Epernay Civic Association Bylaws

The below Bylaws are the proposed Bylaws for the formation of The Epernay Civic Association. These are the tentative Bylaws that are currently under consideration to be submitted for consideration of the IRS and the State of Ohio for us to officially establish The Epernay Civic Association. Once we’ve been approved, we will share the finalized Bylaws here. If you have any questions or concerns, please contact us.

ARTICLE I
GENERAL

Section 1.1 General. The name of the corporation shall be “The Epernay Civic Association, Inc.” (the “Association”). The Association is an Ohio not-for-profit corporation.

Section 1.2 Purposes. To promote the best interests of the residents of the Epernay subdivision, which is located in the City of Galloway, State of Ohio, in better community living through taking cognizance of matters of community interest pertaining to government; education; public utilities and facilities (including streets, sidewalks, signs, and lighting); public safety and protection; zoning (including local deed restrictions); social, recreational, and cultural endeavors; and any other matters of general community interest that may be brought to the attention of the Board of Directors.

Section 1.3 Expenditures. No funds of the Association shall be spent for any purpose other than one consistent with the purposes of the Association.

ARTICLE II
MEMBERSHIP

Section 2.1 Membership. Membership shall be open to all adult residents of the Epernay subdivision.

Section 2.2 Membership in Good Standing. To be a member in good standing a member shall reside in a household within the subdivision that has paid the prescribed dues.

ARTICLE III
DUES

Section 3.1 Annual Dues. The annual dues of each household of the Epernay subdivision shall be set by the Board of Directors. Dues are payable on the first day of each calendar year. New residents who move in after October 1 and pay their dues prior to the end of the calendar year will have their dues applied to the following calendar year as well.

Section 3.2 Changes in Annual Dues. Any changes in the amount of the annual dues must be made by the Board of Directors before the Annual Meeting, and notice given at the Annual Meeting. On motion made and seconded, a majority vote of the members in good standing present at the Annual Meeting may establish a different amount.

ARTICLE IV
BOARD OF DIRECTORS

Section 4.1 Powers. Except as specifically provided in these Regulations (these “Regulations”), the Articles of Incorporation of the Association and the laws of the State of Ohio, all the corporate power and authority of the Association shall be exercised by the Board of Directors (the “Board”), and all property, assets and business of the Association shall be subject to the Board’s direction and control.

Section 4.2 Classes and Number of Directors. The Directors shall be divided into three classes, as nearly equal in number as possible, each class serving staggered three year terms. There shall be not less than 4 Directors and not more than 12 Directors on the Board.

Section 4.3 Election and Terms of Directors. The Board Membership Committee (as defined in Section 7.2) shall nominate all candidates to serve as Directors. Only members in good standing are eligible to serve as Directors. All Directors shall be elected by the Board. Directors elected at an Annual Meeting (as defined in Section 5.1) shall serve a term commencing at 12:01 a.m. on the May 1 immediately succeeding their election and ending at 12:00 Midnight on the third succeeding April 30.

Section 4.4 Removal of a Director. A Director may be removed from the Board for cause upon an affirmative vote for removal by three-fifths of all Directors.

Section 4.5 Resignation of a Director. A Director, other than the President (as defined in Section 6.4), may resign at any time by delivering a written resignation to the President. The President may resign at any time by delivering a written resignation to the Board. The President shall notify the other Directors of any resignation 30 days prior to its occurrence.

Section 4.6 Vacancies. If the position of a Director is vacant for any reason, the Board shall be entitled to fill the vacancy for the remainder of the term of such Director.

Section 4.7 Compensation and Expenses. Directors shall receive no compensation for serving as Directors or as any officer of the Association. The Association may reimburse Directors and officers for reasonable expenses necessary for the execution of their duties.

Section 4.8 Indemnification. The Association shall indemnify any officer, Director or former Director for expenses, including attorney’s fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by reason of being such officer, Director or former Director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, administrative or investigative to the full extent permitted by law.

The Association shall not indemnify any officer, Director or former Director pursuant to this Section 2.9 if (a) such indemnification would cause the Association to fail to obtain or retain an exemption from federal income taxation under Section 501(c) of the Internal Revenue Code of 1986, as amended, or (b) in respect to any claim, issue or matter asserted in any action or suit to which the officer, Director or former Director is determined to have acted with reckless disregard for the best interests of the Association or misconduct (except negligence) in the performance of such officer’s, Director’s or former Director’s duties to the Association, unless and only to the extent, that a court of competent jurisdiction determines upon application that, despite the determination of reckless disregard or misconduct, and in view of all the circumstances, such officer, Director or former Director is fairly and reasonably entitled to indemnity to the extent the court determines proper.

Section 4.9 Insurance. The Association may purchase and maintain insurance or furnish similar protection, including, but not limited to, trust funds, letters of credit or self-insurance, on behalf of any officer, Director or former Director, against any liability asserted against an officer, a Director or former Director and incurred in such capacity, whether or not the Association has the obligation or the power to indemnify such officer, Director or former Director pursuant to Section 4.8.

ARTICLE V
MEETINGS OF THE BOARD

Section 5.1 Annual Meeting. The Board shall hold a meeting in April of each year (the “Annual Meeting”). The date, time and place for the Annual Meeting shall be determined by the President not later than the 15th day of the immediately preceding March. If the President fails to set a date, time and place for the Annual Meeting by that March 15, any three Directors may set the date, time and place for the Annual Meeting.

Section 5.2 Other Meetings. The Board shall hold a regular meeting in each of the following three-month periods in each year: July through September, October through December and January through March. The date, time and place of those meetings shall be determined by the President. Other regular meetings of the Board may be held at such times and places as determined by the Board or by the President. Special meetings of the Board may be held at such times and places as determined by the President or any three Directors.

Section 5.3 Presence and Quorum. Directors may participate in meetings of the Board in person or by telephone or similar communication equipment if all the Directors participating in a meeting may simultaneously hear all the other Directors participating in the meeting. A Director participating in a meeting in person or by telephone or similar communication equipment shall be present at the meeting for all purposes, including for constituting a quorum and for voting. The presence of one-half of all the Directors at a meeting shall constitute a quorum, and all matters of the Association, except for those matters for which a greater percentage is specified in these Regulations, may be determined by a majority of the quorum in attendance at a meeting. No matter of the Association may be determined at a meeting of the Board at which a quorum is not present.

Section 5.4 Notice of Meeting. Notice of all meetings of the Board shall be delivered to each Director at least two days prior to a meeting, in person, by mail or by email, at the Director’s address as it appears in the records of the Association. Notices of regular meetings of the Board shall be sent by the President or the Secretary (as defined in Section 6.6) or their designee. Notices of special meeting of the Board shall be sent by the Director or Directors determining the time of the meeting. Notice of all meetings of the Board shall be delivered to each member of the Epernay subdivision at least two days prior to a meeting by email, if an email address has been provided to the Secretary, or by posting on signs near the entrances to the Epernay subdivision.

Section 5.5 Waiver of Notice. Any Director or member may waive, in writing, notice of the time and place of any meeting of the Board, either before or after the meeting is held. Such written waiver shall be filed with or entered upon the Association’s records of the meeting. The attendance of any Director or member at any meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by such Director or member of notice of such meeting.

Section 5.6 Voting Rights of Members in Good Standing. All members in good standing present at meetings of the Board shall be entitled to vote on each matter properly submitted for a vote.

Section 5.7 Action by Board Without Meeting. Any action which may be authorized or taken at a meeting of the Board also may be taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the Directors. Any such writing or writings shall be filed with or entered upon the records of the Association.

ARTICLE VI
OFFICERS

Section 6.1 Officers. The Officers shall consist of a President, a Vice President, a Treasurer, and a Secretary. Any Director may nominate a candidate for any office.

Section 6.2 Terms. The Officers shall serve one-year terms but may be re-elected to office at the Annual Meeting.

Section 6.3 Vacancy. If the office of the President becomes vacant because of death, resignation or removal of the President as a Director, the Vice President shall succeed to the office of the President, and the office of the Vice President shall become vacant. When the Vice President assumes the office of the President because of a vacancy, the term of that President ends when the term of his or her successor as President commences. If the office of the Vice President is vacant at the time the office of the President becomes vacant, the Board shall elect a Director as President for a term commencing immediately after that election and ending when the term of his or her successor as President commences.

If the office of the Treasurer or Secretary becomes vacant because of death, resignation or removal of the Treasurer or the Secretary as a Director or officer, the Board shall elect an individual as the Treasurer or Secretary, as appropriate, for a term commencing immediately after that election and ending when the term of his or her successor commences.

Section 6.4 President of the Board. The President of the Board (the “President”) shall preside at all meetings of the Board and the Executive Committee. The President shall, subject to the direction of the Board, have general supervision, direction and control of the business and officers of the Association. The President shall be an ex officio member of all standing committees. The President shall have the general powers and duties usually vested in the President of a nonprofit corporation under the laws of the State of Ohio, including the authority to execute documents and agreements on behalf of the Association, and shall have such other powers and duties as may be prescribed by the Board or these Regulations.

Section 6.5 Vice President. The “Vice President” shall be a member of the Executive Committee and shall have such other powers and duties as may be prescribed by the Board or as may be delegated by the President. In the event of the absence or disability of the President, or when circumstances prevent the President from acting, the Vice President shall perform the duties of the President.

Section 6.6 Secretary. The “Secretary” shall be a member of the Executive Committee and shall attend, and keep the minutes of, all meetings of the Board and the Executive Committee. The Secretary shall keep such books as may be required by the Board and shall give notices of all regular meetings of the Board; provided, however, that the Director or Directors empowered to call meetings of the Board may, at his, her or their option, give such notice. The Secretary shall have such other powers and duties as may be prescribed by the Board.

Section 6.7 Treasurer. The “Treasurer” shall be a member of the Executive Committee and shall receive and have charge of all funds and investments of the Association. The Treasurer shall keep accurate financial accounts of the Association. The Treasurer shall chair the Finance Committee (as defined in Section 7.3). The Treasurer shall have such other powers and duties as may be prescribed by the Board.

Section 6.8 Other Officers. The Board may at any time elect or appoint any other officer of the Association and prescribe the qualifications, responsibilities, authority and term of such officer. Any officer may hold two or more offices concurrently.

Section 6.9 Resignation as Officer. The resignation of the President, the Vice President, the Treasurer, the Secretary or any other officer of the Association shall be effected in the same manner as the resignation of a Director as provided in Section 4.5. The resignation of the President, the Vice President, the Secretary or the Treasurer from their respective office shall not be deemed his or her resignation as a Director unless specifically set forth in the written resignation.

ARTICLE VII
COMMITTEES

Section 7.1 Executive Committee. A committee (the “Executive Committee”), consisting of the President, the Vice President, the Treasurer, the Secretary and such other Board members as are nominated by the President and elected by the Board, shall possess and exercise all the powers of the Board during the intervals between meetings of the Board, except as may be specifically limited from time to time by the Board; provided, however, the Executive Committee shall not have the power to amend these Regulations or fill vacancies on the Board. The presence of a majority of the members of the Executive Committee at a meeting shall constitute a quorum, and all matters of the Committee may be determined by a majority of the quorum in attendance at the meeting. The minutes of each meeting, and of all actions, of the Executive Committee shall be reported to the Board at the first Board meeting immediately following each such meeting or action, and all actions of the Executive Committee shall be subject to revision or confirmation by the Board, except the Board may not revise an action of the Executive Committee that affects the rights of a third party. The President shall chair the Executive Committee and the Secretary shall serve as the secretary of the Executive Committee.

Section 7.2 Board Membership Committee. A committee (the “Board Membership Committee”) shall be responsible for identifying and recruiting individuals to serve as Directors. The Board Membership Committee shall present and nominate a slate of candidates to serve as Directors to the Board at the Annual Meeting and may nominate and present a candidate to serve as a Director at any meeting of the Board. The Board Membership Committee shall also be responsible for orientation of new Directors, Director retention, and recommending criteria and expectations for Board members. The Board Membership Committee may recommend amendments to these Regulations to the Board as it deems advisable.

Section 7.3 Finance Committee. A committee (the “Finance Committee”) shall be responsible for developing fiscal procedures, fiscal development plans, annual budgets, and periodic financial reports for presentation to the Board. Once such procedures, plans and budgets are approved by the Board, the Finance Committee shall monitor their implementation. The Treasurer shall chair the Finance Committee, consisting of Directors and/or members in good standing who are not Directors.

Section 7.4 Audit Committee. A committee (the “Audit Committee”) shall be responsible for auditing or for coordinating and reviewing the findings of any audits of the Association. The Vice President shall chair the Audit Committee, consisting of Directors and/or members in good standing who are not Directors.

Section 7.5 Other Committees. The Board or the President may at any time create other committees and appoint the members thereof, consisting of Directors and/or members in good standing who are not Directors. The Board may prescribe or limit the responsibilities and authority of such committees.

Section 7.6 Chairs and Members. Except for the Executive Committee and the Finance and Audit Committee, the President shall appoint the chair of each committee, and the chair of a committee shall preside at all meetings of the committee. In the absence of the chair at any committee meeting, the committee may elect a temporary chair to preside at the meeting. Except for the Executive Committee, and unless specifically otherwise determined by the Board, each committee shall consist of its chair and such other individuals (who may be Directors or members in good standing) invited by the President to serve on such committee.

Section 7.7 Meetings and Notice. A Director may attend any meeting of any committee. A meeting of any committee may be called by its chair or the President. Written notices of all meetings of all committees shall be delivered to each Director at least two days prior to a meeting by the person calling the meeting, in person, by mail or by email, at the Director’s or committee member’s address as it appears in the records of the Association. The minutes or a report of each meeting of a committee shall be reported to the Board no later than the next meeting of the Board immediately following a meeting of a committee.

Section 7.8 Waiver of Notice. Any committee member may waive, in writing, notice of the time and place of any meeting of any committee, either before or after the meeting is held. Such written waiver shall be filed with or entered upon the committee’s records of the meeting. The attendance of any committee member at any meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by such Director of notice of such meeting.

Section 7.9 Action by Committee Without Meeting. Any action which may be authorized or taken at a meeting of any committee may be taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the members of the committee. Any such writing or writings shall be filed with or entered upon the records of the committee.

Section 7.10 Presence and Quorum. Members of a committee may participate in meetings of a committee in person or by telephone or similar communication equipment if all the individuals participating in a meeting may simultaneously hear all the other individuals participating in the meeting. A committee member participating in a meeting in person or by telephone or similar communication equipment shall be present at the meeting for all purposes, including for constituting a quorum and for voting. The presence of three committee members at any committee meeting, except for the Executive Committee, shall constitute a quorum, and all matters of a committee shall be determined by a majority of the quorum in attendance at a meeting. No matter of a committee may be determined at a meeting at which a quorum is not present.

ARTICLE VIII
ARTICLES OF INCORPORATION

Section 8.1 Subject to Articles of Incorporation. These Regulations are at all times subject to the provisions of the Articles of Incorporation of the Association. A majority of all Directors may authorize and direct the amendment of the Articles of Incorporation of the Association.

ARTICLE IX
MISCELLANEOUS

Section 9.1 Fiscal Year. The fiscal year of the Association shall commence at 12:01 a.m. of each January 1 and shall end at 12:00 Midnight of the immediately succeeding December 31.

Section 9.2 Corporate Seal. The Association shall not have a corporate seal.

Section 9.3 Check, Drafts, Notes and Contracts. The Board shall, from time to time, determine who is authorized, on behalf of the Association, to (a) execute checks, drafts or other orders for payment of money, (b) execute acceptances, notes or other evidences of indebtedness and (c) execute and deliver contracts and other documents and instruments.

Section 9.4 Conflicts of Interest. The Directors shall adopt a Board policy regarding conflicts of interest.

ARTICLE X
AMENDMENTS

Section 10.1 Amendments. These Regulations, and any amendments of these Regulations, may be amended, revised, superseded or repealed by the Board at any meeting of the Board so long as the notice of the meeting of the Board at which any such action is contemplated shall state that the proposed action is one of the purposes of the meeting and shall include the text of the proposed action. These Regulations, and any amendments to these Regulations, may only be amended, revised, superseded or repealed by an affirmative vote of a majority of Directors at any meeting at which a quorum is present.