AMENDED CONSTITUTION AND BY-LAWS OF THE GREEN ACRES CIVIC ASSOCIATION

AMENDED IN THE YEAR 2022

Article I – Name

The name of the organization shall be the GREEN ACRES CIVIC ASSOCIATION, INC. (hereinafter referred to as the Association).

Article II – Purpose

The purpose of the Association shall be to promote the general welfare of the Green Acres community defined in Appendix I.

Article III – Membership

Section 1. All property owners who are listed in the New Castle County tax records, of the area described as Green Acres, shall be eligible for membership.

Section 2. Membership shall be acquired and retained upon payment of annual dues as specified hereinafter.

Section 3. Each residential unit carries one vote, and an adult property owner having membership in good standing may cast that vote in person, by mail, by email, or by proxy previously designated in writing to an officer of the Association. In addition, absentee owners of a residential unit whose membership is in good standing may similarly cast one vote

Section 4. Membership is terminated upon ceasing to be a property owner in Green Acres, or by non-payment of dues.

Article IV – Membership Meetings

Section 1. An annual meeting of the members of the Association for the election andinstallation of officers and any other business to be transacted shall be held each January. All members shall be notified of the time and place of this annual meeting by public signage, written or electronic means at least ten (10) days in advance thereof.

Section 2. Special meetings of the Association may be called by the Council. In addition, the Council shall call a special meeting of the Association upon presentation to any member of the Council of a petition signed by at least twenty-five (25) members. All members shall be notified of the time and place of any special meeting at least seven (7) days before the meeting, and a description of the subject or subjects to be discussed. No other subject may be discussed or voted upon at said meeting.

Section 3. A quorum at any regular meeting or special meeting of the membership of the Association shall consist of those members present.

Section 4. A plurality of votes cast is necessary to decide any issue that shall come before any meeting of the Association, with the exception of amendment of the Constitution and By-Laws.

Section 5. Any membership meeting may be held either in person or virtually or a hybrid of both.

Article V – Officers and Duties

Section 1. Officers

(a) The Officers of the Association shall consist of a President, a Vice-President, a Corresponding Secretary, a Recording Secretary, and a Treasurer, each of whom shall serve for a term of two (2) years or until a successor is elected and installed. An officer may be nominated for re-election to serve one (1) additional two-year term. Any term of service completed by an interim officer shall not count against full eligibility.

(b) The board shall make community-wide notifications of an upcoming election by written or electronic means at least ten (10) days in advance thereof. Nomination of officers shall be made by the nominating committee. The committee shall nominate qualified candidates for each office. The board may also solicit candidates for open positions for consideration by the nominating committee. Candidates shall be vetted by the nominating committee using a standard set of interview questions approved by Council. Members may submit their name to the nominating committee for consideration for any open office at least 20 days in advance of the election.

(c) Election of officers shall take place at the January membership meeting and shall be by a plurality of votes. Voting shall be conducted by electronic roll call, audible roll call, or any electronic polling method agreed upon by Council. The officers shall be installed following the election.

(d) In the event that the office of the President becomes vacant, the Vice-President shall automatically become President pro tempore for the remainder of the President’s term or until a successor is appointed.

(e) In case of a vacancy in any of the five major offices, the remaining Board may appoint, with the majority vote of the Council (Article VI), an interim successor to fill the office. Within 90 days of the interim appointment, a permanent successor shall be elected by Council from candidates presented by the nominating committee.

(f) Officers may be removed for cause at a special meeting by a majority vote of Council. Each Council member must cast their vote in person. Virtual presence counts as “in person.”

(g) Officers resigning must do so by submitting a printed or electronic letter of resignation to Council. Resignation will be effective immediately upon receipt of notice by Council.

(h) Any Board member leaving office, whether by resignation, removal, or end of term, shall promptly surrender to the Board any physical and intellectual property, checkbooks, documents, passwords, or electronic assets of the association.

Section 2. Duties

(a) The President shall be the chief executive officer of the Association and shall preside at all meetings of the Association and meetings of the Council. The president shall see that all resolutions of the Association are put into effect. The president shall also appoint committees and approve the person who will review finances annually.

(b) The Vice-President shall assist the President and shall perform the duties of the President in his/her absence, and any other duties as needed.

(c) The Recording Secretary shall record minutes of all proceedings of the Association and of the Council and shall keep the essential records belonging to the Association, which are not assigned to other officers. In the absence of the Recording Secretary at any official meeting, minutes shall be recorded by a designee.

(d) The Corresponding Secretary shall handle all official correspondence directed by the Association President, including notices of meetings.

(e) The Treasurer shall receive and be responsible for all funds of the Association and shall keep an account of all dues, receipts and expenditures. All funds collected by the Treasurer shall be deposited in the name of the Association in a bank designated by the Council. All records of the Treasurer shall be available to the Council at any meeting. The Treasurer shall present an annual report at the January membership meeting. Indication of the financial review shall be shown by signature and date by the reviewer.

Article VI – Council

Section 1. The Council shall consist of the five (5) officers and the sixteen (16) district representatives identified in Article VII.

Section 2. The Council shall have general supervision of the affairs of the Association and shall perform such other duties as are specified in this Constitution and By-Laws or in the certificate of incorporation of the Association.

Article VII – District Representatives

Section 1. There shall be one (1) district representative (DR) from each of the sixteen (16) districts, as shown on the Green Acres district map, defined in Appendix I.

Section 2. The President shall appoint or approve a district representative to serve.

Section 3. Vacancies, in the roster of DRs, shall be filled by the President of the Association, until the next election. DRs, with the consent of the President, may delegate their functions to alternates.

Section 4. District representatives shall represent the residents of their districts, and contact them regarding Association business whenever necessary.

Article VIII – Council Meetings

Section 1. The Council shall meet monthly except June, July, August, and December. The meetings shall be at such time and place as designated by the President. Additional meeting calendar can be set by the Officers.

Section 2. Special meetings of the Council may be called by the President with due notice to all members of the Council.

Section 3. No business at a Council meeting shall be conducted unless a quorum of at least 25% of the representatives of the districts and either the President or Vice President and the Recording Secretary or designee are present.

Section 4. All Council meetings shall be open to any active member of the Association. Such visiting members shall have no vote, but may be recognized to speak by majority consent of the Council.

Section 5. Any Council meeting may be held either in person or virtually or a hybrid of both.

Article IX – Finances

Section 1. Fiscal Year 
The fiscal year of the Association shall be from January 1st to December 31st.

Section 2. Dues
(a) Dues are payable by November 1 for active membership for the following year.

(b) There shall be no compulsory assessments.

(c) The Treasurer will accept dues payments on behalf of the Association.

(d) The amount of annual membership dues may be changed by majority vote of Council.

Section 3. Budget

(a) At the beginning of the fiscal year, the Officers shall create a budget of projected spending for the coming year. The budget shall be based on spending in the previous five (5) years. The budget must be approved by majority vote of Council. The budget shall be presented at the annual membership meeting.

(b) After review of the budget, dues adjustments may be considered and implemented by majority vote of Council.

Section 4. Fiscal Management

(a) A sum in excess of Five Hundred Dollars ($500.00) may be paid after notification of the officers. All checks withdrawing funds are to be signed by the Treasurer and one officer.

(b) The Treasurer shall maintain a yearly combined checking/saving/CD account balance after expenses sufficient to cover an annual snow removal cost (average basis over the prior five (5) years) and Association yearly operating expenses.

(c) The Treasurer shall obtain consent of the Board before transferring funds between any accounts or financial instruments, or before creating or closing any account or instrument.

(d) The Treasury accounts shall be examined and reviewed annually just prior to the January membership meeting.

Article X – Committees

Section 1. Council shall by majority vote appoint a nominating committee of up to five (5) Association members during the November Council meeting. If the committee consists of more than one member, Council shall appoint one of the members as chair.

Section 2. The President shall appoint committees as required by Council.

Section 3. The President shall appoint two (2) members to the Architectural Review Committee.

Article XI – The Architectural Review Committee

The Architectural Review Committee shall consist of two (2) members appointed by the President. The committee members’ terms shall be for five (5) years.

Article XII – Parliamentary Authority

The rules contained in “Robert’s Rules of Order Newly Revised, 12th edition” shall govern this Association in all cases to which they are applicable and in which they are not inconsistent with this Constitution and By-Laws.

Article XIII – Nondiscrimination

The officers and representatives of the Association, and contractors engaged by them, shall be selected in a non-discriminatory manner with respect to age, sex, race, color, national origin, sexual orientation, political or religious affiliation.

Article XIV – Indemnification

The Corporation may indemnify Officers, Council Members and special event coordinators of the Association to the fullest extent required or permitted by the General Laws of Delaware.

Article XV – Compensation

The Officers, Council Members and special event coordinators shall serve without compensation for their services. Officers, Council Members and special event coordinators may be reimbursed for all expenses reasonably incurred on behalf of the Association.

Article XVI – Conflict of Interest

Any Officer or Council Member having an interest in a contract or business relationship under consideration by the Council shall give prompt, full and frank disclosure of his or her interest to the Board. Conflicts of interest might include employment by or family relationship with a business under consideration, or membership in another civic association. The Board shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is found to exist, such person shall not vote on, nor attempt to influence, nor participate in discussion of the issue. Such person may not be counted in determining the existence of a quorum at any meeting where the contract or business relationship is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made and the outcome of voting thereon. Such person shall hold any intellectual property or information gained during the course of association business in confidence.

Article XVII – Amendment

This Constitution and By-Laws may be amended by an affirmative vote of two-thirds of those members returning ballots provided that at least half the membership casts ballots, and provided further that the proposed amendments have been submitted to the members by written or electronic means at least ten (10) days prior to the meeting date.