BYLAWS of THE EAST KENSINGTON NEIGHBORS ASSOCIATION (EKNA)
Adopted May 16, 2016
ARTICLE I – NAME, TERRITORY, MISSION
ARTICLE II – MEMBERSHIP
ARTICLE III – QUORUM
ARTICLE IV – BOARD OF DIRECTORS
ARTICLE V – DUTIES OF EXECUTIVE COMMITTEE OFFICERS
ARTICLE VI – MEMBER PARTICIPATION
ARTICLE VII – DECISION-MAKING AND CONTRACTS
ARTICLE VIII – CUSTODY and EXPENDITURE OF FUNDS; ANNUAL BUDGET; GIFTS
ARTICLE IX – CONFLICT OF INTEREST
ARTICLE X – INDEMNIFICATION
ARTICLE I. NAME, TERRITORY, MISSION
Section 1. Name
The name of this organization shall be the East Kensington Neighbors Association. In these bylaws, it may also be referred to as EKNA or the Association.
Section 2. Territory
The territory herein referred to as the Territory, or alternately the Area, of concern to the Association shall be the area in Philadelphia, PA bounded by Norris Street starting at Front Street, Norris Street to Frankford Avenue, Frankford Avenue to Trenton Avenue, Trenton Avenue to Lehigh Avenue, Lehigh Avenue to Kensington Avenue, Kensington Avenue to Front Street, and Front Street to Norris Street. Properties touching the above boundary streets and avenues are considered to be part of the territory of concern.
Section 3. Registered Community Organization (RCO)
We are a Registered Community Organization for the purpose of community participation in municipal zoning and planning decisions affecting the geographic area described above.
Section 4. Mission.
The mission statement of EKNA is as follows: We are a diverse group of concerned citizens working to improve East Kensington. We want to train community leaders and build positive relationships among neighbors, blocks, businesses, and institutions. We do this by cooperating with each other, government agencies, and other organizations.
Section 5. Motto.
The motto of EKNA is “Creating community, step by step.”
Section 6. Calendar
The Fiscal Year for the Association begins on the 1st day of January, concluding on the last day of December. Fiscal Years may be numbered according to the calendar year in which they conclude, for example the fiscal year ranging from 01/01/2025 though 12/31/2025 would be described as FY25.
Section 6: Confidentiality
EKNA will protect any confidential member information not otherwise available in the public record unless otherwise required by law to do so.
ARTICLE II. MEMBERSHIP
Section 1. Eligibility for Membership.
Persons eligible for membership must:
Be eighteen years of age or older; and
Be a resident of the territory who occupies their personal residence at least 6 months out of the current year; or
Be a property owner in the territory.
To be considered for membership, a person must meet the above qualifications for eligibility
Section 2. Verification Eligibility:
A director or officer of the organization or any member of the association may call for third-party documentation to verify a person’s eligibility for membership. Such documentation may include, but not limited to:
(a) copy of a valid, executed lease agreement relating to a property within the Neighborhood;
(b) a deed registered with the County of Philadelphia in the Commonwealth of Pennsylvania relating to property within the Neighborhood;
(c) a current voter registration card;
(d) a valid Pennsylvania Driver’s License;
(e) a valid state issued identification;
(f) a utility bill in the name of the person seeking membership;
(g) a printout of the Office of Property Assessment page indicating ownership of a property within the Neighborhood
AND a state issued photo ID;
(h) a City of Philadelphia Business License showing ownership of a business within the Neighborhood;
(i) a pay stub from showing required history of employment at a business in the Neighborhood
NON-DISCRIMATION: No one may be denied membership in the association on the basis of race, creed, disability, national origin, economic status, political affiliation, gender, sexual orientation or any other protected class.
Section 3. Privileges of Members
Only members who have attended three (3) general membership meetings in the six-month period preceding elections of directors may vote in such elections. The regular meeting at which elections occur shall be counted as one of the three meetings.
All members may vote on other matters at general membership meetings and serve on committees.
Non-members may attend regular meetings and participate in discussions at these meetings, but may not vote in elections of directors or officers, nor vote on other matters or serve on committees]
Only members who have attended three (3) general membership meetings in the six month period preceding elections of directors are eligible to serve as a director. The regular meeting at which elections occur shall not be counted as one of the three meetings.
A member, including a director, may request to the board of directors that a specific general membership meeting or committee meeting be limited to EKNA members only.
Section 4. Political Activity, and Persons Elected to Public Office(s)
The Board shall not at any time, in any way, involve the Association in partisan political campaign activities, nor shall it authorize or approve any officer or member to do so in the name of the Association.
No one elected to hold positions in any federal, state, county or municipal government may serve as a director of the Association while at the same time being elected to such elected office(s).
Persons who seek election to such public offices during their term of service as Director of the Association should note that the length of their term of service to the Association will expire upon election to the elected position office.
ARTICLE III: QUORUM
Section 1: Quorum at Directors Meetings
A quorum of the Board of Directors shall consist of a majority of the current number of Directors, but shall not to be less than 4 at any time.
Section 2: Quorum at General Membership Meetings
Quorum at General Membership Meetings is the number in attendance at any publicized meeting, with a minimum of 20 association members present who are eligible to vote, Directors included.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. Powers
The business and affairs of the Association shall be managed by the Board of Directors (also referred to collectively, herein, as “the Board” and individually, as “Directors”), except as otherwise required by statute, these Bylaws or a resolution duly adopted by the Board. The directors shall oversee all affairs of EKNA, in accordance with its stated purpose, and perform the duties prescribed by these Bylaws including contractual obligations of EKNA, not otherwise assigned herein.
Section 2. Board of Directors
The Board of Directors of the Association shall consist of President, Vice President, Treasurer, Secretary and 3 Board Members At-Large. The allowable number of Directors shall increase to 9 (nine) on or before January 31st, 2017 by adding two board of director positions.
Section 3. Electing Board of Directors
The Organization (EKNA) shall maintain a Board of Directors elected by the general membership composed of the Officers of the corporation as follows: President, Vice President, Secretary, Treasurer and three Board Members At-Large, increasing to 5 Board Members At-Large on or before January 31st, 2017.
Section 6. Election and Terms of Board of Directors
The President, Treasurer, and 3 at large members of the Board of Directors shall be elected in odd numbered years. The Vice President, Secretary, and remaining members of the Board of Directors shall be elected in even numbered years.
Voting members shall vote annually to elect available Director seats via secret ballot at a regular meeting of the members. Directors shall serve terms of two years, beginning at the commencement of the next regular membership meeting, and continuing until their successors are elected and qualified.
Transition: The President-elect, Vice-president elect, Secretary elect, or Treasurer elect will receive a briefing from their respective sitting or acting officer on pending agenda items, anticipated business or priority matters of the association.
The President, Vice President, Treasure and Secretary shall be elected to two-year terms with a limit of two consecutive terms before another person must occupy the office. The Directors at Large shall be able to serve unlimited consecutive terms.
A previous two-term Executive Officer is eligible to hold the same office again after another person has served in that office for one term.
An Executive Officer who is completing two consecutive terms in one office is eligible to be elected to a different office or serve as a director at large.
These elections shall be fair and clearly organized by the Executive Committee at the general meeting where the vote is taking place.
Section 7. Nominating Committee
The President, with the approval of the Board, shall appoint a Nominating Committee of at least (2) two Board members and one voting member, not less than three (3) months prior to the Election Meeting. The Nominating Committee shall seek candidates for the Board, verify the eligibility of all candidates and oversee the conduct of elections. The Nominating Committee shall make its report to the Board at least one month prior to. Candidates identified by the Nominating Committee shall be presented at the two membership meetings prior to the election meeting. Nominations for Officers and Board members may also be made from the floor at these two meetings, provided the person(s) so nominated is eligible to serve and agrees to serve if elected.
Section 8. Board of Directors Meetings
The annual meeting of the Board shall be held in January of each year. Regular meetings of the Board shall be held as determined by the Board. Special meetings of the Board may be called by the President or by one-third of the Board at any time. At least five (5) days’ notice stating the time, place, and purpose of any special meeting shall be given to the members of the Board.
Section 9. Quorum at Board Meetings
A majority of all Directors, though not less than 4, shall constitute a quorum for the transaction of any business that may properly come before the board. The actions of a majority of the Directors present at a duly convened meeting at which a quorum is present shall be the deemed the action of the Board, unless a greater number is required by the Act or these Bylaws.
Section 10. Board Voting
The Board of Directors may vote on matters in person at a regular Board of Directors meeting, or via email. Board members offering business that may properly come before the Board for discussion and vote over email shall notify all Directors of the business of hand by email, wherein the Board will have at least 5 business days to consider the matter, discuss, offer amendment or a vote. If the proposal is significantly amended, then a new 5 day review period will commence. If the matter is proven urgent and does not allow for the 5 day review or extended considerations, the matter may be taken up by the Executive Committee.
Section 11. Resignations
Any Director may resign at any time by giving written notice to the President or Secretary. Such resignation shall take effect on the date expressed in written notice. The President shall ensure that a full transition briefing will be given to any new appointee.
Section 12. Removals
Any Director may be removed from office with or without the assignment of any cause, by a vote of a majority of Directors in office, or a two-thirds majority of Members who are in good standing, provided that written notice of the intention to consider removal of such Director has been included in the notice of the meeting. No Director shall be removed without having the opportunity to be heard at such meeting prior to the vote, but no formal hearing procedure need be followed.
Section 13. Vacancies
By a two-thirds vote of those present at a general membership meeting, the Association may declare a Director position vacant if:
The Director does not attend an Association meeting or otherwise acknowledge acceptance of election to office within thirty days of such election;
The Director does not have acceptable reasons for absence from three consecutive regular meetings of the Association;
The Director fails to attend more than 3 consecutive Director meetings;
The Director no longer meets the criteria for membership in the Association;
The Director is declared of unsound mind by a court or The Director is convicted of a felony or misdemeanor involving moral turpitude.
Not to exceed 6 months, any vacancy due to death, resignation, removal, disqualification or for any other reason may be filled by the majority vote of the membership at any regular or special meeting of the Association after notice is mailed or otherwise delivered to all members eligible to cast votes. Any person so elected shall serve the remainder of the regular term of office.
In an interim period of vacancy of Vice President, Treasurer or Secretary, until such time the membership shall votes to fill that vacancy, the President shall appoint a Board Member At-Large as the acting position. In the case of a vacancy of President, the Vice President shall assume the role of President and appoint a Vice President from the Board Members At-Large. If a Board Member At-Large vacancy occurs, the President can appoint a general member in good standing to the vacant Board Member At-Large seat until such a membership vote.
ARTICLE V: DUTIES OF EXECUTIVE COMMITTEE OFFICERS
Section 1. Duties of the President
The President shall:
Serve as the Chairperson of the Executive Committee
Preside at general meetings of the organization;
Shall have the ability to appoint chairs, co-chairs and members of committees and serve as an ex-officio member of all committees;
Represent the organization at public functions or meetings with other groups and organizations or choose other members to provide this representation;
Sign, execute, and acknowledge documents as authorized by the Board; and
Supervise generally the activities of the organization
Section 2. Duties of the Vice-President
The Vice-President shall:
Perform the duties of the President in the absence or incapacity of the President; and
Perform such other duties as may from time to time be assigned by the President or the Board.
Section 3. Duties of the Secretary
The Secretary shall:
Attend all meetings of the general membership and prepare minutes of these meetings that summarize discussions, persons in attendance, and actions taken, including votes. In the event that the Secretary cannot attend such meetings or is occupied with other duties at them, she or he shall arrange for another person or persons to take notes and prepare minutes for the Secretary’s review and approval;
Present the minutes of each regular meeting for amendment and approval by formal vote at the next regular meeting;
Maintain records of minutes and other documents of the organization;
See that advance notice is given to members of upcoming meetings in a timely fashion;
Recruit a substitute if she or he is unable to attend a meeting, after notifying the President of his or her unavailability; and
Perform such other duties as may from time to time be assigned by the President or the Board.
Section 4. Duties of the Treasurer
The Treasurer shall:
Oversee the deposit of all funds in the banks or other institutions of safe-keeping designated by the Board;
Sign checks, along with at least one other authorized person, to pay expenditures authorized by the Board;
Maintain detailed financial records;
Work with the Membership, other Directors and Committees to ensure the collection of all amounts due the organization;
Present financial reports at all regular meetings or on another timely basis, as directed by the Membership, summarizing monies received since the last meeting, accounts receivable and payable, funds on hand, and other important data;
Present her or his records in an organized manner for review at least annually by an audit committee or outside auditor; and
Perform such other duties as may from time to time be assigned by the President or the Board.
Use any form of electronic payment with written consent from the President
ARTICLE VI: MEMBER PARTICIPATION
Section 1. Committees
To fulfill the mission, responsibilities, and organizational priorities set forth by the Board and Membership, the Association may employ a variety of formats to cultivate involvement, action, and information including the commission of, or engagement with, the following:
a) Mandatory Committees: Under these Bylaws the association shall by mandate, maintain an Executive Committee, A Nominating Committee, and a Budget Committee.
b) Standing Committees: The Board may maintain and establish other ongoing member-run committees to advise or to exercise authority as the Board shall designate. Existing or Board-established committees shall include at least one Director who will serve as a liaison between the committee and the Board. Standing Committees will operate with a charter describing the scope and goals of their work.
c) Ad hoc Committees: The Board of Directors or the Membership may charter an Ad hoc committee to conduct research, discussion, or take action on a specific item or issue for a given period of time that may not fit within another group Charter. Such committee’s work or duration may be expanded by the Board or Membership or such committee may become a Standing Committee. Ad hoc Committees may present various recommendations or reports to the Board and/or Members. Ad hoc Committees will operate with a charter describing the scope and goals of their work.
Section 3. Roles and Responsibilities of Committee and Group Members
a) All members of all committees, etc., above will be composed of Association membership, with exceptions to be made at the Board’s discretion. Committees will propose and advise on expenditures to the Board with respect to specific activities, as described in Article VIII Section 3 of these by-laws.
b) Members or the Board may from time to time motion to engage with a liaison, specialist or consultant whose expertise or experience is essential to a specific EKNA mission. Such person or persons may serve on an EKNA committee. If not a member of the Association, prior to engagement on the topic at hand, that person(s) will not have a vote on business decisions but may set forth recommendations for consideration by the Board or Membership.
All Committees, etc., are expected to:
a) meet with Board of Directors as the Board may deem necessary
b) in their EKNA activity connected to the Association, conduct themselves in a manner that reflects the values and mission of the organization
c) do not engage in expenditures or debts on behalf of the Association without prior Board or membership approval
d) present information or recommendations to the Board or Membership as may be requested from time to time
e) Hold regular meetings
Section 4. Electing Committee Chairpersons
Mandatory, Standing, and Ad hoc Committees shall have chairpersons to be elected by a majority vote of the members of that committee, and shall serve for 1 or 2 years, at the option of the elected chairperson and with the approval of the committee. Committees are encouraged to elect co-chairpersons to share responsibilities.
Once a committee has been established for at least four months, future chairpersons are to be selected from among committee members having at least two months prior service on the committee through meetings or participation in committee activities.
Section 6. Role of Committee Chairs Committee Chairpersons will;
Written report activities of the committee to the general membership on a regular basis.
Supply their committee’s proposed budget or resource needs to the Board and Members
Meet with Board from time to time if Board members need more info or discussion
Section 7. Vacancies
At least one Chairperson must be maintained at all times. Vacancies caused by the resignation of a Committee Chairperson between elections shall be filled by a majority vote of the members of that committee. Each person so elected shall be the Chairperson until the end of the current term.
Section 8. Removal of Committee Chairpersons
Provisions of Article IV, Section 12, Removal of Directors, apply.
ARTICLE VII. DECISION-MAKING AND CONTRACTS
Section 1. Decision-Making in General
Approval of minutes must be by formal motion at a general membership meeting. At the discretion of the meeting Chairperson, other matters may be decided by consensus.
At any time between meetings, or during the new business portion of the membership meeting, any member may request, in writing or verbally at the new business portion of the meeting to be recorded in the minutes, of the Board that an item be considered for decision at the next member meeting as part of the scheduled Agenda for that meeting with proper time allotted for presentation, discussion, debate (if any), and recording of a formal vote by the Secretary or appointed minute taker. The Board will also share the research and consideration given to the matter and any recommendation it may have to help advise the Membership.
Section 2. Methods of Voting
The Chairperson of the meeting will preside over voting and may choose what method of voting to be employed as he or she feels is most appropriate for the business at hand. Methods include:
1. Voice Vote, by members saying together “aye” or together “no”
2. Rising Vote, either by the standing or a show of hands of a voting members
3. Vote by Secret Ballot, which is simply a written note put handed over from a voting member.
4. Roll Call Vote, with voting members speaking their vote as the secretary calls their name.
Section 3. Motions
Motions will be conducted in accordance with the Robert’s Rules of Order as captured in the Webster’s New World Robert’s Rules of Order – Simplified and Applied, or in Wiley’s Robert’s Rules for Dummies 2016 ed. so to ensure all present voting Members and Directors have the opportunity for debate, discussion, referral, tabling and amendment of motions among other options as provided for customarily in parliamentary procedure.
Section 4. Void Motions
No motion is in order that conflicts with the laws of the nation, state or municipality, or with the assembly’s by-laws, and if such a motion is adopted, even by a unanimous vote, it is null and void.
Section 5. Changes in Bylaws.
Bylaws changes may be proposed by any Member of the association at a regular meeting. All proposed changes and amendments to the bylaws must be presented to the Board of Directors for review and recommendation to the membership. If recommendation is given by a two-thirds (2/3) vote of the current Board the membership will be notified in writing that a vote on the changes or amendments will be taken at a subsequent meeting. The Board will present the changes or amendments to the general membership for ratification by majority vote. The ratified changes and amendments to the bylaws will be considered effective at the commencement of the next Board of Director meeting or general membership meeting, whichever is earlier.
Section 6. Contracts, Expenditures of Funds and Other Agreements.
In general, the President shall sign, execute, and acknowledge contracts and agreements after discussion and approval by a majority of the Board. Where the matter at hand is within the scope of work of a mandatory committee, a standing committee, or an ad hoc committee, such groups or person(s) will present their recommendations to the Board for review and approval. After such approval, the President or a majority of the Board may also authorize another officer or representative of the Association to sign, authorize, or acknowledge a particular contract.
In circumstances where a decision on contracts or agreements cannot await the recommendation of a committee, group or person(s) the Board may proceed as deems reasonably necessary, Expenditures made in such situations must be based on compelling circumstances or Association actions that the Board reasonably considers a precedent. The President or other officer shall report these expenditures at a general membership meeting, explain why the decision could not be postponed, describe the precedents(s) or circumstances, and ask if anyone from the membership moves for a vote of approval of the expenditures. If the motion is seconded, discussed and a vote of disapproval taken, the Board is prohibited from making expenditures for the same or similar purposes in the future without advance approval at a general membership meeting, but is not obligated to attempt to undo the expenditure already made.
ARTICLE VIII. CUSTODY AND EXPENDITURE OF FUNDS; ANNUAL BUDGET; GIFTS
Section 1. Deposit of Funds
All funds of the Association shall be deposited in a timely manner to the Association’s credit in one or more banks or other depositaries as the Board of Directors may select.
Section 2. Annual Budget
The President shall each year present to the Board of Directors a proposed budget for the ensuing year. The Board shall review the proposed budget with the President and present it, with any proposed amendments and recommendations, to the Membership. The recommended budget shall be considered and adopted in final form as the annual budget by the vote of a majority of the Membership. Any amendments to the budget shall follow the same procedure of other voted on motions.
Section 3. Expenditure of Funds
Association funds other than approved by the annual budget or awarded grants shall be expended only after a formal recommendation to the Board from the relevant committee, stating the purpose and amount or limits of the proposed expenditure, followed by final approval by a majority vote of the Board provided there is a quorum of Board as described herein. Expenditure of funds shall be made only by check upon the approved institutions of deposit or safekeeping, excepting that the Treasurer may use the bank debit card for pre-approved expenses. All checks for expenditures shall be signed by two persons. The Treasurer must be one of these persons. The other person or persons must be chosen by the Board of Directors. If an institution of safekeeping other than a bank is used that does not offer a checking account, then the Treasurer must be convinced that a withdrawal of funds has been approved at a Board meeting.
Section 4. Acceptance of Donations etc.
On behalf of the Association, Board Directors may accept donations, gifts, bequest, or devise provided that such things received are supportive of the general purposes or any special purpose of the Association. Any donations capable of being deposited or recorded to the Association’s favor are to be forwarded to the Treasurer for deposit as soon as reasonably possible. Any non-monetary contributions will be addressed at the next Board meeting, or earlier if the circumstances are time sensitive. Disbursements of funds received will be determined by the Board of Directors, consistent with the purpose of the Association and reported to Membership via the Treasurer’s report.
ARTICLE IX. CONFLICT OF INTEREST
Section 1. Conflict of Interest
When any member having an interest in a contract, transaction or other business presented to the Association or a committee for authorization, approval, or ratification, then prompt, full, and frank disclosure of this interest shall be made prior to any action on the contract or transaction.
The body to which such disclosure is made shall then determine, by majority vote, whether the disclosure shows that a conflict of interest exists. If a conflict is deemed to exist, such person shall not vote on, nor use her or his personal influence on, nor participate in the discussions or deliberations on such contract or transaction, except to present factual information or to respond to questions.
The minutes of the meeting shall reflect the disclosure made, the vote thereon by the appropriate body, and the abstention from voting and participation.
ARTICLE X: INDEMNIFICATION
The Association shall indemnify any person who was or is a party or threatened to be made party of any threatened, pending or completed action, suit or proceeding either civil, criminal, administrative or investigative by reason of the fact that he or she is or was a director, officer or employee of the Association or is or was serving at the request of the Association as a director, officer or employee of another organization against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding to the extent that such a person is not otherwise indemnified and the power to do so has been or may be granted by statute.