Approved by
membership on 1/24/2005 and amended on 9/29/2005, 12/7/2006, 9/18/2007,
3/20/2000 and 3/28/2012.
ARTICLE I Membership and Voting
1.1
Eligibility
Regular membership
Each person who can prove residency in the Barclay Farms
development will be granted regular membership in the BFHCA providing all
dues and/or assessments of the Association are paid to date.
1.2
Special
Membership
The owner(s) of each home
on a leased site, as defined in the record plan of the Community on tax
parcel maps, is/are and remain(s) as such, is/are automatically a Special
Member of the Association for purposes of voting on matters concerning the
decision to purchase the Community pursuant to the Right of First Offer
(Delaware Title 25 Chapter 70 §7026).
1.3
Membership
Required
All elected and appointed
positions will be held by regular members of BFHCA.
1.4
Number of
Votes:
Each regular member may cast one (1) vote on any issue at any General or
Special Meeting of the BFHCA.
ARTICLE II Non-Discrimination Policy
It is
BFHCA policy that all programs, projects and activities of the Association
shall be conducted without any discrimination based upon age, race, creed,
color, national origin, gender, sexual preference, political affiliation or
beliefs.
ARTICLE III Executive Council
3.1 Composition
The Executive Council will
be made up of at least five (5) but no more than nine (9) members.
3.2 Election
The Directors of the
Executive Council will be elected by a majority of the voting
regular members of the September
General membership meeting. Only one (1) member per household may be
nominated to the Executive Council.
3.3 Terms
Terms will begin on the
first day of the October immediately following the Election. Each Director
will be elected for a term of three (3) years.
3.4 Term Staggering
Each Director shall serve no more than
two (2) consecutive three (3) year
terms, staggered so that one-third (1/3) of the
Directors is elected each year.
3.5 Duty of the
Executive Council
The Executive Council shall
conduct the administrative business of the BFHCA based upon the Purposes
stated in the Letter of Incorporation.
3.6 Meetings
The Executive Council will meet no less than once a
quarter.
3.7 Quorum
A quorum of no less than
two-thirds (2/3) of the members of the Executive Council must be present to
vote on any issue before the Executive Council.
3.8 Forfeiture of Office
An individual will forfeit
membership on the Executive Council if there are three (3) consecutive
absences.
3.9 Vacancies
If a vacancy on the
Executive council occurs, the remaining members of the executive council
shall appoint a replacement for the remainder of the term of the vacant
position.
3.10 Recall
The recall of a member of
the Executive Council may be accomplished by the following procedures:
3.10.1 A petition by no less than twenty percent (20%) of the regular
membership will be prepared stating the specific reason(s) for the requested
recall.
3.10.2 This petition will be presented to the President. However, of the
subject of the recall is the President, the petition may be present to
ANY Director. That Director will proceed with the recall process in the
place of the President.
3.10.3 The subject of the recall will be presented with a copy of the
petition and given the option of resigning or requesting a vote on the
issue by the regular membership at a Special Meeting of the Association.
3.10.4 If a Special Meeting is requested.
It will be scheduled within ten (10) days. At the Special Meeting both sides
of the issue will have an opportunity to present their case and a vote will
be conducted.
ARTICLE IV Officers & Directors
No
member of the Executive Council may commit the Executive Council or the
membership of the BFHCA on any matter that the Executive Council member may
discuss with anyone associated with Barclay Farms owners or management,
elected officials or business representatives without first presenting the
issue in a discussion to the Executive Council or membership vote.
4.1 President
4.1.1 The Executive Council shall, each year, select one member to
serve as President. The President shall preside over all Executive Council
and Membership Meetings.
4.1.2 Will execute orders and resolutions of the
Executive Council.
4.1.3 Will schedule meetings of the Executive
Council.
4.1.4 Will
represent BFHCA in all matters of interest to the Membership.
4.1.5 Will form necessary
committees.
4.1.6 Will have the option of appointing Committee Chairmen, unless
otherwise specified in these By-laws.
4.1.7 Will form the Nominating Committee
and the Voting Authority in timely order.
4.2 Vice President
4.2.1 The Executive Council, each year, will select one member to serve
as Vice President.
4.2.2 Will assume the duties of the President during an absence,
incapacity, or recall of the President.
4.2.3 May co-sign all
disbursement checks.
4.2.4 Will serve as a
member of the Membership Committee.
4.3 Secretary
4.3.1 The Executive Council, each year, will select one member to serve
as Secretary.
4.3.2 Will be responsible for keeping minutes of all Executive Council
meetings and Meetings of the Whole.
4.3.3 Will be responsible for correspondence of BFHCA.
4.3.4 Will serve as custodian of all Association records (minutes and
correspondence) and archives.
4.3.5 Will keep records of attendance for both Executive Council and
General Membership Meetings.
4.3.6 Will give notice to the membership at large of all meeetings and
events, in a timely manner.
4.3.7 Will prepare and keep on file the names, addresses, and other
pertinent data, on all members.
4.3.8 May co-sign disbursement checks.
4.4 Treasurer
4.4.1 The Executive Council, each year, shall select one member to
serve as Treasurer.
4.4.2 Will be responsible
for maintaining, for the BFHCA, full and accurate financial
records and
accounts.
4.4.3 Will be responsible for making disbursements of the BFHCA, and
may co-sign all checks.
4.4.4 Will be the controller of all monies for the use of the BFHCA.
4.4.5 Will prepare a financial report for all General Membership
Meetings.
4.4.6 Will present a Treasurer’s report at all regularly scheduled
Executive Meetings.
4.4.7 Will be a member, but not the Chairman, of the Finance Committee.
4.4.8 Will archive financial records as required by law, after which
the records are to be shredded.
4.5 Directors
4.5.1 Will serve as “At Large” representatives of
the community.
4.5.2 Will represent the homeowners, and interact with them to keep the
Association members abreast of matters before the Executive Council, matters
on which the general membership will vote, and upcoming special events.
ARTICLE V Meetings of the Whole
Two (2)
types of meetings can be held: General Meetings and Special Meetings.
5.1 Parliamentary Procedures
Robert’s Rules of Order
will be the guide for all meetings of BFHCA except where there is a specific
conflict relating to the Bylaws of the Association.
5.2 Notice of
Meetings
An agenda and a meeting call will be posted at least seven (7) days prior
to a
meeting. The posting will
be in a public place within the community, published in the newsletter,
and/or via the Internet. Copies of the Association newsletter, From the
Horse’s Mouth (FTHM) which include a notice of a General of Special Meeting
shall be delivered to each house in the Community at least seven (7) days
and not more than thirty (30) days prior to the meeting date. Delivery may
be by hand delivery or U.S. Mail.
5.3 General Meetings
General Meetings will be
held each year in March and in September. Members will notify the Secretary
of any time they wish to place on the Agenda of a General Meeting no later
than three (3) weeks before the meeting. Agenda items will also be accepted
from the floor. However, advance items will be given a higher priority on
the agenda.
5.3.1 The March meeting is for the purpose of budget approval, dues
approval and other business that may be brought to the Association according
to the Bylaws.
5.3.2 The September meeting is for the purpose of electing Directors
and other business that may be brought to the Association according to the
Bylaws.
5.4 Special Meetings
5.4.1 The Executive Council has the authority to call a Special meeting
of the membership for any purpose. It requires a simple majority of the
Executive Council to call a Special Meeting.
5.4.2 A group of regular members of the Association may petition the
Executive Council to call a Special meeting:
A Special Meeting that does not include discussion or action
regarding the purchase of the Community, may be requested by a petition
bearing the signatures of no less than
ten (10) percent of the Association’s REGULAR MEMBERSHIP.
5.4.3 A Special Meeting with an agenda that includes a discussion or
vote on the possible purchase of the Community in accordance with Delaware
Code Title 25, chapter 70,
₴7026
may be called by a petition signed by no less than five (5) percent of the
REGULAR and SPECIAL Members of the Association. Only one (1) REGULAR or
SPECIAL member per house may be counted when determining the five (5)
percent. The Executive Council must honor this petition and must call the
Special Meeting within thirty (30) calendar days of receipt of the petition.
5.5 Quorum
A quorum at meetings of the Whole will consist of:
5.5.1 Twenty (20) percent of the total REGULAR Membership of the
Association for Meetings which do not include items regarding the purchase
of the Community.
5.5.2 Twenty (20) percent of the homes in the Community must be
represented by one REGULAR or SPECIAL member when the meeting agenda will
include items regarding the purchase of the Community as described in
Delaware Code Title 25, Chapter 70, S7026.
ARTICLE VI Financial Policy
6.1 The Fiscal Year of BFHCA is May 1 through April
30 of each year.
6.2 Approval All financial matters must be approved
by the Executive Council.
6.3 Limits
Approval of the general membership of BFHCA is
required for:
6.3.1 All expenditures in excess of ten (10)
percent of the annual budget.
6.3.2 Adjustment of dues.
6.4 Bonding
Upon recommendation of legal
counsel or advisors, the Executive Council may authorize expenditures for
insurance and/or bonding of the Executive Council members.
6.5 Budget
It is the policy of BFHCA to
operate with a balanced budget. The BFHCA will operate in such a manner as
to minimize expense. A preliminary budget will be prepared by the Finance
Committee, and presented to the Executive Council at its January meeting.
6.6 Dues
Upon acceptance of the
Finance Committee Report by the Executive Council, the recommended dues
assessment will be included in the Agenda of the March General Meeting.
Dues for new residents of the community and residents whose membership has
lapsed for more than two (2) years may join BFHCA on a pro-rated basis.
6.7 Signatories
All monies dispersed by
check, will bear the signatures of two (2) of the three (3) authorized
Officers. The authorized Officers are the Vice President, Secretary and
Treasurer.
ARTICLE VII Committees
7.1 Types
There are two (2) types of
Committees in the BFHCA. Standing Committees are those that have a
continuing goal and time frame. Temporary Committees have a mission of an
established time frame and/or a goal which, when accomplished, negates the
need for the committee’s existence. Additional committees of either type
may be established by the President. Any committee that requires a budget
must be approved by the Executive Council and a definition must be placed in
the Bylaws.
7.2 p; General Characteristics
7.2.1 A representative of each committee will submit a written report
of their past activities and future plans at each Executive Council
Meeting.
7.2.2 Will have a minimum of three
(3) members.
7.2.3 Will establish and maintain a Standard Operating Procedure
(SOP) for their reference and future reference.
7.2.4 Will keep a record of expenditures and, if needed, prepare a
budget request for the coming year, no later than December 31.
7.3 Standing Committees
The following Standing
Committees are recognized as necessary for the proper functioning of the
BFHCA.
7.3.1 Communications
The Communications
Committee’s mission is to disseminate information to the members of the
BFHCA. The method of dissemination may be any or all of the following:
newsletter, phone, bulletin boards, Internet, etc.
7.3.2 Finance
The Finance Committee,
working with the Treasurer (who may not serve as the Chairman of the
committee), will recommend a budget for the BFHCA for the next fiscal year.
This budget will include a recommendation of the dues for the following
year. The Finance Committee’s recommendation will be presented at the
January meeting of the Executive Council. The Treasurer and two (two)
members of the Finance Committee will be in attendance at this meeting.
7.3.3 p; Financial Audit
The Financial Audit
Committee will review the financial records of BFHCA for the previous year
and, if required, prior years. It will submit in both written and oral
format, the results of the audit to the Executive Council, and at the
September General Meeting of the BFHCA membership. For the sake of
continuity, one (1) new member will be appointed annually with the senior
(in service) member retiring.
7.3.4 Membership
The Membership Committee working with the Vice President
(who may not serve as the
Chairman of the committee), will maintain the roster of BFHCA members and
strive to increase this membership. They will prepare and disseminate
information about the Association and any other local data as they see fit.
7.3.5 Social
The Social Committee will
plan and recommend six (6) or more social events for each year, for the
enjoyment of members and to promote a sense of community. It will
coordinate activities with the Barclay Farms Activity Director, as needed,
in addition to the Executive Council.
7.4 Temporary Committees
The following Temporary
Committees are recognized as necessary for the proper functioning of the
BFHCA:
7.4.1 Nominating
The Nominating Committee will publish a list of candidates
nominated by
the Committee no less than ten (10) days prior to
the election.
This list of nominees shall also be provided to the
Voting Authority so it can prepare a ballot for the
election. This
list should
include a brief biography about each candidate. At a
minimum, this
information will include the name, address and
of each
candidate. The Nominating
Committee will provide as many qualified candidates for each
Position as it is possible. This Committee will serve for
the
duration of one
(1) election.
7.4.2 Voting Authority
The voting Authority shall
prepare the ballot and publish it no later than one (1) week prior to the
election. The Authority will supervise the voting at a
specified meeting of the whole. Members of the Executive Council, slated
candidates and members of the Nominating Committee may not serve on the
Voting Authority.
7.4.3 Community Purchase
Committees
Committees consisting of not
less than seven (7) homeowners shall be appointed to investigate and report
on Community Purchase issues. The membership of each committee shall be
open to REGULARMEMBERS and SPECIAL members.
ARTICLE VIII Amendment Process
Proposals for an Amendment to the Bylaws can originate from either the
Regular Membership or the Executive Council.
8.1 Regular Membership
An Amendment Proposal signed
by at least twenty percent (20%) of the regular membership should be
delivered to the Secretary, who will present it to the Executive Council for
action. The Amendment Proposal will contain the full text of the proposed
amendment and a statement
explaining the need for the amendment.
8.1.1 Statement of Executive Council
Position
Within fourteen (14) days of
a Special Meeting of the Executive Council, the Council will prepare a
Statement of Executive Position on the requested Amendment Proposal. The
position statement, the amendment and the supporting documentation provided,
will be submitted to the Secretary
8.1.2 Acceptance of the Proposed Amendment requires
two-thirds (2/3) vote of the Executive Council.
8.1.3 If the Amendment Proposal is rejected by the Executive Council,
the proposal may be re-submitted to the Council along with the petition
containing signatures of an additional ten percent (10%) of the regular
membership. This re-submitted Amendment Proposal is NOT voted on by
the Executive Council, but is processed as if it had passed an Executive
Council vote.
8.2 Executive Council
The Executive Council shall:
8.2.1 Appoint a Bylaws Committee to study and prepare a petition for an
amendment which will contain the full text of the proposed amendment and a
statement explaining the need for the amendment.
8.2.2 Receive the Proposed Amendment for Executive Council for vote.
8.2.3 Acceptance of the Proposed Amendment requires a two-thirds (2/3)
of the Executive Council.
8.3 Scheduling the
Vote
The Secretary will schedule
a Special Meeting to be held within twenty-on (21) to thirty (30) days to
vote on the Amendment Proposal. If a Meeting of the Regular Membership
falls within this time frame, it may be included as part as part of that
General Membership Meeting
8.3.1 The Secretary shall announce the meeting and publish the proposed
amendment with documentation in the official publications of the BFHCA
within the original thirty (30) day time frame.
8.3.2 The president will appoint a Voting Authority to monitor the
voting.
8.4 Adoption
Adopting an amendment to the
BFHCA Bylaws requires a two-thirds (2/3) majority affirmative vote of the
regular members at the General or Special meeting.
8.5 Entry into the Minutes
Upon approval, the Secretary
will enter the Amendment into the official BFHCA documents. This entry will
include a notation of the date of adoption of the amendment.
8.6 Effective Date
The new Amendment will
become effective immediately. Updated documents will be made available to
all members within fourteen (14) days of adoption.
8.7 Rejection
A rejected proposal of
amendment may be resubmitted through the amendment process no more than
twice in one year.
ARTICLE IX Books and Records
The
books, records, and papers of the Association are at all times, during
reasonable business hours, subject to inspection by any regular member. The
Certificate of Incorporation and the Bylaws of the Association are available
for inspection by any regular member at the principal officer of the
Association. Copies may be purchased at a reasonable cost, to be determined
by the Executive Council, to defray copying administrative costs.
ARTICLE
X Date of Adoption
These
Barclay Farms Homeowners Civic Association Bylaws were adopted by a
two-thirds (2/3) majority of the regular members of the BFHCA present at the
meeting held to adopt
them
Signed
(Signatures on file)
January 24, 2005
