ARTICLE I: OFFICIAL NAME
The name of the organization shall be the Lake Blue Ridge Civic Association, and shall herein be referred to as LBRCA.
ARTICLE II: MISSION AND VISION
2.1 Mission: The purpose of the LBRCA is to enhance the economic vitality of Blue Ridge and Fannin County by preserving and protecting Lake Blue Ridge and its surroundings, to enhance the water quality, fishery, boating safety, and aesthetic values of Lake Blue Ridge as a public recreational facility for today and for future generations, while respecting the interests of the public.
2..2 Said organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distribution to organizations that qualify as exempt organizations described under Section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
2.3 Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
ARTICLE III: MEMBERSHIP
3.1 Membership eligibility is open to the public.
3.1.1 No person shall be denied membership for reason of race, color, religion, sex, national origin, age, disability, or sexual orientation.
3.1.2 The LBRCA Board of Directors (Board) may establish via Board Policy, categories of membership such as Member, Affiliate, Corporate, and others, as well as their respective voting privileges and annual dues or donation amounts.
3.1.3 Members shall have voting privileges to elect LBRCA Board Members-at-Large, and to vote on other matters determined by the Board.
ARTICLE IV: BOARD OF DIRECTORS AND OFFICERS
4.1 Authority. The Board shall be the managing body of the LBRCA.
4.2 Makeup. The Board shall consist of up to 9 members including officers and up to 5 members-at-large.
4.3 Officers. The LBRCA Officers shall include the President, Vice-President, Secretary, and Treasurer who shall be elected by the Board of Directors. It shall be the responsibility of the Treasurer to review annually and to maintain D&O Insurance for all Board Members.
4.4 Terms of Office
4.4.1 The terms of Officers and Board Members-at-Large shall be 3 years. The Officers and Directors may be re-elected to office, but he or she may serve no more than 6 consecutive years except for the Secretary and Treasurer who may have unlimited terms.
4.4.2 The terms of Officer and Board positions shall commence on January 1 and end on December 31. 4.4.3 Members may only hold/fill one Office at a time.
4.4.4 Elections shall be held once per year.
4.5 Election and Re-Election
4.5.1 An announcement to hold an election for Board-at-Large shall be distributed to the membership by the Secretary. The Board Member-at-Large shall be elected by the membership using a simple majority vote, either at an LBRCA meeting or by mail or electronic ballot as determined by the Board.
4.5.2 Nominations for Board Members-at-Large shall be submitted annually by August 31 in writing to the Secretary. Board Members-at-Large terms will be staggered so the Board Members-at-Large terms do not all expire in the same year.
4.5.3 Board Members shall be staggered in the following three classes:
2022 Greene, Bidez, Ponton
2023 Gluekert, Joel, Devine
2024 Arant, Darnell, Myers
4.6 Resignation. Notice of Resignation shall be in writing to the President.
4.7 President. The President shall manage the activities of the LBRCA, preside over meetings, to preserve order and decorum, and promote the mission and goals of the LBRCA. In addition, the President shall establish committees as deemed necessary.
4.7.1 If, at any time during the President’s tenure, that person is temporarily unable to serve, the Vice-President shall serve in his or her place until the next Annual Meeting.
4.7.2 The President or his or her designee may invite guests to attend Board meetings. Invited guests who are not members shall not be granted voting privileges.
4.8 Vice-President. The Vice-President shall assist the President in his or her duties as needed, oversee the other committees established by the President, and fill in for the President, when needed.
4.8.1 If, at any time during the Vice-President’s tenure, that person is temporarily unable to serve, the President shall, at his or her discretion, designate a Member to serve in the Vice-President’s place until the next Annual Meeting.
4.9 Secretary. The Secretary shall perform such duties as may be assigned by the President and shall perform all administrative duties incident to the office including, but not necessarily limited to the following: preparing minutes of meetings and maintaining records of meetings (to include Member participation) and work products.
4.9.1.If, at any time during the Secretary’s tenure, that person is temporarily unable to serve, the President shall, at his or her discretion, designate a Member to serve in the Secretary’s place until the next Annual Meeting.
4.10 Treasurer. The Treasurer shall perform such duties as may be assigned by the President and manage the fiduciary aspects of the LBRCA such as bank accounts and payment of expenses.
4.10.1. If, at any time during the Treasurer’s tenure, that person is temporarily unable to serve, the President shall, at his or her discretion, designate a Member to serve in the Treasurer’s place until the next Annual Meeting.
ARTICLE V: TERMINATION OF MEMBERSHIP
5.1 Termination of Membership. A Member may be terminated for cause. Notification and due process must be afforded the Member prior to termination, using the policy and procedures established by the Board.
ARTICLE VI: MEETINGS
6.1 Regular Meetings. There shall be periodic LBRCA general membership meetings, as scheduled by the President. LBRCA Board meetings shall occur at least quarterly. A general membership meeting shall be held in September to elect Board members-at-large and conduct other business as needed, and other meetings may be held as determined by the President. The President will present a slate of Officers at the September Annual Meeting.
6.1.1 Guests may be invited to participate in a meeting. Invitations will be extended by the President.
6.2 Special Meetings. Special meetings may be called by the President. Meetings may be physical meetings or by electronic means. Votes by the Board may be conducted in person, telephonically or by other electronic means. General membership voting shall occur at physical meetings, or by mail, or electronically as determined by the Board when needed.
6.3 Notice of Meetings. Notice of the general membership meetings will be communicated to the membership and invited guests at least 30 days in advance of the meeting date.
6.4 Conduct of Meetings/Parliamentary Rules. The simplest mechanism governing meetings will be used, and all Members shall follow good business practices during meetings. When a dispute arises or when deemed necessary by the President, the most current version of Robert’s Rules of Order shall be followed.
ARTICLE VII: COMMITTEES
7.1 Establishment Committees and their membership shall be established by the President when deemed appropriate.
7.2 Committee Chairs. The Chair of a new committee shall be appointed by the President.
7.2.1 The Committee Chair shall manage the activities of his or her committee. These duties include, but are not limited to, appointment of LBRCA members to the Committee, preparing committee meeting agendas, maintaining minutes and records of committee meetings, acting as a spokesperson for the committee, and forwarding draft documents and other work products to the LBRCA Board. The
committee Chair will bring forward any decisions/recommendations from the committee to the Board for discussion and voting/approval.
7.4 Advisors. When deemed necessary by a Committee Chair to support a specific task, individuals who are not LBRCA Members may be appointed by the Committee Chair for an appropriate time frame to assist with these committee activities. These individuals, referred to as Advisors, shall not have voting privileges within the committee, and are not typically funded nor expected to attend meetings.
7.6 Bylaws Committee. The Board will serve as the Bylaws Committee and shall review and make recommendations to maintain and update the Bylaws. The Vice-President shall act as Chair. The Board will approve any changes made to the bylaws.
7.6.1 Proposed bylaws changes must be approved by a majority vote of the Board. ARTICLE VIII: VOTING
8.1 Quorum. Participation by at least 10% of the LBRCA Members is required to constitute a quorum for issues voted upon by the general membership. Five Board Members (which includes any Officers present) shall constitute a quorum for Board meetings. A quorum is required in order to conduct official business.
8.2 Each Member shall have one vote. Proxies are not permitted.
ARTICLE IX: COMMUNICATION
9.1 Official Communications. Official external communications shall be conveyed by the President or his or her designee. Other Members shall not speak on behalf of LBRCA unless directed to do so by the President.
ARTICLE X: CODE OF ETHICS AND CONFLICT OF INTEREST DISCLOSURE PROCESS
10.1 Code of Ethics. The LBRCA is a membership and service organization. To protect the integrity of the LBRCA, Members agree to abide by the following principles:
Comply with the bylaws.
Avoid any personal and professional conduct which places or could be construed to place LBRCA in the position of endorsing products or services for an individual’s own financial or personal gain or for the financial or other gain of the individual’s employer.
Disclose to the Executive Committee any potential conflicts of interest, or the appearance of same, that may arise with respect to LBRCA.
Provide public statements representing LBRCA policies or positions only upon approval of the President, and if approved, represent LBRCA policies or positions accurately.
Report to the Membership Committee any information which would alter the responses provided on the membership application and/or Conflict of Interest Disclosure Statement. Conduct themselves in a professional manner while in attendance at LBRCA meetings and other events at which they are representing LBRCA.
Recuse themself from voting on matters in which the voter may have a real, potential, or perceived conflict of interest regarding the matter in question.
10.2 Conflict of Interest Disclosure. It is in the best interest of LBRCA to be aware of and properly manage all actual, potential, and perceived conflicts of interest.
Officers, Board Members, and Committee Chairs shall inform the Secretary, in writing, of any actual, potential, or perceived conflicts of interest. These should be updated immediately if significant changes occur.
Conflict of Interest Disclosure Statements shall be retained by the Secretary in compliance with Records Retention Policy established by the Board.
10.3 Monitoring of Code of Ethics and Conflict of Interest Disclosures. The Executive Committee shall be responsible for monitoring the Code of Ethics and Conflict of Interest Disclosure process, and taking appropriate actions when needed.
ARTICLE XI: RECORDS RETENTION
11.1 LBRCA records shall be retained according to a written records retention policy established by the Board.
Approved by the LBRCA Board of Directors, November 1, 2021.