By-Laws

Article I: Name and Mission

• Section 1.01 Name: The name of this organization shall be the Capitan Community Organization.
  
  
• Section 1.02 Mission Statement: In order to support the well-being of all residents, we join together to support good governance and open dialogue. Furthermore, we support fair and consistent enforcement of law and order and the functioning of Village services. For the betterment of the neighborhood, we support improvement projects, mentorship programs, and assisting those in need. The organization is prohibited from infringing upon the freedoms of the residents of Capitan and shall only follow the rules and ordinances enacted by the Village of Capitan.
  
  
• Section 1.03 Duration: The duration of the Capitan Community Organization shall be perpetual.
  

Article II: Boundaries and Membership

• Section 2.01 Boundary: The boundary of the organization shall be set at the Village limits as drawn on the official map.
  
  
• Section 2.02 Eligibility for Membership: Membership in the organization shall be open to all residents, property owners, business owners, and renters aged 18 or older residing or owning property/business within the defined boundaries of the neighborhood.
  
  
• Section 2.03 Rights of Members: Each member in good standing shall be entitled to one vote on all matters brought before the general membership and to participate in all organization activities and meetings.
  
  
• Section 2.04 Good Standing: A member is considered in good standing if they comply with all of the bylaws and the Code of Conduct as defined by policy.

Article Ill: Dues and Funds

• Section 3.01 Dues: There shall be no membership dues.
  
  
• Section 3.02 Funds: All funds will be raised for specific approved projects.
  
  
• Section 3.03 Deposits: All funds of the association shall be deposited in a reputable financial institution as approved by the Board of Directors.
  
  
• Section 3.04 Disbursements: All disbursements shall be authorized by two signatures, the Treasurer and a Board member. Disbursements for amounts exceeding $100 shall require the approval of the Board of Directors.
  
  
• Section 3.05 Auditing: The financial records of the organization shall be reviewed annually by a CPA or Auditor.
  
  
• Section 3.06 Fiscal Year: The fiscal year for the association shall be from July 1st to June 31st.

Article IV: Officers and Board of Directors

• Section 4.01 Structure: The organization shall consist of a President, Treasurer, Representative, Secretary, Information Officer, and Fundraising Officer. These officers collectively form the Board of Directors.
  
  
• Section 4.02 Eligibility for Office: Any member in good standing is eligible to serve on the Board of Directors.
  
  
• Section 4.03 Terms of Office: Officers shall serve for a term of one year or until their successors are elected and qualified. Terms shall begin on August 1st.
  
  
• Section 4.04 Election of Officers: The President, Secretary and Treasurer shall be elected by a majority vote of the members present at the annual meeting. Nominations may be made from the floor.
  
  
• Section 4.05 Appointment of Officers: The Representative, Secretary, Information Officer, and Fundraising Officer shall be appointed positions by majority vote of the Board.
  
  
• Section 4.06 President's Duties: The President shall preside at all meetings of the organization and the Board of Directors, represent the association in public, and generally supervise the affairs of the organization.
  
  
• Section 4.07 Representative's Duties: The Representative shall be used by the President to represent him or the association at various functions.
  
  
• Section 4.08 Secretary's Duties: The Secretary shall keep records of all proceedings of the organization and the Board of Directors, handle the organization's correspondence, and maintain all official documents.
  
  
• Section 4.09 Treasurer's Duties: The Treasurer shall be responsible for all financial affairs of the organization, including keeping financial records, making disbursements as authorized by the board, and presenting a financial report at all general meetings.
  
  
• Section 4.10 Information Officer's Duties: The Information Officer shall be responsible for gathering information from the members about various functions of government or of the organization to relay either to the Village government or to the organization at large.
  
  
• Section 4.11 Fundraising Officer's Duties: The Fundraising Officer shall be responsible for collecting funds for any approved projects through grants or by organizing functions within the village limits.

Article V: Meetings

• Section 5.01 Meetings: All meetings shall be open to the public.
  
  
• Section 5.02 Board of Directors Meetings: The Board of Directors shall meet at least once a month.
  
  
• Section 5.03 Special Board Meetings: Special meetings of the Board of Directors may be called by the President or a majority of the board members.
  
  
• Section 5.04 Quorum for Board Meetings: A majority of the current Board members shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
  
  
• Section 5.05 Annual General Membership Meeting: The annual meeting of the general membership shall be held in August of each year for the purpose of electing officers, reviewing the annual financial report, and conducting any other necessary business.
  
  
• Section 5.06 Special General Membership Meetings: Special meetings of the general membership may be called by the President, by a majority vote of the Board of Directors, or upon a written petition of 10% of the general membership.
  
  
• Section 5.07 Notice of Meetings: Notice of all general membership meetings at least 10 days prior to the meeting. Notice may be given by email, text message, and postings on the organization's website.
  
  
• Section 5.08 Minutes of Meetings: The Secretary shall maintain a record of proceedings of the meetings of the Board and the general membership. The Minutes of the meetings shall be in writing and shall document the speakers and a summary of their statements. The comments of members who are Village of Capitan officials shall be monitored for compliance with the Open Meetings Act.
  

Article VI: Voting and Rules

• Section 6.01 Voting: Each member in good standing shall be entitled to one vote at the annual meeting. Proxy voting is not permitted. All matters taken up by the membership in general shall be decided by a majority vote of the members present and voting, except as otherwise provided in these bylaws.
  
  
• Section 6.02 Rules of Order: The proceedings of the organization and the Board of Directors shall be governed by Robert's Rules of Order Newly Revised on all points not covered by these bylaws.
  
  
• Section 6.03 Open Meetings Act: Though the Capitan Community Organization is expected to receive and and administer public grant funds earmarked for municipalities, it is not a governmental entity subject to the Open Meetings Act. However, since its prospective members may include elected a appointed Capitan public officers, the following Rules shall apply:
  

  °	Village of Capitan official accepting a position on the Board shall certify reading, understanding and pursuing adherence to compliance with the Open Meetings Act before discussing or voting on any Capitan Community Organization issue.
  °	Whenever two or more Village of Capitan officials are present at a meeting of the Capitan Community Organization:
  	•	Those officials may discuss the application of grant funds to a particular Capitan Community Organization project, but they may not formulate Village of Capitan public policy, discuss Village of Capitan public business or take action that is otherwise the realm of the Village of Capitan.
  	•	Those officials shall refrain from the discussion or adoption of any proposed resolution, rule, regulation or formal action of the Village of Capitan during any Capitan Community Organization meetings.
  	•	Those officials may propose that a Capitan Community Organization issue may be considered for agenda placement and subsequent discussion in a future municipal meeting, but they may not then discuss the issue further during that Capitan Community Organization meeting.
  °	Complaints about alleged violations of the Open Meetings Act through conduct exhibited during a Capitan Community Organization meeting with a quorum of members in attendance shall be submitted to the Secretary and responded to within 15 days.

Article VII: Committees

• Section 7.01 Standing Committees: The Board of Directors may establish standing committees as deemed necessary to carry out the purposes of the organization (e.g., Beautification Committee, Welcoming Committee, Policy Committee, Events Committee, Safety Committee).
  
  
• Section 7.02 Committee Chairs: The President shall appoint the chairs of such committees with the approval of the Board.
  
  
• Section 7.03 Ad Hoc Committees: The President may establish ad hoc committees for specific short-term tasks. These committees shall automatically dissolve upon the completion of their task.
  
  
• Section 7.04 Committee Authority: Committees shall operate under the direction of the Board of Directors and shall have no independent authority to bind the association.
  

Article VIII: Vacancies and Removal

• Section 8.01 Vacancies: A vacancy occurring in any office shall be filled by a majority vote of the remaining Board members of the Board of Directors for the unexpired portion of the term.
  
  
• Section 8.02 Removal from Office: An officer may be removed from office for cause (e.g., non-performance of duties, misconduct or absenteeism) by two-thirds vote of the general membership present at a special meeting called for that purpose.
  

Article IX: Amendments, Indemnification, and Dissolution

• Section 9.01 Amendments: These bylaws may be amended by a two-thirds vote of the members present at any general meeting, the notice of the proposed amendment be given to all members at least 30 days prior to the meeting.
  
  
• Section 9.02 Indemnification: The organization shall indemnify any board member or officer against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they are made a party by reason of being or having been a board member or officer, except in relation to matters as to which they shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty.
  
  
• Section 9.03 Dissolution: Upon dissolution of the organization, any remaining funds shall be donated to a charitable organization serving the residents of Capitan, as selected by a majority vote of the remaining board members.
  

Article X: Long-Term Planning

• Section 10.01 Long-Term Planning: The Board of Directors shall be responsible for developing and reviewing a long-term plan for the organization at least annually. The long-term plan should project 2 to 5 years in advance and will identify strategic goals, objectives, and initiatives to further the mission of the organization and address the evolving needs of the Capitan community. The plan shall include financial projections, community outreach strategies, and specific project timelines, and should consider potential projects, resource allocation, and sustainability.