Bylaws of the

The territory of representation of the Council shall be the boundary as defined by the 21st Ward of Philadelphia. The territory of representation will be designated for the purpose of membership, community outreach, and mutual support.
The territory of focus, will be the boundaries as defined by the Schuylkill River to the West, Ridge Avenue to the South, Manayunk Avenue to the East, and Fountain Street to Smick Street then LaMonte Street to the North. The territory of focus will be designated for the purpose of defining a core location for projects, actions, and responsibilities.
The Council may work on projects solely, in conjunction with, or forward them to other civic groups or organizations within the representation or focus territory as decided by the Executive Board, general, or special meetings.

PURPOSE

To develop and maintain an informed and productive membership.
To notify, inform, and involve residents in decisions that affect their neighborhood.
To promote unity and sustainability within the neighborhood.

MEMBERSHIP

Membership categories in the Council will be as follows:

Individual
Family
Business
Organization
Honorary

Individual Membership in the Council is open to any individual who meets the following requirements.

The person is a resident in the territory of representation of the Council. (Territory)
The resident is at least 18 years of age.
The individual pays annual membership dues. (Dues)
The individual abides by the Bylaws.
The individual supports the goals of the Council.
Individual members complying with the above paragraphs shall be considered in good standing

Family Membership in the Council will be considered as two (2) Individual Memberships for family members residing at the same address providing the individuals meet the requirements for Individual Membership.
Business membership is open to any business or corporation that meets the following requirements.

The business supports the activities of the Council.
The business pays the annual business membership dues. (Dues)

Organization membership is open to any nonprofit organization or institution that meets the following requirements.

The organization supports the activities of the Council.
The organization pays the annual business dues. (Dues)

Honorary Membership in the Council is open to any individual, organization, or corporation that meets the following requirements.

The individual, business, or organization supports the activities of the Council.
The individual, business, or organization is accepted for Honorary Membership by the executive board.
Honorary Members are not required to pay dues but membership must be renewed annually by the Executive Board.

Voting Rights

Individual Members in good standing for at least thirty (30) days shall have the right to vote as set forth in these Bylaws
Each Individual Member shall be entitled to one (1) vote.
No proxy voting is permitted.
Business, Organization, and Honorary Members will not be permitted to vote.

Transfer of Membership

No membership or right arising from membership shall be transferable.

Hold Harmless

All members of MNC, on behalf of themselves, their respective past and present affiliates, parents, subsidiaries, officers, directors, partners, members, shareholders, employees, agents, representatives, professionals, attorneys, successors, and assigns agree to hold harmless, release and forever discharge MNC, the MNC board and MNC members from any and all claims and causes of action for injunctive relief, emotional distress, loss and damages, known or unknown, direct, indirect or consequential, which arises in connection with MNC's decisions to support or not support, intervene or not intervene, appeal or not appeal any building, demolition zoning or licensing application, condition, denial or approval; before any local or state agency, court or arbitrator.
This includes issues or arising out of, or related to, any of the matters set forth, described or referenced herein, including but not limited to any and all claims that could have been raised in any of the appeals or litigations or any claims arising from such appeals or litigations.
This release shall include advocacy for or against the passage of any agency rule, City Council ordinance or governmental law.

POWERS OF ADMINISTRATION

The Council, acting in any general membership or special meeting properly convened, will have final decision by majority vote over any and all matters of policy and action for the Council, unless specified otherwise by the Bylaws.
Administrative power of the Council will be vested in an Executive Board. The Executive Board will act for, and with the advice and consent of, the general membership of the Council. "General membership of the Council" means the aggregate of all Individual Members.

EXECUTIVE BOARD

Executive Board

The Executive Board will consist of the Officers of the Council.
The Executive Board will take any action deemed necessary for the governance and direction of the Council.
The Executive Board will formulate and adopt rules and policy for the conduct of business, management, and control of the Council's funds and property.
Only Officers may vote in deliberations of the Executive Board. (Committees)
The Officers of the Council or Executive Board will be the following:

President
Vice President
Recording Secretary
Corresponding Secretary
Treasurer
One (1) Sergeant-at-Arms
Up to five (5) Trustees

President

The President will guide the activities of the Council according to the Bylaws and the desires of the Executive Board and general membership.
The President will preside at all meetings of both the general membership and the Executive Board.
The President will maintain the Corporate Seal of the Council and other instruments of the corporation.
The President and Treasurer will consign all disbursements from the accounts of the Council. (Disbursements)
The President will supervise the activities of the Council and will act in liaison with all organizations to which the Council is affiliated, and will represent the Council in its public affairs.
The President will have the power of appointment to fill vacancies (Vacancies)

Vice President

The Vice President, in the President's absence or disability, will assure the continuity of the activities of the Council and The Executive Board by performing the activities designated to the President.
The Vice President will advise the President on matters that may require the attention of the President or the Executive Board.

Recording Secretary

The Recording Secretary will take the minutes of all meetings of the Council and the Executive Board.
The Recording Secretary will record attendance at all meetings of the Council and the Executive Board.
The Recording Secretary will be furnished by the Chairperson of the Membership committee with an accurate list of all Member of the Council.

Corresponding Secretary

The Corresponding Secretary will carry out any correspondence as directed by the President of the Executive Board.
The Corresponding Secretary will maintain copies of all correspondence and will report all replies.

Treasurer

The Treasurer will receive and disburse the funds of the Council as authorized by the Bylaws, the acts of the Council, or the Executive Board. (Disbursements)
The Treasurer will maintain all funds of the Council in accounts, in the name of the Council, at regulated and insured financial institutions as approved by the Executive Board.
The Treasurer will deposit all monetary receipts of the Council in the accounts of the Council in a timely manner.
The Treasurer and the President will consign all disbursements from the accounts of the Council. (Disbursements)
The Treasurer will keep full and accurate accounts of all receipts and disbursements in books or computer printouts belonging to the Council. The accounting will be kept annually, according to generally accepted accounting principals.
The Treasurer will give an accurate accounting of the Council's finances at all meetings of the general membership and the Executive Board.
The Treasurer will, before the September meeting, prepare and present a statement of cash receipts and disbursements of the prior year. This financial statement will be submitted to the Executive Board for review and approval, and kept by the Treasurer as a matter of record.
The Treasurer will prepare all tax and/or information reports required by law and present those documents to the Executive Board.
The Treasurer will keep all books and records available for an audit.

Sergeant-at-Arms

The Sergeant-at-Arms will be the Parliamentarian of the Council.
The Sergeant-at-Arms will be responsible for providing copies of the bylaws of the Council and a summary of Roberts Rules of Order for reference at all meetings.

Trustees

The Trustees will help other Officers of the Council with their duties as deemed appropriate by the President.
The Trustees may be assigned duties by the President as deemed helpful to the Counci

ELECTIONS

A Nominating Committeewill be appointed by the Executive Board prior to the October general meeting.
The Nominating Committee will nominate Officers at the next general meeting. Nominations may be made from the floor at this time. .
The Chairperson of the Membership Committee will certify the membership status of all nominees.
Only Individual Members paid in full by the October general meeting will be permitted to accept nominations for office.
The election of Officers will be held annually at the general meeting at least one month after the nominating meeting.
The newly-elected officers shall be installed at the general meeting after elections.
An Election Panel, appointed by the Executive Board, will conduct the elections. The Election Panel will consist of at least three (3) individuals, not one of whom will be an Officer.
Voting will be the first item on the agenda after the call to order.
The sequence of nomination and election of Officers will be in the following order:

President
Vice President
Recording Secretary
Corresponding Secretary
Treasurer
Sergeant-at-Arms
Trustees

Write-in candidates and absentee ballots will not be permitted.
If there is more than one (1) candidate for an office, voting will be by secret ballot.
No one (1) person will hold more than one (1) elected office.
If only one (1) qualified Individual Member accepts nomination for an office, the Election Panel will declare that candidate elected.
The Election Panel will tally the votes, and the candidate receiving the majority of the votes will be elected.
If there is a tie vote, secret balloting will be conducted until a candidate receives a majority vote.
The incumbent President will announce the results of the balloting.

TERMS OF OFFICE

The terms of office will be for twelve months or until the next duly elected officers are seated, whichver occurs first.
No term limits will be set.

VACANCIES

A temporary vacancy by absence, disability, or resignation in an office will be filled by a temporary appointment of the President, with the consent of a quorum (Meetings) of the Executive Board, until the Officer can resume her/his duties.
A vacancy in the office of President will be filled by the Vice President.

COMMITTEES

Committees will be formed by the President with the consent of a quorum (Meetings) of the Executive Board as deemed appropriate to help in the work of the Council.
The Committee Chairpersons will be appointed by the President at the beginning of each year with the consent of a quorum (Meetings) of the Executive Board.
The President and the Committee Chairpersons will recruit Committee members as deemed appropriate to help with the work of the Committees.
The Committee Chairpersons will report to the Executive Board all matters within the realm of their Committees that need the attention of the Council.
The Committee Chairpersons will formulate a course of action for their Committees for review and approval by the Executive Board.
The Committee Chairpersons will report on all activities taken by their Committees to the Executive Board and the general membership.
The Committee Chairpersons will participate in meetings of the Executive Board but may not vote in the deliberations of the Executive Board.
All Committee members, Chairpersons, Officers and Members of the Council must report to the Executive Board all business conducted by them in the name of, or on behalf of, the Council. The expressed will of the Council will not be contravened by the statements or actions of any Member of the Council while conducting such business.

MEETINGS

The Council will hold not less than ten (10), regularly scheduled, general meetings annually. The Executive Board will schedule the general meetings.
The Executive Board will hold not less than twelve (12), regularly scheduled meetings of the Executive Board annually.
When consistent with the provisions of the Bylaws, Robert's Rules of Order will govern all proceedings of the Council. The Sergeant-at-Arms will be the Parliamentarian of the Council. (Sgt)
Special meetings of the Council may be called by the President or the Executive Board.
In the absence of the President and Vice President from any general or Executive Board meetings, the meetings will be chaired by the Corresponding Secretary.
The agenda at general meetings will be the following:
1. Call to order.
2. Review and approval of the minutes of the previous general meeting.
3. Financial report.
4. Old business.
5. New business.
6. Adjournment.
Five (5) Officers will constitute a quorum at all meetings of the Executive Board.
Seven (7) Members, including at least two (2) Officers, will constitute a quorum at general or special meetings of the Council.
Special meetings of the Executive Board may be called by the President or upon the request of two (2) Executive Board Members.
The agenda at special meetings of the Council or the Executive Board will include the following:
1. Call to order and determination of a quorum (Meetings).
2. Statement of purpose for which the meeting was called.
3. Deliberations and action on the subject/s for which the meeting was called.
4. Adjournment.

BYLAWS

The bylaws may be revised if the proposed changes/s are read at a general membership or special meeting at least one month prior to deliberations and action on the matter.
The membership will be notified of the scheduled deliberation and action on the proposed revision/s. Notification will include any or all of the following:

The newsletter of the Council.
The local newspaper (The Review)
Flyers posted in prominent locations as designated by the Executive Board.

A two-thirds (2/3) vote at a general meeting or special meeting of the Council is required to change or amend the Bylaws.
Individual provisions of the Bylaws may be suspended only on a temporary basis and for a specified period of time. A two-thirds (2/3) vote at a general or special meeting of the Council is required for such suspensions.

MEMBERSHIP DUES

The rate of annual dues for Individual, Family, Business, and Organizations will be set by the Executive Board.
Honorary Members will not be assessed dues but will be reviewed on a yearly basis.
The annual membership period begins on January 1.

DISBURSEMENTS

Reasonable and ordinary expenditures in the conduct of the business of the Council, as provided in the Bylaws, or unspecified motions of the Council, may be expended by the Treasurer at the direction of the President without further authorization. Such a reasonable and ordinary expenditure is the renewal of the Council's membership in other civic organizations.
Expenditures appropriated to the business of the Association up to fifty dollars ($50.00) may be authorized by the President.
Expenditures greater than fifty ($50.00) require the prior approval of the Executive Board.
Expenditures greater than one hundred dollars ($100.00) require the prior approval of the Executive Board and must be reported to the Council at the next general meeting.
All votes regarding the expenditure of funds will be qualified as to the extent of available and budgeted funds for the purpose.

DISBANDMENT

The Council will disband if fewer than seven (7) Members remain active in the Council. "Active membership in the Council" means meeting all requirements of members (Membership).
In the event of disbandment, all the holdings of the Council will be donated for a charitable purpose within the territory of the Council, to be agreed upon by the remaining Members.

CONFIDENTIALITY

The membership mailing list of MNC shall not be provided or disseminated without reasonable restrictions to protect and preserve the member's constitutional freedom of association.
Mailing lists or labels will be provided to Individual Members, in good standing, on an as needed basis at MNC special or monthly meetings for the mailing of a MNC candidate's campaign literature subject to the rules and limitations set forth herein.
1. The membership mailing list of MNC shall be used solely for the purpose of disseminating a MNC candidate's campaign literature, and may not be used, in whole or in part, for any third party non-MNC purpose. The Board shall have the right to refuse access to the MNC mailing list if the mailing has, as one of its purposes, the promotion of a third party's personal or commercial interests. Should a candidate, under the guise of accessing the MNC membership list to disseminate campaign literature, cause the MNC mailing list to be used for personal or commercial purposes, such candidate shall be subject to reasonable costs and discipline under the Bylaws of MNC.
2. A candidate may have their campaign literature disseminated to the MNC membership mailing list by delivering "mail ready" literature at MNC headquarters with postage prepaid or affixed. The candidate must give at least three business days notice of intent to drop off literature for mailing.
3. The Board shall provide to the candidate an estimate of costs within five business days. The candidate will be responsible to pay, in advance (by certified or bank check), the cost of mailing labels, and labor to affix them at the rate of $15 per hour. Should the advance payment by the candidate exceed actual costs, the candidate will be reimbursed for any excess deposit. Should actual costs exceed the advance deposit, the candidate must remit the balance to MNC within five business days after billing. The Board will be responsible to deliver the labeled material to the U.S. Post Office within three business days of final payment (absent an act of God or force majeure event).
4. An alternate process for of affixing mailing labels to a candidate's campaign literature will be to have the candidate bring postage ready materials to a general or special meeting for labeling under the supervision of the Board . The Board will be responsible to deliver the labeled material to the U.S. Post Office within three business days (absent an act of God or force majeure event).

Proposed: September 2, 1998

Ratified: November 4, 1998

Amendments Incorporated: March 14, 2005

Amendments Incorporated: May 7, 2008

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Bylaws of the

MANAYUNK NEIGHBORHOOD COUNCIL

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