McLean Hamlet Community Association

BYLAWS


McLEAN HAMLET COMMUNITY ASSOCIATION BYLAWS
(As adopted on January 12, 1989, and amended in 1992, 1995, 1999, 2005, 2009, 2012)


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ARTICLE I. PURPOSE

It is the purpose of this Corporation, McLean Hamlet Community Association ( the Association), to function as a civic organization to promote the collective interests of the residents and homeowners in the governance of McLean Hamlet and its environs. This self-managed, volunteer Association shall have and may exercise the full power and authority granted it by statute and in furtherance of its purposes may carry on activity of any character whatsoever that is not prohibited by law or required to be stated in the Articles of Incorporation.


ARTICLE II. FISCAL YEAR

The fiscal year of McLean Hamlet Community Association shall be from July 1 through June 30.


ARTICLE III. MEMBERSHIP


Section 1. Eligibility. Each resident household in the McLean Hamlet Subdivision and each non resident ownership of a property in the Subdivision shall be eligible for membership in the Association.


Section 2. Dues. Annual membership dues as agreed upon by the Board of Directors shall become payable at the beginning of the next fiscal year. Upon payment each fiscal year, a resident household or non-resident owner shall gain membership in the Association for that fiscal year.


Section 3. Votes. Each membership shall have the right to cast one (1) vote at the annual membership meeting and any special meetings of the Association.


Section 4. Annual Membership Meeting. An annual meeting of the membership shall be held on a weekday evening in the month of April, as determined by the Board of Directors. Memberships shall be notified of the time and location of this meeting in writing by Hamnet or other means not less than ten (10) days nor more than sixty (60) day prior thereto, except that notice of a membership meeting to act on an amendment of the Articles of Incorporation or dissolution of the Association shall be given not less than twenty-five (25) nor more than sixty (60) days before the meeting date. At the Annual Membership Meeting, members of the Board of Directors shall be elected. Nominees for the election of directors shall be listed on a ballot to be voted by the membership during the annual meeting. Only Association members who are in good standing (i.e., current on their dues payments) may be directors. Nominees shall be elected by a plurality of the votes of the membership in attendance and by absentee ballots which shall include provisions for voting by proxy. The Board of Directors shall make copies of such ballots available to each membership for absentee voting. The annual Membership meeting is open only to Association members and other persons invited by the Board of Directors.


Section 5. Special Membership Meeting. A special membership meeting may be called by the president or any four (4) directors or by a petition of at least twenty five (25) memberships. Notice of a special meeting shall be given to the memberships in writing not less than ten (10) days prior thereto. The purpose of a special membership meeting shall be stated in the notice, and no other business shall be entertained or transacted during that meeting. A Special Membership Meeting is open only to Association members and other persons invited by the Board of Directors


Section 6. Quorum. A quorum is necessary for the transaction of business at an annual or special membership meeting. A quorum shall consist of at least ten percent (10%) of the memberships, either in person or by absentee ballot and/or proxies. However, should such quorum not be attained at an annual membership meeting, for the next called meeting the memberships present shall constitute a quorum for the transaction of all business. For special meetings, should such quorum not be attained, for the next called special meeting the memberships present and proxies shall constitute a quorum for the transaction only of the specific business for which the special meeting was called.


Section 7. Parliamentary Rule. The business transacted at all meetings of the membership shall be based on and guided by the current version of Robert's Rules of Order. Because meetings are conducted informally, the president shall be the final authority on the appropriateness or extent of compliance with Robert's.


Section 8. Majority Vote. Unless otherwise specified, at any meeting of the membership of the Association, a majority of those voting shall decide all matters.


Section 9. Proxies. To be counted toward a quorum or a vote for either annual membership meetings or special membership meetings, proxies must be in writing and signed by the absent membership. Proxies may be applicable to all business that may arise at annual membership meetings or may be directed only to specific questions planned for the meeting and, in either case, they shall be counted toward the quorum. Any qualified membership, when so designated on the proxy, may exercise another's proxy. The president shall exercise all proxies when no membership has been designated. The Board is also authorized to establish a system of voting by electronic transmission by the member or the member's proxy.


ARTICLE IV. BOARD OF DIRECTORS


Section 1. Responsibilities and Authority. The Board of Directors shall be responsible for the general management of the Association. They shall have the authority to execute all the powers that may be exercised or performed under the laws of the Commonwealth of Virginia, the Articles of Incorporation, and these Bylaws.


Section 2. Meetings. Unless otherwise agreed, there shall be a monthly meeting of the Board of Directors which shall be held at such time, date, and place as the Board of Directors shall designate. Special meetings may be called by the president or by any four (4) directors by notice given in person, or via telephone or e-mail, to all directors at least twenty four (24) hours before such meeting. All meetings are open only to Association members and other persons invited by the Board of Directors..

A. Parliamentary Rule. The business transacted at all meetings of the Board of Directors shall be based on and guided by Robert's Rules of Order. Because meetings are conducted informally, the president shall be the final authority on the appropriateness or extent of compliance with Robert's.

B. Quorum. A majority of directors in office immediately before the meeting begins shall constitute a quorum for the conduct of any business during a meeting of the Board of Directors.

C. Executive Session. The board of directors or any subcommittee or other committee thereof may convene in executive session to consider personnel matters; consult with legal counsel; discuss and consider contracts, pending or probable litigation and matters involving violations of the declaration or rules and regulations adopted pursuant thereto for which a member, his family members, tenants, guests or other invitees are responsible; or discuss and consider the personal liability of members to the association, upon the affirmative vote in an open meeting to assemble in executive session. The motion shall state specifically the purpose for the executive session. Reference to the motion and the stated purpose for the executive session shall be included in the minutes. The board of directors shall restrict the consideration of matters during such portions of meetings to only those purposes specifically exempted and stated in the motion. No contract, motion or other action adopted, passed or agreed to in executive session shall become effective unless the board of directors or subcommittee or other committee thereof, following the executive session, reconvenes in open meeting and takes a vote on such contract, motion or other action which shall have its substance reasonably identified in the open meeting. The requirements of this section shall not require the disclosure of information in violation of law.

Section 3. Appointment of Officers and Chairs.

A. Officers. The officers of the Association shall consist of a president, vice president, secretary and treasurer. Each officer shall also serve as a director. Officers are appointed by the Board, and may be removed by the Board. Officers shall serve for a term of one (1) year. In the event a vacancy occurs in the office of president, the vice president shall assume the office of president and the Board of Directors shall appoint a successor to serve for the remaining term of the vice president. Should a vacancy occur in any of the other three officer positions, the Board of Directors shall appoint a successor to serve for the remaining term of such vacancy.

B. Executive Committee. The four officers shall serve as an executive committee of the Board, and will have the authority to act between Board meetings if needed, subject to the approval of the full Board at the next meeting.

C. Standing Committee Chairs. Following a recommendation by the President, Standing Committee Chairs are appointed by the Board and may be removed by the Board.

Section 4. Directors. There shall be up to ten (10) directors. Each director shall serve a term of three (3) years. Directors' terms shall be staggered, and each year at least three (3) directors shall be elected. Vacancies for any unexpired term shall be filled until the next annual meeting by appointment by the Board of Directors. A Board member who has three (3) consecutive unexcused absences from meetings of the Board or Annual or Special membership meetings shall be deemed to have resigned from the Board. By majority vote, the board of Directors shall have the sole authority to excuse a director's absence if such absence is deemed reasonable in the sole discretion of the Board.


Section 5. Voting. Each Director shall have one (1) vote on all matters brought before the Board of Directors. Motions shall carry by majority vote. Directors shall not cast their vote by proxy.


Section 6. Budget. The budget, with line items specified, will be approved by the Board no less than 15 days before the start of the next fiscal year.


Section 7. Insurance. The Board of Directors shall ensure that liability insurance coverage is in effect for each officer, director, chairperson, committee member, project manager, and volunteer (those who are performing a specific task or service for the Association) in an amount determined to provide reasonably sufficient liability protection should litigation, or the threat of litigation, be initiated against the Board of Directors as a whole, or against any individual officer, director, chairperson, committee member, project manager, or volunteer.


ARTICLE V. DUTIES AND RESPONSIBILITIES OF THE OFFICERS


Section 1. President. The president shall preside at all Board of Directors and membership meetings and shall have control over the daily operations of the Association. He/she shall sign or approve contracts and other official instruments of the Association and shall give notice of all meetings as required in these Bylaws. The president shall recommend to the Board of Directors the chair of each standing committee; standing committee chairs are appointed by the Board and may be removed by the Board. As he/she deems appropriate, the president shall be a member of all committees of the Association except the Nominating Committee and shall, in all other respects, perform appropriate duties prescribed by the parliamentary authority adopted by the Association. In no event shall any individual serve as President for more than four (4) consecutive one-year terms.


Section 2. Vice President. The vice president shall perform such duties and assume such responsibilities as may be agreed upon with the president. In the absence of the president, the vice president shall perform all the duties of the president.


Section 3. Secretary. The secretary shall keep a record of all votes and minutes of the proceedings of all membership and Board of Directors meetings. Within two (2) weeks following each meeting, he/she shall submit via e-mail draft minutes to the Board of Directors for comments and shall, in all other respects, perform appropriate duties prescribed by the parliamentary authority adopted by the Association. The secretary shall also maintain custody of all minutes and shall keep a current copy of each standing committee's manual or similar document that establishes the committee's responsibilities, policies, procedures, and other information that assures timely and efficient committee functionality. The secretary shall also keep a copy of any correspondence as directed by the president.


Section 4. Treasurer. The treasurer shall keep accounts of all monies of the Association received or disbursed and shall deposit all monies and valuables in the name and to the credit of the Association in such bank as the Board shall approve. At each membership and Board of Directors meeting, he/she shall submit a treasurer's report and, in all other respects, perform appropriate duties prescribed by the parliamentary authority adopted by the Association. In no event shall any individual serve as Treasurer for more than four (4) consecutive one-year terms


ARTICLE VI. COMMITTEES AND PROJECT MANAGERS


Section 1. Standing Committees. In addition to the standing committees listed herein, the Board of Directors may establish additional standing committees or delete any, as required. Chairpersons may select members to serve on their respective committee and shall develop for approval by the Board of Directors and keep current a manual or appropriate document that establishes responsibilities, policies, procedures, and other information that assures timely and efficient committee functionality. The secretary of the Association shall maintain a current copy of each such document. Additionally, each chairperson shall be responsible for responding to complaints by residents and/or owners that are associated with or related to the committee's functions or procedures.

A. Community Standards Committee. The committee shall perform and conduct appropriate actions and functions to encourage member compliance with the covenants for McLean Hamlet Sections 1, 2, & 3 and Section 4 (encouraging compliance with the covenants for Section 5 is the sole responsibility of the association responsible for the governance of the homes on Snow Meadow Lane and Lear Road), and shall coordinate as necessary with other chairpersons to ensure that the general beauty and attractive appearance of McLean Hamlet is maintained.

B. Public Safety Committee. Considering the paramount importance of ensuring the well- being of residents and visitors, the committee shall be concerned with the safety affairs of McLean Hamlet, shall maintain close liaison with appropriate government public safety officials on behalf of the Association, and shall promote such programs and activities as may be appropriate to enhance the safety and protection of residents, visitors, and the property of the citizens of McLean Hamlet.

C. Membership Committee. To maintain the vitality, continuity, and friendly reputation of McLean Hamlet, the committee shall be responsible for the solicitation and maintenance of memberships in the Association and will mail dues statements and, in cooperation with the treasurer, shall collect dues. The committee shall maintain a database that shall constitute the official membership list of the Association and which shall be the official roll of memberships for all purposes.

D. Entranceway and Landscaping Committee. Because of the importance of keeping an attractive and inviting appearance of McLean Hamlet's entranceways and the traffic island at the eastern Falstaff Road entrance, the committee shall maintain the landscaping and plantings at each site, emphasizing perennial plantings that require minimum care and watering.

E. HAMNET Committee. To facilitate the timely dissemination of matters of interest to McLean Hamlet residents and owners, the HAMNET Committee shall have an editor who is responsible for sending e-mail messages to resident subscribers in accordance with the HAMNET Policies and Procedures manual. A backup editor shall be responsible when the editor is unavailable.

F. Web Site Committee. Mclean Hamlet's Web site shall be maintained as a means of providing immediate access to pertinent information about the Association and matters and local issues that might impact our community.

Section 2. Nominating Committee. The Board shall appoint the chairperson and members of the Nominating Committee, which shall have not less than three (3) members. The committee shall be formed at least 90 days in advance of the annual membership meeting and shall submit to the Board of Directors nominations of candidates for which elections are to be held during the annual membership meeting. When approved by the Board of Directors, a candidate or candidates shall be presented to the membership for approval. An Association member will also become a candidate for the Board (and submitted to the Membership for approval) if that member's candidacy is supported by a petition of at least twenty-five (25) memberships, and submitted to the Board of Directors at least thirty (30) days prior to the next annual meeting at which members of the Board of Directors will be elected.


Section 3. Project Managers. The president shall appoint project managers to oversee specific projects or tasks, many of which occur annually, e.g., picnic, large trash item pick-up, yard sale, newsletter, etc. Each project manager shall be responsible for enlisting the assistance of other volunteers as deemed appropriate and/or necessary.


ARTICLE VII. CHANGING THE BYLAWS


Section 1. Authorization. Only by action of the membership of the Association may these Bylaws be amended or repealed, or new Bylaws made.


Section 2. Requirements. Notice of any proposed change to these Bylaws shall be sent to each membership of the Association at least ten (10) days prior to any meeting at which such proposed changed Bylaws are to be considered. Action by the membership of the Association to amend the Bylaws, or the Association's Articles of Incorporation from which these Bylaws derive, shall require a two-thirds (2/3rds) majority vote of those present in person or by proxy at that meeting.


Section 3. Procedures. Amending, repealing, or making new Bylaws shall be accomplished in the following manner: (a) a draft of the proposed changed Bylaws shall be submitted to the Board of Directors of the Association for approval; (b) once approved, the draft shall be submitted for approval at an annual or special meeting of the membership of the Association. Any additional procedures associated with notifying the memberships of proposed changes to the Bylaws and the sending and tallying of ballots shall be established by the Board of Directors. Alternatively, a proposed change to the Bylaws will be presented to the Membership for approval at the next annual or special membership meeting if it is supported by a petition of at least twenty-five (25) memberships, and submitted to the Board of Directors at least thirty (30) days prior to any meeting at which such proposed changed Bylaws are to be considered. Such amendment shall require a two-thirds (2/3rds) majority vote of those present in person or by proxy at that meeting.

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