BYLAWS OF THE COUNTRY CLUB NEIGHBORHOOD ASSOCIATION, INC.
Amended and approved November 22, 2016
ARTICLE I. NAME AND PURPOSE
The Country Club Neighborhood Association (CCNA) is organized for the purposes of improving and developing the neighborhood as defined in Article II and promoting and acting for its general welfare and in its interests.
ARTICLE II. BOUNDARIES
The CCNA shall encompass an area described as follows: beginning at the southeast corner of the 20th and South Streets intersection, going east along South Street to 33rd Street; then south along the west side of 33rd Street to 150' south of Sheridan Boulevard; then moving 150' west and continuing south parallel to 33rd Street until reaching Calvert Street; then proceeding in a southwesterly direction along the old Rock Island Railroad line to U.S. Highway 2; then west along the north side of U. S. Highway 2 to 20th Street; then north along the east side of 20th Street to South Street, the point of beginning.
ARTICLE III. MEMBERSHIP
Section 1: Eligibility
Any person, family or organization owning real estate, renting, residing, or operating a business within the boundaries of the neighborhood is eligible for voting membership upon payment of dues.
Section 2: Dues
The Board of Directors shall set the terms and amounts of all dues for all classes of membership. Dues shall be payable upon application for membership with subsequent payments due on or before the Annual Meeting each year.
Section 3: Voting
Each person, family, or organization shall have one vote per paid membership. Membership in the CCNA is non-transferable and may not be assigned.
Section 4. Member Powers
Each member is eligible to vote for election of Board Directors.
ARTICLE IV. BOARD OF DIRECTORS
Section 1: Number and Composition of Board Members
The number of Directors shall be no less than three.
Section 2: Eligibility for Board Service
Only members shall be qualified to hold an elected or appointed position.
Section 3. Terms of Office and Term Limits
The term of office for Directors shall be three years. The Board shall make provisions to stagger the terms of Directors so that each year the terms of about one-third of the Directors shall expire.
Section 4. Removal
Any elected or appointed director may be removed, with or without cause, by a majority vote of the members at a membership meeting called by the Board for that purpose. A director who has missed three consecutive Board meetings shall no longer be a member of the Board unless the removal is appealed by the member and reversed by a vote of the Board.
Section 5. Board Vacancies
Vacancies on the Board shall be filled by a vote of the Directors currently serving. A member appointed to fill a vacancy shall serve until the next election.
Section 6. Powers and Duties of the Board
The Board shall be responsible for managing the affairs of the CCNA and for assuring that members are informed of business that affects them by notification in the CCNA Chronicle or on the CCNA website.
ARTICLE V. OFFICERS
Section 1: Titles and Eligibility
The officers of the CCNA shall be a President, an Administrative Vice-President, up to two Vice-Presidents, a Secretary, and a Treasurer. To be eligible to be an officer, an individual must be a member of the Board.
Section 2: Terms of Office
Officers shall serve one year terms and may be reelected without limitation on the number of terms he or she may serve.
Section 3: Vacancy
A vacancy in any office shall be filled by a vote of the Board as soon as practicable. The Board must delegate the duties of a vacant office to one or more Directors until the position is filled.
Section 4: Duties of Board Officers
President: The president shall be the chief officer of the CCNA and shall act as the chair of the Board. The president shall prepare the agenda for Board and membership meetings, preside at Board and membership meetings, represent the position of the Board and the interests of the CCNA, act as spokesperson for the CCNA, and serve as the public contact for the CCNA.
Administrative Vice‐President: The Administrative Vice President shall perform the duties of the President in his or her absence and when requested.
Vice-Presidents: The Vice-Presidents shall perform such duties as from time to time may be assigned to them by the President or by the Board of Directors.
Secretary: The secretary shall record and maintain minutes of membership and Board meetings, assist the President with the correspondence of the CCNA, maintain the non-financial files of the CCNA, provide notice of membership and Board meetings, authenticate the records of the Association, and maintain current and accurate Board and membership lists.
Treasurer: The treasurer shall have overall responsibility for the CCNA’s funds. The treasurer shall maintain full and accurate accounts of financial records of the Association and present financial reports as directed by the Board.
ARTICLE VI. COMMITTEES
The Board may establish standing and ad hoc committees as it deems necessary. Such committees may be advisory to the Board or may exercise the authority of the Board. Upon establishment of any committee, the Board shall identify the scope of the committee’s authority, duties, number of members, and appoint the committee’s membership.
ARTICLE VII. MEETINGS
Section 1: Membership Meetings
Annual Meeting: The annual meeting of the membership shall be held each year in the month of March on a date set by the Board. The business of the annual meeting shall include a report from the Board on the state of the CCNA, and the annual election of Directors to the Board.
Section 2. Board Meetings
Regular Board Meetings: The Board shall meet at least 10 times a year on the third Tuesday of each month except June and December, at 6:30pm to conduct the business of the CCNA. Meetings will be open to CCNA members, eligible members as defined in Article I, Section 1, and invited guests.
Emergency Board Meetings: When there is insufficient time to address timely business within the notice requirements of a regular meeting, an emergency meeting may be called. Notice of an emergency Board meeting will be made on the CCNA website or by email to all Board members and known affected parties no less than 24 hours in advance. Only items on the announced agenda may be decided at an emergency meeting.
Section 3: Quorum
Membership Meeting: A quorum for a membership meeting constitutes attendance by eight members.
Board of Directors Meeting: A quorum for a Board meeting shall be a majority of the number of Directors.
Section 4. Agenda
An agenda for Membership and non-emergency Board Meetings will be published on the CCNA website and emailed to Board Members no less than seven days in advance of the meeting date.
Section 5. Deliberation and Decision Making
Action is taken by a majority vote of those eligible to vote at a meeting. The procedures for deliberation and decision making shall be established by the Board.
ARTICLE VIII: ELECTIONS
Section 1: Annual Election
Members shall elect the Directors at a membership meeting. Candidates receiving a majority of votes are elected to the Board. Election of an individual requires a majority vote of the members voting in the annual election. Members must be present to vote. Proxy voting and voting by mail are prohibited. Candidates do not need to be present to be elected.
Section 2: Election of Officers
Directors shall meet after the annual election and elect the officers. Directors must be present to vote. Proxy voting and voting by mail are prohibited. Candidates do not need to be present to be elected.
Section 3. Voting Eligibility
Current members are eligible to vote in the annual election.
Section 4. Voting Process
Voting at the annual election shall be by secret paper ballot unless a member moves —subsequently approved by a vote of members present—to dispense with paper ballots and instead to vote by a show of hands or by voice. If none of the open seats are contested, a member may make a motion from the floor to adopt the full slate of candidates by acclamation.
ARTICLE IX: INDEMNITY
The Association will indemnify to the fullest extent not prohibited by laws any person who is made, or threatened to be made, a party to an action, suit, or other proceeding, by reason of the fact that the person is or was a Director, Officer, or agent of the Association.
ARTICLE X: CONFLICT OF INTEREST
To protect the integrity of the CCNA’s decision-making processes, Directors will disclose to the Board any interest they have in a transaction or decision of the Board that may result in a financial benefit or gain to them and/or their business, family members and/or significant other, employer, and/or close associates, and other nonprofit organizations with which they are affiliated. Such Director will not be present for, or participate in, any Board discussion of or vote on the transaction or decision.
ARTICLE XI: NON‐DISCRIMINATION
The CCNA will not discriminate against individuals or groups on the basis of race, religion, color, sex, sexual orientation, gender identity, age, disability, legal citizenship, national origin, income, or political affiliation in any of its policies, recommendations or actions.
ARTICLE XII: AMENDMENT OF BYLAWS
All amendments to these bylaws must be proposed in writing and announced in the published agenda of a Board meeting. Adoption and amendment of these bylaws require a majority vote by the Directors present at a general meeting.
Date Adopted: 11.22.2016