BYLAWS
OF
Article 1
Board of Directors
Members of the Board of Directors (the “Board”) shall be elected at the Annual Meeting. The board shall consist of not more than eleven (11) members, each of whom must be in good standing with the Wimbledon Estates Civic Association (the “Association”) at the time of the election.
Article 2
Officers
Members in good standing with the Association shall be elected at the Annual Meeting to fill the offices of President, Vice-President, Secretary and Treasurer (the “Officers”), in accordance with the Articles of Incorporation.
Article 3
Executive Committee
There shall be an Executive Committee of the Association composed of members of the Board and the Officers. The corporate powers of this corporation shall be exercised by the Executive Committee in accordance with the Articles of Incorporation of the Association.
.
Each member of the Board and
each of the Officers shall serve for a term commencing on the day of their
election and ending at the election of the succeeding Executive Committee.
Article 4
Elections
The Executive Committee shall appoint an election committee at least two months prior to the annual membership meeting. The election committee shall consist of no less than three members and no more than five members. The election committee shall solicit nominees for the various positions and present its slate of nominees to the Secretary at least 15 days prior to the annual meeting.
The election committee shall organize and conduct the election in accordance with the Articles of Incorporation and these Bylaws. For the purposes of voting, each person or group of persons that are property owners are allowed one (1) vote for each lot owned, provided that the owner or owners have paid an annual fee for each lot owned.
Article 5
President
The President shall preside at all meetings of the Association and all meetings of the Executive Committee; shall be an ex-officio member of all committees; and shall perform such other duties as may be prescribed by the Executive Committee, by the Articles of Incorporation and by these Bylaws. With the termination of his/her office, the President may serve in an ex-officio capacity to the newly elected President.
Article 6
Vice-President
The Vice-President shall perform the duties of the President in his absence, failure or inability to act, and shall perform such other duties as may be prescribed by the Executive Committee, by the Articles of Incorporation and by these Bylaws.
Article 7
Secretary
The Secretary shall keep the minutes of the meetings of this Association and of the meetings of the Executive Committee and shall perform such other duties as may be prescribed by the Executive Committee, by the Articles of Incorporation and by these Bylaws.
Article 8
Treasurer
The Treasurer shall receive and hold all dues and other monies of this Association, shall disburse such funds as directed by the Executive Committee, shall maintain membership records, shall maintain an accounting of funds received and disbursed, and shall perform such other duties as may be prescribed by the Executive Committee, by the Articles of Incorporation and these Bylaws.
Article 9
Meetings
The Executive Committee shall meet at least quarterly at such a place and time as they may determine. Members of the Association shall be admitted to all meetings upon request. The membership of the Association will be given at least ten (10) days notice of all meetings of the Executive Committee.
Article 10
Quorum
A majority of the Executive Committee shall constitute a quorum, and shall be required for approval of any matter.
Article 11
Amendments
These Bylaws shall not be amended unless the proposed amendment has been approved by the Executive Committee by a majority vote.
Article 12
Order of Business
The President shall determine the order of business at all Executive Committee meetings and at all membership meetings.
Article 13
Vacancies
Any vacancy on the Executive Committee shall be filled by a majority vote of the remaining members of the Executive Committee. A person appointed to the Executive Committee to fill a vacancy shall serve until the next election of Board members and Officers at the next annual membership meeting.
Article 14
Meeting Attendance Policy
An Executive Committee member who for any reason, except as otherwise provided herein, is absent from two consecutive or four non-consecutive regularly scheduled Executive Committee meetings during the year may be asked to resign his position on the Executive Committee. Any such member who chooses not to resign may be terminated, at the discretion of the remaining members of the Executive Committee.
When an Executive Committee meeting is cancelled due to the lack of a quorum, all members not present at the time the meeting is cancelled will be considered absent.
An Executive Committee member who misses a regularly scheduled meeting to attend another meeting pertaining to the interest of this Association shall not be considered absent for the purposes of this section.
Article 15
Proxy Voting – Executive Committee
Executive Committee members unable to attend an Executive Committee meeting may:
a. Appoint, in writing, a member of the Association to represent him at the meeting and exercise his right to vote on all matters before the Executive Committee; or
b. Provide his proxy, in writing, to another member of the Executive Committee who shall vote the proxy on all matters before the Executive Committee;
Representation or the submission of a proxy vote as described in this Article shall not constitute attendance at an Executive Committee meeting for the purposes of Article 14 of these Bylaws.
Article 16
Absentee Voting – General Membership
Members may submit absentee ballots for voting at the membership meetings. Members must utilize the absentee ballots distributed by the Executive Committee, and the Executive Committee shall establish the procedure for voting absentee. Absentee ballots shall be distributed at least ten (10) days prior to the membership meeting at which the election will be held.
Article 17
Neutrality on Political Issues
The Executive Committee, the Association, nor any representative thereof shall take any position on any issue or election which comes before the voters of this state and/or parish.
Article 18
Recall of Board Members and Officers
A Board Member or Officer may be terminated by:
a. A vote, at a scheduled Executive Committee meeting in which the recall of such Board Member or Officer is clearly listed on the agenda, of ¾ of the Executive Committee; or
b. A vote, at a scheduled membership meeting in which the recall of such Board Member or Officer is clearly listed on the agenda, of 2/3 of the members present.
THUS DONE AND ADOPTED this 24th day of June, 2009.
BY: /s/ Matthew
Pfister
PRESIDENT
ATTEST:
/s/ Colleen Jackson
SECRETARY
WITNESSES
/s/ Dajuana W. Moore
/s/ J. C. Tuminello
Revision
#1