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Constitution and By-Laws of
Windsor Hill Civic Association


North Charleston, South Carolina USA


(Established April 08, 1997)


Section 1  The name of the organization shall be the Windsor Hill Civic Association, Incorporated.

Section 2  The purpose of the Association shall be to promote the safety, advance the interest of and foster the excellence of Windsor Hill Subdivision of Dorchester County, South Carolina as a place of residence; to represent the homeowners of the subdivision in negotiations in matters affecting all or a significant group of homeowners; and to represent the homeowners in negotiations with county, state or local governments pertaining to the overall welfare and best interests of the subdivision and its association of members and residents.


Section 1  Qualifications: Only persons, firms, or companies owning real property in the Windsor Hill Subdivision shall be eligible to become a member. Where two or more persons are the joint owners of real property in Windsor Hill Subdivision or a couple, they shall be considered as a single member with one (1) vote. Any corporation owning real property in Windsor Hill Subdivision, shall be considered a single member with one (1) vote for each property. Only members in good standing shall be entitled to vote. Whenever a member shall cease to own real property in Windsor Hill subdivision, such member shall automatically be dropped from the roll of the Association.

Section 2  Members: A member shall have no vested right, interest or privilege of, in, or to the assets, functions, affairs or franchises of the corporation, or any right, interest or privilege which may be transferable or inheritable, or which shall continue after the membership cease, or while he/she/it is not in good standing.

Section 3  Manner of Admission: Every person or entity who acquires title to any real property in Windsor Hill Subdivision is eligible to become a member of the Association, subject to and bound by its Charter, By-Laws, rules and regulations.

Section 4  Associate Membership: Tenants residing within the Windsor Hill Subdivision can become Associate members of the Association upon payment by the homeowner of yearly dues to the Windsor Hill Parkway Association. Tenants will pay yearly dues to the Windsor Hill Civic Association for membership. Associate members may not hold elective office but may hold appointive office and serve on committees in pertinent matters. Associate members may vote in the General Election.

Section 5  Benefits, Rights, Duties, and Responsibilities: All benefits, rights, duties, and responsibilities of membership, as determined by the membership and made effective by vote of a majority of members, accrue to any regular or associate member except as modified by Article II, Section 4.

Section 6  Termination of Membership: Whenever any member shall cease to have all the qualifications necessary for admission to membership in the Association, then such membership shall terminate.

Section 7  Member in Good Standing: A member is in good standing when all Windsor Hill Parkway Association and Windsor Hill Civic Association charges, late charges, liens, or judgements are paid in full and not declared delinquent.


Section 1  Executive Officers: The Executive Officers of the Association shall be a President, Vice-President, Secretary, and Treasurer. They will be the administrative body of the Association. The President and other officers shall be elected annually by the Board of Governors, hereafter sometimes referred to as the Board. They shall take office immediately after the election. The election of officers will take place at the first regular meeting after the election of the new Board members with both the outgoing and incoming members entitled to vote.

Section 2  The President: The President shall be the Chief Executive Officer (CEO) of the corporation and shall perform such duties as may be assigned by the Board. He or she shall be an ex-officio member of all committees. The President shall attend all meetings of the Board of Governors and in case of a tie vote the President can cast a tie breaking vote.

Section 3  The Vice-President: The Vice-President shall have such power and perform such duties as may be assigned by the President or the Board of Governors. In case of the absence or the disability of the President, the duties of that office shall be performed by the Vice-President. The Vice-President vacancy shall be temporarily filled by the Board of Governors until an election can be held. The Vice-President will act as Membership Chairman and Information Director for the Association. As Membership Chairman the Vice-President shall issue a copy of the Constitution and By-Laws to new members.

Section 4  The Secretary: The Secretary shall keep the minutes of all proceedings for all joint meetings with the Executive Officers and the Board. He/she shall in general perform all the duties incident to the office of Secretary, subject to the control of the President or the Board. The Secretary shall be responsible for all correspondence of the Association.

Section 5  The Treasurer: The Treasurer shall have the duties of establishing and controlling the checking account, collecting all dues, and shall receive all revenues of the Association from every source and deposit same. The Treasurer shall pay all monies for which appropriation has been made and shall issue receipts for all cash monies received. Two signatures will be required on all checks issued, with Treasurer, President, and Vice-President on the signature card. A set of approved books shall be maintained and shall be open for audit. The Treasurer shall render a report at every meeting. He/she shall perform such other duties as may from time to time be assigned by the President or the Board, and if required by the Board shall obtain a bond for the faithful discharge of the duties in such sum as the Board may require. The Treasurer shall notify the Vice- President upon receipt of dues from a new member so the Vice- President can issue a copy of the Constitution and By-Laws.


Section 1  Number of Members: The business and affairs of this corporation shall be managed by a Board of Governors, which shall consist of seven members. In the event there are new subdivisions developed, the number of the members on the Board of Governors shall be increased to include a Board Member from the new section at such time as the new section has more than twenty (20) homes which are occupied.

Section 2  Chairman of the Board: The Board of Governors shall select from their number, a Chairman of the Board who shall act as the liaison between the Board and the President.

Section 3  Regular Meetings: The Board shall meet for the transaction of business at such place as may be designated from time to time.

Section 4  Special Meetings: Special meetings of the Board of Governors may be called by the President or by four members of the Board for any time and place, provided reasonable notice of such meetings shall be given to each member of the Board before the time appointed for such meetings.

Section 5  Quorum: The Governors shall act only as a Board and the individual Governors shall have no power as such. A majority of the Governors for the time being in office shall constitute a quorum for the transaction of business, but a majority of those present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice until a quorum be on hand. The act of a majority of the Governors present at any meeting at which there is a quorum shall be the act of the Board of Governors, except as may be otherwise provided by law. The By-Laws of the Association may be suspended upon the majority vote of the Governors and the majority of members president at the meeting.

Section 6   Order of Business: The Board of Governors may from time to time determine the order of business at its meetings.

Section 7   Terms of Members of the Board: Members of the Board of Governors shall be elected to serve for two years. To provide continuity within the Board, normally four members will be elected one year, and three members the next. However, should vacancies occur during the year for any cause, the next election held will be for that number required to bring the Board to its authorized strength of seven. They shall be elected by the members in good standing so as to take office at the start of the fiscal year.

Section 8   Ex-Officio Members of the Board: The outgoing President shall be requested to remain, when his/her term has expired, as an ex-officio member, with no voting privileges, for a period of one year.

Section 9   Annual Report: The Board of Governors, at the Annual Meeting listed below, shall submit to the members of the Association and its property and shall submit also an account of the financial condition transactions of the year-to-date.

Section 10   Resignation: Whenever a Board member is unable to perform his/her elected duties by virtue of transfer, health, conflict of interest, or other cause, such member should submit a letter of resignation to the Board citing the reason.

Section 11   Vacancies in Board: Whenever a vacancy in the membership of the Board shall occur, the remaining members of the Board shall have the power, by the majority vote, to select a successor Governor to serve the unexpired tern of the vacancy.

Section 12   Removal from the Board: Should a Board member have three (3) unexcused absences from the monthly Board meetings during the calendar year, that member shall be asked to resign from his/her position from the Board by a majority vote of the quorum of the Board. A Board member is required to call in advance the Chairman of the Board or the President if he/she is unable to attend a meeting.

Section 13   Compensation: All Board members serve without compensation for their services. Those expenditures made by any member of the Board at the direction of the Board are reimbursable by the Homeowners' Association and require that the Board member retain and turn in to the Board's Treasurer all receipts relative to the expenditure.

Section 14   Complaints: The Board of Governors will be responsible for reviewing and documenting complaints from the subdivision representatives. Upon receiving a complaint, three members of the Board will go to the address and access the complaint with pictures and documentation. The Board shall call a meeting and address the problem and if they justify the complaint the complaint shall be forwarded to the President. The President will determine the validity of the complaint and rule on the finality of the complaint. The Secretary will mail a certified letter to the owner with a copy of the violation, restriction, or compliance. The owner shall have five days upon receiving the letter to correct the problem(s). The Board members will then return to the address five days later to see if the problem still exists. If not corrected the Dorchester Office of Nuisance will be informed of the violation. If that office cannot handle the problem then the Windsor Hill Civic Association will place a judgement against the home. The owner of the home in violation will be responsible for all court costs endured for not following the covenants and restrictions of Windsor Hill Civic Association.

Section 15   Tenants: If the property is occupied by a tenant, a certified letter will also be mailed to the property management office for violations.

Section 16   Representation: Each subdivision will have two representatives to receive complaints and submit those to the Board of Governors. It is preferred to receive those complaints in writing. Anonymous complaints will be accepted. Please remember these complaints are for those violating the Covenants, and restrictions of Windsor Hill Civic Association. All other problems are to be referred to the Dorchester Sheriff's Department.


Section 1   Annual Meetings: There shall be a annual meeting of the members of the corporation at such place as may be designated on the second Tuesday in November of each year at 6:30 p.m., if not a legal holiday under the laws of the State of South Carolina. If it is a legal holiday, then the meeting will be on the next succeeding business day, for the transaction of such business as may come before the meeting. No notice shall be required for such meeting.

Section 2   Special Meetings: Special meetings of the members of the corporation shall be held whenever called by the Board of Governors or by the holders of at least ten memberships in good standing. Notice of each special meeting, stating the time, place, and in general terms the purpose or purposes thereof, shall be sent by mail to the last known address of all members at least ten days prior to the meeting.

Section 3   Quorum: At any meeting of or election by the members of the corporation, a quorum shall consist of those members in good standing attending or voting, either in person or by proxy. and a majority in amount of such quorum shall decide any questions that may come before the meeting or of the election. This is not meant to include those questions, which are specifically mentioned in the restrictions of the corporation as needing the vote of a majority of all homeowners of record. At least ten percent (10%) of the members must be present at any meeting to constitute a quorum.

Section 4   Proxy: Every member in good standing may cast one vote either in person or by proxy, for each lot owned in fee simple by that particular member solely or jointly, or by the corporation owning the lot or lots of which he/she/it is a stockholder and the number thereof. Absentee ballots may be obtained from the Secretary one month before the election meeting. These must be returned to the Secretary prior to the election meeting. Every member in good standing may cast a vote, either in person or by proxy, for each lot owned.


Section 1   Annual Windsor Hill Civic Association dues will be fixed each year by the presiding Officers and approved by the Board of Governors. Payment is due by the thirty first (31st) day of October each year. Persons acquiring home ownership on or after the first (1st) day of November who wish to join the Association shall make a prorated payment for the remainder of the fiscal year. Membership shall be received on an annual payment only. Receipts will be issued on all payments.

Section 2   Written notice shall be given by the Treasurer before the first day of February to each member stating that dues are payable on or before March 31.


The Board of Governors shall not be liable or responsible for the destruction or the loss of or damage to the property of any member or the guest of any member, or visitor, or other persons.


Section 1   Standing committees shall be: Yard of the Month, Hospitality, Newsletter, Historian, Architectural Review, Area Improvement.

Section 2   The area of responsibility for each standing committee are as follows:

Yard of the Month:   Check homes in each subdivision weekly and the last Wednesday of each month award the Home of the Month for the most attractive lawn environment in that subdivision.

Hospitality:   To welcome new members of our community to the neighborhood. Offer our assistance and inform them of the Association and its goals.

Newsletter:   To submit a bi-monthly newsletter to inform all members of new and old business the Association has.

Historian:   Be responsible for recording the Association's progress and development which will include pictures.

Architectural Review:   Be responsible for reviewing any external construction plans to make sure they comply with restrictions.

Area Improvement:   Review areas in our neighborhood that may need extra help for improvement, (cleanup, litter, signs, etc.).


All meetings shall be conducted in accordance with Parliamentary Law, Robert's Rule of Order (Revised). At all meetings of the Association, the order of business so far as the character and nature of the meeting will admit shall be as follows:

1.   Reading of the minutes of the last meeting and of special meeting held subsequent thereto.

2.   Introduction statements, questions and answers of special speakers and guests.

3.   Report of the Treasurer.

4.   Report of Board of Governors through Secretary.

5.   Report of Committees, standing and special.

6.   Unfinished Business.

7.   Amendments to By-Laws and Constitution, if any.

8.   New Business

9.   Election (if fall quarterly meeting).

10.   Set date for next meeting and adjournment.


The Association may be dissolved at any time with the written consent of not less than two-thirds of its members. After all obligations have been fully discharged, its property and assets shall be contributed to a charitable organization to be selected by the Board of Governors at the time of dissolution.


Section 1   This constitution may be amended by a two-thirds vote of members present and voting at a regular or special meeting called for the purpose, however, the proposed amendments must be embodied in the call for such meeting and mailed to each member at least two (2) weeks prior to the date of said meeting.

Section 2   No amendment to the Constitution and By-Laws adopted by the Association shall be effective until it has been approved by the Board of Governors of the Windsor Hill Civic Association.

[End of document]

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