Draft bylaws, version 2

Article IName and Principal Location

The name of this organization shall be Kingston Hills Neighborhood Association ("Association"), located in Knoxville, Tennessee, within Knox County.

Article IINeighborhood Boundaries

For purposes of this Association, the Kingston Hills neighborhood shall include:

• Bosworth Road
• Kendall Road
• Luxmore Drive
• Ramsgate Drive
• Twining Drive
• Moneta Road
• Deane Hill Drive (West of Morrell Road)

These boundaries may be clarified or amended by vote of the membership as needed.

Article IIIPurpose

The Association is a voluntary neighborhood organization and shall not function as a homeowners association (HOA), shall not enforce private property restrictions, shall not impose mandatory dues, and shall not exercise enforcement authority over private property.

The purpose of the Association shall be to:

1. Promote community connection and neighborhood engagement;

2. Organize social, educational, and community-building events;

3. Encourage beautification, environmental stewardship, and maintenance of common neighborhood areas;

4. Support the general welfare, safety, and quality of life of neighborhood residents.

Article IVMembership

Section 1. Eligibility

Membership shall be open to all adult residents of the Kingston Hills neighborhood, including homeowners and tenants.

Section 2. Voting Rights, Voting Methods, and Vote Counting

The Association shall recognize two classes of voting for Association matters: Household Governance Votes and Community Activity Votes.

A. Household Governance Votes

Household Governance Votes shall apply to matters involving:

• amendments to these bylaws;
• election or removal of Board members;
• changes to neighborhood boundaries;
• establishment or modification of Association dues;
• dissolution of the Association;
• approval of major financial commitments;
• or other matters determined to have a long-term organizational impact on the Association or neighborhood.

Each household located within the Association boundaries shall be entitled to one (1) Household Governance Vote.

The property owner shall be recognized as the primary voting representative for the household. If the property owner is not present at the meeting, an adult resident representative of the household, including a tenant residing at the property, may cast the Household Governance Vote on behalf of that household.

No household may cast more than one (1) Household Governance Vote on any matter.

B. Community Activity Votes

Community Activity Votes shall apply to matters involving:

• neighborhood events;
• beautification projects;
• community programs;
• committee recommendations;
• social activities;
• advisory feedback;
• and other short-term community matters that do not substantially affect the long-term governance or structure of the Association.

Each Association member who is at least eighteen (18) years of age on the date of the vote shall be entitled to one (1) Community Activity Vote.

C. Determination of Voting Category

The Board of Directors shall determine the applicable voting category for any matter unless otherwise specified in these bylaws. Such determinations shall be made in good faith and in the best interests of the Association.

D. Voting Methods and Vote Counting

Unless otherwise required by these bylaws, votes may be conducted by:

• voice vote;
• show of hands;
• standing count;
• written ballot;
• or other fair and transparent methods recognized under Democratic Rules of Order.

The presiding officer shall determine the appropriate voting method for each matter unless otherwise directed by the membership.

Any member may request a counted vote before the result is finalized. If supported by at least three (3) members present, the vote shall be conducted by physical count or written ballot.

Votes concerning:

• election or removal of Board members;
• bylaw amendments;
• establishment or modification of dues;
• dissolution of the Association;
• or other significant governance matters shall be conducted by physical count or written ballot.

The Secretary shall record the results of all votes in the meeting minutes.

Section 3. Membership Records

Membership records shall be used solely for Association purposes and handled with reasonable respect for member privacy.

Section 4. Membership Meetings

The Association shall hold at least one general membership meeting annually. Additional meetings may be called by the Board of Directors as needed.

Section 5. Notice

Members shall receive at least ten (10) days notice of meetings.

Section 6. Quorum

A quorum for membership meetings shall consist of ten (10) members present.

Section 7. Voluntary Dues

The Association encourages voluntary annual dues of $10 per household. Payment of dues shall not be required for membership, voting rights, participation in meetings, or eligibility to hold office.

Article VBoard of Directors

Section 1. Composition

The Board of Directors shall consist of seven (7) elected members:

• President
• Vice President
• Secretary
• Treasurer
• Member-at-Large (1)
• Member-at-Large (2)
• Member-at-Large (3)

Section 2. Powers

The Board shall govern the affairs, activities, and finances of the Association.

Section 3. Terms

Board members shall serve two-year terms.

The offices of President and Treasurer shall be limited to two (2) consecutive elected terms in the same office. After serving two consecutive terms in either office, an individual must wait at least one full term before being eligible for election to that same office again.

Individuals who reach the consecutive term limit for President or Treasurer may continue to serve on the Board of Directors in another elected or appointed position if otherwise eligible.

All other Board positions shall not be subject to term limits unless amended by these bylaws.

Section 4. Elections

Members shall directly elect each of the seven (7) Board positions at the annual meeting. Each office shall be voted on separately.

Any eligible member of the Association may seek election to a Board position, subject to the term limitations and eligibility requirements established by these bylaws.

Elections shall be conducted in accordance with the voting procedures established in ARTICLE IV.

Section 5. Vacancies

Vacancies may be filled by majority vote of the remaining Board members until the next annual election.

Section 6. Removal

A Board member may be removed for misconduct, repeated failure to perform duties, violation of these bylaws, disruptive conduct, or actions contrary to the interests of the Association by a two-thirds vote of the Board or membership after notice and an opportunity to be heard.

Section 7. Meetings

The Board shall meet at least quarterly. Additional meetings may be called by the President or any three Board members.

Section 8. Board Quorum

A quorum for Board meetings shall consist of four (4) directors.

Section 9. Open Meetings and Notice

Regular meetings of the Board of Directors shall be open to Association members except when the Board determines that a closed session is necessary for matters involving legal issues, personal privacy, financial security, or other sensitive matters requiring confidentiality.

Any vote involving the removal of a Board member, officer discipline, or a vote of no confidence shall occur only during an open session of the Board or membership.

Notice of regular Board meetings shall be provided to Association members at least seven (7) days in advance whenever reasonably possible. Notice may be provided through email, community postings, social media, neighborhood communication platforms, or other reasonable methods of communication utilized by the Association.

The Board is encouraged to provide a general agenda or summary of topics to be discussed prior to meetings whenever practical.

Association members may attend Board meetings but may speak only when recognized by the presiding officer or during designated public discussion periods.

No final action or binding vote shall be taken during a closed session except where necessary to protect confidential legal or financial matters.

Section 10. Attendance

Any Board member who misses three consecutive regular Board meetings without prior notice or good cause may be removed by majority vote of the Board. The member shall be given notice and an opportunity to address the Board before action is taken.

Section 11. In-Person Voting Only

Voting by email, text message, or informal electronic communication shall not be permitted.

The Board may authorize secure remote participation or designated household representation procedures when necessary to encourage accessibility, fairness, and participation consistent with these bylaws.

Article VIOfficers

President

The President shall preside over meetings and represent the Association.

Vice President

The Vice President shall perform the duties of the President when the President is absent.

Secretary

The Secretary shall maintain minutes, records, notices, and membership records.

Treasurer

The Treasurer shall oversee finances, maintain financial records, and report to the Board and membership.

Members-at-Large

Members-at-Large shall support neighborhood projects, committees, outreach, and Association initiatives.

Article VIICommittees

The Board may establish committees as needed, including:

• Beautification Committee
• Events Committee
• Communications Committee
• Safety Committee

Article VIIIConflict of Interest

Any Board member, officer, or committee member who has a financial, personal, or professional interest in a matter before the Association shall disclose that interest before discussion begins. Any individual with such a conflict shall not vote on that matter. The Secretary shall record all disclosures and recusals in the meeting minutes.

Article IXFinances

Association funds shall be used solely for Association purposes.

The Treasurer shall provide financial reports as requested by the Board or membership.

Article XAmendments

These bylaws may be amended by a two-thirds vote of members present at a duly called meeting, provided that at least ten (10) days notice of the proposed amendment has been given.

Article XIParliamentary Authority

Meetings of the Association shall be conducted in accordance with Democratic Rules of Order as a guide for fair, respectful, and orderly discussion and decision-making, except where inconsistent with these bylaws or applicable law.

The Association may utilize simplified procedures appropriate for neighborhood meetings in order to encourage participation, transparency, and community engagement.

Article XIINondiscrimination

The Association is committed to fostering a respectful, inclusive, and welcoming community that values all residents regardless of race, ethnicity, creed, religion, gender, gender identity, sexual orientation, age, disability, national origin, or background.

Article XIIIDissolution

Upon dissolution of the Association, any remaining funds or assets shall be distributed to a local charitable or community organization selected by the membership.