The following are the proposed By-Laws for the Monument Avenue Park Civic Association.
BYLAWS OF THE MONUMENT AVENUE PARK CIVIC ASSOCIATION
ADOPTED ON DECEMBER 14, 2016 BY MAJORITY VOTE
ARTICLE I: NAME
The name of this organization shall be the Monument Avenue Park Civic Association (herein referred to as the Association).
ARTICLE II: BOUNDARIES
The boundaries of the Association include real property located as follows: all properties with a Southern boundary on the north side of Monument Avenue, and the Northern boundary along the south side of Broad Street between the Eastern boundary of Westmoreland Street and the Western boundary of Staples Mill Road, known as the Monument Avenue Park subdivision.
ARTICLE III: PURPOSE
The purpose of the Association is to enhance and preserve values within the subdivision of the City of Richmond, known as Monument Avenue Park by all proper means, including, but not limited to, the encouraging of a sense of individual and community pride and obligation in the ownership of property in Monument Avenue Park, initiating or supporting such programs and undertakings as may serve to enhance and maintain property values in Monument Avenue Park particularly or as part of the surrounding community, and opposing programs and undertakings inimical thereto; to promote sociability for its members; provide a means to foster resident safety and civic improvement; provide a forum to respond to issues of common concern and further the interests of the neighborhood.
ARTICLE IV MEMBERSHIP
Section 1. Resident Membership. Any resident who owns or rents real property within the Association boundaries is eligible for membership in the Association. A resident is any person who has attained the age of eighteen (18) years. Each household, if in good standing, shall have one (1) vote in any matter before the Association membership.
Section 2. Admission to Membership. Any person eligible for membership under this article shall become a member in good standing upon timely payment of the annual Association dues to the Treasurer.
Section 3. Only members in good standing shall be given communications regarding Association business. Only members in good standing shall be invited and admitted to Association meetings and events, unless granted otherwise by special exception by the Board of Directors.
Section 4. The Association respects the right of free speech of its members and seeks always to keep its members informed so that they may participate in discussing the issues that arise in the Association.
ARTICLE V: FEES AND DUES
Section 1. Payment of annual dues conveys membership for the Association fiscal year, a period of twelve months, beginning January 1 of each year. There will be no refunds of dues paid. The Association dues are set by the Board of Directors at the General Membership meeting.
Section 2. Any resident may pay multiple annual dues without penalty.
ARTICLE VI: BOARD OF DIRECTORS
Section 1. The Board of Directors of the Association shall include eight members: four Officers of the Association which are President, Vice-President, Secretary, Treasurer; Welcoming Committee Chair, Communications Chair, and Social Activities Chair. The Immediate Past President is an ex-officio member of the Board (non-voting) and shall not be counted for purposes of determining a quorum or a majority of the board. All ten constitute the Board of Directors, although only nine are voting members. These directors shall perform duties prescribed by these Bylaws and by the parliamentary authority adopted by the Association.
Section 2. The Board of Directors shall exercise control over the financial affairs of the Association, plan Association events, generally supervise the work of the Association including committees, and report its activities to the membership.
Section 3. Any member in good standing is eligible to hold office, although more than one household member is prohibited from holding office.
Section 4. At a General Meeting, prior to the annual meeting, a Nominating Committee of not less than three (3) members in good standing shall be elected by the members present. It shall be the duty of this Committee to nominate candidates to be elected at the annual meeting. The Nominating Committee may make multiple nominations for the Board of Directors office. If possible, the Nominating Committee shall make the nominations public 30 days prior to the annual meeting. Nominations for the Association board, including self-nominations, shall be permitted from the floor [or by electronic mail] up to and including the Annual Meeting. Candidates must agree to be nominated and, if elected, agree to serve.
Section 5. The Association shall elect a Board of Directors as described in these Bylaws at the annual meeting by ballot or by vote by electronic mail. The term of office shall be two years, coinciding with the dates of the Association’s fiscal year, beginning the first date of the fiscal year following their election and shall serve for that period or until their successors have been elected and duly qualified. A Board member may serve only two consecutive terms in the same office position.
Section 6. Members of the Board of Directors shall perform such other duties as needed or requested by the President. The Board of Directors shall elect officer positions from amongst themselves within 30 days of completion of the annual election.
Section 7. Duties of the President. The President shall be the chief executive official of the Association and shall take care that its Bylaws and decisions are faithfully observed and executed. In addition, the President shall have the following specific duties: Chair the Board of Directors of the Association; Appoint as needed special committees and representatives of the Association whose appointment or election is not otherwise provided for in these Bylaws; Provide for the performance of the duties of any office or position of the Association during the temporary absence or disability of the incumbent until the vacancy shall have been filled in the manner provided by these Bylaws; Sign checks if the Treasurer is not able to do so; and communicate with the membership by the newsletter or other media. The President shall be given notice of all committee meetings and has the right to be in attendance as an ex-officio (non-voting) member at those meetings with the exception of the Nominating Committee, but is under no obligation to attend. The President, or his designee may present views of the Association at public forums or in written communications to elected or appointed officials, provided that prior authorization for such action has been given by a majority vote of members in good standing present at a General Membership or Special Meeting or by the Board of Directors of the Association. At the expiration of the President’s term of office, all moneys, books, documents, records, letters, and property of the Association shall be turned over to the elected successor.
Section 8. Duties of the Vice-President. The Vice-President shall assist the President in the administration of the affairs of the Association and shall undertake such duties as the President may assign. In addition, the Vice-President shall have the following specific duties: Chair the Government Relations Committee and dispatch any newsworthy communications from government officials or agencies to the members in good standing through the Communications Chair; if the President is absent from a meeting, the Vice-President shall preside. In the event of a vacancy in the office of President, the Vice-President shall assume the office of the President for the remainder of the term of office. Should the Vice-President also be unable to assume or continue in the office of President, the Secretary shall fill the vacancy of the Vice-President and become the President for the remainder of the term.
Section 9. Duties of the Secretary. The Secretary shall be responsible for preparing and maintaining the records of all Association meetings, including an accurate roll of members, minutes and agendas, giving notices on behalf of the Association as directed by the Board of Directors, and keeping all records and documents of the Association with the exception of the financial books and records. The Secretary shall solicit dues from members by communications to members through the Communications Chair. The Secretary shall record the proceedings of the organization and of the Board of Directors, including minutes and agendas. The Secretary shall incorporate in the Bylaws all duly adopted amendments. The Secretary shall transmit promptly all resolutions and relevant matters to the respective officers in accordance with the references. The Secretary shall conduct normal correspondence of the organization except such correspondence that is the proper duty of the President. The Secretary shall send out regular notices as prescribed elsewhere in these Bylaws. The Secretary, at the expiration of the term of office, shall turn over to the successor all books, records, documents, letters, and property of the Association in the Secretary’s possession.
Section 10. Duties of the Treasurer: The Treasurer shall maintain Association financial records, collect membership dues, and record all receipts and payments of the Association. The payment of expenses of the Association shall be approved by the Board of Directors and funds shall be disbursed by check drawn on the Association bank account(s) duly signed by the Treasurer or President. The Treasurer shall provide an accounting of Association finances to the general membership at least at the annual meeting and shall be prepared to provide an accounting of Association finances to the Board of Directors at each Director’s Board Meeting. The Treasurer, in compliance with tax reporting requirements for non-profit organizations, will file a yearly return with the Internal Revenue Service. The Treasurer shall maintain a current and accurate roll of members in good standing and will provide such to the other members of the board. The Treasurer, at the expiration of the term of office, shall turn over to the successor all books, records, documents, letters, and property of the Association in the Treasurer’s possession.
Section 11. Duties of the Welcoming Committee Chair: The Welcoming Committee Chair shall provide information on the community to new residents and solicit new residents for membership and obtain their contact information, and forward the information to the Treasurer and Communications Chair to ensure an accurate membership roll. The Welcoming Committee Chair shall work with the Block Captains to be notified of the incoming of new residents.
Section 12. Duties of the Communication Chair: The Communications Chair shall maintain current records of residents contact information; a roster of block captains and their contact information; distribute notices and communications to the association members in good standing for events, meetings and other association business as designated by the Secretary, President or by the Board of Directors. The Communications Chair shall make communications in a timely fashion according to the association calendar or as otherwise directed by the Board of Directors.
Section 13: Duties of the Social Activities Chair: The Social Activities Chair shall coordinate all social activities sponsored by the Association; solicit members to serve on a committee to organize and conduct social events of interest to the members, develop and present a budget and schedule for social events to the Board of Directors, work to ensure budget guidelines are met, and coordinate expenditures with the Treasurer.
Section 14. A vacancy in any office, with the exception of President, due to actual or constructive resignation, shall be filled by appointment by the Board of Directors. A vacancy in the office of President shall be filled by the Vice-President. The Board of Directors may hold an election at any regular or special meeting to fill vacant positions.
Section 14A. A vote of the majority of the voting members of the Board of Directors shall be required to remove an officer from that position prior to the expiration of the term of office for which that member has been elected or appointed.
Section 14B. Any member of the Board of Directors may be removed from the Board for cause by a two-thirds majority vote of the members in good standing present at a General or Special Meeting (a minimum of 10 members must be present) provided that a written notice as provided by these Bylaws, with a statement of justification, has been furnished to the Association members at least thirty (30) days prior to the meeting and the Board of Director member facing removal has been given the opportunity to appear at the General or Special Meeting to address the issue(s) raised.
ARTICLE VII: BOARD MEETINGS
Section 1. There are seven voting members of the Board: four Officers of the Association, the Welcoming Committee Chair, the Communications Chair, and the Social Activities Chair. The Immediate Past President serves on the Board in an ex-officio (non-voting) capacity. Five voting members shall constitute a quorum of the Board.
Section 2. The Board of Directors shall meet no less than quarterly. Between General Membership meetings, the Board of Directors may meet as often as necessary. In cases of urgency where deferral of vote on an issue until a scheduled meeting will result in a missed opportunity, members of the Board of Directors may make motions and vote on said motions by telephone or electronic mail, provided that all members of the Board of Directors have received the motion in writing (by email) in advance of the vote, and the motion and vote are recorded in the minutes of the next meeting. The Board of Directors shall report all of its actions and decisions to the next General Membership meeting, or at a Special Meeting, or by electronic mail and other means if the matter is of sufficient importance and urgency that interim communication is necessary.
ARTICLE VIII: GENERAL MEMBERSHIP MEETINGS
Section 1. The regular, General Membership Meetings of the Association shall be scheduled no less than annually.
Section 2. The General Membership Meeting shall be held between the dates of November 15 and December 20, or such other time as noticed by the President or Secretary to all members by telephone, mail, or electronic mail 15 days prior to the meeting, and shall be known as the Annual Meeting and shall be for the purpose of electing the Board of Directors as outlined elsewhere in these Bylaws, receiving reports of officers and committees, and for any other business that may arise.
Section 3. Special Meetings of the Association may be called by the President, two members of the Board of Directors, or upon written request of five members in good standing of the Association. The parties requesting the meeting are required to provide notice to members in accordance with these Bylaws. Except in cases of emergency, at least ten days’ notice shall be given.
Section 4. Official notice to the membership shall consist of an electronic mail notice to those with electronic mail addresses and written communication or telephone notice to those members without electronic mail. Notices shall be given prior to meetings as required by these Bylaws. Communication notices shall be overseen by the Secretary and carried out by the Communications Chair in a timely manner. The Treasurer shall provide the list of members in good standing. The Communications Chair shall maintain resident contact information.
Section 5. The Order of Business at any General Meeting shall not include the reading of the minutes of the preceding meeting unless a motion is made to do so from the floor. The minutes may be reviewed at the meeting by any Association member. An electronic copy shall be provided to any member upon request; for members without electronic mail, a hard copy will be made available for review by the Secretary to the member at a convenient time and place as determined by the Secretary. The minutes shall become part of the Association’s official records after a motion is made to approve them.
ARTICLE IX: COMMITTEES
Section 1. Committees, Standing or Special, may be appointed by the Board of Directors deemed necessary to carry on the work of the Association.
Section 2. The existence and purpose of committees of the Association shall be made known to members in good standing at General or Special Meetings, or from the Communications Chair by electronic mail, the Association website, or through an Association Newsletter.
Section 3. All committees shall file written, electronic copies of reports with the Board of Directors at least annually. All reports shall be available for review by any Association member.
ARTICLE X: AMENDMENT OF THE BYLAWS
Section 1. Amendments to the Bylaws may be proposed by the Board or by petition signed by at least five members in good standing of the Association.
Section 2. The Bylaws may be amended by vote of two-thirds of the members in good standing present at any General Meeting or special meeting (a minimum of 15 members must be present), or registering votes via electronic voting mechanism provided by the Secretary. No change shall be made unless written notice of the proposed nature of the amendment has been given to the members in good standing of the Association as set forth in these Bylaws at least thirty days before the meeting or electronic voting mechanism at which the amendment is to be offered.
Section 3. Any amendment to the Association Bylaws takes effect immediately upon passage unless otherwise provided for in that amendment.
ARTICLE XI: PROCEDURES
Section 1. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Association may adopt.
TRANSITION MOTION: These Bylaws shall become effective upon their date of adoption by the Board of Directors except that all current Officers and Board members of the Association shall remain in office until their term expires or as otherwise provided in these Bylaws. The Bylaws are ratified by the members by joining the Association and paying dues.