Our Bylaws

BYLAWS

OF

WALNUT COVE MEMBERS ASSOCIATION, INC.

(amended and restated through December 12. 2024)

ARTICLE I. NAME AND PURPOSES

SECTION 1. NAME-- The name of the organization shall be Walnut Cove Members Association, Inc., hereafter called "the WCMA".

SECTION 2. PURPOSES— The purposes of the WCMA are to support and enhance our Western North Carolina community by working with and funding deserving local charitable organizations in which members are actively involved, and scheduling events to enhance social interaction among members.

SECTION 3. OFFICES-- The principal office and registered agent of the WCMA shall be located in Arden, North Carolina.

ARTICLE II. NON-PROFIT STATUS

The Board of Directors (hereafter called "the Board"), shall conduct all corporate acts in accordance with the North Carolina Nonprofit Corporation Act ("Act") and with all state and federal laws and regulations which may be necessary to obtain and maintain tax exempt status.

ARTICLE III. MEMBERS

SECTION 1. GENERAL RIGHTS-- The number, classes, qualifications, rights, privileges, dues, fees, responsibilities, and the provisions governing the withdrawal of members shall be determined by the Board.

SECTION 2: ELIGIBILITY FOR MEMBERSHIP- Any individual seeking membership or seeking to maintain membership shall:

a. Own real estate in the Cliffs of Walnut Cove or have previously owned real estate in Walnut Cove and continues to be a member in good standing at the Cliffs Club at Walnut Cove, or,

b. Be members in good standing by virtue of an honorary Club Membership, and

c. Have paid the WCMA dues as established by the Board.

Upon satisfying the above noted conditions, the individual shall be a non-voting member of the WCMA. Such membership shall be renewable at the end of each calendar year and shall not be transferable.

ARTICLE IV. BOARD OF DIRECTORS

SECTION I. GENERAL POWERS-- The property, business, and affairs of the WCMA shall be overseen by the Board in accordance with these Bylaws. The Board shall be responsible for overall policy and direction of the WCMA. Specific powers of the Board include but are not limited to:

a. defining the mission and objectives of the organization;

b. selecting the persons for leadership roles including Committee chairs;

c. raising the funds required to meet the WCMA goals and objectives;

d. reviewing and approving the WCMA budget, financial affairs, and grants;

e. submitting a survey annually to the membership.

SECTION 2. NUMBER AND QUALIFICATIONS--The number of directors shall be at least 7 and not more than 11 provided, however, that the immediate past Board Chair may be added to this number for a period of one year or until another past Board Chair is elected. Said past Board Chair will be as a non-voting Board member unless his/her vote is required to break a tie vote of the other Board members. Directors shall be actively involved through serving on committees, attending events, and providing financial support.

SECTION 3. NOMINATION AND ELECTION-- The Chair of the Board shall appoint a Nominating Committee which shall be responsible for producing a slate of candidates for election to the Board in accordance with such policies and procedures as the Board may by resolution establish. The nominating and election process shall, to the extent feasible, seek gender balance on the Board. The Board, by majority vote at a meeting at which there is a quorum, shall approve and elect such nominees that it chooses in its absolute discretion.

SECTION 4. APPOINTED DIRECTORS-- In the event of a vacancy on the Board, the remaining Directors at a meeting at which there is a quorum, may appoint a person to fill the vacancy for the remaining term of the person whose departure created the vacancy.

SECTION 5. TERM OF OFFICE-- Directors shall serve a two year term of office with a limit of two consecutive two year terms. Any director who has termed off after two consecutive terms is eligible for re-election after a minimum of a two year absence from the Board. The Directors, by majority vote, shall have the authority to allow an exception to the limit of four consecutive years of service for a Director who is serving as an officer of the Board. A term of office shall begin on the first day of the year following the Directors election.

SECTION 6. QUORUM-- One half or more of the Directors then in office, whether attending physically or electronically, shall constitute a quorum for the transaction of any business. If at any Board meeting there is less than a quorum present, a majority of those present may elect to adjourn the meeting until a quorum is obtained.

SECTION 7. MEETINGS-- Meetings of the Board shall be held at least four times a year and such additional times as may be determined by Board resolution. Notice of a meeting must be given to each Board member by the Board Chair or Vice Chair at least one week in advance of the meeting by any usual means of communication. Any Director may waive notice of a meeting. The attendance by a Director at a meeting shall constitute a waiver of notice of such meeting.

SECTION 8. COMPENSATION-- There shall be no compensation paid for service as a Director, an officer, or member, except by resolution of the Board, such persons may be reimbursed for expenses reasonably incurred.

ARTICLE V. OFFICERS

SECTION 1. DESIGNATION OF OFFICERS-- The officers of the WCMA shall be a Chair of the Board, a Vice-Chair of the Board, a Secretary of the Board, and two Co-Treasurers of the Board.

SECTION 2.-- ELECTION AND TERMS-- At the year-end meeting each year, the Board shall elect from among the ensuing year's Directors all such designated officers for the ensuing year.

SECTION 3. OFFICERS DUTIES-- 

CHAIR-- The Chair shall chair all meetings of the Board, serve as liaison with the Committees, facilitate and coordinate the Board's duties and perform such other responsibilities as provided in these bylaws or as may be directed by the Board.

VICE-CHAIR-- The Vice-Chair shall have such powers and perform such duties as the Board or Chair may delegate and shall chair meetings in the absence of the Chair.

SECRETARY--- The Secretary shall keep, or oversee the keeping, of minutes of all meetings of the Board, including all votes and resolutions adopted, the recording of all corporate documents and records, and all such other duties as the Board may prescribe.

CO-TREASURERS -- These officers shall, in a coordinated fashion, oversee the custody of all funds, securities, and assets of the WCMA and oversee the WCMA's tax filings. Either one or both of them shall provide to the Board at each meeting an accurate accounting of the WCMA's receipts and disbursements and perform such other duties as the Board may prescribe.

SECTION 4. SURETY-- The Board by resolution, may acquire a bond of the faithful services of the Co-Treasurers.

ARTICLE VI. COMMITTEES

Many of the duties of the WCMA will be performed by Committees. All Committees shall have a Committee Chair appointed and approved by the Board. Committee Chairs shall report on the Committees activities at Board meetings as may be requested by the Board.

The Committees shall be as follows: (1) a Membership Committee, (2) an Events Committee, (3) a Weekend of Giving Committee, (4) a Communications Committee, (5) a Grants Committee, (6) a Volunteerism Committee, and (7) such other committees, either standing or ad hoc, as the Board may elect to create.

The Board may, in its sole discretion, create an Executive Committee comprised of the officers of the Board. If an Executive Committee is created it shall have all such powers as authorized by the resolution creating it.

ARTICLE VII. INDEMNITY

In accordance with North Carolina General Statutes Section 55A-8-60, any person serving as a director or officer of a nonprofit corporation shall be immune from civil liability for monetary damages, so long as such person was acting within the scope of his or her official duties, was acting in good faith, did not commit gross negligence, or engage in willful or wanton misconduct. Accordingly, the WCMA will not provide indemnification or indemnification insurance for its directors or officers.

ARTICLE VIII. CONTRACTS, LOANS, AND DEPOSITS

All funds of the WCMA shall be deposited to accounts in its name in such banks, brokerage firms, or such other depositories as the Board shall select.

No loans shall be contracted on behalf of WCMA unless authorized by the Board. 

ARTICLE IX. FISCAL YEAR

The fiscal year of the WCMA shall begin on the first day of January and end on the thirty first of December in each year.

ARTICLE X. MISCELLANEOUS PROVISIONS

Section 1. Activities of the WCMA-- No part of the activities or funds of the WCMA shall be directed or devoted to political activity. The WCMA shall not participate in or intervene in any political campaign or on behalf of any candidate for public office.

Section 2. Dissolution and Distribution of Assets-- The WCMA may be dissolved and its assets and liabilities liquidated in such manner as the Board shall resolve, provided that upon dissolution, after payments of all debts, no part of the remaining assets may be distributed to any director, officer, or member but shall be distributed as the Articles of Incorporation direct in accordance with such laws and regulations as may be applicable. Any distribution must be to another 501(c)(3) organization, or to United States, state or local government, for a public purpose. 

ARTICLE XI. AMENDMENTS

These Bylaws may be amended or repealed and new Bylaws adopted by the Board at any regular or special meeting called for such purpose.