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BY-LAWS

Article I

Mission

The mission of the Trotwood Manor West Neighborhood Association (the "Association") is to foster community spirit and pride through the organization of social events and other neighborhood activities, as well as assist in the maintenance of the neighborhood walls.

Article II

Membership

Members in the Association shall consist of all adult persons who reside within the Trotwood Manor West Plan (the "Plan"), which includes the following: All of Trotwood West Drive, Trotwood Ridge Road, Harrogate Road, Glencairn Circle, Harvester Circle, Little Meadow Road, Westgate Drive, and Miranda Road.  One member within each household in the Plan shall be entitled to vote on issues brought before the Association.

Article III

Membership Dues

The Association shall be maintained solely by dues and voluntary contributions.  Dues shall be set by the Executive Committee for each fiscal year for each family home, payable on or before May 1.

Article IV

Members in Good Standing

A member shall be considered in good standing and entitled to vote at member meetings when his dues are paid for the current fiscal year.

Article V

Meetings of Members

Election of Officers

Section 1. The Annual Meeting of members of the Association shall be held in the Township of Upper St. Clair during the month of September of each year, with the place, day, and hour being determined by the Officers and specified in the Secretary's Notice thereof, and on any subsequent day or days to which such meetings may be adjourned. The rules contained in the current edition of Robert's Rules of Order shall be utilized in a consistent manner, at the President's discretion, to expedite the business of the Association.

Section 2. (a) At the Annual Meeting, a President, a Vice President, Secretary, and a Treasurer shall be elected by a majority vote of the Members of the Association attending the Annual Meeting. (b) The Officers shall have the power and authority to appoint such other Officers to committees from time to time and to define the duties thereto, as it may determine.

Section 3. The manner of voting for Officers at annual or special meetings, at which a quorum as prescribed in these By-Laws is present in person, shall be as follows: (a) If the number of nominees for Officers exceeds the number of vacancies to be filled, the election shall be by ballot; and (b) If the number of nominees for Officers does not exceed the number of vacancies to be filled, the election may be viva-voce (by the voice), or by showing of hands. (c) The term MAJORITY VOTE used throughout the By-Laws means a majority of those present, either in person or by written proxy, and entitled to vote at a duly constituted meeting.

Section 4. At the Annual Meeting, any other business may be transacted as may properly be brought before the meeting.

Section 5. Special meetings of the members may be called by the President and/or Vice President, or upon the written request of five members in good standing directed to the Secretary.

Article VI

Quorum at Member Meetings

A members' meeting duly called shall not be organized for the transaction of business unless at least ten (10) members, in good standing, other than Officers, are in attendance at the meeting.  If a meeting cannot be organized because of quorum is not in attendance, those present may adjourn the meeting, but in the case of any meeting called for the election of Officers, it shall be adjourned only to a day fixed, provided, however, that those who attend the second of such adjourned meetings, although less than a quorum as fixed in this section, shall nevertheless constitute a quorum for the purpose of electing Officers.

Article VII

Notice of Meetings

Section 1. Written notice of all meetings of the members of the Association shall be given by, or at the direction of, the person authorized to call the meeting, to each member in good standing at lest five days prior to the day fixed for the meeting.  The notice shall specify the place, day and hour of the meeting and, in case of a special meeting, the general nature of the business to be transacted.  Notice may be sent via e-mail, U.S. Postal Service, or distributed in person to each household.

Section 2. Written notice of meetings of the Officers shall be sent via e-mail, U.S. Postal Service, or distributed to the household of each Officer at least five days before a meeting; or a notice may be given by telephone to each Officer by the Officer authorized to give notices of meetings or by the President, in cases where the President, in his judgment, should decide that an emergency has arisen requiring a meeting of the Officers without waiting for a five-day written notice.

Article VIII

Officers

Section 1. President.  The President shall preside at all meetings of the Association.

Section 2. Vice President.  The Vice President shall, in the absence or disability of the President, have all the powers and perform all the duties of the President.

Section 3. Secretary.  The Secretary shall give proper notice of all meetings of the Association, shall attend all such meetings and keep minutes of their proceedings, and perform such other duties as may, from time to time, be assigned to him/her by the President.

Section 4. Treasurer.  The Treasurer shall have the custody of all funds of the Association and shall keep full and accurate account of receipts and disbursements; he/she shall deposit all money received by him/her as such Treasurer in the name and to the credit of this Association in such bank as the Officers shall designate, and for that purpose shall have power to endorse for collection or payment all checks drawn to his order as such Treasurer or to the order of the Association; he/she shall disburse the moneys of the Association upon properly drawn checks when authorized by the President, and perform such other duties as may, from time to time, be assigned to him/her by the President.  Two members shall be appointed by the Officers to audit and report on the accounts maintained by the Treasurer at the end of each fiscal year.

Section 5. Parliamentarian. The Parliamentarian will advise the Officers on proper rules of order for running Association meetings.

Article IX

Committees

Section 1. The Officers shall appoint the Chairman of the following standing Committee, Wall Maintenance.  Such appointment shall be made as soon as practicable after each annual meeting and shall not continue longer than the conclusion of the first annual meeting next following such appointments.

Section 2. No Committee shall publish its conclusions or take any action publicly opposing, endorsing, or committing the Association to, any proposal or course of action, until the proposed action has been approved by the Officers or by the members at a duly called meeting of the members of the Association.

Section 3. The Association will sponsor and support various activities from time to time as long as there is sustained interest from members of the Association for said activities.  No activities will be considered permanent with the exception of the Wall Maintenance Committee described in Section 1.  If there is not sufficient support form the membership, in the form of leadership and organization, the Association can suspend any activity.  The Officers may, at their sole discretion, appoint a Chairman for any committee they deem useful and appropriate.

Article XI

Powers

Section 1. No Officer shall have the power to obligate the Association in excess of the moneys in the treasury of the Association or to assess the members of the Association.

Section 2. No member, nor Officer, shall have any power to act for the Association in publicly opposing, endorsing, or committing the Association to, any proposal or course of action, until the proposed action has been approved by the Officers or by the members at a duly called meeting of the members of the Association.

Article XI

Meetings of Officers

A regular meeting of the Officers shall be called at sometime during the months of February, May, August, and November.  Two Officers shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the Officers present at a meeting, at which quorum is present, shall be the acts of the Officers.

Article XII

Vacancies

Vacancies among the Officers occurring between annual meetings shall be filled by appointment by a majority of the remaining Officers, though less than a quorum, and each person so elected shall be an Officer until his/her successor is elected by the members who may make such election at the next annual meeting of the members, or at any special meeting duly called for that purpose and held prior thereto.

Article XIII

Fiscal Year

The fiscal year of the Association shall begin upon the election of Officers at the Annual Meeting in each year and shall end on the following Annual Meeting date.

Article XIV

Records

Each Officer and Committee Chairman shall keep a file of the important matters handled by him/her during his/her term in the office and shall deliver such file to the Secretary of the Association upon the expiration of that terms.

Article XV

Amendments

The members of the Association shall have the power to amend, alter or repeal these By-Laws and to adopt new By-Laws, from time to time, by an affirmative vote of two-thirds of the members in good standing.  All proposed amendments, alterations, repeals, or new By-Laws shall be sent to the membership by the Secretary at least thirty days prior to any duly called meeting to enact the same.

Article XVI

Proxies

Solicitations for proxies may come from the Secretary, and the subject matter for which he proxy is solicited shall be so specified and defined that a simple yes or no vote on each issue to be considered will be suffice to express the members' wishes thereon.

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