By-Laws of the RIVERWOOD NEIGHBORHOOD ASSOCIATION Approved 11/2/2015 Neighbors Helping Neighbors

By-Laws of the RIVERWOOD NEIGHBORHOOD ASSOCIATION Approved 11/2/2015 Neighbors Helping Neighbors PREAMBLE Because of recent ongoing and anticipated changes in the neighborhood, it has caused concerned citizens, church leaders, and business owners to seek an effective and representative forum. It is the intent therefore of a committee of citizens appointed by the community to establish a neighborhood association and to create its by-laws and articles of incorporation. In doing so, they declare their attempt to strengthen the bonds of the community and to provide for the common welfare of all residents. The neighborhood association shall plan to broaden participation, act collectively on behalf of the membership, and proactively manage concerns. Article I NAME The name of the Association shall be Riverwood Neighborhood Association, Inc., hereafter referred to as the Association. Article II BY-LAW AUTHORITY These by-laws shall be the sole and final authority on all matters concerning the functions of the Association, until dissolved under the procedures outlined in Article XXII ADOPTION AND AMENDMENTS OF BYLAWS Article III THE PURPOSE OF THE ASSOCIATION Mission Statement: The mission of the Association is to maintain and improve the unique residential characteristics of the neighborhoods, with objectives to include, but not limited to: 1) Promote safe and adequate pedestrian, bicycle and vehicular traffic, and traffic calming measures. 2) Protect wetlands, streams, wildlife habitat, and other sensitive areas. 3) Minimize noise, water and air pollution. 4) Monitor and inform residents of changes proposed to the neighborhood that could affect residents (e.g. opening or widening streets, expanding the sewer system, and changing zoning). 5) Helping those who want and need help. 1 Revised 07/18/2016

Purpose: 1) To enhance the livability of the area by establishing and maintaining an open line of communication and liaison between the neighborhood, government agencies, and other neighborhood associations. 2) To provide an open process by which all residents of the neighborhood may involve themselves in the affairs of the neighborhood. 3) Notwithstanding any statement of purposes or powers aforesaid, this Association shall not, except to an insubstantial degree, engage in activities or exercise powers that are not in furtherance of its specific and primary purpose, Neighbors Helping Neighbors. What we are not: 1) Homeowners Association - no covenants or tenets 2) Policing entity Article IV BOUNDARIES The boundaries of the Association shall be defined as such: To the north, the White River. To the west, the White River. To the south, 71 st St. To the east, the west side of Keystone Ave. Inclusive of: Ravenswood, Ravenswood / Ralston Hts. / Terrace Beach / Phinney s Landing / Island Park / Light's Melrose / River Hts. / Smith Island, Indianapolis, Marion County, Indiana Article V MEMBERSHIP Members of the Association shall be at least 18 (eighteen) years old and/or: 1) Reside within the boundaries defined in Article IV BOUNDARIES 2) Own property within the boundaries defined in Article IV BOUNDARIES 3) Be member of the clergy of a church within the boundaries defined in Article IV BOUNDARIES 4) Own a business within the boundaries defined in Article IV BOUNDARIES Only members of the Association may vote. Associate Members Associate members of the Association shall be at least 18 (eighteen) years old: Have an interest in the community and be approved by a majority of the Board of Directors hereafter known as the BOD. Associate members may participate in the discussion of matters pertaining to the Association. Guests Guests of the Association may discuss topics related to the interests of the Association and shall be invited by members of the BOD. Article VI VOTING Members as defined under Article V MEMBERSHIP, who attend any Association meeting, and having paid the dues of $1.00 for that meeting, shall be recognized in the vote. Only members with voting cards shall be recognized in the count of votes. In the event that a vote is too close to call, a member may request a count of the vote. The Sergeant at Arms will conduct the count. If after the re-count there is still a dispute about the count, the member who asked for the count will assist the Sergeant at Arms to take a recount, and upon agreement of the outcome of the vote, enter the vote into the record. 2 Revised 07/18/2016

Article VII MEMBERSHIP RECORDS Records of all those in attendance at all meetings shall be permanently maintained by the Secretary. There shall be no minimum number of meetings required to vote. It is the hope and desire that those who wish to participate in the voting process shall not be recruited for any specific purpose to try to disrupt the Association meeting. Members who have grievances against a member of the BOD, an officer of the BOD, or actions taken by the Association, or an Association Member, are to follow the process of grievances under Article XVIII GRIEVANCES. The sergeant at arms will inform the offended member of the process to handle any grievances. Article VIII MEETINGS Meetings shall be quarterly on the second Monday of January, April, July, and October, or in case of a holiday or other conflict, on the second Tuesday of said month. Other meetings may be held as required and shall be scheduled by the BOD with no less than 7 (seven) days notice. The BOD shall meet quarterly or as required by the needs of the Association at a time before the Association meeting allowing for enough time to notify the Association of the next Association meeting and its agenda. The BOD shall establish the agenda for the Association meetings and notify the residents of the Association 7 (seven) days prior to any meeting by flyer, e-mail, signs, website, social media, or other means as needed. BOD meetings are open to the public and input from members is encouraged. A parliamentarian, sergeant at arms, and doorkeeper will be appointed by the BOD for every Association meeting. Neither the parliamentarian, sergeant at arms nor the doorkeeper shall make motions, second motions, or participate in discussions of motions. They are to keep order in the meetings only. Unless announced in advance, all meetings shall meet at the Glendale Christian Church 1788 Haynes Ave. Indianapolis, IN 46240. Article IX SUBMISSION OF PROPOSALS Any person, group, or city agency, inside or outside the boundaries of the Association may propose in writing items for consideration and/or recommendation to the BOD. The BOD shall decide whether the proposed items shall appear on the agenda of the next BOD, Association meeting, or appropriate committee meeting and if approved, placed therein. Article X QUORUM There shall be no quorum requirement of the membership for Association meetings, but a 2/3 majority quorum of the BOD including the president or his/her designee shall be required for all meetings of the Association. If there is not a quorum of BOD members in attendance, the meeting shall be postponed until the next scheduled Association or BOD meeting, or with the approval of the Association, the President may declare a quorum. A quorum of the BOD meetings shall constitute 2/3 majority of the Board including the president or his/her designee. 3 Revised 07/18/2016

Article XI BOARD OF DIRECTORS Only members of the Association, as defined in Article V MEMBERSHIP, are eligible to serve on the BOD. All members of the BOD shall be elected by the Association and serve for two years, whereupon they may be re-elected a second term. Upon completion of two terms, BOD members shall not return to the BOD for two years. The BOD shall determine the exact number of Board positions annually. There shall be 10 Board members, however, at the discretion of the BOD, this number may be increased or decreased based on the needs of the Board, followed by final approval of the Association. Article XII ELECTIONS FOR THE BOARD OF DIRECTORS The BOD shall by elected by the members of the Association. Election of BOD shall take place every two years at the January meeting of the Association in even years. Persons must be nominated by a member, as defined in Article V MEMBERSHIP, and then seconded by another member followed by a majority vote of all members present. Members may not nominate themselves, second themselves, or vote for themselves for any position of the BOD. Members must be in good standing, must be present in order to vote, and be nominated. Then the nominated candidate shall express whether he/she is interested in serving. Following the nomination of BOD procedures, the nominees shall be seated at a table at the front of the room, and under the direction of the chair, be asked questions regarding their motivation for serving the community. Only questions regarding the goals and aspirations of the committee shall be allowed. No personal questions or attacks on character shall be tolerated. The question and answer period shall last for thirty minutes and then a ballot shall be printed to provide a secret vote. The parliamentarian shall count the ballots. Any member of the association not nominated to serve may volunteer to assist in the counting of the votes. Only a simple majority is needed to be elected. In the event there are more than 10 (ten) nominees, the ten candidates that receive the most yes votes will be added to the BOD, so long as they have a majority of votes. If less than 10 (ten) nominees are presented, then the remaining positions shall be considered vacant and shall be filled at the next association meeting Article XIII DUTIES OF BOARD OF DIRECTORS The affairs of the Association shall be managed by the BOD in the interim between general meetings. The BOD shall be accountable to the membership; shall seek the input of those affected by proposed policies and/or actions before adopting recommendations on behalf of the Association; and shall strictly comply with these bylaws. Only in cases of dire emergency pertaining to the neighborhood shall the BOD vote without the full approval of the Association including but not limited to, national calamity, weather disaster, tornado, flood, earthquake, fire, or other acts of God. Proxy voting may only be used during times of dire emergencies by electronic methods, including text, e-mail, or phone. The cause of the vote and the result of the vote shall be recorded and announced at the next Association meeting. At no other time may proxy voting be used. 4 Revised 07/18/2016

Article XIV ELECTION OF THE OFFICERS OF THE ASSOCIATION Officers of the BOD shall be selected from the BOD by the BOD, and then be presented to the association for confirmation by vote at the next Association meeting. If the Association disagrees with the nominees for officers of the BOD, the members of the Association shall make nominations for officers from within the BOD, and then the Association shall vote on them. In the event two or more names have been proposed for a position, secret written ballots shall be issued for voting for officers of the BOD. To be elected requires a simple majority vote of the members present. The officers shall be: President, Vice-President, Secretary, and Treasurer. Officers of the Association shall serve no more than two terms consecutively and shall not serve on the BOD for two years after their second term is complete. The President will remain on the BOD as President Emeritus as a non-voting advisor for up to one year. Article XV RESPONSIBILITIES OF THE OFFICERS (See Addendum 1) 1) President the President shall prepare the agenda and preside at meetings of the BOD and membership; shall appoint members of committees not elected, with a majority approval of the BOD, except for members of the Grievance Committee. The president will not vote on any issue unless there is a tie. He/she shall not make motions 2) Vice-President the first alternate shall assist the President; in the President s absence shall function as President; shall serve as a member of the Association. In the event that the president is unable to finish his/her term, the Vice-President shall serve as President for the remainder of the term. 3) Secretary the Secretary shall keep the minutes and written records of majority and minority opinions expressed, and motions and outcomes of all votes at all meetings; shall assist with correspondence of the Association; shall make records of the Association available for inspection for any proper purpose at any reasonable time. 4) Treasurer the Treasurer shall be held accountable for all funds and shall give an accounting at each general meeting; shall receive, keep safe, and disburse Association funds. The treasurer shall open a checking account in a local bank in the name of the Association. The four officers of the BOD shall be signatories on the account. Two signatures shall be required for all checks written on said account. The Treasurer shall pay and keep current all fees incurred by the Association including, but not limited to, room rental fees and government fees, and make a report to the Association of those payments 5) Board members shall inform the BOD and the Association of activities of their areas of responsibility. Committees: Committees play an important and vital role in Associations. They help distribute the workload and provide an opportunity for members to get involved, training, and preparing future officers and Board members. The President and/or the BOD have the authority to establish committees and task forces needed to carry out the functions of the Association. Standing committees may include: social, welcome, beautification, grievance, safety, etc. A special committee or task force may be formed to coordinate a neighborhood picnic or special event, or to address an issue affecting the neighborhood, such as lighting, traffic issues, etc. The role of the committee chair is to head a small group that reports, makes recommendations, and/or acts on specific issues. 5 Revised 07/18/2016

The committee chair: 1) May be the first person appointed to the committee. 2) May be appointed by other committee members or by the President. 3) Meets regularly with his/her committee and reports its activities to the Board. Article XVI BOARD OF DIRECTORS VACANCIES The Association shall fill any vacancy on the BOD by a majority vote involving absences by a Board member from three (3) consecutive Board of Director and/or Association meetings at the next Association meeting and upon the resignation of a BOD member. The Association, at the next Association meeting, shall vote upon BOD replacement members who shall be nominated from the Association under Article XII ELECTIONS FOR THE BOARD OF DIRCTORS. When an officer of BOD resigns or is asked to step down, a member of the BOD will be elected by the Association to fill the vacancy, with the exception of the President under Article XV RESPONSIBILITIES OF THE OFFICERS section 1, the vice-president shall assume the duties of the office president. The new BOD member shall serve the remainder of the unexpired term upon which he/she may be elected and may serve another term. Article XVII ABSTENTION FROM VOTING Members of the Association and/or Board of Director members shall not vote on matters in which they have a conflict of interest. Article XVIII GRIEVANCES A person or group adversely affected by an individual, a decision or a policy of the Association may submit in writing a complaint to any member of the BOD. The complaint will then be turned over to the Grievance Committee for review and recommendation of action to the BOD. Within seven (7) days of receipt of the complaint, the committee shall address the petitioner within 14 days of receipt of the notice of grievance by certified mail to hear the grievance before the BOD at the next BOD meeting or within 14 days. The BOD shall discuss methods to resolve the problem and submit its resolution to the offended party at that meeting. If the BOD and the petitioner cannot reach agreement, final resolution of the complaint shall be by a majority vote of the Association at a general or special meeting. Article XVIX PROCEDURES AND PARLIAMENTARY PROCEDURES The Association shall follow Robert s Rules of Order (Revised) in all areas not covered by the bylaws. Letters or statements on behalf of the Association will require BOD approval before dispatch. Article XX PUBLIC MEETINGS/PUBLIC RECORDS REQUIREMENT The Association shall abide by all Indiana statutes relative to public meetings and public records. All official action(s) taken must be on record and a part of the minutes of each meeting. The minutes shall include a record of the number of attendees and the results of any vote(s) taken. 6 Revised 07/18/2016

Article XXI NON-DISCRIMINATION The Association shall not discriminate against individuals or groups on the basis of race, color, sex, sexual orientation, age, disability, national origin, income, or political affiliation, in any of its policies, recommendations or actions. Article XXII ADOPTION AND AMENDMENT OF BYLAWS Adoption of these by-laws of the Association and all subsequent amendments to these bylaws must be proposed in writing and submitted to a member of the BOD at a regular meeting of the Association except for spelling errors, or corrections that do not modify the meaning of any part of these by-laws. Adoption of and amendments to these bylaws shall require a simple majority vote by the members present at an Association meeting. Dissolution of the Association and its By-Laws requires a simple majority vote of the Association. Article XXIII PRIVACY STATEMENT POLICIES AND POSITIONS Neither officers nor members of the Association shall be liable for taxes, debts, liabilities or other obligations of the Association. Membership rosters, Board of Director rosters or any other listings of the Association s membership shall not be used for commercial or political purposes. Article XXIV FISCAL YEAR The fiscal year shall begin on January 1st and end on December 31st for each calendar year. Article XXV MEMBERSHIP IN UMBRELLA ASSOCIATIONS The BOD shall appoint a member of the Board to represent the Association at the general meetings of umbrella associations. These may include McANA (Marion County Alliance of Neighborhood Associations) and other local neighborhood associations. Article XXVI DONATIONS The Association shall partner with the Glendale Christian Church as a Fiscal Agent of the Association to provide tax benefits to businesses, organizations, or for the purpose of grants that shall benefit the Association. The treasurer shall maintain a relationship with the Fiscal Agent to comply with all tax laws and reporting procedures. Article XXVII MONETARY OBLIGATIONS The Association shall pay a room rental fee of no less than $25.00 to the Glendale Christian Church per Association meeting held at the church. Article XXVIII BY-LAW REVIEW These by-laws shall be reviewed every two years prior to the election of the BOD in order to keep them current with the changing needs of the Association, policies and technologies. 8 Rev. 12/30/2015 7 Revised 07/18/2016

Article XXIX POLITICAL AFFILIATIONS The Association and its BOD shall not support any candidate for office nor cause the Association to become affiliated with any political party. The Association shall remain non-partisan supporting the elected officials of our city, county, state, and federal governments. At the request of any candidate for office, where the members of the Association may have an interest, they may be added to the agenda and speak to the Association to present his/her platform. Neither the BOD or the Association shall champion any causes that requires the Association to agree or disagree on an agenda matter that does not have a direct impact on the Association and its duties as outlined in these By-Laws. Article XXX DISSOLUTION OF THE ASSOCIATION Any and all assets of the Association, upon the dissolution of the Association, shall be donated to the Glendale Christian Church in gratitude for their help and generosity during the life of this Association. Article XXXI WEBSITE The current website for the Association shall be http://www.riverwoodna.com. 8 Revised 07/18/2016

Addendum 1 RESPONSIBILITIES OF THE OFFICERS OF THE BOARD OF DIRECTORS President The President of the neighborhood s Association serves as the chief executive officer of the Association. The President serves at the will of the Board of Directors and can be removed with or without cause at any time by a majority of the vote by the Board of Directors, or in the case of a grievance by majority vote of the Association pursuant to Article XVII GRIEVANCES.. The President should not allow personal feelings or outside pressures to influence his or her actions. The president shall only vote on issues before the Board of Directors or Association meetings in the event of a tie. Acts as the chairperson at all meetings of the Association, including helping the Secretary prepare the meeting agenda, and to begin and close the meeting. Appoints all committee and task force chairs. Serves as an exofficio member of all committees, except the nominating committee. Serving as exofficio does not mean the President has to attend the committee meetings. The President should not serve as a committee Chairperson. Assumes charge of the daily administration of the Association. Has the authority to authorize specific actions in promoting the Board s policies. Leads orderly discussions by tactfully and politely enforcing rules that offer every member a chance to speak for or against a motion. Determines whether or not enough members (a quorum) are present to conduct business. Informs people about how the meeting will proceed. Reviews the agenda and explains each motion before a vote. Votes to break ties. Serves as spokesperson for the Board of Directors in most matters relating to Association business. Cannot, without specific Board approval, borrow funds in the name of the Association or otherwise act beyond the scope of the authority established by the Association documents and its Board of Directors. Upon completion of the president s term, unless removed for office for cause under Article XVII GRIEVANCES, he/she shall serve one year as President Emeritus to help transition to the new president. The President Emeritus shall be an advisory position with no vote, unless elected as a Board Member. Vice President The Vice President of the Association is responsible for performing the duties of the President in the absence of the President. Examples of the types of duties and responsibilities the Vice President may perform are: Coordinates committee chairs and reports progress to the Board. In the absence of the president at any meeting, assumes duties as defined or assigned by the President and/or Board of Directors. If the position of President is vacated before an election, the Vice President will assume the duties of the president until an election is held by the Board of Directors and confirmed by the Association. 9 Revised 07/18/2016

Secretary The Secretary is responsible for maintaining the records of the Association, including preparing notices for all meetings of the Board and the membership, and authenticating the records of the Association. Examples of the types of duties and responsibilities the Secretary may perform are: Takes the minutes of the meetings and keeps a permanent, accurate record of what has taken place in meetings. Prepares written minutes for the Board of Directors and reads the minutes of the previous meeting. Is familiar with previous minutes in order to provide needed information to the President. Receives and handles all correspondence. Prepares meeting notices of all Association meetings. Keeps an accurate list of members names, addresses, email addresses, and telephone numbers. Treasurer The Treasurer is the custodian of the Association s funds and financial records. Examples of the types of duties and responsibilities the Treasurer may perform are: Coordinates the development of the proposed annual budget for the Association. Keeps track of all revenues and expenditures; usually signs all checks or vouchers. Pays all the expenses upon authorization by the Board and the Association. Presents a written report each month to the Board of Directors and/or Association of the month s disbursements and the balance on hand. Prepares all financial reports in accordance with state law and IRS codes. 10 Revised 07/18/2016