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Bylaws of CVCA
Revised July 16, 2004
Previous Revisions: May 1988, July 1997

ARTICLE I – NAME

The name of this Association is: The Carroll Valley Citizens Association, Inc., incorporated under the Membership Corporation Laws of the Commonwealth of Pennsylvania, on May 3, 1973.

ARTICLE II –PURPOSE

Sec.1 To provide a community forum for the consideration of social, cultural, environmental and developmental affairs, and other matters of mutual concern.

Sec.2 To protect and promote the best interests of the residents of the area hereinafter set forth.

Sec. 3 To promote and strive for the improvement and betterment of all facilities and services within the area.

Sec.4 To promote and encourage a better community and civic spirit, and to foster good will and friendship between the residents of said area.

Sec.5 To cooperate with state, county, township and borough officials and with other civic and public organizations for the general welfare of the entire community of Carroll Valley.

Sec.6 To accept, buy, sell and transfer property for the good of the Association and the community.

ARTICLE III – AREA

Sec.1 The geographic areas served by the said Association shall be that described for the Borough of Carroll Valley.

ARTICLE IV – MEMBERSHIP

Sec. 1 Any adult, age 18 or older, who makes application and subscribes to the purposes of the Association, shall be eligible for membership. The membership year is from Jan. 1 through Dec. 1. A corporation or other organized entity cannot hold membership.

Sec.2 Obligations and Duties: Each member, as evidenced by application for admission to the Association, agrees to abide by all the terms and conditions set forth in these bylaws and the regulations and limitations promulgated by its duly elected officers.

ARTICLE V – DUES and FINANCES

Sec. 1 Annual per member dues, in the amount as determined by the Board of Directors, shall accompany each application for membership.

Sec.2 Application for annual renewal of membership shall be sent or otherwise made available to every member of record, plus the other property owners within the Borough of CV by Nov.30.

Sec.3 Applications for initial membership received after Oct.1 will cover the balance of the current year plus the following year.

Sec.4 Any member not submitting an application for membership renewal by Feb.28 of the new year shall be ineligible to vote at any meeting until proper renewal and payment of dues is made.

Sec.5 The funds of the Association consisting of annual dues, receipts from special activities or contributions, or any other source, shall be deposited or kept in a Federally insured account as directed by the Board of Directors.

Sec.6 The fiscal year of the Association shall be from January 1 through Dec.31.

The preliminary budget plan of the next year shall be available for review at the Oct. meeting of the current year. A final budget shall be approved at a membership meeting before the beginning of the new fiscal year.

The Board of Directors may authorize movement of funds within budget categories they determine reasonable and appropriate within the purposes of the Association, so long as expenditures do not exceed the total amount of the yearly budget approved by the membership. The budget may be amended by: a) informing the membership of the proposed amendment at a membership meeting or by written notification fifteen (15) days prior to the meeting, and b) a majority vote at the next meeting.

Sec.7 All checks, drafts or orders for the payment of money shall have 2 signatures to be determined by the Board at the beginning of each fiscal year.

ARTICLE VI- MEETINGS

Sec.1 Meetings of the Association shall generally be held on the third Friday of the month, typically not less than four times per year. Meetings must be scheduled in the months of October and either November or December to provide for the budget approval process set out in Article V. Notice shall be provided to the membership at least two weeks in advance of the meeting.

Sec. 2 The annual general meeting of the Association shall be held in Oct. of each year on a date and time established by the Board of Directors. This meeting shall include election of officers, other members of the Board of Directors, and members of the Nominating Committee, the presentation of the annual report of the Board of Directors, and presentation of the preliminary budget for the succeeding year.

Sec. 3 a.) Special meetings of the members may be called by the President upon 10 days proper notice to members.

b.) If requested by at least 20 or more members, the President shall be obligated to call a special meeting. The members’ written request shall specify the purpose of the meeting.

c.) No business shall be transacted at any special meeting the scheduling of which is not communicated by proper notice to the members.

Sec. 4 The members in good standing in attendance at a properly scheduled regular or special meeting shall constitute a quorum for the transaction of business.

ARTICLE VII - ORDER of BUSINESS

Sec. 1 Regular business meetings of the Association may include review and approval of the minutes of the last meeting, reports from officers, board members, and other chairmen as indicated by the current activities of the Association and an opportunity for members and/or the Board to introduce new business.

ART VIII – OFFICERS

Sec.1 The officers of the Association shall be a president, vice-president, secretary and treasurer. No officer shall hold more than one (1) office at a time nor be an elected officer of the Borough.

Sec. 2 The officers of the Association shall perform the duties usually performed by such officers together with such duties as prescribed in Article IX of theses Bylaws.

Sec. 3 Should a vacancy occur by death, resignation or other wise, the same shall be filled without undue delay by the Board of Directors who shall appoint a qualified member of the Association to fill the vacancy for the unexpired term of the person replaced. Nevertheless, when necessary, the duties of the vacant position may be carried out by an officer until such time that the vacancy may be filled.

Sec.4 No officer shall receive, directly or indirectly, any salary, compensation, or emolument from the Association.

Sec. 5 Action for removal from office may be initiated by 2/3 vote of the Board or by receipt by the Board of a petition signed by no less than 20 members. The matter shall then be presented to the membership for action at a regular or special meeting.

ARTICLE IX - DUTIES OF OFFICERS

Sec. 1 President: The President shall be the chief executive officer of the Association and preside over Association meetings and meetings of the board of Directors: shall be responsible for the appointment of committee chairmen; shall together with the Secretary, execute instruments of agreement authorized by the Board of Directors. The President shall be an ex officio member of all committees, except the Nominating Committee, but shall not vote on any question pending before any committee except in the case of a tie vote. In addition, the President shall have the powers as may be reasonably construed as belonging to the chief executive of an organization.

Sec.2 Vice-President: The Vice-President shall exercise the duties of the President in the President’s absence, serve as a member of the Membership Committee and carry such other duties as may be assigned by the President.

Sec.3 TREASURER: The Treasurer shall collect all membership dues and have the care and custody of all monies and property belonging to the Association, and shall cause such monies to be deposited in a Federally insured account. He shall disburse funds as directed by the Association and the Board of Directors and be one of the officers authorized to sign checks of the Association. The Treasurer shall submit a report to the Board of Directors at its regular meetings, and shall render a written annual report covering the preceding year at the annual meeting in October.

Sec.4 SECRETARY: The Secretary shall conduct the correspondence of the Association, except that pertaining to the office of Treasurer, keep minutes of all meetings of the Association, be custodian of the records, discharge such other duties as may be assigned by the President or the Board of Directors. The Secretary shall be custodian of the Corporate Seal of the Association.

ARTICLE X - BOARD of DIRECTORS

Sec.1 The Board of Directors shall consist of the officers of the Association, six Directors at large and the Chairman of the Nominating Committee as an ex offico member.

Sec.2 Members of the Board of Directors, other than the Chairman of the Nominating Committee, shall be elected for a term of 2 years, and may serve in any capacity as many as two additional terms, followed by a one year interim before they again become eligible for Board membership.

Sec. 3 The Board of Directors shall be responsible for managing the affairs of the Association.

Sec.4 a.) Meetings of the Board of Directors shall be held at such times and places as may, from time to time, be determined by the Board.

Sec. 5 Six members of the board of Directors present at a meeting shall constitute a quorum for the transaction of business.

Sec. 6 Board members who do not continue as active Board participants can be removed from their positions by action of a majority vote of the Board of Directors.

Sec.7 Any vacancies on the Board will be filled by the Board of Directors.

ARTICLE XI - ELECTIONS

Sec.1 A Nominating Committee shall consist of 5 members elected by the membership at the October meeting of the Association for a term of one year. Two members of the slate shall be chosen from the current membership of the Committee. The Chairman of the Committee shall be elected by the committee at its first meeting and shall, by virtue of this election, become an ex offico member of the Board of Directors.

The duties of the Committee shall be to present to the membership of the Association at next years’ meeting a slate of canidates for officers and other members of the Board of Directors, and members of the Nominating Committee.

Sec.2 Officers of the Association shall be elected for a two year term at an October annual meeting, and take office Jan. 1.

Sec.3 Directors shall be elected for two year terms at the October annual meeitng, and take office Jan. 1.. Election of Directors shall be staggered so that one half are elected each year. Vacancies during terms of office are filled by the Board of Directors.

ARTICLE XII - ORGANIZATION

Sec. 1 Various committees established by the President shall be coordinated by Chairs named by the President from among the members of the Board. Typical committees are: Finance, Membership, Social, Programs, and Hospitality. Additional chairs may be appointed from time to time by the President from among Board members or other Association members to conduct projects or ongoing programs.

Sec. 2 Committee Chairs, in consultation with the President, may appoint committee members to assist them.

ARTICLE XIII - AMENDMENTS OF BYLAWS

Sec.1 The Bylaws may be amended at any regular or special meeting of the Association by a two-thirds (2/3) vote of the members present.

Sec.2 Suggested amendments shall be submitted to a Bylaws Committee for review. The Committee then brings the proposal to the Board of Directors. Upon majority vote of the Board, the language of the proposal shall be submitted to the membership at least 15 days before the meeting at which the action is to be taken.

Sec.3 If a proposed amendment does not receive a majority vote of the Board of Directors; the person(s) submitting the proposal shall be informed promptly in writing of the Board’s reasons for not approving it. The person(s) who proposed the amendment may present it in writing to the membership at a regular meeting and, if the members present vote approval, it shall be circulated in writing to the total membership at least 15 days prior to a subsequent meeting at which a formal vote will be taken.

ARTICLE XIV RULES OF PROCEDURE

Rules of procedure at meetings of the Association shall be according to Robert’s Rules of Order newly revised, so far as applicable and when not inconsistent with these Bylaws or special rulings which the Association may adopt.