Wingspread Neighborhood Assoc.

Wingspread NA Revised BY - LAWS

Ariticles 1 to 12

Wingspread Neighborhood Association


BY - LAWS

(Revised - Final - 8-28-02)

Article I
Name and Purpose

The name of the corporation shall be Wingspread Neighborhood Association, Inc. The "Association" is organized and shall be operated exclusively for the charitable, non-profit purpose to improve and beautify the Wingspread neighborhood; to educate members about safety, help in the prevention of residential crime, serve as a majority voice on neighborhood issues and promote community involvement.

Article II
Boundaries

The Association shall include all homes in the Wingspread Housing Addition (Sections 1-7).
These sections include S.W. 90th Street (North), S.W. 97th Street (South), S. May Avenue (East),
Land Avenue (West), and any additional areas as they might expand within these boundaries.

Article III
Membership

Section 1. Membership Composition. There shall be one class of membership that requires the payment of annual dues. A member is considered to be in good standing when dues have been paid in full for the current year. This membership shall be voting and is limited to one membership per household. Membership is voluntary and open to any resident, 18 years or older, interested in the purposes and goals of the Association and living within the boundaries as defined in Article II.

Section 2. Dues. Annual dues, not to exceed $25.00, will be charged to all members. Dues are required to be paid by January 1 at the beginning of the membership year. The officers of the Association with a three-fourths majority vote of the entire membership will set these dues.

Section 3. Term of Membership. Term of membership shall be one year in duration starting January 1 and ending December 31 of the membership year. Memberships are transferable to the new home owner.

Article IV
Officers/Directors, Duties

Section 1. General Powers. The affairs of the Association shall be generally managed by the Officers/Directors of the Association. However, approval of any expenditure over $300.00 shall require the approval of the majority of members at the regular, special or annual meetings.

Section 2. Number. The Officers/Directors of the Association shall be a President, Vice-President, a Secretary, and Treasurer, each of whom shall be elected by the Neighborhood Association members. The membership may elect a Parliamentarian and such other officers or assistants, as it shall deem necessary. The same person except the offices of President and Vice-President may hold any two or more offices.

Section 3. Election and Term of Office. The Officers/Directors of the Association shall be elected annually by the Neighborhood Association membership at the annual meeting. Each officer shall hold office for one membership year, unless removed, and until his successor has been duly elected. Officers can serve a maximum of two consecutive terms in the same office.

Section 4. Removal. Any Officer/Director elected by the membership may be removed by a vote of a three-fourths majority of members of the Association whenever, in their judgment, the best interests of the Neighborhood Association would be served thereby.

Section 5. Vacancies. A vacancy occurring in any office because of death, resignation, removal, or otherwise may be filled or appointed by the Officers/Directors of the Association for the un-expired portion of the term.

Section 6. President. The President shall be the principle executive officer of the Association and shall in general supervise and control all of the business and affairs of the corporation. They shall preside at all meetings of the membership in which the Association is involved.

Section 7. Vice-President. In the absence of the President or in the event of their inability or refusal to act, the Vice-President shall perform the duties of the President and when so acting, shall have all 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/her by the President or by a majority vote of the officers of the Association.

Section 8. Secretary. The Secretary shall record the minutes of all meetings of the members and the Officers/Directors in one or more books provided for the purpose, maintain a current membership roster and a complete copy of the associations By-Laws. Shall see that all notices are duly given in accordance with the provisions of these by-laws, shall be custodian of the Association records; and in general, shall perform all duties incident to the office of Secretary including such other duties as from time to time may be assigned by the President.

Section 9. Treasurer. The Treasurer shall be responsible for all funds and securities of the Association, keep accurate accounts, receive and deposit all such monies in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the Provisions of Article VII of these by-laws; and in general, perform all the duties incident to the office of the Treasurer including such other duties as from time to time may be assigned by the President of the Association. The Treasurer shall record regular itemized reports of all transactions, the financial records of the association shall be audited annually at the close of the membership year by a group of not less than three association members not holding any elected position.

Section 10. Compensation. The Officers/Directors, any committee chairperson, committee member, or member of the Association shall not receive any payment for their services as representatives of the association.

Article V
Meetings

Section 1. Annual Meeting. There shall be an annual meeting of the membership. The annual meeting shall be held on the first Tuesday in the month of October.

Section 2. Regular Meetings. The President or other officer of the Association will schedule regular meetings. There shall be a minimum of one regular meeting every quarter during the membership year.

Section 3. Special Meetings. Special meetings may be called by the President, other officers of the Association, or any member in good standing.

Section 4. Location of Meetings. Meetings shall be held within a reasonable traveling distance of the neighborhood.

Section 5. Notice of Meetings. Notice of all meetings shall be written, stating the date, time and location of the meeting. This notice must include a purpose and agenda. This notice shall be delivered not less than five days or more than 30 days before the date of the meeting either personally, by mail, email, signs posted near the neighborhood entrances or listed on the neighborhood website.

Section 6. Voting. Voting by members on decisions brought before a meeting will be deemed approved by a majority vote. A majority is defined as a majority of the members present at the meeting.


ARTICLE VI
Committees of the Association

Section 1. Number. The President shall appoint committees as deemed necessary. One person shall chair each committee and all members will serve a one-year term. Committee chairpersons may select additional committee members to assist them in performing their duties.
Article VII
Contracts, Checks, Drafts, Deposits, Gifts

Section 1. Contracts. The Officers/Directors of the Association are authorized by these by-laws to execute and deliver any instrument in the name of the Association, and such authority may be general or confined to specific instances. This includes but is not limited to such contracts as necessary for the general upkeep of the Association greenbelt areas and seasonal replacement of plants, trees, shrubs, etc. However, expenditures of funds in excess of $300.00 shall require the approval of the majority of current members of the Association attending the regular, special or annual meetings.

Section 2. Checks, Drafts, Etc. All checks, drafts, other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association, shall be signed by two of the officers of the Association and in such manner as shall from time to time be determined by resolution of the Officers/Directors of the Association.

Section 3. Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Officers/Directors of the Association may elect. The Treasurer must make known in their records the locations of all accounts and funds of monetary value that are the property of the Association.

Section 4. Gifts. The Officers/Directors of the Association may accept on behalf of the Association any contribution, gift or bequest for the general purposes or for any special purpose of the Association. The Treasurer must record all gifts.

Article VIII
Books and Records

The Association shall keep correct and complete books and accurate records of account. The Association shall also keep minutes of the proceedings of its Officers/Directors, and shall keep at its registered or principal office a record giving the names, addresses and telephone numbers of the Officers/Directors representing the Association.

Article IX
Dissolution of the Corporation

Section 1. Dissolution. Dissolution of the corporation will be provided by a vote of a 3/4 majority vote of the membership.

Section 2. Disbursement of Remaining Funds. Upon dissolution of the corporation, the Officers/Directors of the corporation shall, after paying or making provisions for the payment of all liabilities of the corporation, dispose of all other assets exclusively to an organization(s) organized and operated exclusively for charitable, educational, or scientific purposes. Any such organization shall qualify as an exempt organization under local, state, and federal laws.

Article X
Parliamentary Authority

The rules contained in the current addition of Robert's Rules of Order (newly revised) shall govern the association in all cases in which they are applicable. Rules that are adopted by the association, which are inconsistent with Robert's Rules of Order (newly revised), will govern the association meetings.


Article XI
Amendment to By-Laws

These by-laws may be altered, amended or repealed and new by-laws may be adopted by the membership at any regular or special meeting of the membership as long as the meeting notice contains an explanation of the proposed change or changes. Prior to such alterations, amendments or repeals of the new by-laws, they must be posted for at least two weeks prior to being voted upon. Voting on amendment changes or new by-laws will require a three-fourths majority vote.


Article XII
Miscellaneous

Section 1. Fiscal Year. The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year.

Section 2. Indemnity. Each Officer/Director of this Association, including such person's heir and personal representatives, made a party to action, suit or proceeding or against whom a claim of liability is threatened, asserted or commenced by reason of the fact that such person was or is an Officer/Director of the Association, shall be indemnified and held harmless by the Association against all judgments, fines, amounts paid on account thereof (whether in settlement or otherwise) and reimbursed for all expenses, including attorney's fees, actually and reasonably incurred by the person in connection with the defense of any action, suit, proceeding, or claim, whether or not the same proceeds to judgment or is settled or otherwise brought to a conclusion, provided that no person shall be indemnified or reimbursed for costs or expense arising out of the person's dishonesty with the Association, his willful malfeasance or gross and reckless disregard of such person's duty.
The indemnification provided above is not exclusive, but in addition, any person who is or was an Officer/Director of the Association shall be entitled to all reimbursement and indemnity provided by or under applicable provisions of the Oklahoma Business Corporations Act as now in effect or as hereafter amended.

IN WITNESS WHEREOF, we, being the Officers/Directors of the WINGSPREAD NEIGHBORHOOD HOME OWNERS ASSOCIATION, have hereunto set our hands this ____________________day of ___________, 20____.


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President – Mike Eaton

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Vice-President – Shane Labeth

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Secretary – Lynn Fowler

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Treasurer – Floyd Cottle