CHNA Bylaws

members, trustees, officers, or other private persons, except that the corporation shall be authorized

empowered to pay reasonable compensation for services rendered and to make payments and

distributions in furtherance of the purposes described in section 501(c)(3).

No substantial part of the activities of the corporation shall be carrying on of propaganda, or otherwise attempting to influencelegislation, and the corporation shall not participate in, or intervene in (including the publishing or

distribution of statements) any political campaign on behalf of or in opposition to any candidate for

office. Notwithstanding any other provisions of these articles, the corporation shall not carry on

any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax

section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal

or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the

Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 2: Non-RefundableDues are non-refundable.

Section 3: Fiscal YearThe fiscal year shall be the calendar year.

Section 1: Nomination Committee

A Nomination Committee shall consist of at least three CHNA members appointed by the President with the consent of a majority of the Board prior to September. If the President cannot find three CHNA members willing to serve on the Nomination Committee, then the Board will serve as the committee until the election is held in November.

Section 2: Nominees

One month prior to the November Neighborhood Meeting, the Nomination Committee shall submit to the President a list of nominees for the various offices (after first ascertaining if the nominees would accept if elected). The Nominating Committee shall submit nominations for President, Vice President, Secretary, Treasurer, Membership Director, Events Director and Communications Director. Additional nominations will be accepted from the floor at the November Neighborhood Meeting. All candidates for any office shall be given a brief opportunity to speak before balloting begins.

Section 3: Elections

Elections will be held at the November Neighborhood Meeting. The voting method will reflect the number in attendance and will be decided by the President or a quorum of the Board. The voting method will conform to Robert’s Rules of Order, Newly Revised (see Article 14 for additional information). Robert’s Rules of Order dictate methods of voting, including ballot, voice, or a show of hands, or by email (if meeting is held virtually).

Section 4: Election Results and Installation of Officers

If necessary, the Nominating Committee will tally the votes during the meeting and will report the results before said meeting ends. In the event no candidate wins a majority, the two candidates with the largest number of votes will be voted on. If no candidate is found for an available Board position at the November election, the Board will approve a member to the open position(s) as necessary during the year. See Article 7, section 2, item C. for additional information. The prevailing candidates will officially assume their duties on January 1. The board will be sworn in at the first meeting of the new year.

Section 5: Term and Term LimitsThe Board Officers shall be elected for a term of one year, which extends from January 1 to December 31st of the year following the election at the November Neighborhood Meeting. The President will be eligible for re-election in the same office for an additional consecutive one-year term. The Treasurer will be eligible for re-election in the same office for two additional consecutive one-year terms. These term limits are in place for a period of two years, when the President and Treasurer can run again for these offices. There are no term limits on any of the other offices. Outgoing Board Officers will deliver to their successors in office all records they possess pertaining to the office.Article Seven: OfficersSection 1: OfficersThere will be seven voting officers on the Board: President, Vice President, Secretary, Treasurer, Membership Director, Events Director and Communications Director. The Immediate Past President will serve in a non-voting capacity for the first year of a new presidency. Duties of these officers include, but shall not be limited to, the functions stated below.The Board, at its duly constituted meetings at which a quorum of four members is present and acting throughout, shall decide and vote on the policies of CHNA and other matters coming to its attention in the ordinary course of business.Any duly elected officer of CHNA that is deemed by a majority of the Board to be negligent in his/her performance may have his/her office declared vacant, and a new member shall be appointed by the President, with the consent and approval of a majority of the remaining Board.No Board Member of CHNA shall be an elected office holder for the City of St. Petersburg, the County of Pinellas, the State of Florida, or the United States.

Section 2: Board Positions and roles/duties

The President shall:

1. Be the Chief Executive Officer of CHNA, the publisher of the newsletter and website, and preside over CHNA Neighborhood Meetings, Board Meetings, and any Special Meetings.
2. Appoint the necessary standing and special committees. The President shall be an ex-officio member of all committees, except the Nominating Committee.
3. Appoint all vacancies on the Board for the unexpired portion of the year, subject to the approval of the Board.
4. Co-sign any contract or obligation that is in excess of $500.00 with either of the Board members that are on CHNA’s operating account authorized signature list as authorized by the general membership.
5. Become an ex-officio member of the Board for one year upon leaving office.
6. Give an annual report of CHNA’s activities, income, expenses, and losses in November and make

the report available to the membership.

7. Create the agenda for board and neighborhood meetings with the input of the board andspecial committees (as appropriate).
8. Plan and implement programs and/or speakers for CHNA members’ benefit based oncollaboration and input from the board members and special committees (as appropriate).
9. Conduct the daily business of CHNA.

Vice President shall:

1. Undertake all of the duties of the President in the absence of the President.
2. Act as the Council of Neighborhood Association (CONA) representative.
3. Assume the office of the President for the remaining term should that office become vacant.
4. Assist the President upon request.
5. Act as a liaison to the business community and assist in the promotion of positive interaction withbusinesses.
6. Act as CHNA contact for newsletter advertising sales, to include maintaining business contactinformation and ad-sales details.

The Secretary shall:

1. Keep a complete and accurate account of the minutes of all Neighborhood Meetings, Board Meetings, and any Special Meetings – whether in-person, digitally, or virtually, to include all voting via email.
2. Make available to the Board a digital copy of the minutes recorded during Neighborhood Meetings, Board Meetings, and any Special Meetings. Minutes approved by email are acceptable. After the minutes are approved, the Secretary shall place the minutes on the cloud drive or archived digitally for board members’ reference and shall submit the minutes to the appropriate person for posting to the web page.
3. Be the official custodian of all records and shall be empowered to certify all or portions of these records as may be necessary.
4. Have a reference copy of the Bylaws and a reference copy of Robert’s Rules of Order available at all CHNA Neighborhood Meetings, Board Meetings, and any Special Meetings.

The Treasurer shall:

1. Collect and/or receive all monies paid to CHNA and deposit said monies in an account in the name of CHNA at a bank within the City of St. Petersburg that has been approved by the Board.
2. Pay all recurring, normal, and routine bills submitted for payment to the Treasurer by the person incurring the expense.
3. Maintain valid financial records (such as receipts) to support all bills submitted for payment to the Treasurer by the person incurring the expense. When possible, digital copies of receipts should be saved to the cloud drive or archived digitally.
4. Co-sign any contract or obligation that is in excess of $500.00 with a Board member who is on

CHNA’s operating account/authorized signature list.

5. Prepare and distribute monthly and year-end financial status reports to the Board.
6. Confirm that CHNA has F filed an annual State of Florida Corporate report prior to April 1.
7. Confirm that CHNA has prepared and submitted Prepare annually any federal filings required bythe IRS.

NOTE:

In the event that the Treasurer resigns or becomes incapacitated, a person appointed by the President will be empowered to sign checks as specified herein. The Secretary shall certify any such appointment. The newly appointed person will be required to sign the bank’s signature card.

The Membership Director shall:

1. Maintain a list of members’ addresses and other pertinent information (to include date membership was purchased and payment method). This list shall be kept current and shall be updated as necessary. Said list (print or digital format) will be accessible at Neighborhood Meetings, Board Meetings, and any Special Meetings.
2. Develop an annual plan for increasing membership; present to the board for review. This report is to be submitted to the Board annually.
3. Report on current membership at each Board or Neighborhood Meeting.
4. Invite and introduce new members to CHNA.
5. Be the primary contact for, and maintain inventory of, CHNA merchandise items such as flags, t-shirts, or other promotional items for sale.

The Communications Director shall:

1. Be the Executive Editor over the printed Newsletter and website.
2. Be the point of contact for the Communications Team (non-board media-related positions -such as, but not limited to: newsletter editor, newsletter layout, social media manager, web site manager.)
3. Report media-related updates.
4. In the event the Communications Director is unable to attend a board meeting, a member of theCommunications Team may attend in their place, with voting rights.

The Events Director shall:

1. Handle arrangements (such as scheduling and payment) for Neighborhood Meetings and Special Meetings at the request of the president.
2. Collaborate with appropriate board members and chairs/leads to maintain and update a schedule of events; notify communications team member(s) for appropriate publicity.
3. Work with the President to form committees as needed to manage and execute neighborhood events.

The Immediate Past President shall:

Serve in an advisory capacity to facilitate continuity in order to ensure a seamless transition between outgoing and incoming presidents. There are no specific duties assigned to the position of Immediate Past President.

Section 1: Standing CommitteesStanding committees shall be created and dissolved by the Board. Standing committee chairpersons shall be appointed by the President and confirmed by the Board. Committee Leads and/or Chairs will be invited to attend Board meetings at the President’s discretion.

Section 2: Special CommitteesSpecial committees shall be created and dissolved by the President. Their purpose and duties shall be defined by the President and confirmed by the Board. Committee Leads and/or Chairs will be invited to attend Board meetings at the President’s discretion.

Section 3: Committee ReportsA chairperson from each committee shall submit a report of each committee meeting in writing (digitally) to the President and Secretary. The Secretary is hereby authorized to submit the report for review or discussion at Board meetings and/or CHNA Neighborhood Meetings (as is pertinent). For reports related to events, submission to the Events Director in lieu of the Secretary may be a preferred order of operations.

Section 4: Committee ActivitiesA committee shall not engage in any activity in the name of CHNA that is contrary to the goals or stated purpose of CHNA.

The Vice President (or any member of the Board who is appointed by the President and approved by the Board) shall represent CHNA at CONA meetings. The membership shall vote annually in November to continue its membership and participation in CONA. No person shall be appointed as a delegate to CONA who has an elective office in Federal, State, County, or City Government, or who is an announced candidate for election to any office in any of the above-named governments.

Section 1: Neighborhood MeetingsNeighborhood Meetings shall be held at least once a quarter on the date and time agreed to by the Board. January and November meetings are historically standard. A quarterly meeting may be canceled by vote of the Board if extenuating circumstances warrant the cancellation (e.g., declaration of a state of emergency by the state or the city (such as due to a hurricane, severe weather, or pandemic)). At least three days’ notice shall be given to members via electronic/digital means whenever there is a change in time, date, or place of the Neighborhood Meeting; cancellation due to unforeseen circumstances may deviate from this article.