BYLAWS OF HISTORIC GLENWOOD - BROOKLYN NEIGHBORHOOD ASSOCIATION, INC.

(Amended Bylaws adopted by majority vote, November 5, 2003)

ARTICLE 1 - OFFICES
Section 1: The principal office of this organization shall be located at Raleigh, North Carolina.

ARTICLE II - PURPOSES
Section 1: The purpose of this Association shall be to formulate and communicate the Members' collective voices, which are made up of diverse individuals, families, and businesses whose interests lie in building and maintaining inclusive relationships which actively support the historical, social, educational and charitable qualities which preserve and enhance this Association, our neighborhood community and the city of Raleigh.

Section 2: This Association shall be organized for non-profit purposes, and no part of any earnings thereof shall inure to the benefit of any members.

ARTICLE III - MEMBERSHIP
Section 1: Membership shall be open to any resident or property owner who lives and/or owns property within the boundaries of the neighborhood, as they may exist from time to time.

Section 2: There shall be two sub-sets of Members - i) Those who meet the geographical ownership/residency requirements as set forth in Section 1 above, and (hereinafter referred to as "Members") and ii) Those who meet the geographical ownership/residency requirements as set forth in Section 1 above AND meet the voting requirements as set forth in Article V, Section 1 below (hereinafter referred to as "Voting Members").

ARTICLE IV: ADMINISTRATION OF ASSOCIATION BUSINESS
Section 1: The business and affairs of the Association shall be administered by a Council, as directed by the Members, made up of eight Voting Members of the association as follows:

1) The President of the Association
2) The Vice President, Committees
3) The Vice President, Communications
4) The Chair of the Social Committee
5) The Chair of the Finance Committee
6) The Chair of the Historic Tour Committee
7) The Chair of the Community Affairs Committee
8) The Chair of the Community Improvements Committee

Section 2: Each Council Member shall serve a minimum of a one-year term.

Section 3: The Council may and shall delegate duties and responsibilities to other Members of the Association.

Section 4: The Voting Members shall fill interim vacancies on the Council, which appointee shall hold office until a minimum of the next election cycle.

ARTICLE V - AUTHORITY FOR ACTIONS
Section 1: The authority for the Council or for any Member to take any action on behalf of the Association shall come only from a vote of the Voting Members defined as:
Those Members who, within an initial occurrence of an event that makes a person eligible for membership as defined in Article III above (whether that event be moving into the neighborhood or purchasing property within the neighborhood boundaries), or paying the voting fee (as determined from time to time by the Voting Members). Notwithstanding the previous sentence, any person eligible for membership as defined in Article III above, who is sixty-five years of age or older and who registers his/her desire to vote at a meeting of the Members during the previous May, shall be entitled to vote without paying the voting fee.

Section 2: Before any Member or the Council shall be authorized to take any action on behalf of the Association, said action shall have been voted on by the Voting Members present at a regularly scheduled monthly meeting. A simple majority vote of all Voting Members present at that meeting shall be sufficient to authorize an action or position of the Association. A Voting Member must be present at the monthly meeting to vote on a particular matter, and there is no quorum requirement.

Section 3: No Member shall hold himself/herself out as representing the Association without authorization from the Association.

ARTICLE VI - ELECTIONS AND TERMS OF OFFICE
Section 1: The Council shall be elected upon the expiration of the applicable term, as set forth above, during the month of November each year. The election shall be held at the November Membership Meeting, with terms beginning immediately following the election.

Section 2: Any Member elected to the Council after ratification of the Bylaws must be a Voting Member of the Association at the time he/she is voted onto the Council.

Section 3: The President of the Association shall accept Nominations from Members of the Association during each election cycle. Said nominations may be made from the end of the August meeting until the voting takes place at the November meeting. An overarching goal of the President is to maintain a balance of return nominees and new nominees during each election. A majority of votes from Voting Members shall be necessary to elect a person to a position on the council. Should an election for a position fail to produce a majority of votes for a candidate, the top two vote getters shall have a run-off election immediately following the first election.

ARTICLE VII - FINANCIAL TRANSACTIONS
Section 1: The fiscal year of the Association shall be January 1 through December 30.

Section 2: The Association shall keep a bank account with four authorized signatures, any one which can withdraw funds from the account. The authorized signatures shall consist of the President, Vice President of Committees, Vice President of Communications, and Finance Committee Chairperson.

Section 3: The expenditure of funds must be approved by a majority of Voting Members present at a regularly scheduled monthly meeting.

ARTICLE VIII - MEETINGS
Section 1: There shall be regular scheduled monthly meetings as set by the Council from time to time. With the exception of a dissolution vote, all Association business shall take place at a regularly scheduled monthly meeting.

Section 2: Each regularly scheduled monthly meeting shall be presided over by the association President, or by a Member chosen to preside by the President.

ARTICLE IX - DISSOLUTION
Section 1: In the event of dissolution, any residual net earnings of this corporation shall be distributed to some organization or organizations with similar non-profit purposes so as to qualify such organization or organizations for exemption under Section 50l(c)(3) of the Internal Revenue Code, as amended.

Section 2: The Association shall only be dissolved upon the vote of a majority of all Voting Members present at a special meeting called solely for the purpose to vote on dissolution. Each Voting Member must be notified by a council member at least thirty days prior to the special meeting.

ARTICLE X - AMENDMENTS
Section 1: Amendment to these By-Laws may only be made by a majority of both i) the Council and, if approved by the Council, then ii) the Voting Members present at a regularly scheduled monthly meeting

ARTICLE XII - BY-LAWS - EFFECTIVE DATE
Section 1: These By-Laws became effective upon adoption by a majority of Voting members present at a regularly scheduled monthly meeting.