BYLAWS of the HENDERSON POINT / PASS CHRISTIAN ISLES CIVIC ASSOCIATION

INDEX ARTICLE I ARTICLE II ARTICLE III ARTICLE IV ARTICLE V ARTICLE VI ARTICLE VII ARTICLE VIII ARTICLE IX The Name. Boundaries. Objectives Membership Board of Directors Duties of the Board of Directors Meetings Committees Amendment of the Bylaws

BY-LAWS of the HENDERSON POINT / PASS CHRISTIAN ISLES CIVIC ASSOCIATION

ARTICLE I The Name. The name of this organization shall be the Henderson Point / Pass Christian Isles Civic Association (herein referred to as the Association). ARTICLE II The Boundaries. The boundaries of the Association are as follows: The Bay of St. Louis on the West and North, the Mississippi Sound (Gulf of Mexico) on the South, and the most westerly city limit of the City of Pass Christian on the East. (See map insert). ARTICLE III The Objectives The objectives of the Association are as follows: 1. To provide a forum for its members to respond to issues of common concern and to promote involvement in neighborhood activities. 2. To ensure that the area is preserved principally for high residential use so as to retain its identity as a high standard quality community. 3. To protect the area from outside influences which might prove harmful to the betterment and interests of the neighborhood. 4. To maintain liaison with governing bodies, to exercise vigilance in zoning matters and to remain alert as to actions that are of concern to the community. 5. To preserve and to enhance the individual identity and historical heritage of the Pass Christian Isles / Henderson Point community and to maintain its uniqueness for future generations.

ARTICLE IV Membership Section 1. Individual Membership. Any adult who owns real property or resides within the Association boundaries is eligible for membership in the Association. An adult is any person who has attained the age of eighteen (18) years. An
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individual membership shall have one (1) vote in any matter before the Association membership. Section 2. Business membership. A business located within the Association boundaries may obtain a membership equivalent to an individual membership. A business membership shall have one (1) vote in any matter before the Association membership. A business must designate one individual as the voting member. Section 3. Honorary Membership. The Board of Directors may confer honorary annual memberships on individuals, even if they are otherwise ineligible for membership. Honorary members shall receive regular association communications and be entitled to participate in the affairs of the Association, but they shall not be required to pay dues nor have the right to vote or to hold elected office. Section 4. Admission to Membership. Any person eligible for membership under this article shall become a member in good standing upon payment of the annual Association dues to the Treasurer.

Section 5. Payment of annual dues conveys membership for the Association. The fiscal year of the Association shall be from August 1 through July 31. The Associations annual dues shall be set by the Board of Directors. ARTICLE V The Board of Directors Section 1. There shall be a Board of Directors of the Association . The Board of Directors shall be made up of a maximum of nine voting members. These members are: President, Vice-President, Secretary, Treasurer, and five at-large Board Members. All nine constitute the Board of Directors. These officers and members of the board shall perform duties prescribed by these Bylaws and by the parliamentary authority adopted by the Association. Section 2. Any member in good standing is eligible to hold office. Section 3. The Association shall elect the officers as prescribed in these By-Laws at the annual meeting of the General Membership. Nominations will be taken from the floor with any member in good standing being able to self-nominate him or herself. All names will then be placed in nomination to be elected by a vote of the

general membership. The term of office shall be from August 1st through July 31st,

Section 4. The Association shall elect the at-large Board Members as prescribed in these Bylaws at the annual meeting of the General Membership. Nominations will be taken from the floor with any member in good standing being able to selfnominate him or herself. All names will then be placed in nomination to be elected by a vote of the general membership. The term of office shall be from August 1st through July 31st,

Section 5. A vacancy in any office, with the exception of President, due to actual or constructive resignation, shall be filled by appointment by the Board of Directors. A vacancy in the office of President shall be filled by the VicePresident. The Board of Directors may hold an election at any regular or special meeting to fill vacant positions. Section 6. A vote of the majority of the voting members of the Board of Directors shall be required to remove an officer from that position prior to the expiration of the term of office for which that member has been elected or appointed. Section 7. Any member of the Board of Directors may be removed from the Board for cause by a two-thirds majority vote of the members in good standing present at a General or Special Meeting provided that a written notice as provided by these By-laws, with a statement of justification, has been furnished to the Association members at least thirty (30) days prior to the meeting and the Board of Director member facing removal has been given the opportunity to appear at the General or Special Meeting to address the issue(s) raised. Section 8. All officers shall perform such duties as may be assigned from time to time by the Association membership. Members of the Board of Directors shall perform such other duties as needed. ARTICLE VI Duties of the Board of Directors Section 1. Duties of the President. The President shall be the chief executive official of the Association and shall take care that its By-laws and decisions are faithfully observed and executed. In addition, the President shall have the following specific duties: Chair the Board of Directors of the Association; Appoint
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all officers, special committees and representatives of the Association whose appointment or election is not otherwise provided for in these By-laws; Provide for the performance of the duties of any office or position of the Association during the temporary absence or disability of the incumbent until the vacancy shall have been filled in the manner provided by these By-laws; Sign checks if the Treasurer is not able to do so; Reserve rooms for Association events; and communicate with the membership by the newsletter or other media. The President shall be given notice of all committee meetings and has the right to be in attendance as an exofficio (non-voting) member at those meetings with the exception of the Nominating Committee, but is under no obligation to attend. The President's performance of duties shall be with the advice and consent of the Board of Directors or the membership at a General or Special Meeting whenever possible. The President may present views of the Association at public fora or in written communications to elected or appointed officials, provided that prior authorization for such action has been given by a majority vote of members present at a General Membership or Special Meeting or by the Board of Directors of the Association. At the expiration of the President's term of office, all moneys, books, documents, records, letters, and property of the organization shall be turned over to the elected successor. Section 2. Duties of the Vice-President. The Vice-President shall assist the President in the administration of the affairs of the Association and shall undertake such duties as the President may assign him. In addition, the Vice-President shall have the following specific duties: If the President is absent from either a meeting of the Association or a meeting of the Board of Directors, the Vice-President shall preside. In the event of the resignation, removal, disqualification, disability or death of the President, the Vice-President shall assume the office of the President for the remainder of the term of office. Should the Vice-President also be unable to assume or continue in the office of President, the Secretary shall fill the vacancy of the Vice-President and become the President for the remainder of the term. Section 3. Duties of the Secretary. The Secretary shall be responsible for preparing and maintaining the records of all Association meetings, including minutes and agendas, giving notices on behalf of the Association as directed by the Board of Directors, and keeping all records and documents of the Association with the exception of the financial books and records. The Secretary shall record the proceedings of the organization and of the Board of Directors, including minutes and agendas. The Secretary shall incorporate in the By-Laws all duly adopted amendments. The Secretary shall transmit promptly all resolutions and relevant matters to the respective officers in accordance with the references. The Secretary
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shall conduct normal correspondence of the organization except such correspondence that is the proper duty of the President. The Secretary shall send out regular notices as prescribed elsewhere in these Bylaws. The Secretary, at the expiration of the term of office, shall turn over to the successor all books, records, documents, letters, and property of the organization in the Secretary's possession. Section 4. Duties of the Treasurer: The Treasurer shall maintain Association membership and financial records, solicit and collect membership dues, and record all receipts and payments of the Association. The payment of expenses of the Association shall be approved by the Board of Directors and funds shall be disbursed by check drawn on the Association bank account(s) duly signed by the Treasurer, President, or Immediate Past President. The Immediate Past President shall have signature authority for Association bank account(s) only during the transition period between Board of Directors administrations. The Treasurer shall provide an accounting of Association finances to the general membership at least at the Annual Meeting and shall be prepared to provide an accounting of Association finances to the Board of Directors at each Directors Board Meeting. The Treasurer shall maintain a current and accurate roll of members, and their contact information, and shall make payments to the bank and post office as needed to maintain accounts or postal box. Section 5. Duties of the Board of Directors. The Board of Directors shall exercise control over the financial affairs of the Association, plan Association events, generally supervise the work of the Association including committees, and report its activities to the membership. They shall act in an advisory role relative to all duties and functions of the offices of the President, Vice President, Secretary and Treasurer. They shall also be responsible to the general membership for the overall well-being of the Association. ARTICLE VII Meetings Section 1. The Annual General Membership Meeting will be held on the first Saturday of August of each year at 10:00 AM. Meeting shall be for the purpose of electing the Board of Directors as outlined elsewhere in these Bylaws, receiving reports of officers and committees, and for any other business that may arise. Section 2. Special Meetings of the Association may be called by the President, two members of the Board of Directors, or upon written request of five members in good standing of the Association. The parties requesting the meeting are required

to provide notice in accordance with these By-laws. Except in cases of emergency, at least ten days' notice shall be given. Section 3. Official notice to the membership shall consist of a written, postmarked communication to all members or notification by email transmitted to all members prior to the meeting as required. Communication shall be sent by the Secretary, two members of the Board, or by five members in good standing. The treasurer shall provide the list of members with mailing addresses in a timely manner, with the mailing to be overseen by a Member of the Board. Section 4. The Order of Business at any General Meeting shall not include the reading of the minutes of the preceding meeting unless a motion is made to do so from the floor. The minutes may be reviewed at the meeting by any Association member. A copy shall be provided to any member upon request. The minutes shall become part of the Association's official records after a motion is made to approve them.

ARTICLE VIII Committees Section 1. Committees, Standing or Special, may be appointed by the Board of Directors, or the majority of the members in good standing at any Association General or Special meeting as may from time to time be deemed necessary to carry on the work of the Association. Section 2. The existence and purpose of committees of the Association shall be made known to the members at General or Special Meetings, the Association web site, or through the Association Newsletter. Section 3. All committees shall file written reports with the Board of Directors at least annually. All reports shall be available for review by any Association member. ARTICLE IX Amendment of the Bylaws Section 1. Amendments to the Bylaws may be proposed by the Board of Directors or by petition signed by at least five members in good standing of the Association. Section 2. The Bylaws may be amended by two-thirds of the members in good standing present at any General Meeting or special meeting. No change shall be
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made unless written notice of the proposed nature of the amendment has been given to the members in good standing of the Association as set forth in these Bylaws at least fifteen days before the meeting at which the amendment is to be offered. Section 3. Any amendment to the Association Bylaws takes affect immediately upon passage unless otherwise provided for in that amendment. 1. 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 of order the Association may adopt. TRANSITION MOTION: These Bylaws shall become effective upon their date of adoption except that all current officers of the Association shall remain in office until the next prescribed annual/election meeting.