Constitution
Kemp Woods Constitution
 

PREAMBLE  
  1. This document shall govern the operation and administration of the Kemp Woods Civic League.
  2. In the case of any conflicts between this Constitution and the Declaration of Restrictive Covenants and Easements of Kemp Woods Sections One, Two, Three, and Four or any other Restrictive Covenants of record (hereinafter referred to as the Covenants), the applicable Covenants shall control.
  3. Wherever the terms he, him, his or chairman are used in this document they are intended to be gender neutral.

ARTICLE I:  Name
 
The name of this organization shall be Kemp Woods Civic League, hereinafter referred to as KWCL or the Civic League.
 

ARTICLE II:  Purpose
 
The purpose of the KWCL is to promote the general welfare of the people living in the subdivision of Kemp Woods and those other adjacent properties that the Civic League may choose to include at a future date. To this end, this Civic League shall promote all other purposes set forth in the Articles of Incorporation.
 

ARTICLE III:  Membership
 
A.  Qualifications 
 
A person shall qualify for membership who either:
  1. Owns property in the Washington borough of the City of Chesapeake which is located on, or only accessible by, one of the following streets: Claytor Court, Cricket Court, Cumberland Court, Shenandoah Parkway, Sherando Court, Skyline Circle, Smokey Mountain Court, Smokey Mountain Trail, Winchester Way, Woodwind Way.
  2. Or resides within the geographic boundaries set forth above.
(Note: The KWCL now includes the section Kemp Woods South which includes the following streets: Anna Joy Court, Denise Court, Henphil Farms Court, and Sanjo Farms Drive.)
 
B. Requirements and Rights
  1. Membership shall be restricted to those who qualify as set forth above and whose initiation fee and annual dues are paid in full.
  2. Membership shall be limited to one membership per home or lot, except in the case of rental property where both the owner and tenant desire membership. In the case where an owner and non-owner resident of the same home are members, they shall be entitled a maximum of two (2) votes, that is one vote for each membership.
  3. Voting privileges are extended to those Members who have paid all annual and special dues as determined by the Civic League Membership. Hereinafter, these members shall be referred to as Voting Members.

ARTICLE IV:  Business Meetings of the Members
 
A. Place
 
The location of all business meetings of the Members shall be specified in the notice, which shall be published not less than ten (10) days nor more than sixty (60) days prior to the meeting.
 
B. Semi-Annual Meetings
 
There shall be two (2) business meetings of the Members, one (1) meeting in May and one (1) in October. These meetings shall be scheduled by the Board of Directors. Notification of each meeting shall be published at least ten (10) days but not more than sixty (60) days prior to the meeting. Notification shall include the date, time, location and agenda as a minimum.
 
C. Special Meetings
 
Special business meetings of the Members shall be called by the Secretary upon notice from the President, the Board of Directors, or upon written request of twenty-five (25) Voting Members or fifteen percent (15%) of the Voting members, whichever is greater. A notice of the meeting shall be published at least ten (10) days but not more than sixty (60) days prior to the meeting. The notification shall include the date, time, location and purpose or purposes for which the meeting is called. No question may be voted on unless stated in the notice of the meeting.
 
D. Quorum and Conduct of Business
  1. A quorum for the transaction of business shall be twenty-five percent (25%) of the Voting Members, either in person, by written proxy, or by absentee ballot. The majority vote of such members shall prevail unless the vote of a greater number is required by law or this Constitution.
  2. The agenda of all business meetings of the Members shall include the following: proof of notice of meeting and quorum, reading of the Minutes, disposition of business for which the meeting is called, reports and elections as required by this Constitution.
  3. In all business meetings the President shall preside, or in his absence the Vice President; or if both are absent, a chairman shall be appointed by the Board of Directors.
  4. In the transaction of business, all meetings will be conducted in an orderly manner. If the chairperson deems it necessary, the latest edition of Roberts Rules of Order, Revised shall be used.
E. Voting
  1. The chairman of the meeting shall determine the method of voting, except that the election of the Nominating Committee and the election of the Board of Directors shall always be by secret ballot.
  2. At all meetings of the Members, each Member entitled to vote may vote in person or by proxy. A Member may appoint a proxy to vote or otherwise act for her/him by signing an appointment form, either personally or by her/his attorney-in-fact. A proxy becomes effective when received by the secretary not later than the time when the meeting is called to order. The proxy shall terminate after the first meeting held or after the date of that proxy or any recess or adjournment of that meeting held within thirty (30) days. The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary before the proxy exercises his authority under the appointment. Subject to any express limitation on the proxy's authority appearing on the face of the appointment form, the corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.
  3. Absentee ballots may be cast by Members unable to attend the meeting and not desiring to give a proxy. Written absentee ballots must be received by the Secretary not later than the time that the meeting is called to order.

ARTICLE V: Board of Directors
 
A. Number
 
The Board of Directors shall consist of six (6) Voting Members.
 
B. Election
  1. All Directors shall be elected from among the Voting Members at the October Meeting of the Members. Nominees for the Board of Directors shall be provided by the Nominating Committee as prescribed herein. The chairman of the October Meeting of the Members shall provide for additional nominations from the Members and grant an equitable time for nominees to present themselves and their qualifications to the Members.
  2. The election to the Board of Directors shall be by secret written ballot. At this election the Members or their proxies may cast in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Covenants. The person receiving the largest number of votes shall be elected. Cumulative voting shall not be permitted.
C. Term of Office
 
Directors shall be elected for a term not exceeding two (2) years, or until a successor is elected. The term of office shall be concurrent with the fiscal year as defined in Article VIII following the election. The elections shall be staggered to enhance continuity, with one-half (1/2) of the Directors elected each year. No Officer of the Civic League shall hold more than one (1) office concurrently. There shall be a limit of two (2) consecutive terms.
 
D. Vacancy
 
The office of a Director shall be considered vacant upon death, resignation, or removal of the incumbent. A Director may be removed by a majority vote of the members. In the event of a vacancy in the office of the President, the remaining term shall be filled by the Vice President. The remaining terms of other vacancies shall be filled by Presidential appointment as approved by the Board of Directors.
 
E. Meetings
  1. All meetings of the board shall be open to membership attendance.
  2. Participation in Board meetings shall be limited to Board Members only.
  3. Members may address the board immediately prior to the commencement of the meeting provided that the member makes prior arrangements with the Board Secretary not later than the day prior to the meeting.
  4. Each meeting of the Board of Directors shall be held at a time and place as the Directors shall determine. A special meeting of the Board of Directors may be called at the request of the President or any three (3) Directors.
F. Quorum and Conduct of Business
 
A quorum shall be two-thirds (2/3) of the total number of Directors. The acts of the majority of the Directors present shall be the acts of the Board of Directors unless otherwise required by law or this Constitution.
 
G. Duties
 
The Board of Directors shall administer the affairs of the Civic League, which are not delegated or reserved to others. The specific responsibilities of the Directors shall include:
  1. Supervise and administer all raising of funds and approve annual budgets and all budgeted and non-budgeted expenditures.
  2. Render a written report to the Members at the Semi-Annual Meetings of the Members, outlining therein the activities of the Board and KWCL the previous Semi-Annual Meeting and recommendations, if any, for the members.
  3. Interpret this Constitution
  4. Confirm committee appointments.
  5. Establish amount of the annual dues.
  6. Establish a reserve account to be funded from initiation fees and annual dues. The reserve account shall not exceed the budget of the previous year. In the event that the reserve account exceeds the budget of the previous year, the dues shall be reduced accordingly.
  7. Perform any other duties as provided in the Articles of Incorporation.

ARTICLE VI:  Officers
 
The officers of the Civic League are members of the Board of Directors and shall be a President, Vice President, Secretary, and Treasurer.
 
A. Officer Elections
 
The officers of KWCL shall be elected from within the Board of Directors and shall be voted on by those people who will serve as Directors for the applicable fiscal year. After the annual election, the President of KWCL shall call a special meeting of the Board for the sole purpose of electing officers for the ensuing fiscal year. This meeting shall be held prior to the beginning of the fiscal year and shall be attended by the President and those people who will comprise the Board of Directors for the upcoming fiscal year. Only these members of the "new" board are eligible to vote except that the presiding officer shall be eligible to vote in the case of a tie.
 
B. President
 
The President shall be the chief executive officer of the Civic League; shall preside at all business meetings of the Civic League and the Board of Directors; shall have general supervision of the affairs of the Civic League; shall sign all instruments of the KWCL as authorized by the Board of Directors or the Members; shall appoint chairpersons and be an ex-officio member of all committees.
 
C. Vice President
 
The Vice President shall serve as chair of the Membership Committee; assist the President as directed; in the absence of the President, shall perform the functions of the President.
 
D. Secretary
 
The Secretary shall keep the Minutes of the Business Meetings of the Members and Board of Directors; receive and provide notice of all Business Meetings of the Members and the Board of Directors; be the custodian of all records, including attendance; keep a current roster of all Members with addresses; sign instruments authorized by the Board of Directors or the Members; prepare the agenda of all Business Meetings of the Members and the Board of Directors. Minutes of the previous meeting shall be provided to al I members of the Board of Directors at least ten (10) days prior to all meetings.
 
E. Treasurer
 
The Treasurer shall be responsible for the receipt, deposit, and disbursement of all funds authorized by the Board of Directors and the Members; keep books of account; prepare an annual budget and render a current financial statement at the Semi-Annual Meetings of the Members; provide other reports as may be directed by the Board of Directors.
 

ARTICLE VII:  Committees
 
The committees of the Civic League, composed of not less than three (3) Voting Members, shall be as follows: Nominating Committee, Standing Committees, and Special Committees. No Member shall serve on more that two committees or activities concurrently. Committee chairs shall ensure that written minutes are provided to the Secretary for each committee meeting. Committee Chairs and members serve at the discretion of the President of the Board of Directors.
 
A. Nominating Committee
 
Nominating Committee members shall be elected from among the Voting Members at the May Meeting of the Members. From a current roster of Voting Members, the Nominating Committee will develop a slate of candidates for the Board of Directors to be distributed to the Members at least thirty (30) days prior to the October Meeting of the Members. The Nominating Committee will make every effort to nominate two (2) persons for each vacancy. The committee will ensure that each of its nominees is willing to serve.
 
B. Standing Committees
 
Standing Committees of this Civic League shall be appointed by the President as foIlows:
  1. The Audit Committee shall audit the Treasurer's accounts at the close of the fiscal year and at other times at the request of the President or Board of Directors. Members of the Board of Directors are specifically prohibited from serving on the Audit Committee.
  2. The Membership Committee, chaired by the Vice President, shall solicit and promote Civic League membership, distribute meeting notices and other Civic League information, and assist the Secretary in maintaining a current roster of all Members with addresses.
  3. The Architectural Committee shall be appointed and become a standing committee upon the designation of KWCL as the authority for the administration, enforcement, and supervision of the restrictions listed within the KEMP WOODS SECTIONS ONE AND TWO, SECTION THREE, and/or SECTION FOUR DECLARATIONS OF RESTRICTIVE COVENANTS AND EASEMENTS and any other restrictive covenants of record which apply to areas included as part of KWCL. Members of the Board of Directors shall be specifically prohibited from appointment to this committee. The committee shall operate independently from the Board of Directors, but shall provide a written report of their activities to the Board of Directors on a monthly basis.
C. Special Committees
 
Special Committees may be appointed by the President, subject to the approval of the Board of Directors. These committees shall report directly to the Board of Directors.
 

ARTICLE VIII:  Fiscal Year
 
The fiscal year of the KWCL shall begin on the first day of January and end on the last day of December of each year, unless otherwise decided by a two-thirds (2/3) vote of the Board of Directors. (Note: In January 1997 the Board of Directors changed the fiscal year to calendar year.)
 

ARTICLE IX:  Dues
 
A. Annual Dues
 
Annual dues as determined by the Board of Directors shall be payable at the beginning of the fiscal year and not later than the last day of November. (Note: With the KWCL fiscal year operating on a calendar basis, a dues call letter will usually be issued in early February with the payment of dues required by the end of February.)
 
B. Special Dues
 
Special dues may only be levied by an eighty percent (80%) vote of the Members and shall be payable not later than thirty (30) days past the date specified by the action authorizing the special dues.
 
C. Initiation Fee
 
An initiation fee of ten dollars ($10.00) shall be paid in addition to the first year dues.
 

ARTICLE X:  Architectural Committee
 
A. Guidance
 
The Architectural Committee shall operate in a fair and uniform manner. All of the restrictions listed in the Covenants shall be treated with equal importance unless a majority of the Members direct otherwise by a vote at a semi-annual meeting.
 
B. Violation Remedy Process
 
Attempts to eliminate violations of the covenants shall follow these steps:
  1. Give notice of the violation in a courteous manner. Request that the property be brought into compliance with the Covenants within a reasonable time frame and ask the owner to respond to the notice so that a cordial dialogue is established. IF THE VIOLATION CONTINUES
  2. Send a reminder notice to the owner. This notice shall contain information describing the nature of the violation, a copy of the applicable section of the Covenants, copies of Covenant Sections Twenty-Six (26) and Twenty-Eight (28), which describe enforcement authority, an offer to discuss the matter so that an agreeable solution can be reached, and a brief description of the hearing process which could follow if the violation continues. IF THE VIOLATION CONTINUES
  3. Send notification to the owner that a hearing will be held for the purpose of addressing the violation. Send this notification by certified mail, return receipt requested. Send an additional copy of the notification by first class mail on the following day. The hearing shall take place at least seventeen (17) days and not more than twenty-four (24) days after the first class mailing of the notification.
  4. Hold a hearing on the violation. The Architectural Committee Chairman shall appoint three members of the Architectural Committee to comprise the hearing board. The owner shall be allowed to present any justification for the violation that she/he deems appropriate. Both the hearing board and the owner are entitled to have attorneys present, but must notify the other party of that intent at least five (5) working days prior to the hearing date. The hearing board shall issue a decision prescribing a remedy of the violation which shall be construed as being acceptable by the Civic League. IF THE HOME OWNER DISAGREES
  5. An appeal of the decision may be made to the Board of Directors at the next regularly scheduled meeting of the Board.
  6. The Board of Directors shall report the results of all such appeals to the Members at the next semi-annual meeting of the Members. If a solution was not attained, then the Board shall make a recommendation as to the pursuit of legal remedy. A majority vote of the quorum at that meeting shall determine any further action by KWCL.

ARTICLE XI Amendments
 
This constitution may be amended by a vote of two-thirds (2/3) of a quorum of the members at a duly called business meeting, providing that the quorum consists of not less than one third (1/3) of the entire voting membership, represented in person, by written proxy, or by absentee ballot, and that the written notice of such meeting stated the proposed amendment. Proposed amendments must be approved by the Board of Directors, or be submitted by a petition signed by not less than ten percent (10%) of the Voting Members.
 

Last updated: 8 August 2002