Welcome Packet Information:
Fulton Heights Neighborhood Association By-Laws
Name and Boundaries
Section 1: This organization shall be known as the Fulton Heights Neighborhood Association (hereinafter referred to as the FHNA).
Section 2: The boundaries shall be the area defined by Fulton Street on the south, Fuller Avenue on the west, Michigan Street on the north and Plymouth Avenue on the east.
Section 1: The FHNA may do any and all moral and lawful acts in furtherance of the following purposes:
- To promote friendship and cooperation among the residents
- To maintain and improve property and the physical appearance of the community.
- To assist local businesses to survive and prosper in the community.
- To have a role in civic matters affecting our community.
- To develop awareness, a spirit of pride and individual responsibility to the community.
- To initiate neighborhood programs for solving problems, providing services, and promoting social activities.
- To encourage the development of more localized groups, such as block clubs, to follow the aforementioned purposes.
- To receive and disburse monies, gifts, bequests and goods for community service and for charity.
Section 2: The FHNA is organized, and will be operated for charitable, and educational purposes; and for such other purposes as defined by Section 501(c) (3) of the Internal Revenue Code of 1954, as amended.
Section 1: Resident Membership. Resident membership of the FHNA shall be open to all residents, 18 years of age or older, within the stated boundaries. Resident members may attend and vote at all membership meetings and are eligible to serve on the Board of Directors.
Section 2: Associate Membership. Those who do not meet the requirements for resident membership are eligible to become an associate member. Associate members may attend, but do not vote, at all membership meetings and may not serve on the Board of Directors.
Section 3: The Board of Directors is authorized to set the levels and require the payment of annual membership dues as a condition of membership.
Section 4: The membership year shall run from Annual Meeting to Annual Meeting.
Section 5: Members must be present at Membership Meetings to vote.
Board of Directors
Section 1: The Board of Directors shall consist of either seven or nine resident FHNA members elected by the Membership at the FHNA Annual Meeting.
Section 2: Directors shall be elected to serve four-year terms on the Board. A Director may be reelected to serve on the Board.
Section 3: The Board of Directors can appoint an eligible member to fill a vacancy on the Board of Directors, on an interim bases, up to the time of the next Annual Meeting. At that meeting a special election will be held to permanently fill an unexpired term. A term which expires at the time of that Annual Meeting will be filled in the usual manner.
Section 4: Meetings of the Board will be called by the President. A Majority of the Directors serving may also call a meeting of the Board. The Board shall meet at least six times each year.
Section 5: A quorum for meetings of the Board shall consist of a majority of the Directors currently serving.
Section 6: A Director may be removed from the Board, by a vote of five Directors, at a Board meeting called for that purpose. A minimum of at least five days notice must be given that such a meeting will be held.
Section 1: The officers of the FHNA shall be President, Vice President, Secretary and Treasurer.
Section 2: The President shall preside at all Board and membership meetings of the FHNA, appoint committees with the approval of the Board of Directors, submit reports at meetings, and serve as an ex-officio member of all committees.
Section 3: The Vice President shall assume the duties of the President in his or her absence.
Section 4: The Secretary shall record the minutes of official meetings, conduct correspondence, and maintain the official records of the organization.
Section 5: The Treasurer shall receive, deposit, and account for all monies of the organization, and disburse funds as authorized.
Section 6: Officers shall be elected by the Board of Directors, to two-year terms, at their first meeting following the Annual Membership Meeting. Only members of the Board of Directors will be eligible to hold office.
Section 7: A vacancy in any office may be filled by a vote of the Board of Directors.
Section 1: There shall be at least two membership meetings each year. Meeting notices shall be distributed at least seven days prior to the meeting.
Section 2: Annual reports on the finances and activities of the organization will be given, and election of members on the Board of Directors will be conducted at the membership meetings.
Section 1: Committees may be established, as needed by the Board of Directors.
Section 1: All disbursements shall be made by check. The Board of Directors shall designate those who are authorized to sign checks.
Section 2: The fiscal year of the organization shall be from April 1 to March 31.
Section 3: Expenditure in excess of $100 requires the prior approval of the Board of Directors.
Section 1: In the event of dissolution, all assets, real and personal shall be distributed to such personal as are qualified as tax-exempt under Section 501(c) (3) of the Internal Revenue Code of 1954 as amended.
Section 2: The Board of Directors shall authorize all such disbursements of assets at the last Board Meeting.
Rules of Order
Section 1: “Robert’s Rules of Order” shall be the parliamentary authority for all matters of procedure unless specified otherwise by these by-laws of statute.
Section 2: The Board of Directors may vote on issues via email or other electronic means provided that the then-serving Board of Directors has agreed to vote via this method. The Board of Directors may, in its discretion, set rules and procedures for voting via email or other electronic means.
Section 1: All meetings of the FHNA will be open to any member. An opportunity for members’ comments will be provided as part of each meeting agenda.
Section 1: A director of FHNA shall not have any personal liability to FHNA or its members for monetary damages for breach of his or her fiduciary duty as director, except that this provision shall not eliminate or limit the personal liability of a director for any of the following:
- any breach of the director’s duty of loyalty to FHNA or its members;
- acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law;
- a violation of Section 551(1) of the Michigan Business Corporation Act (imposing liability upon directors for certain corporate actions such as unlawful dividends, distributions, loans or purchases of shares);
- a transaction from which the director derived an improper personal benefit;
- an act or omission occurring before the effective date of this provision; or
- an act of omission that is grossly negligent.
If the Michigan Business Corporation Act is hereafter amended to further limit the liability of directors, then such liability shall be limited to the fullest extent permitted under the Michigan Business Corporation Act.
Section 1: FHNA hereby assumes all liability to any person other than FHNA or its members for all acts or omissions of a volunteer director occurring on or after January 1, 1988 incurred in the good faith performance of the volunteer director’s duties.
Section 2: FHNA hereby assumes all liability for all acts or omissions of a non-director volunteer occurring on or after the effective date of this provision if all of the following are met:
- the volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority;
- the volunteer was acting in good faith;
- the volunteer’s conduct did not amount the gross negligence or willful and wanton misconduct;
- the volunteer’s conduct was not an intentional tort; and
- the volunteer’s conduct was not a tort arising out of ownership, maintenance or use of a motor vehicle for which tort liability may be imposed as provided in MCLA 500.3135