THE MANCHESTER ALLIANCE BY-LAWS

As Amended September 26, 2007

ARTICLE I. NAME
The name of this organization shall be The Manchester Alliance.

ARTICLE II. PURPOSE
The Manchester Alliance is a neighborhood association encompassing residents, businesses and property owners that share common ideals and goals for the land and improvements defined by its physical boundaries. Those boundaries include the James River to the North and East, Maury Street to Commerce Road, Commerce Road to Hull Street and Hull Street to Cowardin to the South and Cowardin Avenue to the West. The common interests of the Manchester Alliance include, but are not limited to the following principles:

To support innovative, responsible development that is architecturally inspiring, sustainable and appropriate in scale and use.

To be advocates for the integrity of mixed-use and public amenities, while respecting the history of the neighborhood through quality renewal and restoration.

To endorse diverse, social, cultural and economic growth through a collaborative effort of area property owners and the City of Richmond.

To ensure a safe and inviting environment by means of avid communication among area property owners and the City of Richmond Police.

ARTICLE III. MEMBERSHIP
1. Membership shall be open to everyone living in, owning property and owning a business within the Manchester Alliance boundaries.

2. Members shall be those persons who have paid their dues of $25.00 in full during the current calendar year, being January 1 through December 31. Only members shall be entitled to vote upon any question before the general membership.

3. Each member shall have one vote.

4. An up-to-date membership roster shall be maintained by the Secretary. The roster, including contact information shall be available at each general meeting.

ARTICLE IV. OFFICERS AND THEIR DUTIES
1. The officers of the Association shall be a President, Vice President, Secretary, and Treasurer. These three (4) officers, three (3) Directors at Large, and one (1) representative from North of Commerce Road in addition to one (1) representative South of Commerce Road shall constitute the Board of Directors of the Association. The Board of Directors shall meet regularly each month and at the call of the President. At each meeting of the Board of Directors, the agenda for the membership meeting which follows shall be prepared and approved by the Board. Meetings of the Board of Directors shall be open to any current member of the Association on a non-voting basis.

2. All persons nominated to office and holding office in the Association shall be members as defined in these by-laws. All persons elected to office in the Association shall maintain their membership status through their term of office.

3. The President shall be the executive officer of the Association and the presiding officer at meetings of the Association and of the Board of Directors.
The President may represent the Association at civic and other public functions. The President shall act as the spokesperson for the Association when directed to do so by the membership of the Association. The President shall have the authority to engage in correspondence on behalf of the Association and, subject to the approval of the Board of Directors, shall have authority to execute contracts on behalf of the Association. The President shall, subject to the approval of the Board of Directors, appoint the chairs of any standing committees of the Association including such vacancies as may occur. The President may serve as an ex officio member of all standing committees.

4. The Vice President shall act for the President in case of the absence of the President. The Vice President shall perform such other duties as the President or the Board of Directors may assign.

5. The Secretary shall be responsible for the recording of the minutes of all meetings both of the Board of Directors and of the membership of the Association. Unless stated otherwise within the resolution, all resolutions shall expire and be removed from the active list one year after adoption or at such time as the issue is resolved by a legislative body. A resolution may be renewed by majority vote of the membership. The Secretary shall perform such other duties as the President or the Board of Directors may assign.

6. The Treasurer shall collect all the funds of the Association and disburse the funds as stated in Article IX, Section 6, and maintain accurately the financial records of the Association, and shall be a signatory on all accounts of the Association. The Treasurer will ensure that an independent review of the Association’s books is made in April before the new Treasurer assumes office. The Treasurer shall prepare a proposed budget for presentation to, and approval of, the membership at the January meeting of each year. The proposed budget shall contain statements of proposed expenditure for both operating expenses and community projects. The proposed budget shall be presented to the Board of Directors at its January meeting.

8. The Directors at Large shall perform such duties as may be assigned by the President or the Board of Directors.

9. The North and South of Commerce Road representatives shall perform such duties as may be assigned by the President or the Board of Directors.

ARTICLE V. NOMINATIONS, ELECTIONS, AND TERMS OF OFFICE
1. A Nominating Committee shall be appointed by the Board of Directors at its September meeting. The committee will be composed of two current members of the Board of Directors and two persons who have not served on the Board for at least three years. No person who shall be a candidate for office shall serve on the Nominating Committee.

2. A slate of officers and Directors at Large shall be presented by the Nominating Committee at the _______ meeting of the membership. Nominations may be made from the floor at the membership meetings.
All nominees shall be members of the Association at the time of their nomination.

3. Elections shall be held at the September membership meeting, after the nominations are closed. Where there is more than one candidate for an office, ballots or another suitable method of counting votes may be employed. Where there is one candidate only for an office, that candidate may be elected, upon motion properly made and seconded, by acclamation.

4. Where written ballots or other method of counting votes is used, the President shall appoint three tellers to assist in the vote count. The results of the vote shall be announced before the adjournment of the September Meeting.

5. All officers shall be elected by a majority of those members present and voting. All Directors at Large shall be elected by a plurality of those members present and voting.

6. Terms of office for all officers and Directors At Large shall run from October 1st to September 30th. The term of office for officers shall be two (2) years, and the term of office for Directors At Large shall be two (2) years. One (1) North of Commerce Road representative and one (1) South of Commerce Road representative shall be elected in even years and three (3) Directors at Large shall be elected in odd years. Board members and officers may serve two (2) consecutive terms.

7. In the event the President is unable to complete his term, the Vice President shall succeed to the position of President for the remainder of the unexpired term and shall be eligible for nomination and election to the office of President in the year immediately following such succession. If the Vice-President assumes the office of President, a Director-At-Large shall succeed to the position of Vice-President until the call of a special election and shall be eligible for nomination and election to the office of Vice-President in the year immediately following such succession.
In the event any other officer, Director at Large or Representative from North or South of Commerce Road shall fail to complete their terms, the Board of Directors shall propose replacement officers, Directors at Large or Represenatives to the membership at the next membership meeting, and the membership of the Association shall elect a replacement. Nominations may also be made from the floor for such replacement and elections held pursuant to the provisions of this article.

ARTICLE VI. MEETINGS
1. Regular meetings of the membership shall be held every month.

2. The President of the Association may call special meetings of the Association, other than regularly scheduled meetings.

3. A majority vote of the members present at any meeting shall be necessary to pass any measure, except as provided for in Article V, section 5, regarding the election of Directors at Large.

ARTICLE VII. BOARD OF DIRECTORS
1. The Board of Directors shall meet regularly each month and at the call of the President. The President shall preside at meetings of the Board but shall only vote in case of a tie. A majority vote of the Board shall constitute a quorum. A majority of the Board members present shall be required to pass any measure.

2. The Board of Directors shall be responsible for the ongoing operation of the Association. The Board shall not act without the approval of the membership, as evidenced by resolution duly moved and seconded at the membership meeting, on the selection of community projects to which Association monies or volunteers will be committed; on changes to the by-laws of the Association; on correspondence espousing support for political or social causes or movements; or supporting or opposing land use issues. Upon the passage of such resolution, the Board may act to carry out the will of the membership as expressed in such resolution.

3. If any officer, Director at Large or Representative misses three consecutive or a total of six meetings, the Board of Directors shall be empowered to recommend to the general membership that the officer or Director be replaced.

ARTICLE IX. CONTRIBUTIONS AND FINANCES
1. The fiscal year shall run from January 1 through December 31.

2. The amount of membership dues may be changed upon the recommendation of the Board of Directors and approval by vote of the membership.

3. The membership shall vote at the January membership meeting on the budget prepared by the Treasurer. The budget submitted by the Treasurer shall contain both an operating budget for the day-to-day expenses of the Association, and a special projects budget which shall detail any proposed expenditures of Association funds. No funds shall be expended by the Association unless first approved by the membership as part of the budget, except as provided in Article VII, section 2 above.

4. The Treasurer shall receive all dues and all other receipts and deposit them in a banking account of the Association. A portion of the association’s cash assets may be invested in an interest bearing account.

5. The Board of Directors shall have the authority to authorize the expenditure of monies from the Association's operating account as set out in an approved budget, subject to the provision of Article VII, section 2 above.

6. The Treasurer shall be authorized to sign any checks under $200. Checks in the amount of $200 or more require two signatures, the President, Vice President or Treasurer.

ARTICLE X. PARLIAMENTARY AUTHORITY
1. Roberts Rules of Order, Current Edition, shall govern the operations of the Association in all cases to which they are applicable and in which they are not inconsistent with these by-laws. These by-laws shall govern in case of such inconsistency.

ARTICLE XI. AMENDMENTS
These by-laws may be amended at any meeting of the Association by a vote of two-thirds of those present, provided that the proposed amendments have been submitted in writing to the members at least 10 days prior to the date of the regular or called membership meeting. Such submission of the proposed amendments shall be either by mail or by the means ordinarily used to distribute the newsletter.
Approved by the Board of Directors and Membership (September 26, 2007)

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