SWINGING BRIDGE PROPERTY OWNERS ASSOCIATION

                             CONSTITUTION AND BYLAWS  

Article One    Organization 

The name of this organization shall be the SWINGING BRIDGE PROPERTY OWNERS ASSOCIATION, INC.

The organization may at its pleasure by a two-third vote of the membership change its name.

 Article Two    Purposes 

The purpose of the organization is to protect and improve the quality of life within the Swinging Bridge Community by promoting  civic pride in home development and ownership, developing sound civic policies, protecting the lake environment , and maintaining positive communication with the local and state governing bodies.

 Article Three   Membership 

Membership in this organization will be open to all who own land on  or within one mile of Swinging Bridge Lake.  Membership is limited to ownership of property which is used for private personal use and not for commercial purposes.

 Article Four   Meeting 

The annual meeting of this organization shall be held during the summer months.  The date of such meeting will be set by the Board of Directors .  The Secretary shall cause to be mailed to every member in good standing at their address as it appears in the membership  roll book  a notice telling the time and place of  the meeting.

 Additional meetings of the organization shall be held at the discretion of the Board of Directors providing that the Secretary shall have sent notice to every member in good standing at their address as it appears in the membership roll book.  Said notice must be sent at least seven days prior to such meeting and not more than three weeks prior to the meeting.

 The presence of not less than twenty-five percent (25%) of the members  shall constitute a quorum and shall be necessary to conduct the business of this organization, but a lesser number may adjourn the meeting for a period of not more than two weeks from the date scheduled.  The Secretary shall cause a notice of this scheduled meeting to be sent to all those members who were not present at the meeting originally called.  A quorum as previously set forth shall be required at any adjourned meeting.

Article Five   Voting

 At all meetings all votes shall be by voice vote unless there shall be a motion for a written ballot.  Such motion must be passed by one-fourth of the members present.  If written ballots are provided there shall not appear  an any place on said ballot any mark or marking that might tend to indicate the person who cast such ballot.

 At all votes by ballot, the chairperson of such meeting shall immediately prior to the commencement  of the balloting  appoint a committee of three  who shall act as  “Inspectors of Election” and who shall at the conclusion of such balloting certify in writing to the Chairperson the results and the certified copy  shall be physically affixed in the minute book to the minutes of that meeting. No Inspector of Elections shall be a candidate for office or shall be personally interested in the question voted upon.  Only one vote per family shall be permitted.

Article Six   Order of Business

 1.        Call to order

2.        Reading and acceptance and or corrections of the minutes of the previous meeting

3.        Treasurer’s report

4.        Committee reports

5.        Officers reports

6.        Old and unfinished business

7.        New business

8.        Good and welfare

9.        Adjournment

 Article Seven   Board of Directors

 The business of this organization shall be managed by a Board of Directors consisting of at least five and no more than ten  elected members along with the officers.  The term of each Director shall be for six years and shall be elected at the annual  meeting in the same manner and style as the officers of the organization.

 The Board  of Directors shall have the control and management of the affairs and business of the organization.  Such Board of Directors shall act in the name of the organization when it shall be regularly convened by the President or acting elected officer after due notice to all Directors of such meeting.  Five members shall constitute a quorum and meetings may be held as needed.   Each Director shall have one vote and voting may not be done by proxy. 

The Board of Directors may make such rules and regulations governing its meetings as it may in its discretion determine to be necessary.  Vacancies in the Board shall be filled by a vote of the majority of the remaining members until the next election.

 The President of the organization by virtue of his office shall be Chairperson of the Board of Directors.  The Secretary shall takes official minutes at all meetings.

 A Director or Officer may be removed when sufficient cause exists for such removal.  The Board of Directors may entertain charges against any Director of Officer.  The individual charged may be represented by counsel at any removal hearing.  The interests of the organization shall be the primary factor in the decision making process at these hearings.

 Article Eight   Officers

 Officers shall be elected for a term of two years.  The officers of this organization shall be as follows:

President

Vice President

Secretary

Treasurer

 The President shall:

·         preside at all membership meetings

·         be chairperson of the Board of Directors

·         present at each annual meeting an annual report of thee work of the organization

·         appoint all committees, temporary or permanent

·         see all books, reports, and certificates required by law are properly kept and filed

·         be one of the officers to sign checks and drafts of the organization

·         have such powers as being reasonably construed as belonging to said office

  The Vice President shall, in the event of the absence or inability  of the President to exercise his or her office, become the Acting President of the organization with all the rights, privileges, and powers of the President. 

The Secretary shall keep the minutes and records of the organization in appropriate books.  He or she shall: 

·         file any certificates required by statute, state or federal

·         give and serve all notices to members of the organization

·         be the official custodian of the records and seal of this organization

·         present  to the membership at any meeting all communications addressed to the organization

·         submit to the Board of Directors any communications which  shall be addressed to the organization

·         attend to all correspondence of the organization and shall exercise all duties incident to this office 

The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies and/or securities.  The Treasurer must be one of the officers who shall sign checks and drafts of the organization.  No special fund may be set aside that shall make it unnecessary  for the Treasurer to sign checks issued upon such fund.  All check and drafts must be signed by the Treasurer and President.

The Treasurer shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of  the meeting. 

The Treasurer  shall exercise all duties incident to that office. 

All officers shall by virtue of their office be members of the Board of Directors. 

No officer shall for reason of his or her office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent any officer or director from receiving any compensation from the organization for duties other than as a director or officer. 

Article Nine   Salaries and Expenditures

 The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary in the conduct of business of the organization.  However, no expenditure in excess of $500.00 may be made for any single purpose without approval of the general membership. 

Article Ten   Committees

 All committees of this organization shall be appointed by the President and their term of office shall be  until the next general election or sooner if terminated by action of the President.  The Board of Directors shall be the only permanent committee.  A nominating Committee shall be formed prior to each election of officers. 

Article Eleven   Dues and Assessments

 Annual dues and any special assessments shall be proposed by the Executive Board and must be approved by at least 75% of the membership.  Changes in the amount of annual dues may only be made at the annual meeting to become affective for the dues of the following year. 

Article Twelve   Amendments 

This constitution may be altered, amended, repealed, or added to by an affirmative vote of not less than two-thirds (2/3) of the membership, provided, however, that each member shall have a copy of the proposed changes at least 14 days prior to any meeting where the vote on any change is to take place.