Association By-laws

Article I to VII section 1

BY-LAWS OF BERWICK CIVIC ASSOCIATION

ARTICLE I. Name
Section 1. Name: The name of the Association shall be Berwick Civic Association, hereinafter know as the Association.

Section 2. Empowerment: The Association shall be empowered to implement the purposes as set forth in the Mission and to do all things necessary and incidental thereto.

ARTICLE II. Membership
Section 1. Classes: Membership shall have the following classes:
A. Single Dwelling: A residence within the boundaries of the Association that has at least one (1) resident who is eighteen (18) years old or older.

B. Apartment: A unit within an apartment building that is located within the boundaries of the Association shall have the same status as a single family dwelling as stated in Section 1. A.

C. Business: Each business within the boundaries of the Association shall have the same status as a single family dwelling as stated in Section 1 A.

Section 2. Dues: The Board of Trustees shall determine the dues, which shall be voted on by the Membership.

Section 3. Voting: Each residence that has obtained membership through the payment of dues shall be entitled to one vote and ballot per residence. Any action, except as stated herein, shall require a majority vote of the members who are present and voting.

ARTICLE III. Officers
Section 1. Elected Officers: The Board of Trustees shall elect Officers of the Association. Elected officers of the Association shall be President, Vice President, Recording Secretary, Corresponding Secretary, and Treasurer.

Section 2. Appointed Officers: The Board of Trustees has the authority to appoint such other officers as it determines necessary to conduct the business of the Association. Appointed Officers may speak, but shall not have a vote on the Board of Trustees. The number of appointed officers shall be less then the number of elected officers.

Section 3. Transition Officers: The President will assume the duties of Immediate Past President upon exiting the office of President.
1. The Immediate Past President may speak and shall have a vote on the Board of Trustees. 2. The Immediate Past President shall not be a member of the executive committee.

Section 4. Term of Office: Elected officers shall assume their duties at the close of the Annual Meeting in the year in which they were elected. Officers shall serve for a term of two (2) years. Officers, except that of the Treasurer, may serve for no more than two consecutive terms in the same office.

Section 5. Duties of Officers:

A. The President shall:
1. Preside over meetings of the Association and of the Board of Trustees.
2. Establish all committees and appoint committee chairs, except for the Nominating Committee, with the concurrence of the Board of Trustees.
3. Call special meetings.
4. Support the officers and committee chairs in the performance of their duties.
5. Be signatory on all documents and fund requests.
6. Be an Ex-officio member of all committees except the Nominating Committee.

B. The Vice President shall:
1. Perform the duties of the President when the President is absent or incapacitated to
serve.
2. Serve as Chair of the Nominating Committee.

C. The Recording Secretary shall:
1. Record the minutes and deliberations of the meetings of The Association and the Board
of Trustees.
2. Keep a complete and accurate record of all proceedings.
3. Maintain a list containing the names of the members of the Association.

D. The Corresponding Secretary shall:
1. Assist the Recording Secretary in the performance of their duties.
2. Prepare correspondence for the Association and Board of Trustees.
3. Notify all members of the time and place of meetings.

E. The Treasurer shall:
1. Keep an accurate report of necessary receipts and disbursements in bookkeeping record form suitable for this purpose.
2. Be signatory on all fund requests.
3. Be bonded.
4. Be a member of the Finance Committee.
5. Submit required federal, state and local regulatory reports.

Section 6. Election of Officers:
At least thirty (30) but not more then sixty (60) days before the Annual meeting, of odd-number years, the Board of Trustees will elect the officers of the Association.

Section 7. Officer Qualifications. Only current or former trustees can be elected to the office of President or Vice President.

ARTICLE IV. Meetings
Section 1. Annual: The annual meeting of the Association and election of Trustees shall be held during the fourth quarter of each calendar year.

Section 2. Special: Special meetings of the Association shall be called by the President, or three (3) members of the Board of Trustees, or upon written request signed by not less than fifteen (15) members.

Section 3. Notices: Notices of every meeting of the Association shall be given to the members not less than five (5) but no more than ninety (90) days prior to the meeting. In cases of special meetings the notice shall state the purpose of the meeting.

ARTICLE V. Board of Trustees
Section 1. Composition: The Board of Trustees shall consist of:
A. The elected officers
B. The Immediate Past President
C. The appointed officers
D. Fifteen (15) Trustees, no more than one from each residence as specified in Article II.

Section 2. Nominations and Elections:
A. Election of the Trustees shall be held at the Annual Meeting.
B. A Nominating Committee consisting of three Trustees elected by the Board of Trustees shall make nominations for Trustees at least thirty (30) days prior to the annual meeting.
C. In addition, to the nominees proposed by the Nominating Committee, nominations for the Board of Trustees may be made from the floor.
D. Only Members of the Association shall be eligible for election to the Board of Trustees.
E. Members may vote for up to the number of vacancies to be filled and may not cast more than one vote for any one candidate.
F. In the event of a tie vote for the last position a run-off election will be held.

Section 3. Term of Office:
A. Each Trustee shall be elected for a term of three (3) years and may be re-elected to consecutive terms.
B. Trustees’ terms shall be staggered so that five (5) trustees are elected each year.
C. Trustees shall take office at the end of the meeting at which they are elected.

Section 4. Vacancy: The Board of Trustees shall fill all vacancies.

Section 5. Meetings: The Board of Trustees shall hold a monthly business meeting at least ten (10) times per calendar year. These regular meetings will be held on the first (1st) Tuesday of the designated months subject to change by a vote of the Board of Trustees at a regularly scheduled meeting. Notification of the change shall be given to the members of the Board of Trustees at least seven (7) days prior to the rescheduled meeting.

Section 6. Attendance: Each member of the Board of Trustees shall attend at least six (6) of the Regular meetings per year. The Board of Trustees may vote to remove Board members who are absent from more than six (6) of the regular meetings or who have two (2) consecutive un-excused absences. An unexcused absence is any absence from a Regular meeting without prior notification to the Board of Trustees.

Section 7. Removal: Board members may be removed from the Board of Trustees for misfeasance, malfeasance or nonfeasance. The Board of Trustees shall provide written notification of removal to the Board member. All appeals must be made in writing within fourteen (14) days of receipt of notification from the Board.

Section 8. Quorum: A quorum of the board of trustees shall be five (5) members, two of whom shall be elected officers.

Section 9. Duties:
1. Conduct the business and affairs of the Association.
2. Approve reinstatements of trustees to the Board of Trustees.
3. Approve the President’s appointment of the Standing Committee Chairs.

ARTICLE VI. EXECUTIVE Committee
Section 1. Composition: The Executive Committee shall consist of the elected officers.

Section 2. Duties:
The Executive Committee shall:
1. Have general supervision of the affairs of the Association between meetings of the Board of Trustees.
2. Present dates and locations for the Annual Meeting.
3. Submit an executive committee report to the Board of Trustees for approval.
Section 3. Meetings:
A. The Executive Committee shall meet at the call of the President.
B. The Executive Committee may transact business by mail or electronic media.
C. A majority of the Executive Committee shall constitute a quorum.

ARTICLE VII. Committees
Section 1. Composition:
1. A Committee Chair must be a current member of the Board of Trustees.
2. The President with the approval of the Board of Trustees will appoint committee Chairs, except the Nominating Committee.
3. Committee Chairs will select Committee members with the consensus of the Board of Trustees, except where stated other wise within these By-laws.

Article VII section 2 to XIII

Section2. The Standing Committees:
A. Bylaws
B. Finance
C. Publication
D. Membership
E. Community Concerns

Section 3. Duties of Standing Committees:
A. The Bylaws Committee shall:
1. Consider, edit and develop amendments and revisions to the
Bylaws at the request of:
a. The Board of Trustees;
b. The Executive Committee;
c. Any five (5) members of the Association.
2. All amendments proposed by the committee for study shall be presented
to the Association for consideration and approval.
3. A Parliamentarian may attend meetings or be consulted in an advisory capacity.

B. The Finance Committee shall:
1. Prepare a budget for the fiscal year and submit the budget to the Board of Trustees for approval. The fiscal year shall begin on the first day in January in each year, or on such other date as may be established by the Board of Trustees.
2. Be responsible for all fund-raising projects.

C. The Publications Committee shall:
1. Publish and distribute a newsletter at least four (4) times a year.
2. Be responsible for other publications issued by the Association as directed by the Board of Trustees.

D. The Membership Committee shall:
1. Collect and record dues received.
2. Maintain a current list of paid members with addresses and phone numbers.
3. Provide the Recording Secretary with the list of paid members with addresses.

E. The Community Concerns Committee shall:
1. Investigate complaints associated with code enforcement and neighborhood safety.
2. Represent the Association and interact with city officials to resolve code enforcement and neighborhood safety issues.
Section 4. Special Committees The Board of Trustees may appoint any special committees it deems necessary to accomplish the mission of the Association.

ARTICLE VIII. Endorsements
The Association shall not endorse or oppose any candidate seeking election or appointment to any public office; and no funds of the Association shall be used or expended in the furtherance of or in the opposition to the candidacy of any candidate for public office or any political issue or political party.

ARTICLE IX. Indemnification
The Association shall indemnify each Trustee and officer, whether or not then in office, and the Association may indemnify or agree to indemnify any person who is serving or has served at the request of the Association against expenses, judgments, decrees, fines, penalties, or amounts paid in settlement in connection with the defense of any pending or threatened action, suit or proceeding, criminal or civil, to which a person is or may be made a party by reason of being or having been such Trustee, officer or employee, provided that the Trustees, acting at a meeting at which a quorum consisting of Trustees who are not parties to or threatened with any such action, suit or proceeding, is present, determine that such Trustee, officer or employee:
A. Was not and has not been adjudicated to have been guilty of misconduct in the
performance of his duty to the Association
B. Acted in good faith in what he reasonably believed to be the best interest of such Association.
C. In any matter the subject of a criminal action, suit or proceeding had no reasonable cause to believe that his conduct was unlawful.
Any Trustee who is a party to or threatened with any such action, suit or proceeding shall not be qualified to vote. If, for this reason, a quorum of Trustees who are not disqualified from voting for reason of being parties to or threatened with such action, suit or proceeding, cannot be obtained, such determination shall be made by three (3) attorney’s at law, who have not therefore represented the Association in any matter and who shall be selected by all of the Trustees of the Association who are not parties to or threatened with any such action, suit or proceeding. If there are no Trustees who are qualified to make such selection, the selection shall be made by a Judge of the Court of Common Pleas of Franklin County, Ohio. Such indemnification shall not be deemed exclusive of any other rights to which such Trustee, Officer or Employee may be entitled under the Articles of Incorporation, the By-laws, any agreement, any insurance purchased by the Association, vote of members or otherwise.

ARTICLE X. Boundaries and Representation
This Association shall include the residences within the area bounded on the north by the south side of Livingston Avenue; on the east by the west side of James Road from Livingston Avenue to Scottwood Road, the rear lot lines of the homes on the south side of Scottwood Road from James Road to Kenwick Road, the rear lot lines of the homes on the east side of Kenwick Road from Scottwood Road to the I-70 Freeway; on the south by the I-70 Freeway; on the west by College Avenue to Roads End, Roads End to Alum Creek, Alum Creek to Livingston Avenue.

ARTICLE XI. Dissolution
In the event of dissolution of the Association, the remaining assets shall be distributed for purposes within the scope of the IRS 501 (c) (3).

ARTICLE XII. Parliamentary Authority
The Association and all committees shall be governed by the latest edition of Robert’s Rules Newly Revised, except as inconsistent with these By-laws or special rules of order that the Association may adopt.

ARTICLE XIII. Amendments
These By-laws may be amended by a two-thirds (2/3) affirmative vote at the annual meeting or at any special meeting called for that purpose.