BYLAWS OF THE FINES CREEK COMMUNITY ASSOCIATION
Article I. Purposes of the Association
The purposes of the Fines Creek Community Association (Hereinafter the Association) are:
-
- Preservation of and education regarding the Area’s heritage and history;
-
- Community development and preservation;
-
- Assistance for Community Members needing resources available within the Community;
-
- Providing facilities, supplies and services, to support the Community and professional personnel, when emergencies occur in and around the Community that require many people to help in various ways to respond to a dangerous or damaging event.
Article II. Membership
(1) Definition of Member. A Member is any person, 18 years of age or older, who is a resident of the Area comprised of the Fines Creek School district as it existed in 1996, more specifically the four Haywood County communities of Fines Creek, Panther Creek, White Oak, and Mount Sterling. There are three classes of membership: Community Member, Voting Member, and Special Member.
(a) Community Member. This class of membership is open to any person who is at least 18 years of age, who has resided in the above defined area for 12 continuous months.
(b) Voting Member. This class of membership is open to any Community Member who has attended at least one member meeting within the past year and has performed at least one volunteer service to one of the Association’s functions during the past year and has shown an active interest in promoting the purposes of the Association. Voting Members in good standing may exercise and enjoy all the privileges of membership, including holding office as Directors and Officers and voting upon matters that come before the membership. A voting member is in good standing if the member is (i) not under a disciplinary suspension as provided for in these Bylaws, (iii) attended at least one member meeting during the calendar year, and (iv) volunteered at least one Association function during the calendar year. A member who has lost his voting right due to non-attendance or non-participation may regain the status of a voting member by satisfactory attendance and participation, and application to the Board.
(c) Special Member. Anyone who has been a full-time resident of the Area for more than five years, but who is not able to perform volunteer services because of advanced age or disability may apply for Special Membership. Special Members will have voting privileges to the same extent as Voting Members, without the requirement of volunteer services, but will not be eligible to serve on the Board.
*Note For purposes of adoption of these Bylaws, any resident of the Area who signs the attendance roster at one or more of the member meetings for June, July, August or September, 2025, will be considered a voting member and will be allowed to cast a ballot regarding adoption of these Bylaws.
Community Membership. Every person who has been a full-time resident of the Association’s Area for the previous 12 months will be considered a member of the Association.
Voting Membership. Each Community Member who wishes to become a Voting Member will complete a registration form, approved by the Board, and submit it to the Membership Chair. The form will contain the dates of meeting attendance and volunteer service for the prior calendar year, and a provision that the registrant agrees to abide by the Association Bylaws and Rules of Conduct approved by the Voting Members. Applicants will deliver the completed registration form to the Membership Chair. The Membership Chair will present the registrations for membership to the Board for review as soon as they are complete. The Board will review each registration for compliance with the requirements and, at the next regular Member Meeting, will announce to the membership the new Voting Members admitted since the last Member Meeting.
Special Voting Membership. Each Community Member who wishes to become a Special Voting Member will complete a registration form approved by the Board, and submit it to the Membership Chair. The form will contain the dates of Meeting attendance and an explanation of the inability to perform volunteer services. Upon approval of the application by the Board, the resident will be admitted as a Special Voting Member, who will have voting privileges to the same extent as Voting Members.
(3) Termination of Membership.
Membership may be terminated as follows:
(a) By resignation. A member may resign from the Association upon written notice to the Secretary.
(b) By lapse. A member will be considered as lapsed and automatically terminated if the member is no longer a resident of the Area or has not attended the required Member Meeting or provided the required volunteer service within the last calendar year.
(c) By expulsion. A membership of any class may be terminated by expulsion as provided for in these Bylaws.
Article III. Meetings and Voting
Section 1. Regular Meetings of the Members of the Association.
Regular Meetings of the Members of the Association will be held at the Community Center or other appropriate venue on the last Tuesday of each month, except July and August, at such hour as the Board may designate. The Board may, for good cause, set a different date for a Regular Member Meeting.
The Board, the President, or five Voting Members may call a special meeting of the Members. The Secretary will give notice of a Special Meeting as provided for in §3 of this article. A Special Meeting will be held at the Community Center or other appropriate venue, at a date, and hour as the person(s) calling the meeting may designate. There may be no less than ten days between the date that the Secretary gives notice of a Special Member Meeting and the date of that meeting.
The Secretary will give notice of the date, hour, and place of a Member Meeting to all Voting Members. The notice will be in the form of a posting on the Marquee at the Community Center, on the Association’s website; and on generally accepted social media.
In the case of a Special Member Meeting or of a Regular Member Meeting at which business requiring special notice is to be transacted, the Secretary will give written notice of the date, hour, place, and purpose(s) of the meeting at least ten days and not more than 15 days before the scheduled date of the meeting. The agenda at a Special Meeting may contain only those matters specified in the notice of the meeting.
The presence of ten percent of the Voting Members constitutes a quorum.
The Board will hold regular monthly meetings on the last Tuesday of each month, at such times and places as the Board may designate. The President may change the date, time or place of a Regular Board Meeting before publication of the notice of the meeting. The Board may resolve at any Regular Meeting to cancel the next regular meeting. The Secretary will give notice of Board Meetings to the Board and the Members at least five days before the date of the meeting. The presence of a majority of Board Members then in office constitutes a quorum.
Section 5. Special Board Meetings.
The President, or any other three members of the Board, may call a Special Meeting of the Board. A Special Meeting will be held at the Community Center at such date, and hour as the person calling the meeting may designate. The Secretary will give written notice of such meeting to the Board and the Members at least three days and not more than 10 days before the date of the meeting to the Board and the Members. The notice of a Special Board Meeting will state the purpose of the meeting and that no other business will be on the agenda. The presence of a majority of Board Members then in office constitutes a quorum.
(a) Each Voting Member who is present and is in good standing, as prescribed in Art. 1 §1(b), has one vote upon each matter, including election of Directors, submitted to a vote at any Member Meeting. Absentee and proxy voting are not permitted.
(b) Voting to elect Board Members, remove a Board Member from office, expel a Member, amend the Articles of Incorporation or Bylaws and decide any other matter that the Board considers warrants such a procedure will be by secret, written ballot. Voting on other matters brought before the membership will be by voice vote or show of hands. Candidates for board membership who are unopposed will be deemed elected by acclamation.
Article IV.
Directors, Officers and
Other Positions of Responsibility
Section 1. Board of Directors.
The Board will consist of the number of Directors set by the Articles of Incorporation as amended from time to time, or, if no number is set in the Articles, there will be seven Board Members. Directors serve in office for a term of three years as provided for Art. V. The Membership entrusts the general management of the affairs of the Association to the Board. Only one Board Member may serve from one household at a time. Board Members must be at least 21 years of age, have lived full-time in the Community Area for two years, and have shown a history of contributing to the betterment of the Community.
The officers are the President, Vice President, Secretary, and Treasurer. The officers serve in their respective capacities with respect to the general business of the Association, Member Meetings and Board Meetings.
(a) The President will preside at meetings of the Association and of the Board, and exercise the powers and duties usual to that office of as well as those contained in these Bylaws.
(b) The Vice President will exercise the powers and duties of the President in the event of the President’s death, absence, or incapacity.
(c) The Secretary will: (i) keep minutes of all meetings of the Members and the Board, and all other matters as the Board may order, and publish those minutes on the Association website; (ii) be in charge of incoming and outgoing correspondence; (iii) maintain the historical records of the club, notify Board Members and the Members of Meetings of the Board; (iv) notify Members of Member Meetings; (v) act as Membership Chair if that position would otherwise be vacant; and (iii) carry out such other duties as are prescribed in these Bylaws or as the Board may direct.
(d) The Treasurer will: (i) collect and receive all funds due or belonging to the Association; (ii) in a timely manner deposit such funds in a bank designated by the Board; (iii) in the name of the Association, disburse Association funds in payment of proper obligations of the Association; (iv) reconcile all Association financial accounts; (v) follow-up on all outstanding receivables and disbursements in a timely manner; (vi) report at every Board and Member Meeting on the cash position and outstanding debt of the Association; (vii) assist the Finance Committee in the preparation of quarterly financial statements including a balance sheet, income statement and a schedule of capital acquisitions and disposals; (viii) assist the finance committee in preparing a budget for presentation to the Board for approval at the November Board Meeting and the Members at the December Member Meeting; and (ix) cause to have prepared and filed the Association’s tax returns and all other related filings. The Treasurer’s books and accounts will be at all times open to inspection by the Board. The Board may require that the Treasurer be bonded in such amount as the Board may determine.
Section 3. Limitation on Incumbency.
No person may serve in any officer position for more than two consecutive terms. Directors may serve in other positions after the end of their term that is limited.
Section 3. Assistants to the Secretaries and the Treasurer.
The Board may appoint a Voting Member to serve as an Assistant Secretary or Assistant Treasurer. Such Assistant is not a member of the Board and does not have Board voting privileges. Such an appointee serves at the pleasure of the Board.
Section 4. Staggered Terms of Members of the Board of Directors.
The members of the Board of Directors serve staggered three-year terms. The three members of the Board will be elected in one year. The two members of the Board will be elected in the succeeding year. The remaining members of the Board will be elected in the next succeeding year In the first election occurring after the adoption of an amendment to the Bylaws establishing staggered terms, the three members of the Board will be elected to three year terms, two of the members of the Board will be elected to transitional two year terms, and the remaining members of the Board will be elected to a transitional one year term.
Section 5. Removal from Office.
Any group of Voting Members comprising at least ten percent of the Voting Members may request the removal from office of a Board Member by filing a written petition with the Secretary. The petition will identify the Board member or members who are the subject of the petition and the grounds alleged to justify such removal. The Secretary will notify the Members that a petition for removal has been filed, at least ten days before the meeting at which the petition will be considered. The Petitioning Members and the subject Board Member(s) will be heard in person and may present evidence, including the testimony of witnesses. The Petitioning Members will present their alleged grounds for removal first. The subject Board Member(s) will then present any case in defense. At the completion of the presentation of the petitioners’ case and Board Member(s) defense the Voting Members will consider the removal of each subject Board Member separately, taking into account such evidence as may have been introduced, and vote to retain in or remove that Board Member from office. The vote of a majority of the Voting Members present and voting at a meeting wherein there is a quorum is required to remove a Board Member from office.
The Board will fill any vacancy that may occur on the Board by a majority vote of the Members of the Board. The Board will take this action at the first Regular Board Meeting following the occurrence of such vacancy or at a Special Meeting of the Board called for that purpose. The Vice President will fill a vacancy occurring in the office of President and the Board will fill the resulting vacancy in the office of Vice President in the manner prescribed above for other vacancies on the Board. A member who becomes a member of the Board by filling a vacancy on the Board will serve until the next regular election of Board members, at which time the unexpired term will be filled by vote of the Members.
The Annual Meeting of the Members is the Association Member Meeting held in October of each year, at which certain of the Board Members are elected from among those nominated in accordance with §2 of this article. Those elected will take office immediately upon the conclusion of the election. Each departing Board Member will turn over to his successor in office all properties and records relating to that office within 30 days after the election.
Section 2. Nomination of Candidates.
(a) At the September Member Meeting, the President will open the meeting to nominations from the floor, at which time any Voting Member in attendance may nominate eligible candidates for the Board. A candidate must signify his willingness to be a candidate, either in person at the meeting or by a written statement presented to the Secretary at the Meeting.
Election voting will be conducted in accordance with Art. II §6. The candidate (or candidates, if more than one Board position is being filled) receiving the greatest number of votes is elected.
Section 3. Election of Officers.
At the next regular Board Meeting after a vacancy in an officer position occurs for whatever reason, the Board will elect from among its members a director to serve as that officer. The Secretary will immediately notify the Voting Members of the new officer.
The Board may appoint standing committees to assist it in the efficient management and administration of the Association. The Board has final authority over such committees and their work. The Board may appoint ad hoc committees to assist it on particular short-term projects. The Board may terminate any committee appointment upon written notice to the appointee.
Section 2. Membership Committee.
The Board will appoint a Membership Chair, who will assemble a committee of Voting Members. The committee will keep an accurate and current record of the names, addresses, telephone numbers, email addresses or other contact information of all voting members, and such other information on those members as the Board may direct; and (vi) provide current membership records to the Secretary and other Members of the Board as the Board may direct. At each Member Meeting, a member of this committee will determine the attendance of Members of the Association and confirm preferred current contact information for all Members.
Section 3. Election Committee.
In June of each year, the Board will appoint an Election Chair. The Election Chair will then assemble a committee of no fewer than five members, no more than one of whom may be a member of the Board. The Committee performs the functions specified in Art. III § 6 and Art. IV § 2. The Chair will (a) prepare Board nomination forms for approval by the Board; (b) distribute nomination forms to prospective Board Members or nominators; (c) perform the functions in voting provided in these Bylaws.
Section 4. Finance Committee.
The Board will appoint a Finance Committee. This Committee will (i) develop financial policies and procedures for approval of the Board; (ii) maintain a manual containing approved financial policies and procedures; (iii) annually and upon a change of Treasurer, perform a review of the Association’s financial records; (iv) with the Treasurer’s assistance, prepare quarterly financial statements including a balance sheet, income statement and a schedule of capital acquisitions and disposals; (v) with the assistance of the Treasurer, prepare a budget for presentation to the Board for approval at the November board meeting and the Members at the December Member Meeting. In the conduct of the review, the Committee will verify proper documentation and recording of cash receipts and disbursements, compliance with financial policies and procedures and proper reconciliation of financial accounts. The Board may engage an independent financial professional to assist the Finance Committee in the review.
Article VI. Ethics
Section 1. Compensation of Board Members. No Board Member will be compensated for services as a Member of the Board. The Board, however, may vote to compensate a Director for expenditures actually, reasonably, and necessarily incurred in the performance of the Director’s duties for the Association.
Section 2. Gifts. No Board Member may accept gifts relating to the performance of his or her office and duties. Any gift made, will be made to the Association for the benefit of the Community.
Section 3. Conflicts of Interest. Board Members must avoid circumstances that pose or appear to pose a conflict of interest. They must disclose to the Board any financial interest that may create a conflict of interest. At any time that a matter is before the Board for consideration, where a Board Member’s personal financial interest is involved, the Board member must disclose the interest and recuse him or herself from discussion. A vote on the matter must be taken without consideration of any vote by that Board Member. No financial earnings or any other benefit to or of the Association may be received by any Board Member personally.
Section 4. Large Expenditures. Any expenditure by the Association over the amount of $2,500 that is not authorized by the Board in advance must have the signature of the Treasurer and the President to be a valid expense of the Association.
Section 1. Conduct of a Member Prejudicial to the Best Interests of the Association.
A . Submission of Complaint. Any member may lodge a formal complaint against another member for alleged misconduct prejudicial to the best interests of the Association. The complaining member (complainant) will file the written complaint in duplicate, including specifics of the misconduct alleged with the Secretary. The Secretary will send a copy of the complaint to the member against whom the complaint was made (respondent) and to each Board Member or present it at a meeting of the Board. If a Board Member is the respondent, that Director will not participate in any deliberation or action concerning the complaint.
B. Evaluation of the Complaint. The Board will first consider whether the conduct alleged in the complaint, if true, constitutes conduct prejudicial to the best interests of the Association. If the Board determines that the complaint does not allege conduct that is prejudicial to the best interests of the Association, it will take no further action and the matter is closed. The Secretary will notify the complainant and the respondent of the Board’s action. If the Board determines that the alleged conduct, if true, is prejudicial, it will set a date, time and venue for a hearing not less than three nor more than six weeks after such determination. The Secretary will notify the complainant and the respondent of the hearing. The notice will advise the Member of his right to appear and to present witnesses in his defense. Either the complainant or the respondent may submit specific objections to the participation of any Board Member in the disciplinary process. The person raising the objection must communicate it to the Secretary within seven days of receipt of the notification. If the Board upholds the objection and the vote of the Board Member against whom the objection was raised directly affected the decision of the Board to entertain the complaint, the remaining Board Members must first reconsider the decision to entertain the complaint and then notify the complainant and the respondent of its decision within seven days of receipt of the objection.
C. Hearing. The Board may decide whether the parties may be represented by counsel. At the hearing, the complainant first, and then respondent may present evidence, including witness testimony, regarding the conduct in question. Should the Board find that the allegations of misconduct are true, it may, by a majority vote depending on the nature and severity of the misconduct, issue a reprimand to the offending Member or a suspension of the offending Member from some or all privileges of the Association, including a ban from accessing the Community Center, for not more than six months from the date of the hearing. If the Board considers such a reprimand or suspension to be an insufficient sanction, it may also recommend that the offending Member be removed as a Voting Member or may be permanently banned from accessing the Community Center. In such case, the suspension or ban does not restrict the suspended Member’s right to appear at the Member Meeting at which the Board’s recommendation is considered. The Secretary will notify the complainant and the respondent of the findings and recommendations of the Board.
D. Expulsion. Expulsion of a Voting Member from the Association or permanent ban from the Community Center may be accomplished only by Voting Members at a Member Meeting following a Board hearing and upon the Board’s recommendation as provided for in § 3(c) of this Article. Such proceedings may occur at a Regular or Special Member Meeting held within 60 days but not earlier than 30 days after the date of the Board’s recommendation. The respondent may appear on his own behalf, though the presentation of evidence is not permitted at this meeting. The President will read the charges and the Board’s findings and recommendation and invite the respondent, if present, to speak on his own behalf. The Members will then vote on the proposed expulsion or ban. The vote of three quarters of the Voting Members present and voting at the meeting is necessary for an expulsion or permanent ban.
Section 1. Proposal of Amendments.
Any group of Members comprising at least 20 percent of the Voting Members may propose amendments to these Bylaws by a written petition addressed to the Secretary. The Board will consider amendments proposed by such a petition. The Board, on its own initiative, may also propose amendments to these Bylaws. The Secretary will cause to have published to the Members such proposed amendments, together with the Board’s recommendation for or against adoption, no later than three months from the date when the Secretary received the petition.
Section 2. Enactment of Amendments.
The Bylaws may be amended by the affirmative vote of three quarters of the Members present and voting at a Regular or a Special Association meeting called for the purpose of considering the proposed amendment. Before such a vote, Members must have at least two weeks to review the proposed amendments and the recommendation of the Board before the date of the Meeting at which the amendments will be voted upon. In the case of a vote at a Regular Member Meeting, the Secretary will provide this notice by causing to have published the proposed amendments and recommendation. If the amendments are to be voted on at a Special Meeting, the Secretary will include the proposal and recommendations included in the notice of the Meeting sent to all Voting Members.
The Association’s fiscal year begins on January 1 and ends on December 31 of each year.
Section 2. Approval of Financial Transactions.
The Voting Members, by a majority vote, will approve the annual budget at the December Member Meeting. The Board, by a majority vote, may at other times, in exigent circumstances, incur other obligations and make other expenditures on a case-by-case basis.
Section 3. Alternative Means of Effecting Notice.
Certain sections of these Bylaws prescribe specific means of effecting notice (e.g. Art. VI § 2). In all other cases, notices prescribed in these Bylaws, including notices of Regular and Special Member and Board Meetings, meeting minutes and the like, may be effected via email or text messages. Email and text notifications will be only be used to communicate with a member if the Member receiving it has signed a written authorization, on a form approved by the Board, agreeing to it as an effective means of communication between the Association and the Member. This agreement also will provide that: (a) the authorization is revocable; (b) it may only apply to certain types of notices; (c) the Member will provide the Association with a current email address or text number; (d) the Member will inform the Association of any changes to that address; and (e) the Member releases the Association from any liability should the Member receive a notice late or fail to receive a notice due to circumstances beyond the control of the Association. The Membership Chair will maintain and keep current files of such agreements.
Section 5. Meetings of the Board via Telephonic or Audio video Conferencing.
The Board may hold meetings by means of telephonic or audio video conferences. The rules and procedures for meetings held in person apply to meetings held by electronic means, and all Board Members must be able to hear and participate in the discussion. The Board may also take an action by written consent signed by all Board Members.
The Association may be dissolved at any time by written consent of not less than three quarters of the Members who are in good standing, as prescribed in Art. 1§1(b). In the event of the dissolution of the Association, other than for purposes of reorganization, whether voluntary, involuntary or by operation of law, none of the property of the Association nor any proceeds from the sale of such property nor any other assets of the Association will be distributed to any individual or private entity, but after payment of the debts of the Association and reconveyance of real property to Haywood County, its property and assets will be given to a charitable organization, for the benefit of some or all of the Association’s purposes, as selected by the Board.
At Member Meetings, the order of business, so far as the character and nature of the meeting may permit, will be as follows:
● Roll call or signing of the attendance roll to establish the existence of a quorum and compliance with Voting Member obligations;
● Approval of the minutes of the last meeting;
● Report of the President;
● Report of the Secretary;
● Report of the Treasurer;
● Reports of Committees;
● Election of Officers and other Board Members (at Annual Meeting);
● Report of new Members;
● Unfinished business;
● New business;
● Announcements and community news;
● Adjournment.
At meetings of the Board, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:
● Approval of the minutes of the last Meeting;
● Report of the President;
● Report of the Secretary;
● Report of the Treasurer;
● Reports of Committees;
● Unfinished business;
● New business;
● Adjournment.
Article XII. Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order Revised will govern proceedings of the Association in all cases where the rules are applicable and in which they are not inconsistent with these Bylaws and any other special rules of order the Association may adopt.