Proposed SDCC By-Laws

Historical document reproduced in February 1983. This is an archival transcription with source scans for comparison; proposed changes are not represented as adopted or current rules. Bracketed uncertainty notes identify damaged or unclear text.

ARTICLE ONE: NAME

1.1 The Corporation is and shall be called The Skinker -DeBaliviere, Community Council, Inc.” (hereinafter called “SDCC”).

ARTICLE TWO: BOUNDARIES

2.1 SDCC Service Area The boundaries of the SDCC Service Area are set forth below and are established as follows: Beginning at a point at the intersection of Lindell and Union Boulevards, thence generally [line ending unclear] a clockwise direction along the center line of the following streets, alleys, City Limits, and boundaries: Lindell, Skinker, Forsyth, the souther[final letter unclear] prolongation of Melville, Delmar, St. Louis City Limits, Olive, and in a straight line across the Wabash ,Railroad tracks to Hodiamont, the north alley of Delmar, Clara, Delmar, Union, to the point of beginning [See: Appendix I].

2.2 SDCC Core Area The SDCC Core Area shall be the aggregate geographical area within the SDCC Service Area which is represented by SDCC Neighborhood Association Members.

The initial Neighborhood Association Members are the Washington Heights Neighbors, the Rosedale Neighbors, and the Parkview Agents [See: Appendix I].

ARTICLE THREE: MEMBERSHIP

3.1 Classification Membership in ‘the SDCC shall be of five (5) classes: Neighborhood Association Members, Institutional Members, Busines[final letter unclear] Association Members, Corporate Members, and Residents Associatio[line ending unclear] Members.

3.2 Neighborhood Association Members Shall be neighborhood associations, agents, or trustees serving group of residents from a limited and exclusive geographical are[line ending unclear] within the SDCC Service Area, which shall conform with these Bylaws and the SDCC Rules of Operation and have been accepted as a Neighborhood Association Member by the Board of Directors (hereinafter called “the Board”).

3.3 Institutional Members Shall be not-for-profit organizations located within or immediately adjacent to the SDCC Service Area., which • conform with these Bylaws and the SDCC Rules of Operation, and have been accepted as an Institutional Member by the Board.

3.4 Business Association Members Shall be associations of businesses located within the SDCC Service Area, which conform with these Bylaws and the SDCC Rules of Operation and have been accepted as a Business Association Member by the Board.

3.5 Corporate Members Shall be businesses or corporations with an interest in the welfare and development of the SDCC Service Area which have made a donation to the SDCC and which conform with these Bylaws and the SDCC Rules of Operation, and have been accepted as a Corporate Member by the Board.

3.6 Residents Association Members Shall be limited to one organization comprized of dues paying individuals And families who reside in the SDCC Service Area, an[line ending unclear] conform with these Bylaws and the SDCC Rules of Operation, and have been accepted as a Residents Association by the Board.

3.7 Qualifications: Neighborhood and Business Associations All Neighborhood and Business Association Members shall:

a) be totally situated within the SDCC Service Area;

b) have limited and exclusive geographical boundaries;

c) have sufficient populations or area to warrant equitable representation with other Members;

d) pay all dues and other such assessments in a timely manner;

e) comply with all of the requirements set forth in these Bylaws, the SDCC Rules of Operation, and suc[line ending unclear] other resolutions adopted by the Board.

3.8 Application Procedures: Neighborhood and Business Associations All applications for membership as a Neighborhood or Business Association shall be submitted to the President. Applications shall include: •

a) The name of the association;

b) The names, residential and business addresses and telephone numbers of the principal officers;

c) The boundaries of the association;

d) Copies of the association’s Articles of Incorporation, Bylaws, Rules of Operation and all other pertinent organizational information includin[line ending unclear] financial and budget statements;

e) An affidavit signed by all officers of the association stating that the association will abide by these Bylaws,• SDCC Rules of Operation, and such other resolutions adopted by the Board.

3.9 Boundary Changes. Neighborhood and Business Associations

a) Any annexation, secession or usurpation of any part or all of area represented by a Neighborhood or Business Association Membe[line ending unclear] will not be recognized by the SDCC unless accompanied by a petition signed by at least 51% of the registered voters residin[line ending unclear] in the area in question, in the case of a Neighborhood Association Member, or 51% of the businesses operating in the area in question in the case of a Business Association Member.

b) Any annexation of an area not represented by an Neighborhood or Business Association Member by a Neighborhood or Business Association Member will not be recognized by the SDCC unless approved by a majority vote of the Board.

3.10 Expulsion of a Member Any Member may be expelled from the SDCC by a three-fourths vote of the Board at’a duly constituted meeting provided that a motio[line ending unclear] for expulsion was included in the written notice of such meeting and provided further that before such a vote is taken, all officers and Directors of such a member shall be given at least thirty (30) days written notice of the proposed action, mailed t[line ending unclear] their addresses as they appear on the records of the SDCC, and shall be thereafter afforded an opportunity to be heard at the meeting. Such notice shall be deemed to have been received by the designated recipients thereof on the day on which, in the normal course of the mails, it would be delivered to such addresses.

For the purpose of this Section, the Directors elected/appointed by the Member whose expulsion is being considered shall not be entitled to vote nor shall they be considered in the determination of a quorum.

3.11 Resignation of a Member Any Member of the SDCC • may resign anytime, giving written notice to the President or to the Secretary of the Board. Such request shall take effect at the date of the receipt of such notice, or any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

4.1 Powers and Authority The Board shall have full power and authority to manage all of the property and affairs of the SDCC.

The Board May exercise al[line ending unclear] such powers of the SDCC and do all lawful, acts and things as are not by law, the Articles of Incorporation, or these Bylaws, directed or required to be exercised or done by some particular officer of the SDCC.

Without in anyway limiting the generality ”of the foregoing, the Board is authorized to adopt rules and regulations-regarding the operation of the SDCC; to. hire and • employ individuals to provide for the successful operations of the SDCC;’ to establish dues, assessments and fees; to establish standing and/or temporary committees; to delegate to such committees such powers; authorities and functions as the Board deems proper and to perform Such other powers and authority as is appropriate to carry out the purposes and functions of the SDCC.

4.2 Classification of Membership The MemberShip of the Board shall consist of five (5) classes: Neighborhood Directors, Institutional Directors, Business Directors, Residents Directors, and Associate Directors.

4.3 Neighborhood Directors: Number, Term of Office

a) Each Neighborhood Association Member in the. SDCC area will have Directors according to the following formula: population 2000 plus or 20 blocks in area gives three (3) Directors; population 1000 to 1999 or 10 to 19 blocks in area gives two (2) Directors; population less than 1000 or less than 10 blocks in area gives one (1) Director.

The term “block” means a one hundred designation on a street, including both sides of the street, (As an example: the 5800 block of Waterman and the 6200 block of Waterman are each one block.) .

b) The terms of the Neighborhood Association Members. Directors shall be two years and shall be staggered.

Before 31 May 1983, each Neighborhood Association Member with three (3) Directors shall elect one for one year and two for two years, electing only for two year terms in subsequent years.

Each Neighborhood Association Member with two (2) Directors shall, before 31 May 1983, elect one fo[line ending unclear] one year and one for two years, electing•only for two year terms in subseqUent years.

Each Neighborhood Association Member with one (1) Director shall, before 31 May 1983, elect one for two years, electing a Director every two years thereafter.

4.4 Institutional Directors: Number, Term of Office .a) The Board shall resolve which institutional Members shall be allowed to appoint Institutional DireCtors no later th[line ending unclear] the first day of May each year, based solely on the Institutiona[line ending unclear] Member’s pledge in an amount acceptable to the Board.

b) Before 31 May 1983 and every year thereafter, each Institutional•Member authorized by a resolution of the ‘Board shall elect or appoint in a manner it deems appropriate one (1) Institutional Director for a term of one (1) year.

4.5 Business Directors: Number, Term of Office Before 31 May 1983 and every year thereafter, each Business’ . Association Member shall elect or appoint in a manner it deems appropriate, one (1) Business Director for a term of one (1) year. •

4.6 Residents Director: Number, Term of Office Before 31 May 1983 and every year thereafter, the Residents Association Member shall elect in a mariner it deems appropriate one (1) Residents Director for a term of one (1) year.

4.7 Associate Directors: Number, Term of Office .

a) The primary function of Associate Directors is to substitute for their Members’. Directors .who are unable to atten[line ending unclear] scheduled Board meeting.

The Associate Directors shall receive the same correspondence and’meeting minutes as other Directors.

b) Before 31 May 1983 and every year thereafter, each Member entitled to elect or appoint Directors, regardless’of classification, shall also elect or appoint.in a manner it deems appropriate, the same number of associate Directors for a term o[line ending unclear] one (1) year.

4.8 Removal of Directors Any Director or Associate Director may be removed from office by a two-thirds vote of the Board at a duly constituted meeting provided that a motion for removal was included in the written notice of such meeting, and provided further that before such a vote is taken, such Director shall be given at least ten (10) days written notice of the proposed action and shall be thereafter afforded an opportunity to be heard at the meeting.

For the purpose of this Section, the Director whose removal is being considered shall not be entitled to vote nor shall s/he be considered in the determination of a quorum.

If any Director fails to attend five (5) consecutive meetings of the Board, the Secretary, at his discretion or at the request of three (,3) Directors, shall inquire into the circumstances of his absence.

The Board may consider such continued absence justification for removal.

4.9 Resignation from the Board Any Director may resign anytime giving written notice to the President or to the Secretary of the Board. Such request shall take effect at the date of the receipt of such notice, or any later time specified therein, and unless otherwise specified . therein, the acceptance of such resignation shall not be necessary to make it effective.

4.10 Vacancies on the Board In the event of a.vacancy on the Board,. that Director’s ‘Associate Director shall fill the vacancy.

The Member shall then elect or appoint in a manner it deems appropriate a new Associate Director to serve for the remainder of the one (1) year term. .

5.1 General The Officers of SDCC shall consist of the Principal officers defined in Section

5.2 and such other officers as may be defined by resolution of the Board.

5.2 Principal Officers • The principal officers of SDCC shall be the President, Vice President, Treasurer, and Secretary.

5.3 President The President shall preside at all meetings of SDCC and the Board, provided that s/he, the Vice President, or any other officer presiding in his absence, may delegate this duty to any other Member’of the Board. Subject to the Board, s/he shall have general charge of the affairs of SDCC. S/he shall keep the Board of Directors fully informed, and shall freely consult with them concerning the affairs of SDCC.

5.4 Vice President The Vice President shall haVe such powers and shall perform such duties as may be assigned to him by the Board or the President.

In the absence or disability of the President-or at any time upon his request, the President’s duties shall be performed and exercised by the Vice President.

5.5 Treasurer The Treasurer shall ‘have custody- of and be responsible for all of the funds of SDCC; and shall deposit and withdraw such funds from such banks or other depoSitories as shall be selected by and in accordance with resolutions.adopted by the Board from time to time.

He shall also have custody of and be responsible for the books of account of SDCC; and shall render statements of the receipts.and disbursements and ‘of the condition of SDCC at the Annual General Meeting of the Board and at such other times as requested by the Board.

In the absence of the President and Vice President, the Treasurer shall preside at meetings of the Board.

5.6 Secretary The Secretary-shall attend to the giving of all notices of SDCC; s/he shall have general responsibility for the correspondence of SDCC; s/he shall maintain a list of all the MeMbers of the Board with their current addresses which shall, at all reasonable times, be open to the examination of any Member of the – Board; s/he shall keep the minutes of all meetings in appropriate books provided for the purpose.

In the absence of the President, Vice, President, and Treasurer,- the Secretary shall preside at meetings of SDCC.

5.7 Powers and Duties, Generally In addition to the functions set forth above, the officers of SDCC shall have the powers and perform the duties usually incident to such offices and any other powers and duties designated by the Board. Any two (2) offices may be held by the same person, except that the same person may not be President and Secretary, and all officers shall be Members of the Board.

5.8 Execution of Instruments on Behalf of SDCC All contracts and other documents-to be executed by SDCC shall be executed by such officer or officers as the Board may from time to time designate, or in the absence of such designation, by the President of the Board.

5.9 Election of OfficersThe initial officers of SDCC shall be elected at the first meeting of the Board. Thereafter the principal officers of SDCC shall be elected at the Annual General Meeting of the Board and shall hold office, at the pleasure of the Board, until the next annual General Meeting of the Board and until their successors shall be duly elected and qualified. Other officers may be elected for a specific term by resolution of the Board.

A person may succeed himself in the same- office without limitation.

No person shall be elected to an office unless he receives a majority vote, and if more than two persons are nominated for any one office and no such person shall receive a majority vote, another vote shall be taken with respect to the two persons receiving the most votes. No’person who is nominated for an office shall be entitled to vote thereon and. if requested by any Board Member present, all persons nominated for an office shall not be present in the room at the time of the voting.

5.10 Removal from Office Any officer may be removed from office by a-two-thirds vote of the Board at a duly constituted meeting provided that a motion for removal was- included in the written notice of such meeting, and provided further that before such a vote is taken, such officer shall be given at least ten (10) days-written notice of the prOposed action and shall be thereafter afforded an opportunity to be heard at the meeting.

For the purpose of this section, the officer whose removal is being considered shall not be entitled to vote nor shall he be considered in the determination of a quorum.

5.11 Resignation from Office Any officer of SDCC may resign at any time by giving written notice to the President or the Secretary of SDCC. Such request shall take effect at the date. of receipt of such notice, or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

5.12 Vacancy in Office Any vacant office shall be filled by a majority vote of the DirectOrs or Associate Directors then serving at a duly constituted meeting thereof, according to the procedures in Section 5.9.

ARTICLE SIX: MEETINGS

6.1 Annual General Meeting of the Board of SDCC Upon notice as set out in Article Seven, the Annual General Meeting of the Board shall be held for the purposes of electing officers, and for the transaction of such other business as.may be required by these Bylaws or the Rules of Operation and such other business as May be brought before the meeting.

The Annual General Meeting shall be held in the month of June at such a time and place as shall be determined by the President of SDCC, or in the absence of – such determination, by the Secretary thereof.

6.2 Regular Meetings of the Board of SDCC Upon notice as set forth in Article Seven, Regular Meetings of the SDCC Board shall be every month on the second Monday of the month except for July and August in a place set out in the call to meeting notice.

6.3 Special Meetings of the Board of SDCC Upon notice as set out in Article Seven, Special Meetings of the SDCC Board may be called at any time by the President and one other Director. Other than the change in date from the Regular Meetings, Special Meetings shall follow the – same protocol as Regular Meetings.

6.4 Quorum A quorum is necessary for the transaction of business, and the act of the majority of those present at a meeting at which a quorum is present shall be the act of the body.

In the absence of a quorum, a majority of those present At a meeting, or- any • person, if there be only one (1) person, may, adjourn the meeting from time to time until a quorum be had.

No notice other than the announcement at the meeting need be given of such adjournment. Except as otherwise provided in these Bylaws or the Articles of Incorporation, a simple majority of the Directors or their Associate Directors shall constitute a quorum at any meeting of SDCC Board. ARTICLE SEVEN : NOTICES

7.1 Notice of Meetings Unless waived as hereafter provided for in the-Bylaws, written .notice of each meeting, stating the place, day and hour of the meeting shall be mailed, postage prepaid, not less than five (5) nor more than twenty (20) days prior to the date of the meeting to each persOn entitled ‘thereto at his address as it appears on the records of the Secretary of SDCC. Such notice may, but is not required to, state the purpose or purposes of the meeting, provided that any matter may be brought before such meeting, whether or not it is set forth in the notice of the meeting or whether or not any other purpose is set forth in the notice of the meeting. Such notice shall be deemed’ to have been received by the designated recipient thereof on the day on which, in the normal course of the mails, it would be delivered to such address.

7.2 Other Notices All other notices to be sent shall be mailed postage prepaid, addressed to each person entitled thereto,’at his address as the same appears on the records of the Secretary of SDCC. f•

7.3 Waiver of Notice Whenever any notice is required to be given by the provisions of these Bylaws, by resolution of the Board, by law, or by. any other authority, such notice may be waived and a waiver thereof in writing, signed by the person entitled to such notice, whether before or after the time stated therein, shall be deemed• equivalent to the giving of such notice. Presence at a meeting by any person shall constitute a waiver of the notice of such meeting.

8.1 Board Meetings Each Director,. or in his/her absence, his/her Associate Director Shall be entitled to one-vote on all matters properly coming before a meeting of the Board.

8.2 Officers Voting Except as otherwise provided in these Bylaws, each officer of SDCC, including the President, shall be entitled to a vote on all matters and in the same manner as any other Director and Associate Director at a meeting of the Board.

8.3 Voting Procedures

a) Voting: All votes shall be by voice except that any person entitled to a vote may request that a vote on any issue be by show of hands, roll call or secret ballot.

In the event that a-vote is to be taken by roll call, the Secretary, or in his/her absence such person as the President may designate, shall read off the names of those entitled to vote present at the meeting, and such person shall indicate his vote by an appropriate sign, and such Vote shall be recorded by the Secretary or by such other person.

If a vote by secret ballot is requested, the President shall appoint two (2) ‘inspectors of election who after allowing a reasonable time for the voting, shall collect, count, and report the same to the persons present.

The Secretary, or such, other person, shall announce and-record the results of the vote.

The ballots may be kept or destroyed as directed by the President.

b) Tie Voting: In the case of any tie vote on any matter properly present -for a vote, the President (at his discretion) may either call for another vote’ or break the tie.

c) Proxies: No proxies, written or oral, shall be permitted and no person shall be entitled to vote at any meeting unless they are personally present at the same.

ARTICLE NINE: COMMITTEES.

9.1 General The’Board may establish such standing and special committees, and delegate such functions thereto, as it deems appropriate, including an Executive Committee to perform the general’functions of the Board while it is not in session, and a Development and Finance Committee to regulate and control, upon consultation with the Executive Committee (if any) and with all persons charged with raising funds or engaged in activities involving expenditures of funds, through means of periodical budgets or otherwise all expenditures over fifty dollars ($50) made by SDCC; provided that all standing committees shall be created, and their functions delegated by, appropriate rule(s) adopted in the Rules of Operation.

The President, at the Annual General Meeting of the Board, shall appoint the chairman of each such committee and, in addition, such other members thereof as he deems appropriate, provided that if a Development and Finance committee is . established, it shall be made up of the Treasurer, who shall be Chairman, and at least two (2)- Institutional Directors: and provided further that if a Business Committee be established-, it shall include all Business Directors (if any), one of which shall be chairman; and provided further that the principal staff person of the SDCC (if any) shall serve as an ex officio member of.all committees.

The existence of each standing committee shall continue until appropriate change is made in the Rules of Operation, but each special committee shall function, unless . reestablished, only until the next Annual General Meeting of the Board.

The Board may delegate to the Executive Committee (if established) such of its functions as it may determine, except:

a) the power which, pursuant hereto, are delegatable to the Development and Finance Committee;

b) the power to elect or remove officers of SDCC;

c) the power to remove a Member from the Board;

d) the power to amend the Bylaws or the Rules of Operation;

e) the power to hire or fire staff members;

f) the. power to establish committees of the SDCC or delegate or alter their functions;

g) the power to review, amend or approve reports of the committees of SDCC, provided that the Executive Committee may establish its own special committees, the Chairman and other members of which (if any) shall be appointed by the President, and delegate to such committees such of its functions as it determines and the existence and relationship of such committees to the Executive Committee and the effect of their -actions with respect to the Executive Committee shall be the same as that of the Board’and its special committees; provided that the ExecutiVe Committee may hear, from time to time, such reports of SDCC Committees and officers as the committees and officers deem appropriate.

If an Executive Committee is established the Secretary shall keep accurate minutes of its proceedings and the Committee shall meet, from time to time, at the call of the President, Secretary, or any two of its other members, at such place and time designated in the call, and the provisiOns of Articles Seven and Eight concerning notices, waivers of notices and voting, shall also apply with respect to the Executive committee.

If a Development and Finance Committee is established, the Treasurer shall keep an accurate record of all committee actions with respect to the regulation of expenditures by SDCC.

9.2 Committees Having Authority of the Board Any committee, that by resolution of the-Board, shall have and exercise the authority of the Board in the management of SDCC, shall consist of at least two (2) members of the Board.

9.3 Committee Reports The Treasurer and each standing committee shall report on his or its activities at every regular meeting of the board and each special committee shall report to the Board at Such times as called upon by the Board but at least once at or before the Annual General Meeting of the Board with which its authority ceases.

9.4 Effect of Committees or Officers Actions The actions of each officer and committee of SDCC within the scope of his or its authority shall. be deemed to be valid actions of SDCC, subject only to review of the Board.

No action of any officer or committee covered. by any report to the Board, no action of the Executive Committee recorded in its minutes of any meeting prior to the Annual General Meeting of the Board at which its report is presented; may be altered after the meeting at which the report has been approved except by two-thirds vote of the Board, and no alteration may be retroactive in effect.

10.1 Purposes The SDCC Residents Association shall have three purposes:

a) To bring to the SDCC Board a concern for the entire SDCC neighborhood.

b) To provide for direct and meaningful participation by residents living outside the SDCC Core Area.

c) To raise funds for SDCC through dues from individuals and through events which make a profit. Dues structure shall be similar to other not-for-profit voluntary associations. •

10.2 Membership and Dues

a) Any resident or business person in the SDCC Service Area shall be able to become a member of the Residents Association by paying dues. Dues shall be . collected on an annual basis and be at a rate to cover all costs and give to the operation of SDCC.

b) Membership in the SDCC Residents Association is not a substitute for membership in the Neighborhood Associations of the SDCC- Service Area.

It is a mechanism whereby a concerned resident can take an . active part in SDCC while not being on the Board or involved in the operation of the particular neighborhoods of SDCC.

It gives an opportunity to demonstrate concern for the entire SDCC without taking away from concerns about parts of the SDCC area.

10.3 Annual Meeting and Election The Residents Association shall meet once a year in May to select one of the members as a Director to the SDCC for a term of one year according to Section

4.6 of the SDCC Bylaws, and an Associate Director according to Section

4.7 of the Bylaws.

It is the responsibility of Director to attend SDCC meetings and represent the concern of all the SDCC area according to the purposes stated in Section 10.1. ARTICLE. ELEVEN: MISCELLANEOUS

11.1 SDCC Fiscal Year .

The Fiscal Year of SDCC shall be the calendar year, that is from January 1 through December 31 of any year. Preliminary budget recommendations shall be completed in December for presentation at the Board meeting that month and subject to approval of the Board at its January meeting.

11.2 Rules of Operation The Board shall establish and keep current a set of Rules of Operation in which shall be compiled all of the Board resolutions which the Board’deems to be of sufficient importance’and continuing effect to warrant inclusion therein.

11.3 Amendments The Board shall have the power to amend and/or repeal the Bylaws of SDCC by a two-thirds vote of the Board at a duly constituted meeting, provided that a motion to amend the bylaws must be made either to the Secretary, in which case the written notice of the next subsequent meeting of the Board shall state the motion and vote on the agenda; or by voice at any meeting of the Board, in which case the vote shall be taken at the next subsequent meeting of the Board.

Originally published in The Neighborhood Paper, February 1983.

Read this article in the original newspaper issue.

Archival transcription note: This is a proposed 1983 document. Faint or damaged type and incomplete line ends remain marked for editorial review; no unprinted legal language has been invented.

Original source: SD_Times1983_02.pdf, printed page(s) 6, 7, 8; PDF page(s) 6, 7, 8.