Fry’s Spring Neighborhood Association
NAME, MISSION, AND LOCATION
Section 1. The name of the association is Fry’s Spring Neighborhood Association, hereafter referred to as FSNA (“FSNA”) or the Association.
Section 2. The mission of the association is the conservation and enhancement of the Fry’s Spring neighborhood as an attractive, safe, enjoyable place to live. The association fosters community spirit, brings community members together to discuss neighborhood issues, protect and improve the quality of life in the Fry’s Spring neighborhood, and advocates for the neighborhood at public hearings and community forums.
Article II DEFINITIONS
Section 1. The Fry’s Spring Neighborhood Association, serves the residents within the boundaries designated in the map of Charlottesville, attached hereto as Exhibit A, and its successors and assigns. The association is nonprofit, nonpartisan and nonsectarian.
Section 2. The term “Member” refers to those individuals who live or own property within the FSNA area and who pay annual dues as provided in these Bylaws. Current dues will be posted on the website. Voting Members shall be eighteen years of age or older. Individual memberships shall have one vote and family memberships shall have two votes.
MEETING OF MEMBERS
Section 1. Annual Meetings. The annual meeting of the Members will be held at a place and time designated by the Board. The President shall report on the state of the Association. Dues shall be collected and election of Board members shall take place at each annual meeting. Those who have paid their membership dues during or prior to the annual meeting shall be considered Members for the purpose of voting during the annual meeting.
Section 2. Regular Meetings. The Board will strive to hold general membership meetings monthly but at least quarterly at a time and place of their discretion determined with input from the Members. All Member meetings are open to the public. The Board of Directors has sole discretion over cancellation of monthly meetings.
Section 3. Special Meetings. Special meetings of the members may be called at any time by the president or by the Board of Directors, or on the written request of at least ten current members. Written request may include electronic means.
Section 4. Notice of Meetings. Written notice of each meeting of the Members will be given by, or at the direction of, the secretary or person authorized to call the meeting, (1) by e-mailing notice of the meeting to Members; (2) by placing an announcement on the FSNA website; or by other methods such as paper mailings or fliers. Notice of the meeting shall be made at least seven calendar days before the meeting. Notice must specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.
Section 5. Quorum. At the meetings of members ten current Members and four Board members will constitute a quorum for any action except as otherwise provided in these Bylaws. If a quorum is not present at a meeting, the vote may be deferred until a future meeting.
Section 6. Proxies. Proxy voting is not allowed.
Dues will be charged annually. Dues shall be used to pay for the annual meeting and to support other needs of FSNA as determined by the Board of Directors. Dues prices can only be increased by a majority vote of members in attendance during the annual meeting.
BOARD OF DIRECTORS, TERM OF OFFICE
Section 1. Number. The affairs of the Association are managed by a Board of Directors, which will be comprised of at least seven voting members but not more than eleven voting members.
Section 2. Term of Office. At the annual meeting, all Board members will be elected for a one-year term. Specific officer positions shall have a three-year term limit, but may continue to serve on the Board in a different position. Terms shall begin January 1 of the year following the election unless otherwise announced at the annual meeting.
Section 3. Compensation. No director may receive compensation for any service he or she renders to the Association. However, any director may be reimbursed for actual expenses incurred in the performance of their duties. The director must receive approval from the rest of the Board prior to incurring expenses on behalf of the Association.
NOMINATION AND ELECTION OF DIRECTORS
Section 1. Nomination. Nominations for election to the FSNA Board of Directors will be made by the Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee will be appointed by the FSNA Board and may consist of Members or Board members. The Nominating Committee will make as many nominations for election to the Board of Directors as it determines.
Nominations may be made from among Members or non-members. Nominees must be existing Members or become Members at the general membership meeting before voting takes place.
Section 2. Election. Election to the Board of Directors will be by acclamation. The Nominating Committee will present a slate of officers and at-large members to be voted on by the membership. If an election is contested it shall be resolved by secret written ballot. The election will be held during the annual meeting and only those members present during the annual meeting shall be able to vote. The persons receiving the largest number of votes will be elected. Cumulative voting is not permitted.
MEETINGS OF DIRECTORS
Section 1. Regular Meetings. Regular meetings of the Board of Directors will be held at the place and hour as fixed by resolution of the Board. The Board shall strive to meet at least quarterly. All Board meetings are open to the membership but Members may not participate in the meetings. The Board may exercise the right to go to into Executive Session during Board meetings at which time non-Board members may be asked to leave. Only Board members are allowed to vote at Board meetings.
Section 2. Special Meetings. Special meetings of the Board of Directors will be held when called by the president of the Association or by any two directors, after not less than three days’ notice to each director.
Section 3. Quorum. A majority of the number of directors will constitute a quorum for the transaction of business. Voting may take place in person or electronically. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present will be regarded as the act of the Board.
Section 4. Action Taken Without a Meeting. The directors will have the right to take action in the absence of a meeting, which they could take at a meeting, by obtaining the written approval, including written approval by e-mail, of a majority of the directors. Any action so approved will have the same effect as though taken at a meeting of the directors. All actions taken via this method must be recorded in the next general membership meeting minutes.
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. Powers. The Board of Directors will have power to:
- Exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these
- Declare the office of a member of the Board of Directors to be vacant in the event the Board member has unexcused absences from three consecutive regular meetings of the Board of It will be the responsibility of the President of the Board of Directors to notify the Board member that his or her seat on the Board is terminated.
Section 2. Duties. It will be the duty of the Board of Directors to:
- Keep a complete record of all its meetings and decisions and to present a statement to the members at the annual meeting of the Members, or at any special meeting when a statement is requested in writing.
- Supervise all officers and agents of this Association, and to see that their duties are properly
- Directors are required to pay the annual dues.
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Offices. The officers of this Association will be a president, a vice-president, a secretary, and a treasurer, and any other officers that the Board by resolution creates. In the event there are no Members willing to serve as President, two Members may choose to run jointly as Co-Chairs. Officers will at all times be members of the Board of Directors.
Section 2. Term. The officers of the Association shall be elected annually and each will hold office for one year unless he or she resigns, is removed, or is otherwise disqualified to serve. Each Officer may be elected for consecutive terms.
Section 3. Special Appointments. The Board may elect other officers as the affairs of the Association may require, each of whom will hold office for the period, have the authority, and perform the duties as the Board determines.
Section 4. Resignation and Removal. Any director may be removed from the Board, with or without cause, by a vote of at least ten current Members and four current Board members of the Association, or if the director has unexcused absences from three consecutive board meetings. In the event of death, resignation or removal of a director, a successor may be selected by the remaining members of the Board and will serve for the unexpired term of the predecessor.
Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time by giving written or emailed notice to the Board, the president or the secretary. A resignation will take effect on the date of receipt of the notice or at any later time specified, and unless otherwise specified, the acceptance of the resignation will not be necessary to make it effective.
Section 5. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to fill the vacancy will serve for the remainder of the term of the officer he or she replaces.
Section 6. Multiple Offices. The offices of secretary and treasurer may be held by the same person.
Section 7. Duties. The duties of the officers are as follows:
The President will preside at all general membership meetings and meetings of the Board of Directors and will see that orders and resolutions of the Board are carried out. The president will serve notice of meetings to the Board and to the Members and will set the meeting Agenda items. The President or their designee shall be a signatory on the Association’s bank account with the Treasurer. The outgoing President shall be responsible for providing the bylaws and all other material documents to the incoming President. The incoming President shall be responsible for giving copies of the material documents to new board members. The duties of the president can be designated to other board members.
In the event that no Members are willing to serve as President, two Members may run jointly as Co-Chairs. Co-Chairs shall assume all duties and responsibilities of the role of President described herein. Co-Chairs will decide between themselves how the duties of President will be split and will inform the Board and members.
The Vice-president will act for the president in the event of his/her absence, inability or refusal to act, and will exercise and discharge other duties as required by the Board. The Vice-president shall oversee organization of the annual meeting.
The Secretary will take the minutes of all member and Board meetings and record the votes. Votes may be recorded within the minutes. If the secretary is absent, it is his/her responsibility to find a replacement. The secretary, or another designee on the Board, shall maintain the organization’s email list and website. The Secretary may also perform other duties, as required by the Board.
The Treasurer is responsible for collecting the association’s dues and disbursing funds as necessary to cover association expenses. The Treasurer is responsible for ensuring the President or other designated Board member has access to the Association’s bank account. Treasurer shall present the Board with a report on the Association’s banking statement and disbursement of funds at each Board Meeting. Members may request a report at any monthly meeting. The Treasurer may also perform other duties, as required by the Board.
Article X COMMITTEES
The Board of Directors will appoint a Nominating Committee, as provided in Article VI, and any other committees as deemed appropriate to carrying out its purpose.
BOOKS AND RECORDS
The books, records and papers of the Association will at all times, during reasonable business hours, be subject to inspection by any Member. The bylaws of the Association will be available for inspection by any Member at the annual meeting or upon request to a Board member. Financial records of the Association shall be reviewed annually by at least one individual other than the Treasurer. The individual conducting the review shall be approved by the Board prior to the annual meeting.
These bylaws may be amended, at a regular or special meeting of the Members, by a vote in favor from of ten Members and four Board members present.
In the event of dissolution or final liquidation of the Association: (i) none of the Association’s property, nor any proceeds thereof, nor any other assets of the Association shall be distributed to or divided among any of the members of the Association, or enure to the benefit of any individual; and (ii) after all liabilities and obligations of the Association have been paid, satisfied, and discharged, or adequate provision made therefore, then all remaining property and assets of the Association shall be distributed to a §501(c)(3) to be used for such public purpose or purposes as may then be deemed appropriate by the Board of Directors thereof, whose purposes are similar and compatible with the purposes of the Association.
Article XIV MISCELLANEOUS
The fiscal year of the Association will begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year will begin on the date of adoption of these bylaws.
Executed this 20th day of October, 2019