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January 18, 2005
Blue Ridge Acres Civic Association By-Laws
The Blue Ridge Acres Civic Association By-Laws
Effective November 13, 1999
SECTION ONE: Offices
1.1 Principal office - address
The principal office of the Association shall
be a Blue Ridge Acres, State secondary road number 32 known as Chestnut Hill
Road, Jefferson County, West Virginia. The post office address is 96 Blue Ridge
Acres, Harpers Ferry, West Virginia 25425. (Amended 6/29/85)
SECTION TWO: Membership
2.1 Qualification for membership
Membership is granted to any person or persons
owned or purchasing property in Blue Ridge Acres subdivision. No person or household
shall hold more than one membership regardless of the amount of property they
own. (Amended 6/30/90)
2.2 Membership dues
Membership dues are the road maintenance fees
paid by each member. Either the Board of Directors of the Blue Ridge Acres Civic
Association, Inc., or any member of the Association, may propose such an increase
to the membership at its annual membership meeting, at which time, to effect
such increase, the affirmative vote of sixty (60) percent of the Associations
membership present and voting, whether in person or by proxy, shall be required,
and upon such affirmative vote, said increased assessment shall be effective
the first day of the Associations ensuing calendar year. (Amended 6/30/90)
SECTION THREE: Voting
3.1 Voting
Members shall have the right to vote either in
person or by proxy if the members road maintenance fees and any additional costs
incurred for the collection of said road maintenance fees have been paid for
all previous years and are paid in full for the current year. Each billing entity
constitutes one vote. (Amended 6/30/90; Amended 11/13/99)
SECTION FOUR: Meetings
4.1 Annual meeting of members
An annual meeting of members shall be held on the
second Saturday of the month of November. The place and exact time shall be
determined by the Board of Directors. (Amended 6/27/92)
4.2 Notice of annual meeting
Written notice stating the place, date and hour
of the meeting shall be delivered not less than ten nor more than thirty days
before the date of the meeting, either personally or by mail, to each member.
(Amended 11/13/99)
4.3 Special meetings of members
Special meetings of the members may be called
by the President or by the Board of Directors. Special meetings of the members
may also be called by members having at least a quarter of the votes entitled
to be cast at such meeting. The purpose or purposes for which the meeting us
called shall be contained in the notice of the special meeting.
4.4 Quorum
The presence, in person or by proxy, of the holders
of at least twenty percent of the total membership of the Association entitled
to vote at such meeting, shall constitute a quorum at a meeting of the members
for the transaction of business.
4.5 Proxies
A member having the right to vote shall be entitled
to vote in person or by proxy. The instrument used to assign such proxy shall
be the official document as established and provided by the corporation. All
proxies must be received at the principal corporations mailing address no later
than the close of business of the last business day prior to the scheduled annual
meeting. No proxy shall be valid after sixty (60) days from the date of its
execution. (Amended 11/13/99)
4.6 Budget
At each annual meeting, the Board of Directors
shall present to the membership a budget setting the disbursements for the ensuing
fiscal year, such budget presented or as may be modified shall be approved by
a majority of the membership present and voting. (Added 6/27/87)
SECTION FIVE: Board of Directors
5.1 Management
The affairs of the Association shall be managed
by the Board of Directors.
5.2 Qualifications
Members of the Board of Directors shall be members
of the Association in good standing as described in Section 3.1, and permanent
and full-time residents of Blue Ridge Acres. (Amended 6/29/85; Amended 11/13/99)
5.3 Number of Directors
The number of Directors shall be five. Each Director
shall hold office for the term for which he is elected and until his successor
shall have been elected and qualified.
5.4 Term of office
The term of office of two Directors shall expire
one year after being elected; the terms of office of two Directors shall expire
two years after bing elected; the term of office of one Director shall expire
three years after being elected. At each annual election held after such classification
and election, Directors shall be chosen for a full three-year term to succeed
those whose terms expire.
5.5 Removal of Directors
A Director may be removed from office by a vote
of a majority of the members entitled to vote at a meeting of members called
expressly for that purpose.
If a Director is absent from three consecutive
meetings, or becomes delinquent with respect to road maintenance fees and is
no longer a member in good standing as described in Section 3.1, the position
shall be declared vacant and a majority of remaining Directors, though less
than a quorum, shall choose a successor or successors, who shall hold office
for the unexpired term in respect to which such vacancy occurred. (Amended 6/29/85;
Amended 11/13/99)
5.6 Vacancies
Any vacancy occurring on the Board of Directors
may be filled by the affirmative vote of a majority of the remaining Directors,
though less than a quorum. A Director elected or appointed by the Board to fill
a vacancy shall be elected or appointed for the unexpired term of his predecessor
in office.
5.7 Quorum of Directors
A majority of the number of Directors fixed by
5.3 of these Bylaws shall constitute a quorum for the transaction of business.
5.8 Board of Directors meetings
Regular meetings of the Board of Directors shall
be held Quarterly or more frequently if a majority of the Board determines more
frequent meetings are needed. The first meeting of the new Board each year shall
be held within 30 days of the annual meeting. Notice shall be required to be
given to every Director when a special meeting is called. Meetings of the Board
of Directors may be held in a place determined by the Board. (Amended 11/13/99)
SECTION SIX: Committees
6.1 Authority to appoint committees
The Board of Directors, by resolution adopted
by a majority of the Directors in office, may designate and appoint one or more
committees each of which shall consist of one or more Directors plus voluntary
participation by the number of qualified Association members deemed desirable,
which committees, to the extent provided in such resolution, shall have and
exercise all the authority of the Board of Directors, except that no such committee
shall have the authority of the Board of Directors in reference to
(i) amending, altering or repealing the Bylaws;
(ii) electing, appointing or removing any member of any such committees or any
Directors or officer of the Association;
(iii) amending the Articles of Incorporation, restating the Articles of Incorporation,
adopting a place of merger or adopting a place of consolidation with another
corporation;
(iv) authorizing the sale, lease, exchange or mortgage of all of substantially
all of the property and assets of the Association;
(v) authorizing the voluntary dissolution of the Association or revoking proceedings
therefor;
(vi) adopting a plan for the distribution of the assets of the Association;
or
(vii) amending, altering or repealing any resolution of the Board of Directors
which by its terms provide that it shall not be amended, altered or repealed
by such committee. The designation and appointment of any such committee and
the delegation thereto of authority shall not operate to relieve the Board of
Directors, or any individual Director of any responsibility imposed upon it
or him by law.
SECTION SEVEN: Officers
7.1 General
The Board of Directors shall elect a President,
a Vice President, a secretary, a treasurer, and an assistant treasurer for road
maintenance account. The President and Vice President shall be regular elected
members of the Board of Directors. The secretary, treasurer, and assistant treasurer
for road maintenance account, need not be elected Board members but because
of the office be ex-officio members of the Board, and shall have such voting
rights and all other rights and duties incident to the position of Board member
on the Board of Directors as any other Board member.
7.2 Term of office
All officers shall be elected annually by the
Board of Directors and shall hold office until their successors are chosen.
7.3 Removal of officers
Any officer elected may be removed by the Board
of Directors whenever in their judgement the best interests of the Association
will be served thereby.
7.4 The President
The President shall be the chief executive officer
of the Association. He shall preside at all meetings of the members and Directors,
shall be ex-officio a member of all standing committees, shall have general
and active management of the business of the Association and shall see that
all orders and resolution of the Board are carried into effect. The President
shall be chosen from among the Directors of the Association.
He shall execute bond, mortgages and other contracts
requiring a seal, under the seal of the Association, except where required or
permitted by law to be otherwise signed and executed and except where the signing
and execution thereof shall be expressly delegated by the Board of Directors
to some other officer or agent of the Association.
7.5 The Vice President
The Vice President shall, in the absence or disability
of the President, perform the duties and exercise the powers of the President.
7.6 The secretary
The secretary shall attend all sessions of the
Board of Directors and all meetings of the members and record all votes and
the minutes of all proceedings in a book to be kept for that purpose.
The secretary shall give, or cause to be given,
notice of all meetings of the members and shall perform such other duties as
may be prescribed by the Board of Directors or President, under whose supervision
the secretary shall be.
7.7 The treasurer
The treasurer shall have custody of the Association
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Association and shall deposit all money
and other valuable effects in the name and to the credit of the Association
in such depositories as may be designated by the Board of Directors. If required
by the Board of Directors, he shall give the Association a bond in such sum
and with such surety or sureties as shall be satisfactory to the Board for the
faithful performance of the duties of his office and for the restoration to
the Association, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Association. He
shall be reimbursed by the Association for the cost of the bond. He shall disburse
the funds of the Association as may be ordered by the Board, taking property
vouchers for such disbursements, and shall render to the President and Directors,
at the regular meetings of the Board, or whenever they require it, an account
of all his transactions as treasurer and of the financial condition of the Association.
7.8 The assistant treasurer for road maintenance
account
The assistant treasurer for road maintenance account
shall have custody of the Association road maintenance funds and securities
and shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Association and shall deposit all money and other valuable
effects in the name and to the credit of the Association in such depositories
as may be designated by the Board of Directors. If required by the Board of
Directors, he shall give the Association a bond in such sum and with such surety
or sureties as shall be satisfactory to the Board for the faithful performance
of the duties of his office and for the restoration to the Association, in case
of his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession
or under his control belonging to the Association. He shall be reimbursed by
the Association for the cost of the bond. He shall disburse the funds of the
Association as may be ordered by the Board, taking proper vouchers for such
disbursement, and shall render to the President and Directors, at the regular
meetings of the Board, or whenever they require it, an account of all his transactions
as treasurer for road maintenance
account and of the financial condition of the Association. (Amended 6/29/85)
SECTION EIGHT: Books and records
Section 31-1-143 of the West Virginia Code for
nonprofit corporations reads as follows:
Each corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of its
members, board of directors and committees having any of the authority of the
board of directors; and shall keep at its principal office in this State a record
of the names and addresses of its members entitled to vote. All books and records
of a corporation may be inspected by any member, or his agent or attorney, for
any proper purpose at any reasonable time.
SECTION NINE: Rules and regulations
9.1 Responsibility for
The Board of Directors shall draft and promulgate
rules and regulations in conformance with the requirements outlined in the Articles
of Incorporation.
SECTION TEN: Miscellaneous
10.1 Directors annual statement
The Board of Directors shall present at each annual
meeting and when called for by a vote of members at any special meetings of
the members, a full and clear statement of the business and conditions of the
Association.
10.2 Checks
All checks or demands for money and notes of the
Association shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.
10.3 Fiscal year
The fiscal year shall be the calendar year.
10.4 Amendments
No alteration, amendment, or repeal of the Bylaws
or adoption of new Bylaws shall take place without majority approval by vote
of the members.
Posted on January 18, 2005
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