Governance - Robinwood Neighborhood Organization

Robinwood Neighborhood Organization

Bylaws Revised October, 2017

Article I: Mission Statement

The mission of the Robinwood Neighborhood Organization is to enhance the quality of the neighborhood; encourage communication, cooperation and friendliness among the residents; keep residents informed through direct and online communication; maintain and increase the spirit of security and beauty in the community; and express the interest and opinions of all residents to the local government. Section 1 Name: The name of this organization shall be the Robinwood Neighborhood Organization. Section 2 Purposes:

To enhance the livability of the area by establishing and maintaining an open line of communication and being a liaison between the neighborhood, government agencies and other neighborhoods.
To provide an open process by which all residents of the neighborhood may involve themselves in the affairs of the neighborhood.

Article II: Membership Qualifications

Membership in the Organization shall be open to all residents ages 18 and over. A resident shall be defined as anyone who resides or owns property within the boundaries of Robinwood Addition as laid out and platted by C & R Corporation. Section 1 Membership Voting: Each household within the neighborhood boundaries shall have one vote each to be cast during attendance at any general or special meeting. Section 2 Membership Duties: The duties of the members shall be to volunteer to serve on committees and to serve in any other capacity, including serving as elected officers or board members of the organization.

Article III: Dues

Members are expected to pay annual dues toward the common expenses of the Robinwood Neighborhood Organization. Voluntary contributions will be accepted, supplemental or in addition to annual payment of membership dues. Activities to raise funds may be held if deemed appropriate by either the membership or the board pursuant to a 2/3 majority vote as provided by these bylaws.

Article IV: Membership Meetings

Section 1 General Membership Meetings: There shall be at least one general membership meeting yearly. The meetings shall be convened any day decided upon by the majority vote of the board of directors. Notification for general meetings shall require seven (7) days advance written, electronic, or telephonic notice to active members of the Organization. Section 2 Special Membership Meetings: Special meetings of the membership may be called by the President or the board of directors as deemed necessary. Notification and purpose(s) of the special meeting shall require written, electronic, or telephonic notice to members of the Organization. Section 3 Agenda: Subject to the approval of the board of directors, the President shall prepare the agenda for general and special meetings of the membership. Any member may make a motion to add an item to the board, general or special agendas at those respective meetings. Adoption of that motion requires a second and majority vote. Section 4 Quorum: A quorum for any general or special meeting shall be the number of members in attendance. Unless otherwise specified in these bylaws, decisions shall be made by a majority vote of those members present at any meeting. Section 5 Participation: Any general, special, board or committee meeting is open to any member and all who may wish to be heard. However, only those eligible for membership are entitled to vote. All actions or recommendations of the general or special meetings shall be communicated to all affected parties. Section 6 Procedures: 1. Letters or statements on behalf of the Organization will require board approval before dispatch. 2. The Organization shall follow Robert’s Rules of Order in all areas not covered by the bylaws.

Article V: Board of Directors

Section 1 Number of Board Members: There shall be at least 6 and no more than 12 members. In the event that membership of the Organization is unable to fill the minimum number of board positions, the membership will vote to disband the organization. Section 2 Terms of Office: Each director with the exception of the President and Treasurer shall hold office for a minimum term of one (1) year for which he/she is elected or appointed and until his/her successor shall have been elected or appointed to take office. Section 3 Eligibility for Board Service: Only dues-paying Organization members are eligible to serve on the Board of Directors. Section 4 Duties of Board Members: The affairs of the Organization shall be managed by the board in the interim between general meetings. The board shall be accountable to the membership; shall seek the views of those affected by proposed policies actions before adopting recommendations on behalf of the Organization; shall be responsible for management and enforcement of the policies and procedures of the Restrictions, Conditions, and Limitations (Covenants) of Robinwood Sections I-VIII; and shall strictly comply with these bylaws. Section 5 Election of Board Members: Board members shall be elected annually by a vote of the membership at its annual meetings. The names of all candidates for the board shall be placed in nomination. In the event two or more names are proposed for a position, secret written ballots shall be issued for voting for board members. Election requires a majority vote of the members present. Section 6 Board Vacancies: The board may fill any vacancy on the board by a majority vote of the board in cases involving absences by a board member from three (3) consecutive meetings. A member appointed to fill a vacancy shall serve the remainder of the unexpired term and until his/her successor is elected or appointed. Section 7 Duties of Board Officers:

President – the President shall prepare the agenda and preside at meetings of the board and membership; shall appoint members of committees not elected, with a majority approval of the board. The president will be responsible for filing the annual Indiana Business Entity Report with the Secretary of State in July of each year. The President shall serve a minimum term of one year as President, and one year as Past-President as an at-large board member.
Vice President – the Vice President shall assist the President; in the President’s absence, the Vice President shall function as the President.
Secretary – the Secretary shall keep the minutes and written records of majority and minority opinions expressed at all meetings; shall coordinate all communication and correspondence of the Organization to the membership and Board of Directors; shall make and maintain records of the Organization available for inspection for any proper purpose at any reasonable time.
Treasurer – the Treasurer shall be held accountable for all organization funds. The Treasurer shall give a written accounting of the current balance outstanding, disbursements made since the last board meeting, disbursements still outstanding, and member contributions or other association funds deposited since the last board meeting at each general meeting and meeting of the Board of Directors. The Treasurer shall receive, keep safe, and disburse Organization funds, but such disbursement shall require prior approval of the board for expenditures of $100.00 or more. The Treasurer shall serve a minimum of a two-year term.
Board members – at-large members shall inform the board and the Organization of activities of their areas of responsibility. In the event of vacancies of board officer positions, duties and responsibilities of the vacant positions will be shared and rotated among existing board members.

Section 8 Board Meetings: The board shall meet prior to any general meeting and at other times the President may designate. These meetings may be open session; however, only board members shall be entitled to vote. A quorum for board meetings shall be the number of board members in attendance; decisions shall be made by a majority vote for regular Organization business. Directors shall be notified of board meetings by written electronic, or telephonic communication at least 3 days in advance. A majority of board members, by signed petition, may call a board, general or special meeting. Section 9 Voting Outside of Board Meetings: Any motions for voting occurring outside of regular board meetings shall also require a majority of all board members. Board members shall respond written, or telephonic notice of votes within three (3) days. Section 10 Proxy Voting: If a board member will be absent for a meeting and wishes to have another board member vote for him/her by proxy, the absent board member must provide written notification to the entire board at least two (2) days in advance of the scheduled meeting. Section 11 Reimbursement for Expenses: Any requests for reimbursement must include the RNO reimbursement form along with all original receipts. The form must be submitted to the Treasurer or designee within 30 days of the expense. Amounts over $100 require approval by the Board of Directors before purchase is made.

Article VI: Committees

The board shall establish both standing and ad hoc committees as it deems necessary. Committees shall make recommendations to the board for board actions. Committees shall not have the power to act on behalf of the Organization without specific authorization from the board.

Article VII: Conflict of Interest

Section 1 Definition: A conflict of interest exists for a member or board member whenever the member or board member holds a personal financial interest, which will be impacted by the action or inaction by the Organization on a proposal before the membership or board. A personal financial interest includes a financial interest held by the member or board member and/or by members of their immediate family. A personal financial interest includes, but is not limited to, an ownership interest above 5% of a business, which will be impacted by the decision of the board or the membership. Examples of personal financial interest would include, but is not limited to: Employment by the Organization; ownership of property the use or control of which is being considered by the Organization; plans to purchase property the use or control of which is under discussion by the Organization, work subject to financial remuneration performed on behalf of the organization, etc. Section 2 Declaring the Conflict of Interest: Whenever a member, board member, or the board determines 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. Section 3 Abstention from Voting: Members or board members shall not vote or persuade other board members to vote on matters in which it is determined they have a conflict of interest.

Article VIII: Grievance Procedures

Section 1 Eligibility to Grieve: A person or group adversely affected by a decision or policy of the Organization may submit in writing a complaint to any member of the board of directors. Section 2 Complaint Receipt: Within seven (7) days of receipt of the complaint, the board shall arrange with the petitioner a mutually acceptable place, day and hour for a review of the complaint, and will, in writing, within thirty (30) days recommend a resolution of the grievance to the board. Section 3 Final Resolution: The board shall attempt to resolve the complaint and shall submit a report of their recommendations and/or action to the complainant to the membership. If the board and petitioner cannot reach agreement, final resolution of the complaint shall be by a vote of a majority of the membership at a general or special meeting.

Article IX: Procedure for Consideration of Proposals

Section 1 Submission of Proposals: Any person, group, or city agency, inside or outside the boundaries of the Organization my proposed in writing items for consideration and/or recommendation to the board. The board shall decide whether proposed items will appear on the agenda of either the board, standing or special committees or general or special meetings. Section 2 Notification: The proponent and members directly affected by such proposals shall receive written, electronic, or telephonic notification of the place, day and hour the proposal shall be reviewed not less than seven (7) days in advance. Section 3 Attendance: The proponent may attend this meeting to make a presentation and answer questions concerning the proposal. Section 4 Dissemination: The Organization shall submit recommendations and dissenting views as recorded from the meeting to the proponent and other appropriate parties within thirty (30) days.

Article X: Public Meetings/Public Records Requirement

The Organization shall abide by all Indiana statutes relative to public meetings and public records. Official action(s) taken must be on record or part of the minutes of each meeting. The minutes shall include a record of attendance and the results of any vote(s) taken.

Article XI: Non-Discrimination

The Organization will not discriminate against individuals or groups on the basis of race, color, sex, sexual orientation, age, disability, national origin, income or political affiliation in any of its policies, recommendations or actions.

Article XII: Adoption and Amendment of Bylaws

All amendments to these bylaws must be proposed in writing and submitted to members at a regular or special meeting of the Organization. Adoption of and amendments to these bylaws and other changes to the governance structure to the Organization shall require a two-thirds (2/3) vote by the members present at a regular or special meeting.