Draft - Updated 5/28/2025

BYLAWS OF THE BAGLEY NEIGHBORHOOD ASSOCIATION (BNA)

A Michigan Nonprofit Corporation

ARTICLE I: NAME AND PURPOSES

Section 1.1:        Name: The name of the organization shall be Bagley Neighborhood Association (BNA) (hereinafter referred to as the "Corporation").

Section 1.2.         Purpose: The Corporation is organized exclusively for charitable and educational

purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, specifically to foster community, advocate for residents, and promote a safe, vibrant, and inclusive environment for all.

ARTICLE II: MEMBERSHIP^[a]

Section 2.1:        Application for membership shall be open to any person with primary residence in the Bagley neighborhood that supports ^[b]the purpose statement in Article I, Section 2 and continuing membership is contingent upon being up-to-date on membership dues^[c]. Dues are valid one year from payment date. Membership is one per household.

Section 2.2:         Removal of Members from BNA: Removable offenses: harassment, threat, violence, misuse of funds or resources, acting publicly in a way that harms reputation of BNA, disruptive in meetings. written complaint by any Member, reviewed by Board, give a warning, and majority of Board vote.

ARTICLE III: MEETINGS OF THE MEMBERSHIP

Section 3.1:        Annual Meeting. The date of the annual meeting shall be set by the Board of Directors who shall set the second Saturday in April to be adjusted by the Board if there are any conflicting holidays. At the Annual Meeting the Board will present the Annual Report and the Board election will take place.

Section 3.2:        Special ^[d]Meetings. Special meetings may be called by the President of the Board or a simple majority of the Board of Directors. A written request sent to the Board and signed by ten-percent of the Members may call a special meeting.

Section 3.3:        Notice. Notice of each meeting shall be given to each Member, by email or by mail, not less than ten days before the meeting.

ARTICLE IV: OFFICES

Section 4.1:        Principal Office

The principal office of the Corporation shall be located in the State of Michigan.

Section 4.2:         Registered Office and Agent

The Corporation shall maintain a registered office and registered agent in the State of Michigan.

ARTICLE V: BOARD OF DIRECTORS^[e]

Section 5.1:        General Powers

The affairs of the Corporation shall be managed by its Board of Directors.

Section 5.2:        The Board is responsible for overall policy and direction of the Association and delegates responsibility for day-to-day operations to the Association’s President and committees. 

Section 5.3:        Number and Qualifications

The Board shall consist of nine and no less than five directors. Directors must be at least 18 years of age, a current Member, and a Member for at least a year. Any Member interested in joining the Board will email their bio to the Board by December 15th prior to the election year and in January present their candidacy to the Members. The Secretary will create a ballot for the April Annual Meeting.

Section 5.4:        Election and Term of Office

Directors shall be elected by the Members at the Annual Meeting. Each Director shall serve a term of two (2).

Section 5.5:        Resignation and Removal

Any Director may resign by written notice to the general BNA inbox. Directors may be removed with cause by a two-thirds vote of the remaining Directors. Missing meetings (unexcused absence two consecutive), not performing duties, or reasons listed in Section 2.2.

Section 5.6:         Vacancies

All board vacancies shall be filled by majority vote of the remaining Directors for the unexpired portion of the term. The President of the Board does not have the authority to appoint board members.

ARTICLE VI: OFFICERS

Section 6.1:        Officers

The officers of the Corporation shall be a President, Secretary, and Treasurer, elected from among the members of the Board of Directors. The President, Secretary, and Treasurer serve at the discretion of the Board of Directors. New Officer may be created by the majority of Directors.

Section 6.2:        Election and Term

Officers shall be elected annually by the Board of Directors. Each officer shall serve a one-year term and may be re-elected. This will take place at the May Board Meeting.

Section 6.3:        Duties

President

- Presides at all meetings of the Board

- Serves as the principal executive officer of the Corporation

- Supervises and controls all business and affairs of the Corporation

- Signs any deeds, mortgages, contracts, or other instruments authorized by the Board

Secretary

- Keeps minutes of all Board meetings

- Maintains corporate records

- Ensures all notices are given in accordance with these bylaws

- Maintains current contact information for all Directors and Membership status

Treasurer

- Has charge and custody of all funds and securities of the Corporation

- Receives and gives receipts for funds due to the Corporation

- Deposits all funds in the name of the Corporation

- Prepares financial reports for Board meetings

- Ensures preparation of annual tax returns and financial statements

- Maintain budget summary for quarterly General Meetings

- List of assets and locations

- Bank statements uploaded to Director

- Summary before General Meetings

- Stay current on financial matters with local, state, and federal

ARTICLE VII: MEETINGS OF THE BOARD

Section 7.1:        Regular Meetings

The Board shall meet monthly, with the annual meeting held in April.

Section 7.2:        Special Meetings

Special meetings may be called by the President or by written request of one-third of the Directors.

Section 7.3:        Notice^[f]

Notice of meetings shall be given at least 7 days prior to regular meetings and 3 days prior to special meetings.

Section 7.4:        Quorum

A majority of Directors (6) shall constitute a quorum.

Section 7.5:        Manner of Acting

The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board. Any vote of the Board ending in a tie would be considered not passing.

ARTICLE VIII: COMMITTEES

Section 8.1:         Executive Committee

The Executive Committee shall consist of the officers and shall have the power to act on behalf of the Board between meetings, except as limited by resolution of the Board.

Section 8.2:        Other Committees

The Board may create other committees as needed to carry out the purposes of the Corporation.

ARTICLE IX: FISCAL YEAR

The fiscal year shall begin on January 1 and end on December 31.

ARTICLE X: AMENDMENTS

These bylaws may be amended by a two-thirds vote of the Directors present at any regular meeting or special meeting, provided that notice of the proposed amendment has been given at least 10 days prior to the meeting.

ARTICLE XI: DISSOLUTION

Upon dissolution, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

ARTICLE XII: INDEMNIFICATION

The Corporation shall indemnify its Directors and Officers to the fullest extent permitted by Michigan law.

CERTIFICATION

These bylaws were approved at a meeting of the Board of Directors by a two-thirds majority vote on [DATE].

_____________________________

Secretary

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Date