BY-LAWS

OF

MIDDLEBURG CIVIC ASSOCIATION, INC.

ARTICLE I

NAME, LOCATION AND PURPORSE

Section 1.  NAME

The name of this corporation shall be Middleburg Civic Association, Incorporated (The Association).

Section 2.  PRINCIPAL OFFICE

            The principal office of this Association shall be located at

Section 3.  OBJECT AND PURPOSE

            The general objects and purposes of this corporation and it’s powers and authority, shall be limited to those objects, purposes, power and authority granted to such corporation not for profit, under and by virtue of the State of Florida.

            The specific objects and purposes for which this corporation is authorized are:

a.       To promote the literary, scientific, social and philanthropic improvement, advancement and benefits of it’s members.

b.      To render aid to all worthy civic objects and purposes.

c.       To promote the general development of the community of Middleburg, Clay County, Florida.

d.      To cultivate public sentiment for promotion of civic improvements and the beautification of the said Middleburg community.

e.       To develop the mutual welfare and benefits of the community and it’s members.

f.        To cooperate with and to assist in coordinating the efforts of all similar organizations and individuals for the promotion of the civic benefit of the community of Middleburg, Clay County, Florida.

g.       To own and/or maintain and operate a Community House in Middleburg, Clay County, Florida, with full power to lease the building or equipment; to purchase equipment, furniture, fixtures and supplies; to promote meetings, entertainment and other activities; and to charge admission thereof.

h.       To cooperate in all respects with clay County Chamber of Commerce and Board of County Commissioners of Clay County, Florida.

ARTICLE II

MEMBERSHIP

Section 1.  ADULT MEMBERSHIP

            Any person who is eighteen years of age or older, is a resident of the County of Clay and who is in accord with the objects and purposes of the Association shall be qualified to become a member.

Section 2.  BUSINESS MEMBERSHIP

            Any business, which is in accord with the objects and purposes of the Association, shall be qualified to become a member.

Section 3.  MEMBERSHIP

            Any person or business who shall meet the above qualification may become a member by making application to the Treasurer or Membership Chairman and tendering payment of dues.  Applicant shall become a member of the Association and receive an annual membership card signed by the Treasurer or Membership Chairman.  This membership card shall entitle such person to all rights and privileges of the membership in this Association and such member shall have the right to vote at any regular or special meeting of the Association, and shall be qualified to become a member of the Executive Committee of the Association.  No member shall be considered eligible to hold an elective office, unless they were a member for two (2) months of the current year and no member can vote unless a member for 30 days or more.

Section 4.  EXPULSION OR REMOVAL

            This Association shall have the power to suspend, remove, or expel any member for cause when he Association shall, with a majority of those  present, vote for such suspension, removal or expulsion at any regular meeting.

Section 5.  LOSS OF PRIVILEGES

            When any member of this Association shall be suspended, removed or expelled, or when any member resigns or severs connection with this Association, such member shall cease to have any voice in the management or control of the affairs of the Association.  This will be strictly enforced.

Section 6.  ANNUAL DUES

            The annual dues for membership in this Association shall be$15.00 per family (2 votes), $25.00 business (1 vote) per calendar year.  Membership shall be effective commencing with payment of dues, or effective January 1 and ending December 31 of the calendar year.  Membership is delinquent if not paid by the first meeting in February.

ARTICLE III

MEETINGS

Section 1.  REGULAR ANNUAL MEETINGS

            A regular annual meeting of the Association shall be held at the principal office on the second Monday of January, if not a legal holiday.  If a legal holiday, the time for such regular meeting may be changed b resolution duly enacted by the members at any regular or special meeting.

Section 2.  REGULAR MONTHLY MEETING

            The regular monthly meeting of the Association shall be held at the principal office at 7:30 p.m. on the second Monday of each month, if not a legal holiday.  If a legal holiday, the time for such monthly meeting may be changed by resolution duly enacted by the members at any regular meeting.

Section 3.  SPECIAL MEETINGS

            A special meeting of the members may be called at any time by the president or by majority of the members of the Executive Committee.  Any member may request an Executive Committee Meeting.  No business other than the business stated in the call or notice of such meeting shall be transacted.

            Each call for such meeting shall state the time, place and purpose of such meeting and notice in writing of such meetings, signed by the Secretary and shall be presented, mailed or delivered to members. No latter than 1 weak notice.

Section 4.  QUORUM

            Quorum shall consist of seven members present, of which one must be an officer.

Section 5.  VOTING

            At any and all meetings of the Association, each member shall be entitled to one vote as business member or 2 votes as family as long as membership is current, present  and in good standing.  Voting shall be cast by participating roll call at the discretion of the President.

Section 6.  PARLIAMENTARY AUTHORITY

            The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these by-laws and any special rules or order the Association may adopt.

ARTICLE IV

EXECUTIVE COMMITTEE

Section 1.  RESPONSIBILITY, QUORUM AND MEETINGS

            The responsibility of the Executive Committee is to fulfill and exercise the corporate powers of the Association.  Three Executive Committee members shall constitute a quorum.  The Executive Committee shall meet at least 3 times annually.  The minutes shall be read and acted upon at the next regular meeting of the Association.

Section 2.  MEMBERSHIP

            All members of the Executive Committee shall consist of elected officers.

Section 3.  VACANCY

            The Executive Committee has the authority to appoint an officer pro tem from the membership of the Middleburg Civic Association to fill the vacancy of an officer who has resigned, expired or is absent.  The vacancy will be filled by election within 60 days.

Section 4.  INVENTORY

            The Executive Committee shall ensure that an annual inventory of the Association property is completed in the month of December each year and a report given at the annual meeting in January.

Section 5.  MONIES

            Any monies needed for Center of $100.00 or less will be approved by the Executive Committee.  Monies over $100.00 will be voted on and approved by the majority of the members’ present.

ARTICLE V

OFFICERS

Section 1.  OFFICERS

            The officers of the Association shall be President, First Vice President, Second Vice President, Secretary and Treasurer.  No officer shall serve more than two consecutive years except Secretary and Treasurer whose number of terms is unlimited.  A term shall consist of one year.

Section 2.  DUTIES OF OFFICERS

A.     PRESIDENT:  The responsibility of the President is to conduct all meetings as stated in by-laws, prescribe and maintain order, announce all business, and shall preside as ex-officio of all committees except the nominating committee.  The President votes only in case of a tie vote and is not authorized to introduce or amend a motion.  (Ex-Officio means no vote in committee.)Interview and hire or firer subcontractors as needed per executive committee .

B.     FIRST VICE PRESIDENT:  The responsibility of the First Vice President is to serve as the President’s assistant and perform the duties of the President in the absence of the President.  The First Vice President will function as the Committee Chairperson. Provide appropriate reports to general meeting.

C.     SECOND VICE PRESIDENT:  The responsibility of the Second Vice President is the same as the First Vice President in the absence of the First Vice President.  The Second Vice President is responsible for publicity and community awareness. Membership Chairman.

D.    SECRETARY:  The responsibility of the Secretary is to keep minutes of meetings, read minutes of previous meetings, conduct all correspondence, call meeting to order in the absence of President and Vice Presidents and preside until election of President Pro Tem. Organize and send newsletter.

E.     TREASURER: The responsibility of the Treasurer is to receive and bank all monies due the organization, keep adequate records of such funds and maintain Association banking accounts.  The Treasurer shall abide by the following procedures:

1.      All funds are to be deposited in a duly constituted Bank or Credit Union in the name of the Middleburg Civic Association, Incorporated approved by the Membership.

2.      Funds received are to be deposited in proper account within three (3) business days after receipt.

3.      Pay all bills when due.  Send statements when necessary.  Give a complete financial report.  Keep records of current members including addresses and telephone numbers.

4.      All monies shall be paid out by numbered checks and signed by two of the following officers:  Treasurer and President or Treasurer and Secretary, Vice President and Treasurer.  The Treasurer will be primary signature.

5.      The Treasurer shall close the books and submit them for audit two (2) weeks prior to the annual meeting

6.      Prepare and deliver 1099.

Section 3.  NOMINATION OF OFFICERS

            A nominating committee shall be appointed at the regular October meeting of the Association, with said committee to present a slate of officers for consideration at the regular December meeting.  Nominations of officers shall be permitted from the floor following the report of the nominating committee.

Section 4.  ELECTION OF OFFICERS

            Immediately following the report of the nominating committee and any nominations from the floor, the officers shall be elected by the Association at the December meeting and by secret ballot.  The newly elected officers shall be installed and take office at the January meeting of the Association.

Section 5.  REMOVAL FROM OFFICE

            Any officer not attending three (3) consecutive meetings without valid reason or nonperformance of duties shall be removed from office.  Current Excutive Committee  shall be removed if the taxes are not filed by April 15.

ARTICLE VI

COMMITTEES

Section 1.  COMMITTEES

            The committees of the Association shall be:  Facilities, Fund Raising, Parade, By-Laws,  Festivals, and Social with the Chairperson being appointed by the Executive Committee each year.  Other committees may be appointed as needed by the Executive Committee.

Section 2.  REPORTING

            Committee Chairpersons shall report to the Executive Committee.

Section 3.  DUTIES OF COMMITTEES

            Each committee shall have the responsibility to ensure that procedures and rules shall be developed and presented to the Executive Committee for review and then submitted for approval to the membership by vote.  The duties of the committees shall be as follows:

a.       FUND RAISING.  To periodically confer with the Executive Committee concerning possible fund raising opportunities and to take charge of the fund raising of any event.

b.      SOCIAL.  To host all social functions and provide refreshments for the regular monthly meetings, as funded by the Middleburg Civic Association.

c.       PARADE.  To perform the year-long coordination necessary to ensure a successful 4^th of July parade and Lighted Christmas Parade.

d.      BY-LAWS.  To review the current By-Laws of the Association every two years and present recommendations to the Executive Committee then to the membership for approval by vote.

e.       Festivals. To provide year long coordination of Easter Eggstravaganzza / Auto show and Middleburg Historical Festival

f.        Historical.  To take or gather a current picture history of Middleburg Civic Association events to present at regular meetings.  To keep Middleburg Civic Association informed of relevant historical happenings.  To ensure that the Middleburg Civic Association building reflects its own historical place in the community.

g.       Nominating.  Appointed in October in order to present a slate of candidates at the November regular meeting to be considered for upcoming open executive offices.  Present written report of candidate status at November and December meetings.

ARTICLE VII

AMENDMENTS

Section 1.  BY-LAWS

            The Association’s By-Laws may be altered, amended, rescinded or suspended by a two-thirds vote of all members present at any regular meting or special meeting called for that purpose provided at least two weeks notice of either meeting has been given to the membership in writing or email.

Section 2.  BY-LAWS COMMITTEE

            See Duties of Committees.

ARTICLE VIII

RULES AND PROCEDURES

Section 1.  RULES AND PROCEDURES

            Any committee may develop rules and procedures for fulfilling their functional responsibility.

a.       Any committee developing such rules or procedures shall present such to the Executive Committee for review and approval.

b.      Any committee suggesting changes in approved rules or procedures shall present such changes to the Executive Committee for review and approval.

c.       Any persons or committee may solicit for grants but must be pre approved by executive committee if on Middleburg Civic Association Letterhead.

PROCEDURES/RULES FOR FACILITIES MANAGEMENT

Section 1.  FACILITIES

a.       Multiple use of the facilities by clubs and organizations shall be recommended to the Executive Committee by the Facilities Chairman.  Subsequent use will be scheduled by the Facilities Chairman.

b.      Organizations, clubs, etc. except for sponsored groups shall pay full utility fee of $100.00 minimum per day.  The Executive Committee may develop pro-rate fees.

c.       Members may use the facilities for personal use for $75.00. One free rental for executive board excludes Weekend or Holidays  

d.      Monies received for rental of facilities are to be turned over to the Treasurer within three (3) days.  Deposit check for facility 30 days or less from rental date will be held.

e.       A $100.00 clean up deposit is required upon use of premises.  Money will be refunded upon satisfactory inspection of premises by Facilities Chairman.

1)      No removal of personal property from the building (i.e. chairs, tables, etc.)

2)      No construction of any type within the building or on the porch.

3)      Hot water will be turned off when facility is not in use.

4)      Damaged property from rental will be the renter’s responsibility.

Section 2.  SPONSORED GROUPS

            Have use of facilities for regularly scheduled meeting without donation.   Have use of facilities for special events when facilities not in use without donation. Yearly community Service project recommended.

Section 3.  SPECIAL USE GROUPS

            Will require approval of the executive Committee for such activities as flea markets, bazaars, fish fries, dinners, and festivals.  Any not for  profit organization engaged in money-making activities will donate $75.00 or 15% of net profit, whichever is greater, to the Middleburg Civic Association.

Section 4.  KEYS TO FACILITY

a.       Only authorized persons are to have a key to the facility.  Authorized persons shall mean President,  First vice, Secretary, Facilities Chairman, Clay County Building Facilities Manager and cleaning person.

b.      The President will be responsible for the distribution of all keys.  The President will distribute keys to authorized persons, keeping a record of name, address and telephone number of each person issued a key.  Each person must sign for it upon receipt.  All persons issued a key must return it to the President and should return it within two weeks of expiration of the position.

c.       Keys issued will not be duplicated.

d.      Facility is to mean that property of the Association that can be used by the general public (i.e. Civic Center and grounds).