Our By-Laws

Miller Neighborhood Association By-Laws

BY-LAWS - MNA
Citizens of the Miller Neighborhood Association of Oklahoma City, Inc. - By-Laws.

Article I - General

Section I.1 NAME: The name of the Corporation shall be the Citizens of the Miller
Neighborhood Association of Oklahoma City, Inc., aka Miller Neighborhood
Association, herein after referred to as the "Association".

Section I.2 PURPOSE: The general purposes of the Association are educational,
cultural, economic, and the general welfare of the public. More particularly, its
purposes are:
A. To safeguard the heritage of the neighborhood and city from both the
architectural perspective and persons of historical significance.
B. To preserve and strengthen the environmental quality of the neighborhood.
C. To help strengthen the neighborhood and the city's economic base.
D. To foster economic development within the community.
E. To provide instruction to public on subjects useful to individuals and are
beneficial to the community.
F. To operate so that the Association is beneficial to the public interest, providing
information that is utilized by the city, state, and national givernments.
G. To prevent crime and vandalism, thus deferring the cost of the government.

Section I.3 BOUNDARIES: The boundaries of this Association shall be 16th Street
on the North, 10th Street on the South, May Avenue on the West, and Villa Street on
the East. The Association shall be divided into four (4) quads. The quads will be
determined by Miller Boulevard (East and West) and Northwest 12th Street (North
and South).

Section I.4 OFFICES: The principal office of this Association shall be located at the
residence of the President of this Association. The Secretary of the Association
will maintain all of the Minutes and notes from the Association Meetings. The
Treasurer will maintain all of the financial records of the Association. All other
books and records of the Association will be kept at the principal office.

Section I.5 NON-PROFIT CHARACTER: The Association is a non-profit
association. It shall be organized and operated exclusively for non-profit, tax
exempt purposes.

Section I.6 PROHIBITED ACTIVITIES: No substantial part of the funds of the
Association shall be used to carry on propaganda or otherwise attempt to
influence legislation. It shall not participate or intervene in any political campaign
on behalf of any candidate for public office. No funds shall be spent for repairs or
maintenance of any private property.

Section I.7 REMUNERATION: No Officer, Director, Committee, or member, shall
receive remuneration for services, but shall be entitled to reimbursement for
reasonable expenses incurred in connection with the Association's affairs.

ARTICLE II - MEMBERSHIP

Section II.1 CLASSES: The Association shall have three (3) classes of
membership.

A. Regular: Regular members are individuals who subscribe to the purposes of
the Association and pay the individual membership dues.
B. Family: Family members are all adult members of the family who subscribe to
the purposes of the Association and pay the family membership dues.
C. Commercial: Commercial or Industrial Companies who subscribe to the
purposes of the Association and pay the commercial membership dues.

Section II.2 DUES: All members shall pay annual dues as set forth by the Board of
Directors. New members joining in the last four months of the membership year
shall receive the balance of the current membership year plus the succeeding
year.

Section II.3 TERM: The term of membership shall be one year in duration.

SectionII.4 YEAR: The membership year is January 1 through December 31.

Section II.5 VOTING:
A. Each regular member shall have one (1) vote on all matters which require or
are submitted to a vote of the membership.
B. Each adult member of a family shall have one (1) vote on all matters which
require or are submitted to a vote of the membership. No family shall have more
than a total of two (2) votes which are restricted to the adult members.
C. Each Commercial or Industrial Company shall have one (1) vote. The voting
representative will be named when the membership dues are paid.
D. Cumulative voting or voting by proxy shall not be allowed.
E. The membership of the Association shall be entitled to vote for:
(1) The election of Association Officers.
(2) Matters submitted to the membership by mail ballot or at a business meeting.
(3) All matters expressly required by law to be submitted to a vote of the
membership.
F. All other voting rights are vested in the Board of Directors.

ARTICLE III - MEETINGS

Section III.1 ANNUAL: The Association shall have an annual business meeting of
all members which shall be in the last month of the calendar year on such a day
and at such times as may be selected by the President.

Section III.2 SPECIAL: A special meeting of the members may be called either by
the President or by two (2) or more Directors or by not less than ten (10) percent of
the paid members of the Association. A call by Directors or members shall be in
writing and shall be delivered to the President. The President shall send written
notice of such a meeting to all voting members of the Association not less than
five (5) days prior to the date of such meeting.

Section III.3 MONTHLY: A monthly meeting of interested individuals will be held on
the first Monday of each month unless it is a holiday, and in that event, the
President will determine an alternate meeting time. This is an opportunity for
neighbors to meet each other and learn what is going on within the community.
The President will present any business that needs to be considered by the full
membership. Only paid members may vote on any of the motions presented.

Section III.4 LOCATION: Annual, special and monthly meetings shall be within the
neighborhood. Should no adequate facility be available, it shall be within a
reasonable traveling distance of the neighborhood.

Section III.5 NOTICE: Notice of all meetings shall be written, stating the place, day,
hour, and subject of the meeting. This notice may be delivered in person or by
mail.

Section III.6 QUORUM: Not less than ten (10) percent of the voting members in
attendance at the annual meeting or any special meeting shall constitute a
quorum. Once a quorum is constituted for a meeting, no further quorum call shall
be entertained for the remainder of that meeting.

Section III.7 MAJORITY VOTE: The vote of majority of the Regular Members present
at an annual or special meeting, shall be the act of the members of the
Association.

ARTICLE IV - BOARD OF DIRECTORS

Section IV.1 GENERAL: The property and business of this Association shall be
managed by its Board of Directors. The act of the majority of the Directors present
at a meeting shall be the act of the Board of Directors. However, approval of any
expenditures over five hundred ($500.00) dollars shall require the approval of the
majority of members at a monthly, special or annual meeting. In addition to the
express power and authority designated to them by these By-Laws, the Directors
shall exercise all such powers generally conferred upon directors of a non-profit
association and not forbidden by the statues of this state of Oklahoma.

Section IV.2 COMPOSITION: The Board of Directors will consist of ten (10)
Directors. Each Director must be a paid member of the Association and live within
the boundaries of the Association, Section I.3. The Directors shall be the
President, Vice President, Secretary, Treasurer, Past President, Chair of
Membership Committee, and one Director appointed by the President, with the
approval of the elected officials, from each of the four (4) quads. The names of the
Officers will be submitted by the Nomination Chair for approval no later than the
month before the Annual meeting. The approved slate will be submitted by the
Nominations Chair for election at the Annual meeting.

Section IV.3 TERMS: Each member of the Board of Directors will serve a one year
term. The President may not serve more than two (2) one (1) year terms. All others
may serve as many terms as they are willing to serve or the Nomination
Committee approves.

Section IV.4 QUORUM: Five (5) Board of Directors shall constitute a quorum for the
transaction of business at any meeting of the Board.

Section IV.5 MEETINGS: The Board of Directors may meet monthly prior to the
regular Monthly meeting of residents. The President will determine the time, place
and date for these meetings. If there is not enough business to warrant a special
meeting, telephone coordination may be made. Any issue presented at the
Monthly meeting by a Director must have been presented to the Board of Directors
prior to this meeting.

Section IV.6 VACANCIES: Any vacancy in the Board of Directors, except the position
of President, shall be filled by appointment by the President for the unexpired term,
with the approval of the Board of Directors. If the position of the President
becomes vacant, the Nomination Committee will present a name to the Board of
Directors. Any Director may be removed for cause with the majority approval of the
Board.

Section IV.7 ABSENCE: A Director shall notify the President or the Secretary if they
will be absent from a meeting. A Director shall be replaced upon three (3)
consecutive un-notified absences.

ARTICLE V - OFFICERS

Section V.1 DESIGNATION: The Officers of the Association shall the the President,
Vice President, Secretary and the Treasurer.

Section V.2 PRESIDENT: The President shall be the principal Executive Officer of
the Association. The President shall in general, supervise and control all of the
business and affairs of a non-profit association. The President will preside at all
meetings of Membership and the Board of Directors. The President shall execute
any deeds, mortgages, bonds, contracts, or other instruments which the Board of
Directors or Membership may have authorized to be executed.

Section V.3 VICE-PRESIDENT: The Vice-President shall, in the absence or
disability of the President, perform the duties and exercise the powers of the
President. Shall perform such other duties that the President or the Board of
Directors may from time to time prescribe.

Section V.4 SECRETARY: The Secretary shall attend all meetings of the Board of
Directors and the Membership to record the votes, attendance of members of
Board of Directors, and take the minutes of all such proceedings. These will be
kept in books provided for this purpose and shall always be available for
inspection by directors or members. The Secretary is the Custodian of the
Association records and in general performs all duties incident to this office. May
be asked to perform other duties from time to time by the President or Board of
Directors.

Section V.5 TREASURER: The Treasurer shall have custody of the association
funds, securities, and property, whether real, personal or mixed, and shall keep
full and accurate accounts of recipts and disbursements in books belonging to the
association and deposit all moneys and valuable effects in the name and to the
credit of the association in such depositories as may be designated by the Board
of Directors. The Treasurer shall disburse the funds of the association as may be
ordered by the President or Board of Directors, taking proper vouchers therefore;
shall render an account for all these transactions and of the financial condition of
the association to the President, Board of Directors, and annual meetings of the
association. If so required, shall furnish to the association a bond with sureties
satisfactory to the Board of the faithful performance of duties. Shall perform the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned by the President or the Board of Directors.

ARTICLE VI - COMMITTEES

Section VI.1 The President and/or Board of Directors shall establish Standing and
Ad Hoc committees for the implementation of the Association's purposes as set
forth in these by-laws.

Section VI.2 The President, with the approval of the Board of Directors, shall name
the Chairs of the Standing Committees at the time the new term of officers is to
begin.

Section VI.3 The President is an ex-officio member of any committee except the
Nomination Committee.

ARTICLE VII - MISCELLANEOUS

Section VII.1 CONTRACTS: The Board of Directors may authorize any officer(s),
agent(s) of the Association, or any Board of Director so authorized by these
By-laws, to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the Association, and such authority may be general or
confined to specific instances.

Section VII.2 CHECKS, DRAFTS, ETC: All checks, drafts, other orders for the
payment of money, notes or other evidence of indebtedness issued in the name of
the Association, shall be sigtned by such officer or officers agent, or agents of the
Association and in such manner as shall from time to time be determined by
resolution of the Board of Directors.

Section VII.3 DEPOSITS: All funds of the Association shall be timely deposited to
the credit of the Association in such banks, trust companies, or other depositories
as the Board of Directors may select.

Section VII.4 GIFTS: The Board of Directors may accept on behalf of the
Association any contribution, gift or bequest for the general purposes or for any
special purpose of the Association.

Section VII.5 BOOKS AND RECORDS: The Association shall keep correct and
complete books and records of account and shall keep minutes of the
proceedings of its Board of Directors, and shall keep at its registered or principal
office a record giving the names and addresses of the Directors. The Directors
shall determine from time to time under what conditions and regulations the
accounts and books of the association (except as may be specifically open to
inspection by statute) shall be open to the inspection of the members of the
association. In addition thereto, said accounts and books shall be open to the
membership at each annual meeting of the association.

Section VII.6 LOANS: No funded indebtedness shall be contracted on behalf of the
Association and no evidence of such indebtedness issued in its name unless
authorized by a resolution of the Board of Directors.

ARTICLE VIII - AMENDMENTS

These by-laws may be revised, amended or new by-laws be adopted by a majority
vote of the members present at the Monthly or Annual meeting as long as the
meeting notice contained an explanation of the proposed change.

ARTICLE IX - DISSOLUTION

On dissolution of the Association, whether voluntary or involuntary, the net assets
shall be distributed as determined by the Association, but only to one (1) or more
religious, charitable or educational organizations exempt from the Federal Income
Tax under Internal Revenue Code Section 501(c)(3) of 1954, or the corresponding
provision of any such future law, whose activities are similar to those of the
Association.

Adopted by the members of the Corporation on July 14, 1983.

Revised by the members of the Corporation on July 7, 1998.

Revised by the members of the Corporation on November 1, 1999.

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AMENDMENTS - Questions or comments on these By-Laws or any Amendments
thereafter should be directed to any officer or Board Member listed on the Contact
link of this website.
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This online transcription of the MNA By-Laws was completed on October 26, 2001.
Hardcopy of the By-Laws reflected minor grammar/spelling errors which will also
be reflected in this transcription.

Transcriptionist - Shirley Bray