BY-LAWS
Montgomery Improvement
Association
-OF THEARTICLES I - OFFICERS
The principal of the cot·poration in the State of
Alabama ,:h;lll be located in the City of :llontgontt>ry,
County of Montgomery. The corporation may have such
othet· office~, cit~er \\'ithin or without the State of Alabama, as the board of dit·ectors mav determine or as the
affairs of the corporation may require from time to time.
The corporution :;:~all h:n·e and continuously maintain in the State of A.labama a registered office, and a
re)!istered P.J!ent whose office is identical with such
I'CJ.!istered office. Th€ reg-istered office may be, but
need not be, identical with rhe principal office in the
State of Alabama, and the <hl<lress c>f the registt>re.i
office may be changed from time to time by lhe boanl
of directors.
ARTICLE H - MEMBERS
Section I. Qualification of Membera. ll!embership
in this organizat ion :;h:.:tll be composed of individu:t!s
\\'hO recognize tht> nlhl<.' of fret-11om, have an urge for the
t:!njoyment of freedom and full citizen!'hip, and are will.
in~ •o discipline them,:~h·cs. to pay full price for thl'se
benefits.
Sec:~ion . 2.
Classes of Membera. The corporation
shall ha\'e no c);1,;ses of members, hut all members ;;ball
be Qll equ-.1 setting.
~ec:tion 3.
Vot :ng Rights. Each member shall be
cnti~led tf) one vote on each matter submittt>d to a ,.-ote
•)f the members.
Section 4. To:rminatioa of Mcmbcnhip. The boa rd
<)f rli rectot·:<, by nff'rm>:tiv{' \'Ote oi two t~irds of all of
membet·s of th<> hoard . may ;;uspend or .. xpel a member
f nt· c · ·u~e .
Section 5. Resignation. Any mcmb<>r 'may re:>i!!n
by filin~ :-. '1\'l'itten n•,.:';rnation wi~h the secretat·y.
Section 6. Rei11s~atement. Upon 1nitten r~quest
!'igned by a for·mer membet· <'nd filed with the secret:~•·~·.
the board of directi'rs, by •he affirmath·e vote or two
· thirds of the membe•·s of the boru·d. may reinstate ~uch
former ntembP.r to membership upon ~uch terms as the
beard of di rectors m'\y de('m aopropriate.
Section 7. Transfer of M~m'bership. ;\lcmbcrship
111 this •·o •·nnt·,t•ion i.<· nnt t•·..,~.,f~r"br;; Ol' ll~Sil!'n·~hle.
ARTICLE Ill MEETINGS OF MEMBERS
Sec:!ion 1. Annu~l Me.,tinw. An annu~l meeting of
the member!' IJe held at a place desi~nated by the bont ·cf
of dirrctors <tf !he corponttion on the fit·st Mnnrtay in
the month <:~f De(:ember in e::1ch year, b~.ciHning with the
yea 1· oi i ~-~ .) 0. at tht! fl~lU J " u( t:ie;':lt u'c!vck p . ~.~. fc:- t~e
purpo,.:e nf ell..'dine: dit·ec lot·s and f•.11· the tt·nnsaction of
;:11ch other bttsiness •~s mn~· come before the mecti.1g. lf
t.he day fixed for the annual meetmg ;;hall be a legal
h<'licfay in the Sta~e of Alaonma, such met'ting shall he
h+>lrl (Ill the next =-ucceeding- bu;;inc;:s dav. rr the election
of directors :'ha ll not he he'rl on the day desilmated het·ein for any annual meeting, or at any adjournment there"f. •1.'! boa t·tl "" -l're<:f"''" :< hall c•l'Jl: ... the election to he
helrl at a special me<'tin .l! of the members as soon thereait:.;r ;r,; conveniently may be.
Section 2. Special Meetings. Special Meetimrs of
t~P memh<>rl< m<t~· be e>llerl hy th" pn··<id'."nt. vice-pt·e~­
i!lent, ~:h:dnn'ln or the board, their appointees or the
majorit,.· of the ho2.rd d rlirectors.
Section 3. Place nf Meeting. The hnanl of !lirectors
mH~· de:<iJ!n:•te any pl <•cc either within or without the
Stat<! of Alabama . ;1,;: t\:c plar~ nf tm·et.in:? for any :lnnunl meeting ot· for any special mt>eting called by the
boarrl Q( -lirccto'"'·
S~:ction 4.
Noti<'P. of Meeting. \Vritten notice,
Pt·in•,.d fl-'tice. fll ' e\' tr •tH:<·'I tinn in the newsnaper. ~t~t­
in!.." the ph.:e . day an ·l ho\IJ' of an'-· meeting of mem;,ars
.:: ~:::l~ !::: :·~~-:'f.!?~~ ". t. ln,d !fl rh\•!' 01·inr to 1h~ ti'\te .-. f th'e
m <~c-•inl'.'. In •·:: s•· of :.~ ;:nt•"i~l 'meeting- o1· wnen n~qui,·t:':i
by statute 0r hy tht•::;e hy . !:.l\\'~. the punH).<e r.r pet · p n~··o;
fnr which the mo..•etin:! i;: called ~hall be ,;t:1ted in the
notice .
.
Sec:ti?n ;;, Informal Action by Members. Any nc!Jtm l'l~•illll't·d by law to be t:iken at a meeting of the
membet·;;. or ;~ny :tt.:ti0n which may be taken at a meeting "f r~lt·mb~·•:" · may .be taken without a meeting if a
cnnF~nt •n \\Ttttnl{, ;ct~;ng fot·th the action to taken, :shaH
hl! :<l,Z:: .. d by at :~eas t 011e half ,,f the members entitled
to \·otc with t·espcct to the ~ubject matter thereof.
. Section 6 . . Quor!"m. The mem~ers holding ten per
or. the \'ole= w~tch may be ca~t at any meeting shall con::ttt\lte a quontm <It su..:h meeting. If a quorum is not
present at any mee:ing of members, " majority of the
n.h:mb~rs JH·e::;~ nt. m>~y aujout·n the meeting from time t~
fline wHhout turther notice.
Section 7: Proxie5 . At any meeting of membet·s,
~~ llH!Il.l~t'r en· 1:1.·.1 to \'o!e may ,.-ote by proxy executed
111 wt·Jtmg by the t.nember or by his duly ~tuthot·izcd
:ntorrte~•-;n-fact.
?\o prox~· shall be Yalid after eleven
nlCln~h" f•:om rhe date of its execution, unless otherwise
pronded 111 the proxy.
.. Section 8. Voting by Mail. Where directors or
oft:cets :1re to be elected by ~ne mcmbet·s, such election
n:ay . l•t:' l'(>:tduct~.l b~· nwil in ~u.:h manner a;; the boartt
of tltrect." ·~ s!'lall de termine.
ARTJCLE IV- BOARD OF DIRECTORS
Sec:~ion I. c~neral Powen. The affairs of the
\~•·porati•Jn ::hall be managed br its honrd oi dit·ectors.
!jJn~Ct(•r:: ne..:d not be resident vf :\fontgomerr. Alabama
b:Jt nw.mbet·s of th~ corportion; pt'O\'iried however that
L\~·o thn:_:! s of r::e Boat·d of Oirl'ctors shall be t·esidents
··l thl.' :-:>rate of Alabama.
. Sec:ion 2. T <>rm of Office. The initial l>oard of
dtr<•ctors shnll consist of ten members; hrm·ever, the
b·1an.J of dtrector~ lll<lY from time to time i; ·crease the
o>··~mber:-:hip nf tl~t' boat·d of liirectors to ...
.. .. .. members. The trem of <,ffice of the board of rli:-,·~tors ~hall
b~ rhrt>e .\'ear~. one rhird r,;.riring annually unle!'s rc<' :.::ctt·rl . Pro,·t~!ed. however, t~:~t. the entire board of
d11·ecron shall t!l·aw lot to determine which member ~hall
rc:in· :tftet· the fir:;t ~'car, the second year and third veal'.
The board may elect its own chairman.
•
Section 3. Regular Meetiufra. A regular annual
m~..:~ing (•f the iloarrt of directors shall be held without
o~her nCitice than t~is by-law, immediately after and at
the :;an;<> place. as tne :Jnnual meeting of members unless
n!~e•·w•~e _stated. .The board of directors m :1y pro,·id e
by rl! ;;olutton the !11ue and place. either with in or ";th•Hlt the Stat~ oi .-\labama, for the holding of additional
n•gular mecttn:l:s of the board tl.;thout other notice than
.• uch re;;olution.
.s ection 4 .. Special Meetiags. Special meetings c.f
the noard of dt! ector·s shall be gi·:cn at lea,-c two rlavs
previo~sir thereto by notice ..idivered personally or ;;ent
h\' m::1l ., •. ~elh..'g-n;m or telephone to each dir>?~tot· at hi;;
:~d tlrcss n:; shown by the recon.is of the l!orporation . .-\nv
rlin~ctor may waive notice of any meetinl!. The attcrida~Jce of <1 dit·ector at any tnt?eting sirali .:ul •.-~i~~~c .~
·.•:ain•t· of notic<· of such meeti~~. except where a director
;;ttl'J•-is a me<·ting- for the exp:e~s purpose rd objectingtn the tran~ncrion of nny bu;;;!~e~s because ;:he meeting
J< nt1 t Lr\\'fullr called ot· con·:ent>d. The busint.!ss to he
tlLll~~actcd at the meeting need ;,ot be Fpecified in the
•~"•ice of wain•1· of 'tloticc of .• uch meeting, unle,;~ ~pe­
l'ifit :l ll~· required h\· law or by these by-bw~ .
Section 5. Quorum. A majority of th!.' bonn) nf
directors ~hnll r·on;:titute a ·~·.: crurn for the transacti•)n
of f.>u,.:ine;;s at ;tny meeti.'l~t of the boat·d; hut if le~;; than
:1 n:t.i•· rity or the directors 31''? pt·e~ent at said mectinl!
a m:>jarity of the directors ;>rest>nt may :2djoul'n th~
mcctin:: from time to time without !ut·ther notict>.
.
Section 6. Manner of Actin~~:. The act of n major·:t.y of t i-e <:!in•ctors p1·esent at a meeting at which a
quorum is pr(':<ent ~hall be the act of t'·.,-; board oi dil·cctors, unle!:s the act of greater number is requit·ed by law
or hy thc~e h\' - lnw~ .
Section 7·. Vacanciee. .-\n:; \'acnncy occuring ir; til.;
l'l' 'l ~nn llt' :10 in " rc;I!:C in the number of c!il'('('tOt'" ?!:ali he
!,o .. rd ,f dire•:tot·s and any (iirectorship to be filled l1y
r: ;• !·"tl hy th.- '"""'O of directors. A •lircctl)r c:!ccted t;)
·· . . ,.. _·~~- . . . -: .. i~ :..... (· l~;.cte~·! ~~:: th-:!. 1Jn~xri~-,..,, ,.IH'""' 4'r
l:i,- pr··~d·:c:!,;~"l r in office .
Section 8. Compensation. Dit!;!ctors as such :;hall
not receive any stated sRlaries for thei!· service~. bt'' hY
re:;olution of the board of directors a fixed sum and expenses of attenw1nce, if any, may be allowed for an,·ncl:-tnce at such 'regular· or special meeting of the hoard:
but noth ing herein contained shall oe construed to preclude any director from serving the corpot'ation in any
other capacity and receiving compensation thereof; JH·o\' ide~ however, that no paid-salary empolyee can bt.' a
voting member of the board.
ARTICLE V - OFFICERS
Section I. Officers. The officer·s of the corpot~l­
tion shall be a president, one or p1ore vice.presidt-nt!<
( che number thereof to be determined bv the board of
directors), a secretary, a terea::urer, and ;uch othet· ot'fi cca·s as may be elected in ac<.'ordance with the provi~iono;: ·
of this article. The board of directors mJy elect or appoint such other officers as it ~ hall dl'em de~irable, :;uch
nfficer~ to hav~ the authority and perform the duties
J,lt · c~cribed, from lime to time. by the be-ard of director,-.
Section 2. Election And Term of Office. The Officers •)f the corporation shall be electerl a nnually by the
hn:u·d of directors at the regu lar annual meeting, such
t:IE:ctiou shall he held a:; soon r het·e"'f'et· a~ conven . ~ntlv
may be. New offices may be created an<i filled at any
n1ceting: of the board of directors.
Each officer :;hall
t!old office until his succe~sor shall hav~ been duly elected r.nd shall have qualified .
Section 3. Removal. Any offi<;_er elected ot· appoin•ed by the boat·d of directors may he removed by a
two-thirds vote of the members .of the b•)ard of directors
wht>never in its judgement the be~t interests of the
corporation would be served thereby.
Section 4 . Vacancies. A vacancv in anv office be cause of death, r·esignation , removal, ·dis qualification , 01·
n '·herwise, may be f!llecl by the hoanl of director;; for
tb~ unexpired por '·ion of the term .
Section 5. Pres=dent. The presirlent shall be the
pl'incipal executive officers of the coroor:1•ion and s hall
in general supervise and control all · of the business anrl
<ICfiars of the corpora tion , He may sign with th~ secretary or any other proper off:cer of the corporation authQrized by the board of directors, any deeds, mo t· tg <~ ges,
bonds, contracts. or other instruments wh ich the boar-:!
()f directors ha\'e authorized to be executed, except in
cases where the signing and executing thereof shall be
''xpre:;sly dele~:1~ed by the board of directors or by th<:s?.
by-laws or by statute to some ot.her officct· or agent of
the cot·poration; and in general he !!hall perform all
duties incident to the office "f the president ·1nd surh
other dl'ties !ls mU\' be twescribed by the board of di rectot·s from time to time.
Section 6. Vice-Pretident. In thP. absence of the
pre~iclent or in event of his ina biiity or· refusal to act,
the vice-president (or in the t=vent there be more than
one vice-pt'eS'idents i:l rhc ot·der of their election) :;hall
perf"rm the cluties of the pr-:sictent, ancl when 50 a-:ting,
ShAll have alJ the powet'S of and be ~ubject to all the re:;trictions upon the president. Any ,·icc president shall
pel'form such duties as from time to time may be a:;sign ~d to him by the pt·esictent or by the bonrd of dircctot·s.
Section 7. Exp. Treasurer. If required by the
hoarrl Of dit•ectors, the treasurer ShaJI giYe a uonJ for
the faithful (ii~chlrg~ of his <!uties in such s um and wi~h
:;uch surety or sureties as the board of directnrs shall
dPtermine. He sh:tll have charge and custody of and be
t·espon:-.ible for all funds and slo!curitie!',of the <:orpomtion; receive and give receipts for moneys due and payahle to the col'Ooration from any source wha ts<'e\·er, :1 nd
deposit all such moneys in the name of the corporation
in such b:mks, tn•st companies, or other depositories a!'<
:;:hall be selected in accordance with the provisions of
At·ticle VII of the~e by-laws: and £eneral perfmm <11l
t. he Jut.ics incinPnt tn the office of treasurer and such
othet· rlutie!< :>:; fmm t;fe to time .may be <1ssigned to him
by the president or hy th~ hoard of di•·ectot·s.
Section 8. Secr~tary. The secretat·y shall keep ~he
r.1 ~ :1uteF. oft}"'~ nl cc!i :: :.:!J c f f ht~ mcn:~ H.· r·~ ~!!!'1 f: f ~.h ~ · !1" ; ! 1'1;
of director~ in nn~ nt· more hool;" p!·m·iderl for thrtl· nnt·pC>se; !;ee that all not i ce~ are duly gin>n in acconl on c<.>
with the pnwi~ ' nm; nf the~P. bl•-) ,tws nt· ' '"' reou ired hv
law; be cu~todian c.f tht• t:Grporate ,·ecnt·ols ar1rl of th0
~ea~
of tlw cOl'j1orarirn and see that the seal of the corporataon and ~ee that the seal of the corporation is affixed
;:1 .rl. ducumt·l , "' . 1.:<· i.' Xt'\:lltion of which on behalf of the
..:orporati<'n tll :dl'r its ;:P.al is duly author·ized in accor~·~nce with the p:-cw1~ions of these by-laws; keep a reg.
tster of the post dii..:e address of each membet· which
~ !:all be furni;;hetl to the ~2ct· et:ny by such membet· ; anrt
in general pedorn1 all duties incident to the office of
sect·et~ry and su~h othet· duties as from time to time may
be a:sstgnerl to I:Jm oy the president 01' by the ooard or
director·,;.
Section 9. As.ist;ont Tr~asurera and Auiatant Secretal'ies. If rt'quir·e.l by the board of dit·ectors the as~i~t:>nt treas .. rc.r ;;h::il !! ve bonds for the faithful disrhat·ge of th.,it· cbties in such sums and with such sureties as the goard o:. direc !ors shall determine. The as~i<:tant t1·easurers and assistant secretaries, in general,
shall p2rform su::h duties as shall be assigned to them
!,~· the trc::!surer or the :;tlcretary or by the president or
the board of rlirect01·s.
ARTICLE VI ·- COMMITTEES
Sec: ion 1. Executive Committee. The board of
directors m·.ty aJJpoin~ an executive committee of not
less than not· mot·e than ten members of the boa t·d to
,~· rve until the L:: day in the mo:lth of November of
t'<:ch yeat·. The said committee shall have the "'enet·al
~upervi,;ion <Jf th~· afairs of the corporation in ~he abs.:ncc of the entire board of directors. The pt·esicler.t
of ;hl! cot·pot·:tt:on shall be a member of the executive
committee. The executive commitee shall meet monthly
:HHI spi?d:rl meetings mAy be called by a majority of the
commit tee by the giving of written notice thereof to the
nther members. A majol'ity of the members of the comn~i:r"'e prrsent and voting shall be binding as to the action taken .
Section 2. Nominating Committee. The board of"
·!i:·ector·s, not less than thirty days before the annual
mee · i~g of the m~mbers, shall aJ>Point a nominating
<.:•>mnHttce to cons1s~ of seven members. Four of the
members of said committee shall not be member!' of the
board of directors. The nominating committee shall return foa· nomination for membership on the boarrl of
d'1·ector·s one-half more than the vacancies to be filled,
thrt>e -fif•h!' to be elected by members C>f the corporatio!l
and two-fifths by the board .
Section 3. Other Committees. Other committees
not having and exercising the authority of the bo;:u·d of
directors in the mJnagement of the corporation may be
designated by a resolution adopted by a majority of the
directors present at a meeting at which a quorum is
pr~sent .
Except as otherwise provided in such resolut ion, members of each committee shall be members of
the corporation, and the president of the cat·poration,
:.:nd t.h-: Jll'esident f)f the corporation shall appoint the
memb~e1·.s ther<'!of. Any member t!':ercof n~ay !:>c r-emov"'''
by the person or person authorized to appoint such member wheneYer in their judgment the best interest:~ of the
corporation on shall be served by such removal.
Section 4. Term of Office. Each member of a
committee shall continue ils such until the next annual
meeting of the members of the corporation and until
hi~ ~uccessor is appointetl, unless the committee ::hall be
sooner terminntcd, or unless such member be removed
from ;,uch committee. or unless such member shall cease
to qualifiy as a member thereof.
Section S. Chairman. One member of each commirt"e .shall be nppointecl chairman by the ·person ot·
persons author·ized to appoint the members thereof.
Sectior 6. Vacanciea. Vacanies in the member·ship
of any committee may be filled by appointments made
in the ~amt- manner as provided in the case of the original appointments.
Sectton 7. Quorum. Unless otherwise pt·ovided in
the r~:~olution of the board of directors designating a
<:ommit.tee, a majority of the whole committee shall constitute a quorum unci the act of a majority of the member-s pa:esent at a meeting at which s quot·um is present
~!--"1! lw th<> " t:t rof th~> committee.
~ection 8. Rules.
Each committ~e may ativj.it •. ,.;;,;,,
for it.~ <w: n ~overnment not inconsistent with thc~c ·by1:-tw!' nr with t·ules a•lopted by the board of din:ctoa·s.
ARTICLE VII CONTRACTS, CHECKS, DEPOSIT,
ARTICLE VII -
CONTRACTS, CHECKS, DEPOSIT,
AND FUNDS
Section J . Contt·acts. Tht: boat·d 'Jf dit·ectors may
authorize any <)fficer or offic~1s, agent or agents of the ·
corporation, in addition to the offic~rs so authot·ized by
these b}·-)aws, to enter into any contract or execute :md
deli".-c~ any instrument in the name of and on behalf of
the curpor:ltion, and such authot·ity may be general or
confined to specific instances.
s.,ction 2. Checks, Drafts, etc. All checks, drafts,
or ot·ders for the payment of money, notes, or other
evidences of indebtne ~ :s issued in the name of the corpo•·ation, shall be signed by such offtcer or officers, agents
or agent of the C(•rporation and in such manner as shall
ft·om time to time be determined by resolution of thP.
bonrd of directors.
Section 3. Deposits. All funds of the corporation
shall be deposited from time to time to the credit of the
corpot·ation in such b:!nks, trust companies, or other <iepo!"itaries as the board of director may select.·
Section 4 . Gifts. The board of directors may accept on behalf of the corporation any contribution, gift,
bequest, or devise for the general purposes or for any
special purpose of the corporation .
Section 5. Audit. Th~ Books of the corporation
shall be audited before each annual meeting.
ARTICLE VIII CERTJFI.CATE OF ME~BERSHIP
Section 1. Certificates of Membership. The hoard
of directors may provide for the i;:suance of certificates
evidencing membership in tr <! corporation which shall
be in such form ns may be determinecl by the board.
Such certificates shall be signed by the president or a
vice-president nn rl by the sec retary or an assistant secretary and shall be sealell with the seal of the corporat.ion . Jf ;ttoy N~1·tificnte shall become lost. mutilated or
destroyed, a new certificate may be issued thereof upon
such tet·ms and conditions as the board of directors may
determine .
Section 2. lasuance of Certificates. When a member has been elected to membership and has paid any
init.iation fee anri dues that may then be required, a certificate of membership shall be issued in his name ancl
delivered to him by the secretary. if the board of rlirectors shall have provicled for the issuance of cet'ti.ficates
of member~hip under the p•·ovisions of Section l of this
Article VIII.
ARTICLE IX - BOOKS AND RECORDS
The t:orporation ~ hall keep co1-rect and complete
books and records of accouts and shall also keep min-
utes of the procceding5 of its members, board of direcanrl committee,; havings any of the authority of the
board of tlit·ectol·s. and shall kee, at the registered or
principal office a record giving the names and addresses
of the membet·s ~entitled to vote . All books and records
of the corporation are the exclusive property of the
co1·poration and shall not be inspected by anyone without
the express autho1·ity of the board of directors.
ARTICLE X - FISCAL YEAR
The fiscal yeu 'of the corporation shall begin on
the first day of January and end on the last day of Dect!mbcr of each yP.ar.
ARTICLE XI DUES
Section 1. Annual Dues. The board of directot·s
may detemtine hom time to time the amount of initiation fee, i.f a!'ly, and annual dues, if any. payable to the
c ..,rporation by members.
ARTICLE XXI AMENDMENTS TO BY-LAWS
These by-laws may be altered, amended or t·epealed
anrl new by-laws may be adopted by a majority of the
<!'rectors present at any regular meeting o1· at any
!'De<.'ial meeting, if at least 10 days written notice is
~iven of intention to alter, amend, or repeal or to adopt
new by-laws at such meeting.
KNOW ALL MEN BY THESE PRESENTS:· That
we the undersigned, being all members of the Board of
Directors of the ~lontgomery ImproVement Association,
hereby assent to the foregoing by-laws and adopt them
a,; the by iaws of !'aid corporation.
In witness whereof, we have hel'cunto subscribed
our names, this ........ .. day of .............................. .... , 19 ........
t~.w~.
K;\0\V ALL :'.IEN BY THESE PRESENTS: That
the under3igncd H'cretary of the corporation does hereh~· certify that the above and foregoing by-laws wet·e
dtd~· ad o pted by the members of said corporation, as the
by-laws of s~licl corporation, on the .... ........... .. ..... day of
. ....... ...... . , 1956, and that they
1
o n now con :-; titute the by-laws of ;;aid corporation .
Attest: ..................................................................... , Secretary