Lacy Heights Neighborhood Website

BYLAWS OF

LACY HEIGHTS NEIGHBORHOOD ASSOCIATION, INC.

ARTICLE I - NAME

The name of this Association shall be Lacy Heights Neighborhood Association, Inc., hereinafter referred to as the "Association."

ARTICLE II - GEOGRAPHIC AREA

The term Lacy Heights shall refer to the lands included in the original Plat of Lacy Heights, in the City of Fitchburg ., Dane County, Wisconsin.

ARTICLE III - PURPOSE

The Association is being formed for the purpose of engaging in pleasure, recreation and other nonprofit purposes, for the benefit of the Association's members; to sponsor and support social activities and interchange among members of the Association; and to promote harmony among members of the Association. The Association is intended to constitute a social club and homeowners association within the meaning of Section 5O1(c)(7) of the Internal Revenue Code of 1986, as amended. In furtherance of the above, the Association will endeavor to:

1. Develop a cohesive neighborhood community in Lacy Heights through appropriate activities and services.

2. Provide a mechanism for the owners of lots and homes in Lacy Heights to raise and respond to the interests and needs of the such owners, both within Lacy Heights and its environs.

To accomplish these goals, the Association may engage in any lawful activity within the purposes for which a non-stock, non-profit corporation may be organized under the law of Wisconsin.

ARTICLE IV - MEMBERSHIP

Section 1 - Eligibility : All persons age eighteen (18) and over who are owners and residents of a single-family lot in Lacy Heights (hereinafter, a "Lot") shall be eligible for membership in the Association. Membership shall be voluntary. Persons owning a security interest in a Lot shall not be eligible for membership. In the case of a Lot which is the subject of a land contract, the land contract vendee, and not the land contract vendor, shall be eligible for membership.

Section 2 - Membership Fee : The membership fee for each calendar year shall be Twenty-five Dollars ($25) for each eligible person, except that when a Lot is owned and resided upon by two or more eligible persons, there shall be a single membership fee of Twenty-five Dollars ($25) for said Lot owners. The membership fee shall be due on September 1 of each year.

Section 3 - Membership Conditions : Any person who is eligible to become a member of the Association shall becorn member of the Association by paying the membership fee.

Section 4 - Termination of Membership : Membership in the Association shall commence upon payment of the Membership fee, and shall cease upon a member's failure to pay the yearly membership fee on or before September 30 of each year or upon the member's ceasing to own a Lot in Lacy Heights. Any member may resign, provided, however, that the membership fee paid by a member resigning from 1 the Association shall not be refundable.

Section 5 - Me bership Certification : The treasurer's list of the Association members shall serve as the certified list of members.

ARTICLE V - VOTING RIGHTS

Section 1 - General Voting Rights : Each member, except as set forth below, shall have one (1) vote, providing that the member has paid the membership fee for the calendar year in which the vote is being taken, and further provided that the vote under consideration takes place more than ten (10) days subsequent to the payment of dues. Each Lot the owners of which are Association members shall have one vote on Association business. Votes may not be split. Where two or more members derive their eligibility from ownership of and residence upon the same Lot, the members shall determine between or among themselves how that Lot's vote shall be cast.

Section 2 - Multiple Lot Ownership : Owners of more than one Lot shall have one vote for each Lot owned.

ARTICLE VI - MEMBERSHIP MEETINGS

Section 1 - Place and Notice of Meetings : All membership meetings shall be held in Lacy Heights, or at such other convenient place in the City of Fitchburg or Madison as the Board of Directors may determine. The secretary of the Association shall give five (5) days' written notice of any such meeting to each member, except twenty-one (21) days' written notice shall be given of the annual meeting. The notice shall state the time and place of such meeting and the purpose(s) of such meeting. Failure of any member to receive notice shall not affect the validity of such meeting nor the proceedings thereat. For the purpose of giving notice to the members, the member list of the treasurer of the Association shall be considered to be the certified list of members. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her last known address as it appears on the records of the Association with postage thereon prepaid.

Section 2 - Annual Meeting : The annual meeting of the members shall be held in October of each year.

Section 3 - Special Meetings : Special meetings of the members may be held upon direction of the president of the Association, the board of directors, or upon direction in writing by not fewer than ten (10) members.

Section 4 - Agenda : items to be considered at the annual meeting or any special meeting shall be included in the notice of the meeting, and may be placed on the agenda by the president of the Association, by the board of directors, or upon direction in writing of not fewer than ten (10) members; except the election of the board of directors shall always be held at the annual meeting, and need not be included in the meeting notice.

Section 5 - Proxy Voting : Voting by written proxy shall be allowed.

Section 6 - Quorum : Presence of sufficient members (not counting members of the board of directors) to cast ten (10) votes shall constitute a quorum; but less than a quorum meeting at any time shall have the power to adjourn from time to time until a quorum is present.

Section 7 - Officers of the Meeting : The president of the Association shall preside at all Association meetings. If the president is absent, the vice-president of the Association shall preside and, in his or her absence, the secretary of the Association, and, in his or her absence, the treasurer of the Association. If all such officers are absent, the membership shall elect a presiding officer for that meeting from those members in attendance as the first order of business.

ARTICLE VII - BOARD OF DIRECTORS

Section 1 - Number, Qualification. Tenure and Purpose : The Association shall be governed by a five (5) person board of directors elected by the membership at the annual meeting. Only Association members in good standing are eligible to become or remain a member of the board. Board members, except as set forth below, shall serve a two (2)-year term or until their successors are elected. The board of directors shall govern the Association to fulfill the policies stated in the Association's articles of incorporation and these bylaws, and as directed by the membership. Without limiting the generality of the foregoing, and except as expressly limited elsewhere in these bylaws, the Association's articles of incorporation or applicable law, the board of directors shall have power to authorize any officer or officers of the Association to execute and deliver in the name of the Association any contract or other instrument necessary in the sole discretion of the board of directors for the carrying out of the purposes of the Association.

Section 2 - Interim Board : The Initial Directors of the Association are as set forth in the articles of incorporation of the Association. The Initial Directors shall serve until the first annual meeting of the members in October, 1997. At the first annual meeting, two directors shall be elected for a one-year term, and three shall be elected for a two-year term. Thereafter, each time a director's term expires, his or her successor shall be elected for a two-year term.

Section 3 - Nomination and Election of Board : At least thirty (30) days prior to the annual meeting of the Association, the board may meet and prepare a slate of candidates for the board. The slate of candidates shall be attached to the notice of the annual meeting. Further nominations shall be accepted from the members attending the annual meeting. The candidates receiving the highest number of written ballots cast at the meeting shall be declared elected as the members of the board for the vacancies existing. In case of a tie vote for any of the board positions, there shall be an immediate run-off election between those whose vote totals were the same for the remaining seat(s).

Section 4-Annual and Re2ular Meetings : The annual meeting of the board of directors shall take place immediately prior to the annual meeting of the Association. In addition regular meetings of the board shall be held in Lacy Heights or such other convenient place in the City of Fitchburg and at such times as the board may designate. The secretary of the Association shall give at least three (3) days notice, either orally or in writing to all board members of any regular meeting, including the time, place, and purpose(s) of such meeting. Failure to receive such notice shall not affect the validity of such meeting or the proceedings thereat. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, unless the director attends a meeting and objects thereat to the transaction of any business because the meeting is not lawfully called or convened.

Section 5 - Special Meetings : A special meeting of the board may be held in Lacy Heights, or such other convenient place in the City of Fitchburg as may be directed, by any officer of the Association or by any two (2) directors. Except when there is unanimous consent of all members of the board, the secretary of the Association shall give at least three (3) days' notice, either orally or in writing, to all board members of any special meeting, including the time, place and purpose(s) of such meeting. Failure to receive notice shall not affect the validity of such meeting or the proceedings thereat. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, unless the director attends a meeting and objects thereat to the transaction of any business because the meeting is not lawfully called or convened.

Section 6 - Quorum : A quorum for the business at any regular or special meeting of the board shall be a majority of the board, but a majority of those present shall have the power to adjourn the meeting to a future time.

Section 7 - Removal of Directors : The membership of the Association may call a special meeting for removal of a director. Removal shall be by majoiity vote of those present at the meeting, provided a quorum is present.

Section 8 - Vacancies : Vacancies on the board shall be filled by the board at any regular or special meeting. The person(s) so selected shall serve until the expiration of the term of office of the board member whose position it is necessary to fill.

Section 9 - Officers of the Meetings : The president of the Association shall preside at all board meetings. If the president is not present, the vice-president of the Association shall preside, or in his or her absence, the secretary of the Association, or in his or her absence, the treasurer of the Association. If all such officers are absent, the board shall elect a presiding officer for that meeting from those board members in attendance as the first order of business.

Section 10 - Informal Action Without Meeting : Any action required or permitted by the Association's articles of incorporation or these bylaws or any applicable law to be taken by the board of directors at a meeting or by resolution may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all directors then in office.

ARTICLE VIII - OFFICERS

Section 1 - Designation and Election : The officers of the Association shall be a president, vice-president, secretary and treasurer. The initial officers shall be elected by the board of directors at its initial meeting following the filing of the Association's articles of incorporation and the adoption of these bylaws. Thereafter, the Associationrs officers shall be elected by the board at the first regular meeting of the board following the annual meeting of the members, for a term of one (1) year and shall hold office until their successors are duly elected and qualified. The board, by majority vote of the directors, shall have the right to remove any officer from office and to fill vacancies as they may occur for the unexpired portion of the term. Officers of the Association may be, but are not required to be, members of the board.

Section 2 - Duties of President and Vice-President : The president shall preside at all board and member meetings and shall have general supervision over the affairs of the Association and over the other officers. The president shall perform all duties as are incident to the office. In case of the absence or disability of the president, or as delegated by the president, such duties shall be performed by the vice-president.

Section 3 - Duties of Secretary : The secretary shall issue notice of all board and member meetings, and shall attend and keep 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 the office, or as assigned by the president.

Section 4- Duties of Treasurer : The treasurer shall have custody of all money and securities of the Association. The treasurer shall keep regular books of account and shall submit them, together with all vouchers, receipts, records and other papers to the board for examination and approval as often as the board may require. The treasurer shall perform all such other duties as are incident to the office or as assigned by the president. The treasurer shall submit an annual report of the finances of the Association at each annual meeting.

ARTICLE IX - INDEMNIFICATION

Each director or officer of the Association shall be indemnified by the Association against all costs and expenses, including attorneys' fees, which may be imposed upon or reasonably incurred by him or her in connection with, or arising out of, any action, suit, or proceeding (whether the same proceed to judgment or be settled, discontinued or otherwise terminated) in which he or she may be or become involved or to which he or she may be made a party by reason of any action alleged to have been taken or omitted by him or her in either such capacity, provided that the foregoing right to indemnification;

a. shall not extend to, or apply with respect to, any matter as to which such director or officer shall be finally adjudged in such action, suit or proceeding to have been individually guilty of fraud or other willful misconduct in the performance of this duty as such Director or officer; but in no case shall contesting the validity of any statute, rule, ordinance or regulation in good faith constitute such dereliction of duty, even though the same may be held valid and enforceable in such contest;

b. shall cover all costs, expenses and liabilities incurred by such officer or director by reason of acts done or omitted by him or her in good faith in the exercise of his or her judgment that it was in the best interests of the Association; and in cases where such liabilities, costs and expenses arise out of a position taken by such officer or director for and on behalf of the Association in the belief in the right of such position, on which there might be a fair difference of opinion, such indemnification shall be made for any consideration paid or to be paid for any compromise or settlement or for any judgment, decree, fine or penalty imposed against such officer or director upon any claim in any action, suit or proceeding by reason of a determination, or a compromise of such proceedings or claim adverse to the position so taken;

c. shall inure to each such director and officer whether or not he or she is such director or officer at the time such costs or expenses are imposed or incurred and whether or not the claim asserted against him or her is based on matters which antedate the adoption of these bylaws;

d. in the event of his or her death shall extend to his or her heirs and legal representatives; and

e. shall not be exclusive of any other rights to which any director or officer may otherwise be entitled under the laws of the State of Wisconsin.

This Article is intended to constitute a contract with each person who, subsequent to its adoption, is serving or shall subsequently serve as a director or officer of the Association; and the indemnification provided herein shall be in addition to any other compensation which each such person may receive from the Association for his or her services as director or officer of the Association.

ARTICLE X - COMMITTEES

The president of the Association, with the approval of the board, may establish such committees, identify their respective purposes, and shall appoint such committee members as may be determined necessary to accomplish the purposes of the Association.

ARTICLE Xl - FINANCE

The funds of the Association shall be deposited in such financial institution as the board of directors shall direct and shall be withdrawn only upon the check or draft of the Association signed by any two officers of the Association.

Section 1 - Contracts : The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authorization may be general or confined to specific instances.

Section 2 - Loans : No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the board of directors. Such authorization may be general or confined to specific instances. This Section shall not be construed as applying to current expenses of the Association.

Section 3 - Checks. Drafts. Etc. : All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time-to­time be determined by or under authority of a resolution of the board of directors.

Section 4- Deposits : All funds of the Association not otherwise employed shall be deposited from time-to-time to the credit of the Association in such banks, trust companies or other depositories as may be selected by or under authority of the board of directors.

ARTICLE XII - AMENDMENTS

Amendments to these bylaws may be made by not less than a majority vote of those members present and voting at any annual or special meeting of the membership at which such amendment is properly before the members.

ARTICLE XIII - COMPENSATION

No salaries or compensation shall be paid to any board member or officer of the Association.

ARTICLE XIV - TERMINATION

Section 1 - Procedure : The Association may be terminated by not less than two-thirds (2/3) majority vote of the entire Association membership.

Section 2 - Distribution of Funds : Upon termination of the Association, no funds of the Association shall be distributed to any member. At the time of termination of the Association, the funds of the Association, after payment of all outstanding obligations of the Association, shall, by the resolution terminating the Association, pass to a like organization.

 



 
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