Bylaws

BYLAWS OF

BYLAWS OF

THE FRAYSER COMMUNITY ASSOCIATION

 

ARTICLE I.

NAME

The name of this corporation shall be the Frayser Community Association, hereinafter referred to as FCA. 

 

 ARTICLE II.

 THE CORPORATION

This corporation is a corporation not for profit. FCA is irrevocably dedicated to and operated exclusively for non-profit purposes and no part of the income or assets of the corporation shall be distributed to or inure to the benefit of any individual. Funds will be solicited in compliance with provisions of the Tennessee Code Annotated and the Internal Revenue Service code for 501(c)(3) organizations.

The purposes for which FCA is organized are exclusively charitable, religious, educational, and scientific purposes. This includes but is not limited to the purposes of promoting, advancing and encouraging the development of the Frayser community of Memphis, Tennessee, neighborhood revitalization and the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

 

ARTICLE III

MISSION

The Mission of Frayser Community Association is to be the umbrella organization supporting housing, schools, neighborhoods, businesses and civic organizations; working together on issues of common concerns while preserving the residential quality of Frayser.

Vision. Frayser will continue its traditions and values while becoming a premier destination community and first choice for safe living, learning, working, worshiping, shopping and recreation.

 

Frayser Values

• Maintaining friendliness while achieving diversity in race, income and education
• Supporting hard working skilled people while educating future generations
• Embracing a rural atmosphere while achieving dynamic urban systems
• Preserving links to the past while building for the future
• Strengthening organizations while expanding individual responsibility
• Building home ownership while restoring rental opportunities
• Linking to the region while building on community assets

 

 ARTICLE IV.

 MEMBERSHIP

Membership in the FCA is open to those persons residing, owning property, worshiping, or having an interest in the community of Frayser in Memphis, Tennessee as designated by the following boundaries:

The boundaries of the Frayser Community shall be that portion of the City of Memphis bounded on the North by the Loosahatchie River, on the East by the Illinois Central Gulf Railroad track lying West of New Allen Road, on the South by the Wolf River and on the West by the Mississippi River.

Section 1.  Members.  Members of FCA are adult residents of the Frayser Community who have paid current dues.

Section 2.  Associate Members.  Associate Members are those persons residing outside the Frayser Community, who have an interest in the Frayser Community (business, work, house of worship, etc.) and who have paid currently the same dues as Members.  Associate Members shall have all of the rights and privileges of Members except the right to vote at membership meetings.

Section 3. Members and Associate Members of the FCA are members of the Frayser Community Development Corporation (FCDC)

Section 4. Membership dues shall be paid no later than January 1 with membership privileges from January 1 to December 31.

 

 

 ARTICLE V.

 MEMBERSHIP MEETINGS

Section 1.  Annual Meeting.  There shall be an Annual Meeting of the membership of FCA every year on the fourth Thursday of January, unless the date is otherwise designated by the President, at a time and place designated by the President.  The purpose of the Annual Meeting shall be to elect officers and transact any business deemed appropriate.  Dues for the FCA will be set at the first Annual Meeting and shall remain in effect until changed at an Annual Meeting.

Section 2.  Special Meetings.  Special Meetings of the membership may be called by the President, a majority of the Executive Board, or by not less than one-twentieth (1/20) of the Members entitled to vote at such meeting.  The day, time, and place shall be designated at the time the meeting is called.

Section 3.  Monthly Meetings.  There shall be a monthly meeting of the Executive Board and FCA Membership the third Monday of each month.  The purpose of the Monthly Meeting shall be to transact any business deemed appropriate.  Members are entitled to vote at such meetings.

Section 4.  Notice of Meetings.  Notice of membership meetings shall be given as provided in Article X, Section 1 hereof.

Section 5.  Quorum.  A quorum at any meeting of the membership shall consist of one tenth (1/10) of the Members of FCA appearing in person.  No proxies will be recognized.

 

 

 

 

 

 ARTICLE VI. 

OFFICERS

Section 1.  Number and Terms.  The officers of the Association shall be a President, a Vice President, a Secretary and a Treasurer who shall serve for one-year terms.   Neither the President nor the Vice President may serve more than two consecutive terms in the same office, but either may serve on the Executive Board in other capacities in the years immediately preceding or following.  The elected officers shall serve until the expiration of the term for which they are elected, and thereafter until their successors have been elected.  The same person may not hold two of the offices of President, Vice President, Secretary and Treasurer.  Members and Associate Members may be elected as officers.

 Section 2.  President.  The President of FCA is the Chief Administrative Officer of the organization.  The President presides at all meetings of the membership and of the Executive  Board, appoints committee members and chairpersons, and fulfills the usual duties of the office of President.

Section 3.  Vice President.  In the case of the absence, disability, or death of the President, the Vice-President shall take his or her place and perform the President's duties.  The Vice-President shall have other powers and perform such other duties as may be assigned by the President or prescribed by the Executive Committee. 

Section 4.  Secretary.  The Secretary shall issue notice of all meetings of the membership and  of the Executive Board and shall attend and keep the minutes of all of same; shall have charge of all corporate books, records and papers; shall be custodian of the corporate seal, if any; shall attest with his signature all written contracts of the Corporation; and shall perform all such other duties as are incident to his or her office.

Section 5.  Treasurer.  The Treasurer shall have custody of all moneys and securities of the Corporation and, if required by the Executive Board, shall give a bond in such sum and with such sureties as the Executive Board require, conditioned upon his or her faithful performance of the duties of his or her office.  The Treasurer shall keep regular books of accounts and shall submit them, together with all vouchers, receipts, records, and other papers to the Executive Board for their examination and approval as often as they may require and shall perform all such other duties as are incident to his or her office.  The cost of such bond shall be paid by the Corporation.  The Treasurer shall submit, at the annual meeting of the general membership, a written accounting of FCA's income and expenses for the preceding year.

 

ARTICLE VII.

 EXECUTIVE  BOARD

Section 1.  Membership.  The Executive Board shall consist of (a) the four Officers, (b) Members drawn from each quadrant of the FCA area as determined by the intersection of Frayser Boulevard and North Watkins Street, and (c) seven (7) Members or Associate Members serving At Large.  Associate Members shall have the right to vote as Members at meetings of the Executive Committee.  

Section 2.  Duties.  The Executive Board shall function as, and perform the duties of, a Board of Directors.  It may make recommendations to, and be assigned duties by, the President.

Section 3.  Meetings.  The Executive Board shall normally meet once per month at such time and place designated by the President.  If the President fails to so designate, any two (2) members of the Executive Committee may call a meeting and designate the time and place for such meeting. 

Section 4.  Notice of Meetings.  Notice of meetings of the Executive Board containing the agenda shall be given as provided in Article XI, Section 1 hereof.

Section 5.  Quorum.  A quorum at any meeting of the Executive Board shall consist of a majority of the entire membership of the Executive Board.  The vote of a majority of the Board Members present at a meeting at which a quorum is present shall be the act of the Executive Board.

Section 6.  When Meeting Not Required.  Any such action required or permitted to be taken at a meeting of the Executive Board may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject matter thereof.

Section 7.  Quorum -- Determination – Adjournment.  Representation in person of at least one-third of the Members of the Executive Committee shall constitute a quorum at all meetings of the Executive  Board, or of committees, for the transaction of business except as otherwise provided by statute or by the Charter.  If, however, such quorum shall not be present at any meeting, those present in person shall have power to adjourn the meeting from time to time without notice, other than announcement at the meeting, until a quorum shall be present.  At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 8.  Effect of Quorum.  If a quorum is present, the affirmative vote of a majority present at the meeting shall be the act of the Executive Board unless the vote of a greater number of Members is required by law, the Charter or by these Bylaws.

Section 9.  Liaison Member.  One Member who is a Member of the Executive Board shall serve as liaison to the Board of Directors of the Frayser Community Development Corporation (FCDC), shall attend all meetings of such Board and shall report back to the Executive Board on the activities and business of the FCDC.

Section10. The FCA Executive Board is empowered to search for, employ, terminate, train, and assign an Executive as needed to further the work of the FCA. If an Executive Director is retained, the Executive Director shall exercise the specific powers given by the FCA Board, particularly those pertaining to the day-to-day operation of the FCA, and including searching for, employing, terminating, training and assigning other staff. In the absence of an Executive Director, the FCA Executive Board may hire or terminate staff as it deems necessary.

 

 

 

 

 ARTICLE VIII.

 ELECTION OF OFFICERS AND EXECUTIVE BOARD MEETINGS

Section 1.  Election at Annual Meeting.  At each Annual Meeting there shall be elected for one-year terms the Officers designated in Article VI and the other Members of the Executive Board designated in Article VII, Section 1. Those elected at each Annual Meeting shall take office on February 1 following the Annual Meeting. 

Section 2.  Vacancies.  The Executive Board may declare and fill any vacancy in the elected offices and on the Executive Board by electing a Member, or an Associate Member, if the vacancy on the Executive Board was held by an Associate Member, to complete the unexpired term until the next Annual Meeting. 

Section 3. Removal of Board Members. Any Board member may be removed for good cause, including, but not limited to, disruptive conduct; interfering with Board business, violations of the Bylaws, operating procedures or code of conduct following written submission by a Board member. This requires the affirmative vote of sixty-six percent (66%) of the membership of the corporation.

 

ARTICLE IX.

COMMITTEES

Section 1.  Standing Committees.  The following Standing Committees shall be appointed by the President:
(a) Beautification

(b) Membership

(c)  Community/Media Relations (Education, Faith-based Organizations, Parks/Recreation)

(d)  Events

Section 2.  Ad hoc Committees.

1. Nominating Committee
2. Bylaws Committee

Section 3. Membership.  Committee membership shall be open to Members and Associate Members, but a majority shall be Members.

Section 4. The President may designate other committees as is deemed advisable to assist with the affairs of the FCA.  Such committees shall serve at the pleasure of the Executive Board.

Section 5. Reporting.  All committees shall keep regular documentation of proceedings and report such to the Executive Board, and its actions shall be subject to review, acceptance, amendment and reversal by the Executive Board.

Section 6. Nominating Committee - The President shall appoint a nominating committee to consist of at least three Members or Associate Members, not later than thirty days prior to the annual meeting. This committee shall nominate not less than one candidate for each executive board position which is up for election at that annual meeting. Additional nominations may be made from the floor during the annual meeting.

 

 ARTICLE X.

 GENERAL FINANCE

Section 1. The borrowing of money, execution of notes, and the entire financial business of FCA shall be authorized and directed by the Executive  Board.  The monies of the corporation shall be deposited in the name of the corporation in such bank or trust company as the Executive Board may designate and shall be drawn out only by checks signed by the FCA President, the FCA Treasurer, or anyone so authorized by the FCA Executive  Board. 

Section 2. Fiscal Year. The fiscal and program year that shall be used as the framework for strategic planning and budgeting shall be from February 1 to January 31.

 

ARTICLE XI.

NOTICES

Section 1.  How Given.  Whenever, under the provisions of applicable law, the Charter or these Bylaws, notice is required to be given to any Member, Associate Member, Executive Board Member or Committee Member, it shall not be construed to mean personal notice.  Such notice shall state the date, time and place of the meeting, and in case of a Special Meeting, state the purpose thereof and shall be given not less than ten (10) days nor more than two (2) months before the date of the meeting.  Such notice may be given in writing, by mail, e-mail, or facsimile, addressed to such person at his or her address as it appears on the records of the Corporation, with postage or other fees thereon prepaid, and such notice shall be deemed to be given at the time the same shall be deposited in the United States mail, or otherwise transmitted.

Section 2.  Waiver of Notice.  Whenever any notice is required to be given under the provisions of applicable law, the Charter, or these Bylaws, 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 XII

POLICIES

As encouraged by the IRS, FCA will consider implementing policies relating to executive compensation, conflicts of interest, investments, fundraising, documentation of governance decisions, document retention, and whistleblower claims. It will also adopt and monitor procedures to ensure that information about its mission, activities, finance, and governance is made publicly available.

 

ARTICLE XIII.

PROHIBITION AGAINST PRIVATE INUREMENT

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons.  

 

ARTICLE XIV

LIMITATIONS ON ACTIVITIES

Section 1. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

Section 2. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

 

ARTICLE XV

INDEMNIFICATION

FCA, to the fullest extent permissible under Tennessee Code Annotated and any other applicable law, shall indemnify and hold harmless Executive Board members, officers, volunteers, and employees acting in an official capacity on behalf of the FCA Executive Board against personal liability, and may advance, pay for or reimburse the reasonable expenses incurred in the defense of any proceeding to which such individuals may be named. This indemnification shall extend to such persons whether or not they continue to hold a position with the FCA Executive Board at the time such expenses and costs may be incurred.

 

 ARTICLE XVI. 

DISSOLUTION

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction 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.

 

 ARTICLE XVII.

PARLIAMENTARY AUTHORITY

The parliamentary authority of this Corporation shall be the latest edition of Robert’s Rules of Order.

 

ARTICLE XVIII 

AMENDMENTS

         These Bylaws may be amended, repealed, or altered, in whole or in part, by a two-thirds vote of those dues paying Members present when a quorum is present at any Annual or Special Meeting where such action has been announced in the call or notice of such meeting.

 

 

Approved - 1/27/2022