HISTORIC BOSTON EDISON ASSOCIATION (HBEA) -
APPROVED AMENDMENTS TO THE BYLAWS
HISTORIC BOSTON-EDISON ASSOCIATION
ARTICLE I - NAME
The name of this corporation is the Historic Boston-Edison Association, (hereafter "HBEA").
ARTICLE II - OFFICE
The principal office of this corporation is in the City of Detroit, State of Michigan.
ARTICLE III - FISCAL YEAR
The HBEA fiscal year is May 1 through April 30.
ARTICLE IV - BOUNDARIES
The boundaries of the HBEA are contiguous with those of the Boston-Edison Historic District (hereafter "District"), which are Woodward Ave on the East; Linwood Avenue on the West; the alley south of Edison Avenue on the South; and the alley north of Boston Boulevard between Linwood and Hamilton Avenues on the North, in the City of Detroit.
ARTICLE V - PURPOSE
The purpose of the HBEA is to;
· preserve single-family residential zoning,
· advocate for the enforcement of the City of Detroit Historic District Ordinance and all City of Detroit buildings, and use restrictions within the District.
· promote all other activities which are beneficial to the general welfare of the people of the District
ARTICLE VI - MEMBERSHIP
Section 1. Membership Categories:
a. Resident Membership. All residents, 18 years old or older, living within the District boundaries defined herein and in compliance with the single-family zoning regulations thereof, shall be considered Resident Members. Resident Members may be appointed to Committees, as approved by the Board of Directors.
b. Active Membership. Upon payment of annual dues, Resident Members shall be considered Active Members. Such dues shall be paid by household units and recorded in the name(s) designated by household members. Active Members shall have voting privileges, holding office, serving on committees, and speaking on the floor at membership meetings. They shall uphold the purposes for which the HBEA exists, as described in Article V. Voting shall be by an individual adult, with a limit of two (2) votes per household membership.
c. Associate Membership. Associate Membership is open to individuals who do not qualify as a Resident Member; and/or business entities who have interests in and desires to aid the objectives and purposes of the HBEA. Board of Director's approval and payment of annual dues are required before membership is granted. Associate Members shall have no vote and cannot hold any office. Associate Members may be appointed to Committees, as approved by the Board of Directors.
ARTICLE VII - BLOCK CLUBS
Section 1. The HBEA encourages and supports the formation and maintenance of Block Clubs, and the Secretary maintains a list of all Block Clubs within its boundaries.
Section 2. A block is defined as the homes on both sides of a given street and between two or more intersecting streets.
Section 3. The functions of the Block Club is to;
· maintain and enforce the Historic District Ordinance and all building and use restrictions, as stated in Article V;
· educate, encourage, and maintain the highest standards of single-family residential community life within the block;
· to encourage neighborliness and cooperation for the safety and well-being of all the residents of the block
Section 4. The Block Club President, or his or her designee, serves as a liaison between the Block Club and the HBEA Board of Directors.
Section 5. All activities of Block Clubs shall be in accordance with the general principles of the HBEA.
Section 6. To facilitate and strengthen communication between Block Clubs and the HBEA, Block Club Presidents are encouraged to attend monthly Board meetings. They may request to be placed on the monthly board agenda by the President of the HBEA.
ARTICLE VIII - MEETINGS
Section 1. Annual Meeting. The Annual Meeting of the HBEA membership shall be held in the month of May at such date and place as shall be designated by the Board of Directors.
Section 2. General Meeting. The Board of Directors shall call and conduct two general meetings of the HBEA membership during October and March.
Section 3. Quorum. Twenty-five active members shall constitute a quorum for the election of Directors and for any business transaction at the Annual and General Meetings.
Section 4. Voting. There being a quorum present, a majority of the active members present shall decide any question that may come before the Annual or General meetings. Voting shall be by individual Active Members who are at least 18 years of age, with valid government-issued identification validating their residency within the District. Limit two (2) votes per household membership. Voting at the Annual Meeting may be by absentee ballot.
Section 5. Notices. At least one week's written notice of all Annual and General Meetings of the HBEA Membership shall be given by the Secretary and/or published on the website and/or in the Newsletter of the HBEA and/or other designated means of communication.
Section 6. Special Meetings. Special General Meetings may be called at any time by resolution of the Board of Directors, or at the President's call, or upon written request of fifteen (15) Active Members to the Secretary and upon notice, as provided in Section 5 of this Article.
Section 7. Emergency.
When the Board of Directors declares an emergency due to Local, State, National or global emergency, these actions may be taken:
a. The time and date of the annual meeting may be canceled, postponed, or changed to any other date.
b. Regular, special, or the Annual Meeting of the Historic Boston-Edison Association may be conducted using reasonable methods of communication in which all members participating in the meeting can hear each other simultaneously during the meeting. A member participating in a meeting by reasonable methods are deemed to be present in person.
c. Notice of meetings may be given by email, telephone or any other reasonable method as determined by the Board.
d. Voting, to include ballot votes, may be done electronically or by any other reasonable method as determined by the Board.
e. The Emergency clause in these By-Law will expire at such time as the emergency condition has been declared inactive by the Board; based upon information received from Local, State, National or global authorities.
ARTICLE IX - BOARD OF DIRECTORS
Section 1. A Board of Directors shall conduct the business of the HBEA constituted of: a. a) Director from each of the east and west streets in the District between Woodward Avenue and Hamilton Avenue – eastern side of street (Zone A) and a Director At-Large from that portion of the District; and B). a Director from each of the east and west streets in the District between Hamilton Avenue - western side of street and Rosa Parks Boulevard - eastern side of street (Zone B) and a Director At-Large from that portion of the District; and C) a Director from each of the east and west streets in the District between Rosa Parks Boulevard - western side of street and Linwood Avenue (Zone C) and a Director At-Large from that portion of the District.
Section 2. All Directors in a given Zone shall be elected at the Annual Meeting each year. Each Director shall serve a term of three (3) years. The term of office begins in June, after certification of the election results, at the June Board meeting. Upon completion of a three (3) year term, Directors shall be eligible for re-election.
Section 3. Election of Directors.
a. Directors positions are open to all Active Members "in good standing" who meet the following criteria: at least eighteen (18) years of age or older, minimum one (1) year residency in the City of Detroit, in the Boston Edison Historic District and the State of Michigan by holding and producing valid government-issued identification; prior demonstration of interests in the HBEA through involvement in HBEA meetings, Committees or other neighborhood activities.
b. Any new candidates for Director positions and those appointed to director positions must submit a petition signed by at least ten (10) active member households. Elected Directors currently serving in a position must submit a petition to signify interest in re-election. All petitions must be submitted to the Board Development Committee not later than April 15th. Nominations from the floor will not be accepted.
c. All elections shall be by written ballot, except if there are no opposing candidates for the same Directorship, the vote shall then be by voice. The official written ballot shall be prepared by the Board Development Committee, as provided herein. Absentee ballots will be made available upon request to the Secretary and must be returned before the Annual Meeting date.
d. A candidate for a Directorship who receives a plurality of the votes cast shall be declared duly elected. In case of a tie, the Head Teller shall conduct a coin toss.
e. In emergencies where no successor is elected due to lack of successor candidates, emergencies, or other acts beyond the control of the Board, the current Director(s) may continue in the position until the next election; until she/he resigns or until a successor candidate is elected.
Section 4. Vacancies. Suppose the office of any Director shall become vacant for any reason. In that case, the remaining Directors, being a quorum, may recommend and appoint a successor who shall hold office until the next Annual Meeting. At which time, the active members shall elect a Director to fill the unexpired term, but the Director so appointed by the Board of Directors or elected by the active members shall be from the street and zone which the former Director represented or, in the case of an At Large member, from the Zone which the former Director represented.
Section 5. Meetings. Meetings of the Board of Directors shall be held the second Tuesday of September, December, January and April of each fiscal year at such place and time as the Board may decide. Special meetings of the Board can be called by the President or upon written request of five Directors to the Secretary. Notice of meetings shall be given in any manner that the Board may from time to time determine. A quorum of the Directors may prescribe the method of notice and waiver of notice.
Section 6. Electronic Participation at Meetings. Directors may participate in and act at any meeting of the Board of Directors through teleconference or other communications equipment as long as all persons participating in the meeting can communicate concurrently. Telephonic or electronic participation in a meeting will constitute attendance and presence at the meeting. No more than five (5) meeting(s) may be attended by this method per Board year unless an emergency is declared under Article VIII section 7. Participation by email is not permitted.
Section 7. Quorum. At any meeting of the Board of Directors, a majority of the entire membership of the Board as then constituted by the Bylaws shall constitute a quorum for the transaction of business, and a majority of the Directors present, there being a quorum present, shall decide any question that may come before the Board.
Section 8. Powers.
a. The Board of Directors shall have the power to elect the officers of the HBEA, confirm appointments by the President of Committee Chairs, and employ and fix the compensation of individuals, professionals, and consultants, or any other agents or employees.
b. The Board of Directors shall institute policies as necessary for the proper conduct of business including, without limitation, requirements for confidentiality of Board discussions, competitive bidding for goods and services, prohibiting conflicts of interest, and the appointment of non-elected, uncompensated persons whose expertise may assist the HBEA and the Board.
c. The Board of Directors, in addition to the powers and authority expressly conferred upon them by these Bylaws, shall exercise all other powers as may be necessary for the purposes of the corporation, subject nevertheless to the provisions of law, the Articles of Incorporation and these Bylaws.
Section 9. Responsibilities:
a. Fiduciary. The Directors have a fiduciary responsibility for the assets, income, and expenditures of the HBEA. They are responsible for assuring these assets and income are conserved and are used exclusively for the stated purposes of the HBEA and the benefit of the District's residents.
b. Conflicts of Interest. The Conflict of Interest Statement shall be signed at least annually. A Director must recuse themselves from voting on or participating in discussions of any specific issue where a reasonable person with knowledge of the relevant facts may perceive a financial conflict of interest. A financial conflict of interest occurs when the outcome of the specific issue is likely to have a direct effect on the financial interest of the Director, their immediate family or household, their close business associates, or an organization of which the Director is an officer. The Board may determine whether such perceived conflicts of interest exist.
c. Code of Conduct. Upon election, Directors are expected to uphold the "Board of Directors - Code of Conduct" posted with nomination. Although not inclusive, it identifies the expected conduct of members of the Board of Directors.
d. Participation. All directors are required to attend the annual Board Orientation session(s). Directors have the general responsibility to participate actively and attentively in all business that comes before the Board; expected to Chair/Vice Chair or be an active participant of at least one Board or Event Committee; participate in the planning and setting of goals and objectives of the HBEA; and to provide leadership and assistance in the work and activities of the HBEA.
e. Attendance: Since participation in the decisions of the Board requires that Directors attend its meetings, a Director may have a maximum of two (2) absences from scheduled meetings, including Board meetings, General and Annual Meetings, and Orientation, during the period June through May. After a fourth absence, that Director automatically will be removed from the Board. The President or a designee shall inform the Director in writing that their Directorship is terminated.
If a Director arrives at any scheduled meeting more than one hour after the scheduled starting time or leaves more than one hour before the scheduled ending time. In that case, the Director shall be counted as absent from the meeting. If a Director arrives at a scheduled Board meeting more than 15 minutes after the scheduled starting time, the Director shall be counted as tardy, and three late arrivals during the period June through May shall be counted as an absence.
Section 10. Disciplinary Action: The Board may discipline or dismiss a Director by a vote in favor by two-thirds of currently seated Directors if in the Board's judgment there are sufficient grounds of sufficient seriousness. What constitutes sufficient grounds for discipline or dismissal is entirely in the judgment of the Board but might include failure to participate in the work of the Board and its committees, violation of Director responsibilities, actions or behavior that disrupts the function and work of the HBEA Board, criminal act(s), or any other action delineated in policies and procedures adopted by the Board.
Section 11. No two members of the Board of Directors, residing in the same household, related by blood, marriage, domestic partnership, or affinity, may serve on the Board of Directors at the same time.
ARTICLE X – OFFICERS
Section 1. The Officers of the HBEA shall be a President, a Vice-President, a Secretary, and a Treasurer.
Section 2. At a special Board meeting following elections meeting, the Board Development Committee shall present from among the Directors its proposed slate of Officers; shall accept nominations from the floor, and shall conduct the election of Officers. All elections shall be by written ballot, except that there are no opposing candidates for the same office in that event; the vote shall be by voice. The terms of office begin when elected.
Section 3. Duties: The duties of the Officers of the HBEA shall be as follows:
a. President: It shall be the President's duty to preside at all Executive Committee meetings, meetings of the Board of Directors, and the Annual, General, and Special Meetings of the HBEA. The President shall appoint and be an ex-officio member of all committees; all appointments to be subject to the approval of the Board of Directors; shall sign all written contracts and obligations of the HBEA; and shall perform such other duties as are incident to this office subject to the approval of the Board.
s: The Vice-President, in the absence or disability of the President, shall have the powers and perform the duties of the President. In the absence or disability of the President the Vice-President shall have the powers and perform the duties of the President. In addition to these duties, the Vice-President shall be coordinator of the various standing committees of the HBEA as designated by the President and the Board of Directors.
c. Secretary: The Secretary is required to attend all Executive Committee, Board, Special, Annual, and General Meetings; record and keep the Minutes of the meetings of the HBEA, the Executive Committee, and the Board of Directors; shall upon request of the President, conduct the correspondence of the Board and the HBEA; keep the register of the HBEA Membership; issue all notices and announcements relating to the affairs of the HBEA. Copies of all correspondence shall be retained as part of the permanent records of the HBEA; make a written report of the Board's activities to the members of the HBEA at the Annual Meetings, and perform all other duties that are incidental to the office or prescribed by the Board of Directors
d. Treasurer: It shall be the duty of the Treasurer to receive and keep a written account of all money received and to deposit the same in the name of the HBEA in a financial institution that the Board of Directors may designate, such funds to be withdrawn or disbursed as the Board may direct; shall give to the HBEA at the request of the Board of Directors, a bond of not less than $1,000 to be fixed by the Board with sureties acceptable to it, and shall prepare a written financial report to be presented at each Board meeting. Upon request of the Board, bank statements shall be presented to the Board at a designated meeting. The Treasurer shall maintain, in writing, a complete list of all active members. A written account of all special fundraising monies shall be submitted at the monthly Board Meeting. A comprehensive written report for the preceding year shall be presented to the HBEA at the Annual Meeting. The Treasurer shall also disburse the funds of the HBEA by checks countersigned by the President or a Vice-President or the Secretary. The Treasurer shall also serve as the Liaison to the Finance Committee.
Section 4. Assistants: When, in the discretion of the Board of Directors and/or at the request of the Secretary or Treasurer, it is determined that an Assistant(s) should be appointed to assist in the performance of the duties specified above, the Board of Directors may appoint a member in good standing of the HBEA, who resides within the District, or employ individuals, consultants or professionals who have expertise in accounting, finance, business or other disciplines to assist in performance. These Assistants shall serve at the pleasure of the Board of Directors.
Section 5. Records: When the Secretary and/or Treasurer leaves office, they shall deliver to their successors all monies, books, papers, electronic files, etc. and other property belonging to the HBEA which may then be in their possession or under their control, and in the absence of such successor, they shall deliver all such monies, books, papers, digital files, and other property to the President, upon the direction of the Board.
Section 6. Compensation of Officers and Directors. The Officers and/or Directors of the HBEA shall not receive any salary or compensation for services rendered. They shall not accept any gifts or gratuities from vendors or others who conduct business with the HBEA.
Section 7. Officers/Directors may be reimbursed for travel-related expenses, as specified in the Financial Management Procedures.
ARTICLE XI - NOMINATIONS AND ELECTIONS OF DIRECTORS AND OFFICERS
Section 1. The Board Development Committee is responsible for recruiting, identifying, and vetting individuals to become members of the Board of Directors and recommending candidates for each Director(s) and Officer(s) position(s) to be filled at the Annual election(s). The Board Development Committee shall publicly render its report and file the final slate of candidates with the Secretary not later than April 30th of each year.
Section 2. Additionally, any member in good standing wishing to nominate individuals for Directors positions may obtain the signature of ten (10) members in good standing supporting each nomination. Each nominee must give his/her approval of the nomination. Members must submit nominations to the Board Development Committee for proper vetting on or before April 15th of each year.
Section 3. The names of all persons approved for nomination for Director(s) positions shall be published with the notice of the May Annual Meeting.
Section 4. All duly elected Officers and Directors shall be sworn/affirmed into office during the June Board of Directors meeting. Their tenure in office shall end upon the election or appointment of their successors, as provided herein.
ARTICLE XII - COMMITTEES
Section 1. The President shall appoint all Committees with the advice and consent of the Board of Directors. One member of each Committee shall be appointed Chairperson and report monthly activities to the Board. The Chair/Vice-Chair of each Committee shall be a member of the Board of Directors. The other members may be chosen from active members, within or without the Board.
Section 2. Standing Committees shall be reconfirmed or appointed at a special Board Meeting following the election of the Officers and shall consist of at least two (2) members to serve throughout the year.
Section 3. Each Standing Committee shall serve notice of its meetings with an agenda at least one week before the announced meeting date.
Section 4. A summary of committee members in attendance at each meeting and action discussed or taken will be recorded and submitted to the Secretary as part of any report made by the committee chair or vice-chair at the Board's next monthly meeting.
Section 5: Standing Committees.
a. Board Development Committee: This Committee is responsible for reviewing and evaluating the Bylaws, conducting Board Orientation training sessions; planning for leadership development for the Board and other Standing Committees; assessing the Board annually, cultivating and recruiting new Board and Committee Members; properly vetting of potential candidates to fill vacancies (current and long term); submits a slate of candidates for Director and Officer positions, conducts elections of Directors and Officers. The Board Development Committee may include current Directors, former Directors and other non-board members who have skill sets that will help with these processes, such as business, human resources, grant writing, finance and legal.
ii. President Emeritus/Emerita
1. Definition-A Past President who has severed with distinction and excellence, and has provided outstanding service to the Historic Boston-Edison Association.
2. Role-Provides guidance, mentorship and a historical perspective in the proceedings of the Association primarily to the president. They shall not have the power or authority of a director of the Association. They may chair and/or serve on Board committees if appointed.
3. Selection-The President, with the advice and consent of the Board of Directors, shall appoint the President Emeritus/Emerita.
4. Term-Shall be a one (1) year appointment unless revoked by the majority of the Board.
b. Clean and Safe Committee: This Committee is comprised of the following sub-committees: Beautification, Safety, and Zoning. This Committee oversees the maintenance of the parks, boulevards, vacant lots, and alleys, including but not limited to trash pick-up, illegal dumping, mowing, and landscaping; education and programs to improve owners' compliance with all zoning ordinances, including but not limited to property upkeep, property use, property abandonment, and conformance to Historic District requirements. The Committee will review public safety (lighting, street crossing, signage, etc.), advocate for improvements and modifications to enhance the neighborhood, assist residents in securing and protecting their property from crime, and increase fire prevention awareness. The Committee will accomplish these tasks through education, coordination with City Departments/Agencies/Officials, City-sanctioned Citizen Patrols, use of private contractors, and legal action as necessary.
c. Executive Committee: The elected Officers shall constitute the Executive Committee. The Executive Committee shall provide organizational direction; oversees policy development pertaining to operations, ethics, security, management. Policy development can involve several committee members, providing oversight to various Standing and Ad-Hoc committees. The Committee meetings are separate and distinct from the Board of Directors and are convened regularly, or as needed, by the President. The Executive Committee's actions are reported not later than the next meeting of the Board.
d. Fund Development: This Committee coordinates all fundraising activities of the HBEA, grant seeking, and writing duties. The Committee shall work in concert with the entire Board of Directors to seek donations and other avenues of philanthropic development. All activities with the purpose of fundraising shall be planned and conducted through the auspices of this Committee. This includes but is not limited to Holiday Home Tour, Sounds of Music Concert Series, and Grants & Resource Development.
e. Membership Recruitment and Engagement: This Committee coordinates strategies to recruit and retain active members from the general membership and plan and manage efforts to activate the membership. The Committee shall be responsible for disseminating annual dues notifications and the logistics of all regularly scheduled membership meetings. Planning of all member-focused events shall be under the auspices of this Committee. This includes but is not limited to Picnic in the Park, Attic Sale, and any other community-focused events so deemed.
f. Operations: This Committee is composed of Finance and Public Relations, with distinct duties within each sub-committee.
i. Finance sub-committee provides financial oversight for the Board, including but not limited to review of the assets, income, and expenditures of the HBEA. The Committee also provides oversight to ensure the assets and income are conserved and used exclusively for the HBEA to benefit its residents. Members of this Committee shall have financial expertise in finance, budgeting, auditing, investment, etc. The Committee will work with the Treasurer. The Committee will accomplish their tasks by developing and recommending budgets, fiscal and investment policies and procedures, review the monthly financial statement and all supporting documentation. Annually, the Committee shall perform an inventory of HBEA assets, direct an internal review, and ensure the budgeting for a periodic external audit.
ii. Public Relations sub-committee is charged with the development and maintenance of an effective plan of communication with internal and external relationships; to recommend public relations materials and campaigns to the Board of Directors, to publicize the District and in general, to be charged with the responsibilities of promoting the District. Public Relations shall publish the HBEA Newsletter as well as maintain social media accounts and Internet websites as directed by the Board of Directors.
Section 6. Additional Standing or Ad-Hoc committees may be appointed by the President as approved by the Board or as the Board of Directors may direct.
Section 7. The Board of Directors may delegate to any committee those powers and duties, in addition to those prescribed by these Bylaws, as the Board may deem appropriate.
Section 8. Authorization of Expense. No committee shall incur any expense or financial obligation without the express authorization of the Board of Directors. Expenses incurred without prior approval shall not be reimbursed.
Section 9. Each Standing Committee shall have its policies and procedures to govern its activities, provided, however, that they do not conflict with the bylaws and/or policies and procedures of HBEA. The Board shall approve these standard operating policies and procedures of Directors.
ARTICLE XIII - DUES
The membership dues of the HBEA shall be determined and published by the Board of Directors not later than January 31st.
ARTICLE XIV - PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the HBEA in all cases to which they are applicable. They are not inconsistent with these bylaws, policies, procedures, and any special rules of order the HBEA may adopt.
ARTICLE XV - AMENDMENT OF BYLAWS
Section 1. By Directors. By a majority vote of the Board, the Board of Directors may amend these Bylaws at any regular or special meeting. All proposed amendments shall be published to the membership of the HBEA at least thirty days before becoming effective.
Section 2. By Members. The By-Laws may also, at any time, be amended by the majority of the active members at any General or Special Meeting. All amendments proposed by Members shall be published to the membership of the HBEA and contained in the notice of any General or special meeting. Amendments approved by a majority of Members present at a General or Special Meeting of the HBEA may be given immediate effect.
These Bylaws were amended and adopted as and for the Bylaws of the Historic Boston-Edison Association (HBEA) at a meeting of the Board of Directors held on Tuesday, June 14, 2022.