Bylaws

(Approved on December 14th,  2023)

Article I - Name

The name of the Association shall be Monte Sano Civic Association (MSCA).

Article II - Purpose

Section 1.  Mission Statement  

  1. This Association is formed as a group of volunteers working to build and support social connection (activities) and community engagement. 

  2. The MSCA acts as a welcoming and flexible organization that promotes and helps to sustain a cohesive community as it grows and changes.

  3. The MSCA’s goal is to enhance the livability of the area and create opportunities to visit with neighbors.

Section 2.  Objectives of the MSCA

  1. As a neutral liaison, promote and foster participation and communication among members, local government agencies, and other neighborhoods.

  2. Act as an impartial information conduit for members, providing relevant and timely data about events that may impact all neighbors.

  3. Foster cooperation among diverse interests within the neighborhood. 

  4. Reach out to all areas of the mountain and age groups so that all mountain residents have the opportunity to become involved in neighborhood affairs and activities.

  5. Welcome new residents and share resources to help them integrate. 

Section 3.  MSCA Members

  1. Membership is per household for a two-year period.  An individual, 18 years or older, may be a MSCA member provided they own or rent a residence on Monte Sano and have paid the annual membership dues. 

  2. Residences include property from the intersection at Governor’s Dr SE and Monte Sano Boulevard SE to the Fearn Street intersection with Bankhead Parkway. 

  3. As new subdivisions are developed, additional streets must be considered for membership on a case-by-case basis, and the MSCA should vote at its annual meeting.  A quorum is required to allow membership.  

  4. Members who relocate from Monte Sano mountain are no longer eligible for membership.

Section 4.  Ethics

The MSCA does not discriminate and will not condone discrimination with regard to race, color, national origin, religion, sex, sexual orientation, age, gender, disability, or veteran status in its membership, nor in the programs or activities which it operates. 

Article III.  Governance

Section 1.  Board of Directors

The governing body will consist of the Board of Directors and Committee Chairs.  No more than one person from a member household may serve on the board of directors at any given time. Members of the board should reside within the boundaries defined by the MSCA. The board shall be accountable to the membership, shall seek the views of those affected by any proposed policies or actions before adopting any recommendation on behalf of the MSCA; and shall strictly comply with these bylaws. In addition, the board shall liaison with government agencies to advocate for its membership when events or issues affect mountain residents. The affairs of the MSCA will be managed by the Board in the interim between general membership meetings. 

The board will be composed of 10 voting positions:

  • President

  • Vice President/Parliamentarian 

  • Secretary

  • Treasurer/Membership

  • Standing Committee Chairs 

Section 2.  Board Terms

The MSCA board term commences on January 1st, and elected officials are expected to serve a two-year tenure on the board. During their initial meeting of the year, preferably held in January, board members will collaboratively determine specific board positions and appoint committee chairs.

To facilitate a seamless transition of responsibilities, any board members vacating their positions are required to meet with their respective successors by the end of February, following the first board meeting of the year. This meeting aims to ensure the successful transfer of knowledge and tasks, fostering continuity and effective governance within the organization.

Section 3.  Eligibility

Only MSCA members are qualified to be a board member.  

Section 4.  Electing Board Members

The Nominating Committee will solicit volunteers from the general membership to replace the board members whose two-year terms are ending. Terms should be staggered so that no more than 5 voting board members are vacating at a time. 

  1. Prior to September 1 of each year a Nominating Committee of six (6) members shall be elected by the board. The Nominating Committee shall be at least three (3) members taken from the Board of Directors and three (3) volunteers from the membership at large. The Nominating Committee shall elect its own Chairperson.

  2. By September 15 of each year the Nominating Committee shall prepare a succinct memorandum that describes the Committee’s plan and share it with the Board.

  3. Prior to October 15 of each year the Nominating Committee shall prepare a ballot containing the names of at least 8 (eight) candidates. If there are fewer than five (5) candidates available to serve, a current board member whose term has ended can volunteer to be a candidate. If elected, they would remain on the board and serve an additional year. 

  4. Ballots must be made available to MSCA members by no later than November 1st. Ballots must be returned by December 1st to be counted. 

  5. Voting shall be limited to one vote for each current family membership. Each household may vote for five (5) candidates with a provision for write-ins.

  6. The Nominating Committee will tabulate the results and report the results of the tabulation to the president. The five (5) candidates receiving the highest number of votes shall be declared elected. The board shall report the election results to the membership as soon as the results are tabulated.

  7. After the election, the new board will choose the officers and committee chairs for the next year.

Section 5.  Vacancies During a Term

When a Board vacancy exists, the Board shall fill the vacancy. The new board member appointed to fill a vacancy shall serve the remainder of the unexpired term. If the board member wishes to remain on the Board following this term, they can submit their name to the nominating committee as a candidate. 

Section 6.  Removal from Board

If a board member fails to attend 3 consecutive meetings without a valid excuse or otherwise fails to perform any of the duties required of their position, their office may be declared vacant by a ⅔ majority vote of the Board and the vacancy will be filled as prescribed by these bylaws.

Section 7.  Conflict of Interest

If a conflict of interest is identified, that board member will recuse themselves from discussion and refrain from voting on the issue. A conflict of interest is defined as a situation where an individual, their family, or their business interests would gain financial benefit or suffer a negative impact as a result of actions taken by the board.  

Section 8. Compensation

As volunteers, there is no compensation for work completed as a member of the board. 

Section 9. Bank Account Access
Two or three Board Members should be approved bank account signatories for the Association’s bank account. The board must vote to confirm which members should have access and document this decision in minutes, as well as note any signatories that should have their access removed (eg. former board members).

Section 10. Out-of-Pocket Expenses

Board Members may be reimbursed for out-of-pocket expenses as approved by the Board of Directors. Receipts for goods and services in support of a MSCA event are required for a requested reimbursement. Board Members will notify the President and Treasurer when expenses are expected to cost between $25 and $250 per purchase. If the President or Treasurer disagrees with the purchase, they may raise the issue to the board for a vote. Any expenses above $250 require a board vote. 

Itemized receipts for goods and services purchased in support of an MSCA event will be provided to the Treasurer. The Treasurer will pay for approved reimbursements by check or electronic payment. 

Article IV.  Officers

Section 1.  President

  1. The President shall preside over all (either regular or special) meetings of the membership.

  2. The President shall represent the Board within the MSCA community and will work with the Communications Chair to inform the membership of activities and events.

  3. The President will solicit items for the agenda prior to the meeting, prepare the agenda, and provide the agenda to each committee chair and/or officer seven (7) days prior to all board meetings.

Section 2.  Vice President/Parliamentarian

  1. The Vice President will assist the President and may preside at meetings.  

  2. The Vice President will perform additional duties as assigned by the Board of Directors.  

  3. In the Parliamentarian role, the Vice President will determine parliamentary procedures, when necessary, and their decision will be final.  All procedures will be based on Robert’s Rules of Order.  A simplified version of these procedures can be found in Appendix A.

  4. The Vice President/Parliamentarian will keep all discussions on task so that the agenda remains topic-related.   

Section 3.  Secretary

  1. The Secretary will maintain accurate minutes of each meeting and will post or email copies to each board member within a reasonable time, but always before the next called meeting. 

  2. The Secretary will have custody of all records, papers, and supplemental information that record the actions of the MSCA.

  3. These records will be housed in a central location, digitally accessible by all board members, which is currently the MSCA Google Drive (as of 2022-2023) for future generations’ knowledge. The purpose of the repository is to create the historical record of MSCA board decisions. Access to this repository will be granted and/or transferred to the incoming board for future use.  

Section 4.  Treasurer/Membership

  1. The Treasurer will oversee all funds, expenditures, fiscal papers and any tangible holdings of the MSCA.  

  2. They will ensure that the revenues are deposited, that all bills are paid, as authorized by the Board, and are paid in a timely manner.  

  3. The Treasurer will maintain full and complete records of all fiscal actions, either electronically or on paper, and will maintain a digital record in the same location as the board minutes.  They will coordinate with an accountant to ensure tax filings are completed properly each year.

  4. At each board meeting, the Treasurer will prepare and present the financial status of the MSCA. This report should be made available to the board members in print and online for viewing. 

  5. The Treasurer will prepare a year-end report with printed copies given to each board member once per year. 

  6. The Treasurer will prepare and inform members of the financial status of the MSCA at the yearly membership meeting.

The Treasurer’s Membership responsibilities include:  

  1. In the Membership role, the Treasurer will hold and maintain accurate, up-to-date lists of all members, membership renewal dates, maintain the weblinks to receive electronic dues’ payments, and monitor the MSCA mailbox. 

  2. The Treasurer will provide the current listing to the Directory Committee. The Treasurer will work with the chair of the Directory Committee during efforts to update and reissue the directory.

Section 5.  Standing Committees

Each standing committee will have a chair, selected from one of the 10 elected board members. All committees will be subject to the authority delegated by the Board. The Board will share information regarding activities, future plans, and current status of the committee’s ongoing events to the general membership.

  1. MSCA Directory:  This is a standing committee that prepares and publishes the MSCA telephone directory.  Re-issue dates of the directory are determined by MSCA board members if there are significant changes in the Monte Sano population. The Chair of the Directory Committee will work with the Treasurer to ensure that the directory is created with current membership details.

    Before beginning work on the directory, the MSCA Directory Committee shall prepare a succinct memorandum that describes the Committee’s plan and share it with the Board.

  2. Community Liaison:  The Community Liaison Chair will foster a partnership with the City of Huntsville and with other city neighborhoods to facilitate and resolve neighborhood concerns. To that end, they will: 

    1. Inform the Board about issues that could affect the MSCA community.

    2. Maintain and report status of new developments that could affect Monte Sano residents, such as plans for future slope development or the reduction of green space.

    3. Assist in determining information channels outside of the MSCA, such as communicating with departments within the City of Huntsville, Huntsville Utilities, as well as the Huntsville Police and Fire Departments.

    4. Support residents in resolving neighborhood concerns.

  3. Communications (Facebook, the MSCA website, newsletter): The Communications Chair is responsible for disseminating information to the Monte Sano community on behalf of the board and community itself. This occurs through multiple channels and mediums such as social media accounts, email lists, physical mail, newsletters, the MSCA website, and others as they are identified. The Communications Chair is responsible for using a consistent voice, meeting editorial standards, and providing details about MSCA events and community issues, etc.

  4. Events and Hospitality Committee:  The Events and Hospitality Chair is responsible for MSCA social events. There shall be a minimum of three social events scheduled each year: one potluck dinner for the full membership, and two additional events. Plans for a potential social event shall be brought before the Board for a vote before advertising to the general membership. The Events and Hospitality Chair shall work with the Communications Chair to ensure the general membership has the necessary information to attend each event.  Social events can be opened to all mountain residents, not just MSCA members.

These social events can combine dinners and refreshment; guest speakers; general information relevant to the community; health, safety, and environmental issues; and other social activities as determined by the Chair. 

  1. Welcome Committee:  This is a standing committee that gathers, assimilates, and produces a comprehensive set of resources to be distributed to new Monte Sano residents. Each new household will receive essential information to ease their transition into the Monte Sano community. The Welcome Committee Chair will work with the Communications Chair to ensure that information shared with new residents is up to date and available for the MSCA website. 

Section 6.  Ad Hoc Committees

Ad Hoc Committees will be named as issues arise and the community evolves. The Board will vote on all appointments or volunteer proposals. Each committee will have a chair and may draw from the current board members or MSCA members at large. All ad hoc committees will be subject to authority delegated by the Board of Directors and serve at the will of the board. If an ad hoc committee chair leaves the position before the committee is disbanded by the Board, there must be a viable transition or handoff of materials relevant to the committee.

Article V.  Board Meetings

Section 1.  The board will meet as often as necessary, but not less than once each calendar quarter. A quorum for the Board meetings will be 50% plus one board member. There are 10 members established by these bylaws, therefore, 6 board members are required for a quorum. Without a quorum, no action can be decided. All members of the Board will be notified of Board meetings at least 14 days in advance, by phone or email.  Prior to a meeting, an agenda will be shared or emailed to each Board member for review prior to the meeting.

Section 2.  Action without Meeting:  Any action requiring timely approval may be addressed through electronic voting, and requires a majority of the board to approve. If any board member votes to table a motion, the motion will not be acted on until the next regularly scheduled board meeting or a special meeting called by the President.

Article VI.  Order of Business

The order of business at meetings will be as follows:

  1. Reading of the minutes of previous meetings. The minutes shall be voted on to be entered into record.

  2. Reports of Officers. The Treasurer’s financial report shall be voted on to be entered into record.

  3. Reports of Committees.

  4. Unfinished Business.

  5. New Business.

  6. Election of Officers

  7. Adjournment.

Article VII. MSCA Dues

The Board, prior to the annual membership meeting, will establish dues for the coming year.  Dues are for a 2-year period and will be sufficient to provide for the necessary expenses of MSCA.  No dues or part thereof will be refunded.  Dues will be paid on the anniversary date of each membership.  Contributions will happily be accepted.

Members who have fully paid their dues will receive a telephone directory.  The treasurer will maintain the listing of paid memberships.

Article VIII.  Annual General Membership Meeting

Section 1.  The MSCA membership will meet, as a minimum, twice each year.  Other general membership, or special, meetings may be held depending on the topics needing discussion, requests from members, or special programs available from outside the community that would be of interest to all members.  The president will send a notice of each meeting, either by email, or weblink, or written notices to non-media-type members.  Meeting advertisement will be at least 14 days or more prior to the meeting date.  If the meeting is an educational or informational meeting, a quorum is not necessary to convene. If the agenda requires a vote from members, a quorum is required.  

Section 2.  The location of the annual membership meeting will be determined by the MSCA board.  Meetings shall be held at a reasonable time and place within the membership area.  The annual meeting will be advertised and identified on whether it is a social event or informational program.  Meeting minutes will be recorded.  Roberts’ Rules of Order will be applied.

Section 3.   At any annual or special meeting, twenty-five (25) households will constitute a quorum when a topic requires a vote to pass/fail.

Section 4.  Special Meetings:  The President and the Board can schedule additional meetings as needed throughout the year.

Section 5.  There will be only one vote per household.  The voting power of all members is equal.

Article IX - Amendments to the Bylaws

Periodically, the bylaws should be reviewed.  A board meeting to review the bylaws will ensure that the board and officers remain familiar with the bylaws and will gauge whether the bylaws accurately reflect the direction of the MSCA,  and will recognize if any clarifications may be needed. 

Amendments to the Bylaws can be suggested at any time,  by anyone or by a group of people or by any board member.  The Board will convene to address the proposed amendment(s).  A quorum for the vote will be 50% plus one board member.

After the board’s review, recommended amendments may be adopted by the affirmative vote of two-thirds (⅔) of the members at a duly held meeting of the membership.  Members will be notified of any proposed amendments at least ten (10) days prior to the membership vote.

Article X: Dissolution Process

Upon the decision to dissolve the Association, the following process shall be followed:

  1. The Board of Directors shall create a Plan of Dissolution; a written description of how the Association intends to distribute its remaining assets and address its remaining liabilities.

  2. The Board of Directors shall call a special meeting to propose the dissolution to the membership.

  3. A two-thirds majority vote of the members present at the special meeting shall be required to approve the dissolution.

  4. In the event of dissolution, the Board of Directors shall be responsible for overseeing the process and ensuring that all obligations are met.

In the event of dissolution, the assets of the organization, including but not limited to funds in the bank account, shall be distributed in the following manner:

  1. Payment of Debts: Any outstanding debts, reimbursements, or liabilities of the organization shall be settled first. The Board of Directors shall be responsible for identifying and addressing all financial obligations.

  2. Disbursement of Funds and Assets: Federal law requires a tax-exempt charitable nonprofit that is dissolving to distribute its remaining assets ONLY to another tax-exempt organization or to the federal government or a state or local government for a public purpose. After settling all debts, reimbursements, and liabilities, the Board of Directors shall designate one or more nonprofit or government organizations, preferably based on Monte Sano, to receive the remaining assets.

The dissolution process and distribution of assets shall comply with all applicable federal, state, and local laws governing nonprofit organizations. You can read more about general nonprofit dissolution at the Council of Nonprofits website.

Appendix A: Robert's Rules of Order - Simplified

Pulled from University of New Hampshire’s website: https://www.unh.edu/fac-senate/summary-simplified-roberts-rules-order

Main Points

  • Everyone has a right to speak once, before anyone may speak a second time. You may only speak when recognized by the Chair and only “through” the Chair.- Obtain the floor by raising your hand.  You cannot be recognized while another member is speaking.

  • Everyone has the right to know what is going on at all times.

  • Only urgent matters (see chart below) may interrupt a speaker.

  • Only one subject at a time may be discussed.

How to Proceed

1.  If you want to bring up a new idea or proposal, raise your hand and be recognized by the Chair.  Then present your motion.  You must have a seconder, for the motion to go to the floor for debate or to be considered.  Debate on a motion or resolution cannot begin until it has been seconded and is stated by the Chair, who will ask “are you ready for the question?”  If no one “rises” to make a point, engage in discussion pro or con, or modify the motion, then the chair calls for the vote. Before the motion (question) is stated by the Chair, members may suggest modification of the motion by amendment.

2.  If you want to change some of the wording of a motion under debate, be recognized by the Chair and then move to amend by:

  • Adding words

  • Striking words or

  • Striking and inserting words

3.  If you like the idea of the motion under debate but you want to reword it substantially, you may move to substitute your motion for the original.  If the originator of the motion agrees that your proposal is a “friendly amendment”, and no one objects, it could supersede the original. Alternatively, if it is seconded, debate can proceed. Eventually the senators will vote on which they prefer.

4.  If you feel that the subject under debate needs more study or investigation, then move to refer it to a committee. Try to be specific as to the charge to the committee and the committee to which you’d like the charge referred. You may also move to instruct the committee, usually to come up with suitable wording to accomplish the will of the Senate.

5.  If you want more time to study the proposal under debate, you may move to postpone debate until a definite time or date.

6.  If you are tired of the current debate, you may move to limit debate to a set period of time or a set number of speakers.  This requires a 2/3 vote.

7.  If you’ve heard enough debate and if no one else has the floor, you may move to close debate.  This requires a second and then a 2/3 vote to pass.  Or you may “move the previous question”, which cuts off debate and requires the senate to vote on the pending question only.  This also requires a 2/3 vote.

8.  If you want to postpone a motion until some later time, you may move to table the motion.  The motion may be taken from the table later, after at least 1 item of business has been conducted.  If the motion is not taken from the table by the end of the next meeting of the senate, it is dead.  To kill a motion at the time it is tabled requires a 2/3 vote.  A majority is required to table a motion without killing it.

9.  If you want to take a short break, move to recess for a set period of time.

10.  If you want to end the meeting, move to adjourn.

11.  If you are unsure that the Chair has correctly announced the results of a vote, you may, without being recognized, call for a “Division of the House”, at which point a standing vote must be taken.     

12.  If you are confused about a procedure and want clarification, without waiting to be recognized, call for “Point of Information” or “Point of Parliamentary Inquiry”. This interrupts debate, and the Chair must ask you to state your question and will attempt to clarify the situation. 

13.  If you think the chair has made a procedural error, without waiting to be recognized, call a “point of order.”  The chair will listen to your point and then rule.  If you disagree, you may “appeal the chair’s decision.”  If seconded,  the Senate will vote whether to uphold the ruling by simple majority. 

14.  If you have changed your mind about a vote taken earlier in the meeting for which you were on the “winning” side, you can move to reconsider.  If a majority agrees, the motion comes back to the floor as if the vote had not happened.

15.  If you want to change a senate action that was voted on at a previous meeting, you may move to rescind the motion.   If you have given the senate previous written notice that you intend to move to rescind, a simple majority is required.  If you have not provided written notice previously, you must have a 2/3 majority to rescind.

16.  If you want to kill a motion which was introduced by another person, you must, before any debate on the motion has occurred, state “I object to consideration.”  You do not need to be recognized by the Chair to do this.  Your motion requires no second and is not debatable.  It requires a 2/3 vote to pass.

Interrupting

SPEAKERS MAY BE INTERRUPTED ONLY FOR THE FOLLOWING

  • POINT OF INFORMATION, to obtain information about business;

  • PARLIAMENTARY INQUIRY, to obtain information about the rules or to ask about the correct motion to accomplish a desired result;

  • QUESTION OF PRIVILEGE if you cannot hear, a safety issue arises or you are uncomfortable, it’s noisy, etc... but only if necessary;

  • POINT OF ORDER, if you see a breach of the rules or improper decorum in speaking; the point of order must be raised immediately after the error is made;

  • APPEAL OF A CHAIR’S RULING, if you disagree with the Chair’s ruling.

  • IF YOU WANT TO INFLUENCE WHAT THE SENATE DISCUSSES

  • Make a MOTION if you want to discuss something specific;

  • If you want to change a motion under discussion, AMEND THE MOTION under discussion;

  • If you want to discuss the topic at another time, move to POSTPONE discussion to a particular date or LAY IT ON THE TABLE;

  • If you think the senators are ready to vote, MOVE THE PREVIOUS QUESTION.