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Bylaws for the Parkridge Community Organization
Revised November 4, 1999
Annotated and Posted November 14, 2008
ARTICLE I: MISSION AND PURPOSE
The Parkridge Community Organization is a not-for-profit organization for the residents of the Parkridge neighborhood and individuals interested in the welfare of the Parkridge neighborhood. The purposes for which the Parkridge Community Organization is organized include:
A. To fight the problems and conditions of urban blight in the Parkridge neighborhood by developing programs and strategies for housing rehabilitation, improving living conditions, and enhancing the physical appearance of the neighborhood.
B. To assist the City of Knoxville in planning and providing for community development and municipal services in the Parkridge neighborhood.
C. To provide the residents of Parkridge a forum for expressing their views on issues and concerns affecting the Parkridge neighborhood and the Knoxville area.
ARTICLE II: MEMBERSHIP
Section 1. Boundaries of the Community:
The boundaries of the Parkridge Community Organization shall be defined as Magnolia Avenue to the south, Southern Railway tracks to the west, Interstate 40 to the north, and Cherry Street to the east. All residences and businesses within this boundary are included for possible membership.
Section 2. Qualifications:
Any person who meets the qualifications set forth in these bylaws and has paid the designated membership dues shall be eligible for membership. There shall be no limit on the maximum number of members.
Section 3. Classes of Members:
The Parkridge Community Organization shall have two classes of members, Resident and Associate. Only Resident Members shall be entitled to vote. Each Resident Member shall be entitled to one vote on each matter submitted to a vote of the Resident members.
A. Resident Members: Any person over the age of 18 who lives in the Parkridge neighborhood shall be eligible for membership. Membership shall not be denied on the basis of race, sex, religion, nationality, income, or lack of property ownership.
B. Associate Members: Residents of Knoxville and Knox County, as well as owners, managers, employees, agents, representatives, officers, or directors of any firm or organization conducting business or engaged in activities within the organization's specific target area, shall be eligible to be associate members of the Parkridge Community Organization.
Section 4. Admission to Membership:
Any person who is eligible for membership in the organizations may become a member upon making a request to the organization indicating such person's desire to become a member and by paying the membership dues. The membership is valid for the calendar year and expires December 31.
Section 5: Dues:
To become a member of Parkridge Community Organization, every person shall pay dues annually to the Parkridge Community Organization Treasurer. Upon paying dues, each member will receive a receipt from the Treasurer and a Parkridge Community Organization Membership card from the Secretary. The Dues are due on January 1 of each year, and are delinquent on February 1. The Dues shall be six dollars ($6) per person per year.
Section 6. Resignation and Termination of Membership:
Any member may resign from membership by written notice directed to the president of Parkridge Community Organization. Any member who ceases to actively participate or acts in a manner detrimental to the Parkridge Community Organization may be removed from membership by a vote of the membership after a hearing at a regularly scheduled meeting, if the majority voting at the meeting vote in favor of their removal. The notice of such meetings must state that the hearing will be held in accordance with Section 8 part D of this Article. Resignation or removal of a member will constitute his or her forfeiture of the membership fee or dues.
Section 7. Membership Records:
The Secretary of the Parkridge Community Organization shall keep an accurate list of the names of current members, including their current addresses, telephone numbers, and membership designation.
The Directors shall provide that the membership list be closed each year at the end of the regularly scheduled October membership meeting for the purpose of determining which members are eligible to vote at the Annual Meeting.
A list of members as of this record date, certified by the secretary, shall be open for inspection at the Annual Meeting and shall determine who shall be eligible to vote at such meeting. The membership list shall be reopened after the completion of the annual meeting.
Section 8. Membership Meetings:
Meetings of the Parkridge Community Organization shall take place as follows:
A. The Annual Meeting of the Membership shall be held during November at a time and place specified by the Board of Directors. The election of the Board of Directors for the organization shall take place at the November Annual Meeting. The newly elected Board of Directors shall take office at the January membership meeting.
B. The Board of Directors may by resolution set the times and places for more regular meetings of the members of the Parkridge Community Organization.
C. Special meetings of the members may be called by the President, by the Board of Directors, or by ten percent (10%) of the voting members of the Parkridge Community Organization.
D. Notice of the Annual Meeting of the Membership. Written notice of the Annual Meeting [of the Resident Members] shall be delivered to each voting member not less than ten (10) days nor more than sixty (60) days prior to the date of the meeting.
Such notices shall state the day, time, place, and agenda of the meeting. Such notice shall be deemed given when placed in the U.S. Mail with sufficient postage and addressed to each member at the member's address as it appears in the Parkridge Community Organization membership records. A certificate by the Secretary of the Parkridge Community Organization stating that such notification was mailed shall be included in the membership records.
D. Notice of a Special Meeting of the Membership. Written notice of a special meeting [of the Resident Members] shall be delivered in the same manner as notice of the Annual Meeting [that is, not less than ten (10) days nor more than sixty (60) days prior to the date of the meeting.] Notice of a special meeting shall also list the names of the persons calling the meeting.
[Such notices shall state the day, time, place, and agenda of the meeting. Such notice shall be deemed given when placed in the U.S. Mail with sufficient postage and addressed to each member at the member's address as it appears in the Parkridge Community Organization membership records. A certificate by the Secretary of the Parkridge Community Organization stating that such notification was mailed shall be included in the membership records.]
Editor’s Note: The notice of a Special Meeting and an Annual Meeting must be delivered in the same manner; therefore the same information is noted under each subheading. Brackets indicate information left out of the actual bylaw but specified or implied elsewhere.
Editor’s Note: Although the bylaws do not specify here, this notice of a Special Meeting is for the Resident Members; the notice requirement is only two days for the Board.
Editor’s Note: See Article III: Board of Directors, Section 8, for Special Meetings of the Board. “Special Meetings of the Board may be called by the President of the Board or any two Directors. All Directors must be personally notified 48 hours in advance of special meetings. Notice of the meeting shall include time, place, and proposed agenda. Only business within the purposes described in the meeting notice may be conducted at a special meeting. Attendance of a Director at the meeting shall constitute a waiver of notice, except when such Director attends for the express purpose of objecting to the transaction of any business because the meeting was not properly called or convened.”
E. The Board of Directors may designate any place within the boundaries of Parkridge as the place of the Annual Meeting or regular meetings. Any special meetings of the members shall be held within the boundaries of Parkridge at such location as designated by the person or persons calling the special meeting.
F. Parliamentary Procedures: The most recent edition of Robert's Rules of Order shall be used in all meetings where unresolved procedural issues arise. Meetings shall, otherwise, be conducted in a manner agreed upon by those present at the meeting.
Section 9. Quorum
No business of the Parkridge Community Organization may be transacted unless at least five percent (5%) of the members entitled to vote are present at a meeting.
Section 10. Voting:
There shall be one vote per Resident Member. A majority vote (that is, one half plus one person) of those voting members who are present shall be required to carry any motion or to elect any Director, except as provided elsewhere in these bylaws.
Section 11. Proxies:
Voting by proxy, voting agreements, and/or voting trusts are hereby specifically prohibited.
ARTICLE III: BOARD OF DIRECTORS
Section 1. Designation:
The business affairs of the Parkridge Community Organization shall be managed by a Board of Directors.
Section 2. Number and Qualification:
Any Resident Member of the Parkridge Community Organization is eligible for election to the Board of Directors as long as he or she has reached the age of majority (18) and is legally able to sign contracts. There shall be nine (9) directors. The President of the Board shall preside at all Board meetings.
Editor’s Note: This bylaw makes it clear that ''directors" refers to the nine members of the Board of Directors, not the officers, as some 2008 board members thought.
Section 3. Election:
The Board of Directors shall be filled by election at the Annual Meeting of the membership from a slate of nominees presented by the Nominating Committee and nomination from the floor. Directors shall be elected by a plurality of votes cast at the election.
Section 4. Term of Office:
All Directors shall serve for a term of one (1) year.
Section 5. Duties:
The Board shall set corporate policy, recommend changes in bylaws as needed, authorize activities, hire and set policy in regard to staff, review and approve the budget, approve contracts, create committees, appoint representatives to outside boards as needed, and oversee the various functions of the organization.
Editor’s Note: See also Article II: Membership, Section 7, Membership Records for another duty of the Board not mentioned here: The Directors [that is, the nine-member Board of Directors] shall provide that the membership list be closed each year at the end of the regularly scheduled October membership meeting for the purpose of determining which members are eligible to vote at the Annual Meeting.
Editor’s Note: See also Article II: Membership, Section 8, Part D, Meetings, for the instructions to the Board members calling a Special Meeting of Resident Members: Written notice of a special meeting [for the Resident Members; it’s two days for the Board] shall be delivered in the same manner as notice of the Annual Meeting [that is, not less than ten (10) days nor more than sixty (60) days prior to the date of the meeting.] Notice of a special meeting shall also list the names of the persons calling the meeting.
Editor’s Note: See also Article III: Board of Directors, Section 8, Special Meetings, for a duty of the Board not mentioned here: Special meetings of the Board may be called by the President of the Board or any two Directors. All Directors [That is, the nine members of the Board of Dirctors, not just the four officers] must be personally notified 48 hours in advance of special meetings. Notice of the meeting shall include time, place, and proposed agenda. Only business within the purposes described in the meeting notice may be conducted at a special meeting. Attendance of a Director at the meeting shall constitute a waiver of notice, except when such Director attends for the express purpose of objecting to the transaction of any business because the meeting was not properly called or convened.
Section 6. Compensation:
No part of the assets of the Parkridge Community Organization shall be issued to or be distributable for the benefit of the Board of Directors, except that the organization shall be empowered to pay reasonable compensation for services rendered on its behalf and to make payments and distributions in furtherance of its purposes as set forth in the Articles of Incorporation and these bylaws.
Section 7. Directors’ Conflict of Interest:
A conflict of interest transaction is a transaction with the organization in which a Director of the Organization has a direct or indirect interest. Such transaction shall be governed by the State of Tennessee Nonprofit Corporation Act, Title 48 Chapter 51 Section 302 and any amendments thereto.
Section 8. Meetings
Regular Meetings of the Board of Directors. Regular Meetings of the Board shall be held monthly at a time and place selected by the Board.
Special Meetings of the Board of Directors.Special Meetings of the Board may be called by the President of the Board or any two Directors. All Directors must be personally notified 48 hours in advance of special meetings. Notice of the meeting shall include time, place, and proposed agenda. Only business within the purposes described in the meeting notice may be conducted at a special meeting. Attendance of a Director at the meeting shall constitute a waiver of notice, except when such Director attends for the express purpose of objecting to the transaction of any business because the meeting was not properly called or convened.
Editor’s Note: The majority of the 2008 Board has inferred “Director” to mean “Officer,” whereas in this context it appears to mean any member of the Board of Directors.
Section 9. Quorum:
A quorum shall consist of one-half (1/2) of the current members of the Board of Directors. Except as otherwise provided by law or in these bylaws, no official action can be taken by the Board when a quorum is not present.
Editor’s Note: 5 of the 9 board members must be present for “official action” to be taken.
Section 10. Voting:
Each member of the Board shall have one vote. A majority vote (fifty percent plus one person) of the Board members present and voting shall be required to carry any motion unless there is an exception described in another section of these bylaws. A vote on any non-agenda item may be delayed one meeting at the request of any Board members.
Editor’s Note: Since a minimum of 5 of our 9 board members must be present for taking action, a minimum of 6 are needed to carry a motion or a vote.
Section 11. Resignations and Removal from Office:
Any Director may resign verbally from his or her position at an official Board meeting or by providing written notice to the President of the Board. Any Director not fulfilling his or her duty or acting in a manner detrimental to the organization may be removed from office by a vote of the membership after a hearing at a regularly scheduled meeting. The notice of such meeting must state that the hearing will be held.
Any Director missing two consecutive meetings of the Board which have been called by virtue of Section 8 of this Article shall be recommended for removal from the Board by the Board of Directors unless the President or Secretary is informed before the meetings of the absences, and the reasons for such absences is one that has been previously approved by resolution of the Board as one for which absence is excusable. If the President or Secretary is not available, then another Board member may be contacted. The Director shall be removed from the Board if the membership vote for the removal.
Editor’s Note: The majority of the 2008 Board has inferred “Director” to mean “Officer,” whereas in this context it appears to mean any member of the Board of Directors.
Section 12. Vacancies
Vacancies shall be filled by a majority vote of the membership of the Parkridge Community Organization.
Section 13. Limitation of Actions:
All Board members shall be immune from suit arising from the conduct of the affairs of the organization except those actions mandated by law or when such conduct amounts to willful, wanton or gross negligence.
Section 14. Indemnification:
To the extent permitted by law, the Parkridge Community Organization may indemnify the members of the Board of Directors and Officers of the organization for any personal liability such persons may incur in the good faith performance of their duties and may secure insurance if and when available for this purpose.
ARTICLE IV: OFFICERS
Section 1. Offices:
The Parkridge Community Organization shall have at a minimum four officers: a President, a Vice President, a Secretary and a Treasurer.
Section 2. Election:
The Resident Members of the Parkridge Community Organization shall annually elect officers from among the members of the Board. This election of officers at the Annual Meeting shall take place immediately following the election of Board Members. The Resident Members may also elect additional officers as it may consider desirable.
Section 3. Term of Office:
Officers shall serve a term of one (1) year. All Officers are eligible to be re-elected to the same office for a second successive one-year terms. Under no circumstance shall any Director serve more than two successive one-year terms in an office, after which he or she must not serve in that office for one full year before being eligible for re-election to that office.
Editor’s Note: The majority of the 2008 Board has inferred “Director” to mean “Officer.” Whereas in this context it is unclear, in other contexts, "Director" appears to mean any member of the Board of Directors. The 2008 Board also inferred that "office" as used here means that of president, vice-president, secretary, or treasurer, rather than general membership on the Board of Directors.
Section 4. Vacancies:
Vacancies in any office which occur for any reason shall be filled by the Board of Directors for the duration of the term. Any vacancies filled by the board must by approved by a majority vote of the membership present at the next membership meeting.
Section 5. President:
The President shall preside at all meetings of the membership and the Board of Directors. He or she shall sign with the Secretary or any other officer of the Parkridge Community Organization, authorized by the Board of Directors, any deed, mortgage, bond, contract or other instrument which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated to some other officer or agent of the organization. In general, he or she shall perform all the duties connected to the office of President and any other duties assigned by the Board of Directors. The President shall monitor the meetings of the members and the Board of Directors of the organization to assure the meetings are conducted according to these bylaws.
Editor’s Note: Typical duties for the President usually include: (1) calling for agenda items, compiling agenda items, sending agenda items to the Secretary for distribution the week before the meeting; (2) reminding the four Committees to bring Committee Reports to the meeting; and (3) requesting other information or appearances as needed for the meeting, such as a police report or police officers.
Editor’s Note: See also Article II: Membership, Section 7, Membership Records for another duty of the Board, which falls to the President, but which is not mentioned here: “The Directors shall provide that the membership list be closed each year at the end of the regularly scheduled October membership meeting for the purpose of determining which members are eligible to vote at the Annual Meeting.”
Editor’s Note: See also Article II: Membership, Section 8, Part D, Meetings, for the instructions to the President or other Board members calling a Special Meeting of Resident Members: “Written notice of a special meeting [for the Resident Members; it’s two days for the Board] shall be delivered in the same manner as notice of the Annual Meeting [that is, not less than ten (10) days nor more than sixty (60) days prior to the date of the meeting.] Notice of a special meeting shall also list the names of the persons calling the meeting.”
Editor’s Note: See also Article III: Board of Directors, Section 8, Special Meetings for instructions to the President or other Board members in calling a Special Meeting of the Board: “Special meetings of the Board may be called by the President of the Board or any two Directors. All Directors must be personally notified 48 hours in advance of special meetings. Notice of the meeting shall include time, place, and proposed agenda. Only business within the purposes described in the meeting notice may be conducted at a special meeting. Attendance of a Director at the meeting shall constitute a waiver of notice, except when such Director attends for the express purpose of objecting to the transaction of any business because the meeting was not properly called or convened.”
Editor’s Note: The majority of the 2008 Board has inferred “Director” to mean “Officer,” whereas in this context it appears to mean any member of the Board of Directors.
Section 6. Vice-President:
The Vice-President shall assume the duties and responsibilities of the President in the event the President is absent, incapacitated, or for any other reason unable or unwilling to serve, except that the Vice-President shall not be authorized to sign Corporate documents unless the Board specifically gives written authorization to do so. The Vice President shall assist the President in the performance of the President's duties and shall have such duties and authority as is granted from time-to-time by resolution of the board.
Editor’s Note: Typical duties for the Vice President could include: (1) calling for agenda items, compiling agenda items, sending agenda items to the Secretary for distribution the week before the meeting; (2) reminding the four Committees to bring Committee Reports to the meeting; (3) requesting other information or appearances as needed by the President; (4) leading the meeting when the President is unable.
Section 7. Secretary:
The Secretary shall record and keep on file a summary of the discussions held and resolutions passed at each meeting of the members or Board of Directors. The Secretary shall have charge of all non-financial books, documents, and papers of the organization as the Board of Directors may determine. The secretary shall be responsible for recording attendance at all meetings. The Secretary shall keep a list of all current members with their names, [current] addresses, telephone numbers, [and membership designation]. The Secretary shall conduct and preserve all correspondence relating to the organization, including copies of notices of meetings. The Secretary shall be responsible for filing all statements and reports required of the organization, except tax and financial statements.
Editor’s Note: See also Article II: Membership, Section 7, Membership Records for a variation on the Secretary’s duties: “The Secretary of the Parkridge Community Organization shall keep an accurate list of the names of current members, including their current addresses, telephone numbers, and membership designation.”
Editor’s Note: See also Article II: Membership, Section 8, Part D, Meetings, for the instructions to the Secretary for informing the Resident Members of the Annual Meeting: “Written notice of the Annual Meeting [of the Resident Members] shall be delivered to each voting member not less than ten (10) days nor more than sixty (60) days prior to the date of the meeting. Such notices shall state the day, time, place, and agenda of the meeting. Such notice shall be deemed given when placed in the U.S. Mail with sufficient postage and addressed to each member at the member's address as it appears in the Parkridge Community Organization membership records. A certificate by the Secretary of the Parkridge Community Organization stating that such notification was mailed shall be included in the membership records.”
Editor’s Note: See also Article II: Membership, Section 8, Part D, Meetings, for the instructions to the Secretary for informing the Resident Members of a Special Meeting: “Written notice of a special meeting [for the Resident Members; it’s two days for the Board] shall be delivered in the same manner as notice of the Annual Meeting [that is, not less than ten (10) days nor more than sixty (60) days prior to the date of the meeting.] Notice of a special meeting shall also list the names of the persons calling the meeting. [Such notices shall state the day, time, place, and agenda of the meeting. Such notice shall be deemed given when placed in the U.S. Mail with sufficient postage and addressed to each member at the member's address as it appears in the Parkridge Community Organization membership records. A certificate by the Secretary of the Parkridge Community Organization stating that such notification was mailed shall be included in the membership records.]”
Editor’s note: See also Article II: Membership, Section 8, Part D, Meetings, for the Secretary’s duty to present the membership list at the Annual Meeting in November: A list of members as of this record date, certified by the secretary, shall be open for inspection at the Annual Meeting and shall determine who shall be eligible to vote at such meeting. The membership list shall be reopened after the completion of the annual meeting.
Editor’s Note: See also Article III, Board of Directors, Section 8, Special Meetings of the Board for further duties of the Secretary: “Special meetings of the Board may be called by the President of the Board or any two Directors. All Directors must be personally notified 48 hours in advance of special meetings. Notice of the meeting shall include time, place, and proposed agenda. Only business within the purposes described in the meeting notice may be conducted at a special meeting. Attendance of a Director at the meeting shall constitute a waiver of notice, except when such Director attends for the express purpose of objecting to the transaction of any business because the meeting was not properly called or convened.”
Editor’s Note: See also Article III: Books and Records, Section 1. Records: “The Secretary of the Parkridge Community Organization shall keep accurate minutes of the proceedings of the members, Board of Directors, and the reports of committees, if any. The Secretary shall also keep an accurate record of the members of the organization including each member's name, address, phone number and membership designation."
Section 8. Treasurer:
The Treasurer shall receive all funds and keep current records of all funds received and expended by Parkridge Community Organization and shall make a report at each meeting of the organization as to its financial status. The Treasurer shall establish and maintain a checking or savings account with a federally insured local bank or saving and loan association The account shall be in the name of "Parkridge Community Organization" and shall bear the signatures of the President, Treasurer, and Secretary. The Treasurer along with the President and Secretary shall have authority to sign checks on behalf of the organization. The Treasurer shall insure that withdrawals from the checking account shall be made only after an appropriate resolution has been passed by the Board of Directors.
The Treasurer of the Parkridge Community Organization shall keep a correct and complete set of books and records of accounts of the organization. The Treasurer shall be required to account to the membership at the Annual Meeting of the membership and at regular meetings. The Treasurer shall prepare complete quarterly financial reports and deliver them to each Board member without request to allow them to meet the prudent person section of the law. Each year, one month before the elections, the financial records of the organization shall be reviewed by the Board of Directors. If any resident member is not satisfied with the Board's review then the records shall be audited by a respectable certified public accountant who shall be designated by the Board.
Editor’s Note: Further Treasurer responsibilities are listed in Article VI: Books and Records, Section 1. Records: The records of the organization shall be kept at the Community Center office located at 2361 E. Fifth Avenue, Knoxville, TN and shall include all financial books and records of account. Upon leaving office the Treasurer shall turn over to his or her successor, in good order, such records and any funds of the Organization which have been in the possession of said Officer or Chairperson during his or her term of office or service.
Editor’s Note: Although it is not specified in the Bylaws, it would be immensely helpful for the Treasurer of the Parkridge Community Organization to provide the Secretary with all information received when a new members joins and pays dues: name, current addresses, e-mail address, telephone number, and membership designation. It would also be helpful if this information were provided to the rest of the Board as well.
ARTICLE V: COMMITTEES
All Resident and Associate Members of the Parkridge Community Organization may serve on any of the committees and subcommittees.
Section 2. Formation and Organization:
Any Resident or Associate Member or group of members may form a committee or subcommittee. These committees and subcommittees must be approved by popular vote of the Resident Members or Board of Directors of the Parkridge Community Organization. All committees and subcommittees shall elect a chairperson to represent the committee or subcommittee. The chairperson shall provide either a written or oral report on their activities at each regular meeting of the Parkridge Community Organization. All committees and subcommittees shall follow the Bylaws of the Parkridge Community Organization in their day-to-day activities.
The Committees must be approved by popular vote of the Resident Members or Board of Directors of the Parkridge Community Organization. These Committees shall elect a chairperson to represent the committee or subcommittee. The chairperson shall provide either a written or oral report on their activities at each regular meeting of the Parkridge Community Organization. The Committees shall follow the Bylaws of the Parkridge Community Organization in their day- to-day activities.
Section 3. Permanent Committees:
1999 Committees
A. Finance and Fundraising. The Finance and Fundraising Committee shall be responsible for organizing and developing a program of activities which will provide funding for the Parkridge Community Organization and the Parkridge neighborhood.
B. Crime Control. The Crime Control Committee shall be responsible for organizing and developing a program of activities which will maintain and enhance the safety and protection of all persons and property in the Parkridge community. This committee will also maintain a supportive relationship with the Crime Prevention Unit of the Knoxville Police Department.
C. Communications and Public Relations. The Communications and Public Relations Committee shall be responsible for organizing and developing a program of activities which will keep the residents of Parkridge and those interested in the welfare of Parkridge informed of the news and activities of the neighborhood and the Parkridge Community Organization.
2008 Committees
Editor’s Note: These committees were formed by popular vote of the Parkridge Board at the 2008 Annual Retreat on February 9, 2008, and operated during 2008 under the following guidelines, though the bylaws were not revised.
A. Finance and Fundraising Committee. "The Finance and Fundraising committee shall be responsible for organizing and developing a program of
activities which will provide funding for the Parkridge Community
Organization and the Parkridge neighborhood." (No change from 1999).
B. Outreach Committee. "The Outreach Committee shall be responsible for organizing and developing a program of activities for the Parkridge community. This committee will also maintain relationships with other organizations in the Knoxville area." The Crime Control Committee, renamed the Safety Committee, became a subcommittee of this committee by board vote on 02/09/2008, and subcommittees such as the Marathon Committee and Hometour Committee were discussed as part of this organizationas well. (However, the official Outreach Committee name was never voted into the bylaws by the PCO membership, nor was the definition, adapted from the old Crime Control Committee.)
C. Marketing Committee. "The Marketing Committee shall be responsible for keeping the residents of Parkridge and those interested in Parkridge informed of the news and activities of the neighborhood and the Parkridge Community Organization." (All promotional activities became part of this official committee by board vote on 02/09/2008. However, the official Marketing Committee name was never voted into the bylaws by the PCO membership.)
D. Building Committee. "The Building Committee undertakes or contracts for maintenance of the Parkridge Community Center at 2361 East Fifth Avenue. This includes maintaining the meeting place for the PCO on the ground floor and accommodating the needs of the tenant on the second floor." (Responsibility for the PCO house has become part of this committee
inofficially over the years. On F02/09/2008, the board voted to make the Building Committee an official committee, but the official Building Committee name was never voted into the bylaws by
the PCO membership, nor was the definition accepted.)
2009 Committees
Editor’s Note: These committees were formed by popular vote of the Parkridge Board at the 2009 Board Retreat on
January 17, 2009, and began operating in 2009 under the following
guidelines.
A. Finance and Fundraising Committee. "The Finance and Fundraising committee shall be responsible for organizing and developing a program of
activities which will provide funding for the Parkridge Community
Organization and the Parkridge neighborhood." (No change from 1999).
Fundraising Subcommittees discussed by the Board on 01/17/09:
1. Grantwriting Committee (PCO representatives will learn to write grants and will actively seek grants)
2. Hometour Committee (we will not do a tour this year but a tour committee will be part of Fundraising)
3. Progressive Dinner Committee (we will do a progressive dinner in October 2009 instead of home tour)
4. Cookbook Subcommittee (we will create and sell ths as an ongoing fundraiser at events and venues)
B. Outreach Committee (president requested change to Communications & Public Relations on March 3, 2009). "The Outreach Committee shall be responsible
for organizing and developing a program of activities for the Parkridge
community. This committee will also maintain relationships with other
organizations in the Knoxville area." (The official
Outreach Committee name was not voted into the bylaws by the PCO
membership, nor has the definition, adapted from the Crime Control
Commitee.)
Outreach Subcommittees discussed by the Board on 02/09/08 and 01/17/09:
1. Safety Committee (became a subcommittee
of this committee by board vote on 02/09/2008, and was continued by board agreement on 01/07/09, but requested by president to be returned to Crime Committee on March 3, 2009)
2. Marathon Committee (became a subcommittee
of this committee by board vote on 02/09/2008; will meet again in 2009)
3. Other Committees (outreach from Parkridge to other organizations would fall under the Outreach Committee; decided on 02/09/08; not discussed on 071/17/09)
C. Marketing Committee (president requested change back to Communications & Public Relations on March 3, 2009)."The Marketing Committee shall be responsible
for keeping the residents of Parkridge and those interested in
Parkridge informed of the news and activities of the neighborhood and
the Parkridge Community Organization." (All promotional
activities became part of this official committee on 02/09/2008.
The Marketing Committee definition s poart of the bylaws, but the name has not yet been voted into the
bylaws by the PCO membership.)
Marketing Subcommittees accepted by the Board on 02/09/08 and 01/17/09:
1. Beautification (This subcommittee would include codes enforcement, zoning changes, and improvements such as historic lighting and banners.)
2. Communication (positive press releases about Parkridge; newsletter; website)
D. Property Committee. (proposed description: "The Property Committee undertakes or contracts for
maintenance of all properties owned in Parkridge, including but not limited to the Community Garden sites and the Parkridge Community Center at 2361 East Fifth
Avenue. This includes maintaining the meeting place for the PCO on the
ground floor and accommodating the needs of the tenant on the second
floor.") (The 2009 Board voted to make this an official
committee on 01/17/09. The Property Committee name must be voted into the bylaws by the PCO
membership, along with a description.)
Property Subcommittees voted in by the Board on 02/09/08 and 01/17/09:
1. Building Committee (On 02/09/ 2008, the board voted to
make the Building Committee an official committee; on 01/07/09 the board voted to make the Building Committee a subcommittee of the official Property Committee.)
2. Community Garden Committee.
ARTICLE VI: BOOKS AND RECORDS
Section 1. Records:
The Secretary of the Parkridge Community Organization shall keep accurate minutes of the proceedings of the members, Board of Directors, and the reports of committees, if any. The Secretary shall also keep an accurate record of the members of the organization including each member's name, address, phone number and membership designation.
Section 2. Financial Records:
The Treasurer of the Parkridge Community Organization shall keep a correct and complete set of books and records of accounts of the organization. The Treasurer shall be required to account to the membership at the Annual Meeting of the membership and at regular meetings. The Treasurer shall prepare complete quarterly financial reports and deliver them to each Board member without request to allow them to meet the prudent person section of the law. Each year, one month before the elections, the financial records of the organization shall be reviewed by the Board of Directors. If any resident member is not satisfied with the Board's review then the records shall be audited by a respectable certified public accountant who shall be designated by the Board.
The records of the organization shall be kept at the Community Center office located at 2361 E. Fifth Avenue, Knoxville, TN and shall include:
a) All financial books and records of account;
b) All minutes of Board, membership, and committee meetings;
c) A list of all Members and Associate Members;
d) Copies of all other organization records, books, documents and contracts; and
e) Copies of Bylaws, Articles of Incorporation, Charter, and other legal. or associated documents.
Upon leaving office each Officer or Committee Chairperson shall turn over to his or her successor, in good order, such records and any funds of the Organization which have been in the possession of said Officer or Chairperson during his or her term of office or service.
Section 4. Fiscal Year:
The fiscal year of the organization shall be a calendar year.
ARTICLE VII: FUNDS
Section 1. Sources:
The major source of funding for the organization will come from fundraising activities approved by the membership and the Board of Directors. Other sources may include membership dues, government and charitable grants, gifts.
Section 2. Deposits and Withdrawals:
The Treasurer of the Parkridge Community Organization shall be responsible for maintaining and accounting for all of the funds of the organization. The Treasurer shall establish and maintain a checking or savings account in the name of the Parkridge Community Organization. The account shall bear the signatures of the President of the organization, the Treasurer, and the Secretary. All withdrawals on the account shall bear the signature of at least two (2) of the three (3) following officers: the President, the Treasurer, and Secretary. Withdrawals from the account shall be made only after a resolution has been passed by the Board of Directors authorizing the withdrawal.
Section 3. Loans or Guarantees:
The Parkridge Community Organization shall not make, directly or indirectly, any loan of money or organization property to, or guarantee or secure any debt of, any Director of the Organization. No money shall be paid out to Directors, Officers or members of the organization except as reasonable compensation for services rendered to the organization.
Section 4. Distributions and Compensation:
No pact of the assets of the Parkridge Community Organization shall issue to or be distributable to the benefit of its Officers, members of the Board of Directors, members of the corporation or other private persons except that the organization shall be empowered to pay reasonable compensation for services rendered on its behalf and to make payments and distributions in furtherance of its purposes as set forth in the Articles of Incorporation or these bylaws.
ARTICLE VIII: AMENDMENTS
Section 1. Charter Amendments
Amendments to the Charter shall be made in the following manner:
A. The Board of Directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of the members of the Parkridge Community Organization, which shall be an annual, regular, or special meeting; or alternatively, five percent (5%) of the members of the organization entitled to vote thereon may propose an amendment by delivering the proposed amendment to the Board or any Officer of the organization. If within ninety (90) days thereafter, the Board does not adopt a resolution to the members, the proponents of the proposed amendment may call a meeting of the members at which the proposed amendment shall be submitted to a vote.
B. Written notice of the meeting at which such proposed amendment is to be submitted shall include a copy of the proposed amendment and a summary thereof.
C. Such amendment shall be approved upon receiving the affirmative vote of two-thirds (2/3) of the members present for the vote. The usual quorum of five (5%) percent must be assembled.
Section 2. Amendments to the Bylaws
Bylaws may be adopted, amended, or repealed by a two-thirds (2/3) vote of the Resident Members present for the vote. The amendment may contain any provision for the regulation and management of the business or affairs of the organization which is not inconsistent with law or the Charter. Notice shall be given at least one (1) week before and no more than sixty (60) days before any meeting at which a proposed amendment to the bylaws is to be voted on. The proposed amendment shall be sent out with the meeting announcement.
Editor's Note: From ARTICLE II: MEMBERSHIP, Section 8, Membership Meetings, Written Notice of a Special Meeting: Written notice of a special meeting [for the Resident Members; the Board needs only 2 days] shall be delivered in the same manner as notice of the annual meeting [that is, not less than ten (10) days nor more than sixty (60) days prior to the date of the meeting.] Notice of a special meeting shall also list the names of the persons calling the meeting.
Editor's Note: From ARTICLE II: MEMBERSHIP, Section 9, Quorum: No business of the Parkridge Community Organization may be transacted unless at least five percent (5%) of the members entitled to vote are present at a meeting. (A minimum of 7 of the 35 paid members for 2008 are needed to make a decision at a monthly meeting.)
Editor's Note: From ARTICLE II: MEMBERSHIP, Section 10, Voting: There shall be one vote per Resident Member. A majority vote (that is, one half plus one person) of those voting members who are present shall be required to carry any motion or to elect any Director, except as provided elsewhere in these bylaws
ARTICLE IX: REQUESTS, CORRESPONDENCE AND AGREEMENTS
All requests, promissory correspondence or agreements, in the name of the Parkridge Community Organization, with other persons, organizations, or businesses including state, local, or federal governments, must first have the approval of the Board of Directors or the President. Presidential approval is conditional upon Board approval.
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