Old Nampa Neighborhood Association

BYLAWS OF
OLD NAMPA NEIGHBORHOOD ASSOCIATION, INC.

ARTICLE I
NAME

This organization shall be known as Old Nampa Neighborhood Association, Inc.

ARTICLE II
MEMBERSHIP

Section 1. Membership shall be open to all persons who reside, work, or own property or businesses within the geographic boundaries, as stated in Article I of the Articles of Incorporation, who are 18 (18) years or older, except as qualified in Section 2, Article V.

Section 2. Every resident and every non-resident owner of property within the boundaries of the Old Nampa Neighborhood Association, Inc. shall be entitled to one membership; provided that, where a property is owned by more than one person, the owners thereof shall be limited to one membership among them. In addition, if the property is used for commercial purposes, its non-resident owners shall likewise be limited to one membership. In no event shall any person be eligible for more than one membership.

Section 3. Commercial purpose shall include, but not be limited to, property which is held out for rent, lease, or used to produce or distribute goods or services. It shall further include all property held or offered for sale if said property is not the principal place of residence of the owner. Commercial purpose shall also include such property held or tenancy therein which is so held or used by a non-profit association or organization.

Section 4. Membership, for the purposes of voting, shall be achieved by signing the name and address and, when necessary as required by Section 2, Article V, of the Articles of Incorporation, the name of all parties to a single membership in the "Official Membership List." It is the responsibility of eligible members to record their name and most current address with the Association Secretary to receive mailed notice of meetings. Membership may be terminated by resignation and shall terminate at once for anyone who ceases to reside or own property in the neighborhood. There will be one vote per membership.

ARTICLE III
MEETINGS OF MEMBERS

Section 1. Annual Meeting: The annual meeting of the members for the election of the directors and for consideration of the officer's reports and the transaction of any other business pertaining to the affairs of the corporation shall be held on the second Tuesday in March of each year at whatever time and place may be designated by the executive board, however choosing a place that is conveniently located to the neighborhood.

Section 2. Special Meetings: Special meetings of the members, for any purpose or purposes, may be called by the Board of Directors at a time, date and location they may designate. A minimum of three meetings of the full membership per year shall be called by the Board of Directors.

Section 3. Rules of Order: Rules at all meetings shall be those prescribed by Robert's Rules of Order.

Section 4. Notice of Meetings: Written or printed notice stating the place, day, and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than seven (7) days nor more than 30 days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each member of record on the Official Membership List on file with the secretary of the Association. (Refer to Article 2, Section 4) If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his/her address as it appears on the Official Membership List, with postage thereon prepaid.

Section 5. Quorum: A majority of the number of members eligible to vote as defined by these Bylaws and in attendance at an annual or special meeting shall constitute a quorum for the transaction of business items duly noted on the Notice of Meeting.

Section 6. Absentee ballots: Absentee Ballots will be accepted by mail five (5) days prior to the election date provided that the ballot contains the names of all candidates, voting preference, signature of member and date. Requests for absentee ballots are to be addressed to the Secretary of the association.

ARTICLE IV
BOARD OF DIRECTORS

Section 1. General Powers: The business and affairs of the corporation shall be managed by its Board of Directors who shall be members of the corporation and registered on the Official Membership List. The Board shall have powers to make all such rules and regulations as to them may appear necessary or desirable for conducting the activities of this organization.

Section 2. Number, Tenure and Qualifications: The number of directors shall be no less than nine (9) and no more than fifteen (15). Directors shall be elected at the annual meeting of members and the term of office shall be three (3) years with a minimum of one third of the directors being elected annually at the annual meeting. Each Director shall be limited to three (3) consecutive terms or nine(9) consecutive years on the Board, whichever is longer.

Section 3. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the president or any three directors and shall be held at such place as the directors may determine.

Section 4. Notice: Notice of any special meeting shall be given at least forty-eight (48) hours before the time fixed for the meeting, by written notice delivered personally or mailed to each director at his/her registered address, or by facsimile, or e-mail. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid, not less than three (3) days prior to the commencement of the above stated notice period. If notice is given by facsimile or e-mail, such notice shall be deemed to be delivered when the facsimile or e-mail is sent. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need to be specified in the notice or waiver of notice of such meeting.

Section 5. Quorum: A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 6. Board Decisions: The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 7. Vacancies: Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though not less than a quorum of the Board of Directors. A board member selected in this manner may serve in a valid capacity only until the next annual meeting, at which time an election will be held to fill the unexpired term of office.

Section 8. Nomination of Officers and Directors: A nominating committee consisting of three (3) members shall be appointed by the Executive Committee from the general membership in January of each year and shall report to the Board of Directors by February 15th of each year with names of persons in nomination as officers and directors. Any member may nominate from the floor at the time of the Annual Meeting, a candidate, for any office to be placed on the ballot for that election. Eligible candidates must acknowledge and accept nomination for a position as an officer or director.

Section 9. Committees: The Board of Directors may establish committees for either general or special purposes to act for such time and in such manner as the Board of Directors shall determine.

ARTICLE V
EXECUTIVE BOARD

Section 1. Composition: The executive board shall consist of the president, president-elect, treasurer, and a secretary.

ARTICLE VI
OFFICERS

Section 1. Composition: The officers of this corporation shall be a president, president-elect, treasurer and secretary. Such other assistant officers, as may be deemed necessary, may be elected or appointed by the Board of Directors.

Section 2. Election and Term of Office: The officers of the corporation to be elected by the Board of Directors at the first meeting of the Board of Directors after each annual meeting of the members. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. Each officer shall begin his/her term at the next meeting following his/her election.

Section 3. Removal: Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interest of the corporation would be served thereby.

Section 4. Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Duties of Officers:

President: The president shall be the principal executive officer of the corporation and shall, in general, supervise and control all of the business and affairs of the corporation. The president shall preside at all meetings of the members, Executive Board and the Board of Directors and , in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time. The president shall be a member of the Board of Directors during the term of office.

President-elect: In the absence of the president, or in the event of inability or refusal 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. Any president-elect shall perform such other duties as from time to time may be assigned by the president or by the Board of Directors. The president-elect shall be a member of the Board of Directors during the term of office.

Secretary: The secretary shall keep the notices of meetings and minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are given in accordance with the provisions with these Bylaws and as required by law; the custodian of the corporate record; keep current the Official Membership List by recording all updated information submitted by eligible members including names, addresses and phone numbers; and, in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or the Board of Directors.

Treasurer: The treasurer shall have charge and custody of and be responsible for all funds, assets and securities received and give receipts for moneys due and payable to the corporation as required by the Board of Directors and deposit all such money in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws; and, in general, perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned by the president or the Board of Directors.

ARTICLE VII
CONTRACTS, CHECKS, DEPOSITS, AND GIFTS

Section 1. Contracts: The Board of Directors may authorize any officer or officers to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, or Orders: All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by at least two officers of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 3. 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.

Section 4. Gifts: The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purpose or for any special purposes of the corporation.

ARTICLE VIII
WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX
AMENDMENTS

These Bylaws may be amended, repealed, and/or new Bylaws may be adopted by a majority of the members present at an annual or special meeting if due notice is given in accordance with Article III, Section 4 of these Bylaws, and including the intention in the notice of the intention to ament, repeal, or adopt new Bylaws at such meetings; provided that the notice of the meeting shall set forth the proposed amendment and purpose thereof, and that a majority of those members in attendance may approve said amendment.

SECRETARY'S CERTIFICATION

This is to certify that the foregoing Bylaws of Old Nampa Neighborhood Association, Inc. have been duly adopted by the members of the corporation at a meeting held on the 12th
day of March , 2002.

Secretary
Patricia Davis
Dated: 6/10/2002



Bylaws \| Articles \| Map

BYLAWS OF OLD NAMPA NEIGHBORHOOD ASSOCIATION, INC. ARTICLE I NAME This organization shall be known as Old Nampa Neighborhood Association, Inc. ARTICLE II MEMBERSHIP Section 1. Membership shall be open to all persons who reside, work, or own property or businesses within the geographic boundaries, as stated in Article I of the Articles of Incorporation, who are 18 (18) years or older, except as qualified in Section 2, Article V. Section 2. Every resident and every non-resident owner of property within the boundaries of the Old Nampa Neighborhood Association, Inc. shall be entitled to one membership; provided that, where a property is owned by more than one person, the owners thereof shall be limited to one membership among them. In addition, if the property is used for commercial purposes, its non-resident owners shall likewise be limited to one membership. In no event shall any person be eligible for more than one membership. Section 3. Commercial purpose shall include, but not be limited to, property which is held out for rent, lease, or used to produce or distribute goods or services. It shall further include all property held or offered for sale if said property is not the principal place of residence of the owner. Commercial purpose shall also include such property held or tenancy therein which is so held or used by a non-profit association or organization. Section 4. Membership, for the purposes of voting, shall be achieved by signing the name and address and, when necessary as required by Section 2, Article V, of the Articles of Incorporation, the name of all parties to a single membership in the "Official Membership List." It is the responsibility of eligible members to record their name and most current address with the Association Secretary to receive mailed notice of meetings. Membership may be terminated by resignation and shall terminate at once for anyone who ceases to reside or own property in the neighborhood. There will be one vote per membership. ARTICLE III MEETINGS OF MEMBERS Section 1. Annual Meeting: The annual meeting of the members for the election of the directors and for consideration of the officer's reports and the transaction of any other business pertaining to the affairs of the corporation shall be held on the second Tuesday in March of each year at whatever time and place may be designated by the executive board, however choosing a place that is conveniently located to the neighborhood. Section 2. Special Meetings: Special meetings of the members, for any purpose or purposes, may be called by the Board of Directors at a time, date and location they may designate. A minimum of three meetings of the full membership per year shall be called by the Board of Directors. Section 3. Rules of Order: Rules at all meetings shall be those prescribed by Robert's Rules of Order. Section 4. Notice of Meetings: Written or printed notice stating the place, day, and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than seven (7) days nor more than 30 days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each member of record on the Official Membership List on file with the secretary of the Association. (Refer to Article 2, Section 4) If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his/her address as it appears on the Official Membership List, with postage thereon prepaid. Section 5. Quorum: A majority of the number of members eligible to vote as defined by these Bylaws and in attendance at an annual or special meeting shall constitute a quorum for the transaction of business items duly noted on the Notice of Meeting. Section 6. Absentee ballots: Absentee Ballots will be accepted by mail five (5) days prior to the election date provided that the ballot contains the names of all candidates, voting preference, signature of member and date. Requests for absentee ballots are to be addressed to the Secretary of the association. ARTICLE IV BOARD OF DIRECTORS Section 1. General Powers: The business and affairs of the corporation shall be managed by its Board of Directors who shall be members of the corporation and registered on the Official Membership List. The Board shall have powers to make all such rules and regulations as to them may appear necessary or desirable for conducting the activities of this organization. Section 2. Number, Tenure and Qualifications: The number of directors shall be no less than nine (9) and no more than fifteen (15). Directors shall be elected at the annual meeting of members and the term of office shall be three (3) years with a minimum of one third of the directors being elected annually at the annual meeting. Each Director shall be limited to three (3) consecutive terms or nine(9) consecutive years on the Board, whichever is longer. Section 3. Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the president or any three directors and shall be held at such place as the directors may determine. Section 4. Notice: Notice of any special meeting shall be given at least forty-eight (48) hours before the time fixed for the meeting, by written notice delivered personally or mailed to each director at his/her registered address, or by facsimile, or e-mail. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid, not less than three (3) days prior to the commencement of the above stated notice period. If notice is given by facsimile or e-mail, such notice shall be deemed to be delivered when the facsimile or e-mail is sent. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need to be specified in the notice or waiver of notice of such meeting. Section 5. Quorum: A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 6. Board Decisions: The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 7. Vacancies: Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though not less than a quorum of the Board of Directors. A board member selected in this manner may serve in a valid capacity only until the next annual meeting, at which time an election will be held to fill the unexpired term of office. Section 8. Nomination of Officers and Directors: A nominating committee consisting of three (3) members shall be appointed by the Executive Committee from the general membership in January of each year and shall report to the Board of Directors by February 15th of each year with names of persons in nomination as officers and directors. Any member may nominate from the floor at the time of the Annual Meeting, a candidate, for any office to be placed on the ballot for that election. Eligible candidates must acknowledge and accept nomination for a position as an officer or director. Section 9. Committees: The Board of Directors may establish committees for either general or special purposes to act for such time and in such manner as the Board of Directors shall determine. ARTICLE V EXECUTIVE BOARD Section 1. Composition: The executive board shall consist of the president, president-elect, treasurer, and a secretary. ARTICLE VI OFFICERS Section 1. Composition: The officers of this corporation shall be a president, president-elect, treasurer and secretary. Such other assistant officers, as may be deemed necessary, may be elected or appointed by the Board of Directors. Section 2. Election and Term of Office: The officers of the corporation to be elected by the Board of Directors at the first meeting of the Board of Directors after each annual meeting of the members. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. Each officer shall begin his/her term at the next meeting following his/her election. Section 3. Removal: Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interest of the corporation would be served thereby. Section 4. Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. Section 5. Duties of Officers: President: The president shall be the principal executive officer of the corporation and shall, in general, supervise and control all of the business and affairs of the corporation. The president shall preside at all meetings of the members, Executive Board and the Board of Directors and , in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time. The president shall be a member of the Board of Directors during the term of office. President-elect: In the absence of the president, or in the event of inability or refusal 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. Any president-elect shall perform such other duties as from time to time may be assigned by the president or by the Board of Directors. The president-elect shall be a member of the Board of Directors during the term of office. Secretary: The secretary shall keep the notices of meetings and minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are given in accordance with the provisions with these Bylaws and as required by law; the custodian of the corporate record; keep current the Official Membership List by recording all updated information submitted by eligible members including names, addresses and phone numbers; and, in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or the Board of Directors. Treasurer: The treasurer shall have charge and custody of and be responsible for all funds, assets and securities received and give receipts for moneys due and payable to the corporation as required by the Board of Directors and deposit all such money in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws; and, in general, perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned by the president or the Board of Directors. ARTICLE VII CONTRACTS, CHECKS, DEPOSITS, AND GIFTS Section 1. Contracts: The Board of Directors may authorize any officer or officers to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Section 2. Checks, Drafts, or Orders: All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by at least two officers of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. Section 3. 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. Section 4. Gifts: The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purpose or for any special purposes of the corporation. ARTICLE VIII WAIVER OF NOTICE Whenever any notice is required to be given under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE IX AMENDMENTS These Bylaws may be amended, repealed, and/or new Bylaws may be adopted by a majority of the members present at an annual or special meeting if due notice is given in accordance with Article III, Section 4 of these Bylaws, and including the intention in the notice of the intention to ament, repeal, or adopt new Bylaws at such meetings; provided that the notice of the meeting shall set forth the proposed amendment and purpose thereof, and that a majority of those members in attendance may approve said amendment. SECRETARY'S CERTIFICATION This is to certify that the foregoing Bylaws of Old Nampa Neighborhood Association, Inc. have been duly adopted by the members of the corporation at a meeting held on the 12th day of March , 2002. Secretary Patricia Davis Dated: 6/10/2002
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BYLAWS OF OLD NAMPA NEIGHBORHOOD ASSOCIATION, INC.

BYLAWS OF
OLD NAMPA NEIGHBORHOOD ASSOCIATION, INC.