CAPITOL NEIGHBORHOODS, Inc.

CAPITOL NEIGHBORHOODS, Inc.

CHARTER

ARTICLE 1 -- ESTABLISHMENT

Capitol Neighborhoods was established as a civic, non-profit Incorporation on October 15, 1984 .

ARTICLE 2 -- PURPOSES

Capitol Neighborhoods' purposes are enhancement of the neighborhoods' residential attributes and character and the promotion of camaraderie among the neighborhoods' residents.

ARTICLE 3 -- THE NEIGHBORHOODS AND DISTRICTS

SECTION 1. Capitol Neighborhoods consists of six districts: Mansion Hill, First Settlement, Bassett, Mifflin West, State/Langdon and James Madison Park. The boundaries of the districts are as follows:

Mansion Hill: (on Capitol Square), West Mifflin St., State St., W. Gilman (at North Broom St.), N. Broom St., mid-block between Langdon St. and W. Gilman St, N. Carroll St., Lake Mendota, N. Butler St. N. Hamilton St., N. Webster St., E. Washington Ave., N. Pinckney St. East Mifflin St. West Mifflin St. (on Capitol Square).

First Settlement: (on Capitol Square), E. Washington Avenue, S. Blair St., Lake Monona, Martin Luther King, Jr. Blvd., E. Main St., S. Pinckney St. (on Capitol Square).

Bassett: (on Capitol Square), Martin Luther King, Jr. Blvd., Lake Monona, North Shore Drive, Proudfit St., Regent St., W. Washington Ave., S. Carroll St., W. Main St. (on Capitol Square).

Mifflin West: (on Capitol Square), W. Washington Ave., Regent St., N. Frances St., W. Dayton St., Marion St., W. Johnson St., N. Broom St., State Street, N. Carroll St., W. Washington (on Capitol Square)

State/Langdon: Lake Mendota, N. Carroll St., mid-block between Langdon St., and W. Gilman St., N. Broom St., W. Johnson t., Marion St., W. Dayton St., N. Frances St., Regent St., N. Park St., Lake Mendota.

James Madison Park: Lake Mendota, N. Butler St., N. Hamilton St., Webster St., E. Washington Ave., N. Blair St., Lake Mendota

SECTION 2. The addition of a district to Capitol Neighborhoods. Considerations of residents of adjoining groups or neighborhoods who wish to join Capitol Neighborhoods as a district must be submitted in writing to the president of Capitol Neighborhoods. The Executive Council will determine if it is appropriate to approve the considerations. If such approval is granted, Capitol Neighborhoods must present at least two open forums for members of Capitol Neighborhoods and the residents of the proposed district for input. If general consensus is reached in the forums for approval, a vote of the members of Capitol Neighborhoods at its Annual Meeting must be taken to ratify the inclusion of a new district.

ARTICLE 4 -- MEMBERSHIP

SECTION 1. Regular membership. A regular member is an individual aged 18 years or older who resides within the boundaries of Capitol Neighborhoods, or at an address which fronts on CNI boundaries, and who has paid the dues established under Article 5, Section 6, Item 6.

SECTION 2. Business membership. A business member is an individual representing a business establishment located within the boundaries of Capitol Neighborhoods and who has paid the dues established under Article 5, Section 6, Item 6. Business members shall have all of the privileges of regular membership except they may not vote at general meetings or become members of the Executive Council except as noted under Article 5, Section 4, Item 1.

SECTION 3. Associate Membership. An associate member is an individual who does not live within the boundaries of the Neighborhoods but who has paid the dues established under Article 5, Section 6, Item 6. Associate members have all of the privileges of regular membership except they may not vote at general meetings.

ARTICLE 5 -- THE EXECUTIVE COUNCIL OF CAPITOL NEIGHBORHOODS

SECTION 1. Number and selection of members of the Executive Council.

ITEM 1. Capitol Neighborhoods will have 3 elected neighborhood representatives from each district on the Executive Council who will be elected at the Annual Meeting. These persons must be regular members of Capitol Neighborhoods in good standing.

ITEM 2. Chairs of standing committees shall be voting members on the Executive Council. All committee chairs shall be members of Capitol Neighborhoods in good standing.

ITEM 3. Elected alderpersons of the City of Madison representing the Capitol Neighborhoods area will act as non-voting members on the Executive Council.

SECTION 2. Term of Executive Council neighborhood representatives. The term of the elected representatives of the Executive Council is a two year period beginning after the adjournment of the annual meeting of election. The terms of chairs of standing committees and alderpersons are the terms of their designated positions.

SECTION 3. Officers. As soon as practicable after the conclusion of the annual meeting elected neighborhood representative members of the Executive Council shall select from among their number a President, a Vice-President, a Secretary, and a Treasurer. Each officer will serve in that capacity for a period of one year, but may be re-elected for subsequent terms.

ITEM 1. The President shall preside at council meetings and at general membership meetings.

ITEM 2. The Vice-President shall assist the President and perform the duties of the President when necessary. Should the President's position become vacant, the Vice-President shall assume the position of President.

ITEM 3. The Secretary shall maintain the organization's records including minutes of meetings and mailing lists.

ITEM 4. The Treasurer shall maintain a bank account for Capitol Neighborhoods' income and expenditures. The treasurer will provide a financial report at all Executive Council and general meetings.

SECTION 4. Committees. The Executive Council may create standing and ad hoc committees and designate their chairs.

ITEM 1. A Business Committee and its chair will be appointed by the President and will consist of 5 members who hold business memberships under Article 4, Section 2. The Chair of the Business Committee will be a voting member of the Executive Council.

ITEM 2. Chairs of standing and ad hoc committees will be voting members of the Executive Council.

SECTION 5. Vacancies. An individual ceases to be a neighborhood representative or a business representative if: 1. A written resignation has been submitted, 2. The neighborhood representative ceases to meet the qualifications for representation or 3. The neighborhood representative fails to participate in the council's activities leading to the council's remaining members declaring that the member has abandoned the position. Whenever a vacancy occurs the president, with the concurrence of the remaining council members, may, in accord with the qualifications under Article 5, Section 1, appoint a new member to the position until the adjournment of the next annual meeting.

SECTION 6. Executive Council responsibilities.

ITEM 1. The Executive Council may undertake any act to advance the purposes identified under Article 2 of this charter.

ITEM 2. The President with the concurrence of The Executive Council will name standing and ad hoc committees and the chairs of such committees.

ITEM 3. Meetings. The Executive Council will meet at least monthly at an hour and place convenient to its members at the call of the President or 3 of the neighborhood representatives. A quorum will consist of 50% of Executive Council members.

ITEM 4. Voting privileges. The elected neighborhood representatives, chair of the Business Committee, and chairs of standing and ad hoc committees will each have one vote. The alderpersons will have no votes.

ITEM 5. Delegation of authority. The council may enter into contracts to further the Capitol Neighborhoods' purposes and may delegate any of its responsibilities to one or more of its members.

ITEM 6. Finances.

SUBITEM 1. The Executive Council will establish annual dues for members. The period of membership shall be for one year following the date of original membership payment or renewal of membership payment. However, if a renewal payment is not made within one month after the renewal date, a new membership will be established based on the actual date of payment of dues.

SUBITEM 2. The Executive Council may charge fees for specific services or events sponsored by Capitol Neighborhoods.

SUBITEM 3. Dues and donations will cover all general costs not otherwise specified by the Executive Council.

ITEM 7. Notice of the Annual Meeting. A notice of the Annual Meeting will appear in the Newsletter and/or by special mailing to all members at least 14 days prior to the meeting. It will include a slate of neighborhood members as candidates for the Executive Council, a request for further candidates, time and place of the meeting and an agenda for the meeting.

ITEM 8. Notice of general meetings. A notice of general meetings will appear in the Newsletter and/or by special mailing. It will include the time and place of the meeting and the agenda for the meeting.

ITEM 9. Gifts and Grants. The Council may accept gifts, grants or other donations to further the Capitol Neighborhoods' purposes.

ARTICLE 6 -- GENERAL MEMBERSHIP MEETINGS

SECTION 1. Time and Place. The Council shall set general membership meetings as frequently as merited and shall designate one meeting during the month of June as the Annual Meeting. Meeting places will be within the boundaries of Capitol Neighborhoods. The meetings will be open to all persons.

SECTION 2. Quorum. At least one-half of the members of the Executive Council must be present for Capitol Neighborhoods' general meetings to transact business; but whenever delay will result in substantial detriment to Capitol Neighborhoods' purposes, the president, after consultation with as many council members as practicable, may act for Capitol Neighborhoods subject to ratification, modification, or recision by the Executive Council at its next meeting.

SECTION 3. Voting. Each regular member will be allowed one vote. A member must be present to vote.

ARTICLE 7 -- CAPITOL NEIGHBORHOODS NEWSLETTER

SECTION 1. Capitol Neighborhoods will publish a newsletter for members and other interested parties at least quarterly. Paid advertisements will be accepted for the newsletter, the price being determined by the Executive Council.

SECTION 2. The newsletter will provide articles pertinent to the membership and may include such topics as meeting notices, articles regarding commercial enterprises in the neighborhoods' bounderies, statements of Capitol Neighborhoods' stand on issues, and general items of interest.

SECTION 3. The newsletter will not be used to support particular candidates for a political position in the form of letters or articles. Paid political advertisements are permissible provided they are so designated and the usual advertisement fee is paid.

SECTION 4. The newsletter will be sent to members, friends of Capitol Neighborhoods, advertisers and other interested persons. They will also be distributed at various locations within the boundaries of Capitol Neighborhoods.

ARTICLE 8 -- AVAILABILITY OF MEMBERSHIP LIST

SECTION 1. The membership mailing list (or labels) will be made available to Capitol Neighborhoods' committee chairs for notifying members of Capitol Neighborhoods events.

SECTION 2. In the event of other groups or organizations requesting the mailing list (or labels), the person responsible for the mailing list will contact a majority of members of the Executive Council for approval and charge a reasonable fee.

SECTION 3. Members may opt out of having their names on lists relative to Section 2, at the time of membership application.

ARTICLE 9 -- AMENDMENT OF CHARTER

SECTION 1. Amendments. Capitol Neighborhoods may amend this charter with the approval of the Executive Council, followed by a positive vote of a majority of the members present at two consecutive general meetings.

SECTION 2. Notice of proposed amendments. The Incorporation may not create, repeal, or amend a provision of this charter unless a notice reasonably likely to apprise all regular members of the specific nature of the proposal has been given at least 14 days prior to the meeting at which the proposal is to be acted upon.

ARTICLE 10 -- DISSOLUTION

The Executive Council may dissolve this Incorporation and, after paying or providing for the payment of all of the Incorporation's liabilities, transfer its assets to any successor Incorporation that is a non-profit Incorporation and whose purposes are consistent with Capitol Neighborhoods' purposes.

Adopted October 1984; Article 9 revised August 1986 and September 1994. Article 6, Sec. 4 revised June 1995, General Revision 1998, revised May 2001, November 21, 2002, May 29, 2003, June 30, 2005