Crow Hill Community Association, Inc.

(CHCA) By-laws Crow Hill Community Association (CHCA) is a community organization with the mission of providing leadership, guidance, and assistance to the residents and merchants of Crow Hill, working collectively to resolve issues facing our community. Article 1: Membership Membership is open to individuals with an interest in the physical, cultural, educational, and economic development of the Crow Hill area. The Crow Hill area is defined as: Eastern Parkway to Atlantic Avenue on Franklin Avenue Eastern Parkway to St. Marks Avenue on Bedford Avenue The streets between Franklin Avenue and Bedford Avenue in the outlined zone

To remain in good standing, members must:

Pay dues Refrain from injuring the reputation of the association Attend at least five meetings within the previous 12 months

The Members' powers shall include: Election of the Board Requests for amendments of these by-laws

The membership year shall run from January 1 to December 31 of each year. Dues should be paid at the first meeting in January. New members may join at any time, but may not vote until the eighth day following receipt of their dues. Members from the previous year are granted a grace period, extending to and including the March meeting. They may immediately re-acquire the right to vote by paying their dues before or during any meeting within the grace period. Should they fail to rejoin during the grace period, lapsed members may not vote until the eighth day following receipt of their dues. No member may act as representative of, or speak on behalf of CHCA by use of its name in public meetings, in the press, or other media, unless specifically authorized to do so by a Board Member. Article 2. Meetings The Board shall conduct regular monthly meetings of the membership ("Regular Meetings") to discuss programs and other activities. Regular Meetings are generally held on the third Tuesday of every month, except July and August.

Notification of Regular Meetings shall be accomplished through the CHCA website (crowhillcommunity.org), flyers posted in the Crow Hill area, and emails to the CHCA email list. Any change of time, date, or location to Regular Meetings will be included in these notifications. The President of the Board shall preside at all meetings. If the President is unable to preside, the Vice President will preside. In absence of both President and Vice President, the Secretary will preside. In absence of President, Vice President, and Secretary, another Board Member will be chosen to preside. Election of Board Members will be held every two years on even-numbered years2014, 2016, 2018, and so onat the Election Meeting in January. Members will be notified of the upcoming election two months in advance, and nominations will be made for Board Members. The President of the Board can call a Special Meeting. Members will be notified at least 48 hours in advance. Article 3. Voting Members in good standing (as defined in Article 1) are entitled to vote. Members may authorize another person to act as a proxy. For the election of Board Members voting shall be by ballot. Fifteen or more members shall constitute a quorum for a vote. Article 4: The Board 4.1 Powers and Number CHCA shall be managed by the Board, which will consist of at least four and not more than seven Board Members. 4.2 Election and Term of Office Board Members shall be elected for two-year terms by a plurality of the votes cast by Members. Except in the case of resignation or removal under these by-laws, each Board Member shall hold office until the expiration of his or her term and until his or her successor has been elected. 4.3 Vacancies Vacancies on the Board may be filled by vote of the Board Members. Any Board Member elected by the Board shall serve until the next Election Meeting and the election of his or her successor. 4.4 Resignations

Any Board Member may resign from office at any time by delivering a resignation in writing to the President of the Board. The acceptance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective. 4.5 Removal Any Board Member may be removed for conflict of interest detriment to the Board or Members. The Board Member is removed by a majority vote of the Board or by majority vote of the Members at a Special Meeting called for that purpose. Members may request a Special Meeting to vote on the removal of a Board Member. The request should be submitted to the Board in writing, and either the President or Vice President may call the Special Meeting. 4.6 Meetings Board Meetings may be held at any frequency and place the Board Members determine. 4.7 Quorums and Voting A majority of Board Members shall constitute a quorum for the transaction of business. The vote of a majority of the quorum of Board Members present shall be the act of the Board. In case of a tie, the President of the Board may cast a second and deciding vote. 4.8 Action by the Board The Board may take action without a meeting if all Board Members consent in writing. The resolution and the written consents shall be filed with the minutes of the proceedings of the Board. Board Members may participate in a meeting by means of a conference phone or similar equipment allowing all persons participating in the meeting to hear each other at the same time. Such participation shall constitute presence in person at a meeting. 4.9 Notice of Meetings Notice of the time and place of each Board Meeting shall be communicated to the Board Members by e-mail or phone call at least three days prior to the meeting. 4.10 Board Officers Board Officers shall include a President, a Vice President, a Secretary, and a Treasurer. Additional Officers can include a Project Manager and assistants to the Secretary, Treasurer, and Project Manager. Board Officers shall be elected for two year terms by vote of the Board Members at the Board Meeting following the Election Meeting. 4.10.1 President

The President shall preside at all Regular Meetings of the Members, call Special Meetings of the Board and the Members, and have general supervision of the affairs of the Board. The President shall have the power to sign alone, in the name of the Board, all contracts authorized by the Board unless the Board specifically requires additional signatures. 4.10.2 Vice President The Vice President shall have the powers and duties assigned by the Board or the President. At the discretion of or as the result of the incapacitation of the President, the Vice President shall perform the duties of the President. 4.10.3 Secretary The Secretary shall be responsible for recording and maintaining the minutes of the meetings of the Board and the Members. The Secretary shall perform any other duties assigned by the Board or the President. 4.10.4 Treasurer The Treasurer shall be responsible for: 1. Keeping full and accurate accounts of receipts and disbursements 2. Co-signing checks along with the President or Vice President and monitoring the deposit of all funds 3. Presenting the books and accounts at the request of any Board Member At the Election Meeting, the Treasurer shall deliver to the Members a report, verified by the President, containing the following information from the most recent fiscal year: a. b. c. d. e. Assets and liabilities Principal changes in these assets and liabilities Revenue and receipts Expenses and disbursements Number of Members as of the date of the report, the change in number from the previous year, and a statement of the place where the current membership list may be found

The report shall be filed with the minutes of each Election Meeting. Article 5: Committees The Board, by a majority vote, may establish committees. Each committee shall consist of at least one Board Member.

Each committee will appoint a Chairperson, who must be a member in good standing as defined in Article 1. Removal of Chairpersons may only be accomplished by majority vote of the Board. The Board may authorize reimbursement of expenditures incurred by committee members on behalf of CHCA. Article 6: Fiscal Year The Fiscal Year is January 1 to December 31. Article 7: Amendment to By-laws A Member, via written submission, may request an amendment to the by-laws. The amendment may be adopted by a vote of the Board. The Members will be notified of the amendment at the following Regular Meeting.