Members: please review the draft of our new by-laws, as approved by the board. Below are our current by-laws.
NEW BRITAIN CIVIC ASSOCIATION
A NON-PROFIT CORPORATION
EFFECTIVE JULY 13, 2015
The following By-Laws contain Amendments made by the Board of directors on July 13, 2015, which Amended By-Laws are intended to govern the organization on an interim basis until a formal review of the By-Laws has been completed with the assistance of legal counsel. While adherence to the By-Laws has not formerly been a priority of the Board of directors or the Corporation, it is the intention of the Board that these Amended By-Laws shall strictly govern the workings of the organization and that upon completion of the counseled review of the By-Laws and anticipated promulgation of new By-Laws, succeeding Boards of Directors as well as the Corporation will strictly adhere to all of the terms of any By-Laws then in force.
Article I: Name
The official name of the Corporation shall be the “New Britain Civic Association Incorporated”.
Article II: Office
The office of the Corporation is to be in the Borough of New Britain, County of Bucks, State of Pennsylvania, at such place as the Board of Directors may appoint.
Article III: Purpose
The purposes for which the Corporation is formed are:
Section 1: To Provide a non-partisan, non-sectarian and non-commercial organization to initiate, encourage, assist and sponsor activities within the Borough of New Britain and the surrounding areas which share its community interests, for the benefit, betterment, advancement and general civic improvements of this community.
Section 2: To assist, represent and support other local civic groups or organizations of combinations of them, for a common civic cause.
Section 3: To cooperate with and assist the Borough authorities in forwarding non-partisan movements of improvements for the community or its residents.
Section 4: To provide a means for the sharing of individual concerns relating to community interests and welfare and to provide a source of action, directly or indirectly, on them. Such concerns must come before the Board of Directors for approval.
Section 5: To minimize “Proximity without Community”, by the utilization of any selected means of communication for determining needs, exchanging ideas and dispensing information relating to matters of civic interest.
Section 6: To operate, manage and expand such funds and property, both real and personal, received directly or as Trustees by voluntary contribution or otherwise a result of such activities.
Section 7: To receive and hold property, both real and personal of and for the New Britain Civic Association, any of its subordinate groups or projects and any association organized in sympathy with and in aid of its or their civic, educational or benevolent work and to execute trusts thereof. The Corporation does not contemplate pecuniary gain or profit incidental or otherwise to its members.
Article IV: Membership
Section 1: Membership of the Corporation shall be composed of such civic minded residents of and/or owners of real estate, in the Borough of New Britain and surrounding areas, who will be willing to give of their time and service voluntarily in order that the purposes of the Corporation may be fulfilled, who have paid dues as herein-after provided, and who are approved for membership by the majority of the Board.
Section 2: The Annual Dues for membership shall be determined by the Board of Directors and submitted to the general meeting of the membership for approval.
Section 3: The forfeiture of membership and/or eligibility shall occur upon determination by the Board of conduct of a member which is counter to the objectives and/or policies of the Corporation. A member of the Board of Directors may be asked for their resignation from said Board, if in the opinion of the Board they are lacking the necessary interest in the Association, or if a total of four (4) meetings have not been attended within a one (1) year period.
Article V: Board of Directors
Section 1: The affairs of the Corporation shall be under the management of a Board of Directors of not more than nine (9) members, which shall include the Officers, one third of whom shall be elected by members of the Corporation each year and shall hold office for a period of three (3) years or until their successors are duly elected and qualify. No officer of the Board of Directors shall hold the same office for more than two (2) consecutive elected terms (a total of six (6) years, unless an extension is approved by a majority of the Board of Directors.
Section 2: The Board shall have full powers in the management of the affairs of the Corporation, and do all lawful acts as are not by statute or by these By-Laws directed to be exercised or done by the membership of the Corporation. The Board shall from their number annually elect the Officers of the Corporation and may delegate the powers of the Board to Officers or special committees or project groups in the course of handling of the current business of the Corporation and shall, upon recommendations of any Officer, appoint any standing or special committee for the aforesaid purposes with such powers to them and upon such terms of them as the Board shall see fit and shall present recommendations through the President of the Corporation to the membership at the annual meeting or at a special meeting called in accordance with procedures for annual meetings.
Section 3: The Board of Directors shall have full power to fill vacancies in the Board or among Officers of the Board which shall occur for any reason between the annual meetings of the Corporation. Such Officers so appointed shall serve until the next annual meeting of the Corporation and such Directors as may be appointed shall serve for the unexpired term of the Director in whose stead said appointment has been made.
Section 4: Five (5) members of the Board of Directors shall constitute a quorum for the transaction of the Corporation’s business.
Article VI: Duties and Powers of Officers
Section 1: President – The President shall preside at all meetings of the members of the Corporation and of the Board of Directors and shall be a Director. They shall have general active management and direction of the business of the Corporation and shall see that the orders and resolutions of the Board or of the membership are carried out. They shall execute all legal documents for the Corporation and countersign all checks, drafts or bills of exchange issued by or on behalf of the Corporation. They shall appoint chairmen of all standing committees, shall be an ex-officio member of all of said committees and shall represent the association upon all occasions as its official head.
Section 2: Vice President – In case of the absence of the President or of their inability to act, the Vice President shall perform all of the duties and the functions of the President, and shall be a Director. In the event of the resignation of the President, the Vice President shall assume the office of President and carry on and conduct the affairs of the Corporation as its official head for the unexpired term of the President.
Section 3: Secretary – The Secretary shall keep full minutes of all meetings of the members of the Corporation and of the Board of Directors, and shall attend all sessions of the Board and record all votes and the proceedings thereof in a file to be kept for that purpose.
Section 4: Treasurer – The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depository as may be designated by the Board. The Treasurer shall send out bills for dues of members and accept said dues, and inform delinquent members of said delinquency at least once a year. The Treasurer shall render an Annual Report to the Board of the financial condition of the Corporation, and an account of all financial transactions of the Corporation at such meeting of the Board.
Section 5: The office of Secretary and Treasurer may, at the discretion of the Board, be combined.
Article VII: Annual Meeting
The Annual Meeting of the members of the Corporation shall be held on the third Monday of June at such time and place as shall be determined by the Board of Directors, at which time the members shall elect one-third of the membership of the Board to serve for a period of three years. Each member of the Corporation shall be entitled to one vote. Ten (10) members of the Corporation shall constitute a quorum for the transaction of business at any Annual Meeting. Written notice of the Annual Meeting shall be sent by the Secretary, or their designee, to each member of the Corporation via email at the address of record at least ten days prior to the meeting.
Nomination may be made by any member of the Corporation at the Annual meeting. A majority vote of all members present at the Annual meeting will decide officers and Board Members.
Article VIII: Notice
Whenever notice is required by statute or by these by-laws same will be deemed to be sufficient if given by sending the written notice to the address of all members of the Corporation or of the Board via email.
Article IX: Amendments
Amendments to these by-laws may be made at any meeting of the Board provided that notice of the proposed amendment(s), shall be given to the members of the Board at least 24 hours prior to the time of the meeting thereof, via email prior to said meeting. Such amendments as may be approved by the Board shall be submitted to the membership at the Annual Meeting, and there approved or rejected. Amendments to these by-laws may also be presented at the Annual Meeting provided that notice of the proposed amendments is give to the President which shall contain the words of the present by-laws and the words of the proposed amendments or alteration thereof, such notice shall be signed by ten members of the Corporation and shall be in the President’s hands not less than fifteen (15) days prior to the Annual Meeting. Ten (10) days notice of the proposed amendment shall be given by the Secretary to the entire membership when presented as aforesaid. Notice of the amendments made by the Board shall be included in the notice of the Annual Meeting, but need not be in full text but only containing such explanatory statement as will indicate the nature if the amendment.