Association By-laws

BY-LAWS OF BERWICK CIVIC ASSOCIATION


ARTICLE I. Name
Section 1. Name: The name of the Association shall be Berwick Civic Association, hereinafter known 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. Apartments and Condominiums: A unit within an apartment building or Condominium 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 resident that has obtained membership through the payment of dues shall be entitled to one ballot and vote. Any action, except as stated herein, shall require a majority vote of the members who are present and voting. Association members vote only at the annual meeting or at special meetings only. Otherwise, Only Trustees vote at scheduled Board of Trustee meetings.

ARTICLE III. Board of Trustees
Section 1. Composition: The Board of Trustees shall consist of:
A. The elected officers
B. The Immediate Past President
C. Fifteen (15) Trustees,
with no more than one from each residence as specified in Article II. The Trustee total includes elected officers, immediate past president, and nine (9) additionally elected individuals, as specified in Article 4 Section .

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
any 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 a member of 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, at least 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 IV. 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, Communications Coordinator, Corresponding Secretary, and Treasurer.

Section 2. Appointed Individuals: The Board of Trustees has the authority to appoint such other individuals to leadership positions (e.g. Special Event Chair) as it determines necessary to conduct the business of the Association. Appointed individuals may speak, but unless they are a current Trustee, shall not have a vote on the Board of Trustees.

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

Section 4. Term of Office: Officers shall be elected at the first Board of Trustees meeting following the Annual Meeting. The elected officers shall assume their duties immediately at the close of the meeting at which they are elected. Officers shall serve for a term of two (2) years. Officers, except that of the Treasurer and Communications Coordinator), 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
official documents and disbursements of funds. 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
Board of Trustees and track dates on which Trustees were elected or appointed, and expiration of their terms.

D. The Communications Coordinator shall:

1. Chair the Communications Committee

2. Coordinate the Berwick Civic Association’s online presence on the website, Facebook, Next Door and any other social media, in accordance with the Communications Plan as set by Executive Committee.

3. Coordinate the creation, printing and distribution of the Berwick Newsletter and any other community communication

4. Assume responsibility for coordinating and preparing communication, both print and electronic, to the Association and Trustees.

5. Assist and collaborate with the Recording Secretary and Membership Chair as needed.

6. Manage communication platform google suite, payment and voicemail services.

7. Collaborate with Executive Committee and Committee Chairs to meet BCA goals.

E. The Treasurer shall:
1. Keep an accurate report of necessary receipts and disbursements in bookkeeping record form suitable for this purpose.
2. Be
cosignatory on all disbursements of funds fund requests.
3. Be bonded.

4. Provide a monthly written financial report to Board of Trustees.
5.
Chair the Finance Committee.
6. Submit required federal, state and local regulatory reports,
following review and approval by Trustees.

Section 6. Election of Officers:
At least thirty (30) but not more than sixty (60) days
after the Annual meeting, 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 V. Meetings Proposed:
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) Association members.

Section 3. Notices: Notices of every meeting of the Association shall be given to the members not less than five (5) prior to the meeting. In cases of special meetings, the notice shall state the purpose of the meeting.

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: Executive Committee members will submit monthly reports to the Board of Trustees for approval
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 Executive Committee members present at a meeting 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,
including non-Trustees who are members of the Association. Non-Trustee committee members must have an approval vote by the Board of Trustees, except where stated otherwise within these By-laws.

Section 2. The Standing Committees:
A. Bylaws
B. Finance
C
. Communications

D. Membership
E. Community Concerns/Block Watch

F. Beautification Committee

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. Roberts Rules of Order will be used when there are questions about meeting protocol.

4. Bylaws shall be reviewed every two years.

 

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
collecting and depositing all funds raised through various events.

C. Communications Committee shall:
1
. Coordinate the Berwick Civic Association’s online presence on the website, Facebook, Next Door and any other social media, in accordance with the Communications Plan as set by Executive Committee.

2. Create, print and distribute the Berwick Newsletter (at least one issue a year) and any other community communication;

3. Coordinate and prepare communication, both print and electronic, to the Association and Trustees.

4. Prepare and send out other communications 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
, emails addresses, and phone numbers.
3. Provide the Recording Secretary with a
quarterly list of paid members and their contact information.

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.

F. The Beautification Committee shall coordinate contacts and activities to assure that the physical appearance of the community, e.g., litter, signage, etc., is maintained and visually appealing.

G. Special Committees—the Board of Trustees may appoint any special committees it deems necessary to accomplish the mission of the Association.

ARTICLE VIII.

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
s/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
her/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) attorneys 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 Livingston Avenue-center of street; on the south by Interstate 70; on the east by James Road -center of street; and on the west by Interstate 70.

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 of Association members present at the annual meeting or at any special meeting called for that purpose.