ARTICLE I COUNCIL ORGANIZATION
SECTION I: NAME
The name of this Corporation is the McKnight Neighborhood Council, Inc.
SECTION II: PURPOSE
A. The McKnight Neighborhood Council shall promote maximum citizen participation in the planning and execution of all initiatives aimed at improving the quality of life in the McKnight Neighborhood. Said initiatives shall include, but not be limited to, housing, education, public safety, environmental safety, health, employment, youth, elderly, and other economic and social service areas.
B. The McKnight Neighborhood Council shall also support and encourage programs of historic and neighborhood preservation and improvement, as well as promoting and encouraging social and economic improvement and inclusiveness for everyone in the McKnight Neighborhood.
C. The McKnight Neighborhood Council may engage in other legal activities which are consistent with its Articles of Organization and Bylaws.
SECTION III: FISCAL OPERATION
A. The fiscal year of the corporation shall commence July 1 and end June 30.
B. The McKnight Neighborhood Council may obtain funds, gifts, and property from any legal source.
C. Only the Board of Directors shall be authorized to approve expenditures on behalf of the Council. An annual budget which includes ordinary, anticipated operating expenses shall be approved by a majority vote of the Board of Directors. Such budget may be amended at any time by a majority vote of the Board. Expenditures which are beyond the scope of the annual budget must be approved by a majority vote of the Board.
D. Only the President shall sign contracts on behalf of the Council, and must be authorized to do so by a majority vote of the Board.
E. An annual audit shall be conducted by two (2) Council members who are not involved in Council finances. They shall be appointed by the incoming President of the Board of Directors within 30 days of assuming office. The result of this audit will be presented to the Board of Directors at the second meeting of the new fiscal year.
SECTION IV: SEAL
The McKnight Neighborhood Council Seal will be kept by the current Secretary/Clerk and used only by vote of the McKnight Neighborhood Council, Inc.
ARTICLE II COUNCIL MEMBERSHIP
SECTION I: MEMBERSHIP
A. Every person who resides within the geographical boundaries of the McKnight Neighborhood is defined as a member of the McKnight Neighborhood Council (see McKnight Neighborhood Map, Attachment A).
B. All members eighteen (18) years of age and older of said McKnight area shall be eligible to vote in all Council elections and membership meetings.
C. Members between the ages fourteen (14) and seventeen (17) will be permitted to vote in the election of the at-large youth representative serving on the Board of Directors.
SECTION II: RESIDENCY
A. For purposes of membership in the McKnight Neighborhood Council, residency as provided for in Section I [A] of this Article shall be defined as referring to a person whose routine and principal residence and domicile is located within the McKnight neighborhood and who physically lives at this residence.
B. For purposes of membership, business ownership shall not constitute residency. Property ownership alone shall not constitute residency. McKnight addresses used for the purpose of voter registration, mail delivery, certain forms of legal claims to residency, or for other purposes shall not in and of themselves constitute residency.
SECTION III: DISCRIMINATION
The McKnight Neighborhood Council shall not discriminate in its membership, leadership, or outreach in violation of any local, state, or federal law.
Article III BOARD OF DIRECTORS
SECTION I: BOARD AUTHORITY
The McKnight Neighborhood Council, Inc. shall be administered by a Board of Directors composed of duly elected representatives. It shall be their responsibility to promote and facilitate the purpose of the Council as stated in Article I, Section II.
SECTION II: BOARD ORGANIZATION
A. The Board of Directors shall consist of a maximum of fifteen (15) representatives and a minimum of ten (10) representatives, elected from the McKnight Neighborhood Council general membership.
B. The McKnight Neighborhood shall be divided into three (3) election districts of approximately equal population as outlined on the McKnight Neighborhood District Map (see Attachment B).
C. Each Election District shall elect up to three (3) representatives to the Board of Directors. In addition, there shall be six (6) representatives elected at large. Each representative shall be elected to a two year term.
D. The designated at-large seats shall consist of one (1) senior representative, 60 years of age or older; one (1) youth representative, between 14 and 20 years of age; and four (4) general representatives, 18 years of age or over.
SECTION III: BOARD QUALIFICATIONS
A. Board representatives must be members of the McKnight Neighborhood Council as defined in Article II. District representatives must reside within the Election District which they represent. At-large representatives may reside anywhere within the McKnight Neighborhood.
B. In order to qualify for election to the Board of Directors, a neighborhood member must have attended at least three (3) monthly neighborhood Board meetings during the current fiscal year, as documented in the attendance sign-in sheets.
SECTION IV: BOARD ELECTION PROCEDURE
A. Elections shall be held annually, at least fifteen (15) days but not more than forty-five (45) days, prior to the Annual Meeting in June. Election voting place(s) shall be within the McKnight Neighborhood and determined by a majority vote of the Board prior to each election.
B. The nine (9) district representatives shall be elected in each even numbered year. The six (6) at-large representatives shall be elected in each odd numbered year. Any vacant seats and any seats which have been filled by an appointment by the Board from a previous election cycle shall be considered open seats and included in the current annual election. The term of office assigned to those seats shall be equal to the remainder of the term of office of that specific seat.
C. There shall be an impartial Election Commission convened to assist in the election, the members of which shall be determined at the February monthly Board meeting. The Commission shall consist of five (5) Council members, and shall include representatives and/or individuals from the general membership who are not running for current election to the Board. The Board of Directors shall elect all members of the Commission and shall elect the Chairperson.
D. The Commission shall be responsible for ensuring the integrity of the election, ensuring that notices are posted as provided for in the Bylaws, and for the distribution of approved nomination papers. They shall also be responsible for the certification of candidates, providing ballots, supervising the balloting on election day, and counting the votes.
E. The City of Springfield’s Department of Neighborhood Services (or its successor) may be consulted for advice by the Election Commission, and may be asked to provide observers at the request of the Election Commission, any Board representative or any individual from the general membership.
F. FILING PERIOD FOR ELECTION TO THE BOARD: The filing period for election shall commence at the beginning of the March monthly Board meeting each year, at which time nomination papers shall be made available by the Election Commission. The filing deadline will be at the adjournment of the April monthly Board meeting. No nomination papers will be accepted after the filing deadline. All nomination papers must be signed and returned in their entirety.
G. NOTICE TO FILE FOR ELECTION: It is the responsibility of the Election Commission to ensure that nomination papers are widely available and easily obtained. Notice to file will be posted at least seven (7) days prior to the beginning of the filing period, and again at least seven (7) days prior to the filing deadline. Notice shall include the date, time and place of the election, and shall be posted on the Council website, and sent out to the neighborhood mailing list currently in use for the distribution of notices to the general membership. Notice may also be posted on any other appropriate social, print, or broadcast media.
H. NOMINATION PAPERS: Each district candidate for a seat on the Board of Directors shall be required to collect the signatures of fifteen (15) members 18 years of age or older from the district he/she seeks to represent and such candidate shall be a member who resides in that district. Each at-large candidate shall be required to collect the signatures of fifteen (15) members 18 years of age or older who reside anywhere in the neighborhood as a whole. Candidates for the at-large youth seat may also include signatures from neighborhood youth members, ages 14 to 17 years of age.
I. The Election Commission will certify each candidate, and notify them of their eligibility in writing within seven (7) days following the filing deadline. Candidates who fail to qualify may appeal the decision to the Election Commission Chairperson in writing within seven (7) days of receiving notification. Any such appeal must be heard at least seven (7) days prior to the date of the election, at which time the Board of Directors will consider the evidence and the facts. The decision of a majority vote of the Board shall be final.
J. ADVERTISEMENT OF THE ELECTION: Notice of election shall be posted at least fourteen (14) days prior to the election, and again at least seven (7) days prior to the election, and shall include the date, time, and place of the election. It shall be posted on the Council website, and sent out to the neighborhood mailing list currently in use for the distribution of notices to the general membership.
K. ELIGIBILITY TO VOTE: Only members of the McKnight Neighborhood Council as defined in Article II, age 18 or older, shall be eligible to vote for district and at large representatives. Members age 14-17 shall be eligible to vote for the at-large youth representative. For the purpose of voting, a member will be identified by a current picture ID with a McKnight address. If the ID presented does not have a McKnight address or a picture, the member must provide in addition to an ID, a copy of a current lease or utility bill to prove their eligibility to vote. Other documentation may be considered on a case by case basis. Youth voters may provide school ID or equivalent. Voter ID (and district during district elections) must be verified by two Election Commissioners, who will initial the ballot given to each voter. Ballots that do not bear the required initials will be voided when the final votes are tallied.
L. Voting shall be by secret ballot. In district elections, each voter may vote for up to three (3) district candidates from his/her district. In at-large elections, voters may vote for up to four (4) candidates for the general at-large representative; one (1) candidate for the senior representative; and one (1) candidate for the youth representative. Individual youth ballots will be provided for voters age 14 to 17 which will list only the candidates for youth representative, and youth voters may vote for one (1) candidate.
M. Voters shall be required to sign in with their name, address, and election district, and indicate if they are an absentee or youth voter. Proxy voting is not permitted. Write in votes are permitted, however write-in candidates must receive a minimum of fifteen (15) votes in order to be eligible for election to office, and must be qualified to serve according to the guidelines provided in Section III of this Article.
N. Absentee Voting: Voters who choose to vote by absentee ballot may request do so by appearing in person at the March or April monthly Board meeting and presenting appropriate identification to the Election Commission, and sign in on the official election sign-in sheet. If a member is physically incapacitated by illness or handicap such that they cannot appear in person, a request in writing may be made to the Election Commission prior to the April meeting. Such requests will be granted on a case by case basis. Absentee ballots which shall bear the imprint of the corporate seal, and are initialed by two (2) members of the Election Commission, will be mailed to absentee voters at least seven (7) days prior to the election, and must be received by the Election Commission by close of voting on election day. Approved absentee voting requests will be included on the election sign-in sheets, and voters who have been granted absentee ballots must utilize those ballots when voting.
O. The election shall be conducted by the Election Commission, and at least two (2) Commission members must be present at the voting table at all times. Candidates for election will only be permitted at the election table to cast their own vote, and must maintain a reasonable distance from the election table at all other times. Any requests from voters for assistance will only be provided by a member of the Election Commission.
P. Ballots shall be printed in English. The Election Commission may include voting instructions in additional languages on the ballot, or displayed at the polling place, if a determination is made that the predominant demographics of the neighborhood warrant doing so. A special ballot for voters ages 14 to 17 shall be provided which shall list only the at-large youth candidates running for election.
Q. The Chairperson and at least two members of the Election Commission shall count the ballots at the immediate conclusion of voting. The tallying of the votes is open to public viewing. The election sign-in sheets shall be used to reconcile the number of ballots cast, and the number of absentee ballots cast will also be reconciled with the number of absentee requests. Illegible ballots or ballots which lack the initials of two Election Commissioners shall be voided. Absentee ballots which do not bear the imprint of the Council seal shall be voided. Write-in votes shall be tallied and evaluated as to whether the candidate meets the threshold for eligibility as provided for in Section III and Section IV [M] of this Article. In the event of a tie vote, the candidate to be seated shall be determined with a public coin toss by the Election Commission Chairperson at the conclusion of the vote tally.
R. The Chairperson shall certify the tally results and submit a report which includes a summary of the vote tally for each certified candidate, write-in votes for uncertified candidates, the number of ballots cast by district, the number of absentee ballots mailed out and the number returned, the number of youth ballots, and the number of any voided ballots. At the discretion of the Election Commission, the report may include comments about any circumstances which may have impacted the election. The report shall be signed by the Election Commission Chairperson, and the Commission members who participated in counting the vote.
S. A copy of the certified Election Report shall be filed with the Secretary/Clerk within twenty-four hours of the vote count, or at such time as all candidates have been certified. Copies shall be made available by request to candidates and to the general membership. The Election Report shall be submitted by the Election Commission to the general membership for ratification at the McKnight Neighborhood Council Annual Meeting. The Election Commission Chairperson will retain all election materials until the results have been ratified, and the Secretary/Clerk shall ensure the materials are archived for a period of two (2) years.
T. Any candidate may contest the election results by submitting a written complaint stating the reason and any evidence for the challenge to the Election Commission Chairperson within seven (7) days following the certification of the election results. The Commission shall prepare a report which includes the complaint, and gather any other information which may be pertinent to the challenge, and the report shall be submitted to the general membership at the Annual meeting.
SECTION V: RATIFICATION OF ELECTION RESULTS
A. The certified Election Report shall be submitted by the Election Commission to the general membership at the Annual Meeting in June. If no challenges have been brought forward, the membership shall be compelled by these Bylaws to ratify the election results by an affirmative vote.
B. If a challenge has been brought forward, the Election Commission shall present the report it has completed regarding the complaint. Grounds for contesting election results shall be as follows: Evidence that an elected candidate falsified nomination papers, or is otherwise ineligible to hold office; evidence of voter fraud or election tampering; evidence of a significant departure from election procedure such that it adversely and unfairly affected the outcome of the election; and/or any other circumstance that significantly affected the election such that a fair outcome was prevented.
C. The general membership (which includes currently seated representatives who are present) shall consider the evidence and the facts as presented, and make a determination as to what remedies, if any, should occur in response to the complaint. A majority vote shall be final. If the challenge is resolved such that ratification of the election results can go forward, the membership will be compelled by these Bylaws to ratify the results with an affirmative vote.
D. In the event that ratification of the election results is delayed by the need to pursue remedies, or a new election is called for, all currently seated Board representatives and the Election Commission shall continue to serve in their respective capacities until such time as these measures are completed and election results can be ratified by the general membership.
SECTION VI: ASSUMPTION OF OFFICE
Each successful candidate assumes office and shall be seated at the close of regular business at the Annual Meeting in June, provided the election results have been ratified as provided for in Section V of this Article. Following installation of newly elected representatives, the annual election of officers of the Board of Directors shall take place.
SECTION VII: RECALL
A. Upon receipt of a petition requesting the recall of a representative containing the signatures of five percent (5%) of the members 18 or older within an election district, or in the case of an at-large representative the neighborhood at large, a Special Recall Election shall be called within sixty (60) days, unless regularly scheduled annual elections will be taking place within that time period. Said election shall be held in accordance with Section IV of this Article, with the exclusion of any provisions relating to the election of other candidates. If the recall is for a district representative, only members within that district may vote.
B. If the recall election is held at a time other than the annual election, a general membership meeting shall be convened for the purpose of ratifying the election results. If a vacancy occurs as a result of the recall, the vacancy shall be filled according to the provisions in Section IX of this Article.
SECTION VIII: ABSENTEES
A. Upon any four (4) absences by a Board representative at regular monthly Board meetings during the fiscal year (including the Annual Meeting), a Board representative will be suspended from their seat on the Board, and notified in writing within ten (10) days of the action. The notice will include the requirements for reinstatement as provided for in this section, and all other Board representative will be notified of the pending action.
B. A representative suspended for excessive absences may request reinstatement either in person or in writing at the next regular monthly Board meeting, and may be reinstated by a majority vote by secret ballot if the Board in its best judgement determines that the reasons for the absences justify reinstatement.
C. If the suspended representative fails to request reinstatement as provided for or the Board votes against reinstatement, the seat shall be considered vacated.
SECTION IX: BOARD VACANCIES
A. Should a representative resign by notifying the Board of Directors in writing, or should a vacancy occur by some other means, the seat shall be filled by the next qualified runner-up from the most recent previous election in the appropriate district, or at-large category. The newly seated representative will serve out the remainder of the original term of office.
B. If there had been no such qualified runner-up in the district or for an at-large seat, or if the runner-up is unavailable to serve, the Board shall fill said vacancy if the annual election is more than thirty (30) days away. A qualified individual from that district, or from the neighborhood in the case of an at-large seat, shall be elected by a majority vote of the Board. The appointed representative will serve until the next regularly scheduled Board elections take place, and a duly elected representative is subsequently seated.
ARTICLE IV OFFICERS OF THE BOARD
SECTION I: OFFICERS
A. The officers of the Board of Directors shall be President, Vice President, Secretary/Clerk and Treasurer. The Board may also elect an Assistant Secretary/Clerk, an Assistant Treasurer, and any other officers as determined by the Board.
B. Eligibility for Office: Board officers shall be either district or at-large representatives, and may not hold any one office for a period of longer than four (4) consecutive years. Representatives must have served on the Board for at least one year prior to seeking a position as officer.
SECTION II: OFFICER NOMINATING COMMITTEE
A. An officer nominating committee consisting of one Board representative not seeking office, and two individuals from the general membership shall be elected by a majority vote of the Board. The Board representative shall serve as Chairperson.
B. The Chairperson shall survey all eligible Board representatives to determine their interest in an officer position, and submit a list of interested candidates to all Board representatives least seven (7) days before the date of the Board meeting at which Officer elections shall be held.
C. The Chairperson shall preside over the election of officers and shall, with the other two members of the Committee, tally the votes for the officer election.
SECTION III: ELECTION OF OFFICERS
A. The election of officers shall take place annually, following the seating of newly elected Board representatives as provided for in Article III, Section VI. The Chairperson of the Officer Nominating Committee shall preside. Officers shall be elected by the Board and the election shall be by secret ballot. Absentee, proxy voting, and write-in votes shall not be permitted. Officers may be elected from the nominating list or through open nominations from the floor.
B. If there is only one nominee for each office, and a call for nominations from the floor brings forward no other candidates, the Chairperson may call for a motion to be brought forward to cast the ballot for the slate of officer candidates as presented. A majority vote of the Board shall constitute an election. If the motion is defeated, the election shall proceed as provided for in this section.
C. If there is more than one candidate for any one office, or there is an office for which no candidates have come forward, the election shall proceed on an office by office basis, in the order that officer positions are listed in Section I [A] of this Article.
D. There shall be a call for nominations from the floor for each office, and officers shall be elected by a majority vote of the Board (not a plurality). If there are more than two candidates for an office, balloting must continue until one candidate receives a majority vote.
E. The tallying of each round of balloting shall be done by the Chairperson and the other two Committee members, and the results will be announced by the Chairperson after each ballot.
SECTION IV: DUTIES OF OFFICERS
A. President: The President shall preside at all meetings of the Executive Board, the Board of Directors, and the Council. He/she may sign or endorse checks, drafts and notes, as provided for in Article I, Section III. He/she shall be, ex officio, a member of all standing and ad hoc committees except the Nominating Committee and the Election Commission. He/she shall have the usual powers of supervision and management as may pertain to the Office of President and perform such other duties as may be designated by the Board. The President shall have broad authority to formally represent the Council by attending meetings, interacting with officials from the City of Springfield, local and state entities, and other organizations and individuals as appropriate to supporting the interests of the Council.
B. Vice President: The Vice President shall, in the event of absence, disability, or death of the President, possess all the powers and perform all the duties of that office until such time as the Board shall elect one of its representatives to fill the vacancy. The Vice President shall perform such duties as the President and the Board may designate. The Vice-President shall also be charged with the responsibility of interviewing and vetting business owners who come before the Council seeking permit approval from the City of Springfield, and researching requests for support for applications to purchase abutter lots from the City.
C. Secretary/Clerk: The Secretary/Clerk shall ensure that the minutes of all meetings of the Board of Directors and the Executive Board and the attendance records of same are recorded and maintained, ensure the maintenance of a manual of Board policy and procedure, and shall be responsible for ensuring the maintenance of an archive of documents important to the operation of the McKnight Neighborhood Council. He/she shall notify all Board members of their election, and shall hold the seal of the corporation.
D. Assistant Secretary/Clerk: The Assistant Secretary/Clerk shall assume all duties of the Secretary/Clerk in his/her absence and assist the Secretary/Clerk as needed.
E. Treasurer: The Treasurer is the official Financial Officer of the Board. He/she may sign all checks, drafts, etc. The Treasurer shall collect and receive all monies, shall deposit same in a bank or banks designated by the Board, and shall disburse same for usual and customary expenses of the Council, and upon order of the Board, as provided for in Article I, Section III. He/she shall be responsible for reconciling bank statements on a monthly basis. He/she shall present financial statements to the Board at regular meetings and an annual financial report at the Annual Meeting.
F. Assistant Treasurer: The Assistant Treasurer shall assume all duties of the Treasurer in his/her absence, except the duty of co-signer on checks, drafts, etc. The Assistant Treasurer shall assist the Treasurer in the monthly reconciliation of bank statements, and otherwise assist the Treasurer as needed.
G. Officers of the Board other than the President may formally represent the Council in meetings and communications as they pertain to the specific duties of their particular office. They may not offer opinions on behalf of the Council or Board of Directors unless the Board has voted on a specific issue.
SECTION V: OFFICER VACANCIES
In the event an officer resigns, or should a vacancy otherwise occur, the Board shall elect a successor by majority vote if more than 30 days remain before the next annual election of officers.
SECTION VI: REMOVAL OF AN OFFICER
An officer of the Board may be removed for failure to perform the duties of that office as provided for in the Bylaws. A motion for consideration of removal must be brought forward and approved by a majority vote of Board representatives present at the time of the motion. Written notice shall then be sent to the officer, and all other Board representatives, within ten (10) days of the action. The motion shall be entertained in executive session at the next regular monthly Board meeting, or at a Special Board meeting if deemed necessary. A two-thirds (2/3) majority vote by secret ballot of all seated Board representatives is required for removal.
SECTION VII: EXECUTIVE BOARD
A. There shall be an Executive Board consisting of all the officers of the Corporation. The duties of the Executive Board shall consist of the general oversight of all Council activities and interests. The Executive Board may set the agenda for each monthly Board meeting.
B. The Executive Board shall have power to act for the Board of Directors on business that does not admit of delay until the next monthly Board meeting, however this power shall not include the approval of recommendations for businesses or other entities seeking permitting or the approval of applications to the City of Springfield. Nor shall it include approval of support for abutters making application to the City to purchase vacant lots in the neighborhood. Any action of the Executive Board shall be submitted to the Board 0f Directors for its ratification or further action at the next monthly Board meeting.
C. The Executive Board shall ensure that all documentation necessary to preserving the 501 (c) 3 status of the McKnight Neighborhood Council, Inc., and the documentation for any funding sources for the Council, is submitted properly and timely as outlined in the Policy and Procedure Manual.
D. The Executive Board shall meet monthly to perform its duties, and may be convened emergently by the President with twenty-four (24) hours’ notice given to all Executive Board members.
ARTICLE V RULES OF CONDUCT
SECTION I: CONDUCT OF REPRESENTATIVES
A. All Board representatives shall conduct themselves in a professional manner and work in cooperation with other members toward common goals and achievements for the well-being of the neighborhood.
B. All Board representatives shall be responsible for familiarizing themselves with these Bylaws and acting in conformity with respect to these Bylaws.
C. No Board representative shall write, speak or present themselves on behalf of the Council without prior approval from the majority of the Board (except as provided for in Article IV, Duties of Officers, and Article VII, Chairperson Duties).
SECTION II: CONFLICT OF INTEREST
A. A Board representative is deemed to have a conflict of interest when he/she, an immediate family member, or an employer has a financial or material interest in any request for approval or support in any matters that come before the Council or any contracts or commitments the Council may vote to enter into.
B. A Board representative shall not vote on any matter in which he/she has a conflict of interest. Any Board representative who has declared a self-identified conflict of interest, or who has been adjudged by the Board through a majority vote to have a conflict of interest, is required to recuse themselves from the agenda item during the public meeting or executive session as it involves the matter.
SECTION III: REMOVAL
A. Board representatives may be removed by the general membership through a recall election as provided for in Article III, Section VII. Board representatives may be removed for excessive absences as provided for in Article III, Section VIII. Board representatives may be removed by a vote of the Board, through a request for resignation or a vote to remove, as provided for in this Section.
B. MOTION TO CONSIDER REMOVAL: Any alleged violations by a Board representative of the Rules of Conduct as defined in Section I of this Article, or Conflict of Interest as defined in Section II, may be subject to a motion to consider removal. Any Board representative may propose such a motion, and if seconded and passed, shall be entertained in executive session at the next monthly Board meeting or at a Special Board meeting if deemed necessary.
C. NOTICE: The Board representative under consideration for removal must be notified at least seven (7) days prior to the deliberation taking place, advised of the reason for the action, and given the opportunity to submit a statement in response to the action, either written or presented at the time of deliberation. Notice shall also be sent to all other Board representatives.
D. DELIBERATION: The Board representative subject to the consideration for removal may be present during deliberations. A vote for removal or a request for resignation requires a two-thirds (2/3) majority vote by secret ballot of all seated Board representatives, the number of which includes the Board representative being considered for removal.
E. SUSPENSION: In the event that a Board representative becomes a party to an un-adjudicated criminal or civil action of a felony nature within the greater community, the Board may elect to suspend that individual until such matters are adjudicated, if the Board in its best judgement believes it will impair the ability of that representative to serve the wellbeing of the neighborhood, and/or to participate in the responsibilities of his/her seat, which include preserving the integrity of the McKnight Neighborhood Council in both reputation and function. The procedure followed for issuing a suspension shall be the same as those provided for removal in this section. Depending on the outcome of the adjudication of the matters in question, the Board shall vote on re-instatement or proceed to a motion to consider removal. Should the term of office for a representative end while he/she is currently under suspension, he/she will be ineligible for re-election.
ARTICLE VI COUNCIL MEETINGS
SECTION I: GENERAL
A. Council meetings shall include regular monthly Board meetings, Special Board meetings, general membership meetings, and an Annual meeting, as provided for in this Article. All such meetings shall adhere to Massachusetts Open Meeting Law and shall be open to the public.
B. Individuals from the general membership, or the public, shall have the opportunity to express themselves when designated by the Chair or other Board representative. If the Board adjourns into executive session, individuals from the general membership and the general public must leave the meeting.
C. A quorum for any business of the Board shall consist of a majority of the total number of currently seated Board representatives, with the exception of membership meetings and the Annual Meeting. No representative may vote by proxy at any meeting.
D. All meetings shall be conducted by the latest revised Roberts Rules of Order, unless otherwise specified in the Bylaws.
SECTION II: MONTHLY BOARD MEETINGS
A. The Board shall designate a regular day, time, and location for the monthly Board meeting, which will be regularly and broadly communicated to the general membership.
B. The normal and regular work of the Council shall take place at the monthly Board meeting, along with any other business the Board chooses to address. All requests for recommendations of support from businesses or entities seeking permits from the City of Springfield, or endorsements in the RFP process, including the purchase of abutter lots, shall be heard at the regular monthly Board meeting.
C. Notices of monthly Board meetings shall be sent out to Board representatives at least seven (7) days prior to the meeting date, to the neighborhood mailing list currently in use for the distribution of notices to the general membership, and publically posted on the Council website Notice of meeting shall also be sent to the Springfield newspaper of record.
SECTION III: SPECIAL MEETINGS
A. A Special Meeting of the Board may be convened at the call of the President, and shall be convened by the President if requested to do so by a majority of all currently seated Board representatives. Requests must be in writing and state the purpose of the meeting and the President shall convene the meeting within seven (7) days of receiving the requests.
B. A Special Meeting of the General Membership shall be convened by the Board if instructed to do so by a petition signed by any twenty-five (25) individuals from the general membership. The signed petition must state the purpose of the meeting, and the meeting shall be convened within seven (7) days of receiving the petition. A Special Meeting of the General Membership may also be convened by the President or the Board as provided for in Section III [A] of this Article.
C. Special meetings shall be confined to one item of business, and no other business shall be transacted. Consideration of requests for recommendation as defined in Section II [B] of this Article is strictly prohibited.
D. Notices of special meetings shall be given by mail or other delivery to each Board member at least two (2) days before the date of such meeting. Such notice shall state the purpose of the meeting. The same notice shall be sent to the neighborhood mailing list currently in use for the distribution of notices to the general membership, and publically posted on the Council website. Public notice may be published more broadly if possible.
SECTION IV: GENERAL MEMBERSHIP MEETINGS
A. The Board will hold general membership meetings periodically, at which time the membership can express their concerns.
B. Any monthly Board meeting may serve as a general membership meeting, if designated to be so by the Executive Committee or a majority vote of the Board. Special Meetings may also be convened as general membership meetings, if so requested by petition of the general membership, or convened by the President or Board as provided for in Section III [B] of this Article.
C. The Annual Meeting shall be conducted as a general membership meeting.
D. General membership meetings require a quorum of thirty (30) individuals from the general membership for conducting business (the number of which includes Board representatives present), and all three (3) election districts must be represented. In the event that this quorum is not met, a general membership meeting may go forward and conduct the business at hand if two-thirds (2/3) of all seated Board representatives are in attendance. Individuals present from the general membership shall retain their voting privileges.
E. Notice of general membership meetings shall be sent out at least fourteen (14) days, and again at least seven (7) days prior to the meeting unless the membership meeting is being convened as a Special Meeting. Notice shall be sent to Board representatives, to the neighborhood mailing list currently in use for the distribution of notices to the general membership, and publically posted on the Council website; and notice shall be sent to the Springfield newspaper of record at least seven (7) days prior.
SECTION V: ANNUAL MEETING
A. One general membership meeting will be the Annual Meeting, which shall be held in June of each year, in lieu of the regular monthly Board meeting.
B. Notice of the Annual Meeting shall be the same as for general membership meetings as provided for in Section IV [E] of this Article.
C. At a minimum, the agenda for the Annual Meeting shall include a report by the President of the Council activities in the previous year; an annual financial report by the Treasurer; submission of the Election Report to the general membership by the Election Commission; the ratification of the annual election results as provided for in Article III, Section V; and may entertain any other business the Board or general membership choose to bring forward. At close of business, the newly elected Board representatives shall be seated, and annual officer elections shall take place as provided for in Article III, Section VI.
ARTICLE VII COUNCIL COMMITTEES
SECTION I: STANDING COMMITTEES
A. The Board shall establish or dissolve standing committees by a majority vote. Committee goals shall be evaluated and approved annually, within sixty (60) days of the seating of newly elected officers.
B. With the exception of the Election Commission and the officer Nominating Committee, the President shall appoint or reappoint all committee chairpersons annually, within sixty (60) days of assuming office. Chairpersons may be either Board representatives or individuals from the general membership.
C. Ideally, a majority of the membership on any standing committee shall be non-Board members from the general membership. All meetings of said standing committees shall be open to all individuals from the general membership.
D. Chairpersons may formally represent the Council in meetings and for purposes of information gathering as it specifically relates to the duties of their particular committee.
E. Chairpersons shall follow the rules of conduct and conflict of interest as provided for in Article V.
F. Chairpersons may be removed by a majority vote of the Board for failure to perform their duties, provided that they have been notified in writing of the motion to consider their removal seven (7) days prior to the vote and given an opportunity to make a statement, either written or oral. Board representatives shall also be given notice of the pending consideration. Deliberation shall take place in executive session and the vote shall be by secret ballot.
SECTION II: AD HOC COMMITTEES
A. The President shall have the authority to establish ad hoc committees to address new or special areas of concern from time to time, subject to the approval of a majority vote of the Board. The Board may also propose and establish ad hoc committees by a majority vote.
B. Ad hoc committees shall be subject to the same Bylaw provisions as standing committees.
SECTION III: COUNCIL COMMITTEE LIST
A. A list of all standing and ad hoc committees shall be maintained in the addendum to the Board Policy and Procedure manual. The list shall include committee chairpersons, a description of the scope and purpose of each committee, the duties of the chairperson, and the expectations of committee members. The list shall be updated annually, following the committee review as provided for in Section I [A] of this Article.
B. Chairpersons shall be responsible for submitting quarterly meeting and activity reports and fulfilling any other duties and responsibilities as outlined in the Council Committee List.
ARTICLE VIII COUNCIL OPERATIONS
SECTION I: POLICY AND PROCEDURE
A. Policies and procedures established by the Board shall be consistent with the Bylaws and Articles of Organization of the McKnight Neighborhood Council, Inc. Policies and procedures may be established or changed by a majority vote of the Board.
B. The Secretary/Clerk shall ensure that all policies and procedures are recorded in a manual and referenced by the date of the Board minutes which document the meeting at which they were approved and/or changed.
C. An addendum to the Policy and Procedure manual shall include the Council Committee List, standardized Council forms, and other documents as appropriate.
SECTION II: ADMINISTRATIVE STAFF
A. Any staff employed by the Council shall be approved by a majority vote of the Board, who shall determine the scope of duties.
B. The President and the Executive Board shall be responsible for the supervision of staff.
ARTICLE IX INDEMNIFICATION
SECTION I: INDEMNIFICATION
A. Each Director or Officer, present or former, shall be indemnified by the Corporation against all costs and expenses reasonably incurred by or imposed upon him/her in connection with or arising out of any action, suit, or proceeding in which he/she may be involved by reason of his/her being or having been such Director or Officer. Such expenses to include the costs of attorney’s fees and reasonable settlements made with a view to curtailing cost of litigation. Such indemnification shall include the payment by the Corporation of expenses incurred in defending a civil or criminal action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he/she shall be adjudicated to be not entitled to indemnification.
B. The Corporation shall not indemnify any such Director or Officer with respect to matters as to which he/she shall be finally adjudged in any such action, suit or proceeding not to have acted in good faith in the reasonable belief that his/her action was in the best interests of the Corporation, or in respect of any matter on which any settlement or compromise is effected if the total expense, including the cost of such settlement, shall substantially exceed the expense which might reasonably be incurred by such Director or Officer in conducting such litigation to a final conclusion.
C. The foregoing right of indemnification shall not be exclusive of other rights to which any such Director or Officer may be entitled as a matter of law. In determining the reasonableness of any settlement, the judgment of the Board of Directors shall be final.
ARTICLE X BYLAWS
SECTION I: BYLAWS
These Bylaws may be amended at any general membership meeting by two-thirds (2/3) majority vote of those present (the number of which includes currently seated Board representatives present). The membership meeting notice shall include the proposed action to amend the bylaws, and any proposed amendments shall be sent to the neighborhood mailing list currently in use for the distribution of notices to the general membership, and publically posted on the Council website in their entirety.