NEIGHBORHOOD
ASSOCIATION
BY-LAWS
with the changes adopted March 9, 2005
ARTICLE I
NAME
The
name of this Association shall be the Willow Glen Neighborhood
Association. The Association is located
in the City of
ARTICLE II
PURPOSE
The purpose of this Association shall be to represent its members on issues of neighborhood enhancement and preservation. The Association shall focus and take appropriate action on such matters as land use, planning, traffic, safety, open space, parks, and recreation.
ARTICLE III
MEMBERSHIP
Section 1. ELIGIBILITY. Any person who subscribes to and supports the purposes of the organization shall be eligible for membership.
Section 2. CLASSES.
a. Individual
b. Household
c. Associate
Individual and Household memberships are “voting memberships”, and are reserved for residents and residential property owners within the boundary of the Association, as defined in 1994.
Associate membership is a “non-voting membership” and is open to anyone interested in the Association’s stated purpose.
Section 3. DUES. Members shall pay dues annually as established by the Board of Directors.
Section 4. VOTING. Each adult member with a paid Individual membership is entitled to vote. A maximum of two adult members of a paid Household membership are entitled to vote. In order to vote, a person must have been a member for at least six (6) months. Associate members are not entitled to vote.
Section 5. ASSOCIATION MEETINGS.
a. The Association shall conduct at least two (2) general meetings a year, including the Annual Meeting to be held in May. The Officers and Directors shall be elected at the Annual Meeting.
b. Special meetings may be called by order of the Board of Directors or the President. Seven (7) days notice shall be given for such meetings.
c. The quorum for the general meetings shall be ten (10) percent of the current memberships.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. COMPOSITION. The Board of Directors shall consist of the five (5) Officers of the Association, four (4) elected Directors and at least two (2), and no more than four (4), appointed Directors.
Section 2. TERM OF OFFICE. The term of office shall be for one (1) year beginning with the Board meeting following the election of officers. No officer may hold the same position for more than two consecutive terms.
Section 3. VACANCIES. A vacancy on the Board of Directors shall be filled by the Board for the remainder of the term of office.
Section 4. POWERS AND DUTIES. The Board of Directors shall:
a. Be responsible for the conduct and management of the business of the Association;
b. Supervise preparation and maintenance of the policies and procedures for the Association and its activities;
c. Appoint committees as needed; and
d. Supervise the preparation of the budget and approve all expenditures.
Section 5. MEETINGS.
a. The Board shall meet at least nine (9) times per year at regularly scheduled times designated by the Board.
b. The President may call Special meetings at any time and shall call a Special meeting upon written request of three (3) members. In either case, three (3) days notice shall be given.
c. Board or Special meetings may be closed to consider litigation and matters involving a Board member. The purpose of any closed session shall be announced. A report of action taken in closed session shall be included in the minutes and reported at the next open meeting. Strategic planning may be discussed in closed session; action shall be taken in open session.
Section 6. QUORUM. The quorum for Board meetings shall be a majority of its members.
Section 7. CONFLICT OF INTEREST. Each member of the Board of Directors is to avoid conflict of interest or the appearance thereof between their political, personal, professional, and financial interests and the stated purpose of the Association.
ARTICLE V
OFFICERS
Section 1. COMPOSITION. The Officers of this Association shall be a President, First Vice-President, Second Vice-President, Secretary and Treasurer.
Section 2. QUALIFICATION FOR OFFICE. A nominee for office shall have been a member of the Association for one year prior to the date of the election.
Section 3. TERM OF OFFICE. Officers shall be elected by the general membership at the Annual Meeting. The term of office shall be one year, beginning with the Board meeting following the election of officers. No officer may hold the same position for more than two consecutive terms.
Section 4. VACANCIES.
a. Vacancies in all offices except the Presidency shall be filled by the Board for the remainder of the term of office.
b. A vacancy in the office of the President shall be filled by the First Vice-President. The Board then shall appoint a First Vice-President.
Section 5. DUTIES.
a. President: The President shall coordinate all Association activities, preside at meetings of the Association and the Board, and shall have the general powers of supervision and management of the Association as pertain to the office and such duties as may be designated by the Board. With the exception of the Nominating Committee, the President shall be an ex-officio member of all other committees and shall be notified of all meetings.
b. First Vice President: The First Vice-President shall assume the duties of the President in that officer's absence. Other duties shall be performed as required by the President or the Board.
c. Second Vice-President: The Second Vice-President shall perform duties as required by the President or the Board.
d. Secretary: The Secretary shall keep minutes of the Association and Board meetings, shall be responsible for notification for Association and Board meetings, shall have the responsibility of Association correspondence, at the direction of the President, and shall maintain archive files.
e. Treasurer: The Treasurer shall be custodian of the Association funds and supervise the handling of funds of any enterprises of the Association. The Treasurer shall chair a budget committee, keep proper financial records, report regularly to the membership and the Board, and pay budgeted requests as directed by the Board. All checks over $1,000 shall require signatures of two of the following officers: President, Secretary, or Treasurer.
ARTICLE VI
NOMINATIONS AND ELECTIONS
Section 1. NOMINATIONS.
a. A Nominating Committee of five (5) members, two (2) of whom shall have served on the previous committee, shall be elected at the Annual Meeting. Vacancies in the Committee shall be filled by the Board of Directors.
b. The Nominating Committee shall report to the membership in the Notice of the Annual Meeting with a slate containing nominees for all elective positions including the Nominating Committee.
c. In an election when mail-in/return ballots are not being used, nominations are then accepted from the floor, provided that the nominee meets the qualifications, is present and consents.
d. If mail-in/return ballots are being used in an election, no nominations will be accepted from the floor. Any member meeting the qualification for office who has submitted a statement of interest to the Nominating Committee within the announced time frame shall be included in the ballot.
Section 2. ELECTIONS.
a. Officers, Elected Directors, and the Nominating Committee shall be elected at the Annual Meeting of the Association.
b. Voting shall be by ballot. Mail-in/return ballots may be used.
c. Election shall be by a plurality of those voting, provided that the number of voters is equal to at least 10% of the memberships.
ARTICLE VII
FINANCE
Section 1. FISCAL YEAR. The fiscal year of the Association shall be June 1 to May 31.
Section 2. DISSOLUTION OF THE ASSOCIATION. In the event of dissolution of the Association, its assets after payment of all indebtedness, obligations, and cost of dissolution, shall be distributed by action of the Board for one or more exempt purposes within the meaning of Section 501(c)(3) or Section 501 (c)(4) of the Internal Revenue Code, or shall be distributed to the local government for a public purpose related to the Willow Glen Community.
ARTICLE VIII
PARLIAMENTARY AUTHORITY
Section 1. AMENDMENTS. Amendments to the By-Laws may be proposed by the Association, the Board, or at a request made to the President by twenty-five (25) members of the Association, all of whom have been dues-paying members during the preceding six months.
a. ASSOCIATION. These By-Laws may be amended or revised at an Association meeting or by mail-in/return ballots by a 2/3 vote of members voting, provided that the number of voters is equal to at least 10% of the memberships and that notice of the proposal and manner of voting has been given.
b. BOARD OF DIRECTORS. With the exception of Article IV, Section 1 and Section 2 or the adoption of a new set of By-Laws, the Board of Directors may amend these By-Laws by a 2/3 vote of its members; provided, notice of such proposal has been given at the previous Board meeting and notice sent to those members not present at the meeting. The general membership shall be notified of any By-Law changes in the newsletter and/or at the Annual meeting.
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Bylaws last amended March 9, 2005, as a WGNA Board action..
WGNA telephone: (408) 294-WGNA. www.wgna.net