BYLAWS OF WADEVIEW PARK
NEIGHBORHOOD ASSOCIATION
ARTICLE I. NAME
SECTION 1. The name of this organization is the Wadeview Park Neighborhood Association, hereinafter referred to as the Association.
ARTICLE II. PURPOSE
The purpose of the Association is to recruit and empower volunteers to utilize their abilities and to identify and develop community assets and talents through its Membership.[1]
We will add value to the Wadeview Neighborhood through building relationships between neighbors as well as between our residents and area businesses.
We will create a strong, unified voice to the City of Orlando, Orange County and the State of Florida.
We will work with our Members as well as officials from the City of Orlando, Orange County, and the State of Florida to continually bring improvements to the Wadeview Neighborhood while preserving its history.
ARTICLE III. MEMBERS
SECTION 1. Classes of Members. The Association shall have one class of Members.
SECTION 2. Admission. Current residents, 18 years old or older whether title owners or renters, and business representatives within the Association’s boundaries as defined by the City of Orlando, and those of any abutting neighborhood, shall voluntarily become active Members in the Association.
SECTION 3. Voting Rights. Each Member shall be entitled to one vote on each matter submitted to a vote of the Members. Voting members must be present to vote.
SECTION 4. Non-transferability of Membership. Membership in the Association shall not be transferable or assignable. No proxies may be assigned.
ARTICLE IV. BOARD OF DIRECTORS
SECTION 1. Tenure and Qualifications. The Board of Directors shall be comprised of the elected officers and standing committee, special committee and ad hoc committee chairpersons. Directors must be members of this Association.
SECTION 2. General Powers. Its Board of Directors shall manage the affairs of this Association with President, Vice President, Treasurer and Secretary voting on every issue before the Board. If a Board vote results in a tie, the issue will be taken to a full vote at the next general meeting.
SECTION 3. Resignation. Any Director may resign at any time upon written notice to the Association addressed to its Board of Directors. Any such resignation shall become effective at the time specified therein or upon its receipt if no time is specified.
SECTION 4. Removal. At any meeting of the Members called for the purpose, any Director may be removed from office with just cause as determined by a vote of the majority of the Members present. At any meeting of the Board of Directors, any Director may be removed from office for cause by a vote of a majority of the Directors then in office.
SECTION 5. Vacancies. Vacancies in the elected Board of Directors, whether resulting from death, resignation, removal or other cause, may be filled by nomination and majority vote at the next General Meeting. Any Director elected to fill a vacancy shall serve for the remaining term of his or her predecessor in office.
SECTION 6. Regular Meetings. A regular meeting of the Board of Directors shall be held once monthly for a minimum of 9 meetings a year.
SECTION 7. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place as the place for holding any special meeting of the Board called by them.
SECTION 8. Notice. Notice of any special meeting of the Board of Directors shall be given at least two days prior thereto. Notice may be given either in writing or verbally to all members of the Board of Directors.
SECTION 9. Quorum. Fifty percent of the board, one of which must be the President or Vice President shall constitute a quorum for the transaction of business at any meeting of the Board.
SECTION 10. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.
ARTICLE V. OFFICERS AND DUTIES
SECTION 1. Officers. The elected officers shall be a President, a Vice President, a Secretary, and a Treasurer. All officers shall keep a manual of current Bylaws and Year-End Reports.
SECTION 2. Election and Term of Office. The Officers of the Association shall be elected by the Members annually at the October General Meeting. New offices may be created by the General Membership following publication of the need in the Newsletter and a majority vote at a subsequent General Meeting. Each Officer shall hold office for the upcoming calendar year.
SECTION 3. President. The President shall be the principal executive officer of the Association and shall in general supervise and manage all of the business and affairs of the Association. The President shall preside at all meetings of the Members and of the Board of Directors. The President may sign, with the Secretary or any other proper officer authorized by the Board of Directors, any instruments that the Board of Directors have authorized to be executed; and in general shall perform all duties incidental to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The President along with the Vice President and Treasurer is a designated disbursement officer.
SECTION 4. Vice President. In the absence of the President or in the event of his or her inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. The Vice President along with the President and Treasurer is a designated disbursement officer.
SECTION 5. Treasurer. The Treasurer is the custodian of the Association’s funds and financial records. The Treasurer will coordinate the development of the proposed annual budget for the Association, keep account of all revenues and expenditures, pay all budgeted expenses, present a written report each month to the Board of Directors and submit this same report to the Newsletter for monthly publication, prepare all financial reports in accordance with applicable Florida law and IRS codes, surrender the Association’s books for audit at the beginning of his or her last month as Treasurer, and in general, perform such other duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or Board of Directors. The Treasurer along with the President and Vice President is a designated disbursement officer.
SECTION 6. Secretary. The Secretary shall keep the minutes of the meetings of the Members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records, keep a register of the post office address of each Member and in general, perform such other duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or Board of Directors.
ARTICLE VI. STANDING COMMITTEES
SECTION 1. Committees Chairs. The incoming President shall appoint the following chairpersons for the term of one calendar year:
- Business Relations
- School Relations
- Traffic
- Special Projects
- Hospitality
- Newsletter
- Parliamentarian
- Sargent at Arms (Any time the Sargent at Arms cannot attend a General Meeting, a substitute Sargent at Arms will be named by the President to preside for that meeting only.)
Any special or ad hoc committees required by special project or deemed necessary by the President.
SECTION 2. Term of Committee Members. Each Member of a committee shall serve for one calendar year, unless the committee shall be sooner terminated, or unless such Member shall be removed or shall cease to qualify as a Member thereof.
SECTION 3. Reporting. The Chairperson will provide a report of its committee’s activities at each Board of Directors meeting.
SECTION 4. Vacancies. Vacancies in the Membership of any committee shall be filled by appointments made in the same manner as provided in the case of the original appointment.
SECTION 5. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole Committee shall constitute a quorum and the act of a majority of the Members present shall be the act of the Committee.
SECTION 6. Rules. Each Committee may adopt rules for its own government not inconsistent with these bylaws or the rules adopted by the Board of Directors.
ARTICLE VII. PARLIAMENTARY AUTHORITY
SECTION 1. Basis of Rules. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt.
ARTICLE VIII. MEETINGS OF MEMBERS
SECTION 1. General Meeting. The Members of the Association shall make every effort to convene a general meeting each calendar month at a time and location determined by the Board of Directors.
SECTION 2. Notice of Meetings. Notice of General Meetings, stating place, date, and hour of the meeting shall be published in the Association’s monthly newsletter, not less than one nor more than 30 days before the date of the meeting. In the case of a Special meeting, the purpose or purposes for which the meeting is called shall also be included in the notification. Newsletters and/or notifications shall be distributed by hand or mailings to Member’s address as it appears on the records of the Association.
SECTION 3. Quorum and Voting Rights. The presence in person of the attending Members at a meeting of Members shall constitute a quorum. When a quorum is present at any meeting the affirmative vote of the majority of the Members present shall be necessary and sufficient for the transaction of any business brought before the meeting unless a larger or different vote is required by law or by the Bylaws, provided, however, that any election by Members shall be determined by a plurality of the votes cast.
ARTICLE IX. AMENDMENTS
SECTION 1. Power of Members to Amend Bylaws. The bylaws of this Association may be amended, repealed or added to, or new bylaws may be adopted by the affirmative vote of a two-thirds majority of the Members present at a meeting duly called for the purpose.
ARTICLE X. MISCELLANEOUS
SECTION 1. Books and Records. This Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Members, Board of Directors, and Committees. The Board of Directors shall determine the location of these records. Any Member, or his agent or attorney may inspect all books and records of the Association, for any proper purpose at any reasonable time.
SECTION 2. Bylaws Review. A Bylaws Review Committee shall be convened biannually on even numbered years for the purpose of reviewing and suggesting amendments to this document in an effort to keep it current and relevant.
SECTION 3. The Association shall maintain and use a post office box for the purpose of receiving all business correspondence.
Revision: October 2004
[1] Source: Building Communities from the Inside Out, A Path Toward Finding and Mobilizing a Community’s Assets, by John P. Kretzmann and John L. McKnight.