BY-LAWS OF

NESHOBA NORTH NEIGHBORHOOD ASSOCIATION

(REVISIONS APPROVED AT THE GENERAL MEETING ON SEPTEMBER 3, 2009)

1. Name and Address of Association

The name of the association shall be Neshoba North Neighborhood Association, hereinafter referred to as the Association. The address of the Association is that of the Treasurer or as determined by the Association.

The Neshoba North Neighborhood is bordered by Neshoba Road on the South, Wolf River Blvd. on the North, South Germantown Road on the East, TVA Power Lines on the West, excluding Hunters Run Subdivision.

2. Duration

The duration of the Association is to be perpetual.

3. Purpose

The purpose of the Association is to establish liaison with the local governing bodies, to maintain the original high quality of the neighborhood and to promote and support the positive and constructive use of public land and buildings and to discourage indiscriminate and unreasonable zoning or development plans. We also want to encourage beautification of public properties within the community and engage in charitable and related activities in the community.

4. Membership

Membership in the Association shall be restricted to households residing in the neighborhood designated as Neshoba North by the City of Germantown. Each household shall be represented by no more than two adults per household and shall have two votes. No individual shall have more than one vote.

Any duly qualified member shall have the right to vote at regular meetings of the Association or special meeting thereof, so long as his/her membership has been in good standing for a minimum of 90 days.

Membership dues shall be set by the Executive Committee and shall be paid annually by check or money order. Dues will be considered delinquent by the end of the first quarterly meeting.

If at any time, the Association is dissolved, any funds or assets remaining after settlement of all outstanding debt will be donated to a local charitable organization. Dissolution of the Association and donation of these funds and assets will be by act of the Executive Committee.

5. General Meetings

The Association will meet quarterly. The President will establish the tentative meeting dates for the year at the Executive Committee’s first meeting of the year. Households will be notified at least two weeks prior to the meetings by public notice, mail, email or other notification.

Members present shall constitute a quorum.

6. Special Meetings

Special meetings, social gatherings or activities as warranted, will be at such other times as the Executive Committee shall deem necessary.

Households will be notified at least two weeks before such meetings by public notice, mail, email, or other written notification. The purpose, date, time and place of the meeting will be in the notice.

Members present shall constitute a quorum.

7. Meetings will be conducted according to Roberts Rule of Order.

8. Officers and Executive Committee

The officers of the Association shall be the president, vice-president, secretary, treasurer, and parliamentarian and shall be members in good standing thereof.

The officers of the Association, together with the chairpersons of various standing committees and the recent past President, shall constitute the Executive Committee.

Executive Committee meetings shall be called as necessary by the President or by a majority of the Committee.

Members present shall constitute a quorum.

9. Election of Officers

The officers shall be elected at the annual fourth quarter meeting of the Association. The officers shall serve for a term of two years, not to exceed two consecutive terms, or until their successors are elected and qualified. The elected officers shall take office January 1 and serve through December 31 of their second year.

The President, Secretary and Parliamentarian shall be elected on even-numbered calendar years. The Vice-President and Treasurer shall be elected on odd-numbered calendar years.

Nominees for office must receive a majority of the votes in each election. In case of no majority, there will be a run off election.

The Executive Committee shall present at the annual meeting a slate of nominees.

Nominations may also be made from the floor.

Credentials of nominees shall be cleared through the Secretary and Treasurer. Credentials are that the nominee has been a member in good standing for a minimum of 90 days prior to the election date.

10. Vacancy of Elected Officers

A. President:

In the event of a vacancy, the Vice-President shall assume the Office of President for the remainder of the term.

B. Vice-President, Secretary, Treasurer, and Parliamentarian:

In the event of a vacancy in any of these positions, a new election will be held to fill the vacancy. However, if there are less than six months remaining in any vacant officer’s term, then the President shall appoint an interim officer that will serve until the next regular election.

11. Duties of officers

A. The President:

Shall preside at all meetings of the Association and the Executive Committee.

Shall be chief executive officer and shall have general management and control of the business of the Association.

Shall be an ex-officio member of all committees.

Shall perform all duties as from time to time may be assigned to him by the Association.

B. The Vice-President:

Shall be responsible for the Association’s General Business Meeting programs, with the approval of Executive Committee.

Shall, in the absence of the President, perform the duties and exercise the powers of the President.

Shall perform such other duties and have such other powers as may, from time to time, be assigned by the Association.

B. The Secretary:

Shall attend all meetings of the Association.

Shall record all votes and the minutes of all proceedings in a book especially for the Association.

Shall serve as the chairperson of the Communications Committee.

D. The Treasurer:

Shall have custody of the Association funds.

Shall keep full and accurate records using the Cash Method of accounting.

Shall deposit all receipts in the name of and to the credit of the Association, in such depositories as may be designated by the Association.

Shall disburse the funds of the Association as authorized by the Association (or Executive Committee, as authority is delegated, from time to time, by the Association). Checks of the Association in the amount of 250.00 or more shall require the signatures of both the Treasurer and the President.

Shall render to the President and the Association, whenever required, an account of all the Treasurer's transactions, and have the financial condition of the Association.

The Treasurer's accounts shall be subject to audit, at the direction of the Executive Committee or the Association.

The auditor shall be appointed by the President and approved by the Executive Committee.

E. The Parliamentarian:

The Parliamentarian of the Association shall maintain order at meetings of the Executive Committee and general meetings.

12. The Executive Committee:

Shall exercise all the powers given it by the Association and the by-laws.

Shall act on all matters arising in the intervals between regular and special membership meetings and shall report such action at the next regular meeting of the Association.

Shall coordinate and administer all of the objectives of the membership and the Association.

Shall recommend and submit new policies and changes in the by-laws for approval by the membership.

Shall assist the Treasurer in preparing an annual budget for submission to the Association for the upcoming calendar year.

13. Amendments

The By-Laws may be amended at any regular meeting or special meeting, provided at least thirty days (30) notice is given to all members of any proposed constitutional amendment.

Any proposed change in the By-Laws presented to the regular or special meeting must be approved by a majority.

14. Standing Committees

By-Laws Committee

Social Committee

Neighborhood Watch Committee

Emergency Preparedness Committee

Lawn and Garden Committee

Liaison Committee (City of Germantown)

Communication Committee

Membership Committee

Special Project Committee (Neighborhood Projects)

Members of all Standing Committees shall be volunteers and shall serve on the various Committees under the direction of the Executive Committee.