Franklin Square Civic Association, Inc. Bylaws

Article I. Name and Purpose

Section 1.01: NAME. The NAME of this organization shall be the Franklin Square Civic Association Inc., hereafter referred to as the Association. It shall be a nonprofit organization. The Association is organized exclusively for charitable purposes under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future tax code.

Article II. Mission Statement

Section 2.01 The purpose of our Franklin Square Civic Association Inc. is to help maintain and enhance the quality of life in the Franklin Square community.

Article III. Membership

Section 3.01: ELIGIBILITY FOR MEMBERSHIP. Any current resident of, or owner of property in Franklin Square, or pays rent on a property located in Franklin Square, or payer of Franklin Square property or school taxes, is eligible for Membership in the Association upon payment of the annual dues, and completion of an Application for Membership form.

Section 3.02: ANNUAL DUES. The amount required for annual dues shall be $25 for each year unless changed by a majority vote of the members in attendance at an annual meeting of the full membership. Payment of the annual dues will entitle the Resident or Property Owner to full membership privileges for one year from the date the application was received thru to the end of the same month the following year. A membership discount of $100.00 for five years may be offered at the discretion of the Board, but must be voted on at a Board meeting no later than February and remain in effect for the upcoming membership year. Discount memberships, if offered, are valid from the date the application was received thru to the end of the same month five years hence. Renewal of any membership is expected at the time of renewal. Late renewals will have an end date based on their original application acceptance. A member may pay their dues by cash, check, money order or electronic payment. There shall be no trade-off of merchandise or services in lieu of payment of dues.

Section 3.03: VOTING RIGHTS. The full payment of the annual dues will entitle one person over the age eighteen in the Member’s household to only one vote in all Association elections and in any surveys conducted by the Association.

Section 3.04: TERMINATION OF MEMBERSHIP. Membership in the Association is terminated whenever the Member is in default of payment of the annual Association Dues. A member may also be removed by two-thirds (2/3) of the members of the Board present at a board meeting, upon good cause shown.

Section 3.05: RESIGNATION. Any Member may resign by filing a written resignation with the Secretary of the Association.

ARTICLE IV. Officers

Section 4.01: OFFICERS. The Association shall have the following officers: 1) President

2) First Vice-President
3) Second Vice-President
4) Treasurer
5) Secretary
6) Membership Secretary
7) At Large Board Members (a minimum of four and a maximum of ten)

Section 4.02: ELECTION OF OFFICERS. The Officers shall be elected by majority vote at the annual meeting of the full membership. (Refer to Article VI)

Section 4.03: TERM OF OFFICE. The Officers shall serve a one-year term, with no limitations on future terms.

Section 4.04: DUTIES. The duties of the Officers are as follows:

1) The PRESIDENT shall be the principal executive officer of the Association and shall preside over all meetings, represent the Association on public occasions, and make such committee appointments from the membership as shall be deemed advisable for the effective conduct of the work of the Association.

2) The FIRST VICE-PRESIDENT shall assist the President as the President requests, and represent the Association on appropriate occasions. The Vice-President shall also, in the absence or disability of the President, perform the duties and exercise the powers of the President of the Association.

3) The SECOND VICE-PRESIDENT shall assist the President or the First Vice President as the President or the First Vice President requests, and represent the Association on appropriate occasions. The Second Vice-President shall also, in the absence or disability of the First Vice President, perform the duties and exercise the powers of the First Vice President of the Association.

4) The TREASURER shall collect, safeguard, disburse and make periodic reports of all funds collected and expenses made in the name of the Association.

5) The SECRETARY shall keep attendance records and record the proceedings of all meetings, maintain adequate records of the Association activities, and conduct such official correspondence as shall be required. The secretary shall also keep the membership informed of upcoming events including all general membership meetings via email. Postal mail shall only be used for those members who do not provide the Association with an email address and may be limited to advance notice of General Meetings. (Refer to Section 5.03)

6) The MEMBERSHIP SECRETARY will maintain a membership list, send out welcome notices to new members and renewal notices to renewing members and collect and deposit membership dues.

7) The duties of the officers shall not be limited as enumerated above, but they may discharge in addition such duties as are assigned by the Association Membership and or Board.

8) Unless so authorized, no officer shall have any power or authority to bind the Association by any contract or engagement, to pledge its credit, or to render if liable pecuniary for any purpose or in any amount.

9) All Officers and At Large Board Members shall chair or co-chair or actively support at least one of the committees designated by the Association.

10) The Second Vice President office may be vacant if the Nomination Committee cannot fill that position with a Board Member. This vacancy must be approved by a majority vote of the Officers and Board.

Section 4.05: VACANCIES AND REMOVAL FROM OFFICE. Any Officer may be removed by two-thirds (2/3) of the members of the Board upon good cause shown (excluding the Officer to be removed). Upon the death, removal, resignation, or incapacity of an Officer of the Association, a majority of the Officers and Board will appoint a successor from the Board for the remainder of the term of office. Any member in good standing may replace the board member, who will be assuming that officer position, by a majority vote of the Officers and Board.

Section 4.06: CONSECUTIVE ABSENCES. Absence of an Officer or Board Member from three (3) consecutive regular Board Meetings without an excuse deemed valid and so recorded by the Board may be reason for the Board to terminate the directorship of said Officer or Board Member.

Section 4.07: MANAGEMENT. The Association shall be managed by the Officers so elected, with powers consistent with the Bylaws of the Association.

ARTICLE V. Meetings

Section 5.01: Board meetings of the Association shall be held monthly, at a date, place and time designated by those present at the previous board meeting or set up in advance. Board meetings in July and August are at the Board’s discretion. Six members present at any board meeting shall constitute a quorum at such meeting. All issues shall be decided by a majority vote of members present at the meetings.

Section 5.02: ANNUAL GENERAL MEETING. An annual meeting of the Members shall be held in the month of March of each year, if possible. At such meeting, the Members shall elect the Officers and Board of the Association, receive reports on the affairs of the Association, and transact any other business, which is within the power of the Members. If an annual meeting has not been called and held within six months after the time designated for it, any Member may call the annual meeting.

Section 5.03: NOTICE OF MEETINGS. An e-mail notice of each General Meeting plus a posting on the civic association website, stating the place, day, and hour of the meeting, shall be given by the Secretary of the Association, or by the person authorized to call the meeting, to each Member of record entitled to vote at the meeting. This notice shall be given at least seven (7) days before the date named for the meeting, with the exception of Regular Monthly Meetings for which, once a firm date, time and place have been publicized to all the members, no further notice shall be required.

Section 5.04: Executive Committee meetings can be called at any time at the discretion of the President.

Section 5.05: Association Committee meetings can be called at any time at the discretion of the Chairperson or Co-Chairpersons of that committee. Association Committee Meetings may be held in person, by phone and or by email or other digital method as long as all committee members are notified.

ARTICLE VI. NOMINATIONS

Section 6.01: The President of the Association shall each year appoint two (2) members from the current Officers and Board to serve on a nomination committee consisting of five (5) members, three (3) of which shall be from the current membership and elected by the majority of the vote of the current Officers and Board in December of each year. The three members from the current membership serving on the nominations committee cannot be nominees for positions for the upcoming board. All nominations must be paid members of good standing as of December 31st of the current year and be actively involved in committees and / or events. The committee shall reach out to the general membership for volunteers to serve on the board and submit to the body at the February Board meeting, a list of candidates for nomination, hereafter referred to as the Slate, which will be voted on at the annual March meeting. Officers can only be selected from the members of the existing Officers or Board. Board members can be selected from the existing Officers, Board or general members. This will ensure some stability and experience in the movement of members up to a Board position and from a Board position to Officer position, after serving in

such capacity.

Section 6.02: The Slate shall be decreed by a vote at the March Annual meeting. The slate is the recommendation of the nominations committee and was approved by the board to serve the Association for the next year. If there is only one nominee per position being filled, and therefore no position being challenged, the Secretary may cast one vote for the Slate and the election of the incoming Officers and Board will be final. All nominees on the Slate must agree to uphold the Bylaws of the Association.

Section 6.03: Any member of the association shall be privileged to make other nominations not made by the nominating committee on the Slate at the February General meeting. The nominee must be present at the meeting. There will not be any nominations taken from the floor at the March Annual meeting when the vote will be taken. This is to ensure enough time and consideration is given to the Slate and any new nominees put forth at the February General meeting.

Section 6.04: Should there be more than one person vying for an Officer position, or more persons vying for the amount of Board Members at Large positions, then and only then a vote by paper closed ballot shall be required. The only positions available are those that were determined by the Nominations Committee to be deemed previously vacant. This is to ensure we do not have an entire board replaced and to ensure some stability and experience on the newly elected board. If a vote by paper closed ballot is required, the President shall choose three (3) volunteer tellers from the members present at the annual March meeting to count the votes. The tellers may not be current Officers or Board members or nominees for the proposed slate of nominees for the new Officer and Board positions.

ARTICLE VIII. COMMITTEES

Section 7.01: AUTHORIZATION TO ESTABLISH COMMITTEES. The Association may establish committees as deemed necessary to pursue its stated objectives. Chairpersons / Co-Chairpersons must be members of the Officers and Board. Members of Committees shall be volunteers from the general membership, but not exclude any other existing Officers or Board member. Each committee shall provide a written report prior to each monthly board meeting. Members reporting on any committee must take direction from the Chairperson or Co-Chairperson and report back to them. No committee shall take or make public any formal action, or make public any resolution, or any way commit the Association on any question of policy without first having received the approval of the Board of Directors.

Section 7:02: All Association sponsored or co-sponsored events shall ensure any appropriate insurance and / or permits are obtained prior to the event.

Section 7:03: The Board will determine which committees require a budget and will set forth that budget and adjust if necessary that budget at regularly scheduled Board meetings. Budgets that exceed One Thousand Dollars ($1,000) must adhere to Section 8:01:b. Once a budget is set and approved, there is no longer a need for board approvals set fourth in Section 8:01:a as long as the budget will not be exceeded.

Section 7:04: The committee chairs or co-chairs should keep the board apprised of their expenditures through committee reports and / or expenditure reports.

ARTICLE VIII. FINANCES

Section 8.01: EXPENDITURES

8:01:a Expenditures of funds amounting to over One Hundred Dollars ($100) in any month must be approved by majority vote of the Officers and Board present at any Board Meeting.

8:01:b: Expenditures of funds amounting to over One Thousand Dollars ($1,000) in any month must be approved by majority vote of the Membership present at any properly announced meeting of the Membership.

8:01:c: The President and Treasurer shall sign checks. In the absence of either or both, then any two officers, whose signatures are on the Association’s checking account, may sign.

8:01:d: Limitations: The Association shall not purchase any tickets, chances, or make any contributions to further the cause of any organization, charity, business, corporation, church or individual. Notwithstanding the above, the Association may use funds and or donate time to promote or enhance for the benefit of the community and also advertise in any of the above organizations in order to increase awareness of Association activities and to increase membership.

Section 8.02: FINANCIAL REPORTS. Monthly and Annual Treasury Reports shall be prepared by the Treasurer and be available to the Members at any monthly meeting and presented formally at the annual meeting.

Section 8:03: INSURANCE: The Association shall secure and maintain reasonable insurance coverage for property, liability and D&O coverage to protect the Officers and Board. This shall be reviewed / renewed at the February Board meeting or upon policy renewal(s) to ensure appropriate coverage for the next fiscal year.

ARTICLE IX. AMENDMENTS

Section 9.01: PROCEDURE. These Bylaws may be amended by a two-thirds majority vote of those present at any Board meeting, provided seven days written or email notice of the proposed amendment and of the meeting is given. Changes to these Bylaws for grammatical and / or formatting will not require a vote, but must be provided to the Board with those changes explained.

ARTICLE X. ACCEPTANCE OF BYLAWS

Section 10.01: VOTING. Acceptance of these Bylaws shall be by a majority vote of those present at any General meeting of the Members of the Association, provided written and or digital copies of the Bylaws and written or email notice of the meeting is given to all Members at least seven days prior to the meeting. Changes to these Bylaws for grammatical and / or formatting will not require a vote, but must be provided to the General Membership with those changes explained.

ARTICLE XI. NON-COMPLIANCE WITH BYLAWS

Section 11.01: NON-COMPLIANCE PENALTIES. Noncompliance with the Bylaws of the Association may result in termination of membership for the offender, upon a two-thirds of the members of the Board. Under no circumstance will noncompliance with any section of these Bylaws constitute the forfeiture of the rights of the Association to exist or the rights of the Association to enforce the Bylaws of the Association.

ARTICLE XII. DISSOLUTION CLAUSE

Section 12.01: The Association may be dissolved only with authorization by its Board of Directors given at a special meeting called for that purpose and with subsequent approval by a two-thirds (2/3) vote of the Voting Members. Upon dissolution or other termination of the Association, all remaining assets of the Association, after payment in full of all its debts, obligations, and necessary final expenses, or after the making of adequate provision therefore, shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

ARTICLE XIII. ROBERTS RULES OF ORDER

Section 13.01: In case any issue arises that is not covered by the above By-Laws of the Association; Roberts Rules of Order will be followed.