Bylaws

UNIVERSITY HILL FARMS ASSOCIATION, INC.
BY-LAWS

The mission of the University Hill Farms Association is to contribute to Madison’s greater community by supporting and representing the Hill Farms neighborhood, schools, and environment.

ARTICLE I: MEMBERSHIP AND DUES

Section 1. Membership in the University Hill Farms Association, Inc. shall be open to all adult residents of those areas of the City of Madison known as University Hill Farms and all additions thereto, University Highlands, Cloverdale and Robin Park, but excluding the area north of Regent Street and east of Eau Claire Avenue, and further excluding the area west of Eau Claire Avenue and north of Lots 1 through 14 of the University Hill Farms, Seed Farm Addition.

Section 2. Any such resident may become a member by paying the annual household membership fee. Such payment will entitle all adult residents of that household to membership.

Section 3. The annual membership fee shall be set by the Board of Directors and be payable on November 1 of each year, and membership shall begin November 1.

Section 4. Membership in the Association shall be terminated by:

Section 5. A member is entitled to one vote at any corporate meeting.

ARTICLE II: ASSOCIATE MEMBERSHIP

Section 1. In addition to regular members, the Association shall have a class of members who shall be called "associate members". The following persons shall be eligible to be associate members:

Section 2. Associate members shall have no vote on any matter to be voted on by members of the Association. Associate members shall not be eligible to be elected as directors or officers of the Association or as members of the Architectural Review Committee. Associate members may be appointed to serve on any Association committee or to participate in any other manner in the business of the Association, subject to these By Laws.

Section 3. Associate members shall pay membership dues in the same amounts and on the same schedule as regular members of the Association, but the Board of Directors may increase the amount of such dues for associate members, in the sole discretion of the Board of Directors, if the cost of serving such associate members is higher than the cost of serving regular members.

Section 4. Associate members shall be permitted to participate in the activities of the Association on the same basis as regular members, except as otherwise provided in this Article, on such terms as are approved by the Board of Directors. Subject to the preceding sentence, the members of the household of the associate member shall be eligible to participate in the activities of the Association based on the dues payment and enrollment of an adult member of the household as an associate member. The Board of Directors may limit the number of Associate members, and may limit the activities in which such Associate members may participate, in its sole discretion from time-to-time, when such limitations are deeded to be in the best interest of the Association or its regular members.

ARTICLE III: CORPORATE MEETINGS

Section 1. All meetings of the corporation shall be held at such place in the City of Madison designated by the Board of Directors.

Section 2. The annual meeting of the corporation shall be held during October as the Board shall designate.

Section 3. Special meetings shall be held when directed by the President or the Board of Directors or when requested in writing by not less than fifty (50) members. Notice of a special meeting shall designate the items of business to be considered.

Section 4. The Secretary shall give each household five (5) days written or electronic notice of each meeting.

Section 5. Each member must be present in order to vote, and there shall be no voting by proxy.

Section 6. Ten members in attendance shall constitute a quorum.

Section 7. The conduct of corporate meetings shall be guided by the principles of Robert's Rules of Order.

ARTICLE IV: OFFICERS

Section 1. Officers of the corporation shall be a president, vice-president, secretary, and treasurer, each of whom shall be elected for a term of one year, commencing at the annual meeting, and shall hold office until a successor is elected and qualified. No one shall be eligible who is not a member in good standing. No officer may serve in the same office more than three consecutive terms, provided that having served three consecutive terms he/she shall be eligible to again serve after a lapse of one year.

Section 2. At least ninety (90) days prior to the annual meeting, the Board of Directors shall designate a nominating committee consisting of three (3) members of the Association. The committee shall meet not less than sixty (60) days prior to the annual meeting and nominate one (1) candidate for each position. The list of nominated candidates shall be included with the notice of the annual meeting. Each member of the Association may nominate from the floor one additional candidate for each office. Election shall be by majority vote.

Section 3. The President shall preside at all meetings of the corporation and at all meetings of the Board of Directors and shall have general supervision of the affairs of the corporation. The president may assign duties to the vice president and past president. The president, with the approval of the Board of Directors, may appoint such committees as may be deemed necessary. One of the committees shall be the auditing committee which shall report at the annual meeting on the treasurer’s reports and records. The president may be an alternate signatory on the accounts of the corporation.

Section 4. The Vice President shall perform the duties of the President in the absence or disability of the president. The immediate past president shall perform the duties of the President in the absence or disability of the President and Vice President.

Section 5. The Secretary shall issue notice of all meetings of the corporation and the Board of Directors, keep minutes of the same, have charge of all records and papers, and perform such other duties as are incident to that office.

Section 6. The Treasurer shall have custody of all money and securities of the Association, give such bond as the Board may require, sign all checks of the Association and perform such duties as are incident to that office.

Section 7. Vacancies may be filled by appointment of the Board of Directors and such appointee shall serve until the next annual meeting.

Section 8. An officer may be removed by a majority vote of the members at any meeting of the Association, provided that the notice of such meeting shall specify that such removal is one of the items of business to be taken up.

Section 9. The officers and immediate Past President shall constitute the executive committee, except that in the event that there is no immediate Past President, the Board of Directors shall designate one additional Director to serve on the executive committee. The executive committee shall perform such duties as are assigned by the board of directors.

ARTICLE V: BOARD OF DIRECTORS

Section 1. The business and property of the Association shall be managed by a Board of Directors which shall consist of (a) the four officers of the association, (b) the immediate past president, (c) the Chair of the Architectural Review Committee who shall serve ex officio with the right to vote, and (d) no less than five (5) nor more than the maximum number of directors determined by the Board of Directors from time-to-time, who shall be elected by the members and serve a two year term or until their successors are elected. Directors elected by the members shall serve as Chairs of the standing committees. Each standing committee may elect a vice-chair who will assume the duties of the chair in case of his/her absence or disability, including participating as a member of the Board of Directors. No director may be elected for a third consecutive term unless one corporate year has expired since his/her last term as director for that committee position.

Section 2. Standing Committees are: 4th of July, History and Social Events, Newsletter, Membership/Directory, Safety, School Liaison, Parks, Technology and Website, and Planning.

Section 3. Candidates for director shall be members and shall be nominated and elected in the same manner as is provided for officers.

Section 4. Regular meetings of the board shall be held at least quarterly in the City of Madison. Special meetings may be called by the president or, in his/her absence, the vice president, and may also be called upon written request of any two directors. Notice of the meetings shall he given by the secretary at least three (3) days in advance of the meeting.

Section 5. A quorum shall consist of a majority of the members of the board.

Section 6. Each board member shall have one vote at board meetings.

Section 7. Vacancies on the board may be filled by appointment of the board and shall serve until the next annual meeting.

Section 8. The officers shall report to the members of the corporation on the state of affairs of the corporation at the annual meeting.

Section 9. The conduct of directors' meetings shall be guided by the principles of Robert’s Rules of Order.

ARTICLE VI: FINANCE

Section 1. The funds of the corporation shall be deposited in such bank or other financial institution as the Board of Directors shall designate, and shall be withdrawn only by checks, drafts or order of the Association signed by the treasurer.

Section 2. The fiscal year of the corporation shall commence October 1 and end September 30.

Section 3. The treasurer shall make the accounting reports and records available to the auditing committee so that it may report on its examination of such records at the annual meeting.

ARTICLE VII: ARCHITECTURAL REVIEW COMMITTEE

Section 1: Membership.  Members of the Committee shall be appointed by the Hill Farms Association Board of Directors from Hill Farms property owners who are members of the Hill Farms Association. The Committee shall be composed of nine (9) members.

Members shall be appointed to terms of three (3) years, staggered so that one-third (1/3) are appointed each year. Terms shall begin and end at the Association Annual Meeting. The Board may also remove members for good cause before their terms have expired and appoint new members to fill vacancies as they may occur.

Section 2: Officers. The Committee shall elect a Chairman, a Vice-Chairman, and Secretary/Treasurer from its number, to serve one (1) year terms and may adopt policies, rules of procedure, and forms as needed for its operation, with the approval of the Board of Directors. A quorum shall be a majority of the appointed members.

Section 3: Fees. The Committee will require a fee to accompany any proposal submitted for review.

Section 4: Appeals. Any decision of the Committee may be appealed to the Hill Farms Association Board of Directors. The decision of the Board shall be final with respect to the proposed improvement.

ARTICLE VIII: AMENDMENTS

The Board of Directors may not unilaterally amend or waive these by-laws.

Amendments to these by-laws may be made only by a majority vote of those members present at any corporate meeting, upon the recommendation of the Board of Directors, provided that the notice of the corporate meeting states that the By-Laws may be amended at that meeting.

 

Revised November 2011