Preamble To The By Laws
of East Row Historic Foundation, Inc.
Adopted: March, 7, 2000
Let it be known that the East Row Historic Foundation is adopting
the new by laws for the following express reasons:
- To enable the current members of the ERHF to update it's
by laws in response to events and pressures of changing times.
- To streamline operations and procedures so that the ERHF
and its committees shall operate in a more efficient and effective
manner.
- To enable the increasingly common Public Oriented goals and
objectives of the Gateway and Mansion Hill neighborhoods to be
more readily achieved by eliminating separate meetings of the
neighborhood associations.
- To bring the structure and operations of the ERHF into more
strict compliance with the laws of the Commonwealth of Kentucky
and the United States of America.
- Let it also be known that The Gateway Neighborhood Association
and the Mansion Hill Neighborhood Association have, in good faith,
been acting as Committees of the East Row Historic Foundation
for some time. Therefore, all current members in good standing
of the Gateway and Mansion Hill Neighborhood associations are
now, and will continue to be, members of the East Row Historic
Foundation upon acceptance and implementation of the new by laws.
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The By Laws of East Row
Historic Foundation, Inc.
Adopted: March, 7, 2000
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Article I: Name
- The name of this organization shall be East Row Historic
Foundation, Inc., hereinafter referred to as ERHF.
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Article II: Purpose
- Section 1: To provide a framework and structure
for a continuing process to permit and encourage the residents'
participation in the policy, planning and decision making process
of the ERHF and the City of Newport, KY.
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- Section 2: To promote better relations,
encourage and improve communications between Residents, the City
of Newport, KY and other groups and organizations with whom the
ERHF interacts.
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- Section 3: To acknowledge the significant
historical nature of the structures within the boundaries of
the ERHF, and to be dedicated to protect and maintain the integrity
of the area, and promote and develop a high level of pride in
our community and the City of Newport, KY.
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- Section 4: To promote the welfare of the
Residents of the ERHF, and promote a safe, clean, beautiful and
thriving community by striving to create, beautify, and preserve
public parks, streetscapes, and green spaces not only with the
ERHF, but throughout the City of Newport, KY.
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- Section 5: To provide input on proposed
new construction within the City of Newport, KY and champion
the maintenance and protection of all public buildings, monuments
or works within the City, especially structures and sites with
historical and/or educational significance.
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- Section 6: To identify charitable needs
and endeavors, and to pursue and support those that combat deterioration
of the City of Newport, KY, to improve the quality of life within
the City of Newport, KY, to lessen the burdens of government,
and to promote the overall social welfare of the City of Newport,
KY.
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Article III: Duties
- Section 1: To identify, define and work
towards solutions to community problems.
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- Section 2: To provide input to the Newport
Citizens Advisory Council, the City Commission and the Historic
Preservation Commission on issues affecting the ERHF and report
back to the Residents the status of those issues.
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- Section 3: Work to identify and support
projects within other neighborhoods and the City of Newport,
KY when their projects are not harmful to the ERHF and which
accomplish the purposes set forth in Article II.
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- Section 4: To carry out other duties as
the ERHF deems necessary or appropriate.
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Article IV: Membership
- Section 1: All residents of the Gateway
and Mansion Hill Neighborhoods and the ERHF as defined by the
City of Newport, KY, business people, school principals and clergy
who work in the ERHF, who are at least eighteen years of age
and who have attended at least two previous meetings in the previous
twelve months are eligible to vote.
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- Section 2: Non-resident voting membership
may be attained by any individual having demonstrated genuine
interest, concern and acceptance of the stated purposes of the
ERHF per Article II. A candidate shall be granted membership
through either sponsorship of a voting member, or by invitation
of the membership in general. A simple majority "YES"
vote will entitle the candidate to non-resident voting membership.
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- Section 3: Each member shall have one vote.
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- Section 4: There shall be no compensation
paid to any member of the ERHF.
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- Sections 5: No registered candidate for
public office shall be eligible to serve as an officer of the
ERHF. If any ERHF officer becomes and administrative staff member
of the City of Newport, KY or of Campbell County KY governments,
i.e. department heads, executive assistants and appointed staff
executives, he/she shall resign from office.
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Article V: Meetings
- Section 1: The ERHF may meet as it deems
appropriate, but at least four times annually.
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- Section 2: Special meetings may be called
by two Directors or by any member with the approval of two Directors.
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- Section 3: All Meetings shall be preceded
with notice in the ERHF Voice to at least the residents on the
membership roll. The Secretary shall be responsible for this
list.
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- Section 4: The ERHF meetings are open to
the public, but non-members may only participate in discussions
by "invitation."
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- Section 5: All directors must be informed
of meetings two days prior to the meeting.
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- Section 6: Any questions concerning parliamentary
procedures at meetings of the ERHF shall be determined by references
to "Robert's Rules of Order" by the Secretary.
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- Section 7: A minimum of two officers must
be present to conduct an official meeting.
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- Section 8: A quorum shall be constituted
by those present at a regular or special meeting subsequent to
notification of agenda items through the East Row Historic Voice
or other special notice.
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- Section 9: All new members to the ERHF shall
be given a copy of the by laws.
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Article VI: Finance
- Section 1: ERHF will sponsor, conduct, and
support various fund raising events throughout the year for the
sole purpose of promoting the community, educating guests, participants
and Residents, and funding various civic and charitable efforts
as listed in Article II.
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- Section 2: Any expenditure over $250.00
must be voted on by a two thirds vote of all members present
and must benefit the general good of the ERHF, not that of any
individual. All expense reimbursements paid to individuals must
be for activities previously approved by the ERHF. Expenditures
for social events may only be made if the event is open to all
members of the ERHF.
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- Section 3: No expenditure or series of expenditures
must ever cause the bank account of the ERHF to fall below a
balance sufficient to maintain the regular operations of the
ERHF for a period of twelve months after the next fundraising
event. The annual funds necessary to maintain regular operations
of the ERHF shall be defined as: an average of the annual expenditures
for the regular yearly operations of the ERHF over the previous
three years.
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Article VII: Officers
- Section 1: The nominating committee for
office holders will be formed at the January meeting. The nominees
will be slated in February. Nominees will be announced in the
March ERHF Voice and voted on at the March meeting by Members
present. There will be no absentee votes accepted..
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- Section 2: The ERHF shall be directed by
a Board of Directors which shall consist of three elected Directors.
One of the Directors shall be elected Chairperson and President
at Large by the Membership. The remaining two Directors/Advisors
shall be elected respectively as follows: one Resident from the
Gateway Neighborhood and one Resident from the Mansion Hill Neighborhood.
This structure satisfies the City of Newport, KY's requirements
for membership in the Neighborhood Advisory Council and the requirements
of Article II. In addition, there will be an elected Secretary
and an elected Treasurer elected by the Membership.
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- Section 3: These Directors/Officers shall
be elected to one year terms at the March meeting to take possession
of the office at the May meeting. This schedule is to facilitate
the smooth and orderly changeover and to allow ample time for
orientation and administrative transition to incoming officers.
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- Section 4: Any vacancy will be filled at
the next regular meeting by election.
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- Section 5: Candidate must be a member of
the ERHF. The candidate must have been to at least four meetings
during the twelve month period prior to the election. Questions
of eligibility shall be settled by the By Laws Committee with
the advice of the Secretary.
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- Section 6: Officers may not serve more than
two consecutive terms in the same office unless this rule is
waived for an individual case by a unanimous approval of the
Membership.
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- Section 7:
- A.: The Chairperson/President shall:
- Preside at all meetings;
- Serve as an ex-officio member of all committees;
- Be responsible for preparing all agendas;
- Sign ERHF documents and letters as needed;
- Make appointments as needed for the effective work of the
ERHF;
- Perform other duties as required by the members;
- Inform members of the agenda items three days prior to the
meeting;
- Represent the ERHF on issues as directed by majority vote
of the ERHF. No representative shall speak on an issue without
first consulting the Membership.
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- B.: The Director/Advisor shall:
- Assist the Chairperson upon request'
- Assume the duties of the Chairperson in their absence;
- Attend the Neighborhood Advisory Council Meetings at City
Hall;
- Represent their respective neighborhoods and the ERHF in
accordance with Article II.
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- C.: The Secretary shall:
- Record and maintain an accurate and comprehensive record
of all proceedings of the ERHF;
- Maintain a membership roll;
- Be informed of all items on the agenda;
- Give notice of meetings to ERHF members;
- Write and/or assist in all correspondence assigned to him/her;
- Have custody of the by laws, records and general archives.
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- D.: The Treasurer shall:
- Keep accurate account of moneys and give regular financial
reports;
- Assist in obtaining moneys and be authorized to sign checks;
- Such checks shall be countersigned by the Chairperson and
such disbursements may only be for those expenses approved by
ERHF;
- Conduct an annual audit;
- File all forms required to insure the tax exempt status;
- Maintain all liability insurance required for 19-C-3 corporations.
- Contract with and maintain a working relationship with a
CPA firm for tax filing requirements
- In the absence of an elected Treasurer, dual signed checks
will be required of the Chairperson and other Director.
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- Section 8: Any Director who misses three
consecutive, regular meetings, without just cause, may be dismissed
at the discretion of the ERHF.
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- Section 9: Any Director or Member shall
be dismissed for cause as prescribed in "Robert's Rules
of Order."
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- Section 10: The election of officers shall
be conducted under the procedure stated herein:
- The nominating committee shall prepare a slate of candidates,
but nominations may be accepted from the floor;
- A member may not nominate him/herself;
- A nomination shall require a second before being accepted;
- Members must have attended at least two meetings in the previous
twelve months in order to be eligible to vote in the election;
- Votes shall be cast by secret ballot;
- Ballots are counted by three members not running for office;
- Ballots are turned over to the Secretary in case of appeals;
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Article VIII: Committees
- Section 1: There shall be the following
standing committees with primary responsibilities in keeping
with Article II as a general guide and specific responsibilities
as directed by the Membership of ERHF.
- Communications Committee shall be responsible for
free flow of information to the membership of ERHF.
- Finance and Planning Committee shall be responsible
for fundraising and securing grants when possible, and addressing
Charitable needs within the City of Newport, KY.
- Special Events Committee shall be responsible, in
conjunction with the Finance Committee, for Tall Stacks Events,
Riverfest T-shirt Sales, and the Victorian Christmas Tour.
- Historic Preservation Committee shall be responsible
for education, community services and promoting our historic
character.
- Beautification Committee shall be responsible for,
in conjunction with the East Row Garden Club, to enhance the
streetscapes and parks within the City of Newport, KY.
- By Laws Committee shall consist of at least three
members chosen by the ERHF. The Committee shall settle questions
upon request and make a comprehensive review of the by laws each
year in December. In addition, they will be responsible for developing
and maintaining a philosophical statement for the organization.
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- Section 2: Other Committees may be formed
as needed by direction of the ERHF.
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- Section 3: The membership of committees
shall consist of volunteers endorsed by the membership who shall
choose their own chairpersons.
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- Section 4: Each committee shall develop
written procedures for their operations and shall make regular
reports to the ERHF meetings.
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Article IX: The East Row Garden Club
- Section 1: The East Row Garden Club, hereinafter
referred to as ERGC, shall exist as the educational division
of the ERHF, in keeping with Article II, and in compliance with
all legal requirements for a 19-C-3 Corporation.
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- Section 2: The ERGC shall retain special
status as an independent ongoing organization with an elected
body of officers from within the ERGC, purpose and agenda, in
keeping with Article II.
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- Section 3: The ERGC shall maintain within
the financial framework of the ERHF, segregated financial receipts
and disbursements to facilitate the conducting of their programs
and fund-raisers at their sole discretion.
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- Section 4: All funds received from dues
paid to the ERGC, and raised through special fund-raising events
led by the ERGC shall be used at their sole discretion.
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Article X: Political Activities
At all times all policies, procedures, and activities of the
ERHF shall be in strict compliance with all IRS regulations governing
political activities, informational and educational efforts regarding
individuals seeking public office.
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Article XI: Amendment of the By Laws
These by laws may be amended, altered, or repealed at any two
consecutive meetings of the ERHF. If the members have been notified
of such proposal one month in advance of the beginning of the
process, provided any change proposed shall be approved by at
least a two thirds vote of the ERHF Members present.
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