Bylaws – Inman Park Neighborhood Association

BYLAWS OF THE INMAN PARK NEIGHBORHOOD ASSOCIATION, INC. (IPNA)

The following Bylaws shall be subject to, and governed by, the Georgia Non-profit Code and the Articles of Incorporation of the Corporation. In the event of a direct conflict between the provisions of these Bylaws and the mandatory provisions of the Code, the Code shall control. In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation, these Bylaws shall control.

ARTICLE 1: NAME AND BOUNDARIES

The name of the organization shall be the Inman Park Neighborhood Association, Inc. (“IPNA”)
The Inman Park neighborhood area shall be as defined by the City of Atlanta, which is generally the area bounded as follows:
1. The southern boundary is DeKalb Avenue, beginning at Moreland Avenue on the east and continuing until intersecting with the Atlanta Beltline / historic rail bed on the west,
2. The western boundary is the Atlanta Beltline / historic rail bed from the intersection with DeKalb Avenue, traveling north until it intersects with Freedom Parkway,
3. The northern boundary is Freedom Parkway from the intersection with the Atlanta Beltline, and traveling west to Moreland Avenue, and
4. The eastern boundary is Moreland Avenue beginning at the intersection with Freedom Parkway and traveling south to DeKalb Avenue.

ARTICLE 2: PURPOSE

The purpose of the IPNA is to promote education about historic Inman Park, to encourage and actively participate in the preservation of the historic attributes of Inman Park, promote the common good and general welfare of the community, and all other purposes allowed under IRS Code 501(c)(4).

ARTICLE 3: ASSETS

The properties and assets of the IPNA are irrevocably dedicated to and for non-profit purposes only. No part of the net earnings, properties, or assets of the IPNA, on dissolution or otherwise, shall inure to the benefit of any person or any member, director or officer of the corporation. On liquidation or dissolution, all remaining properties and assets of the IPNA shall be distributed and paid over to a similar organization dedicated to non-profit purposes which has established its tax-exempt status pursuant to Section 501(c) of the Internal Revenue Code.

ARTICLE 4: GOVERNANCE

The IPNA shall be governed by a Board of Directors, the powers of which shall be defined in these bylaws and subject to the approval of the members. The Board of Directors of the IPNA shall consist of the following eight officers who shall be Resident Members:
1. President;
2. Vice President for Planning;
3. Vice President for Zoning;
4. Vice President for Historic Preservation;
5. Vice President for Public Safety;
6. Vice President for Communications;
7. Treasurer; and
8. Secretary.
In order to ensure the smooth operation of the Board of Directors and the IPNA, each officer will be elected to a two year term and shall assume their duties during the Transitional Board Meeting described below.
The Nominating Committee shall present a slate of nominees at the regular monthly meeting in April. Additional nominees may be accepted from the floor at this meeting and added to the proposed slate. By a majority vote at the annual IPNA meeting in May, the membership shall elect from all nominees the officers to constitute the Board of Directors.
Each officer elected to serve on the Board of Directors shall be a member of the IPNA and shall not serve in the same office for more than one consecutive two-year term.
The Board of Directors shall:
1. develop suggested statements of policy for the IPNA to be confirmed at regularly scheduled monthly meetings;
2. meet monthly to make administrative decisions and to implement the policy of the IPNA. A board member may take part in a board meeting either in person or by telephone. Board members are authorized to discuss and vote on issues via email or other such electronic communications;
3. attend all monthly meetings, special meetings, and meetings of the Board of Directors;
4. give reports on the activities of their committee at all monthly meetings;
5. publish reports on the IPNA website, or in the Advocator;
6. turn over files that are a year or more old to the archivist;
7. promptly turn over all current files to their succeeding officer;
8. report all decisions to the membership at the regular monthly meeting; and
9. hold a Transitional Board Meeting of all incoming and outgoing Board members after the May annual meeting and before the June regular business meeting.
The President shall:
1. preside at regular monthly meetings and over all special meetings;
2. appoint a Board member to preside in the event of the President’s absence;
3. preside over the Board of Directors; and
4. perform all administrative duties as required by the office. This shall include preparing and publishing a meeting Agenda prior to each monthly meeting. This Agenda must be posted on the IPNA website and published in the Advocator.
The Vice President for Planning shall:
1. serve as the Chair of the Standing Committees for Planning, Beautification, and Lifelong Inman Park and all sub-committees thereof;
2. serve, or appoint a designee to serve, as the liaison between the IPNA and any other organization concerned with community planning issues; and
3. perform such other duties as delegated or designated by the President, the Board of Directors, or as described in Article 7, Section A 1.
The Vice President for Zoning shall:
1. serve as the Chair of the Standing Committee for Zoning;
2. serve, or appoint a designee to serve, as the IPNA representative to the City of Atlanta’s Neighborhood Planning Unit (NPU). Such designee shall be approved by a vote of the Resident Members prior to the NPU-N term of office; and
3. perform such other duties as delegated or designated by the President or the Board of Directors or as described in Article 7, Section A 2.
The Vice President for Historic Preservation shall:
1. serve as the Chair of the Standing Committee for Historic Preservation;
2. serve, or appoint a designee to serve, as the liaison between the IPNA and any other organization concerned with historical preservation issues; and
3. perform such other duties as delegated or designated by the President or the Board of Directors or as described in Article 7, Section A 3.
The Vice President for Public Safety shall:
1. serve as the Chair of the Standing Committee for Public Safety;
2. serve, or appoint a designee to serve, as the liaison between the IPNA and any other organization concerned with public safety issues;
3. oversee the activities of the neighborhood Security Patrol and support the setting and collection of fees to support the operations of the Security Patrol; and
4. perform such other duties as delegated or designated by the President, the Board of Directors, or as described in Article 7, Section A 4.
The Vice President for Communications shall:
1. serve as the Chair of the Standing Committee for Communications;
2. serve, or appoint a designee to serve, as the liaison between the IPNA and any other organization concerned with communication issues; and
3. perform such other duties as delegated or designated by the President, the Board of Directors, or as described in Article 7, Section A 6.
The Treasurer shall:
1. keep and maintain all financial records, receive all funds collected and/or donated for IPNA, and sign all disbursements for the IPNA;
2. pick up the IPNA mail and deliver it to the appropriate addressees not less than once each week;
3. have the authority to disburse funds as approved by the Resident Membership in accordance with the annual budget;
4. delegate authority if and when necessary, after Board recommendation and IPNA approval, to disburse funds or receive funds on behalf of the IPNA;
5. make a report of all disbursements from the annual budget, including “Expenditures of Donor Restricted Funds”, “Budgeted Expenditures”, and “Unbudgeted Expenditures” at the monthly IPNA meeting;
6. present for approval “Unbudgeted Expenditures,” which are disbursements other than those approved in the annual budget;
7. prepare information in a timely manner to be given to an accountant who will prepare the IPNA income tax and tax reporting forms, after which the Treasurer will review, sign, and mail the completed forms;
8. prepare all forms required by or through any state or federal agency and mail them in a timely manner; and
9. perform such other duties as delegated or designated by the President or the Board of Directors.
The Secretary shall:
1. take and keep a record of minutes of all regular IPNA monthly meetings, special meetings, and, as appropriate, correspondence;
2. prepare correspondence as required by the President or the Board of Directors;
3. maintain a copy of the IPNA Bylaws and make these available to the membership at the annual meeting, on the website, and as requested;
4. maintain and publish or cause to be maintained and published a membership directory available for distribution as soon as possible after the annual meeting;
5. be responsible for overseeing the IPNA trademark and its use; and
6. perform such other duties as delegated or designated by the President or the Board of Directors.
Removal From Office:
1. Proceedings for removing an officer must be placed on the Agenda for two (2) consecutive regular monthly meetings. No removal from office may be finally voted on at the meeting where it is first proposed.
2. Officers must be removed by a two-thirds (2/3) vote of the members attending the regular membership meeting after the second publication of the proposed removal.
Vacancies of Any Officer Position:
1. Vacancies shall be filled by appointment made by the Board of Directors.
2. Appointees must meet the same qualifications as elected officers.
3. The appointment will be temporary, pending confirmation by a majority vote of the members at the first available monthly meeting.
4. After confirmation:
  1. persons confirmed to fill unexpired terms during the first year of the two year term for that office may not run again for that office.
  2. persons confirmed to fill unexpired terms during the second year of the two year term for that office may run again for that office.

Article 5: Membership

MEMBERSHIP CRITERIA:
1. Membership is open to all residents who submit an application and pay the current annual membership fee, if any. The classifications are as follows:
  1. Individual age 18 or older;
  2. Business, corporation, organization, institution, or agency.
2. A member must generally be a Resident.
  1. A “Resident” is defined as any person 18 years of age or older whose primary residence is within the Inman Park boundary lines, or any person, corporation, organization, institution, or agency that owns property or has a place of business or profession within the Inman Park boundary lines, which are defined in Article 1.
  2. A “Non-Resident Member” is one who has been approved by the Board of Directors as accepted for membership based on past residency and/or past or present service.
3. Membership is for a one (1) year period of time beginning at the time of a resident’s initial or renewal application. Membership fees, if any, shall be suggested by the Board of Directors and voted upon by the membership at a regular meeting. This may include higher levels or “tiers” of membership aimed at supporting specific activities. The schedule of membership fees will be published in the Advocator or posted on the IPNA website.
RIGHTS OF MEMBERS:
1. Members may attend all regular monthly meetings, all special meetings, all committee meetings, all Board of Directors meetings, and the annual meeting.
  1. Notice of the date, time and location of meetings will be announced at the regular monthly IPNA meeting as that information is available.
  2. Notice of regularly scheduled meetings and neighborhood activities may also appear in the monthly Advocator newsletter or on the IPNA website.
2. Members will have continuing access to the Bylaws and all minutes from regular, special, and/or annual meetings.
VOTING PRIVILEGES:
1. IPNA Issues:
  1. Only Resident Members shall be extended voting privileges on IPNA issues. Non-Resident Members may participate in all discussions but do not have voting privileges.
  2. Resident Members in good standing shall be allowed one vote each.
  3. Business, corporation, organization, institution, or agency members shall be limited to a single vote per establishment.
  4. In order to vote at a regular, annual, or special meeting, one must be an active member in good standing for a period of fifteen days (15 days) prior to the vote. An “active member” is a member who has paid the required membership fee, if any, and submitted a membership application to the Secretary or through the membership portal of the website.
  5. Absentee voting or voting by proxy will not be allowed at any regular, special, or annual meeting.
2. NPU-N Issues: Any resident living within the geographic boundaries of the neighborhood may vote on any Neighborhood Planning Unit (NPU) issues presented at an IPNA meeting, regardless of their membership status.

ARTICLE 6: FINANCIAL

Income:
1. The main source of income to the IPNA is derived from the Festival fundraising event held the last weekend in April. Festival Committee maintains a separate checking account for the purposes of depositing funds and paying the expenses of Festival.
2. Committees may engage in direct fundraising to support their activities with Board approval. Any funds raised for a specific purpose (“Donor Restricted Funds”) that are not disbursed may be carried over from one year to the next, but are not to be used for other IPNA purposes unless so designated by the committee which earned the funds. For example, the Public Safety Committee collects membership fees to help support the costs incurred by the Committee. The IPNA Treasurer shall have the right to request copies of all committees’ books and financial records at any time for the purposes of review.
3. Funds budgeted for IPNA Committees do not “roll over” at the end of the budget year except for funds committed to projects commenced but not completed prior to the end of the budget year, or committed under a binding contract as of that date.
4. With the exception of Festival Committee, all funds raised for the IPNA or a Committee (Donor Restricted Funds) must be given to the Treasurer to deposit in the IPNA checking account and to have them available for disbursement unless other arrangements have been made with the Board. All fees collected for Public Safety shall be deposited with the IPNA Treasurer and shall be used as “Donor Restricted Funds” to pay for the security patrol officers, purchase yard signs for new members, and/or to purchase other materials necessary to promote public safety in the neighborhood.
Budget:
1. IPNA’s budget year shall run from October 1 to September 30. The annual budget shall be approved at the September meeting. Expenditures for items included in the just adopted budget shall begin on October 1 and expenditures for items included in the prior year’s budget shall continue to be paid from the prior year’s budget.
2. The Treasurer shall, with assistance from the other members of the Board of Directors and input from the general membership, prepare an annual budget for the IPNA
3. The proposed budget shall appear in the August Advocator and on the IPNA website, to be published prior to the August meeting, or on other platforms as deemed appropriate by the Board, and shall be discussed at that regular meeting.
4. The final budget, with suggested changes adopted by the Board of Directors, shall be published prior to the September meeting in the September Advocator, on the IPNA website, or on other such platforms as the Board shall designate, and shall be discussed and voted on at that month’s regular meeting.
5. If the Board decides to reallocate money from one budgeted item to another or declines a request to spend funds on any item included in the adopted budget, the Board must receive approval from the Membership.
Expenditures:No officer, committee chair or other person representing the IPNA may enter into a contractual arrangement for an amount to exceed $5,000 without first receiving approval by the membership at a regularly scheduled monthly meeting EXCEPT FOR those contracts entered into by the Festival Committee for the purposes of putting on the annual Spring Festival. IPNA Committee Chairs with line items in the Annual Budget that will require contracts that exceed $5,000 must receive approval before entering into a contract. The IPNA budget recognizes three types of expenditures:
1. “Budgeted Expenditures” are all expenditures from funds allocated in the IPNA annual budget process. When a budgeted expenditure exceeds $5,000 it may be paid by the Treasurer only upon the approval of the membership at the monthly meeting.
2. “Unbudgeted Expenditures” are any requested or needed disbursements during the fiscal year that were not approved in the annual budget. Any “Unbudgeted Expenditure” of more than five thousand dollars ($5,000) shall be presented to the membership at two consecutive regular monthly meetings. The item(s) shall be discussed at the first such meeting, then discussed and voted on at the second meeting. Unbudgeted expenditures of five thousand dollars ($5,000) or less can be discussed and voted on at one regular monthly meeting or disbursed with the written approval of four (4) Board Members. The item must be on the published agenda and cannot be added to the agenda at the meeting through a vote. Any approval and disbursement by the Board only must be reported at the next monthly meeting.
3. “Expenditures from Donor Restricted Funds” are expenditures from funds raised by a particular Committee or donated by a person, business, or other entity for the purpose of carrying out the charge of that Committee (“Donor Restricted Funds”). “Expenditures from Donor Restricted Funds” may be distributed from these funds for the needs of the Committee upon a request from the Chair of the Committee to the Treasurer for an amount up to $10,000 without approval of the membership. The Treasurer will report such expenditures at the monthly meeting.

ARTICLE 7: COMMITTEES

Standing Committees shall consist of a minimum of three members including the Committee Chair. The Committee Chair must be a member of the IPNA in good standing. New Committee members may vote on Committee issues upon attending a second consecutive Committee meeting. Minutes should be kept of all Committee meetings. Standing Committees will meet on a schedule convenient to their respective presiding officers. Committees may create ad hoc subcommittees to carry out specific charges of the Committee.
1. Planning Committee shall have the duty of representing the interests of the IPNA on issues of land use development, planning for land use, transportation, community infrastructure, the beautification, and safety of the environment of Inman Park. It shall coordinate the IPNA’s efforts in these areas with governmental and other agencies and organizations. The Chair of this Committee will coordinate with the Chairs of the Standing Committees for Zoning and Historic Preservation as land use development or other charges of the Committee also deal with issues under the charge of those Committees. All existing or future Inman Park committees dealing with the above listed issues shall have a representative on the Standing Committee for Planning. This Committee will report through the V.P. for Planning. The subcommittee of the Standing Committee for Planning is:
  1. Transportation Committee, which represents the IPNA on all transportation issues including traffic.
2. Zoning Committee shall have the duty of representing the interests of the IPNA on all issues of existing land use in all zoning matters such as rezonings, variances, special use permits, special exception permits, liquor licenses or hearings concerning real property in the Inman Park neighborhood as defined in Article 1, Sections A and B. All matters regarding zoning compliance or changes in zoning within the designated area shall be referred to the Zoning Committee for recommendation prior to being brought before the general membership. The Zoning Committee will communicate the voting results of meetings held by the “Immediate Neighbors” at the next regular IPNA meeting. “Immediate Neighbors Meetings” are defined below in Article 8, Section G. The IPNA has the right to review and comment on zoning-related applications in the Beltline Overlay District and in adjacent NPUs when the properties in question are within 200 feet of our boundary. In these cases the Zoning Vice President will present the information at an IPNA meeting but will not conduct an “Immediate Neighbors’ Meeting.” The Chair of this Committee will coordinate with the Chairs of the Standing Committee for Planning and Historic Preservation as zoning issues or other charges of the Committee also deal with issues under the charge of those committees. This Committee will report through the V.P. for Zoning.
3. Historic Preservation Committee shall have the duty of representing the interests of the IPNA on all issues concerning the design or renovation of structures so that these activities are compatible with the local Historic Preservation designation ordinances. It shall propose neighborhood policy on preservation issues and serve as the liaison between the IPNA and other preservation groups and activities in the City of Atlanta. All matters regarding compliance with Type III or Type IV Certificates of Appropriateness shall be referred to the Historic Preservation Committee for recommendation prior to being brought before the general membership. The Historic Preservation Committee will communicate the voting results of meetings held by the “immediate neighbors” to the IPNA at the next regular meeting. “Immediate Neighbors Meetings” are defined below in Article 8, Section G. The Chair of this Committee will coordinate with the Chairs of the Standing Committees for Planning and Zoning when a UDC Certificate of Appropriateness requires a variance or zoning change, or relates to a property in Subareas 2 and 3, or when historic preservation issues or other charges of the Committee also relate to issues under the charge of those committees. The Committee will also assemble and maintain, or cause to be assembled and maintained, an archive of material relevant to Inman Park’s origin, development, and restoration. This Committee will report through the V.P. for Historic Preservation. Subcommittee of the Standing Committee for Historic Preservation is the Archive Committee, which is responsible for collecting, cataloging and preserving items of historic significance in the history of Inman Park and the neighborhood organizations that have operated within its boundaries.
4. Public Safety Committee shall coordinate the public safety program for Inman Park. This includes promoting membership in the Security Patrol, overseeing the funds and funds distribution for the Security Patrol, distributing information pertaining to public safety, serving as liaison with the Atlanta Police Department and other law enforcement agencies, producing a report on neighborhood crimes to be published in the Advocator or on the IPNA website, establishing communication as needed with Neighborhood Watch Captains or other similar organizations, and any other such duties and responsibilities which enhance and improve the public safety in Inman Park. This Committee shall be responsible for maintaining the Inman Park safety patrol vehicle, including but not limited to gasoline and/or repairs. This Committee shall also be responsible for selecting Atlanta police officers who will patrol Inman Park either on foot or by use of the patrol car. This Committee will report through the V.P. for Public Safety.
5. Beautification Committee shall be responsible for all matters pertaining to neighborhood beautification, especially the beautification of public spaces. The Committee may also partner on various beautification activities with private owners. The Committee will establish communication as needed with other similar neighborhood beautification organizations. The Committee will also work with such charitable organizations as Friends of Inman Park, Inc., to identify opportunities for grants that can be used for the benefit of the neighborhood. The Committee will report through the V.P. of Planning. Subcommittees of the Beautification Committee are:
  1. The TreeWatch Committee, which has as its focus the enhancement and maintenance of the neighborhood tree cover;
  2. Sidewalk Committee, which has as its focus the improvement and maintenance of sidewalks in Inman Park;
  3. Springvale Park Committee, which has as its focus the maintenance and wise use of the Park; and
  4. Playground Committee, which has as its focus the development and maintenance of neighborhood playgrounds.
6. Communications Committee shall be responsible for overseeing all matters pertaining to communications by the Inman Park Neighborhood Association to residents of Inman Park, other residents of the City of Atlanta as well as all members of the press. This committee is charged with ensuring the accuracy of all communications, developing an attractive and consistent style of presentation for all the various methods of communication to enhance the image of Inman Park and the Inman Park Neighborhood Association. Subcommittees of the Standing Committee for Communications are:
  1. Advocator Subcommittee which will cause the publication of a monthly newsletter (The Advocator) for the IPNA membership which will be widely distributed to households in the Inman Park area as defined in Article 1, Sections A and B. An Editor will be appointed who will chair this Committee. In addition to publishing information about the activities of the IPNA, the Editor of the Advocator is authorized to accept paid advertisements and press releases, solicit articles, and to edit or reject submitted material. In all cases the Editor shall use sound business and journalistic judgment concerning the operations of the Advocator. The acceptance of advertisements or publishing of letters does not mean that the IPNA endorses the work product of any trades-person or agrees with the opinions of any author. A disclaimer notice shall be published in each issue of the Advocator. The Editor shall submit, or shall designate someone to submit, a copy of the current issue articles to the Webmaster to be published on the Website. The Editor will report through the Vice President for Communications.
  2. Website Subcommittee which will maintain the website for the IPNA. A Webmaster will be appointed who will chair this Committee. The website will publish information about the activities of the IPNA and of the Inman Park neighborhood, its social organizations, community activities, and the Inman Park Advocator newsletter. The Webmaster will ensure that the most current Graphic Standards pertaining to the Inman Marks per Article 10 shall be posted with access to this information being restricted to only those who have obtained authorization from the IPNA. The Webmaster is authorized to accept, reject, and/or edit submitted material. In all cases the Webmaster will use sound business judgment concerning the operations and publications of the website. The acceptance of material or publishing of information does not mean that the IPNA endorses any activity not associated with the IPNA. The Chair of this Committee will report through the Vice President for Communications; and
  3. Education Subcommittee, which represents the IPNA at our local schools.
7. Inman Park Spring Festival and Tour of Homes Committee (Festival Committee) shall direct and coordinate the annual Inman Park Spring Festival and Tour of Homes (“the Festival”). The purpose of the Festival is threefold:
  1. to celebrate the unique community that is Inman Park;
  2. to publicize the restoration of Inman Park and the benefits of preserving the historic fabric of our City; and
  3. to help fund the activities of the IPNA.
  A Festival Chair or Co-Chairs shall be appointed by the Board and confirmed by the membership. The term for a Festival Chair begins in the August preceding the Festival year. The Festival Chair(s) shall be responsible for organizing the annual Festival. The Festival is to be organized and run by neighborhood volunteers.
  The Chair(s) shall be empowered to appoint any additional committee members as needed to fulfill the purposes of the Committee. A Festival Treasurer, to be appointed by the Committee Chair(s) is empowered to disburse and receive funds on behalf of the IPNA and is required to maintain accurate and true records. The Festival Chair(s) and Festival Treasurer are authorized by the IPNA Board to sign contracts dealing solely with Festival issues on behalf of the IPNA. The IPNA Treasurer has the right to request copies of the Festival Committee’s books and bank account records at any time for the purposes of review. The Chair(s) and Festival Treasurer shall provide reports to the Board as requested and an annual report of Festival results shall be submitted to the IPNA. As early as possible after the Festival, but in any event not later than the following August, the Festival Chair will render to the Treasurer of IPNA all profits accrued from the Festival, except the Festival Committee shall retain adequate funds from the Festival proceeds to meet the financial requirements of permitting, insurance, advertising, etc., for the next Festival.
  This Committee will report through the Treasurer.
8. Social Committee will provide at least two social events for the membership in each calendar year. In the past those events have celebrated the 4th of July and the December Holiday season. The Social Committee will report through the Secretary. Subcommittees of the Social Committee are:
  1. Cheers/Newcomers, which greets and consoles neighbors and members on behalf of the IPNA and informs new neighbors of the activities and goals of the IPNA;
  2. Porch Party, which organizes and schedules neighborhood get togethers.
9. Nominating Committee shall report to the President. The Board of Directors shall present a Nominating Committee of at least three members to the full membership for approval at the regular monthly meeting in January.
10. Bylaws Committee shall be selected to review and/or revise the Bylaws every two (2) years. This Committee shall report to the President.
11. Lifelong Inman Park Committee shall engage in planning-related activities, provide information, and otherwise promote the concept of facilitating livability in Inman Park for people of all ages. This committee reports through the V.P. of Planning.
Ad Hoc Committees
1. Committees may be established by the Board of Directors for any particular purpose. The duties and scope of any such Committee shall be designated by the Board. Ad Hoc Committees shall report to a designated Board member.
2. If the need for an Ad Hoc Committee continues for more than eleven (11) months, the Board of Directors will review the need to create a Standing Committee. If the Board determines that the Ad Hoc Committee should become a Standing Committee, it shall bring the issue before the membership for a vote.

ARTICLE 8: MEETINGS

There shall be an annual meeting on the third Wednesday of May of every year.
There shall be a regular monthly meeting on the third Wednesday of every month except as otherwise provided by a majority vote at a regular monthly meeting.
The membership may vote to amend the published Agenda at the monthly meeting.
No quorum is required for a regular meeting. Motions may be passed by a simple majority vote of those Resident Members in attendance.
Voting methods at regular meetings are at the discretion of the Board of Directors and may be determined by a voice vote, a show of hands, a written vote with proof of membership, or other means.
The general procedure shall be normal conversation. However, a motion from the floor and a single second to that motion, without a vote, may invoke Roberts Rules of Order and such procedure will remain in effect for the duration of that particular issue.
“Immediate Neighbors’ Meetings” shall consist of residents and owners of property within three hundred (300) feet of the property subject to review, unless greater distance is required by the governing body of the property subject to review. This distance shall be measured from each property line of the property in question outward to the required radius. All properties either wholly or partially within the radius shall be considered “immediate neighbors.” There shall be no recognition of absentee voting or voting by proxy at any “Immediate Neighbors’ Meeting. Voting at such “Immediate Neighbors’ Meetings” is not restricted to IPNA members. Notice of “Immediate Neighbors’ Meetings” will be made in writing and that notice will be delivered to the relevant properties at least forty-eight (48) hours prior to the time of the meeting.
Committee meetings shall be held at a time chosen by the chair of the Committee.
Special Meetings may be called at any time but only as herein provided in Article 9.

ARTICLE 9: SPECIAL MEETINGS

A special meeting may be initiated by any four (4) members of the Board of Directors. A majority vote at a regular meeting may also initiate a special meeting. Public notice must be made of the date, time, place, and purpose at least forty-eight (48) hours prior to the time of the meeting.

ARTICLE 10: TRADEMARKS

The IPNA owns valuable trademark and service mark rights in one or more versions of the butterfly logo developed in 1970 and the name “Inman Park Neighborhood Association”, and may develop and use other trademarks and service marks for use in conjunction with its goods and services, which collectively shall be subject to this article. For the purposes of these Bylaws, these trademarks and service marks shall be referred to as “the IPNA Marks”.
The IPNA Marks shall be used for IPNA purposes only and/or purposes authorized by the
IPNA.
1. The IPNA Marks may only be used in co-op advertising by third parties who are IPNA or Festival sponsors or who are sponsored by the IPNA and/or have obtained written permission from the IPNA Board of Directors.
2. All uses associated with Festival sponsors shall be authorized and supervised by the Festival chair(s). The use of the IPNA Marks by sponsors shall be authorized for advertising during the months of March and April until Festival is over. Said authorization shall not be extended by the Chair(s) for any other time period.
3. All other uses shall be authorized by the IPNA Board of Directors and supervised by the member in charge of the sponsorship.
4. Except as set forth in Section B(1) above, no use of the IPNA Marks shall be authorized for use in the commercial advertising (including websites, signage, and the like) of IPNA members or unrelated third parties unless a commercial category of membership is adopted by the IPNA which contains appropriate licensing fees and standards for the commercial use of the IPNA Marks.
5. Authorized uses shall be consistent with the Graphic Standards which shall be published on the IPNA Website. The Graphic Standards shall include instructions that the logo cannot be reproduced without using the camera ready artwork maintained by IPNA, which can only be accessed with authorization as per Section B(1) above.
6. Banners and/or flags bearing the IPNA Marks may be sold only to IPNA Resident Members for the sole purpose of indicating their IPNA membership on the exterior or interior of the members’ premises.
The IPNA Board shall take such actions as it deems appropriate to protect the IPNA Marks.
1. Federal and state trademark registrations may be filed and maintained
2. All potential misuses of the IPNA Marks shall be brought to the attention of the IPNA Board, which shall take such action that is necessary and appropriate to ensure that the IPNA Marks are not infringed upon or diluted by third parties.

ARTICLE 11: AMENDMENTS AND REVISIONS

These Bylaws may be amended, revised in whole or part, or repealed by a majority vote taken at a regular monthly meeting, subject to the following:
No amendments or revisions may be finally voted on at the meeting where they are first proposed.
All amendments and revisions must be made available to the membership for review by distribution at a regular meeting, publication in the Advocator or posted on the IPNA website, before the meeting where they are first proposed. Any and all changes to the Bylaws must be discussed, and voted on by the Resident Members before they will take effect.