Bylaws of the Eken Park Neighborhood Association, UA


Article 1: Name

The organization will be known as the Eken Park Neighborhood Association, UA (EPNA), a neighborhood association of the City of Madison, Wisconsin.



Article 2: Purpose

The primary purpose of the organization is to improve the neighborhood through democratic citizen participation and involvement.

The organization will work for the achievement of its purpose by generating and sustaining a spirit of cooperation among area residents through all appropriate means including but not limited to:



Article 3: Geographical Area

The boundaries of the Association will be the odd side of North Street from East Washington Avenue to Commercial Avenue. From Commercial Avenue to Packers Avenue from Packers Avenue to Aberg Avenue and from Aberg Avenue back to East Washington Avenue.



Article 4: Membership

All Persons age sixteen (16) and over who reside in, own property in or own/operate a business in the above area are eligible for membership in the Association.

Any eligible person having paid annual membership dues shall be considered in good standing. Individuals and business dues shall be set by a vote of the membership at a general meeting.

Voting at all meetings shall be limited to those eligible members who have paid their dues by the start of those meetings. Each member will receive one vote and must be present to vote.

The Neighborhood Association shall afford equal opportunities for participation in the events and meetings to all persons who meet the membership qualifications regardless of race, color, religion, sex, sexual orientation, age, familial status, national origin, income, political affiliation or disability-status.

Membership List

The Neighborhood Association shall maintain a list of the membership. The list will be made available to officers and members of the Association upon request.

The Neighborhood Association membership list may only be used for matter of the Association. The list may not be sold or loaned to other organizations for the purpose of soliciting from our membership.

Revocation of Membership

A member who has been reprimanded more than once for engaging in disruptive or unacceptable behavior at a Neighborhood Association meeting or event may have their membership revoked by a Co-chair. Dues shall be refunded to anyone whose membership is revoked. The Co-chair’s decision to revoke membership may be overturned by a simple majority vote of the membership at the next monthly meeting at which quorum is present.

Revocation of membership is permanent unless overturned by membership vote upon appeal. A former member whose membership has been revoked may appeal the decision once each calendar year by contacting the Neighborhood Association at least one week prior to a neighborhood meeting. The question of restoring membership shall be placed on the meeting agenda for the following meeting, and shall remain on the monthly agenda until a quorum vote is taken on the question.



Article 5: Organization

The basic foundation of the Association is its membership. Members elect the Officers and may participate on Committees.

A process for committee work shall be developed to ensure the enhancement of our purpose. Standing committees will be created by a majority vote of the membership. The Leadership Team may create ad-hoc committees when appropriate.

All committees must establish a chairperson who will lead the activities of the committee. The chairperson, or a designee, will report the activities of the committee at the general committee and is invited to participate in the discussions of the Leadership Team.

Additional organizational procedures and definitions shall be detailed in a separate document, the "Policies and Procedures," and will contain procedures deemed necessary for the smooth functioning of the organization but not requiring legal specification. The Policies and Procedures must meet the requirements of the By-Laws; if the two documents conflict, the By-Laws take precedence.



Article 6: Meetings

General Membership Meetings

A general membership meeting shall meet each month to be held at a consistent place and hour determined by the membership.

The agenda shall be established by the Leadership Team but may be amended by the membership at the beginning of the meeting.

Additional meetings may be called by the Leadership Team, as necessary or by petition of twenty (20) or more General Members.

Notice of all meetings of the General Membership shall include time, place and proposed topics for such meetings and be given at least (1) week prior to the meeting through publication in the Neighborhood Newsletter or by other appropriate means.

Meeting Procedures

Any member of the Association in good standing may attend any meeting. Guests and members in good standing of the Association may speak in open discussion.

All meetings of the Association, unless otherwise decided by its members, shall be conducted in accordance with Robert's Rule of Order.

Disruptive or disrespectful behavior by a member at a Neighborhood Association meeting or event, such as shouting, name-calling, repeated interruptions or persisting in speaking off topic, is considered unacceptable, and may result in the first instance in a reprimand and in the second instance in revocation of membership.

Individuals showing disregard for the By-Laws and meeting procedures may be engaging in misconduct and may be reprimanded.

A quorum is required to vote on any and all proposed actions or measures, except in the cases described below. A quorum is defined as fifty percent (50%) or at least eight (8) members of the Association.

The following actions may be undertaken by a simple majority vote of members present at the regular monthly meeting, even if quorum is not present:

All votes, unless otherwise specified in these By-Laws, shall be determined by a simple majority of the eligible members voting.

Public Meetings/Public Records

The Neighborhood Association shall abide by all governing statutes relative to public meetings and public records. Official actions of Neighborhood Association must be recorded as part of the minutes of each meeting. The minutes shall include a record of attendance, the results of any vote(s) taken, a summary of discussion, including all dissenting views. Minutes should be held by the Secretary and made available to any member who wishes to review such records for the duration of the existence of the Neighborhood Association.



Article 7: Officers

Any member, in good standing, except for elected public officials, or individuals campaigning for public office, may with his/her consent be nominated or appointed as an official of the Association. All officials must be members of the Association.

All elected officers of the Association shall be elected at the designated Annual Membership Meeting of the membership. All terms, except for Co-Chairs, shall be for approximately one (1) year. Co-chairs are elected to a staggered two (2) year term. The initial designation of one (1) and two (2) year terms for Co-chairs shall be decided by lot. The elected officers shall consist of:

Officers

Co-Chairs are the chief executive officer of the Association and its policy leaders. The Co-chairs shall have the duty and authority:

Secretary shall have the duty and authority:

Treasurer shall have the duty and authority:

Elections

At the meeting prior to the Annual Membership Meeting, a call for nominations will be made for each officer position. Nominations can be made anytime between such call and before the actual membership vote. An officer not running for office or a member of the Leadership Team shall facilitate the election portion of the Annual Meeting.

At the Annual Membership meeting, a vote will be taken by the members for each open position. The votes will be tabulated and announced at the end of the meeting.

New officers will take office two months after the vote to ensure a proper transition.

Call for Nominations: September meeting
Nomination of Officers: October meeting
Election of Officers: November meeting (Annual Membership Meeting)
Assumption of Office: January meeting

The schedule of elections may be moved by one month on a temporary basis by a vote of the membership.

Vacancies in Office

In the event of the resignation of an officer or in the event that an officer becomes ineligible or unable to continue in office, the Leadership Team may appoint a member to fill in the vacancy for the remainder of the term.

Resignation of Office

Three or more consecutive absences without valid reason to designated monthly neighborhood meetings shall be deemed a resignation and filled as set forth by the By-Laws.

Removal from Office

An officer will be removed from office by a two-thirds (2/3) vote of members present at any meeting provided a fourteen (14) day notice has been distributed to all members. Vacancies will be filled as set forth by the By-Laws.

Compensation

No salaries or compensation shall be paid to any member or officer of the Association. Fees received by an officer for work done on behalf of the Neighborhood Association will be consider a contribution to the Association.

Leadership Team

The Leadership Team consists of the Officers and chairpersons of each standing committee. The Leadership Team shall:

Code of Conduct

The members and officers of the Neighborhood Association are responsible for discharging their duties in good faith and in the best interest of the Neighborhood Association.

Conflict of Interest

A conflict of interest exists whenever a member or an officer holds a personal financial interest that will be impacted by the action or inaction of the Neighborhood Association. A member must declare whenever they determine that they have a conflict of interest prior to discussion or voting on the Neighborhood Action. In addition, the member or the officer may not vote on such matters wherein they have a conflict of interest.

Indemnification

The Neighborhood Association shall hold harmless and indemnify the Leadership Team, its members, or an Association member who may be party to a proceeding as a result of the individual being or having been a member of the Neighborhood Association to the fullest extend provided by the laws of the State of Wisconsin.



Article 8: Financial Matters

The Neighborhood Association shall establish procedures concerning the fiscal interest of the Association. The Neighborhood Association shall establish an account at a bank or other financial institution and said funds shall be withdrawn only upon checks, drafts or order of the Association signed by the treasurer or other designated officer. The fiscal year of the Association shall run concurrent with the calendar year.

Gifts and Grants

The Neighborhood Association may accept gifts, grants, fundraisers or other donations to further the Association as specified in our Mission. The Neighborhood Association may reject such gifts, grants or other donations by a vote of the membership if such contributions require the Association to act contrary to our mission, would extend the Association beyond its capabilities, or the mission of the donor runs contrary to our mission.

Fees

The Neighborhood Association may charge fees for specific services or events sponsored by the Association. Provisions shall be made to offer reduced or no-cost options for individuals who are unable to pay such fees.

Property

Items purchased by the Neighborhood Association are considered property of the Association and as such shall not be used by individuals or organizations for purposes outside the mission of the Association.



Article 9: By-Laws

Adoption of, and any proposed amendments to the By-Laws of the organization shall only be acted on at meetings of the general membership at which quorum is present. Proposed amendments must be announced to members one (1) week before the meeting. The first meeting the proposed amendments are presented and discussion and alterations of the proposed amendments may be considered. A vote may be taken at the second neighborhood meeting, however if an alteration is made to the proposed amendment the vote must be tabled until the next meeting. In the event that following the first meeting one or more monthly meetings occur in which quorum is not present the proposal(s) to adopt or amend shall be automatically carried over to the next meeting at which quorum is present.



Article 10: Public Action or Representation

No individual or committee shall take public action nor shall any member represent him or herself as speaking with the support of or in the name of the Association unless prior authorization is received by a vote of the membership except as provided for in the By-Laws.



Article 11: Endorsements

The Neighborhood Association may not endorse or support a candidate for public office. Members of the Neighborhood Association may support a candidate, but their membership or position in the Neighborhood Association may not appear in connection with such support.

The Neighborhood Association, as provided for in procedures, may endorse legislation that will support the mission of the Association.



Article 12: Publications

The Neighborhood Association may cause to be published any documents and or fliers deemed desirable by a vote of the Association, such as but not limited to by-laws, policy and procedures, newsletter, handbook, etc.

The newsletter may accept paid advertisement. The Neighborhood Association may reject advertisement counter to the Association's mission. Paid political advertisements are permissible provided they are so designated.

The Neighborhood Association may add names of individuals and organizations to a mailing list for the sole purpose of distributing information to said group, which in the opinion of the Association assists our mission.



Article 13: Cooperation

The Neighborhood Association may cooperate with any other neighborhood or organizations on issues of common interest except as prohibited by a vote of the membership. Such cooperation will in no way affect or alter the existence or operation of the Association.



Article 14: Merging

The Neighborhood Association may merge with any neighborhood or association if such a merger is deemed to be in the best interest of both parties. The merger must first be approved by a two-thirds (2/3rds) vote at two (2) consecutive meetings of the members. If the Association has voted to merge with another neighborhood association, the Neighborhood Association will then ask that the merging neighborhood to confirm its decision with a vote of their general membership.



Article 15: Dissolution

The Neighborhood Association may be dissolve by a two-thirds (2/3rds) vote at two (2) consecutive meetings of the membership. All members must be notified in writing at least fourteen (14) days prior to the first meeting. Upon dissolution, the Association's assets, after payment of outstanding debts, will be contributed to a non-profit charitable, educational or recreational organization in the Madison area in keeping with the Neighborhood's mission.



Article 16: By-Law Continuity

Original By-Laws: 1995
Substantial Rewrite of By-Laws: February 2004
Bylaws Amended: May 2008, November 2010, January 2011