Article I Name:

The name of this organization is Village Residents' Association.

Article II. Mission:

To recognize concerns and needs of the residents and act accordingly.

Article III. Location:

The location of the offices of the Association shall be the residence of the President.

Article IV. Membership:

Membership shall be open to anyone over 18 who lives or owns residential property in the village, as defined on the attached map.

Article V. Dues:

Dues shall be $5.00 per person, per year.

Article VI Meetings:

A  Meetings shall be held six times a year at a place and time to be determined in advance by the Executive Board

B.  The Board may call special meetings at any time.

C. The affirmative vole of a majority of the members present shall be necessary to attain any action taken.

D.  The Annual Meeting of the Association shall be held in October. The business of the meeting shall consist of the annual reports of the out-going officers, elections of new officers, revision of the By-Laws, and such other business as the Executive Board deems appropriate.

Article VII. Executive Board, Officers, Committee Chairpersons:

The Executive Board shall govern the affairs of the Association.

A. The Executive Board shall consist of the President, Vice-President, Secretary, Treasurer and chairpersons of standing committees. The President shall serve as the Chairperson of the Executive Board. The previous President shall serve as a non-voting consultant to the Executive Board for one year.

1. Meetings of the Executive Board shall be held each month at a time and place designated by the President.

2. A majority of the Executive Board shall constitute a quorum for the transaction of the business at any Board meeting. A vote of the majority of the members present shall be necessary for the adoption of any matter voted upon

3  In event of a vacancy on the Executive Board, other than the President, arising for any reason, such vacancy shall be filled by appointment by the President and majority vote of the Executive Board.

B. Officers of the Association shall consist of President, Vice-President, Secretary and Treasurer. The officers shall be elected for a one-year term. A majority vote of the members present at the Annual Meeting is required for election.

Duties of the officers are as follows:

1. The president shall preside over all Executive Board meetings of the Association and at all regular and special meetings of the Association. The president shall appoint standing and ad hoc committee chairpersons as needed to carry out the business of the Association. The President shall have the authority to dismiss any committee chairperson who does not fulfill the duties of the office. The President shall appoint the nominating committee.

2. The President shall serve as ex-officio member of all committees of the Association except the nominating committee.

3. The Vice-President shall assume the duties of the President in the President's absence. In the event the President is unable to serve a full term, the Vice-President will assume the duties and responsibilities of the President. The Vice-President shall serve as the chairperson of any Special Projects Committee.

4. The Secretary shall keep the minutes of the Executive Board meetings, general meetings and the Annual Meeting, and be responsible for the correspondence of the Association.

5. The Treasurer shall be responsible for receipt and disbursement of all monies for the Association. He/she shall collect donations and maintain financial records to be audited by the Vice-president.

Article VIII Elections

The President shall appoint a Nominating Committee. The committee shall consist of three members. The Nominating Committee shall prepare a slate of Officers consisting of a President, Vice-president, Secretary and Treasurer. Members at the Annual Meeting may make further nominations from the floor. The Officers shall be elected by a majority vote of the members present at the Annual Meeting. The Officers will assume office on January 1, following the Annual Meeting when elected.

Article IX. General Limitation of Liability:

An Officer shall, based on facts then known to the Officer, discharge the duties of an Officer, including the Officer's duties as a member of a committee, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Officer reasonably believes to be in the best interests of the Association. An Officer is not liable to the Association for any action taken as an Officer, or any failure to take any actions, unless: (a) the Officers has breached or failed to perform the duties of the Officer's office in accordance with the standard of care set forth above, and (b) the breach or failure to perform constitutes willful misconduct or recklessness.

Article X. Benefit and Dissolution:

Upon dissolution of the Association, any remaining assets thereof shall be distributed, in such proportions as the Executive Board members shall determine, to any charitable organization.

Article XI Changes to By-Laws:

These By-Laws may be altered, amended, or repealed at any Annual Meeting of the Village Residents' Association by an affirmative vote of two-thirds (2/3) of the membership in attendance, provided the proposed revisions have been submitted in writing to all members 30 days prior to the Annual Meeting

Prepared by the By-Laws Committee

Sally Plummer, Chairperson
Julie Clement-Voigt     
Jean Apple
Tom Corya
Lance Lantz
Kay Newman
Revised Oct 2000