Salemtown Neighbors New Proposed By-Laws

Updated 2025

ARTICLE I – IDENTIFICATION

Section 1 – Name

The name of this organization shall be Salemtown Neighbors.

Section 2 – Purpose

SN represents our neighborhood and works to improve the quality of life in our community by:

  • Supporting diverse interests that define the neighborhood's character

  • Encouraging local engagement and shared community voice

  • Promoting preservation, safety, beautification, and civic pride

  • Serving as a channel of communication for relevant events and updates

Section 3 – Boundaries

SN includes residents and stakeholders within:

• 8th Avenue North (west)

• 3rd Avenue North (east)

• Hume Street (south)

• Dominican Drive (north)

Section 4 – Legal Status

SN is incorporated as a nonprofit corporation under the Tennessee Nonprofit Corporation Act, TCA Title 48, Chapters 51–68.

Section 5 – Registered Agent & Office

SN shall continuously maintain a registered office and registered agent in Tennessee as required by law.

The registered agent and office may be changed by filing the appropriate notice with the Tennessee Secretary of State.

ARTICLE II – MEMBERSHIP

Section 1 – Eligibility

Open to all residents, property owners, business owners, and congregations within the boundaries, age 18+.

Section 2 – Dues

• Membership in the SN requires the payment of annual dues, with the amount set by the officers.

• Dues are payable at the time of joining.

• Membership expires on December 31 of the calendar year in which dues are paid, regardless of the date of payment.

• Congregations and residents aged 65 and older are exempt from paying dues.

• Hardship waivers are available upon request and are subject to officer approval.• Nonpayment of dues results in the loss of voting eligibility until dues are paid or a waiver is granted.

Section 3 – Voting

Members in good standing may vote on motions and elections.

Section 4 – Conduct & Discipline

Members may be disciplined or removed by majority vote (2/3 for expulsion) for disorderly conduct or disruptive behavior.

Section 5 – Membership Rights & Limitations

Membership is not transferable. Members are entitled to inspect certain corporate records as provided in TCA §§ 48-56-101 et seq., subject to reasonable limitations adopted by the Board of Directors.

ARTICLE III – LEADERSHIP

Section 1 – Officers & Governance

The governing body of SN shall be a Board of Directors consisting of the elected officers and standing committee chairs. The Board shall have full authority to manage the affairs of the Association except as otherwise provided by law, the Articles of Incorporation, or these Bylaws.

  • President – Leads the association, presides over meetings, and oversees strategic direction.

  • Vice President – Supports the president and steps in when the president is unavailable.

  • Secretary – Maintains meeting minutes, records, and communications.

  • Treasurer – Oversees finances, collects dues, membership lists, and maintains financial records.

  • Member-at-Large – A flexible 1-year position serving special projects or evolving needs.

Standing Committee Chairs (Appointed):

  • Membership Committee

  • Social Events Committee

  • Communications Committee

  • Beautification Committee

  • Safety Committee

*Standing Committee Chairs are appointed by elected officers, if needed.

Section 2 – Terms of Office

Term Length and Start Date

  • All elected officers shall serve two-year terms, beginning January 1 following their election, except for the Member-at-Large, who is elected annually.

Re-election

  • Officers may serve multiple consecutive terms if duly re-elected.

Staggered Terms

  • Terms of office shall be staggered to ensure continuity and stability in leadership. The staggered election schedule is as follows:• The offices of President and Treasurer shall serve two-year terms beginning in even-numbered years.

  • The offices of Vice President and Secretary shall serve two-year terms beginning in odd-numbered years.

  • Every year: Member-at-Large

Election Timing

  • Elections shall be held in the year preceding the start of the term.

  • All terms shall commence on January 1 of the designated start year and conclude on December 31 at the end of the two-year term.

Implementation of Staggered Terms

  • When staggered terms are first introduced, certain officers may serve an initial one-year term to establish the rotation.

Purpose

  • This schedule ensures that only half of the officer positions are up for election in any given year, maintaining continuity of leadership.

Section 3 – Elections

Nominations

  • Nominations for officer positions must be submitted by the end of October.

Voting Period

  • The voting window shall open on November 15 and close during the election meeting held in December.

Candidacy Rules

  • If a member is nominated for more than one position, that member must choose only one office to pursue.

Voting Methods

  • Voting shall be conducted electronically.

  • Members who have not submitted an electronic vote may vote in person either before or during the election meeting.

Election Committee

  • An election committee shall oversee the distribution, collection, and certification of ballots.

  • No person who is nominated for office may serve on the election committee.

  • The board shall appoint members to serve on the election committee.

Section 4 – Vacancies & Removal

Vacancies

  • If an officer position becomes vacant during a term, the President may appoint a replacement to serve for the remainder of the term. If the office of President becomes vacant, the Vice President shall serve as Acting President until the Board of Directors appoints a successor. The successor shall serve for the remainder of the unexpired term.

Removal of Officers

  • Any officer may be removed from office with a two-thirds (2/3) vote of the general membership.

Section 5 – Conflict of Interest

Any director or officer with a direct or indirect financial interest in a matter before the Board shall disclose the existence and nature of the interest and abstain from voting on the matter, in compliance with TCA § 48-58-302.

Section 6 – Indemnification

SN shall indemnify its directors and officers to the fullest extent permitted by Tennessee law for acts taken in good faith within the scope of their duties.

ARTICLE IV – MEETINGS

Section 1 – Member Meetings

Meetings occur as needed and are scheduled and communicated by the officers. Special meetings may be called with reasonable notice.

Section 2 – Quorum

At least 8 members must be present for quorum. In the absence of quorum, the officers may take necessary action.

ARTICLE V – AMENDING THE BY-LAWS

Bylaw changes must be proposed at least one meeting in advance and approved by a 2/3 vote of members present.