BCNA By-Laws
BELMONT-CARLTON NEIGHBORHOOD ASSOCIATION
Articles of Incorporation and By-laws
Article I – Name and place of business
This document governs the Belmont-Carlton Neighborhood Association, Inc. known hereinafter as “B-CNA”. The place of business of B-CNA shall be Clark Elementary School, Charlottesville VA. The mailing address of business is PO Box 34, Charlottesville VA 22902.
Article II – Purpose
The purpose of the Association shall be: (1) the cultivation of a community spirit to help maintain our area as a safe and pleasant place to live; (2) the promotion of projects and programs that will enhance the community; and (3) the representation of its members to organizations and governments in efforts to enhance the community. Said corporation is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501©(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Article III – Members
Membership is open to any resident or business of the Belmont or Carlton neighborhoods who is 18 years of age or older and pays annual dues. Membership is renewed annually, and can be started or terminated by the member at any time. Members are entitled to vote on issues at membership meetings. Except as expressly provided in or authorized by the Articles of Incorporation, the By-laws of B-CNA or provisions of law, all members shall have the same rights, privileges, restrictions and conditions.
The fees and dues of the B-CNA shall be set by vote at each Annual Meeting. Changes, if any, will effect in the next fiscal year following such change. Dues are pro-rated per month, but not refundable.
The B-CNA shall keep a membership book containing the name and address of each member. Termination of the membership of any members shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the B-CNA’s principal office.
Article IV – Board of Directors
A.Initial Board. The initial Board of Directors shall consist of 6 persons. The initial directors shall serve until the next annual meeting of the membership; however, in all cases directors shall serve until their successors have been duly elected and qualified.
B.The number of directors to serve on the Board of Directors may be amended by a duly adopted resolution of the Board of Directors. All Directors after the initial board shall serve one-year terms. All directors shall be elected each year at the annual meeting of the members by a quorum vote of the members; however, in all cases, current Directors shall serve until their successors shall have been elected and qualified.
C.Resignation and Filling of Vacancies of Directors. Any Director of the corporation may resign at any time by giving written notice of such resignation to the Board of Directors, the Chair of the Board, or the corporation. Any such resignation shall take effect at the time specified therein or, if no time be specified, upon receipt thereof by the Board of Directors or one of the above named officers. Vacancies on the board and newly created directorships resulting from any increase in the number of directors to constitute the Board of Directors may be filled by a duly approved resolution of a quorum of the directors then in office. If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. Any Director elected to fill a vacancy or a newly created directorship shall serve until the next election of directors by the members of the corporation. The corporation shall treat the death of any Director as a voluntary resignation.
Article V – Officers
The officers of the Association shall be a Chair, Vice-Chair, Treasurer and Secretary. No member shall be eligible to election to more than one office at any one time.
A.Chair – It shall be the duty of the Chair to call and preside at all meetings and to carry out the purposes and rules of the organization as set forth in these by-laws. The Chair shall appoint all special committees, and serve as a member of each committee appointed, except the Nominating Committee. The Chair shall counter sign all checks issued by the B-CNA, and, with the concurrence of the Board, assume the duties of Treasurer should the Treasurer be unable to act for the B-CNA.
B.Vice-Chair – It shall be the duty of the Vice-Chair to act for, and with all the powers and responsibilities of the Chair, in the Chair’s absence.
C.Treasurer – The Treasurer shall receive money and other assets in the name of the organization, and manage these assets to the benefit of the organization. The Treasurer shall report to each meeting of the Board on the condition of the treasury. As Chair of the Finance Committee??, the Treasurer shall cause a budget to be prepared for each fiscal year, for approval by the Board. The Treasurer will arrange for an annual financial audit of the B-CNA. The Treasurer will also keep an up-to-date record of dues-paying members of the Association.
D.Secretary – The Secretary shall cause a complete and accurate record of all Board and Membership meetings to be created and shall make this record available to all Board and Association Members. The Secretary shall be responsible for all meeting notices, by-law notices and any other such correspondence as set forth in these by-laws or as created by the Board.
Article VI – Elections and Terms of Office
A.Officers shall be elected by the membership at the annual meeting. In addition to nominations from the floor, a slate of candidates will be prepared by a Nominating Committee and sent to all Members and Directors with the annual meeting notice.
B.Officers and Directors shall be of the age of majority in Virginia and be active Members of the Association for at least one year
C.Election of Officers shall be by written or verbal ballot. Proxy votes are not allowed.
D.The Nominating Committee shall be appointed by the Chair early in the Fiscal Year and shall consist of three (3) members in good standing at the time of their appointment.
E.Officers shall be elected to terms of one (1) year, starting the first day following the annual meeting.
F.In the event of vacancies, the Board will appoint a Director to fill the unexpired term.
Article VII – Meetings
A.There will be membership meetings on the second Monday of each month, at 7 p.m. and at a place designated by the Board.
B.The Board will hold two meetings per year, one of which is the annual meeting in January.
C.Each Director or member is entitled to one vote on each matter submitted to a vote. Voting at duly held meetings may be by voice vote. Proxy votes are not allowed.
D.A simple majority of Board members or their designated alternates shall constitute a quorum.
E.Notice of all meetings shall be mailed and/or posted no less than ten (10) days before each meeting, indicating time, place, and a brief agenda.
F.Roberts Rules of Order shall apply.
Article VIII – Committees
A.Ad-hoc committees can be established as needed for special purposes by appointment of the Chair.
B.The Chair shall appoint a Finance Committee of no less than three Board Members, including the Treasurer, at the Annual Meeting. The duties of the Finance Committee shall be to conduct the annual audit and prepare a budget.
C.A Nominating Committee of 3 members shall bring nominations for Officers forward annually
Article IX – Powers
The Board shall have the power to transact all business for the B-CNA, including but not limited to seeking funds and/or cooperative action from various sources on behalf of members to carry out the purposes of the B-CNA.
Article X – Fiscal year
The fiscal year of the B-CNA is January 1 through December 31.
Article XI – Internal affairs
No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall; not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501©(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170©(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Article XII – Conflict of Interest
No Board member may vote upon a matter coming before that body in which he or she has a direct financial interest. Immediately upon becoming aware that such a conflict may exist, a Board member must disclose the existence of the potential conflict to the remaining Board members, withdraw from further deliberation on the issue, and refrain from voting on the matter. Any such disclosure and withdrawal shall be fully documented in the organization minutes.
Article XIII – By-law amendment
By-laws alteration, amendment, or repeal may be voted at any annual meeting, and may be amended by a Board majority at any regular or special meeting when written notice is given to all members no less than ten (10) days prior to the meeting date at which the proposed amendment will be considered.
Article XIV – Records
The Secretary of the Association shall keep:
A. Minutes of all meetings of directors and members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
B. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
C. A record of its members, if any, indicating names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;
D. A copy of the Association’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the Association at all reasonable times during office hours.
Article XV – Dissolution
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501©(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
These By-laws were adopted by a resolution of the Board of Directors of the B-CNA
In witness whereof, we have hereunto subscribed our name this day of _ 200_.
, Chair
_, Vice -Chair
_, Treasurer
__, Secretary