Bristol Highlands Improvement Association (BHIA) By-laws
Revised and Adopted – 3/18/2017
Name / Mission
The title of this corporation shall be “The Bristol Highlands Improvement Association,” (BHIA).
The principal office of this corporation shall be located at 68 Mulberry Road in the Bristol Highlands, Bristol, Rhode Island.
The objects and purpose of the corporation is to function as a neighborhood association by promoting the general welfare and advancing the interest of, and the improvement of the Bristol Highlands, located in the Town of Bristol, State of Rhode Island and for social and literary purposes.
The seal of the corporation shall have inscribed thereon the name of the corporation, the year of its creation, and the words, “Bristol, Rhode Island.”
Section 1 – Annual Meeting
The annual meeting of the corporation shall be held on the third Saturday in March at 68 Mulberry Road, Bristol, RI, for the election of Officers, and the transaction of other such business as may come before the meeting. The order of business shall be:
1. Reading of the minutes of the last Annual Meeting and Secretary’s report.
2. Report of the Treasurer.
3. Report of the Committee Chairmen.
4. Report of the Special Committees.
5. Report of the President.
6. Proposed budget for the Current Fiscal Year plus a 5 year Improvement and Maintenance Plan for long term expenditures.
7. Unfinished business.
8. Report of the Nominating Committee.
9. Election of Officers and Board of Directors.
10. New business.
Section 2 – Special Meetings
Special Meetings may be called by the President at any time, and shall be called by the Secretary upon the request of the President or of the Board of Directors.
Section 3 – Notice of Meeting
Written notice of all annual and special meetings, and the object of the meeting, shall be given at least seven (7) days before such meeting by email, using the latest email address provided by the member to the secretary. Those members without valid email addresses shall be notified by U.S. Mail post prepaid, addressed to each member at his address, as shown on the books of the corporation, or by delivering the same to the member personally. The Secretary shall be responsible for notifying the membership. Notice of meetings shall also be posted on the BHIA website but this will not constitute written notice.
Section 4 – Quorum
At all the meetings of the corporation, twenty (20) Family or Lifetime members shall constitute a quorum for the transaction of all business.
Section 5 – Vote
Each family membership and each life membership shall be entitled to one (1) vote in person or by written proxy. A proxy vote cannot count toward a quorum.
Section 6 – Meeting Conduct
Roberts Rules of Order shall be used as a guide for conducting meetings.
The Officers of the corporation shall consist of a President, Vice President, Secretary, and Treasurer. No person shall hold more than one of the above offices concurrently. They shall not be entitled to any compensation for their services.
Board of Directors
Section 1 – Number
The Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, and seven (7) other members of the corporation, plus the immediate past president who shall serve as a member of the Board for a period of one year.
Section 2 – Meetings and Quorum
The Directors shall hold meetings as required and when necessary. Meetings to be at the call of the President, or any three members of the Board so requesting, and the Secretary shall issue a call for the meeting accordingly. At all meetings of the Board, a majority of the voting Directors shall constitute a quorum for all purposes.
Section 3 – Powers and Duties
The Directors shall have the responsibility of the general management of the corporation.
Election and Term of Office
The Officers and Directors of the corporation shall be elected at the Annual Meeting of the corporation. In case of failure to elect at the meeting at which they should be elected, then they may be elected at any special meeting called for that purpose. The President, Vice President, Secretary, and Treasurer shall hold their offices until the next Annual Meeting and until their successors are elected and qualified. Two (2) Directors shall be elected for a term of three (3) years at each Annual Meeting. All vacancies shall be filled by the Board of Directors until the next Annual Meeting or special meeting, whichever comes first.
Section 1 – President
The President shall appoint the chairmen of the standing committees: Beach, House, Tennis, Social, Nominating Committee, Historian, and such other committees as may be necessary. The President shall preside at all annual and special meetings of the corporation. In his absence, the Vice President shall preside, and in the absence of both, a presiding officer shall be chosen for the corporation.
Section 2 – Secretary
The Secretary shall keep a true and faithful record of the proceedings of the corporation and shall perform such other duties as may be incumbent on that person. The Secretary shall maintain the official role of the membership.
Section 3 – Treasurer
The Treasurer shall receive all moneys belonging to the corporation, giving receipts for same, and pay out no funds except under the authority of the Board of Directors. He shall have the custody of the corporation seal, also all moneys, securities and evidence of title. The Treasurer shall report at the Annual Meeting and at other such times as the Board of Directors may request. The Treasurer shall keep a regular set of books of the account of the corporation and all moneys which pass through his hands. The corporation books shall be audited annually by a committee appointed by the President. In case of absence, disability, or refusal of the Treasurer to act, the Board of Directors may elect an assistant Treasurer who may, during the continuance of such absence, disability or refusal to act, exercise all the powers and perform all of the duties of the Treasurer.
Section 4 – Nominating Committee
A nominating committee of not less than three (3) members (one of whom will be a past president) shall be appointed by the President sixty (60) days before the Annual Meeting. This committee will submit its recommendations to the membership as part of the notice of the Annual Meeting as required in Article II, Section 3.
Section 5 – Chair Responsibilities
All committees shall be appointed by and report to the BHIA Board of Directors.
Section 1 – Class of Membership
The following shall be the classes of membership in the BHIA:
Family Membership: hall include one or more adults and all members of their family owning, leasing, and/or residing in the same residence, which shall be in the membership area.
Life Membership: Any individual who shall have been a continuous member of the BHIA for forty years or more and who shall have been active in the affairs of the association. Continuous membership shall be determined from the records of the BHIA Treasurer, or by records provided by the member judged to be adequate by the Board.
Honorary Membership: Shall be given at the discretion if the Board of Directors with all rights and privileges, but with no voting privileges.
Associate Membership: Present member’s offspring, who do not live in the Highlands membership area, may become an Associate Member for one-half (1/2) of regular yearly membership. This nonvoting membership entitles the Associate and immediate family to beach front use only. If a current Associate Member moves into the Highlands membership area and desires a Family Membership, the customary initiation fee will be waived.
Section 2 – Eligibility for Membership
Any individual property owner or resident of the Highlands membership area as described in Section 3 of this Article can be invited to membership in the corporation upon a majority vote of the Board of Directors. Any applicant shall be considered a member upon payment of an initiation fee and current dues as described in this Article.
The number of Full and Associate Memberships shall be limited to one hundred fifty (150). If membership is at capacity a waiting list will be maintained and as eligible openings occur waiting members will be added.
Section 3 – Membership Area
The Bristol Highlands area shall be generally described as being bounded on the East by the Children’s Grove and the rear of the lots on the east side of Acacia Road, bounded on the West by the shoreline, and bounded on the North and South by stone walls and running generally East and West at the ends of Ridge Road and certain other streets in the neighborhood.
A copy of the map covering the official Bristol Highlands area shall remain in the custody of the Treasurer of the corporation.
Families currently on the membership roles and who reside outside the membership area may remain in the association as nonvoting members so long as they continuously remain a paid-up member and receive the annual unanimous approval of the Board of Directors.
Section 4 – Initiation and Dues
In addition to annual dues, an Initiation Fee equal to 50% of annual dues shall apply to all new Family Memberships.
Any Family Membership terminated by written request and in good standing may apply to the Board of Directors for readmission if they meet all requirements of this section and shall pay their current dues and a readmission fee of 25% of the current annual dues.
The level of dues will be recommended annually by the Board of Directors and will be submitted to the membership at the Annual Meeting for approval. Upon approval by the membership, the Treasurer will prepare and send out bills within two weeks. All dues shall be paid in full by May 15, or 30 days from the date the bills are mailed, whichever is later, in order to be considered an active member of the Bristol Highlands Improvement Association. Highland’s privileges, including Beach, House, Social, Tennis, etc. shall not be extended in the event that dues remain unpaid. If the balance remains unpaid by July 1st, membership may be terminated, and the ex-member will be required to pay the readmission fee, annual dues, and any other assessments assessed in the interim.
Section 5 – Termination of Membership
Membership in the BHIA shall cease under any of the following conditions:
1. Resignation by written notice to the Secretary. 2. Nonpayment of any dues as described in Article VII, Section 4 – Initiation and dues. 3. Any other reason by vote of the membership at a corporation meeting.
The BHIA properties, including the tennis court, beach, and community house and lot are intended for the enjoyment of the membership. All current members are entitled to the use of these facilities. Each property has an assigned Chairperson who is responsible for scheduling and providing access to their property. These properties are not intended to be used toward commercial gain. All member activities which utilize the properties and are advertised to the general public must receive Board of Directors approval at least 14 days in advance of the event.
Section 2 – Beach
The enclosed area south of the dock and directly west of the beach is designated for swimming only, with no boating allowed. Boating between the dock and the raft shall be restricted so as not to interfere with swimmers. The area to the north side of the dock is designated for boating only, with no swimming allowed.
The parking lot is for the exclusive use of BHIA members.
The beach lot is for the use of members and their families. Guests of members must be accompanied by members at all times. Beach privileges are not construed to regularly extend to relatives and others who live beyond the limits of the Highlands area.
The beach attendant, at the direction of the Beach Committee chairman and the BHIA Officers, is directly responsible for maintaining these and other regulations set forth by the Board for the management of the beach.
These By Laws may be amended at any annual or special meeting at which there is a quorum present and a two-thirds vote of those present for the amendment to take effect, provided that a notice of the proposed amendment shall have been sent to each member of the association at least one week before the date of such meeting.
Limitation on Spending
Any single expenditure exceeding $10,000 required to repair or improve existing facilities or for the creation of new facilities, will require the Board of Directors to gain approval of the membership before initiating such action.
The Bristol Highlands Improvement Association Endowment Fund is a restricted fund established for the purpose of self insuring all uninsured assets of the corporation. Prior to making expenditures from the Fund, the Board of Directors must gain approval of 2/3 of the membership present (or represented by proxy) at an annual or special meeting convened in accordance with Article 2 of these by-laws. If the Fund should exceed 125% of the estimated replacement value of uninsured assets, overages may be diverted to the operating accounts of the association. The Endowment Fund will be maintained by the Board of Directors and must be invested in products insured by the FDIC or short term money market mutual funds comprised of US Treasuries. The Fund will be funded through special events, donations, bequeaths, and so forth.
Revised: 18 MARCH 2017