Article I - Name

The name of this organization shall be the Bear/Glasgow Council of Civic Organizations, Inc.

Article II - Objectives

Section 1 - To provide open forum discussions on current regional problems or concerns.

Section 2 - To provide opportunities to link experienced individuals within the area to area- specific problems and to train others in those fields of expertise.

Section 3 - To support a strong, unified position regarding current and future area development, and other community-related issues.

Article III - Territory

The territory will consist of the general area considered Bear/Glasgow.

Article IV - Membership and Dues

Section 1 - All civic associations, maintenance corporations, homeowner groupings, and individuals approved by the Board of Directors who have paid the required dues for the current fiscal year will herein be considered voting members.

Section 2 - Individuals and business associations are considered non-voting members. After two years of active membership, individuals and business associations may apply to the Board of Directors for voting privilege. This is retroactive from the date of the Bear Glasgow Council of Civic Organizations inception. No more than twenty-five percent (25%) of active voters may consist of business associations.

Section 3 - All voting members' dues are $20.00. All non-voting members' dues are $10.00. This will be effective June 1, 1998.

Article V - Executive Officers

Section 1 - The officers of this organization shall be as follows: President, Vice President, Secretary, Treasurer, and Standing Committee Chairpersons.

Section 2 - [This section was removed as written.]

Section 3 - The officers are elected by the Board of Directors.

Section 4 - The President, Vice President, Secretary, and Treasurer shall serve a term of two years. Elections for the President and Treasurer shall be held in years ending in an odd number. Elections for Vice President and Secretary shall be held in years ending in an even number.

Section 5 - The officers must be paid members in good standing.

Section 6 - In case of vacancy of office, excluding the position of President, the Board of Directors will nominate a replacement for the vacant office from among themselves. In the event the President cannot fulfill his/her entire term of office, the Vice President will assume his/her responsibilities for the remainder of his/her term. In the event the Vice President is unwilling or unable to fulfill the remainder of the term, a nominating committee will be formed and an election will be held at the next general meeting.

Article VI - Duties of Officers

Section 1 - President The President shall be chief executive officer of the council, shall call and preside at all of the meetings, shall see that all orders and resolutions are carried into effect, officially represents the organization, and shall call special meetings that are required or requested.

Section 2 - Vice President The Vice President, in the absence of the President, shall perform duties as designated by the President, and shall be a member ex-officio of all committees.

Section 3 - Secretary The secretary shall keep a roll of the membership and an accurate record and minutes of all proceedings, and the secretary will make available at each monthly meeting copies of meeting minutes from the previous monthly meeting, and shall notify the members of meetings as hereafter provided.

Section 4 - Treasurer The treasurer shall keep full and accurate records of receipts and disbursements of all moneys collected or disbursed. Shall deposit all moneys and other valuable effects in the name and to the credit of the Bear/Glasgow Council of Civic Organizations in a depository institution insured by the Federal Deposit Insurance Corporation in the State of Delaware as may be designated by the Board of Directors. Shall report at each meeting the financial status and all transactions of the council, shall as ordered by the executive officers disburse, issue and sign all checks with one other executive officer of the council. The Treasurer with the input from the Executive Board shall create a yearly budget to be approved by the Board of Directors. The Treasurer will make available treasurer reports at the January, March, June and September monthly meetings. All accounts and financial records shall be internally audited on a yearly basis by a designated member of the Board of Directors approved by the Board of Directors. The fiscal year begins January 1st and ends December 31st.

Article VII - Board of Directors

Section 1 - The general management of this organization shall be vested in a Board of Directors.

Section 2 - The Board of Directors will be comprised of the voting individuals as described in Article IV, Section 1.

Section 3 - Each civic association, maintenance corporation, homeowner grouping, and business association member shall be entitled to appoint, in any manner it sees fit, one person and one alternate to serve as its representative on the Board.

Section 4 - The Board representative shall be determined by the respective organization with a minimum term of one year.

Section 5 - The member association's chief executive officer must notify the President of the Bear/Glasgow Council of Civic Organizations regarding the name of their selected representative.

Article VIII - Meetings and Quorums

Section 1 - There shall be a meeting every Monday, excluding July, August and December. The general meeting in January shall be the annual meeting of the organization. All general meetings shall be open to the public.

Section 2 - One fourth (1/4) of the Board of Directors in good standing may call a special meeting by giving a minimum of seven (7) days notice to each member of the organization.

Section 3 - One fourth (1/4) of the Board of Directors in good standing, consisting of at least two Executive Board officers, shall constitute a quorum at any meeting for the transaction of business. A majority of those present in good standing shall be required for vote passage. The secretary shall have a list of eligible voting members and their alternates.

Article IX - Nominations and Elections

Section 1 - The President shall appoint a nomination and election committee of three at the September meeting.

Section 2 - Nominations of officers shall be held at the October meeting.

Section 3 - Election of officers shall be by ballot by the Board of Directors at the November meeting. These officers shall assume office at the close of the meeting.

Section 4 - Provisions shall be made for nominations from the floor at the November meeting. All nominees must signify acceptance.

Article X - Parliamentary Authority

Section 1 - Roberts Rules of Order as revised shall be the organization's final authority in all questions of procedures and parliamentary law not covered by the Bylaws.

Article XI - Standing and Ad Hoc Committees

Section 1 - Standing committees of the organization shall be, but not limited to, Planning and Zoning, Legislative, Infrastructure, Environmental, Newsletter, and Maintenance.

Section 2 - Any written report is open to any voting member.

Section 3 - Committee membership is open to any active member of a member association with the approval of the Board. Any changes made to the membership of a Standing Committee must be announced at the next general meeting. Membership of Ad Hoc Committees does not need approval of the Board. Committee membership lists shall be published at a minimum of once a year.

Section 4 - The Planning and Zoning Committee is authorized to take a committee position at Public Hearings and other such meetings which may arise between general council meetings of the Board of Directors.

Section 5 - All standing committee chairpersons shall be elected by the Board of Directors.

Article XII- Voting

Section 1 - Each voting member is entitled to one vote.

Section 2 - The Vice President must be informed of absentee ballots and proxy voting in writing as per specific issues. No new business shall be voted on by proxy votes.

Article XIII - Corporate Seal

Section 1 - The organization shall have a corporate seal inscribed thereon the name of the organization, the year of its incorporation, and the words "Corporate Seal, Delaware".

Article XIV - Non-Profit Organization

Section 1 - The organization shall be a non-profit organization.

Article XV - Amendments

Section 1 - Amendments to these Bylaws may be adopted by a vote of fifty-one percent (51%) of the Board members present at any meeting provided a quorum is present and provided each proposed amendment shall have been submitted in writing to all Board members at least seven (7) days prior to the meeting.

Article XVI -

Section 1 - Any Board member may be dismissed from the Board of Directors for conduct that may compromise the council.

Section 2 - Dismissal proceedings may be initiated by any Board member by written letter to the President of the council. The President will be required to form an Ethics Committee consisting of the remaining Executive Board members minus the Executive Board member in question to be replaced at random.

Section 3 - If the President is the individual in question, the letter should be addressed to the Vice President, and the Vice President would initiate the dismissal process.

Section 4 - If council is without a Vice President or the Vice President's conduct is in question, responsibility would fall to the next executive officer.

Section 5 - Proceedings of the ethics committee will be followed as outlined in Roberts Rules of Order.

Section 6 - An Executive officer must resign from office if such person runs for any elected office. Such individual may not return to office and may not represent the council in a public forum until the next general election of the Bear Glasgow Council of Civic Organizations.

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