1st Amended Bylaws of
Willow Wood Neighborhood Association
March 16, 2010
Article I. Name and Boundaries
Sec. 1 – Name. The name of this organization shall be the Willow Wood Neighborhood Association, which will be referred to in these Bylaws as “the Association.”
Sec. 2 – Boundaries. The Association shall encompass an area north of Blondo Street, west of 120th Street, east of 132nd Street, and south of Corby Street between 132nd and 127th Streets, south of Erskine Circle between 123rd and 121st Streets, and south of 120th Avenue Circle between 121st and 120th Streets. This area will be referred to in these Bylaws as “the Neighborhood.”
Article II. Purpose
Sec. 1 – Purpose. The purpose of the Association is to seek to enhance and improve the quality of life in the neighborhood through encouragement of communication and relationships among residents, in matters of public services, environmental protection, crime prevention, and participation in the civic life of Omaha.
Article III. Membership
Sec. 1 – Eligibility. Any person residing within the boundaries of the Neighborhood by virtue of ownership or lease/rental agreement and any person or organization residing outside the boundaries of the Neighborhood but has an interest in the Neighborhood is eligible for voting membership (a “Voting Membership” or “Voting Member”). A Voting Member is also eligible for office provided the Voting Member satisfies the criteria for office in Articles VI and VII. Voting Memberships are limited to one vote per household or organization regardless of the number of properties owned in the Neighborhood.
Sec. 2 – Transferability. Membership in the Association is not transferable and may not be assigned.
Sec. 3 – Resignation. Any member may resign by filing a written resignation with the Secretary of the Association.
Article IV. Dues
Sec. 1 – Amount. Annual dues shall be set annually by the Association’s Board of Directors. Dues shall be paid on or before the date of the Annual Meeting of Members.
Article V. Meetings of Members
Sec. 1 – Annual Meeting of Members. The Association’s Annual Meeting of Members shall be held on the third Tuesday in the month of March of each year for the purpose of electing the Board of Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the Annual Meeting of Members shall be on a legal holiday in the State of Nebraska, such meeting shall be held on the next succeeding business day.
Sec. 2 – Special Meetings of Members. Special Meetings of Members may be called by a quorum of the Board. Notice of any Special Meeting of Members, stating the purpose for which the meeting is called, shall be given to the Board by the Secretary not less than seven (7) days in advance of the meeting. Special Meetings of Members shall be open to the public, with notice given to the public not less than (7) days prior to the meeting by whatever means the Board deems appropriate.
Sec. 3 – Quorum. Ten of the Association’s Voting Members shall constitute a quorum of the Members.
Sec. 4 – Voting. Each Voting Member shall have the right to cast one vote as prescribed in Article III, Sec. 1. A simple majority of a meeting of Voting Members, at which a quorum is present, will rule on any agenda item.
Sec. 5 – Place of Meeting. The Board of Directors shall designate the place of meetings of members.
Article VI. Board of Directors
Sec. 1 – Elections. Functions of the Association shall be administered by a Board of Directors (the “Board”) whom the Voting Members shall elect by majority vote at the Annual Meeting of Members. The Board shall consist of a minimum of four (4) and a maximum of eight (8) Voting Members who reside within the boundaries of the Neighborhood by virtue of ownership or lease/rental agreement (“Resident Directors”). The Board may include up to two (2) Voting Members who reside outside the boundaries of the Neighborhood but have an interest in the Neighborhood (“Interested Directors” and, together with Resident Directors, the “Directors”). Directors will be elected for a two-year tenure and shall serve until their successors are duly elected. Four (4) Resident Directors and up to two (2) Interested Directors will be elected annually. At the Association’s first election, four (4) one year Resident Directors and four (4) two year Resident Directors shall be elected. Directors may be reelected.
Sec. 2 – Eligibility. Any Voting Member eighteen (18) years of age or older is eligible to be elected to the Board pursuant to Section1 of this Article VI.
Sec. 3 – Regular Board Meetings. The Board will meet immediately after the Annual Meeting of Members and as often as the Board deems necessary at a time and location determined by the Board. The Board meetings will be open to the public and announced seven (7) days prior to the meeting by whatever means the Board deems appropriate.
Sec. 4 – Special Board Meetings. Special Board Meetings may be called by the President or by a majority of the Directors. Notice of any Special Board Meeting, stating the date, time, location, and purpose for which it has been called, shall be given at least seven (7) days in advance.
Sec. 5 – General Powers. The Association shall have all powers granted by Nebraska law. It shall also have the power to undertake, either alone or in partnership with others, any lawful activity which may be necessary or desirable for the furtherance of any or all purposes for which the Association is organized.
Sec. 6 – Specific Powers. In addition to the general powers granted above, the Board of Directors shall also have the power to elect Officers, including a President, a Vice-President, a Secretary, and a Treasurer. The Board shall direct the spending of all monies received by the Association and establish such committees as deemed necessary.
Sec. 7 – Removal. Any Director, including appointed Directors, may, for any reason, at the Board’s sole discretion, be removed by a two-thirds vote of those present at a duly held meeting of the Board of Directors. Such Directors may be subject to removal for failure to attend three regularly scheduled Board meetings.
Sec. 8 – Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining Directors. A Director elected to fill a vacancy shall be elected for the un-expired term of his or her predecessor in office.
Sec. 9 – Quorum. One-third of the actual number of Directors then serving shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Sec. 10 – Voting. The act of the majority of the Directors present at a meeting at which a quorum is present, as stated in the section immediately preceding, shall be the act of the Board of Directors.
Sec. 11 – Place of Meeting. The Board of Directors may designate the place of Board Meetings.
Article VII – Officers
Sec. 1 – Officers. The Officers of the Association shall consist of a President, Vice-President, Secretary, and Treasurer, each of whom shall be elected by the Board of Directors.
Sec. 2 – Election, Term of Office, and Vacancies. The Officers of the Association shall be elected annually by the Board of Directors at the meeting of the Board of Directors held after each Annual Meeting of Members. Resident Directors shall be eligible to be an Officer of the Association. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be held. An election to fill a vacancy may occur at any Regular Board Meeting or Special Board Meeting.
Sec. 3 – Removal. The Board of Directors, by an affirmative vote of a majority of the Directors of the Board, may remove any Officer or agent who contravenes the authority expressly delegated him or her by the Board or for any cause deemed appropriate by the Board.
Sec. 4 – Duties. Officers shall perform such duties as are prescribed by applicable law, these Bylaws, and the Board of Directors.
Sec. 5 – President. The President shall preside at all meetings of the Association. He/she shall also appoint all committees and committee chairpersons. The President shall also work together with the Treasurer to manage the budget, as well as sign all checks for the Association.
Sec. 6 – Vice President. It shall be the duties of the Vice-President to preside at all meetings of the Association in the absence of the President. The Vice President shall also assume the role of President for the unexpired term upon resignation. The Vice President shall assist the President and other Officers of the Association with other duties as directed.
Sec. 7 – Secretary. The Secretary shall notify members of all meetings and special events. The Secretary shall also prepare minutes of meetings and keep the official copy of the Association’s Bylaws on file, as well as all other necessary correspondence.
Sec. 8 – Treasurer. The Treasurer shall be a custodian of all funds of the Association, collect all dues appropriately, and keep an accurate account of all funds received on a ledger. The Treasurer will also pay all expenses approved by vote in Regular Board Meetings by the majority of the Directors present and sign checks drawn on the Association’s account. The Treasurer, along with the President, has the authority to sign checks. The Treasurer will also be responsible for the keeping of an itemized account of all receipts and disbursements and render a report at all meetings. The Treasurer shall furnish a copy of the Treasurer’s report to the Secretary at all meetings.
Article VIII – Standing Committees and Special Task Forces
Sec. 1 – Establishment. The Board may approve the establishment of Standing Committees and Special Task Forces and shall designate a chairperson or chairpersons for each such Standing Committee or Special Task Force created. The work of the Standing Committees and Special Task Forces shall be subject to review by the Board, who must vote on and authorize any major public activity. Chairpersons of any Standing Committees or Special Task Forces shall not be entitled to vote at a Board meeting unless they are a duly elected Director or were appointed to the Board to fill a vacancy. A quorum of Standing Committees and Special Task Forces shall consist of those present at any meeting.
Article IX – Contracts, Loans, Checks and Deposits
Sec. 1 – Contracts. The Board of Directors may authorize any Officer or Officers to enter into any contract or execute and deliver any instruments in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
Sec. 2 – Loans. No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless specifically authorized by a written resolution of the Board of Directors.
Sec. 3 – Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, issued in the name of the Association, shall be signed by the President and Treasurer of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors. Two signatures shall be required for all checks drawn on an Association’s account.
Sec. 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 the Board of Directors may select.
Article X – Amendments
Sec. 1 – Amendments. These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted by the Board of Directors at any meeting called by the Board of Directors for such purpose. Any of such changes or adoption of new Bylaws shall be ratified by a majority of the Voting Members present at a duly held meeting of the members called for this purpose, before such changes or new Bylaws shall be in force and effective.
Article XI – Indemnification
The Association may indemnify any Officer or Director, or former Officer or Director, his heirs or assigns, for any and all judgments, settlement amounts, attorney fees and litigation expenses incurred by him by reason of his having been made a party to litigation due to his capacity or former capacity as Officer or Director of the Association. The Association may advance expenses where appropriate. Payments of Indemnification must be reported at the next Annual Meeting of Members. The provisions of this section also apply to any cause of action arising prior to the adoption of these Bylaws.
The rights of indemnification are not exclusive. An Officer or Director is not entitled to indemnity if the cause of action is brought by the Association itself against the Officer or Director, or it is determined in judgment that the Officer or Director was derelict in the performance of his duties, or had reason to believe his action was unlawful. No Director, trustee or any uncompensated Officer of the Association shall be personally liable to the Association or its members for monetary damages for conduct as a Director, trustee, or any uncompensated Officer provided that this Article shall not eliminate the liability of a Director, trustee, or any uncompensated Officer for any act or omission occurring prior to the date when this article becomes effective.
Article XII – Waiver of Notice
Sec. 1 – Waiver. Whenever any notice is required to be given, pursuant to the law of the State of Nebraska or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
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These Bylaws were adopted as the Bylaws for The Willow Wood Neighborhood Association, a charitable organization organized under the laws of the State of Nebraska, at an organizational meeting of the Association held on the 2nd day of December, 2008.
These Bylaws were first amended at a duly held meeting of the Association held on the 16th day of March, 2010.
By: THE WILLOW WOOD NEIGHBORHOOD ASSOCIATION BOARD OF DIRECTORS