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By-Laws

ARTICLE I – NAME

The name of this corporation shall be the DOWNTOWN NEIGHBORHOODS ASSOCIATION.

ARTICLE II – PURPOSE

The DOWNTOWN NEIGHBORHOODS ASSOCIATION, hereinafter referred to as DNA, is a non-profit association of adult residents of Bernalillo County. The purpose of the DNA shall be to preserve and enhance neighborhoods located in the downtown area of the City of Albuquerque so that the quality of life in this area shall be in keeping with the social, environmental, cultural and historic needs and interests of the residents.

To this end the DNA may sponsor cooperative planning, research, fund raising and public education programs as they are deemed necessary, provided they are consistent with one or more of the purposes set out in Section 501 (c) (3) of the Internal Revenue Code or any applicable corresponding section of the law.

ARTICLE III – BOUNDARIES and MEMBERSHIP

Section 1.

Boundaries: The boundaries of the Association shall be North of Central Avenue, South of Mountain Road, east of 19th Street, west of 4th Street (between Mountain Road and Slate Avenue), west of 6th Street (between Slate Avenue and Roma Avenue), west of 7th Street (between Roma Avenue and Tijeras Avenue) and west of 8th Street (between Tijeras Avenue and Central Avenue).

Section 2.

Qualifications: Any adult or legal entity owning property, having a place of business or residing within the boundaries of the DNA shall be eligible for membership.

Section 3.

Types of membership: The DNA shall have three membership categories: Senior Citizens, Regular, and Business or Patron. Rights and voting privileges shall be the same for all three categories. The Board of Directors shall set dues which are payable annually.

ARTICLE IV – GOVERNING BODY

Section 1.

The Board of Directors shall be the governing body of the DNA and shall consist of no more than fifteen persons elected by the general membership at the annual meeting. It shall consist of a Chair, a Vice-chair, a Treasurer, a Secretary and members at large. Every reasonable effort shall be made to select board members from all the areas of the neighborhood.

Section 2.

The Board of Directors of the DNA shall be restricted to members of the DNA as defined in Article III, section 2.

Section 3.

The Board of Directors shall have all the usual powers of directors of a corporation and the immediate direction and government of the affairs of the corporation. It shall make all rules and regulations, appoint such subordinate officers, employees, or agents as may be necessary in its judgment to conduct the business of the corporation, and it shall designate their titles and compensation, if any.

Section 4.

The Board of Directors shall serve eventually for a term of two years, but in such a manner that approximately one half of the full number shall be elected each year.

Section 5.

Vacancies shall be filled by a majority vote of the Board of Directors for the un-expired term.

Section 6.

Any member of the Board of Directors who fails to fulfill the duties of that office may have the office declared vacant by a majority vote of the Board of Directors.

Section 7.

The Board of Directors shall have regular meetings during the year as it shall determine. In addition, the Board may have special meetings at any time upon the call of a Chair. For purposes of handling zoning issues, the Board Chair may call a special meeting of the Board through e-mail. The recommendations of the zoning committee shall be presented to and may be voted on by Board members by e-mail. The Chair will make every effort to include all of the members of the DNA by e-mailing them notice of the special meeting, but it is the responsibility of DNA members to make sure their e-mail addresses are available and current with the Chair. Only Board members shall vote on the zoning recommendations. The Chair will e-mail the result of the vote after it is counted to the entire Board and DNA members who have provided e-mail addresses. All actions taken on zoning issues through this special meeting process shall be reported to the full Board and incorporated into the minutes of the next regular Board meeting.

Section 8.

A majority of the Board of Directors, with the Chair or Vice-chair presiding, shall constitute a quorum for the transaction of business at any meeting of the Board.

Section 9.

Any member of the Board of Directors who has two successive absences from regular Board of Directors’ meetings may be replaced and notified in writing of the replacement.

ARTICLE V – NOMINATIONS AND ELECTIONS

Section 1.

At its first official meeting each year, the Board of Directors shall elect from its membership a Chair, a Vice-chair, a Secretary and a Treasurer. The term of each office shall be one year. No member of the Board shall serve in the same office more than three terms in succession without the unanimous vote of the Board.

Section 2.

Immediately upon taking office each year, the Chair and Vice-chair shall appoint a Nominating Committee with the approval of the Board of Directors to serve for a term of one year.

Section 3.

The Nominating Committee shall accept nominations for Directors for the following year and shall provide a list of candidates to be voted upon by the general membership at the next annual meeting. Each candidate shall state his/her interest in serving on the DNA Board. After all candidates have been presented, the general membership will vote on each nominee.

The Nominating Committee shall also recommend to the Board of Directors candidates to fill any vacancies that might occur on the Board during the year.

Section 4.

Upon report of the Nominating Committee at the annual meeting, additional nominations shall be made from the floor provided the nominee is present and consents to such nomination or the nomination is accompanied by the nominee’s written statement of interest in serving on the Board.

Section 5.

Election of the Board of Directors shall be at the annual meeting. The Board shall assume office upon election. The election shall be by voice except when additional nominations have been made, in which event the election shall be by ballot.


ARTICLE VI – OFFICERS

The powers and duties of the officers shall be as follows:

1. The Chair: The Chair shall be the executive officer of the Association and shall preside at all meetings of the Board of Directors and of the general membership. The Chair shall, with the approval of the Board of Directors, appoint the chairpersons of all special and standing committees, and shall be an ex-officio member of all committees except the Nominating Committee. The Chair shall sign all Contracts, agreements and official correspondence approved by the Board and shall make an annual report to the general membership at the annual meeting and file such report with the Secretary.

2. The Vice-Chair: The Vice-chair shall share the duties in the organization and act in the absence of the Chair and when acting in that capacity shall have all of the powers of the Chair as stated herein. The Vice-chair will have the special duty to oversee the work of the various committees of the DNA.

3. Secretary: The Secretary shall keep the minutes of the Board of Directors and of all meetings of the general membership, and shall keep all records of the DNA and give notice of all meetings as directed. The Secretary shall keep a current and updated list of all DNA members with their addresses and contact information. In addition, the Secretary shall keep copies of all official correspondence. All information and records kept by the Secretary shall be the property of the DNA and used solely for purposes approved by the Board of Directors. All material kept by the Secretary shall be turned over to the next-elected Secretary at the time of election, or to the duly elected Chair immediately after the election of a new Secretary.

4. Treasurer: The Treasurer shall have custody of all funds of the DNA, pay all bills approved by the Board, keep an account of all receipts and expenditures, make a monthly report to the Board and shall furnish a current financial statement to the general membership at the annual meeting. All financial documents shall be turned over to the next-elected Treasurer at the time of election, or to the duly elected Chair immediately after the election of a new Treasurer. Accounts shall be held in the name of the Downtown Neighborhoods Association, and will be transferred to the next-elected Treasurer within two business days after the election of a new Treasurer.

5. The elected officers of the DNA are fiduciaries of the DNA. Any and all materials including electronic information developed pursuant to their office on behalf of the DNA is the sole property of the DNA, regardless of personal expense incurred in the development of said materials. Officers will transfer any and all materials related to DNA business or operations to the next-elected officers, or the duly elected Chair, immediately upon election of those new officers. In no event shall materials bearing the name “DNA” or “Downtown Neighborhoods Association” be maintained, used or held by anyone other than duly elected officers of the DNA, as provided herein.

ARTICLE VII – COMMITTEES

Section 1.

The Nominating committee and Zoning committee shall be standing committees of the DNA.

Section 2.

Standing or special committees shall be appointed by the Chair with the approval of the Board of Directors as deemed necessary to carry on the work of the DNA.

Section 3.

At its first meeting each year the Board shall reaffirm any existing committees; committees not reaffirmed at this meeting shall then cease to exist.

ARTICLE VIII – MEETINGS

Section 1.

The annual meeting shall be held in March and shall be the election meeting. The DNA shall make a reasonable attempt to give notice of the Annual Meeting to every household and place of business within the DNA boundaries at a minimum of 30 days before the selected date either by mail, e-mail, newsletter or delivered handbills.

Section 2.

The special purpose of the annual meeting shall be to: a) report to the membership on activities and accomplishments of the DNA since the last general meeting, b) furnish an accounting of receipts and expenditures of the DNA for the preceding year, c) elect new Directors, d) vote on any DNA business which the Board of Directors may have determined should be referred to the general membership.

Section 3.

Special meetings of the general membership may be called as deemed necessary by the Board of Directors. The time and place of such special meetings shall be announced by mail, e-mail, newsletter or delivered handbills to each member, not less than seven days prior to the selected date.

Section 4.

The members present in person at any meeting of the general membership, with the Chair or Vice-chair presiding, shall constitute a quorum for the transaction of business. Such business shall be approved by a majority of those present and voting proxies shall not be valid.


ARTICLE IX – DISSOLUTION

In the event of dissolution of the corporation, the Board of Directors shall, after payment of all liabilities of the corporation, dispose of all remaining assets of the corporation exclusively for such charitable or educational purposes as shall be wholly within the limitations of the provisions of Section 501 (c) (3) of the Internal Revenue Code or any applicable corresponding section of the law.

ARTICLE X – AMENDMENTS

Section 1.

These bylaws may be amended by the vote of the majority of the Directors at any meeting of the Board of Directors, or by the vote of two thirds of the members present and voting in person at the annual March meeting of the general membership, but no amendment shall be in order at any meeting unless, not less than fifteen days previous, notice of the nature of the proposed amendment shall have been given by mail, e-mail, newsletter or delivered handbills to all members of the DNA.

Section 2.

Robert’s Rules of Order Newly Revised shall be the parliamentary authority for all matters of procedure not specifically covered by these bylaws or by special rules of procedure adopted by the DNA.