COVINGTON NEIGHBORHOOD COLLABORATIVE [CNC] BY-LAWS

Originally Adopted April 2004; amended January 2006, September 2008, August 2009, November 2011, April 2012, April 2014, October 2014, February 2017, January 2018, June 2018, and August 2018.

ARTICLE I - NAME 

The name of the organization will be Covington Neighborhood Collaborative (hereafter referred to as ‘CNC’). 

ARTICLE II - PURPOSE 

The organization shall be non-profit and shall be a network that provides support, offers assistance, and promotes activities that enable neighborhood associations to enrich the quality of life in Covington.  The organization accomplishes this mission by gathering and disseminating information and resources, helping neighborhoods build and maintain effective organizations, coordinating city-wide projects, providing a united neighborhood voice on city-wide issues, and promoting the financial viability of neighborhood associations. 

ARTICLE III - MEMBERSHIP and VOTING

A neighborhood association is a group of residents who advocate for or organize activities within a geographically defined Covington neighborhood.  Each neighborhood association within Covington is encouraged to participate in the CNC.  Each participating neighborhood association that becomes a member and qualifies for voting rights will have one designated vote on the CNC.  These neighborhood representatives shall serve as voting members for terms that run from January through December of each calendar year. On an annual basis, neighborhood associations that wish to be a member organization within the Covington Neighborhood Collaborative must submit a completed Member Organization Registration Form to the Chair of CNC renewing their membership in CNC, designating a representative and at least one alternate. Newly-formed neighborhood associations may join CNC at any time by submitting a request to the CNC Chair.

CNC voting membership is limited to one vote per active neighborhood association that is a CNC member organization.  An active neighborhood association is one which meets at least once every six months and has requested membership in CNC.  A neighborhood association is an active member of CNC if it has representation at regularly scheduled CNC meetings for a minimum of six months.  To qualify for voting these representatives must attend at least one CNC meeting every six months.  A representative that is authorized to cast a vote on behalf of their neighborhood association must be a resident of the city of Covington.  

Each October CNC will review its record of actively participating neighborhoods and in December notify all member neighborhood associations informing them of their voting status at CNC. The following January CNC will publish a list of all active neighborhood associations with voting membership.

Only officially designated neighborhood representatives shall be entitled to vote on CNC business; this shall include representatives that are present at the meetings, and representatives who have participated in the meeting via speaker phone, video conference, or some other such technology.  All meeting attendees, regardless of voting status, are encouraged to participate in discussions leading up to a vote. All matters requiring a vote shall be approved or not upon a vote of a majority of the quorum present at CNC meetings and recorded in the minutes of the meeting.

Emergency votes on time-sensitive issues may take place between meetings or in conjunction with special meetings when called for by the Chair of the organization.  Voting is limited to one vote per neighborhood association that is a member organization.  Emergency votes may take place via email, phone, or in person.  All matters requiring a vote shall be approved or not upon a vote of a majority of the quorum present at the CNC emergency meeting. This vote shall be recorded in the manner of a “roll call” vote of the voting membership of CNC.  This vote shall be placed in the following month’s meeting agenda to become part of that meeting’s minutes.

A CNC voting member may not vote on a CNC matter and simultaneously be running for publicly elected office. Once a CNC member officially files for election, they must step down from any position held at CNC. CNC voting members cannot hold public office. There shall be no membership dues for the organization. 

ARTICLE IV - MEETINGS and QUORUM

Meetings shall be held once a month at the Center for Great Neighborhoods of Covington, or an alternate location if desired, provided notification is presented in writing or email at least one week prior to the meeting.  All meetings are open to the public.  The Covington Neighborhood Collaborative defines a quorum as representation from half (50%) of all active member neighborhood associations.  Meeting minutes will be taken at each CNC meeting by the CNC Secretary or designated member.  With the approval of all in attendance, meetings may also be audiotape-recorded to ensure accuracy with meeting minutes.  The draft minutes will be mailed or emailed to CNC members each month by the CNC Secretary.  After the minutes are formally approved by a majority of CNC members, they will become public.   

Prior to each meeting, a reminder of the upcoming meeting will be forwarded to CNC members.  At that time, and any time prior to the day before the meeting, CNC officers will solicit items for the meeting’s agenda from CNC members. 

At each meeting, a written agenda prepared by the Chairperson will be distributed, and available upon request, to anyone not present at the meeting. 

A special meeting of CNC may be called by the Chair at any time provided all members eligible to vote at a regular meeting have been notified at least 3 days prior to the special meeting.  All minutes and decisions of the special meeting shall be considered for ratification at the next regular meeting.

A closed session may be called at a regular or special meeting upon a vote of a majority of the quorum present and recorded in the minutes of the meeting.  The chair of the meeting shall preside over the closed session which can be attended only by the formally designated neighborhood representatives.  Prior to commencement of the closed session, the issue(s) to be discussed shall be stated by the chair and the chair will ensure that discussion during the closed session is limited to the issues(s) stated.  The participants in a closed session are not to discuss or disclose the discussions had in the closed session.  No minutes or recordings are to be made during or after the session.  At the conclusion of the closed session, a motion for action may be considered by the voting members present.

ARTICLE V - OFFICERS AND ELECTIONS 

The elected officers of this organization shall be the Chairperson, the Vice-Chairperson, the Treasurer and the Secretary.  These officers shall be elected annually. The election of the officers shall be held at the December meeting by secret ballot and take effect January first. Only representatives that have been participating for a minimum of one year and attended regularly scheduled meetings are eligible for elected office. 

A list of eligible candidates for office will be provided by the Vice Chair to all members at least one week prior to the regularly scheduled October meeting.

Nominations will be at the October meeting by secret ballot. At the November meeting nominees will either accept or not accept the nomination.  Elected officers can serve no more than four consecutive terms in the same position, but may be re-elected to that same position after a one-year break. The election will result in one Chairperson, Vice-Chairperson, Treasurer and Secretary.

ARTICLE VI - DUTIES OF OFFICERS 

The duties of the Chairperson are to produce the agenda, preside over regularly scheduled and emergency meetings of the CNC and to act as spokesperson for the organization in written and verbal communications.  

The duties of the Vice-Chairperson are to fulfill the Chairperson’s duties in the event of their absence or removal and to track membership and attendance statistics for voting and quorum purposes.  The Chair and Vice Chair of the Covington Neighborhood Collaborative are the only authorized individuals to speak publicly on behalf of the organization, unless the Chair appoints another representative to speak on a specific issue.  

The duties of the Treasurer are to process the Request Form for accounts payable or accounts receivable, acquire the monthly accounting report from the Center for Great Neighborhoods and report the financial condition at member meetings.  

The duties of the Secretary are to take the meeting minutes and distribute them, arrange meeting times and locations, and produce meeting notifications and reminders.

ARTICLE VII - REMOVAL & REPLACEMENT OF OFFICERS 

Any officer who fails to meet the obligations and responsibilities of the office may be removed by a “vote of no confidence” by three-fourths of the quorum present at CNC meetings and recorded in the minutes of the meeting.  Any removal vote must include a one-month written notification to all officers and member neighborhood representatives.  

Prior to the vote, the officer will be given an opportunity to address the meeting attendees.  In the event that a sitting Chairperson is removed from office, the Vice-Chairperson will act as Chair until an election is conducted to replace the former Chairperson at the subsequently regularly scheduled CNC meeting.  In the event that any other sitting officer is removed from office the membership of CNC will elect a new officer at the next regularly scheduled meeting of the membership.

ARTICLE VIII - COMPENSATION 

No member of CNC shall be entitled to receive compensation for any service, activity, or work performed as an officer or member of this organization. 

ARTICLE IX - COMMITTEES  

The organization shall retain the right to establish committees as needed.  Committees may be established by a majority vote of the members present at either a regularly scheduled or emergency CNC meeting.  

ARTICLE X - AMENDMENTS

These By-Laws may be amended by two-thirds of the quorum present at CNC meetings and recorded in the minutes of the meeting provided that the amendment has been presented in writing or email at least one week prior to the amending vote.  

ARTICLE XI - ISSUE ENDORSEMENTS AND POLITICAL ACTIVITY 

The adoption of an endorsement shall require a vote by two-thirds of the quorum present at CNC meetings and recorded in the minutes of the meeting.  Individuals or organizations seeking endorsement from the Covington Neighborhood Collaborative on particular issues are required to present the issue for consideration at a regularly scheduled meeting.  The Covington Neighborhood Collaborative does not speak on behalf of any individual neighborhood association; therefore, an endorsement signifies that a majority of neighborhood representatives have voted in favor of an issue. 

The name of the organization shall not be used by any person for any purpose, whatsoever, without the approval of a two-thirds vote of a majority of the quorum present at CNC meetings and recorded in the minutes of the meeting.   

The Covington Neighborhood Collaborative is not a political body and does not engage in partisan politics nor does it endorse specific candidates for elected office.   

Individual statements by members/representatives of CNC should not be viewed as official statements of CNC or any group they represent, even when being shared among representatives, unless noted as a voted upon position by CNC. 

ARTICLE XII - DISSOLUTION OF THE ORGANIZATION 

This organization may be dissolved with a vote of three-fourths of the quorum present at a CNC meeting and recorded in the minutes of the meeting. In the event CNC is dissolved, The Center for Great Neighborhoods of Covington (CGN) will retain any debts or assets held by CNC at the time of dissolution

ARTICLE XIII - FISCAL AGENT/LIABILITY 

The Center for Great Neighborhoods of Covington shall remain the fiscal agent for the Covington Neighborhood Collaborative. The Center for Great Neighborhoods of Covington’s liability insurance coverage extends to projects that are cosponsored by the two organizations.   

Any and all disbursements made by CNC from its funds must be approved by a majority of the quorum present at CNC meetings, recorded in the minutes of the meeting and enacted via the Request Form Process by the Treasurer signed by both the Treasurer and the Chair.  Any disbursement deemed urgent must be approved by two signatures (the Chair and the Treasurer), not to exceed $100.00, and placed on the agenda for a vote of approval by the CNC membership at the next regularly scheduled meeting. 

CNC Bylaws Amended 2018-08 final version (Approved)

CNC follows a straightforward spending approval process, as outlined in the CNC Bylaws, to support transparency and accountability. All disbursements from CNC funds must be approved by a majority vote of the quorum at a CNC meeting, recorded in the meeting minutes, and processed using the CGN Payment Request Form by the Treasurer with signatures from both the Treasurer and the Chair. If an urgent expense arises between meetings, it may be approved with two signatures (Chair and Treasurer) up to $100, and must be placed on the agenda for a vote of approval at the next regularly scheduled CNC meeting.