AMENDED
BY-LAWS OF
CROWN HEIGHTS-EDGEMERE HEIGHTS

IMPROVEMENT, INC.

 

ARTICLE I

PRINCIPAL OFFICE

Section 1 The principal office of this corporation shall be located at the residence of the President of this corporation, at which the books of the corporation shall be kept.

 

ARTICLE II

MEMBERS

Section 1. The membership of this corporation shall be comprised of residents of the area designated in the corporation's Articles of Incorporation who apply for membership. Each person who becomes a member shall remain a member until he resigns from the corporation or ceases to reside in the area designated in the corporation's Articles of Incorporation.

 

ARTICLE III

MEETINGS

Section 1. The annual meetings of the corporation shall be held at such place as may be determined by the Board of Directors on the first Sunday of the month of February.

Section 2. Fifty members, entitled to vote and present in person or represented by proxy shall constitute a quorum at all meetings of the corporation for the transacting of business.

Section 3. Written notice of the annual meeting shall be mailed to each member entitled to vote thereat the address shown on the books of the corporation not less than five (5) nor more than thirty days prior to said board meeting.

Section 4. Special meetings of the corporation may be held at such places and times as a majority of the Executive Committee or the Board of Directors may at any time designate.

Section 5.< Written notice of special meetings of the corporation stating the time, place and object thereof shall be mailed not less than five (5) nor more than thirty (30) days prior to said meetings to each member of the corporation entitled to vote thereat and to the address as appears on the books of the corporation.

 

ARTICLE IV

DIRECTORS

Section 1. The property and business of this corporation shall be managed by its j7 Board of Directors consisting of twenty (2) directors. Each director must be a member of the corporation. Ten (10) directors shall be elected to a three (3) year term at each annual meeting of the corporation held in February and shall serve until their successors shall be elected and qualified or until removed from office under the provisions of Sections 4 and 7 of this Article, except that ten (10) initial directors shall be elected to a term expiring at the time of election of their successors the following February and ten (10) initial directors shall be elected to a term expiring at the time of election of their successors the second February thereafter.

Section 2: The Directors will hold meetings which may be called by the President on not less than five (5) nor more than thirty (30) days notice or by the Secretary on the written request of not less than three (3) Directors; provided, however, that notice of any meeting of the Directors may be waived in writing signed by a majority of the Directors at such place or places as they may from time to time determine.

Section 3. In addition to the express power and authority designated to them by these By-Laws, the Directors shall exercise all such powers generally conferred upon directors of a non-profit corporation and not forbidden by the statutes of this state of the Articles of Incorporation.

Section 4. Any Director may be removed from office with cause at any time by a vote of the majority of the members present at any legal meeting of the members of the corporation at which a quorum may be present.

Section 5. The Directors as such shall not receive any compensation for their services.

Section 6. At all meetings of the Board of Directors a majority of eleven (11) Directors shall be necessary to constitute a quorum for the transaction of business.

Section 7. A Director shall notify the Secretary of the Executive Committee if he or she will be absent from a meeting. A Director shall be replaced upon three (3) consecutive un-notified absences.

ARTICLE V

OFFICERS

Section 1. The officers of the corporation shall consist of President, Vice­President, Secretary, and Treasurer.

Section 2. The officers of the corporation shall be chosen at the meeting of the Directors following the annual meeting of the corporation where there is a quorum present and shall be chosen from the Directors by majority vote of the Directors.

Section 3. The Board may appoint such other officers or agents as it shall deem necessary who shall hold office for such term and exercise such powers and determine such duties as may be determined ffrom time to time by the Board.

Section 4. The officers of the corporation shall serve without compensation and shall hold office until their successors are chosen and qualify.

Section 5. Any officer elected or appointed by the Board may be removed from office by the affirmative vote of a majority of the Directors at any meeting.

Section 6. The Executive Committee shall consist of the four officers of the corporation which may meet on the call of any of said members and which shall between meetings of the Board deal with all matters concerning the interests of the corporation and management of its business and perform such duties and exercise such powers as may be delegated to it by the Board from time to time.

 

ARTICLE VI

PRESIDENT

Section 1. The President shall be the chief executive officer of the corporation, preside at all meettings of the corporation, the Board of Directors and the Executive Committee; shall be responsible for the carrying out of the orders and resolutions of the Board of Directors and the corporation; and shall serve on the Executive Committee.

Section 2. The President shall execute such papers or documents as may be required from time to time and shall have and exercise the general powers usually vested in the office of the President of a non-profit corporation.

 

ARTICLE VII

VICE-PRESIDENT

Section 1:< The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President; shall perform such other duties and the Board of Directors may from time to time prescribe; and shall be a member of the Executive Committee.

 

ARTICLE VIII

TREASURER

Section 1. The Treasurer shall have the custody of the corporate funds, securities, and property, whether real, personal or mixed, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and deposit all monies and valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

Section 2. The Treasurer shall disburse the funds of the corporation as may be ordered by the President or Board, taking proper vouchers therefor; shall render an account for all these transactions and of the financial condition of the corporation to the President, Directors, and annual meetings of the corporation, and if so required, shall furnish to the corporation a bond with sureties satisfactory to the Board of the faithful performance of his duties; and shall be a member of the Executive Committee.

 

ARTICLE IX

SECRETARY

Section 1. The Secretary shall attend all meetings of the Board of Directors, the Executive Committee, and the meetings of the corporation and record the votes, attendance of members of the Board of Directors, and minutes of all such proceedings in books to be kept for such purposes; shall also give or cause to be given notice of all meetings of the corporation, the Board of Directors, and the Executive Committee; shall perform such other duties as may be designated by the President, the Executive Committee, or the Board of Directors, and shall be a member of the Executive Committee.

 


ARTICLE X

VACANCIES.

Section 1. If the office of any Director or of any agent of the corporation becomes vacant by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, the Directors may by majority vote of the Directors present at any meeting at  which there is a quorum present, choose or appoint a successor or successors who shall hold office until the next general election.

 

ARTICLE XI

DELEGATION OF DUTIES

Section 1. In the absence of any officer of the corporation or for any reason that the Board may deem sufficient, the latter may delegate for the time being the powers or duties, or any of them, to any other officer or any Director upon the approval of a majority of the Board of Directors at any meeting where a quorum is present.

 

ARTICLE MI

BOOKS AND RECORDS

Section 1. The Directors shall determine from time to time under what conditions and regulations the accounts and books of the corporation (except such as may be specifically open tto inspection by statute) shall be open to the inspection of the members of the corporation. In addition thereto, said accounts and books shall be open to the membership at each annual meeting of the corporation.

 

ARTICLE XIII

DISBURSEMENTS

Section I . All checks and notes of the corporation shall be signed by the Treasurer and one other member of the Executive Committee.

ARTICLE XIV

COMMITTEES

Section 1. The Board shall establish standing and ad hoc committees for the implementation of the corporation's purposes set forth in its Articles of Incorporation.

Section 2. The Board shall appoint the chair of established committees at the Board meeting after the February meeting of the Corporation's membership.

 

ARTICLE XV

NOTICES

Section 1. Whenever the by-laws as hereinabove set out provide for the giving of notice to any Director, Officer, or member, it shall be construed to mean notice in writing by depositing the same in the post office, addressed to such person at the address appearing on the books of the corporation and such notice shall be deemed to have been given at the time of mailing thereof but any person to whom such notice is required to be given may waive the same by waiver duly signed and filed in the records of the corporation.

 

ARTICLE XVI

AMENDMENTS

Section 1. These by-laws may be amended, altered, repealed or revised at any annual meeting or special meeting of the corporation.

 


Adopted by the members of the corporation on this 1st day of February, 1998, at its annual meeting.


 

                                   

President

 

 


ATTEST:                                            


Secretary