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Windybush Civic Association Inc.

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BYLAWS OF WINDYBUSH CIVIC ASSOCIATION INC.

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Article I - Name
The name of this organization is Windybush Civic Association Inc.


Article II – Definition

Section 1. The community represented by the Association is defined as the neighborhood of Windybush, Old Windybush, and the properties addressed 1413 Silverside Road to 1703 Silverside Road. Old Windybush is defined as properties addressed 1400 Windybush Road to 1415 Windybush Road, and Wollaston Road.

Section 2. A household is defined as individuals residing at a single address within the community.


Article III – Objectives

Section 1. The purpose of the Association is to advocate for the community’s interest within our community, and to our local, county, and state representatives.

Section 2. The Association shall provide basic needs for common areas in the community not provided by local, county, or state government.


Article IV - Dues
Section 1. Annual dues are set at $25. Dues shall be paid annually by September 30th for a household to be current.
Section 2. The annual dues shall be determined by a vote of the Board of Directors and shall be sufficient, in combination with other revenue, to cover the expected operating expenses and improvements for the year. Dues notices shall be sent to all residences no later than June 1st.

Section 3. Non-payment of dues by any officer or member of the Board of Directors, unpaid by the end of the calendar year, will result in automatic removal from the Board.


Article V - Officers
Section 1. The officers of the Association shall include, but are not limited to, a President, a Vice-President, a Secretary, and a Treasurer, who shall be elected by the community.
Section 2. The President shall be the administrative officer of the Association and of the Board of Directors. They shall preside over all meetings of the Association and of the Board of Directors.

Section 3. The Vice-president shall act in place of the President in the absence or disability of the President, assuming all of their powers and duties.
Section 4. The Secretary shall record all proceedings of the Association, attend to all the correspondence of the Association, maintain all records of the Association other than those maintained by the Treasurer or designated by the President.
Section 5. The Treasurer shall keep the accounts of the Association, collect its revenues, and pay its bills, and report the status of the finances of the Association at meetings as defined in Article VIII. They shall deposit the funds of the Association in a bank and they shall sign all instruments related to finances of the Board.


Article VI - Board of Directors

Section 1. The management of the affairs of the Association shall be vested in a Board of Directors consisting of four (4) officers defined in Article V and up to three (3) members at large. The Board of Directors shall have at least three (3) directors who are residents of the neighborhood of Windybush to ensure fair representation. The board acknowledges the importance of having at least one (1) resident of Old Windybush or Silverside Road represented on the Board of Directors..

Section 2. The Board of Directors shall have full power to handle the financial affairs of the Association, to appoint committees, and perform other necessary or desirable actions in managing the affairs of this association. The following specific limitation are placed on the Board of Directors:

A. A meeting quorum of the Board of Directors shall constitute a majority of the total number of Directors.
B. A minimum approval for a course of action requires three (3) Board members or a majority vote, whichever is greater unless otherwise specified in the by-laws.

Section 3. All members of the Board of Directors shall be elected by majority vote of the community present at the annual meeting in person or by proxy, and shall serve in that capacity for a term of three (3) years. If any Director ceases to be a resident of the community, their membership on the Board of Directors shall be automatically terminated.

Section 4. There shall be a meeting of the Board of Directors immediately following a meeting of members to meet the new officers.

Section 5. Any Director may be removed from office by a majority vote of those active members of the Association, including those voting by proxy, at any meeting of the Association provided for in these bylaws.

Section 6. Vacancies on the Board of Directors will be filled by a majority vote of the remaining Directors. The Director so elected shall serve until the next annual meeting of the Association, when the balance of the term shall be filled by a vote as provided in section 3.
Section 7. Board members shall be removed from the Board after missing four (4) consecutive official Board meetings and by a majority vote of the Board of Directors.


Article VII - Nominations and Elections
Section 1. A nominating committee shall be appointed by the President, which shall place in nomination at least one (1) adult resident of the community for each vacancy to be filled on the Board of Directors. Only one (1) person from a household may serve on the Board at any given time.

Section 2. Nominations of candidates for vacancies on the Board of Directors may be made from the floor at an association meeting.

Section 3. Every nominee must indicate their willingness to be nominated before they may be entered on the slate as a candidate.
Section 4. Voting shall be done by either a written secret ballot and counted by two Board members or a voice vote. The nominee receiving the highest number of votes shall be elected.

Section 5. Each household shall be entitled to one vote, either in person or by proxy.

Section 6. A household must be current on annual dues, as described in Article IV, to be nominated in the election process.


Article VIII - Association and Board Meetings
Section 1. There shall be a minimum of one (1) meeting annually of the Board and the community at a location determined by the Board. The Board may invite guests to be present at these meetings to discuss community issues.

Section 2. A special meeting may be called by the President, by any three Directors, or by written request of twenty (20) households of the community.

Section 3. Notice shall be given to the community at least seven (7) days prior to the date of any meeting between the Board of Directors and the community. Such notice shall specify date, hour and location of that meeting.
Section 4. The Board shall set a calendar of regular Board meetings to allow all members to communicate and address issues before the meetings.

Section 5. At any general meeting for which proper notice has been given, the Board of Directors shall have the power to declare that those present in person and by proxy constitute a quorum. A majority vote of those present at any such meeting in person or by proxy shall be required for the transaction of any business.  


Article IX - Interpretation of the By-Laws

Any question concerning the interpretation of these bylaws shall be resolved by the Board of Directors.


Article X - Amendments

Section 1. These bylaws may be amended by ratification of three (3) Board Members (of which two (2) are officers), or a majority vote, at any constituted meeting of the Board of Directors.

Section 2. Amended bylaws shall be ratified by a two-thirds vote of active members present in person or by proxy at any duly constituted meeting of the active members. Notice shall be given to all active members of any amendment by the bylaws within a reasonable time after such amendment has been
passed by either of the above procedures.


These bylaws shall supersede and replace all previous bylaws for Windybush Civic Association Inc. They shall be the governing rules and regulations of the Windybush Civic Association Inc.    

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