BYLAWS OF THE EARLEWOOD COMMUNITY CITIZENS ORGANIZATION (ECCO)

Article I

Name and Offices.

Section 1. Name. The name of the organization is the Earlewood Community Citizens Organization, hereinafter referred to as ECCO. ECCO was established in May of 1979. 

Section 2. Offices. The principal office of the corporation shall be located in Columbia, South
Carolina.

Section 3. Definition of Earlewood Community. The definition and boundaries of the Earlewood community shall be defined as the area falling within the following geographic boundaries:

(a) Western Boundary: From the CSX Railroad near the beginning of Lindsay Street, along with Richfield and Lucius Road, to the west bank of the Broad River running east to west, but excluding the area known as Canal Place & Laurel Hill.

(b) Southern Boundary: From the CSX Railroad near the beginning of Lindsay
Street to the center of North Main Street.

(c) Eastern Boundary: From the centerline of North Main Street at the CSX
Railroad overpass to the intersection of North Main Street and Sunset Drive, running south to north.

(d) Northern Boundary: From the centerline of Sunset Drive at the intersection of Sunset and North Main to the west bank of the Broad River running east to west.

Article II

Charitable Purpose

Section 1 Purpose. The purpose of ECCO is to maintain and enhance the Earlewood neighborhood and surrounding neighborhoods, while striving to enhance the quality of life of the residents who live, work, and worship therein; to plan and promote community events designed to assist residents with education, recreation, and safety; to develop closer cooperation among members of the community; to foster community pride; to serve as a conduit for information to residents about city services and other items of community interest and concern; and to do such things as will tend to improve conditions for neighborhood residents, community-oriented businesses, and residents of the City of Columbia and Richland County.

Article III

Members

Section 1. Qualification. Membership in ECCO is open to any adult (18 years or older) residing, owning property, or owning a business in the Earlewood Community, or any resident of the City of Columbia and/or Richland County who supports the charitable purpose of ECCO.

Section 2. Dues.  

(a)    Members are required to pay dues annually.  Each member’s membership period will run for one year from the date of payment of dues.  Members who do not renew their membership will be considered inactive members.

(b)    Amount. Amount of dues shall be set annually by a majority vote of the Executive Council.  

(c) Transfer of Membership. Membership in this corporation cannot be transferred or assigned.

Section 3. Rights. Any Member, who is current on dues, shall have the right to nominate and vote on the election of Executive Council Officers, attend all Executive Council meetings, and attend all General, Special, and Annual meetings.

Article IV

Board of Directors

Section 1. Name. The Board of Directors will hereinafter be referred to as the Executive Council in all ECCO documents and meetings.

Section 2. Members. The Executive Council will consist of 12 voting members, which will include the elected President, Vice-President, Secretary, Treasurer, and Member-at-Large, the chairs of the seven standing committees, and as a non-voting member, the Immediate Past President.

Section 3. Authority. The government of ECCO, the management of its affairs and the regulation of its procedures, except as otherwise provided in these Bylaws, shall be vested in the
Executive Council.

Section 4. Quorum. A majority of the voting members of the Executive Council shall constitute the minimum number needed to constitute a quorum for the transaction of business at an
Executive Council Meeting.

Section 5. Meetings. 

(a)    Executive Council meetings shall be held at a minimum six times annually.

(b)    Notice. Notice of dates of all Executive Council meetings will be given at the Annual Meeting in October.

Section 6. Annual Meeting. 

(a)     There shall be an Annual Meeting on the third Thursday of October at 7:00 pm.

(b) Purpose. The purpose of the Annual Meeting will be to elect Officers in even-numbered years, present and discuss the annual program of action, review planned annual budget, and other actions as deemed necessary.

Article V

Executive Council Officers

Section 1. Officers. The Executive Council Officers will consist of an elected President, Vice-
President, Secretary, Treasurer, and Member-at-Large.

Section 2. Duties. The duties of ECCO's officers are as follows:

(a) Duties of the President. The President shall direct and coordinate the affairs of
ECCO, shall preside at all General Meetings of ECCO, shall represent the officially adopted positions of ECCO to outside entities, and shall perform such duties as may be directed by the Executive Council or by an adopted motion made at any General Meeting.

(b) Duties of the Vice-President. The Vice-President shall perform the duties of the President in case of the President's absence, or upon the request of the President. The Vice-President shall also serve as parliamentarian at General Meetings and Executive Council meetings.

(c) Duties of the Secretary. The Secretary shall keep an accurate record of the minutes of Executive Council and General Meetings of ECCO and account for such minutes in such form that will allow open review by membership when requested. The Secretary will also provide copies of minutes of Executive Council and General Meetings for approval at the next Executive Council or General meeting. In case of absence, the Member-at-Large shall perform the duties of the Secretary. This officer shall conduct such correspondence as may be necessary.

(d) Duties of the Treasurer. As custodian of all moneys of ECCO, this officer shall prepare an annual budget and keep full and accurate records of all receipts and disbursements. The Treasurer shall make a complete report on the membership and financial standing of ECCO at each General Meeting. This officer shall close ECCO books as of June 30 of each year, file the necessary information with the Internal Revenue Service and the South Carolina Department of Revenue, and provide on a timely basis all books and records for examination by auditors. 
(e) Duties of the Member-at-Large. The Member-at-Large shall perform the duties othe Vice-President, Secretary, or Treasurer in case of absence, or upon the request of one of these officers, until such time as a new officer has been elected or the officer resumes his or her duties.

Article VI

Terms of Office, Nominations, and Elections

Section 1. Term of Office.

(a) Officers. Each Officer shall serve a two-year term. If an Officer should die, resign or be removed in the manner provided for in Section 1(c), below, a new Officer will be elected by the general membership in a special election for the unexpired portion of the term as stipulated in Section 3(c) below.

(b) Removal of Officer. Any Officer may be removed on the affirmative vote of a two-thirds majority of the members of the organization present at a Special Meeting called for this purpose, whenever, in their judgment, the best interest of ECCO will be served by this action.
(c) Officer’s Right to be Heard. Any Officer who has been voted on to be removed shall have the right to present his or her case to the membership. At that time, the membership shall vote and the decision shall be made by a two-thirds majority of the members present.

Section 2. Nominations. The Nominating Committee will identify a slate of proposed officers and present them to the members at the Annual Meeting in October for the purpose of election.  Nominations for office will also be taken from Active Members from the floor at the Annual Meeting. Prior to election, each candidate shall have agreed to serve if elected.

(a) Balloting. All elections shall be conducted by secret ballot.  A candidate shall be duly elected by receiving a majority of the votes cast for his or her office.

(b) Special Elections In the event of death, resignation, or removal from office, with the exception of the Presidential Office, which the Vice-President will automatically fill, the Nominating Committee will convene immediately upon a vacancy to identify at least one candidate to fill the vacancy. The Nominating Committee's recommendation will be announced at the next General Meeting and nominations will be taken from the floor. At the conclusion of nominations, a secret ballot will be taken to fill the vacant office if there is more than one person
nominated, otherwise the sole candidate will assume the office by acclamation.  There shall be no Special Election other than at a General Meeting.  The newly elected Officer will assume the duties of office at the conclusion of the meeting and will serve out the remainder of the term of office. 

Article VII

Meetings of Members

Section 1. Annual Meeting. The Annual Meeting will be held to, at a minimum, elect Executive
Council Members and Officers every other year.

(a) Date and Time. The Annual Meeting will be held on the third Thursday of each
October at 7:00 pm.

(b) Notice. The date, time, and location of the Annual Meeting will be posted on signs throughout the Earlewood community at least one week prior to the meeting.  Additionally, the date and time will be included in the newsletter, which is delivered at a minimum biennially.

Section 2. General Membership Meetings. There shall be no less than four General Meetings of the membership each year.

(a) Date and Time. The General Meetings will be held on the third Thursdays of January, April, and July at 7:00 pm.

(b) Notice. The date, time, and location of all General Meetings will be distributed at the Annual Meeting. Additionally, signs advertising the date and time of the General Meetings will be posted throughout the Earlewood community at least one week prior. The date and time will also be included in the newsletter, which is delivered at a minimum quarterly.

Section 3. Special Meetings. The Executive Council by majority vote or ten Active Members through petition to the Executive Council may call a Special Meeting to handle business of a special and time sensitive nature that cannot wait until the next General Meeting. 

(a) Date and Time. The date, time and location of a Special Meeting shall be determined by a majority vote of the Executive Council.

(b) Notice. Signs advertising the date, time, and location of Special Meetings will be posted throughout the Earlewood community at least one week prior to the Special Meeting.

Article VIII

Committees.

Section 1. Chairs of Committees. Chairpersons of the standing committees shall be elected by the officers no more than thirty (30) days after the Election of Executive Council Officers at the
Annual Meeting every other year. Chairpersons shall serve a two year term as indicated and shall hold office until his or her successor has been duly elected, or until his or her death, or until he or she shall resigned or shall have been removed in the manner provided for in Section 14, below.

Section 2. Standing Committees. ECCO shall have a Communication Committee, Election Committee, Nominating Committee, Grants Committee, Membership Committee, Police and Safety Committee, and Zoning, Committee. Committee Chairs recruit the members of their respective committees, with the exception of the Nominating and Election Committees whose members are elected by the members of the Executive Council. Standing Committee Chairpersons are elected by the officers, shall serve a two year term of office, and hold office until his or her successor(s) has been duly elected by the recently-elected Officers. 

Section 3. Election Committee. This committee shall be responsible for conducting ECCO elections in accordance with Article VI, Section 3, above. The committee members shall be neither elected officers nor candidates for office.

Section 4. Nominating Committee. This Committee shall select and nominate a slate of officers as candidates for office to stand for election in accordance with Article VI, Section 2, above.
None of the Nominating Committee members will be current office holders or candidates for office.

Section 5. Communication Committee This Committee is responsible for the ECCO web site. The chairperson of this Committee shall be the newsletter editor and the final arbiter on all editorial decisions. The Communication Committee will be responsible for the publication of at least two newsletters annually and other special editions as directed by the Executive Council or the membership. The Committee shall actively encourage members of the community to submit articles for publication.

Section 6. Grants Committee. This Committee shall be responsible for the application and submission of grant materials for funding of identified community activities.

Section 7. Zoning Committee. This Committee shall be responsible for reviewing zoning changes, Design Protection Area issues, and other forms of development that affect the Earlewood neighborhood; presenting them to the Executive Council and the membership; developing comments on them in consultation with the Officers; attending the Board of Zoning Appeals (BOZA), Design Development Review Commission (DDRC), and other meetings where these issues will be discussed; and present the official position of ECCO to the pertinent board, commission, etc. The Committee shall also carry out other duties as assigned by the Executive Council.

Section 8. Safety and Police Committee. This Committee shall be responsible for conducting the Safety and Crime Prevention monthly meeting held before each General Meeting,
developing and maintaining good relations with the police and safety officers and other
such activities that improve safety and reduce crime in Earlewood.

Section 9. Committee Funding. Committee Chairpersons will submit to the Executive Council, through the Treasurer, a budget request for ECCO funds necessary to conduct the work of their Committee. The Executive Council shall approve these budget requests by a majority vote and direct the Treasurer to distribute approved funds accordingly.

Section 10. Removal of a Committee Chairperson. A Committee Chair may be removed on the affirmative vote of a two-thirds majority of the Executive Council present at a Special
Meeting of the Executive Council called for this purpose, whenever, in their judgment, the best interest of ECCO will be served by this action. Prior to the vote the Committee Chair shall have the right to present their case to the Executive Council. After the Committee Chair has presented his or her case, the Executive Council shall vote on said removal.

Section 11. Committee Chair Vacancies. A vacancy on the Executive Council of a Committee Chair because of death, resignation, removal, disqualification, or otherwise, may be filled by the Executive Council for the remainder of the term. The vacancy shall be filled within 60 days of the vacancy occurring. 

Section 12. Special Committees. The Executive Council may, by a simple majority vote, establish Special Committees of finite duration as necessary to carry out the work of the organization.  Chairpersons of special committees shall not be members of the Executive Council.

Article IX

Contracts, Checks, Deposits, and Gifts

Section 1. Contracts. All Contracts will require signatures from two of the following: President, Vice-President, Treasurer, or Secretary.

Section 2. Checks, Drafts, or Orders. All checks and disbursements over $500 will require the signature of the Treasurer and one of the following: President, Vice-President, or Secretary.  

Section 3. Deposits. All funds of the organization shall be deposited from time to time by the Treasurer to the credit of the corporation in such banks, trusts companies, or other depositories as the Executive Council may select.

Section 4. Gifts.  The Executive Council may accept or deny on behalf of the organization any contribution, gift, bequest, or devise for any purpose of the organization.

Article X

Miscellaneous

Section 1. Parliamentary Authority. Robert's Rules of Order, Newly Revised, shall guide the proceedings of ECCO, except as otherwise provided for in the Bylaws. The Vice-
President of ECCO shall serve as the Parliamentarian for General Meetings, Special
Meetings, and Executive Council meetings.

Section 2. Books and Records. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Executive Council, and committees having and exercising any of the authority of the Executive Council.
All books and records of the corporation may be inspected by any member for any proper purpose at any reasonable time and upon reasonable notice. 

Section 3. Fiscal Year. The fiscal year of the corporation shall be July 1 to June 30.

Section 4. Conflict of Interest Policy. A conflict of interest policy has been adopted by and will be maintained by the Executive Council.

Section 5. Amendments. These Bylaws may be altered, amended, replaced, or new Bylaws adopted, by a two-thirds majority vote of Executive Council.

Article XI

Dissolution

Section 1. Dissolution. Upon dissolution of ECCO, assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code, or shall be distributed to the federal, state, or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes.

Article XII

Governing Law

Section 1. Governing Law. The Corporation shall be organized and operated as a nonprofit public benefit corporation under the applicable provisions of South Carolina law.

Article XII

Severability

Section 1. Validity. In the event any Article, Section, or Heading of these Bylaws is deemed to be invalid, the remainder of the Bylaws will remain in full force and effect.

Adopted on _________________ by The Executive Council.