Meadowbrook Estates Civic Association
By-Laws 23 March 2017

Article I–Association Name
Section 1-The name of the Association is Meadowbrook Estates Civic Association, Incorporated. The abbreviated name is MECA.
Section 2-The term “Meadowbrook Estates” shall include the following residential subdivisions in Chesterfield County Virginia and hereafter called “Meadowbrook”:
Lake Hills
Meadowbrook
Meadowbrook Club Sites
Miniborya

Article II–Purpose of MECA
Section 1-The purpose of MECA is to:
1-Promote a sprit of neighborliness and community among those who reside in Meadowbrook;
2-Promote the health, general welfare, safety and improvement of Meadowbrook and Chesterfield County;
3-Enable members to come together for their mutual benefit in protection of property and property values, and to take such action as may be necessary to protect themselves in their ownership and enjoyment of their property;
4-Encourage members and residents to observe and live within the spirit of the covenants, conditions, and easements that apply to the communities that comprise Meadowbrook; and
5-Establish and maintain appropriate relationships with other organizations with like purpose.

Article III—Membership
Section1-Membership shall be open to each household in Meadowbrook, whether owner or tenant. Each membership shall be entitled to one vote.
Section 2-A membership shall be offered to Meadowbrook Country Club, Inc. If accepted the club shall be considered a member, have one vote and pay annual dues.
Section 3-Membership will terminate when (1) A member requests termination; (2) A member moves from Meadowbrook; or (3) A member fails to pay the prescribed dues.

Article IV—Dues, Assessments and Fiscal Year
Section 1-The amount of the yearly dues shall be established by a majority vote of the MECA Board of Directors (hereafter called the Board) and shall be no less than $25 per member per year. Dues shall be payable no later than the May General Membership Meeting.
Section 2 –The MECA Board may propose assessments for specific capital purposes.
Section 3- The MECA fiscal year shall be from January 1 to December31 of the calendar year.

Article V—MECA Meetings and Voting
Section 1-General membership meetings shall be held about February (new officer installation), May(social gathering), July and November (election and Veterans Day).
Section 2-The President or acting President may call a special meeting at any time. A special meeting may be called by written request of not less than 25 members. Reasonable notice must be given and must state the purpose of any such meeting.
Section 3-A quorum shall consist of five percent (5%) of current members. A quorum is required to conduct the business of MECA at any regular or special meeting. Members present plus those represented by written proxy shall be counted to determine if a quorum is present.
Section 4-The right to vote is limited to members in good standing at the time of the vote
Section 5-A member unable to attend a general or special meeting may be represented by another member holding their written proxy.
Section 6-The Board meeting schedule will be established by the President. Special Board meetings may be called by a majority. A quorum will be 50% of the filled positions.
Section 7-Guests are welcome to observe proceedings. Guests who want to speak will be limited to 10 minutes, 30 minutes’ total so that the Board may finish its work.

Article VI—Officers and Directors
Section 1-The officers of MECA shall be the President, Immediate Past-President, Vice President, Secretary and Treasurer. All officers are elected for a single one-year term, which is January 1st to December 31st.
Section 2-The MECA Board will consist of these 5 officers and 8 directors.
Section 3-Officers and Directors must be resident homeowners or spouses of homeowners.

Article VII—Elections
Section 1-The President shall appoint a nominating committee of at least 2 independent members prior to September. The nominating committee is expressly designated as an independent body.
Section 2-The nominating committee shall select and present to the membership a slate of 4 officers at least 3 weeks prior to the October meeting. It is expected that the Vice President will be nominated as President and that the newly recruited, prospective Vice President will be willing to stand for election as President the following year. The fifth officer is the past president.
Section 3-The nominating committee shall be automatically dissolved as soon as the required officers have been duly elected.
Section 4-Additional candidates may be nominated from the floor at the election meeting, if prior consent has been obtained from the prospective nominee.
Section 5-The officers are to be elected by the members at the November or subsequent meeting.
Section 6-The Secretary and Treasurer may be elected to multiple terms as determined by the Board. The Codes and Covenants Director will have a desired term of 3 years but not greater than 5 years.
Section 7- The newly elected officers will recruit up to 8 directors as soon as possible, but no later than, the January General Meeting. The directors will serve as chairs or co-chairs of the standing committees or lead special projects.
Section 8-In the event of resignation of any officer or director, the Board will fill the remainder of the term.
Section 9-Any officer or director may be removed from office by a vote of removal by a majority of the members.

Article VIII—Duties of Officers
Section 1-The President shall preside at all meetings and shall serve as an ex-officio member of all standing committees.
Section 2-The Immediate Past President shall serve as counselor to the President and carry out such special assignments as may be mutually agreed upon.
Section 3-The Vice President shall perform the duties of the President when the President is absent or incapacitated and carry out special assignments that may be mutually agreed upon. It is expected that the Vice president will stand for election to president at the end of the President’s normal term.
Section 4-The Secretary will take minutes at all meetings, present such minutes for approval, maintain a written record of all MECA Board and membership meetings and notify the Board and membership of their respective meetings.
Section 5-The Treasurer shall be responsible for collection of annual dues and the establishment of a checking account in MECA’s name. The treasurer shall be the custodian of all monies collected and earned, and shall disburse monies as budgeted and if available. The treasurer can make disbursements up to $250 when presented with proper receipts or invoices. Greater amounts require the President’s approval. The Treasurer shall keep all financial records for a period of five (5) years and shall make a financial report at each Board or membership meeting. Paper and electronic records will be passed from treasurer to treasurer.
Section 6-An audit by a qualified member other than the Treasurer shall be requested prior to the time a new Treasurer takes office and a written report will be submitted to the Board.
Section 7-The President may appoint one member to be the Registered Agent to receive mail and legal papers. Their sole duty will be to pass such mail, notices, and legal papers to MECA’s officers. As Registered agent, they assume no liability for debts or actions of MECA.

Article IX—Duties of the Board of Directors
Section 1-The duties of the Board shall be to transact necessary business in the intervals between membership meetings and to present reports of its activities to the members.
Section 2-The President shall serve as chairperson of the Board.
Section 3-The Board shall approve all contracts and/or formal documents, which must be signed by two (2) officers who have been designated to do so by the Board.
Section 4-The President in his capacity as Chairman of the Board shall submit an annual report on behalf of the Board in the last Issue of Meadowlark for that year. This report may include the annual reports of the standing committees.

Article X–Meetings of the Board
Section 1-The Board shall hold at least four (4) regularly scheduled meetings each year in about January, April, June and October. In addition, there may be an orientation meeting in October/November for the newly elected Board.
Section 2-The President may call a special meeting of the board at any time. A special meeting may also be called by the written notice of any three (3) Board members. Reasonable notice and the purpose of the meeting must be given to Board members by phone, e-mail or mail.
Section 3-A majority of the membership of the Board shall constitute a quorum.
Section 4-Voting shall be by a show of hands except that upon request a written ballot may be used. A simple majority shall carry any motion.

Article XI—Parliamentary Authority
Section 1-These by-laws and amendments thereto shall govern all proceedings in which they are applicable.
Section 2-Meetings are to be conducted in a professional matter using a format that facilitates the purpose. If issues arise, Robert Rules of Order shall be used.

Article XII—Amendments
Section 1-The President may appoint from time to time a committee of members to review existing by-laws and make recommendations for changes as deemed appropriate.
Section 2-By-Laws may be amended by submitting changes in writing to the Board for their approval and subsequent referral in writing to the full membership. Changes are effective the instant both a majority of a quorum of the board and a majority of a quorum of the membership approve them.

Article XIII—Gifts and Donations
Section 1-The Board is empowered to accept gifts and donations to MECA to carry out the purpose of MECA. At its discretion, the Board may decline to accept tendered gifts and donations.

Article XIV–Standing Committees
Section 1-Duties and annual goals of each committee are to be reviewed and agreed upon between the president and the respective chairperson each January. Standing committees and primary functions are typically as follows:
1-Property and Grounds-cleanup and decoration including the Edgemere median;
2-Codes and Covenants-insure all residents are aware of the value of covenants and notify serious offenders. When little remedy for a code violation occurs, the county will be notified;
3-Crime Prevention-organize certified neighborhood watch patrols and communicate issues with local authorities;
4-Communication and Outreach-welcoming function and creating “daisy chain” communications; and
5-Program and Outreach-obtain speakers for meetings and develop relationships with other organizations with like purpose.
6-Membership-retains current members and facilitates recruiting new ones.
7-Meadowlark Editor/Publisher-gathers appropriate articles, formats material and publishes about 430 copies in advance of General Meetings. A committee to distribute a Meadowlark to each household will be created. As permitted one copy of each Meadowlark will be placed in the appropriate binder at the Chesterfield County Central Library to establish a permanent record.
8-Webmaster-maintains continuous ownership of the MECA website and adds content as approved by the MECA Board.
Section 2-The Board may modify, create or eliminate standing committees as necessary to achieve the purpose of MECA.
Section 3-The President shall appoint chairpersons of the standing committees prior to the January meeting who will serve at the pleasure of the Board.
Section 4-Committee Chairpersons are responsible for choosing members of their respective committees, completing the goals of the committee, keeping records of committee proceedings, and for reporting to the Board when requested.
————————————————————

The 2004 revision was approved by the MECA Board on May 19, 2004, and approved by the membership on 16 September 2004 in accordance with the then applicable By-Laws.

The 2017 Revision was approved by the MECA Board on January 24, 2107 and presented to the membership on March 23, 2017 in accordance with the then applicable By-Laws