Bylaws

JACKSONVILLE COMMUNITY ASSOCIATION, INC.

Revised 11/21/2024

ARTICLE I – Name and Purposes of Association

 Section 1. This Association shall be known as the JACKSONVILLE COMMUNITY ASSOCIATION, INC. (JCA).  JCA is a registered 501c3  non-profit organization.

 Section 2. The purposes of this Association shall be:

a.     To exercise, promote, and protect the privileges and interests of the residents of the area comprising the “Jacksonville Community,” and

b.     To foster a healthy interest in the civic affairs of the community, and

c.     To promote and maintain the Jacksonville Community Park, and

d.     To sponsor or promote other community projects and activities that unite the community.

 ARTICLE II – Membership of the Association

 Section 1. The membership of the Association shall consist of those persons over the age of eighteen (18) who reside within the area comprising the Jacksonville “community” as defined in the Certificate of Incorporation, as well as any others who have subscribed to the JCA listserve or attended general meetings of the Association.  The Association shall welcome and include all members of the Jacksonville community.

 ARTICLE III  Meetings of the Association

 Section 1. There shall be at least one annual meeting of the Association every year, on a date designated by the Board of Directors, for the election of members of the Board of Directors, for receiving the annual reports of officers and committees, and for the transaction of other business. Notice of such meetings shall be posted to the JCA website and posted on the Post Office bulletin board and/or any other place designated by the Board at least seven days before the date of the meeting.

 Section 2. Special meetings of the Association may be called by the Board of Directors at their discretion or by the written request of at least four members of the Association.

 Section 3. Every member present at an Association meeting where a vote is called shall be entitled to one vote. Except as otherwise provided, all actions shall be decided by a majority vote of the members present in person.

Section 4. A quorum shall be present at meetings of the Association whenever the number of general members present exceeds the number of board members present by at least one person, provided the membership has been duly notified of the meeting.

ARTICLE IV – Governance

 Section 1. The general management of the affairs of the Association shall be vested in the Board of Directors, who shall be elected by the membership.

 Section 2. Organization of the Board of Directors

1. A minimum of three and a maximum of seven directors shall be elected by the members of the Association at its Annual Meeting.

 Section 3. Term of Office

1. The term of office for a Board member shall be three (3) years. Board members may serve a maximum of nine (9) consecutive years, and then must take one (1) year off of the Board. They may be elected again after the year off has passed.
   1. Four (4) directors shall be elected to serve three (3)-year terms
   2. Two (2) directors shall be elected to serve one (1)-year terms
   3. One (1) director shall be elected to serve a two (2)-year term
2. Association members may nominate themselves or another member to be elected to a vacant Board seat. A member nominated for the Board must be seconded by another member.
3. Association members present at the Annual Meeting shall be entitled to one (1) vote for each vacant board seat.
4. The candidates receiving a majority of the votes cast shall be declared elected.
5. Terms for members elected in October begin at the subsequent meeting of the Board.

 Section 4.  Vacancy

1. If a Board member chooses to resign, they must submit their resignation in writing to the Secretary and President.
2. A member of the Association may fill a vacancy on a provisional basis by majority vote of the remaining board members. The provisional Board member may serve until the Annual Meeting, at which time s/he shall stand for election by the full Association.

ARTICLE V – Duties and Powers of Board of Directors

 Section 1. The Board of Directors shall have control of the property, resources, and affairs of the Association and shall fix its policies. The Board shall have power to hold meetings; appoint committees; employ necessary staff and employees; authorize proper expenditures, approve contracts and take all necessary and proper steps to carry out the purpose of this Association and promote its best interests.

 Section 2. Good Standing  

1. The Board shall set a schedule of meetings for the upcoming year. Board members shall attend a minimum of 80% of the meetings to remain in good standing.   
2. Absences or scheduling conflicts must be communicated to the President or Vice President two (2) or more business days in advance of the meeting date.

 Section 3. Removal of a Board Member  

1. Three (3) or more unexcused absences, or three (3) consecutive absences may result in removal from the director appointment. 
2. The President or Vice President shall speak to a member who is not actively participating to determine their willingness and ability to fulfill their duties. If an inactive member does not choose to resign, to remove a director, the board must notify the director in question of the intent to remove at least one (1)  week in advance of the next scheduled board meeting. 
3. If a majority of the board votes in favor of removal, the director in question’s service will be terminated effective immediately.

 Section 4. Conflict of interest   

1. Board members and officers have a duty to notify the entire board of any potential conflict of interest related to any matter which may come before the board, and should recuse themselves from involvement in discussion of or decisions on any matters in which they, or relatives as defined by New York State law, have or could be perceived to have a conflict of interest.

 Section 5. Related party transactions

1. Related party transactions that involve board members or their relatives, shall require two-thirds vote of the entire board for approval. 
2. Prior to any vote, the board must document that relevant conflicts of interest have been disclosed and an effort was made to identify a manner to accomplish the objective of the transaction in a way that did not involve related parties.

 ARTICLE VI Officers

 Section 1. Duties of Officers

1. The president shall preside at all meetings of the members of the Association and of the Board of Directors and, with the Board’s consent, shall appoint such committees or staff as the Board shall consider expedient or necessary. The President shall be authorized to sign documents and grants on behalf of the board based on board approval.
2. In the absence of the President, the Vice-President shall perform the duties of the President, and in the absence of both President and Vice-President, the Secretary shall preside and assume the duties of the President at meetings of the Board and the general membership.
3. The Secretary shall keep the minutes of all meetings of the Association and of the Board of Directors; shall, if requested, read such minutes at the close of each meeting for approval, and shall make approved minutes available on the JCA website and maintain the official records of the Association. In addition, all notices for meetings of the Association or the Board of Directors as well as minutes or reports of committees shall be made available on the website. The Secretary shall be responsible for checking the JCA PO mail box, unless another officer agrees to assume this responsibility.
4. The Treasurer shall be responsible for the financial affairs of the Association. The Treasurer, with input from the Board of Directors will develop a proposed annual budget that projects revenue and expenses for the JCA. The Board shall adopt an annual budget for the fiscal year starting January 1 based on the Treasurer’s recommendations. The Treasurer shall account for the monies of the Association, deposit same in the name of the Association in a bank designated by the Board of Directors, and shall disburse said funds as ordered or authorized by the Board of Directors. The Treasurer shall keep regular accounts of receipts and disbursements, submit said record when requested and give an itemized statement of same at regular meetings of the Association.  The Treasurer or their designee shall be responsible for preparing any tax or financial reports required by New York State or funding agencies.

  Section 2. Election of Officers

1. The board may elect, or appoint a president, one or more vice presidents, a secretary and a treasurer and other such officers as it may determine are appropriate or are provided for in the bylaws. Any two or more offices may be held by the same person, except the office of president and secretary.
2.  The Board of Directors shall annually elect the officers of the organization at the first Board meeting after being elected.
3. Board members may volunteer or be nominated to serve for each officer position: President, Vice President, Secretary, Treasurer and any other such offices as the Board determines.
4. The Board member receiving a majority of votes for each office shall be elected.
5. Officers may be re-elected annually for a maximum of nine (9) years.

 Section 3. Quorum

1. A majority of Board members physically present at a meeting or attending via video conference shall constitute a quorum for purposes of enacting board business. 

 Section 4.    Decisions by the Board of Directors shall be approved by majority vote, providing a quorum is present, except those decisions that either the bylaws or New York state law specify requirements greater than a majority.

 Section 5. Actions needed between meetings may be decided by email or text message; however, actions taken by email or text must be unanimous via written approval of every member of the board.

ARTICLE VII – Amendments

 Section 1. These Bylaws may be amended by a two-thirds vote of the members present at a regular or special meeting of the Association, provided notice of the of proposed amendment has been stated in the call for the meeting and the text of the amendment has been distributed on the JCA website a week prior to the meeting.

 Section 2.  Dissolution of the Association. 

1. The Board of Directors is empowered to initiate dissolution of the Association, which must be ratified by a two-thirds vote of those members present at a regular or special meeting of the membership. 
2. Dissolution shall follow laws and rules of New York State

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(Previously, never voted on bylaws, revised 1/22/2018)

ARTICLE I – Name and Purposes of Association

Section 1. This Association shall be known as the JACKSONVILLE COMMUNITY
ASSOCIATION, INC.

Section 2. The purposes of this association shall be: To exercise, promote and protect
the privileges and interests of the residents of the area comprising the “Jacksonville
Community”, to foster a healthy interest in the civic affairs of the community, and to promote and
maintain community projects.

ARTICLE II – Membership

Section 1. The membership of the association shall consist of those persons who reside
within the area comprising the Jacksonville “community” as defined in the Certificate of
Incorporation, as well as any others who have subscribed to the the JCA listserve or attended
general meetings of the association.

Section 2. Decisions by the Board of Directors shall be approved by majority vote,
providing a quorum is present, except those decisions that either the bylaws or New York state
law specify requirements greater than a majority.

ARTICLE III – Government

Section 1. The general management of the affairs of the association shall be vested in
the Board of Directors, who shall be elected by the membership.

Section 2. The board may elect, or appoint a chair or president, or both, one or more
vice presidents, a secretary and a treasurer and other such officers as it may determine are
appropriate or are provided for in the bylaws. Any two or more offices may be held by the same
person, except the office of president and secretary.

ARTICLE IV – Election of the Board of Directors and Officers

Section 1. The Board of Directors shall be elected at the annual meeting of the
association; each voting member present shall be entitled to one vote for each director to be
elected and the candidates receiving a majority of the votes cast shall be declared elected.

Section 2. A minimum of three and a maximum of seven directors shall be elected. 2
Staggered terms from one to three years are authorized. At each annual meeting thereafter
sufficient directors shall be elected to replace those whose terms expire or for some reason
cannot continue to serve. Those directors who have served two consecutive three year terms
must take a year off the Board but can be elected again after that year has passed.

Section 3. The Board of Directors shall elect the officers of the organization at their first
Board meeting after being elected. A majority of board members physically present at a meeting
shall constitute a quorum for purposes of enacting board business. Meetings of the board may
also be conducted electronically and decisions taken by electronic means, but any such
decisions must be unanimous via written approval of every member of the board.

ARTICLE V – Duties of Officers

Section 1. The president or chair shall preside at all meetings of the members of the
association and of the Board of Directors and with the Board shall appoint such committees as
the Board shall consider expedient or necessary.

Section 2. In the absence of the President or Chair, the Vice-President shall perform the
duties of the President, and in the absence of both President and Vice-President, the Secretary
shall preside and assume the duties of the President at meetings of the Board and the general
membership.

Section 3. The Secretary shall keep the minutes of all meetings of the association and of
the Board of Directors; shall, if requested, read such minutes at the close of each meeting for
approval, and shall make approved minutes available on the JCA website. In addition, all
notices for meetings of the association or the Board of Directors as well as minutes or reports of
committees shall be made available on the website.

Section 4. The Treasurer shall with be responsible for the financial affairs of the
Association. The Treasurer, with input from the Board of Directors will develop an annual budget
that projects revenue and expenses for the JCA and will make periodic budget reports to the
Board. The Treasurer shall have charge of all receipts and monies of the association, deposit
same in the name of the association in a bank designated by the Board of Directors, and shall
disburse said funds as ordered or authorized by the Board of Directors. The Treasurer shall
keep regular accounts of receipts and disbursements, submit said record when requested and
give an itemized statement of same at regular meetings of the association. The Treasurer shall
sign checks and withdrawal slips in behalf of the association upon any and all of its bank
accounts, and the same shall be honored on his/her signature alone, or countersigned by the
President if required by the bank.

Section 5. No authorized signatory shall make out checks to themselves. Cash
withdrawals shall require the approval of at least two members of the board.

ARTICLE VI – Duties and Powers of Board of Directors

Section 1. The Board of Directors shall have control of the property and affairs of the
association and shall fix its policies. The Board shall have power to hold meetings; appoint
committees; employ necessary staff and employees; authorize proper expenditures, approve
contracts and take all necessary and proper steps to carry out the purpose of this association
and promote its best interests.

Section 2. Board members and officers have a duty to not to the entire board a potential
conflict of interest related to any matter which may come before the board, and should recuse
themselves from involvement in discussion of or decisions on any matters in which they, or
relatives as defined by New York State law, have or could be perceived to have a conflict of
interest.

Section 3. Related party transactions, i.e. transactions that involve board members or
their relatives, shall require two-thirds vote of the entire board for approval. Prior to any vote, the
board must document that relevant conflicts of interest have been disclosed and an effort was
made to identify a manner to accomplish the objective of the transaction in a way that did not
involve related parties.

ARTICLE VII – Meetings

Section 1. There shall be at least one annual meeting of the association every year, on
a date designated by the Board of Directors, for the election of members of the Board of
Directors, for receiving the annual reports of officers and committees, and for the transaction of
other business. Notice of such meetings shall be posted to the JCA website and posted on the
Post Office bulletin board and/or any other place designated by the Board at least 10 days
before the date of the meeting.

Section 2. Special meetings of the association may be called by the Board of Directors
at their discretion or by the written request of at least four members of the Association.

Section 3. Every member present at a meeting where a vote is called shall be entitled to
one vote. Except as otherwise provided, all action shall be decided by a majority vote of the
members present in person.

Section 4. A quorum shall be present at meetings of the association whenever the
number of general members present exceeds the number of board members present by at least
one person, provided the membership has been duly notified of the meeting.

ARTICLE VIII – Amendments

Section 1. These Bylaws may be amended by a two-thirds vote of the members present
at a regular or special meeting of the association, provided notice of the purport 4
of proposed amendment has been stated in the call for the meeting and the text of the
amendment has been distributed on the JCA website a week prior to the meeting.

Section 2. Dissolution of the Association. The Board of Directors is empowered to
initiate dissolution the association, which must be ratified by a two-thirds vote of those members
present at a regular or special meeting of the membership.