Click here for a PDF version: RNA Bylaws 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 neighborhoods, 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: MISSION STATEMENT Subsection A:
Promote and uphold the unique identity of our neighborhood, including
our history, our traditions of cooperation, our support for
locally-owned businesses, our social and civic engagement, and the
diversity of race, economics, culture, family and lifestyle found in
Riverwest. 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 housing, schools, culture, green space, public safety, parking, quality of life and other community needs and concerns. (Amendment approved: 8/14/07) 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 who resides within the stated geographic boundaries. Subsection B: An Affiliate member shall be defined as any individual who does not reside within the stated geographic boundaries of the neighborhood but who shares the purposes of the RNA, or any business or organization which shares the purposes of the RNA. (Amendment approved: 8/14/07) Section 2: DUES AND BENEFITS There are no yearly dues for membership. Constituent members have the right to vote on motions made at General meetings. Affiliate members do not have the right to vote. Other benefits of membership shall be determined annually by the Board of Directors. (Amendment approved: 8/14/07, 3/8/11) 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 for Constituent members. Residents may become registered with RNA for the purpose of maintaining connection to the organization and to assist in confirming meeting attendance as needed. For those requesting Affiliate membership, application must be made to the board and approval must come through the membership. The membership also has the right to direct the Board to rescind Affiliate membership. (Amendment approved: 8/14/07) 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 RNA web site, email newsletter, printed materials as well as the Riverwest Currents, or any other media as determined by the Board. (Amendment approved: 12/12/06) 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. RNA members may vote on motions during the meeting in which they are brought up unless one or more attendees requests that the motion be held until the next scheduled meeting. (Amendment approved: 10/14/03) Section 4: DECORUM The current edition of Robert’s Rules 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 at the November Meeting, 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. (Amendment approved: 8/14/07) 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 XIV 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 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 October 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 be permitted. (Amendment approved: 12/12/06, 8/14/07) Section 5: TIME OF ELECTIONS The Officers and up to 5 additional Board Members will be elected at November meeting of the year. (Amendment approved: 8/14/07) Section 6: ELIGIBILITY OF VOTERS Board members verify eligibility of members to vote at the November meeting of the year. (Amendment approved: 8/14/07) Section 7: ELECTION PROCEDURES Voting shall be in person at the November meeting of the year. No absentee ballots or ballots by mail or proxy will be permitted. (Amendment approved: 10/14/03, 8/14/07) 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 December meeting of the year. (Amendment approved: 8/14/07) 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 including emergency meetings with less than two weeks notice. Board members will be notified of monthly meetings at least two weeks before the scheduled meeting dates. With the exception of emergency meetings, RNA members will be notified at least one week in advance and invited to attend. (Amendment approved: 8/14/07, 9/11/07) 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 Board meetings and other relevant activities h. Participates in at least one committee i. Serves as a co-signatory for the bank savings/checking account j. Other responsibilities as needed to effectively fulfill 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. Participate in Board meetings and other relevant activities f. Participates in at least one committee g. 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 and Chairperson-Elect to fulfill their responsibilities. b. Responsible for attendance and minutes of all meetings c. Submits receipts to treasurer for prompt reimbursement d. Posts minutes and agendas on RNA mail, website or other avenues of communication e. Participates in Board meeting and other relevant activities f. Participates in at least one committee g. Other responsibilities as needed to effectively fulfill the office. (Amendment approved: 3/8/11) Section 4: TREASURER a. Assumes duties of the Chairperson in the absence of or inability of the Chairperson, 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. Participate in Board meetings and other relevant activities i. Serves as a co-signatory for the bank saving/checking account j. Participates in at least one committee k. Other responsibilities as needed to effectively fulfill the office. Section 5: AT-LARGE BOARD MEMBERS a. Participates in Board meetings and other relevant activities b. Participates in at least one committee c. 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 two consecutive meetings; Dereliction of duties. (Amendment approved: 8/14/07) ARTICLE IX: Finances, Budget & Treasury Section 1: RESPONSIBILITY FOR MAINTAINING The treasurer, in conjunction with other members of the Board, will prepare a new budget in November. The new Board will review this budget in January and February and will provide an annual budget to the Membership for approval in March. (Amendment approved: 8/14/07) 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 than $100.00 will be reimbursed upon board approval. Expenses of $100.00 or more will be reimbursed upon membership approval with provision of a receipt to the treasurer. (Amendment approved: 12/12/06) Section 4: TWO OF THREE SIGNATORIES REQUIRED The signatures of the Treasurer and the Chairperson or Chairperson Elect are required for the dispersal of funds over $100 from any bank account. (Amendment approved: 8/14/07) Section 5: TREASURY REPORTS The
name and address of the financial institution, and balance shall be
published via RNAmail, RNA website or in the RNA Newsletter at least
once yearly in March or April 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, ethnicity, race, family status or national origin, or any organization with goals that are incompatible with those of the RNA. (Amendment approved: 8/14/07) 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 than 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 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 filed in 2003 and authorized in 2004. |
 General Riverwest boundaries: Capitol Drive to the North Milwaukee River to the East & South Holton Street to the West |
Bylaws |