Neighborhood Association Bylaws

ARTICLE I - Name

The name of this Association shall be the Sauk Creek Neighborhood Association, Inc., hereinafter referred to as the Association.

ARTICLE II - Geographic Area

The term Sauk Creek shall refer to the lands included in the original plat of Sauk Creek, the First Addition to Sauk Creek and the Second Addition to Sauk Creek, in the City of Madison, Dane County, Wisconsin.

ARTICLE III - Purpose

The purpose of the Association shall be:

1. To develop a cohesive neighborhood community in Sauk Creek through appropriate activities and services.

2. To provide a neighborhood community mechanism for the landowners and residents of Sauk Creek to raise and respond to the interests and needs of the landowners and residents of Sauk Creek, both within Sauk Creek and its environs.

3. To engage in any lawful activity within the purposes for which a non-stock, non-profit corporation may be organized under the law.

ARTICLE IV - Membership

Section 1 - Eligibility: All persons age eighteen (18) and over who are either owners or residents of a single family or duplex lot in Sauk Creek shall be eligible for membership in the Association. Membership shall be voluntary. Persons owning a security interest in a lot shall not be eligible for membership. In the case of a land contract, the land contract vendee, and not the land contract vendor, shall be eligible for membership.

Section 2 - Membership Fees: The membership fee for each calendar year shall be established by the board for each eligible person, except that when a lot in Sauk Creek is owned by two or more eligible persons, there shall be a single membership fee for said landowners, and further except that when a (duplex) lot in Sauk Creek is resided upon by two or more eligible persons, there shall be a single membership fee for said residents.

Section 3 - Membership conditions: Any person who is eligible to become a member of the Association shall become a member of the Association by paying the membership fee.

Section 4 - Termination of Membership: Membership in the Association shall cease upon his, her, or its failure to pay the yearly membership fee on or before March 31 of each year or upon his, her, or its failure to remain either a landowner in or resident of Sauk Creek. Any member may resign, provided, however, that the membership fee paid by a member resigning from the Association shall not be refundable.

Section 5 - Membership Certification: The list of the treasurer of the Association of members of the Association serves as the certified list of members.

ARTICLE V - Voting Rights

Section 1 - General Voting Rights: Each member, except as set forth below, shall have two (2) votes, providing that the member has paid the membership fee for the calendar year in which the vote is being taken, and further providing that the vote under consideration takes place more than ten (10) days subsequent to the payment of dues.

Section 2 - Split Voting Rights:

A. Subject to the restrictions stated in Section 1 above, if a member is a resident of Sauk Creek, but not a landowner in Sauk Creek, then the member shall have one (1) vote; and similarly, if a member is a landowner in Sauk Creek, but not a resident of Sauk Creek, then the member shall have one (1) vote.

B. Subject to the restrictions stated in section 1 and Section 2 (A) above, where two or more members derive their eligibility from ownership of the same lot in Sauk Creek or residence upon the same lot in Sauk Creek, the members shall be considered for voting purposes as one member. In such case, each such member-person shall have a pro-rata fractional vote.

Section 3 - Multiple Lot Ownership: No member may have more than two.(2) votes, regardless of the number of lots in Sauk Creek owned.

ARTICLE VI - Membership Meetings

Section 1 - Place and Notice of Meetings: All membership meetings shall be held in Sauk Creek, or at such other convenient place in the City of Madison as the Board of Directors may determine. The secretary of the Association shall give five (5) days' written notice of any such meeting to each member, except. twenty-one (21) days' written notice shall be given of the annual meeting. The notice shall state the time and place of such meeting and the purpose(s) of such meeting. Failure to receive notice shall not affect the validity of such meeting nor the proceedings thereat. For the purpose of giving notice to the members, the member list of the treasurer of the Association as of December 1 of each year shall be considered to be the certified list of members. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her last known address as appears on the records of the Association with postage thereon prepaid. In lieu of such notice, notice may be given by publishing the same one each week for two (2) consecutive weeks in a newspaper published in Madison, Wisconsin.

Section 2 - Annual Meeting: The annual meeting of the members shall be held in the fall of each year.

Section 3 - Special Meetings: Special meetings of the members may be held upon direction of the President of the Association, the board of directors, or upon direction in writing by not less than twenty-five (25) members.

Section 4 - Agenda: Items to be considered at the annual meeting or any special meeting may be specified by the President of the Association, by the Board of Directors, or upon direction in writing of not less than twenty-five (25)'members; except the election of the Board of Directors shall be held at the annual meeting.

Section 5 - Proxy Voting: Voting by proxy shall be allowed. Where a member has split voting rights pursuant to Article IV, Section 2 above, such member may vote the total vote of all those upon authorization of such member(s).

Section 6 - Quorum: Members present or proxy sufficient to cast one fourth (1/4) of the total outstanding vote shall constitute a quorum.

Section 7 - Officers of the Meetings: The presiding officer of all membership meetings shall be the president of the Association, or in his or her absence, the vice-president of the Association, or in his or her absence, the secretary of the Association, or in his or her absence, the treasurer of the Association. If all such officers are absent, the membership shall elect a presiding officer for that meeting from those members in attendance as the first order of business.

Section 8 - Order of Business: The order of business at the meetings of the membership shall be

  1. Call of the roll.
  2. Reading of the notice of the meeting.
  3. Presentation and approval of the minutes of the last previous meeting.
  4. Presentation and approval of the report of the treasurer.
  5. Presentation and action on reports of officers, the board of directors and committees.
  6. Election of the board of directors (annual meeting only).
  7. Old business.
  8. New business.
  9. Adjournment.

ARTICLE VII - Board of Directors

Section 1 - Number, Qualification, Tenure, and Purpose: The Association shall be governed by a nine (9) person board of directors. An election by the membership at the annual meeting shall take place if more than nine persons are nominated to serve on the board. The board of directors shall govern the Association to fulfill the policies stated in the bylaws and as directed by the membership.

Section 2 - Geographic Distribution: It is the intent of the Association that members of the board shall be representative of and shall reside throughout Sauk Creek.

Section 3 - Nomination and Election of Board: Any known slate of candidates shall be attached to the notice of the annual meeting. Nominations shall be accepted from the members attending the annual meeting. The candidates receiving the highest number of written ballots cast at the meeting shall be declared elected as the members of the board for the vacancies existing. In case of a tie vote between those candidates receiving the lowest number of votes, there shall be an immediate run-off election

Section 4 - Regular Meetings: Regular meetings of the board shall also be held in Sauk Creek or such other convenient place in the City of Madison as the board may designate at least every ninety (90) days. The secretary of the Association shall give at least three (3) days notice, either orally or in writing to all board members of any regular meeting, including the time, place, and purpose(s) of such meeting. Failure to receive such notice shall not affect the validity of such meeting or the proceedings thereat. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, unless the director attends a meeting and objects thereat to the transaction of any business because the meeting is not lawfully called or convened.

Section 5 - Special Meetings: A special meeting of the board may be held in Sauk Creek, or such other convenient place in the City of Madison as may be directed, by the president or vice-president of the Association or by any two (2) directors. Except when there is unanimous consent of all members of the board, the secretary of the Association shall give at least three (3) days' notice, either orally or in writing, to all board members of any special meeting, including the time, place and purpose(s) of such meeting. Failure to receive notice shall not affect the validity of such meeting or the proceedings thereat. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, unless the director attends a meeting and objects thereat to the transaction of any business because the meeting is not lawfully called or convened.

Section 6 - Quorum: A quorum for the transaction of business at any regular or special meeting of the board shall be a majority of the board, but a majority of those present shall have the power to adjourn the meeting to a future time.

Section 7 - Removal of Directors: The membership of the Association or the board may call a special meeting of their respective bodies for removal of a director. Removal shall be by majority vote of those present at the meeting.

Section 8 - Vacancies: Vacancies on the board shall be filled by the board at any regular or special meeting. The person(s) so selected shall serve until the expiration of the term of office of the board member whose position it is necessary to fill.

Section 9 - Order of Business: The order of business at the meetings of the board shall be:

  1. Call of the roll.
  2. Reading of the notice of the meeting.
  3. Presentation and approval of the minutes of the last previous meeting.
  4. Presentation and approval of the report of the treasurer.
  5. Presentation and action on reports of officers and committees.
  6. Election of officers (at the regular executive board meeting following the annual membership meeting).
  7. Old business.
  8. New business.
  9. Adjournment.

Section 10 - Officers of the Meetings: The presiding officer of all board meetings shall be the president of the Association, or in his or her absence, the vice-president of the Association, or in his or her absence, the secretary of the Association, or in his or her absence, the treasurer of the Association. If all such officers are absent, the board shall elect a presiding officer for that meeting from those board members in attendance as the first order of business.

ARTICLE VIII - Officers

Section 1 - Designation and Election: The officers of the Association shall be a president, vice-president, secretary and treasurer, who shall be elected by the board at the first regular meeting of the board following the annual meeting of the members, for a term of one year and shall hold office until their successors are duly elected and qualified. The board, by majority vote of the directors, shall have the right to remove any officer from office and to fill vacancies as they may occur for the unexpired portion of the term. No one shall be eligible to be an officer who is not a member of the board and any officer who ceases to be a member of the board shall cease to be an officer as soon as his or her successor is elected and qualified.

Section 2 - Duties of President and Vice-President: The president shall preside at all board's and member's meetings; shall have general supervision over the affairs of the Association and over the other officers; and countersign all checks. The president shall perform all duties as are incident to the office. In case of the absence or disability of the president, such duties shall be performed by the vice-president.

Section 3 - Duties of Secretary: The secretary shall issue notice of all board and members' meetings, and shall attend and keep minutes of the same; shall have charge of all Association books, records, and papers; and shall perform all such other duties as are incident to the office.

Section 4 - Duties of Treasurer: The treasurer shall have custody of all money and securities of the Association. The treasurer shall keep regular books of account and shall submit them, together with all vouchers, receipts, records and other papers to the board for examination and approval as often as the board may require. The treasurer shall sign all checks of the Association and shall perform all such other duties as are incident to the office.

ARTICLE IX - Committees and Block Captains

Section I - Committees: The president of the Association, with the approval of the board, may establish such committees, identify their respective purposes, and shall appoint such committee members as may be determined necessary to accomplish the purposes of the Association. The chairperson of each such committee shall be a member of the board.

Section 2 - Block Captains: Within thirty (30) days after the annual meeting of the membership, all members residing on each street within Sauk Creek shall select a block captain and advise the board of such election. The board may subdivide streets within Sauk Creek for the purpose of election of block captains. When the members residing on a street have failed to elect a block captain, the board may appoint a block captain until the next annual meeting. Block captains shall be members of the Association as a condition of their office. The block captains shall disseminate and collect information. It is the intent of the Association that whenever practical, no member of the board shall be a block captain.

ARTICLE X - Finance

Section 1 - Depository: The funds of the Association shall be deposited in such financial institution as the board shall direct and shall be withdrawn only upon the check or draft of the Association signed by the treasurer and countersigned by the president.

ARTICLE XI - Amendments

Section 1 - Procedure: Amendments to these bylaws may be made by not less than a two-thirds (2/3) majority vote of those members present and voting at any annual or special meeting of the membership, except that this article and Article XIII can' be amended only by two-thirds (2/3) majority vote of the membership.

ARTICLE XII - Compensation

No salaries or compensation shall be paid to any officer of the Association.

ARTICLE XIII - Termination

Section 1 - Procedure: The Association may be terminated by not less than a two-thirds (2/3) majority vote of the membership.

Section 2 - Distribution of Funds: Upon termination of the Association, no funds of the Association shall be distributed to any member. At the time of termination of the Association, the funds of the Association, after payment of all outstanding obligations of the Association, shall, by the resolution terminating the Association, pass to a like organization.