On March 12, 2005, the following proposed new By-Laws of the Ghent Neighborhood League were mailed to the membership for review and approval:
GHENT NEIGHBORHOOD LEAGUE CORPORATION
Article I. NAME OF CORPORATION
This organization shall be known as the Ghent Neighborhood League Corporation (GNL).
Article II. BOUNDARIES
The area covered by the Corporation’s activities shall be that area within Norfolk, Virginia generally bounded by Colonial Avenue on the East, 20th Street on the North, Hampton Boulevard on the West, and Brambleton Avenue on the south, and any adjoining areas designated by an affirmative vote of the GNL Board of Directors.
Article III. OBJECTIVES
The objectives of the corporation shall be:
1) To advocate for the conservation of the historic character of the Ghent neighborhood through appropriate actions to protect architectural resources, environmental quality, and property values
2) To facilitate communication between residents and to provide a forum for discussing issues and concerns of neighborhood residents and to act as the primary communications conduit between residents and local government and relevant entities including other civic leagues
3) To promote activities and policies that will foster a sense of community within the neighborhood and make the neighborhood a safe and desirable place to live
Article IV. MEMBERSHIP AND VOTING
1) All adult (18 years or older) residents and/or property owners in the GNL boundaries are eligible for membership upon payment of annual dues. Households may consist of more than one member predicated upon payment of annual dues for each member. Voting rights extend to individual members only.
2) Annual membership shall conform to a calendar year commencing on January 1 and continuing through December 31.
3) Annual dues shall be $10.00 per member or as established by vote of the Board of Directors.
4) There is one class of membership. Each member with dues paid as of April 1 may vote in the May election. Each member shall be entitled to one (1) vote in the annual election of officers and members of the Board of Directors.
5) Voting for officers and members of the Board of Directors shall be by ballot mailed not later than April 15 to the address of each member in good standing (defined as members with current dues paid as of April 1).
6) The Board of Directors shall encourage member attendance at meetings and shall offer motions to members for voting at membership meetings. Topics to be submitted to the membership for a vote will be advertised as part of the agenda of the monthly meeting. A simple majority shall determine the outcome of any membership vote. Voting by proxy shall not be permitted.
Article V. OFFICERS AND BOARD OF DIRECTORS
1) The Board of Directors shall consist of the five elected officers, the Immediate Past President, and six elected directors each of whom will assume the Chair of a standing committee. Elected officers and their primary duties and responsibilities are defined herein:
President: The President shall be responsible for preparing the agenda for monthly meetings and shall be responsible for coordinating monthly meetings of the GNL. The President shall chair all GNL meetings and serve as an ex-officio member of all committees. The President shall approve all written correspondence and communication by the GNL before public distribution. The President shall act as the official representative and spokesperson for the GNL unless these responsibilities are delegated to another person by the President, the GNL membership, or the By-Laws.
First Vice President: The First Vice President shall be the primary liaison with representatives of Norfolk city government and other public agencies. Additional responsibilities shall include notifying the Norfolk Office of Leisure and Neighborhood Services of updated contact information for members of the GNL Board of Directors. The First Vice President shall act for the President in his/her absence and fill any unexpected vacancy in the position of President of the GNL.
Second Vice President: The Second Vice President shall serve as a liaison between the officers and committee Chairpersons and shall assist in organizational planning. The Second Vice President shall carry out any duties that may be assigned by the Board of Directors relating to the organization and performance of the GNL.
Treasurer: The Treasurer shall maintain custody of all funds of the GNL and deposit same in the name of the GNL in such federally insured bank or banks as the Board of Directors may choose. The Treasurer shall prepare a cash statement and summary of all receipts and disbursements for presentation at each membership meeting. The Treasurer shall prepare annual membership renewal notices to be mailed in November and maintain a current list of paid members at all times during the year.
Secretary: The Secretary shall record the minutes of all meetings and provide copies of minutes to members and the Board of Directors for approval prior to each monthly meeting. The Secretary shall also attend to all matters relating to annual corporate registration.
2) The Board of Directors is the governing body of the corporation. The Board of Directors shall be responsible for guiding the GNL toward the achievement of the objectives outlined in Article III and for coordinating the activities of the GNL and its committees. The Board of Directors will be the final authority on questions relating to the business of the Ghent Neighborhood League Corporation and will determine motions to be placed before the membership for their vote.
3) No officer, member of the Board of Directors, or general member shall represent the GNL in any matter without specific prior approval of the Board of Directors.
4) Any officer who fails to attend three (3) consecutive monthly meetings without good cause shall be removed from office in accordance with these By-Laws.
5) Any officer who fails to perform the duties of elected office may be removed, following 15 days’ written notice from the Board of Directors and by a two-thirds vote of the members present and voting at the following monthly meeting.
Article VI. COMMITTEES
1) The GNL shall maintain the following six (6) standing committees:
Community Improvement: The Community Improvement committee is responsible for issues related to historic neighborhood zoning and infrastructure as well as information/education regarding the preservation of historic structures. The committee shall collaborate with the City of Norfolk on maintenance and enhancement of streets, sidewalks, signs, streetlights, and other elements of public infrastructure including parks and green spaces. The committee shall coordinate neighborhood clean-up activities and encourage public and private efforts to beautify the natural landscape of the neighborhood.
Sector Representatives: The Sector Representatives Committee shall create a network of Sector Representatives to be the principal contact between the residents of Ghent and the Board of Directors of the GNL. The Sector Representatives will receive comments regarding the visual and physical condition of public infrastructure elements and privately owned properties. This committee shall transmit issues of concern to appropriate authorities. The Sector Representatives Committee shall coordinate the neighborhood block security program with the Norfolk Police Department and residents of the neighborhood. The committee shall coordinate the block security program with the Norfolk Police Department and present crime awareness and crime prevention programs to members. This committee will work with the city’s PACE representative.
Membership: The Membership Committee shall be responsible for recruiting and registering new members and coordinating the promotional efforts of the GNL and act as hosts/greeters at GNL meetings. This committee shall coordinate efforts of the Ghent Greeters program to welcome new residents into the neighborhood and to membership of the GNL. The committee shall prepare a plan to increase paid membership and participation in monthly meetings and to verify eligibility for participating in elections and voting on other issues presented to the membership. The Membership Committee shall prepare attendance records for each meeting of the GNL.
Publicity/Social Events: The Publicity/Social Events Committee shall be responsible for publicity for monthly meetings, the Annual Meeting, and any special meetings that may be called. Publicity shall include posting of signs at visible locations within the neighborhood and submitting press releases containing meeting information (date/time/place/agenda/speakers) to The Virginian-Pilot and Compass. The committee shall also be responsible for providing refreshments at monthly meetings and for assisting with any social events or activities undertaken by the GNL.
Communications: The Communications Committee shall publish a monthly newsletter that will provide timely notice of the next GNL meeting and shall identify the agenda topics to be discussed as well as identify speakers who have been invited to attend. Expanded editions of the newsletter may be published quarterly to include lengthier articles, crime statistics, real estate sales data, and committee reports, and other content of general interest to the membership. This committee shall have the authority to select an editor (or editors) for the newsletter subject to approval by the Board of Directors; the committee shall review articles prior to publication for appropriateness of content and perspective relative to positions taken by vote of the membership. The Communications Committee is vested with the authority to determine whether to support the newsletter with paid advertising and shall be responsible for soliciting advertising and collecting fees for advertising. The committee shall maintain an accurate mailing list so that the newsletter will be distributed to all current members. The committee will also be responsible for expanding awareness of the GNL by distributing newsletters to commercial establishments, real estate offices, the Van Wyck branch library, and other institutions within the neighborhood and by posting each newsletter on the GNL website concurrent with mailing and other forms of distribution. The Communications Committee is also responsible for on-going operations and maintenance of the GNL website.
Program: The Program Committee shall coordinate the topics for monthly meetings. This committee shall prepare an advanced calendar of speakers and topics for monthly meetings and is responsible for inviting outside speakers to participate on topics of importance to members and the neighborhood.
2) Ad hoc committees may be formed by the Board of Directors to undertake specific initiatives or for special purposes.
3) The President is an ex-officio member of all standing committees but shall not chair any committee.
4) Each committee shall consist of not less than two GNL members, not counting the President and the Chairperson.
5) The President shall appoint ad hoc committee Chairpersons as the need arises.
6) The Chairperson of each committee shall appoint committee members. All committees are open to volunteering members in good standing. No volunteer shall be excluded or removed from a committee by a Chairperson without good cause.
Article VII. FINANCES
1) The Board of Directors shall approve in advance any expense in excess of $100.
2) All checks shall be signed by the President, a Vice President, or the Treasurer. No person shall sign a check issued to himself/herself.
3) Claims for expenses incurred on behalf of the GNL must be submitted to the Treasurer within 45 days of the date incurred; expenses submitted beyond 45 days shall ordinarily not be reimbursed.
4) An ad hoc committee of three members shall audit the Treasurer’s books as of May 1 of every year.
Article VIII. MEETINGS AND QUORUMS
1) The GNL shall hold regularly scheduled monthly membership meetings. The May meeting is designated as the Annual Membership Meeting. Fifteen members (15), including at least six (6) members of the Board of Directors, shall constitute a quorum for regularly scheduled monthly meetings.
2) There shall be a monthly meeting of the Board of Directors held prior to each regularly scheduled monthly membership meeting. The June meeting of the Board of Directors is designated as the Annual Board of Directors Meeting. Six (6) members of the Board of Directors constitute a quorum for all monthly Board meetings except for the June meeting which requires nine (9) members of the Board of Directors to constitute a quorum.
3) Special meetings of the GNL may be held at the call of the President or at the request of at least seven (7) members in good standing. Fifteen members (15), including at least six (6) members of the Board of Directors, shall constitute a quorum for special meetings.
4) The current edition of Robert’s Rules of Order shall govern membership and Board meetings except that in the event of a conflict with these By-Laws, the By-Laws shall prevail.
Article IX. ELECTIONS
1) The Nominating Committee shall be formed no later than eight weeks prior to the May Annual Membership meeting. The Nominating Committee shall consist of the Immediate Past President of the GNL, two (2) members in good standing of the GNL, and two (2) persons appointed by the President (to include the President if not standing for re-election). The Nominating Committee is responsible for seeking qualified candidates for each position up for election on the Board of Directors. They shall request nominations from the membership based upon participation in meetings and demonstration of particular interest or skills appropriate for the Board of Directors. Nominations will be accepted from any member in good standing if received by the Nominating Committee at the official GNL post office box not later than April 1 provided that nominations specify the office sought by the nominee. The committee shall request nominations from the membership by notice in the January and February GNL newsletters and by concurrent notice on the GNL website. The committee shall report on its progress to the Board of Directors at the February meeting and, at the March meeting, shall present a slate of officers and directors to be listed on the election ballot along with other nominations.
2) The election of officers and the Board of Directors shall take place in May using ballots distributed to eligible voters not later than April 15. Voting members shall return their ballots in the envelope supplied for the purpose by the Nominating Committee. Ballots shall be returned to the Chairperson of the Nominating Committee at the GNL’s official post office box to be opened and counted by that committee in advance of the May meeting at a time and place previously announced by the Board of Directors. At least two (2) members of the Nominating Committee shall collect returned ballots at the GNL post office box. To be counted, a ballot must be received in the envelope provided by the GNL at least three (3) days prior to the May monthly meeting. The Nominating Committee shall count the eligible ballots in advance of the May meeting in order to announce newly elected officers and members of the Board of Directors at that meeting. Terms of office commence at the close of the May meeting.
3) The Board of Directors shall consist of twelve (12) members. Six (6) general members of the twelve-member Board shall be elected for two (2) year terms, these terms to be staggered so as to assure that the terms of three (3) non-officer Board members expire each year. Each officer shall be elected to serve a one-year term. No President or Vice President shall serve more than two consecutive terms in the same office. There shall be no limitation on the number of consecutive terms served by a Secretary, Treasurer or other member of the Board of Directors.
4) If an officer or member of the Board of Directors shall resign or die during his/her term of office, the Board of Directors shall select a replacement to serve the remainder of the unexpired term by majority vote of the Board of Directors at a meeting in which a quorum is present and at which this business has been announced to members as part of the meeting agenda.
5) Any elected officer or member of the Board of Directors who moves to a residence outside of the boundaries of the GNL shall have the option of serving out the elected term or remaining in the position until an interim replacement is appointed by the Board of Directors.
6) If any position is not filled during the May election, then it shall be treated as an interim vacancy to be filled by special election at the next monthly meeting following notice in the newsletter.
Article X. AMENDMENTS
The By-Laws of the corporation may be amended by a majority vote of the Board of Directors subject to ratification by a majority affirmative vote of those members present at a meeting of the membership at which a notice of By-Laws amendment was stated in the call for the meeting.
Article XI. DISSOLUTION AND DISPOSITION OF ASSETS
In the event of dissolution of the GNL, either intentionally or by neglect, all assets remaining after payment of all obligations of the GNL shall be distributed to a charity or civic organization selected by a majority vote of the general membership.
Article XII. TRANSITION LANGUAGE
These By-Laws shall take effect and shall govern the GNL immediately upon their ratification by the membership, subject only to the provision that officers and members of the Board of Directors shall continue in their present positions until such time as elections are held pursuant to these By-Laws.