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Laurel Park Civic Association, Inc., By-Laws

Article I. NAME AND PURPOSE

Section 1.01: NAME. The NAME of this organization shall be the Laurel Park Civic Association, Inc.,

Section 1.02: PURPOSE. The Articles of Incorporation and the Bylaws shall govern LPCA and itsmembers and facilitate the fulfillment of the purposes adopted by LPCA. The LPCA is organized exclusively for charitable, literary and educational purposes. It is to serve as a nonpartisan, nonprofit force for civic improvement, including but not limited to:

(1) Keeping members informed of matters pending before and acted on by the elected officials of the Town of Laurel Park, North Carolina;

(2) When appropriate, working with the elected officials and town manager of the Town of Laurel Park on matters of mutual civic interest;

(3) sponsoring programs, projects and activities that will enhance the quality of life for residents of the township of Laurel Park, North Carolina;

(4) formulating, keeping, and maintaining a historical record of the Town of Laurel Park from its founding to present day; and

(5) educating the members of LPCA and the residents of Laurel Park on the importance of the native flora andfauna of Laurel Park.

Laurel Park Civic Association, hereafter referred to as LPCA. It shall be a nonprofit organization. 

 

Article II. MEMBERSHIP

 

 

Section 2.01: ELIGIBILITY FOR MEMBERSHIP. Membership shall be open to all Laurel Park residents, property owners, renters and businesses within the town of Laurel Park, North Carolina and its Extra-Territorial Jurisdiction upon full payment of annual dues. A single individual representative of a residence, property, rental unit, or business shall constitute a membership.

Section 2.02: ANNUAL DUES. The amount required for annual dues shall be determined by the Board of Directors of LPCA. Dues may, on occasion, be paid by donation of comparable products or services to LPCA, by prior approval of the Board of Directors of LPCA.

Section 2.03: VOTING RIGHTS. The full payment of the annual dues will entitle each Member to one vote in all elections of LPCA.

Section 2.04: TERMINATION OF MEMBERSHIP. Membership in LPCA is automatically terminated whenever the Member is in default of payment of the annual dues of LPCA. A member may also be removed for cause by a majority vote of the membership.

 

Section 2.05: RESIGNATION. Any Member may resign by filing a written resignation with the Secretary of LPCA.

ARTICLE III. OFFICERS

Section 3.01: OFFICERS. LPCA shall have the following officers:

1) President,

2) Vice President,

3) Secretary,

4) Treasurer

Section 3.02: ELECTION OF OFFICERS. The Officers of LPCA will be elected annually by the members of the Board of Directors.

Section 3.03: TERM OF OFFICE. The Officers shall serve a one-year term. Officers’ terms can be renewed for additional terms of office by a vote of the Board of Directors.

Section 3.04: DUTIES. The duties of the Officers are as follows:

 1. The PRESIDENT shall be the principal executive officer of LPCA and shall preside over all meetings, represent LPCA on public occasions, have general supervision of the affairs of LPCA and make such committee appointments from the membership or from the Board of Directors as shall be deemed advisable for the effective conduct of the work of LPCA  He or she will execute on behalf of LPCA all contracts in writing that may be required and authorized by the Board of Directors for the proper and necessary transaction of the business of LPCA.

2. The VICE PRESIDENT shall assist the President as the President requests, and represent LPCA on appropriate occasions. The Vice President shall also, in the absence or disability of the President, perform the duties and exercise the powers of the President of LPCA. In the absence of the President, the execution by the Vice President on behalf of LPCA of any  authorized instrument will have the same force and effect as if it were executed on behalf of LPCA by the President.

3. The SECRETARY shall keep attendance records and record the proceedings of all meetings, maintain adequate records of LPCA’s activities, and conduct such official correspondence as shall be required. The Secretary will be the custodian of all books, correspondence, and papers relating to the business of LPCA, except those of the Treasurer.

4. The TREASURER will have general charge of the finances of LPCA and shall collect, safeguard, disburse and make monthly reports of all funds collected in the name of LPCA. When necessary and proper, he or she will endorse on behalf of LPCA all checks, drafts, notes, and other obligations and evidences of payment of money to LPCA or coming into his or her possession, in such bank or banks that may be selected by the Board of Directors. He or she will keep full and accurate accounts of all receipts and disbursements of LPCA in books belonging to LPCA, which will be open at all times to the inspection of the board of directors.

5. The duties of the officers shall not be limited as enumerated above, but they may discharge in addition such duties as are assigned by LPCA’s Board of Directors.

6. Unless so authorized by the LPCA Board, no officer shall have any power or authority to bind LPCA by any contract or engagement, to pledge its credit, or to render it liable peculiarly for any purpose or in any amount. 

Section 3.05: VACANCIES AND REMOVAL FROM OFFICE. Any Officer may be removed by a majority vote of the Board of Directors of LPCA. The Officer involved will be given an opportunity to be present and to be heard at the meeting at which his or her removal is considered. Upon the death, removal, resignation, or incapacity of an Officer of LPCA, a majority of LPCA’s Board of Directors shall elect a successor.

Section 3.06: MANAGEMENT. The Association shall be managed by the Officers so elected, with powers consistent with these Bylaws.

ARTICLE IV. BOARD OF DIRECTORS

 

Section 4.01: NUMBER OF DIRECTORS. The number of members of the Board of Directors of LPCA will be not less than nine or more than twelve.

Section 4.02: DIRECTOR REQUIREMENTS. Directors will represent various geographic areas of Laurel Park whenever possible and will share the aims of LPCA. Prospective Directors must be members of LPCA to be considered. No elected official in the Town of Laurel Park will be eligible for board membership. Directors will be residents and/or property owners in Laurel Park. If possible, LPCA shall strive to have at least one member of the Laurel Park businesscommunity on the board.

Section 4.03: ELECTION OF DIRECTORS. Election of Directors will occur as the first item of business at the annual meeting of LPCA. Directors will be elected by a majority vote of the members present and voting.

Section 4.04: TERM OF DIRECTORS. The term of each Director of LPCA will be three years. Terms will be staggered, with a maximum of four Directors being elected in any one year.

Section 4.05: TURNOVER OF A DIRECTOR. When a Director dies, resigns, or is removed, the Board of Directors may elect a Director to serve for the duration of the unexpired term.

Section 4.06: REMOVAL OF A DIRECTOR. Any Director may be removed from the Board of Directors by an affirmative vote of a majority of all the Directors at an official meeting of the Board. Notice of the proposed removal will be given to Board Members with the notice of the meeting. The Director involved will be given an opportunity to be present and to be heard at the meeting at which his or her removal is considered.

Section 4.07: CONFLICT OF INTEREST POLICY. On an annual basis, each officer and director shall read and sign LPCA’s Conflict of Interest Policy. The purpose of the Conflict of Interest Policy is to protect the interest of LPCA when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of LPCA or might result in a possible excess benefit transaction. The Secretary will be responsible for having each officer and director sign such document at the first board meeting of the new year.

ARTICLE V. MEETINGS OF THE BOARD OF DIRECTORS

Section 5.01: ANNUAL MEETING. An annual meeting of the Board of Directors will be held in conjunction with the annual Member meeting. At such meeting, the Board of Directors will present to the Membership the Officers elected by the Board of Directors for the following year. Also at such annual meeting, the election of the Board of Directors for the following year by the Membership shall be held.

Section 5.02: REGULAR BOARD MEETINGS. In addition to its annual meeting, the Board of Directors will hold regular meetings at least ten times each calendar year at such place as may be designated in the notice of the meeting.

Section 5.03: SPECIAL BOARD MEETINGS. Special meetings of the Board of Directors may be called at any time by the President of LPCA or in his or her absence by the Vice President or upon receipt of a request signed by five (5) or more Directors.

Section 5.04: NOTICE OF MEETINGS. Directors will be notified of regular meetings by means of the annual schedule of meeting dates and by written or electronic notice each month. Notice of special meetings will be given at least one week in advance.

Section 5.05: VOTING. At all meetings of the Board of Directors, each Director present will be entitled to cast one vote on any motion coming before the meeting. The presence of a majority of the Directors will constitute a quorum at any meeting. At a meeting at which there is a quorum present, a simple majority affirmative vote of the Directors present is required to pass a motion before the Board.

Section 5.06: PROXY VOTING. Proxy voting will not be permitted.

Section 5.07: ROBERT’S RULES OF ORDER. Robert’s Rules of Order will be the authority for all conduct and questions of procedure at any meeting of LPCA.

ARTICLE VI. MEETINGS OF MEMBERS

Members shall elect the Board of Directors of LPCA, receive  reports on the affairs of LPCA, and transact any other business which is within the power of the Members.

Section 7.01: COMMITTEE ORGANIZATION AND OPERATION. The Board of Directors may designate one or more standing committees and/or ad hoc committees, each of which will consist of at least one committee chair and two or more committee members. Committee members may be members of the Board of Directors, members of LPCA, or other interested individuals. The chair of the committee will be appointed by the President of LPCA, who will act with the Board’s approval. After consultation with the committee chair, the President will appoint committee members. The studies, findings, and recommendations of all committees will be reported to the Board of Directors for consideration and action, except as otherwise ordered by the Board. Committees may adopt such rules for the conduct of business as are appropriate and are not inconsistent with the Bylaws or state law. Committees shall submit written minutes of any meetings of the committee. Committee meeting minutes will be filed with other board and membership meeting minutes as records of LPCA.

Section 7.02: EXECUTIVE COMMITTEE. The Board of Directors will have at least one standing committee, the Executive Committee. This committee will be chaired by the President of LPCA and will consist of all the officers of LPCA. This committee will serve as the central planning group for the organization.

Section 6.01: ANNUAL MEETING. An annual meeting of members will be held in June of each year if possible at a place the Board may from time to time select. At such meeting, the reports on the affairs of LPCA, and transact any other business which is within the power of the members.

ARTICLE VII. COMMITTEES

Section 6.02: SPECIAL MEETINGS. Special meetings of the membership may be called upon majority vote of the Board of Directors or by ten (10) percent or more of the Members entitled to vote.

Section 6.03: QUORUM. A quorum of a membership meeting shall be twenty-five (25) members.

Section 6.04: MEETING NOTICE. Notice of regular and/or special meetings of the membership must be sent to each member and must be mailed or delivered at least seven (7) days prior to the day such meeting will be held.

Section 6.05: MEETING CHAIR. Membership meetings will be chaired by the President or, in his or her absence, the Vice President.

Section 6.06: PROXY. Members may not vote by proxy at any meeting of members.

Section 6.07: VOTING. All issues shall be decided by a majority vote of Members. Other than the election of Directors, which shall be done by those Members present at the annual meeting, any other election whereby a count of the votes of all Members may be desired, may be conducted by mail or similar means (or by having an extraordinary meeting) in such manner as the Officers and Directors of LPCA shall deem advisable.

ARTICLE VIII. FINANCES

Section 8.01: FISCAL YEAR. The fiscal year of LPCA will be July 1 through June 30.

Section 8.02: PAYMENT LIMITS. All checks, drafts, and other orders for payment of funds will be signed by the Treasurer and President (or Vice President in the absence of the President).

Section 8.03: BORROWING. Borrowing by LPCA shall be permitted, but subject to strict limits and guidelines approved by the Board of Directors. Borrowing shall be for short term requirements only. Borrowing amount limitations shall be established by the Board of Directors.

Section 8.04: POLICIES AND PROCEDURES. The finances of LPCA shall be governed by the board and by a Policies and Procedures document for finances adopted by the board.

ARTICLE IX. MINUTES

Section 9.01: LPCA will keep minutes of the proceedings of its meetings of the Board of Directors.

ARTICLE X. BOOKS AND RECORDS OF ACCOUNT

Section 10.01: LPCA will keep correct and complete books, minutes and records of account as well as a record of the names and addresses of the members entitled to vote. All books, minutes and records of LPCA may be inspected by any Member or his or her agent or attorney for the proper purpose at any reasonable time. LPCA shall endeavor to safeguard the books and records as well as the privacy of Member information.

ARTICLE XI. AMENDMENTS

Section 11.01: The Board of Directors may seek to amend this Bylaws instrument from time to time. Any proposed revisions of these Bylaws must be submitted and voted upon at the Annual Meeting (or an Extraordinary Meeting) of LPCA’s members and will be adopted at such meeting upon receiving a majority vote of LPCA members present and voting.

ARTICLE XII. EFFECTIVE DATE

Section 12.01: The effective date of these By-Laws shall be October 19, 2011. These By-Laws shall replace previous By-Laws adopted August 24, 1959 and revised July 1. 1991.