Copper Center Community Association, Inc.

Chapter One

Membership

 

Section 1 - Members

 

All residents of this community are eligible to be members.  Those residents who are 18 years of age or older are eligible to be voting members and officers of the Corporation.

 

Section 2 - Annual Meeting

 

The membership shall elect a Board of Directors at the annual Meeting to be held in the community at a time designated by the President of the Association.  The membership shall be given notice by posting the scheduled date, time, and place of the meeting in at least three prominent public locations in the community. The annual meeting shall be open to the public.

 

Section 3 - Regular Meetings

 

The Board of Directors will meet quarterly, unless the President or a quorum of the Board calls a special meeting. These meetings shall be open to the public and shall be publicly noticed by posting the scheduled date, time and place of the meeting in at least three prominent, public locations in the community.

 

Section 4 - Special Meetings

 

Special meetings of the membership may be called by or at the request of the Chair or any three directors or by a petition of ten percent of the registered members. These meetings shall be public and shall be publicly noticed at least 5 days in advance by posting the date, time, place and purpose of the meeting in at least three prominent, public locations in the community. The members may not address any matter which is not stated in the public notice as the purpose of the meeting.

 

Section 5 - Quorum

 

Three (3) members of the board of directors constitute a quorum for the transaction of the business at any meeting of the board.  Three (3) affirmative votes are required for any action taken by the board.

 

Section 6 - Order of Business

 

The order of business at all meetings of the members shall be as follows.

  1. Roll Call
  2. Proof of notice of meetings or waiver of notice
  3. Public Comments on Agenda Items
  4. Public Comments on Non Agenda Items
  5. Reading and approval of minutes
  6. Reports of directors
  7. Reports of committees
  8. Unfinished business
  9. New business
  10. Election of directors (if applicable)
  11. Adjournment.

 

Chapter Two

Board of Directors

 

Section 1 - Directors

 

The number of directors shall be five (5). Directors shall be members of the Corporation and shall act on good faith charge of the members of the Corporation.

 

Section 2 - Term of office

 

The term of office for each director shall be for three years from the time of their election at the annual meeting until their successor has been elected and qualified.  All officers are elected by and from the directors for one year terms. To allow for terms to expire each year, initially the directors’ terms shall be as follows June of 2009:

 

1. Director A         3 years             Term expires 2012

2. Director B         3 years             Term expires 2012

3. Director C         2 years             Term expires 2011

4. Director D         2 years             Term expires 2011

5. Director E         1 years             Term expires 2010

 

The initial seats shall be assigned by drawing straws.

 

Section 3 - Vacancies

 

Except as otherwise provided, any vacancies occurring in the board of directors, whether by resignation or removal, shall be filled by the majority vote of the remaining directors. In the event of the simultaneous resignation and or removal of three or more directors, the membership shall hold new elections to fill those vacant positions on the board. Those directors so elected will serve for the remaining portion of the unexpired term.

 

Section 4 - Removal of Directors

 

Any director may be removed by a majority of the members who vote on the issue providing that just cause has been established and whenever, in their judgment, the best interests of the corporation would be served by doing so.


 

Chapter Three

Election Rules

 

Section 1 - Election Notice

 

A notice of vacancies for expired terms of office for Board of Directors and a notice that an election shall be held shall be prepared and posted by the Secretary and shall contain the following.

 

  1. Whether the election is general or special
  2. Date of election
  3. Location of the meeting where the election will be held
  4. Time of election meeting
  5. Seats or office to be filled
  6. A statement describing voter qualifications
  7. 30 day notice

 

Section 2 - Nominations

 

Nominations for board of directors shall be open nominations from the floor at the annual membership meeting.

 

Section 3 - Ballots

 

Ballots will be on paper with a space for writing in the nominee’s name and a blank square for marking a vote next to the nominees name.

 

Section 4 - Voting Procedures

 

Voting procedures are as follows:

  1. The secretary shall check for the member’s name on the Master List of members. If the member’s name appears on the list, that person is deemed qualified to vote.
  2. Qualified voters shall give their name to the Secretary and then write it on the blank list or membership roster.
  3. Voters shall mark the ballot next to the name of the nominees they wish to vote for, as provided in section 3.
  4. Ballots. Voting will be by secret ballot. Ballots will be marked in pen. After the ballot is marked, the voter will fold it and deposit it in ballot box.
  5. The ballots shall be tallied by an assigned member appointed by the President, or selected from the membership and recorded by the Treasurer.

 

Section 5 - Certifying the Election

 

The election shall be certified by the president and vice-President of the Association. Nominees receiving the greatest number of the votes cast shall be considered elected directors. The Secretary shall post a copy of the report of election results in three public places the day after the election results are known. The notice shall include:

 

  1. That the election has been certified by the president or vice president
  2. The final results of the election
  3. A list of the names of the new directors

 

Chapter Four

Officers

 

Section 1 - Selection of Officers

 

The board of directors shall elect from among themselves the following officers; President, Vice-President, Secretary/Treasurer. This shall be the first order of business of the first meeting of the board of directors following the elections of directors at the annual meeting.

 

Section 2 - President

 

The president is the principal executive office of the Corporation and shall, in general, supervise and control all of the business and affairs of the Corporation. He/She shall sign contracts or other instruments which the board of directors has authorized to be executed.

 

Section 3 - Vice President

 

 In the absence of the President, or in the event of his/her inability or refusal to act, the Vice-President will perform the duties of the President, and when so acting will have all powers of and be subject to all the restrictions upon the President.

 

Section 4 - Secretary/Treasurer

 

The secretary shall

1. Keep a journal of proceedings of the corporation, record all votes at meetings of the corporation, and provide for the electronic recording of meetings of the corporation when possible.

2. Provide for the standardization and maintenance of all forms, books, and records of the corporation.

3. Keep the corporate seal and affix the seal to all contracts and instruments authorized to be executed by the corporation.

4. Manage, deposit, and invest all funds of the corporation as directed by the board of directors.

5. Disburse money for all corporate obligations.

6. Keep regular books or accounts of all corporate financial transactions, and provide for financial reports or audits as directed by the board of directors.

 


 

Chapter Five

Contracts, Checks, Deposits, Funds and Finances

 

Section 1 - Contracts

 

The board of directors, at the direction of the membership, may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances as authorized by the Board of Directors.

 

Section 2 - Checks, Drafts, Signing Authority

 

All checks, drafts, or orders for payment of money, notes or other evidence of indebtedness issued in the name of the corporation and in such a manner as shall be determined from time to time by the board of directors shall be signed by two members of the board, one being an officer of the board.

 

Section 3 - Deposits

 

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.

 

Section 4 - Gifts

 

The board of directors may accept on behalf of the corporation any contribution, gift, bequest or device for any special purpose for the Corporation.

 

Section 5 - Grants

 

No grant monies from the State federal or other governmental entity shall be applied for without the majority vote approving such application at a meeting of members of the corporation.

 

Section 6 - Dues

 

Dues may or may not be assessed by the board of directors.

 

Section 7 - Fiscal Year

 

The fiscal year of the corporation shall begin on the first day of January and end on the last day of December of the same year.

 

 

 

Section 8 - Meetings

 

The annual meeting shall be scheduled for the 1st Thursday in the month of June, unless otherwise posted by the board.

 

The quarterly meeting shall be scheduled for the 1st Thursday of January, April, July, and October, unless otherwise posted by the board.

 

Chapter Six

Books and records

 

The corporation shall keep correct and complete records of financial transactions and accounts, and shall also keep minutes of the proceedings of its board of directors. All books and records of the corporation may be inspected by any member or his/her agent or attorney, for any purpose at any reasonable time.

 

Chapter seven

Amendment to bylaws

 

The bylaws may be amended by an affirmative vote of two-thirds of the voting members present at a special meeting or the annual meeting. The text of the proposed amendment must be included in the public notice announcing the time, date and place of the annual meeting.

 

Chapter Eight

Adoption of bylaws

 

This is to certify the above bylaws were adopted by the board of directors at a meeting on the _______day of ___________2009.

 

President

 

 

 

Secretary