Middletown Village Civic Association

Middletown Village Civic Association

CONSTITUTION - January 11, 2005

Middletown Village Civic Association Ratified Constitution/Bylaws

PREAMBLE

We, the Middletown Village Civic Association, establish this Constitution in order to form a stable, positive and constructive, forward moving organization.

We believe that all citizens have a right to reside in a decent, safe, healthy community and that all residents of a community are entitled to equal and fair justice.

We believe that all people, regardless of race, color, sex, sexual orientation, age, national origin, physical or mental handicap, religion or creed are entitled to equal opportunity and treatment. We further believe that all residents of a community should meet and challenge any threat to the safety and well-being of the community and defeat the threat with a resolution of consensus.

We also believe that it is important for the residents of a community to ever realize that “in unity there is strength” and that “an injury to one is an injury to all.”

ARTICLE I – Name

This organization shall be known as the Middletown Village Civic Association. It is a non-profit corporation.

ARTICLE II – Headquarters

The headquarters and general office of this Civic Association shall be located in the Middletown Village development in the town of Middletown, Delaware. The Civic Association shall maintain a post office box at the xxxxxxPost Office for receipt of all mailed communications.

ARTICLE III – Seal and Insignia

The corporate seal and insignia of this non-profit Civic Association shall be as follows:

This corporate seal and insignia shall constitute and be the official mark of this non-profit Civic Association and of all of its subordinate bodies. All subordinate bodies shall be subject to the orders and instructions of the Civic Association President, the Vice-President and Secretary respecting the publication and use of the corporate seal and insignia of this non-profit Civic Association.

ARTICLE IV – Objectives

Section 1. The objectives of this Civic Association shall be to unite the residents for their own safety, well-being and betterment regardless of race, color, creed, nationality, religion, age, sex, sexual orientation, or physical or mental handicap for the advancement of the community as a whole.

Section 2. This Civic Association shall also strive to advance the interests of its members and protect the integrity of its jurisdiction through mutual cooperation, conflict resolution, arbitration, mediation, promotion of legislation and all other peaceful and lawful means.

Section 3. This Civic Association shall seek to achieve a safer, healthier and esthetic environment for its residents and seek to enlighten its residents of its history, community activities, meetings and community information by means of our own web page, newsletter, flyer distribution and posted sign.

Section 4. This Civic Association shall seek to advance the interests of its members by establishing and promoting professionally accepted standards of financially sound management of its operations.

ARTICLE V – Membership

Section 1. All homeowners of Middletown Village can be members of the Civic Association.

Section 2. All Middletown Village residents who pay dues shall be designated as “Regular Members” and entitled to such privileges provided by the dues. All non-dues paying residents shall be designated as “Associate Members”.

Section 3. Each lot or “Regular Member” shall have one (1) vote, regardless of the number of owners, in any matter regarding the business transactions of this Civic Association. The “Regular Members” shall have a number of votes equal to the number of registered “Regular Members” per lot recorded by the Civic Association.

ARTICLE VI – Officers

Section 1. President
The President shall preside at all meetings of this Civic Association exercising all of the authority and responsibility of the office of President. S/he shall also preside as chairperson at all Executive Meetings. S/he shall have authority to sign all official documents, except as herein otherwise provided, and together with the Vice-President or Secretary or Treasurer, all check orders for payment of monies from this Civic Association. Shall coordinate and follow up that the standing orders, responsibilities and resolutions of the Officers and membership of this Civic Association are carried out. Shall be responsible for the Civic Association file and the order and placement therein of all required file documents. Shall appoint a Town Meeting Liaison, a Southern New Castle County Alliance Liaison and a Sergeant-At-Arms. S/he shall ensure that the affairs and business of this Civic Association are being properly conducted and on time. S/he shall have the power to appoint, remove and supervise Officers and committees. Such appointments/removals must be submitted in writing to the Officers seven (7) calendar days prior to the date when the appointment/removal goes into effect followed by a report containing the reasons for the activity within fourteen (14) calendar days after the appointment/removal is effected. Shall have the authority to request monthly written reports from the Middletown Town Liaison, the Treasurer, the Correspondence Secretary, the Recreation and Planning Administrator, the Southern New Castle County Alliance Liaison, the New Castle County Meeting Liaison and the Middletown Village Newsletter Editor and Publisher. Shall have the authority to request such technical, administrative and clerical assistance as shall be necessary for the efficient conduct of the affairs of this Civic Association, subject to the subsequent approval of the Officers.

Section 2. Vice-President
In the absence of the President, at any Regular, Special or Executive Meeting of the Association, the Vice-President shall perform the functions and duties of the President. When a Vice-President is presiding, s/he should be addressed as “Mr. or Ms. President” (unless confusion might result --- for example, when the president is also at the table --- in which case the form “Mr. or Ms. Vice-President” should be used). Shall have authority and oversight of all Standing Committees and Special Committees. The Standing Committees will submit their reports to the Vice-President for review and approval before presenting their reports to the membership. S/he shall appoint a New Castle County Meeting Liaison and, after Vice-Presidential approval, shall submit the New Castle County Meeting Liaison report to the Secretary for filing. S/he shall appoint a Recreation and Planning Administrator. S/he shall be responsible for the dissemination of the information contained in the Recreation and Planning Administrator’s Report to the community.

Section 3. Secretary
The Secretary shall maintain copies of the Minutes (our history) of all meetings. The Minutes in their entirety of all meetings shall be a part of the records of this Civic Association having the original placed in the Civic Association file located in the Southern Patrol Unit Headquarters. Maintain record book(s) in which the Constitution, Bylaws, Special Rules of Order, Standing Rules and Minutes are placed, with any Amendments to these documents properly recorded. Have the personal record book(s) of the Secretary on hand at every meeting. To keep on file all committee reports. To prepare, with the President’s input and approval, an agenda for each regular meeting. To make a summary of the Minutes of Regular Meetings available to the membership at least one week (7 days) after the actual monthly meeting having them placed on the Southern Patrol Unit building counter for twenty-four hour (24 hr.) membership access. To have on hand at each meeting a list of all existing committees and their members. Is empowered to appoint a Correspondence Secretary and shall appoint and oversee a Newsletter Publishing Director and Editor.

Section 4. Treasurer
The Treasurer is the Officer entrusted with the custody of the funds and financial records of the Civic Association. S/he cannot disburse funds without his/her signature and the accompanying signature of at least one of the registered Civic Association Officers at the bank where our account is held. S/he is required to make a full financial report (Treasurer’s Report) monthly. S/he is empowered to bill members for their dues, to receive payment of them, to receive payments and receipts for any monies collected or spent by the Recreation and Planning Administrator, to maintain a ledger of each member’s account and to maintain a ledger of the Civic Association’s account. S/he is empowered to appoint a Financial Secretary whose sole responsibility is to prepare the Civic Association’s annual (Fiscal Year) tax return and submit it to the Internal Revenue Service. The Fiscal Year of this Civic Association shall commence on January 1st. As an option to appointing a Regular Member to the Financial Secretary’s position, the Civic Association shall have the authority to procure a qualified and competent C.P.A., or someone proficient in tax preparing, to prepare and submit our annual (Fiscal year) tax return to the Internal Revenue Service.

Section 5. Town Meeting Liaison
The Town Meeting Liaison shall attend the Middletown Mayor and Council Meetings held every first Monday of the month at 8:00 p.m. in the Town Hall. S/he is to submit a written report based upon the particular Council Meeting agenda points that pertain to or impact our Community. This report is to be submitted to the President who, after his/her review, turns it over to the Secretary for filing. S/he shall have a vote, along with the voting membership, in the affairs of the Civic Association. The term of office of the Town Meeting Liaison is concomitant with that of the Official responsible for the appointment.

Section 6. Southern New Castle County Alliance Liaison
The Southern New Castle County Alliance Liaison will attend the Southern New Castle County Alliance Meeting held every 3rd Thursday of the month at 7:00 p.m. as announced in the Middletown Transcript (it can either be in the Middletown High School Chorus Room or the Appoquinimink State Service Center next to the high school). S/he is to submit a written report concerning the S.N.C.C.A. agenda points and subject matters that impact the residents who live below the canal. This report is to be submitted to the President who, after his/her review, turns it over to the Secretary for filing. S/he shall have a vote, along with the voting membership, in the affairs of the Civic Association. The term of office of the Southern New Castle County Alliance Liaison is concomitant with that of the Official responsible for the appointment.

Section 7. Sergeant At Arms
The Sergeant At Arms will prepare the meeting facility for business and welcome neighbors, guests and visitors. Upon request from the President, s/he will ask if there are any corrections and/or additions to the Minutes. If there are none, s/he will request the secretary to enter the Minutes as read. If there are motions for corrections and/or additions, s/he will request the Secretary to enter the Minutes with corrections and/or additions after the corresponding corrections and/or additions motions have been carried. S/he will then return the conducting of the meeting to the President. The Sergeant At Arms will also, upon request from the President, restore order in the meeting and then return the conducting of the meeting to the President. Upon leaving, s/he will make sure the facility is in good order. S/he shall have a vote, along with the voting membership, in the affairs of the Civic Association. The term of office of the Sergeant At Arms is concomitant with that of the Official responsible for the appointment.

Section 8. New Castle County Meeting Liaison
The New Castle County Meeting Liaison will attend the New Castle County Meeting as scheduled in the News Journal and compile a written report from the agenda points, ordinances and codes pertaining to those of us who live below the canal. This report is to be submitted to the Vice-President for his/her review who in turn submits the report to the Secretary for filing. S/he shall have a vote, along with the voting membership, in the affairs of the Civic Association. The term of office of the New Castle County Meeting Liaison is concomitant with that of the Official responsible for the appointment.

Section 9. Recreation and Planning Administrator
The Recreation and Planning Administrator will coordinate and supervise community oriented recreational events and trips. S/he will be empowered to appoint an Associate Recreation and Planning Administrator. S/he will submit a monthly calendar (Recreation and Planning Administrator’s Report) of potential events to the Vice-President for review and approval. S/he shall have a vote, along with the voting membership, in the affairs of the Civic Association. The term of office of the Recreation and Planning Administrator is concomitant with that of the Official responsible for the appointment.

Section 10. Correspondence Secretary
The Correspondence Secretary will have the duties and responsibilities of issuing notices of meetings known as the “call” of the meeting and conducting the general correspondence of the Civic Association. S/he shall submit copies of all correspondence to the Secretary for filing. S/he shall have a vote, along with the voting membership, in the affairs of the Civic Association. The term of office of the Correspondence Secretary is concomitant with that of the Official responsible for the appointment.

Section 11. Newsletter Publishing Director and Editor
The Newsletter Publishing Director and Editor shall be responsible for the content, layout and editing of the Middletown Village Residents’ Newsletter which shall be the official publication of this Civic Association. Shall approve each Newsletter for publishing (providing a copy for the President and Vice-President for final approval before publishing) and shall then publish and arrange for the quarterly distribution of the Newsletter in Middletown Village. Shall be empowered to appoint/remove a Newsletter Staff and direct the assignments and responsibilities of said Staff. Shall provide a file copy of each Newsletter to the Secretary for the Civic Association file. S/he shall have a vote, along with the voting membership, in the affairs of the Civic Association. The term of office of the Newsletter Publishing Director and Editor is concomitant with that of the Official responsible for the appointment.

Section 12. Financial Secretary
The Financial Secretary shall be responsible for preparing and submitting our annual (Fiscal year) tax return to the Internal Revenue Service in a timely manner so as not to incur any penalties. S/he will not have any other responsibilities, voting or otherwise, in the affairs of the Civic Association. The term of office of the Financial Secretary shall be concomitant with that of the Treasurer (if s/he chooses to appoint one) or determined by the elected Officials if the appointment is made by the Civic Association.

Section 13. Upon termination of his/her office, each Officer shall turn over the books, papers, records and other property which thereby came into his/her possession, custody and control to his/her successor or the Civic Association.


ARTICLE VII – Qualifications for Office

In order to qualify as a candidate for any office in this Civic Association, a Regular Member:

Section 1. Shall be required to be in good standing in the Middletown Village Civic Association for a period of two (2) years immediately prior to nomination and current in the payment dues. (This requirement will be waived for our "First Election")

Section 2. A candidate must agree to observe, conform and comply with all of the terms and provisions of the Constitution of this Civic Association and all of the rules, regulations, practices and lawful orders and decisions adopted and promulgated in the said Constitution.

Section 3. All of the qualifications for office must be present at the time of nomination as well as at the time of election and during the term of office.


ARTICLE VIII – Nomination and Election of Officers

Nomination Order:

(1) President
(2) Vice-President
(3) Secretary
(4) Treasurer

Appointed Officers
(5) Town Meeting Liaison
(6) Southern New Castle County Alliance Liaison
(7) Sergeant At Arms
(8) New Castle County Meeting Liaison
(9) Recreation and Planning Administrator
(10) Correspondence Secretary
(11) Newsletter Publishing Editor and Director
(12) Financial Secretary (if available within the community)

Section 1. Election of Officers
The election of officers shall be conducted among all Regular Members (waived for our First Election) in good standing voting by secret ballot. Ballots shall be printed and distributed to all Regular Members (waived for our First Election) of Middletown Village. All ballots returned by eligible voters to the secure location determined by the Civic Association within twenty nine (29) days after the initial distribution shall be counted by the Civic Association before the membership at the monthly meeting following the voting deadline. Each candidate and one observer named by the candidate shall be entitled to be present during all phases of the counting and to challenge ballots. All ballots shall be accounted for and retained, together with other records pertaining to the election, for a period of twelve (12) months following the election. All candidates who receive a majority of the votes cast by eligible voters shall be declared the winners and shall be installed in office at the Civic Association Meeting following the election. The newly elected Officers will be administered the following oath of office.
I,_______________, do solemnly pledge on my honor to recognize and comply with all of the provisions of the Constitution of The Middletown Village Civic Association and with the rules, regulations, policies, practices and decisions adopted in furtherance of the Middletown Village Community and to honestly and faithfully perform my duties for and on behalf of the membership of the Middletown Village Civic Association.

Section 2. Proxy and Absentee Ballots
Each lot owner entitled to vote, one (1) vote per lot regardless of the number of owners, may authorize another person or persons to act for him/her by proxy. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power, e.g. notarized. Absentee ballots may be cast at the locations selected by the Civic Association. Proof of residency must be provided prior to casting the ballot wherafter the ballot will be placed in a sealed envelope bearing the homeowner’s name. All proxies and absentee ballots shall be filed with the Secretary of the Meeting before the election deadline after which they will be submitted for the ballot count by the Secretary. (Prior to the ballot count, approved absentee ballots will be removed from their sealed envelopes and entered into the secret ballot box. All remaining opened proxy and absentee ballot envelopes will be destroyed).

Section 3. Election Protests
Any eligible voter shall be entitled to file an election protest with the current Civic Association Officers within ten (10) days following the announcement of the newly elected Officers. The protest shall specify the nature and details of the conduct alleged to have violated this Constitution, any election rules, or applicable laws or regulations. The current Civic Association Officers shall promptly cause copies of all protests to be served on all interested candidates together with a Notice of Hearing to be conducted not less than ten (10) days, nor more than fifteen (15) days after issuance of the notice. The Notice of Hearing shall specify any rules that will govern the conduct of the hearing. The current Civic Association Officers shall not administer any oaths of office until it has issued its decision within ten (10) days after the conclusion of the hearing. The administering of oaths of office shall then take place at the next monthly Civic Association Meeting or the Civic Association Meeting that follows The Hearing whichever comes first.

Section 4. Term of Office.
The offices of President and Vice-President shall be elected annually by the voting membership and each shall hold office for one (1) year unless s/he shall sooner resign, or shall be removed, or otherwise disqualified to serve.

The offices of Secretary and Treasurer shall be elected every eighteen (18) months by the voting membership and each shall hold office for eighteen (18) months unless s/he shall sooner resign, or shall be removed, or otherwise disqualified to serve.

Section 5. Special Appointments.
The Elected Officers may appoint such other officers (non-voting) as the affairs of the Civic Association may require, each of whom shall be a Regular Member, hold office for such period, have such authority and perform such duties as the Elected Officials may, from time to time, determine.

Section 6. Resignation and Removal.
Any Officer may resign at any time by giving written notice to the President and Secretary. The acceptance of the resignation shall not be necessary to make it effective. Any Civic Association Officer or Officers may choose to disapprove the resignation and may Motion for an Executive Meeting regarding the resignation. The Executive Meeting shall determine the status of the resignation. Apart from any Motion for an Executive Meeting, such resignation shall take effect on the date of receipt of the notice or at any later time specified therein. Regarding removals, any Civic Association Officer or the entire Board of Officers may be removed, with or without cause, by a majority of the full voting membership. Officers may challenge a removal by Motioning for an Executive Meeting regarding the removal, or in the case of an entire Board being removed, by motioning for an Executive Session of the full membership. The Executive Meeting or Full Membership Session shall determine the validity and status of the removal.

Section 7. Vacancies.
A vacancy in any of the appointed positions may be filled by appointment or reappointment by the elected Officer responsible for the oversight of the vacant position. If such circumstances exist, the Regular Member appointed to a vacancy shall serve for the remainder of the term of the officer s/he replaces. A vacancy in any of the elected positions may be filled by election only. The Elected Official shall serve for the remainder of the term of the office s/he has been elected to.

Section 8. Multiple Offices.
Not more than two (2) offices may be held by the same person who may cast one (1) vote per office.

ARTICLE IX – Meetings

Section 1. Regular Meetings.
Regular meetings of the Middletown Village Civic Association shall be held monthly on the second (2nd) Monday at such place and hour as may be fixed by a resolution of the Officers. The meeting should be of duration so as not to exceed one (1) hour in length. Shall have the Official Minutes transcribed and filed by the Secretary and a Minutes Summary prepared by the Secretary for the membership’s access.

Section 2. Executive Meetings and Full Membership Sessions
Executive Meetings of the Officers or Sessions of the Full Membership shall be held when called by the President or Membership Advocate of the Civic Association, or Motioned for by a Civic Association Officer or Officers to be called for by the President or Membership Advocate, after not less than three (3) days notice to each Officer. These Executive Meetings and Sessions should be of a duration of thirty (30) minutes not to exceed forty five (45) minutes.

Section 3. The order of business to be followed at the meetings of the Civic Association shall be determined by the President.

Section 4. The Middletown Village Civic Association shall establish a majority of a number of Officers [currently six (6)] as a quorum for the transaction of business. Every act or decision done or made by a majority of the Officers at a duly held meeting at which a quorum is present shall be regarded as the act of the Officers.

Section 5. All Officers shall attend all meetings in which they function and shall not absent themselves from such meetings without just cause.

ARTICLE X – Dues

Section 1. Application for membership shall be made on the standard Civic Association authorization form. The Officers shall make appropriate application forms available to membership applicants who desire to make cash payment of dues to the Treasurer for recording.

Section 2. The dues of the Middletown Village Civic Association shall be as provided in the Constitution of the Middletown Village Civic Association. The annual dues of a Regular Member shall be in the amount of $x.oo per applicant payable to the Treasurer at the monthly meeting following the installation of the elected and appointed Officers. And as an option, the dues may be payable to the Treasurer in the amount of $x.xx by the last day of each month whichever plan is convenient for the applicant. Each Regular Member shall be responsible for ensuring the timely payment of his/her membership dues.

Section 3. The dues of the Middletown Village Civic Association may be increased, to accommodate any added expenditure determined as necessary, in accordance with the voting membership.

Section 4. Regular Members whose dues are not paid within ninety (90) days after such dues are payable shall be automatically suspended. Re-instatement can only take place upon a full payment of the outstanding balance or in accordance with a plan worked out with the Treasurer. Once the member is current they will be restored to full Regular Membership along with its corresponding privileges.

ARTICLE XI – Income and Disbursement

Section 1. Sources of income of this non-profit Civic Association shall be from the monthly dues, donations, grants and other proper and lawful sources. When such income is received, it shall be promptly deposited by our Treasurer in the bank holding our account and recorded in the Treasurer’s ledger and the Civic Association ledger.

Section 2. All authorized, proper and lawful expenditures shall be made from the funds of this Civic Association through checks drawn and signed by the President, Treasurer or any of the registered Officers (4) on the account.

ARTICLE XII – Constitutional Amendments
This Uniform Middletown Village Constitution shall be subject to amendments at Civic Association Meetings and the amendments may be enacted by the Civic Association with the approval of two thirds (2/3rds) of the voting membership present. This enactment will then be subject to review at the next Civic Association Meeting after which the Constitution will be amended.

ARTICLE XIII – Civic Association Bylaws
The voting membership of this Civic Association shall formulate the bylaws of this Civic Association. However, such bylaws shall be effective only after written confirmation, composed by the Secretary, of the approval of the voting membership has been submitted to the President for acknowledgement who will then return it to the Secretary to add to the Constitution for the purpose of updating the Constitution.

ARTICLE XIV – Savings Clause
The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation of Law of the State of Delaware. The Corporation and this Constitution is not to be arbitrarily dissolved by any individual Officer or group of elected Officers. The Corporation is to remain in its purpose pursuant to the Laws governing Corporations in the State of Delaware.
If any provisions of this Constitution is declared invalid or is rendered inoperative by any competent authority of the executive, judicial or administrative branch of a state or federal government, the Board of Directors, as listed in the Certificate of Incorporation, shall have the authority to suspend the operation of such provision during the period of its invalidity and to substitute in its place a provision which will be in accord with the intended purpose of the invalid provision.


This copy represents the Lawful, Official, Ratified Constitution/Bylaws of the Middletown Village Civic Association, Inc. prepared by the MVCA, Inc. Board Director.

About our association

A Brief History Of The MVCA

The Middletown Village Civic Association began around March 1999 as one of two (2) organizations stemming from the Middletown Village Maintenance Corporation Civic Association Block and Child Watch Meetings (MVMCCAB&CW). From this inception, a resident, on Monday, June 7, 1999, distributed an announcement to the, then new and still being developed, community of Middletown Village, that called the community together to organize a block watch and permit residents to express their concerns about our Middletown Village quality of life, to a representative of the Middletown Village Maintenance Corporation. At that meeting, more residents expressed a desire to have a means (organization) to represent residents' concerns and issues as well as be a voice for the community at Middletown Town Council Meetings. So this small group of concerned residents joined together and, shortly thereafter, another flyer distribution was done calling the community of Middletown Village together on July 5, 1999, to meet with both, Mr. L. Vincent Ramunno, of the Middletown Village Maintenance Corporation, to discuss residential matters, and Officer Wayne Anderson, of the New Castle County Police Department, to receive block watch information and training. That one small group of concerned residents realized that our community needed a representative organization, to advance community and homeowners' concerns, because our community was to, eventually, be turned over to Middletown which would render the Maintenance Corporation inoperable. So it was that small group of concerned residents who endeavored to found a homeowners' organization and incorporate it as the Middletown Village Civic Association.

Our Growth And Status

The Middletown Village Civic Association registered with the Internal Revenue Service as a 501( c)(4), non-profit, tax exempt organization in May 2000. In April 2001, the Middletown Village Civic Association filed for and became incorporated as the Middletown Village Civic Association, Inc. organization. From there, the organization has had seven (7) administrations being: the Celli Administration, which was the first, in 1999; the Donahue Administration in 2000; the August Administration in 2001; the Gruenwald Administration, which was the first elected administration, in 2002; the Smolin Administration in 2004; the Love Administration in 2005 thru 2007; and the Ong Administration in 2008; which was the seventh bringing us to our current Boland Administration.

Community Support

Both Middletown Village residents' representative organizations are run by volunteers and organized so as to serve ALL Middletown Village residents. Both organizations are structured so as to represent the diversity of our community and not to be easily taken over by any "special interests" person or assemblage of persons. Conducting effective and purposeful organizations is not by any means an easy task and both organizations deserve the support and participation of all Middletown Village neighbors. Without your support and participation, your representative organizations will be unable to help you improve the quality of life for ALL Middletown Village residents. Remember respected neighbors, "In Unity There Is Strength" and "An Injury To One, Is An Injury To All." (Middletown Village Constitution/Bylaws)