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New WiW Bylaws

 Bylaws: Woodland-in-Waverly Neighborhood Association, Inc.

These are the updated Bylaws for the new century, that were adopted at  a Business Meeting at 2009 White Ave. on Tuesday, October 16th, 7 pm.

Copies can be delivered door-to-door, we think you will be impressed by the unique nature of these documents.

Article 1: Name and Character of Organization
The name of the association is Woodland-In-Waverly Neighborhood Association, Inc. It is a non-partisan, U.S. 501-C-3 charitable, non-profit, tax exempt, voluntary membership association.

Article 2: Geographic Area
Woodland-In-Waverly Neighborhood Association Inc. focuses on the neighborhood designated by Metro Nashville as the Woodland-in-Waverly Historic District plus adjacent properties along 8th Ave South. This neighborhood includes properties from Wedgewood Avenue on the north to Bradford Ave. and Cathey Street on the south, plus the Centerstone property, and from the east side of 8th Avenue South east to Interstate 65.

Article 3: Headquarters
The headquarters of the Association shall be located at such a place as the board determines. The mailing address shall be at the home of the elected Agent.

Article 4: Purpose and Activities
Section 1. Preserving our historic district as a safe and well-maintained, Metro Nashville, historic, residential neighborhood through these activities:
Fostering community through social interaction and mutual aid,
Promoting Woodland-in-Waverly as a desirable place to live,
Gathering and sharing information useful to residents,
Advising and cooperating with Metro's elected and appointed officials,
Cooperating with other organizations congenial to these purposes,
Striving to be an exemplary and empowering association of neighbors.

Article 5: Members
Section 1. Residential Members
All persons living in the Woodland-in-Waverly neighborhood shall be considered as Members of the Neighborhood Association. A request for contact information and an application for voting membership shall be delivered to each residential address in the Neighborhood every year before the Annual Meeting. Such application will give residents an option to request home delivery of association news and notices.

Section 2: Voting Members
Any person 18 years of age or over who lives in or own residential property in the Neighborhood may upon the payment of dues become a Voting Member of the Association and be eligible to serve as an Officer or Board member.

Section 3. Affiliate Members
Any person with an interest of the association including owners or operators of nearby businesses who do not live in the neighborhood or residents under the age of 18 may upon the payment of dues, become a non-voting Affiliate Member of the Association. An Affiliate Membership Application along with an Invitation to Join the Association and a Request for Neighbor's Contact Information shall be delivered to each business address in the neighborhood every year before the Annual Meeting.

Article 6: Terms of Voting Membership
Section 1. Annual Payment of Dues
The term of membership is for one calendar year. Annual dues are payable on January 1.

Section 2. Amount Annual Dues
Dues are set by a vote of the Members as a Policy.

Section 3. Notice of Dues Payable
The Board will deliver a reminder to each member each year of the amount and date that dues should be paid. Voting memberships will continue into the new year and beyond until 30 days after such dues notice has been delivered.

Section 4. Waiver of Dues
An individual’s dues may be waived by a vote of the board.’

Article 7: Conducting Meetings
Section 1: Parliamentary Authority
All business meetings of the membership, the Board and Committees shall be conducted in accordance with “Roberts Rules of Order, Newly Revised.”

Section 1. Quorum
Fifteen (15) percent of the Voting Members shall constitute a quorum necessary for the transaction of business.

Section 2. Majority Rule
A majority vote of Voting Members present and voting is required to take action.

Article 8: Types of Meetings:
Section 1. Business Meetings:
A minimum of four (4) Business Meetings including Annual Meeting shall be held each calendar year to deal with an announced agenda and any new business introduced from the floor.
The agenda, format, location and time of Business Meetings may be determined by the Board.
Special Business Meetings shall be called by the President or Board upon receipt of a written request from at least ten (10) percent of the Voting Members stating the purpose for which the meeting is to be called.
Notice of each Business Meeting shall be sent to each Voting Member at least fourteen (14) days in advance with the time, place and agenda of the meeting. The delivery methods may include mail, email or hand delivery to the home.
All meetings are open to the public.

Section 2. Annual Meeting with Elections:
The Annual Meeting is a Business Meeting that includes the Annual Elections of Officers and other Board members.
The Annual Meeting is scheduled for the second Sunday in November at 5 pm. However, the Board may set an alternative time and date within the first 14 days of November if residents are warned at least one full calendar month in advance. In case the announced meeting needs to be adjourned or postponed, the Board must notify all residents of at least 7 days in advance of the rescheduled meeting.
Notice of the Annual Meeting and Elections shall be delivered to each residence in the Neighborhood at least fourteen (14) days in advance with the time, place and agenda of the meeting. (Also see Article 5: Section 1 re: application for voting membership.)

Section 3: Neighborhood Social Events:
The Board may delegate the authority and responsibility to plan and host Social Events to a Committee. Invitations to each shall be delivered by mail or hand to all neighborhood homes at least seven (7) days in advance stating the time, place and protocols of the event. Invitations shall also be sent to all Members of the neighborhood newsgroup or email list

Section 4: Public Information Meetings:
The agenda, format, location and time of each may be determined by the President or Board. Meetings shall also be called by the President or Board upon receipt of a written request from at least ten (10) percent of the Voting Members stating the purpose for which the meeting is to be called. Notice of each shall be delivered by mail or hand to all neighborhood homes at least 24-hours in advance stating the time, place and purpose of the meeting. Notice shall also be sent to all Members of the neighborhood newsgroup or email list.
 
Article 8: Officers and Duties

Section 1. Officers
The officers of the Association shall consist of a President, Vice President, Secretary, Treasurer and Agent.

Section 2. Duties of Officers
A. President shall:
Preside at the meetings of the Members and Board,
Act as Manager of the association for the Board and Members in between meetings,
Appoint Committee Chairs and Members as needed with Board approval. (Art.11,Sec.1).

B. Vice President shall:
Perform the duties of President in the absence of the President.
Assist the President and any Board member needing help in fulfilling their duties,
Inform the Board if the duties of any Board member are not being fulfilled.

C. Secretary shall:
1. Record minutes of all Board and Member meetings and maintain them along with all relevant documents in a permanent Minutes Book to be archived.
2. Maintain and keep current a Policies Handbook of all Association policies proposed by the Board and adopted by the Voting Members along with copies of supporting documents.


D. Treasurer shall:
Maintain both savings and checking accounts in one bank in Nashville.
Collect dues and member applications and maintain a roll of Voting Members.
Receive and deposit all funds of the Association in the bank.
Distribute the funds of the Association for expenses approved by the Board.
Maintain and keep current the financial records of the Association. .
Report to the Board and Members in writing at their meetings.

E. Agent shall
1. Receive and distribute mail sent to the Association-at-large.
2. Provide Officers with the necessary forms for filing the required annual State and Federal tax reports.

Section 3.
Duties of the Officers may be temporarily amended by a vote of the members as a matter of policy to reflect the interests capabilities and commitments of the elected Officers.

Section 3. Election of Officers
If one or more of the offices cannot be filled, the election may go forward with a partial slate of Officers. The newly elected Officers may choose to appoint additional members to the Board to help fulfill the duties of the vacant offices.
 
Article 9: Board
  Section 1. Membership of the Board shall include:
The five Officers of the Association. 
The most recent past President of the Association not on the Board,
Public Relations Coordinator
Crime Watch Coordinator
Codes & Historic Watch Coordinator.
Any other such individuals as the Board determines is necessary.

Section 2. Term of Office for Officers and other Board members:
The term of office is one year from December 1 through November 30.

Section 3. Duties of the Board
Conduct and manage the affairs of the Association,
Act as a Steering Committee to review and suggest association policies,
Seek nominations and appoint Officers and Board Members to fill vacancies on the Board in between the elections at the Annual Meetings. (See Art. X, Sec.3.)
Advise the President on the formation and composition of committees.

Section 4: Board Meetings
The Board shall meet in conjunction with each member meeting. Attendance at Board meetings may be restricted to Voting Members. .

Section 5. Quorum and Majority
A majority of the Board shall constitute a quorum and a majority of Board members present and voting shall be sufficient for any action of the Board.  

Article 10: Nominations, Elections, and Vacancies
  Section 1. Nominations by the Nominating Committee
A Nominating Committee shall be appointed by the President and/or the Board in September from among the list of Voting Members, excluding current Board Members, to recruit a slate of Officers and other Board members to be announced and distributed to Members in October and presented for election at the Annual Meeting in November.

Section 2. Nominations by Voting Members
Voting Members may make other nominations anytime in a letter to the Board, and/or by email to the membership email list, and/or from the floor at any Business Meeting including the Annual Meeting in November.

Section 3. Elections of Officers and Board Members
The Officers and Board Members shall be elected at the Annual Meeting in November and take office on December 1. If one or more of the Officers or Board positions cannot be filled at the time of the Annual Meeting, the elections may go forward with a partial slate of Officers and Board members.

Section 4. Vacancies on the Board
Whenever a vacancy on the Board occurs at a time other than shortly before the regularly scheduled Annual Meeting, this vacancy shall be announced in writing to Members, nominations from Voting Members shall be solicited, and a special election will be set for the next scheduled business meeting. If there are no nominations from Members, the Board shall appoint a member at this meeting to fill the vacancy. .

Section 6. Removal from Office
An Officer of Board Member may be removed from office:
For cause by a two-thirds vote of Voting Members at a Business Meeting providing notice has been furnished to the Voting Members at least fourteen (14) days in advance.
Automatically for unexplained absences at three consecutive Board meetings.

Article 11: Committees
Section 1. Appointment of Committee Chairs and Members
The President has the authority and responsibility to appoint committee chairs and committee members as needed. Additionally, Voting Members may nominate Members, including themselves, to any committee. The Board has the final authority to act on such additional committee appointments.

Section 2. Standing Committees and Duties
The Association shall have the following Standing Committee:
Steering Committee: Includes the elected members of the Board and other Members appointed by the President and/or Board. Individual Members may volunteer or nominate other Members to the Steering Committee. The Board has the authority to act on such nominations.
Article 13: Amendments and Revisions to these Bylaws
Section 1. Frequency of Revisions and Amendments
These Bylaws may not be revised as a whole more often than once in any two year period. Amendments of limited scope may be proposed by the Board as needed but no more than once a year.

Section 2. Bylaws Study Committee
Members interested in a complete Bylaws revision or an individual amendment may initiate such action by requesting that the President and Board appoint a Bylaws Study Committee at the next Business Meeting or within 30 days, whichever is sooner. Such bylaws Study Committee will then report to the Board at the next Board Meeting or within 30 days whichever is sooner.

Section 3. Board Recommendations.
The Board then has a maximum of 30 days to act upon the Study Committee’s recommendations, announce a Business Meeting to report upon their recommendations, and deliver a meeting notice to all Voting Members at least 14 days in advance.

Section 4. Voting by Members on Bylaws Revisions or Amendments:
These by laws then may be revised, amended or repealed by a two-thirds vote of Voting Members present at a meeting called for that purpose that is attended by 25 percent of the Voting Members.

Article 14: Association Operating Policies
Section 1.
The Secretary is responsible for maintaining and archiving a Policies Handbook of the Association’s current operating policies. (See Article VIII, Section 2, Paragraph c)

Section 2.
The Board is responsible for submitting proposed policy changes to the Voting Members for approval and will announce this in the announced agenda. (See Article IX, Section 3, Paragraph b)

Section 3.
No proposed Policy may be presented to the Voting Members for adoption that has not previously been studied and recommended by the Board or the expanded Board acting as a Steering Committee and then subsequently warned to the Voting Members in a meeting agenda. If the Board is not able or does not wish to study a proposed Policy, then the issue will be submitted to a standing or special committee of Voting Members for consideration with instructions to report back to the Board with findings and recommendations.

Article 15: Dissolution of the Association
If the Association is dissolved either by vote or inaction of the Members, the assets of the Association will accrue to the capital improvements account for the Centerstone facility at 2400 White Ave., Nashville, Tenn., 37204, and be dedicated towards neighborhood recreational and meeting facilities.

2844, 2879, 2291, 2295, 2279, 2445, 2398, 2415 words.