BYLAWS OF CEDAR PARK NEIGHBORS INCORPORATED

Adopted by the Board of Directors, December, 1984 (As amended April 18, 2016)

 

Table of Contents

CHAPTER I. GENERAL PROVISIONS
Section 101: Corporate Name
Section 102: Corporate Purpose
Section 103: Official Registration
Section 104: Tax Exempt Status
Section 105: Non-Discrimination Policy

CHAPTER II: MISSION STATEMENT

CHAPTER III: BOUNDARIES
Section 301: “Cedar Park” Boundaries Defined
Section 302: Map of Cedar Park

CHAPTER IV: THE CORPORATION
Section 401: Corporate Capacity and General Powers
Section 402: Corporate Records
Section 403: Required Filings

CHAPTER V: THE BOARD OF DIRECTORS
Part 1: The Board of Directors Generally
Section 501: Exercise of Corporate Power
Section 502: Members of the Board of Directors
Section 503: Selection of the Board of Directors
Section 504: Eligibility Requirements
Section 505: Duties of the Board of Directors
Section 506: Financial Oversight

Part 2: Board of Directors Meetings
Section 507: Scheduled Board of Directors Meetings
Section 508: Open Meetings
Section 509: Rules for Conducting Board of Directors Meetings
Section 510: Quorum
Section 511: Voting Rights of Officers and Directors-at-Large
Section 512: Actions of the Board of Directors
Section 513: Actions by Written Consent of the Board

Part 3: Ethical Duties of the  Board of Directors
Section 514: Accountability
Section 515: Fiduciary Duty
Section 516: Presumption of Good Faith
Section 517: Personal Liability of Board of Directors
Section 518: Indemnification
Section 519: Conflicts of Interest
Section 520: Recusal
Section 521: Misuse of Authority

Part 4: Board Vacancies and Interim Appointments
Section 522: Absence
Section 523: Dismissal
Section 524: Interim Appointments

CHAPTER  VI:   OFFICERS
Section 601: Titles of Officers
Section 602: The President
Section 603: The First and Second Vice Presidents
Section 604: The Secretary
Section 605: The Treasurer
Section 606: Executive Board
Section 607: Terms of Office

Chapter VII:  DIRECTORS-AT-LARGE
Section 701: Number of Directors-at-Large
Section 702: Duties of Directors at Large
Section 703: Terms of Office
Section 704: Committee Assignments

CHAPTER  VIII: COMMITTEES
Section 801: Delegation of Board Responsibilities to Committees
Section 802 Designation and Selection of Committees
Section 803: Types of Committees
Section 804: Committee Reports
Section 805: Committee Financial Transactions

CHAPTER  IX:  GENERAL MEMBERSHIP
Part 1: Membership Rights
Section 901: Eligibility for General Membership
Section 902: Categories of General Membership
Section 903: Voting Rights of General Members
Section 904: Dues
Section 905: Liability of General Members

Part 2: Notice and Meetings
Section 906: Notice of Meetings
Section 907: Scheduled General Membership Meetings
Section 908: Agenda of General Membership Meetings
Section 909: Annual Meeting
Section 910: Special Meetings
Section 911: Quorum
Section 912: Actions of the Membership

CHAPTER X: ELECTIONS
Part 1: General Provisions
Section 1001: Election of Board of Directors
Section 1002: Eligibility to Vote
Section 1003: Notice of Election

Part 2: Nomination of Candidates
Section 1004: Nominating Committee
Section 1005: Nominations From the Floor
Section 1006: Certification of Candidates

Part 3: Election Procedure
Section 1007: Election Committee
Section 1008: List of Eligible Voters
Section 1009: Secret Ballot
Section 1010: The Ballot
Section 1011: Method of Balloting
Section 1012: Ballot Procedure
Section 1013: Counting of Ballots
Section 1014: Election Committee Record Keeping
Section 1015: Election by Plurality
Section 1016: Certification of Election

CHAPTER XI: THE BYLAWS
Section 1101: Contents of the Bylaws
Section 1102: Power to Adopt, Amend, or Repeal the Bylaws
Section 1103: Proposed Amendments of the Bylaws
Section 1104: Board of Directors Review and Recommendation of Proposed Amendments
Section 1105: Notice to Members of Proposed Amendment of the Bylaws
Section 1106: Approval by the General Membership
Section 1107: Effective Date of the Adoption, Amendment or Repeal of the Bylaws

APPENDIX:
Certification of Election


BYLAWS OF CEDAR PARK NEIGHBORS INCORPORATED

Adopted by the Board of Directors, December, 1984 (As amended April 18, 2016)

Drafted Pursuant to the Nonprofit Corporation Law Pennsylvania Consolidated Statutes Annotated Title 15

Corporations and Unincorporated Associations 15 Pa.C.S.A. §5101 et. seq.

 

CHAPTER I. GENERAL PROVISIONS

Section 101:      Corporate  Name
The name of this corporation shall be “CEDAR PARK NEIGHBORS, INC.” (hereinafter called “Cedar Park Neighbors” or “the Corporation”), as incorporated pursuant to the Nonprofit Corporation Law of the Commonwealth of Pennsylvania, 15 Pa.C.S.A. §5101 et. seq.

Section 102:     Corporate Purpose
Cedar Park Neighbors, Inc, is incorporated as a domestic corporation–not-for–profit for the purpose of civic improvement. - 15 Pa.C.S.A. §5301

Section 103:      Official Registration
A copy of the official registration and financial information for Cedar Park Neighbors, Inc. may be obtained from the Pennsylvania Department of State by calling toll free, within Pennsylvania, (800) 732-0999. Registration does not imply endorsement. - 15  Pa.C.S.A §5507

Section 104:      Tax Exempt Status
Cedar Park Neighbors, Inc. is a tax-exempt non-profit civic association, as defined by and pursuant to the U.S. Internal Revenue Code, 26 U.S.C.A. §501(c)(3).

Section 105:      Non-Discrimination Policy
It is the policy of Cedar Park Neighbors to be open to all people and to not discriminate on the basis of race, color, religion, gender, sexual orientation, age, national origin, ancestry or disability in employment, membership, or participation in sponsored activities.

CHAPTER II: MISSION STATEMENT

Cedar Park Neighbors is an association of diverse households and businesses based in the Cedar Park neighborhood of West Philadelphia, Pennsylvania. Cedar Park Neighbors endeavors to: foster collaboration among all persons living and working in the Cedar Park neighborhood, promote community development, provide a forum for communication and community education, respond to neighborhood concerns and advocate for and promote the general welfare of the Cedar Park community.

CHAPTER III: BOUNDARIES

Section 301: “Cedar Park” Boundaries Defined
The boundaries of the Cedar Park area of University City have been established for Corporation usage as follows:

  1. 46th Street north from Kingsessing Avenue to Larchwood Avenue;

  2. Larchwood Avenue west from 46th street to 52nd Street;

  3. 52nd Street south from Larchwood Avenue to the SEPTA Regional High Speed Line right of way at  52nd   and Pentridge Streets;

  4. The SEPTA Regional High Speed Line right of way at 52nd and Pentridge Streets southeast to 49th Street and Kingsessing Avenue; and

  5. Kingsessing Avenue northeast from 49th Street to 46th Street.

Section 302: Map of Cedar Park

CHAPTER IV: THE CORPORATION

Section 401: Corporate Capacity and General Powers
Cedar Park Neighbors shall have and shall exercise all of the powers granted to it pursuant to the Nonprofit Corporation Law, and shall have and exercise all means appropriate to effect its corporate purpose. - 15  Pa.C.S.A. §§5501, 5502

Section 402: Corporate Records - 15  Pa.C.S.A. §§5508

  1. Cedar Park Neighbors shall maintain corporate records which shall include:

    1. minutes of the proceedings of Board of Directors and members meetings,

    2. the Bylaws, including all amendments,

    3. a membership register, listing the names and addresses of all members, and

    4. complete and accurate financial records.

  2. Right of Inspection

Each member shall have the right to inspect the records of the Corporation.

 

Section 403: Required Filings

The Corporation shall file all required documents with the Pennsylvania Department of State, including:

  1. Annual Report, pursuant to 15 Pa.C.S.A. §5110

      1. the Corporation shall file an Annual Report whenever a change of the members of the Board of Directors occurs.

      2. The Annual Report shall be filed no later than April 30th of the following year.

  2. Statement of Change of Registered Office, pursuant to 15 Pa.C.S.A. §5507

      1. The Corporation shall file a Statement of Change of Registered Office whenever there is a change of the location of its registered office.

      2. The Statement shall include the corporate name, the prior address, the new address, and a statement that the change was authorized by the Board of Directors.

CHAPTER V: THE BOARD OF DIRECTORS

Part 1: The Board of Directors Generally:

Section 501: Exercise of Corporate Power
The power to act on behalf of Cedar Park Neighbors shall be exercised by or under the authority of the Board of Directors (hereinafter, also referred to as “the Board”). - 15  Pa.C.S.A. §§5502(c), 5721


Section 502: Members of the Board of Directors
The Board of Directors shall be comprised of:

  1. The Officers, pursuant to Chapter VI, and

  2. The Directors-at-Large, pursuant to Chapter VII

 

Section 503: Selection of the Board of Directors

The members of the Board of Directors shall be elected by the general membership pursuant to Chapter X, except as provided in Section 524 (Interim Appointments), and Section 603(a)(2) (Duties of the Vice President). - 15 Pa.C.S.A. §5725

 

Section 504: Eligibility Requirements

  1. Each Officer and Director-at-Large shall be age 18 or older and a member of the General Membership.

  2. To be eligible to stand for election, each officer and director-at-large must be a member as of the preceding April 1 with current year’s dues paid as of that date.

  3. Residency Requirement for Officers

  1. Each Officer shall be required to be a resident within the boundaries established for Corporation usage, as defined in Chapter III.

  2. An Officer who ceases to be a resident within the boundaries established for Corporation usage shall be permitted to complete the current term of office, but shall not be eligible to serve as an Officer thereafter.

 

Section 505: Duties of the Board of Directors

The Board of Directors shall have general oversight of Cedar Park Neighbors activities, and shall:

  1. conduct the normal business of the Corporation,

  2. exercise oversight of all financial transactions,

  3. conduct all Board of Directors and General Membership meetings, and

  4. act to ensure that the needs and interests of the Community are being served by Cedar Park Neighbors.

 

Section 506: Financial Oversight

  1. The Board of Directors shall exercise financial oversight of all activities of the Corporation.

  2. The Board of Directors shall:

  1. delegate to a Budget Committee the responsibility to prepare an annual budget and submit it to the full Board for approval,

  2. review and approve the Annual Budget,

  3. review and approve all Treasurer’s reports, and

  4. provide, at its discretion, for either an outside audit or an internal review of the Treasurer’s records on an annual basis.

  1. All proposed expenditures not included in the Budget shall be presented to the Board of Directors for approval.

  2. All proposals seeking money from outside funding sources shall be presented to the Board of Directors for approval prior to submission.

  3. All checks and other negotiable instruments executed by the Corporation shall require the signatures of two Officers.

 

Part 2: Board of Directors Meetings

Section 507: Scheduled Board of Directors Meetings

The Board of Directors shall meet at a regular time and place.

 

Section 508: Open Meetings

All Board of Directors meetings shall be open to the general membership and shall allow for participation by all attending members.

 

Section 509: Rules for Conducting Board of Directors Meetings

All Board of Directors meetings shall be conducted pursuant to Robert's Rules of Order.

 

Section 510: Quorum

  1. A duly called meeting of the Board of Directors of the Corporation shall not transact business unless a quorum is present. - 15  Pa.C.S.A. §5756

  2. A quorum of the Board of Directors shall consist of a majority of its current membership - 15  Pa.C.S.A. §5727(a)

 

Section 511: Voting Rights of Officers and Directors-at-Large

On each matter before the Board of Directors, each Officer and Director-at-Large shall have one vote, except that the President shall vote only in the event of a tie. - 15  Pa.C.S.A. §5729

 

Section 512: Actions of the Board of Directors

The acts of a majority of the Officers and Directors present at a meeting at which a quorum is present shall be considered to be the acts of the Board of Directors. - 15  Pa.C.S.A. §5721

 

Section 513: Actions by Written Consent of the Board

Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if consents in writing are obtained from a majority of Board members in office. A written consent may include, but is not limited to, an email or letter. - 15  Pa.C.S.A. §5727(b)

 

Part 3: Ethical Duties of the  Board of Directors

Section 514: Accountability

Actions of the Board of Directors shall be reported to the General Membership.

 

Section 515: Fiduciary Duty

It is the duty of each member of the Board of Directors, each Committee Chair, and each Committee member to act in good faith and in the best interests of Cedar Park Neighbors while performing his or her official duties. - 15 Pa.C.S.A. §5712

 

Section 516: Presumption of Good Faith

Actions taken as a member of the Board of Directors shall be presumed to be in the best interests of the Corporation, unless there is a breach of fiduciary duty, lack of good faith, or self-dealing. - 15  Pa.C.S.A. §5716(b)

 

Section 517: Personal Liability of Board of Directors

An Officer or Director at-Large of the Corporation shall not be personally liable for monetary damages for any action taken unless:

  1. he or she has breached or failed to perform the duties of his or her office, and

  2. the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

This section shall not relieve an Officer or Director-at-Large of responsibility or liability if allegations arise pursuant to any criminal or tax laws. - 15  Pa.C.S.A. §5713

 

Section 518: Indemnification

Cedar Park Neighbors shall indemnify any person who, by reason of the fact that he or she is or was a representative of the corporation, was or is a party or is threatened to be made a party to any threatened, pending or completed legal action or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in the best interests of the Corporation. - 15  Pa.C.S.A. §5741

 

Section 519: Conflict of Interest

  1. A conflict of interest may exist whenever a financial or other personal interest of an Officer or a Director-at-Large may be or is in direct opposition to that person’s duty to act in the best interests of Cedar Park Neighbors.

  2. No Officer or Director-at-Large shall participate in any action of the Board of Directors in which that person has a direct financial or other personal interest.

 

Section 520: Recusal

An Officer or Director at Large who has a conflict of interest in an issue before the Board of Directors :

  1. shall recuse himself or herself from participation in any committee or full Board action, discussion, or vote, and

  2. shall not be counted in determining whether a quorum exists in order to take action or conduct a vote on the issue.

 

Section 521: Misuse of Authority

Any Officer, Director-at-Large, Committee Chair or Committee member shall be subject to immediate dismissal and appropriate legal proceedings for misuse of Corporation funds or use of the Corporate name for personal gain.

 

Part 4: Board Vacancies and Interim Appointments

Section 522: Absence - 15 Pa.C.S.A. §5726(b)

Upon the unexcused absence of an Officer or a Director-at-Large from either four consecutive meetings, or a total of five scheduled meetings in any twelve month period beginning June 1st and ending May 31st :

  1. the question of his or her continuance on the Board of Directors shall be raised at the next scheduled Board meeting,

  2. A letter shall be sent to the absent Officer or a Director-at-Large advising him or her of the absences and inquiring whether he or she wishes to continue serving on the Board of Directors,

  3. The absent Officer or a Director-at-Large must resume attendance or send a letter stating his or her intention to continue service,

  4. If there is no response from the absent Officer or Director-at-Large by the date of the next scheduled Board meeting, the absent Officer or Director-at-Large shall be automatically removed, and

  5. The absent Officer or a Director-at-Large shall receive written notice of his/her removal from the Secretary.

 

Section 523: Dismissal

Any Officer or Director-at-Large may be dismissed from office for cause.

    1. Written notice shall be mailed by the Secretary at least two weeks in advance to:

  1. the Officer or Director-at-Large being considered for dismissal, and

  2. all other members of the Board of Directors.

    1. Written notice shall state:

  1. that the Officer or Director-at-Large is being considered for dismissal.

  2. the reason for the action being taken, and

  3. the time and place of the meeting scheduled to consider the dismissal.

    1. Dismissal shall require:

  1. a quorum, except that the Officer or Director-at-Large being considered for dismissal shall not be counted in determining whether a quorum exists.

  2. a two-thirds vote of the members of the Board of Directors present at the meeting, except that the Officer or Director-at-Large being considered for dismissal shall not be entitled to vote on the question of his or her dismissal.

 

Section 524: Interim Appointments - 15 Pa.C.S.A. §§5725(c), 5732

  1. The President, with the approval of the Board of Directors, shall be authorized to appoint persons to serve out the unexpired terms of Officers and Directors-at- Large who are no longer on the Board of Directors.

  2. The appointment shall begin on the date of Board approval.

  3. The appointment shall expire on the date that the term of the previous Officer or Director was due to expire.

CHAPTER VI: OFFICERS

Section 601: Titles of Officers

The titles of the Officers of Cedar Park Neighbors shall be:

  1. The President,

  2. The First Vice President,

  3. The Second Vice President,

  4. The Secretary, and

  5. The Treasurer.

 

Section 602: The President

The President shall:

  1. act for the Board of Directors and the membership in the normal business of the Corporation,

  2. preside at Board of Directors and General Membership meetings,

  3. call special meetings,

  4. appoint committees and their chairpersons, and

  5. submit an annual report of activities to the membership at the Annual Meeting.

 

Section 603: The First and Second Vice Presidents

  1. The First Vice President shall:

    1. assume the duties and responsibilities of the  President in the event of the President’s absence, or

    2. assume the Office of President in the event of the President’s incapacity or resignation.

 

  1. Each Vice President shall:

    1. act for the Board of Directors and the membership in the normal business of the Corporation as delegated by the President, and

    2. assist in the chairing of Board of Directors and General Membership meetings.

 

Section 604: The Secretary

The Secretary shall:

  1. record the minutes of all meetings,

  2. act as the custodian of all Corporation records (except those specifically assigned to other Officers or Directors-at-Large),

  3. maintain a register of all members,

  4. notify Officers, Directors-at-Large, committee chairpersons, and committee members of their appointment,

  5. give notice of all regular and special meetings as necessary,

  6. conduct the correspondence of the Corporation,

  7. file all documents, etc. in accordance by the Non Profit Corporation Law of the Commonwealth of Pennsylvania, and

  8. transfer all records to a new secretary upon completion of the term of office.

 

Section 605: The Treasurer

The Treasurer shall

  1. be responsible for all financial transactions of the Corporation,

  2. be responsible for the receipt of all money for the Corporation and its deposit in bank accounts in the name of the Corporation,

  3. issue financial reports to the Board of Directors at each Meeting,

  4. issue timely reports of committee financial transactions, pursuant to Section 805.

  5. maintain accurate records,

  6. issue an Annual Report in accordance with the Pennsylvania Nonprofit Corporation Law at the Annual Meeting,

  7. File all documents as required by the Internal Revenue Service, and

  8. transfer all records to a new Treasurer upon completion of the term of office.

 

Section 606: Executive Board

  1. The Executive Board shall consist of the Officers of the Corporation.

  2. The Executive Board may meet from time to time as convened by the President.

 

Section 607: Terms of Office

  1. Each Officer shall be elected for a term of one year, except as provided in Section 603(a)(2) (Duties of the Vice President), and Section 524 (Interim Appointments).

  2. The term of office shall begin on June 1st of the year of election.

  3. The term of office shall expire on May 31st of the following year.

  4. The President shall serve no more than four consecutive one year terms at any one time; however, this shall not preclude a former President from serving a subsequent term as President as long as there is an interruption of service of at least one term.

  5. A First Vice President who served out the unexpired term of the previous President pursuant to §603(a)(2) shall be entitled to be elected to four full consecutive one year terms.

  6. The term of office of an Officer shall be governed by the Bylaws then in effect on the day the Officer took office.

Chapter VII:   DIRECTORS-AT-LARGE

 

Section 701: Number of Directors-at-Large

There shall be a minimum of 10 and a maximum of sixteen (16) Directors-at-Large.

 

Section 702: Duties of Directors at Large

Each Director-at Large shall:

  1. attend Board of Directors and General Membership meetings,

  2. actively participate in discussions of issues before the Board of Directors,

  3. vote on motions and resolutions before the Board of Directors,

  4. perform in a prompt and timely fashion any responsibilities delegated to him/her by the President or by  the Board of Directors,

  5. serve on Committees of the Board, pursuant to §802, and

  6. actively participate in events of the Corporation.

 

Section 703 Terms of Office - 15  Pa.C.S.A. §5724

  1. Each Director-at-Large shall be elected for a term of two years, except as provided in Section 524 (Interim Appointments).

  2. A maximum of eight (8) directors shall be elected each year.

  3. The term of office will begin on June 1st of the year of election.

  4. The term of office will expire on May 31st of the second following year.

  5. The term of office of a Director-at Large shall be governed by the Bylaws then in effect on the day the Director-at-Large took Office.

 

Section 704: Committee Assignments

Each Director at Large may be assigned by the President to serve on a Standing Committee of the Board.

CHAPTER  VIII: COMMITTEES

 

Section 801: Delegation of Board Responsibilities to Committees

The powers and duties of the Board of Directors may be delegated to a committee of the Board for further action on a specific issue or activity. - 15  Pa.C.S.A. §5731

 

Section 802: Designation and Selection of Committees

Committees shall be designated and selected by the President with the advice and consent of the Board of Directors.

 

Section 803: Types of Committees

Committees may be designated as standing or ad hoc:

  1. Standing committees may be created for the purpose of administering permanent and/or ongoing programs or activities of the Corporation.

  2. Ad hoc committees may be formed for a limited time for the purpose of administering temporary activities or handling emergency situations.

 

Standing Committee Structure

 

OFFICERS----------------------------BOARD- ---------------------DIRECTORS (EXEC BOARD) | AT LARGE

STANDING  COMMITTEES

|

----------------------------------------------------------

| |

AMINISTRATIVE PROGRAM

COMMITTEES COMMITTEES

 

Section 804: Committee Reports

Each committee chairperson shall issue timely reports to the Board of Directors.

 

Section 805: Committee Financial Transactions

  1. The committee chairman shall submit a budget of projected expenses and/or anticipated revenues to the Board of Directors for approval.

  2. All committee financial transactions are to be conducted through the Treasurer:

  1. All funds solicited from outside funding sources shall be payable to “CEDAR PARK NEIGHBORS” and forwarded to the Treasurer for deposit in the Corporation’s bank accounts.

  2. All bills incurred by the committee shall be forwarded to the Treasurer for payment.

  3. Any funds advanced by a committee member for an approved project shall be reimbursed with proper documentation of the expense.

  1. The Treasurer shall prepare income and expense reports for the committee and provide them to the committee chairman.

CHAPTER  IX: GENERAL MEMBERSHIP

 

Part 1: Membership Rights

Section 901: Eligibility for General Membership

All persons living, working, or interested in the area served by Cedar Park Neighbors are eligible for membership.

 

Section 902: Categories of General Membership

The categories of general membership shall include:

  1. Individual,

  2. Household, which shall consist of two members,

  3. Business,

  4. Institutional, which may include but is not limited to educational, religious, governmental or similar entities, and

  5. Honorary, which may be awarded from time to time at the discretion of the Board of Directors.

 

Section 903 Voting Rights of General Members - 15 Pa.C.S.A. §5758

  1. Individual, Institutional and Business memberships entitle one member to cast one vote.

  2. Household membership entitles two members to cast one vote each.

  3. Honorary membership does not entitle the honorary member to vote.

 

Section 904: Dues - 15 Pa.C.S.A. §5544

  1. The Board of Directors shall levy membership dues upon each category of membership, except that honorary membership shall not be subject to dues.

  2. The Board of Directors shall determine the amount of dues for each category of membership.

  3. Dues shall be payable on an annual basis.

 

Section 905 Liability of General Members

The general members of Cedar Park Neighbors shall not be personally liable, solely by reason of being a member, for a debt, liability or obligation of the Corporation, or for the acts of any member or representative of the Corporation.

15 Pa.C.S.A. §5552(a)

 

Part 2: Notice and Meetings

Section 906: Notice of Meetings - 15 Pa.C.S.A §§5702 -5704

  1. Reasonable notice of General Membership meetings shall be made available to the general membership in a timely manner.

  2. At the beginning of each Board of Directors term, a complete schedule of Board of Directors meeting dates shall be made available to the general membership.

 

Section 907: Scheduled General Membership Meetings - 15 Pa.C.S.A. §5755(a)

The Board of Directors shall call an Annual Meeting, and a minimum of one other General Membership Meetings each year.

 

Section 908: Agenda of General Membership Meetings

The agenda of General Membership Meetings may include

  1. topics of community interest or concern,

  2. amendment of the Bylaws, pursuant to Chapter XI, and/or

  3. other business of the Board of Directors.

 

Section 909: Annual Meeting

  1. The Annual Meeting of the Corporation shall take place during the month of April.

  2. In addition to the provisions of Section 908, there shall be mandatory business of the Annual Meeting, which shall include:

  1. Annual Election of Officers and Directors-at-Large, pursuant to Chapter X,

  2. President’s Annual Report of the Corporation, pursuant to §602(e), and 15 Pa.C.S.A.  Sec 5553

  3. Treasurer’s Annual Report, pursuant to §605(f)

 

Section 910: Special Meetings - 15 Pa. C.S.A. §5755(a)

Special meetings of the general membership may be called at any time at the request of:

  1. any officer,

  2. any five members of the Board, or

  3. any five members.

 

Section 911: Quorum - 15  Pa.C.S.A. §5756

  1. A duly called meeting of the members of the Corporation shall not transact business unless a quorum is present.

  2. Meetings of the General Membership shall be deemed to have a quorum when there is present:

  1. a quorum of the Board of Directors, pursuant to Section 510(b), and

  2. the lesser of ten percent of the general membership or 25 members.

 

Section 912: Actions of the Membership - 15  Pa.C.S.A. §5721

The acts of a majority of the members present at a meeting at which a quorum is present shall be considered to be the acts of the membership.

CHAPTER X: ELECTIONS

Part 1: General Provisions

Section 1001:   Election of Board of Directors

The election of Officers and Directors-at-Large shall be held in April of each year at the Annual Meeting of the Corporation.

 

Section 1002:   Eligibility to Vote  - 15  Pa.C.S.A. §5761(a)

  1. All voting classes of members of the Corporation whose membership dues are current shall be eligible to vote.

  2. Individuals who join and pay their dues on the day of the election are eligible to vote.

 

Section 1003: Notice of Election

Reasonable notice of the election shall be made available to the general membership in a timely manner. Notice shall include:

  1. the date and time of the election and the location of the polling site, and

  2. the slate of candidates for office.

 

Part 2: Nomination of Candidates

Section 1004: Nominating Committee - 15  Pa.C.S.A.  §5725(e)[Directors];  §5732(e)[Officers]

  1. A Nominating Committee of not less than three persons shall be appointed no later than January of each year.

  2. The Nominating Committee shall:

  1. seek  out and interview qualified candidates, and

  2. make a written report that is disseminated to the general membership prior to the election.

 

Section 1005:   Nominations From the Floor - 15  Pa.C.S.A. §5725(e)[Directors]; §5732(e)[Officers]

Additional nominations may be made from the floor at the March Board of Directors meeting and, if seconded, shall be included on the final ballot provided that any individual who seeks election meet the eligibility requirements as described in Section 504.

 

Section 1006: Certification of Candidates

Prior to April 1st, the Secretary shall certify that all candidates qualify for office pursuant to Section 503 (Eligibility Requirements).

 

Part 3: Election Procedure

Section 1007:    Election Committee

  1. An Election Committee consisting of not less than three Judges of Election shall be appointed to conduct the balloting at the annual election.

  2. The Judges of Election shall not themselves be candidates in the current election. - 15  Pa.C.S.A. §5762(1)

  3. The Election Committee shall:

  1. print ballots,

  2. distribute ballots to eligible voters,

  3. implement the procedures governing balloting,

  4. hear and determine all challenges and/or questions arising in connection with the right to vote,

  5. maintain the secrecy and security of the ballot and the ballot box,

  6. count and tabulate the votes cast on each ballot,

  7. report the results of the election, and

  8. perform their duties impartially and in good faith

 

Section 1008:   List of Eligible Voters

Prior to the date of the Annual election, the Secretary shall deliver to the Election Committee a list of those members who are eligible to vote in the current election.  Individuals who join the Organization as members on the date of the elections shall be eligible to vote and shall be added to the list of eligible voters.

15  Pa.C.S.A. §5758(e)

 

Section 1009:   Secret Ballot

All votes shall be cast by secret ballot.

 

Section 1010:   The Ballot

  1. The ballot shall list each office, the total number persons to be elected for each office, and the name(s) of each candidate for each office.

  2. The Election Committee may choose to implement various security measures to ensure the integrity of the ballot.

 

Section 1011:   Method of Balloting

Ballots shall be cast in person at the Annual Meeting.

 

Section 1012:   Ballot Procedure

  1. Polling Site

  1. The Election Committee shall set up a polling site, set apart from the other business of the Annual Meeting, from which the election shall be conducted.

  2. The polling site shall have:

      1. a list of those members who are eligible to vote,

      2. ballots,

      3. a secure ballot box, which shall not be left unattended while the election is being conducted, and

      4. a clearly posted sign announcing the time when the polling site will close.

  1. No further ballots shall be accepted after the polling site has closed.

 

  1. Issuance of the Ballot

  1. Each member shall identify himself or herself to the Election Committee.

  2. The Election Committee shall determine from the list of members eligible to vote in the current election whether the member in question is eligible to vote.

  3. Each eligible member shall be issued one ballot.

  4. The Election Committee shall check off the member’s name as having been issued a ballot.

  5. A member shall not be issued a second ballot at the polling site if his or her name has already been checked off as having been issued a ballot.

  1. Return of the Completed Ballot

The member shall return the completed ballot to the polling site

  1. The Election Committee shall check off the member’s name as having returned the ballot.

  2. The member shall place the completed ballot in the ballot box for counting.

  3. A member shall not be permitted to place the ballot in the ballot box if his or her name has already been checked off as having returned a ballot.

  4. A ballot returned after the polling site has closed shall not be accepted.

 

Section 1013:   Counting of Ballots

All ballots cast in accordance with these rules shall be counted.

 

Section 1014:   Election Committee Record Keeping

The Election Committee shall keep for a reasonable time after the current election all counted ballots.

 

Section 1015:   Election by Plurality

Election of candidates shall be by a plurality of votes cast.

 

Section 1016:   Certification of Election

The Secretary shall issue an Election Certificate, certifying the final results of the election.

See Appendix for Election Certificate

CHAPTER XI:   THE BYLAWS

 

Section 1101:   Contents of the Bylaws

The Bylaws may contain any provisions for managing the business or regulating the affairs of the Corporation that are not inconsistent with law or the Articles of Incorporation.

15 Pa.C.S.A. §§1504, 1505, 5504, 5505

 

Section 1102:   Power to Adopt, Amend, or Repeal  the Bylaws

The members entitled to vote shall have the power to adopt, amend, or repeal the Bylaws of Cedar Park Neighbors.

 

Section 1103:   Proposed Amendments of the Bylaws

  1. Individual Revisions:

  2. Individual amendments to the Bylaws may be submitted to the Board of Directors at any meeting.

  3. Major Revisions:

  1. Major revisions of the Bylaws shall be proposed by a Bylaws Committee.

  2. The Bylaws Committee shall draft proposed Bylaws changes and submit a final report to the Board of Directors for review and approval.

 

Section 1104:   Board of Directors Review and Recommendation of  Proposed Amendments

  1. The Board of Directors shall review all proposed Bylaws changes, and recommend any further revisions.

  2. The Board of Directors shall vote to recommend a final draft of the proposed Bylaws changes.

  3. The Board of Directors shall issue a report on the proposed Bylaws changes.

  4. The final draft of the proposed Bylaws changes shall be submitted to the membership for approval at the next scheduled General Membership meeting.

 

Section 1105:   Notice to Members of Proposed Amendment of the Bylaws

  1. Written notice shall be given to each member entitled to vote that a purpose of any General Membership meeting is to consider proposed changes to the Bylaws.

  2. The notice shall make available a copy of the proposed changes and the Board of Directors’ recommendations.

 

Section 1106:   Approval by the General Membership

  1. At the General Membership Meeting following the Board's report, the proposed amendments shall be raised for discussion and/or approval by the members.

  2. Approval of the proposed Bylaws amendments shall be by a two-thirds vote of those present.

 

Section 1107:   Effective Date of the Adoption, Amendment or Repeal of the Bylaws

Any change in the Bylaws shall take effect on the date it is approved by the vote of the General Membership, except that any amendment of the Bylaws that changes the terms or conditions of office of any incumbent Officer or Director-at-Large shall not take effect as to that Officer or Director-at-Large during the remainder of his or her term.

 

APPENDIX
Certification of Election 

 

I. RESULTS OF MEMBERSHIP ELECTION:

Pursuant to the Bylaws of Cedar Park Neighbors, the following persons have been elected as an OFFICER of the Cedar Park Neighbors Board of Directors, after a duly held election conducted on April 18, 2016. These persons will serve a ONE (1) year term which begins on June 1, 2016, and which expires on May 31, 2017 (number of votes in parentheses):

 

Name (   ) President

Name (   ) 1st  Vice President

Name (   ) 2nd  Vice President

Name (   ) Secretary

Name (   ) Treasurer

 

Pursuant to the Bylaws of Cedar Park Neighbors, the following EIGHT (8) persons have been elected as a DIRECTOR-AT-LARGE of the Cedar Park Neighbors Board of Directors, after a duly held election conducted on April 18, 2016. These persons will serve a TWO (2) year term which begins on June 1, 2016, and which expires on May 31, 2018 (number of votes in parentheses):

Name (   )
Name (   )
Name (   )
Name (   )
Name (   )
Name (   )
Name (   )
Name (   )

 

II CONTINUATION OF SERVICE:

Pursuant to the Bylaws of Cedar Park Neighbors, the following SIX (6) persons were previously elected as a DIRECTOR-AT-LARGE of the Cedar Park Neighbors Board of Directors, after a duly held election conducted on April 20, 2015. These persons will  serve the remaining one-year of a two (2) year term which previously began on June 1, 2015, and which will expire on May 31, 2017:

Name
Name
Name
Name
Name
Name
Name
Name
 

Pursuant to the Bylaws of Cedar Park Neighbors, the following TWO (2) persons have been Appointed to serve out the UNEXPIRED TERM of a former DIRECTOR-AT- LARGE of the Cedar Park Neighbors Board of Directors. These persons will serve a ONE (1) YEAR TERM which expires on May 31, 2017.

Name
Name

Secretary, Cedar Park Neighbors (Date)