The NHCC Board has approved a set of bylaws amendments to proceed to general membership review. Below is a summary of the bylaws, proposed amendments and timeline. This bylaws amendment proposal follows the process laid out in Bylaws Article IX.
What are the bylaws?
The written Bylaws prescribe internal operating procedures for Newport Hills Community Club. They are the framework for how the club should operate.
The bylaws are organized by Article and Section. Here is a summary of the Article topics:
- Scope of Bylaws
- Membership and Dues – Who’s eligible, how to become member
- Board of Directors – Defines leadership groups, i.e. BoD include Officers, Trustees, and immediate Past President
- Duties and Responsibilities of the Board of Directors
- Meetings – Cadence of meetings
- Club Business and Voting – Major changes (bylaws, budget) need (⅔) vote of BoD, officer elections are by plurality, other matters are decided by majority vote – by those in attendance
- Nomination, Elections, Vacancies and Terms – Term lengths, who can run for President, what to do in case of vacancy and how to make a position vacant
- Committees
- Amendments to Bylaws
- Parliamentary Procedure
- Board of Directors and Members Information Handbook
Why are the bylaws amendments being proposed?
The bylaws were reviewed with the lens of compliance, simplification and repeatability. The bylaws were last amended 13 years ago and many sections do not reflect how the Club currently operates. The Board is unable to operate under compliance with all bylaws as they are currently written. This amendment process has increased education and usage of the bylaws as a guiding tool for how to operate. Updates were made to remove overly restrictive procedures and simplify them for repeatability. The idea is to make the bylaws easier to comply with and increase the usage of its procedures for future Board operations.
Timeline of Bylaws Amendments
- July 13: Proposal and First Reading – Bylaws proposed updates presented at board meeting
- July 30: Survey sent to board for approval to forward proposed amendments to General Membership vote (need ⅔ approval of voting board to proceed)
- September 10: Amendments pass ⅔ board approval and proceed to General Membership review
- September 22: Publication of Proposal on website for membership review and comment (minimum 20 days)
- September 24: Publication in newsletter
- October 25: General Membership Meeting overview of bylaws and proposed amendments
- October 26: Survey sent to general membership to vote on adoption of proposed amendments
The following are the proposed bylaws amendments and copy of the original bylaws..
Underlined words are proposed to be removed and bolded words are proposed to be added.
Thank you for reviewing these amendments and participating in this effort to strengthen the framework of NHCC. To provide comments, use the comment box on the bottom of the webpage (please be sure to include your name for membership verification).
Proposed Changes
Article IV Duties and Responsibilities of the Board of Directors
Section 3
Previous: The Secretary shall maintain the Club records and files, record the minutes of each meeting and shall perform such duties as may be delegated to the office by the President.
Proposed: The Secretary shall maintain the Club records and files, record the minutes of each meeting and shall perform such duties as may be delegated to the office by the President. In their absence the Secretary shall find a delegate.
Article IV Duties and Responsibilities of the Board of Directors
Section 3
Previous: The Secretary shall maintain the Club records and files, record the minutes of each meeting and shall perform such duties as may be delegated to the office by the President.
Proposed: The Secretary shall maintain the Club records and files, record the minutes of each meeting and shall perform such duties as may be delegated to the office by the President. In their absence the Secretary shall find a delegate.
Article IV Duties and Responsibilities of the Board of Directors
Section 4. The Treasurer
Previous:
C. The Treasurer shall maintain records of financial accounting for receipt and expenditures of Club Funds.
D. The treasurer shall present a detailed accounting at each regular meeting showing revenue, expenditures and bank balance.
E. The Treasurer’s accounts shall be reviewed during the first thirty (30) days of each calendar year by the Audit Committee consisting of at least two Board Members appointed by the President.
Proposed:
C. The Treasurer shall maintain records of financial accounting
for receipt and expenditures of Club Funds.
D. The treasurer shall present a detailed accounting at one general membership meeting showing revenue, expenditures and bank balance.
Article IV Duties and Responsibilities of the Board of Directors
Section 5
Previous: Trustees shall serve their respective Areas by attending General Membership meetings at least once per quarter
Proposed: Trustees shall serve their respective Areas by attending at least 3 meetings in total of General Membership meetings or board meetings per year
Article IV Duties and Responsibilities of the Board of Directors
Section 6
Previous: The budget shall be no greater that 90% of the projected income for the coming year with a 10% Contingency Fund. The Contingency Fund shall be used for any item not in the budget subject to approval by the Board of Directors at a Monthly Board Meeting
Proposed: The budget shall not exceed 110% of the projected income for the year. A minimum of the previous year’s operating expenses shall be kept as a reserve Contingency Fund in the bank.
Article V Meetings
Section 2
Previous: “General Membership Meetings” for the entire Membership shall occur in March and October
Proposed: “General Membership Meetings” for the entire Membership shall occur twice per year
Article VI Club Business and Voting
Section 1
Previous: The Fiscal Year for the Club shall be from April 1st through March 31st
Proposed: The Fiscal Year for the Club shall be from January 1st through December 31st
Article VII Nomination, Elections, Vacancies and Terms
Section 2
Previous: The Vice President shall be the successor to the office of the President for the subsequent year. The immediate Past President shall be a voting member of the Board of Directors for the subsequent year.
Proposed: Previous and Current Officers may run for President. The immediate Past President shall be a voting member of the Board of Directors for the subsequent year.
Article VII Nomination, Elections, Vacancies and Terms
Section 6
Previous: Any Board of Director position may be declared vacant if the person holding that office or position is found to be incapable for any reason, including but not limited to conflict of interest, unwillingness to perform the duties of that office, by two-thirds (2/3) vote of the Board of Directors.
Any such declaration of vacancy must be preceded by giving notice to the affected person in writing seven (7) days prior to the Board Meeting at which such declaration is proposed.
Proposed: Any Board of Director position may be declared vacant if the person holding that office or position is found to be incapable for any reason, including but not limited to conflict of interest, unwillingness to perform the duties of that office or inconsiderate behavior, by two-thirds (2/3) vote of the Board of Directors.
Any such declaration of vacancy must be preceded by giving notice to the affected person in writing seven (7) days prior to the Board Meeting at which such declaration is proposed and added to the agenda.
Article VIII Committees
Section 1
Previous: The President shall appoint all Committee Members Chairpersons designating whether the Committee is Standing or Special. Additional committee members shall be appointed by the Committee Chairperson as required.
Proposed: The President shall appoint all Committee Members designating whether the Committee is Standing or Special. Additional committee members shall be appointed by the Committee Chairperson as required. The President may create a Special Committee of one year, approved by the Board of Directors.
Article VIII Committees
Section 1
Previous: The Standing Committees shall be:
1. Membership (Newsletter distribution and Annual Membership Drive)
2.4. Newsletter
3.5. Audit
4.6. Nominating
5. Website
6. Volunteer Appreciation
7. Youth Activities (Such as the Spring Egg Hunt and Santa Claus Tour)
8. Community Outreach (Events such as the 4th of July Picnic and Car Show )
9. Land Use and Community Appearance
10. Merchants Liaison
11.7. Government Liaison
12. Public Safety
Proposed: The Standing Committees shall be:
1. Advocacy
2. Events
3. Communications
Article IX Amendments to Bylaws
Section 3
Previous: Adoption of Amendments: The Final Wording of the Proposed Amendment(s) shall be adopted after a vote is taken at the General Membership Meeting following approval of the Final Wording at a previous Meeting according to Sections 1 and 2 above
Proposed: Adoption of Amendments: The Final Wording of the Proposed Amendment(s) shall be adopted after a vote is taken at the General Membership Meeting
Original Bylaws in Full
By-Laws
Article I Scope of Bylaws
Section 1. The written Bylaws prescribe internal operating procedures for Newport Hills Community Club, Inc.
Section 2. All references herein to the “Club” shall apply to Newport Hills Community Club, Inc.
Article II Membership and Dues
Section 1. Any household (those living together in the same dwelling) or family residing within the boundaries of the Club as established by the Board of Directors shall be eligible for membership.
Section 2. Any such household or family may become a member of the Club by paying the annual membership dues any time after January 1st of any year and shall remain a member through March 31st of the following year.
Section 3. Each member of the Club shall have one vote on business.
Section 4. Dues as established by the Membership prior to the year for which they are applicable are voluntary.
Section 5. Any changes in Dues must be approved by the Membership at a General Membership Meeting and such changes shall take place on January 1stof the following year.
Section 6. The entire Membership of the Club shall be divided into numbered “Areas” and each area shall be served and represented by a Trustee.
Article III Board of Directors
Section 1. The Board of Directors for the Club shall consist of Officers, Trustees and the immediate Past President.
Section 2. Officers of the Club shall consist of a President, Vice President, Secretary and Treasurer.
Section 3. Terms of office for the Officers and immediate Past President positions are one year.
Section 4. The number of Areas, the number designation for each Area and the boundaries for each Area shall be determined by the Membership Chair and voted on by the Board of Directors.
Section 5. There shall be one Trustee for each Area of the Club. Trustees shall serve for one year term.
Article IV Duties and Responsibilities of the Board of Directors
(See Board of Directors and Members Information Handbook for additional details)
Section 1. The President shall preside at all meetings other than committee meetings at which he or she is in attendance, shall be a non-voting member of all committees, shall act as coordinator of all committees and their activities, and shall direct the Club in all other ways according to these Bylaws.
Section 2. The Vice President shall act as an aid to the President, and shall perform the duties of the President in the absence of the President.
Section 3. The Secretary shall maintain the Club records and files, record the minutes of each meeting and shall perform such duties as may be delegated to the office by the President.
Section 4. The Treasurer
A. The Treasurer shall receive and deposit in a bank account(s) all monies of the Club, keeping an accurate account of the same.
B. The treasurer shall disburse monies for the following:
i. Items approved in the Budget (See Article V, Section 6)
ii. Items added to the Budget and approved during a Board of Directors Meeting (See Article VI, Section 5)
iii. Items added to the Budget and unanimously approved by the Officers (See Article VI, Section 5)
C. The Treasurer shall maintain records of financial accounting for receipt and expenditures of Club Funds.
D. The treasurer shall present a detailed accounting at each regular meeting showing revenue, expenditures and bank balance.
E. The Treasurer’s accounts shall be reviewed during the first thirty (30) days of each calendar year by the Audit Committee consisting of at least two Board Members appointed by the President.
F. All books of the Treasurer shall be open for inspection at all times to any member of the Club.
Section 5. Trustees shall serve their respective Areas by attending General Membership meetings at least once per quarter, serve as a conduit of information from the Board of Directors to their assigned area and vice versa. Using the Board-approved template, trustees may collect email addresses and phone numbers of residents in their area and other NH residents known to the Trustee. This information will be used to keep the neighbors informed on issues of concern to the community and to encourage membership. They may also recruit “Block Captains” to help with these duties.
Section 6. The Officers of the Club Shall prepare a budget for the forthcoming year and present it for the approval of the General Membership at the first General Membership Meeting following their election. The budget shall be no greater that 90% of the projected income for the coming year with a 10% Contingency Fund. The Contingency Fund shall be used for any item not in the budget subject to approval by the Board of Directors at a Monthly Board Meeting.
Section 7. The Board of Directors shall meet each month and shall act as representatives at large for the Membership. They shall review and decide what action to take on all matters of business that come before them at Board Meetings. They shall review all proposed amendments to the Bylaws and make recommendations to the membership. Policy positions and actions taken by the Board of Directors in dealing with governments and entities external to the Club shall be timely published in the Newsletter.
Section 8. All Board of Directors (Officers and Trustees) shall transfer all records and documents pertaining to their individual responsibilities to the incoming Officers and Trustees prior to the end of the year and shall work with incoming Officers and Trustees as required to make a smooth transition between outgoing and incoming Board Members.
Article V Meetings
Section 1. “Board of Directors Meetings” shall take place each month except March and October. These meetings may be referred to as “Board Meetings”.
Section 2. “General Membership Meetings” for entire Membership shall occur in March and October.
Section 3. “Executive Board Meetings” shall take place when scheduled by the President for Officers of the Club only.
Section 4. “Special Meetings” may be called by a majority of the Board of Directors or by ten (10) or more members submitting a written request to any member of the Board of Directors.
Section 5. The Board of Directors shall attend all Board Meetings, General Membership Meetings and Special Meetings. Committee Chairpersons shall attend all Board Meetings, General Membership Meetings and Special Meetings when needed.
Section 6. Board of Directors Meetings, General Membership Meetings and Special Meetings are open to all Members.
Section 7. Executive Meetings, Retreats, Committee Meetings and other such meetings shall be scheduled and held as needed by the President, Officers and Committees.
Section 8. Times and places of all Board Meetings and General Membership Meetings shall be determined by the incoming President, posted on the Club’s website and published in the Newsletter.
Article VI Club Business and Voting
Section 1. The Fiscal Year for the Club shall be from April 1st through March 31st.
Section 2. Any business may be transacted at any Board Meeting or General Membership Meeting according to the following Sections of this Article.
Section 3: Any business transacted by any Member pertaining to and/or affecting the Membership outside of any Meeting shall be presented to the Board of Directors in writing or verbally at any Meeting prior to any action whenever possible.
Section 4. The nature of business at Executive Special Meetings and other meetings shall be limited to that specified in the call of such meeting.
Section 5: Budget Revisions can take place in two ways:
A Revision proposed by any member of the Board, presented orally and in writing to the Board of Directors by its sponsor at a Board or Special Meeting; reviewed by the Officers and recommendations given by the Officers to the Board of Directors at the same meeting. Approval of any such Budget Revision shall be by a (2/3) two thirds vote in favor of the Revision. Any Budget Revision (addition) cannot exceed the Contingency Reserve set aside in the original Budget.
A Revision to the existing Budget by any Officer and approved by unanimous vote of the officers provided such Revision does not exceed 50% of the current balance of the Contingency Reserve. Such revisions if not made during a Board Meeting shall be recorded by the Secretary and reported at the next Board of Directors Meeting.
Section 6. A ballot shall be used for the election of Officers and Trustees and will be distributed to Club members only. A plurality vote will decide the winning candidate.
Section 7. An amendment of the Bylaws will require a two-thirds (2/3) of the total Club members voting for approval of such amendment at a General Membership Meeting. (See Article IX)
Section 8: An amendment of the Board of Directors and Members Handbook will require two-thirds (2/3) of those voting for approval of such amendment at a Board of Directors Meeting. (See Article XI)
Section9. In all other voting matters, a majority vote of those Club members voting will decide the issue by a show of hands.
Section 10. At Board of Directors Meetings, a quorum (those eligible to vote) shall consist of the incumbent Board of Directors (Officers and Trustees) in attendance at the meeting.
Section 11. At any General Membership Meeting a quorum shall consist of those Club Members in attendance at the meeting.
Section 12. Prior to any Special Meeting, the Board of Directors shall establish a definition for a quorum for that Special Meeting.
Article VII Nomination, Elections, Vacancies and Terms
Section 1. Officers and Trustees shall be elected by ballot at the last General Membership Meeting of each year. Officers shall serve for (1) one year. Trustees shall serve for one year.
Section 2. The Vice President shall be the successor to the office of the President for the subsequent year. The immediate Past President shall be a voting member of the Board of Directors for the subsequent year.
Section 3. One person may serve as President more than one term provided that person serves as Vice President and Past President according to Section 3.
Section 4. There are no term limits for Secretary, Treasurer or Trustees.
Section 5. A vacancy occurring in the office of President shall be filled by the Vice President. The Board of Directors will make appointments to fill other vacant offices and/or Trustee positions.
Section 6. Any Board of Director position may be declared vacant if the person holding that office or position is found to be incapable for any reason, including but not limited to conflict of interest or unwillingness to perform the duties of that office, by two-thirds (2/3) vote of the Board of Directors. Any such declaration of vacancy must be preceded by giving notice to the affected person in writing seven (7) days prior to the Board Meeting at which such declaration is made.
Section 7. Terms of all offices shall begin on January 1st and end on December 31st for either one or two years depending on the office.
Section 8. Officers and Trustees shall be nominated by a Nominating Committee appointed by the President and approved by the Board of Directors. Additional Nominations may be made from the floor, with permission of the candidate. All candidates must be members of the Club.
Article VIII Committees
Section 1. The President shall appoint all Committee Chairpersons designating whether the Committee is Standing or Special. Additional committee members shall be appointed by the Committee Chairperson as required.
Section 2. The Standing Committees shall be:
Membership (Newsletter distribution and Annual Membership Drive)
Newsletter
Audit
Nominating
Website
Volunteer Appreciation
Youth Activities (Such as the Spring Egg Hunt and Santa Claus Tour)
Community Outreach (Events such as the 4th of July Picnic and Car Show)
Land Use and Community Appearance
Merchants Liaison
Government Liaison
Public Safety
Section 3. All members of Standing Committees must be members of the Club.
Section 4. Committee work and discussions of issues should take place outside Board and General Membership Meetings. Reports and recommendations shall be made by Committee Chairpersons to the Membership at Board and General Membership Meetings.
Article IX Amendments to Bylaws (Amended March 2006)
Section 1. Proposal and First Reading: Proposed amendments to these Bylaws shall be first submitted by any Club Member, in writing, to the Board of Directors and read at any Board or General Membership Meeting. The Board shall then discuss the Proposal and pass, amend, postpone or refer it to committee. This initial process may take one or more Board Meetings. The resulting Proposal shall be posted on the Club Website for at least 20 days and comments from the General Membership shall be forwarded to the original Sponsor of the Amendment(s).
Section 2. Final Wording of Proposed Amendments: After considering comments from the General Membership, the Sponsor may further amend the Proposal and submit it for approval at a Board or General Membership Meeting. Approval of this Proposal with any further amendments made during the Meeting shall become the Final Wording. The Final Wording of the Proposed Amendment(s) shall be posted on the Club Website and published in the Newsletter for review by the General Membership, then submitted for Adoption at the next General Membership Meeting following the Newsletter in which the Final Wording was published. A hard copy of the Proposed Amendment(s) shall be offered and made available to any Member who requests one. If the Proposal is not approved it may be amended and re-submitted according to Section 1 above.
Section 3. Adoption of Amendments: The Final Wording of the Proposed Amendment(s) shall be adopted after a vote is taken at the General Membership Meeting following approval of the Final Wording at a previous Meeting according to Sections 1 and 2 above.
Section 4. Voting: Written copies of the Proposed Amendments to the Bylaws shall be made available at all Meetings at which they will be considered, and the proposals shall be read prior to discussion and vote by the Members. Voting for amendments shall be in accordance with Article VI, Section 7.
Article X Parliamentary Procedure
Robert’s Rules of Order shall govern the proceedings of this Club where not in conflict with the Articles of Incorporation and these Bylaws.
Article XI Board of Directors and Members Information Handbook
Section 1: A Board of Directors and Members Information Handbook shall be maintained by the Club. It shall contain the following information:
Club Mission Statement
Business Conduct
A list of Partnerships and Affiliations
Club Business Information
Roles and Responsibilities for all Officers, Trustees and Standing Committee Chairpersons
A list of Current Officers, Trustees and Standing Committee Chairpersons
Calendar of Meeting Dates and Activities for the current year
Club Budget for the current year
List of Currently Active Goals
A Record of Resolutions and Motions
Section 2: Amendments to this Handbook shall be made by submitting changes in writing to the Board of Directors and read at a Board Meeting. Approval of such changes shall require two thirds (2/3) of those voting at the Board Meeting.
Amended October 2010:
Article III, Section 5
Article IV, Section 5
Article VII, Section 1
