WECAN News: WECAN Bylaws & Documents

WEST END/CLINGMAN AVENUE NEIGHBORHOOD INC. BY-LAWS

I. These are the duly adopted Bylaws of West End/Clingman Avenue Neighborhood Inc. hereinafter called "the Corporation", a neighborhood association for the West End/Clingman Avenue neighborhood, hereinafter called, "WECAN".

II. WECAN shall include the geographic area defined in The Asheville City Plan 2010-West End/Clingman Avenue Neighborhood Plan. WECAN is bordered by Patton Avenue and I-240 expressway to the north, Lyman Street to the south, Clingman Avenue to the east, and the French Broad River to the west.

III. MEMBERS of the Corporation shall be residents of WECAN who are of the age of 18 or more years.

IV. MEETING OF THE CORPORATION

A. There shall be an Annual Meeting of the Members of the Corporation which shall take place in the Fall of each year.

B. The Members of the Corporation will have regular meetings on a semi-annual basis.

C. Special meetings of the Members of the Corporation may be called by the Executive Committee or by the Board of Directors.

D. Written or electronic notice of regular and special meetings of the Members of the Corporation shall be mailed or delivered at least seven days in advance of the meetings.

E. At any meeting of the Members of the Corporation, members present shall constitute a quorum.

F. All decision making of the Members of the Corporation shall be by majority of the members present and voting.

V. BOARD OF DIRECTORS

A. The property, affairs and activities of the Corporation shall be managed by a Board of Directors.

B. Directors:

1. There may be up to 15 Directors of the Corporation

2. There shall be two classes of Directors:

a. Resident Directors who must be members of the Corporation and shall be elected by the membership at its Annual Meeting. This class must constitute at least 60% of the Board of Directors.

b. At-Large Directors who shall be elected by the Resident Directors and shall constitute up to, but nor more than 40% of the total number of Directors. The Resident Directors may from time to time decide on criteria for selecting At Large Directors, but must provide for representation of WECAN non-resident property owners.

3. TERMS

a. Resident Directors shall be elected for three year terms and shall be organized in annual classes with each class serving a different three year term. No Resident Director shall serve more than two consecutive, three year terms. Terms shall begin on January 1, following the Annual Meeting.

b. At-Large Directors shall be elected to one year terms at the January meeting of the Board of Directors.

4. VACANCIES

a. For the purposes of filling Resident Director vacancies only, the Board of Directors may elect temporary Directors at any duly called meeting of the Board of Directors. Resident Directors elected to fill vacancies shall serve only until the next Annual Meeting at which time the membership of the Corporation shall elect Directors as needed to fill the unexpired terms.

b. Vacancies in the At Large Directors may be filled by the Resident Directors at any duly called meeting of the Board of Directors. At Large Directors so elected shall serve until the next regular election of At Large Directors.

5. Directors may be removed by the unanimous vote of the remaining Directors at any legally called meeting at which removal has been announced as an agenda item.

6. Directors may resign at any time by giving a written notice to the Chair or to the Recorder.

7. Resident Directors who no longer reside in the neighborhood are deemed no longer to be members of the Corporation as defined in Article II of these by-laws. Any Director so disqualified shall be required to forfeit their positions as Director of the Corporation.

C. Meetings of the Board of Directors

1. Regular meetings of the Board of Directors shall be held at least quarterly, at times and places from time to time, determined by the Directors.

2. Special meetings may be called by the Chair or any other Director provided that the requirements for notice as provided in Article V, Section C, 5 are fully observed.

3. At any meeting of the Directors, a majority of the total number of Resident Directors shall constitute a quorum.

4. All decision making of the Board of Directors shall be by majority vote.

5. Notices of the meetings of the Board of Directors shall be mailed or electronically delivered at least seven days in advance of the meetings.

VI. OFFICERS

A. Officers of the Corporation shall be duly elected by the Board of Directors from its number provided that the Chair and the Vice Chair must be Resident Directors.

B. the Officers of the Corporation shall be:

1. Chair who shall serve as President and whose duties shall be:

a. Preparing and distributing the agenda and notices of the meetings.

b. Presiding at all regular and special meetings, or providing for a proxy.

2. Vice Chair who shall serve as Vice President and whose duties shall be to substitute for and perform the duties of the Chair in the Chair's absence.

3. Recorder who shall serve as Secretary and whose duties shall include:

a. Recording actions taken at meetings of the (membership and ) Directors

b. Preparing minutes of the meetings and causing them to be kept in a corporate record book.

c. Executing legal documents on behalf of the Corporation as directed by the Corporation.

4. Treasurer whose duties shall include:

a. Managing the financial accounts of the Corporation.

b. Keeping timely financial records and reporting regularly to the Corporation and to tax agencies and other government units as required.

c. Being a signatory on the Corporate checking and savings accounts.

C. Officers serve for one year.

D. Officers may resign at any time with written notice given to one of the other officers.

E. Officers may be removed at any regular or special meeting of the Board of Directors provided that consideration of removal has been announced with the notice of the meeting.

F. Vacancies in the offices may be filled by the Directors at any regular or special meeting. Officers so appointed will serve until the next Annual Meeting of the Corporation.

VII. COMMITTEES

A. There shall be an Executive Committee composed of the Officers and the Chairs of Committees. The Executive Committee may meet between meetings of the Board of Directors and is empowered to make decisions on behalf of the Directors provided that all such decisions are subject to review and ratification of the Board of Directors at its next regular meeting.

B. The Directors may from time to time cause Ad Hoc and Standing Committees to be formed.

VIII. FUNDS of the Corporation shall be kept in such depositories as directed by the Board of Directors.

IX. CONTRACTS, deeds and other instruments to which the seal of the Corporation is affixed shall be approved by the Directors and signed by the Recorder and any other persons as shall be designated by the membership.

X. These By-Laws may be amended, altered or repealed by the membership of the Corporation at any duly called regular or special meeting provided that the membership shall receive proposed alterations with the regular notice of meeting.

Revisions Adopted November 3, 2011

OWENS-BELL PARK AGREEMENT / AMENDMENT • 6-13-2022