Corporate Bylaws

1.1 Established as a nonprofit Corporation (the Corporation) under section 501(c)(3) of the Internal Revenue Code, the purposes for which The Southside Preservation and Enhancement Alliance, Inc. (The Alliance) is formed are primarily community, charitable, and educational related. The Alliance is dedicated to the preservation and enhancement of Huntington’s Southside District as currently defined by the Huntington Board of Realtors. The boundaries for the Southside are depicted in the attached Exhibit 1. The Alliance is committed to preserving the Southside as a safe, well-policed, and well-maintained residential area predominantly composed of owner-occupied single-family residences. To perpetuate a desirable quality of life for its residents and residents of the City of Huntington generally, The Alliance shall promote the exterior upkeep and overall maintenance of Southside structures and grounds; a living environment free from trash, litter and noise pollution, both on its streets and its parcels; and the monitoring and elimination of the forces which result in urban blight and threaten the public’s general welfare. The Alliance shall also strive to foster a welcoming environment for visitors and to support the economic viability and reputation of Southside and its residents.

1.2 Notwithstanding any other provision of these bylaws, this provision restricts the Corporation from carrying on any activities not permitted to be carried on by a Corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future Federal tax code, or by a Corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code or corresponding sections of any future federal tax code. The Corporation is accordingly prohibited from and will not participate in, or intervene in, any political campaign on its own behalf or on behalf of any candidate for public office. No part of net contributions or earnings of the Corporation inure to the benefit of, or can be distributable to, its members, trustees, officers, or advisors except that the Corporation shall be authorized and empowered to reimburse members of those classes for reasonable expenses paid out of pocket and only related directly to the furtherance of the purpose of the Corporation and authorized by the Board Of Directors in advance of said expenditure.

2.1 Members: Membership shall be open to any person, business institution, or organization supporting the purposes as specified above and as further delineated by The Alliance’s Board of Directors (Board) and who is accepted for membership as provided for in the bylaws.

2.2 Dues: Annual dues shall be a minimum of $30.00 per household and pertain to all members of the household who sign The Alliance’s membership application, and $100 per business or other organization. A household is made up of persons residing at one specific address (apartment or single-family dwelling). Persons who do not support the purpose of The Alliance will not be accepted as members, despite residing in a household wherein others do support the purpose of The Alliance and dues have been paid. Dues may be changed at any time as may be prescribed by resolution of the Board. Dues are to be billed at least 30 days prior to the close of the calendar year and are due and payable on the first day of the year.

2.3 Termination of Membership: A member may voluntarily resign from membership, but no part of such member’s dues shall be refundable by reason of such resignation. The Board may terminate a member’s membership for cause, including interference with and/or disruption of the mission and objectives of the organization by any member.

3.1 Annual Meeting: The annual meeting of the members of the Corporation shall be held during each fiscal year at a time and place to be determined by the Board. The business of the Annual Meeting shall include the rendering to the membership of the Directors’ annual report, and the transaction of such other business as may properly come before the meeting.

3.2 Special Meetings: Special meetings of the members may be held at any time upon the call of the majority of the Executive Committee.

3.3 Notices: Written notice of the time and place of meetings of the members of the Corporation shall be sent to all members not less than fourteen (14) days in advance of the date of such meeting. In all cases of special meetings, the notice shall include the purpose(s).

3.4 Quorum: The members present when the meeting is called to order shall constitute a quorum for the transaction of business at any annual or special meetings of the Corporation.

3.5 Voting: Each member shall be entitled to one (1) vote on each matter submitted to a vote of the members.

3.6 Proxy: A member entitled to vote may vote in person or may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution.

3.7 Structure: Meeting procedures shall be governed by Robert’s Rules of Order.

4.1 Number: The affairs and administration of the business and property of the Corporation shall be managed by the Board. The Board will consist of nine (9) to twenty (20) members, to include the President/Chair, the Vice President/Vice Chair, the Immediate Past President/Chair, the Secretary, the Treasurer, and up to fifteen (15) additional members. The Board may create additional seats for non-voting, ex officio members or for professional representatives.

4.2 Term of Office: Each director shall serve three-year terms. Directors will be elected by the Board. Each Director so elected will hold office until the expiration of the term for which she/he was so elected, and until her/his successor has been duly elected and qualified, or until her/his prior resignation or removal. Any Director who has served three (3) consecutive full three (3) year terms shall be ineligible for re-election as a Director or officer until two (2) years have elapsed following the date of the expiration of the third (3rd) consecutive term of office, except if this provision is waived by the Board.

4.3 Vacancies: In the event of a vacancy occurring in the Board, either by increase in the number thereof, or otherwise, the remaining Directors, by affirmative vote of a majority thereof expressed at a duly called meeting of the Directors, may fill such vacancy.

4.4 Removal: If a Director shall fail to attend in person or by interactive remote means three (3) duly called meetings of the Board in any 12-month period, then such person shall be removed as a member of the Board unless a majority of the remaining members of the Board shall vote to have such person continue to serve as a member of the Board.

4.5 Directors and Ex-Officio Board Members: The Board may designate any person to serve as an Ex officio Director, Honorary Director, or Advisory Director, such person to have such powers, duties, and functions as shall be prescribed by resolution of the Board, but shall not be allowed to vote.

4.6 Chair and Vice Chair of the Board: The President and Vice President of the Corporation shall serve as the Chair and Vice Chair, respectively, of the Board.

4.7 Compensation: No compensation shall be paid to the members of the Board for their services as such members, but they may be reimbursed for actual, approved expenses necessarily incurred by them while performing other duties on behalf of the Corporation at the direction of the Board.

4.8 Meetings: Regular and special meetings of the Board shall be held at such time and place as the Board or the Chair shall from time to time determine.

4.9 Notice: Written notice or notice by telephone, text message, or email of the time and place and, in the case of special meetings, the purpose of every meeting of the Board shall be given no less than three (3) days prior to such meeting. The requirement for furnishing notice of a meeting may be waived by any Director who signs a Waiver of Notice before or after the meeting or who attends the meeting without protesting the lack of notice to him/her.

4.10 Quorum: A quorum of the Board shall consist of a simple majority of the total membership of the Board who are present either in person, by remote means, or by proxy.

4.11 Voting: Each member of the Board shall be entitled to one (1) vote on each matter submitted to a vote of the Directors.

The envisioned duties of each committee listed below are intended to serve the Board and each committee by offering guidelines. The envisioned duties are intended to be aspirational and are to be neither mandatory nor restrictive, should any committee conclude to pursue related but not listed duties or deemphasize any envisioned duties that are listed.

5.1 There are Standing Committees, and there are Ad Hoc Committees of The Alliance. The role of committees is to investigate, inform, and make decisions or recommendations relevant to their charge. Committees shall not engage in public advocacy officially representing The Alliance without permission of a majority of the Executive Committee or the Board. All Committees shall have a chair who is a member of the Board. Committees shall be composed of a minimum of two (2) people unless otherwise specified. Committee chairs may appoint committee members, which may include members of The Alliance who are not members of the Board, as long as a majority of the committee members are Board members. Committee chairs may appoint subcommittees to address specific issues or programs that fall under the purview of the primary committee.

5.2 Standing Committees are the permanent committees of The Alliance. The chair shall be appointed by the Chair of the Board and confirmed by a majority of either the Board or the Executive Committee. Each Committee shall report to the Board at each of its meetings.

5.3 Ad Hoc Committees are committees created to perform a specific task for The Alliance for a certain period of time. Such committees shall be created by a majority approval of the Board and may be proposed by any Board member. The chair shall be appointed by the Chair of the Board and confirmed by the approval of a majority of the Board or Executive Committee. Each such Committee shall report to the Board at each of its meetings.

5.4 Standing Committees

A. Executive Committee

There shall be an Executive Committee of Six (6) members consisting of the Chair, who shall be the chair of the committee, and Vice Chair, Secretary, Treasurer, Immediate Past Chair, and one at-large member of the Board who shall be elected by the Board.

1. Adopt its own rules with respect to procedure and shall meet at such times and places as may be deemed advisable. When the Board is not in session, the Executive Committee shall have the power and authority of the Board and, particularly, shall have charge of the activities of this Corporation and direct supervision over its affairs and operation, provided, however, it shall be subject always to the supervision and control of the Board.
2. No Committee, other than the Executive Committee, shall have the power to obligate the Corporation in any manner without the approval of the Board or the Executive Committee. The Executive Committee shall have the right to make commitments for the use of The Alliance’s funds in an amount not exceeding $500.00 per expenditure.

B. Membership and Board Nominations Committee

1. Be responsible for the growth through the retention of The Alliance’s members as well as the ongoing recruitment of new members of The Alliance in order to sustain the viability, influence, and effectiveness of the organization.
2. Ensure that members of The Alliance are supportive of the goals and objectives of the organization, as formalized by the Board, in an ongoing fashion.
3. Identify and recommend candidates for Board and officer positions to ensure continuity and effective, capable leadership.

C. Structures and Parcels Committee

1. Maintain communications with the City’s office of planning and zoning, which houses information on the zoning map and ordinances, geographic information systems (GIS), and floodplain regulations. The planning office is also the administrative staff to the Board of Zoning Appeals, Planning Commission, and the Historic Preservation Commission, which deals with zoning and zoning appeals efforts and related compliance as it pertains to Southside structures and parcels.
2. Maintain a list of endangered buildings and neglected lots in Southside, divided into four categories:
   1. Structures and lots/parcels in a state of abject neglect and the City or owner has slated for demolition.
   2. Structures and/or lots/parcels currently endangered due to an extreme state of neglect/dilapidation.
   3. Structures and/or lots/parcels in a moderate state of neglect/dilapidation.
   4. Structures and/or lots/parcels of concern that are showing signs of neglect and in decline.
3. Rate the architectural and historical significance of these endangered/neglected structures so as to aid in the prioritization of assistance that the organization may provide in resolving related issues.
4. Seek to identify and establish additional historic districts, in addition to the Ritter Park Historic District, which would be achieved by working with the WV State Historic Preservation Office and other related preservation organizations.
5. Maintain a vigilant watch for important offenses committed in violation of city code and/or state law as related to the mission/objectives of The Alliance, especially those involving the appearance and maintenance of Southside structures, lots, green spaces, streets, and alleys, and including litter, parking, vagrancy, and vehicular excessive noise and speed.
6. Report mission-related violations to the appropriate authorities in an effort to secure compliance.
7. Follow up systematically with the appropriate authorities to ensure proper completion of enforcement has been attained.

D. Parks Committee

1. Assist, through the various means available to The Alliance, the Greater Huntington Park and Recreation District Board of Commissioners in an effort to attain a high level of protection for and maintenance of the Southside parks in their entirety. The Alliance recognizes that Ritter and Memorial parks are very special and are the outstanding recreational and historic centerpieces of Southside and leading attractions for the City as a whole.
2. Seek to protect and preserve the existing Ritter Park Historic District designation in the National Register of Historic Places.
3. Work with the West Virginia State Historic Preservation Office, local residents, and historic preservation consultants in order to research, plan for, and promote the expansion of the boundaries of the Ritter Park Historic District in conjunction with present-day standards for such districts.
4. Seek to identify and establish additional historic districts, in addition to the Ritter Park Historic District.

E. Public Relations and Program Committee

1. Work closely with The Alliance’s Executive Director in carrying out the duties of the committee as described below.
2. Be responsible for the publication of a newsletter disseminating information about The Alliance’s objectives and progress in their attainment. The newsletter must exhibit a high standard of quality and be produced at intervals deemed appropriate by the committee in conjunction with the Board.
3. Seek publicity for all Alliance events, especially educational programs and membership growth events.
4. Develop cooperative relationships between The Alliance and the news media, and the routine dissemination of information regarding newsworthy information relating to The Alliance’s activities and various objectives and priorities for Southside’s preservation and enhancement.
5. Establish a high-quality website and/or Facebook presence for The Alliance and make sure that The Alliance is well represented in whatever media develops in the future.
6. Seek to educate the public about the significance of and methods required to sustain safety and maintain property ambiance and values in the Southside.
7. Develop topics and the procurement of speakers for The Alliance’s periodic public presentations related to the preservation and enhancement of the Southside and other topics of regional interest, and arrange for such presentations following the approval of the Board.

F. Gateways, Streets, and Bridges Committee

1. Work with authorities and others with jurisdiction and interested parties on design and construction related to bridge replacement and maintenance, as well as on plans for further bridge designs and construction.
2. Closely monitor the maintenance of Southside bridges and subsequent replacements to ensure that their replacements are historically appropriate.
3. Encourage proper authorities to ensure that Southside bridges are properly maintained by inspecting them annually and following up to achieve a high level of maintenance to avoid appearance or structural deterioration.
4. Advocate for the recovery and maintenance of brick streets within the jurisdiction of The Alliance with city officials and other related entities.

G. Fourpole Flooding Impact Committee

1. Work to ensure awareness that flooding is a significant concern for the Southside neighborhood, posing risks to both property and residents' well-being. The Board recognizes that effective flood mitigation strategies are essential to minimize these risks and ensure a safe and sustainable living environment. The objective of this committee is to advocate for the establishment by relevant authorities of clear guidelines and responsibilities that help protect the Southside from the adverse effects of flooding.
2. Encourage creation of a regulatory framework that promotes proactive measures by:
   • Advocating for the protection of property and infrastructure that encourages implementing standards that minimize damage to homes, roads, and other critical infrastructure within the neighborhood.
   • Advocating for public safety measures that reduce the potential for injury or loss of life due to flooding events.
   • Promoting environmental sustainability by encouraging practices that preserve natural watercourses and wetlands, which play a crucial role in flood management.
   • Advocating for regular flood risk assessments to identify vulnerable areas and prioritize mitigation efforts.
   • Advocating for the implementation of stormwater management systems to control runoff and reduce the likelihood of flooding. This can include the use of retention/detention ponds, permeable surfaces, and green infrastructure.
   • Advocating for the regular maintenance and inspection of drainage systems, culverts, and other infrastructure to ensure they remain functional and effective.
   • Promoting awareness and understanding of flood risks and mitigation strategies among residents.
   • Encouraging community involvement in flood preparedness activities and supporting collaborative efforts to enhance resilience.

H. Bylaws Committee

1. Be responsible for investigating bylaws’ change recommendations emanating from the Board and originating, and bringing suggestions for modifications to the bylaws to the Board as the organization evolves.
2. Be responsible for accurately updating the bylaws’ text when modifications are created and authorized by the Board.

I. Finance and Budget Committee

Final language following the July 14, 2026 amendment: The fourth proposed responsibility concerning tax filing, employee/contractor documentation, and related reporting requirements was deleted by membership vote before adoption.

1. Be chaired by the Treasurer and be responsible for properly maintaining bank accounts and the timely payment of approved purchases and invoices submitted to the Board or its Executive Director.
2. Present updated monthly financial reports for Board approval.
3. Be responsible for the preparation of the annual budget to be submitted for Board approval no later than 30 days prior to the end of the fiscal year.

6.1 Enumeration: The officers of the Corporation shall be a Chair, a Vice Chair, a Secretary, a Treasurer, and such other officers as the Board may from time to time designate.

6.2 Election and Term of Office: The officers of the Corporation shall be elected by the membership at the initial organizational meeting of the membership and thereafter shall be elected by the Board for a term of two (2) years, but shall hold office until their successors are elected and qualified. Any officer, however, may be removed at any time by the affirmative vote of a majority of the Board at any duly called regular or special meeting of the Board with notice of such proposed action. No member may serve in any one office for more than three (3) full, consecutive two (2) year terms, except if this provision is waived by the Board.

6.3 Vacancies: A vacancy in any office occurring by reason of death, resignation, or otherwise shall be filled by a member selected by a majority vote of the Board for the unexpired term thereof.

6.4 Chair: The Chair shall be the chief executive officer of the Corporation and shall preside at all meetings of the Board, the Executive Committee, and the membership. The Chair shall set each meeting agenda and appoint all committee chairs. The Chair shall have the general powers and duties of supervision and management which pertain to the office and shall perform such other duties as may be properly required by the Board or the Executive Committee. The Chair and the Treasurer shall be co-signatories on all checks drawn on The Alliance’s bank account(s).

6.5 Vice Chair: The Vice Chair shall have the duties from time to time delegated by the Chair or assigned by the Board or by the Executive Committee. In the absence or disability of the Chair, the Vice Chair shall perform the duties and possess and exercise the powers of the Chair.

6.6 Secretary: The Secretary shall make or cause to be made a record of all meetings of the members of the Corporation and the Board. The Secretary shall be responsible for the timely distribution of all notices of meetings of the Corporation, and its Board, and shall perform such other duties as usually pertain to the office or as are properly required by the Chair, Executive Committee, and/or the Board.

6.7 Treasurer: The Treasurer shall receive, have custody of, and disburse the funds of the Corporation under the direction of the Board or the Executive Committee and shall maintain an accurate record of all such activities. The Treasurer shall deposit all funds in the name of the Corporation. It shall be a duty of the Treasurer to arrange for an independent accounting review or audit of the financial books, records, and transactions of the Corporation annually. The Treasurer shall perform such other duties as usually pertain to the office or as are properly required by the Board or the Executive Committee. The Treasurer and Chair will be co-signatories on all checks drawn on The Alliance’s bank account(s). The Treasurer shall be the Chair of the Finance and Budget Committee and may delegate required responsibilities to committee members, independent contractors, and/or to the Executive Director.

6.8 Compensation: No officer shall receive compensation from the Corporation for services performed in an official capacity, but officers may be entitled to reimbursement for reasonable and necessary expenses incurred in the performance of their official duties by authority of the Board or the Executive Committee.

7.1 Fiscal Year: The fiscal year of the Corporation shall be January 1 to December 31.

8.1 Dissolution: In the event of dissolution, all of the remaining assets and property of the Corporation shall, after necessary expenses related thereto and any remaining obligations are satisfied shall be distributed to such organizations with purposes as shall qualify them under Section 501(c)(3) of the Internal Revenue code of 1954, or corresponding provision of any future United States Internal Revenue Code and in accordance with sections 31-1-154 through 31-1-158 or subsequent corresponding provisions of the West Virginia Code.

9.1 These bylaws may be amended or repealed in whole or in part by the affirmative vote of a majority of the Board members at any regular meeting or at any special meeting of the Board, provided that notice of such meeting contains a statement that amendment of the bylaws will be proposed at said meeting.