Constitution and Bylaws of the Wardour Improvement Association, Inc.

Article I Name and Purpose
The name of this organization is The Wardour Improvement Association, Inc., and its purpose is the development and improvement of Wardour as a residential community.

Article II Members
A. All residents who are owners of lots, or lessees of licensed rental units, on the 1907 Plat of Wardour Bluffs and the 1915 Plat of Wardour, and on the Weems Creek side of the rest of Scott Drive, together with other adults in their households, are eligible for membership for as long as they remain owners or lessees.
B. Membership for any current year of all eligible persons in a household is secured by submission of current household dues by the owner(s) or lessee(s) of lots or rental units listed in Article IIA.
C. All members and only members may hold elected office and may participate in and, subject to Article III, vote at regular and special meetings.

Article III Votes
A. There shall be one vote per property or per household, depending on the nature of the vote. Disagreement between two or more owners or lessees of one property or rental unit shall result in no vote for that property or household except for the Chair.
B. Only owners may vote on questions involving common areas or amendments to the Constitution.

Article IV Implementation and Modifications
A. No provision of the Constitution and Bylaws may be suspended, except as provided by the parliamentary authority in Bylaw IV for suspension of rules of order including any special rules of order.
B. The Constitution may be amended at any general or special meeting with six weeks notice of the nature of the proposed amendment, and either two-thirds of those voting or a majority of the membership.
C. Owners and lessees of any one property may not both vote on any one question, owners having priority.
D. Any member may be designated voting proxy on specific issues by any other member, subject to other sections of this article. Proxies are not valid for any new business.
E. Members of the Chair’s household may not cast floor votes while Article IIIA remains in effect.
F. Actions requiring more than a majority of those voting may also be passed by a majority of all members, present or not present and voting or not voting, subject ot other sections of this Article.
C. Bylaws may be amended at any general or special meeting either (1) with six weeks notice of the proposed amendment and majority vote, or (2) by two-thirds vote or (3) by a majority of the membership.
D. The Association may by majority vote adopt and amend standing rules to govern all phases of operation including details of application of the Constitution and Bylaws, consistent with the Constitution and Bylaws.

Bylaw I. Meetings
A. Regular meetings shall be held semi-annually, in the spring and fall of each year with the spring meeting designated the Annual Meeting. Written notice of exact dates shall be sent at least three weeks in advance.
B. Special meetings shall be called by the President upon written request of five members or of three members of the Executive Committee, and may be called only by written notice and for specific named purposes.
C. The continuing presence of twenty members, subject to Article III of the Constitution shall constitute a quorum at all meetings.

Bylaw II. Directors and Executive Committee
A. There may be fourteen directors, of whom five shall be individually elected officers, eight shall be elected at large and a fourteenth who may be the most recent past president willing to serve, if still a member. [The number of at large members was increased from three to eight on 5 June 2005.] Elections shall be held every two years at the Annual Meeting in the spring [of odd numbered years]. A Nominations and Elections Committee and a Finance and Compliance Audit Committee, both to serve until the transition to the new Executive
Committee, shall be chosen at the previous fall meeting.
B. 1. The five officers are the President, Vice President, Recording Secretary, Membership Secretary, and Treasurer. Their duties are as prescribed in the parliamentary authority in Bylaw IV as modified by this document and by vote of the Association.
2. The President shall conduct external correspondence.
3. The Vice President shall become President if the office falls vacant.
4. The Recording Secretary shall keep minutes of the Association meetings and mail them to members, and keep minutes of the Executive Committee meetings.
5. The Membership Secretary shall maintain a list of residents and members, welcome new residents, send them copies of the Constitution and Bylaws and other membership information, and conduct membership correspondence including billing and the mailing of meeting notices.
6. The Treasurer shall receive dues and notify the Membership Secretary in detail of receipts, receive and disburse all other payments, comply with all filing requirements, and make a complete report at every regular meeting of the Association and of the Executive Committee.
7. Vacancies may be filled through election at a special meeting, or through acting non-voting appointment by the President subject to the approval of the Executive Committee, defined below, as the Executive Committee determines.
C. The Executive Committee shall consist of the fourteen directors as voting members, and of committee chairs, shall meet at least twice a year before regular meetings or oftener, and shall conduct the routine business of the Association, including setting dates of meetings and setting details of agendas. Five voting members shall constitute a quorum. A meeting shall be called upon request of any three directors.

Bylaw III. Dues
Dues shall be determined per calendar year by vote at an Annual Meeting, shall take effect the following January, and shall remain in effect until changed.

Bylaw IV. Rules of Order
A. Except as otherwise provided by special rules or order in this article, and subject to this Constitution and Bylaws, the parliamentary authority is Robert’s Rules of Order Newly Revised, 1990, or any successor edition [now Eleventh Edition, 2011].
B. It shall require no stronger vote to undo an action than was required to take the action originally. When two or more methods of passage are permitted, either or any of them may later be used to undo the action.
C. Non-binding votes may be considered as indicators of current opinion.
D. Subject to the rule against dilatory motions, anyone may move to reconsider any question, and the motion to reconsider is debatable, but without going to the merits of the question proposed for reconsideration.
E. Voting.
1. When voting for an officer does not result in a majority for any member, the vote shall be repeated with only the top two (or more, if there are ties) vote-getters on the ballot and no write-ins.
2. a. When voting for directors at large does not result in eight candidates each named on more than half of the ballots cast, those members named on more than half of the votes shall be regarded as winners, and the balloting shall be repeated among the remaining vote-getters with no write-ins.
b. When voting for directors at large does not result in any candidates named on more than half of the ballots cast, balloting shall be repeated among the top vote-getters as the Nominations and Election Committee may determine. (Adopted and effective on 11 June 2000)

Standing Rules (under Article IV-D)
1. Copies of the Standing Rules shall be kept with copies of the Constitution and Bylaws.
2. There shall be a standing committee on Association Properties, to inspect the reserved strips, street ends, and other properties of the Association, and perform other duties as assigned by the President, the Executive Committee, or the Association, and to report and recommend.
3. There shall be a standing committee on Community Relations to maintain liaison with community organizations and governmental organizations and to report and recommend.
4. There shall be a standing committee on Rules to advise officers, boards, committees, and members, as requested, on procedure, and to initiate or consider changes to the Constitution, Bylaws, and Standing Rules as instructed by the President, the Executive Committee, or the Association. The committee chair shall function as parliamentary adviser when requested to do so and may participate fully in all proceedings.
5. Before each Association meeting, a detailed tentative agenda shall be distributed. In election years, the tentative agenda shall include the nominations of the Nominations and Election Committee, and of other individuals desiring to be considered insofar as they are known to the Committee or to the Membership Secretary. (Rules 1 through 5
adopted and effective 10 June 2001)
6. As provided for in Robert’s Rules of Order Newly Revised, Tenth Edition, p. 457 lines 21 through 32 and p. 458 lines 10 through 16, the minutes of any regular meeting of the Association may be approved by the Executive Committee, subject always to later correction by the Association. Minutes so approved shall be distributed with the meeting
notices provided for in Bylaw I A.
7. The President may appoint, and the Association may direct the appointment of, committees to assist in furthering the objectives of the Association. Existing committees may be presumed to carry over from one Executive Committee to the next. (Rules 6 and 7 adopted and effective 14 November 2001)
8. Required notices may be sent by email to those members agreeing to accept them, conventional notification continuing for all others. (Rule 8 adopted and effective 9 June 2002)