CHARLESTOWNE NEIGHBORHOOD ASSOCIATION
CONSTITUTION AND BY-LAWS
(Updated by the Board and approved by the CNA Membership March 9, 2020)
ARTICLE I NAME AND FISCAL YEAR
The name of this eleemosynary association shall be the Charlestowne Neighborhood Association, hereinafter referred to as “the Association.” The fiscal year of the Association shall be the calendar year.
ARTICLE II PURPOSE
The purpose of the Association is to give the residents of the geographical area hereinafter described a concerted voice when considering the matters that concern the peace, tranquility and orderly well being of this historic neighborhood.
ARTICLE III RULES OF ORDER
Robert’s Rules-of-Order, latest edition, shall be recognized as the authority governing the Association, Board of Directors and all committee meetings.
ARTICLE IV MEMBERSHIP AND DUES
Membership shall be open to all residents, 18 years of age or older, of that area of the City of Charleston south of Broad Street.
Annual dues shall be as set by the Board of Directors and shall be due and payable before the annual meeting. Any member whose dues are current is a voting member of the Association. Each voting member shall be entitled to one vote. Proxy voting is prohibited.
ARTICLE V MEETINGS
There shall be at least five (5) general membership meetings during year, namely in the months of January, March, May, September and November, with the November meeting being the annual meeting. The dates, times and places of said meetings shall be set by the Board of Directors. Special membership meetings may be called by the President, a majority of the Board of Directors or by a Petition to the Board of Directors signed by at least fifteen (15) members of Association in good standing. A request for a special membership meeting having been made as above provided, the said meeting shall be held within thirty (30) days of notice to the Board of Directors. A minimum of five (5) days notice shall be given to the membership of all regular and special membership meetings. A quorum at all membership meetings shall be ten (10%) of the membership.
ARTICLE VI BOARD OF DIRECTORS
- The Board of Directors shall be the governing body of the Association, and, as such, shall exercise all powers and privileges of the Association subject only to this Constitution and By-Laws and any specific direction taken by the membership given at a regular or special meeting.
- The Board of Directors shall be composed of a minimum of twelve (12) and a maximum of fifteen (15) members, elected at the annual meeting, who shall be chosen so as to represent as nearly as possible each section of the area. Any vacancy that occurs on the Board during the year for any reason may be filled by the Board of Directors from among the membership of the Association to fill the unexpired term.
- The term of office of the members of the Board of Directors elected by the membership shall be three (3) years. Approximately one-third of the Board shall rotate off the Board each year and that number of new members shall be elected.
- No member of the Board of Directors elected by the membership to a three-year term shall be eligible for another term until he has rotated off the Board for one year. However, a member of the Board who is scheduled to rotate off may serve a one (1) year term as an officer, then rotate off the Board. The Board shall meet monthly from September through June, or as set by the Board. Special Board meetings may be called by the President or by at least three (3) members of the Board.
- The Board of Directors shall receive at its meetings any member of the Association who has made a request to appear before the Board to give information or to cite a problem. The Board of Directors shall address the problem to a study committee and/or take other action that it deems necessary.
- A quorum of the Board shall be a majority of its members.
- The President and Vice President shall be elected by the Board of Directors from the members of the Board.
- The Secretary and Treasurer shall be elected by the Board from the membership of the Association.
- The President shall select all committee chairs, who shall choose the members of their respective committees subject to the approval of the Board. The Board may disestablish a committee when it has fulfilled its purpose.
ARTICLE VII OFFICERS
- Officers of the Association shall consist of a President, Vice-President, Secretary and Treasurer. These officers shall be elected each year at the December Board meeting. The President and Vice-President may serve two one-year terms. The Secretary and Treasurer, though elected for one-year terms, may serve an unlimited number of terms.
- Officers shall continue to serve until their successors have been elected.
ARTICLE VIII NOMINATIONS/ELECTIONS
The President shall appoint a nominating committee prior to the annual meeting. The nominating committee shall submit a complete slate of nominees for new members of the Board and this slate shall be submitted to the membership at the annual meeting.
Other nominations may be made and seconded from the floor. When there are more candidates than vacancies on the Board, the election shall be by paper or some other form of secret ballot and those nominees receiving a majority of those voting shall be elected. There will be run-off elections until all directors are elected by a majority vote.
ARTICLE IX DUTIES OF OFFICERS
- The President shall preside at all meetings of the membership and of the Board, and shall be an ex-officio member of all committees, except the nominating committee. The President shall be the chief executive officer of the association, and, subject to the Board’s control, shall supervise all of the assets, business and affairs of the association. The President may sign deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the association or are required by law to be otherwise signed or executed by some other officer or in some other manner. The President shall act as official spokesperson for the association. In general, the President shall perform all duties incident to the office of President and such other assigned duties pursuant to the Bylaws.
- The Vice-President shall substitute for the President in any case in which the President is unable to serve.
- The Secretary shall keep the minutes of all meetings, both membership and board. He shall keep the records of the Association and give notices of all regular and special membership meetings.
- The Treasurer shall receive, hold and disburse all funds of the Association. He shall keep a list of the members and notify the membership committee of all changes. He shall keep accounts of all monies received and disbursed and render to the annual meeting an annual report of receipts and disbursements together with an audit of the same. All checks shall be signed by any of the following: President, Vice-President and Treasurer, or as set by the Board, except that any check exceeding $300.00 shall be signed by any two (2) of these officers.
ARTICLE X COMMITTEES
The Chair of each committee shall be responsible for notices of committee meetings being given to the committee members and shall give reports, as necessary, to the Board of Directors of actions taken by his respective committee.
A. Standing Committees may include, but are not limited to:
- City Services, Streets, Traffic and Parking
This Committee shall monitor the quality of city services, the condition of streets, the impact of traffic, and the impact of parking on the area, and make recommendations to the Board.
- Tourism Committee
This Committee shall monitor the impact of all forms of tourism on the residential neighborhood, in particular carriage, bus and walking tours, and the newest form of tourism, cruise ships.
- Crime Prevention and Police Protection
This Committee shall study crime prevention and police protection as it pertains to our neighborhood and make recommendations to the Association for such measures as it deems proper.
- Membership and Communications Committee
This Committee shall maintain a complete list of the membership, and endeavor to increase membership. The Committee shall also be responsible for establishing and maintaining communications with all members.
- Parks and Playground Committee
This Committee shall monitor the use of the parks and playgrounds and work to ensure proper maintenance and improvements of these facilities for the benefit of the inhabitants of the area and of the community, and of visitors to the City.
This Committee shall study the tax situation as it applies to our neighborhood and make recommendations both short and long range.
- Zoning and Architectural Review Committee
The Zoning and Architectural Review Committee shall have the duty of keeping members of the Association abreast of current zoning laws and regulations and any proposed changes or amendments to them and any legislation affecting the interests of the Association. For that purpose members of this committee shall attend the meetings of the City Planning and Zoning Commission, the Zoning Board of Adjustment, and the Board of Architectural Review and make recommendations to the Board as necessary.
- Cruise Ship Task Force
This committee shall monitor issues affecting the neighborhood originating from the presence and business of cruise ships including, but not limited to, pollution, traffic related to the operation of cruise ships, and location(s) of a terminal(s) for loading and unloading passengers, and shall make recommendations to the Board as necessary.
B. The President and/or the Board may also appoint such ad hoc committees as he deems necessary, subject to the approval of the Board.
ARTICLE XI AMENDMENTS
This Constitution and By-Laws may be amended at any regular meeting of the membership by a majority vote of those present and voting provided that the membership shall be given written notice, at least ten (10) days prior, that changes to the By-laws will be proposed and voted on at the meeting. A copy of any proposed changes to the By-laws will be included in that written notice.
ARTICLE XII RESIDUAL ASSETS
In the event of dissolution of this Association, any and all assets of the Association shall be turned over by the Board to an organization which is itself exempt under Section 501(c)(3) or 501(c)(4) of the Internal Revenue Code.
ARTICLE XIII INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES
Any person (including the heirs, executors, administrators, estates, legatees, or devisees of such person) who was or is a party or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including any action or suit by or in the right of the Association to procure a judgment in its favor) by reason of the fact that (a) he is or was a director, officer, employee, or agent of the Association or (b) he is or was serving at the request of the Association as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise or employee benefit plan, shall be indemnified by the Association, if, as and to the fullest extent authorized by the laws of the State of South Carolina, against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding. The indemnification provided by this item and by the laws of the State of South Carolina shall not be deemed exclusive of any other rights to which any person indemnified may be entitled under any bylaw, articles of incorporation, agreement, vote of members or disinterested directors, or otherwise, but the invalidity of this sentence shall not affect the other provisions hereof.
Motions passed by the CNA Board:
A motion was passed at the March 8, 2011 Board meeting to support a summarized petition, asking the SPA to sell the Union Pier property to private developers and move the proposed cruise terminal to the Columbus Street Terminal.
Motions passed by the CNA Membership:
A resolution was passed at the January 10, 2011 Membership meeting calling for regulation of the cruise ship industry, to include size and number of ships, pollution (prohibiting the discharge of gray or black water, garbage, and the burning of garbage incinerators within 12 miles of shore) and other mitigation, as well as a mandate that redevelopment of the Union Pier property be consistent and compatible with historic downtown neighborhoods.
A motion was passed at the March 14, 2011 Membership meeting to endorse the summarized petition, asking the SPA to sell the Union Pier property to private developers and move the proposed cruise terminal to the Columbus Street Terminal.
A motion was passed at the March 14, 2011 Membership meeting to create a Cruise Ship Task Force and appoint Steve Gates, Randy Pelzer and Margot Rose to serve.
January 10, 2011:
As a neighborhood directly impacted by the planned Cruise Ship Terminal and the redevelopment of Union Pier, Charlestowne Neighborhood Association (CNA) adopts the following resolution:
It is resolved that CNA requests the state and local entities:
1) REGULATION – regulate the cruise industry as it does with all the other businesses in the City, in this case by the Tourism Commission; and
2) SHIPS AND SIZE – adopt legally enforceable laws limiting the number of cruise ships to two (2) ships per week, each ship no larger than those currently visiting Charleston; and
3) POLLUTION – adopt laws prohibiting the discharge of gray or black water, garbage, and the burning of garbage incinerators within 12 miles of shore; and
4) OTHER MITIGATION – study the laws of other cruise ports and adopt laws for Charleston to achieve the highest standards in this country to mitigate the effects of cruise visits, including noise abatement, use of onshore power and garbage servicing, idling restrictions on service vehicles, and highest quality fuel in the harbor; and
5) UNION PIER – mandate the redevelopment of the Union Pier property consistent and compatible with historic downtown neighborhoods.
CNA shall take appropriate action to achieve the resolutions above and to effectively protect the interests of its members and preserve the unique character and livability of our historic neighborhood, which is the basis for our thriving tourist industry.
January 16, 2018:
On January 16, 2018, the CNA Board passed the following resolution to encourage the newly formed Groundswell to continue its work toward it’s stated goals. Click on link to review resolution: