NEWS FLASH:
New Bylaws (June 2023)

On June 1st, 2023, the Midtown Brandywine Neighbors’ Association board of directors made a new draft revision of the Association’s bylaws available for comment by relevant stakeholders.

The MBNA welcomed comments from relevant stakeholders in advance of public discussion at the Association’s annual general meeting (AGM) on Tuesday June 13, 2023. The revisions were unanimously approved by in-person vote at the AGM.

Neighbors’ Association Bylaws

BYLAWS

of the

MIDTOWN BRANDYWINE NEIGHBORS’ ASSOCIATION

OF WILMINGTON, DELAWARE

JUNE 13, 2023 REVISION

ARTICLE I. NAME AND BOUNDARIES

ARTICLE II. PURPOSE OF THE ORGANIZATION

ARTICLE III. MEMBERSHIP AND DUES

ARTICLE IV. BOARD OF DIRECTORS, OFFICERS, AND DUTIES

ARTICLE V. VOTING

ARTICLE VI. MEETINGS

ARTICLE VII. RULES AND PARLIAMENTARY AUTHORITY

ARTICLE VIII. AMENDMENTS

ARTICLE I – NAME AND BOUNDARIES

Section I. Name: The name of this organization shall be the Midtown Brandywine Neighbors’ Association (the “Association”). The Association is a 501(c)(4) corporation recognized by the Internal Revenue Service (EIN: ); it is able to accept donations from individuals or businesses but such donations are not deductible for Federal income tax purposes unless they qualify as business expenses; they are not “charitable contributions.”

Section II. Boundaries: The boundaries of the Association are as follows: On the North, the Brandywine Creek; on the South, Twelfth Street; on the West, Jefferson Street as extended to the Brandywine Creek; and on the East, Market Street. Where a street is a boundary, the boundary runs in the center of the street. The area enclosed by such boundaries is the “Neighborhood.”

ARTICLE II – THE PURPOSES OF THE ASSOCIATION

Section I. To receive all persons as neighbors regardless of racial origin, religious preference, gender, age, sexual orientation, disability, national origin, marital status, educational background or occupation.

Section II. To promote the housing standards, health standards, and standards of personal and social conduct mandated by the laws of the City of Wilmington and of the County of New Castle and to serve or represent the interests of the Neighborhood for the benefit of all residents.

Section III. To maintain and improve the social, recreational and cultural standards and activities of the area.

Section IV. To work for the beautification of the Neighborhood and the surrounding area.

Section V. To cooperate and represent the interests of the Neighborhood to these ends with all government, non-profit or other institutions that may affect the Neighborhood, including the Park Board, religious organizations, clubs, the YMCA, and all others.

Section VI. To encourage environmental responsibility, including the use of e-mail to deliver Neighborhood and Association news and notices to the residents in an effort to eliminate the use of paper.

Section VI. To encourage environmental responsibility of its Members.

Section VII. To promulgate the purposes, activities, goals, and achievements of the Association to its Members and to the general public.

ARTICLE III – MEMBERSHIP

Membership. Any person of voting age residing in the Neighborhood shall be eligible for membership in the Association, (each such person, a “Member”). Landlords and business owners whose properties lie within the Association’s boundaries, but who reside elsewhere are excluded from membership, but all Members, including Directors, are encouraged to maintain open communication and cordial relationships with them.

ARTICLE IV – BOARD OF DIRECTORS, OFFICERS, COMMITTEES, ELECTIONS

Section I. Directors: There shall be no less than seven (7) and no more than fifteen (15) members of the Board of Directors (each, a “Director”), the exact number to be set from time to time by the Board of Directors. Directors shall be Members and shall be elected by the Members at the Annual Meeting of the Association. The Board of Directors shall be divided into two classes: Class I and Class II which shall be as nearly equal in number as possible. In alternating years, the Members shall elect Class I Directors and Class II Directors respectively. Class I Directors shall be elected in odd-numbered years and Class II Directors shall be elected in even-numbered years. Each Director shall serve for a term ending on the date of the second Annual Meeting of the Association following the Annual Meeting at which the Director was elected.

Appointments, Responsibilities:

Each Director shall be a member of at least one (1) committee.

The Board of Directors as a whole shall be geographically representative of the Neighborhood. To this end, not more than one (1) member of any household shall be eligible to serve as a Director at one time.

Board members are expected to attend each monthly meeting or make every effort to provide notice in advance when they cannot attend.

Directors who are absent from three (3) or more regularly scheduled Board meetings in a year (with or without providing advanced notice) may be asked by the Board to resign. If a director chooses to not resign at this time, the board may vote to remove the director from the board.

Directors who have not attended at least two-thirds (2/3) of regularly scheduled Board meetings during a term are not eligible to stand for re-election at the expiration of such term. This requirement may be waived, but only by a two-thirds (2/3) majority vote of the full Board.

In the event of a vacancy in the Board of Directors, the Nominating Committee shall propose a candidate to fill such vacancy and the Board shall fill such vacancy by appointment. Such appointed Director shall serve the remainder of the term to which the original Director had been elected.

Section II. Officers: The officers shall be chosen by the Board from among the Directors and shall be a President, Vice President, Secretary and Treasurer. The Officers shall have the following responsibilities, in addition to their duties as Directors.

Responsibilities:

(1) The President is the chief executive officer of the Association and shall preside over all meetings of the Association and of the Board. The President shall be an ex-officio member of all standing committees except the Nominating Committee.

(2) The Vice President shall succeed to the office of the President should the office become vacant. The Vice President may assume any responsibility of the President when so delegated by the President or the Board.

(3) The Secretary shall keep and prepare the minutes of all meetings. Additionally, the Secretary or a delegate of the Secretary who is identified at each Annual Meeting shall be custodian of all papers and records of the Association.

(4) The Treasurer shall receive all monies and bills, account for receipts and expenditures and pay bills only as authorized by the Board. The Treasurer shall make an annual report in writing to the Association at the Annual Meeting and present a report to the Board at each regularly scheduled Board meeting.

Section III. Committees.

Standing Committees:

(1) Standing committees shall have a minimum of two members and a maximum of seven. The Chair of each committee shall be a Director and shall be appointed by the Board. The remaining members of such committees may be Directors or Members who, after a general solicitation to the Membership, have expressed an interest in serving on such committee.

(a) The Governance Committee: The Board shall appoint a Chairman of the Governance Committee at the first meeting of the Board following the Annual Meeting of the Association. The Governance Committee shall nominate a slate of new Directors to the Members for election at the Annual Meeting of the Association and present a slate of Officers to the Board. Each year, the Governance Committee shall undertake a review of the bylaws and, if necessary and appropriate, recommend to the Board any changes within the time required under Article VIII.

(b) Public Relations Committee: The Public Relations Committee shall act as clearing house for all Neighborhood publicity, promote successes of the Neighborhood, maintain the Neighborhood’s website, keep the membership records and establish and maintain an e-mail and telephone list of the Members.

(c) Planning Committee: The Planning Committee shall study and suggest plans for immediate action and coordinate agencies (municipal and private) in recommendations for long-range planning for the Association. This committee shall consist of the Officers of the board and such other members as may be appointed by the board.

(d) Properties Committee: The Properties Committee shall hear, study and make recommendations concerning problems of Neighborhood properties. It is also charged with encouraging residential and commercial cooperation for the good of the community.

(e) Greenscape Committee: The Greenscape Committee shall provide support to ongoing community activities to maintain and improve the aesthetics of the Neighborhood through the management of programs such as parks, streetscape, and other landscape projects.

(f) Events Committee: The Events Committee shall form sub-committees and develop financial goals, including fund-raising objectives, and guidelines for events such as Spring and Fall Clean-Ups, Block Party, Progressive Dinner, Civic Socials, Movie Nights, and any other social or public relations events.

(g) Public Safety Committee: The Public Safety Committee shall work with authorities to track criminal activity and to address safety concerns within the Neighborhood. It shall also report criminal activity to the Board and Association. In addition the Public Safety Committee shall work with City officials to find solutions to the traffic and parking problems affecting the Neighborhood.

(2) Ad Hoc Committees: Ad hoc committees may be created by the Board at the request of any Member to address any issues that arise in the Neighborhood, including special fund-raising campaigns not covered by the Events Committee. The Secretary shall maintain a list of all active ad hoc committees. The Chair of each ad hoc committee will report to the Board at each regularly scheduled Board Meeting in writing or in person.

ARTICLE V – ELECTIONS AND VOTING

Section I. Elections and Terms of Office

(1) Election of Board of Directors:

(a) The Governance Committee shall present the slate of Officers to the Board and the names of the proposed new Directors at the Board meeting preceding the Annual Meeting of the Association. Nominations for election as a Director will be accepted from the floor of the Annual Meeting if the nominator has the consent of the nominee.

(b) Where positions are not contested, the ballot shall be passed by consent of the Members in attendance at the Annual Meeting. Where the number of candidates at an Annual Meeting exceeds the number of Director positions to be filled at such Annual Meeting, the candidates receiving the greatest number of votes up to the number of Director positions to be filled at such Annual Meeting shall constitute the Board.

(2) Election of Officers:

Officers shall be elected by the Board from the Board membership immediately after the Annual Meeting and announced to the Association within a month thereafter. Where two (2) or more candidates must be considered for an office, written ballots shall be used.

(3) Terms of Office:

(a) Directors

i. Directors shall be limited to two (2) consecutive terms. Filling an unexpired term shall not be considered a regular term.

ii. The Board may waive term limits if necessary.

(b) Officers and Committee Chairs

i. The term of office for Officers and committee chairs shall be for one (1) year. Filling an unexpired term shall not be considered a regular term.

ii. Officers and Committee chairs are limited to three (3) consecutive terms in such office.

iii. A Director is eligible to be an Officer if such Director has, at any time, been a Director for a least one (1) year.

Section II. Voting: Members are eligible to vote on any Association matter properly brought before an Association meeting. The agenda of all Association meetings will be distributed one (1) week prior to the meeting.

ARTICLE VI – MEETINGS

Section I. Regular Meetings of the Board: Regular meetings of the Board shall be held approximately monthly as called by the President.

Section II. Annual Meeting of the Association: The meeting of the Association following Memorial Day in each year shall constitute the Annual Meeting of the Association.

Section III. Special Meetings of the Board: Special Meetings of the Board may be called by the President or by any four Directors acting together.

Section IV. Special Meetings of the Association: Special Meetings of the Association may be called by majority vote of the full Board with seven (7) days notice to the Members or by petition from twenty (20) or more Members, which shall have been submitted to the Board.

Section V. Quorum of the Board: One-third (1/3) of the Directors shall comprise a quorum at any meeting of the Board.

Section VI. Quorum of the Association: Twenty Members shall comprise a quorum at any meeting of the Association.

ARTICLE VII – RULES AND PARLIAMENTARY AUTHORITY

Roberts Rules Revised: Roberts Rules Revised shall govern procedures of all meetings held by the Board and the Association unless they are in conflict with these Bylaws or the Certificate of Incorporation of the Association.

ARTICLE VIII – AMENDMENTS

Amendments:

Amendments to these Bylaws may be proposed by the Board at any regular or special meeting of the Board. An amendment or amendments so proposed must be submitted in writing or by email to the Members of the Association three weeks before the Annual or special meeting of the Association at which such amendments will be voted upon. A two-thirds majority of the Members of the Association present shall be required to pass an amendment to the Bylaws. Voting on amendments shall be by ballot.

[ends]

NEWS FLASH:
New Bylaws (June 2023)