[Return] Revisions approved January 19, 1988 and April 16, 1996.

BYLAWS OF THE CIVIC LEAGUE FOR NEW CASTLE COUNTY

ARTICLE I. PURPOSES

The aims and purposes of the Civic League for New Castle County, Inc. shall be to: foster sound community growth by defining and exploring its problems and informing our citizens of needed action, promote the exchange of ideas on community growth among interested citizens, governmental bodies and our business and non-profit organizations; support the development and consistent application of comprehensive and enlightened planning for all New Castle County; maintain a constant vigil to assure that our growth is consistent with the principles developed in our studies and exchanges.

ARTICLE II. MEMBERS

Section 1. Membership

All persons, businesses and other organizations who sympathize with the purposes of this corporation shall be eligible for membership and may become active members by paying the annual dues fixed by the Board of Directors. Any organization or corporate member may designate a representative who shall have all the rights and privileges of an individual member. Special classes of membership may be established by the Board of Directors.

Section 2. Meetings

The annual meeting shall be held at a time and place to be fixed by the board, to elect members to the Board of Directors and the executive officers and to do such other business as members may desire. Special meetings of the members shall be called by the president from time to time as he or she may deem desirable and shall be called at the request in writing or by a vote of the majority of the Board of Directors, or at the request in writing by ten per cent of the members.

Section 3. Election of Directors and Officers

Members shall elect by plurality vote, by voice vote or by written ballot, by proxy or in person, the members of the Board of Directors to serve for three years and until their successors are elected or chosen and qualified. The Board of Directors shall adopt such rules and regulations as may be necessary to provide for a Nominating Committee, a majority of which shall not be members of the present board, to prepare a slate of nominees for Board of Directors and executive officers, that may be distributed to the members before the annual meeting. Provision shall be made for nominations from the floor at the annual meeting. One third of the Board of Directors will be elected each year. The officers will be elected each year.

Section 4. Annual Meeting Quorum

Eighteen members shall be requisite for a quorum at the Annual Meeting for the election of directors or the transaction of other business.

ARTICLE Ill. BOARD OF DIRECTORS

Section 1. Powers

The Board of Directors shall have the management of the business of the corporation, and in addition to the powers and authorities by these bylaws expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the corporation, but subject, nevertheless, to the provisions of the statute, of the charter, and of these bylaws, and to any regulations from time to time made by the members.

Section 2. Composition

The board shall consist of not more than 36 nor less than 15 persons who are members of the corporation. Any vacancy due to death, resignation or otherwise shall be filled by election of a replacement by majority vote of the remaining members of the board for the unexpired term. Voting can be by proxy, written ballot, or in person.

Section 3. Term of Office

Directors shall begin their terms as of June 1.

Section 4. Meetings

The regular meetings of the directors shall be held each month except July, August, and December in the State of Delaware by order of the directors on a day and at an hour to be fixed by the directors or as may be designated in the call for the meeting. Notice of regular meetings shall be mailed to each director at his last known post office address at least three days previously. Two-fifths but at least eight members of the whole Board of Directors shall be necessary at all meetings to constitute a quorum for the transaction of business. Special meetings of the board may be called by the president on three days' notice to each director, either personally or by telephone or FAX; special meetings may be called in like manner on the request in writing of two directors.

All meetings of the board at which business is transacted shall be open to any member.

No person shall remain a member of the Board of Directors if such person shall have been absent without notice from four consecutive regularly scheduled meetings of the board, provided, however, that the secretary shall address a letter to such person regarding his or her absence after such person is absent from two consecutive regularly scheduled meetings. The board shall be empowered to elect a replacement for such person if that person is absent without notice from four consecutive regularly scheduled board meetings.

ARTICLE IV. OFFICERS

Section 1. General

The officers of the corporation who shall be members of the corporation shall consist of a president, three vice-presidents, a secretary, and a treasurer. Any of the principal officers, not an elected member of the Board, shall be an ex-officio member during his or her term of office with full voting power.

Section 2. Term of office

Officers shall begin their terms as of June 1 and shall serve for one year or until others are elected and qualified in their stead.

Section 3. Duties of President

The president shall be the chief executive officer of the corporation; he or she shall preside at all meetings of the members and of the directors; he or she shall have general and active management of the business of the corporation; he or she shall see that all orders and resolutions of the board are carried into effect.

He or she shall have general supervision and direction of all the officers of the corporation and shall see that their duties are properly performed.

The president is an ex-officio member of all Resource Groups, of the Editorial Board, and of all committees except the Nominating Committee.

Section 4. Vice-presidents

The vice-presidents shall be vested with all the powers and shall, in numerical order, perform all the duties of the president in his or her absence; and they shall perform such other duties as may be prescribed by the board of directors or the president.

Section 5. Secretary

The secretary shall attend all sessions of the board and act as clerk thereof; record all votes and the minutes of all proceedings in a book to be kept for that purpose.

He or she shall see that proper notice is given of all meetings of the members of the corporation and of the Board of Directors, and that all members of the board of directors receive copies of the minutes of every directors' meeting, and shall perform such other duties as may be prescribed from time to time by the president.

Section 6. Treasurer

The treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

He or she shall sign all checks and disburse the funds of the corporation as may be ordered by the board or the president, taking proper vouchers for such disbursement, and shall render to the president and directors at the regular meetings of the board or wherever they may require it, an account of all his or her transactions as treasurer and of the financial conditions of the corporation. He or she shall perform such other duties as the president may from time to time prescribe or require.

ARTICLE V. ORGANIZATIONAL STRUCTURE

Section 1. General

The corporation's organizational structure will consist of the Board of Directors (Article Ill), the executive committee, resource groups, operating activities, and ~ hoc committees. Leadership positions shall be filled by members of the corporation.

Section 2. Executive Committee.

The executive committee is comprised of the corporation's principal elected officers and the past president. The committee is responsible for the normal day to day operations of the corporation. It is the focal point for issues and positions to be brought before the Board of Directors for action or approval. Emergency approval of a corporation position may be granted by the executive committee with subsequent presentation at the next board meeting and/or in the next issue of the group's newsletter. The committee shall oversee the financial activity throughout the year.

Section 3. Finance Committee

There shall be a three-member Finance Committee including the president and the treasurer. Its task is to prepare the annual budget of the corporation, to be approved by the Board of Directors.

Section 4. Resource Groups

Resource groups will be established to address "areas of concern" to the corporation. These "areas of concern" will be designated on a current organization chart and may be updated by the board. The resource group function shall be:

  1. Identify issues that are consistent with aims and purposes of the Civic League and related to a specific area of concern.
  2. Develop positions and courses of action for the Civic League organization to embark on.
  3. Establish a reservoir of knowledge and contacts at the local/county/state level sufficient to conduct group activities.
The resource group chairperson shall serve at the pleasure of the president.

Section 5. Operating Activities

The operating activities may include, but are not limited to, civic association assistance, council meeting coverage, hospitality, program development, newsletter, and publicity Oversight will be the responsibility of the operating activity chairperson(s) appointed by the president.

Section 6. Ad Hoc Committees

Ad Hoc Committees may be established by the board or the president to carry out special activities requiring short term focus to complete the designated task. Ad Hoc committee chairpersons will be appointed by the president. They will select the necessary resources and define the task. Topics may include, but not be limited to, forums, Good Government Award, and the recognition dinner. The nominating committee established in Article II is also an Ad Hoc committee.

Section 7. Newsletter

The Civic League newsletter is to be the responsibility of an editor appointed by the president. The editor shall be advised by an Editorial Board appointed by the president.

Section 8. Participation

Leadership for the above organizational units will be selected from members of the corporation. Persons serving on the units need not be directors or members of the corporation.

Section 9. Operating Guidelines

Executive committee liaison assignments may be used to facilitate timely, pertinent flow of information within the corporation. Specific operating guidelines will be used to assist the leadership and assure that the maximum potential of the organization is achieved.

ARTICLE VI. FINANCES

Section 1. The fiscal year of the corporation shall begin the first day of January and terminate on the thirty-first day of December each year.

Section 2. An audit of the financial books shall be performed annually by a qualified person or persons appointed by the president.

Section 3. A budget shall be prepared annually by the Finance Committee for adoption by the Board of Directors.

ARTICLE VII. EMERGENCY POWERS

A majority of the executive committee specified in these bylaws may exercise all powers of the Board of Directors between the meetings of said board.

ARTICLE VIII. SEAL

The corporate seal of the company shall have inscribed thereon the name of the company, the year of its creation, and the words "Corporate Seal, Delaware."

ARTICLE IX. CONDUCT OF MEETINGS

All meetings of members, Board of Directors, and committees shall be governed by Robert's Rules of Order, as revised, where they are not inconsistent with the charter or bylaws of this corporation.

ARTICLE X. ALTERATION OF BYLAWS

By the vote of a majority of a quorum present at any meeting, the members may alter, repeal or amend the bylaws. Such proposed change in the bylaws shall first be presented to the members in writing before the meeting.


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