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HomeMy WebLinkAboutSDP201800077 Other 2018-11-05 CLAUDIUS [ROZET The Claudius Crozet Park BY-LAWS ARTICLE I SECTION 1. Purpose The Claudius Crozet Park Board of Directors will support the Park's mission to "promote the health and well being and enhance the general social, physical and cultural welfare of residents of the community of Crozet and the surrounding area of Albemarle County, VA." SECTION 2. Members of the Public Benefactors of the Park and other individuals who have expressed an interest in the Park's work may attend regular monthly meetings of the Board of Directors and permitted to express their views concerning the operations of the Park, but such individuals shall have no vote on matters brought before the meeting for decision. ARTICLE II DIRECTORS SECTION 1. General Powers The affairs of the Park shall be managed by a Board of Directors (the "Board") and all corporate powers shall be exercised by the Board. SECTION 2. Board Representation The Board and its members will strive to develop membership reflecting the diversity of the Crozet community and Park users to include: residents, other stakeholders, and local organizations (for-profit and non-profit). Given the historical significance of the local Lion's Club, the Women's Club of Crozet, and the Crozet Fire Department in the founding and management of Crozet Park, these organizations will be considered when developing Board membership. SECTION 3. Number and Term of Office The Board shall consist of no fewer than seven and no more than eighteen directors. Directors shall be elected to staggered terms with approximately one-third (1/3) of the Board elected each year. Directors shall be elected annually in the manner provided for in these by-laws, and each director shall hold office for a term of three years, or until death, resignation or removal. Such term shall begin upon election, or at such later date as specified by the Board, and shall run until the last regular meeting of the Board in the third calendar year of the director's term. No decrease in the number of directors by amendment to the by-laws shall have the effect of shortening the term of any incumbent director. A director may petition the Board at the conclusion of their first term for an additional term. A majority vote of the Board is required to renew a Director's term. A Director may renew their term at the conclusion of the first and second three-year term. Voting will be completed via paper ballot. Directors shall hold office for no longer than three consecutive three-year terms or, nine consecutive years. A former director shall not be eligible for election unless three years have elapsed since the former director previously held office. Park Property: materials, including intellectual property, developed on behalf of the Park are owned by the Park. At the conclusion of Board service, Board members are required to return all Park property to one of the executive team members. 2 SECTION 4. Board Member Expectations Board membership requires participation. Although the type of participation may vary across members, there is a minimum threshold at which all members are expected to participate. This minimum is as follows: • Members are expected to attend the majority of monthly Board meetings. • Members are expected to serve on one or more Park committees either as chair or committee member. • Members are expected to volunteer at the Park's primary fundraising and work events, e.g., Arts & Crafts Festival and Pitch-in at the Park. Board members who are unable to participate adequately in Park activities may be asked to vacate their seat at the end of the year.This decision will be made by the Executive Committee based on the totality of that Director's participation and level of impact throughout the year. SECTION 5. Election of Directors New directors will be nominated at the November regular meeting. Nominees will attend the December meeting. Directors who request a term renewal will send their request to the Secretary in November. Newly nominated and renewing directors shall be elected by paper ballot following the December meeting of the Board (via online ballot). In the election of directors, a quorum being present, the persons receiving a majority of votes shall be the directors. SECTION 6. Removal Any director may be removed at any time, either with or without cause, by vote of two-thirds of all directors (super majority) at a regular meeting or a special meeting called for that purpose. 3 SECTION 7. Organization At each meeting of the Board, the President, or in the President's absence, the Vice President shall act as Chairman. The Secretary, or, in the Secretary's absence, a director appointed by the Chairman, shall act as Secretary of the meeting. Robert's Rule of Order shall govern all meetings. SECTION 8. Place of Meeting The Board may hold its meetings at such places within Crozet as the President may from time to time direct, and such place shall be specified in any required notice or waiver of meeting. SECTION 9. Annual Meetings An annual meeting of the Board held in January, for the purpose of electing officers and for the transaction of such other business as may properly come before the Board, shall be held at such time and place as may be designated in the notice of the meeting. SECTION 10. Regular Meetings Regular meetings of the Board may be held at such times and places as may be fixed from time to time by action of the Board. Unless required by resolution of the Board, notice of any regular meeting need not be given. Each Board member shall attend a majority of the meetings held in each calendar year. SECTION 11. Special Meetings Special meetings of the Board shall be held whenever called by the President, or by any seven or more directors. Notice of each such meeting shall be emailed to each director at least three 4 days before the date on which the meeting is to be held; or such notice shall be made by telephone not later than twenty-four hours before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting and the purposes for which the meeting is called. Notice of any adjourned or recessed meeting of the directors need not be given. No business may be conducted at a Special meeting other than pursuant to the stated purposes in the notice. SECTION 12. Waivers of Notice of Meetings Anything in these by-laws or in any resolution adopted by the Board to the contrary notwithstanding, proper notice of any meeting of the Board shall be deemed to have been given to any director if such notice is waived by that director in writing before or after the meeting. A director who attends a meeting shall be deemed to have had timely and proper notice thereof, unless that director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. SECTION 13. Quorum and Manner of Acting A majority of the number of directors then in office shall constitute a quorum for the transaction of business.The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum is met. The directors shall act only as a Board and the individual directors shall have no power as such. SECTION 14. Resignations Any director may resign at any time, orally or in writing, by notifying the President. Such resignation shall take effect at the time therein specified, or if none specified, immediately upon being given; and, unless otherwise specified by the notice of resignation, the acceptance 5 of such resignation shall not be necessary to make it effective. A resigning director must wait three years prior to being reconsidered for Board membership. SECTION 15. Vacancies Any vacancy on the Board because of death, resignation, removal or any other cause, may be filled by any person elected by a majority of the remaining directors then in office. The term of any director so elected shall be for the remainder of the Director's term whom he/she replaces. ARTICLE III OFFICERS SECTION 1. Officers The Officers of the Park shall be a President, a Vice-President, a Secretary and a Treasurer. SECTION 2. Election,Term of Office and Qualifications The President will appoint a three-person nominations committee in November. The nominations committee will solicit officer nominations from each current Board member and these names will be made available to Board prior to the annual meeting held in January. The officers designated in Section 1 of this Article shall be elected by anonymous ballot at the annual meeting in January. In any election of officers, a quorum of the Board being present, the persons receiving the greatest number of votes shall be the officers. Each officer shall hold office until that officer's successor shall have been duly chosen and shall qualify, or until that officer's death, resignation or removal in the manner hereinafter provided. 6 SECTION 3. Removal Any officer may be removed, either with or without cause, by resolution declaring such removal to be in the best interest of the Park and adopted at any regular or special meeting of the Board by two-thirds vote of all directors then in office. SECTION 4. Resignations An officer may resign from their elected office at any time by giving oral or written notice to the Board or the President. Any such resignation shall take effect on the date of receipt of such notice or at any later time therein specified; and, unless otherwise specified by the notice of resignation, the acceptance of such resignation shall not be necessary to make it effective. SECTION 5. Vacancies A vacancy in any office because of death, resignation, removal or other cause may be filled by any person elected by a majority of the remaining directors then in office. The term of any officer so elected shall be for the remainder of the officer's term whom he/she replaces. SECTION 6. President The President shall have the general supervision of the affairs of the Park subject, however, to the control of the Board. The President shall preside at all meetings at which he/she is present. He/she shall have the right to vote only in case of a tie vote. The President shall act as chairman of the Executive Committee and shall appoint committees and project teams as necessary for the operation of the Park. 7 SECTION 7. Vice-President The Vice President shall preside in the absence of the President and shall in such case assume all duties of the President. The Vice-President shall perform such duties as from time to time may be assigned to the Vice-President by the Board or the President, and shall have such other powers and authorities as are elsewhere in these by-laws conferred upon the Vice-President. SECTION 8. Treasurer The Treasurer shall have custody of all funds of the corporation in such bank as the Board may elect, and shall pay out and dispose of the same as directed by the Board of Directors.The Treasurer shall be responsible for all deposits, reporting, and withdrawals; and shall keep an accurate accounting of such transactions and report the same at each meeting of the Board. Checks shall be signed by the Treasurer and/or President. The Treasurer shall provide all records necessary by February 1st for an annual internal audit to be completed prior to March 1st by a committee as appointed by the President. The treasurer is a bonded position by the Board. SECTION 9. Secretary The Secretary shall act as Secretary of all meetings of the Board, shall take and keep the minutes of the Board in the proper book or books to be provided for that purpose.The Secretary shall maintain an accurate and up-to-date Board roster including contact information and term schedule, e.g., roll-offs and renewals.The Secretary shall prepare ballots for annual director and officer balloting process as directed by the nominating committee. ARTICLE IV COMMITTEES The Executive Committee shall consist of the officers of the corporation and those appointed by the President and shall act as an emergency committee to make decisions concerning the 8 operation of the park, within the policy of the Board, and for which the President feels it is not feasible to call a meeting of the complete Board. A majority of the Executive Committee shall give prior approval for all emergency expenditures in excess of $1,000 not to include expected expenditures. The President may establish standing Committees and or project teams for the operation and management of the Park. Each such committee shall consist of the number of directors or other members, who need not be directors, as may be appointed by the President or chair of the committee. All Directors are expected to serve on a Park committee either as chair or active member. The President may also establish other committees of limited authority, each such committee to consist of the number of directors or other members, who need not be directors, as may be appointed by the President or chair of the committee. A majority of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the committee. Members of any such committee shall act only as a committee and the individual members shall have no power as such. The President shall have the power at any time to change the members of, fill vacancies in, and discharge any such committee, either with or without cause. 9 f ARTICLE V ACTION WITHOUT A MEETING Any action which is required to be taken or which may be taken at a meeting of the directors, or of a duly authorized committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be circulated to all directors or committee members and signed by as many directors, or members of the committee, as the case may be, as would be necessary to approve such action at an authorized meeting where all members of the Board or committee were present. Such consent shall have the same force and effect as if taken at an authorized meeting. For purposes of this section, a director's authorization to a particular action of the Board by e-mail or other electronic communication shall constitute the signature of the consenting director. ARTICLE VI CONTRACTS, CHECKS, DRAFTS BANK ACCOUNTS, ETC. SECTION 1. Execution of Contracts and Other Documents The Board, except as by law or by these by-laws is otherwise required, may authorize an officer or officers on behalf of the Park, to enter into any contract or execute any deed or other instrument. Any such authority may be general or be confined to specific instances as directed by a majority vote of the Board. SECTION 2. Checks, Drafts, etc. All checks, drafts and other orders for payment of money out of the funds of the Park shall be signed on behalf of the Park in such manner as shall from time to time be determined by resolution of the Board or of any duly authorized committee. 10 SECTION 3. Deposits The funds of the Park not otherwise employed shall be deposited from time to time to the order of the Park in such banks, trust companies or other depositories as the Board or any duly authorized committee may from time to time select. ARTICLE VII MISCELLANEOUS SECTION 1. Fiscal Year The fiscal year of the Park shall end on the last day in December in each year. ARTICLE VIII AMENDMENTS The Board by a majority vote thereof shall have the power to make, alter, amend or repeal the by-laws of this Claudius Crozet Park at any regular or special meeting of the Board provided the substance of the proposed amendment shall have been given in the notice of the meeting.This power shall not be exercised by the Executive Committee. Bylaws—originally developed,February 1984 Proposed amendment, December 3,2014(Board Meeting) Proposed amendments and vote January 7,2015(Board Meeting);bylaws approved by majority vote . 11 RESTATEMENT OF THE ARTICLES OF INCORQORATION OF CLAUDIUS CROZET PARK, INCORPORATED (1) The name of the non-stock corporation hereby restating its Articles of Incorporation is CLAUDIUS CROZET PARK, INCORPORATED (2) The purpose for which said Corporation is formed is charitable, to promote the health and well being and enhance the general social , physical and cultural welfare of residents of the Community of Crozet and the surrounding area of Albemarle County, Virginia. The Corporation shall render its services on a non-profit basis. In addition to the powers set forth in Section 13.1-826 of the Code of Virginia (1950) , as amended, which powers are incorporated here- in by reference, the Corporation shall have the power to carry on business of any character whatsoever that is not prohibited by law or required to be staled in the!,e Articles. (3) The Corporation shall have no members having voting rights. (4) The affairs of the Corporation shall be managed by a Board of Directors. In the absence of a by-law fixing the number of Directors, the number of Directors shall he not less than ten (10) nor more than thirty (30). Not more than ten (i0) Directors shall be elected annually at the annual meeting of the Board of Directors of the Corporation. Directors shall be elected for and shall serve staggered terms pursuant to the provisions of Section 13.1-858 of the Code of Virginia. The total number of directors shall be divided into three groups with each grcu, cor:ta;r 'r._ ore-third r; ,he directors, as rear as may be. As of the tie of this Restatement, _^e -=•rms of the directors in the first group shall expire at the next annual meeting (1987) the terms of directors in the second group shall expire at the 1938 meeting and the terms of directors in the third group shall expire at the 1989 annual meeting. At 4.11111. each annual meeting, directors shall be elected for terms of three (3) years ' to succeed those whose terms expire. Directors are elected by the affirmative vote of a majority of directors in office and present at the call to order of each annual meeting. Vacancies arising between annual meetings may be filled by the affirm- ative vote of a majority of the remaining directors, though less then a quorum, at any properly-called Board meeting. (5) The Corporation is organized exclusively for charitable and educational purposes, as such purposes are defined by Section 501 (c) (3) of the Internal Revenue Code of 1954 as it may be amended from time to time. No part of the net earnings of the Corporation shall inure to the benefit of any individual and no member of the Corporation shall receive any pecunairy benefits of any kind except reasonable compensation for services to effect the Corporation purposes. No part of the activities of the Corporation shall consist of carrying on propaganda or attempting to influence legislation; nor shall the Corporation participate in any political campaign on behalf of any candidate for public office. The Corporation may not merge or consolidate with any Corporation which is not an exempt Corporation as defined in Section 501 (c) (3) of the Internal Revenue Code of 1954 as it may be amended. upon the dissolution of the Corporation, the assets of the Corporation shall be distributed as follows: (a) All liabilities and obligations of the Corporation/� shall be paid • sat sf ied a!:d discharged or adequate :r�:,s4ons shall be '73Ci there`cre. (b) Assets held by the Corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of dissolution, shall he returned, transferred, or conveyed in accordance with such requirements. (c) Any assets remaining thereafter shall be conveyed `r separate share to the Crozet Volunteer Fire Company, Crozet Lions Club, and the Woman's Club, of Crozet, Virginia , if the same shall be in existence and shall he exempt under �1.c:li0n Al (( ) (3) of the Internal Revenue Code of 1954. ram in the event that none of the organizations above are in existence and tax exempt under Section 501 (c) (3) of the Internal Revenue Code at that time, such assets remaining thereafter shall be conveyed to such organization or oganizations as shall be selected by the majority vote of the quorum of the members of the Corporation as having purposes most clearly allied to those of this Corporation. Such Transferee organization or organizations must have been qualified tax exempt within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954, as may be amended. Any of the property not distributed shall be disposed of by the Court having jurisdiction of the dissolution and liquidation of a Virc;inia non-profit organization exclusively to such organ- ization or organizations as are then qualified tax exempt as defined above. (6) (a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or complete action, suit or proceeding, whether civil , criminal , administrative or in- vestigative (including an action or suit by or in the right of the corporation to procure a judgement in its favor) by reason of the fact that he was or is a director or officer of the Corporation, or was or is serving at the request of the Corporation, or was or is serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against .judgement, fined, amounts paid in settle- ment, and expenses ( including attorney's fees) actually and reasonably in- ccured by him in connection with such action, suit or proceeding, except only in relation to any claim, issue or matter as to which such person shall have been . ►►ai - i .'u, . re :once cr willful mis- conduct. Each such indemnity shall inure to the benefit of the heirs, executors and administrators of such person. (h) Any indemnity under subsection (a) above shall (unless authorized by a Court) be made 5y the Corporation only as authorized in the specific case upon a determination that the directors or officers was not guilty of gross negligence of willful misconduct in the performance of his duty and, in case of a settlement, that such settlement was, or if still to be made is, con- sistent with such indemnity and the best interest of the Corporation. Such determination shall be made ( i ) by the Board of Directors by a majority vote of a quorum of directors who were not parties tc such action, suit or proceeding, or (ii ) if such quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion. If the determination is to be made by the Board of Directors, it may reply, a:, to all questions of law, on the advise of independent counsel . (c) Expenses incurred in defending an action, suit or proceeding, whether civil , administrative or investigative, may be paid by the Corp- oration in advance of the final disposition of such action, suit or pro- ceeding as authorized by vote of the persons provided in subsection (b) of this section, upon receipt of an undertaking by or on behalf of the directors or officers to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this section. (d) The right of indemnification provided by this section shall not be exclusive of any other right to whit^ any director or officer may be r='J:r- ;n! ';e' Loi icies Of insurance that may be pur- chased and maintained by the Corporation or otherwise, even as to claims, issues or matters in relation to which the Corporation would not have the power to indemnify such director or officer under the provisions of this section. (e) The Corporation may purchase at its sole expense insurance against liability or losses it may sustain in consequence of the indemnifica- tion provided for in this section, in such amounts and on such terms and con- ditions as the Board of Director may deem reasonable. (7) Except for indebtedness totaling no more than five thousand dollars and incurred by the Corporation from time to time in the ordinary course of business for its ordinary and necessary operating expenses, the Corporation shall not incur any obligation for the payment of any irdebtedness for borrowed money or for the purchase or lease of any real or personal property or other- wise, nor shall the Corporation guarantee or endorse the repayment of any such indebtednes. without the approval of at least two-thirds of the Directors in office. The provision- of this Article shall not be amended or repealed , nor shall any provisions be adopted for these Articles of Incorpora- tion that is inconsistent with this Article, unless such action shall have been approved by at least two-thirds of the Directors in office. Said Corporation has no members with voting rights. Its Board of Direc- tors met on the 9th day of January, 1984, and the 21st day of January, 1985, and approved the Restatement of its Articles of incorporation by a unanimous vote of the directors present and constituting a quorum, being more than two- thirds of the Directors in office. INd WITNESS WHEREOF, these Restated Articles of Incorporation are hereby executed on behalf of the Corporation by Steven G. Meeks, its President, and 1 its seal affixed b.. EErery F. Taylor, Jr. , its Secretary, this /4' day of nPR4Z- i K,f, CLAUDIUS CROZET PARK, INCORPORATED By: __ President ATTESTJNG:\ \ „ �, 4 \ j i\ ;! �1 • Secretary STATE OF VIRGINIA COUNTY OF ALBEMARLE , to-wit: This day personally appeared before me, a Notary Public in and for the County and State aforesaid, Steven G. Meeks, President of Claudius Crozet Park, Incorporated, who acknowledged his signature and made oath that the matters as set out in the foregoing Restated Articles of Incorporation are troo to iho ho..1 of hi., 1.in►wIo41110. Given under my hand this I� day of f ',12.& , 1986 My Conmiis,ion expires: /frAV< //, /18p I — No ry Public • 056303 COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION RICHMOND, May 12, 1986 t r The accompanying articles having been delivered to the State Corporation Commission on behalf of CLAUDIUS CROZET PARK, INCORPORATED I and the Commission having found that the articles comply with the requirements of law and that all required fees have been paid, it is ORDERED that this CERTIFICATE OF RESTATEMENT be issued, and that this order, together with the articles, be admitted to record in this office of the Commission.; and that the corporation have the authority ii conferred on it by law in accordance with the articles, subject to the conditions and restrictions imposed by law, effective May 12, 1986 . Upon the completion of such recordation, this order and the articles shall be forwarded for recordation in the office of the Clerk of the Circuit Court, Albemarle County . 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