ARTICLE I. MEMBERSHIP AND MEETINGS
Section 1. Membership interests. The corporation shall have one class of members only, and the voting and other rights, interests and privileges of each member shall be equal. No member shall have any interest or property right in the assets of the corporation, and no member shall hold more than one membership in the corporation. Homeowners and residents of the area commonly known as Belmont Heights and Belcrest Gardens shall become members upon one single annual dues payment for the street address owned and/or occupied by them. No more than two adults at least 18 years of age per member street address may vote on any BHCIA issue, matter, or candidate for office.
Section 2. Assessments. Membership shall be non-assessable.
Section 3. Dues. Annual dues shall be reviewed each year by the Board of Directors and changes made as conditions warrant. Dues for each street address are payable on a calendar year basis.
Section 4. Meetings. An annual meeting will be held each year that is open to all members and guests. The date will be at the Board of Directors' discretion with preference given to the month of May. The date chosen, which might vary from year-to-year, should allow the greatest opportunity of member attendance. Written notice of such meetings shall be sent to all members seven days prior to the meeting date.
Section 5. Special Meetings. Special association meetings may be called by the President or Board of Directors, or by written request of five or more members. Such special meetings shall be held within seven days of the requested date. Notice shall be furnished by the Secretary to each member not less than three days prior to the Special Meetings. Notice of Special Meetings shall contain the general nature of the business to be transacted.
Section 6. Quorum. Thirty five members shall constitute a quorum for the transaction of business. Action shall be taken by a majority vote of the members present and voting at a meeting duly held at which a quorum is present, unless the law, the Articles of Incorporation of this corporation, or these Bylaws require a greater number. Voting by proxy shall not be permitted.
Section 7. Order of Business. The order of business at regular meetings shall be as follows: 1. Call to Order; 2. Pledge of Allegiance; 3. Introduction of guests and new members; 4. Reading of the minutes; 5. Treasurer's Report; 6. Communications and Bills; 7. Report from Board of Directors; 8. Reports from Committees; 9. Unfinished Business; 10. New Business; 11. Announcements; 12. Adjournment.
Section 8. Conduct of Meetings. Meetings shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation or with the law.
ARTICLE ll. DIRECTORS
Section 1. Powers. The directors shall exercise the powers of the corporation, control its property and conduct its affairs except as otherwise provided by the law.
Section 2. Number. The Board of Directors shall consist of the elected officers, the immediate past president and six members elected at large.
Section 3. Election and terms of office. Directors, other than those named in the Articles, shall be elected at the annual meeting of members and until their successors are elected and qualified.
Section 4. Nominations, election, and installation. Prior to the annual General Meeting of the members, the Board of Directors shall appoint a nominating committee of three members of the association. The report of the nominating committee shall be presented at the annual meeting. A motion that nominations shall be closed will not be entertained until reasonable time has been allowed for all nominations to be made. Each office and directorship shall be filled by separate balloting. A majority of the votes cast shall elect each officer or director-at-large. Election and installation of directors and officers shall be the first order of business during the annual General Meeting of the members.
Section 5. Vacancies. The Board of Directors shall fill all vacancies on the Board occurring between meetings of the members. A director or officer so elected shall serve until his successor is elected by the members and duly qualified.
Section 6. Meetings.
a) The Board of Directors shall meet bi-monthly at times to be established by the Board or, in the absence of such a date, by the President. Additional special meetings of the Board may be called by any of its members.
b) Notice of time and place of meetings shall be delivered to each director personally or by mail at least seven days prior to such a meeting. Notice of special meetings of the board shall be furnished to each member not less than three days prior to the meeting.
c) Board meetings shall be open to all members, residents and invited guests.
Section 7. Quorum. Six directors shall constitute a quorum for the transaction of business. In the absence of a quorum of directors, alternate directors may be utilized to constitute a quorum. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors unless the law, the Articles of Incorporation of this corporation, or these Bylaws require a greater number. Voting by proxy shall not be permitted. In the absence of a quorum, the Board shall transact no business, except as otherwise expressly provided in these Bylaws, in the Articles of incorporation, or by law, and the only motion the Chair shall entertain is a motion to adjourn.
Section 8. Rules of Procedure.
a) Meetings of directors shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent or in conflict with these Bylaws, with the Articles of Incorporation, or with the law.
b) Each Officer and Director shall be provided with a current copy of the Bylaws and the Policy and Procedures Manual upon their installation, and shall, as part of their installation, acknowledge acceptance of and agreement to conform to those Bylaws and Procedures.
Section 9. Action by Consent of Board Without Meeting. Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect of the unanimous vote of such directors. Any certificate or other document filed under any provision of the law which relates to action so taken shall state that the action was taken by the unanimous written consent of the Board of Directors without a meeting and that the Articles of Incorporation authorize the Directors to so act and such statement shall be prima facie evidence of authority.
Section 10. Waiver of Notice. The transactions of any meeting of the Board of Directors however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if either before or after the meeting each of the trustees not present sign a written waiver of notice or a consent to holding such meeting or an approval of the Minutes thereof. All such waivers, consents, or approval shall be filed with the corporate records or made a part of the Minutes of the Meeting.
Section 11. Budget and Expenditures.
a) The Officers shall prepare and present for Board approval, a proposed budget for the fiscal year, which shall be January 1 through December 31. The proposed budget shall be presented, in writing, to each member of the Board of Directors not less than three (3) days prior to the meeting at which the budget is scheduled for discussion and approval.
b) No funds shall be disbursed by the Corporation for unbudgeted items, or for more than ten (10) percent over a budgeted amount for any expense item, without prior Board approval.
c) All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of and payable to the corporation shall be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by resolution of the Board of Directors.
ARTICLE III. OFFICERS.
Section 1. Positions. This corporation shall have a President, Vice President, Secretary and treasurer.
Section 2. Election and Vacancies. Officers of the corporation shall be elected by the members at the annual General Meeting. Each officer shall sit on the Board of Directors. Vacancies in officer positions shall be filled by the Board.
Section 3. Duties of the President. The President shall be the chief executive officer of the corporation and shall, subject to the control of the board, supervise and control the affairs of the corporation. The President shall perform all duties incident to this office and such other duties as provided in these Bylaws or as may be prescribed from time to time by the Board of Directors. The President shall, on an annual basis, appoint a special committee of three members for necessary inspection and auditing of the affairs and records of the association.
Section 4. Duties of the Vice President. The Vice President shall perform all duties, and exercise all powers of the President when the President is absent or is unable to act. The Vice President shall perform other such duties as may be prescribed from time to time by the Board of Directors.
Section 5. Duties of the Secretary. The Secretary shall keep minutes of all meetings of the members and of the directors, shall be custodian of the corporate records, including the Membership and Directory Database, and the Policy and Procedures Manual, shall give all notices as are required by law or by these Bylaws, and generally shall perform all duties incident to the office of Secretary and such other duties as may be required by law by the Articles of Incorporation or by these Bylaws or which may be assigned from time to time by the Board of Directors.
Section 6. Duties of the Treasurer. The Treasurer shall have charge and custody of all funds of the corporation, shall deposit such funds as required by the Board of Directors, shall keep and maintain adequate and correct accounts of the corporation's properties and business transactions, shall render reports and accountings to the directors and to the members as required by the Board of Directors or members and shall in general perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned from time to time by the Board of Directors.
ARTICLE IV. AMENDMENTS.
These Bylaws may be amended by majority vote of those members present and voting at a General Meeting of members at which a quorum exists and at which the amendment is to be considered, provided that notice of the proposed amendment has been furnished to each member in writing, not less than seven days prior to the meeting at which the motion is scheduled for consideration.
ARTICLE V. MISCELLANEOUS.
Section 1. The corporation is an independent organization, not affiliated with any other agencies or any political parties. The motto of the corporation shall be: "A local homeowner group for integrity and responsibility in civic affairs.
Last amended May 16, 2018