NEAR-ByLaws

NEAR - New Eastside Association of Residents....BYLAWS

BY-LAWS OF THE NEW EASTSIDE ASSOCIATION OF RESIDENTS revised September, 2000

ARTICLE I - NAME The name of the corporation shall be the New Eastside Association of Residents, hereinafter referred to as NEAR.

ARTICLE II- PURPOSE AND POLICY

Section 1. Purpose The purpose of NEAR shall be to promote and enhance the quality of life for residents of the area known as the New Eastside, the geographical boundaries of which are Lake Michigan on the east, (within the City of Chicago), the Chicago River on the north, Michigan Avenue on the West and Grant Park on the South.

Section 2. Policy NEAR shall be an independent, not-for-profit, and non-partisan corporation and shall not

affiliate or associate with any other organization, except as may be specifically approved

by its Board of Directors.

ARTICLE III - MEMBERSHIP

Section 1. Classes of membership (a) Residents. Those individuals who reside within the geographical boundaries of the New Eastside. (b) Associates. Others interested in supporting the purpose and policy of NEAR.

Section 2. Dues. Membership in NEAR shall be contingent upon the payment of annual dues. The Board of Directors shall set the dues for each membership class.

Section 3. Membership Year. The membership year shall run from January 1 through December 31, regardless of when membership dues are paid.

Section 4. Voting Rights. Resident members shall each have one vote on matters submitted to the membership. Associate members shall have no voting rights.

Section 5. Termination of Membership. After a hearing, the NEAR Board of Directors, by a two-thirds affirmative vote of all Board members, may expel a member for cause.

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ARTICLE IV - BOARD OF DIRECTORS

Section 1. General Powers. The affairs of the corporation shall be managed by or under the direction of its Board of Directors.

Section 2. Composition. The corporation Board of Directors shall be composed of the five officers.

Section 3. Election. The Board of Directors shall be elected by a majority of those members present and voting at the annual meeting. One third of the paid members shall constitute a quorum. The Secretary will present the recommendation slate for Board vacancies after which nominations shall be permitted from members in attendance. A person nominated from the floor must be present to accept the nomination, or there must be an acceptance of the nomination in writing to the Secretary. Only members in good standing may be elected to the Board of this corporation.

Section 4. Terms. Each elected member shall serve two years.

Section 5. Meetings. Regular meetings of the Board of Directors shall be held, at least four times a year at intervals determined by the Board. The Board of Directors may provide, by resolution, the time and place of regular meetings of the Board without other notice than such resolution. Special meetings of the Directors may be called by or at the request of the President or any three (3) directors. Notice of any special meeting of the Board shall be given to each director in written form no less than two (2) days prior to such Board meeting.

Section 6. Quorum. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business.

Section 7. Vacancy. In the event a member of the Board of Directors is unable to fulfill the position, the President may, with approval of the Board, make an interim appointment to fill the position until the next Board election.

ARTICLE V. OFFICERS

Section 1. Number. The officers of this corporation shall consist of a President, 1st Vice-President, 2nd Vice-President, Secretary, and Treasurer.

Section 2. Election and Term of Office. The officers of the corporation shall be

elected annually by the Board of Directors at the first Board meeting following their

election.

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Section 3. Vacancies. Vacancies may be filled or new officers created and filled at any meeting of the Board of Directors.

Section 4. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board, whenever, in its judgment, the best interests of the corporation would be served thereby. After an appropriate hearing and three affirmative votes of the Board members present, said officer may be removed.

Section 5. President. The president shall preside at all meetings of the corporation and the Board of Directors. The President shall be in charge of the business and affairs of the corporation subject to the direction and control of the Board and shall have such usual powers of supervision and management as may pertain to the office of President. The president shall, with approval of the Board, appoint all standing and ad hoc committee chairs and the parliamentarian. Except for the Nominating Committee, the President shall be an ex-officio member of all the committees.

Section 6. 1st Vice-President. The 1st Vice-President shall assist the President in the discharge of presidential duties and perform such other duties as the President of the Board of Directors may designate. The 1st Vice-President shall serve as Program Chair. In the absence of the President or in the event that the event of the President's inability or refusal to act, the 1st Vice-President shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions of the President. In the event that the President shall be unable to serve a full term in office, the 1st Vice-President shall succeed to that position until the next regular election.

Section 7. 2nd Vice-President. The 2nd Vice-President shall assist the President in the discharge of presidential duties and perform such other duties as the President or Board of Directors may designate. The 2nd Vice-President shall serve as Publicity Chair. In the absence of the President and 1st Vice-President or in the event that the President and 1st Vice-President's refusal to act, the 2nd Vice-president shall perform the duties of the President and 1st Vice-President and when so acting, shall have all the powers of and be subject to all the restrictions of the President. In the event that the President and 1st Vice-President shall be unable to serve a full term of office, the 2nd Vice-President shall succeed to that position until the next regular election.

Section 8. Secretary. The Secretary shall be responsible for accurate record of the proceedings and business of all meetings of the membership and Board of Directors.

Section 9. Treasurer. The treasurer shall receive all monies due and shall deposit them in the name of the corporation in a bank approved by the Board of Directors. The Treasurer shall be in charge of and responsible for the maintenance of adequate books of accounting for the corporation and perform all duties incident to the office of Treasurer

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and other such duties as from time to time as they may be assigned by the president or Board.

ARTICLE VI -COMMITTEES.

Section 1. Composition. Committee chairs, as appointed by the President, shall select committee members. Each committee shall consist of one director and such other persons as the committee chair designates, provided that a majority of each committee's members are directors.

Section 2. Standing Committees.

(a) By-Laws. The By-Laws Committee shall be responsible for reviewing the By-Laws and suggesting amendments as necessary.

(b) Membership. The membership committee shall be responsible for actively recruiting new members. The Committee shall keep an accurate accounting of current members and shall annually distribute an updated membership list to the Board.

(c ) Ad hoc Committees. The President may appoint ad hoc committees with the approval of the Board of Directors.

ARTICLE VII - FINANCES.

Section 1. Financial Transactions. The Board of Directors shall authorize two (2) or more officers to execute the financial transactions of the corporation.

Section 2. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or, devise for the general purpose or for any special purpose of the corporation.

Section 3. Books and Records. The Corporation shall keep correct and complete books and records of accounts. All books and records of the corporation may be inspected by any member or member's agent or attorney for any proper purpose at any reasonable time. An annual audit in the form designated by the Board and by person or persons appointed by the Board shall be made of the corporation's accounts at the close of the fiscal year.

ARTICLE VIII - MEETINGS.

Section 1. Annual Membership Meetings. The annual meeting of the general membership shall be held in January, at the beginning of the fiscal year for the purpose of

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electing Directors to fill Board of Director vacancies and for acceptance of the annual

report of the President. Written notice of the meeting shall be mailed with the proposed

slate for the Board of Directors to the general membership at least 20 days prior to the

meeting.

Section 2. General Membership Meetings. There shall be at least four (4) meetings of the general membership during each fiscal year. The time, date and place of said meetings shall be set by the Board of Directors.

Section 3. Special Membership Meetings. Special meetings of members may be called by the President, the Board of Directors, or not less than one-tenth of those corporation members having voting rights.

Section 4. Membership Meeting Notice. There shall be written notice to the general membership of the place, date and hour of each membership meeting.

ARTICLE IX - AMENDMENTS . These By-laws may be amended in part or in whole at any meeting of the Board of Directors by a two-thirds vote of all Board members present and voting, a quorum being present, providing that written notice of the proposed amendment be given at one Board meeting prior to the meeting at which the amendment is voted upon.

ARTICLE X - WAIVER OF NOTICE. Whenever any notice is required to be given under the provisions of the General Not-for-Profit Corporation Act of Illinois or under provisions of the articles of incorporation or by the by-laws of the corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because notice was not given.

ARTICLE XI - INDEMNIFICATION.

(a) The corporation shall indemnify any person who was or is a party or is threatened to be made a party to or witness in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that the person was a member, director or any officer of the corporation against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding to the fullest extent and in the manner set forth in and permitted by the Illinois General Not-for-Profit Corporation Act and any other applicable law, as from time to time in effect. Such right or indemnification shall not be deemed exclusive of any other rights to which such member, director or officer may be entitled apart from the foregoing provisions.

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The foregoing provisions of this Article shall be deemed to be a contract between the corporation and each member director and officer who serves in such capacity at any time while this Article and the relevant provisions of the Illinois General Not-for -Profit Corporation Act and any other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing, with respect to any statement of facts then or theretofore existing, or any action, suit or proceeding theretofore, or thereafter brought or threatened based in whole or in part upon any such state of facts.

(b) The corporation may indemnify any person who was or is a party or is threatened to be made a party to or witness in any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that person is or was an employee or agent of the corporation, as a member, director, officer, employee or agent of the corporation, as against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding to the extent and in the manner set forth in and permitted by the Illinois General Not-for-Profit Corporation Act or any applicable law as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which any such person may be entitled apart from the foregoing provisions.

ARTICLE XII - PARLIAMENTARY AUTHORITY. Robert's Rules of Order shall govern the conduct of business in all cases in which they are applicable and not in conflict with these By-laws.

REVISED - September, 2000

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BY-LAWS OF THE NEW EASTSIDE ASSOCIATION OF RESIDENTS revised May 25, 2011

ARTICLE I - NAME The name of the corporation shall be the New Eastside Association of Residents, hereinafter referred to as NEAR.

ARTICLE II - PURPOSE AND POLICY

Section 1. Purpose The purpose of NEAR shall be to promote and enhance the quality of life for residents of the area known as the New Eastside through information-sharing and education, The geographical boundaries of NEAR are Lake Michigan on the east, (within the City of Chicago), the Chicago River on the north, Michigan Avenue on the West and Grant Park on the South.

Section 2. Policy NEAR shall be an independent, not-for-profit, and non-partisan corporation and shall not affiliate or associate with any other organization, except as may be specifically approved by its Board of Directors.

ARTICLE III - MEMBERSHIP

Section 1. Membership

(a) Residents. Those individuals who reside within the geographical boundaries of the New Eastside.

(b) Associates. Others interested in supporting the purpose and policy of NEAR.

Section 2. Voting Rights. Resident members shall each have one vote on matters submitted to the membership. Associate members shall have no voting rights.

ARTICLE IV - BOARD OF DIRECTORS

Section 1. General Powers. The affairs of the corporation shall be managed by or under the direction of its Board of Directors.

Section 2. Composition. The corporation Board of Directors shall be composed of the directors elected at the annual meeting.

Section 3. Election. The Board of Directors shall be elected by a majority of those members present and voting at the annual meeting. The Secretary will present the recommended slate for Board vacancies after which nominations shall be permitted from members in attendance. A person nominated from the floor must be present to accept the nomination, or there must be an acceptance of the nomination in writing to the Secretary.

Section 4. Terms. Each elected member shall serve two years.

Section 5. Meetings. Regular meetings of the Board of Directors shall be held at intervals determined by the Board. The Board of Directors may provide, by resolution, the time and place of regular meetings of the Board without other notice than such resolution. Special meetings of the Directors may be called by or at the request of the President or any three (3) directors. Notice of any special meeting of the Board shall be given to each director in written form, by e-mail or by phone no less than two (2) days prior to such Board meeting.

Section 6. Quorum. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business.

ARTICLE V - OFFICERS

Section 1. Number. The officers of this corporation shall consist of a President, 1st Vice-President, 2nd Vice-President, Secretary, and Treasurer.

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at the first Board meeting following their election.

Section 3. Vacancies. Vacancies may be filled or new officers created and filled at any meeting of the Board of Directors.

Section 6. 1st Vice-President. The 1st Vice-President shall assist the President in the discharge of presidential duties and perform such other duties as the President of the Board of Directors may designate. The 1st Vice-President shall serve as Program Chair. In the absence of the President or in the event of the President's inability or refusal to act, the 1st Vice-President shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions of the President. In the event that the President shall be unable to serve a full term in office, the 1st Vice-President shall succeed to that position until the next regular election.

Section 7. 2nd Vice-President. The 2nd Vice-President shall assist the President in the discharge of presidential duties and perform such other duties as the President or Board of Directors may designate. The 2nd Vice-President shall serve as Publicity Chair. In the absence of the President and 1st Vice-President or in the event that the President and 1st Vice-President's refusal to act, the 2nd Vice-president shall perform the duties of the President and 1st Vice-President and when so acting, shall have all the powers of and be subject to all the restrictions of the President. In the event that the President and 1st Vice-President shall be unable to serve a full term of office, the 2nd Vice-President shall succeed to that position until the next regular election.

Section 8. Secretary. The Secretary shall be responsible for accurate record of the proceedings and business of all meetings of the membership and Board of Directors.

ARTICLE VI - COMMITTEES

Section 2. Standing Committees.

(a) By-Laws. The By-Laws Committee shall be responsible for reviewing the By-Laws and suggesting amendments as necessary.

(b) Membership. The membership committee shall be responsible for actively recruiting new members. The Committee shall keep an accurate record of email addresses used to communicate with the New Eastside residential community and other interested persons. and shall annually distribute an updated e-mail list to the Board.

ARTICLE VII - FINANCES

Section 1. Financial Transactions. The Board of Directors shall authorize two (2) or more officers to execute the financial transactions of the corporation.

Section 2. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or, devise for the general purpose or for any special purpose of the corporation.

ARTICLE VIII - MEETINGS

Section 1. Annual Membership Meetings. The annual meeting of the general membership shall be held in January, at the beginning of the fiscal year for the purpose of electing Directors to fill Board of Director vacancies and for acceptance of the annual report of the President. Written notice of the meeting shall be communicated via e-mail, the NEAR community website, (www.neweastside.org,) and flyers to all residential buildings. This notice will include the proposed slate for the Board of Directors.

Section 2. General Membership Meetings. There shall be meetings of the general membership as needed during each fiscal year. The time, date and place of said meetings shall be set by the Board of Directors and communicated to resident and associate members via e-mail, the NEAR community website and residential building flyers.

ARTICLE IX - AMENDMENTS These By-laws may be amended in part or in whole at any meeting of the Board of Directors by a two-thirds vote of all Board members present and voting, a quorum being present, providing that written notice of the proposed amendment be given at one Board meeting prior to the meeting at which the amendment is voted upon.

ARTICLE X - WAIVER OF NOTICE Whenever any notice is required to be given under the provisions of the General Not-for-Profit Corporation Act of Illinois or under provisions of the articles of incorporation or by the by-laws of the corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because notice was not given.

ARTICLE XI - INDEMNIFICATION

(a) The corporation shall indemnify any person who was or is a party or is threatened to be made a party to or witness in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that the person was a committee member, director, or any officer of the corporation against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding to the fullest extent and in the manner set forth in and permitted by the Illinois General Not-for-Profit Corporation Act and any other applicable law, as from time to time in effect. Such right or indemnification shall not be deemed exclusive of any other rights to which such committee member, director or officer may be entitled apart from the foregoing provisions.

The foregoing provisions of this Article shall be deemed to be a contract between the corporation and each committee member, director, and officer who serves in such capacity at any time while this Article and the relevant provisions of the Illinois General Not-for -Profit Corporation Act and any other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing, with respect to any statement of facts then or theretofore existing, or any action, suit or proceeding theretofore, or thereafter brought or threatened based in whole or in part upon any such state of facts.

(b) The corporation may indemnify any person who was or is a party or is threatened to be made a party to or witness in any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that person is or was an employee or agent of the corporation, as a committee member, director, officer, employee or agent of the corporation, as against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding to the extent and in the manner set forth in and permitted by the Illinois General Not-for-Profit Corporation Act or any applicable law as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which any such person may be entitled apart from the foregoing provisions.

ARTICLE XII - PARLIAMENTARY AUTHORITY. Robert's Rules of Order shall govern the conduct of business in all cases in which they are applicable and not in conflict with these By-laws.

REVISED - May 25, 2011

This September, 2000 NEAR By Law version will be left on the www.NewEastside.ORG website for future reference for comparison with the May 25, 2011 version above.

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