Woolen Mills bylaws

October 2014


Article I: Name
The name of this organization shall be the Woolen Mills Neighborhood Association (WMNA).

Article II: Neighborhood Defined
This Association shall be concerned with that part of the City of Charlottesville and the suburb area of Albemarle County, as outlined on the attached map (Exhibit A), defining the neighborhood boundary.

Article III: Purpose
The purposes of the Association shall be:
1. The cultivation of a good community spirit and the maintenance of our area as a wholesome, harmonious, pleasant place to live.
2. The promotion of programs that will enhance the community spirit and residential quality of the area.
3. The representation of its members to all organizations including the various governing bodies and their instruments, for the conservation and enhancement of this area as an attractive, safe, enjoyable place to live, raise one’s family and age in place, while benefitting from mutual support and respect for individual needs. Representatives will take concerted action to conserve and improve the area as a historic residential neighborhood, including, when necessary, action to protect the integrity of the community.

Article IV: Membership
A person, who is a full time resident of the Woolen Mills Neighborhood as defined in Article II (refer to Exhibit A of the Bylaws), and who is of voting age, shall be enrolled as a member of this Association upon signifying his or her interest to the Treasurer or Chair and providing contact information in the form of full name and physical address, telephone number and/or e-mail address.

Article V: Associate Members
A person, who is not a resident, who owns a business or real property located within the Woolen Mills Neighborhood, who agrees with the Association’s purposes, and will support the Association in accomplishing them, if he or she be of voting age, that person shall be enrolled as an associate member of the WMNA upon signifying interest to the Treasurer or Chair. Associate members have the same privileges and duties as voting members, except that associate members shall not be allowed to vote. Privileges and duties of Associate members may be amended as specified in the Bylaws.

Article VI: Board

Section 1. The officers of the Association shall be a Chair, a Vice Chair, a Secretary and a Treasurer. The population of the Board shall be maintained between five to nine voting members of the WMNA. Between elections, vacated seats may be filled via appointment by the Board.
Section 2. The duties of the officers follow:
The CHAIR shall preside over meetings and represent the Association in all matters pertaining to the Association.
The VICE-CHAIR shall preside over all business matters in the absence of the Chair. The Vice-Chair shall be the Chair’s stand-in on all committees and at all meetings.
The SECRETARY shall record and promptly distribute the minutes of the WMNA Board meetings as specified by the Association by-laws and maintain an active record of meetings, elections, decisions, and correspondence as an archive of the Association.
If the secretary is absent, it is his/her responsibility to find a replacement.
The Treasurer shall have charge and custody of and be responsible for incoming and outgoing funds, receipts, and monies due to or being paid by the Association. The Treasurer will sign checks on behalf of the Association and make deposits at an approved financial institution. All expenditures and reimbursements must be approved by the Board prior to dispersal of funds. The Treasurer will be prepared to make reports as requested of fund balance and use. The Association Fiscal Year will run from January 1st to December 31st.

Section 3. The Board shall be charged with conducting the business of the Association.

Section 4. All officers and members of the Board shall serve for a term of two years immediately on election, and shall be eligible for re-election. After three consecutive terms of service (6 years) a Board member shall be ineligible for WMNA Board candidacy until two years have passed.

Section 5. Should the Chair become unable to complete the term of office for any reason, the Vice Chair shall succeed for the unexpired term. All other vacancies among the Board officers and Board members may be filled by appointment by the Board from among Association members.

Section 6. The Chair or in his/her absence the Vice Chair, or in the absence of both, the Secretary, shall preside at all meetings of the Association.

Section 7. The Secretary shall keep a record of the proceedings of the Association. The Treasurer shall be charged with the collection and disbursement of funds as authorized by the Board. At the Annual Meeting of each fiscal year, the Treasurer shall present a financial report (See Article VII, Section 1, for definition of the Annual Meeting.)

Section 8. Election of members of the Board shall be as follows:
a. Election shall be by closed and absentee ballot every two years from a field of candidates made up of association members who have declared an interest in serving the Woolen Mills Neighborhood.
b. Board officers will be chosen by the elected Board members from among their number at the first meeting following the general election.

Section 9. All officers and members of the Board must be voting members of the Association.

Article VII: Association Meetings

Section 1, There shall be at least one Association meeting during each calendar year, designated as the Annual Meeting. Additional meetings will be held as the Board deems necessary or at the request of 10% of the membership.

Section 2. A notice of Association meetings shall be given to the membership at least two weeks in advance of each meeting.

Section 3. A quorum shall consist of a least one officer and fifteen enrolled voting members.

Article VIII: Bylaws

Section 1. The Board shall prepare and adopt a set of Bylaws which, with this Constitution, shall govern the policies and procedures of the Association.

Section 2. Any Bylaw may be adopted, deleted or revised by an affirmative vote of at least two-thirds of the Board provided there is a quorum. The absence of a quorum shall postpone the vote until the next Board meeting at which there is a quorum.

Article IX: Amendments to the Constitution

Section 1. All proposed amendments to the Constitution shall be signed by five voting members of the Association and shall be submitted in writing to the Board.

Section 2. All proposed amendments shall, after due consideration by the Board, be offered for discussion at the next Association meeting. The Board shall have at least thirty days for consideration of any proposed amendment and shall submit the proposed amendment to the Association at the first meeting following the lapse of this period of thirty days. This thirty day waiting period may be waived by a unanimous vote of the Board. The membership is to be notified in writing by the Secretary of proposed amendments to the Constitution together with two weeks notice of the meeting at which the vote is to be taken.


Article I: Fiscal Year and Dues

Section 1. The fiscal year of the Association shall begin January 1.

Section 2. Recommended payment for WMNA membership will be established annually by the Board.

Article II: Representation of the Association
Only the Board, or persons empowered by it, shall represent the Association to government officials or the media.

Article III: Order of Business
The business of the Association shall be transacted at its regular meetings in the following order: approval of minutes, approval of agenda, reports of Board members and committees, unfinished business, new business, adjournment.

Article IV: Rules of Order
Except where otherwise stated in this Constitution and Bylaws the Board will be guided by Robert’s Rules of Order.

Article V: Committees

1. Finance Committee
1. Provide oversight for the accounting of the Association’s finances
2. Support the treasurer in his or her responsibilities
3. Report periodically to the Board on the fiscal state of the Association
4. Prepare a budget for Board approval

2. Development Committee
1. Raise money for the Association
2. Oversee the dues collection policy of the Association

3. Community Building Committee
1. Visit and welcome new people moving into the neighborhood
2. Develop and provide orientation materials about the Woolen Mills
3. Propose, plan, and carry out community building events such as neighborhood block parties, city supported neighborhood park festivals like other neighborhoods hold, pot luck suppers, etc.
4. Maintain the Emergency Volunteers List to help Woolen Mills neighbors in emergent need of food and transportation secondary to health issues. The list consists of neighbors who are willing to be called, when someone in the Woolen Mills community is sick or injured. A ride to the doctor, some meals delivered during a period of healing, errands that must be run are examples of what is asked of volunteers

4. Advocacy, Zoning and Safety Committee
1. Promote and protect the interests of the Woolen Mills neighborhood as defined by our Constitution in the face of both internal and external concerns.
2. Maintain an active relationship with elected officials, city staff, commissions, and law enforcement agencies.
3. Attend meetings relevant to Woolen Mills interest maintain a comprehensive history of zoning in the area
4. Promote and defend zoning consistent with the Woolen Mills Constitution

5. Bylaws Committee
1.Make recommendations to the Board to ensure that the Bylaws serve the operational needs of the Board and the Association

6. Nominations Committee:
To maintain a viable Woolen Mills Neighborhood Association Board and active committee membership that is representative of the Woolen Mills neighborhood and will serve its approved goals and values through recruiting and presenting candidates for Board and committee membership.
Committee size : 3-5 people suggested, not including ex-officio membership (Chair and Vice-chair). Nominations Committee members and other vacancies will be appointed by the existing Board. Committee members will serve two-year terms subject to re-election.
All other existing nomination channels remain open:
1. Self-nomination
2. Second party nomination
3. Board nominations

Ad Hoc Committiees are appointed by the Board for temporary needs and have a specified term or condition for dissolution.

7. Neighborhood Security and Police Liaison Committee
To strive to enhance the safety and security of the Woolen Mills neighborhood through participation in educational and promotional activities in coordination with representatives of the Charlottesville Police Department.
Size: 3-5 members not including ex-officio membership
Membership: Selected by the Board of the Woolen Mills Neighborhood
Term: Subject to renewal by the WMNA Board

Ad Hoc Committiees are appointed by the Board for temporary needs and have a specified term or condition for dissolution.
The above committees, and all other committees, shall be appointed by the Board.
The Chair and Vice Chair shall be ex officio members of all committees.

Article VI: Associate Members
Associate membership is only open to those persons who are not residents of the Woolen Mills Neighborhood as defined in Article II of the Constitution.