Sample City of Creedmoor Civic Association, Inc.,
By-Laws
Article I. NAME AND PURPOSE
Section 1.01: NAME. The NAME of this organization shall be
the City of Creedmoor Civic Association, Inc.,
Section 1.02: PURPOSE. The Articles of Incorporation and the
Bylaws shall govern CCCA and its members and facilitate the fulfillment of the
purposes adopted by CCCA. The CCCA is organized exclusively for charitable,
literary and educational purposes. It is to serve as a nonpartisan, nonprofit
force for civic improvement, including but not limited to:
(1) Keeping members informed of matters
pending before and acted on by the elected officials of the City of Creedmoor,
North Carolina;
(2) When appropriate, working with the
elected officials and town manager of the City of Creedmoor on matters of
mutual civic interest;
(3) Sponsoring programs, projects and
activities that will enhance the quality of life for residents of the township
of City of Creedmoor, North Carolina;
(4) Formulating, keeping, and maintaining a
historical record of the City of Creedmoor from its founding to present day;
and
(5) Educating the members of CCCA and the
residents of City of Creedmoor on the importance of the community involvement
in The City of Creedmoor.
City of Creedmoor Civic
Association, hereafter referred to as CCCA. It shall be a nonprofit
organization.
Article II. MEMBERSHIP
Section 2.01: ELIGIBILITY FOR
MEMBERSHIP. Membership shall be open to all City of Creedmoor residents,
property owners, renters and businesses within the City of Creedmoor, North
Carolina and its Extra-Territorial Jurisdiction upon full payment of annual
dues. A single individual representative of a residence, property, rental unit,
or business shall constitute a membership.
Section 2.02: ANNUAL DUES. The amount required
for annual dues shall be determined by the Board of Directors of CCCA. Dues may,
on occasion, be paid by donation of comparable products or services to CCCA, by
prior approval of the Board of Directors of CCCA.
Section 2.03: VOTING RIGHTS. The
full payment of the annual dues will entitle each Member to one vote in all
elections of CCCA.
Section 2.04: TERMINATION OF MEMBERSHIP. Membership
in CCCA is automatically terminated whenever the Member is in default of payment
of the annual dues ofCCCA. A member may also be removed for cause by a majority
vote of the membership.
Section 2.05: RESIGNATION. Any Member may
resign by filing a written resignation with the Secretary of CCCA.
ARTICLE III. OFFICERS
Section 3.01: OFFICERS. CCCA shall have the following officers:
1) President,
2) Vice President,
3) Secretary,
4) Treasurer
Section 3.02: ELECTION OF OFFICERS. The Officers of CCCA will be elected
annually by the members of the Board of Directors.
Section 3.03: TERM OF OFFICE. The Officers shall serve a one-year
term. Officers’ terms can be renewed for additional terms of office by a vote
of the Board of Directors.
Section 3.04: DUTIES. The duties of the Officers are as follows:
1. The PRESIDENT shall be the principal executive officer
of CCCAand shall preside over all meetings, represent CCCA on public occasions,
have general supervision of the affairs of CCCAA and make such committee
appointments from the membership or from the Board of Directors as shall be
deemed advisable for the effective conduct of the work of CCCA He or she
will execute on behalf of CCCA all contracts in writing that may be required and
authorized by the Board of Directors for the proper and necessary transaction
of the business of CCCA.
2. The VICE
PRESIDENT shall assist the President as the President requests, and
represent CCCA on appropriate occasions. The Vice President shall also, in the
absence or disability of the President, perform the duties and exercise the
powers of the President of CCCA. In the absence of the President, the execution
by the Vice President on behalf of CCCA of any authorized instrument will
have the same force and effect as if it were executed on behalf of CCCA by the
President.
3.
The SECRETARY shall keep attendance records and record the
proceedings of all meetings, maintain adequate records of CCCA's activities, and
conduct such official correspondence as shall be required. The Secretary will
be the custodian of all books, correspondence, and papers relating to the
business of CCA, except those of the Treasurer.
4.
The TREASURER will have general charge of the finances of CCA and
shall collect, safeguard, disburse and make monthly reports of all funds
collected in the name of CCA. When necessary and proper, he or she will endorse
on behalf of CCA all checks, drafts, notes, and other obligations and evidences
of payment of money to CCA or coming into his or her possession, in such bank
or banks that may be selected by the Board of Directors. He or she will keep
full and accurate accounts of all receipts and disbursements of CCA in
books belonging to CCA, which will be open at all times to the inspection
of the board of directors.
5. The
duties of the officers shall not be limited as enumerated above, but they may
discharge in addition such duties as are assigned by CCA’s Board of Directors.
6.
Unless so authorized by the CCA Board, no officer shall have any power or
authority to bind CCA by any contract or engagement, to pledge its credit, or
to render it liable peculiarly for any purpose or in any amount.
Section 3.05: VACANCIES AND REMOVAL FROM OFFICE. Any
Officer may be removed by a majority vote of the Board of Directors of CCA.
The Officer involved will be given an opportunity to be present and to be
heard at the meeting at which his or her removal is considered. Upon the
death, removal, resignation, or incapacity of an Officer of CCA,
a majority of CCA’s Board of Directors shall elect a successor.
Section 3.06: MANAGEMENT. The Association
shall be managed by the Officers so elected, with powers consistent with
these Bylaws.
ARTICLE IV. BOARD OF
DIRECTORS
Section 4.01: NUMBER OF DIRECTORS. The
number of members of the Board of Directors of CCA will be not less than nine
or more than twelve.
Section 4.02: DIRECTOR REQUIREMENTS. Directors
will represent various geographic areas of City of Creedmoor whenever possible
and will share the aims of CCA. Prospective Directors must be members of CCA to
be considered. No elected official in the City of Creedmoor will be eligible
for board membership. Directors will be residents and/or property owners in City
of Creedmoor . If possible, CCA shall strive to have
at least one member of the City of Creedmoor business community on the board.
Section 4.03: ELECTION OF DIRECTORS. Election
of Directors will occur as the first item of business at the annual meeting of CCA.
Directors will be elected by a majority vote of the members present and voting.
Section 4.04: TERM OF DIRECTORS. The
term of each Director of CCA will be three years. Terms will be staggered, with
a maximum of four Directors being elected in any one year.
Section 4.05: TURNOVER OF A DIRECTOR. When
a Director dies, resigns, or is removed, the Board of Directors may elect a
Director to serve for the duration of the unexpired term.
Section 4.06: REMOVAL OF A DIRECTOR. Any
Director may be removed from the Board of Directors by an affirmative vote of a
majority of all the Directors at an official meeting of the Board. Notice of
the proposed removal will be given to Board Members with the notice of the
meeting. The Director involved will be given an opportunity to be present and
to be heard at the meeting at which his or her removal is considered.
Section 4.07: CONFLICT OF INTEREST POLICY. On
an annual basis, each officer and director shall read and sign CCA’s Conflict
of Interest Policy. The purpose of the Conflict of Interest Policy is to
protect the interest of CCA when it is contemplating entering into a
transaction or arrangement that might benefit the private interest of an
officer or director of CCA or might result in a possible excess benefit
transaction. The Secretary will be responsible for having each officer and
director sign such document at the first board meeting of the new year.
ARTICLE V. MEETINGS OF THE BOARD OF DIRECTORS
Section 5.01: ANNUAL MEETING. An annual meeting of the Board of
Directors will be held in conjunction with the annual Member meeting. At such
meeting, the Board of Directors will present to the Membership the Officers
elected by the Board of Directors for the following year. Also at such annual
meeting, the election of the Board of Directors for the following year by the
Membership shall be held.
Section 5.02: REGULAR BOARD MEETINGS. In addition to its annual meeting, the
Board of Directors will hold regular meetings at least ten times each calendar
year at such place as may be designated in the notice of the meeting.
Section 5.03: SPECIAL BOARD MEETINGS. Special meetings of the Board of
Directors may be called at any time by the President of CCA or in his or her
absence by the Vice President or upon receipt of a request signed by five (5)
or more Directors.
Section 5.04: NOTICE OF MEETINGS. Directors will be notified of regular
meetings by means of the annual schedule of meeting dates and by written or
electronic notice each month. Notice of special meetings will be given at least
one week in advance.
Section 5.05: VOTING. At all meetings of the Board of
Directors, each Director present will be entitled to cast one vote on any
motion coming before the meeting. The presence of a majority of the Directors
will constitute a quorum at any meeting. At a meeting at which there is a
quorum present, a simple majority affirmative vote of the Directors present is
required to pass a motion before the Board.
Section 5.06: PROXY VOTING. Proxy voting will not be permitted.
Section 5.07: ROBERT’S RULES OF ORDER. Robert’s Rules of Order will be the
authority for all conduct and questions of procedure at any meeting of CCA.
ARTICLE VI. MEETINGS OF MEMBERS
Members shall elect the Board of Directors of
CCA, receive reports on the affairs of CCA, and
transact any other business which is within the power of the Members.
Section 7.01: COMMITTEE ORGANIZATION AND
OPERATION. The
Board of Directors may designate one or more standing committees and/or ad hoc
committees, each of which will consist of at least one committee chair and two
or more committee members. Committee members may be members of the Board of
Directors, members of CCA, or other interested individuals. The chair of the
committee will be appointed by the President of CCA, who will act with the
Board’s approval. After consultation with the committee chair, the President
will appoint committee members. The studies, findings, and recommendations of
all committees will be reported to the Board of Directors for consideration and
action, except as otherwise ordered by the Board. Committees may adopt such
rules for the conduct of business as are appropriate and are not inconsistent
with the Bylaws or state law. Committees shall submit written minutes of any
meetings of the committee. Committee meeting minutes will be filed with other
board and membership meeting minutes as records of CCA.
Section 7.02: EXECUTIVE COMMITTEE. The Board of Directors will have at least
one standing committee, the Executive Committee. This committee will be chaired
by the President of CCA and will consist of all the officers of CCA. This
committee will serve as the central planning group for the organization.
Section 6.01: ANNUAL MEETING. An
annual meeting of members will be held in June of each year if possible at a
place the Board may from time to time select. At such meeting, the reports on
the affairs of CCA, and transact any other business which is within the power
of the members.
ARTICLE VII. COMMITTEES
Section 6.02: SPECIAL MEETINGS. Special
meetings of the membership may be called upon majority vote of the Board of
Directors or by ten (10) percent or more of the Members entitled to vote.
Section 6.03: QUORUM. A quorum of a
membership meeting shall be twenty-five (25) members.
Section 6.04: MEETING NOTICE. Notice
of regular and/or special meetings of the membership must be sent to each
member and must be mailed or delivered at least seven (7) days prior to the day
such meeting will be held.
Section 6.05: MEETING CHAIR. Membership
meetings will be chaired by the President or, in his or her absence, the Vice
President.
Section 6.06: PROXY. Members may not
vote by proxy at any meeting of members.
Section 6.07: VOTING. All issues shall be
decided by a majority vote of Members. Other than the election of Directors,
which shall be done by those Members present at the annual meeting, any other
election whereby a count of the votes of all Members may be desired, may be
conducted by mail or similar means (or by having an extraordinary meeting) in
such manner as the Officers and Directors of CCA shall deem advisable.
ARTICLE VIII. FINANCES
Section 8.01: FISCAL YEAR. The fiscal year of CCA will be July 1
through June 30.
Section 8.02: PAYMENT LIMITS. All checks, drafts, and other orders
for payment of funds will be signed by the Treasurer and President (or Vice
President in the absence of the President).
Section 8.03: BORROWING. Borrowing by CCA shall be permitted,
but subject to strict limits and guidelines approved by the Board of Directors.
Borrowing shall be for short term requirements only. Borrowing amount
limitations shall be established by the Board of Directors.
Section 8.04: POLICIES AND PROCEDURES. The finances of CCA shall be governed
by the board and by a Policies and Procedures document for finances adopted by
the board.
ARTICLE IX. MINUTES
Section 9.01: CCA will keep minutes of the proceedings of
its meetings of the Board of Directors.
ARTICLE X. BOOKS AND RECORDS OF ACCOUNT
Section 10.01: CCA will keep correct and complete
books, minutes and records of account as well as a record of the names and
addresses of the members entitled to vote. All books, minutes and records of CCA
may be inspected by any Member or his or her agent or attorney for the proper
purpose at any reasonable time. CCA shall endeavor to safeguard the books and
records as well as the privacy of Member information.
ARTICLE XI. AMENDMENTS
Section 11.01: The Board of Directors may seek to
amend this Bylaws instrument from time to time. Any proposed revisions of these
Bylaws must be submitted and voted upon at the Annual Meeting (or an
Extraordinary Meeting) of CCA’s members and will be adopted at such meeting
upon receiving a majority vote of CCA members present and voting.
ARTICLE XII. EFFECTIVE DATE
Section 12.01: The effective date of these By-Laws
shall be October 19, 2011.
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