SCA Bylaws [Return]

CODE OF REGULATIONS OF
SUMMERFIELD CIVIC ASSOCIATION, INC.
A NONPROFIT CORPORATION

ARTICLE I. NAME AND PURPOSE

Section 1   The name of the organization shall be the Summerfield Civic Association, Inc.

Section 2 The purpose of the organization shall be to encourage and promote the general welfare of the community, in accordance with the Articles of Incorporation.

ARTICLE II. MEMBERSHIP

Section 1 The Corporation shall have one class of members. The qualifications and rights of the members of such class shall be as follows:

a) Memberships in Summerfield Civic Association, Inc. are limited to the landowners in the community known as Summerfield, located in Violet Township, Fairfield County, Ohio.

b) Upon obtaining legal title to land in said Summerfield, every landowner shall have the right to be accepted into membership in Summerfield Civic Association, Inc., subject to his or her agreement to abide by all the rules and regulations established from time to time by the Trustees of Summerfield Civic Association, Inc., subject to his or her payment of dues or fees assessed him or her as a member and subject to the right and authority of the Board of Trustees to revoke his or her membership in accordance with provisions hereinafter set out.

Section 2 Ownership of more than one improved or unimproved lot in Summerfield subdivision by any individual, group, family, partnership, company, association, or corporation does not convey the rights, privileges or obligations of more than one (1) membership, but rather those of one membership.

Section 3 Each membership extended to an individual, group, family, partnership, company, association or corporation under Section 1 of this Article II shall have but one vote.

Section 4 The right to hold office in this association as either an officer or member of the Board of Trustees is restricted to residents of Summerfield who are members in good standing in this association, as set out in Section 1 above.

Section 5 a) The right to vote at general meetings is restricted to members in good standing. There shall be no more than one vote per address.

b) Memberships delinquent in payment of dues shall not be considered in good standing.

Section 6 Members may vote by absentee ballot by tendering their ballot in a sealed envelope signed on the outside by a voting member to the association secretary or his or her designee prior to the close of voting.

ARTICLE III. DUES

Section 1 Dues are determined by a vote of a majority of the members at a general meeting and remain in effect until changed by a majority of the members at a general meeting.

Section 2 Annual dues shall become payable 30 days after the dues assessment is determined in accordance with Section 1 of this Article III. New memberships received during the first six months of a year will be assessed dues for the full year. New memberships received during the last six months of a year will be assessed one-half year's dues.

Section 3 The Board of Trustees shall have the power to appeal to the association membership for special funding in the event of emergency conditions requiring expenditure of funds not available in the association treasury.

Section 4 The membership period shall be determined by the Board of Trustees.

ARTICLE IV. GOVERNMENT

Section 1 All authority to manage the affairs of and to conduct the business of this association shall be vested in a Board of Trustees. This Board shall consist of no more than 30 members.

Section 2 All Trustees shall be elected by the general association membership to serve two (2) year terms.

Section 3 All officers serving this association shall be members of the Board of Trustees, be elected by said Trustees, and shall serve as officers of the Board of Trustees and of the association for a term of one year. Association officers shall include a president, a 1st vice-president, a 2nd vice president, a secretary, a treasurer, and a corresponding secretary.

Section 4 The Board of Trustees shall have the authority, at the direction of the president of the association, to create from its membership or from the association membership at large such standing committees and temporary committees as are necessary for the orderly conduct of the business of the association.

Section 5 The Board of Trustees shall have full authority to do all things necessary to keep the association in an operating condition, including, but not limited to, the formulating and passing of resolutions deemed necessary to promote civic improvement and voice the views of the association, the conducting of fund raising activities in the interest of the Community, the employment of counsel, and the expending of the funds of the association as in their judgment is necessary and proper.

Section 6 All actions taken by the Board of Trustees shall be considered as final and binding on the association membership at large subject to the right of petition within 30 days as specified in Article X, Section 3.

ARTICLE V. ELECTION OF TRUSTEES AND OFFICERS

Section 1 Every 2 years the president shall appoint an election committee consisting of no fewer than three association members, which shall be responsible for selecting a slate of candidates for the Board of Trustees. This committee shall make every reasonable effort to nominate candidates in a manner to assure, whenever possible, that there shall be at least one Trustee from among the owners of each of the currently platted Summerfield sections. The slate of candidates shall be included with the written notice of the next annual meeting of the association.

Section 2 Voting for the Trustees shall take place at the annual meeting. Ballots may be cast in person by members attending the annual meeting or, if not present, by proxy. Proxy ballots shall be opened and counted along with the ballots cast at the annual meeting. The election committee shall be responsible for counting and certifying votes.

Section 3 At the first meeting of the Board of Trustees following the annual meeting of the association, the Board of Trustees shall conduct an election for new association officers. The current president shall preside over the election.

Section 4 Nothing herein shall restrict any Trustee or officer from serving two or more continuous successive terms provided that he or she remains qualified and is duly elected.

Section 5 Vacancies on the Board of Trustees shall be filled for the remainder of the then current term by appointment of the president with a confirming vote of two-thirds of the remaining board members. The president shall not vote on confirmation of said appointment. If a vacancy occurs in the presidency, the 1st vice-president shall assume the presidency and appoint a replacement Trustee with a confirming vote of two-thirds of the remaining board members. The vacant vice-presidency thus created and vacancies occurring in any other office shall be filled by a special election of trustees presided at by the president.

Section 6 An officer or Trustee of this association may be removed from office by a resolution of the Board adopted by two-thirds of its members or by a petition signed by 51% of the membership of the association.

ARTICLE VI. MEETINGS

Section 1 The Annual Meeting, as defined by the Articles of Incorporation, must be held in the fourth calendar quarter. The election of Trustees shall take place at this meeting. The first general meeting held in the fourth calendar quarter shall be deemed the Annual Meeting unless the Board of Trustees specifies a different date, at which meeting the election of Trustees shall take place.

Section 2 Additional general meetings of the association may be called by the president, or in case of the president's absence, death, or disability, the vice president authorized to exercise the authority of the president, by the Board of Trustees, or by petition to the Board by 20% of the membership of the association.

Section 3 The Board of Trustees shall meet a minimum of one time during each quarter of each year. The minutes of these meetings shall be available at the next general meeting.

Section 4 Additional meetings of the Board of Trustees may be called by the president or by petition of any three Trustees.

Section 5 All members present either in person or by proxy, shall constitute a quorum for conducting business at general meetings of the association.

Section 6 Unless specified otherwise, a majority of the then elected and serving Trustees shall constitute a quorum for conducting business at a meeting of the Board of Trustees. Each Trustee present shall have one vote.

Section 7 Roberts Rules of Order shall govern the conduct of business at all meetings of the association and all meetings of the Board of Trustees, except as herein provided.

Section 8 Notice of all meetings of the association shall be given a minimum of seven days prior to said meeting.

ARTICLE VII. DUTIES OF THE BOARD OF TRUSTEES

Section 1 The duties of the Board of Trustees shall include, but are not limited to, such activities as are required to maintain the association in a sound financial condition, and to develop policies within the Community to assist its advancement.

Section 2 The Board of Trustees shall maintain an accurate list of association members and the status of each.

Section 3 The Board of Trustees shall periodically publish a Summerfield family directory to be distributed to all members in good standing.

Section 4 Each Board of Trustees member shall communicate personally on a periodic, frequent basis with the general membership about association activities and business and request that non-trustee association members serve on standing and ad hoc Board of Trustee committees from time to time.

Section 5 The Board of Trustees shall publish a minimum of four newsletters each year to be distributed to all members.

ARTICLE VIII. DUTIES OF OFFICERS

Section 1 President: The president shall preside at all meetings of the members and Trustees and have the general supervision over the business and affairs of the association, and such officer shall be chief executive of the association. The president shall approve all orders directing the disbursements of funds and shall make an annual report covering the business of the association for the year and recommendations for the ensuing year. The president shall act as chairman of the Board of Trustees and shall perform all duties imposed upon him or her or as directed by the Board of Trustees and such other duties as may be from time to time required of him or her by either the members of the association or the Board of Trustees.

Section 2 Vice-Presidents: The 1st or 2nd vice-president shall assume and discharge the duties of the office of president in the absence of or disability of the president, or when called upon by the president to perform said duties. In case both president and both vice-presidents are absent or unable to perform their duties, the Board of Trustees may appoint a president pro tempore.

Section 3 Recording Secretary: The recording secretary shall keep minutes of all proceedings of the meetings of members, all proceedings of this association and the proceedings of the Board of Trustees of this association and make a record of the same which shall be attested by him or her. The recording secretary shall keep such other books as may be required by the Board of Trustees and shall be custodian of all records, documents and the seal of the association. The recording secretary shall attend to the giving and serving of all notices required by these regulations or the Board of Trustees and shall perform such other duties as are incident to the office or are properly required by the Trustees.

Section 4 Treasurer: The treasurer shall have charge of all finances and see that they are safely deposited in a local bank approved by the Board of Trustees; shall maintain the membership list; shall report at each meeting of the Board of Trustees and the meetings of the association the condition of the finances of the association with such recommendations as he or she may deem necessary for raising funds with which to carry on the activities of the association. The treasurer or the president shall sign all checks.

Section 5 Corresponding Secretary: The corresponding secretary shall be responsible for external correspondence.

ARTICLE IX. AMENDMENTS

Section 1 This code of regulations may be amended at any general meeting of the association by a two-thirds majority vote of the members voting either in person or by proxy.

Section 2 All proposed amendments shall be submitted in writing at a general meeting. Said amendment shall be published in the next newsletter and voted upon at the following general meeting.

ARTICLE X. GENERAL

Section 1 Nothing herein shall restrict the right of the membership of this association from nominating and/or appointing committees to investigate, consult with, or negotiate with the Board of Trustees upon matters of interest to the membership. However, nothing herein shall be construed as giving any such committee the authority to decide on or dictate to the Board of Trustees in the management of the affairs of this association.

Section 2 Nothing herein shall restrict the right of any member from voting on any matter at any general meeting of the association either in person or by proxy.

Section 3 Nothing herein shall restrict the right of the general association membership to petition against specific actions of the Board of Trustees. Such a petition will require the specific issue to be voted on by the general membership. Such petitions must be in writing signed by a minimum of 25% of the voting membership and submitted to the Board of Trustees no later than the next general meeting.

Section 4 The Association shall be non-partisan and non-sectarian and shall not support or oppose any candidate for political office, nor take part in any movement not in keeping with the purposes and objectives of the Association. The Association, however, reserves the right to take a position and to express its views on any legislation, ordinance or course of action, which in the judgment of the Association will affect the welfare of its members.

Section 5 This Corporation shall not allow the monies in the treasury to be spent for anything other than furthering the purposes of the corporation, as said purposes are set out herein.

Section 6 All books, records and papers of the corporation, including the Articles of Incorporation and Regulations, shall, during reasonable business hours, be subject to inspection by any member, subject to reasonable rules concerning notice and care with which said books, records and papers may be examined, which rules may be established and amended from time to time by the Board of Trustees. Copies of any record, document, or instrument of the corporation may be purchased by a member at such reasonable cost as from time to time shall be established by the Trustees.