Crow Hill Community Association, Inc.

(CHCA) By-laws Crow Hill Community Association (CHCA) is a community organization with the mission of providing leadership, guidance, and assistance to the residents and merchants of Crow Hill, working collectively to resolve issues facing our community. Article 1: Membership 1.1 Membership defined Membership is open to individuals with an interest in the physical, cultural, educational, and economic development of the Crow Hill area. The Crow Hill area is defined as: Eastern Parkway to Atlantic Avenue on Franklin Avenue Eastern Parkway to St. Marks Avenue on Bedford Avenue The streets between Franklin Avenue and Bedford Avenue in the outlined zone

To remain in good standing, Members must:

Pay dues Attend at least three Regular or Committee Meetings within the previous 12 months

The Members' powers shall include: Election of the Board Requests for amendments of these by-laws

Throughout this document, Member and Members shall refer to members in good standing. The membership year shall run from January 1 to December 31 of each year. 1.2 Dues Dues should be paid at the first meeting in January. They are $30/year for a family, $125/year for merchants, $20/year for students and seniors 60 years and over. Dues must be paid to the Treasurer at a Regular Meeting. If the Treasurer is not in attendance, dues can be paid to the Vice President. For new Members, payment of dues must be accompanied with the membership form, which is available for download on the CHCA website or can be requested from the Treasurer at Regular Meetings. When a person pays their dues, they become a Member in a good standing for the rest of the calendar year. For bookkeeping purposes, membership renewals will take place in January, no matter when original dues were paid.

New Members may join at any time, but may not vote until the fourth day following receipt of their dues. Members from the previous year are granted a grace period, extending to and including the March meeting. They may immediately re-acquire the right to vote by paying their dues before or during any meeting within the grace period. Should they fail to rejoin during the grace period, lapsed members may not vote until the fourth day following receipt of their dues. 1.3 Representation of CHCA No member may act as representative of, or speak on behalf of CHCA by use of its name in public meetings, in the press, or other media, unless specifically authorized to do so by a Board Member. Permission can be requested by emailing the Board. One Board Member can grant permission, but the other Board Members must be notified by email. Article 2. Meetings The Board shall conduct regular monthly meetings of the membership ("Regular Meetings") to discuss programs and other activities. Regular Meetings are generally held on the third Tuesday of every month, except July and August. The President, or a Board Member selected by the President, shall preside at all meetings. Notification of Regular Meetings shall be accomplished through the CHCA website (crowhillcommunity.org), flyers posted in the Crow Hill area, and emails to the CHCA email list. Any change of time, date, or location to Regular Meetings will be included in these notifications. Election Meetings will be held every other year in January. Members will be notified of the upcoming election two months in advance, and nominations will be made for Board Members. The President or a majority vote of all Board Members can call a Special Meeting. Members will be notified at least 48 hours in advance. Article 3. Voting Members in good standing (as defined in Article 1) are entitled to vote. Members may authorize another person to act as a proxy. For the election of Board Members, voting shall be by ballot, with the seven candidates receiving the most votes elected to the Board. Fifteen or more members shall constitute a quorum for a vote. Article 4: The Board The Board can be contacted at chca@crowhillcommunity.org. 4.1 Powers and Number CHCA shall be managed by the Board, which will consist of at least four and not more than seven Board Members.

4.2 Board Officers Board Officers shall include a President, a Vice President, a Secretary, and a Treasurer. Additional Officers can include a Project Manager and assistants to the Secretary, Treasurer, and Project Manager. Board Officers shall be elected for two year terms by vote of the Board Members at the Board Meeting following the Election Meeting. 4.2.1 President The President, or a Board Member selected by the President, shall preside at all Regular Meetings. The President shall call Special Meetings of the Board and the Members, and have general supervision of the affairs of the Board. The President shall have the power to sign alone, in the name of the Board, all contracts authorized by the Board unless the Board specifically requires additional signatures. 4.2.2 Vice President The Vice President shall have the powers and duties assigned by the Board or the President. At the discretion of or as the result of the incapacitation of the President, the Vice President shall perform the duties of the President. 4.2.3 Secretary The Secretary shall be responsible for recording and maintaining the minutes of the meetings of the Board and the Members. The minutes will be made available to Members within 30 days following the meeting. 4.2.4 Treasurer The Treasurer shall be responsible for: 1. Keeping full and accurate accounts of receipts and disbursements 2. Co-signing checks along with the President or Vice President and monitoring the deposit of all funds 3. Presenting the books and accounts at the request of any Board Member A Treasurers report will be made at all Regular Meetings. At the Election Meeting, the Treasurer shall deliver to the Members a year-end report, verified by the President, containing the following information from the most recent fiscal year: a. b. c. d. Assets and liabilities Principal changes in these assets and liabilities Revenue and receipts Expenses and disbursements

e. Number of Members as of the date of the report, the change in number from the previous year, and a statement of the place where the current membership list may be found The report shall be filed with the minutes of each Election Meeting. 4.3 Elections and Terms of Office Board Members shall be elected for two-year terms on even-numbered years2014, 2016, 2018, and so onby a plurality of the votes cast by Members. Members can nominate other Members, or themselves, as Board candidates during the November and December Regular Meetings preceding the Election Meeting in January, or by email to the Board. Nominations must be received by December 31. In an election, every Member can place up to seven votes. The seven candidates with the most votes are elected as Board Members. One Board Member and one Member who volunteers count votes at the January meeting. The results will be announced by the conclusion of the January meeting. An election will be had no matter how many candidates are nominated. Except in the case of resignation or removal under these by-laws, each Board Member shall hold office until the expiration of his or her term. 4.4 Vacancies Vacancies on the Board may be filled by vote of the Board Members. Any Board Member elected by the Board shall serve until the next Election Meeting and the election of his or her successor. 4.5 Resignations Any Board Member may resign from office at any time by delivering a resignation in writing to the President of the Board. The acceptance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective. 4.6 Removal Any Board Member may be removed by a majority vote of the Members, including the Board, at a Special Meeting called for that purpose. Members may request a Special Meeting to vote on the removal of a Board Member. The request should be submitted to the Board by email, and either the President or Vice President may call the Special Meeting. 4.7 Meetings Board Meetings may be held at any frequency and place the Board Members determine.

4.8 Quorums and Voting A majority of Board Members shall constitute a quorum for the transaction of business. The vote of a majority of the quorum of Board Members present shall be the act of the Board. In case of a tie, the President of the Board may cast a second and deciding vote. Throughout this document, a vote of the Board refers to a vote of a quorum of the Board, unless otherwise stated. 4.9 Action by the Board The Board may take action without a meeting if all Board Members consent in writing. The resolution and the written consents shall be filed with the minutes of the proceedings of the Board. Board Members may participate in a meeting by means of a conference phone or similar equipment allowing all persons participating in the meeting to hear each other at the same time. Such participation shall constitute presence in person at a meeting. 4.10 Notice of Meetings Notice of the time and place of each Board Meeting shall be communicated to the Board Members by e-mail or phone call at least three days prior to the meeting. Article 5: Committees The Board, by a majority vote, may establish committees. Each committee shall consist of at least one Board Member. Members can opt to form a committee and approach the Board for inclusion in CHCA. Each committee will appoint a Chairperson, who must be a member in good standing as defined in Article 1. Removal of Chairpersons may only be accomplished by majority vote of all Board Members. The Board may authorize reimbursement of expenditures incurred by committee members on behalf of CHCA. Request for financial support or reimbursement should be made by email to the Board. Article 6: Fiscal Year The Fiscal Year is January 1 to December 31. Article 7: Amendment to By-laws Amendments will be considered and voted on by the Board in the two months prior to the Election Meeting. A Member, via written submission, may request an amendment to the by-laws. At the Election Meeting in January, the Members will be notified of the Boards vote and reasoning on by-law amendments.