FRENCH QUARTER CITIZENS
REVISED 2013-2014 BYLAWS
SECTION 1-6 RATIFIED December 28, 2013
SECTION 7-13 RATIFIED February 10, 2014
Declarations
The Board of French Quarter Citizens, Inc.
• Desiring to conform its Articles of Incorporation and Bylaws to state and federal law;
• Desiring further to ensure that its Bylaws promote practice and procedure consistent with its purpose and mission;
• Noting the Articles of Incorporation, as amended and on file with the Louisiana Secretary of State, supersede the Bylaws;
Approves and promulgates Bylaws as follows:
1.0 Mission
The Mission of French Quarter Citizens, Inc. is to preserve and enhance the residential quality of life in the French Quarter, its historical character and architecture; to educate the public and to focus attention on the problems confronting the French Quarter and contribute to their resolution; and to work with other entities in achieving these goals.
2.0 Status
2.1.1. French Quarter Citizens (henceforth called the “Corporation”) shall be a not-for-profit, non-partisan organization.
2.1.2 The Corporation shall have a seal that shall be the row house logo with the words “French Quarter Citizens, Inc.” in Tenace SSi font as set out in the attachment to these Bylaws.
2.1.3. 3. The Board by two-thirds vote may change the name or seal of the Corporation
3.0 Areas of Interest
3.1.1 The Association’s primary focus and area of interest is the French Quarter (Vieux Carré): from the Mississippi River to North Rampart Street and from Canal Street to Esplanade Avenue. The boundaries will run along the centerline of Canal Street, North Rampart Street, Esplanade Avenue and the Mississippi River.
3.1.2 The boundaries described above shall not be construed to inhibit interest and activity on the part of the Corporation in issues elsewhere that would have an impact on the character and quality of life in the French Quarter.
4. Membership
4.1 Classes of membership and qualifications
4.1.1 For the purposes of the Corporation, a resident is any natural person over 21 years of age (1) domiciled in the Corporation’s primary area of interest for more than eight (8) months in any calendar year; (2) registered to vote in the Corporation’s primary area of interest; (3) in possession of a driver’s license with an address in the Corporation’s primary area of interest; or (4) a property owner or long-term leaseholder in the Corporation’s primary area of interest. For membership purposes, the “primary area of interest” is the area defined with the boundaries as described from the centerline of Canal Street between the East Bank of the Mississippi River and the rear property line of parcels abutting the lakeside of North Rampart Street southerly to the rear property lines of the properties abutting the downriver side of Esplanade between North Rampart Street and the East Bank of the Mississippi River.
4.1.2 Membership is open to all, without regard to race, color, creed, gender, sexual orientation, age, political affiliation, national origin, or condition of disability.
4.1.3 Applications for membership shall be accompanied by a payment for first-year membership dues. When dues for new members are received within three (3) months prior to the close of the fiscal year. The new members shall be considered paid for the subsequent membership year
4.1.4 A member in good standing is a natural person who agrees to the Corporation’s goals and has paid their membership dues. Resident members in good standing, who have paid annual dues 45 days prior to the annual election meeting, have the right to vote. For the purposes of the Corporation, a resident is any natural person over 21 years of age and is (1) domiciled in the Corporation’s primary area of interest for more than eight (8) months in any calendar year; and (2) registered to vote in the Corporation’s primary area of interest; and (3) in possession of a driver’s license with an address in the Corporation’s primary area of interest.
4.2 Revocation of Membership
4.2.1 Membership in the Corporation may be revoked for cause by a two-thirds vote of the entire Board of Directors for failure to meet the qualifications for membership or for other reasons incompatible with the object, purpose, and mission of the Corporation. Removal will follow the procedure established for removal of Board members.
4.2.2 Any member who is delinquent for 90 days or more in the payment of dues shall be so notified by the Treasurer. If after 30 days of this notice the dues have not been paid, the dues-delinquent member shall be dropped from membership.
5. Meetings
5.0 General Provisions
5.1.1 All proceedings of the Corporation, unless otherwise provided by law, are governed by these stated Bylaws or by order of business adopted by the procedures not specifically addressed within the Bylaws shall be controlled by the latest edition of Robert’s Rules of Order.
5.1.2 All Corporation meetings shall be open to members in good standing except as otherwise provided.
5.1.3 A member shall have only one vote. No vote by proxy may be cast at any meeting of the Corporation.
5.2 General Membership Meetings
5.2.1 General membership meetings shall be held a minimum of four (4) times a year on dates and in locations determined by the Board. One is to be the annual meeting. General membership meetings shall be notified to the membership.
Membership may be notified through the newsletter, by mail at the address on file with the Corporation, and/or email at the address on file with the Corporation.
5.2.2 General membership meetings shall be open to all members and their guests. Only members in good standing may participate. Only resident members in good standing may vote as time and structure permits. Members may ask questions of the Board and other meeting participants. A “guest” is a natural person accompanying or attending at the invitation of a member in good standing
5.2.3 The annual meeting shall be held in October, unless changed by a majority of the Board.
5.2.4 A quorum at a general membership meeting shall be ten percent (10%) of the members in good standing.
5.3 Meetings of the Board
5.3.1 The Board will meet on a monthly basis at the offices of French Quarter Citizens, unless voted otherwise by a majority of the Board. The time of the meeting will be determined by a majority of the board.During the fourth quarter of the membership year, the outgoing Board shall conduct an orientation session jointly with the incoming Board to educate and update the new Board members about the goals and activities of the Corporation. The Board may recess the monthly meeting usually held in August.
5.3.2 The President shall cause the time, location, and agenda of each meeting of the Board to be communicated to each member at least five (5) days prior to the meeting. The Secretary may be delegated to communicate details of the agenda to Board members.
5.3.3 A quorum shall be half the number of the entire Board plus one and include no fewer than two (2) officers.
5.3.4 Any member in good standing wishing to address the Board at its regularly scheduled monthly meeting may do so at the “Member Speak Out” prior to commencement of the business potion of the meeting. Such addresses shall be limited to a maximum of three (3) minutes, unless an extension is approved by a majority of the Board Any person wishing to be on the Agenda shall notify the President no less than ten (10) business days prior to the Board Meeting. Within 24 hours of the Board meeting, the President shall notify the individual addressing the Board of the outcome concerning the relevant issue or issues.
5.3.5 Upon the request of any board member, the Board of Directors may retire to “Executive Session” during a scheduled board meeting solely for the purpose of discussing legal matters, discipline of officers, board or committee members or individuals from the general membership. The requesting board member must declare the purpose of the Executive Session and define the matter for which the executive session is convened in the minutes of the Board. The Board must return to “regular session” and on the record once the discussion for the matter of “Executive Session” are completed. Executive session of the Board is limited to board members only.
5.4 Special Meetings
5.4.1 Special meetings of the general membership or the Board may be called at any time by the President or upon written request to the Secretary by a majority of the Board or by petition of ten percent (10%) of the resident members in good standing but under no circumstances shall there be fewer than twenty (20) resident members of the Association. The Agenda of the Special Meeting shall be simultaneously set forth and provided to the President with the written request for a special meeting. The meeting shall be scheduled no later than twenty (20) days after a valid request. The quorum for a special meeting shall be the same as that of a general membership meeting.
5.4.2 Notice of such special meetings shall be communicated at least 10 days in advance to current members at the address on file of the date, time, and place of such meeting, and the matter(s) to be considered. The President shall communicate notice of such meetings at least 10 days in advance to the address on file of each current member and shall include the date, time and place of such meeting and the matter(s) to be considered. Should the President fail to send said notice in a timely manner, the Secretary shall communicate notice of such meeting in the above stated manner. Should the secretary fail to communicate notice of such meeting, the responsibility will default to the petitioners. Under such circumstance, the secretary will immediately release the membership roster to the petitioners in order that notification of the special meeting may take place in a timely manner.
5.4.3 Special meetings of the general membership shall consider only the matters for which the meeting was convened and the proceedings shall be reported to the Board or membership, as appropriate no later than at the next regular meeting of the Board or membership.
5.4.4 Special meetings of the Board shall be closed, unless a majority of the Board votes otherwise prior to the meeting.
5.4.5 The Special meeting shall be chaired by the President of the Board acting as an impartial facilitator of the proceedings. If, for any reason, the President is unable or unwilling to fulfill this responsibility, the duty shall pass to the vice president who shall act under same criteria assigned to the President. In the event the President or Vice President are unable or unwilling to fulfill this duty, a facilitator of the proceedings of the special meeting shall be selected by the petitioners.
6.0 Board of Directors
6.1 General Provisions
6.1.1 The Board shall be responsible for the election of the officers of the Corporation, the formulation and execution of all policies and projects of the Corporation and the collection and dispersal of all of its funds. The Board shall act for and on behalf of the Corporation in all matters within its jurisdiction and do all things required and permitted by these Bylaws to carry out the objectives and interests of the Corporation.
6.1.1.(a) Each non-officer Board member shall take responsibility for chairing or working on a committee and shall work to help the Corporation fulfill its goals. Each committee chair shall attempt to appoint a co-chair from the general membership to be approved by a majority vote of the board.
6.1.2 Membership dues and term shall be fixed by the Board. The Corporation will not grant memberships “wholesale” to members of another organization gratis and free from membership dues. However, a one year “free” membership may be granted to those members or non-members who offer their homes for membership meetings or for participation in the Progressive Dinner with the approval of a two-thirds vote of the Board.
6.1.3 No Board or committee member shall be compensated by the Corporation for service on the Board or committees, but may be reimbursed, upon submission of appropriate documentation, for any expenses authorized by the Board, which have been incurred on behalf of the Corporation.
6.1.4 The “Minutes,” as prepared by the Secretary and approved by the Board, shall be the official record of the Corporation and shall be prepared for all proceedings of the membership, the board of directors and the board committees. The “Minutes” shall include officer (e.g. Treasurer) and Committee reports, correspondence and other materials the Board believes should be part of the Corporation’s official records. The formal record shall be maintained in the Corporation’s office for a minimum of ten (10) years from the date of adoption as part of the official record. Review of the minutes by members shall be as prescribed by law and as stipulated in Section 6.1.5.
6.1.5. Inspection of Corporate records. Inspection of Corporate records shall be as prescribed by law including the provisions described herein. A request for inspection of records shall be made by written request to the President with a minimum of ten (10) business days’ notice. Inspection of records is available only to members who are in good standing for a period of one (1) year prior to the date of the request.
Members eligible to inspect the Corporate records may do so by agent or attorney at a reasonable time for any proper and reasonable purpose at the location where the records are kept.
6.1.6 Voting by electronic method (defined as by email) is only permitted in matters of urgency that have arisen and action by the Board of Directors is necessary prior to convening the next regularly scheduled meeting of the Board. Each vote to be taken under this method must be defined as to the purpose and the necessity as to why the e vote must be taken prior to the next board meeting. An e vote solely for convenience is not permissible.
E votes will follow the following format: A call for an E vote will be submitted by a board member via email to each and every board member stating the purpose and necessity of the vote. A resolution must be presented to all board members and a motion and a second to the motion must be made and recorded prior to the discussion portion of the matter commences. All board members are to “reply to all” with all discussions until such time that a motion is made to “call the question”. Once a resolution is adopted to call the vote, each member may cast their vote on the matter electronically. A tally of all votes and a record of which members voted along with their votes cast, yea or nay, must be recorded as part of the official FQC record and distributed to each member of the Board. The result of the e vote will be final. Thereafter, the Board will be limited to confirmation that the e-vote was properly taken and recorded. But under no circumstances will an e-vote be permitted to accept a motion for re-considerations of a resolution previously adopted by the Board in session or electronically.
6.1.7. The incoming Board shall elect, at its first meeting, the Officers of the Corporation, who shall include a President, one or more Vice-Presidents, a Secretary and a Treasurer.
6.2 Executive Committee
6.2.1. There shall be an Executive Committee composed of the officers of the Corporation to conduct the business of the Members of the Executive Committee shall be over 21 years of age and (1) domiciled in the Corporation’s primary area of interest for more than eight (8) months in any calendar year; and (2) registered to vote in the Corporation’s primary area of interest; and (3) in possession of a driver’s license with an address in the Corporation’s primary area of interest; and (4) a property owner or long-term leaseholder in the Corporation’s primary area of interest. No person convicted of a felony may serve on the Executive Committee.
6.2.2. Meetings of the Executive Committee shall be convened by the President, and notice to the Board shall be in advance.
6.2.3. All acts of the Executive committee must be presented to Board for ratification at its next regular meeting.
6.3 Composition and Length of Service
6.3.1 Members of the Board shall be members in good standing of the Corporation. No person convicted of a felony shall serve on the Board.
6.3.2 The Board shall be composed of the elected slate, but shall not exceed twelve (12) total board members.
6.3.3 Officers shall serve one-year terms, or until a successor is elected and qualified, and be eligible for re-election, subject to the term limit provisions.
6.3.4 Standing committee chairs will serve for the duration of their service as the chair of a standing committee, subject to the term limit provisions. Committee Chairs who are not board members are required to attend no less than four board meetings per year.
6.3.5 No member may serve more than six consecutive years on the Board.
6.3.6. The President may appoint a Board member to fill the position of the secretary or treasurer who may temporarily absent for a period not to exceed one (1) Board meeting.
6.3.7. The President, with approval of the Board, may appoint up to four (4) advisors, who shall serve during the term of the appointing President as non-voting members of the Board, and who may be re-appointed. Such advisors will be subject to evaluation by the nominating committee under the Bylaw provision relating to eligibility, confidentiality, and conflict of interest.
6.3.8 The immediate two (2) past presidents who completed a full elected term (defined as an annual term) in good standing may return as advisors to the board for a period not to exceed two (2) years. These described provisional advisory positions are in addition to the four (4) discretionary presidential advisory appointees allowed for purpose of Section 6.3.7
6.4 Election of Board Members
6.4.1 The Board shall be elected annually by a simple majority of those voting and shall take office on the first day of the Corporation’s membership year.
6.4.2 The President, with Board approval, shall appoint a Nominating Committee composed of three (3) members of the Board and two (2) members in good standing from the membership not later than the second quarter of each year. Whenever possible, at least one (1) member from the previous year’s Nominating Committee shall be included in the appointments in order to promote continuity and bring procedural experience to the process. The Nominating Committee shall be responsible for announcements of the election, recruiting candidates as necessary, accepting nominations and evaluating candidates for Board members and officers, conducting the election, and reporting to the Board and the membership. The members of the nominating committee may be called to reconvene as necessary throughout the year to evaluate prospective replacement candidates or advisors appointed by the president or the board.
6.4.3 Timely notice shall be communicated to all members that a Nominating Committee has been appointed and a request that nominations for Board or officer positions from the general membership shall be in writing and received by the Nominating Committee within 15 days of the posting of the notice. Notice may be communicated using email, a newsletter or separate communication reasonably certain to reach the entire general membership.
6.4.4 All candidates must demonstrate that they are eligible and accept the conditions set out in these Bylaws, including those relating to Conflict of Interest and Confidentiality. Nominations from the general membership must be accompanied by the names and signatures of at least five (5) members in good standing for at least the year previous to the nomination. Existing Board members and officers and candidates recruited by the Nominating Committee are exempt from the endorsement requirement.
6.4.5 The Nominating Committee will evaluate the nominations received and ensure that candidates are eligible and have complied with the Bylaws. The Nominating Committee will present its evaluation of all eligible candidates and a recommended slate of Board members and officers at the September Board meeting for the Board’s approval by a majority vote. No member of the Nominating Committee may be recommended for an officer position. The evaluation process may include completion of a formal questionnaire and personal interview. Upon decision of the Nominating Committee, the consideration of officers or board members for a second term may be exempt from this questionnaire or personal
6.4.6. Election shall be by mail ballot distributed to all members in good standing as of forty-five (45) days prior to the distribution. Ballots listing the candidates accompanied by background information shall be provided to the general membership at least three (3) weeks prior to the general membership meeting in October. Properly completed ballots will be accepted for a period of two weeks from the date the ballot is delivered to the U.S. Postal Service. Return ballots will be counted by the Nominating Committee who will be responsible for an accounting to the Board. The Nominating Committee shall take reasonable precautions to ensure the integrity of the vote, but no election shall be voided except upon presentation of reasonable proof that an alleged irregularities would change the outcome. All records and ballots from the elections are to become a part of the official records of the organization. Ballots must be preserved for a period of not less than ten (10) years from date of election closing.
The ballot shall offer the option of voting for the recommended slate as well as well as voting for individual candidates. Ballots where the voters have checked more than the permitted number will be voided.
6.4.7 Any member of the Corporation may challenge the right of any person to vote. In the case of a challenge, the membership records of the Corporation shall be conclusive.
6.5 Board Vacancies
6.5.1 For any vacant Board position, the President shall appoint, with Board approval, a replacement to serve the remainder of the current calendar year. Prior to Board approval, all replacement candidates shall be evaluated by the nominating committee as to eligibility under section 4.1.1 and
6.4.4
6.5.2 Resignation of a Board member must be submitted to the Board in writing, which shall be included in the Minutes.
6.5.3 The Board may, by two-thirds vote of the entire Board, relieve for cause any officer or Board member of his or her duties or terminate his or her membership on the Board, if (a) a motion for such relief of duties or termination was made and seconded at the regular meeting next preceding, and (b) the Board member is provided with notice not less than ten (10) days prior any meeting at which removal is to be voted.
Cause may include, but is not limited to (a) Failure to adhere to these by-laws and their provisions; (b) Failure to declare a conflict of interest (see 11.1.1); (c ) soliciting, receiving or accepting any remuneration in exchange for a vote and/or favorable or unfavorable disposition on any item under consideration by the Board or any of its committees; (d) any form of Board representation not authorized by the Chairperson or the full Board in violation of Section 10.2.1 and 10.2.2; (e ) felony conviction during term of service on the Board; (f) non-performance of duties and/or non-participation in the meetings and scheduled events of the Corporation. In the event that any Board members is absent from two (2) consecutive scheduled meetings of the Board of Directors or three (3) scheduled meetings of the Board of Directors during a calendar year, without having been excused by the President or the Vice-President, he/she may be deemed to have vacated his/her office and may be removed from the Board; and/or (g) a consistent pattern of behavior unbecoming a Board Member (e.g. violent behavior). A majority of the Board may determine whether dues are to be refunded.
6.6 Officers
6.6.1 The President shall chair Board and general membership meetings, serve as the official spokesperson for the Corporation, and ensure continuous coverage of all essential activities. In addition, the President shall assume any other duties assigned by the Board.
6.6.2 The Vice-President(s) shall assume the duties of the President as needed and prepare for possible succession to the position of President. The Vice-President(s) assume other duties assigned by the President. The Vice-President will additionally serve as Parliamentarian, ensuring that meetings and official actions of the Corporation are conducted according to the Articles of Incorporation, the Bylaws, and Robert’s Rules of Order as applicable. The Vice President shall be considered to monitor committees and all other bodies and projects, including social activities of the Corporation
6.6.3 The Secretary shall be the official custodian of the records and seal of the Corporation, give notice of board and general membership meetings, keep minutes of all meetings of the Board and of the general membership, and shall issue all notices and correspondence at the direction of the Board. The Secretary shall also keep an attendance roster for the Board Meetings. The Secretary shall file any certificate required by any statue, federal or state, and certify official acts of the Corporation. The Secretary shall coordinate with other committees and officers as necessary and assumes other duties assigned by the President. The Membership Committee chair shall assume primary responsibility for validating and recording membership but the Secretary may be responsible for formally certifying membership if necessary to comply with the Corporation’s legal responsibilities.
6.6.4 The Treasurer shall serve as the Corporation’s chief financial officer. The Treasurer shall maintain and be custodian of all the financial records of the Corporation and shall account for the receipts and disbursement of its funds. The Treasurer shall be a member of the Budget and Fiscal Affairs Committee. The Treasurer shall cause to be prepared any tax returns and make a current report of the financial status of Corporation monthly to the Board and shall assume other duties assigned by the President. The Treasurer shall be bonded at the Corporation’s expense.
7.0 Committees
7.1 General Provisions
7.1.1 Standing Committee chairs shall be appointed by the President with the approval of the Board. Committee chairs will serve for the membership year of their appointment or until a replacement is appointed by the President and approved by the Board. An officer may be simultaneously a Committee chai Appointment of Committee Chairs shall take into account length of service, performance, acquired expertise and contacts and particular interests. Reappointment is subject to term limits.
7.1.2 Committee chairs shall be subject to Bylaw provisions governing membership on the Board. Committee chairs are subject to the same rules of confidentiality and Board support as that of the Officers.
7.1.3 Committee membership will be governed by criteria established by the Board. Primary criteria for Committee membership are adherence to the mission and objectives of the Corporation and willingness to commit time and effort to further the objectives of the committee and the Corporation. Criteria shall see shall seek a sustained interest or relevant background in a particular subject within the Committee’s responsibilities along with membership in the Corporation.
7.14 Members of committees, shall be selected by the committee chairs subject to the approval of the board of directors.
7.1.5 Committee chairs, with the approval of the President, may establish subcommittees, task forces, and special committee liaison representative positions as required and may establish procedures and rules as necessary as long as they do not conflict with these Bylaws or the mission of the Corporation. Committee chairs should inform the Board of Committee meeting times and places in advance. Committee chairs shall identify, recruit and motivate prospective committee members from the general membership.
7.1.6 The President, with the approval of the Board, may establish or dissolve special and ad hoc committees and special representatives as shall from time to time become necessary or desirable.
7.1.7 At the commencement of each Board term, or within 30 days after being appointed, each committee chair shall submit for Board approval a brief but comprehensive plan of action. Each committee chair shall submit an annual review of the committee’s activities at the December Board meeting. Each Committee chair shall be responsible for the maintaining a file documenting activities of the Committee. The planning and reporting requirement extends to all Committees (Standing and Special).
7.1.8 Standing committee chairs shall attend Board meetings and report, as appropriate, on issues before their committees. Other committee chairs shall attend Board meetings at the request of the President or as necessary to report on issues before their committees or to seek the Board’s guidance. Chairs are expected to contribute to the newsletter or website regarding the activities of their committees, and to participate in any orientation activities.
7.1.9 Committees, with the approval of the Board, shall work with relevant committees and representatives of other organizations to promote the objectives and specific projects of the committee and Corporation, foster code enforcement, and to focus on obtaining concrete solutions to issues addressed.
7.1.0 The President and Vice-President shall be non-voting ex officio members of all committees, may attend the meetings of said committees and may offer suggestions and comments as appropriate.
7.1.1. The Corporation’s newsletter will be sent electronically or by U.S.P.S. in order to reach all active members on not less than a quarterly basis. Submission of articles and Letters to the Editor of the newsletter are encouraged, however, the Board may reject any material submitted to be a part of the publication which may, in the opinion of the Editor and board, contains statements that are inflammatory, contain personal opinions that could promote dissension among members, are pejorative or disparaging to a member or members. Submissions are subject to review and editing.
7.2 Standing Committees
7.2.1 The Standing Committees of the Corporation shall be the Legal, Legislative Affairs, Membership, Quality of Life, Planning and Historic Preservation, Budget and Fiscal Affairs, Communications, and Organizational Affairs.
7.2.2 The Legal Affairs Committee will work closely with the Board and other committees to establish legal strategies and conduct legal actions, and advise on the potential costs and benefits thereof, that will best help the Corporation to realize its goals. The duties of the Legal Committee include monitoring existing law suits and keeping the Board informed of progress; reviewing potential new legal actions and making recommendations to the Board on legal implications of the board actions and strategies; and participating in joint legal endeavors with other community organizations
7.2.3 The Legislative Affairs Committee will work closely with the Board and other committees to establish and implement legislative strategies, andimplement informational programs aimed at city and state elected officials that will best help the Corporation to realize its goals
This Committee shall monitor existing and proposed legislation that may affect the Corporation’s purpose and recommend appropriate action to the Board; participate as necessary in direct action designed to acquaint elected and appointed officials and others with the impact of bills and activities that affect the purpose; and establish liaisons with elected and appointed officials to further the work of the Corporation. The Committee will work with the Corporation’s legal advisors and Legal Committee and with other organizations as necessary and appropriate. The Legislative Affairs Committee will give particular attention to the 501(c )3 status of the Corporation in that it will not engage in partisan activities and observe the strict limits on activities which can be defined as lobbying as regulated by law.
7.2.4 The Membership Committee will deal with all issues related to membership in the Corporation, including materials for recruitment, retention, payment of dues, and determination of membership. The committee will take responsibility for recruiting and coordinating volunteer efforts. The committee will be the chief advisor on membership strategies and will report monthly to the Board The Membership Committee will track and mail out renewal membership notices; arrange with the Treasurer for handling of dues payments; acknowledging contributions; and reporting quarterly to the Board on the status of renewals and new members and retention rates compared to previous months(s) and year. The Membership committee will be responsible for updating the FQC membership.
7.2.5 The Quality of Life Committee will promote the Corporation’s mission in areas affecting quality of life, including land use, litter and trash, the environment, noise and street activity, public safety, and traffic and transportation. The committee will work with other committees, city and other governmental authorities, and community and other organizations in fulfillment of its responsibilities.
7.2.6 The Planning and Historic Preservation Committee will take the lead in dealing with public and community organizations on issues of city and neighborhood planning, and on the preservation of architectural heritage, in areas of interest to the Corporation. This includes but is not limited to attending V.C.C. meetings, city council meetings, city planning, BZA, NRMS and RTA meetings.
7.2.7 The Budget and Fiscal Affairs Committee shall deal with the Corporation’s budgetary and financial management affairs, including the preparation of the annual budget, managing and safeguarding the Corporation’s financial resources, and fund-raising activities. The Budget and Fiscal Affairs Committee shall focus on how the Corporation’s financial and other resources are used (Ways) and on increasing the resources available to be used (Means). “Fund-raising” shall include grants and other activities relevant to accomplishing the Corporation’s mission.
7.2.8 The Communications Committee shall be responsible for the Corporation’s communications with the public, community and other organizations and entities, the media, and with the membership, including preparation of the newsletter and management of the Corporation’s website.
7.2.9 The Organizational Affairs and Program Committee shall manage the Corporation’s office, provide for office staffing and services as required, and for the implementation of organizational activities, to include programs aimed at educating and informing members and the Board on issues relevant to the Corporation’s Mission. The Organization Affairs and Program Committee shall prepare for the Board and membership meetings and other gatherings by identifying locations, informing members and visitors. Program activities can include identifying and recruiting speakers, presenters and others and making necessary arrangements in cooperation with the officers and other members of the Board
8. Budget and Fiscal
8.1 Dues
8.1.1 Changes in dues will take effect at the beginning of the fiscal year after approval by the Board and notification to the members not less than one month prior to the beginning of the membership year.
8.1.2 The membership year will be from January to December with new memberships received after October 1 being considered “next year” memberships
8.2 Fiscal Management
8.2.1 The fiscal year of the Corporation shall be January 1 through December 31.
8.2.2 Funds shall be kept in a New Orleans financial institution as shall be determined from time to time by the Treasurer.
8.2.3 Instruments drawn against the Corporation’s accounts shall be approved jointly by the Treasurer and any officer. “Approval” shall be determined to apply to electronic transfers, as well as to checks and of transfer media. Singular approval for disbursement of the Corporation’s funds is permitted only for regular reoccurring expenditures, such as rent and utilities. All disbursements shall be substantiated by receipted bills or a signature along with documentation of the expenditure from the person being reimbursed for funds spent on behalf of French Quarter Citizens. All deposits shall be appropriately substantiated.
8.3 Budget
8.3.1 The Budget Committee will prepare an annual budget for review, amendment, and approval by the Board by majority vote.
8.3.2 The Treasurer shall cause a financial report and budget summary to be communicated annually to the membership after the close of the Corporation’s fiscal year.
8.3.4 The Board of Directors may reprogram funds unneeded in any budget category to other categories.
8.3.5 The President may approve the expenditure of unbudgeted funds not to exceed a total of $500 in any fiscal year. The Board may approve the expenditure of unbudgeted funds not to exceed a total of $5,000 in any fiscal year. Any unbudgeted expenditure totaling in excess of $5,000 in any fiscal year must be approved by a two-thirds vote of the entire Board at a regular Board meeting.
9. Amendment to Bylaws
9.1.1 The Bylaws may be amended by a two-thirds vote of the entire Board of Directors, provided that no amendment shall permit the Corporation to carry on any activities not permitted to be carried on by an organization exempt from federal income tax under any present or future provision of the Code or by the State of Louisiana. Bylaw changes will take effect upon adoption, unless otherwise provided by vote. The Corporation’s Bylaws are subordinate to the Articles of Incorporation, which are registered with the Louisiana Secretary of State.
9.2.2 When amendment of the Bylaws is an item on a meeting agenda, Board members shall be notified at least ten (10) days prior to date of the meeting and the notice shall contain (a) date, time, and place of meeting; (b) articles and paragraphs proposed for amendment; and (c) specific amendments proposed. If approved by the Board, the above process will be used to advise the membership of the adopted changes.
10. Confidentiality
10.1 Distribution Lists
10.1.1 The Corporation’s membership list is confidential. By majority vote the Board may approve distribution of materials prepared by others under conditions necessary to protect the confidentiality of the membership list and the privacy of its members, email addresses and telephone numbers. When use of the membership list is requested by other neighborhood or non-profit organizations, and such use is approved by the Board, confidentiality will be preserved by FQC affixing its address labels to items with postage pre-applied for mailing along with the arrangement for transport to the Post Office and the posting of the prepared mailing. Precautions will be taken to preserve the confidentiality of members’ identities, email addresses and telephone numbers.
10.2 Deliberations
10.2.1 Board members, advisors, committee chairs, and representatives shall express no view before a public forum, acting in their capacity as Board members, contrary to a position determined by the Board as the official position of the Corporation regarding any issue. Public statements and/or correspondence in the name of the Corporation shall be made by the President or by authorization of the President or the Board. Each candidate for nomination to the Board shall be made aware of this provision in the bylaws and a pledge document shall be signed to underline their understanding of this issue.
10.2.2 Board members, advisors, committee chairs, and representatives shall not share or discuss the Board’s confidential internal discussions or documents of “Executive Session” with non-members of the Board. Confidential documents include drafts of materials discussed or approved in Executive Session and/or documents reasonably covered by attorney/client privilege.
11. Conflict of Interest
11.1.1 Any member who speaks at any meeting of the corporation on a subject in which the member has an interest shall so inform those present of that interest. Interest is defined as one that would materially affect, directly or indirectly, his or her financial interests or those of a member of his or her household, or a business or other organization with which he or she is associated, or on matters in which he or she has a conflict situation created by a personal, family, organization, or client interest.
11.1.2. No board members shall speak or vote at any meeting of the corporation on a subject in which the board member has an interest and shall immediately inform those present of that interest. Interest is defined as one that would materially affect, directly or indirectly, his or her financial interests or those of a member of his or her household, or a business or other organization with which he or she is associated, or on matters in which he or she has a conflict situation created by a personal, family, organization, or client interest.
11.1.3 At the sole discretion of the Board of Directors, VCPORA may accept or reject any donation that is offered to it, whether such donation be made inter vivos or mortis causa. The Board need not identify any particular cause for its decision to reject a donation, and it may reject a donation for any reason or no reason at all. In no case shall the Board accept a donation where the donee has specified a purpose for the donation that is inconsistent with or contrary to the mission of VCPORA.
12. Limitation of Liability
12.1.1 To the fullest extent authorized and permitted by any act of the Louisiana Legislature, no person who serves as a member of the Board, or as an officer of the, Corporation or as a chair or member of any committee of French Quarter Citizens, whether the services are rendered with or without compensation, shall be individually liable for any act or omission that may result in damage or injury arising out of (a) the exercise of said person’s judgment while implementing a policy of French Quarter Citizens, or (b) the management of the affairs of French Quarter Citizens, provided that said person acted in good faith and had a good faith belief that he or she was acting within the scope of their official function and duties.
This provision shall not eliminate or limit liability of a director or officer:
a) For any breach of the Director’s or Officer’s duty of loyalty to the Corporation.
b) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law.
c) For any transaction from which the director or officer derived an improper personal benefit.
12.1.2 To the fullest extent authorized and permitted by any act of the Louisiana Legislature, and subject to the provisions set forth in Sec. 12.1.1., the Corporation acting through its Board, may indemnify any person who was or is a party to, or is threatened to be made a party to, any legal action, by reason of the fact that said person is or was a member of the Board of Directors, an officer, an employee or an agent of French Quarter Citizens, against expenses actually and reasonably incurred by said person in connection with any such legal action, if said person acted in good faith and in a manner reasonably thought to be in, and was not opposed to, the best interests of French Quarter Citizens.
13. Dissolution of the Association
13.1. In the event a majority of the general membership consents and agrees to dissolve the Corporation dissolution shall proceed as set forth in Article VIII of the Articles of Incorporation. Any funds remaining in the Corporation’s treasury are to be contributed to a non-profit historic preservation organization selected by the Board. Any organization selected by the Board to receive the funds must have been in existence for no less than three (3) years prior to the dissolution of the Corporation.
13.1.2 Disposition of funds will not be made until the Treasurer gives written certification to the Board and general membership that all monetary responsibilities and obligations have been satisfied and that there are no outstanding legal obligations to creditors of French Quarter Citizens that have not been satisfied.
14. Certification
I hereby certify that the foregoing constitutes a correct statement of the Bylaws of French Quarter Citizens, notified to members of the Board and approved by a majority of the entire Board of Directors as follows: Sections 1-5 notified November 10, 2013 and ratified December 28, 2013; Section 6 notified December 13, 2013 and ratified December 28, 2013; Sections 7-13 notified on January 13, 2014 and approved on February 10, 2014.