BYLAWS
THE EASTSIDE COMMUNITY DEVELOPMENT CORPORATION
CHARLESTON, SOUTH CAROLINA
ADOPTED JULY 2, 2003
AMENDED AND RESTATED NOVEMBER 11, 2015
ARTICLE I
NAME
The organization shall be known as the Eastside Community Development Corporation and will be called hereafter “ECDC.”
ARTICLE II
The area of the Eastside Community Development Corporation shall be on the north by Smart Street; on the east by East Bay Street; and on the west by Meeting Street.
ARTICLE III
PURPOSE
To provide an officially organized ongoing organization of citizens in the “Eastside Neighborhood of Charleston” to review and comment on the neighborhood oriented matters.
To establish and maintain communications between citizens elected officials, city governments, schools, businesses, and industry, and all other agencies influencing the Eastside neighborhood.
To actively promote neighborliness, and a great sense of community within the Eastside neighborhood
To provide an active organization of residents so that citizens may work together to improve the neighborhood
To foster the development of a safe neighborhood for our citizens especially our children
ARTICLE IV
POLICIES
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The ECDC will encourage all community members to join the ECDC and to participate in its activities. The ECDC will not discriminate against individuals or groups on the basis of race, religion, color, creed, national origin, or political affiliation in any of its policies, recommendations or actions.
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To act as a forum through which full and objective discussion of all questions and problems within the neighborhood can take place.
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To operate and strength channels of communication with locals officials and pertinent neighborhood organizations so the real needs of the neighborhood can be known.
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To support and promote those issues viewed as beneficial to the ECDC, but which no way could be consider a detriment to the City of Charleston (“City”) of which we are a part.
PHOTO POLICY
The use of small camera or mobile devices for photography and video is now permitted in meetings provided that you keep the purpose of your photography and video to capturing personal events. Photographing or recording other members, visitors, or ECDC board members without their express consent is not permitted.
ARTICLE V
MEMBERSHIP, DUES AND VOTER ELIGILITY
Section 1. Regular Membership
Membership in the ECDC is open to all residents of the Eastside Neighborhood. The ECDC seeks into membership a group as large and diverse as possible. A member is in good standing upon meeting the requirement of residency within the neighborhood and payment of his/her dues is paid by October general meeting. A member must be 18 years or older.
The general membership receives committee reports, hold discussions assesses the reaction to particular projects of discussion and by means of the elected officers of the Eastside Community Development Corporation, advises the Mayor/City Council as to its feelings before any decisions are made by the City. Recommendations may be by formal resolution or by committee reports.
Section 2. Affiliate Membership
Businesses, property owners, churches, and organizations located within the established boundaries or serving our neighborhood are invited to become affiliated with the ECDC. An affiliate member will have one vote. Affiliate members can have one representative represent them in voting and may not change representative for one year. Affiliate members can sit on ECDC board but may not interchange or substitute their representative. Property owners that do not live on the eastside but own property on the eastside can have one vote but may not interchange the representation for the property for one year. All dues must be paid in full.
Section3. Associate Membership
Businesses and organization located outside the established boundaries of the ECDC neighborhood that support the eastside neighborhood causes and fund raising efforts are associate members. Associate members do not have a vote and cannot sit on the ECDC board.
Section4. Membership Responsibilities
Members are responsible for conducting themselves in a respectful, businesslike manner at all meetings of the corporation. Such conduct includes, but is not limited to arriving on time; silencing all electronic devices; speaking only when recognized by the President (or whomever is chairing the meeting); listening to those who have the floor; not conducting side bar conversations; and adhering to the established time limits for comments. If the Parliamentarian determines a member is not adhering to the responsibility he /she will be asked to leave the meeting.
Members are responsible for notifying the Secretary of any changes in his /her contact information (address, telephone number, email address; name change etc.) in a timely manner. A member may not hold the corporation responsible for lack of notification of meetings or other events if he/she has not complied with the responsibility to inform the secretary of changes in his/her contact information.
Any complaints or disputes involving ECDC are to be put in writing and brought before the ECDC board.
Section5. Dues
Section 1. Amount. Dues for a given year are established by vote of the membership at the January meeting of each year.
Section2.Recommendation.The Board of Directors should establish a recommended dues schedule in their December meeting and bring their recommendation to the full ECDC for a vote at the January meeting.
Section3. General Provisions. No dues shall be refunded to any member for any reason, nor shall dues be prorated in the case of a member joining the ECDC at a time other than at the annual meeting.
Section 4. All dues must be paid by October general meeting of any calendar year. A member must attend at least four meeting to vote in the annual ECDC election but may vote on neighborhood issues immediately after paying their dues in full.
Voter Eligibility
All members of the ECDC in good standing who are eighteen (18) years or older are eligible to vote in the ECDC elections and on issues brought up at regular ECDC meetings. “Members in good standing” is defined as someone who has paid his/her full yearly membership dues. All voters for a particular issue must be physically present at the ECDC meeting when that issue is being voted upon. Businesses, property owner, churches and organizations that are in good standing will have one vote.
ARTICLE VI. GENERAL MEMBERSHIP MEETINGS
Section 1. Frequency and Location
General membership meetings will be held monthly at the ECDC building located 60 America Street, Charleston. SC. If the building is unavailable, the Board of Directors will determine an appropriate place to meet.
Section 2. Meetings Notices
A written or printed notices stating the place, day and hour of the meeting, including the purpose for which the meeting is called, shall be delivered to members of the ECDC, either personally or by mail, not less than three (3) days before the date of the meeting. Notification may be made by mail or electronic means (email; text; etc.)
Section 3. Transaction of Business
A quorum shall not be less than seven members of the ECDC. A quorum must be present in order to make decisions for the ECDC. However, a quorum is not necessary to conduct an ECDC meeting.
A simple majority vote of the members present in any regular meeting of the ECDC shall rule unless otherwise stipulated in these By-Laws.
Robert's Rules of Order shall prevail at all meetings unless otherwise specified by the members.
ARTICLE BOARD OF DIRECTORS VII
Section 1. Management
The Management of this organization shall be vested in the Board of Directors which shall consist of eleven (11) persons who are at least eighteen years of age. The Board makes the daily decisions for the operation and upkeep of the ECDC businesses and financially matters.
Section 2. Contracts
The ECDC board may authorize any Board member or officers, agent or agents of the ECDC, in addition to the officers authorize under these Bylaws, to enter into any contract or execute and deliver any instrument in the name and on behalf of the ECDC, such authority may be general or confined to a specific instances.
Section 3. Checks and Drafts
All checks, drafts or orders for the payment of money shall be signed from time to time to the credit of the ECDC in such banks, trust companies, or other depositories as the ECDC Board may select.
Section 4. Book and Records
The ECDC shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its members, ECDC Board and committees having any of the authority of the ECDC Board, and shall keep at the registered office a record giving the names and addresses of the members entitle to vote. All books and records of the ECDC may be inspected by any member or his agent or attorney for a proper purpose in a reasonable amount of time. All requests must be in writing.
Section 5. Election
The membership shall elect the Board of Directors at its December general membership meeting. The Board of Directors will elect its officers at its December board meeting.
Section 6.Term of Office
Each member of the Board of Directors shall serve a term of three (3) years, commencing on the day of his/her election and until his/her successor is elected. The term of the initial board shall he staggered, having one third of the members serving for year, one third serving two years, and one third serving for three years.
In a event a Board members decides to resign from the board before their term is completed. The board member who resign will remain off the board for a period of three (3) years before ex board can sit on the ECDC board again. The vacancy will be filled according to ECDC by-laws by a member in good standing who have met the requirements to serve on the ECDC Board of Directors.
Section 4. Meetings. The Board will meet monthly at a mutually agreed location. Board of Directors meeting shall be publicized to the membership at large. Any member can attend meetings of the Board of Directors but only members of the board may vote on any matter before the board. The Board may go into Executive Session to complete the corporation’s business.
Section 5. Special Meetings
Special meetings may be call by the President if the nature of the business is urgent. The meeting may be conducted by telephone, conference calls; emails or non-face to face communication will be considered a meeting and must be documented and put in the corporation’s minutes.
Section 6. Quorum
A simple majority of the membership of the ECDC Board of Directors shall constitute a quorum.
Section7.Board Responsibility.
The ECDC Board of Directors is responsible for:
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Make recommendations to the membership concerning matters of interest in the neighborhood;
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Formulate the agenda for the ECDC meetings;
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Channel requests for information;
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Perform a fact finding function to develop accurate information for members of the ECDC.
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Meet with individuals who are bringing business before the full ECDC (for
example, zoning issues, business operation issues, commercial investments in the
area, etc.); -
Plan strategies for achieving the goals for the ECDC.
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Seek the advise and counsel of the entire Corporation membership on meeting
Topics, guest speakers, and other matter of general concern.
ARTICLE VIII. ELECTION OF THE BOARD
Section 1. Eligibility To Run for the ECDC Board of Directors
Nominee must be an active member and be at least 18years or older. Nominee cannot have asked to leave a general membership or Board meeting on two more occassion prior to the November general membership meeting in the year he/she is being nominated.
Person must reside in the boundaries of ECDC or be an affiliate member.
Person must be a member in good standing '‘which means that they have paid their dues In-full by October general meeting.
Person must be an “active member" in the ECDC. “Active” is defined as having attended at least six (6) ECDC General meetings during the year he/she is being nominated prior to the November meeting.
Section 2. Nominating Committee
Procedures. Election of officers shall take place annually at the December meeting of ECDC. In October, the President shall appoint a nominating committee ( compose of at least three persons) to bring before the November ECDC meeting a slate for each office to be elected. It is the responsibility of the nominating committee to:
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Obtain from the Secretary a copy of these By Laws and familiarize themselves with the rules governing the election of officers
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Obtain from the secretary a list of members of the ECDC who are in good standing and eligible to be elected to the Board.
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Contact eligible members and determine who wishes to be a candidate for the Board.
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Obtain signed agreement for those who are nominated that states they will be willing to serve if elected and will voluntarily give up their office if the miss more than four during the year they are elected to serve. ( See Exhibit 1).
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Present the Slate to ECDC at the November meeting.
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Following the report of the nominating committee, the ECDC will be able to make nominations from the floor, provided the nominee is present and agree to serve in office if elected.
Section 3. Conduct of the Election
At the December meeting, the President will ask the nominating committee to read the slate. The President will appoint tellers to count the votes. The President will ask the Secretary to present the tellers a list of the eligible voters as of that meeting. The President will then close the financial books, vacate the offices and instruct the tellers to conduct the election. The election will then proceed by open ballot. The President will announce the results after the vote is tabulated.
Section 4. Replacement of Board Members
If a member of the Board of Directors resign his/her position before completing his/her three year term, The President will call for an election by open ballot followed nominations from the floor in a general meeting after the vacancy occur. If there are no eligible nominees at that time of the vacancy then the position(s) will remain vacant until the next nomination cycle begins in October.
.ARTICE IX
OFFICERS, TERMS OF OFFICE AND DUTIES OF OFFICERS
The officers of the ECDC shall be: President, Vice President, Treasurer, Secretary and Chaplain.
All officers must reside within the stated geographical boundaries of the ECDC for the entire period they hold office. Officers will be elected annually, and will hold office from January 1 to December 31.
President
Term: The President may hold office for three consecutive full terms. At the end of the three full terms in office, the immediate past president shall serve for one additional year as an ex officio, on the board of directors and may run again for the same position after being out of office for at least one year. The ex officio will have one vote.
Duties: The President is the principal executive officer of the ECDC, and subject to the control of the ECDC, shall in general preside at all the meetings. If the President is not present, then the Vice President shall preside. The President shall be responsible for the an annual work plan and budget. Upon his /her departure from office shall prepare a report containing a brief summary of the activities of the past year and make actionable recommendations for the incoming President. The report shall be made available to the membership at the January meeting. The president shall perform other duties as may be prescribed by the ECDC from time to time.
Vice President
Term: The Vice President may hold office for three (3) consecutive years full terms and may run again for the same position after being out of office for at least one term. Should the office of the President become vacant, it will automatically be filled by the Vice President for the remainder of the term. As the new President, the Vice President will be able to serve for three (3) additional terms if elected by the members of the ECDC.
Should the office of the Vice President become vacant, an election will be held by open ballot following nominations from the floor at the ECDC meeting immediately after the vacancy occurs. The new Vice President will serve for the remainder of the term. The new Vice President will be eligible to serve three (3) additional terms if elected by the members of the ECDC.
Duties: The Vice President shall perform the duties of the President in the absence of the President, or in the event of death, inability or refusal to act, or resignation. When so acting, the Vice President shall have all the powers of and be subject to the restrictions upon the President. The Vice President shall be responsible for overseeing the functions of the standing committees on Social Service, Planning and Public Service, Economic Development and Budget and Finance.
Treasurer
Term: The Treasurer will be elected at the annual election by the membership of the ECDC. Should the office of Treasurer become vacant, an election will be held by open ballot following nominations from the floor at the ECDC meeting immediately after the vacancy occurs. The new Treasurer will serve for the remainder of the term.
Duties: The Treasurer shall keep written records of all financial matters for the ECDC, including the collection and documentation of all dues and other monies for the ECDC. The Treasurer will also maintain accurate bank records pertaining to the finances involving ECDC, and will make written reports at every board and general membership to account for finances.
Secretary
Term: The Secretary will be elected at the annual election by the membership of the ECDC. Should the office of Secretary become vacant it will be filled by the Assistant Secretary for the remainder of the term. At the next annual election of officers, the Assistant Secretary is eligible to serve as Secretary if elected by the ECDC.
Duties: The Secretary shall keep written minutes of the ECDC meetings, including a list of members present at each regular meeting, in a permanent record book. The Secretary shall be custodian of records, and shall keep a current roster of ECDC memberships, with an exact account of voting members. It is incumbent on each member to notify the Secretary of any changes of address, or other information pertinent to the ECDC. The Secretary will perform such other duties as from time to time may be assigned by other officers.
Chaplain
Term: The Chaplain is elected by the annual election of the membership of the ECDC. Should the office of Chaplain become vacant, an election will be held by open ballot following nominations from the floor at the ECDC meeting immediately after the vacancy occurs. The new Chaplain will serve the remainder of the term.
Duties: The Chaplain shall open and close monthly meetings with prayers, and will be available for spiritual guidance of the ECDC.
ARTICLE X
STANDING COMMITTEES OF THE ECDC
The shall be four (4) Standing Committees of the ECDC: Social Services, Planning and Public Service, Economic Development and Budget and Finance.
The President shall assume responsibility for assuring that the Committees function by appointing a chairperson for each Committee function by referring appropriate issues to the Committees. Chairpersons shall serve for one year, but may be reappointed at the pleasure of the President. The Vice President is responsible for working with the Standing Committees to assist them in carrying out their respective responsibilities and to receive written reports.
Section 1. Social Services Committee
This Committee is responsible for informing members about social service agencies, and tor directing neighborhood residents in need to the appropriate agencies. The Committee encourages self-help activities among residents to meet specific needs. The committee promotes fire prevention education; seeks enforcement of health codes and ordinances; related to blood donor programs, healthcare for the elderly, healthcare program.
The Committee promotes crime prevention; share crime statistics, cooperates with the Police Department by encouraging acquaintance with neighborhood patrolmen and safety needs; promotes citizen participation in crime prevention and control.
The social committee assists in the development and promotion of community recreation programs and is responsible for organizing all social functions for ECDC, including the Stop the Violence Event. The committee reports must be written.
Section 2. Planning and Public Service
This committee is concerned and work to promote with energy conservation, environmental protection, recycling, and utilities service, waste disposal, and pollution. The committee works on issues and concerns in the neighborhood on housing, transportation, parking, streets, curbs, zoning and sewer.
This committee is responsible for working with the ECDC Board to come up with the neighborhood annual budget requests to the City of Charleston (City). The committee reports are to be written.
Section 3. Economic Development
It is the responsibility of this committee to recommend ways and means of furthering the economic development and revitalization of the neighborhood. The Committee encourages and promotes consumer education, location of business needs, participation of business in matters affecting the neighborhood and homeownership and affordable housing. This Committee is concern with voter registration and employment issues.
Section 4. Budget and Finance
The Treasurer shall chair the Budget and Finance Committee. This Committee is responsible for developing and reviewing fiscal procedures, a fund raising plan , and annual budget. The board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the ECDC Board. The fiscal year shall be the calendars year.
ARTICLE XI. AMENDMENTS TO BYLAWS
If a quorum exists, By-Laws may be amended, altered, added to or repeal by an affirmative vote of 60%majority of the membership of the Corporation who are present at any general meeting. Notice shall be given of the proposed amendment, alteration, change or repeal of any section of the By-laws by reading out loud and/or providing a written copy of the changes at the scheduled general membership meeting when the changes are being voted upon.
ARTICLE XII. DISSOLUTION
The corporation shall be dissolved by 3/4vote of the active members in good standing who are present at any meeting of the corporation, by first giving ten (10) day written notice to all members in good standing.
In the event of dissolution of the corporation or the winding up of its affairs, or other liquidation of its assets, the corporation’s property shall not be conveyed to any organization created or operated for profit nor to any individual. All assets remaining after the payment of the corporation debts shall be conveyed or distributed to an organization or organizations created and operated for non-profit purposes and which at the time of dissolution qualifies as an exempt organization or organizations under section 501 (c) (3) of the internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue I.aw). The provision shall be irrevocable. Said corporation to be determined by a majority vote of members in good standing.