BY-LAWS
OF THE
HOPE VALLEY NEIGHBORHOOD ASSOCIATION
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ARTICLE I
OFFICES
Section 1. Principal Office: The principal office of the corporation shall be at 3818 Regent Rd., Durham, North Carolina, Durham County, 27707 or located at such other place as the Board of Directors may fix from time to time.
Section 2. Registered Office: The initial registered office of the corporation shall be as stated in the Articles of Incorporation, but may be relocated from time to time as the Board of Directors or the President of the Corporation may determine; provided, however, that the location and maintenance of the registered office shall be in accordance with the law of the State of North Carolina.
Section 3. Other Offices: The corporation may have offices at such other places within the State of North Carolina, as the Board of Directors may from time to time determine, or as the affairs of the corporation may require.
ARTICLE II
MEMBERS
Section 1. Members. The Corporation shall have members.
Section 2. Qualifications, Rights and Obligations of Members. Residents, whether as owner or tenant, of the neighborhood generally known as Hope Valley in Durham, North Carolina, shall be eligible for membership in the Corporation. The boundaries of the Hope Valley neighborhood are circumscribed on the map annexed hereto as Exhibit A to determine those residents eligible for membership in the Corporation. All members shall be at least 21 years of age and shall pay annual dues on a per household basis as fixed by the Board of Directors. Members shall have the right to vote in the election of members of the Board of Directors and shall have no other voting or approval rights.
ARTICLE III
MEETINGS OF THE MEMBERS
Section 1. Annual Meeting: The Annual Meeting of the members shall be held at a location in Durham, North Carolina and at a time each year as determined by the Board of Directors for the purpose of receiving an annual report, electing directors and transacting such other business as may be properly presented. The approved budget for the coming year will be presented and discussed at the annual meeting.
Section 2. Special Meetings: Special meetings of the membership, for any purposes, may be called by the President or by the Board, and shall be called by the President at the written request of not less than ten percent (10%) of members. The call for the special meeting shall set forth the purpose of the meeting and the notice thereof shall be mailed by the Secretary to each member at least 14 days prior to the date of such meeting and not more than 60 days prior to the date of such meeting. No business other than that specified in the notice shall be transacted at a special meeting.
Section 3. Quorum; Voting: The presence, in person or by proxy, of ten percent (10%) of members shall constitute a quorum for purposes of any meeting of the membership. If a quorum is present, the affirmative vote of a majority of the votes cast is the act of the members.
ARTICLE IV
DIRECTORS
Section 1. General Powers: All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its Board of Directors. Included among the general corporate powers of the Board of Directors is the power to expel any members for failure to pay dues, which failure continues for a period of more than 90 days after such dues are due.
Section 2. Number, Term and Qualifications: The number of directors shall be no less than three (3) but not more than twelve (12). Except as provided below with respect to the initial Board of Directors, each director shall hold office for a term of three (3) years or until his or her death, resignation, retirement, removal, disqualification, or his or her successor is elected and qualified. All directors must be members of the Corporation. The initial directors shall divide the Board of Directors into three (3) classes designated as Class A, Class B and Class C, with each class as nearly equal in number as may be possible. Directors designated as Class A shall serve an initial term of one (1) year; directors designated as Class B shall serve an initial term of two (2) years; and directors designated as Class C shall serve an initial term of three (3) years. In the event of any increase or decrease in the number of elected directors, the additional or eliminated directorships shall be so classified or chosen that all classes of elected directors shall remain or become equal in number, as nearly as may be possible. A director whose term of office is expiring is eligible to succeed himself.
Section 3. Removal: The members or the Board of Directors may remove one or more directors with or without cause.
Section 4. Vacancies: If a vacancy occurs on the Board of Directors, whether by removal, resignation or otherwise, the vacancy shall be filled by the Board of Directors.
Section 5. Chairman: There may be a Chairman of the Board of Directors elected by the directors from their number at any meeting of the Board. The Chairman shall preside at all meetings of the Board of Directors and perform other such duties as may be directed by the Board of Directors.
ARTICLE V
MEETINGS AND ACTION OF THE BOARD
Section 1. Annual Meetings: The annual meeting of the Board of Directors shall be held during the time and at the location of the annual meeting of the members. The precise day, time and location of the annual meeting shall be designated by the Chairman of the Board, if any, or the President by written notice.
Section 2. Regular Meetings: The Board of Directors may provide, by resolution, the time and place, within Durham, North Carolina, for the holding of regular meetings.
Section 3. Special Meetings: Special meetings of the Board of Directors may be called by the Chairman or the President or shall be called by either of them upon the written request of the majority of the Directors.
Section 4. Presence at Meetings: The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Section 5. Notice of Meetings: The annual, regular and special meetings of the Board of Directors shall be held upon such notice sent by any usual means of communication not less than seven days before the meeting. Notices of regular and special meetings shall reasonably describe the purpose of said meetings.
Section 6. Waiver of Notice: A director may waive any notice required by law or these Bylaws before or after the date and time stated in the notice. The waiver shall be in writing, signed by the Director entitled to the notice, and filed with the minutes or corporate records.
A Director’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the Director, at the beginning of the meeting (or promptly upon his or her arrival), objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Section 7. Quorum: A majority of the directors then holding office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 8. Voting: All matters considered at a meeting shall be decided by a majority vote of a quorum, and all votes shall be by voice, except that upon request of any director present a roll call vote shall be taken.
Section 9. Action Without Meeting: Action required or permitted to be taken by a Board of Directors’ meeting may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents signed by each director before or after such action, describing the action taken, and included in the minutes or filed with the corporate records reflecting the action taken.
Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.
A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
ARTICLE VI
OFFICERS
Section1. Officers: The officers of the Corporation shall include a President, a Secretary, and may include a Treasurer and/or one or more Vice Presidents, as may be determined from time to time by the Board (and in the case of any such Vice President, with such descriptive title, if any, as the Board shall deem appropriate). None of the officers need be a member of the board of Directors.
Section 2. Election: All officers of the Corporation shall be elected by the Board of Directors at each annual meeting thereof.
Section 3. Two or More Offices: Any two (2) or more offices may be held by the same person, except that the President and Secretary shall not be the same person.
Section 4. Term of Office; Removal; Filling of Vacancies: Each officer of the Corporation shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier death, resignation, retirement, disqualification or removal from office. Any officer may be removed at any time by the Board of Directors whenever in its judgment the best interests of the
Corporation will be served thereby. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.
Section 5. President: The President shall have and exercise general charge and general supervision of the affairs of the Corporation and shall perform such other duties and have such as powers as may be assigned by the Board of Directors.
Section 6. Vice President: In the absence or disability of the President, the Vice President(s) shall have the powers and duties of the President. The Vice President(s) shall also have general administrative duties under the direction of the President and such other duties as may be assigned by the Board of Directors.
Section 7. Secretary: The Secretary shall keep accurate records of the acts and proceedings of all meetings of the members and directors. He or she shall give all notices required by law and by the Bylaws. He or she shall have general charge of the corporate books and records and of the corporate seal, and he or she shall affix the corporate seal to any lawfully executed instrument requiring it. He or she shall sign such instruments as may require his or her signature, and, in general, shall perform all duties incident to the office of a Secretary and such other duties as may be assigned to him or her from time to time by the President or the Board of Directors.
Section 8. Treasurer: The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors. He or she shall keep full and accurate accounts of the finances of the Corporation in books especially provided for that purpose. The Treasurer shall, in general, perform all duties incident to his or her office and such other duties as may be assigned to him or her from time to time by the President or by the Board of Directors.
Section 9. Additional Powers and Duties: In addition to the foregoing specially enumerated duties, services and powers, the several officers of the Corporation shall perform such other duties and services and exercise such further powers as may be provided by statute, the Articles of Incorporation or these Bylaws, or as the Board of Directors may from time to time determine or as may be assigned by any competent superior officer.
Section 10. Bonds: The Board of Directors may by resolution require any and all officers, agents, and employees of the Corporation to give bond to the Corporation, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board of Directors.
Section 11. Compensation: The Board of Directors shall fix the compensation, if any, of all officers of the Corporation which shall be no more than is reasonable.
ARTICLE VII
COMMITTEES
Section 1. Creation: The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them. Each committee shall have two or more members who serve at the pleasure of the Board of Directors.
Section 2. Approval of Committees: The creation of a committee and appointment of members to it shall be approved by a majority of the directors in office when the action is taken.
Section 3. Meetings of Committees: The procedures set forth in Article V above which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors, apply to committees and their members as well.
Section 4. Authority: To the extent specified by the Board of Directors, each committee may exercise the authority of the Board of Directors under Article IV, Section 1. However, a committee may not: authorize distributions; recommend to members or approve dissolution, merger or the sale, pledge, or transfer of all or substantially all of the Corporation’s assets; elect, appoint or remove or fill vacancies in the Board of Directors or on any of its committees; or adopt, amend, or repeal the Articles of Incorporation or Bylaws.
ARTICLE VIII
INDEMNIFICATION
Section 1. Definitions for Purposes of This Article:
(a) Covered Person: A covered person shall include any person who at anytime serves or has served as a director or officer of the Corporation, or in such capacity at the request of the Corporation for any other foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise.
(b) Action: An action shall include any threatened, pending, or completed civil, criminal, administrative, investigative suit or proceeding, any appeal therefrom, and any inquiry or investigation that could lead to such a suit or proceeding.
Section 2. General: Except as provided in Section 5 of this Article, the Corporation shall indemnify a covered person if he or she is made, or is threatened to be made, a party to an action whether or not the action is brought by or on behalf of the Corporation (i.e., a derivative action), or otherwise (i.e., a direct action).
Section 3. Covered Expenses: A covered person shall be indemnified against (a) reasonable expenses, including without limitation, all attorney’s fees actually and necessarily incurred by him or her in connection with any such action, (b) all reasonable payments made by him or her in satisfaction of any judgment, money decree, fine (including any excise tax assessed with respect to an employee benefit plan), penalty, or settlement for which he or she may have become liable in such action, and (c) all reasonable expenses incurred in successfully enforcing the indemnification rights provided herein.
Section 4. Advanced Payment of Expenses: Covered expenses may be paid by the Corporation in advance of final disposition of the action if authorized pursuant to Section 6 below. Any advance payment shall be made only upon receipt of an undertaking by the covered person to repay such amount unless it shall ultimately be determined that the covered person is entitled to be indemnified by the Corporation against such expense.
Section 5. Standard of Care: Unless otherwise required by law, the Corporation shall not indemnify a covered person for:
(a) Acts or omissions that were, at the time taken, known or believed by him or her to be clearly in conflict with the best interests of the corporation;
(b) Liability under North Carolina General Statutes 55A-8-32 or North Carolina General Statutes 55A-8-33;
(c) Any transaction in which the covered person derived an improper personal benefit; or
(d) Any proceeding in which the covered person is adjudged liable to the Corporation.
Section 6. Determination and Evaluation of Indemnification: The determination to indemnify a covered person, and the amount and terms of the indemnification shall be made:
(a) By the Board of Directors by majority vote of a quorum consisting of directors not at the time parties to the action;
(b) If a quorum cannot be obtained under subdivision (a), by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the action;
(c) By special legal counsel.
i. Selected by the Board of Directors or its committee in the manner prescribed in subsections (a) and (b) of this subsection; or
ii. If a quorum of the Board cannot be obtained under subdivision (a) of this subsection and a committee cannot be designated under subsection (b) of this subsection, selected by a majority vote of the full Board (in which selection Directors who are parties may participate).
Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subdivision (c) of this section to select counsel.
Section 7. Reliance: A covered person shall be deemed to be serving the Corporation in reliance upon, and as consideration for the rights provided for herein. Any repeal or modification of these indemnification provisions shall not affect any rights or obligations existing at the time of such repeal or modification.
Section 8. Non-exclusivity: The rights provided for herein shall not be exclusive of any other rights to which the covered person may be entitled, including, without limitation, statutory rights to indemnification and benefits under policies of insurance.
ARTICLE IX
CONTRACTS, LOANS AND DEPOSITS
Section 1. Contracts: The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2. Loans: No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3. Checks and Drafts: All checks, drafts or other orders for the payment of money issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such a manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4. Deposits: All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such depositories as the Board of Directors shall direct.
ARTICLE X
DISTRIBUTIONS
Section 1. Except as provided by this Article and in the Articles of Incorporation, the Corporation shall not make any distributions.
Section 2. The Corporation may pay reasonable amounts to its members, directors or officers for services rendered or other value received and may confer benefits upon its members in conformity with its purposes.
Section 3. Except as provided in Section 4 hereof, the Corporation may make distributions to any entity that is exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any successor section.
Section 4. The corporation shall not make any distribution under Section 3 of this Article if at the time or as a result of such distribution the Corporation would not be able to pay its debts as they become due in the usual course of business or the Corporation’s total assets would be less than the sum of its total liabilities.
ARTICLE XI
REPORTS AND RECORDS
Section 1. The Corporation shall keep and file such records as are required by the Nonprofit Corporation Act of the State of North Carolina, including, minutes of all meetings of members and the Board of Directors, records of all actions taken by the Board of Directors and records of all actions taken by committees of the Board of the Directors.
Section 2. The Corporation upon written demand from a member shall furnish that member its latest annual financial statements, if any, which may be consolidated or combined statements of the Corporation and one or more of its subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and a statement of operations for that year. If financial statements are prepared for the Corporation on the basis of generally accepted accounting principles, the annual financial statement shall also be prepared on that basis. If annual financial statements are reported upon by a public accountant, the accountant report shall accompany them. If not, the statements must be accompanied by the statement of the president or the person responsible for the Corporation’s financial accounting records: (1) stating the presidents or other persons reasonable belief as to whether the statements were prepared on a basis of generally accepted accounting principles and, if not, describing the basis of preparation and (2) describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
Section 3. If the corporation indemnifies or advances expenses to a Director pursuant to Article VIII of these Bylaws in connection with a proceeding by or in the right of Corporation, the Corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of the members.
ARTICLE XII
GENERAL PROVISIONS
Section 1. Seal: The Corporation shall have a seal in appropriate form which shall bear the legend “Corporate Seal”, the name of the Corporation and words indicating that the Corporation was incorporated in North Carolina.
Section 2. Fiscal Year: The Corporation shall operate on a fiscal year basis ending December 31.
ARTICLE XIII
AMENDMENTS
Section 1. These Bylaws may be altered or amended by a two-thirds (2/3) vote of the directors present at any regular or special meeting of the Board, notice of which proposed amendment or amendments has been given to the Board of Directors along with notice of the meeting itself, at least two weeks prior to the meeting.