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RNA Bylaws

FROM: Shawn Smart, RNA Co-Chair =============================== Neighbors: Attached is the final draft in content of our bylaws approved on March 11, 2003. Editors able to detect and correct glaring grammer and spelling errors appreciated. Voting privileges, election of officers; creation of a board were controversial issues. I suggest to neighbors in disagreement with the final product that you observe how things go and to continue to participate in our evolutionary process. Shawn (acting co chair). Going forward, I hope neighbors will consider RNA “A” voice and forum for the neighborhood. There is no such thing as “the” voice for the neighborhood. Riverwest is diverse. We recognize and respect different points of view. We will not always be able to synthesize them all. We will do what we can to promote quality of life in our great neighborhood. Shawn (acting co chair). — Bylaws issues, suggestions from RNA Members: 1. Typos: Capital to Capitol; EVA to RNA. 2. If RNA purports to speak for the neighborhood, how shall the organization ensure the gathering of input from all of the neighborhood? Also, how will election of officers be conducted so that all who want to vote can vote? In particular, shall a mechanism be developed to allow for absentee voting? Does RNA speak for the neighborhood. 3. It was suggested that individuals who live on or east of Richards Street be able to become members of the RNA. 4. It was suggested that the northern limit of RNA be the City limits. 5. Should decision-making be based on voting or consensus? 6. Should the voting membership be limited to those who reside in Riverwest? 7. Should there be a Board beyond the elected officers? 8. It was suggested that voting be limited to constituent members who have attended at least two meetings. 9. Timing of elections and when should service terms begin. 10. No self nominations. 11. Two vice chairs ie: one perhaps from north of Locust and one from south of Locust. 12. Will there be a RNA Newsletter? If not, at least in the beginning, could the Riverwest Currents be the vehicle for sharing information with the community? — BYLAWS of the Riverwest Neighborhood Association Milwaukee, Wisconsin (Approved: March 11, 2003) ARTICLE I: Name The name of this Corporation is the Riverwest Neighborhood Association, Inc., herein referred to as RNA. ARTICLE II: Geographic Boundaries of Riverwest Defined Section 1: The Riverwest neighborhood is bounded by Capitol Drive to the north, Milwaukee River to the east and south, Holton Street to the west. Section 2: Riverwest is a neighborhood, adjoining other neighborhood, some of which may have resident or business organizations. Nothing in this section shall be construed to mean interests and activities are confined to this geographical area. Furthermore, residents as far west as Richards Street who associate themselves with Riverwest will be allowed full membership in RNA. ARTICLE III: Purpose and Mission The purpose of the RNA shall be to engage in any lawful activities authorized by Chapter 181 of the Wisconsin Statutes. The Corporation is organized exclusively for charitable, educational, and/or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. To the extent consistent with the above general purposes, without limiting other activities it may undertake in furtherance of such objectives and purposes, the Corporation shall: Section 1: EDUCATION, COLLABORATION & COOPERATION Subsection A: Promote information about the history of the Riverwest neighborhood and surrounding environs. Subsection B: Identify and help publicize the advantages of living, working, and recreating in the neighborhood and its surrounding environs. Subsection C: Improve communication within and outside of the neighborhood concerning public housing, schools, public safety, parking, noise, and other community needs and concerns. Subsection D: Explore, promote and implement projects designed to improve the quality of life for those who live, work, conduct business, and recreate in the area. Subsection E: Collaborate and cooperate with neighbors, area businesses, religious groups, and community organizations to help promote the quality of life for those working, living, and recreating here. Section 2: PROHIBITED ACTIVITIES Subsection A: No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation. Subsection B: The Corporation shall not in any way participate in any political campaign on behalf of or in opposition to any candidate for public office. Subsection C: The Corporation’s primary activity will not be the operating of a social club. Subsection D: The Corporation will not carry on a business with the general public in a manner similar to organizations which are operated for profit. Subsection E: No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to any member, director or officer of the Corporation, or any other private person, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered to or for the Corporation and to make payments and distributions in furtherance of the purposes set forth in Article III hereof. Subsection F: Notwithstanding any other provision of these Bylaws, this Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Corporation. ARTICLE IV: Membership Section 1: MEMBERSHIP CATEGORIES DEFINED Subsection A: A Constituent Member is defined as any individual whom resides within the stated geographic boundaries. Subsection B: An Affiliate Member shall be defined as any individual, business, or organization, which shares the purposes of the RNA but who does not reside within the stated geographic boundaries of the neighborhood. Section 2: DUES AND BENEFITS Dues and benefits of membership shall be determined annually by the Board of Directors. Section 3: PROOF FOR MEMBERSHIP Driver’s license, Wisconsin ID, or any utility bill or other document showing resident’s name and address within the stated geographic limits of the RNA shall constitute adequate proof of membership as a Constituent Member. Section 4: APPLICATION FOR MEMBERSHIP There will be no formal application for membership. Constituent and Affiliate members will provide mailing address, phone and other contact information for the RNA mailing list and to assist in confirming meeting attendance as needed. ARTICLE V: Membership Meetings Section 1: GENERAL MEETINGS General Meetings of the RNA will be monthly. Dates and locations to be determined by the Board of Directors, and announced publicly through the Riverwest Currents, its web page, RNAmail or any other media as determined by the Board. Section 2: AGENDA The agenda of the General Meetings will include but not be limited to: introductions, announcements, Officer’s Reports, Committee Reports, Old Business, New Business, and adjournment. There will be opportunity for networking and socializing before and after the meeting. Section 3: VOTING All Constituent Members are entitled to vote during General Meetings in which business is conducted. Absentee and proxy voting is not allowed. New constituent members are entitled to vote at the first meeting that they attend. Section 4: DECORUM The current edition of Robert’s Rule of Order will be used as a resource for maintaining decorum when needed. Meeting presiders may limit discussion due to time constraints at their discretion. ARTICLE VI: Elections for Officers and Board of Directors Section 1: OFFICERS Four elected officers of the RNA include two co-Chairpersons serving staggered terms, one of whom will serve as the Chairperson, and the other as Chairperson-Elect; Secretary; and Treasurer. In addition to these four officers, an additional three to five At-Large Board Members will be elected. Section 2: TERMS OF OFFICE The Chairperson-Elect will be elected every year to a 2-year term in the autumn of odd years, starting in 2003, the first year serving in the position of Chairperson-Elect, the second year serving in the position of Chairperson. The Treasurer will be elected to a 2-year term in odd years, starting in 2003. The Secretary will be elected to a 2-year term in even years, starting in 2003. At-Large Board Members will be elected to one-year positions, annually. In the fall of 2001 only, the offices of Chairperson and Secretary will be elected to a one-year term only. From the time that these Bylaws are approved until the time of installation of the newly elected Officers and Board members (Article VI Section 9 below), the Board will be comprised of the incorporating Board members as identified in Article XIII Section 3 below, who will serve in the capacity of officers and At-Large Board positions. Section 3: ELIGIBILITY AND QUALIFICATIONS OF CANDIDATES Candidates for office and the Board must be a Constituent Members of the RNA. Section 4: NOMINATION OR SELF-DECLARATION OF CANDIDACY Nomination of candidacy shall be permitted in the election of officers and Board members, which will take place at the early fall General Meeting. Although nominees need not be present to be nominated or elected, they must give their permission to be elected. Self-Declaration of Candidacy shall not be permitted. Section 5: TIME OF ELECTIONS The Officers and up to 5 additional Board members will be elected at the last General Meeting of the year. Section 6: ELIGIBILITY OF VOTERS The Treasurer verifies eligibility of members to vote at the final General Meeting of the year. Section 7: ELECTION PROCEDURES Voting shall be in person at the second to last General Meeting of the year. No absentee ballots or ballots by mail or proxy will be permitted. Section 8: VOTE NECESSARY TO ELECT Officers and Board Members shall be elected by a simple majority of the votes cast. In the case of a tie, a second vote will be held. In the event of a second tie, a lot will be drawn by a person chosen by the presider of that meeting. Section 9: TIME WHEN NEW OFFICERS ARE INSTALLED The term of office for all elected officers shall begin at the adjournment of the final General Meeting of the year. Section 10: VACANCY IN OFFICE In the event of a vacancy occurring in any office or the Board for any reason, the unexpired portion of the term of said office may be filled by appointment of the Board of Directors until the next regularly scheduled election. ARTICLE VII: Board of Directors Section 1: COMPOSITION This Board of Directors is comprised of the four elected officers and a minimum of 3 to a maximum of 5 elected representatives from the geographic area described in Article II Section 1. The Directors who are not included as the four elected officers will be known as “At-Large Board Members.” Section 2: VACANCY OF OFFICE Remaining Board members shall be empowered to appoint another member to fill an unexpected vacancy of office due to resignation, incapacitation or for other dereliction of duties to serve the unexpired term until the next election, within 2 months of the vacancy. Section 3: BOARD MEETINGS The Board shall attempt to meet monthly, but not less than 6 times in each calendar year. A majority of the Board may call for a meeting at other times. Board members will be notified of monthly meetings at least two weeks before the scheduled meeting dates. RNA members will be notified and invited to attend. Section 4: QUORUM A majority of sitting Directors shall constitute a quorum for the transaction of business. ARTICLE VIII: Duties of Officers and Board Section 1: CHAIRPERSON a. Shares responsibilities with Chairperson-Elect. b. Submits receipts to treasurer for prompt reimbursement c. Signs contracts for the corporation as directed by the Board d. Maintains budget as approved by the membership e. Liaison with other neighborhood associations or designates liaison f. Shares responsibilities for presiding over meetings with chairperson-elect g. Participates in monthly Board meetings and other relevant activities h. Serves as a co-signatory for the bank savings/checking account i. Other responsibilities as needed to effectively fulfil the office. Section 2: CHAIRPERSON-ELECT a. Assumes duties of the Chairperson in the absence of, or inability of the Chairperson to fulfill their responsibilities. b. Submits receipts to treasurer for prompt reimbursement c. Maintains budget as approved by the membership d. Shares responsibilities with Chairperson e. Participates in monthly Board meetings and other relevant activities f. Other responsibilities as needed to effectively fulfill the office. Section 3: SECRETARY a. Assumes duties of the Chairperson in the absence of or inability of the Chairperson-Elect to fulfill their responsibilities. b. Responsible for attendance and minutes of all meetings c. Submits receipts to treasurer for prompt reimbursement d. Maintains budget as approved by the membership e. Participates in monthly Board meetings and other relevant activities f. Other responsibilities as needed to effectively fulfill the office. Section 4: TREASURER a. Assumes duties of the Chairperson in the absence of or inability of the Chairperson-Elect, and Secretary to fulfill their responsibilities. b. Collects receipts and dispenses expenditures c. Maintains accurate list of eligible member addresses d. Maintains budget as approved by the membership e. Maintains bank account f. Submits necessary forms to state and federal taxing agencies g. Submits necessary reports as required by law and these Bylaws h. Participates in monthly Board meetings and other relevant activities i. Serves as a co-signatory for the bank savings/checking account j. Other responsibilities as needed to effectively fulfil the office. Section 5: AT-LARGE BOARD MEMBERS a. Participates in monthly Board meetings and other relevant activities b. Other responsibilities as needed to effectively fulfill Board activities. Section 6: REMOVAL FROM OFFICE Board members and officers may be automatically removed from their positions for the following reasons: Failing to resign after moving from the RNA neighborhood and losing status as a Constituent Member; Incapacitation; Unexcused absence from three consecutive meetings; Dereliction of duties. ARTICLE IX: Finances, Budget & Treasury Section 1: RESPONSIBILITY FOR MAINTAINING The treasurer in conjunction with other members of the Board, will provide an annual budget to the Membership for approval. Section 2: FISCAL YEAR The fiscal year shall coincide with the calendar year, January 1 through December 31. Section 3: REMUNERATION OF BUDGETED EXPENSES Expenses covered in the annual budget approved by the Board and membership can only be reimbursed without further consideration. Requests for reimbursement of unbudgeted expenses with justification must be submitted to the Board for approval, prior to dispersal of funds. Incidental expenses of less then $100.00 will be reimbursed upon board approval; greater then $100.00 upon membership approval with provision of a receipt to the treasurer. Section 4: TWO OF THREE SIGNATORIES REQUIRED The signatures of the Treasurer and the President or Vice President/President-Elect are required for the dispersal of any funds from any bank account. Section 5: TREASURY REPORTS The name and address of the financial institution, and balance shall be published in the RNA Newsletter at least once yearly as part of a Treasury Report. ARTICLE X: Committees Standing or Ad Hoc Committees may be established by the Board and/or the Membership through action at the General Meetings. Activities of committees will be consistent with the function, ideals, and intent of the Corporation. Each committee shall designate a chairperson, who will serve as the recognized spokesperson for the committee in the area of each committee’s function, and report that committee’s activities to the Board. ARTICLE XI: Organizational Affiliations Section 1: RNA may choose to affiliate with any organization whose goals are consistent with those of the RNA. Section 2: RNA will not affiliate with any organization that discriminates on the basis of sex, income, age, sexual orientation, religion, disability, or national origin, or any organization with goals that are incompatible with those of the RNA. Section 3: RNA Membership may approve or remove an organizational affiliation at any time. ARTICLE XII: Indemnification Each current and former Director of the Board shall be indemnified by the Riverwest Neighborhood Association against liability while acting properly for the RNA on its behalf. If the Directors approve by appropriate resolution, such indemnification may include reasonable attorney’s fees and expenses actually and necessarily incurred in defense of an action, suit or proceeding brought against such a person. Such indemnification may be achieved through liability insurance. ARTICLE XIII: Amendments Section 1: PROCEDURE The power to amend Bylaws shall be vested solely by the Membership at a General Meeting over two successive meetings. Motions for an amendment shall be presented as a “first reading” at a General Meeting; it will then be voted on after a “second reading” at the next regular General Meeting. Section 2: INITIATION OF MOTIONS A motion for an amendment or repeal of Bylaws, or adoption of new Bylaws shall be initiated by the Board or an individual Member. Section 3: CHANGES OR AMENDMENTS Changes to an amendment, or amendments to an amendment, may be considered after the second reading, as long as there are no substantive changes to the original amendment. Section 4: VOTING Amendments require consensus of no less then 10 members attending, for adoption. Absentee or proxy ballots are not allowed. Motions that fail may be reintroduced at any time, although this process must be repeated. ARTICLE XIV: Initial Approval of Bylaws [newly renumbered, approved 03/11/03.] Section 1: ADOPTION These Bylaws must be adopted by a consensus of at least 10 members attending a General Meeting. Section 2: ANNIVERSARY DATE The RNA was founded by neighbors in 2000. Application for Wisconsin non-profit corporate status and IRS 501 (c)(3) status was authorized in ????? Section 3: INCORPORATING BOARD The incorporating Board includes the following RNA members: