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BY - LAWS OF THE ISLAND HOME PARK NEIGHBORHOOD ASSOCIATION
ARTICLE I
OFFICE The principle office of the Island Home Park Neighborhood Association (the Association) shall be located at the residence of the President of the Association.
ARTICLE II
BOARD OF GOVERNORS
| 2.1 | General Powers - The affairs of the Association shall be managed by its Board of Governors. |
| 2.2 | Composition - The Board of Governors shall consist of the duly elected Governors and all other officers of the Association. |
| 2.3 | Governors' Districts - The Island Home Park Neighborhood (Neighborhood) shall be divided into eight (8) Governors' Districts as shown on the map attached hereto as Exhibit A. The Districts shall be composed as follows: |
| District |  | Sectors |
| 1 | | 91, 92, 102 |
| 2 | | 112, 113 |
| 3 | | 141, 142 |
| 4 | | 114, 145, 152, 433 |
| 5 | | Part of 143, part of 144 |
| 6 | | 151, part of 143, part of 144 |
| 7 | | 410, 421, 422 8 423, 431 |
| 2.4 | Number - The number of Governors shall be sixteen (16), but the Board of Governors may increase the number of Governors by a majority vote of the entire Board of Governors. One Governor shall be elected by the residents of each Governor's District of the Neighborhood to represent the district. Eight (8) Governors shall be elected from the Neighborhood at-large. |
| 2.5 | Qualifications - Governors shall be adult residents of the Island Home Park Neighborhood Association and, unless holding an at-large position, residents of the Governor's District that they represent. |
| 2.6 | Tenure - Each Governor shall hold office for a term of two (2) years. |
| 2.7 | Election - The Governors of the Association shall be elected every two (2) years by the members of the Association at the Association's annual meeting or as soon thereafter as conveniently may be. Each Governor shall hold office until a successor shall have been duly elected and qualified. Elections shall follow the guidelines specified in Article XIII of these by-laws. |
| 2.8 | Miscellaneous Duties - Governors shall participate in the management of the affairs of the Association. Governors shall be responsible for distribution of meeting notices and Neighborhood newsletters to the houses in the District that they represent, and other assignments made by the Executive Committee or Board of Governors. |
| 2.9 | Removal - Any Governor, elected or appointed by the Association, may be removed by a two-thirds (2/3) vote of Board of Governors or by a two-thirds (2/3) vote of the members of the Association at a regular or special meeting whenever it is judged to be in the best interests of the Association. Notification of removal shall be by letter delivered by certified mail. |
| 2.10 | Regular Meetings - The Board of Governors shall meet within thirty (30) days of an election at an appropriate place within the Neighborhood or in the vicinity of the Neighborhood and at a time agreed to by the Board of Governors members. At this meeting, the Board of Governors shall provide by resolution the time and place for the holding of additional regular meetings of the Board of Governors. Notice of this resolution shall be placed in the Neighborhood newsletter; no other notice shall be required for these meetings. Any member of the Association may attend any meeting of the Board of Governors to bring business before it. |
| 2.11 | Special Meetings - Special meetings of the Board of Governors may be called by or at the request of the President or any two (2) Governors. The person(s) calling a special meeting of the Board of Governors may fix any place within the Neighborhood or in the vicinity of the Neighborhood as the place for holding any special meeting of the Board of Governors called by them. Meetings shall be called for a time of day appropriate for the meeting. |
| 2.12 | Notice - Notice of any special meeting of the Board of Governors shall be given at least seven (7) days in advance of the meeting to each Governor at his address as shown by the records of the Association. Notice may be by written notice delivered personally or sent by mail, telephone, or electronic means as previously approved in writing by each Governor. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. Any Governor may waive notice of any meeting. The attendance of a Governor at any meeting shall constitute a waiver of notice of such meeting, except where a Governor attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Governors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or these by-laws. |
| 2.13 | Quorum - A majority of the Board of Governors shall constitute a quorum for the transaction of business at any meeting of the Board of Governors, but if less than a majority of the Governors is present at a meeting, a majority of the Governors present may adjourn the meeting without further notice. |
| 2.14 | Manner of Acting - The act of a majority of the Governors present at a meeting at which a quorum is present shall be the act of the Board of Governors, unless the act of a greater number is required by law or by these by-laws. |
| 2.15 | Vacancies - Any vacancies occurring in the Board of Governors and any Governorship to be filled by reason of an increase in the number of Governors may be filled by affirmative vote of a majority of the remaining Governors, though less than a quorum of the Board of Governors. A Governor elected to fill a vacancy shall be elected for the predecessor's unexpired term. |
| 2.16 | Compensation - Governors shall receive no salaries for their services as Governor, but by resolution of the Board of Governors, expenses of attendance of any function pertinent to their duties may be allowed. |
| 2.17 | Informal Action by Governors - Any action required by law to be taken at a meeting of Governors, or any action which may be taken at a meeting of Governors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Governors. |
| 2.18 | Liability - No Governor of the Association shall be personally liable to the Association for monetary damages for breach of fiduciary duty as a Governor except: (a) for any breach of the Governor's duty of loyalty to the Association; (b) for acts or omissions not in good faith or involving intentional misconduct or knowing of violation of the law; and (c) for violation of T.C.A. 48-58-301 and 48-58-304. |
| 3.1 | Officers - The officers of the Association shall be President, Vice President, Secretary, Treasurer and such other officers as may be elected in accordance with the provisions of this Article and Article XIII. Co-officers are acceptable. The Board of Governors may elect or appoint such other officers, including Assistant Secretaries and Treasurers, when desirable, and such officers shall have the authority and perform the duties prescribed by the Board of Governors. |
| 3.2 | Executive Committee - The Executive Committee shall comprise the officers of the Association. A quorum of the Executive Committee is a majority of the officers. The Executive Committee shall prepare budgets, set agenda for Board of Governors meetings, conduct business of the Board of Governors between regular meetings when no special meeting can be called, perform all duties elsewhere assigned by these by-laws or assigned by the Board of Governors. The Executive Committee shall report all activity to the Board of Governors at the next Governors meeting. |
| 3.3 | Election and Term of Office - The officers of the Association shall be elected every two (2) years by the members of the Association at the Association's annual meeting or as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Governors. Each officer shall hold office until a successor shall have been duly elected and qualified. |
| 3.4 | Removal - Any officer, elected or appointed by the Association, may be removed by a two-thirds (2/3) vote of the Board of Governors or by a two-thirds (2/3) vote of the members of the Association present at a regular or special meeting whenever it is judged to be in the best interests of the Association. Notification of removal shall be by letter delivered by certified mail. |
| 3.5 | Vacancies - A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board of Governors for the unexpired portion of the term. |
| 3.6 | President - The President(s) shall:
| (a) | be the principle executive officer of the Association; |
| (b) | in general, supervise the business and affairs of the Association; |
| (c) | preside at all meetings of the Board of Governors and general member meetings; |
| (d) | monitor committee activity; and |
| (e) | in general, perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Governors. |
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| 3.7 | Vice President - In the absence of the President or in the event of the President's inability or refusal to act, the Vice President(s) shall perform the duties of the President. When so acting, the Vice President(s) shall have all the powers of and be subject to all restrictions upon the President. The Vice President shall perform such other duties as may be assigned by the President or by the Board of Governors. |
| 3.8 | Treasurer - The Treasurer(s) shall:
| (a) | have charge and custody of and be responsible for all funds of the Association; |
| (b) | receive and give receipts for monies due the Association; |
| (c) | deposit all such monies in the name of the Association in the financial institution selected in accordance with the provisions of Article V of these by-laws; and |
| (d) | in general, perform all the duties incident to the office of Treasurer and such other duties as may be assigned by the President or Board of Governors. |
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| 3.9 | Secretary - The Secretary(ies) shall:
| (a) | keep the minutes of the meetings of the Board of Governors and general member meetings in one or more books provided for that purpose; |
| (b) | see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; |
| (c) | be custodian of the Association's records; |
| (d) | coordinate the writing and production of the Neighborhood newsletter(s); and |
| (e) | in general, perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or Board of Governors. |
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| 3.10 | Liability - No officer of the Association shall be personally liable to the Association for monetary damages for breach of fiduciary duty as an officer except: (d) for any breach of the officer's duty of loyalty to the Association; (e) for acts or omissions not in good faith or involving intentional misconduct or knowing of violation of the law; and (f) for violation of T.C.A. 48-58-301 and 48-58-304. |
| 4.1 | Committee Appointments - Committee members are recommended by the President(s) and appointed by the Board of Governors. Committee assignments shall be made within forty-five (45) days of the election and after obtaining levels of interest from Governors at the first Board of Governors meeting held thirty (30) days after the election. Committees shall include one (1) or more Governors and may include any number of Association members. Before any committee member is appointed by the Board of Governors, the President or other officer or Governor should contact each nominee, either by phone, in person, or by written notice (with return receipt deadline noted) to determine their willingness to serve on the committee for which they have been nominated. No person should be appointed to a committee if they have not agreed to serve. These committees, to the extent provided in a resolution adopted by a majority of the Governors, shall have and exercise the authority of the Board of Governors in the management of the Association. However, no committee shall have the authority of the Board of Governors in reference to amending, altering, or repealing these by-laws; electing, appointing, or removing any members of such committee or any Governor or officer of the Association; authorizing the voluntary dissolution of the Association or revoking proceedings; or amending, altering, or repealing any resolution of the Board of Governors which by its term provides that it should not be amended, altered, or repealed by such committees. All committees are responsible to report to the Board of Governors. Committees such as the following shall be assigned: (a) Beautification; (b) By-laws; (c) Communication (newsletter); (d) External Affairs; (e) Membership/Neighborhood Directory; (f) Neighborhood Watch; (g) Park/Greenways; and (h) Social. Any other committees may be formed, at any time, by the Board of Governors and the Executive Committee. |
| 4.2 | Term of Office - Each member of a committee shall continue as such until the next annual meeting of the members of the Association and until a successor is appointed, unless the existence of the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such members shall cease to qualify as a member. |
| 4.3 | Chairperson - The Chairperson of each committee shall be a current member of the Board of Governors or an Association member designated by the President of the Association. |
| 4.4 | Vacancies - Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. |
| 4.5 | Quorum - Unless otherwise provided in the resolution designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be act of the committee. |
| 4.6 | Rules - Each committee may adopt rules for its own government consistent with these by-laws or with rules adopted by the Board of Governors. |
ARTICLE V
CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
| 5.1 | Contracts - The Board of Governors may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. |
| 5.2 | Checks, Drafts, etc. - All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall be determined by resolution of the Board of Governors. In the absence of such determination by the Board of Governors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the Association. Executive Committee members may authorize minor expenses up to one hundred dollars ($100.00) with verbal and/or written consent of the Board of Governors. |
| 5.3 | Deposits - All funds of the Association shall be deposited promptly to the credit of the Association in such banks, trust companies, or other depositories as the Board of Governors may select. |
| 5.4 | Gifts - The Board of Governors may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Association. |
ARTICLE VI
BOOKS AND RECORDS The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Governors and committees having any of the authority of the Board of Governors. All books and records of the Association may be inspected by any Governor, officer, member, or an agent or attorney of same, for any proper purpose at any reasonable time, upon the giving of twenty-four (24) hours advanced notice to the person having the custody of the records to be inspected.
The fiscal year of the Association shall begin on the first day of June and end on the last day of May of each year.
ARTICLE VIII
WAIVER OF NOTICE Whenever any notice is required to be given under the provision of these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE IX
PLACE OF ALL MEETINGS All meetings of the Association and any meetings of officers, Governors, and committees shall be held within the Neighborhood or in the vicinity of the Neighborhood. Any member of the Association may attend any such meeting.
ARTICLE X
DEFINITION OF NEIGHBORHOOD The Island Home Park Neighborhood Association is for the mutual support and benefit of all persons living in the area defined as Island Home Park. The Neighborhood is that area located in the Ninth (9th) District of Knox County, Tennessee, and within the Twenty-sixth Ward of the City of Knoxville, and bounded as follows: on the North, by the Tennessee River, on the East, by the campus of the Tennessee School for the Deaf, Willis Place, and Fisher Place, on the South, by Hillsboro Heights, and on the West, by Maplewood Drive. Any residence adjoining any boundary street shall be deemed to be within the Neighborhood.
| 11.1 | Qualifications - Any adult living within the Neighborhood (be they homeowners or renters) is a member of the Association. |
| 11.2 | Voting - Each member of the Association shall be entitled to one vote per person age 18 or older. |
| 11.3 | Annual Meeting - The regular annual meeting of the Association shall be held during the month of September at an appropriate place within the Neighborhood or in the vicinity of the Neighborhood. Time of the meeting should be appropriate for the business to be discussed. |
| 11.4 | Special Meetings - Special meeting of the members of the Association may be called by or at the request of the President, any three (3) Governors, or any nine (9) members. The person or persons authorized to call special meetings of the Association shall hold the meeting at an appropriate place within the Neighborhood or in the vicinity of the Neighborhood. Time of the meeting should be appropriate for the business to be discussed. |
| 11.5 | Notice - Notice of all meetings, annual or special, of the members shall be given at least seven (7) days prior to the meeting by notice stating the date, time, and place of the meeting and posted on the kiosks located at both entrances to the Neighborhood, or by notice delivered by hand or mail to houses in the Association. |
| 11.6 | Quorum - At a regular or special meeting, twenty (20) members constitute a quorum for the transaction of business. If less than a quorum is present at any meeting, a majority of those members present may adjourn the meeting at any time without further notice. |
| 11.7 | Manner of Acting - The act of the majority of the members at a meeting at which a quorum is present shall be the act of the Association unless the act of a greater number is required by law or by these by-laws. |
Dues of the Association are ten dollars ($10.00) per household and five dollars ($5.00) for Seniors (age 65 years and older). Funds should be used for maintaining the Island Home Neighborhood Association and neighborhood projects.
| 13.1 | Nominations - Nominations of officers and governors should be made by a committee (hereafter called the slate committee) recommended by the President and approved by the Board of Governors. In addition, a request for nominations of officers and Board of Governors positions should be requested (a) at a meeting where the agenda is published in advance of the meeting, (b) by notice delivered or mailed to residences in the Association, or (c) by notice posted on the kiosks at both entrances to the Neighborhood. Notices should contain a deadline date for nominations, a description of the responsibilities of the positions for which nominations are being solicited, the notification process for the slate of nominees, and the date and time of the election for the nominated positions. Nominations should be received by the President or other officer designated in the notice. The slate of nominees shall contain officer, district Governor, and at-large Governor positions. The slate committee shall make every reasonable effort to see that the slate of nominees evenly represents the Neighborhood. |
| 13.2 | Notification of Nominees - After the slate of nominees is determined, the slate committee should contact each nominee, either by phone, in person, or by written notice (with return receipt deadline noted) to determine their willingness to serve in the position for which they have been nominated. No person should be on the final slate of nominees if they have not agreed to serve in the position. In addition, each nominee may prepare a statement, not to exceed 50 words, as to their interest in serving in the position for which they have been nominated. |
| 13.3 | Publication of Slate of Nominees - The slate of nominees should be published in a written notice (a) distributed to the residences in the Association, and (b) posted on the kiosks at both entrances to the Neighborhood. Written notice of the slate should include the statement from each nominee along with the date, time, and place of the meeting at which the voting shall take place. Publication of the slate of nominees shall be made at least seven (7) days prior to the election. |
| 13.4 | Absentee Voting - In the event that an Association member cannot attend the meeting at which voting shall take place, that member can vote absentee. In the publication of the slate of nominees, a designated person (to be designated by the Executive Committee) and the deadline for voting absentee shall be stated. The Association member should obtain the ballot from the designated person and, in the presence of that person, complete the ballot and sign it. Once a member has voted absentee, their voting status shall be noted as "complete" on the list of eligible voters for the election. |
| 13.5 | Voting Process at the Election - At the meeting for the election of officers and Board of Governors, each eligible voting member of the Association should obtain a ballot by stating their address and name. Each eligible person shall be allowed one (1) ballot. The ballots shall be made out so that the member can vote for the officers, one (1) Governor from the district in which the member lives, and eight (8) at-large Governors. In the event that the election held at that time does not have the maximum amount of officer and Governor positions being elected, the ballot shall contain the appropriate positions for election in the voting member's district. |
| 13.6 | Tally of Votes at the Election - At the meeting for the election of officers and Board of Governors, the Executive Committee shall be responsible for selecting the individuals responsible for the tally of votes. At the end of the tally, the vote count should be verified by an independent person(s) selected by the Executive Committee and not part of the original tally. |
| 13.7 | Announcement of Results of the Election - Before the meeting for the election of officers and Board of Governors is adjourned, an announcement shall be made as to the officers and governors elected to serve the next term. In addition, notice shall be posted on the kiosks at both entrances to the Neighborhood within 48 hours after the election. |
ARTICLE XIV
AMENDMENTS TO BY-LAWS CERTIFICATION OF ADOPTION We, the duly-elected President and Secretaries of the Association, certify that these by-laws were adopted by a majority of the members represented at a meeting of the Association held on _________________, _______, and approved by the Board of Governors on the ______ day of ________, ________.
_______________________
Carolyn Williams
President _______________________
Rachel Craig
Co-Secretary ______________________
Amy Mauldon
Co-Secretary |
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