ARTICLE I: HISTORY
On October 13, 1992, fourteen residents of the Whittle Springs/Belle Morris Community met to discuss plans for establishing an organization for their neighborhood. These residents agreed that a neighborhood organization was necessary to maintain the stability and viability of their community as an organized body and to give the residents a stronger voice in decisions that affect their lives in the neighborhood. It was agreed that membership in any such organization should be open to all residents of the area.
The first meeting of the Whittle Springs/Belle Morris Community Association was held on November 17, 1992 at Fairview United Methodist Church, Fairview Street. There were thirty-five residents at the meeting. They identified and discussed community needs directly related to the area. Needs that were identified included problems with traffic, lack of city services and crime. Individuals volunteered to work on committees that were formed to address these problems.
As the Association developed, other community needs were identified and additional committees were started to address them. The number of participants and volunteers swelled as neighborhood residents heard about the organization’s existence and work.
The willingness of area residents to become involved in the activities of the organization dramatically illustrates the Community’s felt need for such an organization and demonstrates the residents’ feelings toward community solidarity.
ARTICLE II: MEMBERS
Section 1. Eligibility:
All persons residing east of Broadway, south of Fairmont Boulevard (not including properties with frontage on Fairmont Boulevard itself), north of Washington Pike (including all properties with frontage on Washington Pike) and west of Whittle Springs Road (including all properties with frontage on Whittle Springs Road) are eligible to be voting members of the Corporation. Individuals who are not residents of the area will not be eligible for membership, but may participate in meetings.
Section 2. Voting:
Each person entered upon the membership rolls of the Corporation shall have one vote on each matter coming before the membership for vote, except that no member may authorize another person or persons to vote for him/her by proxy at a meeting of the members.
Section 3. Dues:
The Board of Directors for the Corporation may assess special fees and/or dues to the members by resolution.
Section 4. Meetings:
Meetings of the members shall be as follows:
a. Annual meetings – An annual meeting shall be held each year at such time and place as set by the Board of Directors.
b. Regular meetings – In addition to the annual meeting of the Corporation, five other regularly, scheduled meetings of the members will be held. The time and place of those meetings shall be determined by resolution of the Board.
c. Special meetings – Special meetings of the members may be called by the President, Board of Directors, or by the majority of the members at the last regularly scheduled meeting prior to the special meeting.
d. Notice – Notice of all meetings shall be given to the members. If notice is delivered by mail, it shall be deposited in the United States Mail addressed to each member at his or her address as it appears on the membership books with sufficient postage thereon prepaid not less than ten days nor more than 60 days before the date of such meeting. If personally delivered such notice shall be delivered to each person not less than ten days nor more than 60 days before the date of the meeting. Notwithstanding the requirements contained in this section, notice of the annual and regular meetings held at predetermined times and places, need only be given to each member one time, if other notice is waived in writing by the member unless the time or place of the meeting(s) is altered. Should alternation of the time and/or place of a meeting occur, then each member who has waived other notification shall be notified of the change of time and/or place of meeting. Once notification of alternation has been given, the written waiver remains in effect for the new meeting time or place unless specifically revoked.
Section 5. Termination:
Any member may resign by giving written notice in writing to the Secretary of the Corporation. Membership will be forfeited for non-payment of any dues assessed, ninety days after the dues become payable and 45 days after notification of late dues has been mailed to the member by the Secretary of the Corporation. The names of those members whose memberships have been terminated shall be removed from the membership rolls of the Corporation by the Secretary.
Section 6. Quorum:
A quorum shall consist of the members present at membership meetings.
ARTICLE III: DIRECTORS AND DUTIES
Section 1. Designation:
The business affairs of the Corporation shall be managed by a Board of Directors consisting of up to eleven people all of whom shall be of legal age, shall be competent to contract and shall be members of the Corporation.
Section 2. Eligibility:
The Board shall consist of four officers of the Corporation and up to six general Board members.
Section 3. Election and Term:
Directors shall be elected by the members at the annual meeting and shall hold office for one year (with the exception of the President – see Article IV, Section 2) and thereafter until a successor has been elected, appointed and qualified.
Section 4. Meetings:
The Board shall meet at least four times annually. The time and place a Board meeting shall be determined by resolution of the Board. Special meetings may be called at any time by the President of the Corporation, or any two Directors. All regularly scheduled Board meetings may be held without notice providing that the Board members have waived notice in writing. Special meetings shall be held upon notice sent to each Board member by any usual means of communications, not less than four days before said meeting.
Section 5. Removal:
Directors may be removed for any reason by a majority vote of the members. Any Director may be removed by a majority vote of the Board for cause, which shall include final conviction of a felony, declaration of unsound mind by Court Order, adjudication of bankruptcy, non-acceptance of office or conduct prejudicial to the interest of the Corporation. Any Board member who is absent from two consecutive regularly scheduled or called meetings of the Board shall automatically be removed from the Board of Directors unless within ten days of the absence from the second meeting, said Board member proffers to the remaining Directors an adequate explanation of his or her absences. The Board at its next regularly scheduled meeting shall determine by resolution whether or not the reason(s) given for absence is sufficient and if so shall cause its acceptance of the reason(s) for absence and its reinstatement to the Board of Directors in question to be spread upon the Corporate minutes. If the Board does not affirmatively reinstate such Director the position shall be deemed to be vacant and may be filled through the normal methods for filling a vacancy.
Section 6. Resignation:
Any member of the Board may resign by giving notification in writing to the recording secretary of such resignation. The recording secretary shall cause such resignation to be spread upon the minutes of the Corporation. If the recording secretary is resigning then such notice shall be given to the President.
Section 7. Vacancies:
Vacancies occurring in the Board for any reason may be filled by a majority vote of the remaining members of the Board of Directors. If no Directors remain who are eligible to act, then a special meeting of the membership may be called by any ten members for the purpose of appointing Directors. A Director appointed to fill a vacancy shall hold office for the unexpired term of his predecessor.
ARTICLE IV: OFFICERS AND DUTIES
Section 1. Designation:
The officers of the Corporation shall consist of a President, Vice-President, Recording and Corresponding Secretary, and Treasurer."
Section 2. Election and Term:
All officers shall be elected by the members at the annual meeting. The President shall hold office for two years. Each other officer shall hold office for one year and thereafter until a successor has been elected, appointed and qualified."
Section 3. Security:
The Board may require any officer to give security for the faithful performance of his or her duties. If security is required from an officer, the Corporation may pay the costs of any required bond.
Section 4. Duties and Obligations:
Officers of the Corporation shall be chosen from among the Corporation's members. Officers will have the following duties:
a. President -- The President will preside at all meetings of the members and officers. The President manages the day-to-day operation of the Corporation's business and as such is empowered to enter into agreements and to sign instruments affecting the operation of the Association. The President may authorize the Treasurer to disperse up to $100 of the Corporation’s funds on the Corporation's behalf and shall provide to the Treasurer a receipt showing the date, amount and the items involved in each transaction. The President shall also have the power to appoint Committee Chairpersons.
b. Vice-President -- The Vice-President shall preside at all meetings in the absence of the President and shall assist the President in accomplishing the President's duties.
c. Recording and Corresponding Secretary -- The Recording and Corresponding Secretary shall keep a record of all of the members of the Corporation including their names and addresses. The Recording and Corresponding Secretary will also keep a correct and complete set of books and records of the Corporation including the minutes of the meetings of the members, the minutes of the meetings of the Board of Directors, and the reports of the committees. The Recording and Corresponding Secretary shall be responsible for carrying on all correspondence for the Corporation. The Recording and Corresponding Secretary will be responsible for notifying when necessary the members of the Corporation and Directors of the meetings, and shall keep a complete list of those members who have waived notice of the meetings.
d. Treasurer -- The Treasurer will be the custodian of all funds of the Corporation. Adequate records of account will be kept. The Treasurer has the authority to sign and disperse all checks on behalf of the Corporation. The President can require that checks be counter-signed by the President or another officer appointed by the President. The Treasurer will be responsible for the collection of any dues at appropriate times, and for informing the Secretary to notify members when dues are payable to the Corporation. All funds raised on behalf of the Corporation will be placed by the Treasurer in a federally insured bank of the Board's choice. The Treasurer will report on the financial status of the Corporation from time to time as required by the Board.
Section 5. Powers:
The officers of the Corporation shall have those other duties and powers assigned to them from time to time by resolution of the Board of Directors.
Section 6. Resignation Removal and Filling Vacancies:
Officers may resign or be removed in the same manner as other members of the Board of Directors. A vacancy in an office of the Corporation shall be filled in the same manner as other vacancies of the Board of Directors.
ARTICLE V: COMMITTEES
Section 1. Standing Committees:
The Board of Directors by resolution adopted by the majority of its members may designate standing committees which shall operate on behalf of the Corporation until dissolved by resolution of the Board.
Section 2. Ad Hoc Committees:
Ad Hoc Committees consisting of two or more persons may be appointed by resolution of the Board. Such committees shall be appointed to address specific problems and shall dissolve automatically upon the occurrence of those conditions determined by the Board when creating the committee.
Section 3. Chairpersons:
The President of the Corporation may appoint persons to chair committees or authorize the committees themselves to elect a Chairperson(s).
Section 4. Powers:
The Board may delegate any or all authority it deems desirable to committees. Committees, however, shall have the obligation to report all their activities and recommendations to the Board from time to time as the Board may require.
ARTICLE VI: EXPENSES
Section 1. Compensation:
No part of the income or profit of the Corporation shall be distributable to its members, Directors, or officers except that individuals may be reasonably compensated for services performed for the organization if such compensation is approved by the Board of Directors.
Section 2. Reimbursement:
With the approval of the Board of Directors a member may be reimbursed for expenses incurred by him or her on behalf of the Corporation upon the presentation of a voucher showing the date, the amount, and the items involved in each transaction.
ARTICLE VII: BOOKS AND RECORDS
Section 1. Financial Records:
The Corporation shall keep a correct, accurate, and complete set of financial records and accounts.
Section 2. Minutes:
The Corporation shall keep a complete and accurate set of minutes of the proceedings of meetings of its members, Directors, and the reports of its committees.
Section 3. Members:
The Corporation shall keep a complete, accurate, and current roll of its members including members' names and addresses.
ARTICLE VIII: PARLIAMENTARY AUTHORITY
The most recent edition of Roberts' Rules of Order Revised should be used as the parliamentary procedure in all meetings in which unresolved procedural issues arise. Otherwise meetings may be conducted in the manner agreed upon by all those at the meeting unless otherwise prohibited by law or by these Bylaws.
ARTICLE IX: AMENDMENTS
Section 1. Charter:
The Charter may be amended by the Board adopting a resolution setting forth the proposed amendment and directing that it be submitted to a vote at the meeting of its members which may be either an annual or special meeting; or alternatively, 10% of the members entitled to vote thereon may propose an amendment by delivering such amendment to the Board or any corporate officer.
If within 90 days thereafter the Board does not adopt a resolution directing that such amendment be submitted to the members, the proponents of such amendment may be submitted to a vote. There shall be written notice of any meeting at which amendments are to be considered, and such notification may not be waived. Written notice of the meeting shall include a copy of the proposed amendments, or a fair summary thereof. Such amendments shall be approved upon receiving the affirmative vote of two-thirds (2/3) of the members present in a meeting of the Corporation. Notwithstanding the above provision the Board of Directors may amend by resolution the Charter to change the address of the Corporation's principal office in this state.
Section 2. Bylaws:
The bylaws may be amended or repealed by a resolution passed at a membership meeting following prior notification of the membership or by majority vote of the Board of Directors. The members of the Corporation shall be informed at the next membership meeting of any amendment or repeal of bylaws by the Board of Directors, and any action so taken by the Board may be amended or repealed by a resolution passed at a membership meeting.
Amended September 15, 2015