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Wellington Northeast Neighborhood Association
WNNA
P.O. Box 785
Noblesville IN 46061-0785
317.713.1234
wnnahoa@gmail.com

By-Laws

How Our Community Works

By-Laws for Wellington Northeast Neighborhood Association Incorporated

Wellington Northeast Neighborhood Association, incorporated is the nonprofit corporation organized to enforce the Declaration of Restrictions, Easements and Covenants of Wellington Northeast Neighborhood Association, Incorporated (the “Declaration”), consisting of homes in Hamilton County, Indiana.

Article I - Offices

The principal office of the Association shall be in the State of Indiana.   The association shall designate a registered office in accordance with the Indiana Not-For-Profit Corporation and shall maintain it continuously.

Article II - Members

Section 1. Membership Classes.   There shall be classes of Memberships as follows:

(a.) The recorded legal owners of homes located within the legal boundaries of the Wellington Northeast Subdivision, Noblesville Township, Hamilton county, Indiana, as shown on the official plat thereof, shall be eligible for membership in the Association as General and Recreational members.

(1.)    General.  General members shall be entitled to one (1) vote on each matter submitted to the members, provided however, there shall only be one (1) vote per home.   If a home is owned by two (2) or more voting members, then the owners of that home shall desire in writing one (1) owner as proxy to cast the vote for the home and represent the home in membership matters.   If a home is owned by a corporation, Trust, or other non-natural person who is a voting member, then it shall designate in writing a natural person who is a shareholder, Trustee or principal of such non-natural entity as its proxy to cast its vote and represent the home in membership matters. 

(2.)   Recreational.  All general members shall also be eligible to become recreational members.  Recreational members shall be entitled to use the recreational facilities owned or operated by the Association upon payment of the recreational dues established in accordance with these by-laws.   Recreational members shall abide by the rules and regulations governing use of the Association’s recreational facilities established and approved by the Association’s Executive Committee.

Section 2.  Transfer of Membership.  The rights of each owner shall be appurtenant to his or her ownership of a home, may not be separate from said ownership, and shall automatically pass to the heirs, successors and assigns of an owner upon the recordation of the change in ownership of the home in the Recorder’s Office of Hamilton County, Indiana, and in the records of the Association.

Article III - Elections

Section 1.   The election of officers of the Association shall be conducted by the Nominating and Election Committee, which committee shall consist of at least four (4) members (excluding the President) appointed by the President and approved by the Executive Committee. The Nominating and Election Committee shall conduct a thorough search for qualified candidates eligible to hold an office in the Association and they shall select a slate of at least two (2) candidates (if possible) for each office. The slate of candidates shall be submitted to the Executive Committee for approval.   the approved slate of candidates shall be provided to each member at least ten (10) days prior to the September membership meeting.

Section 2.   The election of officers shall take place at the September membership.   In addition to the slate of candidates selected by the Nominating and Election Committee, candidates may be nominated from the floor.   Members nominated from the floor shall be subject to the same requirements and qualifications as members nominated by the committee.   The Nominating and Election Committee shall be the final authority with respect to determination of such requirements and qualifications.

Section 3.   No member shall be nominated for any office unless he or she shall have first expressed to the Nominating and Election committee or the person nominating him or her a willingness to serve if elected.   Any member nominated from the floor must be present at the meeting, or written confirmation of the candidate’s willingness to serve must be presented.

Section 4.   The term for officers shall be one (1) year and shall commence on October 1st following the September election.

Section 5.   No member of the Nominating and Election Committee shall be a candidate for office.

Section 6.   Voting for the election of officers shall be by secret ballot.   All ballots shall be provided by the Nominating and Election Committee and there shall not appear in any place on the ballot any mark or marking that might tend to identify the member who cast the ballot.   The Nominating and Election committee shall tabulate results and report the same to the membership at the meeting.

Section 7.   A majority vote of the members present and eligible to vote shall be necessary to elect a candidate to office.   In the event of ties or the failure of a candidate to receive a majority vote, the Nominating and Election Committee shall select the candidate, or at their sole discretion, establish a method of resolving the same.

Article IV - Meetings of Membership

Section 1.   Semi-Annual Meetings.  The membership shall hold meetings semi-annually in September and March, the exact day, time and place to be established by the Board of Directors.

Section 2.   Special Meetings.  Special meetings of the membership may be called by the President, or by a majority of the Board of Directors then in office or by not less than 10% of the voting membership.  The purpose of each special meeting shall be stated in the notice and may only include purposes which are lawful and proper for members to consider.  Business transacted at a special meeting shall be limited to that purpose specified in the notice.  Any request for a special meeting shall be delivered to the President in writing at least 15 days prior to the requested meeting date.

Section 3.  Place of Meetings.  The Board of Directors may designate any place within Hamilton County, State of Indiana, as the meeting place for any meeting of the members.

Section 4.  Notice of Meetings.  Written or printed notice stating the place, date and hour of any meeting and, in the case of special meeting, the purpose or purposes for which the meeting is called, shall be delivered personally or by mail not less than ten (10) days before the date of the meeting.  Notice shall be given by or at the direction of the President or the Secretary.   If mailed, such notice shall be deemed to have been delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the Association with postage thereon prepaid.

Section 5.  Waiver of Notice.  A written Waiver of Notice signed by a member, whether before or after a meeting, shall be equivalent to the giving of such notice.  Attendance of a member at a meeting shall constitute a waiver of notice of such meeting, except when the member attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is now lawfully called or convened.

Section 6.  Membership Quorum.  Ten percent (10%) of the voting membership shall constitute a quorum for the transaction of business by the membership.

Section 7.  Voting at membership meeting shall be by voice vote, except for election of officers and such other matters at the Executive committee may determine a vote by secret ballot appropriate.  A vote by secret ballot may also be requested by a member with respect to a particular matter, and if a majority of the membership eligible to vote approves such request, the voting shall be by secret ballot.  A vote by a validly executed proxy shall be permissible if provided to the Secretary of the Association prior to the start of the meeting.

Section 8.  The order of business at meetings of the membership shall be as follows:

  1. Roll Call (to determine quorum)
  2. Secretary’s Report
  3. Treasurer’s Report
  4. Reports of Officers
  5. Committee Reports
  6. Old and unfinished Business
  7. New business
  8. Other
  9. Adjournment

Section 9.  Applicable Procedure.  All membership meetings shall be governed by Robert’s Rules of Order except as otherwise stated in these by-laws.

Article V - Board of Directors and Executive Committee

Section 1.  General Powers.  Subject to the limitations of the Articles of Incorporation, these by-laws and the Indiana Not-for-Profit Corporation Act concerning corporate action that must be authorized or approved by the members of the Association, all corporate powers shall be exercised under the authority of the Board of Directors, however, the management and affairs of the Association shall be controlled by an Executive committee composed of the Board of Directors, one (1) representative from each Section of the Wellington Northeast Neighborhood Subdivision and the immediate Past president of the Association.

Section 2.   Number, Qualification, Election and Tenure.  The number of Directors shall be the number of Directors elected from time to time in accordance with these by-laws, but shall never be less than four.  The Board of Directors shall consist of the president, Vice President, Secretary and Treasurer of the Association, respectively, elected by the membership.  The term of office shall commence on October 1st following election and all terms shall be for one (1) year.

Section 3.   Executive Committee.

  1. Officers. The officers of the Executive Committee shall be those elected by the membership as provided in Article III of these by-laws and the President shall by the Chairperson of the Executive Committee by virtue of his office as President of the Association.
  2. Meetings. Regular meetings of the Executive committee may be held without notice at such time and place as shall be determined by the Executive Committee from time to time.  Special meetings of the Executive committee may be called by the Chairperson or any two (2) members of the Board of Directors.  Semi-annual meetings shall be held each September at least one (1) week prior to the semi-annual meetings of the membership.
  3. Quorum and voting. One-third (1/3) of the Executive Committee shall constitute a quorum, provided however, such one-third (1/3) includes at least two (2) members of the Board of Directors.  The vote of a majority of the Executive committee present at a meeting at which a quorum is represented shall constitute the action of the Executive committee.  Each member of the Executive committee shall be one (1) vote.
  4. No compensation. All members of the Executive Committee shall serve without compensation.
  5. Vacancies. A vacancy in the office of President shall be filled by the Vice President.  Vacancies in any other office in the Executive Committee shall be filled by for the balance of the unexpired term by a majority vote of the remaining members of the Executive committee.
  6. Notice and Waiver. Notice of any special meeting shall be given at least three (30 days prior thereto by written notice delivered personally or by mail to each Executive committee member.  If mailed such notice shall be deemed to be delivered when deposited in the United States mail with postage prepaid.  Any Executive Committee member may waive notice of any meeting, either before, at, or after such meeting by signing a waiver of notice.  The attendance of a Executive Committee member at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of such meeting or the manner in which it has been called or convened, except when an Executive committee member states at the beginning of the meeting any objection to the transaction of business because the meeting is now lawfully called or convened.

Article VI - Officers and Section Representatives Duties

Section 1.  All elected officers must hold active memberships in Wellington Northeast Neighborhood Association, Incorporated.  The elected officers of this organization shall be president, Vice President, Secretary, Treasurer, and Section Representatives.  Section Representatives are to be elected by constituents of their section.

Section 2.  The term of office for all officers shall be for one year starting on October 1st, upon certification of the Nominating and Election Committee and upon verification of their membership for the following fiscal year.

Section 3.  The President, by virtue of the office shall:

  1. Preside at all membership meetings.
  2. Be Chairperson of the Executive Committee.
  3. Appoint all committee chairpersons from the membership subject to the approval of the Executive Committee. Each chairperson shall form the committee for the task at hand.
  4. See that all books, reports, and certificates as required by law are properly kept or filed.
  5. Sign all checks, drafts, or any contractual commitments of the Association in excess of $500.00.
  6. Have such powers as may be reasonably construed as belonging to the chief executive of any organization.

Section 4.  The Vice President shall:

  1. Serve as acting President in the event of the absence or inability of the President to exercise the duties of the office.
  2. Serve as Recreational Coordinator.

Section 5.  The Secretary shall:

  1. Keep the minutes and records, other than financial, of the Association in appropriate books.
  2. Be the official custodian of the records of the Association.
  3. File any certificates required by a statute.
  4. Give and serve all notices to members of the Association.
  5. Present to the membership at meetings any communications received.
  6. Attend to all correspondence of the organization.
  7. Serve as Secretary of the Executive Committee.
  8. Exercise all duties incident to the office of Secretary.
  9. Maintain a membership record, including names and address.

Section 6.  The Treasurer shall:

  1. Have the care and custody of all moneys and securities belonging to the Association and shall be solely responsible for them.
  2. Deposit in a regular bank or trust company the funds of the Association.
  3. Sign all checks, drafts, and any contractual commitments of the Association.
  4. Submit a written account of the finances of the Association at the annual meeting, at the end of the fiscal year, and at other times as deemed necessary by the Executive Committee or by a majority of the voting membership. These reports shall be made available to any member upon request.  The report submitted at the annual meeting shall e affixed to the minutes of the meeting.
  5. Exercise all duties incident to the office of Treasurer.

Section 7.  The elected Section representatives shall:

  1. Serve on the Executive committee.
  2. Collect all dues from members of their section and transmit to the Treasurer.
  3. Contact all new families in their section and distribute membership information, directories, etc.
  4. Distribute all Association material to members of their section.

Act as liaison between the Executive committee and members of their section.

Article VII - Auditing Committee

Section 1.  The Executive Committee shall retain the services of an accounting firm for the purpose of conducting a review of Wellington Northeast Neighborhood Association’s income and expenses.  This review will be conducted within 60 days of the end of the fiscal year and will include a statement as to the accuracy of the Treasurer’s fiscal year-end report.

Article VIII - Expenditures and Disposition of Association Property

Section 1.  The Executive committee shall develop a budget and fix the expenditures of said budget which they in their discretion may determine to be necessary in the conduct of the business of the Association.  The aforementioned budget shall be developed and available to the voting membership by January 1.

Section 2.  Individual expenditures or commitments for expenditures totaling more than $500 not developed and approved by the budget process in Section 1 of this article, require the approval of two-thirds of the Executive committee.

Section 3.  Disposition of fixed assets requires the approval of two-thirds of the voting membership.

Article IX - Other Committees

Section 1.  Permanent committees shall be created by the President with the approval of the Executive committee as may be required to promote the objectives and interests of the Association.  The chairpersons of the permanent committee shall be appointed by the President to serve the term as created by the Executive Committee.

Section 2.  The chairpersons of all the permanent committees shall present plans of work to the Executive committee.  Committee chairpersons shall be required to report on call to the Executive committee.  No committee work shall be undertaken without the approval of the Executive Committee.

Section 3.  Special ad hoc committees or task forces may be established by the president with the approval of the Executive Committee.

Article X - Membership Certificates

Section 1.   Form and Insurance.  Members of the Associating may be issued certificates signed by the president and by the Secretary.

Section 2.  Lost, Stolen or Destroyed Certificates.   The Association may issue a new Membership Certificate in the place of any certificate previously issued if the member named in the certificate (a) makes proof in affidavit form that it has been lost, destroyed or stolen; (b) requests the issuance of a new certificate; and (c) satisfies any other reasonable requirements imposed by the Association.

Article XI - Dues

Section 1.  The dues for membership shall be voted on by the membership at the September membership meeting.  When dues are not changing, a vote will not be required.  Due dates for dues shall be determined by the Executive Committee and communicated to the Association membership 30 days prior to the due date.

Section 2.  Special Assessments must be recommended by the Executive Committee and confirmed by ten percent (10%) of the voting membership.

Section 3.  Dues shall not be refundable, but shall be transferable to the present member’s new home within Wellington Northeast, or to the new owner of the member’s vacated Wellington Northeast home.

Section 4.  The fiscal year of this Association shall be from January 1st to December 31st of the same year.

Section 5.  Dues shall be prorated on a monthly basis for new residents beginning with the month following occupancy.

Article XII - Nonprofit Operation

The Association will not have or issue shares of stock.  No dividends will be paid.  No part of the income or assets of the Association will be distributed to its Members, Directors or Officers without full consideration.  The Association may contract in due course with its Members, Directors and Officers without violating this provision to the extent permitted the Indiana Not For Profit Corporation Act.

Article XIII - Indemnification

The Association shall indemnify each Officer and Director, including former Officers and Directors, to the full extent permitted by the Indiana General Corporation Act and the Indiana Not For Profit Corporation Act.

Article XIV - Amendments

Section 1.  These by laws may be altered, amended, repealed, or added to be an affirmative vote of not less than ten percent (10%) of the voting membership.

Section 2.  Written notice of proposed changes shall be given to the members at least ten (10) days prior to such scheduled meeting.

Section 3.  Members shall be notified of any approved alterations within ten (10) days after approval by the membership.

Section 4.  Amendments shall go into effect immediately upon their approval by the general voting membership.

Revised October, 1995