Bylaws reviewed and revised and accepted at June 13th meeting

BY-LAWS
 
PENN KNOX NEIGHBORHOOD ASSOCIATION
Philadelphia, Pennsylvania19144
June 14, 2016
ARTICLE I - NAME AND LOCATION

Section 1 - Name of Association
The name of this Association shall be the Penn Knox Neighborhood Association (“PKNA”).
Section 2 - Boundaries
The Association shall encompass that portion of the City of Philadelphia, Pennsylvania whose boundaries are defined by the following:
1.    Maplewood Avenue both sides including Maplewood Mall;
2.    the west side of Germantown Avenue;
3.    the north and south sides of W. Hansberry Street;
4.    the east side of Wayne Avenue.
These boundaries shall serve the purpose of demarcating the Association’s area of focus, although the Association may take part in activities outside of these boundaries at times.

ARTICLE II - PURPOSE
The purpose of this Association shall be to identify, promote and participate in actions which the Association considers will contribute to the general welfare of the community within the Association’s area of focus in particular and to the general welfare of the City of Philadelphia as a whole by:
1.    Providing a medium for identifying and developing community interests, and for disseminating information pertaining to those interests within and outside the community;
2.    Working to secure needed improvements in public services and facilities;
3.    Promoting social welfare;
4.    Cooperating with similar organizations in the City of Philadelphia;
5.    Facilitating community improvement.

ARTICLE III – MEMBERSHIP
This Association shall be nonsectarian and politically non-partisan.  Any person eighteen years of age and older and who is a resident, or owns real property, or owns a business in this Association’s area is a member and can vote.  One individual, one vote, and a corporation is not counted as an individual.

ARTICLE IV – GOVERNANCE  
The Association shall be managed by four (4) Officers elected in accordance with the provisions of the Association's By-laws, and committee chairs. The Officers of the Association shall be a Chairperson, Vice-Chairperson, Secretary and Treasurer. All Officers and shall hold office for two years.  The (4) officers and Committee Chairs will constitute the “Governing Board”.

ARTICLE V – MEETINGS
There shall be at least 6 meetings per year with special meetings called as necessary.
The meeting place of the Association shall be at such place as shall be determined by the Governing Board of the Association.

Section 1 - Additional and Special Meetings
Other meetings of the general membership may be called by the Officers when such meetings are deemed necessary and desirable. A special meeting also shall be called by the Chair upon written request to the Chair by a member.  At all special meetings of the membership, only that business designated in the call shall be transacted.  Notice of special meetings shall be by written or email to each household in the Association and posted on the Community Board at least five days prior.
Section 2 - Quorum
A quorum of the Governing Board shall consist of a majority of the Board.
At any regularly scheduled/announced membership and specially called meetings of the Association, a quorum shall be the voting members who attend with a minimum of 10.  If a quorum is not present, discussion may take place but formal decisions, e.g. letters and organizational recommendations require a quorum.
Section 3 - Manner of conducting business.
Except as otherwise provided by the By-Laws, Rules of Order listed in appendix shall govern the conduct of the meetings.
Section 4 - Manner of Voting  
The voting on all questions and motions coming before the Association shall be by ayes or nays or by ballot.  The number of ayes and nays on a vote shall be entered in the minutes of the meeting.  Actions regarding a member or property use at the meeting require the member or presenters to leave the room for the discussion and vote.  
Section 5 - Resolutions.
A majority of the voting members present and voting at the regular or special meeting is required for the adoption and approval of a resolution.  All resolutions voted upon shall be recorded in the minutes.

ARTICLE VI - ELECTIONS
The Officers of the Governing Board shall be elected by the voting members of the Association.  Election of officers will be done by ballot and results recorded.  All elections shall be determined by majority vote.  A voting member must be present in order to vote or submit a ballot to the secretary prior to the election.  
Section 1 - Nominations
At least 60 days prior to board elections, voting members may make nominations to the Secretary.  The Secretary shall cause such nominations to be included in the notice of the meeting prior to the election meeting.  The Secretary shall determine that the members nominated are agreeable to the placing of their names in nomination and will serve if elected.  Nominations may also be made from the floor at the meeting prior to the voting meeting.  All nominees shall be eligible voting members of the Association as described in Article III.
 
Section 2 - Election and Terms of Officers
The Governing Board shall be made up of 4 Officers and Committee Chairs.  The Officers shall be a Chairperson, Vice-Chair, Secretary and Treasurer elected for two year terms on alternating years by the association membership.  Elections for Chair and Treasurer will occur on even number years, while elections for Vice Chair and Secretary on odd number years.  Terms of office shall be for two years with a limit of 2 terms.
In order to be eligible for nomination to hold office, the nominee must have lived in or owned a business in Penn Knox for a period of not less than one year and attended at least 3 meetings in the year prior to the election.

Section 3 - Vacancies
Vacancies arising in the Officers may be filled by a majority vote of the membership such that the new officer will serve until the next period.  The terms of the officer elected by the Association shall begin upon his/her election at the regular voting meeting.  A leave of absence may be requested by an officer for a period of up to 60 calendar days, after which time the position will be considered vacant.  A new officer will be elected.   

Section 4 - Removal of a Board Member for Cause
A motion to remove any officer for cause must be circulated to the members by email and posted on the sign board at Penn St. and Greene St. fourteen days prior to a vote on removal. During this fourteen day period, the officer in question has the right to respond in writing to the removal motion. A confidential ballot vote of the members shall then be taken. The officer in question shall be notified in writing of the decision. Upon removal of an officer, the position will be filled in a new election. Causes for removal are described as the following:
•    Inactivity or inability to perform the duties as listed in the relevant section of the bylaws,
•    Intentional non-disclosure of conflicts of interest or illegal activity.

Section 5 – Officers’ Compensation
Compensation or remuneration shall not be paid to Officers, nor pursuant to any other contractual arrangements. However, Officers may be reimbursed for actual expenses incurred by them in the performance of their duties, within the limits of the reimbursement policies set by the Board.

ARTICLE VII - DUTIES OF OFFICERS
Officers must attend at least six (6) meetings per year:
All Officers shall have a key to the Community Bulletin Board on the corner of Greene Street and Penn Street and will maintain notices in order to keep them current.  Any resident of Penn Knox may contact an officer to have a notice placed.
Section 1 - Duties of Officers
A. Chairperson
•    shall act as the chief executive of the Association, and shall preside at meetings of the Association membership and of the Governing Board;
•    shall prepare and follow the agenda for the Association’s meetings;
•    shall send out proper notification of all meetings and post notice on bulletin board;
•    shall conduct PKNA correspondence;    
•    shall carry out the official directives of the membership and of the board;
•    shall lead voting procedures in meetings;
•    shall sign all official correspondence and official instruments on behalf of the association as its Chairperson;
•    shall appoint such committees as are required;
•    shall represent the Association or appoint a delegate or delegates to represent the Association at meetings of other groups or organizations in the City of Philadelphia where such representation is deemed to be in the interest of this association;
•    shall be an ex-officio member of all committees of the Association.

B. Vice-Chair
•    shall, in the absence of the Chairperson, perform the duties of Chairperson;
•    shall secure and confirm the time and location for each meeting of the Governing Board and the association;
•    shall organize elections
•    shall manage the sign-in sheet at meetings
•    shall compile and distribute committee reports

C. Secretary
•    shall serve as Secretary of the meetings of the Association membership and shall keep a record of those meetings, including a record of all meeting attendees and outcomes of all votes in the website maintained for such purposes; www.pennknox.com
•    shall keep a record of Officers and their terms;
•    shall track member attendance and maintain contact information for members;
•    shall maintain PKNA’s by-laws, rules of order, and standing rules, including the amendments made to each;
•    shall act as co-signatory on all official documents when a co-signatory is required.
•    shall find a replacement to record meetings if needed, or if unable to find anyone, the vice president or treasurer will record.
•    shall include nominations for Officers in the notice of the meeting prior to the election meeting.  
•    shall determine that the members nominated are agreeable to the placing of their names in nomination and will serve if elected.  

D. Treasurer
•    shall receive and account for all funds of the Association;
•    shall deposit all Association moneys in such bank as the Governing Board shall approve and shall make disbursements from such moneys as the Governing Board shall instruct;
•    shall sign all checks issued;
•    shall keep account books showing all receipts and expenditures and shall submit an account thereof to the regular meetings of the Association.
•    and at such other times as may be requested by the Officers;
•    shall prepare and submit all requests for outside funding;
•    shall be responsible for obtaining and maintaining 501(c)3 non-profit status for PKNA should the membership choose to do so;
•    shall, in the absence of the Chair and Vice-Chair, perform the duties of the Chair

E. Additional Duties
The Officers of the Association shall perform such other duties and functions as may be requested by the Association.

ARTICLE VIII - COMMITTEES
Committees shall be open to any member of the association, and any member shall be able to join more than one committee.  The Chair shall be an ex-officio member of all committees. Additional committees shall be added at the association’s discretion
 
A.    Zoning
B.    Nominating and Elections Committee
C.    Block Improvement
D.    Finance Committee/Fundraising
E.    Education
F.    Safety
G.    Social and Promotion
 

Articles IX – Finances
A voluntary contribution of a suggested amount of $20 per household per year is recommended.  Payments made be made at www.pennknox.com/donations or to the treasurer.  When PKNA is a 501 (c) 3, the organization may seek and accept other sources of income and tax deductible contributions consistent with the stated purposes of the organization.

ARTICLE X - FISCAL YEAR
The fiscal year of the Association shall be January through December.

ARTICLE XI - AMENDMENTS TO THE BY-LAWS
The By-Laws of the Association may be amended only with the approval of two thirds of members present at the meeting or who have submitted their votes by written proxy before the beginning of the meeting.  No such amendment shall be adopted unless at least fourteen (14) days notice by email or posting on the community bulletin board on the corner of Penn and Greene of such pending amendment has been given to the members of the Association.

ARTICLE XII – DISSOLUTION
A.    Upon the consent of 75% of the voting members attending a special meeting called for this purpose or in the complete absence of any duly elected Officers, any 10 members may petition for the dissolution of the organization at a meeting which they have called at least 60 days in advance and duly publicized to the community.
B.    Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)3 of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by a Court of Philadelphia, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. In addition to abiding by all the formal structure of the Commonwealth for the dissolution, the following items will be thus disbursed:
    All accounts, funds and records shall be donated to the Germantown Historical Association

ARTICLE XIII - EFFECTIVE DATE OF BY-LAWS
These By-Laws shall become effective as of the date on which they were adopted.

Appendix
RULES OF ORDER FOR MEETINGS
A.    Role of Presiding Officer
1. Vote only to create or break a tie (or 2/3 for matters requiring a 2/3 vote) – exception: the presiding officer may vote on any vote by ballot.
2. Determine that a quorum is present before transacting business.
3. Introduce business in proper order.
4. Recognize speakers.
5. Determine if a motion is in order.
6. Keep discussion germane to the pending motion.
7. Maintain order.
8. Put motions to a vote and announce results.
9. Employ unanimous consent (general consent) when appropriate.

B.    General Procedure for Handling a Motion
1. A member normally must obtain the floor by being recognized by the chair.
2. Member makes a motion.
3. A motion must be seconded by another member before it can be considered.
4. The maker of the motion has the right to speak first.
5. Debate is closed when discussion ends or a 2/3 vote closes debate.
6. The chair or secretary then restates the motion.
7. The chair calls for a vote.
8. The chair announces the result.

C.    General Rules of Debate
1. No members may speak until recognized by the chair.
2. All discussion must be relevant to the immediately pending question.
3. No member may speak a second time until every member who wishes to speak has had the opportunity to do so.
4. All remarks must be addressed by the chair – no cross debate is permitted.
5. Debate must address issues not personalities – no one is permitted to make personal attacks or question the motives of other speakers.
6. When possible, the chair should let the floor alternate between those speaking in support and those speaking in opposition to the motion.
7. When a large number of people wish to speak to a motion it may be advisable for the chair to make a speakers list.
8. Rules of debate can be changed by a two-thirds vote.

Signed on June 14, 2016


Julie Baranauskas, Chair
 
Georgette Bartell, Secretary