Bylaws

ARTICLE I-NAME

The name of this organization shall be the Ravinia Neighbors Association (the “Association”). 

ARTICLE II-GEOGRAPHIC AREA

Although concerned with the needs and viability of all of Highland Park, Illinois, the Association has specifically designated as its primary area of concern the southeast corner of Highland Park, including the Ravinia and Braeside school districts.

ARTICLE III-PURPOSE

It is the purpose of the Ravinia Neighbors Association to formally come together to preserve and enhance the unique character of our district. The Association shall interact with neighborhood residents, private institutions and businesses, service providers, and governmental, cultural, civic, and religious organizations to maintain and improve our neighborhood.

ARTICLE IV-MEMBERSHIP

Section 1.

Membership is open to anyone who subscribes to the Purpose of the Association.

Section 2.

There shall be three classes of Members:

(a) Residential Members, defined as adult residents (18 and over) of a household that is located within the geographic area designated above.

(b) Associate Members, defined as owners or operators of a business or professional practice within the geographic area, or individuals outside of the geographic area who own property within the geographic area. . In the event that an individual meets criterion for both Residential and Associate classes of membership, the person shall be classified as a Residential Member. 

(c) Affiliate Members, defined as any person who takes an interest in the Ravinia community, and pays annual dues, but does not reside, own property or operate a business in Ravinia. Affiliate Members may not hold any Board position or vote on any RNA business including elections.

Section 3.

A Member shall be considered a member in good standing for each fiscal year (July 1 to June 30) upon receipt of payment of dues. Dues are to be paid annually by July 1, the beginning of the fiscal year. The amount of the dues shall be set by the Governing Board of the Ravinia Neighbors Association (the “Governing Board”). 

Section 4.

Only one Member of each household may hold office in the Association at any given time.

Section 5.

Associate Members and Affiliate Members cannot hold office in the Association unless an exception is approved by the Governing Board. 

Section 6. 

Non-Members with special expertise may be invited to serve on committees, but they may not vote or hold office. 

Section 7. 

The Association shall neither distribute nor sell the Association’s mailing list (names, addresses, phone numbers, e-mail addresses) nor any part of it to outsiders, with the exception of a name and address list which, from time to time, may be given to the appropriate staff of the City of Highland Park and Park District so that Association Members can receive notices from the city/park district of matters relevant to the Ravinia neighborhood that are not distributed to all residents as part of the city or park district’s normal distribution plan. 

ARTICLE V-GOVERNING BOARD

Section 1.

The affairs of the Association shall be managed by the Governing Board. The Governing Board shall be composed of the following elected Board Members who shall be Residential Members in good standing of the Ravinia Neighbors Association, or Associate Members as approved for candidacy by the Governing Board: a. President or Co-President b. Vice President or Co-President c Publicity and Membership Director d. Recording Secretary e. Treasurer f. Six other Board Members At Large

Section 2. 

The Governing Board shall be elected by a majority of those Members in good standing who respond to e-mailed voting forms sent by the Board Member designated to do so by a majority of the Board. The mailing shall list the slate of the proposed governing board for approval each year with announcement of results at the following board meeting. Governing Board positions are open to all members as specified in Article V, Section 1, with names to be listed by the Secretary. 

Section 3. 

Each elected Board Member shall serve for a one-year term, coinciding with the fiscal year of the Association. No person shall hold more than one position simultaneously. 

ARTICLE VI-DUTIES OF BOARD MEMBERS

Section 1.

The President shall preside at all General Membership and Governing Board meetings. The President shall coordinate the work of the Governing Board and committees in order that the purpose of the Association shall be fulfilled. The President shall set the agenda for all meetings. The  Treasurer is authorized to sign checks for the Association in amounts up to $200.00. Approval by the Governing Board is required for amounts over this. 

Section 2.

The Vice President shall, in the absence of the President, perform his or her duties and shall perform such other duties as may, from time to time, be assigned by the President or Governing Board.

Section 3.

The Publicity and Membership Director shall be responsible for all general correspondence, press releases, and media contacts of the Association. The Publicity and Membership Director shall be responsible for distributing the agenda and notices for all General Membership meetings. The Publicity and Membership Director shall be responsible for processing Membership Applications and maintaining the Membership database. The Publicity and Membership Director shall prepare an alphabetical listing of all Members qualified to vote, based on that year’s Membership Application Forms.The Publicity and Membership Director shall solicit agenda items from all board members and, accordingly, shall prepare each agenda for all Governing Board meetings (with final approval of the President) and distribute to members with the invitation to attend. 

Section 4.

The Recording Secretary shall maintain an accurate record (minutes) of all Governing Board meetings and provide this information  to the Publicity and Membership Director for use on our website and for distribution to members as part of the invitation to attend monthly meetings. These minutes need to be presented to the Governing Board at least 2 weeks prior to the next board meeting for review and corrections as deemed necessary. Passage of these minutes are to be voted on and approved at the next board meeting.

Section 5. 

The Treasurer shall maintain all financial records of the Association, indicating both the amount and source of receipts and of disbursements. A Treasurer’s Report shall be presented at all Governing Board meetings. Copies of the Treasurer’s Report shall be available to Members in good standing upon request. The Treasurer is authorized to sign checks for the Association in the amounts of less than $200.. Amounts of $ 200.00 or more must be approved by the Governing Board. 

Section 6. THIS SECTION TO BE DISCUSSED FOR NEEDED CLARIFICATION AS PART OF THE AGENDA FOR OUR SEPTEMBER 10TH BOARD MEETING

All Board Members shall be expected to attend all General Membership meetings. Special Meetings of the General Membership and Board meetings of the Association may be held upon notice in accordance with the Illinois General Not for Profit Corporation Act. 

Section 7. 

All Board Members, committee chairs, and committee members shall serve without salary or honorarium.

ARTICLE VII-ELECTIONS 

Section 1. 

Elections shall take place annually via e-mail each spring. 

Section 2.

Residential and Associate Members in good standing may vote. There shall be one vote per Residential Member and one vote per Associate Member, each to be cast by a single individual. 

Section 3.

Any Residential Member in good standing may submit nominations for office to the Board Member designated by a majority of the Board by June 15 each year. Nominees must also be Residential Members or an Associate Member, as approved by the Governing Board, in good standing. 

Section 4. 

Election responses shall be recorded by the  Publicity and Membership Director in concert with the President and reported to the following Board for final approval by the Governing Board. 

ARTICLE VIII-RESIGNATION and/or REMOVAL FROM OFFICE

Section 1.

A Board Member or committee chair who is unable or unwilling to complete the term of office may resign by submitting a resignation by e-mail to the President.. 

Section 2.

When a Board Member or committee chair resigns or is removed for cause, it shall be the responsibility of the Governing Board, by e-mail majority vote, to appoint a Residential Member  or an Associate Member approved by the Governing Board, in good standing, who otherwise meets the qualifications of the post, to fill the remainder of the term. 

Section 3. 

Any Board Member, committee chair or Member convicted of a felony under the jurisdiction of State or Federal courts shall be required to resign both position and Membership immediately upon conviction.

Section 4.

A Board Member, committee chair or Member can be removed by a majority vote of the Governing Board when, in its sole discretion, such removal is in the best interests of the organization.

ARTICLE IX-POLITICAL AND OTHER AFFILIATIONS 

Section 1.

Although the Ravinia Neighbors Association shall concern itself with governmental issues as they impact upon the community and its residents, it is not a political organization. As such, the Association and its Governing Board shall not endorse candidates for local, state, or national office, contribute to their campaign funds as an organization or official representative, nor shall it urge its Membership to do so.

Section 2.

The Association may sponsor or encourage its Members to attend non-partisan forums for candidates, when issues of local impact are involved. 

Section 3.

Individual Members of the Association are free to endorse or participate in any other legal manner in the campaign of any candidate for office, to belong and participate in the activities of any legal political party, and to run for elective office.

Section 4.

When Members stand for public office, they may list their Membership in the Association and/or the specific organizational activities in which they have been involved as a part of their credentials.

ARTICLE X-FINANCES 

Section 1. 

The Fiscal Year of the Association shall run from July 1 through June 30 of the following calendar year.

Section 2

The Publicity and Membership Director shall be responsible for the mailing of dues notices two months prior to the end of the Fiscal Year with follow up notices and support by the Governing Board. 

Section 3

Regardless of when a person, Affiliate, or Associate becomes a Member of the Association, a full year’s dues shall be required. The exception is that dues covering a new Membership applied for during the last three months of the Fiscal Year shall be applied to the next Fiscal Year.

Section 4.

An annual audit shall be required by the end of the first quarter of the next Fiscal Year. This audit shall be performed by two board members and assisted by the treasurer. Receipts and disbursements are reviewed and results reported at the next board meeting.

Section 5. 

No individual Members of the Ravinia Neighbors Association shall be personally liable for the debts, liabilities, or other obligations or actions of the Association. 

ARTICLE XI-STANDING AND SPECIAL COMMITTEES 

The Governing Board, by resolution adopted by a majority of Board Members, may designate or appoint committees. Board Members shall be represented on each committee. No committee may bind the corporation, and committees shall have only those powers delegated to them by the Governing Board.

ARTICLE XII-MEETINGS/EVENTS 

Section 1.

Regular meetings of the Governing Board shall be held on a monthly basis at member’s homes, nearby businesses, Ravinia Train Station, Jens Jensen Park, Ravinia School, etc. typically the second Tuesday evening of a month at 5:30 P.M. Governing Board meetings shall be open to the public. 

Section 2. 

The quorum for Governing Board meetings shall consist of 6 Members. Decisions shall be made by majority vote. Majority vote is defined as one vote more than half of the qualified votes cast. 

Section 3.

Internet Voting Protocol:

1.    From time to time there may arise the need for the RNA Board to cast a vote on an action that cannot wait until the next regular scheduled RNA Board meeting. This proposal attempts to codify and enhance an ad hoc procedure that has been used in the past.

2.    In the event of an emergency where a need arises for a vote before the next scheduled Board meeting, any Board member or Officer (President, VP, Treasurer, Secretary, Publicity and Membership Director) can request the President to conduct an Internet Vote of the Board. However, to minimize the amount of Internet Votes since they are more time-consuming and less interactive than a vote during a regular Board Meeting, a majority of the above five Officers should agree that an internet vote needs to take place before the next regularly scheduled Board Meeting. This does not mean that the Officers agree with action to be considered but simply that time is of the essence. 

3.    Once an Internet Vote is mandated, The President or Vice President, if the President is unavailable, will notify the entire Board via an email of the request for an Internet Vote. Regular process will prevail, ie, a call of a vote still requires a motion and a second and a discussion can occur before the motions are made of a general nature or discussions by Board members can occur on specifics of the motion, after a motion is made. 

4.    However, since an Internet Vote by its very nature, is a time sensitive event, or else we would wait for a regularly scheduled meeting, therefore we need to set time limits for each phase of an Internet Vote. In order to keep it simple, we propose using a 24 hour time limit for each event in an Internet Vote, therefore from the time that the President or Vice President calls for an Internet vote, there is up to a 24 hour time limit for a Board Member to make a motion. Once there is a motion, the clock resets and there is up to a 24-hour time limit for a second to occur. Then the clock resets again and there is up to a 24-hour time limit for any discussions on the motion and a vote to occur. Therefore, in theory, the maximum amount of time that an Internet Vote could be open is 72 hours and the minimum would be 24 hours. 

4.1.  However, because not all Board Members check their emails during a weekend any vote that commences after 5:00 PM on a Friday must be allowed to remain open until 12:00 noon after the weekend or holiday weekend ends unless an absolute majority are for or against the motion.

5.    A vote is over and the motion, if made, fails if any of the 24-hour time periods elapses without an action occurring or if in the voting period a majority of Board members do not vote in favor after taking into account any definitive abstentions. 

5.1.  Therefore, a vote fails if:

5.1.1.    there is a call for an Internet Vote, and no motion is made within the 24-hour period. 

5.1.2.    There Is a motion and no second within the 24-hour period from the time of the motion.

5.1.3.    A majority of the Board Members vote in the negative or decline to vote within the 24-hour period from the time of the second to the motion. 

6      A vote passes if an absolute majority votes in favor of a motion. 

7      The President and or the Vice President will make every effort to contact Board Members who have not participated in an Internet Vote via email or by alternative methods, especially when the vote appears to be close to ensure that the individual Board Members are aware of an ongoing vote but only votes cast via an email will be counted.

8      The same process will be in effect for votes to approve the Minutes of the last regularly scheduled Board meeting, which should occur midway between regular Board meetings.

Section 4.

Meeting schedules are posted on the Website by the Publicity and Membership Director as proposed by the President.

Section 5. 

All efforts are to be extended to sponsor several community activities annually-- such as Earth Day initiatives, Art, Music, Poetry, Holiday Festivals, Farmers Market, Family Fun Festivals at Jens Jensen Park, Garden walks, Natural Areas improvement and speaker events, Train Station events and meetings, Rosewood Beach activities etc.

ARTICLE XIII-AMENDMENTS 

Section 1. 

The Bylaws may be altered, amended, or repealed and new Bylaws adopted under the following procedure:

a.

Any proposed amendments or revisions to the Bylaws shall be sent to the Governing Board for approval. . 

b. 

Amendments approved by the Governing Board shall be distributed by the Publicity Director via email and the Website for final approval and/or input by the membership with any modifications to be made by the Governing Board. 

ARTICLE XIV-DISSOLUTION OF THE ASSOCIATION 

The Ravinia Neighbors Association can be dissolved by vote at a Board Meeting subject to approval via e-mail distribution to the membership. Upon dissolution and after payment of all outstanding debts, the remaining funds of the Association shall be distributed to the City of Highland Park, with the directive to utilize the funds to beautify, maintain, or improve the Ravinia district.