Bylaws of the Community Association
ARTICLE I - Name and Purpose
Section 1. This Association shall be known as “The Stoneleigh Community Association, Inc.”
Section 2. The Association is organized and shall operate as a non-profit organization for community and civic improvement and protection and other non-profit purposes. Any income received shall be applied only to the non-profit purposes and objectives of the organization, and no part of the income shall inure to the benefit of any officer or member.
ARTICLE II - Membership and Boundaries
Section 1. Any Stoneleigh resident of legal age shall be eligible for membership in the Association. Eligible residents shall become Association members upon completion of a Membership Application and payment of current year’s dues.
Section 2. Annual membership dues are owed on a dwelling basis, not an individual basis.
Section 3. Any member of the Association may be expelled for cause by a two-thirds vote of the Board of Governors provided, however, that such a member shall be notified in writing of the reasons or charges at least thirty (30) days prior to action thereon, with the right to appear at a Board of Governors’ meeting. Should the Board of Governors vote to expel the member, the member shall have the right to appeal the action to the membership of the Association at its next membership meeting. To make such an appeal, the member must give written notice to the President of the Association within thirty days of notification of the Board of Governors’ action. Upon giving said notice, the member shall continue to be a member until final action by the general membership at said meeting.
Section 4. The boundaries of Stoneleigh include all those properties beginning at Stoneleigh Road and running thence on the east side of York Road to Hatherleigh Road, thence on the north side of Hatherleigh Road to Oxford Road, thence on the west side of Oxford Road to Stevenson Lane, thence returning from Stevenson Lane on the east side of Oxford Road to Hatherleigh Road, thence continuing on the north side of Hatherleigh Road to Rich Hill Road, thence on the east side of Rich Hill Road to Pemberton Road, thence on the south side of Pemberton Road to Kenleigh Road, thence on the east side of Kenleigh Road to Regester Avenue, thence on the north side of Regester Avenue to Petworth Road, thence on the west side of Petworth Road to Stoneleigh Road, and thence on the south side of Stoneleigh Road to York Road, the place of beginning.
ARTICLE III- Dues and Fiscal Year
Section 1. The annual dues for membership in the Association shall be in such amount as resolved upon at the last membership meeting of the Association of the preceding year, provided that notice of such proposed action is given to the membership at least 30 days prior to the date of such membership meeting. If no such action is taken at such membership meeting, the then existing amount of dues shall continue for the following year. The annual membership dues shall be due and payable within thirty (30) days of receipt of notice each and every year.
Section 2. The fiscal year of the Association shall be the calendar year unless otherwise set by the Board of Governors.
Section 3. A member having paid the prior year’s dues, shall be considered in good standing and eligible to vote until March 15th.
ARTICLE IV- Administration
Section 1. Government and administration of the Association shall be by a Board of Governors composed of up to sixteen members, consisting of a President, Vice President, Treasurer, Secretary, the most recent Past President and up to eleven other board members, including the Pool Committee chairperson. The President, Vice President, and the most recent Past President shall be elected to a one-year term and may not succeed themselves in office. The Secretary and the Treasurer shall not be elected to more than two consecutive one year terms in the same office. The remaining board members shall be elected to, but not limited to, one-year terms.
Section 2. The Executive Committee shall consist of the President, Vice President, Treasurer, Secretary and most recent Past President. This Executive Committee shall possess and may exercise all of the powers of the Board of Governors in the management of the business and affairs of the community association conferred by these laws or otherwise.
The action by the Executive Committee shall be reported to the Board of Governors at its next succeeding meeting, and shall be subject to revision and alteration by the Board of Governors, provided that no rights of third persons shall be affected by such revision or alteration.
Section 3. In the event of death, resignation or removal of any officer or Board Member, a successor shall be appointed by majority vote of the members of the Board of Governors at the earliest possible date to serve the unexpired term. Vacancies in office shall be filled by the Board of Governors in the same manner.
Section 4. The President shall preside at all meetings of the Association, appoint all committees except the Nominating Committee, and serve as a member ex-officio of all committees. The President shall submit a report at the annual general membership meeting of the Association, giving a resume of the year’s work. The ex-officio status of the President on all committees shall carry with it voting rights on these committees.
Section 5. The Vice-President shall render the President any assistance that may be deemed necessary by the President, and in the absence of the President assume the duties of the Presidency.
Section 6. The Secretary shall keep an accurate record of the transactions of this Association and act as Secretary to the Board of Governors. The Secretary shall record the minutes of the meetings of the Board of Governors, and of membership meetings.
Section 7. The Treasurer shall keep a list of the membership, collect all dues, including, but not limited to, membership and the community pool, and shall receive and safely keep all the funds paid into the Association and deposit them in the name of The Stoneleigh Community Association, Inc. in a bank approved by the Board of Governors. The Treasurer shall pay all expenses as per provisions of Section 8 below. All dispositions of Capital Assets shall be first recommended by two-thirds of the Board of Governors and then approved by 60% of the members present at the annual meeting or a special meeting or vote after at least 10 days notice to the membership of the proposed disposition. The Treasurer shall keep an account of all the assets of the Association and submit a report as to the financial status of the Association at the membership meeting and at each Board meeting.
Section 8. The signature of the Treasurer, or in his/her absence, the President, shall be required on all checks in an amount of five hundred dollars ($500.00) or less. The signature of the Treasurer and the President, or in his or her absence, the Vice President shall be required on all checks of the Association exceeding five hundred dollars ($500.00). Authorization of all expenditures over five hundred dollars ($500.00) must be approved by a majority vote of the Executive Committee.
Section 9. The Board of Governors may approve the investment of portions of the Association and/or Pool Committee funds in alternatives to Bank deposits, such as money market funds, if it shall be deemed prudent under the existing circumstances.
ARTICLE V- Nominations and Elections
Section 1. The Nominating Committee shall consist of the five most immediate Past Presidents still residing in Stoneleigh and the current President who shall serve as Chairperson. The Committee shall meet and nominate one Association Member for each office and for each forthcoming vacancy on the Board. The list of nominations shall be in writing and shall be submitted to the Secretary at least thirty days prior to the annual meeting. The Committee shall confirm that each nominee has agreed to serve, if elected. The Nominating Committee shall arrange for distribution of the list of nominations to members of the Association no later than twenty days prior to the annual meeting. Additional nominations can be submitted by any member of the Association who is in good standing. Such nominations must be in writing and received by the Secretary of the Association at least ten days prior to the annual meeting. The written consent of any such nominee must accompany the nomination. If additional nominations are received, the election for those positions shall be by written ballot. A majority vote shall elect, if there are two nominees. A plurality vote shall elect if there are more than two nominees. Officers and Board Members shall take office on February 1st.
ARTICLE VI- Removal From Office
Section 1. Any member of the Board of Governors, may be removed from office for just cause at the annual or a special meeting by a two-thirds vote of the members of the Association present and voting, upon charges preferred by any ten members of the Association in good standing, provided that such Officer or Board Member shall have been notified of such charges not less than thirty days prior to such meeting. Any such Officer or Board Member shall have the right to appear before such meeting in defense of such charges.
ARTICLE VII - Meetings
Section 1. The Association shall hold at least one Annual Membership Meeting a year. This meeting shall be scheduled to occur in January. This meeting shall be for the purpose of electing board members, receiving reports of board members, approval of the budget of the Community Association and such other business as may arise.
Section 2. Special Membership Meetings shall be held at the call of the Board of Governors, or upon written request signed by thirty (30) members of the Association provided that the purpose of the meeting shall be stated in said request and upon giving at least 14 days notice to all members of the Association.
Section 3. The attendance of fifty members shall be necessary to constitute a quorum at a membership meeting of the Association.
Section 4. All voting must be done in person unless a written ballot is otherwise authorized by the Board of Governors.
Section 5. Any member in good standing may be represented at the Annual Meeting by a person eighteen (18) years of age or older residing in the same household, to whom he/she has given a signed proxy. A single member household may give his or her signed proxy to another member of the association in good standing who is eighteen (18) years of age or over. The holder of the proxy shall be entitled to vote in the place and stead of the association member at the Annual Meeting of the community association during the time that the proxy is effective. A proxy shall be valid for no more than thirty (30) days after its issuance. In order to use a proxy at the Annual Meeting of the community association the proxy must be filed with the Secretary of the community association prior to the time for which the meeting is called.
Section 6. The Board of Governors shall meet no less than quarterly, at the call of the President.
Section 7. A majority shall constitute a quorum at the meetings of the Board of Governors.
ARTICLE VIII - Community Swimming Pool
Section 1. Title to the “Swimming Pool Property” shall be vested in The Stoneleigh Community Association, Inc.
Section 2. The responsibility for managing and operating the pool property shall be delegated by the Board of Governors to the Pool Committee.
The Pool Committee shall have written operating policies and procedures for the operation of the pool.
Section 3. The Chairperson of the Pool Committee shall be a member of the Board of Governors and he/she or a duly designated committee member shall report on pool activities and status of operation at each Board Meeting.
Section 4. The Stoneleigh Community Association Treasurer, in consultation with the Pool Committee Chairperson, shall annually prepare a proposed budget for the operation and maintenance of the pool and submit same to the Board of Governors for their approval, before current year’s bills are mailed to members.
Section 7. The Stoneleigh Community Association Treasurer shall collect all sums paid by members and patrons for the use of the Pool and shall make disbursements in accordance with the approved budget in accordance with Article IV, Section 8.
Section 8. Prior to the annual membership meeting, the SCA Treasurer and the Pool Committee Chairperson will submit an annual report to the Board of Governors showing operating revenue and operating expenses.
Section 9. The Pool Committee shall keep minutes of all meetings of the Committee, copies of which shall be available to the Board of Governors upon request.
Section 11. The Pool Committee shall have full and complete authority to promulgate rules and regulations for the safe, sanitary and orderly operation of the pool, including the right to suspend members from the use of the facilities for violation thereof. The suspended member will have the right of appeal to the Board of Governors. The rules and regulations shall be published periodically.
Section 12. The Pool Committee shall annually determine the minimum membership for efficient operation of the pool. If that minimum membership is not attainable, based on prior year’s experience, the Committee may meet that number by accepting non-resident membership.
ARTICLE IX - Political Status
Section 1. The Association shall remain politically non-partisan at all times and shall not endorse any candidate for public political office.
ARTICLE X - Auditing
Section 1. The Executive Committee shall appoint a committee composed of two members who are not members of the Board of Governors, or alternatively an outside CPA firm, to audit the books of the Association at the close of the fiscal year. The Treasurer’s Annual Report shall carry the signatures of the auditors showing that all accounts have been checked and found in order.
ARTICLE XI - Order of Business
Section 1. The recommended order of business at all meetings is:
(1) Approval of or modification of minutes of the previous meeting.
(2) Reports of Officers and Standing Committees.
(3) Reports of Special Committees.
(4) Unfinished business.
(5) New Business.
Section 2. The Board shall make final judgment on the Rules of Procedure and Order of business at Board meetings.
ARTICLE XII - Amendments
Section 1. These By-laws or any Article hereof, may be altered, amended, added to or repealed by a two-thirds vote of the members present at any membership meeting of the Association, provided that at least 30 days’ and not more than 60 days’ written notice of such alteration, amendment, addition or repeal be given to all members of the Association.
Section 2. The Board of Governors may make, alter, amend or repeal supplementary By-laws not inconsistent herewith and may promulgate rules and regulations subject to and expediting the provisions of these By-laws provided that such supplementary By-laws or rules and regulations are approved by a majority of the members attending the membership meeting of the Association and that immediately following the implementation thereof all members of the Association are given at least 30 days’ and no more than 60 days’ written notice of such implementation.
ARTICLE XIII - Indemnification
Section 1. The Association shall defend, indemnify and save harmless any and all of its past and present duly elected officers, members of its Board of Governors, its committee members, and/or volunteers appointed and acting on its behalf including, but not limited to the Pool Committee, from any and all claims, injuries, losses, damages, and/or expenses arising out of their association duties, and the same shall not be held personally liable or responsible for any claim, injury, loss, damage, and/or expense arising out of any act or failure to act in his, her or their individual or joint capacities as such officer, member of the Board of Governors, Committee Member and/or volunteer as long as he, she, or they reasonably believed to be in or not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his, her, or their conduct was unlawful.
Section 2. The Board of Governors shall be empowered to authorize the purchase of such insurance as may be reasonably available to provide for the above indemnification.
Stoneleigh Community Association, Revised January 2012