Article I - Name, Territory and Headquarters
Name
The name of this organization shall be Westlink Neighborhood Association, Inc., hereafter referred to as WNA.
Territory
The territory of WNA shall be bounded by the following Wichita, KS streets: Maple St. to 13th St. N. (N/S boundaries) and Tyler Rd. to Maize Rd. (E/W boundaries), commonly known as West Wichita,Westlink Village.
Headquarters
The headquarters of WNA shall be located at #208, 8918 W. 21st Street N., Suite 200 in Wichita, KS
Article II - Purposes
The purposes of WNA shall be to:- Enhance the livability of the designated area in its charter by establishing and maintaining an open line of communication and liaisons among the defined neighborhood and other Wichita neighborhoods, governmental agencies and other social agencies dedicated to community development and citizen health and safety.
- Provide a democratic process by which all members of the WNA may involve themselves in the affairs of the neighborhood and consistent with the charter and bylaws of its association.
- Provide means by which to communicate with residents, property owners, community groups and businesses in the defined territory directed exclusively to educational, scientific, charitable and social purposes.
- Serve to protect people, preserve freedom, provide opportunity and promote prosperity.
- Perform all the activities related to said purposes, to have and exercise all powers granted and engage in any lawful activity for which the corporation may be organized.
- Strengthen commitment to the ideals and purposes of healthy and safe community life in the designated territory and official liaisons so established within the organization.
Article III - Membership, Dues and Nondiscrimination
Regular member:
A regular member defined as any person who lives within the defined territory or owns any real property or operates a business within the defined territory or any association, nonprofit organization, fraternal or social organization headquartered within the defined territory.Associate member
An associate member defined as any person, government agency and other social agency dedicated to community development and citizen health and safety who lives outside of the defined territory but wishes to receive communication about and attend the social activities of WNA.
Associate members must complete an enrollment form to designate the title of the member (e.g. head of household, business owner, president of nonprofit, etc.), name of official representative and mailing address. Associate membership shall be approved by a majority of the board of directors.
Associate members must complete an enrollment form to designate the title of the member (e.g. head of household, business owner, president of nonprofit, etc.), name of official representative and mailing address. Associate membership shall be approved by a majority of the board of directors.
Voting
All households and property owners located within the defined territory will have one vote each to be cast during attendance at any member meeting. One representative from each household, property, association, nonprofit organization, fraternal or social organization, or business located within the defined territory will have one vote each to be cast during attendance at any member meeting. Associate members shall not have voting rights.
Annual regular member due
Regular member dues shall be voluntary, per household/entity, for an amount set by the Board of Directors.
Annual associate member dues
Associate member dues must be paid and shall be one half the amount of a regular member.
Nondiscrimination
WNA shall not discriminate against individuals or groups on the basis of race, religion, color, gender, sexual orientation, age, disability, national origin, income, political affiliation, or veteran?s status in any of its policies, recommendations or actions.
Article IV - Board of Directors
Conduct of Affairs
The affairs of the corporation shall be governed by the Board of Directors in accordance with the Articles of Incorporation and these By-Laws.
Power
The Board of Directors shall be empowered to establish policy, disburse funds, acquire and dispose of property of all kinds, plan programs, establish any and all services, institutions, groups and associations, either under its own auspices, or in conjunction with other organizations, which are deemed necessary to promote and effectuate the purposes of the corporation.
Composition
At the annual meeting, one half of the Board of Directors shall be re-elected each year. The Nominating Committee shall be appointed by the President to provide a slate of candidates at the Annual Meeting for election at that time by the membership.
Term
The term of a Director is two years. Directors shall assume their duties at the conclusion of the annual meeting. The initial Board will consist of one-half with two-year terms expiring in even-numbered years and one-half with two year terms expiring in even-numbered years. Said initial terms shall be designated for each of the initial directors.
Qualification
More than 50% attendance of the Directors shall be required to conduct business at regular or special meetings of the Board of Directors.
Removal of Directors
A director of the Board may be removed by two-thirds vote of the Board of Directors. Reasons for removal may be three consecutive unexcused absences from Board meetings or failure to carry out assigned responsibilities.
Meetings
Vacancies that occur on the Board will be appointed by the President and approved by the Board to fill the unexpired term.
Compensation
The initial directors and officers of the organization shall be selected by the original members at the organizational meeting.
Duties of the Directors
Directors duties include, but are not limited to the following:
No salary or other compensation shall be paid to any Director of the Corporation. - serve on a minimum of one standing committee
- attend all meetings
- provide oversight of the Officers and other board members
- approve publications.
Compensation
Article V - Officers
Officers
This corporation shall have the following duly elected officers:
- President
- Vice President
- Secretary
- Treasurer
Election
The officers shall be elected by the Board of Directors after the Annual Meeting or when a vacancy occurs. A Nominating Committee shall be appointed by the President for this purpose.
Term
The term of office for all officers shall be for two years and until their successors shall take office.
President
The President is the chief executive of WNA and shall preside at all member meetings and Board of Director?s meetings. The President shall be the official representative of this corporation. The President shall recommend appointments and removals from all Board committees, subject to Board approval. The President is an ex-officio member of all WNA committees other than the Nominating Committee. The President only votes during a tie.
Vice President
The Vice President shall preside in the absence of the President and assume those duties and responsibilities. The Vice President shall also perform the duties of the Treasurer and/or Secretary in the absence of these officers.
Secretary
The Secretary is the recording officer and the custodian of records. The Secretary?s duties shall include:
The Secretary shall perform the duties of the Treasurer in the absence of both the Treasurer and the Vice President.
- keep a register of WNA associate members (for mailing purposes)
- furnish committees with all papers referred to them draft written correspondence in the name of WNA
- ensure that accurate and accessible files are maintained which will contain a record of all WNA regular and Board meeting minutes and WNA Bylaws, current and archived
- transmit all approved motions and directives of the Board and member meetings and from the membership meetings to the person(s) directly concerned. This action shall be accomplished within 14 days.
The Secretary shall perform the duties of the Treasurer in the absence of both the Treasurer and the Vice President.
Treasurer
The Treasurer shall be responsible for the receipts, disbursements, and deposits of funds, and the general financial affairs of the Corporation. The Treasurer shall be responsible for submitting all bills for the Board of Directors' approval. The Treasurer shall supervise the collection and records of membership dues, and shall report the current financial condition of WNA at regular meetings and at Board meetings. The Treasurer shall make a year-end report and any other filings per local, state and federal government rules.
The Treasurer shall perform the duties of the Secretary in the absence of both the Secretary and the Vice President.
Removal of Officers
An officer may be removed from their office by a two-thirds vote of the Board of Directors. The reason for removal may be failure to carry out the assigned duties.
Compensation
No salary or other compensation shall be paid any officer of the Corporation.
Article VI - Meetings
Annual Meeting Time and Place
An annual meeting of the members will be held within two months of the end of the fiscal year at a time and place set by the Board of Directors. All members must be notified in writing of this meeting at least thirty days in advance of the meeting.
Annual Meeting Agenda
The Officers shall be responsible for preparing the agenda and the arrangements for the annual meeting. The annual meeting shall have on its agenda a Treasurer's annual report and future budget, report of year's activities from the President, report of Nominating Committee and any other items deemed necessary by the Board of Directors.
Quorum
Meetings of may be convened at the call of the Board of Directors or upon written demand submitted to the Board of Directors by at least one-fourth of the participating members.
- The notice and agenda for a member meeting shall be set by the Board of Directors and distributed to all WNA members no less than fourteen calendar days prior to the meeting.
- Only business pertaining to WNA purposes may be conducted at meetings. The President shall decide whether an item of business pertains to WNA, with such decision being subject to overturn by three fourths vote of those present.
Article VII - Elections
Board Elections
At the annual meeting, after the Treasurer's report and the President's annual report, the Nominating Committee Chair shall present the Board of Director's election slate, permit each candidate to speak for no more than 5 minutes, and then commence the election.
Election Announcement
The Board of Director positions shall be advertised in the fall edition of the WNA publication, The Link Letter.
Nominations
The Nominating Committee shall not permit a name placed on a printed ballot unless the nominee has been verified as a member and has consented to serve if elected.
Election Balloting
The Board of Directors shall be elected by secret ballot of all WNA regular members present at the annual meeting. If a tie occurs between two or more candidates, after a recount to verify such tie, a coin flip method may be used to determine the winner of the election. Individual receiving a plurality of votes shall be declared elected. Unopposed nominees shall be considered elected upon validation of nomination.
Article VIII - Committees
Committee Creation and Oversight
Preliminary work for consideration of the assembly should be done by means of
committees. The Board of Directors will approve all committees under its
jurisdiction, shall review all actions and findings of such committees, and may
direct all actions of such committees. Committees shall not have the power to
act on behalf of the Association without specific authorization from the board.
The committee types are Standing, Ad Hoc and Nominating Committee. An Ad Hoc
committee is appointed for a specific purpose at irregular intervals and exists
until the duty assigned it by the Board is accomplished.
Committee Membership
The chair of each committee shall be appointed by the President. WNA members have a right to participate in committee meetings and present their views on the subject before it.Committee Meetings
It is the duty of the committee chair to call the committee together, but, if the chairman is absent or neglects or declines to call a meeting of the committee, it is the duty of the committee to meet on the call of twenty-five percent of its members.Standing Committees and Duties
- Executive Committee -This committee shall consist of the officers of the corporation for the purpose of implementing business of an emergency nature.
- Bylaws Committee -This committee shall review the bylaws of the corporation annually and consider and prepare proposals for change to submit to the corporation at the next meeting.
- Finance Committee - This committee aids in monitoring and preparing financial reports of the corporation, including but not limited to the corporation?s annual financial report and future annual budget.
- Communications Committee - This committee prepares the WNA newsletter known as The Link Letter, as well as content for the WNA web site and any pamphlets and circulars. The committee also does marketing / public relations.
- Nominating Committee - This committee is composed of 3 persons who are appointed by the President. They prepare a slate of nominees to submit to the corporation membership at the annual meeting and a slate of nominees for officer elections after the annual meeting.
Article IX - Procedures for Proposals
Proposal Submission
Any person or group, inside or outside of the defined boundaries of WNA, or any city agency may propose, in writing, items for consideration and/or recommendation to the Board of Directors. The Board of Directors will decide whether proposed items will appear on the agenda of the Board of Directors, Committee or member meeting.
Notification
The proponent and members directly affected by such proposals will be notified of the place, day and hour the proposal will be reviewed.
Attendance
The proponent may attend this meeting to make a presentation and to answer questions concerning the proposal.
Transmitting Proposal Results
The WNA Secretary Shall submit recommendations and dissenting views as recorded from the meeting to the proponent and other appropriate parties.
Article X - Finance and Operations
Fiscal Year
The fiscal year of the corporation is January 1 to December 31.
Signatories
The President and Treasurer shall be the authorized signatories with reference to any and all WNA banking, checking or financial accounts.
Bonding
There is no requirement for directors or officers to be bonded.
Budget
The Treasurer will prepare and submit the annual financial report and a future budget proposal at the annual meeting of WNA. The annual budget, as a whole, is subject to WNA membership overturn.
Borrowing
Borrowing in the name of WNA is prohibited.
Reimbursement
Each WNA board member shall be entitled to reimbursement for any and all approved expenses incurred on behalf of WNA.
Article XI - Official Publication
Newsletter
The official publication of WNA shall be known as The Link Letter.
Other Communications
Publications such as, but not limited to, web sites, pamphlets and circulars shall be authorized by the Board of Directors.
Article XII - Indemnification of Officers and Directors
The Corporation shall indemnify any director or officer or former director or officers of the Corporation for expenses and costs (including attorney's fees) actually and necessarily incurred by that officer or director in connection with any claim asserted against him or her by action in court or otherwise by reason of being or having been such director or officer, except in relation to matters as to which such person shall have been guilty of negligence or misconduct in respect to the matter of which indemnity is sought; provided that in the event of a settlement, the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being for the best interest of the corporation. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director or officer or former director or officer may be entitled.
Article XIV - Conflict of Interest
Definition
A conflict of interest exists for a member or a board member whenever the member or board member holds a personal financial interest which would be impacted by the action or inaction of the Association on a proposal before the membership or board. A personal financial interest shall include a financial interest held by the member or board member and/or by members of their immediate family. A personal financial interest includes an ownership interest of above 5% of a business which will be impacted by the decision of the Association.
Examples of personal financial interest would include: employment by the Association; ownership of property, the use or control of which is being considered by the Association, plans to purchase property, the use or control of which is under discussion by the Association, etc.
Conflict of Interest Declaration
Whenever a member or board member determines that they have a conflict of interest relating to an item under discussion, they must inform the body (membership or board) hearing the proposal that the conflict of interest exists.
Abstention from Voting
Members or board members shall not vote on matters in which they have a conflict of interest.
Article XV - Amendments to Bylaws
These By-Laws may be amended by an affirmative vote of two-third (2/3) of the Board of Directors present and voting at the meeting of the Board called for that purpose, among others. Notice of the time, place and purpose of such meeting of the Board shall be given to the Board by mail at least thirty days prior to the meeting.
Article XVI
Should any Article, section, part thereof, amendment or any provision in these bylaws become invalid by reason of existing law, subsequently enacted legislation, decree of any court of competent jurisdiction, or any regulation of any government agency with proper jurisdiction, the remaining Articles, sections, parts thereof, amendments and provisions of these bylaws shall remain in full force and effect.
Article XVII - Dissolution
The assets of this Corporation are irrevocably dedicated to charitable purposes so that upon liquidation, dissolution, or abandonment of this Corporation, the assets will not inure to the benefit of any private person except any fund, organization, foundation, or corporation organized and operated for charitable purposes.
Proviso
The WNA, Inc. (WNAI), was formed, following preparation of a resolution for formation after 3 mass meetings held in January and February, 2007, called by Jane Byrnes. Original Bylaws were prepared by Dr. Carla A. B. Lee, Chair and Vice President and John Poettker, Member and President, WNAI. The founders of the WNAI are John Poettker, President, Carla A. B. Lee, Vice President, Christopher S. Fugarino, Secretary, and Patricia J. Ream, Treasurer, all pro tem officers. WNA was incorporated by John Poettker, President, Carla A. B. Lee, Vice President, Christopher S. Fugarino, Secretary, and Patricia J. Ream, Treasurer. WNAI was approved May 25, 2007.