The Bylaws of the Ravenswood Neighbors Association

The Bylaws of the Ravenswood Neighbors Association

Article I

Purpose

Section 1.1 Name

The name of this organization shall be Ravenswood Neighbors Association (hereafter referred to as “the Association”).

Section 1.2 Mission Statement and Goals

The Ravenswood Neighbors Association is a residents-driven, non-political organization that seeks to promote the well-being, safety, vitality, and identity of our community by fostering and encouraging stronger relationships between residents, local businesses, and other neighborhood organizations; sharing news and information throughout our network; and promoting local initiatives and programs.

As an organization, the Association has five primary goals:

  • To serve as a network of residents, neighborhood organizations, businesses, and local government for the purposes of information sharing and strengthening community relationships;
  • To encourage and foster the development of block clubs and other organizations within the community;
  • To actively promote public safety and security within the community;
  • To sustain connections between residents and local businesses for the purposes of fostering economic growth and opportunity within the community; and,
  • To serve as a voice for residents and businesses in regards to community matters and concerns.

The Association is organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

Section 1.3 Boundaries

The boundaries of the Association are as follows:

  •       North: Lawrence Avenue (4800 North)
  •       South: Montrose Avenue (4400 North)
  •       East: Ashland Avenue (1600 West)
  •       West: Damen Avenue (2000 West)

The boundaries of the Association are understood to encompass both sides of the streets that form the borders of the Association.

Article II

Membership and Voting Rights

Section 2.1 – Members

“Members” are people who make their primary residence within the Association boundaries as described in Section 1.3.  Members can be elected to serve on the Advisory Council and on the Executive Committee as defined in Article 3.  Members are also eligible to create and serve as Committee chairs.

Section 2.2 – Friends

“Friends” are people who reside outside of the Association boundaries as well as businesses and other organizations inside or outside of the Association boundaries.  Friends can be elected to serve on the Advisory Council and can also serve as Committee chairs.

Section 2.3 – Member Benefits and Voting Rights

Each Member is entitled to Member benefits as defined by the Executive Committee of the Advisory Council annually.  Each Member shall be entitled to one voting ballot on the matter of Advisory Council elections, at the Association annual public meeting and Advisory Council vote, to be held each March, and subject to the rules of Article 3.

Article III

Governance and Advisory Council

Section 3.1 – Governance and General Powers

The Advisory Council shall be the governing body of the Association and shall manage its affairs.  The Advisory Council shall have full authority to undertake any action in furtherance of the purposes of the Association, provided such action is consistent with the by-laws of the Association.

The Advisory Council shall consist of between three (3) and nine (9) members (hereafter referred to as “Council Members”).

Section 3.2 – Qualifications and Advisory Council Composition

Any Member or Friend of the Association as defined in Article 2 in good standing who is willing and able to serve if elected shall be eligible for nomination and election as a Council Member.  Candidates must review and agree to the expectations for Council Members as specified in Section 3.4 prior to nomination.

Section 3.3 – Election and Tenure

Council Members shall be duly elected by the full Membership of the Association, as provided in Article VI.  Once elected, each Council Member will serve for a two-year term.  A Council Member may stand for re-election at the end of any two-year term, without need for re-nomination, by declaring his or her intention to the Secretary.

Section 3.4 – Expectations of Council Members

All Council Members who agree to serve on the Advisory Council must agree to the following expectations prior to nomination and election:

  1. To serve for a term of two years.
  2. To serve on at least one committee during this tenure.
  3. To actively promote the interests and public image of the Association.
  4. To attend a minimum of three (3) out of four (4) quarterly meetings to be held in the months specified in Section 3.5.
  5. To attend the April quarterly meeting each year.
  6. To participate in the recruiting of prospective new Advisory Council members on an annual basis.

Section 3.5 – Quarterly Meetings

Meetings of the Advisory Council shall be held four (4) times a year in April, July, October, and January.  The first official meeting of the Advisory Council will take place in April after the annual elections in March.

Special meetings of the full Advisory Council may be called by the President or any two Council Members.

Committees will set their own meeting times and expectations for their committees.  Committees will report on their activities quarterly before the full Advisory Council.

Section 3.6 – Quorum

One half of the Advisory Council shall constitute a quorum for the transaction of business at any meeting of the Advisory Council.  The act of a majority of the Council Members present at a meeting at which a quorum is present shall be the act of the Advisory Council except where otherwise provided by law or these Bylaws.  If less than half of the Advisory Council are present at a meeting, then the Council Members present may adjourn the meeting and propose a future time, date, and place for another meeting.

Section 3.7 – Political Activity

The Association, being a non-political entity, shall not have on the Advisory Council any political office-holder, candidate for political office, or political appointees.

Section 3.8 – Recruitment

At the October meeting of the Advisory Council, those members of the Advisory Council whose terms are coming to an end will declare their intention to seek another term on the Advisory Council.  After a determination as to the number of potential Advisory Council vacancies has been made, the Advisory Council will begin the process of identifying prospective new Advisory Council members.  The Secretary as defined in Section 3.8 will coordinate the search effort and will be responsible for assembling the official slate of prospective new Advisory Council members that will be presented to the Association for a vote at the Annual Meeting as defined in Section 6.1.

Article IV

Executive Committee and Officers

Section 4.1 – Executive Committee

The Advisory Council will select from among its members an Executive Committee consisting of a total of three (3) Officers as defined in Section 4.2 that will be responsible for providing leadership for the Advisory Council and, by extension, the Association.  The Executive Committee shall consist of the Officers as defined in Section 4.2 and shall carry on the ordinary business of the Association between the Advisory Council meetings and shall act in an emergency if a special meeting cannot reasonably be convened.  The President  as defined in Section 4.6 shall serve as the Chair of the Executive Committee.

Section 4.2 – Officers

The Officers of the Executive Committee shall be a President, a Vice President and a Secretary.   Only Members of the Association are eligible to serve as Officers.

Section 4.3 – Election and Term of Office

The Officers of the Executive Committee shall be elected each year by and from among the members of the Advisory Council at the April Advisory Council meeting.  The newly elected Officers shall take their offices immediately.

Officers shall serve one-year terms on the Executive Committee.  An Officer may not serve more than two consecutive terms in the same position.  An Officer may serve more than two terms in the same position provided that there is at least one year in between the sets of terms during which the Officer occupies that position.[8]

Section 4.4 – Vacancies

The President will appoint Members to Officer positions and Members of the Advisory Council in the event that positions become vacant during the middle of a term.  Appointed Officers and Members of the Advisory Council will be expected to fill the position for the remainder of the term.  If the President position becomes vacant during the middle of a term, then the Vice President will assume the President position and will appoint a Member to serve in the Vice President position for the remainder of the term.

Section 4.5 – Removal

Any Council Member, Officer or otherwise, may be removed by the Advisory Council for just cause after an appropriate hearing and whenever in its judgment the best interest of the Advisory Council would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  A special meeting will be convened by the Executive Committee to discuss the removal of a Council Member on a case-by-case basis.  The Council Member shall be removed from the Advisory Council through a unanimous vote of those who attend the special meeting minus the Council Member under consideration.

Section 4.6 – President

The President shall in general perform all duties incident to the office of President and such other duties as may be prescribed by the Advisory Council from time to time.  The President shall preside at all meetings of the Members and the Advisory Council.

Section 4.7 – Vice President

In the absence of the President, or in the event of his or her inability to perform his or her prescribed duties, 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 and responsibilities of the President.  The Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or the Advisory Council.  The Vice President is expected to chair at least one Committee.

Section 4.8 – Secretary

The Secretary shall keep the minutes of the meetings of the Members, the Executive Committee, and the Advisory Council, shall keep a record of the attendance dates of the election, the expiration of terms or resignation of the Council Members, and shall ensure that all notices are duly given in accordance with the Bylaws.  The Secretary shall also be responsible for assembling the official slate of Advisory Council members which will be presented to the Association prior to the Annual Meeting as defined in Section 6.1 and which will then be voted upon at the Annual Meeting.  The Secretary shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Advisory Council.

Article V

Committees

Section 5.1 – Committees

In addition to the Executive Committee as defined in Section 4.1, other Committees will be the primary forums for implementing Association initiatives and performing the work of the Advisory Council.  Committees may consist of Members and Friends as defined in Article II.  The Advisory Council may establish such other committees as it deems necessary or appropriate.  The Advisory Council must officially approve new committees during any of the quarterly meetings during the year.

Each Council Member must serve on at least one committee.[9] [10]

Section 5.2 – Committee Chairs and Membership

Any Member or Friend may serve as the Chair of any committee other than the Executive Committee.  The Chair of each of the committees shall be selected from among the members of the committee.  Members of committees shall be recruited by the respective Chairs of the committee.

Section 5.3 – Term of Office

The term of office for each standing committee member is one calendar year. [11]  At which time, the committee shall be reviewed, renewed or dissolved by the Advisory Council at the April meeting. The committee chair shall also be reconfirmed as chair or removed from their role by the Advisory Council at the April meeting.

Section 5.4 – Rules

Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board.

Article VI

Meeting of Members

Section 6.1 – Annual Meeting

The Association shall hold an Annual Meeting of Members in March of each year.  The meeting shall be open to the general public.  The purposes of this meeting shall be:

1)     To inform Membership and the general public about the state of the Association, the actions taken in the last year, and plans for the coming year.

2)     To hold elections for persons nominated to serve on the Advisory Council.[12]

Section 6.2 – Execution and Notice of Meeting

The serving Secretary of the of the Executive Committee [13] shall organize and execute this meeting.

The Secretary shall propose, at each January’s Advisory Council meeting, a date for the Annual Meeting.  This date is to be voted on by the Advisory Council and made public.  The Secretary also shall ensure that all reasonable efforts [14] (via email, social media and flyers) are made to inform both Members and the general public about the Annual Meeting no less than thirty (30) days prior to the date of the Annual Meeting.

The Secretary shall enlist leaders from the Advisory Council to update Members and the general public about the state of the Association, the actions taken in the last year, and plans for the coming year.

Section 6.3 – Notification of Slate and Execution of Elections

Election of new Advisory Council members will take place during the Annual Meeting.  The Secretary shall ensure that all reasonable efforts are made to inform both Members and the general public about the official slate of prospective new Advisory Council members no less than fifteen (15) days prior to the date of the Annual Meeting.

During the Annual Meeting, the slate of prospective new Advisory Council members will be presented.  A public up-or-down vote will then be taken regarding the election of the slate of members.  Members and Friends in attendance at the meeting will be eligible to vote.  The Secretary will take a tally of all yea and nay votes and will then declare the outcome of the voting process.

Article VII

General Procedures

Section 7.1 – General Procedures

At all meetings of the Advisory Council, Roberts Rules of Order shall govern the meeting, except where those rules conflict with these Bylaws.  With respect to interpretation of these Bylaws, the decision of the Advisory Council shall control and be binding.

Section 7.2 – Proxy Voting

There shall be no voting by proxy at any meeting.

Article VIII

Amendments to Bylaws

Section 8.1 – Amendments to Bylaws

These Bylaws may be altered, amended, or repealed, and new Bylaws adopted, by a majority of the Advisory Council present at any regular meeting or at any special meeting, provided a minimum of 30 days’ notice was given to all Members.  Such notice shall state the intention to alter, amend, or repeal and adopt new bylaws at said meeting.  Such notice shall include a quotation of the section or sections of the Bylaws that will be affected and shall set forth, with specificity, any new provisions or substitute language that is proposed.

Article XIII

Dissolution

Section 9.1 – Dissolution

The Association may be dissolved only with authorization by its Advisory Council given at a special[19]  meeting called for that purpose and upon a two-thirds vote of the whole Advisory Council.  Notice must be given to the membership within thirty (30) days of this scheduled meeting via email, social media and flyers.