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 Lake Blue Ridge Civic Association 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.
ARTICLE III: MEMBERSHIP 3.1 Eligibility Membership 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 as determined by the Board.
ARTICLE IV: BOARD OF DIRECTORS AND OFFICERS 4.1 Authority. The Board shall be the managing body of LBRCA.
4.2 Makeup. The Board shall consist of 9 Members including 4 officers and 5 members-at-large.
4.3 Officers LBRCA Officers shall include the President, Vice-President, Secretary, and Treasurer who shall be elected by the Board of Directors. The officers shall serve as the Executive Committee which can manage issues that need not involve the full Board.
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 six consecutive years except for the Secretary and Treasurer who may have unlimited terms.
4.3.2 The terms of Officer and Board positions shall commence on January 1 and end on December 31.
4.3.3 Members may only hold/fill one Office at a time.
4.3.4 Elections shall be held once per year unless an election is needed to fill a vacated position.
4.4 Election and Re-election
4.4.1 An announcement to hold an election for Board Members-at-Large shall be distributed to the membership by the Secretary. The Board Members-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.
4.4.2 Nominations for Board Member-at-large shall be submitted annually by August 30 in writing to the Secretary. Board Member-at-large terms will be staggered so that Board- member-at-large terms do not all end in the same year. The Board will determine the first-term lengths of the Board Members-at-large who are in office on January 1, 2015.
4.4.3 The incumbent President on January 1, 2015 will have a first term of three years and the Vice-President two years so that the President and Vice President need not be elected on the same year.
4.5 Resignation Notice of resignation shall be in writing to the President.
4.6 President The President shall manage the activities of LBRCA, preside over meetings to preserve order and decorum, and promote the mission and goals of LBRCA. In addition, the President shall establish committees as deemed necessary.
4.6.1 If, at any time during a President s tenure, that person is temporarily unable to serve, the Vice-President shall serve in his or her place. In the event of the President s resignation or inability to serve for more than 6 months, a successor will be elected to serve out the remaining term. If the incumbent is unavailable at the time of this election, the Vice-President shall assume the duties of the President for the purpose of calling a meeting to elect a new President.
4.6.2 The President or his or her designee may invite guests to attend Board or other meeting(s). Invited guests who are not members shall not be granted voting privileges.
4.7 Vice-President The Vice-President shall assist the President in his or her duties as needed, preside over the Membership Committee, oversee the other committees established by the President, and fill in for the President, when needed.
4.7.1 If, at any time during a 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. In the event of the Vice-President s resignation or inability to serve for more than 6 months, a successor will be elected to serve out the remaining term.
4.8 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 summary minutes of meetings and maintaining records of meetings (to include Member participation) and work products.
4.8.1 If, at any time during a Secretary s tenure, the person is temporarily unable to serve, the President shall, at his or her discretion, designate a Member to serve in the Secretary s place. In the event of the Secretary s resignation or inability to serve for more than 6 months, a successor will be elected to serve out the remaining term.
4.9 Treasurer The Treasurer shall perform such duties as may be assigned by the President and manage the fiduciary aspects of LBRCA such as bank accounts and payment of expenses.
4.8.1 If, at any time during a Treasurer s tenure, the person is temporarily unable to serve, the President shall, at his or her discretion, designate a Member to serve in the Secretary s place. In the event of the Treasurer s resignation or inability to serve for more than 6 months, a successor will be elected to serve out the remaining term.
ARTICLE V: TERMINATION OF MEMBERSHIP 5.1 Termination of Membership A Member may be terminated for cause. Notice and due process must be afforded the Member prior to termination, using policy and procedure 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.
6.1.1 Guests may be invited to participate in a meeting. Invitations will be extended by the President. Funding for invited guests is at the discretion of 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.
7.3 Voting All individuals assigned to a committee may vote on issues addressed within the committee. Each member shall have one vote. The use of proxies is not permitted.
7.3.1 A simple majority of the committee membership shall represent a quorum. A quorum is required to conduct business.
7.3.2 Committee votes shall require a simple majority of the membership present and voting for 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.
7.5 Membership Committee There shall be a permanent Membership Committee which shall develop strategies to maintain and expand the LBRCA membership. It shall also manage complaints against Members and the processing Conflict of Interest Disclosures. The committee shall consist of the Chair (appointed by the President), and at least two LBRCA Members and two Board Members-at-large selected by the Committee Chair.
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 at least six affirmative votes by the Board. ARTICLE VIII: VOTING
9.1 Quorum Participation by at least 10% 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.
9.2 Each Member shall have one vote. Proxies are not permitted.
ARTICLE IX: COMMUNICATION
10.1 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 12.1 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 one s self from voting on matters in which the voter may have a real, potential, or perceived conflict of interest regarding the matter in question 12.2 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. 12.3 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 XIII: RECORDS RETENTION 13.1 LBRCA records shall be retained according to a written records retention policy established by the Board.
Approved by the LBRCA Board of Directors, June 28, 2014.