BYLAWS of MAPLE-PRAIRIE NEIGHBORHOOD ASSOCIATION, INC. Adopted May, 2008 ARTICLE 1 IDENTIFICATION Section 1.1 Name. The corporation's name is Maple-Prairie Neighborhood Association, Inc. (the "Association"). Section 1.2 Registered Agent and Office. The Association's registered agent shall be selected by the Board of Directors. The address of the Association's registered office shall be identical to the address of the president. When a registered agent is named, the Board of Directors shall cause filings to be made with the Secretary of State of the State of Wisconsin that will provide notice of changes in the Association's registered agent and registered office. Section 1.3 Place of Keeping Association Records. The records and documents required by law to be kept by the Association permanently shall be kept by the secretary of the Association. ARTICLE II PURPOSES The Association is organized for the purpose of undertaking any and all lawful activities designed to promote the general welfare of residents of the Maple Grove and Prairie Hills Subdivisions in the city of Madison, Dane County, Wisconsin. ARTICLE 3 GOALS The goals of the Association include the following: Representing the Interests of Association members before the Madison Common Council, the Dane County Board, the Verona School District and all appropriate governmental agencies. 1
Creating a collegial community atmosphere. Alerting members to emerging issues. Dissemination of information about the neighborhood to members. Promotion of quality and safety in the neighborhood. Protecting and enhancing the residential character of the neighborhood. Promoting members' interests and participating in the neighborhood planning. Developing approaches or solutions for neighborhood problems. Sponsoring and promoting social and recreational activities for the members and their families. Welcoming new residents to the neighborhood. ARTICLE 4 MEMBERSHIP Section 4.1 Membership Year. The Association membership year shall be from July 1 June 30. Section 4.2 Eligibility for Membership. Membership in the Association is voluntary. An individual is a member of the Association if: (1) He or she is eighteen (18) years of age or older. (2) He or she has a principal place of residence, or is owner of a multi-family residence, in the Maple Grove Subdivision or the Prairie Hills Subdivision; said subdivisions are bounded by Highway PD on the south. Maple Grove Drive on the west, Putnam Road on the north, and Preston Road, Dorchester Way and Manchester on the east. (3) The dues described in section 4.3 have been paid on behalf of the members' household. 2
Section 4.3 Membership Fees. Membership fees under this paragraph shall be paid by each household by the last business day of July. (1) The initial membership dues shall be fifteen dollars ($15.00) per year per household. (2) The membership dues may be increased or decreased by a vote of two-thirds (2/3) of the members in attendance at the annual meeting of the Association, if a quorum is present. ARTICLE 5 OFFICERS Section 5.1 Elections. Officers shall be elected at the annual meeting of the members, as provided in this Article 5. Section 5.2 Number and Titles. The Association's principal officers shall be a president, a vice president, a secretary and a treasurer. One person may not simultaneously hold more than one office. Section 5.3 Officers. (1) President. The president shall preside at all meetings of the Board of Directors and of the members; see that orders and resolutions of the Board of Directors and members are carried out; superintend and manage the Association, and perform all functions of a general manager of the Association. The President shall counter-sign all checks drawn on the Association's checking account. The President has the authority to sign, execute and deliver in the Association's name all instruments necessary or advisable in the Association's normal business. (2) Vice President. The Vice President shall act in the place of the president in the event the President's absence, inability or refusal to act, and shall exercise and discharge any other duties as may be required by the Board of Directors. (3) 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 meetings of the board and of the members; keep appropriate records showing the members of the Association, their addresses and telephone numbers, and perform any other duties as required by the board. (4) Treasurer. The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and disburse funds as directed by resolution of the Board of 3
Directors; keep a proper book of account; provide a financial report to each meeting of the Association, and co-sign all checks drawn on Association bank accounts. Section 5.4 Terms. The officers of the Association shall be elected for two-year terms. An individual is eligible for reelection to another two-year term for the same or different office. Section 5.5 Nominations. Any member of the Association may be nominated for an office at the annual meeting by any member of the Association. A member may decline a nomination. Section 5.6 Compensation. No officer shall receive compensation for any service he or she may render to the Association as an officer. An officer may be reimbursed for actual expenses incurred in the performance of his or her duties. Section 5.7 Resignation and Removal. Any officer may be removed from office without cause by the vote of three-fourths (3/4) of the members at any meeting of the members at which a quorum is present and notice has been provided members pursuant to section 6.2. Any officer may resign at any time by giving written notice to the board, the president or the secretary. The resignation shall take effect on the date of receipt of the notice or at any later time specified in the notice unless otherwise specified, the acceptance of the resignation shall not be necessary to make it effective. Section 5.8 Vacancies. A vacancy in any office may be filled by the Board of Directors. The officer selected to fill the vacancy shall serve for the remainder of the term of the officer he or she replaces. ARTICLE 6 VOTING/MEMBERS' MEETINGS Section 6.1 Quorum. A quorum shall be present at any meeting in which five percent (5%) or more of the members are in attendance. If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting from time to time without further notice to the members. Section 6.2 Notice. Members shall receive notice of all meetings by personal delivery at least forty eight (48) hours prior to such meeting, or by mailing of a notice at least three (3) days prior to the date of the meeting, or by electronic mail/notice if the member has provided electronic contact information to the Association. The notice shall contain the date, time, place and agenda for the meeting. Section 6.3 Voting by Members. Each member shall be entitled to one (1) vote upon each 4
matter submitted to a vote at a meeting of the members. Section 6.4 Proxy. At meetings of the membership, a member entitled to vote may vote in person or by proxy appointed in writing by the member or by his or her duly authorized attorney-in-fact. A proxy appointment shall become effective when received by the secretary or other officer or agent of the association authorized to tabulate votes. A proxy appointment shall be limited to only one meeting, unless otherwise provided in the appointment form. The Board of Directors shall have the power and authority to make rules establishing presumptions as to the validity and sufficiency of the proxy appointments. Section 6.5 Actions by Members. Except as otherwise provided under Wisconsin law or these bylaws, the act of a majority of members present at a meeting at which a quorum is present shall be the act of the membership. ARTICLE 7 DIRECTORS Section 7.1 General Powers. Business and property of the Association shall be managed and controlled by the board. Section 7.2 Number of Directors; Elections; Term of Office. The number of directors constituting the entire board shall be four (4). The directors of the Association shall be its officers president, vice president, secretary and treasurer. Each director shall hold office until said director is replaced, removed or resigns. Section 7.3 Resignation. Any director may resign at any time by giving a written notice of such resignation to the president or the secretary. Section 7.4 Removal. A director may be removed from office at the annual meeting of the Association or at any special meeting called for that purpose by a majority vote of the members at a meeting at which quorum is president. Section 7.5 Meetings. Meetings of the board shall be called by the President or any two (2) directors. Section 7.6 Notice. Notice of all board meetings, except as otherwise provided in these bylaws, shall be given and shall be deemed delivered by deposit in the U.S. Mail addressed to the last known business or residence address of the director, at least three (3) days before the meeting, or by personal delivery at least two (2) days before the meeting, or by electronic mail/notice if the director has provided electronic contact information to the Association. Any business may be transacted at any board meeting. 5
Section 7.7 Waiver of Notice. Whenever notice of a meeting of the board is required to be given, a waiver in writing signed at any time by the person or persons entitled to such notice shall be deemed equivalent to the given of such notice. Neither the business to be transacted at, nor the purpose of, any meeting of the board need be specified in the waiver of notice. Attendance of a director at a meeting of the board shall constitute a waiver of notice of such meeting, except where a director attends the meeting and objects as to the transaction of any business because the meeting is now lawfully called or convened. Section 7.8 Chairperson. At all meetings of the board, the President, or in the President's absence, a chairperson chosen by the directors shall preside. Section 7.9 Quorum. Except as otherwise provided by law or by the articles of the corporation or these bylaws, a majority of the number of directors set forth in Section 7.1 above shall constitute a quorum for the transaction of business at a meeting of the board and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board, except as may be otherwise specifically provided by statute or by these bylaws. If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting from time to time without further notice to any absent director. Section 7.10 Compensation. Directors shall receive no compensation for their services in that role. The board shall have power in its discretion to contract for and to pay to directors rendering unusual or exceptional services to the corporation special compensation appropriate to the value of such services. Section 7.11 Presumption of Assent. A director who is present at a meeting of the board or committee at which action on a corporate matter is taken shall presume to have assented to the action taken, unless a dissent shall be entered in the minutes of the meeting, or unless the director files a written dissent to the action with the person acting as the secretary of the meeting before its adjournment or forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right of dissent shall not apply to a director who voted in favor of such action. Section 7.12 Informal Action Without Meeting. Any action required or permitted by the Articles of Incorporation or Bylaws or any provision of law to be taken by the board at a meeting or by resolution may be taken without a meeting by consent in writing, setting forth the action so taken, and shall be signed by all the directors then in office. ARTICLE 8 ANNUAL MEETING The Association shall hold its annual meeting in May. The directors shall determine the site 6
of the meeting; provided, the site shall be in Dane County, Wisconsin. All members shall receive notice of said meeting by mail, personal delivery, or electronic notice. ARTICLE 9 COMMITTEES Members may volunteer for appointment to any of the following committees, which shall be charged with reporting to the members at meetings of the membership, as well as periodic reports to the Board of Directors: Section 9.1 Social and Activities Committee Members of this committee will take the lead in planning, coordinating and running Association social events and other neighborhood-wide activities. Activities may include: annual 4th of July parade and picnic, neighborhood garage sale, developing welcome packages for new residents, adult social events, etc. Section 9.2 Communications Committee Members of this committee will oversee Association communications among members and residents. This includes maintaining, updating and expanding use of the Assocation website, producing a newsletter (quarterly or semiannually) with possible business sponsorship and the occasional update of the Association membership directory. Block captains (Section 9.4 below) will also be part of this committee. Section 9.3 Safety and Development Committee Members of this committee will initially focus on two proposed topics: Architectural Control and, Park and Landscaping. Architectural Control will help residents understand and comply with the property restrictions and covenants that are in place in Maple Grove and Prairie Hills (they are separate covenants). Park and Landscaping will coordinate an annual park clean up day, work to provide improvements and development of Maple Prairie park, will maintain the two entrance signs for Maple Grove (and any future signage in the Association) as well as coordinate maintenance and landscaping of any traffic calming medians that are built on Prairie Road. Any neighborhood watch efforts will also fall under the committee. Section 9.4 Block Captains. The block captain shall act as liaison between the board of directors and the area assigned to each respective captain and shall report neighborhood concerns to the directors, arrange for the distribution of the newsletter and other materials (but not including campaign and political materials), and conduct door-to-door surveys if an issue or concern pertaining to the neighborhood arises. ARTICLE 10 SEAL 7
The Association shall not have a corporate seal, and in its place there shall be affixed, whenever appropriate, a statement or notation of the effect that the Association has no seal. ARTICLE 11 FISCAL YEAR The fiscal year of the Association shall be July 1 June 30. It may be changed by resolution of the Board of Directors. ARTICLE 12 AMENDMENTS The members shall have the power to make, alter, amend and repeal the bylaws of the Association by a two-thirds (2/3) majority vote of those present and voting at any meeting of the membership at which quorum is present. A secretary shall submit all purposed amendments to the membership at least two (2) days in advance of a meeting at which they will be considered. Amendments to the Bylaws adopted by the membership shall become effective immediately upon adoption or as directed by the membership. ARTICLE 13 FINANCE All funds of the Association shall be deposited in a financial institution designated by the Board of Directors and shall be withdrawn only upon the check of the Association signed by the treasurer and countersigned by the president. ARTICLE 14 DISSOLUTION Section 14.1 The membership may vote to dissolve the Association by vote of threequarters (3/4) majority at a meeting at which quorum is present and for which notice has been given pursuant to paragraph 6.2 above. Section 14.2 Upon dissolution of the Association, the Association's assets, after payment of outstanding debts, will be contributed to a nonprofit charitable, educational or recreational organization directly benefiting the Maple-Prairie Neighborhood. If the membership does not approve a plan of distribution of the assets when approving the dissolution, the Board of Directors shall make such distribution. 8
APPROVED: Date: May 22, 2008 Michael Bormett, President 9