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Article I
Name and Purpose

Sect. 1. The organization shall be known as the Old Gun Road Civic Association ("Association").
Sect. 2. The purpose of the Association shall be to unite property owners of the Old Gun Road community in all civic efforts directed toward making that community a better place in which to live.  It shall be a non-profit organization.
Article II
Membership and Dues

Sect. 1. There is only one kind of membership, active.  Property ownership in the Old Gun Road community shall entitle any person or family, subject to favorable action by the Board of Directors, to active membership in the Association upon payment of annual membership dues of $30.00, per family or homeowner.  Annual dues shall be paid no later than the annual meeting of the Association.
Sect. 2. Dues shall run concurrently with the calendar year.
Sect. 3. Members who do not pay their dues for two years will be deleted from the membership roster.
Sect. 4. Those eligible for membership include all residents whose major and primary access to their residence is by Old Gun Road East or Old Gun Road West, north of Robious, and those residents in the Huguenot Hundred subdivision, and any access roads off of Old Gun Road, or Cherokee Road.
Sect. 5. At least once a year, the Association’s Board of Directors shall consider whether to adjust the amount of the annual membership dues.
Sect. 6. In light of the time spent by the Association’s officers and directors volunteering on behalf of the Association, each officer and director of the Association shall not be required to pay any annual membership dues during their term of service.
Article III

Sect. 1. The Association shall meet at least annually, or at the call of the President, or upon a petition of ten percent of the membership in writing.
Sect. 2. The Board of Directors shall meet at least annually or upon special call by the President.
Sect. 3. Notice of the annual meeting of the Association shall be sent out at least thirty days prior to a meeting.


Article IV
Officers and Directors

Sect. 1. OFFICERS: There shall be three officers: President, Secretary, and Treasurer, all of whom must be members in good standing in the Association.  These officers shall act upon matters arising from regular Board of Directors meetings.  Members of the Board of Directors shall represent all of the members and communities in the area described in Article II.  Their regular duties are:
a) President: Shall preside at meetings of the Association and of the Board of Directors and shall be the Chief Executive for the administration of the Association.  He or she shall be an ex-officio member of all committees.
b) Secretary: Shall record the minutes of the meetings of the Association and of the Board of Directors and shall perform such duties as may be directed by the President.  He or she shall handle such correspondence as is necessary, and shall send out notices of all meetings.  The Secretary shall in the absence of the President preside at all of the meetings of the Association and of the Board of Directors and otherwise act for the President in his or her absence.
c) Treasurer: Shall be in charge of billing annual dues and receipt of all funds paid for Association dues or otherwise and paying all necessary bills of the Association.
d) The Board of Directors: Shall consist of the above-named officers and three members-at­ large from the neighborhoods which comprise the Association.  A quorum shall consist of four Board members.  It shall be the responsibility of each Board member to serve in the following capacities.
1. To represent the best interests of all members of the Association.
2. To relay communications between the Board and the Association members on all items affecting the area (court and board hearings, zoning changes, variances to zoning, roads, etc.).
3. To visit and invite new families moving into their neighborhoods into the membership.
Sect. 2. THE BOARD OF DIRECTORS: The Board of Directors shall be constituted as described in Section 1 of this Article.
a) A nominating committee shall be appointed by the President to prepare a list of nominees for officers and directors for presentation at the Association's annual meeting.
b) All officers and Board members-at-large shall be elected for a two-year term at the Association's annual meeting.  Upon serving as an officer or member-at-large for a two-year term, a member who has held one particular office may be elected to succeed themselves by a majority who vote after a quorum is obtained.
c) If a vacancy occurs among officers or directors, a replacement shall be appointed by the President to act until the next annual election.
d) In the event a vacancy occurs in the office of the President, the Secretary shall automatically become President and shall serve in that capacity until the next annual election of officers. In such an event, the new President shall appoint someone to fill the vacancy in the office of the Secretary, who shall act as Secretary until the next annual election.
Article V

Sect. 1. Those attending the Association meeting shall constitute a quorum.  At all meetings, each member shall have one vote, with not more than two votes allotted to each family present or represented by proxy, for each action to be voted on.  The voting of the majority of the members present or represented by proxy shall be the act of the Association, except as otherwise provided.
Article VI Committees
Sect. 1. The President shall appoint such standing and special committees as he or she may deem advisable.
Article VII Reports
Sect. 1. a) The President shall present a written report at the regular annual Association meeting.
b) The Secretary and Treasurer shall make annual reports in writing to the Association.  At the regular annual Association meeting, the Treasurer shall submit a report properly audited by a committee appointed by the President, covering the transactions of the business for the fiscal year following the last annual meeting and through the date of the current annual meeting.
c) All standing committee chairmen shall submit written reports at the regular annual meeting.
Article VIII

Sect. 1.  The Board may, at its discretion, invest a certain portion of the Association’s funds in reasonably safe investments, subject to the following conditions:
a) The Board shall act in a reasonably prudent manner in determining which investments to invest in, and the Board shall ensure that those investments comply with the terms of this article.
b) Investments shall be made only in investments that have a history of returns and that are deemed conservative in nature in the industry.  Such investments include, without limitation, blue chip stocks, conservative mutual funds, U.S. treasuries, money market deposit accounts, and certificates of deposit.
c) Investments shall be made in such a manner that the Association’s assets, taken as a whole and including all investments as well as those funds that are not invested, maintain sufficient liquidity to meet the Association’s reasonably foreseeable needs.

Article IX

Sect. 1. a) Amendments to this Constitution shall require for adoption a vote of not less than  two-thirds (2/3) of all votes cast.
b) Proposed amendments must be presented to the membership at least thirty days prior to meetings at which action is to be taken.  All members shall be notified by the Secretary of the contemplated action, at least 30 days prior to meeting.
c) Absentee ballots may be submitted to the Secretary by members who are unable to attend meetings in writing.


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