BYLAWS 
OF THE 

DOWNTOWN NEIGHBORHOOD ASSOCIATION 
OF FRANKLIN

ARTICLE I 

Section 1. Name.

The name of the organization is the Downtown Neighborhood Association of Franklin. 

Section 2. Purpose/Mission Statement.

To provide a means by which the citizens of the area may exercise greater control over the economic, political, environmental and social forces that influence their ways of life; to promote understanding among property owners, residents, government and business interests; to foster neighborhood identity and a sense of community; to cooperate and affiliate in appropriate ways with other local, state and national organizations having compatible goals. 


Section 3. Boundaries.

The Downtown Neighborhood Association of Franklin shall consist of the original fifteen square blocks making up the town of Franklin. Those houses on the west side of Fifth Avenue South which face Fifth Avenue South and are located between South Margin and Church Streets and those houses on Third Avenue South and Fourth Avenue South between South Margin and the railroad tracks. 

Section 4. Principal Office and Registered Agent

The principal office of the organization shall be at such place within the Downtown Neighborhood Association of Franklin as may fixed by the Board of Directors. The name of the registered agent shall be designated by the Board of Directors and may be changed by the Board of Directors subject to the requirements of Tennessee law.

ARTICLE II

Section 1. Regular Membership

Any person 18 years of age or older whose principal place of residence is within the boundaries of the Downtown Neighborhood Association of Franklin as set out above and who agrees with the general purposes/mission statement of the Downtown Neighborhood Association of Franklin is a member with the right to vote at its meetings and is eligible to serve as a member of the Board of Directors and officer, if said person is current in the person's dues. 

Section 2. Affiliate Membership

Affiliate membership may be held by any person who lives outside the boundaries of the Downtown Neighborhood Association of Franklin and who agrees with the general purposes/mission statement of the Downtown Neighborhood Association of Franklin and pays dues as set by the Board. An affiliate member may not be a voting member of the organization and may not serve on the Board of Directors or serve as an officer. 

Section 3. Dues

The Board of Directors may assess dues of members or solicit contributions from them, the amount of said dues or the minimum contribution to be set by the Board.

ARTICLE III

Section 1. Annual Meeting

An annual meeting of the members shall be held for the purposes of electing directors and transacting other business. The date of the annual meeting shall be set by the Board of Directors. The annual meeting shall be held at a place determined by the Board of Directors. 

Section 2. Special Meetings

Special meetings of the members may be called by the president, or by action of the Board of Directors. 

Section 3. Notice of Meetings

Written notice stating the place, day and hour of any meeting of members shall be delivered to the membership not less than seven (7) days nor more than thirty (30) days before the date of such meeting. 

Section 4. Proxies

No members shall vote by proxy at any meeting unless provision is made in writing by the Board of Directors.

ARTICLE IV

Section 1. Authority

The activities, affairs, business and property of the Downtown Neighborhood Association of Franklin shall be governed by the Board of Directors. The Board of Directors shall determine the activities of the organization and shall carry on programs in pursuit of the chartered purposes. The Board of Directors shall have absolute discretion in the disbursement of the organization's funds and management of its property for the purposes set out in the Bylaws. Public statements shall be made, litigation shall be supported, and other action taken on behalf of and in the name of the organization only upon authorization of the Board of Directors. 

Section 2. Annual Report

The Board of Directors shall report to the members of the annual meeting the activities undertaken pursuant to the authority granted in Article IV, Section 1. 

Section 3. Election

The Board of Directors shall be elected at the annual meeting of the members. Not less than thirty (30) days prior to the annual meeting, the president of the Board shall appoint a nominating committee which shall publish not less than seven (7) days prior to the annual meeting a slate of nominees to the Board. The nominating committee shall strive to assemble a diverse slate of nominees representative of Downtown Neighborhood Association. 

Section 4. Initial Composition of Board

At the first annual meeting after the adoption of these Bylaws, a Board of Directors consisting of nine members shall be elected. Three members of the Board shall be elected for one year terms; three members of the Board shall be elected for two year terms and three members of the Board shall be elected for three year terms. 

Section 5. Number, Tenure and Qualification

The number of directors shall be nine. Except as set out in Section 4 above for the initial election of the Board, each director shall hold office for a term of three years. Board members may serve two consecutive terms, but after a year absence may return to the Board. 

Section 6. Regular Meetings

A regular annual meeting of directors shall be held without other notice than these Bylaws immediately after adjournment of the annual meeting of the members. The Board of Directors may provide for the holding of called meetings of the Board without other notice. All meetings of the Board of Directors shall be open to observation by regular members of the organization. 

Section 7. Quorum

Five members of the Board of Directors which shall include at least one officer shall constitute a quorum for the transaction of business. If a quorum is not present, the majority of directors present may adjourn and reschedule the meeting. 

Section 8. Proxies

No Board member shall vote by proxy at any meeting unless provision is made in writing by the Board of Directors. 

Section 9. Actions of the Board

The action of the majority of directors present at a meeting at which a quorum is present shall be the official action of the Board of Directors. 

Section 10. Vacancies

Any vacancies occurring on the Board of Directors shall be filled by the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office. 


Section 11. Removal

In the event a member of the Board of Directors misses three consecutive meetings, said member is automatically removed from the Board of Directors unless two- third's of the members of the Board of Directors vote otherwise. In addition, at any time, two-third's of the Board of Directors may vote to remove any member of the Board. In the event a vacancy is created by this paragraph, it shall be filled as previously set out in these Bylaws. Removal shall only be undertaken where the best interest of the organization shall be served thereby; but such removal shall be undertaken only in the most extreme situations.

ARTICLE V

Section 1.  Officers

The officers of the Downtown Neighborhood Association of Franklin shall be a president, a vice-president, a secretary and a treasurer. 

Section 2. Election and Term of Office

The officers of the organization shall be elected annually from among the Board of Directors by the Board of Directors. The term of office shall be one year and the officers so long as they remain on the Board may be re-elected from year to year. 

Section 3. Removal

Any officer elected or appointed by the Board of Directors may be removed by a vote of two-third's of the members of the Board of Directors whenever in its judgment the best interest of the organization would be served thereby, but such removal shall be undertaken only in the most extreme situations. 

Section 4. Vacancy in Office

Any vacancy in office shall be filled by the Board of Directors for the unexpired portion of the term. 

Section 5. President

The president shall be the principal executive officer of the organization and shall in general supervise and conduct all the business and affairs of the organization. The president shall preside at all meetings of the members and of the Board of Directors. 

Section 6. Vice President 

In the absence of the president or in the event of the inability or refusal of the president to act, the vice president shall perform the duties of the president, and when so acting shall have all the powers and be subject to all the restrictions upon the president. The vice president shall perform such other duties as may be assigned by the president of the Board of Directors. 

Section 7. Secretary

The secretary shall keep the minutes of the meetings of the members and of the Board of Directors; see that all notices are duly given in accordance with the provisions of these Bylaws; be caretaker of the corporate records; and keep a register of the postal address of each member that shall be furnished to the secretary by each member; and perform such other duties as may be assigned by the president or the Board of Directors. 

Section 8. Treasurer

If required by the Board of Directors, the treasurer shall be bonded. The treasurer shall have charge and custody and shall be responsible for all funds of the organization; receive and give receipts for monies due and payable to the organization from any source whatsoever and deposit all such monies in the name of the organization as the Board of Directors may determine; and in general perform all duties incident to the office of treasurer and such other duties as may be assigned by the president or the Board of Directors.

ARTICLE VI

Committees and Personnel

The Board of Directors shall establish such committees or task forces and employ or engage such personnel as, in its judgment, will best promote the purposes and objectives of this organization. Executive Committee. The officers of the organization shall compose an Executive Committee.

ARTICLE VII

Rules of Order

Except as provided in the Bylaws, the conduct of all meetings shall be governed by the most recent edition of Robert's Rules of Order.

ARTICLE VIII

Amendments

These Bylaws may be altered, amended or repealed, and new bylaws may be adopted by two-third's majority of all of the Board of Directors at any regular meeting or at an) special meeting if at least seven (7) days written notice is given of intention to alter, amend, repeal or adopt new bylaws at such meeting.

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