BYLAWS
ELVEHJEM NEIGHBORHOOD ASSOCIATION
March, 1968
(Revised March 1976, March 1978, March 1989, March 2003, March 2004, and March 2014)
Purpose: The purpose of the Elvehjem Neighborhood Association (“the Association”) is to promote a spirit of camaraderie among the residents of the area; to provide opportunities for cooperation among these residents in projects which are in the interest of the community; provide a conduit for a flow of information to the neighborhood, and to provide one voice in expressing opinions in matters that affect the citizens of this community.
The Association is organized and operated exclusively for charitable and educational purposes as exempt under section 501(c)(3) of the Internal Revenue Code.
The Elvehjem Neighborhood Association supports membership from all walks of life and strives to engage a diversified board of directors.
ARTICLE I -MEMBERSHIP
Section 1: ELIGIBILITY: Persons who are at least 18 years of age are eligible to become members in the Association (“Members”) upon payment of their household’s membership dues, if they are:
a. Residents of the area described by the following boundary: East boundary-I-90; West Boundary-S. Stoughton Road; North Boundary-Cottage Grove Road; South Boundary-Buckeye Road; or
b. Non-resident owners of improved real estate in the above described area; or
c. Individuals formerly residents of the area described in subsection a. who were Members of the Association while they resided in the area described in subsection a.
d. Residents of neighborhoods that border Elvehjem Neighborhood, at the discretion of the Board of Directors.
Section 2: MEMBERSHIP FEE: Annual dues shall be established at the annual meeting. Dues shall be collected by household rather than individual Member; thus, if more than one Member resides in a household, only one set of annual dues is required for that household.
Section 3: TERMINATION OF MEMBERSHIP: Any person received .into membership in this Association shall remain a Member until he or she voluntarily withdraws, is no longer eligible for membership, or resides in a household that has failed to pay its annual dues. In the event a person’s membership ceases because of failure to pay dues, such membership will be considered reinstated when the dues are paid.
Section 4: VOTING RIGHTS: Each Member of the Association shall be entitled to one vote on questions put to the membership. If more than one Member resides in a household, each Member shall be entitled to one vote.
ARTICLE II -MEETINGS OF MEMBERS
Section 1: PLACE OF MEETING: The place of all membership meetings shall be designated by the Board of Directors (“Directors”).
Section 2: DATE OF MEETING: An annual membership meeting shall take place at least once each calendar year.
Section 3: NOTICE OF ANNUAL MEETINGS: Notice of annual membership meetings shall be published in the Elvehjem Neighborhood Association newsletter.
Section 4: SPECIAL MEETINGS : Special membership meetings may be called by the Secretary when directed by the President, upon direction in writing by a majority of Directors then in office, or upon direction in writing by not less than 15 Members. The Secretary shall give notice by publication at least 7 days prior to such meeting and such notice shall specify the purpose or purposes of the meeting. The specific business for which the special meeting is intended shall be brought to the floor by the presiding officer (as outlined in Section 7 below) before any other business is brought up.
Section 5: NO VOTING BY PROXY. Each Member must be present in order to vote and no voting by proxy shall be allowed.
Section 6: QUORUM: Presence of 15 Members at any membership meeting shall constitute a quorum, except as otherwise provided by law. At least 4 of the 15 Members present shall be Directors. If a quorum is not present for any noticed membership meeting, the meeting may be recessed until a quorum is present.
Section 7: OFFICER OF MEETING. The President, or in her/his absence the Vice-President, shall preside at meetings of the Members, and the Secretary shall act as secretary thereof. Should such Officers not be present, their functions may be performed by any of the Directors present as chosen by those present.
Section 8: ORDER OF BUSINESS. The order of business conducted at the annual and other membership meetings shall be such as designated by an agenda or as Officers and Directors so desire.
ARTICLE III -DIRECTORS
Section 1: NUMBER, QUALIFICATION, TENURE AND PRIORITIES: The Board of Directors shall be composed of no less than 7 and no more than 11persons, no more than two of whom may be non-resident Members of the Association. The term of the Directors shall be for 2 years continuing the staggered terms which already exist to ensure continuity of the Board. Directors shall hold attendance of Association events and meetings, task completion, and communication as key priorities.
Section 2: NOMINATION AND ELECTIONS: Directors will be elected at the annual meeting to fill vacancies on the Board. Nominations and voting may be accomplished in any way acceptable to the membership at the meeting. In the event that there are more candidates than vacancies, all of the candidates shall stand for election against all other candidates. The candidates receiving the most votes will fill the available seats, without standing for specific seats on the Board.
Section 3: REGULAR MEETINGS: Regular meetings of the Directors shall be held at such place as the Directors may designate, as needed, at such times as the Board of Directors may determine and upon such notice as the Directors may require. Officers shall be elected at the first regular meeting of the Directors following the annual membership meeting.
Section 4: SPECIAL MEETINGS: Special meetings of the Board may be called by the President or in his/her absence, the Vice-President, at any time. A special meeting may also be called at the direction of any 2 Directors. Any Director(s) calling a special meeting of the Board shall take reasonable efforts to provide notice to the rest of the Directors.
Section 5: QUORUM: A quorum for the transaction of business at any regular or special meeting of the Directors shall consist of the majority of current Directors. If a quorum is not present for any noticed membership meeting, the meeting may be recessed until a quorum is present.
Section 6: REMOVAL FROM OFFICE: A Director or Officer may be removed from office by a two-thirds vote of the Board. If a Director is absent for 3 consecutive meetings, he or she is subject to replacement at the discretion of the Board.
Section 7: VACANCIES: Vacancies on the Board of Directors may be filled by a vote of the Directors. The person so selected shall fulfill the unexpired term to which appointed, and shall be a Member of the Association. To be considered for a seat on the Board of Directors, a Member shall first submit a written or oral statement indicating interest, qualifications, and availability, for consideration at a monthly meeting of Directors.
Section 8: REPORTS TO MEMBERS: At each annual meeting of the membership, the Directors shall submit a statement of affairs together with a report of the general financial conditions of the Association, and the condition of its tangible property.
Section 9: RULES AND REGULATIONS: The Board of Directors shall have power to make and adopt such rules and regulations, not inconsistent with law, or these bylaws, as it may deem advisable for the management, administration and regulation of the business, property and affairs of the Association.
ARTICLE IV -OFFICERS
Section 1: NUMBER AND DESIGNATION: The Officers of the Association (“Officers”) shall be a President, a Vice-President, a Secretary and a Treasurer, who shall be elected by a ballot of the Board of Directors for a term of one year, and shall hold office until their successors are duly elected. No one shall be eligible to be an Officer who is not a Director of the Association.
Section 2: DUTIES OF PRESIDENT AND VICE PRESIDENT: Except as authorized under Article II, Section 7 and Article III, Section 4, above, the President shall preside at all Director and Member meetings. The President shall have general supervision over the affairs of the Association and its Officers. The President shall review an annual financial statement. The President may appoint such standing or ad hoc committees as may be determined necessary to accomplish and carry out the purposes of the Association. In the event of the absence of the Secretary or Treasurer of any meeting, the President may appoint an acting Secretary or Treasurer. In case of absence or disability of the President, the Vice-President shall perform those duties.
Section 3: DUTIES OF SECRETARY: The Secretary shall issue notice of all Director and Member meetings, and shall attend and keep the minutes of the same; shall have charge of all association books, records and papers; and shall perform all such other duties as are incident to that office.
Section 4: DUTIES OF TREASURER: The Treasurer shall have custody of all financial books, records, papers, money and securities of the Association. He/she shall keep regular books of account, and shall submit them, together with all the vouchers, receipts, records and other papers, to the Directors for their examination and approval as often as they may require. He/she shall sign all checks of the association and shall perform all such duties as are incident to that office.
ARTICLE V -FINANCE
Section 1: DEPOSITORY: The funds of the Association shall be deposited in such depository as the Directors shall designate and shall be withdrawn only to pay expenses incurred pursuant to Association business. Such withdrawal request shall be signed by the Treasurer. Expenses incurred by Directors acting on behalf of the Association must be submitted in writing, accompanied by receipts, to the Treasurer for approval. Reimbursement may be denied by the Officers on the recommendation of the Treasurer.
ARTICLE VI – COMMITTEES
Section 1: The Directors of the Association are empowered to appoint members to such committees as are deemed necessary to carry out the objectives of the Association and to disband such committees when the need for them no longer exists.
ARTICLE VII -TERMINATION
Section 1: If, for any reason, this Association ceases to exist, any and all assets, after payment of debts and obligations, shall be donated to the City of Madison in Dane County, in Wisconsin, with a request that such assets be used for the purpose of recreational facilities somewhere in the area designated in Article I, Section 1(a) herein.
ARTICLE VIII -AMENDMENTS
Section 1: Amendments to these bylaws may be made by a two-thirds vote of those Members present and voting at any annual meeting of which a quorum is present. Amendments may also be made at any special meeting of the Members by a two-thirds vote of those Members present and voting. The proposed amendments must be published in the notice of such annual or special meeting.