Little Italy Neighborhood Association Bylaws

BY-LAWS
OF
LITTLE ITALY NEIGHBORHOOD ASSOCIATION, INC.

Article 1.

Definitions

Section 1.01 Name.

The “Association” shall mean: LITTLE ITALY NEIGHBORHOOD ASSOCIATION, INC., its successors and assigns. The LITTLE ITALY NEIGHBORHOOD ASSOCIATION, INC. is also referred to as LITTLE ITALY NEIGHBORHOOD ASSOCIATION; LINA; LITTLE ITALY NEIGHBORHOOD ASSOCIATION, Baltimore; and LINA Baltimore.

Section 1.02 Board. The “Board” shall mean the Board of Directors of the Association.

Article 2.

Purpose

Section 2.01

(a) Mission Statement. The Association is dedicated to the preservation, protection, growth and general well-being of the Little Italy community by collaborating with community members and others who share our objectives to celebrate urban living through communal, cultural, educational, literary and charitable endeavors and to effectively address and solve area problems.

(b) Charitable, Educational, and Scientific Purposes and Powers. The purposes of the Association, as set forth in the Articles of Incorporation, are exclusively charitable, educational, within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future Federal tax law (“Section 501(c)(3)”). In furtherance of such purposes, the Association shall have the same powers as an individual to do all things necessary or convenient to carry out the purposes, as set forth in the Articles of Incorporation and these Bylaws.

Section 2.02 Governing Instruments. The Association shall be governed by its Articles of Incorporation and its Bylaws.

Section 2.03 Nondiscrimination Policy. The Association will not practice or permit any unlawful discrimination on the basis of sex, gender identification, age, race, color, national origin, religion, physical handicap, or disability, or any other basis prohibited by law.

Section 2.04 Limitations on Activities. No part of the activities of the Association shall consist of participating in, or intervening in, any political campaign on behalf of or in opposition to any candidate for public office, nor shall the Association operate a social club or carry on business with the general public in a manner similar to an organization operated for profit. Notwithstanding any other provision of these Bylaws, the Association shall not carry on any activity not permitted to be carried on by an Association exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any future federal tax law.

Article 3.
Membership

Section 3.01: Eligibility for Membership. Any current resident of, or business owner within the boundaries of LITTLE ITALY described as follows: 200-500 blocks of Albemarle Street; 1200 block of Bank Street; 200-400 blocks of South High Street; 200-400 blocks of South Exeter Street; 800-1000 blocks of Fawn Street; 800-1000 blocks of Stiles Street; the west side of the 300-400 block of Eden Street; 800-900 blocks of Trinity Street; 200 block of Lloyd Street; 1200 block of Gough Street; the south and north sides of the 800-1300 blocks of Eastern Avenue; the south side of the 900-1100 blocks of East Pratt Street. Also, included are residents and/or business owners of the buildings currently known as Scarlett Place located at 729 E. Pratt Street and 250 S. President Street, Baltimore, Maryland 21202, and Avalon 555 President, located at 555 President Street, Baltimore, MD 21202. These boundaries may be amended by a vote of the membership. The Association reserves the right to require proof of residency or business ownership. Common forms of proof include, but are not limited to, government issued identification, utility bills, and deed/leases.

Section 3.02: Annual Dues. The amount required for annual dues shall be twelve dollars ($12.00), unless changed by a majority vote of the members in attendance at a regular general membership meeting. Dues must be paid by January 31 to cover the period from February 1 through January 31 of the following year. Full payment of annual dues will entitle the member to full membership privileges with the voting exception noted below. Eligible persons may join at any point during a year, but still must pay the full dues. There is no pro-rating of dues.

Section 3.03: Voting Members. The full payment of the annual dues will allow members 18 years of age and older who attend at least one general membership meeting per calendar year the eligibility to vote. Each individual is permitted one (1) vote. Members who want to vote must be present to cast a ballot. Absentee or proxy ballots will NOT be permitted. Attendance can be in person or virtual, if a virtual option is available.

Section 3.04: Notwithstanding the foregoing, members who reside in buildings that provide dedicated parking for residents and are currently not entitled to an Area 14 Residential Parking Permit (RPP), shall not be entitled to vote on matters affecting the issuance of Area 14 RPP parking permits. They may vote on other parking matters, such as, but not limited to, parking hours.

Section 3.05: A variety of topics may be voted on during a meeting. Prior to votes, leadership should allot time for discussion sufficient to hear from different sides of an issue. These include, but are not limited to, parking, safety, and zoning issues. Baltimore City agencies and our elected representatives often consider community association input on issues. Member votes determine if the Association will support/not support an issue. It is understood that the Board is empowered to make support/not support decisions without a vote, but this should be exercised in situations when a decision needs to be made in advance of a membership meeting. If feasible, the Board may ask for votes using an online survey system. Although not always feasible and not required, meeting announcements should notify members of a vote to maximize participation

Section 3.06: General Membership Meetings. Unless otherwise announced, regular general membership meetings of the Association shall be held on the third Tuesday of each month, at a time and place, within the boundaries of Little Italy, including Scarlett Place or Avalon 555 President as noted in Section 3.01, to be designated by the Board of Directors. Opportunities to discuss unfinished and new business should be afforded to attendees at General Membership meetings. The presiding officer may limit the amount of time for discussion and debate or may schedule discussion and debate at a subsequent meeting to afford more time for consideration of a topic.

Section 3.07: Majorities and Quorums. All Board of Director elections shall be held and questions decided by a majority of the votes cast at a duly constituted meeting. A quorum shall consist of 2/3 of the membership or twenty-five (25) members in good standing, whichever is less.

Section 3.08: Termination of membership. Voting rights are revoked whenever the member is in default of payment of the annual Association dues. Membership can also be revoked for disorderly or abusive conduct by a majority vote of the members in attendance at a general membership meeting. Prior to the vote, a verbal warning shall be given by a member of the Board and if the offensive behavior continues after the warning, the President or their designee will initiate a vote to revoke the offender’s membership. If the offender is not in attendance, the Board may consider an alternative method to revoke membership, but any method must still require a majority vote of members.

Section 3.09: Resignation: Any member may resign by filing a written resignation with the Treasurer of the Association.

Section 3.10: Any question concerning parliamentary procedure at meetings shall be determined by the President by reference to Robert’s Rules of Order on advice of any Board member.

Article 4.

Board of Directors

Section 4.01 General Powers. The affairs of the Association shall be managed by its Board of Directors. The Board shall have control of and be responsible for the management of the affairs and property of the Association.

Section 4.02 Annual Board Meeting. A meeting of the Board shall be held annually at such place, on such date and at such time as may be fixed by the Board, for the purpose of receiving annual reports of the Board and Officers, and for the transaction of such other business as may be brought before the meeting.

Section 4.03 Number. The number of Directors constituting the entire Board shall be fixed by the Board, but such number shall not be less than three (3).

Section 4.04 Election and Term of Office. The initial Directors of the Association shall be those persons specified in the Certificate of Incorporation of the Association. Each Director shall hold office until the next annual meeting of the Board and until such Director’s successor has been elected and qualified, or until their death, resignation, or removal.

Section 4.05 Powers and Duties. Subject to the provisions of law, of the Certificate of Incorporation and of these By-Laws, but in furtherance and not in limitation of any rights and powers thereby conferred, the Board shall have the control and management of the affairs and operations of the Association and shall exercise all the powers that may be exercised by the Association.

Section 4.06 Additional Meetings. Regular meetings of the Board may be held at such times as the Board may from time to time determine. Special meetings of the Board may also be called at any time by the President or by a majority of the Directors then in office. Regular meetings and special meetings of the Board are referred to hereinafter as “Board Meetings.”

Section 4.07 Notice of Meetings. No notice need be given of any annual or regular meeting of the Board. Notice of a special meeting of the Board shall be given by service upon each Director in person, by email or text message, or by mailing the same to them at their post office address as it appears upon the books of the Association. Notice of a special meeting of the Board should be given at least two business days (Saturdays, Sundays and legal holidays not being considered business days for the purpose of these By-Laws) if given in person, by email or text message; or at least four business days, if given by mailing the same, before the date designated for such meeting specifying the place, date and hour of the meeting. Whenever all of the Directors shall have waived notice of any meeting either before or after such meeting, such meeting shall be valid for all purposes. A Director who shall be present at any meeting and who shall not have protested, prior to the meeting or at its commencement, the lack of notice to them, shall be deemed to have waived notice of such meeting. In any case, any acts or proceedings taken at a Directors’ meeting not validly called or constituted may be made valid and fully effective by ratification at a subsequent Directors’ meeting that is legally and validly called. Except as otherwise provided herein, notice of any Directors’ meeting or any waiver thereof need not state the purpose of the meeting, and, at any Directors’ meeting duly held as provided in these By-Laws, any business within the legal province and authority of the Board may be transacted. Any significant actions taken, or decisions rendered at each Board Meeting shall be disclosed at the next general meeting to the members.

Section 4.08 Quorum. At any meeting of the Board, a majority of the Directors then in office shall be necessary to constitute a quorum for the transaction of business. However, should a quorum not be present, a majority of the Directors present may adjourn the meeting from time to time to another time and place, without notice other than announcement at such meeting, until a quorum shall be present.

Section 4.09 Voting. At all meetings of the Board, each Director shall have one vote. In the event that there is a tie in any vote, the President shall have an additional vote to be the tie-breaker.

Section 4.10 Action Without a Meeting. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or any such committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or any such committee shall be filed with the minutes of the proceedings of the Board or such committee.

Section 4.11 Removal. Any Director may be removed for cause by a 2/3 vote of the membership at a general meeting provided there is a quorum including not less than a majority of Directors present at the meeting at which such action is taken.

Section 4.12 Resignation. Any Director may resign from office at any time by delivering a resignation in writing to the Board of Directors, and the acceptance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective.

Section 4.13 Vacancies. Any newly created directorships and any vacancy occurring on the Board arising at any time and from any cause may be filled by the vote of a majority of the Directors then in office at any Directors’ meeting. A Director elected to fill a vacancy shall hold office for the unexpired term their predecessor.

Section 4.14 Committees. The Board, by resolution adopted by a majority of the entire Board, may designate from among the Directors an executive committee and other standing committees, each consisting of three or more Directors, to serve at the pleasure of the Board, and each of which, to the extent provided in such resolution, shall have the authority of the Board. The Board may designate one or more Directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.

Section 4.15 Participation by telephone or video conference. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone, video conference, or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Article 5.

Officers

Section 5.01 Election and Qualifications; Term of Office. The Board of Directors are also Officers of the Association and be a President, a Treasurer, and a Vice-President. These Officers must reside within the boundaries of Little Italy as defined above. These Officers shall be elected by the members at an annual meeting of the membership and each Officer shall hold office for a term of two years with a two-year consecutive term limit and until such Director’s successor has been elected or appointed and qualified, unless such Officers shall have resigned or shall have been removed as provided in Sections 5.08 and 5.09 of this Article V. The Board may appoint such other Officers as may be deemed desirable, including one or more Vice-Presidents, one or more Communication Directors, Parliamentarians, Secretaries, Treasurers, Sergeant of Arms or Assistants to these positions. These officers may vote on Board matters at the discretion of the President, Vice President, and/or Treasurer. Such Officers shall serve for such period as the Board may designate. Term limits may be waived by a majority vote of the membership at a general meeting or by the Board of Directors during a Force Majeure Event. “Force Majeure Event” means (a) acts of God; (b) flood, fire, earthquake, other potential disaster(s) or catastrophe(s), such as epidemics, pandemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions, including but not limited to quarantine; or (e) national or regional emergency. For the avoidance of doubt, the Covid-19 pandemic commencing in 2019/2020 is a Force Majeure Event. In the case of a force majeure event, general membership should vote on the action at an appropriate time, even if it is ex post facto.

Section 5.02 Vacancies. Any vacancy occurring in any office, whether because of death, resignation or removal, with or without cause, or any other reason, shall be filled by the Board.

Section 5.03 Powers and Duties of the President. The President shall be the Chief Executive Officer of the Association. The President shall from time to time make such reports of the affairs and operations of the Association as the Board may direct and shall preside at all meetings of the Board. The President shall have such other powers and shall perform such other duties as may from time to time be assigned to the President by the Board.

Section 5.04 Powers and Duties of the Vice-Presidents. Each of the Vice-Presidents, if any, shall have such powers and shall perform such duties as may from time to time be assigned to such Vice President by the Board.

Section 5.05 Powers and Duties of the Secretary/Communications Director (“Secretary”). The Secretary shall record and keep the minutes of all meetings of the Board and the general membership. Minutes of the previous general meeting shall be read at every meeting of the Board and general membership or, alternatively, distributed in advance of the meeting by email, posted on a designated website, or other social media avenues and a printed version will be made available for review at the meetings. The Secretary shall be the custodian of, and shall make or cause to be made the proper entries in, the minute book of the Association and such books and records as the Board may direct. The Secretary shall be the custodian of the seal of the Association and shall affix such seal to such contracts, instruments and other documents as the Board or any committee thereof may direct. The Secretary shall have such other powers and shall perform such other duties as may from time to time be assigned to the Secretary by the Board.

Section 5.06 Powers and Duties of the Treasurer. The Treasurer shall be the custodian of all funds and securities of the Association. Whenever so directed by the Board, the Treasurer shall render a statement of the cash and other accounts of the Association, and the Treasurer shall cause to be entered regularly in the books and records of the Association to be kept for such purpose full and accurate accounts of the Association’s receipts and disbursements. The Treasurer shall at all reasonable times exhibit the books and accounts to any Director upon application at the principal office of the Association during business hours. The Treasurer’s Report shall be read at every meeting of the Board and general membership or, alternatively, distributed in advance of the meeting by email, posted on a designated website, or other social media avenues and a printed version will be made available for review at the meetings. The Treasurer shall have such other powers and shall perform such other duties as may from time to time be assigned to the Treasurer by the Board.

Section 5.07 Delegation. In case of the absence of any Officer of the Association, or for any other reason that the Board may deem sufficient, the Board may at any time and from time to time delegate all or any part of the powers or duties of any Officer to any other Officer or to any Director or Directors.

Section 5.08 Removal. Any Officer may be removed from office at any time, with or without cause, by a vote of a majority of the Directors then in office at any meeting of the Board.

Section 5.09 Resignation. Any Officer may resign their office at any time, such resignation to be made in writing and to take effect immediately without acceptance by the Association.

Article 6.

Bank Accounts, Checks, Contracts and Investments

Section 6.01 Bank Accounts, Checks and Notes. The Board is authorized to select the federally insured banks or depositories it deems proper for the funds of the Association. The Board shall determine who shall be authorized from time to time on the Association’s behalf to sign checks, drafts or other orders for the payment of money, acceptances, notes or other evidences of indebtedness.

Section 6.02 Contracts. The Board may authorize any Officer or Officers, agent or agents, in addition to those specified in these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. Unless so authorized by the Board, no Officer, agent or employee shall have any power or authority to bind the Association by any contract or engagement or to pledge its credit or render it liable for any purpose or to any amount.

Section 6.03 Investments. The funds of the Association may be retained in whole or in part in cash or be invested and reinvested from time to time in an interest bearing account at a federally insured bank or depository provided the funds remain subject to withdrawal without penalty.

Article 7.

Indemnification

Section 7.01 Indemnity Under Law. The Association shall indemnify and advance the expenses of each person to the full extent permitted by law.

Section 7.02 Additional Indemnification.
(a) The Association hereby agrees to hold harmless and indemnify each of its Directors, Officers, employees and agents (the “Indemnitee”) from and against, and to reimburse the Indemnitee for, any and all judgments, fines, liabilities, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred, as a result of or in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than one by or in the right of the Association to procure a judgment in its favor, including an action, suit or proceeding by or in the right of any other association of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise for which the Indemnitee served in any capacity at the request of the Association, to which the Indemnitee is, was or at any time becomes a party, or is threatened to be made a party, or as a result of or in connection with any appeal therein, by reason of the fact that the Indemnitee is, was or at any time becomes a Director or Officer of the Association, or is or was serving or at any time serves such other association, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, whether arising out of any breach of the Indemnitee’s fiduciary duty as a Director, Officer, employee or agent of such other association, partnership, joint venture, trust, employee benefit plan or other enterprise under any state or federal law or otherwise; provided, however, that no indemnity pursuant to this Section 2 shall be paid by the Association (i) if a judgment or other final adjudication adverse to the Indemnitee establishes that the Indemnitee’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that the Indemnitee personally gained in fact a financial profit or other advantage to which the Indemnitee was not legally entitled; or (ii) if a final judgment by a court having jurisdiction in the matter shall determine that such indemnification is not lawful. The termination of any such civil or criminal action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create any presumption that the Indemnitee acted in bad faith and/or was dishonest.

(b) The obligation of the Association to indemnify contained herein shall continue during the period the Indemnitee serves as a Director, Officer, employee or agent of the Association and shall continue thereafter so long as the Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Indemnitee was a Director or Officer of the Association or served at the request of the Association in any capacity for any other association, partnership, joint venture, trust, employee benefit plan or other enterprise.

(c) Promptly after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee will, if a claim in respect thereof is to be made against the Association under this Section 2, notify the Association of the commencement thereof; but the omission so to notify the Association will not relieve it from any liability which it may have to the Indemnitee otherwise than under this Section 2. With respect to any such action, suit or proceeding as to which the Indemnitee notifies the Association of the commencement thereof:
(i) The Association will be entitled to participate therein at its own expense; and,
(ii) Except as otherwise provided in the last sentence of this subpart ii, to the extent that it may wish, the Association jointly with any other indemnifying party similarly notified will be entitled to assume the defense thereof, with counsel satisfactory to the Indemnitee. After notice from the Association to the Indemnitee of its election so to assume the defense thereof, the Association will not be liable to the Indemnitee under this Section 2 for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided in the last sentence of this subpart ii. The Indemnitee shall have the right to employ their own counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Association of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (A) the employment of counsel by the Indemnitee has been authorized by the Association in connection with the defense of such action, (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Association and the Indemnitee in the conduct of the defense of such action, or (C) the Association shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnitee shall be borne by the Association (it being understood, however, that the Association shall not be liable for the expenses of more than one counsel for the Indemnitee in connection with any action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances). The Association shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Association or as to which the Indemnitee shall have made the conclusion provided for in clause (B) of the preceding sentence of this subpart ii.
(iii) Anything in this Section 2 to the contrary notwithstanding, the Association shall not be liable to indemnify the Indemnitee under this Section 2 for any amounts paid in settlement of any action or claim effected without its written consent. The Association shall not settle any action or claim in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Association nor any such person will unreasonably withhold their consent to any proposed settlement.

(d) In the event of any threatened or pending action, suit or proceeding which may give rise to a right of indemnification from the Association to the Indemnitee pursuant to this Section 2, the Association shall pay, on demand, in advance of the final disposition thereof, expenses incurred by the Indemnitee in defending such action, suit or proceeding, other than those expenses for which the Indemnitee is not entitled to indemnification pursuant to clause (ii) of the proviso to part (a) of this Section 2 or part (b) of this Section 2. The Association shall make such payments upon receipt of (i) a written request made by the Indemnitee for payment of such expenses, (ii) an undertaking by or on behalf of the Indemnitee to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Association hereunder, and (iii) evidence satisfactory to the Association as to the amount of such expenses. The Indemnitee’s written certification together with a copy of the statement paid or to be paid by the Indemnitee shall constitute satisfactory evidence as to the amount of such expenses.

(e) The rights to indemnification and advancement of expenses granted to the Indemnitee under this Section 2 shall not be deemed exclusive, or in limitation of any other rights to which the Indemnitee may now or hereafter be entitled under the Association’s Certificate of Incorporation or otherwise under the Association’s By-Laws, as now in effect or as hereafter amended, any agreement, any vote of members or Directors, any applicable law, or otherwise.

Section 7.03 Limitation. No amendment, modification or rescission of this Article VII shall be effective to limit any person’s right to indemnification with respect to any alleged cause of action that accrues or other incident or matter that occurs prior to the date on which such modification, amendment or rescission is adopted.

Article 8.

Dissolution

The Association may be dissolved only upon adoption of a plan of dissolution and distribution of assets by the Board that is consistent with the Certificate of Incorporation and with State law.

Article 9.

Amendments

These By-Laws may be altered, amended, added to or repealed at any meeting of the Board called for that purpose by the vote of a majority of the Directors then in office, and a subsequent majority vote of the members at a meeting of the general membership.

Article 10.

Construction

In the case of any conflict between the Certificate of Incorporation of the Association and these By-Laws, the Certificate of Incorporation of the Association shall control.


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Bryan Chiapparelli
President

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Daniel A. Sutherland Weiser
Vice President

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Nancy Hayden
Treasurer