Bylaws
ARTICLE I. GENERAL PROVISIONS
Section 1.01 NAME: The name of the organization shall be the Highlands Neighborhood Association and shall take the name “Original Highlands Neighborhood Association” (“OHNA”) in addition to the name contained on the corporate charter filed with the Commonwealth of Kentucky.
Section 1.02 OBJECTIVES: The Original Highlands Neighborhood Association is organized exclusively for charitable, scientific, and educational purposes, more specifically to:
(a) Unite property owners, tenants, neighborhood businesses, and others having an interest in neighborhood betterment; (b) Encourage and support civic improvements and betterments within our unique neighborhood that will maintain and enhance our neighborhood’s traditions, character, and diversity; (c) Promote and support neighborhood activities and interests of an educational, cultural, or civic nature in the area; (d) Cooperate with other organizations and persons having similar objectives; (e) Secure the aid and assistance of news media, local, state, and federal government agencies and other institutions in carrying out the vision for our neighborhood.
Section 1.03 DEFINITIONS:
(a) Member: An individual, family, business entity, or interested party that has joined the OHNA family and is in good standing in regard to any applicable dues payment. (b) Highlands Neighborhood Association: The not-for-profit corporation formed to carry out the neighborhood vision of the area known as the Original Highlands. The Association will use the designation OHNA (“Original Highlands Neighborhood Association”). (c) Director: A duly elected member of the OHNA Board of Directors who resides in the OHNA neighborhood, or owns and operates a commercial establishment within the neighborhood. (d) Board membership for non-resident commercial establishment owners shall be limited to no more than three (3) voting members at any one time. (e) Officer: A duly elected Director elected by the Board of Directors to perform specific leadership roles within the OHNA organization (i.e., President, Vice-President, Secretary, Treasurer).
Article II. MEMBERSHIP
Section 2.01 MEMBERS: A member may be anyone who is an OHNA neighborhood property owner, tenant, or business owner in the Original Highlands Neighborhood of Louisville, Kentucky, bounded as follows: the south side of Broadway, on the North; the northern boundary of St. Louis Cemetery on the South, and the north side of Ellwood Avenue to the South; the alley east of Baxter Avenue or Bardstown Road between Highland and Grinstead Drive, on the East; the east side of Barret Avenue, on the West; and including the interior of the triangle bounded by Baxter, Bardstown, and Winter.
Section 2.02 DUES: The Board of Directors may establish a dues requirement for membership. If adopted, dues shall be paid annually, except for lifetime memberships (“Original Highlander”), which shall be a one-time payment amount.
Section 2.03 MEMBERSHIP CATEGORIES AND PRIVILEGES:
(a) Individual: Any person 18 and over, who pays annual membership dues if dues are collected by the OHNA, will be allowed one vote and may obtain a copy of these Bylaws. (b) Family: Each family of two or more persons will be allowed two votes and may obtain a copy of the Bylaws. (c) Business: A business membership shall include one vote by the member of the business designated at the time of joining the Association. The voting member may be changed by notice given to the Board of Directors, in writing, at the time of annual membership renewal. (d) “Original Highlander”: For an individual, family, or business contributing a one-time membership fee, if dues are collected by the OHNA. This member is entitled to all other privileges granted to any of the other categories on a continual basis. (e) Except for possible dues payment rights and responsibilities and voting rights, there shall be no distinction between members’ rights with regard to the above membership categories. (f) Participation: A new member shall be eligible to participate in OHNA activities, including the election of Directors, or in any vote upon any issue before the OHNA general membership, if she/he is a member in good standing.
Section 2.04 LENGTH OF MEMBERSHIP: For the Individual, Family, and Business categories, membership shall be for one year and be renewed January 1 of each subsequent year. The “Original Highlander” constitutes a lifetime membership.
ARTICLE III. MEETINGS OF THE ASSOCIATION
Section 3.01 QUORUM: All OHNA members in good standing present and voting shall constitute a quorum for the transaction of business at any regular meeting of the Association.
Section 3.02 CONDUCT OF BUSINESS:
(a) The business to be conducted at any meeting of the OHNA Association shall be set forth on an Agenda developed exclusively by the OHNA Board of Directors and shall consist of business, and related issues, that are relevant or required to the Association as a whole. Any issue that an Association member deems appropriate as Association business shall be submitted to the OHNA Board of Directors sixty (60) days prior to any such Association meeting, regularly scheduled or annual. (b) The Board of Directors shall establish protocols for members or guests wishing to speak on any particular issue during an Association meeting, including the length of discussion time per issue, time allotted to each speaker, etc. The Chair shall designate, as necessary, a Director to function as Sergeant-at-Arms during meetings.
Section 3.03 REGULAR MEETINGS: Regular meetings of the association shall be held four times a year, at quarterly intervals. Time, place of meetings, and means of notifying the membership shall be determined in advance by the Board of Directors. Meetings shall be held at a place in the Original Highlands neighborhood. In the event a meeting location, date, or time is to be changed, it shall be in the discretion of the President to timely designate such change or changes.
ANNUAL MEETING:
An Annual Meeting of OHNA membership shall be held on the third Monday in November of each year. Advance notice of the annual meeting shall be given to the membership via widely disseminated communications, including any or all of the following mediums: the last issue of the OHNA newsletter prior to the meeting date, household flyers, flyers posted in public meeting places in or near the neighborhood such as coffeeshops et al., and via social media (e.g., the OHNA Facebook page; Nextdoor; Twitter, etc.).
Section 3.04 SPECIAL MEETING OF THE OHNA GENERAL MEMBERSHIP
(a) SPECIAL MEETINGS of the Association may be called by the President, or a member of the Board of Directors, and requires, in either event, concurrence of a majority of the Board of Directors; or (b) A Special Meeting of the Association may be called upon written request of at least twenty-five members of the Association. A member representing such membership group shall contact the President of the Board of Directors to establish the legitimacy of such a request and develop and coordinate the details for holding such a meeting. (c) Notice of such meetings shall be given by the Secretary at least ten (10) days prior thereto and shall contain a statement of the purpose, time, and place of the meeting. Such notice may be given via electronic means (i.e., email, website posting), but in any event, any such effort should be made to obtain a reasonably wide distribution of the Notice. (d) Special Meetings of the general membership shall be operated in the same manner and under the same rules as regularly scheduled general membership meetings.
Article IV. BOARD OF DIRECTORS
Section 4.01 BOARD COMPOSITION: The Board of Directors shall be comprised of twelve (12) members elected at-large by voting members of the Association at the regularly scheduled quarterly general meeting in November of each year. An elected Director shall represent the best interest of all the residents of the Original Highlands Neighborhood. Directors must be members of the OHNA in good standing and individuals who reside in or own residential or commercial property in the neighborhood, pursuant to Article II, Section 2.01.
Section 4.02 LENGTH OF TERM: All Directors shall be elected for terms of two years in the manner prescribed in these Bylaws, with six being elected in the even years and six in the odd years. The term of a Director commences immediately upon his or her election.
Section 4.03 ELECTIONS:
(a) Ad Hoc Nominating Committee: The President shall appoint a nominating committee prior to October 1, consisting of two Directors and one person from the general membership. The assembled list of individuals shall be accompanied by (a) a statement of interest from each prospective Director, and a brief resume of relevant experience from each. (b) Elections: Election of Board members shall be made at the November meeting of the OHNA. In addition to the nominees proposed by the ad hoc nominating committee, nominations will be accepted from the floor. Six nominees with the highest numbers of votes will be elected each year, each serving a two-year term, rotating two-year periods with the remaining six Directors. Notice of such election shall be established in the OHNA Newsletter issued immediately prior to the November election or posted in advance as determined by the Board of Directors. (a) In regard to the elections prescribed in Article IV, Section 4.03, only documented OHNA members in good standing shall be permitted to vote.
Section 4.04 SUCCESSION: Directors may succeed themselves, provided they are elected by the membership of the Association at a regularly scheduled general meeting of the membership. In the event that a Board Member resigns or is removed from the OHNA Board of Directors, the Board of Directors may vote to fill the remainder of any Director’s term of office until such time as a new Director is elected by the membership of the Association. Such a vote shall be by a majority of the Board of Directors, and not by the majority of a quorum.
Section 4.05 VOTING RIGHTS: The right of a Director to vote during any of the meetings set out in these Bylaws shall be extended to those individuals whose Association dues are current and up to date. At least six Directors must be present or participating, as indicated in the provision entitled Special Meeting Procedure, in order to constitute a quorum.
Section 4.06 REMOVAL OF A DIRECTOR FOR CAUSE: A Director may be removed from membership on the Board for Good Cause by a vote of seventy-five percent (75%) of the remaining members of the Board. A Director being proposed for removal shall be so informed by the President in writing thirty days in advance of a removal vote and shall have an opportunity to present his or her position, in writing or by personal appearance, in opposition to the removal action prior to such removal vote. Good Cause may include, but shall not be limited to, failure to fulfill the committee service requirement (see Section 8.01 (c)) or engaging in an activity(ies) adverse to the stated OHNA policy or decision. Removal of a member of the OHNA Board of Directors shall be without prejudice to any contract right of the Director so removed.
Section 4.07 Forfeiture/Reinstatement: If a Director is absent from three (3) consecutive meetings or four (4) meetings in a calendar year, his or her term of office shall automatically terminate. Members are encouraged to communicate notification of their absence to the President or Secretary. The Director may be reinstated by a two-thirds vote of the Board Members present. If the member is not reinstated, then the President shall declare a vacancy. Members may request and have up to two (2) absences in each calendar year waived from the provisions of this Section, if notice of these absences is communicated in advance to the President or Secretary.
Section 4.08 MEETINGS OF THE BOARD: The Board of Directors will, by resolution, provide and establish the date or day of the month for each regular meeting. This may be accomplished for an entire yearly period (i.e., “the third Monday of each month”). In addition, specific times and locations may also be established in advance. No prior scheduled date, time, and location may be changed unless Notice is given to each Director fifteen days in advance of such reschedule. Additionally, it is the responsibility of each Director to make a reasonable effort to confirm all regular meetings.
(a) Proxy Voting By Directors: Directors unable to attend a meeting of the Board, or a regularly scheduled general meeting, may vote by proxy. The director must tender the name of the designated proxy and the description of the vote intended. This proxy must be in writing, dated, signed, and given to the Board of Directors prior to casting a vote. (b) Remote Attendance by Directors: Directors unable to be physically present at a meeting of the Board may attend and participate using electronic means, such as conference calls, two-way video, or other technology-enabled devices. (c) Participation by OHNA members or guests: OHNA members and guests are welcome to attend meetings of the Board and may be invited to provide insight into issues faced by the Board. The Board of Directors shall establish protocols for members or guests wishing to speak on any particular issue during a Board meeting, including the length of discussion time per issue, time allotted to each speaker, etc. The Chair shall designate, as necessary, a Director to function as Sergeant-at-Arms during meetings. Members and guests are not invited to interject on issues before the Board without invitation.
Section 4.09 CO-HABITATION: It shall not be permitted for members of the same household, and living together, to simultaneously occupy a position on the OHNA Board of Directors.
Section 4.10 RESIGNATION OF A DIRECTOR: Any Board Member deciding to resign from duties shall:
(a) Notify the President of the Board in writing. This notification does not allow for any notification by means other than a written hard copy notification. The notification shall be signed, dated, and indicate an effective date of resignation. (b) Notify the President and other OHNA Directors in person during a regularly scheduled meeting.
Section 4.11 BOARD OF DIRECTORS VACANCY: When a vacancy occurs on the OHNA Board of Directors, the President shall appoint a nominating committee to identify willing members for filling such vacancy, subject to the same procedure outlined in Article IV, Section 4.03. The Board of Directors shall fill the vacancy by vote, at a regular meeting or a special meeting convened for this purpose. The individual filling such vacancy shall serve the remaining term of the departing Director.
Section 4.12 INDEMNIFICATION: The OHNA Board of Directors may indemnify a Director or Directors, pursuant to a majority vote of the full Board, against expenses incurred in defending a lawsuit against a Director or Directors arising out of OHNA activities and decisions.
(a) Exceptions: No indemnification will occur when a Director is determined to be liable for negligence or misconduct in the performance of duties to OHNA.
Article V. OFFICERS
Section 5.01 ELECTION: The officers shall be members of the Board of Directors and be elected by the Board at the regularly scheduled January meeting of the Board of Directors. The Officer positions are as follows:
(a) There shall be four elected officers: a President; a Vice-President; a Secretary and a Treasurer. No officer may occupy two officer positions simultaneously. These officers shall constitute the Executive Committee. (b) All Officers will be elected for terms of two years in the manner prescribed in these Bylaws. (c) Officers may succeed themselves or be elected to any other office during their two-year term as a director. No officer shall hold two or more officer positions.
Section 5.02 POWERS AND DUTIES OF OFFICERS:
(a) President: It shall be the duty of the President to enforce these bylaws, to supervise the executive affairs of the Association, and to make reports thereof to the membership-at-large. He/she shall:
(i) preside at all meetings of the Association,
(ii) call meetings when deemed necessary or when properly requested in writing as prescribed in these bylaws,
(iii) conduct meetings in accordance with Robert's Rules of Order (Latest Edition),
(iv) make all committee appointments,
(v) be a member ex officio of all committees, and
(vi) these powers are not to be construed as the sole powers of the President.
(b) Vice-President: It shall be the duty of the Vice-President, in the absence of the President, to perform all the duties and exercise all of the powers of that office. He/she shall assist the President and perform such duties of that office as may be delegated by the President.
(c) Secretary: It shall be the duty of the Secretary to give notice of all meetings of the Association and Board of Directors, and in the manner as may be prescribed by these bylaws. The secretary also:
(i) shall keep a roll of the membership and call that roll when required;
(ii) shall distribute all correspondence as is deemed necessary to transact the business of the Association, Board of Directors, and/or Executive Committee;
(iii) shall record the minutes of all meetings of the Association in one or more books provided for that purpose;
(iv) shall take any and all action to assist the Treasurer in the preparation and filing of tax returns and required tax documentation; shall maintain in appropriate order all official records and correspondence of the Association;
(v) shall maintain a written narrative history of the Association;
(vi) shall file with the Kentucky Secretary of State any and all reports that may be required; and
(vii) shall maintain all official documents belonging to the Association, to include but not limited to the Corporate Charter and the most current copy of these Bylaws.
(d) Treasurer: It shall be the duty of the Treasurer to be custodian of all Association funds, keeping a financial record of all receipts and expenditures of the Association. The Treasurer also:
(i) shall pay all bills by check, and shall report at each meeting the condition of the treasury;
1) for all bills paid by check in the amount of $500 or less, the Treasurer shall obtain the countersignature of any other Director.
2) for all bills paid by check in an amount greater than $500, the Treasurer shall obtain the countersignature of any Director serving on the Executive Committee.
(ii) shall file with the Internal Revenue Service any annual return or return information required by law;
(iii) shall oversee the construction of a yearly budget, and monitor and report the Association's relative status to its actual spending; and
(iv) shall assure that the financial records are open for inspection at all times by the Board of Directors and/or by the Executive Committee. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety of sureties as the Board of Directors shall determine.
Section 5.03 REMOVAL OF AN OFFICER:
An Officer may be removed for Good Cause by a vote of seventy-five percent (75%) of the Board of Directors. An Officer being proposed for removal shall be so informed by the President or Vice-President in writing setting forth the reason for such action thirty days in advance of a removal vote, and shall have an opportunity to present his or her position, in writing or by personal appearance, in opposition to the removal action prior to such removal vote. Good Cause may include engaging in an activity(ies) adverse to stated OHNA policy or decisions. Removal of an OHNA Officer shall be without prejudice to any Contract rights of any Officer so removed.
Section 5.04 RESIGNATION OF AN OHNA OFFICER:
Resignation of an OHNA Officer shall be in the same manner as set out in Article IV, Section 4.09 for the resignation of a member of the Board of Directors.
(a) If an Officer resigns from his or her position prior to the annual January election of officers by the OHNA Board of Directors, the selection of a replacement shall be made from amongst OHNA Directors and may be made at any regularly scheduled or Special Meeting of the OHNA Board of Directors. The individual or individuals selected shall serve until the annual January election of officers by the OHNA Board of Directors. The vote shall be a simple majority vote.
Article VI. THE EXECUTIVE COMMITTEE
Section 6.01 EXECUTIVE COMMITTEE COMPOSITION:
The Executive Committee shall consist of the President, Vice-President, Secretary, and Treasurer.
(a) The Executive Committee is not intended to take the place of the Board of Directors.
Section 6.02 EXECUTIVE COMMITTEE MEETINGS:
The Executive Committee shall meet upon the call of the President between regular meetings of the Board to take necessary interim action.
Section 6.03 EXECUTIVE COMMITTEE QUORUM:
A quorum shall consist of all members of the Executive Committee.
Section 6.04 EXECUTIVE COMMITTEE DUTIES:
The Executive Committee, together with the other members of the Board of Directors, shall be responsible for the transaction of any business of the association between regular meetings and shall serve as the policy-making body of the Association. It shall also create such ad hoc committees as may be necessary to fulfill the objectives and purposes of this Association.
Section 6.05
The various actions taken shall relate to major and significant issues presenting themselves in the interim between Board of Director's meetings. The Executive Committee may generate proposals for action taken during a special Board of Director's meeting to consider the particular issue. (Examples of major and significant issues, but not an exclusive listing, are the following: establishing an OHNA position on a given matter; expenditure exceeding the amount set out above; and amendment of these Bylaws.)
Article VII. AD HOC BOARD OF DIRECTORS MEETING PROCEDURES
Section 7.01 AD HOC MEETINGS OF THE OHNA BOARD OF DIRECTORS
(a) Ad Hoc Meeting Purpose: It is recognized that from time to time there may be a need for expeditious action on the part of the Board of Directors. These Bylaws provide for meetings and voting by electronic communication ("other media") such as email and telephone conferencing in such circumstances. It is the intent of this section of the Bylaws to utilize ad hoc meeting procedures as an exception rather than as the rule.
(b) An Ad Hoc Meeting may be called by the OHNA President, or pursuant to a request of a Board of Director, with the accompanying support of three additional Board of Directors, subsequent to a majority vote of the OHNA Board. Such a Special Meeting shall be conducted in open session.
(i) **"On-Line" Meeting Procedures:**
1) The meeting may be originated by either the President or the concurrence of two Directors initiating the meeting via an email message to the full Board membership.
2) The initiator(s) will explain in the email message the issue to be acted upon.
3) Following the initiation of the meeting, there will be a three-day notice period.
4) At the expiration of the three-day notice period, the initiator(s) will commence electronic discussions. If a vote is required for action to be taken, a motion and second will be offered.
5) A discussion period not to exceed two days will take place.
6) Upon the expiration of the two-day discussion period, if not sooner, the question will be called and a vote taken.
7) Amendments to any motion, or withdrawal of any motion, will occur in accordance with Robert's Rules of Order. Any necessary discussion required will be determined by the President, taking into account the necessity for timely action.
8) The OHNA Secretary will memorialize the proceeding.
9) The quorum requirement remains as set out in these Bylaws.
(ii) **Meetings by Teleconference Procedures:**
1) The meeting may be originated in the same manner as in Article VI, Section 6.02(b)(i). Contact will be made with other Directors who will be informed of the nature of the meeting. A date and time will be decided upon.
2) The conference discussion will take place, and if a motion calling for action (or inaction) is offered, immediate discussion will follow, and a vote will be taken.
3) The OHNA Secretary will memorialize the proceeding.
4) The quorum requirement remains as set out in these Bylaws.
(c) Exceptions: If a member of the Board of Directors believes that the issue being addressed at a meeting of this nature should be brought before the Board of Directors at a regularly scheduled meeting, or a special meeting of the Board of Directors, that Director may request that such action be taken, provided, however, that two other Directors present concur. If there is such concurrence of three Directors, the motion shall be brought before the Board of Directors at a regularly scheduled meeting or a special meeting called to address that motion. Such request must be made within the three-day notice period as referenced in Article VII, Section 6.01(b)(i); and during telephonic discussion in Article VII, Section 7.02(b)(ii). In the event consideration occurs at a special meeting, only the particular motion shall be discussed. The President shall establish the date, time, and place for such a meeting.
Article VIII. COMMITTEES
Section 8.01 STANDING COMMITTEES:
(a) Standing Committees shall be chaired by a member of the Board of Directors; however, the President shall be an ex officio member of each Committee in addition to the Director designated as chairperson. The President may, if deemed necessary, appoint a member of OHNA not serving as a Director to head a Committee.
(b) Standing Committees shall have the ability to meet as needed to fulfill their responsibilities.
(c) Individual Directors are required to serve on no less than two of the Standing Committees.
(d) Typical roles and responsibilities of the Standing Committees and their respective Chairs shall include, but not necessarily be limited to:
(i) Maintaining a working knowledge of how to direct the concerns falling under their subject matter area, including knowledge of relevant ordinances and building / maintaining contacts with relevant stakeholders.
(ii) Receiving communication from OHNA Member residents and businesses.
(iii) Communicating the Committee's needs and concerns to the Board of Directors when they require Board attention – Chairs wishing to have an item addressed as part of the Board of Director's monthly agenda shall submit a request to the Executive Committee for review at least a week prior to the meeting.
(iv) Coordinating with other Standing Committees as needed; and
(v) Formally motioning the Board of Directors for approval on all decisions which require OHNA finances or are to be carried out under the OHNA name.
(vi) Although the standing committees do not have independent authority to approve or conduct Board business without prior Board approval, the Standing Committees and their Chairs are strongly encouraged to engage in all preparatory action needed to bring fully formed and actionable items to the Board of Directors for approval.
(e) There shall exist the following Standing Committees:
(i) Communications: Typical Subject Matter Concerned: newsletter / social media / website / awareness
(ii) Safety & Infrastructure: Typical Subject Matter Concerned: parking / crime / streets / trash cans
(iii) Trees & Beautification: Typical Subject Matter Concerned: liaison with city / planting / grants
(iv) Zoning & Development: Typical Subject Matter Concerned: business liaison / development / zoning / ABC
(v) Fundraising & Event Management: Typical Subject Matter Concerned: event coordination / fundraising / membership / grants
Section 8.02 AD HOC COMMITTEES:
(a) Ad Hoc Committees deemed necessary to fulfill the objectives and purposes of the Association may be established by the Executive Committee or the Board of Directors. The President may, if deemed necessary, appoint a member of OHNA not serving as a Director to head or serve on an Ad Hoc Committee.
(b) Ad Hoc Committees shall have the ability to meet as needed to fulfill their responsibilities.
Article IX. CONTRACTS, CHECKS, AND DEPOSITS
Section 9.01 CONTRACTS:
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract and execute and deliver any instruments in the name of and on behalf of the Association. Such authority may be general or confined to specific instances. The Board must approve any allocation of association funds to a specific person(s), entity, or cause. Such allocation will expire at the end of the year in which it is approved. In addition, such instrument shall require two signatures per procedures described in Article V, Section 5.02(d)(i). Board approval is required for contracts, either written or oral, which involve any commitment of OHNA funds or otherwise. The OHNA President shall be authorized to execute all OHNA contracts, but shall have the authority to delegate in writing (electronic authorization to be considered "in writing") such action to other OHNA Directors.
Section 9.02 CHECKS, DRAFTS, ETC.:
All checks, drafts, or other orders for payment of money shall be signed by such officer or officers, agent or agents, of the Association and in such manner as shall, from time to time, be determined by resolution of the Board of Directors. The Treasurer and at least one other Director shall review all statements for all OHNA accounts on a monthly basis.
Section 9.03 DEPOSITS:
All funds of the Association not otherwise employed shall be timely deposited to the credit of the Association in such banks, trust companies, and other depositories whose deposits are federally insured as the Board of Directors may select.
Article X. ETHICS POLICY
Section 10.01
Members of the OHNA Board of Directors are prohibited from pursuing any contract, agreement, or purchase directly relating to OHNA business while they are serving on the OHNA Board of Directors. They are also prohibited from pursuing any contract, agreement, or purchase with the OHNA for a year after their tenure ends.
Section 10.02
Members of the OHNA Board of Directors are prohibited from using or attempting to use their position on the Board to secure unwarranted privileges or advantages for themselves, family members, or anyone else.
Section 10.03
Members of the OHNA Board of Directors are prohibited from soliciting gifts, favors, loans, contributions, or anything of value for personal benefit if it could be reasonably inferred that the solicitation was for the purpose of influencing the board.
Article XI. BOOKS AND RECORDS
Section 11.01
OHNA shall maintain current and complete books and records and shall keep minutes of all proceedings of members' meetings, Board of Directors meetings, Executive Committee meetings, and OHNA ad hoc and standing committees. Any member has the right to inspect and review these documents upon written request. Accommodation shall be made to all reasonable requests, and shall be acted upon in a reasonable manner, at and during reasonable places and times.
Section 11.02
OHNA shall craft and implement a document retention and open records policy that ensures all bylaws, policies, organizational documentation, and other applicable written or printed artifacts are organized, cataloged, preserved, and made available using relevant and applicable printed and electronic media, in perpetuity. OHNA shall review this policy no less than once each biennium and consider any changes identified as needed during this review process.
Article XII. AMENDMENTS
Section 12.01 BYLAWS:
These Bylaws may be amended by a two-thirds majority vote of the Board of Directors at any regularly scheduled meeting of the OHNA Board of Directors.
Section 12.02 ARTICLES OF INCORPORATION:
The Articles of Incorporation may be amended by a two-thirds majority vote of the Association membership at any regularly scheduled general meeting. If an amendment, or amendments to the Articles of Incorporation is/are proposed, the Secretary shall provide notification in a reasonable manner to the Association membership via the OHNA newsletter in advance of the aforementioned regularly scheduled general meeting.
Section 12.03
If the Articles of Incorporation are amended, the Secretary shall be notified. Copies of any such amendments shall be provided to state and federal agencies as required.
Originally adopted and amended by the Original Highlands Neighborhood Association at a regularly scheduled general meeting of the Original Highlands Neighborhood Association held on August 15, 2016. First amended by the Original Highlands Neighborhood Association at a regularly scheduled meeting of the OHNA Board of Directors on July 15, 2019. Subsequently amended by the Original Highlands Neighborhood Association at a regularly scheduled meeting of the OHNA Board of Directors on February 21, 2022.