DeSaix Area Neighborhood Association: BYLAWS
These bylaws were adopted by voice vote at the D.A.N.A. general membership meeting on July 14, 2007, and amended by majority, voice vote on November 14, 2007. They were presented for amendment again on November 12, 2011 and amended on December 10, 2011, by majority, voice vote.
Name & Purpose – The DeSaix Area Neighborhood Association (D.A.N.A.) is dedicated to improving the quality of life for all residents of the DeSaix Area of New Orleans, and the character and livability of the neighborhood.
The purpose of D.A.N.A. is to provide a neighborhood forum for discussion and resolution of any and all matters, policies, and decisions affecting the members of the DeSaix Area community and neighborhood. D.A.N.A. shall provide an open process by which all members of the DeSaix Area community may involve themselves in the affairs of the neighborhood. As needed, D.A.N.A. shall advocate for the residents of the DeSaix Area, and function as liaison between the community and commercial interests, the City of New Orleans, area events and initiatives, and other community groups.
Boundaries – From West to East are Bayou St. John to Gentilly Blvd. and from North to South are I-610 to the South side of the Fairgrounds; includes Moss Street on the North side of Esplanade Avenue, and Gentilly/St. Bernard to the I-610 underpass. D.A.N.A. is in New Orleans City Planning Dist. 4, Mid-City Area, Fairgrounds District, the Seventh Ward, the Third Police District, and City Council Districts A and D. The Board may expand the boundaries to include adjoining neighborhoods and define “Areas of Emphasis” within these boundaries or “Areas of Interest” adjoining these boundaries.
Membership – D.A.N.A. shall recruit members throughout the community to achieve a membership which reflects the diversity of the neighborhood. Membership is open to all adults who care about the DeSaix Area neighborhood and reside within its boundaries, including renters, home owners, and commercial owners. Membership is established by attending at least one general meeting per calendar year and providing current contact information with an address located within the D.A.N.A. boundaries. Current members are entitled to submit proposals for a vote, in writing or verbally, on any issue at any general membership meeting. Membership votes shall be conducted at a general membership meeting or by mail referenda.
Membership dues may be proposed by the Board and established by a majority vote of the membership. If dues are established, the dues may be waived in cases of economic hardship or to honor extraordinary service to the community. Membership can be denied or revoked for good cause, after notice in writing, (and the dues refunded) by a vote of the Board. The membership shall assist in conducting membership drives and encouraging participation by all residents in D.A.N.A.’s boundaries. Membership lists cannot be distributed without prior Board approval, and can never be sold or used for the gain of an individual or business. Solicitation at any D.A.N.A. meeting is prohibited.
Eligibility: If a membership is questioned or disputed, it may be established by voter registration, utility bill, lease, homestead exemption or similar documentation.
Meetings – General membership meetings are to be held at least quarterly with the fourth quarter’s meeting to be held on the second Saturday in November. General membership meetings may be held more frequently and special meetings of the general membership may be called, as determined by the Board. Notice of all general membership meetings and an agenda must be published at least five days prior to the meeting date by means generally accessible to the membership, including e-mails, media announcements, and/or posted signs. Except as these Bylaws otherwise provide, all meetings shall be conducted according to The Democratic Rules of Order.
The Board is to meet monthly at a regularly established time and place, usually ten days to two weeks in advance of the general meeting, but no later than five days before the general meeting. The principle task is for the Board to establish the agenda for the next general meeting. Emergency Board meetings may be called by any two Directors. Board meetings are open to all D.A.N.A. members. Notice of all Board meetings must be published at least five days prior to the meeting date by e-mail to all general members who have provided an e-mail address for such notice. Except as these Bylaws otherwise provide, all meetings shall be conducted according to The Democratic Rules of Order.
Quorum – At a general meeting, at least fifteen members must be present to establish a quorum for a vote. At a Board meeting, a majority of the Board must be present at a meeting to establish a quorum for a vote. Written proxy votes are allowed but only count toward a quorum for the specific issue addressed by the proxy.
Democratic Principles – Unless otherwise noted, all decisions are to be made by simple majority, that is, by vote of more than half of the eligible voters present. Meetings and records of finances, membership, and minutes of D.A.N.A. shall be open to inspection by any member.
Governing Body: The governing body of D.A.N.A. is defined as the Board which shall be composed of not less than 7 and not more than 21 members of D.A.N.A., including the Directors. The Directors shall be President, Vice President, Secretary and Treasurer.
Eligibility for Board membership – Board members must be a D.A.N.A. member at the time of election or volunteering and must reside within the organization’s boundaries. Board members must either (1) have physically dwelled within the association’s boundaries for six of the past 12 months OR (2) be eligible to vote in elections for office with a D.A.N.A. jurisdiction, due to a voter registration address within the association’s boundaries.
Filling Board Positions: General members may volunteer to be a Board member at or before the November general membership meeting. In the event that there are more than twenty one volunteers for the Board, the Board members will be determined by election. The Directors, and Board members if there are more than 17 volunteers, will be elected as follows:
Election Procedures – A majority vote at the November general membership meeting will elect the Directors and the Board if there are more than 17 volunteers. Only D.A.N.A. members in good standing shall be eligible to vote.
a) Any challenge to an alleged Member’s right to vote shall be made and determined at the October Board meeting, subject to review by the entire General Membership, immediately before the November elections.
b) Voting will be by written ballot at the November election meeting from among the eligible members in attendance. Proxy voting shall not be allowed. The election of the Directors shall be by popular vote. A run-off vote at the December general meeting will be taken in the event of a tie. Run off procedures will also apply in the event that there is not a clear majority of votes to fill each Director position.
c) Two general members, who have no allegiance to any candidate, along with two Board members, shall together count ballots and certify results. The President in office at the time of the election shall appoint these four individuals and shall oversee the counting of the ballots.
Vacancies: Vacancies may be filled for the remainder of the term at any Board membership meeting.
A vacancy of a Director, other than the President, may be filled by appointment by the President, providing two-thirds of the Board members present vote to concur. A vacancy in the office of President will be filled by the Vice President. General Membership shall be advised of this action.
Removal or Resignation –
a) Resignation of any Board member shall be in writing to the President.
b) A Board Member or Director may be removed by the vote of two-thirds (2/3) of the Board or by majority vote of the Membership present at a general membership meeting.
Terms – Directors and Board Members may volunteer or be elected to serve more than one term.
The Board: Duties and Responsibilities of the entire Board. The Board shall:
a) Be charged with the management of all of the affairs of D.A.N.A., and as such it shall act in
the best interest of DeSaix Area.
b) Inform the General Membership and solicit their opinions on any pertinent issues in the
c) Have access to all documents and communications regarding D.A.N.A. business in urtherance of D.A.N.A. business.
d) Make decisions and represent the interests of D.A.N.A. on all matters that are impractical to present to the General Membership in advance. All material actions shall be reported to the General Membership at the next regular meetings.
e) Implement decisions of the General Membership, and recommendations of the Committees that have been adopted by the Board.
f) Prepare D.A.N.A. statements as approved by the Board, and present these to the appropriate city agencies as needed for zoning, land use, ABO license and other relevant issues as required by those city agencies.
g) Authorize the expenditure of D.A.N.A. funds for operating expenses.
h) In addition to the powers and authorities of these By-Laws expressly conferred upon it, the
Board may exercise all such powers of D.A.N.A. and do all such lawful acts and things as are not by statute or by Articles of Incorporation or by By-Laws directed or required to be exercised or done by the General Membership.
i) Establish a yearly plan of priority issues and projects for D.A.N.A. and Committees to work on the plan. The Board shall determine annually, at their first meeting in January, any key areas, issues, projects or problems that D.A.N.A. will address, and may create and assign Committees to focus on the identified areas.
Individual Board Members’ Duties and Responsibilities:
a). Meeting Attendance – Board members must attend, or be excused from attending, at least five monthly Board meetings per year. Upon the sixth unexcused absence, the member is automatically removed from the Board.
b). Each Board member shall serve on at least serve one Committee during their term of
office. Committee chairs are authorized to speak on behalf of D.A.N.A. with regard to matters assigned to the committee. Committees should establish their own meeting schedule and means of communication and report to the Board regularly. Participation in D.A.N.A committees is open to the General Membership.
c). Each Board member shall commit to being Zone Captain and the liaison for their assigned geographical area within D.A.N.A. and to recruiting a Neighborhood Watch area captain for the assigned area.
d). Each Board member serves without compensation, but may be reimbursed for reasonable documented expenses on behalf of D.A.N.A.
Directors – Directors are the President, Vice-President, Treasurer and Secretary and also serve as Board members and retain their duties as Board members. Directors conduct the business of the organization. The President, the Vice-President, the Secretary, and the Treasurer shall act with full authority to conduct the business of D.A.N.A., subject to the approval of the Board at the next duly regularly scheduled meeting of the Board. The Directors serve as the primary contacts and representatives for the association. The Directors prepare meeting agendas.
Shared Duties and Powers of the Directors:
The President and Treasurer are responsible for preparation and oversight of the annual budget and reporting on the budget at the Board meetings, as needed or requested. The President and Vice President shall conduct, oversee, and certify all elections at general membership meetings, as needed. The Directors are responsible for maintaining accurate and up-to-date membership rolls and facilitating communication with the Membership. The President or Vice-President shall chair the General Membership meetings and the Board meetings. The President and Vice-President have authority to sign contracts, seek out grants, and engage entities to assist with the purpose or business of D.A.N.A. No person may hold more than one office simultaneously.
Individual Duties and Powers of the Directors:
a) President: The President shall be the chief executive officer of D.A.N.A. At his / her discretion, the President may appoint a surrogate chairperson to preside over any individual meeting if the Vice President will also be absent. The President shall have general and active management of the business of D.A.N.A., and shall see that all orders and resolutions of the Board and of the General Membership are carried into effect. The President is responsible for the conformance of the Association to the Articles of Incorporation and By-Laws. He/she shall appoint a chairperson for each committee. The President serves as the primary contact and representative for the organization. The President is an ex officio member of each committee.
b) Vice-President: In the absence of the President, his/her duties shall devolve upon the Vice-President. The Vice President serves as a contact for, and a representative of, the Organization. If the President is unable to fulfill the responsibilities of office, the Vice-President shall assume these responsibilities until the office is filled.
c) Secretary: The Secretary shall take minutes of all Board and General Membership meetings, and shall provide such minutes to the Board by e-mail or other means. The minutes of each general meeting shall be presented for approval at the next general meeting. The Secretary is responsible for maintaining any required records, files, and the minutes of all meetings. The Secretary is responsible for conducting general correspondence on behalf of D.A.N.A.
d) Treasurer: The Treasurer shall have charge of all funds of D.A.N.A. and of the disbursements under the direction of the Board. He/she shall keep a record of all monies received and paid out, making a report of same to the Board at each monthly meeting, and to the General Membership annually, and whenever requested to do so. The Treasurer shall maintain the association’s checking account at a federally insured financial institution approved by the Board, maintain the association’s financial records, and have the authority to sign checks, with each check to be co-signed by the Secretary or President. The Treasurer, with the assistance of the President, shall submit annual tax returns and any financial reports necessary to maintain D.A.N.A.’s legal and non-profit status.
Fiscal Policies: The Fiscal Year of D.A.N.A. shall begin on January 1 of each calendar year and extend through December 31. The Board may authorize the Treasurer to establish and maintain bank account(s) at designated institutions, and make transfers to and from checking accounts to an interest bearing savings account. The signatures of the President or the Treasurer, and one other Officer shall be required on all checks.
a) Authorization of Expenditures: Directors may expend funds not to exceed $100 for items required for projects or operating expenses of D.A.N.A., if funds exist. Expenditures of over $100 to further the objectives of D.A.N.A. may be authorized by a majority of the Board at a Board meeting or by a majority of the General Membership present at a General Membership meeting. Expenditures in excess of $500 must be approved by a majority vote of the General Membership present at a General Membership meeting. No expenditure shall be authorized which exceeds the current balance as reported by the Treasurer less prior commitments.
b) General Integrity: No D.A.N.A. funds, gains, profits or dividends may accumulate for the personal benefit of any member of D.A.N.A., its Board Members or Directors, or be distributed to any of them for their personal use.
Conflict of Interest – Directors and Board members must reveal any direct or indirect conflict of interest in any financial, zoning, or development proposal prior to a vote. Directors and Board members with a conflict of interest may not vote on the proposal. If a member has reasonable cause to believe a Director or Board member has failed to disclose actual or possible conflicts of interest, they are obliged to inform the member and the Board of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. Voting on a proposal when one has a conflict of interest shall result in immediate removal from office.
Liability of Directors and Board Member – Directors and Board members shall not be liable to D.A.N.A. or its members for money damages, except to the extent that it is proved that the Director or Board member actually received an improper benefit or profit; or a judgment or other final adjudication is entered based on a finding that the person’s action or failure to act was the result of deliberate dishonesty or was committed in bad faith.
D.A.N.A. shall indemnify and hold harmless each Board member from and against any and all claims and liabilities to which he/she may be subject by reason of his/her having been a Board member or officer of D.A.N.A., provided, however, that no Board member shall be indemnified against any claim or liability arising out of his/her own gross negligence or willful misconduct.
Non-Discrimination: In determining its membership, as well as its policies, recommendations or actions, D.A.N.A. will not discriminate against individuals or groups on the basis of actual or perceived race, religion, color, sex, sexual orientation, gender identity, age, disability, legal citizenship, national origin, income, or political affiliation.
Changes to Bylaws – These bylaws may be changed by a two-thirds (2/3) vote of the Board and a vote of the majority of the Membership present at a general membership meeting or, if no general membership meeting can be convened because of extenuating circumstances, by majority vote of the entire Membership conducted via e-mail or mail referenda. In the event of a deadlock, or inconsistent results between the Board vote and the mail-in vote of the general membership, the majority vote of the general membership at a general membership meeting shall control.
Notice of a change to the bylaws must be published at least fourteen (14) days prior to a vote by the Membership and the notice must include a summary of changes. The Board may approve policies which extend or clarify these bylaws so long as they do not alter or contradict the bylaws themselves. The Board may adopt policies and procedures in addition to these bylaws.
Page Six of Six Adopted July 14, 2007, Amended November 14, 2007; Considered on November 12, 2011, and Amended again on December 10, 2011.