Article I: Name

Section 1. Name

Old Town Neighborhood Association

Article II: Purpose & Mission

Section 1. Purpose

The purpose of this non-profit association shall be to promote the health, safety, and welfare of our neighborhood. Also to establish and maintain an open line of communication and liaison among the residents, government agencies, and other neighborhoods.

Section 2. Mission

It shall be the mission of the organization to preserve and enhance the character of the neighborhood’s livability, charm, historical roots, and warmth provided by the unique residential and commercial fabric encompassed within our boundaries. In partnership with other organizations, businesses and officials, the neighborhood organizations seek to:

  • Provide neighbors with resources to solve community problems and opportunities to become a powerful voice in neighborhood planning and development
  • Strengthen relationships among neighbors to build community and civic involvement
  • Reflect the diversity of Ward 2 in the organization’s leadership and membership
  • Promote a strong sense of pride and place
  • Create and maintain a safe and clean neighborhood
  • Protect our parks, and return trees and green spaces to our neighborhoods
  • Advocate for equitable municipal and state policies and services
  • Preserve the historic fabric of our neighborhood
  • Guide new development to complement the existing environment
  • Develop renovation and infill projects for residential, commercial, and mixed-use properties that conform to the “Master Plan”
  • Nurture local businesses and sustainable mixed-use development on our main streets

Article III: Boundaries

Section 1. Boundaries

The geographical boundaries of the Old Town Neighborhood Association, for
purposes of conducting business and determining membership within the Old Town
Neighborhood Association, shall include all properties within the borders of First
Capital to Hwy 70, and from the Missouri River to Old Hwy 94. (See Map Here)

Article IV: Membership and Voting Rights

Section 1. Eligible Persons

All persons residing, owning property, or operating a business in the geographical
boundaries listed in Article III are eligible for membership.

For membership status, eligible persons will be required to provide their name, and
addresses, and if membership is to be obtained by virtue of property ownership the
location of their property.

Dues of 10.00 dollars per household or business entity will be owed at the time of
joining the organization and will be owed each year thereafter.

No one shall be denied membership on the basis of ethnic origin, religious beliefs,
gender, sexual preference, or disability.

Section 2. Vote

Only members of the Old Town Neighborhood Association who are 18 years of age or
older are eligible to vote at the annual membership meeting.

Each household or business entity shall have a maximum of two votes. There shall be
only one class of members. There shall be no voting by proxy available to members.

Membership shall cease immediately upon termination of residence or business
ownership within the geographical boundaries described in Article III.

Section 3. Expulsion

The Board of Directors for just cause may expel any member, provided that the
expulsion is done in good faith and in a fair and reasonable manner. The procedure for
expulsion or suspension must include at least fifteen days written notice to the
member, setting forth the date for the hearing and reason for expulsion. Expulsion
requires a 2/3 majority-vote of the Board of Directors, and can be appealed to the
membership at a publicly noticed meeting. Overturning an expulsion requires a
majority vote of the membership attending the publicly noticed meeting.

Section 4. Communication

Members are eligible for all official organization communication including e-mail,
newsletters and other material that may be distributed. A mailing list will be
maintained by the organization for official correspondence. The mailing list will only
be used for neighborhood organization business, and will not be sold or traded.

Article V: Membership Meetings

Section 1. Annual Meetings

There shall be an Annual Meeting of the membership to be held at a place, date and time as determined by the Board of Directors. Public notice of membership meetings will be posted at least 14 days prior to the meeting.

At the annual meeting reports of the activities of the organization shall be presented by the officers to the members. Board members shall be elected. Any other membership business shall be transacted.

Section 2. Quorum

A quorum for the transaction of business shall consist of fifty percent (50%) of the Board and twenty (20) voting members of the organization.

Section 3. Public Notice

Other meetings may be convened from time to time throughout the year provided the public notice is given in advance of the meeting. Notice for meetings shall state the place, date, time and purpose of the meeting. Public notice shall consist of a combination of at least two of the following:

  • Notice by e-mail
  • Posting in local newspapers
  • Organization mailings
  • Signs posted at strategic places for maximum visibility

Article VI: Board of Directors

Section 1. General Powers

The business and property of the organization shall be managed and controlled by its
Board of Directors. The Board members may exercise all such powers and do all such
things as may be exercised or done by the organization, subject to the provisions of the
Articles of Incorporation, these By-Laws and all applicable laws.

Section 2. Number

The Board shall consist of 12 members of which two will be selected from each of the 6 areas as designated by the map (see appendix A).

Section 3. Qualification/Requirements

All Board members must be members of the organization and in good standing.

Board members may not endorse political candidates as representatives of the organization.

Section 4. Term of Office

The Directors shall serve for a full term of 2 years, and shall be limited to 3 consecutive full terms. Initial terms shall consist of 1 one-year and 1 two-year term from each area.

Section 5. Vacancies

Any vacancies that occur either between annual meetings as a result of resignation or
removal, or at the annual meeting because of the lack of a candidate for a position
shall be filled by appointment of the Board of Directors.

The Board shall seek a candidate for the vacant position(s) that meets the qualifications of Section 3 of this Article. The new board member must be approved by 50% +1 of the active Board Members.

Section 6. Removal of a Board Member

A total of three (3) absences from duly called Board and Membership meetings within
one year shall be cause for dismissal from the Board.

Section 7. Resignation of a Board Member

Any Board member may resign at any time by giving written notice to the Board. The resignation shall take effect when it is delivered unless the written notice states otherwise.

Section 8. Duties of a Board Member

Board members elected from the specific area (see map appendix A) will be responsible for the accumulation and distribution of information pertaining to organization business.

Board members will also select Block Liaisons in their specified areas.

Board members will serve on a committee.

Article VII: Meeting of the Board of Directors

Section 1. Regular Meetings

The Board of Directors shall generally meet once a month. Notice of meetings shall state the place, time and purpose of the meeting and shall be either served personally or mailed to each member no less than five (5) days prior to the meeting. All meetings of the Board of Directors and any committees shall be open to any member of the Board and to the public.

Section 2. Special Meetings

Special meetings may be called by the President. Notice of special meetings shall be given at least forty-eight (48) hours in advance of the meeting either by mail, telephone or personal contacts.

Section 3. Quorum

A quorum for the transaction of business shall consist of fifty percent (50%) of the
Board of Directors.

Section 4. Voting

Passage of a motion or resolution shall require a vote of a majority of the Board members present at the meeting. In the event of a tie vote, the President shall break the tie.

Article VIII: Officers and Elections

Section 1.

The Members of the Organization shall elect Officers to carry out the Purpose of the Organization. The Officers so elected shall be a President, Vice-President, Secretary, and Treasurer. These officers shall perform the duties prescribed by these by-laws.

Section 2.

If a newly elected president is a board member, the president’s board seat shall be vacated, since the president represents the entire organization. The vacated board seat shall be filled as prescribed in these by-laws.

Section 3.

At least thirty (30) days prior to the April meeting, which shall be known as the annual membership meeting, the President shall appoint a nominating committee for the purpose of selecting a slate of nominees. The Board of Directors will submit the nominees to a membership vote at the annual meeting.

Section 4.

Election shall be by a plurality vote with each eligible voting member in good standing entitled to cast as many votes as there are vacancies to be filled.

Section 5.

The officers shall take office at the first Board meeting following the Annual Meeting.

Section 6.

Duties and Functions of the Officers of the Organization:


  • To preside at all meetings of the organization and to maintain order and decorum following Robert’s Rules of Orders.
  • To call all meetings of the Organization in accordance with these rules and to verify that written notices and advertisements for all organization meetings are in proper form.
  • Plan, in consultation with the other officers, the agenda for all Board and Membership meetings, as well as meeting of the Officers.
  • To execute official documents on behalf of and at the direction of the Organization.
  • To represent the Organization at public meetings or appoint a member to represent in his/her absence.
  • The President appoints members and the Board approves members to officially represent the organization with appropriate organizations.
  • President shall be ex-officio of all committees.
  • President shall perform all duties usually incident to that office and such duties as the Board may prescribe.


  • Assist the President in the carrying out of his or her duties.
  • In the event of absence, disability, resignation or disqualification of the President, to perform all of the duties and functions of the President.
  • To be an ex-officio member of all committees and to supervise the proper functioning and reporting of all committees.
  • Carry out all other duties incident to the office of Vice-President.


  • Attend all Board and Membership meetings and shall act as clerk of each meeting, recording all motions, resolutions, amendments and votes of all proceedings in a book to be kept for that purpose.
  • To prepare and mail or otherwise distribute all notices and required agendas.
  • To act as custodian of all written records of the organization, (minutes, policy decisions, original copy of the Articles of Incorporation and By-Laws).
  • To handle correspondence directed by the organization under the direction of the President and to assist the president and Organization members in handling all Organization correspondence.
  • Carry out all other duties incident to the office of Secretary.


  • To act as the custodian of all funds of the organization and to provide periodic reports to the Board of Directors as to the status of those funds.
  • To keep full and accurate accounts of all receipts and disbursements in records belonging to the organization.
  • Deposit all money and other valuable effects in the name and to the credit of the organization in such depositories as may be designated by the Board of Directors.
  • Disburse the funds of the organization as determined by the Board of Directors, taking proper receipts for such disbursements.
  • Prepare yearly budget.
  • In cooperation with the Secretary, keep the membership list updated and send notices to members for the payment of dues.
  • Carry out all other duties incident to the office of the Treasurer.

Article IX: Committees

Section 1.

The President and Vice-President of the Organization, if not otherwise listed as members of specific committees, are Ex-officio members of all committees of the organization.

Section 2.

Standing and sub committees are to be appointed by the Board of Directors. Standing committees are those that have a continuing existence. They will often have Sub-Committees or Ad Hoc Committees under them to carry out more specific tasks. At the time that a committee is formed, the Board will identify the committee as either standing or temporary, identify the major purpose and tasks of that committee and appoint a chairperson of the committee. Sub-committees are appointed as the need arises, to carry out specified tasks, at the completion of which it automatically ceases to exist. Sub-committees are not to be appointed to perform a task that falls within the assigned function of an existing standing committee.

The chairperson of a committee must be a member in good standing. All other committee members must be in good standing with the organization.

Section 3. Standing Committees

Membership Committee

  • The membership Committee shall actively recruit members, maintain the membership roster and coordinate with the Secretary updated contact information, and with the
  • Treasurer all membership data, including but not limited to the collection of dues and issuance of membership cards.
  • Work in conjunction with board members and Block Liaisons to identify members for committees and special projects.
  • Plan and organize on-going membership drives and promotional campaigns.
  • Establish a Walk and Talk Program with current council member for our Neighborhood.
  • Establish Welcome Wagon.

Beautification Committee

  • Shall oversee beautification, landscaping, and maintenance of public areas of the neighborhood.
  • The committee shall consider ways to encourage home and business owners to beautify landscape and maintain their properties.
  • Work in conjunction with board members and Block Liaisons to identify problem areas and to present report to board with recommendations.
  • Areas to identify: Sidewalks, alleys, streets, street signs, lighting, historical signs for homes and businesses.
  • Identify homes or businesses that exemplify beauty and award signs each month.
  • Identify and refer to the Board: neighbors, houses, or businesses that may need assistance with upkeep.

Public Safety (Crime Prevention and Education) Committee

  • Investigate and consider all questions related to police services, fire services, and related issues, and to make recommendations on these matters to the board of directors.
  • Monitor all public meeting pertaining to safety affecting our neighborhood, recommend actions arising out of its monitoring to the board of directors.
  • Identify physical safety hazards in neighborhood boundaries and seek solutions to present to board of directors.
  • Responsible for safety education and suggestion of programs to improve neighborhood safety, viability of neighborhood watch programs.
  • Maintain open line of communication with appropriate agencies.

Public Relations and Communications Committee

  • This committee shall produce publications of the organization as determined by the board of directors. It shall engage in activities for the purpose of informing the general membership, and improving the image of the organization.
  • This committee shall notify the press of all organization events and encourage positive stories about organization.
  • All such activities shall be subject to the authority of the President, who is the official spokesperson for the organization.
  • Distribute information throughout the neighborhood about organization activities.
  • Establish, maintain and update a communications system to disseminate information to board and chairs of committees.
  • Conduct viability study on publishing a web site.
  • Liaisons:
    • Church, and Profit/Non-profit Organization Liaison
    • Business Liaison School Liaison
    • Government Liaison Senior Citizen Liaison

Economic and Community Development Committee


  • Extremely important committee charged with duty of monitoring and evaluating any and all land use issues affecting the neighborhood.
  • Monitor public officials, agencies and boards for matters concerning zoning, parking, design reviews, and conditional use permits.
  • Monitor broader issues that affect our neighborhood, such as, comprehensive plan policies, city code amendments, and area wide “master plan” for city.
  • Make recommendations to the board of directors for appropriate action to be taken in all land use issues, code enforcement and transportation issues.
  • Sub-Committees
    • Land Use
    • Code Enforcement
    • Park Committee
    • Historical Preservation (Position on Preservation Board)

Finance Committee

  • The finance committee is responsible for recommending ways to manage the organizations funds. It plans, organizes, and carries out fund raising activities.
  • The committee with the exclusion of the Treasurer audits the organizations records on an annual basis.
  • Recommends a budget for following fiscal year to the board of directors.
  • Sub-Committees
    • Budget Committee
    • Little Hills Festival Fund Raising Committee
    • Home Tours at Christmas
    • Annual Membership Meeting Barbeque (April/May of each year)
    • National Night Committee

Article X: Amendment of By-Laws

Section 1.

These by-laws may be amended at any regular meeting of the organization by a two thirds (2/3) vote of the board of directors present, provided that the amendment has been submitted in writing at the previous regular meeting and provided that notice of intent to consider said amendment has been submitted to the Secretary for inclusion in the Agenda.

Article XI: Dissolution

Section 1.

This will become exceeding important if we obtain non-profit status. Upon dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purpose of the corporation in such manner, or to such organization organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization under section 501 © (3) or the Internal Revenue Code of 1954 as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the County of St. Charles, exclusively for such purpose or to such organizations that have qualified under Section 501 © (3) of the Internal Revenue Code of 1954.