SECTION 1. Dues.
(a) Dues shall be Fifty Dollars ($50) per year for each household in Wood Acres and there will be a reduced Dues amount for single person households. The Board of Directors shall publish an Annual Proposed Budget recommending annual dues subject to approval at the Annual Meeting after publication via electronic transmission, newsletter, or posting on the Association’s website or after notice at least 30 days before the annual meeting.
(b) Special assessments may be recommended by the Board of Directors for approval at a special meeting on 10-days’ notice.
(c) No Member who has failed to pay annual dues or any special assessments shall have standing to vote or count toward a quorum at any annual or special meeting.
SECTION 2. Meetings of the Members and Referendums.
(a) Decisions of the Members (except amendment of the Articles of Incorporation) shall be a majority of the votes cast at a meeting at which at least thirteen Members in good standing, including Directors, are present; or by a majority of the votes cast in a referendum in which at least fifty Members in good standing cast ballots.
(b) An Annual Meeting shall be held “in person” at least once during a calendar year at a date and time designated by the Board of Directors. Special Meetings may be called at any time by the Board of Directors and shall be called by the President upon petition of at least thirteen Members in good standing. Annual and Special meetings of Members shall be convened at the Wood Acres Elementary School, or such other place as the Board of Directors may designate and may be broadcast via electronic or virtual means as provided hereinabove provided that a link or instructions on how to access the virtual meeting is included in the notice and that all participants can hear and be heard by all others participating in the meeting. A referendum may be had at any time at the discretion of the Board of Directors.
(c) Written notice of the time and place of an Annual or Special meeting of the Members together with the Treasurer’s proposed Budget and text of any substantive amendments to the Articles, By‑Laws or Covenant Guidelines shall be delivered to all households in Wood Acres at least thirty days in advance of any such meeting via pamphlets and electronic transmission, newsletter or posting on the Association’s website. Members shall provide new matters to the Board at least fourteen days in advance of an Annual or Special meeting of Members. Within at least seven days of an Annual or Special meeting of Members, the Board will provide all members of Wood Acres the agenda and any referendum for discussion via electronic transmission, newsletter, or posting on the Association’s website, unless the Board of Directors determines that such time requirement is impractical, and shall specify with particularity (1) questions which the Board knows or has reason to know will be brought before the annual meeting for consideration, or (2) the question constituting the basis for the call of the special meeting. No decision of the Members shall be valid unless there has been substantial compliance with this paragraph.
(d) No new matters raised from the floor at an Annual or Special meeting of Members will be voted on. Special meetings can address urgent matters as needed.
SECTION 3. Board of Directors and Officers
(a) The Board of Directors shall represent and speak for the Corporation in all matters affecting the interest of the Corporation. Unusually important matters shall be referred to the Members in good standing for approval, in advance if convenient, otherwise within a reasonable time after the Board has acted. Unusually important matters include, for example, the following:
(1) Any matter declared to be unusually important by at least thirteen Members in good standing.
(2) Any position to be taken on a zoning proposal within or immediately adjacent to Wood Acres.
(b) The Board of Directors shall meet at the call of the President, or of a majority of the Directors in office. Meetings shall be held at a location as the Board of Directors may designate or held by electronic or virtual means through the use of a conference telephone bridge, virtual meeting platform, or similar communications medium. Participation in such a meeting constitutes presence at such meeting (virtually or in-person). Decisions of the Board of Directors shall be by majority vote at a meeting at which at least a quorum is present, except that a meeting is not required if the decision is agreed to by all Directors in office.
(c) Notice of the time and place of any planned meeting of the Board of Directors, and of the important matters expected to be discussed, shall be given to each Director a reasonable time in advance of the meeting. A meeting shall be invalid if reasonable efforts were not made to notify a Director, who was in fact available, but was unaware of and absent from the meeting, and who within thirty days after the meeting challenges the validity of the meeting, burden of proof to be on the challenging Director, final decision to be by the Members.
(d) A Director may resign at any time and may be removed by decision of the Members. Any vacancy on the Board of Directors shall be filled by a Member in good standing approved by a majority of the remaining Directors, even though such majority may be less than a quorum. If the departed Director is President, or if the President is temporarily absent or disabled, the first Vice President shall automatically become Acting President and serve as such for the remainder of the term, or until the President returns to duty.
(e) The Directors shall not receive remuneration for their services as Directors or Officers, but reasonable and necessary expenses incurred on behalf of the Corporation shall be reimbursed. Approval of two other Directors shall be required for reimbursement to any Director of expenses over two hundred dollars ($200.00.)
(f) All directors shall be notified of financial expenditures greater than five hundred dollars ($500.00).
(g) The Board of Directors of the Wood Acres Citizens Association is authorized to make such expenditures as it deems necessary to carry out the mandates of the Association in zoning actions; provided that no funds shall be reimbursed to any citizen without prior approval by the Board of Directors of the activity causing the expense.
(h) Any director serving in a dual capacity as a committee member shall abstain from participation and voting on any matters at the Board level related to the committee.
SECTION 4. Administrative Provisions.
(a) All payments of obligations of the Corporation shall be authorized by the Treasurer and the President or Secretary.
(b) The Secretary shall be custodian of official documents of the Corporation. The Treasurer shall maintain record of the Corporation’s financial transactions and finance-related records. The public Wood Acres website shall post and maintain the Articles of Incorporation, Bylaws, Covenants and Guidelines, with any amendments thereto. the Budget and minutes of each meeting of the Members of the Board of Directors; all annual and other important reports of the Board of Directors and Committee shall be maintained on the non-public website.
(c) The seal of the Corporation shall contain the words, "The Wood Acres Citizens Association, Inc., 1940."
SECTION 5. Amendments.
These Bylaws may be amended by the Members in the same manner as any other decision of the Members in accordance with Section 2 hereof.
Approved by the Board of Directors this 16th day of October, 1963.
/s/ Charles A. Hobbs
/s/ George T. Esherick
/s/ James A. Hawkins
/s/ Frederic C. Towers
/s/ Myrta Ellen Price
Approved by the Board of Directors this 2nd day of February, 2023.
/s/ Doug McManus
/s/ Saira Chirico
/s/ Eric Fedowitz
/s/ Kate Irvin
/s/ Kenda Kittrell
/s/ Kevin Sullivan
/s/ Vanessa Teitelbaum
/s/ Samantha Twigg