’s absence or in the event of his/her inability or refusal to act.

Serve as or appoint an Ombudsman for the Association.

c.  Secretary

Keep the minutes of the Board, Annual Membership, and special meetings and make them available to the membership. (Minutes are housed in the Germantown Archive, housed at Metro Archives.

Ensure that proper meeting notifications occur.

Serve as custodian of HGN records.

Maintain an accurate list of voting members.

Perform such other duties as may be assigned by the President or the Board.

File yearly records in the Germantown Archive (housed at Metro Archives).

d. Treasurer

Act as custodian of HGN funds.

Keep a full and accurate account of receipts and expenditures;

Make disbursements as authorized by and as per the policy of the HGN Board.

Present a monthly statement to the Board.

Provide the Board with an annual accounting of the year’s receipts and expenditures.

 

F. MEETINGS

1. Annual Membership Meeting

The annual meeting shall be held in November of each calendar year at a place and date determined by the Board.

Purposes

Elect individuals to serve on the Board of Directors for the following year.

Present a financial report of HGN activities for the current year.

Transact such other business as may come before the meeting.

Voting

Members of HGN present at any membership meeting shall be entitled to one vote on items submitted to a vote of the membership.

A majority of those members present at any meeting shall constitute a quorum.

No member shall vote by proxy at any meeting.

Notice

Notice of all membership meetings shall state the location, date, and time of said meeting and be distributed to each member no less than ten days before the meeting.

Special Meetings

Special meetings of the membership may be called by the President or by any four Directors or by written request of not less than one-fifth of the voting members.

 

2. Board Meetings

The first meeting of the Board shall be held on the second Monday of January.

The Board shall meet on the first Monday of each month. If the regular meeting date falls upon a holiday, the meeting of the Board of Directors shall be held on the following Monday.

Board meeting shall be open to the public.

Membership shall be notified of the location and time of the regular Board meetings.

e.   Special Meetings

Special meetings of the Board of Directors may be called by the President or any four Directors.

Notice of Special Meetings shall be given at least one day prior thereto either orally or in writing to each Director. The Board is not required to notify the membership of Special Board meetings, but may do so by email or through social media.

DISSOLUTION

HGN may be dissolved by a two-thirds vote of the membership. In the event of dissolution, HGN assets after payment of all indebtedness, obligations and cost of dissolution shall be distributed by action of the Board for one or more tax exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

 

 

H. AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a two-thirds majority of the members present at the annual membership or any special membership meeting. HGN membership must be notified of any proposed changes at least ten days prior to such meeting.

 

 

RULES OF ORDER

Matters not covered herein shall be covered by Roberts Rules of Order for small groups.

Adopted March 14, 1990

Amended November 13, 1999; November 13, 2003; November 9, 2009; June 6, 2016

 

Copyright © 2016 Historic Germantown. All rights reserved.

2016 Amended Bylaws – Historic Germantown Neighborhood Association