LLANGOLLEN CIVIC ASSOCIATION BY-LAWS Adopted May 1998

ARTICLE I NAME
The name of this organization shall be the Llangollen Civic Association, Inc.

ARTICLE II PURPOSE
The purpose of the Llangollen Civic Association shall be to identify problems or areas of concern to the residents and businesses of the Llangollen community; to analyze the problems; to serve as an instrument through which the united voice of the Llangollen community may be expressed; to promote civic improvements; and to take whatever action necessary to attain our goals. The Association is nonprofit, nonsectarian and nonpartisan.

ARTICLE III MEMBERSHIP
SECTION 1. Membership: Each member shall be one household/homeowner in the Llangollen Estates subdivision, and payment of annual dues shall be current.
SECTION 2. Voting: One vote per member, as defined in Section 1.
SECTION 3. Removal of Members: Members refusing or failing to comply with the by-laws, or for other good or sufficient cause, may, after notice, be suspended or expelled by vote of the members.

ARTICLE IV DUES and ASSESSMENTS
SECTION 1. Annual Dues: The Annual Dues of the Corporation shall be paid by the beginning of the Corporation’s Fiscal year (January 1st) and, as of the year 2003, shall be in the amount of Fifteen Dollars ($15.00) payable by each member as described in Article III, Section 1 of these by-laws.
(Amended April 2002)
SECTION 2. Emergency Assessments: Emergency Assessments of the membership may be approved by a two-thirds vote of the Executive Committee.

ARTICLE V MEETINGS
SECTION 1. General Meetings: An annual meeting of the general membership shall be held each year in the month of March or April.
SECTION 2. Executive Committee Meetings: The Executive Committee, as of January I, 2002, shall meet as often as deemed necessary, provided it shall meet at least two times per year. These two regularly scheduled meetings of the Executive Committee shall be open to the membership. (Amended April 2002)
SECTION 3. Special Meetings: Special meetings may be called by the President, a majority of the Executive Committee, or any 20 members by petition to the President.
SECTION 4. Notice of Meetings: Public notice of general membership meetings shall be distributed at least one week in advance. Notice of general membership and the two Executive Committee meetings, as defined in Article V; Section 1 &2, shall be published in the Llangollen Civic Association Newsletter. (Amended April 2002)
SECTION 5. Quorums: At all meetings of members of the general membership, 20% in attendance of the total membership shall constitute a quorum of the membership.
SECTION 6. Quorums at Executive Committee Meetings: At all meetings of the Executive Committee, two-thirds in attendance of the total membership of the committee shall constitute a quorum.
SECTION 7. Proxies: At all meetings, any member shall be entitled to vote by proxy. Such proxy shall be in writing but need not be sealed, witnessed or acknowledged, and shall be filed with the Secretary at or before the meeting.

ARTICLE VI OFFICERS
SECTION 1. Officers: The Executive Officers of the Corporation shall be the President, Vice President, Secretary and the Treasurer, all of whom shall be elected by the members. However, no more than one family member, or relative (by birth, marriage or adoption), shall hold more than one officer position.
SECTION 2. President: The President shall preside at all meetings and shall have such other powers and duties as the members, from time to time, may prescribe.
SECTION 3. Vice President: In the absence of the President, the Vice President shall have the authority and shall perform the duties of the office of President. In the absence of the Vice President, the Secretary shall perform the duties of the office of President.
SECTION 4. Treasurer: The Treasurer shall have custody of the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and
disbursements in the records belonging to the Corporation. All monies and
other valuable effects shall be deposited in the name and to the credit of the
Corporation in such depositories as may be designated by the members. The
Treasurer shall perform other duties as the members, from time to time, may
prescribe or require.
The Treasurer shall disburse the funds of the Corporation, for the benefit of
the membership, as directed by the Executive Officers of the Corporation, not
in excess of$300.00 on any given voucher, with the exception of snow
plowing, sanding, or salting, which may exceed the $300.00 voucher limit.
The Treasurer shall render, to the membership, at meetings or whenever they
may require it, an account of all of the transactions made as Treasurer and of
the financial condition of the Corporation.
Effective with calendar year 2006 forward: Annually, the books of the treasurer shall be reviewed by an independent “review committee” consisting of three (3) individuals
(committee chair and two (2) members at large). The review committee shall be elected in whole or in part by the majority of the “membership” attending any meeting in which the designation of the “review committee” will be discussed, and/or as appointed by the President of the Executive Committee. Members of the “review committee” shall be members of the Association but may not be members of the Executive Committee or an Area Representative or related to any individuals currently serving in these positions. The Chairperson of the
“review committee”, in conjunction with the treasure, shall obtain all records for the “review committee” that would allow them to make reasonable accounting of all receivables, payables, accounts ofrecords etc. along with all supporting documentation (i.e.: canceled checks, receipts, statements etc.). Upon the review of the books of the Association, the Chair of the “review committee” shall: 1) immediately return the association’s books to the treasurer. 2) by means of writing or in person address the Executive Committee and the membership, at the next scheduled meeting, regarding the “review committee’s” opinions and findings.
(Amended February 2007)

SECTION 5. Secretary: The Secretary shall keep the minutes of all meetings of the members. The Secretary shall attend to the giving and serving of all notices of the Corporation. The Secretary shall keep the seal of the Corporation and when authorized by the Executive Officers shall sign and affix the seal to any instrument requiring the same.

ARTICLE VII EXECUTIVE COMMITTEE
SECTION 1. Executive Committee: The Executive Committee shall consist of the Executive Officers, as defined in Article VI of these by-laws, and of the five Area Representatives. The Executive Committee is responsible for carrying out the usual and customary business of the Corporation, including, but not limited to, directions from the membership.
SECTION 2. Area Representatives: Area Representatives will be elected from each of the five areas as approved at the May 1998 general membership meeting.

ARTICLE VIII CORPORATE SEAL
The seal of the Corporation shall be circular in form and shall bear the name of the Corporation and the year of its incorporation.

ARTICLE IX EXECUTION OF INSTRUMENTS
All checks, drafts or other orders for, the payment of money, and any and all other instruments, contracts or agreements shall be signed in the name of or behalf of the Corporation by the President and Treasurer. If one of these officers is unavailable, the Vice President or Secretary may sign.

ARTICLE X AMENDMENTS
These by-laws may be repealed, altered or amended, in whole or in part, by the
members at any meeting at which 51 % of the membership (including proxy votes) is present. Thirty day advance written notice of the proposed repeal, alteration or amendment of the by-­laws is required.

ARTICLE XI INDEMNIFICATION OF OFFICERS
The Corporation shall indemnify each present or former officer of the Corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was such an officer or by reason of any action or omission or alleged action or omission (including those antedating the adoption of this by-law) against all expenses (including attorney’s fees),judgments, fines and amounts paid in settlement actually or reasonably incurred by him in connection with any such action, suit or proceeding, to the full extent provided under the General Corporation Law of the State of Delaware.
Expenses incurred by such officer in any action, suit or proceeding shall be advanced by the Corporation prior to final disposition of the action, suit or proceeding upon receipt of an undertaking acceptable to the Corporation by or on behalf of the officer to repay such amount if it is ultimately determined that he is not entitled to be indemnified by the Corporation.
The right of indemnification and reimbursement of expenses herein provided for shall not be exclusive of the rights to which any officer may now or hereafter be entitled, shall continue as to a person who has ceased to be such officer, and shall insure the benefit of the heir, executors, and administrators of an officer.

ARTICLE XIl ELECTIONS
SECTION 1. Election of Officers: Officers of this Corporation, as defined in Article VI, shall be elected in even-numbered years by the general voting membership.
SECTION 2. Election of Area Representatives: Area Representatives, as defined in Article VII, Section 2, shall be elected in odd-numbered years by the general voting membership.
SECTION 3. Terms of Office: Officers and Area Representatives shall be elected for a period of two years, with the exception of the Area Representatives elected in 1998, whose term of office will expire in 1999.
SECTION 4. Election: A quorum, as defined in Article V, Section 5 of these by-laws must be present in order to elect officers and area representatives.
SECTION 5. Appointment of Vacancies: A vacancy on the Executive Committee may be filled by a vote of the majority of the Executive Committee. The person appointed will serve until the next annual meeting at which time an officer or area representative will be elected to fill the un-expired term.


ARTICLE XIII ORDER OF BUSINESS
SECTION 1. Order of Business: At the appointed time of meeting, and at the discretion of the President, the business shall be conducted in the following order:

  • Pledge of allegiance to the Flag
  • Approval of the minutes of previous meeting
  • Treasurer’s report
  • Payment of bills
  • Communications
  • Reports of standing committees
  • Reports of other or special committees
  • Unfinished business
  • New business
  • Election of Officers and/or Area Representatives (when applicable)
  • Adjournment

ARTICLE XIV RULES OF ORDER
SECTION 1. Rules of Order: Robert’s Rules of Order, Revised, shall govern the meetings of the Llangollen Civic Association in all cases not covered by these by-laws.