Bylaws

<body topmargin=0 leftmargin=0 marginheight=0 marginwidth=0> <table cellpadding=0 cellspacing=0 border=0><tr> <td valign="top" colspan=2 height=90 BGCOLOR="#003399" TEXT="#080000" bgproperties="fixed" background="12700660erkjxk.png"> <div> <FONT SIZE="5" COLOR="#FFFFFF" FACE="Times New Roman" ><B>Saint Anthony West Neighborhood Organization</B></FONT><B>     |     </B><A HREF="index.htm" TARGET="_top" TITLE="Saint Anthony West Neighborhood Organiza"><U><B>home</B></U></A></div> <div>                                                   </div> <bR> <div> </div> </td> </tr><tr> <td valign="top" width=210 BGCOLOR="#FFFFFF" TEXT="#080000" bgproperties="fixed" background="12c64643.png"> <div> <B><IMG SRC="14e9e6e0.png" border=0 width="158" height="110" ALIGN="BOTTOM" HSPACE="0" VSPACE="0"></B></div> <bR> </td> <td valign="top" height=390 BGCOLOR="#FFFFFF" TEXT="#080000"> <div> BY-LAWS OF THE ST. ANTHONY WEST </div> <div> NEIGHBORHOOD ORGANIZATION. INC. </div> <div> (STAWNO INC.) </div> <bR> <div> ARTICLE I.<B> </B></div> <div> PURPOSE </div> <bR> <div> 1.) <U>ORGANIZATION AND POWER: </U></div> <div> The St. Anthony West Neighborhood Organization, Inc. (STAWNO INC.) shall; review urban renewal plans and proposals as they affect this area; shall provide leadership and stability by working with the residents and existing agencies, for<I> </I>the purpose of up-grading and maintaining the residential character of the neighborhood; shall promote interest in zone changes or laws that affect the neighborhood; </div> <div> shall provide a forum for resident participation by arranging and conducting neighborhood meetings. </div> <bR> <DIV ALIGN="LEFT"></DIV> <div> ARTICLE II. </div> <div> MEMBERSHIP </div> <bR> <div> 2.1) <U>QUALIFICATIONS OF MEMBERS. </U></div> <div> All persons 18 years of age or more, who are legal residents or property owners, shall be eligible as members of STAWNO INC.  In addition, business tenants of the St. Anthony West Renewal area shall be eligible to designate one representative per business as a member of STAWNO INC. </div> <bR> <DIV ALIGN="LEFT"></DIV> <div> ARTICLE III </div> <div> VOTING </div> <bR> <div> 3.1)  <U>VOTING RIGHTS. </U> </div> <div> All qualified members shall have the right to vote at the annual and special membership meetings by signing the official attendance register. Each member shall have one (1) vote. There will be no voting by proxy. </div> <bR> <DIV ALIGN="LEFT"></DIV> <div> ARTICLE IV. </div> <div> MEETINGS </div> <bR> <div> 4.1)  <U>ANNUAL MEETINGS. </U></div> <div> The annual membership meeting of STAWNO INC. shall be held on Thursday of the third week of March each year and shall convene at 7:00 P.M. for no more than 3 hours. The meetings may be ex- tended for a specified period by a motion requiring approval of 2/3 of the members in attendance. The purpose of the meeting shall be: </div> <div> a) To give a resume or the. activities of the Project Area Committee (PAC) for the past year; </div> <div> b) To elect the eleven (11) members Board of Directors (BOD) and four alternate Directors; </div> <div> c) To deal with any specified items on the meeting~ agenda as designated in the official meeting   </div> <div>      notice; </div> <div> ) To consider any other items of importance that may be presented by the membership. </div> <bR> <div> 4.2)   S<U>PECIALMEETINGS OF THE GENERAL MEMBERSHIP </U></div> <div> Special general membership meetings for any specified purpose relating to the neighborhood may be called by presenting in writing to the Secretary of STAWNO INC. a signed petition by: </div> <div> a) the chairperson and two (2) directors (or alternates) </div> <div> b) five (5) directors (or alternates), or </div> <div> c) fifty (50) qualified members of STAWNO INC. </div> <div> The group requesting a special meeting shall be obligated to attend and present to the Secretary, a petition and statement of purpose and intended resolution. The meeting shall. be limited to the published agenda on the official meeting notice. </div> <div> A special roll-call of the petitioners shall be made following the reading of the statement of purpose and resolution. The meeting shall be held in no less than two (2) weeks from the date of presentation of the petition to the Secretary of STAWNO INC. Meetings shall not be held or scheduled on Saturdays, Sundays, or legal holidays. </div> <div> The meeting notice for Special Membership meetings shall be </div> <bR> <div> delivered to all residents and businesses in the St. Anthony West Neighborhood eight (8) days prior to the meeting.  This notice will specify the time, place, and purpose of the meeting.  If the meeting is for amending the Articles of Incorporation or the By-Laws such changes shall be published verbatim. </div> <bR> <div> 4.3)  S<U>PECIAL MEETINGS - BOARD OF DIRECTORS (BOD). </U></div> <div> A special meeting of the BOD shall be called upon presentation of a signed petition to the Secretary of STAWNO INC. by: </div> <div> a) the chairperson and two (2) directors (or alternates), or </div> <div> b) five (5) directors (or alternates). </div> <div> The meeting shall be limited to the specific purpose noted in the petition unless 2/3 of the directors present agree to allow additional items to the agenda. </div> <div> The notice for special meetings of the BOD shall be made at least five (5) days in advance by the Secretary.      </div> <bR> <div> 4.4)  <U>REGULAR MEETING - BOARD OF DIRECTORS. </U></div> <div> The regular meetings of the BOD of STAWNO INC. shall be at 7:30 P.M. of the second Thursday of each month. The meeting shall be scheduled for no more than two (2) hours unless agreed to extend for a specified period of time by 2/3 of the BOD members in attendance. </div> <bR> <div> 4.5)  <U>QUORUM. </U></div> <div> A quorum shall exist at any general membership meeting, if twenty-five (25) members of STAWNO INC. are present. A quorum shall exist when at any BOD meeting seven (7) directors or alternates are present. </div> <div> 4.6)  <U>MOTIONS. </U></div> <div> Any motion other than amendments to the By-Laws or Articles of  Incorporation shall be adopted when approved by a majority of qualified members voting (unless otherwise specified by the By-Laws). </div> <bR> <DIV ALIGN="LEFT"></DIV> <div> ARTICLE  V.</div> <div> BOARD OF DIRECTORS </div> <bR> <div> <U>5.1)  COMPOSITION  </U></div> <div> The business of STAWNO INC. shall be conducted by a board or </div> <bR> <div> eleven (11) Directors and four (4) alternates, each of whom shall have been qualified members of the organization for six (6) months prior to their election (or appointment) as a Director. The four (4) alternates shall be seated on the BOD, and in the absence of a Director, the highest ranking alternate will vote in his/her place. </div> <bR> <div> 5.2) <U>TERM OF OFFICE. </U></div> <div> The term of office of all Directors shall be for one (l) year commencing with their nomination and election at the annual meeting of STAWNO INC. The eleven (11) nominees receiving the greatest </div> <div> number of votes shall be designated as Directors. The next four (4) nominees receiving the greatest number of votes shall be designated first, second, third, and fourth Alternate Director respectively. </div> <bR> <div> 5.3) <U>ORGANIZATION. </U></div> <div> The organization meeting of the BOD shall be held no later than the regular monthly meeting of the Board following the annual meeting of STAWNO INC. At this meeting, officers of the PAC shall be elected after the duties and compensation have been enumerated and ground rules for operation of the PAC shall be discussed and established. </div> <bR> <div> 5.4)  <U>VACANCIES. </U></div> <div> Vacancies on the BOD shall be filled by the highest ranking alternate.  The members of the BOD, though less than a quorum, may fill additional vacancies by selecting from the roster of candidates who received the greatest number of votes at the annual meeting. </div> <bR> <DIV ALIGN="LEFT"></DIV> <div> ARTICLE VI. </div> <div> OFFICERS </div> <bR> <div> 6.1) EN<U>UMERATION OF OFFICERS. </U></div> <div> There shall be four (4) officers of the BOD and they shall be elected by a simple majority of the Board. Their titles shall be chairperson. vice-chairperson. Secretary and treasurer-bookkeeper. Only Directors may be officers. </div> <bR> <div> 6.2)  TERM </div> <div> Each officer of the Board shall be elected annually and shall hold office until the next annul election of Directors, unless he/she shall resign or shall be disqualified to serve by action or the Board. </div> <bR> <div> 6.3)  <U>DUTIES OF THE OFFICERS. </U></div> <div> Chairperson - the chairperson shall preside at all meetings of the BOD and at all meetings of. the members; shall see that Orders and Resolutions of the Board are carried out; shall appoint an election committee for the purpose of registration, distribution, and counting of the voting ballots. The chairperson cannot commit STAWNO INC. to any obligations, financial or otherwise, without formal action of the BOD. </div> <div> Vice Chairperson - the vice- chairperson shall act in the place of the chairperson in the event of his/her absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required by the Board. </div> <div> Secretary - the secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; serve notice of all meetings; be responsible for composing and distributing the bi-annual letter and meeting notices; co-sign checks; keep the Corporate Record or folder; and shall perform such other duties as may be required by the Board. </div> <div> Treasurer-Bookkeeper - the .treasurer-bookkeeper shall be responsible for all monies entrusted to him/her; co-sign checks; keep proper books of account; affect an annual audit of the corporation's </div> <div> books, to be made by a public accountant at the completion of each fiscal--year, and monthly financial reports to the Housing and Redevelopment Authority. </div> <bR> <DIV ALIGN="LEFT"></DIV> <div> ARTICLE VII. </div> <div> AMENDMENTS </div> <bR> <div> 7.1) <U>ADOPTION. </U></div> <div> Amendments to the By-Laws or Articles of Incorporation of STAWNO INC. shall be signed and presented in writing to the Secretary for action by the BOD. The BOD shall act-on the amendment at their next regular meeting. They shall submit the amendment at the annual or special meeting of the general membership (Article 4.2) of STAWNO INC., giving its recommendation regarding the change.  </div> <bR> <div> A two-thirds (2/3) majority of all members present and voting will be required to adopt any changes by amendment to these By-Laws or to the Articles of Incorporation. </div> <bR> <DIV ALIGN="LEFT"></DIV> <div> ARTICLE VIII. </div> <div> ROBERTS RULES </div> <bR> <bR> <div> 8.1)  <U>GUIDELINES. </U></div> <div> In areas where policy is unclear, Roberts Rules of Order shall govern. </div> <bR> <bR> <bR> </td> </tr></table></body>