AMENDED AND RESTATED BYLAWS OF HAMLIN PARK NEIGHBORS NFP Article 1. Name of Organization 1.1. The name of this organization shall be Hamlin Park Neighbors NFP (“HPN”). HPN shall be incorporated as, and function and operate as, a not-for-profit corporation in the state of Illinois. HPN is a Branch of the Lake View Citizens Council (“LVCC”). 1.2. The boundaries of the area of operation of HPN shall be: Diversey on the south; Belmont on the north; Ravenswood on the east; and the Chicago River on the West. Article 2. Purpose of the Organization 2.1. The purpose of HPN shall be to involve residents, property owners and persons who work in our neighborhood in efforts to improve our area. HPN shall attempt to initiate community action for the well-being of the neighborhood. It shall provide positive alternatives rather than serve as a grievance board. 2.2. Other purposes of HPN include: 2.2.1. To foster racial harmony and integration; 2.2.2. To foster community concern and friendship among neighbors; 2.2.3. To maintain a peaceful, safe environment; 2.2.4. To represent the interests and problems of all age groups, especially the young; 2.2.5. To generally improve the quality of life for all by encouraging the efforts of individuals to be active in the community; 2.2.6. To inform residents within the HPN boundaries about issues of general concern to the neighborhood through newsletters, association meetings and other means; 2.2.7. To encourage the enhancement of aesthetics in the neighborhood; 2.2.8. To represent the interests of the neighborhood to relevant governmental and civic agencies. Article 3. Membership, Dues and Meetings 3.1. Anyone who lives, works or owns property within the HPN boundaries, and who is 18 years of age or older, is eligible for HPN Regular Membership (“HPN Member”). HPN Regular Membership includes membership in LVCC. 3.2. At its discretion, HPN may create a classification of HPN membership known as “HPN Associate Membership.” HPN Associate Members must live or work within the HPN boundaries. HPN Associate Members may participate in the discussions and affairs of HPN but shall not have a vote at LVCC membership meetings and shall not be eligible for membership on the Board of Directors or President’s Advisory Council of LVCC. 3.3. Annual Dues for HPN Members shall comprise and include dues for HPN membership and dues for LVCC membership. HPN shall be responsible for tendering to LVCC all dues required to be paid to LVCC for LVCC membership of each HPN Member. 3.4. Annual Dues for HPN Members and HPN Associate Members will be voted upon and established for each subsequent membership year during the April meeting of the general membership (“General Meeting”). Membership years shall run from June 1 though May 31 of the following year or as otherwise set by LVCC. Annual Dues for the following membership year shall be set by a majority vote of the HPN Members present at the April General Meeting. HPN Bylaws B January 2006 Page 1 3.5. A person eligible for HPN membership shall become an HPN Member for a one (1) membership year term immediately upon payment of the Annual Dues then in effect. Dues will not be prorated. 3.6. Honorary HPN Associate Membership may be awarded to persons who have performed services that tend to further the purposes of HPN. The Board shall initiate nominations for Honorary Associate Membership. The election of Honorary Associate Membership shall be by majority vote of the HPN Members/Associate Members present at such vote. Honorary Associate Members shall have no vote on any HPN matter. 3.7. All HPN General Meetings will be held on the fourth Tuesday of every month at 7:30 PM at the Hamlin Park Field House. The HPN Annual Meeting will be held on the fourth Tuesday of the month of September at 7:30 PM at the Hamlin Park Field House. 3.8. Written notice stating the place, day, and hour of any Meeting or rescheduled Meeting of the Officers and, in the case of a Special Meeting, the purpose or purposes for which the Meeting is called, shall be delivered by flyers to be passed around door-to-door, canvassing, phoning, mailings and e-mailings, or by way of the HPN website, not less than 5 nor more than 60 days before the date of the Meeting, or in the case of a removal of one or more directors, a merger, consolidation, dissolution or sale, lease or exchange of assets not less than 20 nor more than 60 days before the date of the Meeting, by or at the direction of the President, or the Secretary, or the Officer or persons calling the meeting, to each HPN Member/Associate Member of record entitled to vote at such Meeting. 3.9. A Quorum consisting of ten (10) HPN Members/Associate Members shall be required for the transaction of any HPN business. 3.10. Only HPN Members/Associate Members may vote at HPN meetings. Notwithstanding the above, for an HPN Member/Associate Member to be eligible to vote on any HPN matter, such Member/Associate Member shall have attended at least one HPN General Meeting within the twelve (12) months preceding the Meeting at which the HPN Member/Associate Member seeks to cast a vote. Any HPN Member/Associate Member wishing to vote at a Meeting must be present at the Meeting at the time the matter is called for a vote. No HPN Member/Associate Member may vote by proxy or by absentee ballot. Each eligible voting HPN Member/Associate Member shall be entitled to one (1) vote on each matter submitted to a vote of the HPN membership. All votes shall be counted by a show of voting cards or hands, at the discretion of the Board. An affirmative vote of more than fifty percent (50%) of the eligible voting Members/Associate Members present and voting shall be binding on HPN. 3.11. The order of each General Meeting shall be: 3.11.1. Call to Order 3.11.2. Approval of Minutes 3.11.3. Principal presentation (as invited by the Board of Directors) 3.11.4. Reports 3.11.4.1. Representatives 3.11.4.2. Committees 3.11.4.3. Treasurer 3.11.4.4. President 3.11.5. Old Business 3.11.6. New Business HPN Bylaws B January 2006 Page 2 3.11.7. Adjournment Article 4. Board of Directors, Officers and LVCC Delegates 4.1. The Board of Directors (“Board Members” or “Board”) shall consist of not less than 3 persons nor more than 8 persons, which persons shall be those persons elected from the HPN Membership to fill the Offices of HPN. 4.2. Board Members and Officers shall be elected at HPN Annual Meetings to terms as set forth below by a vote of the Members/Associate Members. At the time of election, the names of all candidates for the Board and Officers shall be placed in nomination. Subject to the existence of a quorum, election to the Board and to the position of any Office requires a majority vote of the eligible voting membership present. 4.3. The newly elected Board and Officers will begin serving their terms at the conclusion of the HPN Annual Meeting during which they were elected. Each Board Member and Officer shall hold office for the term for which they were elected and until their successor shall have been elected and qualified. 4.4. The Officers will meet on the second Tuesday of every month at 7:30 PM at a place to be determined by the Board, subject to rescheduling pursuant to Section 3.8. The location of each Meeting will be announced at the preceding General Meeting. Meetings shall be open to any HPN Member/Associate Member or person eligible for HPN membership. No further notice of Meetings shall be required. 4.5. The Officers shall manage the affairs of HPN in the interim between General Meetings. The Officers shall be accountable to the HPN membership; shall seek the views of those affected by any proposed Officers action or HPN action before adopting any recommendation on behalf of HPN; and shall strictly comply with these Bylaws. 4.6. A quorum at all meetings of the officers shall consist of a majority of the officers then in office. Decisions made at officers meetings shall be made by majority vote of officers present. In the event that a majority vote cannot be attained on an issue raised at an officers meeting, such issue shall be tabled by the officers and shall be brought to the next General Meeting for a vote by the HPN membership present at such General Meeting. 4.7. Emergency Board and Officers Meetings may be called by the President and/or, upon reasonable request by five (5) HPN Members, shall be called by the President. Three (3) days written notice of Emergency Board and Officers Meetings to Board Members and Officers shall be required. Notice shall be deemed to have been given three (3) days after being sent. 4.8. In the event that five (5) or more HPN Members make or join in a request at an Officers Meeting to bring any particular issue to the general membership, the Officers shall table such issue without a vote and shall submit it to a vote of the HPN membership at the next HPN Bylaws B January 2006 Page 3 General Meeting or, in the case of an emergency, at a properly noticed Special Meeting of HPN Members. 4.9. A Board Member of Officer may resign at any time by written notice delivered to the Board, or to the President or Secretary of HPN. A resignation is effective when the notice is delivered unless the notice specifies a future date. The pending vacancy may be filled before the effective date, but the successor shall not take office until the effective date. 4.10. Any vacancy in the Board or Officers may be filled on a temporary basis pending the next General Meeting by the affirmative vote of a majority of the Directors then in office. At the next General Meeting following the vacancy, the HPN membership shall vote for a permanent replacement to fill the Board or Officer vacancy. 4.11. No Board Member or Officer may be removed, except as follows: (1) A Board Member or Officer may be removed by the affirmative vote of two-thirds of the votes present and voted. (2) No Board Member or Officer shall be removed at a General Meeting unless written notice of such meeting is delivered to all HPN Members/Associate Members entitled to vote on the removal of Board Members or Officers. Such notice shall state that a purpose of the Meeting is to vote upon the removal of one or more Board Members or Officers named in the notice. Only the named Board Member or Officer may be removed at such Meeting. 4.12. The Officers of HPN are as follows: President, Vice President, Secretary and Treasurer. The same person may hold the Offices of Vice President and Treasurer, or the Offices of Secretary and Treasurer. Any Officer may serve additionally as an elected LVCC Delegate pursuant to Article 4.18 below. Other than the above, no person may hold or be elected to more than one Office. 4.13. The President shall: 4.13.1. prepare the agendas for all General Meetings and for Officers Meetings; 4.13.2. preside at all General Meetings and Officers Meetings; 4.13.3. authorize all expenditures of HPN monies; 4.13.4. be elected by HPN Members/Associate Members for a two (2) year term; and 4.13.5. serve no more than two (2) consecutive terms. 4.14. The Vice President shall: 4.14.1. assume the duties of the President should that office become vacant; 4.14.2. preside at meetings in the absence of the President; 4.14.3. be elected by HPN Members/Associate Members for a one (1) year term; and 4.14.4. serve no more than two (2) consecutive terms. 4.15. The Secretary shall: HPN Bylaws B January 2006 Page 4 4.15.1. maintain the official records of HPN; 4.15.2. keep minutes of all HPN membership Meetings and Officers Meetings; and 4.15.3. keep the correspondence of HPN; 4.15.4. maintain a current record of the names and addresses of members entitled to vote and send out notices of membership meetings; 4.15.5. prepare and distribute all correspondence of HPN that arises from meetings and at the direction of the President; 4.15.6. be elected by HPN Members/Associate Members for a one (1) year term; and 4.15.7. serve no more than two (2) consecutive terms. 4.16. The Treasurer shall: 4.16.1. be responsible for HPN monies; 4.16.2. maintain the financial records and accounts of HPN; 4.16.3. be responsible for paying all HPN expenses; 4.16.4. be responsible for fundraising activities; 4.16.5. notify the President of all expenditures from HPN accounts; 4.16.6. keep records in accordance with generally accepted accounting principles; 4.16.7. report at each General Meeting on the financial condition of HPN; 4.16.8. be elected by HPN Members/Associate Members for a one (1) year term; and 4.16.9. serve no more than two (2) consecutive terms. 4.17. Officers shall be required to attend Officers Meetings. Any Officer who misses three (3) consecutive Board Meetings without good cause as determined by the Board and Officers may, at the discretion of the Board and Officers, be removed from office, without prior notice to HPN Members/Associate Members, by a vote of two-thirds (2/3) of the votes present and voted at any Officers Meeting. 4.18. At the HPN Annual Meeting, HPN Members/Associate Members shall elect two (2) HPN Members to represent HPN on the LVCC Board. These Delegates shall serve for a one (1) year term on the LVCC Board. LVCC Delegates shall report to the Board on issues of interest to HPN, and shall take positions on matters of controversy in the LVCC as directed by the Board. 4.19. Only HPN Members/Associate Members who live within the area of operation of HPN, as set forth in Article 1.2 above, shall be qualified to hold an elected or appointed position. 4.20. HPN Board Members, Officers, LVCC Delegates and Committee Members shall not be compensated for their time and effort. The Board may authorize Officers, Directors, LVCC Delgates and Committee Members to be reimbursed for actual and necessary expenses incurred while on HPN business. HPN Bylaws B January 2006 Page 5 4.21. HPN Board Members and Officers shall be classed according to the Office to which they have been elected, and the term of each Board Member shall be the same as the term of the Office to which they have each been elected. 4.22. No candidate for public office or holder of political office may serve as an Officer, Board Member or LVCC Delegate of HPN. Article 5. Committees 5.1. The following shall be Committees of HPN, called into use from time to time by the Board, depending on the Board’s reasonable determination of the current needs and requirements of HPN: 5.1.1. Zoning Committee 5.1.2. Bylaws Committee 5.1.3. Membership Committee 5.1.4. Public Relations Committee 5.1.5. Crime Watch Committee 5.1.6. Parks Committee 5.2. The Chairperson for each of these Committees shall be appointed by the President with the consent of the HPN membership at a General Meeting and with the prior consent of the Board. The President shall be an ex-officio member of all Committees. Article 6. Parliamentary Authority 6.1. These Bylaws may be amended at any General Meeting if 30 days= prior written notice is provided. A 2/3 vote of the HPN Members/Associate Members present at such General Meeting is needed to amend these Bylaws. 6.2. The rules contained in the current edition of 21st Century Robert’s Rules of Order shall govern HPN in all instances when they are applicable and not inconsistent with these Bylaws and any other special rules HPN shall adopt. Non-members of HPN may be recognized to speak at HPN functions at the discretion of the presiding Officer. HPN Bylaws B January 2006 Page 6 Revision History Original version Effective at time of incorporation, July 7, 2003. September, 2003 Added Paragraph 3.2 per HPN General Meeting on September 23, 2003. Editorial clarification January, 2004 added paragraph numbering and generated electronically formatted document with no change in content. January, 2006 - Amended and Restated ByLaws HPN Bylaws B January 2006 Page 7