GREENBRIAR CIVIC ASSOCIATION, INC.
(Revised June 6, 2017)
ARTICLE I. — NAME
Section 1. The name of this organization shall be the Greenbriar Civic Association, Inc., hereinafter referred to as the “Association” or “GCA.”
ARTICLE II. — ARTICLES OF ORGANIZATION
Section 1. The Articles of Organization of the Association include the Virginia Non-stock Corporation Act as it pertains to nonprofit, non-stock corporations, the Association’s Articles of Incorporation, these Bylaws and any adopted Standing Rules as from time to time amended.
ARTICLE III. — PURPOSE
Section 1. The Association is organized exclusively within the meaning of Section 501(c)(4) of the Internal Revenue Code (or corresponding section of any future federal tax code) primarily to promote and advance the welfare of the residents of the Greenbriar subdivision and immediately adjacent subdivisions. In furtherance of this purpose, the Association shall endeavor to promote cultural, social, moral, educational and recreational activities for the benefit of the residents of the Greenbriar subdivision and immediately adjacent subdivisions.
ARTICLE IV. — POLICIES AND POWERS
Section 1. Notwithstanding any other provisions of these Bylaws, the Association shall not carry on any activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(4) of the Internal Revenue Code (or corresponding section of any future federal tax code) and shall be non-partisan and non-sectarian. In fulfilling the objectives of the Association as stated in the Articles of Incorporation, the Association:
(a) May cooperate with civic and such other organizations as may be of assistance in furtherance of the Association’s goals.
(b) Shall inform members and residents of the community by periodically publishing and distributing an official publication, the Greenbriar Flyer, hereinafter referred to as the “Flyer.”
(c) Reserves the right to advocate or oppose legislation affecting the welfare of Greenbriar and to cooperate with other organizations for the general good of the community.
Section 2. The financial obligations of the Association shall be met by:
(a) Dues fixed by the Board of Directors as provided for in Article V, Section 3;
(b) Funds raised by committees authorized by the Association;
(c) Donations or gifts; and
(d) Rental fees from use of the Cale Community Center.
Section 3. No part of the net earnings of the Association shall inure to the benefit of or be distributable to any officer, director or other private person, except that the GCA shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions for the purposes set forth in these Bylaws.
ARTICLE V. — MEMBERSHIP AND DUES
Section 1. There shall be four classes of membership:
(a) Residential: All residents 18 or more years of age whether renters or property owners may have up to two votes per household.
(b) Supplemental: A supplemental membership is available for additional household members 18 years or more of age with one vote per supplemental membership.
(c) Non-resident Property Owners: Non-resident property owners may have up to two votes per membership.
(d) Associate: Non-Greenbriar residents 18 or more years of age who reside in adjacent subdivisions shall have no voting rights nor any other rights or privileges extended to residential members and non-residential property owners as contained in these Bylaws and the Association’s Standing Rules. All references to members or the membership elsewhere in these Bylaws and the Standing Rules refer specifically to those members described in paragraphs (a), (b) and (c) of this Section except when referring to membership dues.
Section 2. The membership year shall run from July 1 through June 30 in compliance with the Association’s fiscal year. There shall be no proration of dues.
Section 3. The annual membership dues shall be set by the Board of Directors.
Section 4. To be considered a member in good standing and eligible to vote on issues coming before the Association, membership dues must have been paid for the current fiscal year prior to the time of any vote taken.
Section 5. The membership shall have the sole right to:
(a) Determine the policy of the Association.
(b) Authorize expenditures of Association funds except as otherwise provided herein.
(c) Authorize the Association to enter into contracts, agreements or arrangements of any kind or nature.
Section 6. The membership shall have the right to elect all officers and directors of the Association.
Section 7. Only members shall be eligible to become officers or directors of the Association.
Section 8. Members shall not have proxy or cumulative voting privileges.
ARTICLE VI. — OFFICERS, DISTRICT REPRESENTATIVES AND THEIR
Section 1. The officers of the GCA shall be the President, Vice President, Treasurer and Secretary. These officers and the District Representatives shall be members of the Board of Directors. Their term shall begin on July 1 and shall be for one year or until their successors are elected.
Section 2. At its March meeting, the Board of Directors shall appoint a Nominating Committee consisting of at least three (3) members of the Association. The duty of this committee is to select a chair and recommend one or more eligible candidates willing to serve as an officer or District Representative for each office to be filled. Such nominees shall be members in good standing of the Association. The Nominating Committee’s report shall be presented at the April meeting of the Board of Directors and announced to the membership in the May issue of the Flyer along with notice of the date, time and place of the Annual Meeting. In the event that a nominating committee cannot be elected as provided in these Bylaws, the Board of Directors, with the exception of the President, shall serve as the Nominating Committee.
Section 3. All officers and District Representatives shall be elected by ballot at the Annual Meeting. Nominations may also be made from the floor prior to the election, prior consent having been given by the nominee. In the event of only one nomination for each office, the vote may be taken by voice.
Section 4. Any officer or District Representative may be removed from office without assignment of cause whenever the membership in its absolute discretion shall consider such removal in the best interest of the GCA. Removal of an officer requires a majority vote of all current members present at a meeting for which sufficient notice has been given in accordance with Article VIII, Section 5. Any officer or District Representative convicted of a felony shall automatically be removed from office.
Section 5. Vacancies occurring in any elective office for any reason, with the exception of the President, may be filled by special appointment by the Board of Directors at its next monthly meeting or at any properly called special meeting of the Board of Directors in accordance with Article VIII, Section 2.
Section 6. The duties of the officers shall be such as usually pertain to their respective offices and are herein defined unless the Board determines otherwise.
(a) The President shall preside at all meetings of the Association and shall see that all polices, orders and resolutions of the Association are put into effect. The President shall serve concurrently as the Chairman of the Board of Directors and shall sign official documents on behalf of the Association. The President may not vote on business coming before the Association except when the vote is by ballot or to break a tie vote and must respect the neutrality expected of the presiding officer in debate and conduct as described in the parliamentary authority of the Association. The President shall appoint a parliamentarian and committee chairs as needed with the exception of the Nominating Committee. He/she shall serve as a voting ex-officio member of all committees except the Nominating Committee. He/she shall ensure the maintenance of a register of members for the exclusive use of the Association. He/she shall sign checks in the absence of the Treasurer.
(b) The Vice President shall assume the duties of the President in case of his/her absence, resignation, death or disability and shall become President for the unexpired term or for the duration of the disability. If the Vice President is unwilling to assume the duties of the President, he/she must resign the position of Vice President. The Vice President shall review the Association’s monthly bank statements to verify the Treasurer’s monthly financial reports. The Vice President shall supervise the District Representatives and shall perform any other duties the President may delegate.
(c) The Secretary shall keep an accurate record of all membership meetings of the Association and the Board of Directors and shall submit them to the President for approval within fourteen (14) days following the meeting. The Secretary shall be the custodian of the official copy of the Articles of Incorporation, the Bylaws and the Standing Rules of the Association together with all amendments and attachments thereto. The Secretary shall certify actions of the Association and attest to the signatures of officers when necessary. At the request of the President, the Secretary shall conduct all correspondence and maintain all records of the Association except as directly pertain to the Treasurer. Correspondence prepared by the Secretary shall be reviewed by the President prior to release. At the expiration of his/her term of office, the Secretary shall be responsible for correct conveyance of all records of the Association except funds to his/her successor or other properly designated and authorized persons. The Secretary shall perform such other duties as the President may delegate.
(d) The Treasurer shall collect all dues and funds belonging to the Association and deposit such funds in a local Virginia bank that is a member of the Federal Deposit Insurance Corporation, conduct the Association’s banking business, pay approved bills and expenditures in accordance with the adopted budget, maintain complete and accurate financial records of the Association in accordance with generally accepted accounting principles, and present a financial report of all income and disbursements for the preceding month at the monthly Board of Directors meetings. The Treasurer shall file all necessary reports with the Internal Revenue Service to maintain the nonprofit status of the Association and submit all reports to the Commonwealth of Virginia necessary to maintain the incorporated status of the Association and make other periodic financial reports as required by the State and County. At the discretion of the Board of Directors, the Treasurer shall be covered by a bond from a recognized security company. The Treasurer shall prepare and submit an annual budget for the next fiscal year for approval by the Board of Directors at its May meeting and shall perform such other duties as the President may delegate.
Section 7. The duties of the District Representatives are attached to these Bylaws as Exhibit A, which is incorporated herein and made a part hereof.
ARTICLE VII. — BOARD OF DIRECTORS
Section 1. The Board of Directors shall consist of the elected officers as provided for in Article VI of these Bylaws, the Immediate Past President of the Association, at least one representative for each Greenbriar district as defined in Exhibit B, which is incorporated herein and made a part hereof, and the Manager of the Cale Community Center, who shall serve as an ex officio non-voting member of the Board.
Section 2. The Board of Directors shall manage the affairs of the Association and shall act for and on behalf of the Association between the Annual Meetings and in compliance with these Bylaws. Any interim policy established by the Board of Directors shall be binding and shall be the policy of the Association until the stated policy shall be approved, annulled, revoked, altered or modified by the Association at the next Annual Meeting or at any Special Membership Meeting.
Section 3. District Representatives may appoint any member of the Association residing in the district he/she represents in the event he/she cannot attend a Board of Directors meeting. The appointee shall enjoy all the privileges of the elected representative.
ARTICLE VIII. — MEETINGS
Section 1. The Board of Directors shall meet not less than once a month.
Section 2. Special meetings of the Board of Directors may be called by the Chairman on not less than twenty-four (24) hours notice and must be called by the Chairman upon written petition of three members of the Board of Directors.
Section 3. The Annual Membership Meeting of the Association shall be held in June.
Section 4. Special Meetings of the membership may be called by the President, by at least three (3) members of the Board of Directors, or by written petition signed by a minimum of thirty-five (35) members of the Association submitted to the Board of Directors.
Section 5. Official notice of any Special Meeting of the membership must be in writing and must state the reason for and the place, date and time of the meeting. Such notice must be given through at least one of the following means:
(a) By personally delivering a copy of the notice to each member of record of the Association not less than ten (10) days prior to the meeting.
(b) By mailing a copy of the notice to each member of record of the Association. Such notice must be postmarked by the United States Postal Service not less than fourteen (14) days prior to the meeting.
(c) By publishing notice of the meeting in the Flyer at least thirty (30) days prior to the meeting.
Section 6. A quorum for the conduct of business shall consist of the members present at a properly called meeting. The act of the majority of the membership present at a properly called meeting shall be an act of the Association provided that all requirements under these Bylaws have been fulfilled. All voting on any matter, except as provided for otherwise in these Bylaws, shall be in person as part of a meeting, with the exception of votes that the Board of Directors has authorized by U.S. mail, telephone or electronic communications. Members may not vote by proxy.
ARTICLE IX. — COMMITTEES
Section 1. The President shall appoint a Financial Review Committee to review the Treasurer’s financial records at the end of every fiscal year and under any one of the following conditions:
(a) Prior to installation of a new Treasurer;
(b) At the direction of the Board of Directors; or
(c) By a two-thirds (2/3) vote of the membership present at the Annual Meeting or at any properly called Special Meeting of the Association.
Section 2. The President shall establish such other committees as are deemed necessary by the Board of Directors to carry on the work of the Association.
ARTICLE X. — GREENBRIAR FLYER
Section 1. In accordance with Article IV, Section 1(b), the Flyer shall be the official newsletter of the Association and the Association shall maintain a working relationship with the Flyer staff to keep the community abreast of news and events within the Greenbriar community.
Section 2. The Flyer staff will conduct its own business affairs and may enter into all necessary contractual arrangements. However, when indebtedness would incur Association liability, the prior approval of the Board of Directors must be obtained.
Section 3. The Flyer editorial policy shall be determined by the Editor-in-Chief and the staff. However, if conflict should arise between the Board of Directors and the Flyer staff with regard to editorial policy, the Board of Directors will be given the necessary space in the Flyer to explain its position to the community. This space will be not less than one Flyer page or more than two except by mutual consent between the Board and the Flyer staff.
ARTICLE XI. — PARLIAMENTARY AUTHORITY
Section 1. The parliamentary authority for the Association shall be Robert’s Rules of Order Newly Revised and shall govern in all cases in which they are applicable and in which they are not inconsistent with the Association’s Articles of Organization as described in Article II of these Bylaws.
ARTICLE XII. — AMENDMENTS
Section 1. These Bylaws may be revised or amended by a two-thirds (2/3) vote of the members present at the Annual Membership Meeting or at any properly called Special Meeting provided that the alteration or amendment has been presented to the general membership and published in the Flyer at least thirty (30) days prior to the meeting. Such amendment shall be effective on approval by the general membership at said meeting.
Section 2. Standing Rules may be amended, revised or adopted by a majority vote of the members present at any Board of Directors meeting, the Annual Meeting or at any properly called Special Meeting without prior notice. No Standing Rule shall be adopted that is in conflict with these Bylaws.