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THE MAHOGANY ASSOCIATION BYLAWS ARTICLE I NAME The name of this organization shall be THE MAHOGANY ASSOCIATION and hereinafter referred to as TMA . ARTICLE II ELECTION OF OFFICERS Section 1. Nomination and Elections Committee The Nominations and Elections Committee shall consist of no less than three (3) members appointed by the President. The Committee shall oversee and supervise nomination and election procedures for the following offices: President, Secretary and Treasurer. The Committee shall certify the eligibility of all persons for the above offices and positions. Section 2 Nominations The Nominations and Elections Committee shall nominate at least one (1) member in good standing (a member in good standing is a partner who is current in her dues and assessments) for the offices of President, Secretary and Treasurer. The Committee shall make its report at the regular meeting of the members of TMA at the November meeting. Nominations may be offered from the floor for any of the above offices and positions following the report of the Committee. All persons must meet the requirements for any given office. Section 3. Time of Elections The election of officers shall be held no later than December 30 on a bi-annual basis. The first year for election of officers of TMA shall be December 30, 1988 and thereafter election of officers shall be bi-annually. Section 4. Right to Vote Each member at the meeting shall be entitled to one (1) VOTE IN PERSON OR BY PROXY PURSUANT TO article 7. Section 5 Official Election Results The Nomination and Elections Committee shall determine the election procedures and make a tally of the votes of each person on the ballot. There shall not be write-in candidates. A majority of the votes cast during the election for each of the designated offices shall be necessary for election. Section 6. Installation of Officers The elected officers shall be designated officer-elect . Officers-elect shall be required to obtain training and orientation instructions from the outgoing officer prior to installation. Installation and assumption of duties shall occur July 1 following the election. Section 7. Term of Office There is no limitation on the number of years a person can hold a particular office. The initial term for each office is two (2) years. ARTICLE III COMMITTEES Section 1. Appointments The President shall appoint all committees and chairpersons of same as may be necessary to carry out the objectives of TMA. Section 2. Standing Committees The following are the standing committees for TMA. Buy/Sell and Legal. The duties of the Buy/Sell Committee shall be to evaluate and recommend investment options for the Partnership. The Legal Committee shall review, draft and/or modify bylaws and the partnership agreement as necessary. This Committee shall also provide advice and counsel regarding any other matter as required. ARTICLE IV - FINANCIAL OBLIGATIONS AND CONSEQUENCES Section 1. Missed Monthly Contributions, Late Fees, and/or Assessments (a) Missed Monthly Contributions. Any Partner who fails to pay the monthly contribution after the due date shall be required to pay the missed monthly contribution within 60 days of the due date. Failure to pay missed monthly contribution within 60 days of the due dates shall automatically subject the Partner to consideration for involuntary withdrawal. Any Partner who misses 2 or more monthly contribution payments in any calendar year, shall be subject to consideration for involuntary withdrawal. (b) Late Fees. Any Partner who fails to pay the monthly contribution by the due date (currently the 5th of each month), shall be assessed applicable late fee(s) which shall be payable, in addition to the missed monthly contribution (s) no later than 60 days from first missed payment due date. Any Partner who fails to pay the established assessment(s) within 60 days of its due date, shall automatically be subject to consideration for involuntary withdrawal. (c) Assessments. The Partnership may by 2/3 vote agree to establish a monetary assessment for extraordinary expense and/or other items as circumstances require. Any Partner who fails to pay the established assessment(s) within 60 days of its due date, shall automatically subject the Partner to consideration for involuntary withdrawal. (d) Payment Ownership. All late fees, and/or assessment payments shall become the property the Partnership. These funds will be utilized for the operating expense of TMA. In the event these funds are not adequate for operating expenses, each member shall be responsible for her share of the operating expenses. (e) Payment Order Structure. Partners payments for missed monthly contributions, late fees and/or assessments shall be applied prospectively. In the event that a Partner s payment is insufficient to pay any and all arrearages, monies shall be applied in the following order: late fees-1st; assessment-2nd; and monthly contributions 3rd. Section 2. Disbursements In March of each year, beginning in 1991, the Partners may elect by a 2/3 vote of all Partners in good standing to distribute to each partner a partial return of contribution not to exceed 10% of the partners account value at the end of the preceding calendar year. (Adopted 12/16/90) ARTICLE V COLORS The colors of TMA are Blue and Black ARTICLE VI- AMENDMENTS All proposed amendments to the Bylaws shall be mailed or circulated to each member of TMA at least ten (10) days prior to the regular meeting. These articles may only be amended at a regular meeting by a two-thirds (2/3) of the membership present and voting at said meeting, or by proxy. The amendments shall go into effect and become law immediately upon adoption at the conclusion of the meeting at which they are adopted. ARTICLE VII PROXY VOTING An absent member in good standing shall be entitled to vote by proxy in (a) the management of TMA business at regular meetings; (b) the elections of officers; and (c) amendment of these bylaws. The proxy must be in written form, signed by the party giving the proxy, and submitted to the presiding officer. The person to whom the power by proxy is given by the absent member must be a member in good standing. ARTICLE VIII SPECIAL QUORUM Any money disbursements in an amount exceeding two thousand dollars ($2000) must be approved by 51% of the partners in good standing. (Adopted 4/29/90) ARTICLE IX SPECIAL MEETING Special meeting of the Partnership may be called by the President or in case of her absence, death or disability, any other officer. Notice of a special meeting may be made not less than 24 hours before the date of such meeting. The attendance of any member at any special meeting shall be deemed to be a waiver by her notice of such meeting. The members present at a special meeting shall constitute a quorum for the transaction of business at said meeting. |
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