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McLEAN HAMLET COMMUNITY ASSOCIATION BYLAWS
(As adopted on January 12, 1989, and amended in 1992, 1995, 1999, 2005, 2009)
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 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. Nominees for the election of officers and directors shall be listed on a ballot to be voted by the membership during the annual meeting. Election of nominees shall be by majority vote 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.
Section 5. Special Membership Meeting. A special membership meeting may be called by the president or any four (4) directors and/or chairpersons 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.
Section 6. Quorum. A quorum is necessary for the transaction of business at an annual or special membership meetings. 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 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. 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.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. Responsibilities and Authority. The officers, directors and chairpersons of standing committees (chairpersons) shall be members of the Board of Directors and shall be responsible for the general management of the Association. Together, 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 and/or chairpersons by notice given in person, or via telephone or e-mail, to all directors and chairpersons at least twenty‑four (24) hours before such meeting. All meetings are open to residents and/or owners. Any officer, director, or chairperson may be contacted by telephone or via the e-mail links provided online at McLean Hamlet's Web site (www.mcleanhamlet.org) for the time, date, and location of the next scheduled meeting and agenda details.
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. Any nine (9) directors and/or chairpersons shall constitute a quorum for the conduct of any business during a meeting of the Board of Directors. The Board of Directors may change the quorum requirement should the number of standing committees change.
Section 3. Election and Appointment of Officers, Directors, and Chairpersons. Election of officers and directors shall be held during the annual April membership meeting of the Association in
accordance with Sections 4 and 5 of this Article, with those elected taking office July 1. The president, with the approval of the Board of Directors, shall appoint the chairperson of each standing committee.
Section 4. 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 shall serve for a term of two (2) years. 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.
Section 5. Directors. There shall be ten (10) directors, including the officers. Each director who is not also an officer shall serve a term of three (3) years. Directors' terms shall be staggered, and each year at least two (2) new directors shall be elected so the total number of directors, other than the officers, is maintained at six (6). Vacancies shall be filled for any unexpired term by appointment by the Board of Directors.
Section 6. Chairpersons of Standing Committees. In recognition of their significant and continuing contributions, the chairperson of each standing committee shall serve as a member of the Board of Directors for an indefinite period of time and shall exercise the same rights and shall have the same responsibilities in the management of the Association as the ten (10) elected directors.
Section 7. Voting. Each officer, director, and chairperson shall have one (1) vote on all matters brought before the Board of Directors. Motions shall carry by majority vote. In instances where an officer or director is also a chairperson, or where a chairperson heads two or more standing committees, such individuals shall have only one (1) vote.
A. Proxies. An officer, director, or chairperson who is unable to attend a meeting of the Board of Directors may assign his/her proxy orally or by other means to any other officer, director, or chairperson. Two types of proxies may be assigned, a “single issue” proxy or a “general” proxy. A single issue proxy shall be valid for all votes that deal with all matters related to the designated single issue. A general proxy shall be valid for all matters brought before the Board of Directors.
B. Voting by E-Mail. For an issue with a time constraint that precludes consideration and a vote during the next scheduled Board of Directors meeting but does not require the calling of a special meeting, the president may direct a vote using e-mails. In such instances, the president shall send an e-mail to all directors and chairpersons that summarizes the issue, includes the specific motion to be decided, and sets a deadline that allows, time permitting, at least twenty-four (24) hours for the submission of votes. Any nine (9) votes cast shall constitute a quorum. Responses shall be sent by use of the “Reply to All” feature and shall include the phrase, I vote (yes) or (no)” or similar wording and the sender's full name. The majority of votes cast shall carry the motion. Following the vote deadline, the president shall notify the directors and chairpersons of the results and shall assure that required actions, if any, are implemented. The secretary shall record the results of such votes, including the date of the vote and key elements of the issues, and shall append such results to the minutes of the succeeding meeting of the Board of Directors.
Section 8. Insurance. The Board of Directors shall assure 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. 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.
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.
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. Architectural Control Committee. The committee shall perform and conduct appropriate actions and functions that assure compliance with the covenants for Sections 1, 2, & 3 and Section 4 (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 assuring 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. Directory Committee. The committee shall publish an annual McLean Hamlet directory for distribution to the Association's memberships. The directory shall include a page listing the officers, directors, chairpersons, project managers, and representatives of the Association and shall also include a listing of residents in alphabetical order with their address and telephone number. Additionally, the directory shall list residents by street name and house number.
G. 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 president shall appoint the chairperson 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 shall become the nominee for the respective position.
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.
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