Tosa Heights Board & Bylaws

ARTICLE I – NAME

The name of this organization is Tosa Heights Neighborhood Association.

ARTICLE II – PHILOSOPHY

The Association has been created as an inclusive, responsive, flexible organization with its base of support and strength derived from the residents, businesses and organizations in our neighborhood.

ARTICLE III – GOALS

The objectives and general purpose of the Association are to:

Section 3:1   Ensure the quality of life which the Tosa Heights community has always been known for.

Section 3:2   Facilitate communication within our neighborhood and collaborate in working for our neighborhood.

Section 3:3   Provide the means for people in our neighborhood to work with each other to meet individual and group goals and facilitate the creation of special interest groups.

Section 3:4   Ensure that our neighborhood remains a safe place to live, work, and play.

Section 3:5   Promote communication and coordination with governmental, private, and public resources to strengthen our neighborhood.

ARTICLE IV – THE TOSA HEIGHTS AREA

Section 4:1   The area to be covered and affected by the activities of the Association will be that portion of Wauwatosa/Milwaukee , Wisconsin bounded on the north by Grantosa Drive and Congress Street; on the east by 92nd Street; on the south by Capitol Avenue; and on the west by 100th Street.  Tosa Heights Association also includes the area north of Grantosa Drive that is surrounded by 100th street, Congress Street, 99th Street and Marion Street.

ARTICLE V – OFFICES

Section 5:1   The principle office of the corporation shall be at the address of the duly elected President of the association and may change from time to time as herein defined or by action of the Board of Directors.

ARTICLE VI – MEMBERSHIP

Section 6:1   Any individual, family, or household within the Tosa Heights area is eligible, upon payment of membership dues as set by the Board of Directors (“Board”), for a family/household membership.  The family/household membership category entitles adult members (18 years or older) to vote on general membership matters as designated by the Board.  Family/household members of voting age shall be eligible to serve on the Board of Directors.  Membership and participation in Association committees is open to members of all ages.

Section 6:2   Any organization which does business or conducts a regular activity within the Tosa Heights area is eligible, upon payment of membership dues as set by the Board of Directors (“Board”) for business membership.  Business members shall be entitled to one vote on general membership matters as designated by the Board and shall be eligible to serve on the Board and Committees established by the Board.

Section 6:3   Persons, families, businesses, or other organizations residing or located outside of the Association area, are eligible, upon payment of dues set by the Board, to become associate members or “Friends of the Tosa Heights Neighborhood Association.”  Associate Members may participate in Association meetings and all social activities, but are not eligible to vote, serve on the Board, or chair Association Committees.

Section 6:4   No member shall act on behalf of the Association, speak for the Association, or in any way represent an endorsement by the Association without the expressed authority of the Board of Directors.

Section 6:5   Membership will be terminated by failure to pay fees, voluntary resignation, or action of the Board.  Any member may resign from the Association by submitting a written resignation to the Association.  If the resigning member refuses to provide a written resignation, the Association shall confirm the resignation in writing to the resigning member.  The resignation will become effective upon the date of receipt unless indicated to the contrary.

Section 6:6   For conduct detrimental to the interests of the Association, the Board may censure a member or suspend or terminate membership privileges by an affirmative vote of two-thirds of the Board of Directors.  Any such member will be notified at least fourteen days in advance of the meeting at which the Board will consider termination of that person’s membership.  Membership fees already paid will not be refunded upon termination or removal.

ARTICLE VII – MEMBERSHIP MEETINGS

Section 7:1   An annual meeting of the members shall be held in September at a designated location.  The membership shall elect a Board of Directors and transact such other business as may properly come before the meeting.

Section 7:2   Notice of the annual membership meeting, the agenda as set by the Board of Directors, and names of candidates for election to the Board of Directors shall be distributed to the membership at least two (2) weeks prior to the annual meeting.

Section 7:3   Any member may add an item to the agenda of the annual meeting by submitting to the Board, before the annual meeting is called to order, a petition containing the signatures of at least twenty (20) members.

ARTICLE VIII – BOARD OF DIRECTORS

Section 8:1   The association will be governed by a Board of Directors consisting of at least four directors who shall supervise, control, and direct the affairs of the Association; shall determine its policies and changes therein within the limits of the By-Laws; shall actively pursue its purposes; participate in committee work; and shall have discretion in the disbursement of its funds consistent with such purposes.  The initial interim Board shall consist of fourteen (14) directors appointed by the Steering Committee for a term not to exceed six (6) months.

Section 8:2   Only adult members of the Association are qualified to become a director.  All directors shall serve on at least one committee, as appointed by the President.

Section 8:3   A member who holds or has filed an intent to run for any publicly elected office may not serve as a director.

Section 8:4   Regular terms begin on January 1 following the annual meeting and expire after two (2) years on December 31. Thereafter, election of directors shall be staggered so that no more than two (2) of the directors shall be elected at any annual meeting.  All directors, after the first election, shall be elected to two year terms.  Directors may serve no more than three (3) consecutive terms.

Section 8:5   Directors shall be elected by plurality at the Association’s annual meeting by a vote of eligible members present at such meeting.

Section 8:6   Regular meetings of the Board shall be held monthly at such time and place as the Board may designate.  Special meetings of the Board may be called by the President, a notice of which shall be provided by the Secretary.  Business at special meetings shall be limited to the purpose(s) stated in the notice of special meeting.  A quorum at any regular or special meeting of the Board shall consist of seven (7) directors.

Section 8:7   Any director may be removed from office by a three-fourths vote of the full Board of Directors whenever, in their best judgment, the best interests of the Association will be served thereby, provided at least five (5) days advance notice is provided to all directors.  Such removal does not necessarily constitute expulsion from the Association.  Any director may resign at any time upon giving written notice to the Board of Directors.

Section 8:8   If a director resigns, dies or is removed or disqualified, the Board may appoint a director to serve the remainder of the term of the director he or she replaces.  Directors appointed to fill vacancies with less than one (1) year remaining in the unexpired term shall be eligible for election to an additional two (2) consecutive regular terms on the Board of Directors.  In no event shall any director serve more than a total of five (5) consecutive years on the Board of Directors.

ARTICLE IX – OFFICERS

Section 9:1   The association will have four principal officers:  President, Vice President, Secretary, and Treasurer.  These officers will be collectively known as the Executive Committee.  Officers of the Association will be elected by and from the Board of Directors at the first regular meeting of the Board after the annual membership meeting as defined in Section 7:1 herein.

Section 9:2   Regular terms of the officers shall be one year.  No officer shall be elected to more than three (3) consecutive terms in the same office.

Section 9:3   A vacancy in any office because of death, resignation, removal, or other disqualification will be filled in a special election by and from the Board of Directors.  The officers elected to fill such a vacancy will serve for the remainder of the term of the officer he or she replaces.  Officers elected to fill vacancies with less than six (6) months remaining in the unexpired term shall be eligible for election to an additional two (2) consecutive regular terms in the same office.  In no event shall any officer serve more than a total of thirty (30) consecutive months in the same office.

Section 9:4   No person shall simultaneously hold more than one office on the Executive Committee.

Section 9:5   No officer shall receive direct compensation.

ARTICLE X – DUTIES OF THE OFFICERS

Section 10:1 The President shall preside at all meetings of the Board of  Directors; shall see that all orders and resolutions of the Board of Directors are carried out; shall exercise general supervision over the affairs of the Association pursuant to policies determined by the Board; shall be an ex-officio member of all committees; shall oversee and share duties of the Treasurer; and shall perform such other duties as ordinarily pertain to such office except as otherwise provided by law or by the Board.

Section 10:2 The Vice President shall discharge the duties of the President in the event of the President’s inability, refusal, absence, disability, or death, and shall have all the powers of and be subject to all the restrictions of the President when acting in that capacity.  The Vice President shall have other powers and perform such duties as ordinarily pertain to such office or as may be prescribed by the Board.

Section 10:3 The Secretary shall keep minutes of the meetings of the Board and the Executive Committee in one or more books provided for that purpose; shall see that all notices are duly given in accordance with the By-laws or required by law; be custodian of the Association records; shall perform all duties and exercise such authority as from time to time may be delegated or assigned to the Secretary by the President or by the Board.

Section 10:4 The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Association; shall keep an accurate account of all Association funds; shall receive and give receipts for monies due and payable to the Association from any source whatsoever; shall deposit all such monies in the name of the Association in such banks or other depositories as shall be selected in accordance with these by-laws; shall keep the Board informed on a monthly basis of the financial status of the Association; shall prepare an annual budget and perform other duties as ordinarily pertain to such office or as may be prescribed or assigned by the President or the Board of Directors.

ARTICLE XI- EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

Section 11:1 The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to specific instances.  Unless so authorized by the Board, no agent or officer will have the power or authority to bind the Association by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.  Such authorization may be general or confined to specific instances.

Section 11:2 All checks, drafts, promissory notes, orders for payment of money, or other evidence of indebtedness issued in the name of the Association will be signed by the Treasurer.  Financial instruments exceeding an amount determined by the Board shall be co-signed by another officer of the Association.

Section 11:3 All funds of the Association will be deposited in a timely manner to the credit of the Association in such banks or other depositories as the Board of Directors may select.

Section 11:4 The Board of Directors may accept on behalf of the Association any contributions, gifts, bequests or devices for the public or charitable purpose of the Association.

ARTICLE XII- BOOKS, RECORDS AND REPORTS

Section 12:1 The Association will keep in its permanent files the following records:
A.  Minutes of all meetings of the Board of Directors and Executive Committee.
B.  Accurate books and records of accounts including accounts of its business transactions and properties, accounts of assets, liabilities, receipts, disbursements, gains, and losses.
C.  An updated record of its members, including their names and addresses and, if applicable, the class of membership held by each member, and the termination date of any membership.
D.  A copy of the Association bylaws as amended to date which will be open to the general membership of the Association at all reasonable times upon prior oral or written request.

Section 12:2 All names of members are to kept confidential and are only for use by the Association.  Membership lists are not to be sold or distributed to any business or organization.  Committee lists, assignments and any or all other lists generated by the Association are the sole property of the Association and are to be used for Association related business only.

Section 12:3 Every director shall have the right, at any reasonable time, to inspect and copy all books, records and documents of every kind in relation to Association business, policies or procedure, and to inspect any physical properties of the Association.

Section 12:4 Each and every member will have the right to inspect the books, records or minutes of proceedings of the membership of the Board or the Executive Committee for purposes of conducting Association business related to that member’s interests and functions.  All demands for inspection rights by any member of the Association must be submitted in writing to the Secretary no less than three (3) days prior to that inspection.

Section 12:5 The Board will furnish an Annual Report at the time of the Annual Meeting.  Copies of this report will be made available to any member who requests it in writing.  The Annual Report will contain the following information:
A.  The assets and liabilities of the Association.
B.  The expenses and disbursements of the Association.
C.  The revenue and receipts of the Association.
D.  General information on activities and programs of the Association during the past year.

Section 12:6 The Association shall provide written communication at least three (3) times per year to each member.

ARTICLE XIII- COMMITTEES

Section 13:1 Standing committees of the Association ***TO BE DETERMINED****  The standing committees may include members of the Association who are not directors.

Section 13:2 A representative of each standing committee shall report to the Board of Directors at each regular Board meeting.

Section 13:3 A nominating committee shall be appointed by the Board at least sixty (60) days prior to the annual meeting of the Association for the purpose of recruiting and approving a slate of candidates for election to expiring board positions.  Any member in good standing may submit a candidate’s name to the nominating committee.

ARTICLE XIV- FISCAL ACTIVITIES

Section 14:1 The fiscal year of the Association will run from October 1st through September 30th.

Section 14:2 The Board may commission an annual financial audit of the Association if the Board deems it to be necessary.

ARTICLE XV- PARLIAMENTARY AUTHORITY

Section 15:1 The rules contained in Roberts Rules of Order, newly revised, will 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 Association may adopt.

ARTICLE XVI- AMENDMENTS

Section 16:1 Amendments to these bylaws shall be approved at the annual membership meeting by a vote of two-thirds of the members present.