Adopted March 7, 1999, Revised March 5, 2006, February 28, 2010, and March 2, 2014

The name of this association shall be The Bethlehem Historic District Association (BHDA).

ARTICLE II – Mission
Mission Statement: The Bethlehem Historic District Association promotes the historical ambiance and high quality-of-life in our special neighborhood by supporting the preservation and restoration of original architectural features and landscapes.

ARTICLE III – Membership
Section 1. The Bethlehem Historic District (BHD), for the purposes of these bylaws, is the area within the City of Bethlehem, Pennsylvania, that is defined on the east by Linden Street (but not including addresses on the east side of the street), on the north by Walnut Street (except that it includes a few addresses north of Walnut on Center Street), on the west by West Street, and on the south by the Lehigh River.

Section 2. The two classes of membership in the BHDA are voting and non-voting. Any person 18 years of age or older who is a resident, tenant, businessperson, or owner of property within the BHD and who is a member of a household for which annual dues have been paid for the current year is a voting member of the association. Up to two members from each dues-paying address may vote at a membership meeting. Any other person who is interested in the goals and activities of the BHDA, but is not a resident, tenant, businessperson or owner of property within the BHDA may become a non-voting member by paying the annual membership dues.

Section 3. Annual membership dues, levied in an amount determined by the Board of Directors and approved by the membership, are due and payable at or before the Annual Membership Meeting. Annual Membership is based on a calendar year, from January 1 to December 31 of the same year.

ARTICLE IV – Membership Meetings
Section 1. An annual membership meeting is held on a Sunday on or about January 31 for the purpose of receiving annual reports from officers and committees, electing members to the Board of Directors, and transacting any other business of the Association.

Section 2. A nominating committee, composed of two board members and one member at large, shall propose a minimum of one nominee for each open seat on the Board of Directors. Only voting members of the BHDA are eligible for election to the board. Nominations may also be made from the floor, provided that the nominee has agreed in advance to serve if elected. Elections for contested seats are by ballot. The candidate who gains the plurality of votes shall be declared elected.

Section 3. Special meetings of the membership may be called by the President at his/her own initiative; upon the written request of three (3) members of the board; or upon the written request of ten (10) members of the BHDA. The purpose of a special meeting of the membership shall be limited to considering the item(s) of business that are of an emergency or complex nature and are specified in the request for such a meeting.

Section 4. All members shall receive written notice of the date, time, location, and nature of the business to be transacted at the annual membership meeting at least five (5) days in advance and at least three (3) days in advance of any special membership meeting.

Section 5. A quorum of members at any membership meeting shall be twenty (20) voting members of the Association.

ARTICLE V – Board of Directors
Section 1. The Board of Directors shall have full power and authority over the affairs of the BHDA, except that its acts shall not conflict with actions taken at membership meetings.

Section 2. The board shall consist of not more than nine (9) members who shall be elected at the annual membership meeting to staggered three-year terms. No board member may serve more than two (2) consecutive three-year terms. Any such board member shall become re-eligible for election after being off the board for one (1) year. The board shall appoint any eligible member of the BHDA to fill the unexpired term of a board member and/or an officer of the Association. The immediate past president shall serve as an advisor to the board for one year after leaving office.

Section 3. Board members shall not receive any salaries or fees for their services, but shall be reimbursed for expenses incurred in the course of fulfilling their duties. Board members shall not be personally liable, as such, for monetary damages for any action taken in the good faith performance of their duties.

Section 4. The Board of Directors shall meet at least six (6) times each year, on a schedule adopted by the board. Special meetings may be called by the president at his/her own initiative or upon the written request of any director, provided that all directors are given at least three (3) days prior written notice of the meeting and are alerted to the purpose of the meeting.

Section 5. A quorum at any meeting of the board shall be five (5) directors.

ARTICLE VI – Officers
Section 1. The officers of the BHDA shall be president, vice president, recording secretary, membership secretary, and treasurer.

Section 2. The officers shall perform the duties described in the parliamentary authority, bylaws of the association, and standing rules.

Section 3. The officers shall be elected by the Board of Directors from among its members at its first regular meeting of the board following the annual membership meeting to a term of one (1) year.

ARTICLE VII – Parliamentary Authority
The parliamentary authority for all meetings of the Board of Directors and of the membership shall be Robert’s Rules of Order: Newly Revised.

ARTICLE VIII – Amendment of Bylaws
Section 1. The Board of Directors may, at its sole discretion, submit amendments or revisions to these bylaws for adoption at the Annual Membership meeting, provided that the proposed changes are distributed in writing to all voting members at least fourteen (14) days in advance of that meeting.

Section 2. Changes to these bylaws require approval by a two-thirds majority of voting members who are present and voting. The changes become effective immediately upon approval.