Story Transcript
Eastman Community Association Council Bylaws Revised – September 8, 2018 Pursuant to Article 6.2(e) of the Declaration of Covenants and Restrictions dated August 31, 1991 ("Declaration"), the Council adopts the following bylaws for the conduct of its affairs. ARTICLE I Definitions The words and terms used herein shall have the meaning, if any, given them by Article II of the Declaration: ARTICLE II Council Purposes a. By the vote of two-thirds of the members of the Council present and voting, remove members of the Board. In the event of a vacancy on the Board, the Council may elect a Director to serve until the next regular election by the owners. b. Have the right, by the vote of two-thirds of the members of the Council present and voting, to propose to the Board amendments to the Declaration and any Supplementary Declaration; c. Have the right, by the vote of two-thirds of the members of the Council present and voting, to propose special assessments to the board; and d. Consider and make recommendations to the Board for the benefit of the Properties and the health, safety and social welfare of the Owners. ARTICLE III Council Meetings 1. Annual and Regular Meetings – Subject to the Chair’s discretion as set forth in the next paragraph, the Council shall hold an annual meeting between August 15 and September 15 of each year and three regular meetings between each annual meeting as follows: One between January 1 and January 31 but not before December 31 One between March 15 and April 15 One between June 15 and July 15 The Chair shall determine the precise date, time and place of meetings, which at the discretion of the Chair may be scheduled for a date up to 30 days prior or subsequent to the respective periods set forth above. All meetings shall be held in Grantham, New Hampshire. (Amended 1/13/2018) All new Council Representatives elected for the next year shall be seated after the Council’s annual meeting in September.
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As a prerequisite for the seating of elected Council representatives, each Special Place Association shall adopt and maintain a set of bylaws for the conduct of its affairs. These bylaws shall be reviewed by each Special Place Association at intervals not to exceed three years. At a minimum, the Special Place Associations shall endeavor to incorporate the provisions set forth in the common core bylaws adopted by the Council and identified as the ECA Special Place Common Core Bylaws (SPCCB). The SPCCB, as the same may be amended by the Council from time to time, is attached hereto as Appendix B. (Added 9/8/2018) 2. Special Meetings - Special meetings of the Council may be called by the chairman or by a majority of the Executive Committee. Special meetings must also be called if requested in a petition signed by at least one-third of the Council members and presented to the Council chairman; in such a case, the meeting must take place within 30 days of the presentation of the petition. The call and notice of any special meeting shall specify the purpose thereof, and no business may be transacted other than the matters specified in the notice. 3. Purposes - Officers of the Council shall be elected at the annual meeting. Vacancies in office may be filled at any meeting. At any meeting the Council may consider such matters as may come before it, except that special meetings may consider only the matters stated in the notice. 4. Notice of Meetings - Written notice stating the place, day and hour of any meeting of the Council shall be mailed to all members of the Council not less than 20 days nor more than 50 days before the date of such meeting. In case of a special meeting, the purpose for which the meeting is called shall be stated in the notice. a. When the Council is asked to approve a proposed capital expenditure pursuant to Article VIII 8.6(a) of the Declaration, written notice of the proposal shall be mailed to all members of the Council not less than ten (10) days before the date of the meeting at which the proposal is to be acted on. The notice shall include a description of the expenditure and a cost estimate. b. When Council is asked to consider a proposal to borrow money for any purpose pursuant to Article VII Section 7.7(f) of the Declaration, written notice of the proposal shall be mailed to all members of the Council not less than forty-five (45) days before the date of the meeting at which the proposal is to be acted upon. The notice must include the reasons for the borrowing and the substance of the borrowing agreement. 5. Voting – All votes at Council meetings that require only a majority for passage shall be taken by voice or by a show of hands. If that voting reveals a significant division among Council members, a written or electronic ballot may be used at the discretion of the Council Chair and must be used whenever requested by any member of Council. Any vote requiring a two-thirds (2/3) majority of Council members present and voting shall be by written or electronic ballot. For purposes of authentication, all ballots shall be signed by the Council member voting and the Special Place shall be identified. Votes of Council members on issues requiring signed ballots shall be disclosed and made available to Special Place Chairs and posted on the ECA Governance website. (Amended 01/28/2017) Votes of Council Representatives on issues requiring signed ballots be disclosed and made available to Special Place Chairs and posted on the Eastman Governance website.
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6. Committee Reports - If a special assessment or an amendment to the Declaration is proposed, the Chairman of the Council shall appoint a Committee to study the proposal and to report and make recommendations to the Council. The Council shall consider such report and recommendations before acting on the proposal. 7. Informing the Board - Within 10 days after any meeting of the Council, the Chairman shall transmit in writing to the Board the names and addresses of any Directors elected by the owners and the text of any resolutions adopted by the Council in regard to special assessments, proposed amendments to the Declaration, or recommendations to the Board. 8. Robert’s Rules - At all meetings of the Council, Robert’s Rules of Order Simplified and Applied shall be used as a guide. (Added 01/28/2017) 9. ECA Office Responsibilities - The ECA office with the oversight of the Council Secretary shall maintain the official files and membership list of the Council, which shall be used to determine those eligible to vote on matters before the Council, and shall give notice of all meetings of the Council and of the Executive Committee. (Added 01/28/2017) ARTICLE IV Officers 1. Officers – The officers of the Council shall be a Chairman, Vice-chairman and a Secretary, each of whom shall be an Owner and meet one of the following requirements: (Amended 1/03/2015) a. Shall be a member of Council at the time of the election; b. Shall be a Council alternate at the time of the election who has attended as a voting member at least two Council meetings in the previous year; c. Shall have been a Council representative within the past six years; or d. Shall have been a member of the ECA Board of Directors within the past six years; 2. Election and Terms of Office – The officers of the Council shall be elected by the Council at the annual meeting for a term of two years, except that in order to provide continuity, the Chairman and Secretary shall be elected in one year and the Vice-Chairman in the following year. Vacancies in office may be filled by the Executive Committee for the unexpired portion of the term, until and unless the Council shall fill such vacancy. Officers may not hold the same office consecutively for more that two full terms. 3. Chair - The Chair shall be the principal executive officer of the Council and shall in general supervise and control its affairs. The Chair shall preside at all meetings of the Council and of the Executive Committee. In consultation with the Executive Committee, the Chair shall prepare an agenda for each Council meeting. The final agenda for each meeting shall be approved by a majority of the Executive Committee and shall be sent to all Council members together with the notice of meeting. The Chair shall see that all actions duly adopted are carried into effect. (Amended 01/28/2017) 4. Vice Chair - In the absence of the Chair, the Vice-chair shall perform the duties of the Chair, and when so acting shall have all the powers and be subject to all the restrictions of the Chair. The General
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Manager or his/her designee shall act as Parliamentarian at all meetings of the Council. (Amended 01/28/2017) 5. Secretary – The Secretary shall attend all meetings of the Council and the Executive Committee and shall record the proceedings of all such meetings. The Secretary shall perform such other duties as may be prescribed by the Chair or the Executive Committee. (Amended 01/28/2017) ARTICLE V Election of Directors The Directors shall be elected by a vote of the Owners. The voting shall take place as outlined in Appendix A of these Bylaws and shall be supervised by the Election Committee appointed by the Council Chair. The election results shall be presented at the Annual Meeting to the Council. ARTICLE VI Committees 1. Executive Committee - An Executive Committee comprising the officers of the Council plus two members appointed by the Chairman from the Council to serve at the pleasure of the Chairman shall have the duties and authorities specified in these bylaws and serve as an advisory committee to the Chairman. A majority of the Executive Committee shall constitute a quorum. a. The Executive Committee is charged with conducting ongoing oversight of Special Place governance to ensure that Special Place bylaws and Council bylaws are observed. b. The Executive Committee shall function as a body of appeal to review Special Place processes that are not functioning, specifically with respect to Special Place Annual meetings and election of officers and Council Representatives. c. The Executive Committee shall periodically review each Special Place set of Bylaws to ensure that they consist, at a minimum, of provisions for; Membership and voting rights, Meeting of Members, Officers and their duties, Election of Officers and Representatives to the Council, provisions for Absentee Voting, and specification of Term Limits (if any) for Officers and Representatives. d. The Executive Committee shall consult with the Chair regarding the agenda for each Council meeting and shall approve each agenda by majority vote. (Added 01/28/2017) 2. Nominating Committee - Prior to May 1 of each year, the Council Chair shall appoint a Nominating Committee Chair who shall select a committee in consultation with the Council Chair which is composed of not fewer then five (5) persons, with the majority chosen from among current and/or former Council Members, and the remainder from among other members of the Eastman Community Association. The Nominating Committee Chair shall be a current Council Representative. There shall be only two methods of nomination for the following elective offices to be filled. Council Chair, Council Vice-Chair, Council Secretary, and/or Eastman Community Association Director(s). The first method is
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by the Nominating Committee presenting the nomination of one or more candidates for each office to be filled. The second method is by filing at the ECA Office a Declaration of Candidacy containing not less than twenty (20) signatures of current Eastman Property Owners. a. Nomination by the Nominating Committee In timely fashion the Committee shall announce and publish a call for candidates; the offices to be filled; and the date of the election Council Meeting. It is a duty and responsibility of the Committee actively to seek qualified candidates for each office to be filled and arrange Committee interviews for all candidates who so desire. Each candidate, before being interviewed, must submit a single page resume or biography that includes Eastman service history. Any candidate, whether or not an incumbent, and whether or not interviewed, may also file a Nominating Petition to assure his/her place on the election ballot. All candidates have a right to be interviewed, but all recruiting of candidates and interviews must be completed not less than forty-five (45) days prior to the date of the election Council Meeting. b. Nominating by Petition The option of any candidate seeking office is to file a Declaration of Candidacy containing not less than twenty (20) current Eastman Property Owner signatures, together with a single page resume or biography and a personal platform statement, at the ECA Office not less than sixty (60) days prior to the date of the election. (Amended 01/28/2017) c. General No new candidates will be considered under either method after the forty-five (45) day filling deadline unless there is an office open with no candidates for nomination. No later than forty-five (45) days prior to the date of the election, the Committee will forward to the Election Committee a list of all Nominees and the office sought by each. (Amended 01/28/2017) To provide a public hearing for all Nominees, the Nominating Committee shall set the date for and conduct a Candidate's Forum. 3. Election Committee – Prior to May 1 of each year, the Council Chair shall appoint an Election Committee composed of not fewer than five (5) members who shall serve until the following April 30. The Election Committee shall implement the procedures assigned to it in APPENDIX A for the election of Directors by the Owners. The Election Committee shall revise these procedures, as necessary, with the approval of the Council. (Amended 01/28/2017) 4. Finance and Budget Committee - The Chairman shall appoint a Finance and Budget Committee consisting of seven (7) Owners and the Treasurer of the Association (ex-officio and non-voting). The duties of this Committee shall be to prepare and present to the Board annual operating and capital
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expenditure budgets for the Association as provided for in Article 8.5 of the Declaration; to periodically review and monitor the financial operation of the Association; and to perform such other duties as may be assigned to it by the Council Chairman. 5. Other Committees - The Chairman may appoint other committees to serve for such periods and for such purposes, as the Chairman may deem advisable. In general, such committees shall serve in an advisory capacity to the Council and, more broadly, to the Association. Except as specified in the Declaration of Covenants & Restrictions, the Chairman shall determine on the basis of the following functional criteria that all such committees are appropriately affiliated with the Council: Council committees assume functions related to governance, facilities, amenities/recreation, life-style, and natural resources whereas Board committees primarily carry out financial, personnel, strategic planning, health and safety, and marketing functions. As needed, the Board President and the Council Chair may establish a joint Board/Council committee having a defined mandate of relevance to both governance bodies. (Amended 6/29/2013) 6. In a situation requiring immediate action of any Council Committee, the Chairman of the Committee may poll Committee members by mail, fax or telephone. ARTICLE VII Changes to Declaration of Covenant & Restrictions The Council Chair, upon receiving a request for a Covenant change from a member of the Council, shall refer the proposed change to a standing committee of the Council, an ad-hoc committee appointed by the Chair, or to the Covenants and Bylaws Committee. In deciding where to refer the proposed change, the Council Chair shall be guided by whether: the change is a new Covenant proposal or an amendment to an existing Covenant; the change relates to the charge of a standing committee of the Council; and whether the wording of the proposed change should first be reviewed and acted on by the Covenants and Bylaws Committee. When the referred committee has made its recommendations and/or prepared wording for the requested change, the proposal shall be returned to the Council Chair and included with the agenda of the next Council meeting. The Council, at this meeting may then: (1) Reject the proposed change (2) Amend the proposed change and return it to the committee (3) Accept the proposal and forward it to the Covenants and Bylaws Committee for review of language, review by the ECA Counsel, as appropriate, and consideration at the next Council meeting. After approval of the language by the Council, the change shall be submitted to all Owners as specified in Article XV of the Covenants and Restrictions.
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ARTICLE VIII Amendments to Bylaws These bylaws may be altered, amended or repealed at any meeting of the Council if notice of the proposed change has been mailed to each member of the Council at least 20 days before the meeting. (Note: requires a 2/3rds vote of Council members present and voting in accordance Article 6.2(f) of the DCR.) ARTICLE IX Declaration In case of any conflict between these bylaws and the Declaration, the Declaration shall control.
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APPENDIX A PROCEDURES FOR ELECTION OF BOARD MEMBERS 1. Preface: These procedures are adopted pursuant to Article VII, paragraph 2 of the Covenants and Article V of the Council bylaws. 2. Time of Elections: Elections shall be held in a timely manner before the Annual Meeting of the Council as determined by the Council Chair between August 15 and the date of the Annual Meeting, 3. Eligible Voters: One vote may be cast by an Owner for each assessable property listed by ECA as of July 15. 4. Candidates: At each annual election, three (3) Directors shall be elected for terms of three (3) years. No Director may serve more than two (2) consecutive three-(3) year terms. Under certain circumstances, such as the need to fill a vacancy, the number to be elected could be greater than three and the term of office less than three (3) years. 5. Nominating Process: As provided in the Council Bylaws, Article VI, paragraph 2, there shall be two methods of nomination by the Nominating Committee, and nomination by petition. 6. Election Moderators: Prior to June 1st of each year, except for the first year of implementation, the Council Chair shall appoint an Election Moderator and an Assistant Moderator, preferably the Council Vice Chair and Secretary respectively, who shall serve until ninety (90) days after the election results are announced. The responsibility of the Moderators is to see that the election is carried out in an efficient, orderly, and fair manner. Among their duties of the Moderators shall be overseeing the voting process, overseeing the counting of the votes, and resolving any problems. Neither the Moderator nor the Assistant Moderator may be candidates in the election that they oversee. 7. Pre-election Procedures: The following procedures shall be used to prepare for the election: a. No less than forty-five (45) days prior to the election date, the Nominating Committee shall prepare a list of candidates, together with the biographies and platform statements provided by each. (Amended 01/28/2018) b. A mailing shall be sent to all owners not less than thirty (30) days prior to the election date and shall include: 1) the direction for casting the Ballot(s); 2) a Ballot for each assessable property, and 3) the biographies and platform statements of each candidate. (Amended 01/28/2017) c. The Nominating Committee shall set the date for and conduct the Candidates’ Forum. 8. Voter List: The ECA office shall prepare an official Owner/Property List, attested by the Secretary of the Association, directly from its records as of July 15 each year prior to the election and shall deliver same to the Election Committee.
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9. Ballot Preparation: An Official Ballot shall be prepared by the Election Committee. The ballot shall state: “For Board of Directors, Eastman Community Association – Vote for one or more up to the number to be filled. Write-ins are not permitted” The number to be filled shall appear on the ballot. 10. Voting: a. The voter completes the Ballot and returns it to the Election Committee sealed in an envelope as per the instructions enclosed with the Ballot. When the Ballot is received, the Election Committee records its receipt on the Official Voter List. The unopened Ballot envelope shall be placed in safekeeping until the day when the Ballots are counted, at which time the envelope shall be opened and the Ballot cast. b. In order to be counted, the Ballot must be postmarked no later than the Saturday of the week before the Annual Council Meeting and received by the end of the business day the Thursday before the Council Meeting. 11. Counting the Ballots: The Election Committee Members, the Moderators and the Council Chair are responsible for the counting of the Ballots, and are the only ones owners permitted to participate in the counting of the Ballots.. a. The Ballot envelopes will be opened and the Ballots cast by the Moderator. b. After the votes have been counted, the Moderator shall prepare an Official Tally showing the number of votes for each candidate in descending order. c. The votes shall be counted on or before the day of the Annual Meeting, and the results shall not be released prior to said meeting. 12. Announcing the Results: The Official Tally shall be presented at the Annual Meeting to the Council Chair, who shall announce the results. The three candidates with the most votes shall be declared the winners, assuming that only three were to be elected. If the terms of the Directors are not the same, the recipients of the most votes shall be given the longest terms. In the event of a tie among candidates, the tie should be resolved at the Annual Council Meeting by a written Ballot vote of the Council Members present at that meeting. Any candidate may request a review by notifying the Council Chair within seven (7) days after the announcement of the election results. The Moderator and the Election Committee shall perform such a review and notify the candidate of their decision. The election Committee shall retain the Voter List used during the voting, the Ballot envelopes, and the ballots cast for a period of ninety (90) days after the election results are announced.
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Appendix B: SPECIAL PLACE COMMON CORE BYLAWS Note: the following are the bylaw provisions that each Special Place shall endeavor to incorporate when establishing the Bylaws for the association of its Members. Each Special Place shall file its bylaws with the Council Executive Committee, indicating any provisions that are significantly different from the Common Core Bylaws. ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ In accordance with Article 4.11 of the Declaration of Covenants and Restrictions, the following Bylaws are hereby adopted for the Special Place named below. Special Place: Adopted: (Date)
ARTICLE I ‐ DEFINITIONS
ECA: Eastman Community Association, a New Hampshire corporation with offices in Grantham, New Hampshire. Covenants: The ECA Declaration of Covenants and Restrictions, as amended, and applicable to all Eastman properties. Council: The ECA Council consisting of the elected Representatives of the several Special Places. Property: A Lot or Condominium Unit, as defined in Article II of the Covenants. Owner: The record owner, including Spouse, of any Property in the Special Place, as defined in Article II of the Covenants. Member: an Owner of Property located in the SP. Special Place (SP): The Special Place mentioned above. A Special Place, as defined in the Covenants, being the land shown as a Special Place on the subdivision map of Eastman. SP Association (SPA): An association of the Owners of Properties located in the SP. Spouse: The husband, wife or Domestic Partner of an Owner. Domestic Partner: A person of the same or different sex as the Owner, living in the same household and sharing a domestic but unmarried relationship with the Owner.
ARTICLE II ‐ SPECIAL PLACE PURPOSES The SPA is organized to promote the health, safety, and social welfare of its Members and to elect Representatives and Alternates to the Council. The SPA shall also determine the manner in which the SP reserved land (if any) located within its boundaries shall be used, enjoyed and improved and shall make and enforce rules and regulations with respect thereto, such reserved land to be devoted exclusively to non‐commercial uses and be managed in accordance with the provisions of the Covenants.
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ARTICLE III ‐ MEMBERSHIP AND VOTING 1. MEMBERSHIP: Each Owner shall automatically be a Member of the SPA.
2. VOTING RIGHTS: Each Owner shall have one vote for each Property owned in the SPA. Where such Property is owned by more than one person, there shall be only one vote for each Property as provided in Article 4.7 of the Covenants. Property owned by the ECA or a governmental unit has no voting rights. 3. VOTING a. ELECTIONS: Voting for SPA Officers, Representatives and Alternates shall take place at the Annual Meeting or at any Special Meeting called to fill a vacancy in any office. i.
The SPA shall provide electronic or mail‐in ballots with the notice of upcoming meetings, at least 20 days in advance of such meeting.
ii. Candidates may provide biographies and statements, which shall be attached with the list of candidates and included in the meeting notice as enclosures. iii. Any unfilled positions will be voted upon at the Annual Meeting. Nominations may be made from the floor, provided the nominee agrees either orally or in writing. b. NON‐ELECTION VOTING: The SPA shall provide electronic or mail‐in ballots with the notice of upcoming meetings, at least 20 days in advance of such meeting for SPA issues other than elections at SPA meetings, to Members indicating they will be unable to attend the meeting. Accessible electronic or mail‐in returnable ballots must be returned by any stated deadline. c. PROXY VOTING: Proxy voting is not permitted. d. QUORUM: A minimum of __% of SPA Members present in person at any meeting shall constitute a quorum. All actions taken shall be by majority vote of those Members voting. 4. OVERSIGHT OF THE SPECIAL PLACE: a. Council Executive Committee (CEC) oversight of the SPA shall be as described in Council Bylaws Article VI, Section 1, and Covenants Article 6.2(g), with guidance from applicable provisions of the ECA 2020 Strategic Plan or any successor plan. b. The CEC may take action if the SPA processes are not functioning properly, but only to provide guidance to promote or restore proper functioning of the SPA. “Functioning” is defined as operating in accordance with these Bylaws, as reasonably determined by the CEC. c. The SPA is otherwise responsible, without any CEC intervention, for properly managing itself when a problem arises. d. In the event of an internal dispute within the SPA that cannot be resolved by a Special Meeting or other means, a minimum of 10% of the Members of the SPA can appeal to the CEC for resolution. - 11 -
ARTICLE IV ‐ COMMITTEES
1. EXECUTIVE COMMITTEE: The SPA Officers shall constitute an Executive Committee. Representatives and Alternates may also serve as members of the Executive Committee. A majority of the Executive Committee shall constitute a quorum for any Executive Committee Meeting. Actions taken by the Executive Committee shall be by majority vote and shall be reported at the next meeting of Members and posted on the ECA website within five days after approval thereof. 2. NOMINATING COMMITTEE: If, after the deadline for candidate submissions for Annual Meeting elections, additional candidates are required to fill Representative, Alternate or Officer vacancies, the Chair or Executive Committee may appoint a Nominating Committee of no fewer than three SPA Members. This Committee’s role shall be to ensure that a full slate of candidates is elected at the Annual Meeting. 3. AD HOC COMMITTEES: The Chair or Executive Committee may appoint ad hoc committees as necessary.
ARTICLE V ‐ MEETINGS OF MEMBERS
1. ANNUAL MEETING: The Annual Meeting of the SPA shall be held each year for the purpose of electing SPA Officers, Representatives and Alternates, and for the transaction of such other business affecting the conduct of the affairs of the SPA as may come before the meeting. The SPA Annual Meeting shall be held between July 1 and August 31. However, the SPA Executive Committee in its reasonable discretion may schedule the Annual Meeting for a date outside of such period. At least four weeks prior to the publication of the official Annual Meeting notice and agenda, a call for Council Representative and Alternate candidates, and for SPA Officers, shall be sent to all Owners, posted on the SPA web page, and publicly announced in the weekly Eastman Events and Highlights or any successor ECA publication. This announcement will include a deadline for interested candidates to reply to the SPA Chair and Nominating Committee. 2. REGULAR MEETINGS: Regular Meetings of the SPA may be called by the Chair or the SPA Executive Committee. 3. SPECIAL MEETINGS: Special Meetings of the SPA may be called by the Chair or the SPA Executive Committee, or by written petition signed by at least 10% of the Owners. 4. NOTICE OF MEETINGS: A notice shall be sent to all Members stating the agenda, place, date and time of any Annual, Regular or Special Meeting. Such notices and any accompanying materials may be sent by electronic means or by US mail, with the provision that any Member requesting “mailed notices and materials” shall be accommodated. Such notice may also be included in other appropriate channels of ECA communications. The notice shall be sent not less than 20 and not more than 40 days before the date of such meeting. In the case of a Special Meeting, the purpose for which the meeting is called shall be stated in the notice. In the case of the Annual Meeting, names and positions of candidates for elective office shall be - 12 -
listed. 5. NOTIFICATION TO ECA AND OWNERS: Immediately following the election of any SPA Officer, or Representative or Alternate to the ECA Council, a member of the SPA Executive Committee shall notify the ECA, the SPA Members and the Council Secretary of the election results, providing the names, contact information, and duration of terms of those elected. 6. MEETING MINUTES: Within five days after approval thereof, the Secretary/Treasurer shall send a copy of each meeting’s minutes to the ECA for posting on the ECA website and shall maintain the minutes as a permanent record. At a minimum, minutes must include the wording of all resolutions adopted and decisions reached. 7. MEETING ORGANIZATION: The SPA shall follow the Council’s adopted procedures as guidelines in conducting its meetings.
ARTICLE VI ‐ OFFICERS 1. OFFICERS: The Officers of the SPA shall be a Chair, Vice‐Chair and Secretary/Treasurer, each of whom shall be a SPA Member. Officers may (but need not) be Council Representatives. A Member may be elected to fill more than one Office at the discretion of the SPA. 2. ELECTIONS AND TERMS OF OFFICERS: SPA Officers shall be elected by the Members at the Annual Meeting or by the Council Representatives immediately following the Annual Meeting, as determined by the SPA Executive Committee. The terms for Officer positions shall be either two or three years. No Officer shall serve for more than six consecutive years. Exceptions may be made in circumstances where no other Member is willing to serve. An Officer vacancy that occurs after the Annual Meeting shall be filled for the remainder of the unexpired term by election at the next Annual Meeting following the vacancy. Until the next Annual Meeting occurs, and as the SPA Executive Committee determines, the SPA may elect, or the SPA Executive Committee may appoint, interim replacements to fill vacancies. 3. SEATING OF NEW OFFICERS: Newly‐elected Officers shall begin their terms immediately following the meeting at which they are elected. 4.
CHAIR: The Chair shall be the principal executive officer of the SPA and, in general, shall supervise and organize the affairs of the SPA, including meetings of SPA Members. The Chair shall preside at all meetings and, in collaboration with the SPA Executive Committee, shall propose an agenda of matters to be considered and matters to be voted upon at meetings. The Chair shall ensure that all resolutions duly adopted by the SPA Members are carried into effect.
5.
VICE‐CHAIR: In the absence of the Chair, the Vice‐Chair shall perform the duties of the Chair and, when so acting, shall have all the powers and be subject to all the restrictions of the Chair.
6.
SECRETARY/TREASURER: The Secretary/Treasurer shall attend all meetings of SPA Members and the SPA Executive Committee, record the proceedings thereof, and give or cause to be given notice of all meetings of Members. (See also Article V, paragraphs 5 and 6 above.) The Secretary/Treasurer shall be responsible for all SPA funds and shall keep complete and
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accurate accounts of all receipts and disbursements. The Secretary/Treasurer shall disburse SPA funds only for purposes approved by the Members and shall render an account of all transactions and the financial condition of the SPA at Annual or Regular Meetings of the Members. 7.
SIGNATURES: Any documents to be executed on behalf of the SPA shall be signed jointly by the Chair and either the Vice‐Chair or Secretary/Treasurer.
ARTICLE VII ‐ COUNCIL REPRESENTATIVES AND ALTERNATES
1. COUNCIL REPRESENTATIVES: a. The number of Council Representatives shall be as determined by the Covenants. Representatives shall be SPA Members. Term limitations and exceptions thereto for Representatives shall be the same as for Officers. (See Article VI, Section 2 above.) b. Representatives shall be elected by the Members at the Annual Meeting to terms of two or three years, as determined by the SPA Executive Committee. If there are any unexpired terms to be filled due to vacancies, the candidates who received the next highest number of votes in the election shall fill the unexpired portion of the terms first, followed by the candidates with progressively fewer votes. If, however, there were no candidates other than those elected, the SPA, at a Regular or Special Meeting, may elect a replacement to fill the unexpired portion of the vacated term. Alternatively, as determined by the SPA Executive Committee, it may appoint a replacement to serve until the next SPA Annual Meeting, when a replacement shall be elected to complete the unexpired portion of the vacated term. c. A Representative or his/her Spouse elected to the ECA Board of Directors shall immediately resign as a Representative. d. The SPA shall stagger terms to provide for continuity of serving Representatives. e. When a Representative vacancy occurs, the SPA, at a Regular or Special Meeting, may elect a replacement to serve the unexpired portion of the vacated term. Alternatively, the SPA Executive Committee may appoint a replacement to serve until the next SPA Annual Meeting, when a replacement shall be elected to complete the remainder of the vacated term. f. Representatives shall attend all meetings of the Council. If a Representative is unable to attend, an Alternate should be designated by such Representative who shall notify the Chair of the designated Alternate. The Chair may designate, in a rotating manner, an Alternate in cases where a Representative position is vacant, or when a Representative who is unable to attend fails to designate an Alternate. The Chair, in turn, shall notify the ECA Office of the designated Alternate. g. The SPA shall gather feedback from Members electronically or by mail as to their opinions on significant issues to be voted on at upcoming Council meetings and should not limit consideration of Members’ views solely to those Members in attendance at a SPA meeting. The SPA may exercise discretion as to how its Members’ views should influence - 14 -
Representatives’ votes on Council matters. The SPA may elect to mandate a form of directed voting based on Members’ views. In such event, Representatives will nevertheless be free from any directed vote in the event of substantive changes to wording or meaning on a particular issue or on amendments to a proposal at a Council meeting. 2. MULTIPLE ELECTED OFFICIALS FROM A SINGLE PROPERTY: No more than one Owner of a single Property may serve as Representative and/or Alternate at the same time. 3. COUNCIL ALTERNATES: At the Annual Meeting, a sufficient number of Alternates shall be elected to substitute for Representatives who are not available to attend Council meetings. Alternates shall be SPA Members. Alternates shall have terms determined by the SPA of one, two or three years. The procedure for filling vacancies for Alternates shall be the same as for Representatives. Alternates may attend meetings of the Council in place of regularly‐elected Representatives who are unable to attend such meetings. 4. COUNCIL TERM COMMENCEMENT DATE: Terms for Representatives and Alternates shall begin according to the requirements of the Council Bylaws. Timely orientation and training shall be scheduled or made available by electronic means for new Representatives and Alternates, based on information provided by the ECA, with guidance from the Council leadership.
ARTICLE VIII ‐ AMENDMENTS 1. These ECA Special Place Common Core Bylaws may be amended by a two‐thirds vote of Council Members present and voting at a meeting of the Council. In such event, each SPA shall consider amending its SPA Bylaws, as soon thereafter as reasonably practicable, in order to incorporate such Council amendment. 2. The SPA Bylaws may be amended at a SPA Annual Meeting or Special Meeting. The SPA shall endeavor to adopt amendments consistent with the provisions set forth in the ECA Special Place Common Core Bylaws. The SPA shall provide electronic or mail‐in ballot with the notice of the proposed amendments, at least 20 days in advance of the vote for any Members who indicate that they will be unable to attend the meeting. Accessible electronic or mail‐in returnable ballots must be returned by the stated deadline. Amendments require the approval of __% of Members voting. The SPA may adopt a greater percentage requirement, but not more than two‐thirds. 3. The SPA Bylaws and any amendments adopted by the SPA shall be filed with both the Council Executive Committee and the ECA. 4. The SPA Bylaws shall be reviewed by the SPA at intervals not to exceed three years, in accordance with Article 4.11 of the Covenants.
ARTICLE IX ‐ RELATIONSHIP OF BYLAWS TO COVENANTS In case of any conflict between these Bylaws and the Covenants, the Covenants shall control.
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