DIVIDING CREEK ASSOCIATION 

BY LAWS

Article I - NAME AND LOCATION

1.1 The name of the Corporation shall be Dividing Creek Association, Inc. All references to "Corporation" herein shall mean the Dividing Creek Association, Inc.

1.2 The principal office of the Corporation shall be located within Northumberland County, Virginia.

Article II - PURPOSES

2.1 The purpose for which the Corporation is formed is to protect the environment and the quality of natural resources and to enhance and preserve the character of the Dividing Creek Area in the best interests of its residents, property owners and the public and any and all services that the Board of Directors sees fit. The Corporation is organized exclusively for educational and scientific purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Article III - MEMBERSHIP

3.1 Residents

All residents within the Dividing Creek area of interest are eligible for membership in the Corporation. At the discretion of the Board of Directors, members may be required to pay an initial membership fee or annual dues, or both.

Article IV - OFFICERS AND AGENTS

4.1 Number and qualifications

The voting members of the board officers shall consist of a President, Vice President, Treasurer, Secretary, and Immediate Past President.

4.2 Nomination

The Nominating/Board Development Committee shall present a slate of officers for the coming year for vote by the membership at the annual fall meeting.

4.3 AUTHORITY AND DUTIES OF OFFICERS

4.3.1 President

The President of the Board is responsible for convening meetings and general oversight of board activities. The President appoints the Nominating/Board Development Committee.

4.3.2 Vice President

The Vice President shall serve with the expectation of assuming the role of President. In the event of the absence or disability of the President, the Vice President shall have all the authority and duties vested in the President.

 4.3.3 Immediate Past President

The Immediate Past President serves on the Nominating Board Development Committee and serves as a resource to the President. The Immediate Past President serves a one-year term of office.

4.3.3 Secretary

The Secretary of the Board shall ensure that proper notice is given for meetings, and is responsible for recording and distributing minutes of meetings. In the absence of the Secretary, the President shall appoint a person to act as Secretary at a particular meeting.

4.3.4 Treasurer

The Treasurer shall prepare the financial reports to the Board, receive and make deposits, file the annual tax exempt forms, and make disbursements up to $500. Disbursements over $500 require the co-signature of the Board President. At the end of the term the Treasurer shall deliver to the successor all books, monies, and other property of the Corporation then in his or her possession.

4.4 Compensation of Officers

Officers of the Corporation shall serve without compensation.

4.5 POWERS & DUTIES OF THE BOARD OF DIRECTORS

4.5.1 General Powers

The business and affairs of the Corporation's properties and funds shall be vested in its Board of Directors, except as otherwise provided in the nonprofit corporation law of the Commonwealth of Virginia, the Corporation's Articles of Incorporation, or these Bylaws.

4.5.2 Duties

The Board of Directors is charged with two (2) primary duties: the Duty of Care and the Duty of Loyalty.

Duty of Care requires board members to act (1) in good faith; (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) in a manner the director reasonably believes to be in the best interests of the Corporation.

Duty of Loyalty requires board members to pursue the Corporation's best interest, whether over money or politics. The Duty of Loyalty prohibits a director from engaging in self-dealing unless there is full disclosure to the board and the transaction is clearly in the corporation's best interest.

4.6 Election, Terms and Term Limits

Each board member shall be elected at an annual meeting by the members present to serve a three-year term. The term is once renewable such that a board member may serve two (2) consecutive three-year terms. Board members shall be divided into three classes to achieve a staggered rotation of terms.

4.6.1 Eligibility for Renewal

A board member who has completed two (2) consecutive terms shall remain off the Board for one (1) full year before being considered for board membership again. At this time, the former board member turned candidate is eligible to serve two (2) consecutive terms again.

4.7 ATTENDANCE

4.7.1 In order to uphold the Duty of Care, it is expected that board members attend all regularly scheduled board meetings.

4.7.2 A board member who misses three (3) consecutive meetings, unless excused, shall be deemed to have resigned. The minutes should note any excused absences.

4.8 NOMINATING/BOARD DEVELOPMENT

4.8.1 Board members may be reviewed and proposed by a Nominating Board Development Committee appointed by the President/Chairman of the Board. When selecting candidates for presentation to the board, the Nominating Board Development Committee shall give consideration to expertise, needs of the committees, demographics of the board, and other factors as deemed appropriate in addition to the candidate's commitment to the mission of the Corporation.

4.8.2 To ensure that prospective board members are fully prepared to assume their duties, board members shall receive copies of the following materials:

(1) the purpose or mission statement of the Corporation, (2) the Articles of Incorporation, (3) the Bylaws, (4) the most recent Treasurer's report, and (5) a list of current board members with complete contact information and committee designations.

4.8.3 Upon election to the Board, new members shall have the opportunity to participate in a board member orientation.

4.9 RESIGNATION AND VACANCIES

4.9.1 Resignations

A board member may resign at any time by providing written notice to the President or Secretary.

4.9.2 Board Vacancies

A director elected to fill a vacancy due to resignation shall be elected for the unexpired term of the predecessor. Vacancies may be filled at any time by the affirmative vote of a majority of the remaining directors then in office, even if it is less than a quorum.

 Article V - COMMITTEES OF THE BOARD

5.1 The creation of committees shall be recommended by the Board. Committees in addition to those listed below may include: membership, water quality, road cleanup, spring and fall event planning, program committee, resource development, public relations, and others as deemed necessary by the Board. The President of the Board may appoint committee chairs. The President of the Board may designate an ad hoc committee to carry out special projects within certain time parameters.

5.1.1 Committee Chairs

The committee chair holds the responsibility for convening meetings and ensuring that communication is upheld with the Board. The President of the Board shall appoint the committee chair.

5.1.2 Nominating Board Development Committee

The President of the Board shall appoint the Nominating/Board Development Committee. The Nominating/Board Development Committee shall recruit, interview, and present candidates for election to the Board at the annual fall meeting of the Board.

5.1.3 Audit Committee

The Audit Committee shall ensure that the financial reporting is in compliance with current statutes. The Audit Committee shall ensure that an annual audit is completed and that all tax forms are filed. Reports of the auditors and copies of tax forms shall be readily available to board members.

Article VI - ADVISORY COUNCIL

6.1 An Advisory Council may be appointed at the discretion of the President to offer special expertise in the business, legal, or environmental aspects of the mission of the corporation. The Advisory Council has no governing authority but represents interested parties who have demonstrated expertise or knowledge of matters of concern, but who may not be able to serve on a governing board for various reasons.

Article VII - MEETINGS

7.1 Annual Meeting

The annual meeting of the membership shall be held in the fall. The members shall receive notice of the meeting at least thirty days prior to the meeting. The members in attendance at the annual meeting shall constitute a quorum for conducting business.

7.2 SPECIAL MEETINGS

7.2.1 The President may call a special meeting of the Board whenever deemed necessary or when requested to do so by three (3) or more directors. Notice of a special meeting of the Board shall be provided in writing to each board member at least seven (7) days in advance of the meeting.

7.2.2 A special meeting of the membership may be called by the Board of Directors or at the request of two-thirds (2/3) ofthe members. Notice of the meeting shall be sent by postal mail or email to the members at least thirty (30) days prior to the meeting. The members in attendance at a special meeting shall constitute a quorum for conducting business.

7.3 Regular Meetings

The Board of Directors shall meet no fewer than four (4) times, including an annual meeting.

7.4 Definition of Membership Meeting and Board Annual Meeting

The annual meeting of the membership shall be in the fall. The purpose of the membership meeting shall be to elect board members. The purpose of the Board annual fall meeting is to set the calendar of meetings for the coming year, and any other business as set forth before the Board.

7.5 Meeting Notification

The Board of Directors shall set the schedule of meetings for the coming year. The schedule of meetings shall serve as proper notice.

7.6 Rules of Order

Meetings shall be guided by specific parliamentary procedure as adopted by the Board of

Directors.

7.7 QUORUM AND VOTING

7.7.1 Meeting quorum

A quorum exists if two-thirds (2/3) of the members of the board are present for a meeting.

7.7.2 Voting

Each member of the Board shall have one (1) vote. An action may be passed by the Board at a meeting through an affirmative vote by the majority of those present.

Article VIII - INDEMNITY OF OFFICERS AND DIRECTORS

8.1 Each person now or hereafter a director or officer of the Corporation (and his or her heirs, executors and administrators) shall be indemnified by the Corporation to the fullest extent permitted by the laws of the Commonwealth of Virginia (See Va. Code Ann. § 13.1-702) against all claims, liabilities, judgments, settlements, costs and expenses, including all attorney's fees, imposed upon or reasonably incurred by him or her in connection with or resulting from any action, suit, proceeding or claim to which he or she is or may be made a party by reason of his or her being or having been a director or officer of the Corporation (whether or not he or she is a director or officer at the time such costs or expenses are incurred or imposed upon him or her), except in relation to matters as to which he or she shall have been finally adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his or her duties as such director or officer.

8.2 The Corporation has the authority to indemnify an officer or director if 1) he conducted himself in good faith, and 2) he believed in the case of conduct in his official capacity with the Corporation, that his conduct was in its best interests; and in all other cases, that his conduct was at least not opposed to its best interests; and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.

If the determination as to whether a director or officer was guilty of gross negligence or willful misconduct is to be made by the Board, it may rely as to all questions of law on the advice of independent counsel. Such right of indemnification shall not be deemed exclusive of any rights to which an officer or director maybe entitled by any bylaw, agreement, vote of members, or otherwise. The Corporation shall have the authority to purchase suitable policies of indemnification insurance on behalf of its officers, directors, or agents, the premiums for which may be paid out of the assets of the Corporation.

Article IX - CONFLICTS OF IN1EREST

9.1 Conflict Defined

A conflict of interest exists when the interests or activities of any director, officer may be seen as competing with the interests or activities of the Corporation; or the director, officer derives a financial or other material gain as a result of a direct or indirect relationship.

9.2 Disclosure

Any conflict of interest shall be disclosed to the Board of Directors by the person who has the conflict. When the conflict relates to a matter requiring action by the Board of Directors, that person shall not participate in the discussion nor vote on the matter, but his or her presence may be counted if it is necessary in order to achieve the quorum.

Article X - ACCOUNT BOOKS AND MINu1ES

10.1 The Corporation shall keep correct and complete books and records of account and financial statements and shall also keep minutes of the proceedings of its Board of Directors and Committees. All books and records of the Corporation may be inspected by any director, or his or her accredited agent or attorney, for any proper purpose at any reasonable time. The Secretary will keep the minutes in a minute book. In accordance with the IRS laws, the minutes will be made available to the public upon request. Additionally, the minutes will be emailed to all the Board of Directors to review, so at the next meeting, the Board can agree to their accuracy.

Article XI - FISCAL YEAR AND AUDIT

11.1 The fiscal year of the Corporation shall be January 1 though December 31, inclusive. After the close of each fiscal year of the Corporation, financial transactions of the Corporation for the preceding fiscal year shall be reviewed by certified public accountants, as directed by the Board of Directors, and a report of the review shall be made to the Board of Directors within ninety days after the close of the fiscal year.

Article XII - LOANS TO DIRECTORS AND OFFICERS

12.1 No loans or advances may be made by the Corporation to any of its directors or officers.

Article XIII - DISSOLUTION

13.1 The Corporation shall be dissolved upon a vote of three-fourths of the members. Upon dissolution the assets of the Corporation will first be used to satisfy any debts of the Corporation. Any remaining assets will be distributed in accordance with IRS regulations pertaining to dissolution of501(c)(3) organizations. The Board of Directors, by majority vote, shall determine the recipient of these remaining assets

Article XIV - AMENDMENT TO BYLAWS

14.1 These Bylaws may be amended or repealed in whole or in part by a two-thirds (2/3) vote of the active members present and voting at any special or regular meeting of the Corporation, provided that thirty (30) days notice of the proposed amendment or repeal be given in the call for such meeting. Proposed amendments must be submitted in writing to the Board prior to the meeting in which the vote is to be held.

BYLAWS CERTIFICATE

The undersigned certifies that he/she is the Secretary of Dividing Creek Association, Inc., a Virginia nonprofit corporation, and that, as such he/she is authorized to execute this certificate on behalf of said Corporation, and further certifies that the foregoing Bylaws, consisting of seven (7) pages, including this page, constitute the Bylaws of the Corporation as of this date, duly

                                                                                                                                                     adopted by the directors of the Corporation at their _____________________________________________________ _

meeting, as amended from time to time prior to the date hereof.

Dated: