SECTION 1. Dues.
(a) Dues shall be Fifty Dollars ($50) per year per home in Wood Acres.
(b) Special assessments other than dues may be fixed by the Board of Directors, but payment shall be voluntary and nonpayment shall not affect a Member's right to vote.
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) Meetings shall be at the Wood Acres Elementary School, or such other place as the Board of Directors may designate. The annual meeting shall be in the third week of September or at such other time as the Board of Directors may designate. 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. 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 shall be prepared for delivery and reasonable efforts made to affect same to each home in Wood Acres at least seven days in advance of any such meeting, 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. Except as to new matters raised from the floor at an annual meeting, no decision of the Members shall be valid unless there has been substantial compliance with this paragraph. (Reasonable efforts defined as a Board follow-up to ascertain that Block Captains have delivered notice of the meetings in compliance with the subsection.)
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 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. Decisions of the Board of Directors shall be by majority vote at a meeting at which at least three Directors are 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 Director next in line 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 ten dollars ($10.00).
(f) 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.
SECTION 4. The Wood Acres Advisory Council.
The three most recent past presidents of the Corporation willing and able to serve and residents of Wood Acres, shall constitute a committee to be known as the Wood Acres Advisory Council. The Council shall make nominations of candidates for elective offices in the Corporation; provided that nothing herein shall prevent the acceptance of nominations from the floor at an election meeting. In addition, the Council shall render nonbinding advice to the Board of Directors on any matters pertaining to the Corporation, as to which the Board of Directors may see fit to request advice, or as to which the Council may see fit to render service.
SECTION 5. Administrative Provisions.
(a) All checks in payment of obligations of the Corporation shall be signed by the Treasurer and countersigned by the President or Secretary.
(b) The Secretary shall be custodian of the seal and minute book of the Corporation. The minute book shall contain a copy of the Articles of Incorporation and Bylaws, with any amendments; the 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 Chairmen; and any other important corporate documents.
(c) The seal of the Corporation shall contain the words, "The Wood Acres Citizens Association, Inc., 1940". An impression of the official seal is affixed hereto for identification.
SECTION 6. 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
(Corporate Seal) /s/ James A. Hawkins
/s/ Frederic C. Towers
/s/ Myrta Ellen Price
Amended: December 6, 2000