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Randolph Vermont Real Estate

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					            VERSION APPROVED AT 2007 M EMB ERSHIP M EETING VOTE


                                  BY-LAWS

                                      OF

      RANDOLPH AREA COMMUNITY DEVELOPMENT CORPORATION



                                   Article I
                                 Organization

Section 1.1 – Name. The Name of the organization is the Randolph Area
Community Development Corporation (referred to in these by-laws as “the
Association”).

Section 1.2 – Purpose. The purpose of the Association is to improve the
quality of life for residents by renewing pride, restoring confidence,
promoting reinvestment and revitalizing the greater Randolph area, by
redeveloping and improving the community’s housing, social, business and
economic basis, by preserving and enhancing the community’s
environmental and historic resources, and by building a positive image for
revitalization, exclusively for charitable and educational purposes within the
meaning of section 501 (c) (3) of the Internal Revenue Code. This purpose
will be accomplished by working in concert with local residents, businesses,
financial institutions, education and social service agencies, foundations and
governments.

Section 1.3 - Limitations. No part of the earnings or assets of the
Association shall inure to the benefit of or be distributable to its directors,
officers or other private persons, except that the Association may pay
reasonable compensation for services rendered and may make distributions
in furtherance of its purpose. The Association shall not engage in any
impermissible types or amounts of political activities, including carrying on
of political propaganda as a substantial part of its activities or any
participation in the political campaign of a candidate for public office. The
Association shall not lend money to or guarantee the obligation of a director
or officer.


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Section 1.4 – Principal office. Until changed by the Board of Directors, the
principal office of the Association shall be located at 21 Main Street in
Randolph, Vermont. Its mailing address at such location shall be PO Box
409, Randolph, Vermont, 05060-0409.

Section 1.5 - Fiscal year. The fiscal year of the Association shall begin on
the first day of July in each year and end on the last day of June in the
succeeding year.

                                 Article II
                                Membership

Section 2.1- Admission. Membership in the Association shall be voluntary
and open to any individual, business, and organization, including all donors
that are in accord with its purposes and desires to further its activities.
Applicants shall be admitted to membership for three years upon submitting
such information as may be required by the Board. In the event of
questionable eligibility, admission to membership shall be subject to
approval by the board within three months of the applicant applying for
membership. Upon completion of the initial three year period of
membership, membership may be renewed for successive three-year periods.

Section 2.2- Rights. The Association shall have one class of members.
Each member shall have the right to vote at membership meetings and
otherwise to participate in the governance of the Association as described in
these by-laws. Members shall have the right to receive a copy of the
Articles of Incorporation and these by-laws.

Section 2.3 – Access to information. Members shall be provided adequate
and timely information concerning the organizational and financial affairs of
the Association. Members shall be provided access to the books and records
of the Association, or to information contained in such records, at a
reasonable time and for a proper purpose, subject to approval by the Board
in case of doubtful propriety.

Section 2.4- Settlement of disputes. In any dispute between the Association
and any of its members or former members which can not be resolved
through informal negotiation, it shall be the policy of the Association to
prefer the use of mediation whereby an impartial mediator may facilitate

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negotiations between the parties and assist them in developing a mutually
acceptable settlement. Neither party with a grievance against the other
concerning membership transactions and affairs of the Association shall
have recourse to litigation until the matter is submitted to mediation and
attempted to be resolved in good faith.

Section 2.5- Nondiscrimination. The Association shall not discriminate
against any person in connection with admission to membership or in the
conduct of its activities on account of race, national origin, age, sex, religion,
handicap or other arbitrary basis.

Section 2.6- Termination. Membership may be terminated voluntarily by a
member upon notice to the Association. Membership may be terminated for
cause by the Board, but only upon not less than fifteen days prior written
notice of the proposed termination and the reasons therefore and an
opportunity for the member to be heard orally or in writing not less than five
days before the effective date of the termination.

                                Article III
                            Membership Meetings

Section 3.1- Annual meeting. An annual membership meeting shall be held
within three months of the close of the fiscal year. The purpose of such
meeting shall be to hear reports on operations, finances and committee
activities, to elect directors and to conduct such other business as may
properly come before the meeting.

Section 3.2- Special meetings. Special membership meetings may be called
by the Board. Special meetings shall be called upon written petition of five
percent of all members, provided that such petition includes a statement of
the business to be conducted at such meeting.

Section 3.3- Time and place. The time and place of all meetings shall be
determined by the Board or in the absence of such determination, by the
Secretary. Meetings shall be at a place convenient to members and need not
be at the principal office of the Association.

Section 3.4- Notice. Notice of the time, place and purpose of any
membership meeting shall be delivered to all members not less than ten days


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or more than thirty days prior to the date of the meeting. Decisions on issues
not included in the notice of a meeting shall be of an advisory nature only.

Section 3.5- Quorum. The presence at the opening of a meeting of ten
percent of all members shall be necessary and sufficient to constitute a
quorum for the transaction of business at any membership meeting.

Section 3.6- Voting. Each member shall have one and only one vote on each
matter submitted to a vote of members. An organizational member may cast
its vote by an authorized representative. Members may vote by mail or
absentee ballot as authorized by the Board, provided that balloting is not
used as a substitute for the holding of an annual or special meeting. Proxy
voting shall not be permitted. Unless a higher number is required by law or
by these by-laws, decision-making shall be by majority vote. Meetings shall
be conducted in accordance with generally accepted rules of parliamentary
procedure.

Section 3.7- Record dates. Unless otherwise determined by the Board, only
persons who are members at the close of business on the business day
immediately preceding the date of distribution of notices shall be entitled to
notice of a membership meeting. Unless otherwise determined by the
Board, only persons who were members for ten days before the date of the
meeting shall be eligible to vote at a meeting.

Section 3.8- Members’ list. After the record date for notices of a meeting,
the Association shall prepare an alphabetical list of members and update it
periodically to account for additional members, if any, who were not entitled
to notice but are entitled to vote at the meeting. Such list shall be available
for inspection by any member at the principal office of the Association for
the purpose of communicating with other members concerning the meeting,
and shall also be available for inspection by any member at the meeting.

Section 3.9- Issues submitted by members. Notice of a membership meeting
shall include any issues submitted by petition of five percent of members.
Petitions must be received at the principal office of the Association not less
than thirty five days before the date of the meeting.




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                                Article IV
                             Board of Directors

Section 4.1- Powers and duties. The corporate powers of the Association
shall be exercised by or under the authority of, and the affairs of the
Association managed under the direction of, the Board of Directors
(sometimes referred to herein as “the Board”). The duties of the Board shall
include, but not be limited to, engaging a manager or executive director and
monitoring and evaluating his or her performance, setting policy, overseeing
the operations and finances of the Association and assuring that the purposes
of the Association are properly carried out.

Section 4.2 – Composition and qualifications. The Board shall consist of
twelve directors, subject to the right of members to increase or decrease such
number at a membership meeting. The Board shall reflect a diversity of
perspectives including, whenever practicable, representation of local
business, housing and government. To be qualified as a director, an
individual must be a member of the Association and must have been a
member for thirty days prior to the date of election, and shall not have any
overriding conflict of interest.

Section 4.3 – Nominations, election and terms. Directors may be nominated
by the Board or by petition of not less than ten members. Directors shall be
elected by members at the annual meeting or a special meeting in lieu
thereof. Directors shall be elected by having received the greatest number of
votes. Cumulative voting shall not be permitted. The terms of directors
shall be staggered so that, as nearly as may be practicable, one-third shall
expire in each year. At the first annual meeting following adoption of these
bylaws, and periodically thereafter as may be necessary, directors shall be
elected for specific one, two or three year terms in order to accomplish this
result. At other times, directors shall be elected for terms of three years.
Unless they sooner resign or are removed, all directors shall serve for their
specified terms or until election of their successors.

Section 4.4 – Equitable allocation of resources. The Association shall strive
to allocate its resources, exclusive of funds acquired or controlled for
specifically designated purposes, equitable among the diverse aspects of its
purposes.

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Section 4.5 – Compensation. Directors shall receive no compensation other
than that which may be approved in advance at a membership meeting.
Directors shall be reimbursed for any expenses reasonably and necessarily
incurred by them on behalf of the Association or in connection with the
performance of their duties.

Section 4.6 – Standards of conduct. Directors are responsible at all times for
discharging their duties in good faith, in a manner that they reasonable
believe to be in the best interest of the Association and with the care that an
ordinarily prudent person in a like position would use under similar
circumstances.

Section 4.7 – Conflicts of interest. Directors shall be under an affirmative
obligation to disclose their actual or potential conflicts of interest in any
matter under consideration by the Board. Directors having such an interest
shall be excluded from the discussion or decision of such matter.

Section 4.8 – Termination. The term of office of a director may be
terminated prior to its expiration in any of the following ways: I- voluntarily
by a director upon notice to the Association; II- automatically upon
termination of membership in the Association, subject to reinstatement by
the Board upon reasonably timely reacquisition of membership; III- by vote
of a majority of directors then in office for failure to attend three Board
meeting in any one year period; and IV- by vote at a membership meeting
with or without cause, provided that notice of the meeting states that the
purpose or one of the purposes of the meeting is to consider removing the
director and the number of votes cast to remove the director would be
sufficient to elect the director at a meeting to elect directors.

Section 4.9 – Vacancies. Any vacancy among directors occurring between
annual meetings may be filled by the Board until the next membership
meeting.




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                                  Article V
                              Meetings of Board

Section 5.1 – Convening. The first meeting of each newly constituted Board
shall be held within one month of the annual meeting. The Board may
determine the times and places of other regular meetings. Special meetings
may be called by the President and shall be called by the Secretary upon
request of any two directors. Meetings of the Board shall be held no less
frequently than on a bi-monthly basis.

Section 5.2 – Notice. Meetings called by resolution of the Board shall
require no notice to directors, it being the responsibility of absent directors
to make inquiry as to meetings that may be scheduled in their absence. For
all other meetings of the Board actual notice, either written or oral, of the
time and place of the meeting shall be given to all directors. Notice shall be
given not less than three days before the date of the meeting. Notice need
not include the purposes of the meeting.

Section 5.3 – Quorum and decision making. The presence in person of a
majority of directors shall constitute a quorum for the transaction of business
at any meeting of the Board. Unless a higher number is required by law or
by these by-laws, decision making shall be by majority vote. Meetings shall
be conducted in accordance with generally accepted rules of parliamentary
procedure.

Section 5.4 – Telephone conferences. Meetings of the Board may be
conducted by means of a telephone conference or other communication
system, such as e-mail, whereby all persons participating can communicate
with each other.

Section 5.5 – Action by consent. Any action required or permitted to be
taken at a meeting of the Board may be taken without a meeting if a written
consent to the action is signed by all directors and entered into the corporate
records of meetings.

Section 5.6 – Open meetings. Meetings of the Board shall be open to all
members of the Association, except that a person may be excluded for
disruptive conduct and a portion of a meeting dealing with issues of a


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particularly sensitive nature, such as personnel, real estate, and legal matters
may be closed by the Board.


                                Article VI
                          Committees and Councils

Section 6.1 – Committees of the Board. Committees of the Board are
created by the Board to oversee and further the on-going business of the
organization. They report to the President of the Board, and work in concert
with the Executive Director. The President of the Board is an ex-officio
member of every Committee of the Board.

The creation of a Committee of the Board , the appointment of members to
it, and selection of one of the members to serve as committee chairperson
shall be approved by no less than a majority of all directors then in office. A
committee of the Board shall be subject to all procedures set forth in Article
V except those in Section 5.1. No committee of the Board shall operate to
relieve the Board of its legal responsibilities in the general oversight of the
Association. To exercise any significant authority of the Board, a committee
must meet the following requirements: it must be composed only of
Directors, and must be empowered by the Board to exercise authority of the
Board, either specifically or by necessary implication.

Standing Committees of the Board include: Fund Raising & Membership
Committee, Nominating Committee, Finance Committee, Personnel
Committee. The Board may appoint short term advisory committees of the
Board as necessary or desirable to advance its work.


      Section 6.1.a – Fund Raising and Membership Committee. The Board
      shall appoint a Fund Raising and Membership Committee to promote
      and extend membership in the Association. The Committee shall
      work with the Board and Executive Director to meet fundraising goals
      assure that the membership of the Association reflects a diversity of
      perspectives, including concerned residents (including youth, elderly
      and low-income), business (including commercial, industrial and
      business leagues), municipal government, community service, culture,
      housing, education, health care, religion, banking, real estate,
      agriculture, accounting and law.

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      Section 6.1.b – Nominating Committee. The Board shall appoint a
      Nominating Committee to solicit, screen and recommend candidates
      for expiring director positions. The Nominating Committee may
      request and consider recommendations from any member of the
      Association. The Committee shall bring back to the full Board for
      consideration at least two candidates for each expiring position and
      shall strive to assure that nominations reflect a diversity of
      perspectives as described in Sections 1.2 and 4.2 above. No member
      of the Committee shall be eligible for nomination during the time of
      his or her service in the Committee.
      Section 6.1.c. Finance Committee. The Board shall appoint a
      Finance Committee to develop the annual budget of RACDC for
      consideration and approval by the full Board, to monitor the financial
      position and practices of the organization, and, as requested by the
      Board, to inform and advise the Board on other financial issues that
      may come before the organization.
      Section 6.1.d. Personnel Committee. The Board shall appoint a
      Personnel Committee to develop and monitor personnel and other
      related policies for the organization and, as necessary, to inform and
      advise the Board on other personnel related issues that may come
      before the organization.


Section 6.2 – Other Councils and Committees. The Board may appoint
Committees or Councils to advise and assist the Executive Director. The
Executive Director or the Committee Chair shall periodically make progress
reports to the Board.
      Section 6.2.a. Program Councils. The Board shall appoint program
      councils to provide focused assistance and counsel to the Executive
      Director in the planning and oversight of each major program activity
      of the Association. The Board Chair is responsible for nominating
      Council members, who are appointed by the Board. Councils report
      to the Executive Director, who may recommend Program Council
      members to the Board Chair for consideration. A majority of the
      members of each Program Council shall be members of the
      Association, and each Council shall include at least one director.
      Semi-annually or more often as requested by the Board, the Executive
      Director or Program Council Chair shall present a report on the
      activities of all program councils at a Board meeting. At least

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      annually, activities of the Councils shall be presented to the
      membership at the annual meeting or in the annual report.

      Section 6.2.b. Temporary Committees. Temporary Committees may
      also be created to counsel and support the Executive Director during
      the term of the specific program or project for which they were
      created. Program Committees may be comprised of Board members,
      Association Members, or others as desirable to obtain expertise and a
      diversity of perspectives.

Section 6.3 – Other committees. The Board may appoint other standing or
special committees to advise the Board or the Executive Director or to
perform such duties as the Board shall designate.




                                 Article VII
                                  Officers

Section 7.1 – Designation. The principal officers of the Association shall
consist of President, Vice President, Treasurer and Secretary. The Board
may designate other officers or assistant officers.

Section 7.2 – Election, term and removal. Officers shall be elected annually
by the Board from among its number. Terms of office shall be for one year
or until their successors are elected. Officers may be removed from office
and replaced at any time by the Board whenever, in its opinion, the best
interests of the Association would thereby be served.

Section 7.3 – Powers and duties. In addition to signing or attesting to formal
documents on behalf of the Association as authorized by the Board, officers
shall have the following powers and duties together with such other powers
and duties as may be determined by the Board:
   (a) The President shall coordinate the activities of the Board, preside at
        all the meetings and present a report on the activities of the
        Association to the annual meeting;
   (b) The Vice President shall perform the duties of the President in his or
        her absence, and shall, as requested, assist other officers in the
        performance of their duties;

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   (c) The Treasurer shall oversee the maintenance of financial records,
       control of receipts and disbursements and the filing of required
       reports and returns and shall submit a written financial report to the
       annual meeting and to the Board as requested; and
   (d) The Secretary shall be responsible for seeing that required notices are
       issued, preparing minutes of all Board and membership meetings and
       authenticating records of the Association.

Section 7.4 – Delegation of Powers and Duties. The Board may delegate
powers and duties for the oversight and administration of the operation of
the organization to an executive director or manager, however, such
delegation shall not operate to relieve the Board of its legal responsibilities
in the general oversight of the Association.


                                  Article VIII
                                Indemnification

Section 8.1 – Rights. The Association shall, subject to the limitations in this
Article, indemnify its current and former directors and officers against all
liabilities and expenses to which they may actually and reasonably become
subject by reason of their positions with the Association or their service in
its behalf to the fullest extent permitted by law.

Section 8.2 – Limitations. No indemnification shall be made unless the
person to be indemnified is successful on the merits in defense of the action
or is determined to have met the applicable standard of conduct in the
manner required by law. Indemnification payments and advances of
expenses shall be made only in such increments and at such times as will not
jeopardize the ability of the Association to pay its other obligations as they
become due.

                                  Article IX
                         Severability and Amendment

Section 9.1 – Severability. In the event of any provision of these by-laws is
determined to be invalid or unenforceable under any statute or rule of law,
then such provision shall be deemed inoperative to such extent and shall be
deemed modified to conform with such statute or rule of law without


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affecting the validity or enforceability of any other provision of these by-
laws.

Section 9.2 – Amendment. These by-laws may be amended only by first
being approved by the Board of Directors and then being approved by a two-
thirds vote at a membership meeting or a majority of all members,
whichever is less, provided that notice of the membership meeting states that
the purpose or one of the purposes of the meeting is to consider the proposed
amendment and the notice is accompanied by a copy and any summary of
the proposed amendment.




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