Our "Legalese"

Still UPDATING: More To Come Soon –Below are: Last Months Neighborhood Minutes, Bylaws and Articles of Incorporation. For more information email :
hcnainfo@gmail.com or lindamarchand607@gmail.com


MINUTES: FROM JANUARY 16, 2020 Neighborhood Meeting

Called to Order 6:35

  • Calvin welcomed all and led introductions of attendees
  • Calvin spoke about free info/brochures available: Sierra Club Calendars, Census

Information, and Redrawing the Lines booklet

  • John Koeferl spoke about Locked Film Showings

Marigny Opera House 725 St. Ferdinand on Jan. 22—free Website called STOPTHELOCK.com

  • Ann Maier spoke about Water Series being done same evening at Ziegest 6621 St. Claude from 6 to 8 with three films, including Locked—all local films—also free event
  • Linda spoke about the City Council Motion against the lock and the pushing back of the January date because of the Cyber Attack. Mary Hammothe spoke about this also (she is rep from CC office)
  • Calvin spoke about February meeting and the two speakers we have:
  • Adam Tatar will speak of Brownfields and Lower 9 area—explanation of Brownfields and importance of this
  • Sankofa—will also come and speak of there programs

REPORTS

Annony Studios – L9 TV Series Logo

  • Residents encouraged to contact Annony to express inappropriateness of logo with gun
  • Discussion of letter from HCNA regarding logo
  • Calvin noted how unfair it is to portray Lower 9th this way
  • Discussion of content of show
  • Intent is to simply ask for rebranding of series

Clean Up NOLA Grant Status

  • Jared (Neighborhood Engagement). from Mayor’s office reported that the grants have not been awarded.

Non-Profits Abuse of Tax Exempt Status


BYLAWS:
please note: we are currently working on revising and updating our Bylaws.

Ratified at the July 9, 1992 membership meeting, as amended April 23, 2009

                                                     BYLAWS

Article I.

Name

The name of this association shall be the HOLY CROSS NEIGHBORHOOD ASSOCIATION, INC.

Article II.

Purpose & Objectives

A.   To improve the living conditions and serve the needs of the residents of our              neighborhood.

B.   To preserve the architectural and cultural heritage of our neighborhood.

C.   To serve as a clearing house for information which is important to the residents, property owners and business owners of the Holy Cross area.

D.   To actively represent the interests of the neighborhood with city, state and federal agencies; private business; community organizations; and individuals for the purpose of improving our community.

Article III.

Membership

A.  What constitutes membership:

      1.  Membership in the association is voluntary.

      2.  Membership in the association shall be limited to individuals, firms and            corporations owning property, residing in, owning or operating a business in the            area. (For purposes of this association, the Holy Cross area shall be defined as that     area east of the Industrial Canal to the Jackson Barracks—to include said           Barracks—and from St. Claude Avenue to the Mississippi River. Property     abutting both sides of St. Claude Avenue shall be included.).

     3. Membership in the association shall be available without regard to race, color,

            creed, sex, sexual orientation, national origin, political affiliation, or condition of            disability.

    4.  Members shall pay annual dues – the amount of which will be determined by the   Board of Directors.  Dues shall be payable upon joining the association; and      thereafter, dues shall be payable the beginning of each calendar year. Only       members whose dues are current by the April membership meeting will be        empowered to vote or participate in May elections. Membership applications            and/or dues accepted at the May election meeting will not qualify the member to            participate or vote at that May meeting.

B.  Class or type of members:

      1.  Active members:  individuals, corporations, or businesses who are current in their            dues — those persons residing, owning property or owning or operating a             business in the Holy Cross area.  Each member is entitled to one vote.

     2.   Associate memberships: individuals, corporations or businesses from outside of   the Holy Cross area who choose to be members of the association.  Persons below          the age of eighteen (18) years who choose to join us will be assigned to this class         of membership.  Associate members shall be nonvoting members and shall not be          eligible to seek office or have membership on the Board.

    3.    Honorary memberships, which would be fully participating, shall be awarded on unanimous decision of the Board of Directors.  This membership shall be awarded          for service to the community of lasting and widespread improvement to the            beauty, peace or quality of life in the area.  The form of this award and the         manner of presentation shall be determined at the time of proposal.  Nominations       for the award may be made by a member of the Board of directors.  To preserve the importance of this membership award, there will be no more than one such            award in any one year, although duplicate awards may be made when more than             one person is involved in the event leading to the award.

    4.   Active members in good standing shall be considered as those up-to-date on their             dues.

C.  Rights of Active Members:

     1.  The right to attend all membership and board meetings and other official functions            of the association.  However, members who choose to attend board meetings are             expressly prohibited from participating in discussions or providing opinions      unless and until explicitly invited to do so by the Chairperson.

     2.  The right to participate in committees.

     3.   The right to vote at membership meetings and the election of the Board of          Directors.  Dues must be current by April of each year or the member will not be            able to vote in the May elections.

     4.   Any member shall not speak for the association except as approved and authorized            by the Board of Directors of the association or by majority vote of the   membership.

D.  Termination of membership.

      1. Nonpayment of dues.

      2. Voluntary written statement of withdrawal signed and submitted to the Recording             Secretary.

      3. By unanimous vote of the Board of Directors.

E.   The general meetings of the membership shall be held on the second Thursday of each month, with additional meetings held as necessary or desirable as determined by consensus and/or vote of the general membership.

Article IV.

Governing Body

A.   The principal governing body of the association shall be the Board of Directors.  The Board will consist of the five elected officers, the immediate past president of the association, and members of the Board totaling not less than eight or more than nine members to be elected by the membership. The governing body shall be made up of not more than fifteen (15) persons in total.

B.   The officers of the association shall consist of:

       1.  President

       2.  Vice President

       3.  Treasurer

       4.  Recording Secretary

       5.  Corresponding Secretary

Article V.

Nomination & Election of Board of Directors

A.  Elections shall be conducted at the general membership meeting on the second Thursday of May in odd-numbered years. Voting will be by written, secret ballot.  Individuals seeking to serve on the board shall be elected by plurality vote (candidates who receive the highest number of votes) of active members present.

B.   All persons interested in becoming a candidate for the Board of Directors will submit their name in writing to theRecording Secretary of the association at least fifteen (15) days prior to the general election meeting to be held during odd-numbered years on the second Thursday of May.

C.   Each member of the association shall be allowed one vote for each member of the Board.  Said vote shall be by written ballot furnished by the Recording Secretary listing all names of the candidates seeking to be elected to the Board.

D.   Each candidate for election may be allowed to address the general membership during the May meeting prior to the voting. Said address shall limited to a time span not to exceed five minutes per candidate.

E.   Eligibility to hold office, nominate or vote for a candidate is limited to active members in good standing.  The treasurer shall keep an accurate roll of active dues-paying members and shall produce same at the annual election meeting.

F.  The newly elected Board of Directors will assume its responsibility immediately.  In not more than thirty (30) days, the Board will elect, from its membership, by majority of those present and voting, the Board Chairperson.

G.  A vacancy on the Board of Directors may be filled by appointment by the Chairperson, providing two thirds (2/3) of the Directors present and voting concur. Any Director who misses three, unexcused, consecutive meetings or six unexcused in one year shall be replaced by the Board chairperson.

Article VI.

Duties & Rights of Board

A.  The governing body of the association shall be the Board of Directors.

B.  The amount of the annual dues shall be established by the Board of Directors.

C.  To transact official business, a quorum of a majority of half plus one of the Board must be physically present. Proxy voting is prohibited.  Once a quorum is established decisions will be made by majority.  Voteby video- and/or tele-conference will be permitted once a quorum has been established.

D.  Board members shall take an active part in establishing the policy and activities of the association.

E.  Board members shall participate by actively serving on the committees and assisting the officers of the association.   Board members shall participate by chairing or serving on committees as required.

F.  Board members, committee chairpersons, and officers will surrender all appropriate records to their successors.

G.  The Board Chairperson may appoint an executive committee from members of the Board and officers at the Chairperson’s discretion.

H.  The Board Chairperson may appoint a Vice Chairperson from sitting members of the Board.

I.  The Board Chairperson or Vice Chairperson shall preside at all board meetings.  The Chairperson or Vice Chairperson shall call all such meetings as deemed necessary. The Chairperson is responsible for the conformance of the association to the constitution and bylaws and the charter of the association.  The Chairperson       shall preside at general meetings of the membership only when nominations and elections of Officers and Board Members or amendments to the constitution and bylaws are at issues.  The Chairperson may appoint advisory committees.  An advisory committee may not speak for, nor take any action on behalf of the association.

J.  The Board of Directors, for just and reasonable cause, by a two-thirds (2/3) vote of the entire Board, may request, by certified or registered mail, the resignation of a member of the governing body.  Should a resignation not be offered by the time set by the Board, the matter may be referred to the general membership.  A majority vote of the membership will determine retention or dismissal of the member of the governing body.

K.  Meetings of the Board of Directors shall be held once a month.

Article VII.

Election of Officers

A.  Elections shall be conducted at the general meeting of the membership on the second Thursday of May in odd-numbered years.

B.  The election for President, Vice President, Treasurer and Secretaries shall be by majority vote of the members present and voting.  If no candidate receives a majority vote on the first ballot, there must be a runoff election between the two candidates with the highest number of votes.  The candidate receiving the larger number of votes in the runoff election shall be elected.

C. Candidates for the five stated offices may be nominated at the general election meeting held in May and do not have to inform the recording secretary of their intention to run prior to said meeting. . 

D.  Each candidate for office will be given the opportunity to address the general membership during the May meeting prior to voting. This address shall be limited to a time span not to exceed the time limit decided upon by the Chairperson.

E.  Eligibility to hold office, nominate, or vote for a candidate is limited to active members in good standing.

F.  An election coordinating committee shall be appointed by the President no less than sixty (60) days prior to the election for the purposes of receiving notice and informing the general membership of the names and positions for which members are desirous of running.  It shall be composed of three members: one member of the Board of Directors, one officer, and one person from the general membership.

G.  No member of the association may hold more than one office at any one time.  The newly-elected officers will assume responsibility immediately.

H.  A vacancy in the office of president will be filled by the Vice President.

I.  A vacancy in any other office than President will be filled by appointment by the Board Chairperson providing two thirds (2/3) of the Directors present and voting concur.

Article VIII.

Duties of Officers

A.  President

     1.  The President shall preside at all general meetings of the membership and appoint all chairpersons of the standing and adhoc committees.

     2.  The President shall address all matters of public representation of the association subject to prior approval of the Board of Directors and/or general membership.  In emergency situation requiring immediate action, the President may poll the Board by telephone to obtain a majority of the Board’s authorization for the immediate action.

     3.  The President in concert with the Board Chairperson is also responsible for the conformance of the association to the articles of incorporation and bylaws.

     4.  The President may appoint advisory committees and a parliamentarian of the association.

     5.  The President shall see to it that correspondence and other documents of import to the association are copied to the respective Secretaries.

B.  Vice President

      The Vice President shall serve in the absence of the President and under said conditions, shall exercise all the powers which the President may have.

C.  Treasurer

      The Treasurer shall collect dues and other income or monies of the association and make authorized disbursements and maintain a record of all transactions.  The Treasurer shall maintain a list of all members and whether or not their dues are current.  The Treasurer shall make a financial report quarterly to the Board and annually to the general membership, maintain a checking account in the name of the association, and see that federal and state tax returns are filed annually.

D. Recording Secretary

     The Recording Secretary shall record the minutes of all board meeting and membership meetings and shall provide for the reading of such minutes at subsequent meetings for approval.  The Recording Secretary shall safeguard all records of the association other than financial.

E. Corresponding Secretary

    The Corresponding Secretary shall draft and maintain correspondence on behalf of the association including that requested by the President, Board, or vote of the membership. 

Article IX.

Finances

The financial records shall be reviewed every quarter by the Vice President, the Recording Secretary, the Corresponding Secretary and the Treasurer.  An annual report will be made to the membership at the annual meeting in May.

Article X.

Newsletter & Official Publication

A.  Editorial positions or representations of the association shall be approved by the Board.

B.  If published, individual positions or editorials shall be clearly identified.

C.  Content of newsletter or official publications shall be determined by the newsletter editor unless otherwise directed by the Board of Directors.

Article XI.

Political Endorsements

There shall be no political endorsements of individual candidates, tickets, political parties or groups.

Article XII.

Policy Regarding Speakers & Political Candidates

A.  This association shall allow speakers and political candidates to address its meetings.

B.  The President shall determine at what time in the meeting the address shall be delivered.  The address shall be limited to a period of time stated by the President.

C.  The association shall allow equal time for all candidates to address the meetings.  The candidates must be announced to be seeking an office which may affect the Holy Cross area.

Article XIII.

Ratification & Amendment of Bylaws

A.   The bylaws and any subsequent amendments thereto shall become fully effective upon ratification by two-thirds (2/3) vote of the members of the association present and voting at a general membership meeting or at any special meeting of said members called for the purpose after thirty (30) days due notice in writing setting forth the time, place and purpose of said meeting.

B.  Upon receipt of the proposed amendment(s), the Board shall hake necessary action to secure an election upon the amendment(s) within sixty (60) days or within a period of time not to exceed two monthly meetings.

C.  Any proposed amendment to the bylaws must be submitted to all members in writing at least fourteen (14) days prior to the balloting.

D.  The proposed amendments must be explained to the general membership and time must be allowed for discussion.  Proposed amendments to the bylaws may be submitted by (1) a committee of the Board of Directors, or (2) petition of thirty percent (30%) of the members in good standing.

Article XIV.

Procedures

The association and its governing body shall be ruled first by the articles of incorporation, then the bylaws, and lastly by the most current Robert’s Rules of Order.

In matters involving quality of life issues the association may decide to reach decisions using consensus of those present, whether members or not.


Articles of Incorporation:

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