Dilworth Community Association, Inc. Bylaws

Approved and Adopted as of September 3rd, 2025

 

 

Article I - Name

 

1.1 Name: The name of the organization shall be the Dilworth Community Development Association Inc., a/k/the Dilworth Community Association, hereinafter referred to as the “DCA”.

 

 

Article II - Objectives and Policies

 

2.1 Objectives: The objectives of the organization are and shall be:

 

·       To promote the architectural heritage of, as well as other features affecting the lives of residents of, the Dilworth Community, by encouraging renovation of existing structures where possible, promoting a compatible blending of old and new businesses and residences through community involvement in planning, zoning and other issues which may affect the community.

·       To develop a pool of leadership and broad understanding of those factors influencing the quality of life in the community.

·       To establish specific goals, backed by planning, legal advice and other professional opinions to promote the cause of neighborhood involvement in city and county planning.

·       To develop full utilization of talent and manpower within the neighborhood and to forge a sense of community.

·       To promote the Dilworth Community and its resources and advantages to interested persons and groups and to the public at large.

·       To provide a communications base for meaningful discussions of issues pertinent to the community.

·       To promote and provide a basis for making known to interested parties' community members’ views on issues of any nature.

·       To encourage and promote a closer association of business firms, residents and interested parties for the general welfare and progress of the Dilworth area and surrounding areas of the city.

·       To promote the development of recreational, cultural and educational programs and facilities in the Dilworth and surrounding areas of Charlotte, North Carolina, and to make donations for the public welfare or for charitable, scientific, or educational purposes, but not to or for the use of any political party nor for any partisan political activity.

 

2.2  Policies:  The Board of Directors of the DCA, the composition of which is described in Article IV of these Bylaws, may adopt policies and procedures consistent with these Bylaws, which policies shall be binding on the DCA and its members.

 

 

Article III - Dilworth Community Association (DCA) Membership

 

3.1  Membership:  The membership of the DCA shall consist of those adult persons who: (1) reside within the boundaries of the Dilworth Community as those boundaries shall be set by the Board of Directors; (2) evidence to the Board of Directors a desire to be member of the DCA; and (3) pay such dues, if any, as may be prescribed by the Board of Directors.  In addition, the membership of the DCA shall consist of such businesses, churches, associations or other organizations which may be accepted for membership by the Board of Directors; provided that all such businesses, churches, associations and organizations shall have only one designated representative to act and vote on their behalf.

 

 

Article IV - Directors

 

4.1 Board of Directors:  The business of the DCA shall be conducted by the Board of Directors.  It shall exercise all corporate powers not otherwise delegated, subject only to such restrictions as may be made by the membership.  It shall determine and pass upon matters of policy concerning the DCA and may delegate the execution of the policies and business of the DCA to any officer or officers or to any committee or committees.  The Board of Directors shall set and retain control over membership dues and fees, if any.  The Board may consider and express an official position on issues, which directly affect the Dilworth community if such issues are not to be decided by popular vote.  The Board shall not endorse any candidate or political party, nor make any contributions to a candidate or political party

 

4.2 Nominations, Elections and Term:  The DCA shall have a board of no more than eighteen directors, serving without compensation, who shall be members of the DCA.  At each annual meeting of the members, the DCA shall elect six (6) directors who shall serve for three (3) years or until their successors are elected and qualified. New directors shall assume their duties January 1.

 

4.2.1 Nominations by Committee:  At the meeting of the Board of Directors immediately before the annual membership meeting, the Nominating Committee shall present a list of member names to fill the open director positions of the DCA, with no more than two (2) candidates for each position.  A member whose name is on this list shall have agreed to serve if elected.

 

4.2.2 Additional Nominations:  Additional nominations may be made by petition of ten (10) or more members and with the consent of the candidate.  This petition must be filed with the chair of the Nominating Committee at least one (1) week prior to the scheduled election.  There shall be no other means of making additional nominations.

 

4.2.3 Elections:  The membership present shall vote on the nominated candidates at each annual membership meeting of the DCA.  Those persons who receive the highest number of votes at such annual meeting of the membership at which a quorum of the membership is present shall be deemed to have been elected.  Each member entitled to vote at an election of directors shall have the right to cast the number of votes for as many persons as there are directors to be elected, provided that each member shall only be entitled to vote once for any candidate.  For example, if at any annual meeting there are three (3) directors to be elected and four candidates for such positions, then each member may vote for up to three different candidates but may only vote for any one candidate once. A tie in the voting shall be decided by the President.

 

4.3 Vacancies: Vacancies shall be filled by the Board of Directors for the unexpired terms of members who have resigned or have otherwise become disqualified to serve at any regular or special meeting of the Board of Directors which a quorum of the directors and officers are present;  A member whose name is on this list shall have agreed to serve if elected.  Directors so appointed shall serve until the expiration of the original term of the office.

 

4.4 Meetings The Board of Directors shall hold regular monthly meetings, as such time and place as the Board may establish.  No monthly notice of such regularly scheduled meetings need be given to individual directors unless the Board shall decide otherwise.  Special meetings, including Board of Director only meetings, may be held at any time on the call of the President or upon written request of ten directors, such request stating that the purpose of the meting and delivered to the President at least seven days prior to such meeting.  Notice of such special meeting, stating specific purpose for such meeting, shall be given to the officers and directors at least three days prior to such meeting time.  The Board of Directors may establish Operations and Procedures regarding agenda, and rules of conduct for meetings.

 

4.5 Quorum: A quorum for any action by the Board of Directors shall be defined as two-thirds of the officers and directors currently holding office, specifically excluding recused officers or directors.  If a quorum is present, action may be taken at any meeting of the Board of Directors by a majority vote of the officers and directors present.

A quorum shall be determined at the time action of the board is requested.

 

4.6 Change to Election Procedure: The Board of Directors may change the election procedure provided in these bylaws by the vote of at least two-thirds of the Board of Directors present at any regular or special meetings at which a quorum of the Board of Directors is present.

 

Article V - Officers

 

5.1 Officers of the DCA: The officers of the DCA shall be a President, up to two (2) Vice President(s), a Past-President, a Secretary, and a Treasurer.

 

5.2 Nominations and Elections: Officers shall be nominated and elected according to the procedures contained herein.  New officers shall assume their duties following their election at the first Board meeting of the new year.

 

5.2.1 Nominations by Committee: At the meeting of the Board of Directors immediately after the annual membership meeting, the Nominating Committee shall present to the Board of Directors a list of member candidates for the offices of President, Vice President(s) Treasurer and Secretary, with no more than two (2) candidates for each office. A member whose name is on this list shall have agreed to serve if elected.  The Nominating Committee may also take into consideration any additional member candidates nominated from the floor of such meeting.

(Note: The Nominating Committee may determine to recommend that two Vice-Presidents be elected to serve in a term)

 

Further information on the duties of the Nominating Committee are detailed in Section 9.2.

 

5.2.2 Elections The Board of Directors, following the annual membership meeting, shall vote on the nominated officer candidates immediately following the Annual Meeting or at the first Board of Directors meeting in the new year.  A tie in the voting shall be decided by the then President.

                       

5.3 Terms of Office: There shall be a one-year term for all officers. Officers may serve consecutive terms as determined by the Board of Directors.

 

5.4 Duties:

 

5.4.1 President: The President shall preside at all meetings of the Board of Directors and at all meetings of the membership.  The President, unless otherwise ordered by the Board of Directors, shall have authority to appoint such special committees as he or she may deem proper, and shall define the powers and duties of all committees, appoint committee chairmen, and fix the period of the existence of each during his or her administration. 

 

The President may vote only if, after each director and officer present at any directors meeting has cast his or her vote on a question, a tie vote is recorded, then the President may then cast a vote to break the deadlock.  The President shall at the regularly scheduled directors meeting succeeding, report any action taken or opinion given by him or her in his or her capacity as DCA President. In addition to powers and duties specifically set forth herein the president shall have such powers as are ordinarily incumbent upon the chief corporate officer including those established by statute except where specifically limited herein.

 

5.4.2 Vice President(s): In the absence or inability of the President, the Vice President shall perform the duties and exercise the powers ordinarily delegated to the president.  The Vice President shall either appoint another Board member or serve themselves as the Dilworth Jubilee Chairperson for the Dilworth Jubilee and the Chairperson for the Annual Home Tour to occur during his or her term. In addition, the President may delegate to the Vice President(s) such of his or her powers as he or she sees fit during his or her administration.  Should the President be unable to fulfill the duties of office by resignation or another action, one of the Vice President(s) shall assume the office.

 

5.4.3 Past President: In the absence or inability of the President and the Vice President, the Past President shall perform the duties and exercise the powers normally delegated to the President.  The Past President shall chair the Nominating Committee.  In addition, the President may delegate to the Past President such of his or her powers as he or she sees fit during his or her administration.

 

5.4.4 Treasurer: The Treasurer shall keep and maintain all records of monies collected and disbursed, in the form and manner prescribed by the Board of Directors.  The Treasurer shall present either an oral or written financial report at each regularly scheduled meeting of the Board of Directors and shall present a written financial report at the annual membership meeting.

 

5.4.5 Secretary:  The Secretary shall keep and maintain the minutes of all directors' meetings and membership meetings, all records of membership and attendance and shall conduct such correspondence as may be required by the President and/or the Board of Directors.  The Secretary shall be responsible for notice of any meeting of the Board of Directors or membership meeting.

 

5.5 Vacancies: Vacancies for any office which occur between annual elections shall be filled by majority vote of the Board of Directors at any regular or special meetings of the Board of Directors which a quorum of two-thirds of the directors and officers are present.   The Nominating Committee shall present a list of member candidates to the Board with no more than two (2) candidates for each open position.  A member whose name is on this list shall have agreed to serve if elected.

 

 

Article VI - Expenditures and Contract Authority

 

6.1 Expenditures and Fund Requests:

 

6.1.1 Periodic Discretionary Spending:  With the knowledge and approval of the Treasurer, the President shall have the authority to authorize the expenditure of as much as $250 for any reasonable and necessary DCA charges. These expenditures should be shared with the Board Directors at the next available Board meeting or electronically via email to all Directors.

 

The Board of Directors shall approve all fund requests and expenditures in excess of $250 in consultation with the Treasurer. 

 

6.1.2 Donations from DCA to Other Entities: Donations from the DCA to individuals or entities for the public welfare or for charitable, scientific, or educational purposes should be voted on by the Board and follow, under the instruction of the Treasurer, any guidelines required for the distribution of funds for 501C-3 organizations.  Pursuant to Section 13.1, the Board of Directors shall issue procedures for the submission and review of any such fund requests.

 

6.2 Contract Authority:  With the prior approval of the Board of Directors, the President or other Director is authorized to enter into contracts on behalf of the DCA to support DCA- sponsored community events, DCA-related meetings, or for the delivery of products and /or services.

 

Article VII - Disqualification for Cause

 

7.1 Removal: Any officer or director who fails to perform the duties of his or her office or fails to attend three (3) or more regularly scheduled meetings during his or her term may be removed from office by action of the Board.

 

7.1.1 Removal Process:  An officer or director may be removed from office by either (a) majority vote of the Board of Directors at a regularly scheduled or specially called meeting at which a quorum  of the directors and officers shall be presented or (b), majority vote of the membership present in a specially called meeting at which at least of  twenty five (25)  members of the DCA are present in person (a special meeting for this purpose shall be called upon the written request to the President by twenty five  (25)  members of the DCA).

 

7.1.2 Notice of Removal Action and Ability to Dispute: The officer or director at issue shall be given at least ten (10) days written notice of such meeting and the specific facts to be presented. 

In any meeting at which a vote for removal is to be taken, the officer or director at issue shall have a full and adequate opportunity to present arguments, facts, and other information to support his position, and if not present, shall be informed in writing of the Board’s actions. The officer or director at issue shall have the right to appeal the decision to the full Executive Committee by sending a notice of appeal to the Secretary within 10 days following the Board’s decision.

 

 

Article VIII - Membership Meetings

 

8.1 Annual Meetings of Members: The annual membership meeting of the DCA shall be held during the last two months of the calendar year (generally in December), on such date, hour, and place as designated by the Board of Directors, and upon at least ten (10) days' notice thereof to the membership.

 

8.2 Special Meetings of Members: Except as herein otherwise provided, special meeting of the membership may be called at any time by the Board of Directors or upon the written request to the President of twenty (20) members of the DCA.

 

8.3 Notice of Special Meetings of Members:  The Secretary shall be instructed to call such special membership meetings by giving members five (5) days' notice in advance thereof.  No business shall be transacted at a special meeting other than that for which the meeting is called.

 

8.4 Vote: At any membership meeting where the membership is to vote, each member present shall be entitled to one vote. A majority of the members voting shall determine any question put before the membership.

 

8.5 Quorum: At any annual or special meetings of the membership, the attendance of at least 2/3 of the Directors and Offices or at least twenty (20) members in person shall constitute a quorum for the transaction of business

Article IX - Committees

9.1 Standing Committees:

 

9.1.1 Executive Committee:  There shall be a standing Executive Committee composed of the officers of the DCA.  The Executive Committee shall be chaired by the President and may meet independently of the Board of Directors.

 

9.1.2 Nominating Committee: There shall be a standing Nominating Committee composed of the Past President and two (2) additional members of the Board of Directors as appointed by the President.  The Nominating Committee shall be chaired by the Past President and shall be responsible for nominating candidates for directors and officers of the DCA pursuant to Articles IV and V.  The Nominating Committee shall solicit, from such sources as may be appropriate, the names of persons who might be qualified and available to serve as a director or officer of the DCA, as vacancies occur by the expiration of terms of office or otherwise.  Each member who is interested in filling any open director or officer position is encouraged to contact the Nominating Committee to express such interest.  The recommendations of the Nominating Committee for the annual election of directors and officers shall be made and reported to the Board of Directors and the membership by the dates specified in these bylaws.   Recommendations for filling unexpired terms shall be made and reported to the Board of Directors in accordance with these bylaws. 

 

9.2 Special Committees:   The DCA President can request or establish special committees to handle certain topics, events or items of interest pertinent to the DCA’s mission.  The special committees’ powers, duties, and period of existence during his or her administration shall be fixed by the President.  Such powers, duties, and existence shall continue until and unless the President shall otherwise direct. 

 

Each special committee’s scope and responsibilities should be outlined in the operating procedures and updated at least on an annual basis.  Each special committee chairman will report at monthly directors' meetings unless the President shall otherwise direct.

 

 

Article X - Voting

 

10.1 Proxy: No Vote by proxy will be allowed for any question, issue or candidate under any Article of these Bylaws.

 

10.2 Electronic voting: The Board of Directors may discuss and vote on time sensitive issues by email, telephone conference or other electronic means. Such use must allow each Director to see or hear the discussion between members and comment, and votes must be cast by name. The Board may make additional requirements within Operations and Procedures.  The results of any such electronic vote shall be recorded in the Minutes of the subsequent Board Meeting,  by the Secretary.

 

Article XI - Amendments

 

11.1 Amendment by Members: These Bylaws or any part or section thereof may be altered, amended, or repealed by the vote of the majority of the members present at any annual meeting or special meeting called for this purpose.

 

11.2 Amendment by Directors:  The Board of Directors may amend, alter or repeal these bylaws by the vote of at least two-thirds of the Board of Directors present at any regular meeting at which a quorum of the Board of Directors is present.

 

 

Article XII - Conflicts of Interest and Confidentiality

 

12.1 Recusal:  A Board Member shall not participate in the Board’s activities regarding any item before the Board in which they have any personal, familial, financial or employment interest and shall inform the Board immediately upon recognizing the conflict and state recusal. During the period of recusal, a Board Member shall not present an issue, lobby the Board, or speak for or against an item before the Board. The Board may make additional requirements within Operations and Procedures.

 

12.2 Confidentiality: Written and verbal communication between Board members, outside the open meetings of the DCA, shall be treated as confidential, and not disseminated without the approval of the author. The Board may make additional requirements within Operations and Procedures.

 

Article XIII - Operations and Procedures

 

13.1 Operations and Procedures: The Board of Directors may establish procedural guidelines for activities of the Board, including but not limited to, meetings, voting procedures, announcement format and timing, fund requests and Committee operations. Such guidelines shall be publicly available to the same extent as the Bylaws of the Organization.

 

 

Article IVX- Indemnification

 

14.1 Right to Indemnification: Any person who at any time serves or has served as a director or officer of the corporation, or who, while serving as a director or officer of the corporation, serves or has served, at the request of the corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or as a trustee or administrator under an employee benefit plan, shall have a right to be indemnified by the corporation to the fullest extent permitted by law against (a) reasonable expenses, including attorneys’ fees, incurred by him or her in connection with any threatened, pending or completed civil, criminal, administrative, investigative or arbitrative action, suit or proceeding (and any appeal therein), whether or not brought by or on behalf of the corporation, seeking to hold him or her liable by reason of the fact that he or she is or was acting in such capacity, and (b) reasonable payments made by him or her in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty or settlement for which he or she may have become liable in any such action, suit or proceeding.

 

14.2 Payment of Indemnification: The Board of Directors of the corporation shall take all such action as may be necessary and appropriate to authorize the corporation to pay the indemnification required by this bylaw, including, without limitation, making a determination that indemnification is permissible in the circumstances and a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him or her.  The Board of Directors may appoint a committee or special counsel to make such determination and evaluation.  To the extent needed, the Board shall give notice to, and obtain approval by, the members of the corporation for any decision to indemnify.

 

14.3 Insurance: The DCA shall purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the DCA against any liability asserted against him or her and incurred by him or her in such capacity.

 

14.4 Binding and Non-Exclusive:  Any person who at any time after the adoption of this bylaw serves or has served in the aforesaid capacity for or on behalf of the corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein.  Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of this bylaw.