Westside Neighborhood Association Bylaws

Article I

Section 1.  Mission
The Westside Neighborhood Association is a 501(c)(3) organization whose aim is to address issues and concerns and improve the quality of life for Westside Neighborhood residents.

Section 2.  Boundaries
The Westside Neighborhood is defined by the boundaries of Oakland Avenue on the north, Martin Luther King Jr. Blvd. on the east, the Grand River on the south, and the city boundary on the west.

Section 3.  Members
Members are persons 18 years of age or older who live within the boundaries of the Westside Neighborhood.

Article II
Board of Directors

Section 1.  Composition, Selection, Removal, and Terms
The affairs and property of the organization shall be managed by a Board of Directors (hereafter Board) consisting of not fewer than eight and not more than 15 directors, as determined by the Board, subject to revision by the members at a membership meeting. The Board of Directors shall be elected by a plurality vote of the membership at the annual meeting when their term expires. Directors shall serve for two years and may be re-elected at the annual membership meeting. Directors shall be divided into two groups, the first consisting of approximately half, the second consisting of the remainder. Terms of the first group shall begin in even-numbered years; terms of the second group shall begin in odd-numbered years. If a director position is vacated by death, resignation, inability to serve, or other cause, a majority of the remaining directors, even if less than a quorum, may select a person to serve as replacement.  The Board of Directors may designate a nominations committee to prepare a slate of candidates to recommend to the membership at the annual meeting, and additional persons may be nominated at the annual meeting.  If a director is unable to serve or is absent without reasonable cause from three consecutive meetings, the Board may declare the position vacant, after giving the director at least 10 days written notice of its intent to do so.

Section 2.  Meetings
The Board shall hold regular meetings not less than quarterly at times and at a location it determines.  A special meeting shall be held on the call of the President or any three directors, with not less than 24 hours advance notice to each director of the time, place, and purpose; a special meeting shall act only on matters included in the notice.  When there is a need for urgent action or when it is difficult to schedule a meeting, a decision may be made by the Board by telephone, email, or other communications arrangement, provided a reasonable effort is made to include all directors in the process and at least a majority of those in office participate.

Section 3.  Conduct of Meetings
Except as otherwise provided in these bylaws, all decisions of the Board shall be made at a meeting attended by a quorum.  A quorum shall consist of a majority of the directors then in office. No director may cast a vote by proxy, but may be contacted during or after the meeting for a vote.  No director shall vote on a matter that could create a personal conflict of interest unless the possible nature of the conflict has been disclosed to the Board and the other directors present permit the member to vote by a majority vote.Except as otherwise provided in these bylaws, meetings of the Board shall be conducted in accordance with generally accepted rules of parliamentary procedure.

Section 4.  Committees
The Board may create such committees as it requires and may delegate to them any of its powers, subject to the Board's power to review and revise committee decisions.  Unless otherwise determined by the Board, the President may appoint the members and designate the chairperson of each committee.

Article III

Section 1.  Offices, Terms, and Selection
Officers shall consist of a President, Vice President, Secretary, and Treasurer.Within a week of the annual meeting, the Board shall meet to elect officers.Officers serve one-year terms and may be re-elected; however, officers may serve no more than four consecutive years at a time in the same position.  An officer may be re-elected to a position in which he/she has previously served four consecutive years after vacating the position for at least one year.

Section 2.  Duties
The officers shall perform the duties normally associated with their offices except as otherwise provided in these bylaws and shall perform such additional duties as are determined by the Board.  The President shall preside at Board meetings and membership meetings.  If the President is unable to preside, the Vice President shall preside, and if the Vice President is unable to preside, those present shall select a person to preside.  During any period of absence or disability of the President, the Vice President shall perform the duties and exercise the powers of the President.  The Secretary shall act as the official record keeper of the organization. The Treasurer shall manage all funds pursuant to policies adopted by the Board and as provided in ArticleV.

Article IV

Section 1.  Annual Meeting
The annual meeting shall be held during January of each year at a time and place fixed by the Board of Directors.  Notice of this meeting shall be mailed or included in a newsletter mailed or delivered to each household within the boundaries of the neighborhood. The annual meeting shall include an election to fill vacancies on the Board of Directors, the presentation of a financial report for the preceding fiscal year, and other such matters as are properly determined by the Board of Directors.  

Section 2.  Special Meetings
A special membership meeting may be called by the President at any time, and must be called upon petition in writing of any ten members representing ten different households, provided that notice, including the time, place, and purposes of the meeting, is mailed or included in a newsletter or other public notice, delivered at least three days before the meeting.  A special meeting shall act only on matters included in the notice.  

Section 3.  Quorum, Voting, and Procedures
At any membership meeting, a majority of those present can decide any matter.  Each member present may cast one vote; no votes may be cast by proxy.  Except as otherwise provided in these bylaws, meetings of the membership shall be conducted in accordance with generally accepted rules of parliamentary procedure.

Article V

Section 1.  Acceptance of Funds
Grants, donations, bequests, and other funds and property may be accepted from any source in conformity with WNA Financial Policies.

Section 2.  Depository Accounts
All funds of the organization shall be placed in such depository or investment accounts as the Board may designate.  Association checks must be signed by persons authorized as signers by the Board.

Section 3.  Management of Funds
The Treasurer shall be the principal custodian of all funds, shall see that accurate books of account are maintained, shall ensure compliance with government tax, reporting, and other requirements, and shall provide the Board with financial reports and statements as needed.  All financial records shall be open to inspection by any director or member.

Section 4.  Payments to Directors and Officers
There shall be no compensation for serving as an officer or director, but officers and directors may be compensated for other services to the organization by vote of the majority of directors, and reimbursed for approved expenses incurred on its behalf.  

Section 5.  Fiscal Year
The financial records and reports of the organization shall be based on a fiscal year beginning January 1 and ending December 31.

Article VI
Amendment of Articles of Incorporation or Bylaws

Section 1.  Amendment
These bylaws may be amended at any meeting of the Board by vote of a majority of the directors of the Board then in office, provided the amendment has been submitted in writing to all directors at least 10 days before the meeting.

Article   VII

Section 1.  Indemnification
To the extent permitted by law, the Association shall pay or reimburse expenses and liabilities incurred by its officers and directors as a result of actual or threatened legal or administrative proceedings related to their service to the Association, provided the officers and directors: 1)acted in good faith in the matters giving rise to the proceedings; 2) reasonably believed their actions to be in the best interests of the Association; 3) did not knowingly violate the law; 4) gave prompt notice of the matter to the Association; and 5) gave the Association the opportunity to provide legal counsel and to participate in resolution of the matter.  Expenses and liabilities include, but are not limited to: 1) the reasonable costs and expenses associated with the retention of legal counsel incurred as a result of actual or threatened proceedings; 2) judgments and fines; and 3) settlements reasonably entered into regardless of whether the officers or directors continue to serve the Association in the same capacity at the time the expenses or liabilities were incurred.