Current CEEHDA By-Laws


By-Laws of the
Colonel Elias Earle Historic District Association
Adopted April 26, 2011

 

Article I. Name

This organization shall be known as the Colonel Elias Earle Historic District
Association (“the Association” or “CEEHDA”).

Article II. Boundaries

The boundaries of the Association (“the Boundaries”) shall include those
properties lying within the “Colonel Elias Earle Historic District” zoning district overlay as
designated by the City of Greenville and includes, but is not limited to, all properties
along East Earle Street, West Earle Street, and James Street (“the Neighborhood”).

Article III. Purpose

The purpose of the Association is to perpetuate the Colonel Elias Earle Historic
District, to bring the families of the community into closer association, to strengthen the
feeling of pride in the community, and to take collective and united action for the
residents’ best interest.

Article IV. Membership

Membership in the Association will be open to all residents, households, and
property owners at least 18 years of age in the Neighborhood that pay the Annual
Association Fee. Businesses, schools, churches, etc. (plural “Entities” or singular
“Entity”) located within the Boundaries can become members of the Association by
paying the annual fee.

A membership roll shall be maintained and open to inspection by any member of
the Association.

The general membership shall elect Officers and block captains, review
committee report, hold discussions on matters of community interest, projects, or
concerns and consider and vote upon Significant Issues, herein defined below.

Article V. Meetings

Printed and/or electronic notices stating the location, day, and hour of meeting of
all regularly scheduled and special Association meetings shall be provided not less than
seven (7) days before the date of the meeting.

Regularly scheduled Association meetings shall take place in February, May, and
September of each year on a date established by the Board of the Association.

Additional special Association meetings may be called by the President and/or the
majority of the Board of the Association.

Parliamentary procedures or Robert’s Rules of Order shall prevail at all meetings
unless otherwise specified by a two-thirds vote of the Members present and entitled to
vote at any meeting or as elsewhere modified in these By-laws.

Article VI. General Voting Procedures

This article applies to all voting except as otherwise provided herein. The
following voting procedures will be used for any item where the By-laws require
Membership approval. These procedures may also be used for voting on items where
the Officers desire to establish an Association position on an item or issue; however
they are not required to be used unless so specified by the By-laws.

Notice of the item under consideration for a vote or approval will be posted on the
Association website at least seven (7) days prior to the date the vote is to be taken.

Only one (1) vote per household/residence/address/property owner/entity will be
allowed unless multiple member of the household elect to join individually by paying the
Association Fee (herein defined below). Neither proxy nor cumulative voting shall be
allowed. Owners of multiple residential properties are limited to one (1) vote.

For voting purposes and except as otherwise provided herein, a quorum shall be
defined as not less than ten voting Members of the Association. A quorum is necessary
in order to elect officer, amend the By-laws, or make binding decisions for the
Association. A quorum is not necessary to conduct an Association meeting. A simple
majority of the members present in any meeting of the Association shall rule.

Ballots will be counted and the results posted on the website.

Article VII. Board of Directors

The affairs of the Association shall be managed by the Association’s Board of
Directors (“Board”). The Officers and Block Captains of the Association shall serve as
the Association’s Board. Each Officer’s term of appointment as a member of the
Association’s Board shall coincide with such Officer’s term of office.

The Association’s Board shall have regularly scheduled meetings the last
Tuesday of January, April, August, and October. At its discretion, the majority of the
Association’s Board, the President, or the Vice-President may call and have special
meetings. The time and place of the regularly scheduled and special Board meetings
shall be designated by the Board. Seven (7) days prior notice of all regularly scheduled
and special meetings, including the date, time, and place of same, shall be provided to
the Association via the internet or other verbal or written notification means. All Board
meetings shall be open to members of the Association.

Fifty percent plus one of the Board members in good standing shall constitute a
quorum for the transaction of business, including voting, at any meeting. Any Board
member may be represented at a meeting of the Board by another member from the
Association by proxy, which shall have full voting power.

A Member’s resignation as an Officer or Block Captain shall likewise be deemed
resignation from the Association’s Board of Directors.

The Board may not take action binding the Association on Significant Issues
without prior approval of the Association Membership. Significant Issues are herein
defined as (1) controversial issues wherein greater than 15 % of the Association
members in good standing have submitted written concerns regarding the issue and the
Association’s or the Association’s Board’s involvement in same, (2) any financial issue
or decision involving expenditures that reduce the Association’s funds by greater than
25 %, and (3) amendments to the By-laws. The Board may at its discretion deem
additional issues as Significant Issues to be voted on by the general membership.

Any Board member may be removed from office by a vote of fifty percent plus
one of the Board members in good standing.

Article VIII. Officers, Term of Office, Duties, and Election of Officers

A. Officers & Term of Office

 Officers will be elected by the members of the Association and shall consist of a
President, Vice President, Treasurer, Secretary, City Liaison, Webmaster and
Immediate Past President. All Officers must reside within the geographical Boundaries
of the Colonel Elias Earle Historic District Association (as set forth in these By-laws) for
the entire period they hold office. Officers will be elected at the annual meeting in the
spring of each year and serve a two-year term commencing on June 1st following the
election. All elected Officers must have been an Association member in good standing
for a minimum of twelve months prior to the election and be at least eighteen years of
age.

The President may serve no more than two consecutive terms as President and
may run for any office after being out of office for at least one term. A vacancy in the
office of President shall be filled automatically by the Vice President for the remainder of
the unexpired term with eligibility to serve two additional terms as President if re-elected
at the annual meeting.

The Vice President may serve no more than two consecutive terms as Vice
President. A vacancy in the office of the Vice President shall be filled by election during
the next Association meeting after the vacancy occurs. This replacement Vice President
shall serve the remainder of the unexpired term with eligibility to serve two additional
terms as Vice President if re-elected at the annual meeting.

The Treasurer, Secretary, City Liaison and Webmaster may serve successive
terms as elected by the members. A vacancy in any of these offices shall be filled by
election during the next Association meeting after the vacancy occurs.

The outgoing President assumes the office of Immediate Past President when a
new President is elected and the outgoing President’s departure was not necessitated
by misconduct or resignation within his or her first term. The Immediate Past President
shall serve in this capacity for not less than one two-year term following his or her term
as President and shall continue thereafter until such time as a new President shall be
elected.

Additional Officers and a Board of Directors may be elected by the Association at
its meetings in accordance with any amendments to the By-Laws.

B. Duties

The President shall be the principal executive officer of the Association; and,
subject to the control of the Association, shall in general supervise and control the
activities of the Association. The President shall preside at all meetings of the members.
If the President is not present then he/she may designate someone to so preside, and in
the absence of a designee, the Vice President shall preside. The President may
authorize individual expenditures of less than $200 (not to exceed a total of $500 or
one-fifth, whichever is less, of Association assets within one calendar year) and shall
perform other duties as may be prescribed by the Association from time to time.

The Vice President shall perform duties of the President in the event of death,
inability, or removal from office. When so acting, the Vice President shall have all of the
powers of and be subject to the restrictions upon the President. The Vice President
shall perform other duties as may be outlined by the President or the Board.

The Treasurer shall:

1) Maintain a checking account and financial records for the Association;
2) Deposit annual dues and other receipts;
3) Make disbursements for authorized expenses such as mailing costs for
meeting notices, newsletter production, and other such Association business;
4) Maintain a list of the membership with all contact information to include
mailing, email address and telephone number for each member;
5) Notify members when dues are to be paid;
6) Receive and record dues payments and maintain receipts;
7) Provide financial statements and reports at Association and Board meetings;
and
8) Perform additional duties as may be outlined by the President or the Board.

The Secretary shall:

 1) Keep the minutes or accurate notes of the Association meetings, including a
list of members and visitors present at the meetings;
2) Prepare agendas for Board and Association meetings;
3) Keep and update the Association By-laws as amended pursuant to Article XII
herein; and
4) Perform additional duties as may be outlined by the President or the Board.

The City Liaison shall:

1) Attend City hearings, workshops and meetings relating to the neighborhood;
2) Meet with property owners & developers;
3) Develop & maintain relationships with City Council & City staff; and
4) Perform additional duties as may be outlined by the President or the Board.

The Webmaster shall:

1) Maintain the Association website;
2) Be custodian of the Association Records;
3) Disseminate information to Association members as directed by the President
or the Board; and
4) Act as the Association Historian.

Other duties of elected Officers shall be to file Articles of Incorporation with the
South Carolina Secretary of State, formulate the agenda for meetings, and channel
requests for information to the appropriate entity. The elected Officers will seek the
advice and input of the general membership for Association goals, meeting topics, guest
speakers, events, and website features.

C. Election of Officers

Association Officers will be elected by written or electronic ballot at or to coincide
with an Association meeting. Proxy voting will not be allowed.

A biannual election will be held in May of each odd-numbered year to elect
Officers to serve beginning in June of the same year. Special elections may become
necessary at other times during the year. The following procedure will be utilized for all
elections:

1) The President will appoint two or more Association members to serve on a
Nominating Committee with the Immediate Past President who will act as the
committee chair. The Committee will seek out prospective candidates for
office.

2) A call for nominations will be posted on the Association website at least two
(2) months prior to the date of the election.

3) Any current Association member may nominate someone for office.
Nominations should be submitted in writing to the Nominating Committee
Chair and will require the person being nominated to agree in writing to serve
if elected. It is also preferable that a brief statement be provided concerning
the qualifications and past contributions of the person nominated. The
Nominating Committee will ensure that at least one nominee is found for each
office and may make additional nominations beyond those submitted by the
membership. The Nominating Committee will ensure that each candidate is
eligible and qualified to run for office according to the Association By-laws.

At least one (1) month prior to the election, the Nominating Committee Chair will
provide the Board a list of all the nominees and any supporting information to be made
available on the ballot. Unless some irregularity is found by the Board, the names and
supporting information will be placed on a ballot with a provision for write-in candidates
for each office. The ballot will be made available to the Association at least fifteen (15)
days prior to the meeting/election. Ballots may be printed and brought to the meeting
where the election will take place. Ballots may also be completed and turned in at the
meeting on the date and time specified in the election announcement. Ballots received
after the election will not be counted. Once a ballot has been submitted it may not be
withdrawn.

At the meeting/election nominations may be made from the floor for additional
candidates to run for any office. The nominee must be present at the election and agree
to serve if elected. Persons not in attendance are not eligible to be considered for a
nomination from the floor. A nominee from the floor will be considered a write-in
candidate and a vote for such a candidate would be entered in the space provided on
the ballot for a write-in candidate for that particular office.

Ballots will be counted and the results announced utilizing the procedure outlined
in Article VI. The candidate receiving the most votes for each office will prevail. In the
event of a tie vote the current President will cast the deciding vote.

Any additional requirements listed under Article VI will be applicable to the
election of Officers.

Article IX. Block Captains

Each block of East Earle Street, West Earle Street, and James Street, totaling
nine (9) blocks, will be represented by a resident of said block (“Block Captains”). Each
Block Captain will be a voting member of the Board of Directors of the Association.

The Block Captains shall (a) attend the regular Board meeting or appoint a
representative in his or her place; (b) act as a liaison between the Board and individual
residents of his or her block by distributing communications to individual houses and
representing concerns, ideas, and opinions of the block Association members to the
Board; (c) assist in updating the annual membership roster; (d) act as a representative
of the Association to welcome new residents and address birth, deaths, or other
significant events concerning residents on his or her block; and (e) perform additional
duties as may be outlined by the President, the Association, or the Board.

Article X. Committees

The Association shall have those standing Committees described below.
Additional Committees and the Chairpersons for each standing Committees shall be
determined by vote of the Board. Committee Chairpersons shall be responsible for
recruiting volunteers from within the Membership to serve on their Committees.
Chairmanships shall be for a one year term, and shall be nominated and voted on by
the Board. Vacancies shall be filled at the next Board meeting for the prior
Chairperson’s unexpired term.

Standing Committees and their role in the Association are described below:

(1) Beautification Committee. The Beautification Committee shall recruit and
coordinate volunteers for participation in clean up and beautification projects within the
neighborhood.
(2) Membership Committee. The Membership Committee shall (a) maintain a
list of the membership with all contact information to include mailing and email address
and telephone number for each household; (b) recruit members, both individual and
business; (c) coordinate an annual neighborhood family membership-drive social event;
and (d) coordinate efforts with Block Captains to welcome new members to the
Association.
(3) Social Committee. The Social Committee shall coordinate and delegate
subcommittees for annual social events including but not limited to: Halloween
party/parade, Egg hunt, Holiday party.

Article XI. Dues and financial management

The fiscal year of the Association is from September 1st through August 31st. The
annual dues are $ 25 per resident, household, entity, or property owner (“Association
Fee”) and shall not increase unless approved as a change to the By-laws. Dues will be
for a 12-month period commencing in September of each year and will not be prorated
for any portion of the 12 months. Funds collected for special projects will be held in the
Association’s general account but will be specifically set aside and distributed for the
purpose designated. Except as otherwise provided herein, expenditures on behalf of
the membership must be approved by a quorum of the Board.

Article XII. Amendments to By-Laws

The Membership of the Association shall have the sole power to adopt and
amend the By-laws. If a quorum of the Membership, as herein defined above, exists,
these By-laws may be amended, altered, changed, added to, or repealed by affirmative
vote of a simple majority of the Membership of the Association entitled to vote at any
regular meeting of the Association. Proper notice of a proposed amendment to the Bylaws
include a summary of any proposed change must be made to effect any change to
the By-laws.

Article XIII. Dissolution

In the event of dissolution of the Association, the current balance of funds will be
irrevocably donated to the Earle Street Baptist Church.