OSNA Bylaws adopted August 13, 2014

Article 1 – Name

The name of the Corporation is “The Old Southside Neighborhood Association, Inc.” The term “OSNA” will be used in these Bylaws.

Article 2 – Purpose

Section 2.1 – Location & BoundariesMap of Indianapolis Old Southside neighborhood boundarys

An area in the City of Indianapolis known as Historic Old Southside, being that area bounded on the north by South Street, on the south by the CSX Railroad/Adler Street, on the east by Madison Avenue, and on the west by White River.

Section 2.2 – Mission Statement

The Old Southside Neighborhood Association, Inc. is composed of citizens committed to promoting and supporting a diverse and positive quality of life for our neighborhoods and areas within our boundaries. We act as a voice for our citizens fostering a harmonious balance between commercial interests and residential quality of life interests, improving public safety, and bringing about desirable development and redevelopment. We strive to work with other neighborhood associations, government offices and agencies, and civic organizations to bring about the best mutually beneficial outcomes to achieve these goals.

Section 2.3 – Purpose Limitation

Notwithstanding any statement of purpose or powers aforesaid, the OSNA shall not engage in any activities or exercise any powers that are not in furtherance of its specific and primary purposes.

Article 3 – Membership

Section 3.1 – Classes of Membership

a) Individual Membership

Defined as a person whose legal primary residence is within the Boundaries of OSNA without regard to homeowner/rental/contract status. In the event a person owns multiple properties, only one vote shall be permitted.

b)Business Membership

A profit or nonprofit entity located within the Boundaries of OSNA. This includes persons or entities with property within the Boundaries of OSNA who do not claim a primary residence within the Boundaries of OSNA. One representative from each business shall have the same privilege as the individual property owners and residents mentioned above. In the event a person or entity owns multiple properties, only one vote shall be permitted .The voting representative of any corporate or partnership business license or property owner, or any nonprofit organization shall be designated in writing by letter to the OSNA secretary or on the membership application form.

c) Sustaining Membership (non-voting)

Defined as membership for those who may still have ties to the neighborhood but no longer live or own in the neighborhood or nonprofit entities with a presence/interest in the neighborhood. Members of this class will not have a right to vote.

Section 3.2 – Qualification for Membership

Membership in OSNA shall be open to all persons 18 years of age or older. Proof of primary residence or business address shall consist of a utility bill reflecting the applicant’s name or proof of city’s homestead credit reflecting the applicants name. Each approved applicant shall then be considered a “Member” until an event of termination (as described in Section 3.6 below)

Section 3.3 – Dues

Ten Dollars ($10.00) for Individual or Sustaining Membership and Fifty Dollars ($50.00) for Business Memebership dues will be charged annually and are due by March 1.

Section 3.4 – Participation

All meetings are open to any and all persons who wish to be heard, except for the Board of Directors meeting as described in Section 4.4. Only members are entitled to vote.

Section 3.5 – Application for Membership

Any person or entity desiring membership in OSNA shall make such application in writing. the application shall be reviewed and accepted within thirty (30) days if person or entity meets the eligibility requirements specified in Section 3.1 and Section 3.2 and applies for the correct applicable class of membership. Dues are to be paid at the time of application. If the applicant fails to meet the eligibility requirements or applies for an inappropriate class of membership, the application shall be marked “rejected — applicant not eligible” and returned to the applicant along with the dues payment. If an application is accepted, the applicant shall be so notified .

Section 3.6 – Termination of Membership

Membership for Individual or Business Membership shall terminate when a person or entity is no longer located within the OSNA Boundaries. Membership will also terminate for all classes of members one month (30days) after the non-renewal of the annual membership and/or the non-payment of dues for the current membership year.

Section 3.7 – Voting

All voting classes members shall have one (1) vote each to be cast during attendance at any regular or special meeting. Voting will be by written ballot or oral affirmation. Proxy votes are allowed only by eligible voting members conferring proxy onto another eligible voting member. The written process for conferring proxy is as follows: Permission is given by handwritten note that gives the names of the involved parties and date proxy is given. A handwritten signature is only necessary for a handwritten note. The note or a printout of an email must be given to the officer in charge of voting any time before the vote is taken. A simple majority of those voting shall constitute an affirmative cote.

Article 4 – Meetings

Section 4.1 – Annual Meeting

There shall be one (1) annual membership meeting annually. The annual meeting shall be on the second Wednesday on or after February 1, unless otherwise directed by the President or Board. Notification for all regular meetings shall require seven (7) days advance public notice to the members of OSNA.

OSNA Meeting Calendar

Section 4.2 – Regular Meetings

The regular meetings of OSNA membership shall take place on the second Wednesday of every month at 7:00 PM  and occur February through December of each calendar year, inclusive, unless otherwise directed by the President or Board.

Section 4.3 – Special Membership Meetings

Special meetings of the membership may be called by the President or two (2) members of the Board as deemed necessary. Notification and purpose(s) of the special meeting shall require seven (7) days advance public notice to the members of OSNA.

Section 4.4 – Board of Directors Meetings

The Board shall meet in closed session not less that four (4) times annually at times set on seven (7) days prior notice to the Board by the President, or upon the request of at least one-half (1/2) of the members of the Board. Additionally, notice of each meeting shall be given to each Director in a manner most likely to reach such person (i.e., in person, email, or phone notifications are acceptable).

Section 4.5 – Agenda

The President or Secretary shall prepare the agenda for regular and special meetings of the membership and for Board meetings. Any member may add an item to the agenda not less than three (3) days in advance of the regular meeting. Any member of the Board may make a motion to add an item to the Board, regular, or special agendas at those respective meetings. Adoption of the motion requires a majority vote of the members present.

Section 4.6 – Quorum

For any regular and special meeting, a quorum shall consist of the following: at least fifteen (15) voting-eligible members or 10% of the total eligible membership, of which at least two (2) are members of the Board. Board meetings quorum will consist of at least five (5) members.

Section 4.7 – Participation

Any regular meetings or special membership meeting is open to any person, unless a closed meeting is specifically called by a memeber. Board meetings shall be closed. Voting is limited as set forth in Section 3.7. All actions or recommendations of the regular or special meetings shall be communicated to all affected parties.

Section 4.8 – Procedure

“Roberts Rules of Order (Revised)” shall be the authority for the conduct of any meeting in all cases to which they are applicable and in which they are not inconsistent with the Bylaws and any soecial rules OSNA may adopt.

Section 4.9 – Non-discrimination

OSNA will not discriminate against indivduals or groups on the basis of race, religion, color, sex, sexual orientation, gender identity, age, disability, national origin, legal citizenship, income, or political affiliation in any of its policies, recommendations, or actions.

Section 4.10 – Public Notice

Public notice is defined as notification by email or telephone.

Article 5 – Board of Directors

Section 5.1 – Authority

The affairs of OSNA shall be conducted by the Board of Directors (the “Board”).

Section 5.2 – Board of Officers

a) President

The President shall prepare the agenda and shall preside as Chairperson at meetings of the Board and the membership.

b) Vice President

The Vice President shall assist the President and in the President’s absence or disability shall carry out the functions of the President.

c) Secretary

The Secretary shall keep minutes and written records of attendance and actions taken at meetings; shall be responsible for all correspondence of OSNA, and shall make OSNA records available for inspection for any proper purpose at any reasonable time to directors, officers, members, and other persons authorized by law.

d) Treasurer

The Treasurer shall be accountable for all funds and shall give an accounting at each regular meeting and one annually at the Annual Meeting, propose an investment policy annually for the review and adoption of the board, and shall recieve, safe keep, and dispurse the OSNA funds. However, any disbursement in excess of $100 shall be subject to Section 9.4.

Section 5.3 – Numbers & Eligibility

The Board shall consist of a minimum of four (4) and a maximum of nine (9) eligible voting members each a “Director”  (see Section 3.2). Subject to the provisions of Section 3.6, each shall serve for a term of one (1) two-year term or until their successor has been duly elected and qualified. No officer may serve more than two (2) consecutive terms without a one (1) year absence from the Board. All officers and the immediate past president of OSNA shall be Directors.

Section 5.4 – Qualifications & Conflicts of Interest

a) Qualified Directors

The members of the Board shall be considered “Qualified Directors” in that they shall not receive compensation for personal services related to OSNA. However, they may receive reimbursement for actual expenses incurred while performing a Director’s duty as established by the BOard.

b) Conflicts of interest

Any Director who has, or believes (s)he my have, a conflict or possible conflict of interest shall disclose to the other Directors and make a matter of record such conflict or potential conflict of interest between the interest of OSNA and the direct or indirect interests of such Director, and such Director shall not vote on the matter which is the subject of conflict or potential conflict of interests. If such Director nevertheless votes on that matter, his or her cote shall be disregarded. The minutes of the meeting shall reflect such disclosure by the interested Director, the vote of the Board on the matter, and the interested Director’s abstention from voting.

Section 5.5 – Past Board Members

The immediate past President shall be considered a Director for one additional year. One (1) additional past officer shall be eligible to serve for one (1) year as a Director and may be appointed by the President for approval by the Board at any time as long as the individual meets membership requirements as outlined in Article 3.

Section 5.6 – Removal

Any holder of an elected position may be removed and replaced by a two-thirds (2/3) vote of the general membership present at a regular or special meeting.

Section 5.7 – Replacement

A replacement for an Officer can be nominated by any member in good standing at that time and shall e appointed to the position by the Board by the next regular meeting.

Section 5.8 – Resignation & Vacancies

a) Resignations

A Director may resign at any time by delivery of written notice to the Board, the President, or the secretary. Resignation will be effective upon receipt by any of the above individuals or any date specified withing such notice. Once delivered, a notice of resignation is irrevocable.

b) Vacancies

The Board may fill any vacancy on the Board by a majority vote of the Directors. A vacancy occurs through (a) resignation or (b) absence of a Board member from three (3) consecutive Board meetings without excuse. A member appointed to fill a vacancy shall serve for the remainder of the unexpired term and until his/her successor is duly elected or appointed and qualifies, unless removed.

Article 6 – Elections

Section 6.1 – Election of Officers

Elections for the Board of Directors shall be held at the Annual Meeting as described under Section 4.1 herein. A simple majority of the Directors or their written proxies will determine which members of the Board are elected as Officers. Run-off votes for the top two (2) candidates shall be used to determine a majority winner for each position. A minimum of the four (4) Officers specified below will be needed to serve as the Board of Directors.

Section 6.2 – Nominations

A Nominating Committee shall be formed no less than sixty (60) days prior to the Annual Meeting. No less than thirty (30) days prior to the Annual Meeting, the Nominating Committee shall present to the Board a slate of candidates for the Board of Directors positions. At the Annual Meeting, the Board shall present the slate to the general membership for approval.

Section 6.3 – Eligibility

Only persons eligible for the Old Southside Neighborhood Association membership shall be qualified to hold an elected or appointed position.

Article 7 – Committees

Section 7.1 – Creation of Committees

The Board may appoint committees, including an executive committee or other committees, consisting of at least two (2) members in good standing and having the powers designated by the Board. Committee members need not be members of the Board, but must be members of OSNA. The Board may appoint special committees consisting of at least two (2) members in good standing and having the powers designated by the Board. At a minimum, the Special Committees are:

a) Nominating Committee

b) Beautification Committee

c) Housing & Development Committee

d) Land Use & Code Enforcement Committee

e) Membership & Communications Committee

Section 7.2 – Committee Conduct

Any committee of OSNA shall conduct its business according to the rules for committees as defined in these bylaws.

Section 7.3 – Executive Committee

Pursuant to Section 7.1, an Executive Committee shall consist of the President, Vice President, Treasurer, Secretary of the Board, and any other Director(s) named by the Board. The Executive Committee, unless limited in a resolution of the Board, may exercise all of the authority of the Board in the management of the business and affairs of OSNA between meetings of the Board. The Secretary shall send to each Director a Summary report of the business conducted at any meeting of the Executive Committee within seven (7) days of such meeting.

Section 7.4 – Reporting & Appeal

a) Reporting

Any committee of OSNA shall report all its decisions to the Board.

b) Appeal

Any decision of any committee of OSNA may be appealed to the Board for rehearing by any interested person or entity whose rights have been affected by a decision.

Article 8 – Representatives

Section 8.1 – Designation of Representatives

The Board may, by resolution, adopted by a majority of the Directors then in office, designate one or more members to serve as representatives to other boards or organizations.

Section 8.2 – Authority of Representatives

Representatives shall have the power to represent the majority of the Directors to the bodies they serve. Any written representation shall be reviewed by the Executive Committee or President prior to being delivered.

Section 8.3 – Special Representatives

Special representatives shall be appointed by the President or the membership from time to time as deems necessary.

Section 8.4 – Reporting

The representative shall report at regular meetings.

Article 9 – Finance

Section 9.1 – Authority

The Board may authorize any Officer(s) to enter any contract or execute and deliver any instrument in the name of or on behalf of OSNA, and such authority may be of general or specific instances.

Section 9.2 – Donations

OSNA will be free to ask for voluntary donations to help defray costs of organization. Activities to raise funds may be held if appropriate.

Section 9.3 – Loans & Debts

OSNA is NOT permitted to make loans. OSNA is NOT permitted to go into debt.

Section 9.4 – Disbursement of Funds

Two (2) signatures are required on any check totaling above $100. One signature must be that of the Treasurer and the other must be another Officer.

Section 9.5 – Use of Funds

All OSNA funds not otherwise employed shall be deposited in credit of OSNA in such banks or other depositories as the Treasurer may select upon approval of the Board. No member of OSNA shall receive any earnings from OSNA.

Section 9.6 – Oversight

The President, whose duty it shall be to supervise the Treasurer’s accounts during the year and at the close of the fiscal year and to report at the Annual Meeting, shall appoint a finance committee of at least three (3) members.

Article 10 – Indeminication

OSNA will have the power to indemnify and hold harmless any Director, Officer, or employee from any suit, damage, claim, judgement, or liability arising out of, or asserted to arise out of, conduct of such person in his/her capacity as a Director, Officer, or employee (except in cases involving willful misconduct). The Corporation will have the power to purchase or procure insurance for such purposes.

Article 11 – Amendments

These Bylaws can be amended by the Board, provided that the amendment(s) has been submitted in writing at the previous regular meeting of the members.

Article 12 – Server Ability

Any determination that any provision of these Bylaws is for any reason inapplicable, invalid, illegal, or otherwise ineffective shall not affect or invalidate any other provision of these Bylaws.

Download a PDF version of OSNA Bylaws here.

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