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BY-LAWS OF
THE GREENSBORO ASSOCIATION
INCORPORATED UNDER THE LAWS OF VERMONT
AS A VILLAGE IMPROVEMENT SOCIETY
GREENSBORO, VERMONT

Adopted August 19, 1940. Revised August 16, 1948, August 17, 1964, August 17, 1970, August 18, 1980, August 19, 1996, and August 18, 2003.

Article I. Name and Purpose

Section 1. Name and Seal. As provided in its Articles of Association, dated July 18, 1934, the name of this Association shall be the Greensboro Association. The corporate seal of the Association shall be circular in form with the name of the Association and the name of the State in the circumference and "Corporate Seal 1934" in the center.
Section 2, Purpose. As provided in its Articles of Association, the purpose of the Association shall be to constitute a community corporation and, as such, to promote and develop matters of mutual interest to the residents of the Greensboro community, provided, however, that the corporation shall not engage in business for any financial profit.

Article II. Membership

Section 1. Eligibility for Membership. Membership in this Association shall be open to (a) all residents of voting age of the community of Greensboro; (b) to summer residents of voting age who own real estate in the said community; and (c) all summer residents of voting age who have resided in the said community for one season or any part thereof.
Section 2. Admission to Membership. Any eligible applicant shall be admitted to membership upon payment of dues for the current fiscal year.
Section 3. Joint Membership. When one person in a legally recognized couple becomes a member, the membership shall be a joint membership for both persons of the couple. A single membership shall become a joint membership when a single member becomes part of a legally recognized couple. The dues for a joint membership shall be the same as for an individual membership, and each member of a legally recognized couple shall enjoy the full rights of membership.
Section 4. Membership Dues. Dues for membership shall be set from time to time by the Association, upon recommendation by the Board of Trustees (hereinafter called the "Board"). The dues for any year may be lowered by action of the Board, but a majority vote of those present, taken at an annual meeting or at a special meeting called expressly for that purpose, shall be necessary in order to raise the annual dues.
Section 5. Fiscal Year. Unless otherwise determined by the Association or the Board, the fiscal year of the Association shall run from August 1 to July 31.

Article III. Meetings and Communication

Section 1. Annual Meeting. Unless otherwise determined by the Association or the Board, the annual meeting of the Association shall be held at 7:30 o'clock on the evening of the third Monday of August.
Section 2. Special Meetings. A special meeting of the Association may be called by the president or the Board for the transaction of such business as shall be indicated in the call for the meeting.
Section 3. Notice of Meetings. Notice of the time and place of an annual or a special meeting of the Association shall be mailed to all members. E-mail may be substituted for U.S.Mail.
Section 4. Association Website. The Association shall maintain a website which describes the purpose and activities of the Association. The Board shall have the authority to determine the content of the website, and to add new sections as it deems appropriate; normally these functions shall be delegated to the Website Committee. Funds for maintaining the website shall be appropriated annually as a part of the regular Association budget.

Article IV. Board of Trustees

Section 1. Composition of the Board. The Board shall consist of twenty-one members of the Association, at least five of whom shall be voting residents of the Town of Greensboro. In addition, the President, Vice Presidents, Secretary, and Treasurer of the Association shall be members of the Board.
Section 2. Term of Office. Trustees shall be elected for three years, one third of the full Board being elected each year at the annual meeting.
Section 3. Nominations. A slate of candidates shall be presented at each annual meeting by the Nominating Committee. Additional nominations may be made from the floor at the meeting.
Section 4. Vacancies in the Board. Vacancies on the Board may be filled by the Board; each person so elected shall be a Trustee until his or her successor is elected by the members of the Association, who may make such election at the next annual meeting or at a special meeting called for that purpose and held prior to the annual meeting.
Section 5. Powers of the Board. The Board shall have power to manage the affairs of the Association subject to such limitations as may be imposed by the Association at any annual or special meeting. The Board must approve, by a two-thirds majority vote of the Trustees present and voting, any appropriation of more than $500 of funds beyond the expenditures authorized in the budget.
Section 6. Meetings of the Board. Unless otherwise determined by the Association or the Board, the Board shall hold at least three meetings a year and such meetings shall be held early in July, in August before the annual meeting, and in August after the annual meeting. Additional meetings may be called by the President or by the Secretary, and must be called at the written request of any two Trustees. Notice of all meetings of the Board shall be given to each Trustee, either personally, by mail addressed to his or her Greensboro address, or by e- mail, at least two days in advance of the meeting.
Section 7. Quorum of the Board. Seven Trustees, with the President of the Association or his or her delegate from among the other officers, shall constitute a quorum for the transaction of business at any meeting of the Board.
Section 8. Transaction of Business by Executive Committee. The Board shall appoint an Executive Committee consisting of at least three Trustees to act for the Board in the intervals between meetings, subject to such limitations as may be imposed by the Association or by the Board itself.

Article V. Officers

Section 1. Officers. The officers of the Association shall be a President, three Vice Presidents, a Treasurer, and a Secretary.
Section 2. Election of Officers. Nominations for President, Vice Presidents, Treasurer and Secretary, shall be presented for election at each annual meeting by the Nominating Committee appointed by the President, which committee also presents nominations for Trustees. Additional nominations may be made from the floor. The officers shall take office from the close of each annual meeting until the close of the next annual meeting and until their successors are elected. The Board shall fill any vacancy among the officers or trustees.
Section 3. Duties of the President and Vice President. The President of the Association shall have all the powers and duties usually incident to the office of President. In the absence of the President, or in case of his or her inability to act, his or her powers and duties shall devolve upon the Vice Presidents in order of seniority. Seniority for this purpose shall be calculated in terms of continuous years served as Vice President.
Section 4. Duties of Treasurer. The Treasurer of the Association shall have custody of the funds of the Association and shall deposit such funds in the name of the Association in such place or places of deposit as shall be designated by the Board. The Treasurer shall keep full and accurate accounts of all receipts and disbursements, and shall render financial statements whenever required by the Board.
Section 5. Election and Duties of Secretary. The Secretary shall be a member of the Association who shall be elected at the annual meeting of the Association to hold office for one year or until a successor is elected. A vacancy in the office of Secretary shall be filled by the Board, and the person so elected shall be Secretary until a successor is elected by the members, who may make such election at the next annual meeting or at a special meeting called for that purpose and held prior to the annual meeting. The Secretary shall have custody of the recent records of the Association and shall keep said records. Older records shall be kept on file at the Greensboro Historical Society. The Secretary shall procure and file in the office of the Town Clerk of the Town of Greensboro, and shall also keep on file, certified copies of the Articles of Association and of any other papers required by law to be filed with the Secretary of State of the State of Vermont. The Secretary (or the Treasurer as deputy) shall keep a record of the names of all members of the Association and their addresses, including winter addresses of summer residents, and this record shall be open to inspection by any member of the Association. The Secretary shall record all votes and proceedings of the Association at annual and special meetings, and also all votes and proceedings of the Board and of any Executive Committee of the Board.
Section 6. Designation of Officers Empowered to Draw Checks. The Board shall designate the officer or officers who shall be empowered to draw checks, drafts, and other negotiable instruments in the name of the Association.

Article VI. Committees

Section 1. Types of Committees. The committees of the Association shall be a Nominating Committee, a Finance Committee, standing committees concerned with the various continuing responsibilities of the Association, and such ad hoc committees as shall be set up by the Association or the Board to deal with special issues.
Section 2. Nominating Committee. The Nominating Committee shall consist of the Chair, to be appointed by the President with the Board's concurrence, plus a maximum of three other members, to be appointed by the Chair. The Committee shall be responsible for presenting a proposed slate of officers and new Board members to the Association membership for approval at the August Annual Meeting.
Section 3. Finance Committee The Finance Committee shall consist of the Treasurer as Chair; the Auditor, who shall be appointed annually by the Board; and the President or his or her deputy. Prior to the Annual Meeting, the Committee shall propose to the Board a budget for the ensuing fiscal year.
Section 4. Standing Committees.
A. Appointment of Chairs of Standing Committees. The President, with the approval of the Board, shall appoint the Chairs of the Standing Committees.
B. Members of Committees. Unless otherwise provided by the Association or the
Board, the Chair of each standing committee shall name the members of his or her committee.
C. Attendance of Chairs at Board Meetings. The Chairs of all standing committees shall be entitled to attend all meetings of the Board, without vote but with full rights of discussion.
Section 5. Ad Hoc Committees. Committees may be set up by the Board to deal with special issues, on which they are to report to the Board and at the annual meeting. Unless otherwise provided by the Association or the Board, the President shall appoint the members of any ad hoc committee and designate its Chair.

Article VIII. Amendments

Section 1. Method of Amendment. These By-Laws may be amended at any annual meeting or special meeting of the Association, provided that notice of the proposed amendment or amendments accompanies the call for the meeting.
Section 2. Time of Taking Effect of Amendment. Unless otherwise provided in the amendment, an amendment to the By-Laws shall take effect immediately.