Article I – Name and Office
I-1 The name of the corporation is the Fruit Hill Neighborhood Association (FHNA). Its principal office is located in the neighborhood of Fruit Hill Avenue in the Town of North Providence, Rhode Island, at such location as may be determined from time to time by the Board of Directors.
Article II – Purpose
II-1 The FHNA is organized and operated to be a voice for the residents to ensure a decent, safe, clean neighborhood through strict enforcement of minimum housing standards and building codes, zoning and traffic laws, litter and trash ordinances, and crime prevention. The FHNA shall be an advocate for the betterment of the neighborhood through the introduction of new laws and ordinances at the local and state levels whenever possible and wherever appropriate. The FHNA will work on any issues or project as it relates to the concept of a decent, safe and clean neighborhood.
II-2 The FHNA is a non-profit corporation organized exclusively for charitable purposes as described in Section 501 (C) (3) of the Internal Revenue Code, as amended. In no event will any part of the assets of the corporation be applied directly or indirectly for the benefit of any member of the FHNA in any manner that is prohibited by or which may jeopardize the tax exempt status of the corporation under Section 501 (C) (3) of the Internal Revenue Code, as amended.
Article III – Membership
III-1 General Membership: Any resident of the Fruit Hill neighborhood --- without regard to age, creed, color, handicap, national origin, race or gender --- is eligible to become a member of the FHNA upon payment of annual dues of $15.00 for an individual, or $20.00 for all members of a household. Dues may be paid at any time, covering the period (or any portion) from January 1st to the subsequent December 31st of the calendar year.
III-2 Board of Directors: The Board of Directors, including officers, shall not have more than 11 (eleven) non-officer members. The four (4) elected officers shall be members of the Board of Directors. Any member of the FHNA is eligible to become a Board Member, except that no Director shall be an elected public official.
III-3 Powers of the Board: The Board of Directors shall manage and have general control over the activities and affairs of the FHNA and may exercise all powers that may be exercised or performed by the association pursuant to law and these By-Laws.
III-4 Term of Membership on the Board of Directors: The length of term for the Board Members beginning in 2009 shall be four members serving for a term of one year, four members serving for a term of 2 years and 3 members serving for a term of 3 years, subject to re-election, but may be limited otherwise by resignation, incapacitation, or removal. Elections subsequent to 2007 shall be for three (3) year terms.
III-5 Removal: Any member of the Board of Directors may be removed with or without cause by a two-thirds (2/3) affirmative vote by remaining Board Members. Except in instances of a lack of attendance, no member shall be removed without an opportunity to address the Board. A Board Member who fails to attend three (3) consecutive FHNA meetings without an excuse may be subject to removal.
III-6 Vacancies: Any member of the FHNA may nominate new members to fill vacancies on the Board. Such nominations shall be subject to ratification by a two-thirds (2/3) affirmative vote of the Board of Directors.
Article IV – Officers of the Corporation
IV-1 Officers: The Board of Directors shall include four (4) standing offices; President, Vice-President, Secretary, and Treasurer. Other directors shall be selected as deemed necessary by an affirmative vote of the Board, with designations, functions, powers and duties not inconsistent the law and By-Laws of the FHNA. The Nominating Committee shall present a slate of directors, for those directors whose terms of office are expiring, for election at the Annual Meeting of the calendar year. Nominations from the general membership will also be accepted at the Annual Meeting prior to voting. Election shall be by a majority vote of the members present and voting.
IV-2 Duties of the President: The President shall preside at all meetings of the FHNA. Have and exercise general charge and supervision of the affairs of the FHNA, perform such other duties as may be prescribed by the Board of Directors, and appoint committees as required.
IV-3 Duties of the Vice-President: The Vice-President shall preside at all meetings of the FHNA in the absence of the President, and perform such other duties as may be prescribed by the Board of Directors.
IV-4 Duties of the Secretary: The Secretary shall be responsible for keeping minutes of all meetings of the FHNA and for notifying all Board Members of those meetings, keep a directory of all members, be responsible to ensure that all corporation documents, papers, and letters are properly maintained and preserved, and perform such other duties as may be delegated by the President.
IV-5 Duties of the Treasurer: The Treasurer shall be responsible for oversight of the assets and financial records of the FHNA. The treasurer shall ensure that at each meeting of the Board a report of the financial status of the corporation is made available for inspection and review, ensure that timely and accurate records are maintained, ensure that federal and state tax returns have been filed on a timely basis, arrange for the review of FHNA financial records by independent accounts when such review is deemed appropriate by the Board, perform such other duties as may be prescribed by the Board of Directors. The Treasurer shall make an annual report at the Annual Meeting of each calendar year.
Article V Committees:
V-1 Appointments and Duties: The President, with approval of the Board, may appoint committees of FHNA members as deemed appropriate. Such committees may be temporary or continuing, shall act under the supervision of the Board and the President, shall make recommendations to the Board as it deems appropriate to its charge. Said committees may act on behalf of the Board only upon specific delegation by the Board.
V-2 Chairpersons and Meetings: Each committee shall elect a chairperson by affirmative vote of its members to preside at meetings, and shall schedule meetings as it deems appropriate to meet its charge.
V-3 Nominating Committee: The Board of Directors shall appoint a Nominating Committee, consisting of five members of the Association, at the last regular meeting of the calendar year.
Article VI – Meetings of Members
VI-1 Regular Meetings: Regular meetings of the FHNA shall be held four (4) times a year or more frequently as needed. Notice of the date, time, and place of these meetings shall be communicated to each member of the Board of Directors and to the general membership not less than seven (7) days prior to the dates of the meeting. Any binding decision is subject to a majority vote of the members present and voting.
VI-2 Special Meetings: The President may call a special meeting of the Board of Directors, or of the general membership. Notice of the date, time, place, and reason for special meetings shall be given to each Board Member or general members either personally or by mail prior to the date fixed for said meeting.
VI-3 Annual Meeting: The first regular meeting of the calendar year shall be designated as the Annual Meeting of the Fruit Hill Neighborhood Association.
Article VII – Contracts
VII-1 The Board of Directors may authorize any member to enter into any contract or execute and deliver any instrument in the name of and on behalf of the FHNA, and such authority may be general or confined to a specific instance. Unless so authorized by the Board of Directors, no officer, agent, or employee shall have any powers of authority to bind the FHNA by any contract or agreement or to render it liable financially for any purpose or for any amount.
Article VIII – Amendments of the By-Laws
VIII-1 These By-Laws may be altered, amended, or repealed, or new By-Laws may be adopted by a majority affirmative vote of the membership present at a meeting duly called with notice that such action will be proposed.
Article IX – Dissolution
IX-1 In the event of the dissolution of the FHNA, any and all assets available for distribution, after payment of obligations, shall be transferred to such other organization or organizations as shall, at the time, qualify as an exempt organization under Section 501 (C) (3) of the Internal Revenue Code, as amended, or the corresponding provision of any federal tax law.
Article X – Conflict of Interest Policy
X-1 A copy of the conflict of interest policy is kept on file by the Board of Directors and may be viewed by any member of the Association upon request.
The foregoing By-Laws were amended by the Board of Directors and Members of the Fruit Hill Neighborhood Association at a Meeting held on the 17th day of February 2009.
President FHNA: Roland Mergener
Secretary FHNA: Mack Woodward