CODE OF BY-LAWS OF THE
JACOBSVILLE AREA COMMUNITY CORPORATION (JACC)
As amended November 27, 2007
ARTICLE I
Name, Purposes, Area, and Office
Section 1. Name - The name of this organization is the Jacobsville Area Community Corporation, and such corporation is hereinafter referred to as the “Corporation,” or by its initials, J.A.C.C.
Section 2. Purposes - The purpose of the Corporation is to improve the physical, economic and social environment of its geographic area of operation by addressing one or more critical problems of the area of operation within the jurisdiction.
Section 3. Geographic Area - The geographic area that the Corporation will target to serve is that area in Evansville, Indiana bounded on the south by Division Street, on the east by North Main Street, on the north by Maryland Street from North Main Street to Oakley Street and by Columbia Street from Oakley Street to 1st Avenue, and on the west by Oakley Street from Maryland Street to Columbia Street and by 1st Avenue from Columbia Street to Division Street, with the further understanding than any residents, businesses, religious congregations, or other organizations whose property is on the opposite side of any of the boundary street from the target area shall also be considered to be within the target area.
Section 4. Office - The post office address and the location of the principal office of the Association shall be within the geographic area or no more than half a mile outside of it, the exact location of which will be determined by the Board of Directors.
ARTICLE II
Records and Accounting
Section 1. Records - The following records shall be kept at the respective offices of the Corporation: each executive member shall keep a copy of the Code of By-Laws; the Treasurer shall insure the keeping of correct books of all business and transactions of the Corporation; the Secretary shall keep the minute books of all the meetings and the membership lists, which must contain the names of all persons or organizations who are Members of the Corporation, showing their respective addresses, and the time when they respectively became members thereof. The membership books and books of the account must be open, at all times during business hours to the inspection of members and other persons permitted, by law, to inspect such books.
Section 2. Accounting Year - The accounting year of the Corporation begins on July 1 and ends on June 30.
Section 3. Accounting Method - The general accounting method of the Corporation is the cash method of accounting. All books of the organization will be kept according to general accepted accounting principles. The books shall be subject to an independent annual audit.
ARTICLE III
Memberships
Section 1. Individual Membership - Any resident of the designated geographic area or a person who owns property in the geographic area or is a full-time employee of a business, religious congregation, or other organization within the geographic area may become an individual member of the Corporation. Individual members each have a vote at membership meetings.
Section 2. Organizational Membership - Any business, religious congregation, or other organization that has a regular site of operation within the geographic area of the Corporation may become an organizational member. Organizations that are members may also designate who will represent them at membership meetings and vote at the meeting, within the policies for membership of the Corporation, as approved by the Corporation.
Section 3. Dues - All members must pay the annual dues established by the Corporation, except that the dues of low-income residents may be waived upon request, if any two members of the Executive Committee agree that payment of these would be a hardship on the person, as best they can tell. The Corporation shall establish the dues for individual and organizational membership and may revise these from time to time.
ARTICLE IV
Meetings of Members
Section 1. Place of Meetings - The meetings of the members of the Corporation will be at a location so designated by the Board of Directors with reasonable notice of the meetings.
Section 2. Annual Meeting - The Corporation shall have its annual meeting of members each fall. The Board of Directors shall determine the date for the annual meeting. It must be no earlier than September 15 and no later than November 15.
Section 3. Special Meetings - Special meetings of the members may be called during the year. Such meeting shall be called by the President or the Secretary within 30 days of a request for such a meeting by any of the following: the President, a majority of the Executive Committee of the Board, a majority of the Board of Directors voting at a regular or special meeting of the Board, or upon the written request of 10% of the Membership.
Section 4. Notice of Meetings - Notice of every meeting of the members must be either in writing and signed by the President, Vice-President, or Secretary or by electronic mail or facsimile with the authorization of one of these officers. Such notice must state the purpose or purposes for which the meeting is to be held, and a copy thereof must be either served by mail, charges prepaid, or sent by electronic mail or facsimile (to members who prefer either of these forms of communication over mail) upon each member of record entitled to vote at such meeting, at least 30 days before the annual meeting and 14 days before a special meeting. Such copy must be directed to each member’s address as it appears on the membership list, unless the member has filed with the Secretary a written request that notices intended for such members be mailed to some other address, in which case the notice must be mailed to the address designated in such request.
Section 5. Quorum for Meetings – At least ten members entitled to vote at a meeting of the members is necessary to constitute a quorum.
Section 6. Organization of Meetings - At each meeting of the members, the President or in the absence of the President, the Vice-President, or in the absence of any such officers, a chairperson chosen by the majority vote of the members present and to vote thereat shall act as chairman of the meetings. The Secretary, or in the Secretary’s absence, any person appointed by the Chairman, shall act as secretary of the meeting.
Section 7. Order of Business at Meetings - The order of business at all meetings of the members shall be determined by the chairman of the meeting, but the order of business to be followed at any meeting at which a quorum is present may be changed by a majority vote of the members present and entitled to vote thereat. At any meeting of the members, the Roberts Rules of Order may be adopted as the rules of parliamentary procedure.
Section 8. Voting at Meetings - Unless otherwise provided, each member of record is entitled at each meeting of the members to one vote. Organizational members may be entitled to have more than one voting member. No proxy shall be recognized or accepted by the Corporation.
ARTICLE V
Board of Directors
Section 1. Number of Directors - The affairs of the Corporation shall be managed under the direction of a Board of at least 12 and not more than 21 Directors.
Section 2. Composition of Board of Directors - The Board shall be composed of: 4 elected neighborhood residents; 4 appointed faith community representatives; 4 appointed representatives of significant businesses, agencies, and other organizations from the community; and up to 9 members-at-large elected by the Board itself to assure the presence of important skills and representation within the Board membership. A minimum of 51% of the Board of Directors shall be low- to moderate-income residents of the designated geographic area or representatives of organizations within the geographical area.
Section 3. Method of Selection of Directors - Directors for the Board will serve on a calendar year basis and shall be selected in the following manner:
A. Residents - 4 Directors shall be elected by the Membership at its annual meetings for 2-year staggered terms, so that each year 2 Directors are elected for 2-year terms, except for the first year the organization exists when 2 Directors shall be elected for 2-year terms and 2 elected to 1-year terms to start the process.
B. Faith Community Representatives - 4 Directors shall be from religious congregations in the target area. Each of these shall serve a 1-year renewable term. Central United Methodist Church shall have the right to appoint 2 representatives, who must be named by the church for the next year no later than December 1. The Board shall annually elect to 1-year renewable terms 2 additional representatives of other participating congregations in the area, upon nomination from their own congregations, with the understanding that these two shall not be from the same congregation unless there is only one other participating congregation. Effort shall be made to rotate these faith community representatives among the participating congregations. If Central United Methodist Church does not exercise its right to appoint its 2 representatives, a vacant seat on the Board created by this failure to act shall be filled by the Board electing a representative from another participating congregation.
C. Community Organization Representatives - The 4 following significant groups in the community will each have the right to appoint a representative from their organization to the Board for a 1-year renewable term: the Jacobsville Neighborhood Improvement Association, Deaconess Hospital, Inc., North Side Business Association, and ECHO Housing Corporation. These organizations shall appoint their representatives for the next year no later than December 1. If a vacancy on the Board is created by the failure of one of these named groups to exercise its right to appoint a representative, such a vacancy shall be filled by the Board electing a representative from another participating business, agency, or community organization.
D. Directors-at-Large - The Board may elect up to 9 Directors-at-Large for 1-year terms in order to provide needed expertise and important representation to the Board. Because it is important to have representation of low- and moderate-income residents from the area, at least 2 Directors on the Board shall always be low- or moderate-income residents from the target area. If there are not 2 low- or moderate-income residents from the target area otherwise appointed or elected to the Board, the Board shall use Director-at-Large positions to meet this requirement. Beyond the requirement for representation of low- or moderate-income area residents, the Board itself shall have the sole right to determine the need for and qualifications of the Directors-at-Large. Such Directors-at-Large may be members of JACC or eligible to serve on the Board by appointment of a member organization, but they may also be skilled persons from outside the target area who are not otherwise eligible to serve on the Board. The outgoing Board shall elect Directors-at-Large for the next year at the end of the year, after the December 1 deadline for appointment of Directors by organizations with that right. Additional Directors-at-Large may also be elected during the year, provided that no more than 9 Directors-at-Large be on the Board at any one time. Not more than 3 of the total Directors-at-large may be persons who are not eligible to be an “individual member” of the corporation, per the By-Laws, or are not owners of a business eligible to be an “organizational member” of the corporation, per the By-Laws.
Section 4. Term Limitation of Elected Directors - No Director elected by the Membership or by the Board itself as a Director-at-Large may serve more than 6 consecutive years on the Board, but after 1 full year off the Board persons are again eligible for election.
Section 5. Appointed Directors - Groups who have the right to appoint Directors must name their representatives for the next year by November 1 of the current year, so that the Board may decide who to elect as additional Directors-at-Large. If a group with the right to appoint one or more representatives has not named its appointment(s) for the next year by December 1, the Board will assume that the current appointment(s) will continue from that group. All appointments by groups are for 1-year terms, but may be replaced during the year by the group who appointed that Director for cause. Directors appointed by groups are not limited in the number of 1-year terms they may serve, although it is recommended no Director serve more than 6 consecutive years, unless there is an unusual reason why a representative should continue longer than this.
Section 6. Vacancies - If an elected Director no longer meets the qualifications to serve on the Board, their seat shall be declared vacant by vote of the majority present at any duly called Board meeting. Seats of elected Directors that are declared vacant shall be filled for the remaining term of that Director by the Board itself, upon majority vote of Directors present at any duly called meeting. Seats of appointed Directors that are declared vacant shall be filled for the remaining term of that Director by the appointing group.
Section 7. Removal for Cause - Directors may be removed from the Board for cause by a majority vote of remaining Directors. Cause for removal from the Board would include: no longer being eligible to serve on the Board, conduct detrimental to the organization, having a conflict of interest with the goals or programs of the organization, missing 3 consecutive regular meetings, missing 2 consecutive regular meetings without sending regrets in advance or notification afterwards of some emergency that prevented attendance, missing 4 regular meetings in any 6-month period, or missing 3 regular meetings in any 6-month period without sending regrets in advance or notification afterwards of some emergency that prevented attendance.
Section 8. Removal without Cause - Directors may be removed from the Board without cause by 2/3 majority vote of the remaining Directors present at any duly called regular meeting, provided at least 8 Directors vote for removal.
Section 9. Power of Directors - The Board of Directors shall exercise all the powers of the Corporation subject to the restrictions imposed by law, the Articles of Incorporation, or by the
By-Laws.
Section 10. Annual Meetings - The Board of Directors shall hold an annual meeting each year within the first month of the calendar year for the purpose of organization, election of officers, and consideration of any other matters that may properly be brought before the meeting.
Section 11. Regular Meetings – The Board of Directors shall establish a regular pattern of monthly meetings at a given time and place that they determine and then publish to the membership. The Board may change the time or place or cancel a monthly meeting, at their discretion, but they must publish this change either to all the members by mail or by a public notice in the Evansville Courier and Press newspaper.
Section 12. Other Meetings - Special meetings of the Board of Directors may be called at any time by the President, and shall be called on the written request of any member of the Board of Directors. Notice of such a special meeting shall be sent by the Secretary or his or her designee to each Director at his or her residence or usual place of business by letter or written electronic transmission, at such time that, in regular course, such notice would reach such place not later than the second day immediately preceding the day for such meeting.
Section 13. Resignations - Any Director may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary. Such resignation shall take effect at the time specified therein.
Section 14. Quorum of the Board - A Quorum of the Board for official action on behalf of the Corporation shall be the majority of Directors present at any meeting (annual, regular, or special) provided that at least half of the total number of Directors is present.
Section 15. Action by Unanimous Written Consent - Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meting, if either before or after the action is taken, all the Directors consent thereto in writing. The written consents shall be filed with the minutes of the proceedings of the Board of Directors.
Section 16. Compensation – Directors shall serve without compensation but may be reimbursed for actual, reasonable, and necessary expenses incurred by a Director in his or her capacity as a Director and as members of any committee appointed by the Board.
ARTICLE VI
Officers
Section 1. Officers - The executive officers of the Corporation are: a President, a Vice-President, a Secretary, and a Treasurer. Subcommittees may be formed as needed.
Section 2. Qualifications and Term of Office – Each executive officer of this Corporation shall be a member of the Corporation and of the Board of Directors, except the Secretary, who may be a non-Member or non-Director but, if so, would not be entitled to a vote at meetings of the Membership or Board. The Board of Directors shall elect the executive officers at the first Board meeting of the year. Each officer is elected for a one-year term but may be re-elected to the same or another office.
Section 3. Removal - Any executive officer shall be removed if no longer associated with the Jacobsville Area Community Corporation by reason of relocating outside of the designated area or no longer being a representative. An executive officer may be removed during the year by a 2/3 vote of the Directors present at a regular or special Board meeting.
Section 4. President - The President is the chief executive officer of the Corporation and has general and active supervision and direction over the business and affairs of the Corporation. In general, the President shall perform all duties incident to the Office of President and such other duties as may from time to time be assigned to the President by this Code of By-Laws, the Executive Committee, the Board, or the Membership.
Section 5. Vice-President - The Vice-President has such powers and may perform such duties as the executive board may from time to time prescribe and shall perform such other duties as may be prescribed by the Code of By-Laws. At the request of the President, or in the case of the President’s absence or inability to act, the Vice-President shall perform the duties of the President, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.
Section 6. Treasurer - The Treasurer has charge and custody of, and is responsible for, all the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name of and to the credit of the Corporation in such banks and other depositories as may be designated by the Executive Committee. The Treasurer shall disburse the funds of the Corporation as may be ordered by the President or the Executive Committee, taking proper vouchers for such disbursements, and shall render to the President or the Executive Committee, whenever the President or Executive Committee may require the Treasurer so to do, a statement of all the Treasurer’s transactions as Treasurer and an account of the financial condition of the Corporation. In general, the Treasurer shall perform all the duties as may from time to time be assigned to the Treasurer by the President or Executive Committee.
The Treasurer shall be responsible for the preparation and timely filing, subject to the approval of the Executive Committee, of state and federal tax returns as may be applicable under law.
The Treasurer shall be bonded each year in an amount to be set by the Executive Committee, the expense of said bond to be borne by the Corporation.
Section 7. Secretary - The Secretary has the power to act as secretary of and keep the minutes of, all meetings of the Corporation. The Secretary shall: Cause to be given such notice of all meetings of the members as required; keep current the membership lists; see that all reports, statements, and other documents required by law are properly kept and timely filed; and perform all other duties incident to the office of Secretary. The Secretary has such powers and may perform such duties as are assigned to the Secretary by the Code of By-Laws, and the Secretary shall have other powers and perform such other duties, not inconsistent with this Code of By-Laws, as the President or Executive Committee may from time to time prescribe. The Board of Directors may elect a person who is not a Member of the Corporation or a Director of the Board to serve as Secretary, but in that case the Secretary would not have a vote at the meetings of the Membership (if not a Member) or the Board (if not a Director).
Section 8. Vacancies - Unless otherwise provided by law, in case the office of the President, Vice-President, Secretary or Treasurer becomes vacant, the Executive Committee then in office may elect or appoint a successor who shall hold office for the unexpired term.
Section 9. Resignations - Any Officer may resign such officer’s office at any time by giving written notice of such resignation to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if no time be specified therein, then at the time of the receipt thereof, and the acceptance thereof shall not be necessary to make such resignation effective.
ARTICLE VII
Contracts
Section 1. Authorization of an Execution of Contracts - Unless otherwise provided by law or in this Code of By-Laws or by the Executive Committee, no officer, agent, or employee has any power or authority to bind the Corporation by any contract or engagement or to pledge the Corporation’s credit or to render the Corporation pecuniarily liable for any purpose or to any amount. Any contract or instrument authorization by the Board of Directors may be executed and delivered in the name and on behalf of the Corporation by the two (2) persons of the President or any Vice-President and the Secretary. However, the Board of Directors may authorize any other director or directors, agent or agents, in the name of and on behalf of the Corporation, to enter into any contract or to execute and deliver any instrument, and such authority may be general or confined to specific instances.
Section 2. Indebtedness - No loans may be contracted on behalf of the Corporation and no negotiable paper may be issued in the Corporation’s name unless authorized by resolution of the Board of Directors. When authorized by the Board of Directors, any officer or agent of the Corporation may effect loans and advances at anytime for the Corporation from any bank, trust company, or other institutions, or from any firm, corporation, or individual, and for such loans and advances may make, execute, and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, and may pledge, hypothecate, or transfer any securities or other property of the Corporation as security for any such loans or advances. Such authority may be general or confined to specific instances.
Section 3. Check, Drafts, Similar Payment Orders, and Notes - All checks, drafts, and other orders for the payment of moneys out of the funds of the Corporation, and all notes or other evidences of indebtedness of the Corporation must be signed on behalf of the Corporation in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4. Deposits - All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select or as may be selected by any officer or officers, agent or agents, of the Corporation to whom such power may from time to time be delegated by the Board of Directors. For the purpose of such deposit, the President, any Vice-President, the Treasurer, the Secretary, or any other officer or agent or employee of the Corporation to whom such power may be delegated by the Board of Directors may endorse, assign and deliver checks, drafts, and other orders for the payment of moneys which are payable to the order of the Corporation.
ARTICLE VIII
Indemnification
Section 1. In General - The Corporation shall, to the fullest extent now or hereafter permitted by law, indemnify any Director or officer of the Corporation (and, to the extend provided in a resolution of the Board of Directors or by contract, may indemnify any employee or agent of the Corporation) who was or is a party to or threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, by reason of the fact that such person is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee, trustee or agent of another foreign or domestic corporation, limited liability company, partnership, joint venture, trust, employee benefits plan or other enterprise, whether for profit or not, against the obligation to pay judgments, fines, settlements, penalties, excise tax assessed with respect to an employee benefit plan or expenses including attorneys’ fees (which expenses may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as provided by law), actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and the individual reasonably believed, when acting in an official capacity with the Corporation, to be in the best interests of the Corporation, and in all other cases, at least not opposed to the Corporation’s best interests. With respect to any criminal action or proceeding, the individual had reasonable cause to believe such person’s conduct was lawful or had no reasonable cause to believe such person’s conduct was unlawful. The indemnification herein provided for shall continue as to a person who has ceased to be a Director or officer of the Corporation and, to the extent provided in a resolution of the Board of Directors or in any contract, between the Corporation and such person, may continue as to a person who has ceased to be an employee or agent of the Corporation. Any indemnification of a person who was entitled to indemnification after such person ceased to be a Director, officers, employee or agent of the Corporation shall inure to the benefit of the heirs, executors and administrators of such person.
ARTICLE IX
Amendments
Section 1. Amendments - This Code of By-Laws may be amended by resolution of the Board of Directors and then majority vote of all Members present at any annual or special meeting in which a copy of such By-Laws or the proposed amendments are presented to each member along with the required meeting notice. Such meeting notice shall include the statement that By-Law amendments are to be voted upon.
ARTICLE X
Dissolution
Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for all the liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purpose of the Corporation in such manner, or to such organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Notwithstanding the authority of the Board of Directors to so determine, if qualified under Section 501(c)(3) of the Internal Revenue Code of 1954, upon dissolution, the net liquidated assets shall be distributed by the Circuit Court of the County in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.