CHESTER
COMMUNITY ASSOCIATION BYLAWS |
July 19, 2001
BYLAWS
OF THE CHESTER COMMUNITY ASSOCIATION
OF CHESTER, VIRGINIA
Article 1
Name:
The name of this organization shall be the Chester Community
Association.
Article 2
Purpose:
The vision of the Chester Community Association is to implement
the Chester Village Plan, adopted by the Board of Supervisors
in 1989, and amended 2001 by actively representing the entire
Chester community and presenting the community goals and objectives
before appropriate organizations, groups and officials. The
purpose is to maintain the spirit of the Chester Village Plan
and expand the original vision to keep our community a unique
Village within Chesterfield County.
Article 3
Membership:
Section 1: Membership is open to any individual or group who
agrees to support the stated purpose of the organization, provided
they pay the annual dues, as set by the Board of Directors.
Section 2: The Board shall establish Dues annually for the
following year. If at any time, the general membership decides
to dissolve the organization, any remaining funds shall be used
for the improvement of Chester.
Section 3: Any member of the organization who wishes to resign
shall notify (in writing) the Secretary, who shall promptly
remove the member’s name from the roll. No member resigning
shall be entitled to refund of any dues.
Section 4: Any members more than sixty days in arrears on their
dues shall be removed from the membership rolls.
Article 4:
Board of Directors / Officers:
Section 1: A Board of Directors shall govern The Chester Community
Association. The Board shall have a total of nine members, elected
by the general membership of the organization. Board members
serve three-year terms, with the exception of the founding board,
which shall have three members with a one-year term; three members
with a two-year term, and three members with a three-year term.
In this manner, board members shall rotate elections, so that
each year, three members are being elected to three-year terms.
Section 2: At the Chester Community Association annual election
meeting, the three available slots for the Board shall be elected
by a majority of the membership present at the meeting.
Section 3: Nominations for open board of directors slots shall
be made at the general membership meeting prior to the annual
election meeting. Nominations for the Board of Directors can
also be made from the floor at the election meeting. All members
of the organizations are encouraged to serve as part of the
Board of Directors.
Section 4: Board meetings shall be held on a monthly basis,
at a time and location set by annually by the Board and advertised
at the organization’s annual meeting.
Section 5: Officers of the Chester Community Association shall
be elected annually by the Board of Directors, and have the
following Duties.
Duties of the officers shall be as follows:
President: The President shall be the chief executive officer
of the association. He/she shall preside at all meetings of
the board and of the general membership.
Vice President: The Vice President shall preside at meetings
in the absence of the president, shall succeed to the position
of the president if that position becomes vacant other than
by expiration of the term to which he/she was elected, and shall
serve as chairman of the Membership Committee.
Secretary: The Secretary shall keep the membership and other
records, minutes, and books of the association. At regular meetings
of the association or the board, the secretary shall report
the minutes of the last meeting.
Treasure: The Treasurer shall have custody of all monies, securities,
or other property of the association and shall keep regular
books of account with respect to all receipts and expenditures
of the association and or corporation. The Treasurer shall deposit
funds of the association and or corporation only to depositories
selected by the board. At regular meetings of the association
or the board, the treasure shall report on the income and expenses
since the last report, as well as the balance on hand.
Section 6: Should a Board member position become vacant, a
majority of the remaining Board members shall elect an individual
from the membership to fill the vacant position until the next
annual meeting/general election. At the next general election,
the position shall be filled in the same manner as other board
positions, except that the vacant position shall be elected
and filled for the remaining time of the previous occupant,
rather than the usual three-year period.
Section 7: The Board of Directors shall have general supervision
of the affairs of the association between the regular meetings
of the association. Fix the time and place of the meetings,
hear special appeals and make recommendations to the organization,
and perform such other duties as may from time-to-time be specified
by the association. Action by the Board of Directors shall require
a quorum of five members, and a majority of those present.
Section 8: Three or more unexcused absences, in a twelve-month
period. Shall be grounds for dismissal from the board.
Article 5:
Indemnification:
The Association shall indemnify any person 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 (other than action by or in
the right of the Association) by reason of the fact that such
person is or was a director, or while a director, is or was
serving at the request of the Association as a director, officer,
employee or agent of another association, corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorney’s fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, if such person
acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the Association
(or such other association, corporation, or organization) and,
with respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably
believed to be in, or not opposed to, the best interests of
the association, or, with respect to any criminal action or
proceeding, that such person had reasonable cause to believe
that his conduct was unlawful.
The Association shall indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending
or completed action or suit by or in the right of the Association
to procure a judgment in its favor by reason of the fact that
he or she is or was director of the Association, or, while a
director, is or was serving at the request of the Association
as a director, officer, employee or agent of another association,
corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorney’s fees) actually
and reasonably incurred by such person in connection with the
defense or settlement of such action or suit, if such person
acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, the best interests of the Association
(or such other association, corporation or organization), except
that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged
to be liable for gross negligence or misconduct in the performance
of his duty to the Association (or such other association, corporation
or organization), unless, and only to the extent that, the court
in which such action or suit was brought shall determine, upon
application, that, despite the adjudication of liability, in
view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which
such court shall deem proper.
Article 6:
Meetings:
Section 1: The Board of Directors shall make available their
schedule of monthly meetings and location for the coming year
at the annual membership meeting. Members shall be notified
of the annual meeting by mail at least two months in advance.
Section 2: Special meetings may be held, and when called by
the Board of Directors shall be advertised by an announcement
in the local paper or a mail out to all members.
Article 7:
Committees:
Section 1: The Board of Directors shall set committees as needed.
Article 8:
Limitation of Authority:
Section 1: The Board of Directors will designate an official
spokesperson for the Association. No statement by the spokesperson
shall be inconsistent with any position taken by the Association
or the Board of Directors, and no individual or group is authorized
to make public statements or take positions on behalf of the
Association other than a spokesman designated by the Board.
Article 9:
Finances:
Section 1: The Board of Directors is empowered to accept gifts
and donations to carry out the purpose and objectives of the
association.
Section 2: The fiscal year of the association shall be from
January 1 to December 31.
Section 3: An Auditing Committee appointed by the Board of
Directors shall audit the financial records of the Association
every year.
Article 10:
Parliamentary Authority:
The rules contained in the current edition of Robert’s
Rules of Order Newly Revised shall govern the Association in
all cases to which they are applicable and in which they are
not inconsistent with these bylaws and any special rules of
order the Association may adopt.
Article 11:
Amendment of Bylaws:
The bylaws may be amended at any regular meeting of the Association
by a two-thirds vote of those present and voting, provided that
the amendment(s) have been submitted in writing with two months
notice to the general membership.
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