ARTICLE I NAME

The name of the Corporation shall be the Beechmont Neighborhood Association (BNA).

ARTICLE II PURPOSE

The purpose of the BNA shall be the furthering of the neighborhood good by consideration and implementation of programs and projects for that good.

ARTICLE III GOALS

The goals of the BNA shall be:

• To unite property owners, tenants, business people and others interested in furthering the good of the neighborhood.
• To encourage civic improvements.
• To promote community activities and interests of an educational and civic nature.
• To encourage residential and business property upkeep and to eliminate vandalism and littering.
• To encourage better police protection and traffic enforcement.
• To encourage gentler vehicular traffic flow and to promote means for increased pedestrian and alternative transportation.
• To ensure friendliness and cooperation within the neighborhood and with other Metro Louisville neighborhood groups.
• To encourage and protect reasonable and adequate zoning.
• To look after and protect any interest or inquiry deemed important by the members of the neighborhood.

ARTICLE IV NEIGHBORHOOD BOUNDARIES

The neighborhood is defined as that area beginning where:

Harlan Avenue meets Southern Parkway, moving directly East to the alley easement on the East Side of the Parkway. Then moving directly south on the centerline of said alley easement, crossing Third Street and thereby moving directly along the same alley centerline on the East Side of the Parkway to a point on the Southern line of the I-264 corridor to the railroad tracks at Louisville Avenue. Then moving South along the Western edge of the tracks to the center line of the Woodlawn Overpass, then directly Southwest to the Eastern terminus of Kenwood Way at Holy Name Field at approximately a 45 degree angle to 100 feet West of Southside Drive. Then South to the centerline of Kingston Avenue to South Third. Then turning South directly down the centerline of South Third to Southland Boulevard. Then directly West on Southland Boulevard to the center line of Lone Oak Trail, then directly South to Iroquois Avenue.

At Iroquois Avenue, following the center line to New Cut Road, following New Cut Road North, to Taylor Boulevard, following the Boulevard North to Brookline, turning West on Brookline to Peachtree Avenue. Then directly along the South side of the corridor of I-264 to the Western edge of Southern Parkway, then directly north, crossing Florence to the center line of the alley easement on the West Side of the Parkway, moving directly north. Following the centerline of the alley easement on the West Side of the Parkway moving directly north, following the centerline of the alley easements North to the intersection of Oakdale and the Parkway. Crossing over to the Western boundary of Wayside Park, moving Northwest to the Northern boundary of Wayside Park, then directly East to the point of juncture of Harlan Avenue and Southern Parkway at the beginning.

ARTICLE V MEMBERSHIP

Section 1 Definition
Membership is open to any individual, family or business that subscribes to the purpose and goals of the BNA, who have paid dues as provided in Article VI, and who either reside or own/operate a business in the Beechmont neighborhood; or any other concerned citizen who is a non-resident but who complies with all of the other above indicated requirements, except residency.

Section 2 Classes of Memberships
There shall be two classes of members:
a) Family – which includes all permanent residents of a household.
b) Business – which shall be represented by either the principal owner, controlling shareholder or other individual delegated by its governing body to represent it.

ARTICLE VI DUES

Membership dues for all classes of members shall be set from time to time by the Board of Directors.

ARTICLE VII MEMBERSHIP MEETINGS

Section 1 Annual Meetings
There shall be an Annual Meeting of the membership to be held at a place, date and time as determined by the Board of Directors. Election of the Board of Directors shall take place at the Annual Meeting. The membership may also conduct whatever other business it may deem necessary and proper. The Board of Directors will determine the number of membership meetings to be held in a given year.

Section 2 Special Meetings
Special meetings of the membership may be called for any purpose by resolution of the Board of Directors, written request of a majority of the Directors or petition of at least 15 members in good standing. Such requests shall detail the purpose of the meeting as well as a proposed time and place for holding said meeting. Such requests shall be submitted to either the President or Secretary who shall be responsible for calling the meeting. Business transacted at a special meeting shall be confined to the subject(s) stated in the request and any related matters.

Section 3 Voting
Only those resident and business members in good standing as of thirty days prior to the date of the meeting may vote.

Section 4 Notice
Notice for meetings shall state the place, date, time and purpose of the meeting and shall be either served personally or mailed to each member no less than five (5) nor more than thirty (30) days prior to the date of the meeting.
If mailed, such notice shall be sent to the member’s address as it appears in the books and records of the BNA, unless he or she shall have filed a written request with the Secretary specifying the use of another address, in which case notice shall be mailed to the address so designated.

Section 5 Quorum
A quorum shall consist of any number of members in good standing present at a duly called meeting.

ARTICLE VIII BOARD OF DIRECTORS

Section 1 Powers
The Board of Directors shall be empowered to conduct the business and affairs of the BNA, including but not limited to the acquisition and disposal of property, the hiring and firing of staff, and all other rights provided by statute.

Section 2 Membership
a) The Board of Directors shall be made up of thirteen (13) members.
b) There should be at least (1) Director from each neighborhood district.
c) Directors shall at all times be members in good standing of the BNA.
d) The Directors may, by a majority vote at a duly constituted meeting, a quorum being present, confer honorary non-voting membership to anyone who subscribes to the purpose and goals of the BNA.
e) Each Director may serve as chairperson or co-chairperson of a standing committee and shall have the authority to appoint subcommittee chairpersons and committee members to that committee.

Section 3 Term of Office
The Directors shall serve for a one-year term or until their successors are be elected.

Section 4 Meetings
a) The Board of Directors shall meet at least once a month.
b) All meetings shall be open to the public. The Directors may, however, decide by a majority vote of those Directors present, a quorum being present, to hold the meeting or point thereof in executive session.
c) The date, place and time of each meeting shall be set by the President or other officer acting on behalf of or in the stead of the President.
d) In the event of the inability or refusal of the President to act, a meeting may be called by any other officer or at the written request of a majority of the Directors in good standing.
e) A majority of one-half plus one of the officers may determine that it is unnecessary to hold a meeting in any specific month. In that event the officers shall notify the remaining Directors.

Section 5 Compensation
The Directors shall serve without compensation.

Section 6 Quorum
A quorum shall exist where there is a simple majority of Directors in good standing present at a meeting.

Section 7 Resignations
A Director may resign at any time by delivering a letter of resignation to the President. Said resignations shall become effective on the date specified by the resignation letter.

Section 8 Removal
A Director may be removed from office by the Board of Directors only upon showing of good cause. Unexcused absence from two (2) consecutive Board meetings shall be included in the definition of good cause. Notice of intent to remove must be sent to the Director in question at least fourteen (14) days prior to the meeting at which such action is taken. Said notice shall give the reasons for removal. A vote of 2/3 Directors in good standing shall be required.

Section 9 Vacancies
Any vacancies due to resignation, removal, incapacity or death shall be filled for the remainder of the term of office by a vote of the Board of Directors within 45 days of the vacancy.

Section 10 Election and Installation
a) The Directors shall be elected at the Annual Meeting.
b) In order to qualify a person must be a member in good standing.
c) No elected official may serve on the Board.
d) A list of the candidates and their qualifications shall be presented in the BNA newsletter along with the notice of the Annual Meeting and sent to the members at least fifteen (15) days prior to the date of the Annual Meeting.
e) Election shall be by a plurality vote with each member entitled to cast as many votes as there are vacancies to be filled.
f) Nominations shall be prepared by the Nominating Committee in advance of the election. Additional candidates may be placed in nomination by any member and one second from the floor at the Annual Meeting.
g) The Directors shall take office at the first Board meeting following the Annual Meeting.

Section 11 Resignation
Any Director seeking public office shall resign from the Board of Directors.

ARTICLE IX OFFICERS

Section 1 Composition
The BNA shall have the following officers: President, Vice-President, Secretary and Treasurer.

Section 2 The President shall:
a) Act as the chairperson of all Board and Membership meetings.
b) Plan, in consultation with the other Officers, the agenda for all Board and Membership meetings, as well as meetings of the Officers.
c) Be the spokesperson for the Association.
d) Carry out all other duties incident to the office of the President.
e) The President appoints members and the Board approves members to officially represent the BNA with appropriate organizations.

Section 3 The Vice-President shall:
a) Assist the President in the carrying out of his or her duties.
b) Carry on the duties of the President in the President’s absence,
c) Become the President in the event of the President’s resignation, removal, inability to serve or death.
d) Carry out all other duties incident to the office of Vice-President.

Section 4 The Secretary shall:
a) Attend all Board and Membership meetings and shall act as clerk of each meeting, recording all votes and keeping the minutes of all proceedings in a book to be kept for that purpose.
b) Be responsible for the sending of notices for all Board and membership meetings.
c) Keep the official records, including all minutes, policy decisions, the original copy of the Articles of Incorporation and Bylaws, and all amendments thereto, of the BNA.
d) Present current copies of the Articles of Incorporation, the Bylaws, official Board Policies and other pertinent documents to Directors upon election.
e) Assist the President with all BNA correspondence and keep a file of such correspondence.
f) Carry out all other duties incident to the office of Secretary.

Section 5 The Treasurer shall:
a) Have custody of all funds and securities and shall keep full and accurate accounts of all receipts and disbursements in records belonging to the BNA.
b) Deposit all money and other valuable effects in the name and to the credit of the BNA in such depositories as may be designated by the Board of Directors.
c) Disburse the funds of the BNA as determined by the Board of Directors, taking proper vouchers for such disbursements.
d) Prepare regular financial reports and a yearly budget.
e) Carry out all other duties incident to the office of the Treasurer.

Section 6 Term of Office
a) The Officers shall serve for a one-year term or until their successors shall have been elected and installed.
b) No Officer shall serve for more than three (3) consecutive terms in any one position.

Section 7 Election
a) The Officers shall be elected by and from the Board of Directors at the first meeting following the Annual Meeting. Said meeting shall take place within six (6) weeks of the Annual Meeting. Standing committee chairpersons shall be determined by the Board of Directors at that time.
b) In order to qualify, a person must be a member in good standing.
c) Election shall be by vote of a majority of the Directors present, a quorum being present.
d) Nominations shall be prepared by the Nominating Committee in advance of the election. Additional candidates may be placed in nomination by any member in good standing with two seconds from the floor at the meeting in which the elections are held.

Section 8 Vacancies
Any vacancies due to resignation, removal, incapacity or death other than that of the President shall be filled for the remainder of the term of office by a note of a majority of the Directors at a duly constituted meeting, a quorum being present.

ARTICLE X COMMITTEES

Section 1 Standing Committees
a) The Nominating Committee shall have the responsibility for proposing a list of nominees for all offices and the membership of the Board of Directors and shall prepare materials providing information and qualifications of nominees to be sent to the members and Board of Directors prior to the elections. It shall also be responsible for proposing candidates to fill any vacancies that may occur among the Board of Directors, and shall act as an elections committee in the event of any dispute about or need for additional rules for the conduct of elections.
b) The Membership Committee shall actively recruit members, maintain the membership roster and coordinate with the Treasurer all membership data, including but not limited to the collection of dues and issuance of membership cards. It shall advise the Board of Directors on the setting of dues. It shall identify members for committees and special projects and oversee preparation for the Annual Meeting.
c) The Beautification Committee shall oversee beautification, landscaping and maintenance of public areas of the neighborhood. It shall consider ways to encourage home and business owners to beautify landscape and maintain their properties.
d) The Publicity Committee shall produce publications of the BNA as determined by the Board of Directors. It shall engage in activities for the purpose of improving the image of the BNA. It shall maintain all BNA signs, banners and flags. It shall notify the press of all BNA events and encourage positive stories about Beechmont. All such activities of the Publicity Committee shall be subject to the authority of the President, who is the official spokesperson for the BNA.
e) The Public Affairs Committee shall monitor the activities of the public officials, agencies and boards for matters concerning zoning, parking, police and fire protection, the airport and other transportation issues. It shall recommend actions arising out of its monitoring to the Board of Directors.
f) The Special Events Committee shall plan and organize on-going and special events of the Association, such as the Festival of Flowers, the Mini-Marathon Breakfast, the Mid-night Chase Festival and the Holiday on the Corner. It shall cooperate with other committees on events (i.e., Membership) as determined necessary to carry out their duties.
g) The Planning Committee shall set the yearly calendar of events of the BNA with the approval of the Board of Directors. The calendar of events shall be submitted to the Board of Directors for action no later than the end of February. It shall also develop a yearly plan of action for the BNA and identify for the Board of Directors long-range plans for the BNA.

Section 2 Special Committees
The Board of Directors may from time to time establish any special committees that it deems necessary and set the term of office and any other rules for the operation of said committees.

ARTICLE XI QUORUMS

Unless otherwise provided for in these Bylaws, all the meetings of the BNA or any of its parts shall be one-third (1/3) of the membership of the body in question, but shall be no less than two (2).

ARTICLE XII FISCAL YEAR

The fiscal year of the BNA shall be the calendar year.

ARTICLE XIII NONDISCRIMINATION

The members, officers, directors, committee members, employees and persons served by the BNA shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion and national origin.

ARTICLE XIV PARLIAMENTARY AUTHORITY

Robert’s Rules of Order Revised shall apply to all situations not covered by the Articles of Incorporation, these Bylaws, or any special rules adopted by the Board of Directors.

ARTICLE XVI AMENDMENTS

a) These Bylaws may be amended by a two-thirds (2/3) vote of the members present at a duly constituted meeting of the membership, provided that the Bylaws have been read at a membership meeting prior to the meeting at which the vote shall be taken and provided that the Bylaws have been sent to all members with the meeting notice, stating that the vote will take place.
b) These Bylaws may be amended without a first reading by a three-fourths (3/4) vote of the members present at a duly constituted meeting of the membership provided that such proposed action shall have been announced in the notice for said meeting.