Witherbee Neighborhood
Association Incorporated
Bylaws (Revised 12/14/2010)
This organization shall be known as the Witherbee Neighborhood
Association, Inc., a non-profit organization, hereinafter referred to as
WNA.
The boundaries of the WNA area include properties
from the east side of South 33rd Street to the west side of South 56th
Street and the south side of “O” Street to north side of Randolph Street, in
the city of Lincoln Nebraska.
It shall be the purpose of this
non-profit organization to promote involvement of all residents, students,
schools, business and churches in the Witherbee neighborhood, visitors to the
neighborhood and the public of Lincoln in a concerted effort for a better
community. This purpose may be accomplished by but not limited to:
a.
Facilitating and providing charitable
activities that support a strong neighborhood and contribute to Lincoln being a
vibrant community.
b.
Facilitating
and providing educational activities that help neighborhood and Lincoln
residents maintain safe homes that lessen the burdens of government.
WNA shall comply in word and deed with the Civil Rights Act of 1964
whereby no person shall on the grounds of race, color, sex, religion or
national origin be excluded from participation in, be denied the due benefit of
equal opportunity, or be subjected to discrimination under any program or
activity conducted by the organization.
Section 1. Voting Members. Any person, household or
organization owning real estate, renting, residing or operating a business
within the WNA area is eligible for voting membership. Upon payment of dues,
each business or organization shall have one vote. Upon payment of dues each
resident shall have one vote limited to three per household. The voting member must be of legal voting
age. No votes by proxy will be accepted at any meeting.
Section 2. Supporting Members. Supporting members do
not have voting privileges, but shall be considered a member in good standing
upon payment of annual dues. Any person, household or organization outside the
boundaries of the WNA area is eligible for supporting membership and are
encouraged to participate in meetings
Section 3. Membership in the WNA is non-transferable and may
not be assigned.
Section 4. Privileges and Benefits.
a.
All
members in good standing shall be notified via email, telephone or regular mail
of all WNA regular and special meetings, at least ten (10) days prior to the
meeting.
b.
All
members in good standing shall receive the WNA newsletter via personal, email
or regular delivery.
c.
Other
membership benefits may be conferred by the Board of Directors.
Section 5. Responsibilities.
Members are encouraged to stay informed and alert the WNA of possible
developments or problems in the WNA area.
Section 6. Removal from membership. Non-payment of annual
membership dues is sufficient cause for removal from membership. Membership may
be revoked by 2/3rd vote of the board when sufficient cause exists
for such removal other than non-payment.
Section 1. Dues. Amount and classes of annual
membership dues shall be set forth by the Board of Directors.
Section 2. Payment. Annual dues shall be payable upon
initial application for membership with subsequent annual dues paid on or
before the annual meeting of each year.
Section 3. Member in Good Standing. Voting Members and
Supporting Members are considered members in good standing after paying their
full dues each year.
The WNA fiscal year shall be January 1st to December 31st.
Section 1. Annual Meeting. The Board of Directors
shall set an Annual Meeting of the members in November of each year. Public
notice of the Annual Meeting shall be given at least ten (10) days in advance
to all members in good standing. The purpose of the Annual Meeting shall be to
elect Directors, Officers and to transact such other business as may come before
the meeting. A ballot listing the slate of nominees presented by the Nominating
Committee will be provided to membership present. The ballot shall be open for
additional nominations from the floor. The directors and officers (except Past
President) shall be elected by a majority vote of members at the Annual Meeting
of the membership.
Section 2. Regular Membership Meetings. Regular meetings are held
at 7:00 pm on the first Thursday of each month unless changed by a vote of the
Board of Directors.
Section 3. Special Meetings. Special meetings of the
members, for any purpose or purposes, unless otherwise prescribed by the WNA
bylaws, may be called by the President or by a majority of the Board of
Directors, and shall be called by the President at the request of not less than
ten members of the WNA entitled to vote at the meeting.
Section 4. Place of Meeting. The Board of Directors may
designate any place within the City of Lincoln, NE as the place of meeting for
any regular, annual or special meeting of members and/or Directors.
Section 5.
Notice Of Meeting. Notice stating the place, day and hour of the meeting and, in case of
a special meeting, the purpose or purposes for which the meeting is called,
shall, unless otherwise prescribed by statute, shall be made not less than ten
(10) days before the date of the meeting. Notice shall consist of but is not
limited to the following: newsletter, newspaper ad, letter sent via U.S. Postal
Service, E-mail or phone call to voting members.
Section 6. Quorum. Ten of the voting members shall constitute a
quorum at an annual, special or regular meeting of the WNA.
Section 7. Waiver of Notice. Any meeting notice may be
waived by the person entitled to such notice signing a written waiver before or
after the time such notice is due.
Section 1 Eligibility. To
be eligible to serve as a member of the Board of Directors, an individual must
meet the qualifications of a voting member and be a resident of the area. Board
membership is limited to one (1) voting member from each household or business.
A Board Member may not hold more than one (1) office at a time.
Section 2 Elections. see Article VIII Section 1. Annual Meeting
Section 3 Number and Term. The Board shall consist of a
minimum of seven (7) and maximum of twelve (12) voting members, to be seated
for two (2) year terms by a vote of the membership at the annual meeting in
November. Board members may be elected for a second term and may be considered
again for the Board after at least one year’s absence. At least four directors
shall be elected, in alternate years, except that in 2004 only, at least three
(3) shall be elected for one-year terms and at least four (4) for two-year
terms.
Section 4 Meetings. The Board will meet quarterly
in the months of October, January, April and July. The President or a majority
of the members of the Board may call an emergency meeting of the Board. The
Board meetings shall be open to WNA members and guests. The minutes shall be
available to all members.
Section 5 Quorum. A majority of the Board will constitute a
quorum for business to be transacted.
Section 6 Duties of every Board member shall include but not
be limited to:
a.
Fulfill
purposes stated in Article III.
b.
Represent
WNA in interaction with governmental agencies.
c.
Attend
Board meetings and WNA functions.
d.
Recruit
membership in, and promotion of WNA.
e.
Approve
all monies spent by the organization.
f.
Appoint
and approve Committees and Chairpersons of Committees.
Section 7. Attendance. Any member of the Board of
Directors who fails to attend three (3) consecutive scheduled Board meetings is
considered to have resigned from the Board even if the individual states that
he or she has not resigned.
Section 8. Vacancy / Appointment / Replacement. Any
member of the Board may be removed at a regular, annual or special membership
meeting by a majority vote of the WNA members present when sufficient cause
exists for such removal. Such a cause may be, but is not limited to,
non-performance of duty. If any person should be expelled or resign, the Board
shall have the authority to replace him or her for the remainder of the term.
Any vacancy in any office, which occurs for any reason, shall be filled by a
majority vote of the remaining Directors in office. Each officer so elected
shall hold office for the un-expired portion of the original term. The Board
has the authority to appoint any vacant positions (except Past President) on
the board.
Section 1 Eligibility. Only members of the board
shall be eligible to be elected as officers of the WNA as defined in Article
VIII Section 7.
Section 2 Number and Selection. The officers of the WNA shall be President, Vice
President, Past President, Secretary and Treasurer. The officers (except Past
President) shall be elected by a majority vote of members at the Annual Meeting
of the membership. The officers shall serve as the Executive Committee.
Section 3 Terms. The term of office shall be for one year and each
officer shall hold office until his/her successor shall have been elected and
qualified, or until his/her death, resignation or removal. The President will be limited to two
consecutive one-year terms in the office of President, but may be considered
again for the office of President after at least one year’s absence from that
office.
Section 4 The duties of the President shall include but not be
limited to:
a.
Presiding
over Regular and Board meetings and shall have executive authority and
supervision over the activities of the association within the scope of the
by-laws.
b.
Leading
WNA in fulfilling the purposes stated in Article III.
c.
Shall
have his/her name on the checking and savings accounts of WNA .
d.
Shall
receive notice of inspections of the association's books.
e.
Shall
ensure that activities of the association are reported at the Annual Meeting of
the membership.
Section 5 – The duties of the Past-President.
a.
The
President, who left office the previous election, shall assist the President
during the next year.
b.
If
there is no Past President, the office will remain open.
Section 6 The duties of the Vice-President shall include but not be
limited to:
a.
Assuming
the duties of the President in the absence of the President.
b.
Assisting
the President in his/her work.
Section 7 The duties of the Secretary shall include but not be
limited to:
a.
Recording
the Minutes of each Board and regular meeting and making the minutes available
upon request of any member of WNA.
b.
Providing
general record keeping duties for the Board.
c.
Be
the custodian of the association’s records and shall serve as the archivist.
d.
Be
responsible for all meeting announcements.
e.
Have
a copy of the Association By-Laws available at all meetings for reference.
Section 8 The duties of the Treasurer shall include but not be
limited to:
a.
Maintain
accurate financial records, deposit all monies received for the association in
the bank regularly in an account or accounts opened at the direction of the
Board of Directors.
b.
Providing
written reports of WNA’s finances for each Board meeting and regular membership
meetings or on the request of any Board member.
c.
Preparing
an annual financial report for the annual meeting.
d.
Receive
all membership dues, contributions and funds from any and all other sources and
be the custodian of all funds of the association.
e.
Maintain
a current detailed listing of individuals who have paid dues in full. Provide
such listing to the Secretary within thirty (30) days of receipt and within ten
(10) days of any required public notice announcement to voting members.
f.
Pay
all bills with two (2) officer signatures as directed by the Board of
Directors.
Section 1 Appointment. The Board of Directors shall
appoint any committees as the need arises. When the objective for which the
committee was appointed has been attained the committee shall cease to exist.
Section 2 Nominating Committee. Notwithstanding above,
the Board shall elect a Nominating Committee consisting of three voting
non-Board members at least two month in advance of the annual meeting. This
committee shall prepare a slate of Directors and Officer candidates, who are
voting members, to be presented at the Annual Meeting. In addition to this
slate, the chair at the annual meeting shall receive nominations from the
floor.
Robert's Rules of Order Newly Revised shall govern the proceedings of
the organization in case of dispute or where not provided for in the bylaws.
At any regularly called Board meeting, a
recommendation that these Bylaws may be amended, altered or repealed in whole
or in part, by a majority of the Board of Directors providing a ten (10) days
prior notice has been given to each Board member. All amendments, alterations
or items to be repealed must be approved by a majority vote of the voting
membership present at the next regular membership meeting of WNA. All WNA
members shall receive notice of such recommendations at least ten (10) days
before the next regular membership meeting. Proposed changes shall be available
for review, to any voting member, from the Secretary, prior to the meeting as
well during the meeting.
Section 1. In the event of dissolution of the WNA, all of the property and assets
of the WNA, except property or assets held by the WNA upon condition requiring
return, transfer or conveyance upon dissolution, and property or assets held by
the WNA subject to limitations permitting their use only for charitable, eleemosynary,
benevolent, educational or similar purposes, shall be distributed to the
Lincoln Parks Foundation, after paying or making provisions for the payment of
all debts, obligations, liabilities, costs and expenses of the WNA. Any such
assets not so disposed of shall be disposed of by a Court of Competent
Jurisdiction of the county in which the principal office of the corporation is
then located, exclusively for such purposes or to such organization or
organizations, as said Court shall determine, which are organized and operated
exclusively for such purposes.
Section 2. However, in the event of any such dissolution, none
of the property or assets of the WNA shall be distributed to members,
directors, or officers of the WNA, or to any private individual.
To further Affirmative Action in accordance with the
Equal Opportunity Act of 1972, it is the expressed policy of the WNA to lend
full support to a policy of nondiscrimination and equal opportunity within all
areas of the organization.
Adopted on Thursday August 5, 2004
at the regular membership meeting by majority vote of members in attendance.
Drafted by: Mike Fitzgerald, Fred Freytag, Erin Schmit, Steve Schwab, Karen
Vogeley
Revised on
Thursday, September 7, 2006 by majority vote of the WNA membership at the
monthly meeting.
Revised on Thursday, November 5, 2009 by majority vote of the
WNA membership at the monthly meeting.
Revised Tuesday December 14, 2010 by majority vote of the WNA Board of
Directors. (Article III)