The Corporate By-Laws

of the

Southside Preservation and Enhancement Alliance, Inc.

Huntington, West Virginia

ARTICLE I

Purpose and Restrictions

 1.1 The purposes for which The Southside Preservation and Enhancement Alliance, Inc. (The Alliance) is formed are primarily charitable and educational.  The Alliance is dedicated to the improvement of Huntington’s Southside District and the preservation of The Southside as a safe, well-policed and well-maintained residential area predominately made up of owner-occupied, single-family residences.  To perpetuate a desirable quality of life for its residents and residents of the City of Huntington generally, The Alliance shall promote the exterior upkeep and overall maintenance of all Southside structures and grounds, a living environment free from trash, litter and noise pollution, both on its streets and its parcels, and a vigilant monitoring and elimination of the forces which result in urban blight and threaten the public’s general welfare. The Alliance shall also strive for a welcoming environment for visitors and the economic viability and reputation of Southside and its residents.

1.2  At the time of the establishment of the City’s neighborhood organizations, Huntington defined the boundaries of the Southside Neighborhood Organization.  The Alliance defines the Southside somewhat differently, reflecting tradition and current local custom.  Thus, The Alliance defines Huntington’s Southside as the area enclosed  by the property belonging to CSX Railway to the north, extending to 5th Street West, then south to the west side of 9th Avenue then west to the west side of 7th Street West, extending to the west side of 16th Street to the east up to Charleston Avenue and extending to Interstate 64 to the south. This boundary arrangement therefore excludes the traditional Highlawn neighborhood, which today maintains its longstanding separate identity, but includes Enslow Park and The Southern Hills of the City.

1.3  Notwithstanding any other provision of these bylaws, this provision restricts the corporation from carrying on any activities not permitted to be carried on 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 by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code or corresponding sections of any future federal tax code. The corporation is accordingly prohibited from and will not participate in, or intervene in, any political campaign on or behalf of any candidate for public office.   No part of net contributions or earnings of the corporation inure to the benefit of, or can be distributable to, its members, trustees, officers, or advisors except that the corporation shall be authorized and empowered to reimburse members of those classes for reasonable expenses paid out of pocket and only related directly to the furtherance of the purpose of the corporation and authorized by the Board of Directors in advance of said expenditure.

ARTICLE II

Membership  

2.1  Members:  Membership shall be open to any person or organization supporting the purposes of the corporation as specified above and as further delineated by The Alliance’s Board of Directors and who is accepted for membership as provided for in the By-Laws.  All members must affirm that they support the stated objectives of this organization as further defined below.

2.2 Dues:  Annual dues shall be $30.00 per household and pertain to all members of the household who sign The Alliance’s membership application.  A household is made up of persons residing at one specific address (apartment or single-family dwelling).  Each person who is accepted as a member must agree in writing to support the purpose of The Alliance.  Persons who do not support the purpose of The Alliance will not be accepted as members, despite residing in a household wherein others do support the purpose of The Alliance and dues have been paid.  Dues may be changed at any time as may be prescribed by resolution of the Board of Directors.  Dues shall be paid by all households each year and are to be due at the beginning of the fiscal year.  If paid after July 1st dues shall be reduced at all membership levels by half.

2.3  Termination of Membership:  Membership shall terminate for non-payment of dues when such payment is not made within ninety (90) days of the close of the fiscal year and billing for said dues.  Dues are to be billed 30 days prior to the close of a fiscal year.  The membership must be terminated if dues payment is not made within the 90-day grace period.  A member may voluntarily resign from membership, but no part of such member’s dues shall be refundable by reason of such resignation. The Board of Directors may terminate a member’s membership for cause to include interference with and/or disruption of the mission and objectives of the organization by any member.

ARTICLE III

Meetings of Members 

3.1  Annual Meeting:  The annual meeting of the members of the corporation shall be held during each fiscal year at a time and place to be determined by the Board of Directors.

3.2  Business of Annual Meeting:  The business of the Annual Meeting shall include the election of officers and other members of the Board of Directors, the rendering to the membership of the Directors’ annual report, and the transaction of such other business as may properly come before the meeting.

3.3  Regular Meetings:  Regular meetings of the members should be held quarterly if possible and no less than four such meetings shall held annually.  One of these meetings shall be the statutorily required annual meeting.

3.4  Special Meetings:  Special meetings of the members may be held at any time upon the call of the President or a majority of the Executive Committee or the Board of Directors.  Four meetings annually should

3.5  Notices:  Written notice of the time and place of meetings of the members of the corporation shall be sent to all members not less than fourteen (14) days in advance of the date of such meeting. In all cases of special meetings, the notice shall include the purpose(s).

3.6  Quorum:  The members present when the meeting is called to order shall constitute a quorum for the transaction of business at any annual or special meeting of the corporation.

3.7 Voting:  Each member shall be entitled to one (1) vote on each matter submitted to a vote of the members.

3.8  Proxy:  A member entitled to vote may vote in person or may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from date of its execution.

ARTICLE IV

Board of Directors

4.1  Number:  The affairs and administration of the business and property of the Corporation shall be managed by the Board of Directors.  The Board of Directors will consist of at least nine (9) members as follows:  The President, the Vice President, the Secretary, the Treasurer, and five additional directors elected by the membership.  The Board may create up to six (6) additional seats, either by the addition to the Board of at large members, or committee chairs, or ex officio members, or professional representatives.

4.2  Term of Office:  The Board of Directors shall consist of at least nine (9) Directors.  Each director shall serve three-year terms.  Directors will be elected by the members at the annual meeting.  Each Director so elected will hold office until the expiration of the term for which she/he was so elected, and until her/his successor has been duly elected and qualified, or until her/his prior resignation or removal.  Any Director who has served two (2) consecutive full three (3) year terms, shall be ineligible for re-election as a Director or officer until one (1) year has elapsed following the date of the expiration of the second (2nd) consecutive term of office, except if this provision is waived by the Board of Directors.

4.3  Election of Directors: The Directors of the Corporation shall be elected at the annual meeting of the members. The elections shall be decided by a majority of the votes of the members present in person or by proxy.

4.4  Vacancies: In the event of a vacancy occurring in the Board of Directors, either by increase in the number thereof, or otherwise, the remaining Directors, by affirmative vote of a majority thereof expressed at a duly called meeting of the directors, may fill such vacancy until the next annual meeting of the members.

4.5  Removal:  If a Director shall fail to attend in person three (3) duly called meetings of the Board of Directors in one year, then such person shall be removed as a member of the Board of Directors unless a majority of the remaining members of the Board of Directors shall vote to have such persons continue to serve as a member of the Board of Directors.

4.6  Directors Ex-Officio: The Board of Directors may designate any person to serve as an Ex-officio Director, Honorary Director or Advisory Director, such person to have such powers, duties, and functions as shall be prescribed by resolution of the Board of Directors.

 4.7  Chairman of the Board of Directors: The President of the Corporation shall serve as the Chairman of the Board of Directors.

4.8  Compensation:  No compensation shall be paid to the members of the Board of Directors for their services as such members, but they may be reimbursed for actual, proved expenses necessarily incurred by them while performing other duties on behalf of the corporation at the direction of the Board.

4.9  Meetings:  Regular and special meetings of the Board of Directors shall be held at such time and place as the Board or the chairman shall from time to time determine. 

4.10  Notice:   Written notice or notice by telephone, text message or email of the time and place and, in the case of special meetings, the purpose of every meeting of the Board of Directors shall be given no less than three (3) days prior to such meeting. The requirement for furnishing notice of a meeting may be waived by any Director who signs a Waiver of Notice before or after the meeting or who attends the meeting without protesting the lack of notice to him/her.

4.11  Quorum: A quorum of the Board of Directors shall consist of a simple majority of the total membership of the Board who are present either in person or by proxy.

4.12  Voting:  Each member of the Board of Directors shall be entitled to one (1) vote on each matter submitted to a vote of the Directors.

ARTICLE V

Committees

5.1 There are Standing committees and there are Ad hoc Committees of The Alliance.  

5.2  Standing Committees are the permanent committees of The Alliance.  The chair and members shall be appointed by the president and confirmed by a majority of the Board of Directors or Executive Committee.  Each Committee shall report to the Board of Directors at each of its meetings.   

5.3  Ad hoc Committees are committees created to perform a specific task for The Alliance a period of time.  Such committees shall be created by a majority approval of the Board of Directors and may be proposed by any Board member.  The chair and committee members shall be appointed by the President and confirmed by the approval of a majority of the Board of Directors or Executive Committee.  Each Committee shall report to the Board of Directors at each of its meetings.

5.4   Standing Committees:  The Standing Committees of The Alliance are: 

A.  The Executive Committee:  There shall be an Executive Committee of five (5) members consisting of the four (4) elected officers:  President, Vice-President, Secretary, Treasurer, and one member-at-large of the Board of Directors who shall be elected by the Board of Directors.

1.  This Committee shall adopt its own rules with respect to procedure and shall meet at such times and places as may be deemed advisable. When the Board of Directors is not in session, the Executive Committee shall have the power and authority of the Board, and particularly shall have charge of the activities of this Corporation and direct supervision over its affairs and operation, provided, however, it shall be subject always to the supervision and control of the Board of Directors. 

2.  No committee, other than the Executive Committee, shall have the power to obligate the Corporation in any manner without the approval of the Board of Directors or the Executive Committee.  The Executive Committee shall have the right to make commitments for the use of The Alliance’s funds in an amount not exceeding $250.00.

B.  Membership Committee:  This committee shall have not less than five (5) members.  This committee shall:

1.  Be responsibile for the growth of The Alliance, the retention of The Alliance’s members as well as the ongoing recruitment of new members of The Alliance in order to sustain the viability and effectiveness of the o

2.  Take close care to ensure that all members of The Alliance are fully supportive of the goals and objectives of the organization, as formalized by the Board of Directors in an ongoing fashion, and as reauthorized annually at the annual membership meeting.

C.  Structures and Parcels Committee:  This committee shall consist of not less than four (4) members.  This committees shall: 

1.  Maintain a list of endangered buildings and neglected lots in Southside divided into four categories:  

A. Structures and lots/parcels in a state of abject neglect and City or owner slated for demolition,

B. Structures and or lots/parcels currently endangered due to an extreme state of neglect/dilapidation,

C. Structures and or lots/parcels in a moderate state of neglect/dilapidation, and

D.  Structures and or lots/parcels of concern that are showing signs of neglect and in decline.  

2.   Rate the architectural and historical significance of these endangered/neglected structures so as to aid in the prioritization of assistance the organization may provide in resolving related issues.

D.  Compliance Committee:  This committee shall consist of not less than five (5) members.  This committee shall:

1. Work with the Structures and Parcels Committee to maintain a vigilant watch for important offenses committed in violation of city code and/or state law as related to the mission/objectives of The Alliance, especially those  involving the appearance and maintenance of Southside structures, lots, greenspaces, streets and alleys and including litter, parking, vagrancy and vehicular excessive noise and speed

2.  Report mission related violations to the appropriate authorities in an effort to secure compliance.

3.  Follow-up systematically with the appropriate authorities to assure proper completion of enforcement has been attained.

E. Ritter/Memorial Park Committee:  This committee shall consist of not less than five (5) members.  This committee shall:

1..  Assist, through the various means available to The Alliance, the Greater Huntington Park and Recreation Commission in an effort to attain a very high level of protection for and maintenance of these parks in their  entirety because The Alliance recognizes that they are very special and are the outstanding recreational and historic centerpiece of Southside as well as a leading attraction for the city as a whole

F.  Program Committee:  This committee shall consist of no more than than five (5) members.  This committee shall:

1.  Seek to educate the public about the significance of and methods required in order to sustain safety and maintain property ambiance and values in Southside.

2.  Develop topics and the procurement of speakers for The Alliance’s periodic public presentations related to the preservation and enhancement of the Southside and other topics of regional interest and arrange for such presentations following the approval of the Board of Directors.

3.  Maintain a roster of authorities on various aspects of neighborhood improvement, horticulture, street, park, tree lawn ambiance, structural preservation and maintenance, any of whom will make themselves available as resources for Southside property owners.

4.  Provide information and assistance to property owners, government officials, contractors, and other interested parties regarding restoration methods, appropriate materials and the federal standards for proper maintenance and restoration of historic structures and historic districts.

G.  Public Relations Committee:  This committee shall consist of not less than five (5) members.

This committee shall:

1. Be responsible for the publication of a newsletter disseminating information about The Alliance’s objectives and progress in their attainment.  The newsletter must exhibit a high standard of quality and be produced at intervals deemed appropriate by the committee in conjunction with the Board of Directors. 

2.  Seek publicity for all Alliance events, especially educational programs and the membership growth events. 

3. Develop cooperative relationships between The Alliance and the news media and the routine dissemination thereby of information regarding newsworthy information relating to The Alliance’s activities and various objectives and priorities for Southside’s preservation and enhancement.

4.  Establish a high-quality website and/or Facebook presence for The Alliance and make sure that The Alliance is well represented in whatever media develops in the future.

H. Bridges Committee:   This committee shall consist of not less than three (3) members.  This committee shall:

1.  Work with the Greater Huntington Park and Recreation Commission on the 12th Street bridge over Four Pole Creek, The Huntington City Council and Mayor on the 8th Street bridge over Four Pole Creek and the State of West Virginia on the 5th Street bridge over Four Pole Creek on design and construction related to pending bridge replacement, as well as on plans for further bridge designs and construction.

2.  Provide input to the above entities regarding Southside residents’ interests as they are related to maintaining these bridges.

3.  Closely monitor the replacement of the 5th and  8th Street bridges and subsequent replacements of the two other brideges to ensure that their replacements are historically appropriate. 

3.  Ensure that the owners of these four bridges properly maintain their appearance by inspecting them annually and following up to achieve a high level of maintenance to avoid appearance or structural deterioration.

I.  Ritter Park Historic District Committee:   This committee shall consist of not less than three (3) members.   This committee shall:

1.  Protect and preserve the existing Ritter Park Historic District designation in the National Register of Historic Places.              

2.  Work with the West Virginia State Historic Preservation Office and local residents and historic preservation consultants in order to research, plan for and promote the expansion of the boundaries of the Ritter Park Historic District in conjunction with present day standards for such districts.

J. Nominations Committee:   This committee shall consist of not less than four board members, two of whom are the President and Vice President and one Alliance member who is not serving on the Board of Directors.  This committee shall:

1.  Select members to run for seats on the Board of Directors and Officers of the Corporation

2.  Provide such other nominations to the board and membership as directed by the Board of Directors or Executive Committee from time to time.                                                             

                                                                   ARTICLE VI

Officers

6.1  Enumeration:  The officers of the Corporation shall be a President, a Vice-President, a Secretary, a Treasurer, and such other officers as the Board of Directors may from time to time designate.  

6.2  Election and Term of Office:  The officers of the corporation shall be elected by the membership at the initial  organizational meeting of the membership and thereafter shall be elected by the membership at each annual meeting of the membership of the corporation for a term of one (1) year but shall hold office until their successors are elected and qualified.  Any officer, however, may be removed at any time by the affirmative vote of a majority of the Board of Directors at any duly called regular or special meeting of the Board of Directors with notice of such proposed action.  No member may serve in any one office for more than three (3) full, consecutive one (1) year terms, except if this provision is waived by the Board of Directors.

6.3  Vacancies:  A vacancy in any office occurring by reason of death, resignation, or otherwise shall be filled by a member selected by a majority vote of the Board of Directors for the unexpired term thereof.

6.4  President:  The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the Board of Directors, the Executive Committee, and the membership. The President shall set each meeting agenda, appoint all committee chairs and all committee members.  The President shall have the general powers and duties of supervision and management which pertain to the office and shall perform such other duties as may be properly required by the Board of Directors or the Executive Committee.  The President and the Treasurer shall be co-signatories on all checks drawn on The Alliance’s bank account(s).

6.5  Vice-President:  The Vice-President shall have the duties from time to time delegated by the President or assigned by the Board of Directors or by the Executive Committee. In the absence or disability of the President, the Vice-President shall perform the duties and possess and exercise the powers of the President.

6.6  Secretary:  The Secretary shall make or cause to be made a record of all meetings of the members of the Corporation, and the Board of Directors. The Secretary shall be responsible for the timely distribution of all notices of meetings of the Corporation, and its Board and shall perform such other duties as usually pertain to the office or as are properly required by the President, Executive Committee and/or the Board of Directors.

6.7  Treasurer:  The Treasurer shall receive, have custody of, and disburse the funds of the Corporation under the direction of the Board of Directors or the Executive Committee and shall maintain an accurate record of all such activities. The Treasurer shall deposit all funds in the name of the Corporation and shall provide an audited report to the membership at the annual meeting. The Treasurer shall have authority to delegate these tasks to a responsible professional person or agency under his supervision and with the approval of the Board of Directors. It shall be a duty of the Treasurer to arrange for an independent accounting review or audit of the financial books, records and transactions of the Corporation annually. The Treasurer shall perform such other duties as usually pertain to the office or as are properly required by the President, Board of Directors or the Executive Committee.  The Treasurer and President will be co-signatories on all checks drawn on The Alliance’s bank account(s).

6.8  Compensation:  No officer shall receive compensation from the Corporation for services performed in an official capacity, but officers may be entitled to reimbursement for reasonable and necessary expenses incurred in the performance of their official duties by authority of the Board of Directors or the Executive Committee.

ARTICLE VII

Fiscal Year

7.1  The fiscal year of the corporation shall be July 1 to June 30.

ARTICLE VIII

Dissolution

8.1  In the event of dissolution, all of the remaining assets and property of the corporation shall, after necessary expenses related thereto and any remaining obligations are satisfied shall be distributed to such organizations with purposes as shall qualify them under Section 501 (c) (3) of the Internal Revenue code of 1954, or corresponding provision of any future United States Internal Revenue Code and in accordance with sections 31-1-154 through 31-1-158 or subsequent corresponding provisions of the West Virginia Code.

ARTICLE IX

Amendments

9.1   Amendment by members:  These by-laws may be amended or repealed in whole or in part by the affirmative vote of a majority of the members present and voting at any annual meeting of the members or at any special meeting of the members, provided that notice of such meeting contains a statement that amendment of the by-laws will be proposed at said meeting.