Meridian Street Foundation, Inc. Bylaws
NAME AND OFFICES
Section 1.01. Name. The name of the not-for-profit corporation is Meridian Street Foundation (the “Foundation”).
Section 1.02. Offices. Business Records. The Foundation may maintain such offices and keep its books, documents and records at such places within and without the State of Indiana as the operations or affairs of the Foundation may require.
Section 2.01. Members and Terms of Membership.The following provisions shall apply with respect to the membership of the Foundation.
Section 2.02. Class of Members. There shall be one (1) class of membership in the Foundation, designated as the Members who are residents of single or multiple family residential dwellings located in the area bordering on and served by North Meridian Street, West Pennsylvania Street, and East Illinois Street, from the southern boundary of 40th Street to the northern boundary of Westfield Boulevard and all east/west streets and alleys between these boundaries.
Section 2.03. Membership Dues: Term of Membership.There shall be assessed annual membership dues as the Board of Directors may require to obtain and retain membership in the Foundation. The term of a membership shall be based upon payment of assessed annual dues.
MEETINGS OF MEMBERS
Section 3.01. Annual and Regular Meetings. The annual meeting of members for the purpose of electing directors shall be held on or before June 1 of each year and at such time and place as may be designated by the Board of Directors. The Board of Directors may call regular meetings at time and places designated by the Board of Directors. The failure to hold an annual or a regular meeting of the Members at the designated time will not affect the validity of any corporate action or work any forfeiture or dissolution of the Foundation.
Section 3.02. Special Meetings. Special meetings of the members for any purpose may be called by the President, or by a majority of the Board of Directors or upon a written petition signed by at least ten (10%) of the Members of the Foundation and describing the purpose for which the meeting will be held, and the petition shall be filed with the Secretary of the Foundation. A special meeting shall be held at the time and place designated by the President or Board of Directors or by the Members calling such meeting.
Section 3.03. Notice of Meetings. Written notice of the date, time and place, and if a special
Meeting, the purpose for which the meeting is called, or each annual or special meeting of the Members of the Foundation shall be given to each Member by the Secretary at least seven (7) days prior to the meeting by U.S. Mail, hand delivery, or through notice in the Foundation newsletter.
Section 3.04. Quorum and Voting. Every member of the Foundation whose membership dues are current shall be entitled to one vote at any annual or special meeting. At any annual or special meeting, five percent (5%) of the members entitled to vote and present at such meeting, shall constitute a quorum.
BOARD OF DIRECTORS
Section 4.01. Powers. All Foundation powers shall be exercised by or under the authority of, and the business affairs of the Foundation managed under the direction of the Board of Directors. The Directors and each of them shall have no authority to bind the Foundation except when acting as a Board.
Section 4.02. Number of Directors. Terms of Office. The Board of Directors shall consist of no more than twenty-seven (27) members who shall be members in good standing of the Foundation. Each director shall serve for a term of three (3) years, and thereafter until their successors shall have been elected and qualified, or until any of such directors’ earlier death or other incapacity or resignation or removal from office. No director shall serve more than (2) consecutive terms.
Section 4.03. Election. Nominating Committee. Prior to the annual meeting, the Board of Directors may appoint a Nominating Committee consisting of such persons as the Board of Directors deem appropriate, for the purpose of nominating directors to be elected at the annual meeting. Additional nominations for Directors may be submitted from the floor at the annual meeting by any member, subject to that nominee’s agreement to the nomination.
Section 4.04. Vacancies. A majority of the members of the Board of Directors shall have the power to fill by appointment the vacancy created by the resignation or inability to serve of any director. Such appointed director shall serve until the term of the replaced director expires.
Section 4.05. Quorum. Voting. At any meeting of the Board of Directors seven (7) directors shall constitute a quorum. A director may only vote in person and may not vote by proxy.
Section 4.06. Removal of Board of Members. Any member of the Board of Directors may be removed from office at any time by the affirmative vote of a majority of the Board of Directors or a majority of the members of the Foundation at any meeting of the Voting Members called expressly to consider such action. Three (3) consecutive unexcused absences shall constitute grounds for removal.
COMMITTEES OF THE BOARD
Section 5.01. Designation of Committees. The Board of Directors may create one or more committees and appoint at least one (1) member of the Board of Directors to serve on the committee at the pleasure of the Board of Directors. The creation of a Committee and appointment of members to it must be approved by a majority of all the Directors in office when the action is taken.
Section 5.02. Powers of Commitees. The Board of Directors may specify the extent of the authority of any committee it designates.
Record of Adoption and Amendments
Original Adoption on June 9, 1993
Amendment of 3.01: hold the Annual Meeting at the regularly scheduled October meeting on March 13, 1966
Section 3.01. Annual and Regular Meetings. The annual meeting of members for the purpose of electing directors shall be held at the regularly scheduled October Board meeting at such time and place as may be designated by the Board of Directors. The Board of Directors may call regular meetings at time and places designated by the Board of Directors. The failure to hold an annual or a regular meeting of the Members at the designated time will not affect the validity of any corporate action or work any forfeiture or dissolution of the Foundation.