Charlotte East Community Partners, Inc.

CECP Draft Bylaws

Oct 03, 2004

INDEX OF BYLAWS
OF
CHARLOTTE EAST COMMUNITY PARTNERS
ARTICLE I OFFICES
Section 1. Principal Office?…?…?…?…?…?…?…?…?…?…?…?…?…?…?…?…?…?…?…?…?…?…?….?…?…1 Section 2. Registered Office?…?…?…?…?…?…?…?…?…?…?…?…?…?…?…?…?…?…?…?…?…?…?…?…..1
ARTICLE II MEETINGS OF THE MEMBERSHIP 1
Section 1. Place of Meetings 1
Section 2. Annual Meetings 1
Section 3. Quarterly and/or Special Meetings 1
Section 4. Notice of Meetings 1
Section 5. Voting Lists 2
Section 6. Quorum 2
Section 7. Voting of Membership 2
ARTICLE III BOARD OF DIRECTORS 2
Section 1. General Powers 2
Section 2. Number, Term and Qualifications 2
Section 3. Election of Directors 2
Section 4. Removal 3
Section 5. Vacancies 3
Section 6. Compensation 3
Section 7. Committees 3
ARTICLE IV MEETING OF DIRECTORS 3
Section 1. Monthly Board Meetings 3
Section 2. Special Meetings 3
Section 3. Notice of Meetings 3
Section 4. Quorum 3
Section 5. Informal Action by Directors 3
ARTICLE V OFFICERS 3
Section 1. Officers of CECP 3
Section 2. Election an Term 4
Section 3. Compensation 4
Section 4. Removal 4
Section 5. President 4
Section 6. Vice President 4
Section 7. Secretary 4
Section 8. Treasurer 4
ARTICLE VI CONTRACTS, CHECKS, DEPOSITS AND GIFTS 4
Section 1. Contracts 4
Section 2. Loans 5
Section 3. Checks and Drafts 5
Section 4. Deposits 5
Section 5. Gifts 5
Section 6. Distributions 5
ARTICLE VII MEMBERSHIP CERTIFICATES 5
Section 1. Membership 5
Section 2. Membership 5
Section 3. Transfer of Membership 5
Section 4. Rights and Privileges of the Membership 5
Section 5. Issuance of Membership 5
Section 6. Redemption of Membership Certificates 5
Section 7. Gratuitous Membership Certificates 6
Section 8. Suspension or Revocation of Membership Certificates 6
ARTICLE VIII DUES AND ASSESSMENTS 6
Section 1. Dues 6
Section 2. Failure to day Dues 6
ARTICLE IX DISTRIBUTION OF ASSETS 6
Section 1. Distribution of Assets 6
ARTICLE X GENERAL PROVISIONS 6
Section 1. Seal 6
Section 2. Indemnification 6
Section 3. Fiscal Year 7
Section 4. Amendments 7
Section 5. Distribution Upon Dissolution 7
Section 6. Books and Records 7
Section 7. Severability 7

BYLAWS
OF
CHARLOTTE EAST COMMUNITY PARTNERS
Purpose
Privacy StatementNeighborhood LThe purpose of the Charlotte East Community Partners (?“CECP?”) is to promote the interests, economic well?being, and to address the housing and human services needs of the citizens of the Charlotte East Community. The specific objectives include the following:
?· to create a positive image for the Charlotte East Community
?· to spur economic growth of the Charlotte East Community
?· to encourage affordable and desirable mixed use housing
?· to develop neighborhood amenities
?· to nurture community pride
ARTICLE I

OFFICES
Section 1. Principal Office. The principal office of CECP shall be located at 6205 Rosegate Court, Charlotte, North Carolina 28215.
Section 2. Registered Office. The registered office of CECP required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office.
ARTICLE II

MEETINGS OF THE MEMBERSHIP
Section 1. Place of Meetings. All meetings of the membership shall be held at the place designated in the notice of meeting.
Section 2. Annual Meetings. The Annual Meeting of the membership shall be held at a place designated by the Board of Directors in December of each year for the purpose of electing directors of CECP and for the transaction of such other business as may be properly brought before the meeting.
Section 3. Quarterly and/or Special Meetings. Quarterly and/or special meetings shall be held in March, June, September, and December, or at any other time decided by either the Board or by not less than one-quarter of the membership.
Section 4. Notice of Meetings. Printed and/or electronic notices stating the time and place of the meeting shall be delivered to the membership not less than ten (10) days before the date of any membership meeting.
In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called; but, in the case of an quarterly meeting, the notice of meeting need not specifically state the business to be transacted.
Section 5. Voting Lists. Before each meeting of the membership, the Secretary shall prepare an alphabetical list of those eligible to vote at such meeting.
Section 6. Quorum. One tenth of the outstanding the membership entitled to vote, represented in person shall constitute a quorum at a meeting of the membership.
Section 7. Voting of Membership. Each member shall be entitled to one vote. The votes of a majority of the membership at which a quorum is present shall rule.
ARTICLE III

BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of CECP shall be; managed by its Board of Directors.
Section 2. Number, Term and Qualifications. The number of Directors constituting the Board of Directors shall be fifteen (15). The term and qualifications of directors shall be as provided in Section 3 of this Article III.
Section 3. Election of Directors. Nominations for the Board of Directors may be submitted to the Secretary prior to the Annual Meeting. The Secretary will present a slate of nominees at the Annual Meeting. Members present may then submit nominations to be added to the existing slate. The directors shall then be elected at the Annual Meeting of the membership; and those persons who receive the highest number of votes in each membership group shall be deemed to have been elected. If any members so demands, the election of directors shall be by ballot.
The Board of Directors shall be comprised of three (3) elected from Neighborhood Association Group The membership, three (3) from Multi?Family Group The membership, three (3) from Business The membership, three (3) from Individual The membership and three (3) at large from any category of The membership.
All members of the Board of Directors must be members in good standing, and failure on the part of any director to maintain good standing in membership shall at the option of the majority of the remainder of the Board of Directors result in a forfeiture of the office.
Section 4. Removal. Any director may be removed at any time with cause by a vote of a majority of the membership. If any directors are so removed, new directors may be elected at the same meeting.
Section 5. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office. Any directorship to be filled by reason of an increase in the authorized number of directors shall be filled only by election at an Annual Meeting or at a special meeting of the membership called for that purpose.
Section 6. Compensation. The Board of Directors may not compensate directors for their services as such. They may, however, compensate for professional services rendered to the coalition and directors may be reimbursed for out?of?pocket expenses incurred while acting on behalf of the coalition.
Section 7. Committees. The Board of Directors shall appoint committees as are deemed necessary for special purposes and shall be appointed from time to time. The duties of these committees shall be set forth by the Board of Directors and their activities shall be subject to the control and approval of the Board. Co-chairs need to attend Board of Directors meeting as non-voting members.
ARTICLE IV

MEETING OF DIRECTORS
Section 1. Monthly Board Meetings. Regular monthly board meetings shall be held on the 4th Tuesday of each month at a place as the board may designate.
Section 2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) directors. Such a meeting shall be held within the city of Charlotte, as fixed by the person or persons calling the meeting. The person or persons calling a special meeting shall give printed or electronic notice at least ten (10) days before the meeting.
Section 3. Notice of Meetings. Regular meetings of the Board of Directors may be held without notice on the 4th Tuesday of the month.
Section 4. Quorum. One-third (1/3) of the Board of Directors must be present to constitute a quorum.
Section 5. Informal Action by Directors. Action taken by a majority of the directors without a meeting is nevertheless Board action if written consent to the action in question takes place via e-mail or by phone and a signed agreement by all of the directors is subsequently filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.
ARTICLE V

OFFICERS
Section 1. Officers of CECP. The officers of CECP shall consist of a President, a Vice President, a Secretary, a Treasurer, and any other officers as the Board of Directors shall from time to time elect.
Section 2. Election and Term. The officers of CECP shall be elected by the Board of Directors from among their number for a term of one (1) year. Thereafter, the officers shall be elected annually by the Board of Directors from among their number at the first regular or special Board meeting of the year. Each officer shall hold office from the meeting of election until the meeting of his/her successor?’s election.
Section 3. Compensation. The officers of CECP may not be compensated for the services as such. They may, however, be compensated for professional services rendered to the coalition and officers may be reimbursed for out?of pocket expenses incurred while acting on behalf of the coalition.
Section 4. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of CECP will be served thereby; but such removal shall be without prejudice to the rights of the person so removed.
Section 5. President. The President shall be the principal executive officer of CECP and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of CECP. He/She shall when present, preside at all meetings of the Board of Directors. He/She shall sign only papers authorized by the Board of Directors.
Section 6. Vice President. In the absence of the President, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him/her by the Board of Directors.
Section 7. Secretary. The Secretary shall: (a) keep the minutes of the meetings of the Board of Directors and of all Executive Committees in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws; (c) be custodian of the corporate records; and (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
Section 8. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of CECP; receive and give receipts for moneys due and payable to CECP from any source whatsoever, and deposit all such moneys in the name of CECP in such depositories as shall be selected in accordance with the provisions of Section 4 of Article VI of these bylaws; and (b) in general perform all of the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors, or by these bylaws.
ARTICLE VI

CONTRACTS, CHECKS, DEPOSITS AND GIFTS
Section 1. Contracts. The Board of Directors may authorize any officer or officer(s), to enter into any contract on behalf of CECP, and such authority may be general or confined to specific instances.
Section 2. Checks and Drafts. All checks, drafts or other orders for the payment of money shall be signed by the Treasurer.
Section 3. Deposits. All funds of CECP not otherwise employed shall be deposited by the Treasurer to the credit of CECP in such depositories as the Board of Directors may select.
Section 4. Gifts. The Board of Directors or any officer of CECP may accept, on behalf of CECP, any contribution, gift, bequest or devise for the general purpose or for any special purposes of CECP.
Section 5. Distributions. The Board of Directors of CECP may authorize the Treasurer of CECP to provide financial support to other organizations in accordance with and for the purposes specified in CECP?’s Articles of Incorporation.
ARTICLE VII

MEMBERSHIP CERTIFICATES
Section 1. Membership. Membership in CECP shall be offered to residents, businesses, and property owners or anyone overseeing the interest of a business or property owner in and around the Charlotte East designated area and to such other areas as the Board of Directors shall resolve from time to time.
Section 2. Membership Dues. Membership in CECP shall be evidenced by a record of deposit of the membership dues. The cost of membership is fixed at Business Membership ( $24 ); Neighborhood Association Group Membership ($24); Multi?Family Group Membership ($24); and Individual Membership ($12). The name and address of the person, business, or group to whom the membership is issued shall be entered on the membership books of CECP.
Section 3. Transfer of Membership. If a member wishes to transfer his/her membership, the membership chair will present the request to the board for a vote. Prorated payment will be due at the time of membership transfer.
Section 4. Rights and Privileges of the Membership. The rights and privileges of the membership shall apply to the holder to whom the membership is issued.
Section 5. Issuance of Membership. All membership applications must be approved by the Board of Directors. Upon such approval and the payment of membership dues as specified by the bylaws of CECP, a membership shall be issued and the applicant shall be considered a member.
Section 6. Redemption of Membership. Any membership holder desiring to withdraw from CECP shall notify the Board of Directors of the wish to withdraw from CECP. No additional dues shall be levied against the membership after said membership has submitted his/her membership to CECP for cancellation or transfer by the Board of Directors.
Section 7. Gratuitous Membership. There shall be no gratuitous or free memberships.
Section 8. Suspension or Revocation of Membership. The Board of Directors is authorized and empowered to suspend or revoke the privileges of the membership for any holder for failure to observe rules and regulations adopted by the Board of Directors. In the event membership privileges are suspended or revoked, no dues or assessments shall be refunded to cover the period of suspension or revocation.
ARTICLE VIII

DUES AND ASSESSMENTS
Section 1. Dues. The amount of annual dues shall be fixed by the Board of Directors, due and payable at such time as the Board of Directors may determine.
Section 2. Failure to day Dues. Failure to pay annual dues or assessments shall be grounds for the Board of Directors to suspend temporarily the privileges of the delinquent member, and, after a delinquency of 60 days, to revoke said membership as outlined in the Bylaws.
ARTICLE IX

DISTRIBUTION OF ASSETS
Section 1. Distribution of Assets. The assets of CECP when in the process of dissolution shall be applied and distributed pursuant to North Carolina General Statute 55A?14.
ARTICLE X

GENERAL PROVISIONS
Section 1. Seal. CECP has no seal.
Section 2. Indemnification. Any person who at any time serves or has served as a director, officer, employee or agent of CECP, or in such a capacity at the request of CECP for any other corporation, partnership, joint venture, trust or other enterprise, shall have a right to be indemnified by CECP to the fullest extent permitted by law against (a) reasonable expenses, including attorney?’s fees, actually and necessarily incurred by him/her in connection with any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative, and whether or not brought by or on behalf of CECP, seeking to hold him/her liable by reason of the fact that he/she is or was acting in such capacity, and (b) reasonable payments made by him/her in satisfaction of any judgment, money decree, fine, penalty or settlement for which he/she may have become liable in any such action, suit or proceeding.
The Board of Directors of CECP shall take all such action as may be necessary and appropriate to authorize CECP to pay the indemnification required by this bylaw, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him/her.
Any person who at any time after the adoption of this bylaw serves or has served in any of the aforesaid capacities for or on behalf of CECP shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive to any other rights to which such person may be entitled apart from the provision of this bylaw.
In addition to the foregoing, the Board of Directors shall have the right and power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of CECP, or is serving at the request of CECP as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not CECP would have the power to indemnify him/her against such liability.
Section 3. Fiscal Year. The fiscal year of CECP shall be a twelve month period beginning on January 1 and ending on the last day of December.
Section 4. Amendments. Except as otherwise provided herein these bylaws may be amended or repealed and new bylaws may be adopted by the affirmative vote of two thirds of the directors then holding office at any regular or special meeting of the Board of Directors at which a quorum is present, provided that at least ten (10) days written notice is given of intention to alter, amend, repeal or adopt new Bylaws at such meeting.
Section 5. Distribution Upon Dissolution. Upon dissolution, all of CECP?’s assets shall, after all of its liabilities and obligations have been discharged or adequate provision made therefor, be distributed to any association or associations organized for purposes similar to the purpose of CECP as may be designated by a majority of the directors of CECP then holding office provided such organization is an organization qualified under Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended.
Section 6. Books and Records. CECP shall keep correct and complete books and records and shall also keep minutes of the proceedings of the Board of Directors and committees having any of the authority of the Board of Directors. The books, records and papers of CECP shall at all times, during reasonable business hours, be subject to inspection by any director. The Articles of Incorporation and the bylaws of CECP shall be available for inspection by any member at the principal office of CECP.
Section 7. Severability. If any provisions of these By Laws shall he held invalid, illegal or unenforceable for any reason (i) such provision shall be invalid, illegal or unenforceable only to the extent of each prohibition and the validity, legality and enforceability of the remaining provisions of the By Laws shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the remaining provisions of these By Laws shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.
4/2004