BY-LAWS OF THE ANDERSONVILLE SOUTH NEIGHBORHOOD ASSOCIATION
(1986, revised 2005)
Article I Name
The name of this corporation shale be the Andersonville South Neighborhood Association (ASNA).
Article II Statement of Purposes and Goals
Section 1. The purpose of ASNA is to create a community organization which will encourage civic and educational activities in order to promote physical improvements and communications within the neighborhood bounded by:
NORTH: The south side of Foster Avenue
WEST: Ravenswood Avenue, east of the Metra tracks
SOUTH: The north side of Winnemac Avenue
EAST: The west side of Ashland Avenue
The goals of ASNA are several; included therein are:
the maintenance and improvement of the physical environment of this neighborhood;
the enforcement of existing zoning ordinances and building codes, and the revision thereof by elected officials when necessary;
the protection and safety of persons and property in this community through adequate police and fire protection;
the provision, through community gatherings, for every individual to know his/her neighbors; and
the instillation in all of a sense of community pride and well-being, thus making south Andersonville a friendly community and good place to live.
Section 2. ASNA shall exercise such functions, not inconsistent with the goals and purposes authorized by its Articles of Incorporation and any amendments thereto, as the Board of Directors may from time to time deem proper.
Section 3. The Directors, by an affirmative vote of the majority of the Board, shall determine from time to time individuals and organizations to which aid shall be extended by ASNA. Such aid may be withdrawn at any time by a vote of the majority of the Board.
Article III Members
Section 1. There will be three (#) classes of members:
FULL: any person residing and/or owning property within the geographical boundaries of ASNA. These persons can serve on the Board of Directors.
ASSOCIATE: people neither living in nor owning property within the geographical boundaries of ASNA. These persons cannot serve on the Board of Directors.
Both the above memberships retain full voting privileges except as described herein.
HONORARY: persons so deemed by the Board of Directors; however they are exempt from all voting privileges and membership on the Board.
Members may be expelled for such reasons and at such times and in such manner as may, from time to time, be determined by the Board of Directors.
Section 2. Dues for voting classes of membership shall be for annual periods, the renewal date to be determined by the Board of Directors. Those paying dues in the interim shall be considered members in good standing until the next renewal date. The dues shall be set on a sliding scale as decided by the members, and may be waived in some cases at the discretion of the Board.
Article IV Board of Directors
Section 1. The Board of Directors shall consist of not less than three (3) persons who are current full Members in good standing. Directors shall be elected by the Members at the last quarterly or any special meeting called for that purpose and shall hold office for one year or until their successors have been elected and qualified. In any case a Board member shall not hold office for more that two (2) years in succession.
Section 2. In the case of the refusal, inability or neglect of any Director to perform his or her duties, or in the case of death or continued absence from at least three (3) consecutive meetings, the Board of Directors may, by a vote of the majority of the Board, to remove such Director and elect a successor who shall hold office for the unexpired term and/or until a successor has been elected.
Section 3. The Board of Directors shall hold meetings at least quarterly, and whenever the same shall be called by the President and any two (2) Directors.
Section 4. A majority of the Board of Directors shall constitute a quorum for the transaction of all business. All elections shall be determined and all questions shall be decided by a majority of those Board members present.
Article V Officers
Section 1. The officers of ASNA shall consist of a President, Vice-President, Secretary and Treasurer. The term of all officers shall be one year beginning immediately upon their election and continuing until their respective successors have been elected. The officers shall be elected at the first meeting of the Board of Directors held within thirty (30) days of the annual meeting of the Members. Officers may serve no more than two (2) consecutive terms.
In the event that there are only three (3) members of the Board of Directors, only the offices of Vice-President and Treasurer may be held by one person. If there are more than three (3) members of the Board of Directors no one person may hold more than one office.
The President shall preside at all meetings; in his or her absence this work will be carried out, respectively, by the Vice-President, Treasurer, or Secretary.
Section 2. In the event of the death, resignation, absence, disability, or refusal of the President to discharge his or her duties, the Vice-President shall assume this task or, if this office is vacant, the Treasurer, until such time as a new President is elected at a special or regular meeting of the Board of Directors.
Section 3. The Treasurer shall receive all monies for ASNA, which he or she shall deposit in ASNA’s name in a bank so designated by the Board of Directors. The Treasurer shall keep books containing a detailed account of all monies received or expended, and will report on the condition of the treasury at all Members and Board of Directors meetings.
At the expiration of his or her term the Treasurer shall deliver all books and paper belonging to ASNA and in good condition to his or her successor.
Article VI Meetings
Section 1. The last quarterly meeting of the Members shall be held on the second Tuesday of December of each year at a place designated by the Board of Directors, five (5) days’ prior notice having been sent by paper or e-mail to all Members.
This meeting will be the Annual Meeting.
Section 2. At the quarterly meetings, the President and Treasurer shall give a complete accounting of all work completed since the last meeting, all income and expenses, and a current financial statement.
Quarterly meetings shall be held on the second Tuesday of the designated month, or as otherwise selected by the Board of Directors.
Section 3. The President or Board of Directors may call special meetings as needed. All Members will receive at least three (3) day’s prior notice by paper or e-mail.
Section 4. At any meeting, ten (10) Members shall constitute a quorum. If there is no quorum, the Members present may adjourn the meeting until a quorum is secured. All elections and all questions shall be decided by a majority vote of the quorum.
Article VII Nomination/Election of Officers and Board of Directors
Section 1. The Board of Directors shall create a Nominating/Election Committee each year. The purposes of this committee shall be to
Solicit applications for Officers and the Board of Directors
Determine eligibility of all candidates by certifying they are Members in good standing
Prepare the slate and present it to the Board of Directors no later than the second (2nd) Tuesday in January
Prepare election and campaigning guidelines for candidates
Prepare and distribute ballots, the newsletter being an acceptable vehicle for this, at least thirty (30) days prior to the quarterly Members’ election meeting
Tally all votes at that meeting, including absentee ballots, and announce the winners
The Nominating/Election Committee shall consist of not less that three (3) Members in good standing, selected by the Board of Directors at its quarterly meeting prior to the quarterly meeting for election of officers. The Nominating/Election Committee may not include more than two members of the Board. It may not include anyone running for President but may include those running solely for a position of the Board.
In the event a member of the Nominating/Election Committee subsequently stands for election, he or she will be replaced by the Board.
Section 2. The Nominating/Election Committee shall establish its own procedures, subject to approval of the Board. These will include, but are not limited to, public announcements and publicly inviting persons to apply for positions.
Section 3. In the case of grievances or charges of unethical behavior, the Board may appoint an ad-hoc Grievance Committee. The decision of this committee shall be final.
Section 4. Elections will be held only if the number of candidates exceeds the number of Board positions to be filled. In the event there is no contest for any position, no election shall be help and the slate be declared the winners by acclimation.
The Nominating/Elections Committee shall dissolve after informing the Members of the results.
Section 5.The election of officers shall be held on the second (2nd) Tuesday of March.
Section 6. Board vacancies between elections shall be filled on nomination and majority vote of the current Board members. The person thus chosen shall serve until the next regular election.
Article VIII Executive Committee
Section 1. The Executive Committee shall consist of the Officers, Chairs of standing committees, and additional members as the Board may select. The Executive Committee shall have such powers and duties as the Board may decide.
Section 2. Fifty percent (50%) of the Executive Committee shall constitute a quorum.
Article IX Amendments to Articles of Incorporation
Section 1. Subject to the provision of Section 2 below, the Articles of Incorporation may be amended at any quarterly meeting called for that purpose, by the affirmative vote of a majority of the entire Board.
Section 2. Article VIII of the Articles of Incorporation may not at any time be amended in any manner to authorize the corporation to possess any purposes which are inconsistent with the present purposes contained in Article VIII, provided, however, that this restriction shall not apply to any amendment authorizing the corporation to engage in any activity permitted under the IRS 501 (c) (3) code.
Article X Amendment of By-Laws
Section 1. Any proposed change or amendment to the By-Laws must be distributed, by paper and/or e-mail, to the general membership at least two weeks before the vote on such changes. If there is objection by ten (10) or more Members then it shall come to a vote of the full membership at the next quarterly meeting. Passage shall depend on a majority vote of a quorum.
If there is no objection then a majority vote of the Board shall prevail.
Section 2. Article IX, Section 2 of these By-Laws may not be amended at any time.
Article XI Reports
An Annual Report shall be issued each year by the most-recently retired Executive Committee in the first (1st) newsletter of the next calendar year.
Article XII Dissolution of Corporation
Section 1. Should ASNA dissolve, its assets shall be distributed to one or more 501(c) (3) tax-exempt charities, or to the local, state, or federal government, for a public purpose.
Section 2. Any such assets not so disposed shall be disbursed by the Court of Common Pleas in Cook County, exclusively for such purposes as the Court shall determine.