April 3, 2008 Issue                                       

©2007 The Chestnut Hill Local

Bylaw amendments go to membership vote

At the Thursday, March 27, meeting of the Chestnut Hill Community Association’s Board of Directors, five amendments to the association’s bylaws were approved and will go before the membership for vote. A simple majority is required to ratify a bylaw. A ballot will be available in the Local in the next two editions. The deadline for voting will be the association’s annual meeting on April 23.

The following are the proposed revisions.

Article IV/B1/e (vacancies for Directors At-Large)

The current bylaws are set up so that any time a director vacates his or her seat, the runner-up in the most recent election takes the director’s place for the remainder of his or her term. The following change would allow a replacement director to serve only the remainder of the single term year and put the rest of the term up for election in April, whether it is one or two years of the standard three-year term.

The new section would read:

“The seat is filled by the next runner-up in the most recent election for the remainder of that year. If the vacancy occurs in the first year, there will be an election for a two-year position in April; if the vacancy occurs in the second year, there will be an election for a one-year position in April.”

 Article III/E/7 (voting)

“Only Members in good standing during the preceding calendar year, or during the calendar year of any Meeting of Members, may vote at any Meeting of Members. Each Member may cast one vote on any matter submitted to a vote of Members. Members may vote in person or by mailed ballot. The Judges of Election, in consultation with the Community Manager, have sole authority to determine the validity of a ballot. Unless the Bylaws, composite Certificate of Incorporation, or Applicable Law provide otherwise, the acts approved by the affirmative vote of a majority of the Members at a Meeting at which a quorum is present are the acts of the Members.”

The passage in bold would be amended to read: “Members vote by ballot, either mailed or delivered at the meeting.”

Article III/C (annual assessment)

This revision would delete the first sentence (in bold) of the following paragraph and allow the association to determine its annual assessment at any time.

The Board of Directors determines the annual assessment at its November meeting. The Board keeps the Annual Assessment as low as possible to encourage broad participation in the Association. Payment of the Annual Assessment entitles each person, organization, or commercial activity to membership for one year from the date of payment.”

Article IV/B/3 (Interlocking Directors)

This revision changes the original phrase “person or persons” to “a member of the CHCA.” The change makes membership in the association necessary and removes what bylaws committee members believed was an impression that interlocking directors must also be association board members.

The revised bylaw would read:

“The class of Interlocking Directors consists of Directors who serve by virtue of designation in the Bylaws of an interlocking relationship between an organization or institution and the Association. In such cases, the organization or institution designated as having an interlocking relationship appoints a person to serve as a Director of the Association’s Board of Directors and the Board appoints a member of the CHCA to serve on the other organization’s or institution’s Board.”

 Article VII (Employees), Section A (Number, Duties and Compensation)

The following proposal was made by board member Anne Spaeth. The revision would delete language requiring the board to hire a Community Manager.  The revision, Spaeth said, would not necessarily eliminate the community manager, but allow the board flexibility in staffing its office.

The current bylaw reads:

1. Employees Generally

The Board of Directors determines the number, duties, powers and compensation of the Association’s employees.

2. Community Manager

The Association employs a Community Manager.

The above in bold would be deleted so that the bylaw would read only: “The Board of Directors determines the number, duties, powers and compensation of the Association’s employees.”