Article I: Name
Sec. 1 The name of this organization shall be the Greater Hockessin Area Development Association (“GHADA”)
Article II: Objectives
Sec. 1 The purpose of the Greater Hockessin Area Development Association shall be to identify problems or areas of concern to the residents and businesses of the Greater Hockessin area; to analyze the problems; to serve as an instrument through which the united voice of the Greater Hockessin area may be expressed; to promote civic improvements; and to take whatever action is necessary to attain our goals.
Article III: Membership
Sec. 1 All persons, civic associations or businesses within the Greater Hockessin area, and who attend the general meetings or otherwise indicate an interest in being a member, shall be deemed members.
Sec. 2 At least one meeting per year shall be held for general membership.
Article IV: Board of Directors
Sec. 1 The general management of this Association shall be vested in a Board of no less than 30, and no more than 42, chosen from the general membership. The Board shall represent a geographic cross-section and a civic association cross-section of the greater Hockessin area, including members of the business community. It shall be known as the Board of Directors.
Sec. 2 The Directors shall be elected at the annual meeting by the members present. A simple majority is needed for election. At no time shall more than 20% of the Board consist of persons who do not live or work within or along the boundaries of this Association as those boundaries are delineated on the Association’s official map maintained by the Secretary.
Sec. 3 Directors elected at the annual meeting shall serve for three years, one-third of the members of the Board being elected each year. The term of office of newly elected directors shall be from June 1 through May 31 of the third year following or until their successors are elected and take office.
Sec. 4 A vacancy on the Board caused by a resignation may be filled by appointment of the President. The person appointed will serve until the next annual meeting, at which time a Director will be elected to fill the unexpired term.
Sec. 5 The Board of Directors shall meet at least eight times a year to conduct the business of the Association. Thirty percent of the Board shall constitute a quorum. A majority vote of those directors present shall be necessary to approve any resolution or take other action. If five or more members dissent, then at their request, a notation will be made of the number of dissenting votes and the reasons therefore.
Sec. 6 A Director who cannot attend a scheduled meeting should notify an officer of that fact prior to the meeting. If possible, an absent Director shall send an alternate, preferably someone from the same development or area. Oral notice of the alternate’s name shall be given to an officer prior to the scheduled meeting in which the alternate will have the right to vote at the meeting.
Sec. 7 Nominations for Directors. At least two months prior to the annual meeting a nominating committee of at least three members shall be elected by the Board of Directors. The President shall not be a member of this committee.
Sec. 8 Directors that fail to attend 4 or more regularly scheduled meetings over the last 12 months, and neglect to notify an officer of their absence or to send an alternate, can be removed from the position of Director at any time by a majority vote of the Board of Directors. Resulting vacancies will be filled under provisions stipulated in Article IV Section 4.
Article V: Officers
Sec. 1 The officers of this Association shall be President, 1st Vice President, 2nd Vice President, Secretary, and Treasurer.
Sec. 2 The officers shall be elected from the newly elected Board, by a majority of the whole Board of Directors. The term of office of newly elected officers shall be from June 1 through May 31 of the next calendar year, or until their successors are elected and take office.
Sec. 3 The body of officers shall be called the Executive Committee and will be responsible for short and long range planning, programs and positions statements, all of which will be presented to the Board of Directors for approval. The immediate past president will be an ex officio member of the Executive Committee.
Article VI: General Membership Meetings
Sec. 1 The annual meeting of the Association shall be held at the call of the Board of Directors during the month of March, April, or May.
Sec. 2 Special meetings may be called by the President, a majority of the Board, or any 20 members by petition to the President.
Sec. 3 Public notice of general membership meetings shall be distributed at least one week in advance.
Sec. 4 Business of General Membership Meetings to act upon reports of the officers and committees; determine policy and scope of work of the Association; transact any other business; to elect the Board of Directors at the annual meeting.
Article VII: Finances
Sec. 1 Nominal contributions shall be solicited from the general membership.
Sec. 2 Any campaigns for contributions shall be under the direction of the Treasurer, and shall be made in the name of the Association.
Article VIII: Committees
Sec. 1 The President shall appoint committees from the general membership as deemed necessary for the efficient operation of the Association.
Article IX: Duties of Officers
Sec. 1 President – The President shall be the chief executive officer of the Association. The President shall call and preside at meetings. The President shall see that all orders and resolutions are carried into effect. The President shall call such special meetings that are required or requested. The President has the authority to act on behalf of the Board of Directors and the officers between monthly and General Membership meetings. All significant actions taken between monthly and General Membership meetings shall be reported at the next scheduled meeting.
1st Vice President – The 1st Vice President shall perform the duties of the President in the absence or disability of the President.
2nd Vice President – The 2nd Vice President shall perform the duties of the President in the absence or disability of the President or 1st Vice President.
Secretary – The Secretary shall keep a roll of the membership and an accurate record and minutes of all proceedings of the Association, and shall attest all properly authorized contracts and agreements executed by the President. If unable to attend a meeting for any reason, the Secretary shall see that all books, papers and materials are delivered to the meeting place in ample time for the meeting. The secretary shall conduct the general correspondence of the Association. The Secretary shall upon leaving office transfer all books, papers, etc. which are in his keeping to his successor.
Treasurer – The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association and shall deposit all money in the name of and to the credit of the Association in such bank or banks as may be designated by the Association. All checks drawn on the treasury shall be signed by any two persons among the President, Secretary and Treasurer.
Article X: Order of Business
Sec. 1 At the appointed time of meeting, and at the discretion of the President, the business shall be conducted in the following order:
Allegiance to the Flag.
Approval of Minutes of previous meeting.
Treasurer’s report.
Payment of bills.
Communications.
Reports of standing committees.
Reports of other or special committees.
Unfinished business.
a. New business.
b. Election of Directors and/or officers.
Adjournment.
Article XI: Amendments
Sec. 1 The By-laws of GHADA may be amended or revised by a two-thirds majority vote of the whole Board, provided that the Secretary shall give the Directors at least 15 days written notice of the proposed action prior to the meeting at which action is scheduled.
Sec. 2 Robert’s Rules of Order, Revised, shall govern the meetings of the Association in all cases not covered by these By-laws. The President may, however, waive or suspend these rules at his or her discretion.