BYLAWS

BYLAWS

Article I - Definition of Boundaries

The Association area shall consist of single family homes developed as a part of the

Woodbridge Valley - Woodbridge Valley North development. In addition, the Association area shall include single family residences on streets adjacent to the original development and not eligible to be included in any other homeowners or neighborhood association. These streets are Woodcliff Avenue, Rolling Glen Road, and the western side of North Rolling Road between Chesworth Road and Route 70, and Johnnycake Road west of North Rolling Road and south of Route 70.

Article II - Membership: Voting Privileges and Dues

A. Individuals who are eligible for membership as defined in Article III of the

Constitution will become members in good standing upon payment of annual dues

per household in an amount determined by the Board of Directors and approved by

the membership of the Association.

B. Each membership shall entitle two adult members (age 18 or above) to one vote each at any meeting, regular or special.

C. No proxy votes shall be allowed at any time.

D. The dues of all members of the Association shall be payable to the Treasurer of the Association for the current fiscal year, which begins on July 1 and extends to June 30.

E. Payment of dues is required for good standing as a member of the Association.

Article III - Meetings

A. The Association will hold one regular general meeting each year in the spring.

B. Other business meetings may be held at any time at the call of the President, in

conjunction with the Board of Directors.

C. Any fifty (50) members in good standing may petition the President for a meeting.

The President must arrange such meetings no later than thirty (30) days following

receipt of such petition.

Article IV - Quorum for Membership and Board Meetings

A. Fifteen (15) members in good standing present at any regular membership meeting shall constitute a quorum.

B. Special meetings require a petition from fifty (50) members in good standing (see

Constitution, Article V).

C. A simple majority of the current members of the Board of Directors shall constitute a quorum for Board meetings.

Article V - Parliamentary Authority

Robert's Rules of Order, Revised, shall govern all business conducted by the

Association.

Article VI - Officers: Eligibility, Duties and Indemnification

A. Eligibility:

1. Any member in good standing shall be eligible for election to the Board of Directors in the Association except a member who is directly or indirectly involved in the holding or seeking of public elective or appointive political office.

2. Should any officer or Board member already elected to office decide to enter into political ventures as referred to above during his or her tenure, such officer or Board member shall be understood to have tendered his or her resignation and shall be replaced in accordance with Article XI of the Bylaws.

B. Duties of Officers:

1. President:

a) As principal officer of the Association, presides over all meetings of the Association, the Board of Directors, and at his/her discretion over any subordinate formal group or body.

b) Serves as chairman of the Board of Directors.

c) Holds conferences of the Board of Directors to discuss matters pertinent to the Association.

d) Distributes materials to the appropriate officers and the committee chairpersons.

e) Delegates to the Vice President certain administrative duties.

f) Serves as ex-officio on all committees.

g) Appoints chairmen of committees.

h) Consults with officers and chairpersons before each meeting to ensure that all details of the meeting are ready as planned; this duty may be delegated to the Vice President or a chairperson in charge of the program.

i) Approves payment of regular expenditures up to $250.00 for any one transaction.

j) Countersigns all fund withdrawals or in his or her absence delegates this authority to the Vice President.

k) Conducts an audit of the financial records for the business year just concluded.

l) Without surrender or abrogation of his or her formal and official responsibilities as President, may delegate, at his/her discretion, any member of the Board of Directors or any subordinate officer in specific single and defined situations to act, protemporare, in his/her behalf; the product of such delegations to be reported to and be subject to the ratification of the Board of Directors.

2. Vice President:

a) Acts for the President in his/her absence.

b) Acts as aide to the President and performs any other specific duties that may be assigned to him/her by the President.

c) Represents the President upon request.

d) Countersigns fund withdrawals in the absence of the President.

3. Secretary:

a) Is responsible for the performance of all the usual duties appertaining to the office of Secretary, including the permanent recording of minutes of each meeting to be read at each succeeding meeting.

b) Signs official documents.

c) Handles all correspondence of the Association.

d) Arranges for the preparation and mailing of all notices.

e) Maintains a list of all current members, their addresses and telephone numbers.

f) Assumes any other duties normally appertaining to the office of Secretary.

g) Acts as Secretary to the Board of Directors and to the President.

4. Treasurer:

a) Is responsible for handling the funds of the Association.

b) Keeps full and complete records of all receipts and disbursements.

c) Prepares and files financial reports at all regularly scheduled Association meetings, or at any other time when he/she might be called upon by the Board of Directors or the membership.

d) Keeps a checking account and a savings account in any institution affiliated with the Federal Reserve Bank or an institution carrying Federal Deposit Insurance.

e) Is responsible for the payment of all accounts approved by the President, Board of Directors, or the Association membership.

f) Signs, for the President, or in his/her absence, the Vice President, shall countersign, all fund withdrawals of the Association.

g) The Treasurer shall be bonded and a yearly audit shall be made of his/her books.

Article VII - Board of Directors

A. The Board of Directors shall constitute the Executive Body of the Association and

shall hold regular executive meetings at least quarterly at the call of the President.

B. Fifteen (15) elected members shall constitute the Board of Directors, and the

immediate past president shall serve as an additional member of the Board.

C. The Board of Directors shall be responsible for the current policies, management

and control of the Association and of all its properties according to the majority will of

the membership.

D. The Board shall approve whatever purchases and payments are essential to current operations, and shall exercise general supervision over the interests and affairs of the Association.

E. It shall establish and enforce rules for the government of the Association.

F. The Board is not authorized to obtain, purchase, lease, or otherwise acquire real

property or other capital assets. Such acquisition shall be reserved for the regular

membership.

G. In all matters, the Board shall be subject to the orders of the Association, and none of its acts shall conflict with action taken by the Association.

H. Quorum for Board of Directors (see Bylaws, Article IV).

Article VIII - Director or Officer Indemnification

A. Each person who acts as a Director or officer of the Association shall be indemnified by the Association against expenses actually and necessarily incurred by him/her in connection with the defense of any action, suit or proceeding in which he/she is made a party by reason of his/her being or having been a Director of officer of the Association except in relation to matters as to which he/she shall be adjudged in such action, suit or proceeding to be liable for gross negligence or unlawful

misconduct in the performance of his/her duties.

B. The right of indemnification provided herein shall inure to each Director and officer

referred to above, whether or not he/she is such Director or officer at the time such

cost or expenses are imposed or incurred, and in the event of his/her death shall

extend to his/her legal representatives.

Article IX - Committees

A. Committee chairpersons shall be appointed by the President to assist the

Association in the performance of special duties and as needed.

B. Committee members shall be selected by the chairpersons from the general

membership of the Association and will serve until such time as the committee's

charge is completed and the final report is presented or until such time as relieved

by the President.

C. A member of the Board of Directors shall be appointed to each committee to serve as a liaison for the Board and that person shall make periodic reports to the Board concerning the committee's actions.

D. Standing committees of the Board of Directors shall be as follows:

1. Audit conducts yearly audit of financial books and records.

2. Budget and Finance prepares yearly budget for Board and membership approval.

3. Communications

4. Covenants makes sure residents conform to covenants.

5. Island Maintenance oversees work for three islands; grass cutting, sign maintenance, etc.

6. Membership coordinates membership drive.

7. Nominating proposes a slate of Board members and officers.

8. Social children's Christmas Party, Easter Egg Hunt, and other social activities.

9. Welcoming welcomes new residents to the community.

10. Zoning keeps up to date on zoning changes in and around the community.

E. Special, interim, or ad hoc committees may be established as needed, observing the procedures set forth in this Article.

F. The chairpersons of standing committees shall be invited to attend all regular

meetings of the Board of Directors, shall be encouraged to participate actively, but

shall not have a voting privilege.

Article X - Elections

A. Elections shall be held at the regular general meeting in the spring.

B. Elections shall be by plurality vote.

C. The President shall not cast an election vote except to break a tie between two or

more candidates after the general membership has had one opportunity to cast

ballots in an election involving only the tied candidates. The President does not cast a tie-breaking vote for a particular office until or unless no candidate has been eliminated and all of the candidates on the ballot have received an equal number of votes.

D. All Board members will be elected from a single ballot containing both candidates

selected by the Nominating Committee and those nominated and seconded from the

floor.

E. Each candidate shall be allowed two minutes to have his/her qualifications for

election presented to the membership either personally or by his/her appointed

representative.

Article XI - Vacancies

A. In the event of a vacancy in the office of President, that office shall be filled by the

Vice President until the next general election.

B. A vacancy in any office or on the Board of Directors or of the immediate past

president may be filled by a presidential appointment.

C. The Board of Directors shall confirm each appointment by a simple majority vote at the next meeting following the occurrence of such vacancy, a quorum being present.

Article XII - Nominating Committee

A. Prior to the annual meeting, there shall be appointed a Nominating Committee of

three (3) Board members whose terms are not expiring and two other members to

be named to the committee from the general membership by the Board of Directors.

B. One (1) member shall be designated by the President as chairperson of the

committee.

C. The committee shall endeavor to nominate more than one candidate for each Board vacancy.

D. All nominations decided upon by the Committee shall be publicized to the members of the Association prior to the general election meeting.

E. Nominations, if seconded, shall be accepted from members of the Association from the floor. Individuals nominated need not be present on the night of the election; however, such individuals must have indicated in writing and in advance of the meeting their willingness to serve if elected (see also Bylaws, Article X - Elections).

Article XIII - Amendments to Bylaws

See Constitution, Article VI - Amendments

 

Article - Dissolution

In the event of the dissolution of the Association in any manner or for any cause, and in any other event, upon the effective date of the dissolution of the Association after

payment of all of its just debts and obligations, any surplus funds remaining shall be

paid and distributed pro rata among the then regular membership of the Association.

Approved with amendments - April, 1993

Content copyright . WOODBRIDGE VALLEY IMPROVEMENT and CIVIC ASSOCIATION, INC. All rights reserved.