April 2008 Reprint
BY-LAWS
OF
CROOKED CREEK COMMUNITY COUNCIL, INC.
Vision Statement
It is the goal of C4 to have beautiful, safe, diverse and economically strong neighborhoods that collaboratively foster a sense of community within C4’s boundaries.
Mission Statement
C4 is a federation of Crooked Creek community-based organizations. C4 works in cooperation and collaboration with its affiliated organizations to insure a vital quality of life within C4’s boundaries. C4 strives to protect the integrity of the community’s environment including, but not limited to, Crooked Creek. C4’s mission and purpose is to address issues of community concern, and to plan, activate and support efforts that serve the needs and interests of C4 residents, businesses, other organizations and institutions, and to perform any other purposes permissible under section 501( c )(3) of the Internal Revenue Code.
Boundaries
The geographic boundaries of C4 lie within the city limits of Indianapolis, Indiana, and shall encompass the following area: beginning at West 86th Street and Payne Road, then south on Payne Road to 79th Street; west to New Augusta Road, then south to 71st Street; east to Rodebaugh Road, then south to 62nd Street; east to Cooper Road; then south on Cooper Road and Kessler Boulevard North Drive to 38th Street; east to Michigan Road; northwest on Michigan Road to White River, then northeasterly on the west side of White River to Springmill Road; north on Springmill Road to 79th Street, then west to Township Line Road; north on Township Line Road to 86th Street; then west to Payne Road.
Type of Organization
C4 is a non-profit corporation and no part of any net income which it may have shall inure to the benefit of any member, nor shall any member or officer be entitled to receive any pecuniary profit of any kind there from.
Membership
1.1. Neighborhood Association. Any neighborhood association located within C4’s boundaries may become a member of C4 upon payment of the annual dues. One representative of each neighborhood association shall serve on the Board of Directors.
1.2. Business Association. A business association located within C4’s boundaries may become a nonvoting member of C4 upon payment of the annual dues. One representative chosen by the business associations shall serve on the Board of Directors.
1.3. Non-profit Association. A religious, charitable, educational or similar non-profit association located within C4’s boundaries may become a nonvoting member of C4 upon payment of the annual dues. One representative chosen by the non-profit associations shall serve on the Board of Directors.
2.1. The amount of dues paid by classification of membership shall be set by resolution of the Board of Directors.
3.1. The annual meeting of the members of C4 shall be held each year on the third Wednesday of May, unless the Board of Directors selects another date with at least thirty (30) days notice thereof given to the members.
4.1. Special meetings of the members of C4 may be called by the President, by the Board of Directors, or by not less than one-tenth of all the members entitled to vote.
4.2. The notice of any special meeting shall state the purpose or purposes for which the meeting is called.
5.1. Meetings of the members shall be held at the place designated in the call and notice or waivers of notice of said meetings.
6.1. Notice of the date, time and place of any special meeting of the members shall be given at least seven (7) days prior to such meeting.
6.2. Notice of a meeting of the members shall be given by the Secretary of C4, or by the officers or persons calling such meeting, to each member of record.
6.3. Notice may be given by newsletter, e-mail, or by regular mail to the member’s address shown in the records of C4.
6.4. Notice of any meeting of the members may be waived in writing by a member if the notice sets forth in reasonable detail the purpose or purposes for which the meeting is called and the time and place thereof.
6.5. Attendance at a meeting of the members shall constitute a waiver of notice of such meeting.
7.1. At any meeting of the members of C4, a majority of the members of C4 shall constitute a quorum.
8.1. The Secretary shall, at least five (5) days before each election of directors, compile a complete list of the members entitled to vote. Said listing of members shall be arranged in alphabetical order and shall contain the street address of each member. The list shall be kept by the Secretary or Assistant Secretary and shall be open to inspection by any member. The list shall be the only evidence as to which members are entitled to vote at any meeting of the members.
Board of Directors
Section 1. Powers and Duties
1.1. The Board of Directors shall be the governing body of C4 and shall have charge of and manage its business and affairs. The Board may designate, by resolution adopted by a majority of the whole Board, the officers of C4 as an Executive Committee to exercise all of the authority of the Board of Directors in the management of C4 between meetings of the Board.
1.1.2. Any action taken by the Executive Committee shall be reported at the next monthly meeting of the Board.
2.1. The number of Directors of C4 shall be not fewer than eleven (11) nor more than twenty-five (25). The number of Directors may be increased or decreased from time to time by amendment to the By-Laws, but no decrease shall have the effect of shortening the term of any incumbent Director.
2.2. Only one (1) representative of each neighborhood association which is a member of C4 may serve as a Director.
2.2.1. In the event of a dispute as to the authority of a person to represent a neighborhood association on the Board, the certification of the President of such neighborhood association shall be final.
2.3. Only one (1) representative of a business association member of C4 may serve on the Board or, if there is no business association member, only one (1) representative of an individual business may serve on the Board.
2.4. Only one (1) representative of a non-profit association member of C4 may serve on the Board or, if there is no non-profit association member, only one (1) representative of an individual non-profit organization may serve on the Board.
3.1. The Directors of C4 shall be elected at the annual meeting of the members. At the first annual meeting of members following adoption of these by-laws, one-third (1/3) of the Directors shall be elected for a term of one (1) year, one-third (1/3) of the Directors shall be elected for a term of two (2) years, and one-third (1/3) of the Directors shall be elected for a term of three (3) years. In each succeeding year, Directors who have completed their term of office shall be eligible for election to a full three (3) year term.
3.2. Directors who have completed a full three (3) year term shall be eligible to succeed themselves for an additional three (3) year term, but cannot be elected to the Board again until after a one (1) year break in service.
3.3. Directors shall hold office until their successors are chosen and have qualified.
4.1. The Board of Directors shall hold an initial meeting for the purpose of electing officers and a Nomination Committee, and for the purpose of transacting any other business which may come before the Board, immediately following the annual meeting of the members. Thereafter, the Board shall hold regular monthly meetings at a time and place determined by the Board.
4.2. The Board may hold special meetings when called by the President, Secretary or any two (2) members of the Board. Notice of special meetings shall be given at least 24 hours before the meeting and shall specify the purpose or purposes for its call and the business to be transacted at the meeting.
4.2.1. Notice of special meetings of the Board may be given by regular mail, e-mail, or by telephone.
4.2.2. Attendance at any special meeting of the Board shall constitute a waiver of notice thereof.
4.3. Any action required to be taken by the Board at any meeting may be taken without a meeting if, prior to such action, a written consent to such action is signed by all members of the Board, and such written consent is filed with the minutes of the proceedings of the Board.
5.1. A majority of the actual number of Directors elected and qualified shall be necessary to constitute a quorum for the transaction of any business at a regular or special meeting of the Board, except the filling of vacancies on the Board.
6.1. Any Director may resign at any time by delivering to the Secretary of C4 his or her written resignation; and, if the same is not sooner accepted, such resignation shall be considered as having been accepted and as having become effective ten (10) days after its date.
7.1. Any vacancy occurring in the Board of Directors caused by death, resignation, or other incapacity of a director, shall be filled by the respective association such director represents.
1.1. A Nomination Committee composed of three (3) members of C4 shall be elected by the Board of Directors at its initial meeting following the annual meeting of the members. All three (3) members of the committee shall be current members of the Board of Directors.
1.2. Members of the Nomination Committee shall serve for a period of three (3) years except for the first nomination committee elected after the adoption of these by-laws, which would have one member elected for one (1) year, one member elected for two (2) years, and the third member elected for three (3) years. In each succeeding year, members shall be elected for a full three year term.
1.3. The Nomination Committee shall submit the names of candidates for election to officer positions no later than thirty (30) days before the next annual meeting of members.
1.3.1. Members of the Nomination Committee shall not be permitted to nominate themselves to an officer position.
2.1. At the annual meeting of members, the Nomination Committee shall present a slate of candidates recommended for office. Nominations may also be received from current Board members.
2.2. The Board of Directors shall elect a President, one or more Vice Presidents, who shall hold seniority in the order indicated at the time of their election, a Secretary, and a Treasurer.
2.2.1. All officers must be members of the Board of Directors.
2.2.2. No person shall hold more than one officer position at the same time.
2.2.3. The Board may appoint an Assistant Secretary and/or Assistant Treasurer to assist the Secretary and Treasurer in the performance of their duties.
2.3. The officers and their assistants shall
hold office for a period of one year and until their respective successors are
chosen and have qualified.
Section 3. President
3.1. The President shall manage the business and affairs of C4 and shall preside at all meetings of the members and of the Board of Directors.
3.2. The President shall sign all conveyances and other instruments on behalf of C4, unless otherwise determined by the Board of Directors.
3.3. The President shall make or cause to be made an annual report of the condition of C4 which may be considered by the Board of Directors and shall be submitted to the members at their annual meeting.
3.4. The President shall perform such other duties as the By-Laws provide or as the Board may direct.
4.1. The Senior Vice President shall perform all duties incumbent upon the President during the absence or inability of the President to perform his/her duties, and shall perform such other duties as the President or Board may direct.
5.1. The Secretary shall maintain a record of the proceedings of all meetings of the members, Board of Directors, and committees of C4, and a record of all transactions entered into by or on behalf of C4.
5.1.1. The records of C4 shall be open at all times to the inspection of the officers and the members of the Board of Directors.
5.2. The Secretary shall maintain a current list of the members of C4, indicating their names, street addresses, and if applicable, their e-mail addresses.
5.3. The Secretary shall attest all documents for C4 which require such attestation, and shall perform such other duties as may be assigned by the Board of Directors.
6.1. The Treasurer shall have custody of all funds and financial instruments of C4 under a fiduciary bond furnished by C4, and shall keep or cause to be kept necessary books of account.
6.2. All checks drawn on accounts maintained by or on behalf of C4 shall be signed by the President and the Treasurer, who shall have the authority to open and close all bank accounts.
6.3. The Treasurer shall send a letter to each member organization of C4, the month following the adoption of a budget by the Board of Directors, requesting the payment of dues.
6.4. The Treasurer shall furnish a financial statement at the regular monthly meeting of the Board of Directors, showing the current income and expenses, assets and liabilities of C4.
1.1. In addition to the Nomination Committee and the Executive Committee, the following standing committees shall be established: Land Use, Finance, Communications, Historic Research, and Membership.
1.1.1. A Board member shall serve as chairperson of each standing committee. Each chairperson shall be appointed by the President, with approval by the Board. All members of C4 may participate on one or more standing committees.
1.2. Land Use Committee. The responsibilities of the Land Use Committee shall include the following: land use and zoning issues; code enforcement issues; parks and recreation issues; infrastructure issues involving such items as sidewalks, streets and lighting; serving as a liaison with government agencies; and hearing grievances of C4 members concerning government actions.
1.3. Finance Committee. The responsibilities of the Finance Committee shall include the following: oversight of the finances of C4; preparation of an annual budget; and fundraising.
1.4. Communications Committee. The responsibilities of the Communications Committee shall include the following: preparation of C4’s newsletter; updates to C4’s website; and communicating C4’s position on issues to the Crooked Creek community and to government agencies.
1.5. Historic Research. The responsibilities of the Historic Research Committee shall include the following: researching the historic buildings and landmarks of Crooked Creek and publicizing the results to the community; coordination with government agencies regarding the preservation of historic buildings and landmarks.
1.6. Membership. The responsibilities of the Membership Committee shall include the following: assisting the Secretary in compiling and updating membership lists; serving as a liaison with the neighborhood associations affiliated with C4.
The fiscal year of C4 shall be the same as the calendar year, beginning January 1st and ending December 31st of each year.
The power to make, alter, amend, or repeal these By-Laws shall be vested in the Board of Directors. The affirmative vote of a majority of the Board of Directors shall be required to take such action.
APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS OF CROOKED CREEK COMMUNITY COUNCIL, INC. ON THE 17th DAY OF APRIL, 2008.
LOUIS ROSS, PRESIDENT
JOANNA M. FRANKLIN, SECRETARY