April 2022 Revised
THE DOWNTOWN NEIGHBORHOOD ASSOCIATION OF SAVANNAH, GEORGIA, INC.
1.1 The name of the association shall be The Downtown Neighborhood Association of Savannah, Georgia, Inc. (the “DNA”).
PURPOSES & GOVERNING INSTRUMENTS
2.1 Section 501(c)(3). The DNA is a nonprofit association organized exclusively for charitable, educational and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States internal revenue law (the “Code”).
2.2 Purpose. The general purpose of the DNA is to promote, in such ways and by such means as may seem appropriate to the Membership thereof, the general welfare of residents of the Landmark Historic District of Savannah, Georgia (the “District”). The “general welfare” shall include, but not be limited to, all matters affecting the standards of health and safety in the District, the maintenance of the District’s unique architectural environment, the quality of life for residents in the District and the encouragement of restoration within the District.
2.3 Mission, DNA’s Mission is to promote quality of life in Savannah’s National Historic Landmark District, protect Savannah’s unique downtown environment, and advocate for public policies which support these objectives.
2.4 Revenue. Nothing contained in these Bylaws shall be construed to limit the DNA’s authority to raise revenue for any purpose compatible with its general purpose as set forth herein by any means deemed appropriate by the Board or the Membership.
2.5 Governing Instruments. The DNA shall be governed by these Bylaws and such additional policies and procedure as shall be duly adopted by the Board or the Membership from time to time.
MEMBERSHIP & VOTING
3.1 Membership. Membership in the DNA shall be open to any of the following upon the payment of such annual dues as the Board or the Membership shall determine from time to time:
a) Any individual or family who supports the purposes of the DNA, as stated in these Bylaws, whether or not such person or family is a resident of the District.
b) Any commercial, industrial or charitable organization that supports the purposes of the DNA.
3.2 Dues. Continued membership in the DNA is contingent upon the timely payment of annual membership dues.
3.3 Voting. On all matters that come before the DNA Membership for a vote, each individual member and each commercial, industrial or charitable member shall be entitled to one vote. In the case of family members, each family unit may designate up to two members who may each cast a vote.
3.4 Non-Voting Members. The Board shall have the authority to establish and define non-voting categories of membership.
BOARD OF DIRECTORS
4.1 Management. Unless otherwise stated in these Bylaws, the business and affairs of the DNA shall be managed by the Board of Directors (the “Board”).
4.2 Board Makeup. The Board shall consist of all the Officers of the DNA, as defined below, plus as many additional Directors as necessary to constitute a minimum of eight (8) and a maximum of twelve (12). However, the number of Directors may be increased or decreased at any time by a majority vote of the Board, provided that no decrease in the number of Board members shall have the effect of shortening the term of an incumbent Director. The Directors shall serve staggered two-year terms, with such terms commencing at the conclusion of the Annual Meeting at which the Directors are elected and ending at the conclusion of the Annual Meeting two years hence. (In order to provide for staggered terms, in the first election after adoption of these amended Bylaws, half of the eligible Board positions shall be elected for one-year terms only.) A Director shall be eligible for reelection to succeed himself or herself for one additional two-year term. Following a one-year absence from the Board a former Board member is eligible to serve on the Board for two additional two-year terms. Appointments to fill a vacant position for more than one year will count as a full two-year term for purposes of the foregoing limitation. EXCEPTION: In the event an Essential Position on the Board remains unfilled, the current occupant of that position may continue to serve until a qualified replacement is selected. Essential Positions on the Board are the four Officers, the Holiday Tour of Homes chair, and the Events chair.
4.3 Qualifications. Directors shall be natural persons who have attained the age of 21 years and are members in good standing of the DNA. To be a member in good standing requires current payment of annual dues and regular participation in DNA activities. In addition to the foregoing, only residents of the District are eligible to serve as Officers of the DNA.
4.4 Regular Meetings. The Board shall hold at least six (6) regular meetings per fiscal year, at such times and places as determined by the President. Notice of such meetings shall be given in the manner described below.
4.5 Special Meetings. Special meetings of the Board may be called by or at the request of the President or one-third of the Directors. The person or persons calling the special meeting shall fix the time and place thereof.
4.6 Notices. Notice of regular meetings of the Board may be provided as determined by the Board. Notice of any special meeting shall be given by written notice at least two days in advance of such meeting and delivered in person, by facsimile or by electronic transmission, or by written notice by United States mail deposited at least seven days before the meeting at the address as it appears in the records of the DNA. Except as otherwise provided herein, neither the business to be transacted at nor the purpose of any meeting need be specified in the notice.
4.7 Waiver. Notwithstanding the foregoing notice requirements, the attendance of a Director at a meeting shall constitute a waiver of notice of that meeting, except where that Director attends the meeting solely for the purpose of objecting to the transaction of business at the meeting.
4.8 Quorum. A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board. If less than a quorum is present at a meeting, a majority of those present may adjourn the meeting from time to time without further notice. If a quorum is present when the meeting is called to order, the Directors present may continue to transact business, taking action by a vote of a majority of a quorum as fixed above, until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum or the refusal of any Director present to vote.
4.9 Attendance by Electronic Means. When authorized by the Board, Directors may participate in a Board meeting by means of conference telephone or similar telecommunication device if all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence at the meeting.
4.10 Actions. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or these Bylaws.
4.11 Actions by Consent. Any action required or permitted to be taken by the Board at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by a majority of the Directors and included in the minutes of the Board reflecting the action taken. Such action shall be effective when the last Director signs the consent, unless the consent specifies a different effective date.
4.12 Vacancies. Any vacancy occurring on the Board may be filled by the affirmative vote of a majority of the remaining Directors, even if less than a quorum. If the number of Directors at any time is increased by action of the Board, the additional Directors may be elected by a majority vote of the Directors in office at the time of the increase. Any Director elected to fill a vacancy shall begin serving upon election and shall serve the remainder of vacant term.
4.13 Resignation. Any Director may resign at any time by giving written notice to the Secretary or President of the DNA. Any such resignation shall take effect upon delivery of such notice or at any later time specified therein. Unless otherwise specified in the notice, acceptance of such resignation shall not be necessary to make it effective.
4.14 Removal. A Director may be removed from his or her position on the Board upon the affirmative vote of 2/3 of the remaining Directors.
4.15 Compensation. Directors shall not receive any compensation for their service on the Board. However, nothing in this Section shall be construed to preclude a Director from receiving compensation for serving the DNA in some other capacity.
OFFICERS AND EXECUTIVE COMMITTEE
5.1 Officers. The officers of the DNA shall be those Directors elected to the positions of President, Vice-President, Secretary, and Treasurer, and may also include such other members as the Board deems appropriate (collectively, the “Officers”).
5.2 Executive Committee. The Officers shall serve as the Executive Committee of the Board. In addition to the Officers, the President may appoint up to three (3) additional Directors to serve on the Executive Committee. The Executive Committee shall have all the powers and authority of the Board in the intervals between meetings of the Board, subject to the direction and control of the Board.
5.3 Term of Office. Except in the case of early resignation or removal as provided in these bylaws, an Officer shall hold office for a term of two-years, commencing at the end of the annual meeting following his or her election and ending at the conclusion of the annual meeting two years later. If the Membership fails to elect someone to fill a particular office when that office is scheduled for replacement, or a vacancy in that office occurs, or an office is newly created by the Board, such office may be filled by the Board.
5.4 Temporary Delegation. The Board may delegate the powers and duties of any Officer to any other Officer or Director for a specified period of time for any reason the Board deems appropriate.
5.5 Resignation. Any Officer may resign at any time by giving written notice thereof to the President or the Secretary. Any such resignation shall take effect upon the sending of such notice or at such later time as specified in the notice. Unless otherwise specified in the notice, the acceptance of a resignation shall not be necessary to make it effective.
5.6 President. The President shall preside over the Board and over all meetings of the general membership. The President shall be the chief executive officer of the DNA and, subject to the control of the Board, shall have general and active management thereof. The President shall have all powers and duties usually incident to the office of chief executive officer, except as specifically limited by resolution of the Board. The President shall have authority to conduct all day-to-day, ordinary business on behalf of the DNA and may exercise and deliver on behalf of the DNA any contract, conveyance, or similar document not requiring approval by the Board. The President shall have such other powers and perform such other duties as may be assigned from time to time by the Board. As a member of the Board, the President shall have the right to vote on all matters before the Board.
5.7 Vice-President. The Vice-President shall assist the President in the discharge of his/her duties and shall assume the responsibilities and duties of the President when the President is not available to perform those duties. The Vice-President shall have such other powers and perform such other duties as may be assigned by the President or the Board. In the event of a permanent vacancy in the office of the President, the Vice-President shall succeed to the office of the President to serve out the remainder of the unexpired term.
5.8 Secretary. The Secretary shall maintain suitable minutes and other appropriate records of the meetings of the Board and the Membership and shall assist the President in the preparation of letters, notices and such correspondence as may be necessary in the discretion of the President or the Board to further the goals and purposes of the DNA. The Secretary shall have all powers and duties usually incident to the office of secretary, except as specifically limited by the Board. The Secretary shall have such other powers and perform such other duties as may be assigned from time to time by the Board or the President.
5.9 Treasurer. The Treasurer shall be responsible for the day-to-day financial affairs of the DNA, shall cause the funds of the DNA to be deposited in the name of the DNA in such banks or other depositories as the Board may designate, and shall have supervision over the care and safekeeping of the securities of the DNA. The Treasurer shall report the financial affairs of the DNA to the Board at each regular meeting thereof. The Treasurer shall have all powers and duties usually incident to the office of treasurer, except as specifically limited by the Board, including without limitation preparation of a budget and dissemination of financial information to the Board and the Membership. The Treasurer shall have such other powers and perform such other duties as may be assigned from time to time by the Board or the President. The Treasurer shall neither make nor issue any payment over $5,000.00 without prior approval of the Board.
NOMINATIONS AND ELECTIONS
6.1 Nominating Committee. The President shall appoint a Nominating Committee by March 15 of each year. Any member in good standing of the DNA may serve on the Nominating Committee, which shall consist of at least three members, preferably including at least one person who is not currently serving on the Board.
6.2 Nominations. The Nominating Committee shall solicit nominations from the Membership at least six weeks prior to the Annual Meeting. Subject to the provisions of these Bylaws, any member in good standing of the DNA is eligible for nomination to any position on the Board. The Nominating Committee shall compile a ballot containing the names of those individuals nominated for the Board positions that are open for election, along with a slate of candidates proposed by the Nominating Committee, and shall present those to the Membership for voting at least two weeks before the Annual Meeting.
6.3 Elections. The election of Directors shall be conducted electronically and shall be completed one week before the Annual Meeting. The election shall be by a simple majority vote of those members casting ballots. The election results shall be announced at the Annual Meeting, and those elected shall take office immediately following that meeting.
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
7.1 Authorization. The Board may authorize any Officer or agent to enter into any contract or execute and deliver any instrument in the name of or on behalf of the DNA. Such authority may be general or confined to specific instances. Subject to any limitations specified herein, all checks, drafts or other orders of payment of money, notes or other evidence of indebtedness issued in the name of the DNA shall be signed by the Treasurer, the President or such other Officer or agent designated by the Board.
7.2 Funds. All funds of the DNA not otherwise employed shall be deposited to the credit of the DNA in such banks or other depositories as the Board may select, or as designated by any Officer of the DNA to whom such power has been delegated by these bylaws or by the Board.
7.3 Gifts. The Board or any Officer or agent to whom such authority has been delegated by the Board may accept on behalf of the DNA any contribution, gift, bequest or devise for the general purposes or any special purpose of the DNA.
8.1 Regular Meetings. Regular meetings of the general Membership of the DNA shall be held at least six (6) times annually, at a time and place designated by the President, with the concurrence of the Board.
8.2 Annual Meeting. An Annual Meeting of the Membership shall take place in the month of May, the specific date, time and place to be determined by the President, with the concurrence of the Board. At the Annual Meeting, the Board election results shall be announced and the Membership shall receive such reports on activities as deemed appropriate by the Board.
8.3 Special Meetings. Special meetings of the Membership may be called by the President whenever, in his or her judgment, it shall be in the best interests of the DNA to do so. A petition signed by at least 5% of the Membership may also call a special meeting.
8.4 Notices. Notice of each Membership meeting shall be given to each member, by mail or electronic transmission, not less than two weeks prior to the meeting.
8.5 Quorum. A quorum for a membership meeting shall consist of the lesser of 5% of the Membership or 30 members.
8.6 Majority Vote. All issues to be voted on by the Membership shall be decided by a simple majority of those present and entitled to vote.
INDEMNIFICATION OF DIRECTORS & OFFICERS
9.1 Indemnification. To the furthest extent permitted by law, the DNA shall indemnify any person (and their heirs, executors and administrators) who, by reason of the fact that he or she is or was a Director or Officer of the DNA, was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, including appeals, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such claim, action, suit or proceeding.
9.2 Procedure. A Director or Officer shall give the DNA notice, as promptly as reasonably practicable, of any claim as to which he or she desires to be indemnified; however, the failure to do so shall not preclude his or her rights under this Article unless and only to the extent that the DNA's own rights have been materially prejudiced thereby. The DNA shall not be obligated to pay for any settlement to which it has not consented, such consent not to be unreasonably withheld.
9.3 Non-Exclusivity. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a Director or Officer seeking indemnification may be entitled under these Bylaws, any statute, agreement, vote of the Membership or disinterested Directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director or Officer and shall inure to the benefit of the heirs, executors and administrators of such person.
9.4 Insurance. The DNA shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee or agent of the DNA, against any liability asserted against such person or incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the DNA would have the power to indemnify or advance expenses to the individual against the same liability under this Article.
RULES OF PROCEDURE
10.1 Rules of Order. Except as otherwise prescribed by the Membership or the Board, the DNA and the Board shall generally rely upon the latest version of Robert’s Rules of Order as authoritative in all matters of Parliamentary Procedure in the conduct of meetings and other regular business.
10.2 Parliamentarian. The President may, in his or her discretion, appoint a Parliamentarian, to render advice and counsel in matters of parliamentary procedure.
10.3. Electronic Voting. In all matters properly before the Board or the Membership, electronic voting is an acceptable alternative to attendance voting.
11.1 The Fiscal and Membership year for the DNA shall be from January 1 through December 31.
12.1 These Bylaws may be amended or repealed, and new bylaws adopted, by the affirmative vote of two-thirds (2/3) of the Membership present at any regular or special Membership meeting. Any such proposed amendments or new bylaws must be posted on the DNA website at least ten (10) days before the meeting, and the Membership must be notified that a vote on the bylaws shall be on the agenda for the meeting.
TAX EXEMPT STATUS
13.1 The affairs of the DNA at all times shall be conducted in such a manner as to assure the DNA’s status as an organization qualifying for exemption from taxation pursuant to Code Section 501(c)(3). The DNA at all times shall be operated exclusively for charitable, religious, educational and scientific purposes, including the making of distributions to organizations that qualify as exempt organizations under Code Section 501(c)(3). All funds, whether income or principal and whether acquired by gift or contribution or otherwise, shall be devoted to the purposes identified in these bylaws. The DNA shall perform all other acts necessary or incidental to the above and to do whatever is deemed necessary, useful, advisable, or conducive, directly or indirectly, to carry out any of the purposes of the DNA, as set forth in these bylaws.
Last Revised: April 19, 2022