CHESWOLDE NEIGHBORHOOD ASSOCIATION, INC.
SECOND AMENDED AND RESTATED BY-LAWS
Effective Date: May 17, 2006
ARTICLE I
Name – Objective – Boundaries
Section I: Name
The name of this Association shall be the Cheswolde Neighborhood Association, Inc. (hereinafter referred to as “the Association”).
Section 2: Objective
The objective of the Association is to serve the residents of the Cheswolde area by doing everything reasonable and proper for the preservation, betterment, development, and well-being of the Cheswolde community.
Section 3: Boundaries
The Association represents the area within the highlighted boundary lines on the map appended hereto as Attachment 1.
ARTICLE II
Membership
Section 1: Basis of Membership
Membership in the Association shall be open to all persons who live in, or who own real property in, or whose place of business or non-profit organization is located in the Cheswolde area as defined in Article I, Section 3.
The Association recognizes that an individual may qualify for, and hold, multiple memberships by virtue of qualifying under more than one of these categories. Regardless of the number of memberships held, however, no individual may have more than one vote on any motion or issue that comes before the membership of the Association.
Similarly, there may be only one voting member per entity (whether a household, business, or non-profit organization). Thus, for example, if an individual both owns property and conducts a business in Cheswolde, that individual may represent only one of those entities and may have only one vote on a motion or issue. He or she may, however, designate an individual (e.g., spouse, employee) to be the voting representative of the second entity.
Section 2: Membership Based on Residence
A membership based upon living in a household in the Cheswolde area shall include all persons who reside in the household.
Section 3: Membership Based on Ownership of Real Property
A membership based upon ownership of real property in the Cheswolde area shall include all persons considered to be owners of the property, including partners or stockholders. This provision recognizes that the owner(s) may or may not reside in the Cheswolde community; property ownership does, however, convey an interest in the well-being of the neighborhood.
Section 4: Membership Based on Business or Non-profit Status
A membership based upon the operation of a business or the functioning of a non-profit organization in the Cheswolde area shall include all persons associated with such business or organization, including directors, officers, associates, partners, stockholders, or employees of such organization or business. A membership may be held in the name of a corporation.
Section 5: Application
Membership applications shall be made in writing to the Board of Directors of the Association.
Section 6: Membership Dues
Membership shall not become effective until membership dues for the fiscal year in which the membership application is approved have been tendered to the Association, and a two-week waiting period has been served subsequent to the Association’s receipt of the dues. The fiscal year begins on September 1 and ends on August 31 of each calendar year.
Section 7: Membership Status
A new member in good standing has: (1) made application; (2) paid dues; (3) served the two-week waiting period.
A member in good standing has paid dues for the current fiscal year within three months of receiving a membership renewal notice.
ARTICLE III
Board of Directors
Section 1: Membership; Qualifications for Membership
The business and affairs of the Association shall be conducted and managed by its Board of Directors, consisting of no more than fifteen (15), but no fewer than nine (9), elected members, all of whom shall be members of the Association. The President of the Association shall serve as Chairperson of the Board of Directors.
To be eligible for Board membership, a proposed Board member must: (1) be current in the payment of his or her Association dues; and (2) effective September 7, 2006, have attended no fewer than half of all membership meetings, or have provided no less than fifteen (15) hours of service to the Association during the preceding fiscal year.
Section 2: Term of Service
Elected members of the Board of Directors shall serve a term of two (2) years. Any individual duly elected and serving as a Board member at the time of the adoption of these By-Laws, shall serve out his or her unexpired term.
Section 3: Nominating Committee
At least three (3) months prior to each annual meeting (“annual date”), the President shall appoint a Nominating Committee of at least three (3) members of the Association. One of such members shall be designated by the President to be the Chairperson thereof. Six weeks prior to the annual meeting, the Nominating Committee shall name a sufficient number of nominees to assure that the Board shall have no fewer than nine (9) and no more than fifteen (15) Directors. Such nominations shall be reported in the notice to the membership of the annual meeting no less than four (4) weeks prior to the annual meeting. Additional nominations for any term as hereinabove provided may be made by petition in writing signed by any ten (10) members of the Association and delivered to the Secretary of the Association at least two (2) weeks prior to the date of the annual meeting. The nominations provided by the Nominating Committee and by Petition as hereinabove provided shall constitute the official ballot to be voted upon at the annual meeting.
Section 4: Meetings of the Board of Directors
The Board of Directors shall meet after each annual meeting of the membership and/or at such other times as may be fixed by resolution of the Board of Directors. Meetings of the Board of Directors may be called by the President or at the request of five (5) Board members.
Section 5: Notice of Meetings
Notice of the place, day, and hour of every meeting of the Board of Directors shall be given to each Board member in writing, or by telephone or electronic mail, or by any means of communication deemed reasonable, at least seven (7) days prior to the date set for each such meeting. In emergency situations or when special meetings of the Board are called, only as much notice as is possible need be given.
Section 6: Quorum; Majority Vote
Fifty-one (51) percent of the members of the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business at every meeting of the Board of Directors; for example, the quorum for a 15-member Board would be eight (8) persons. A majority vote of the Board members present at any such meeting shall be sufficient and necessary to take or authorize any action by the Board of Directors with the exception of the addition or removal of a Board member as addressed in Article III, Sections 8 and 9 herein.
Section 7: Officer Duties at Meetings
At all meetings of the Board of Directors, the President of the Association shall preside as Chairperson. In the President’s absence, the/a Vice President of the Association shall preside. The Secretary of the Association shall perform all appropriate and necessary duties as Secretary at all meetings of the Board, and in his or her absence, the Chairperson of the meeting may designate any person to act as Secretary.
Section 8: Removal of a Member
Any member of the Board of Directors may be removed from the Board of Directors for any cause, as determined by the Board, by a vote of two-thirds of the Board of Directors at any duly constituted meeting of the Board.
Section 9: Vacancy on Board
In the event of a vacancy of any seat on the Board of Directors through death, resignation, disqualification due to loss of membership in the Association, removal, or otherwise, the remaining Directors shall designate a successor to serve until the next election. Such designation shall be made on the basis of a vote of two-thirds of the Board of Directors at any duly constituted meeting of the Board.
Section 10: Re-election
Any Director shall be eligible for re-election.
Section 11: Executive Committee
There shall be an Executive Committee of the Board of Directors of the Association comprising the President, the Vice President(s), the Secretary, and the Treasurer. The Executive Committee shall have the power to manage the affairs of the Association in the interim between meetings of the Board of Directors or between meetings of the membership. Any action of the Executive Committee shall be reported to the Board of Directors or to the membership, at or before the next meeting of either group.
ARTICLE IV
Officers
Section 1: Titles; Election; Terms
The principal officers of the Association shall be a President, a/the Vice President(s), a Secretary, and a Treasurer, each of whom shall be an elected member of the Board of Directors. The Board of Directors may appoint such other officers and assistant officers from among the members of the Association as may be needed to conduct the business and activities of the Association. The principal officers shall be elected bi-annually by the Board of Directors at its first meeting following the annual meeting of the membership, and shall hold office for a period of two (2) years or until their successors are duly elected and qualified. The President and the Vice President(s) shall serve in their respective offices for no more than two (2) consecutive terms.
Section 2: Duties
The principal officers shall perform such duties and functions as are ordinarily incident to their respective offices, subject to the control of the Board of Directors and subject to such other duties as may be assigned to each respective office by the Board of Directors.
Section 3: Filling of Vacancies
The Board of Directors shall have the power to fill any vacancy occurring in any such office for the unexpired portion of the term of such office at any meeting. Such action shall be taken on the basis of a majority vote of the Directors.
ARTICLE V
Meetings of Membership
Section 1: Annual Meeting; Monthly Meetings
There shall be a minimum of eight (8) monthly meetings of the membership of the Association. The first monthly meeting in each fiscal year shall be the Annual meeting and shall be held on the first Wednesday of the first month of the fiscal year, or as close thereto as possible on such date and at such place as may be determined by the Board of Directors. Notice of the Annual meeting shall be mailed to the membership at least four (4) weeks prior to the date of the Annual meeting.
The monthly meeting of the membership of the Association shall be held on the first Wednesday of each month, or as close thereto as possible on such date and at such place as may be determined by the Board of Directors. Such monthly meetings shall be general meetings, that is to say, open for the transaction of any business within the powers of the Association without special notice of such business, except as specifically required by law or these By-laws.
Prior to each meeting of the membership, the Secretary shall prepare a full, true, and complete list or compilation of all members entitled to vote at such meeting, and shall be responsible for the production of such list or compilation at the meeting.
At such monthly meetings,
the President of the Association shall report on the activities of the Association since the last monthly meeting,
the Treasurer of the Association shall submit a report of the receipts and disbursements of the Association for the preceding month,
the Secretary shall have a list of the membership and the minutes of the previous meeting available for inspection by members of the Association.
Section 2: Special Meetings
Special meetings of the membership of the Association may be called at any time by the President, and shall be called by the President at the request in writing of a majority of the members of the Board of Directors or upon the request in writing of at least fifteen (15) members of the Association. Such request shall state the purpose of the meeting, and notice thereof shall be given in writing as required pursuant to Article V, Section 3. No business other than that stated in the notice of the meeting shall be transacted at any special meeting of the membership, however called. Special meetings of the membership shall be held at the time and place designated in the notice of such meeting sent to each member.
Section 3: Notice of Special Meetings
All special meetings of the membership shall be called by sending written notice (including electronic mail) thereof to each member, postage prepaid, addressed to the member at the member’s address as it appears on the records of the Association. Such notice shall be sent not less than two (2) days prior to the date fixed for the special meeting. Such notice shall state the place, date, and hour of such meeting, and shall also state the business to be transacted.
Section 4: Chairperson
The President of the Association shall call meetings of the membership to order and shall act as Chairperson of such meetings. In the President’s absence, the/a Vice President shall be Chairperson of the Meeting. The Secretary shall record the minutes of each meeting, and, in the absence of the Secretary, the Chairperson of the meeting shall designate any member to act as Secretary.
Section 5: Majority Vote
Regarding any issue presented by the Board to the membership, the affirmative vote of a majority of the members present at any duly constituted meeting shall be sufficient and necessary to take or authorize any action of the membership of the Association except as specifically required by law or by these By-Laws.
Section 6: One Vote Per Membership
Each member present, whose membership is based on residence, shall be allowed to cast one (1) vote. Each membership based on ownership of real property shall be allowed to cast one (1) vote. Each membership based on either a place of business or a non-profit organization (whether individual, partnership, or corporation), shall be allowed to cast one (1) vote per entity. (Please see Article II, Section 7.)
Section 7: Voice Vote; Written Ballot
Voting shall be by voice, except that any five (5) members present at any meeting of the membership shall have the right to demand voting by written ballot on any issue. A member in good standing who cannot be present at a meeting may register a vote by submitting to the Secretary by the time of the meeting a written statement (signed and dated) indicating his or her position and vote.
ARTICLE VI
Miscellaneous
Section 1: Dues
Membership dues shall be set by the Board of Directors, and shall be payable in September of each year.
Section 2: Fiscal Year
The fiscal year of the Association shall end on the 31st day of August of each year, or on a date determined by the Board of Directors.
Section 3: Committees
The President of the Association may recommend the formation of Standing Committees to carry out the ongoing or long-term work of the Association, as well as Ad-hoc Committees to address specific or short-term issues of concern to the community. The Board of Directors shall approve both the formation and the dissolution of all Standing and Ad-hoc Committees. The Head of any Committee shall select members of the Association to serve on the Committee, and shall retain the right to remove any such member when, in his/her judgment, such removal best serves the functioning and goals of the Committee as a whole.
Section 4: Funds
The Treasurer of the Association shall deposit the funds of the Association in such bank or banks as the Board of Directors may designate, and all checks, drafts, or orders for the payment of monies or other negotiable instruments issued in the name of the Association shall be signed by either the Treasurer or the President of the Association, or by such other Officers of the Association as may be authorized from time to time by resolution of the Board of Directors.
Section 5: By-Laws
The By-Laws of the Association may be amended, altered, or repealed by the affirmative vote of two-thirds of the Directors present at any duly constituted meeting of the Board of Directors, if notice thereof be contained in the notice of such meeting.
