COVNA - By Laws

BY-LAWS OF

THE CASTLEWOOD-OAK VALLEY NEIGHBORHOOD ASSOCIATION

Article I - Name and Purpose

The organization shall be known as the Castlewood-Oak Valley Neighborhood Association (COVNA), hereinafter referred to as the Association or COVNA. Its purpose is to seek to improve the quality of life in the neighborhood in matters such as land use, environmental protection, public services, and other matters of neighborhood concern. The Association shall not endorse any candidate for public office nor shall discussions extend to matters outside the purpose of the Association as set forth herein.

Article II - Membership and Dues

Section 1 - Membership

a. Membership in the Association will be open to all residents within the boundaries of Castlewood Forest and Oak Valley subdivisions. The boundaries follows:

East - Eastern limits of Castlewood Drive and Comburg Drive.

North - The south right-of-way of Davis Lane.

West: Western limits of Castlewood Forest (Queenswood Drive.)

South: Queenswood Drive and Monarch Drive (South and East of the south end of Castlewood Drive.)

b. Membership shall be issued on the basis of the household as a unit upon payment of the current dues.

c. Membership shall never in any way be limited by race, color, religion, or ethnic origin.

d. Membership shall run from January 1 thru December 31 of each calendar year (COVNA's fiscal year).

Section 2 - Dues

Dues in the amount of $20.00 per household, per year, shall be payable at or before March 1 of each calendar year. New members who join after July 1st will have their dues prorated, and will pay one-half (1/2) the yearly dues.

Section 3 - Honorary Membership

An Honorary membership may be awarded by unanimous written recommendation of the Executive Board and approved by a two-thirds vote of the membership at a regularly scheduled meeting where a quorum is present. Honorary membership will be limited to

a. Those few members who complete ten years of active, continuous, dues-paying membership, and who have distinguished themselves by selfless service to the Association.

b. Honorary memberships may also be awarded to persons who have performed outstanding services which tend to further the purposes of the Association. The election to honorary membership shall be by a majority vote. Such honorary members shall have no vote.

c. Honorary membership granted in accordance with a. (above), shall be limited to no more than five (5) members at any one time. A person holding such an Honorary Membership and who subsequently moves out of the Association boundaries as defined in Article II, Section I, will have effectively vacated the honorary membership.

Article III: Elected Officials

Section 1 - Executive Board:

The Officers of the Association shall be elected by the membership to serve on the Executive Board. The Executive Board shall consist of: President, Vice President, Secretary, Treasurer, Newsletter Editor, Delegate to Neighborhood Councils and the immediate Past President of the Association.

Section 2 - President:

The President will officiate at all meetings; has general supervisory powers over all matters concerning the Association; is an ex officio member of all committees; makes all appointments provided for in these by-laws, and shall perform all duties required by the by-laws or assigned by the membership at a duly called meeting.

Section 3 - Vice President:

The Vice President shall assist the President in conducting the Association business and will officiate at meetings in the absence of the President. The Vice President will be the COVNA Parliamentarian, as required. In the event of death, disability, resignation, or removal of the President, the Vice President shall assume the office pending action under Article IV, Section 3.

Section 4 - Secretary:

The Secretary will keep a permanent record of the minutes of the Executive Board meetings, and will maintain a record of all members in the form of an annually published roster. The roster will reflect the name, address, and telephone number of each member. It will also have a special listing of the Association Officers. The membership rosters will be published and distributed to all dues-paying members not later than April 1st of each year.

Section 5 - Treasurer:

The Treasurer shall take charge of all monies, property, securities, etc., of the Association. All dues and other receipts collected will be deposited in the Association's account in a bank designated by the Executive Board. All expenditures in excess of $50.00 must have approval of the membership at any meeting where a quorum is present. The Treasurer will provide periodic reports to the membership relative to the financial status of the Association. A complete, written financial statement will be provided to the membership at year's end. Sufficient copies will be made available for distribution to those who desire a copy.

Section 6 - Newsletter Editor

The Newsletter Editor shall be responsible for preparing and distributing Newsletters. The Newsletter shall contain event notices and other items of neighborhood interest to the Association membership. The content of the Newsletter shall be reviewed and approved by the Executive Board prior to publication.

Section 7 - Neighborhoods Council Delegate

The Neighborhoods Council Delegate shall attend all meetings of regional Neighborhoods Councils (NC) approve for membership by the COVNA Executive Board. The Delegate shall represent COVNA interests at the neighborhood council meetings. The Delegate must exercise prudence when espousing a position put forth by such councils and must ensure, through consultation with the Association Executive Board, if necessary, that he is fairly representing COVNA's position on an issue.

Section 8 - Immediate Past President

The immediate Past President shall be a voting member of the Executive Board and shall provide the continuity and experience necessary for the effective operation of the Association.

Section 9 - Compensation

No officer or member of the Association shall receive compensation for services performed for the Association. Reimbursement of authorized expenses must be supported by receipts or other suitable documentation.

Article IV - Election of Officers

Section 1 - Elections

a. Elections will be conducted during the Holiday Party of each year. The individuals elected will assume office on January 1st of the following year and will serve for a period of two (2) years. No person shall be elected to the office of President for more than one (1) term without a period of at least one year intervening before entering the office for a subsequent term. Eligibility to hold office will be limited to those individuals who have been dues-paying members as of July 1st of the year in which the election is held.

b. In order to ensure continuity of leadership in COVNA, the terms of office for elected Officers will be staggered as follows: President, Secretary, and Newsletter Editor will begin their terms of office in even-numbered years. The Vice President, Treasurer, and Delegate to NC will begin their terms of office in odd-numbered years.

Section 2 - Vacated Office

In the event an elective office is vacated for any reason prior to completion of the term, a special election will be held to fill the vacancy. This section may be waived by a two-thirds vote of the members present at a meeting where a quorum is present.

Section 3 - Impeachment

An elected official may be impeached by a vote of at least five members of the Executive Board, not including the charged official. The official will be removed from office if, after having been accorded an impartial hearing on the charges at an official meeting of the Association, two-thirds of the members present vote to remove the official. Failing a two-thirds vote, the official will continue in office. Notice of impeachment must be given to the membership by publication in the newsletter immediately prior to the hearing.

Article V - Meetings

Section 1 - Voting

Members of the Association present at a meeting shall be entitled to one (1) vote per household on each matter submitted to a vote of the membership.

Section 2 - Eligibility

In order to be eligible to vote for Association Officers, members must have held membership for at least 90 days prior to the date of the regular November election.

Section 3 - Quorum

a. A quorum shall consist of 15 members present at a meeting. A quorum must be present at any meeting where Association business is conducted.

b. Meetings where a quorum does not exist may be used for presentation of programs, speakers, and general discussions of Association business.

Section 4 - Special Meetings

a. A situation may arise in which business must be conducted and time is of the essence. The Executive Board may need to call a special meeting. The membership will be notified in advance via a Special Newsletter. Failure to obtain the necessary quorum at the ensuing meeting will be authorization for the Executive Board to act for the membership. Any such action must be reported in the next issue of the Association Newsletter, and at the next regular monthly meeting.

b. The above authority does not extend to the appointment of Officers in lieu of election.

Section 4 - Meeting Time and Place

a. Meetings, when necessary, will be held during COVNA events.

Section 5 - Order of Business

a. Conduct of COVNA business shall follow Robert's Rules of Order:

1. Registration of attendees

2. Reading of Communications

3. Reports of Officers & Committees

4. Unfinished Business

5. New Business

6. Program

7. Adjournment

b. As a courtesy to visiting guest speakers, Item 6 (above) may become the initial order of business. The remainder of the business will then be conducted upon completion of the guest speaker's presentation.

Article VI - Committees

Section 6 - Committees

a. Committees may be appointed by the President, subject to the approval of the Executive Board, as follows:

1. Program Committee

2. Revenue and Finance Committee

3. Newsletter Committee

4. Neighborhood Watch Committee

b. Other committees deemed necessary may be appointed by the President, subject to approval by a two-thirds vote of the members present at a regularly scheduled meeting of the Association.

Article VII - Amendments

Section 1 - Proposals

Proposals to amend these By-Laws must be submitted to the Secretary and signed by at least five (5) members (households) of the Association.

Section 2 - Processing

Proposals to amend, meeting the aforementioned criteria, shall be published and distributed to the membership in the regular Newsletter at least thirty (30) days prior to the date of the meeting.

Section 3 - Vote

Proposals to amend, meeting the aforementioned criteria, shall be read at the meeting at which the proposal is to be voted upon. A full and open discussion will be encouraged. If a quorum exists, the amendment(s) may be approved by a two-thirds vote of the members present. If passed, the amendment(s) will take effect on the first day of the following month.

Article VIII - Assets on Dissolution

Section 1 - Assets

The assets of the Association are dedicated to its non-profit purpose. No income of any kind, whether derived from investment, donation or any other source shall ever, directly or indirectly be distributed to any member of the Association.

Section 2 - Dissolution

If the Association shall ever, for any reason (bankruptcy, receivership, by common consent, or otherwise) be disbanded, the assets, after payment of all lawful debts of said Association, shall be distributed to any other non-profit organization as designated by a majority vote of the Association. The recipient organization shall be qualified for tax-exemption under section 501(c) of the Internal Revenue Code (or such section as it may become otherwise numbered) as a non-profit organization and is not a private foundation.

END