Mission Statement & By-Laws

Mission Statement

  1. To raise and provide funds for the continued use and maintenance of the Mountain Community Center (MCC) as a center of community functions, classes, and activity.
  2. To raise and provide funds for the maintenance of St. Andrew's Church, the Rectory, cemetery, commuter lot, and all related grounds.
  3. To raise and provide funds for support of secular community organizations using or proposing to use the MCC for educational, arts, performance, and youth activities.
  4. To foster relationships enhancing the quality of life and promoting the welfare of the residents of Shannondale, in Harpers Ferry, WV, and surrounding communities, and between community organizations, other non-profit organizations, public agencies and private interests.
  5. To accomplish all goals and operate in accordance with the policies and procedures of the Episcopal Diocese of West Virginia.

The Saint Andrew's Mountain Community Center Project By-Laws

ARTICLE 1 – NAME

The name of the organization shall be the “Saint Andrew's Mountain Community Center Project” hereinafter referred to as the “SAMCCP”.

ARTICLE 2 – PURPOSE

The purposes for which the SAMCCP is formed are to:

  • To raise and provide funds for the continued use and maintenance of the Mountain Community Center (MCC) as a center of community functions, classes, and activities, inter alia.
  • Undertake repair of the MCC, in consultation and coordination with the Bishop of the Episcopal Diocese of West Virginia or designee.
  • To raise and provide funds for the maintenance of St. Andrew's Church, the Rectory, cemetery, commuter lot, and all related grounds.
  • To raise and provide funds for support of secular community organizations using or proposing to use the MCC for, inter alia, educational, arts, performance, and youth activities.
  • To foster relationships enhancing the quality of life and promoting the welfare of the residents of Shannondale, in Harpers Ferry, WV, and surrounding communities, and between community organizations, other non-profit organizations, public agencies and private interests.
  • To accomplish all goals and operate in accordance with the policies and procedures of the Episcopal Diocese of West Virginia.

ARTICLE 3 – ESTABLISHMENT AND POWERS

Establishment. The SAMCCP is established as a West Virginia non-profit corporation and may not have or issue shares of stock or make distributions.

ARTICLE 4 – MEMBERSHIP

Section 1: Membership Classes. There shall be two voting classes of membership in the SAMCCP.

Section 2: Classes of Membership.

  • Dues-paying Membership. Any individual or representative of an organization subscribing to the aims and purposes of the SAMCCP as set forth herein has the privilege to join the organization as a dues-paying member. The annual meeting of the SAMCCP will set the annual dues required for members. The annual membership dues shall be separate from monies sought in solicitations by the SAMCCP for the maintenance and improvement of the MCC. Voting membership in the organization shall not be a reward for donations to the SAMCCP.
  • Ex officio Membership: In recognition of the ownership of the MCC, two representatives of the Episcopal Church shall be ex officio members of the SAMCCP and Board of Directors with the right to vote and hold office during the pendency of ex officio status. The two representatives shall be the Bishop of the Episcopal Diocese of West Virginia or designee and the Dean of the Eastern Deanery or designee. The ex officio director shall continue to be a director so long as he or she continues to hold the office from which his or her ex officio status derives, and shall cease to be an ex officio director immediately and automatically upon ceasing to hold the office, without the need for any action by the corporation, its directors or its membership.

ARTICLE 5 – MEETINGS

Section 1: Annual Membership Meeting. The SAMCCP shall meet annually each May at date, time and place as the Members may determine at the previous Annual Membership Meeting.

Section 2: Special Membership Meetings.

  • Special Membership Meetings of the SAMCCP may be called at any time by the Chairman. The Chairman shall provide fourteen (14) days notice of a special membership meeting. Notice of the Special Membership Meeting shall set forth the purposes of such meeting.
  • Upon the written request of four or more Members, the Chairman shall call a Special Membership Meeting to be held not more than twenty-one (21) days after the receipt of such request. The request for, and notice of, the Special Membership Meeting shall set forth the purposes of such meeting.

Section 3: Governance. Unless specifically provided for otherwise in these By-Laws, Roberts’ Rules of Order shall generally govern the conduct of all meetings of the SAMCCP. The Chairman will rule on points of order and may consult with any person with knowledge of Roberts’ Rules of Order.

Section 4: Adjournment. Any regular or special meeting of the SAMCCP shall be adjourned to the predetermined date, time and place of the next regular meeting.

Section 5: Quorum.

Unless provided for to the contrary elsewhere in these By-Laws, a majority of the Members of the SAMCCP shall constitute a quorum for the transaction of all business of the SAMCCP.

In the absence of a quorum, a majority of the Members present may, without giving notice other than the announcement of the meeting, adjourn the meeting until such time when a quorum may be present. At any such reconvened meeting at which a quorum is then present, any business may be transacted which might have been transacted at the meeting as originally called.

Section 6: Voting.

Every voting Member of the SAMCCP present in person or in telephonic presence at such meeting shall be entitled to one vote and, except as otherwise provided by law or by these By-Laws, the act of a majority of the Members present in person or in telephonic presence at any meeting at which a quorum is present shall be the act of the SAMCCP.

The voting on all questions at meetings of the SAMCCP shall be by yeas, nays or abstention, except that the election of officers may be conducted by paper ballot.

A Member shall abstain from a vote if a conflict of interest, as defined by law, exists. A Member shall also abstain from voting if the Member states a substantive reason for the abstention.

A list of all voting Members present in person or in telephonic presence at a meeting shall be recorded in the minutes of the meeting.

Section 7: Proxy Voting. Voting by proxy shall not be permitted for any purpose.

Section 8: Notice.

Written notice of the time and place of meetings, along with the agenda, shall be delivered to each Member personally, by first class mail, facsimile or electronic mail, at least fourteen (14) days prior to the date of meetings.

Notice shall be addressed to each member at the physical, facsimile and/or electronic address of record by the SAMCCP. Such notice shall be deemed given at the time when the same shall be deposited in the United States mail, sent by facsimile, and/or sent by electronic mail.

The SAMCCP is not a public body and, as such, is not required to give the public notice of any meetings. Meetings, however, shall be open to the public.

Section 9: Waiver of Notice. Unless provided for in law or in the provisions of these By-Laws, whenever notice is required to be given to the Members under the provisions of these By-Laws or under law, a waiver therein in writing, signed by the person entitled to such notice, whether before or after the time stated therein, shall be deemed to be the equivalent to the giving of such notice and attendance of the person at a meeting shall constitute a waiver of notice, unless such person attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Waiver of notice shall be recorded in the minutes of such meeting.

Section 10: Meetings of the Board of Directors

The meeting rules set forth above apply to all meetings of the Board of Directors, except that a quorum shall be three of the Board of Directors.

The Board of Directors shall meet at least quarterly to ensure the proper administration of the SAMCCP and to execute the policies agreed at the Annual Membership Meeting.

Minutes of the meetings of the Board of Directors shall be kept and be circulated to all members of the SAMCCP.

ARTICLE 6 – BOARD OF DIRECTORS AND OFFICERS

Section 1: Board of Directors.

  • The Board of Directors of the SAMCCP shall consist of five Directors duly elected at the Annual Membership Meeting and two ex officio Directors, namely the Dean of the Eastern Deanery or designee and the Bishop of the Episcopal Diocese of West Virginia or designee.
  • Five standing members constituting the Board of Directors shall include 4 officers and one representative of the MCC User Groups.
  • Directors must be Members, in good standing, of the SAMCCP when nominated, elected, and throughout their one-year term of office
  • Directors shall serve as the executive committee and stewards of the SAMCCP, elect the Officers from among their number, and undertake the necessary administrative duties to maintain the SAMCCP and execute the policies set forth by the Annual Membership Meeting.
  • The non-Officer Directors shall assist the Officers in their tasks and administrative duties, deliberate in Board meetings and vote on matters before the Board.

Section 2: Election of Officers.

  • The Officers of the SAMCCP shall be a Chairman, a Vice-Chairman, a Treasurer and a Secretary
  • The Chairman, Vice-Chairman, Treasurer, and Secretary shall be elected by the Board of Directors immediately after the annual membership meeting.
  • The first election of the SAMCCP Officers shall occur immediately after the adoption of the By-Laws.
  • Terms shall be staggered, with the Chairman serving for three years, the Vice-Chairman Serving for two years, the Treasurer and Secretary serving one year, and no person may serve in more than one office at the same time.

Section 3: Chairman.

  • The Chairman shall be the Chief Executive Officer of the SAMCCP, preside at all meetings of the SAMCCP and the Board, sign the rules and regulations of the SAMCCP, and appoint any committees of the SAMCCP and serve on such committees as an ex officio member.
  • The Chairman shall create meeting agenda and forward to the SAMCCP Secretary for distribution.
  • The Chairman shall be responsible for the annual report prepared by the Board and Officers and presented to the Annual Membership Meeting.

Section 4: Vice-Chairman

  • The Vice-Chairman, in the absence of the Chairman, shall act as and assume the duties of the Chairman.

Section 5: Secretary.

  • The Secretary shall keep the minutes of all the meetings of the SAMCCP; give notice of meetings of the SAMCCP and of the Board and Officers; give notice of adjourned meetings and certify, when necessary, the records, proceedings, documents and resolutions of the SAMCCP.
  • The Secretary shall have charge of the minute records and records of the proceedings of the SAMCCP; maintain a separate record containing the By-Laws, rules and regulations, and resolutions of the SAMCCP, and shall perform such other duties as may be required from time to time by the Board and Officers.
  • The Secretary shall maintain records of all official correspondence of the SAMCCP.

Section 6: Treasurer.

  • The Treasurer shall act under the supervision of the SAMCCP.
  • The Treasurer shall have charge and custody of, and be responsible for, all the funds of the SAMCCP and shall keep, or cause to be kept, accurate and adequate records of the assets, liabilities, and transactions of the SAMCCP.
  • The Treasurer shall deposit, or cause to be deposited, all monies and other valuable effects of the SAMCCP in the name of and to the credit to the SAMCCP in such banks, trust companies, or other depositories as may be designated from time to time by the SAMCCP.
  • The Treasurer shall disburse, or cause to be disbursed, the funds of the SAMCCP based upon proper vouchers for such disbursement or purchases as approved at meetings of the Board and Officers of the SAMCCP or at the Annual Membership Meeting.
  • The Treasurer shall make quarterly reports of the financial status of the SAMCCP to the Board and Officers, and a full accounting of assets, liabilities and transactions of the SAMCCP at the Annual Membership Meeting.
  • The Treasurer shall prepare all tax documents and filings required by law of the SAMCCP and shall submit them to the proper authorities in a timely manner.
  • The Treasurer’s books, accounts and records shall be subject to the inspection of the Members of the SAMCCP as a body at any time. When required or requested by the SAMCCP, an audit shall be undertaken by an independent certified public accountant or accountants as selected by the SAMCCP.

Section 7: Appointments

  • The SAMCCP may appoint or employ persons, who need not be a member of the SAMCCP, to assist the Secretary and/or Treasurer in the fulfillment of their functions and duties.

Section 8: Resignation of Members, Board Members or Officers.

  • Any Member, Board Member or Officer may resign by giving written notice of his or her resignation to the SAMCCP or the Chairman or Secretary of the SAMCCP.
  • Such resignation shall take effect at the time specified in the notice and the acceptance of such resignation shall not be necessary to make it effective.
  • If one or more Officers resign, the Chairman may appoint a Board Member to succeed them for the duration of their term or may call a Special Membership Meeting to elect replacements.

ARTICLE 7 – CONTRACTORS, CONSULTANTS AND EMPLOYEES OF THE SAMCCP

Section 1: Contractors and Consultants. The SAMCCP may contract with such individuals or organizations or engage such consultants as it deems advisable at such compensation and with such duties and for such times as the SAMCCP may from time to time prescribe.

Section 2: Professional and Other Services. The SAMCCP may contract with outside entities, public or private, to perform any duty over which the SAMCCP has an obligation.

ARTICLE 8 – MISCELLANEOUS

Section 1: Fiscal Year. The fiscal year of the SAMCCP shall commence on the first day of January and shall end on the thirty-first day of December.

Section 2: Funds. The funds of the SAMCCP shall be deposited in one or more financial institutions. All checks shall be signed by such persons as the SAMCCP may designate from time to time.

Section 3: Standing and Special Committees. The Members may, by duly adopted resolution, designate standing and/or special committees of the SAMCCP.

Section 4: Ad-hoc Committees and Working Groups. The Chairman may establish ad-hoc committees and/or working groups during the year. The terms of these ad-hoc committees and working groups shall end at the next Annual Membership Meeting unless that Meeting determines, by duly adopted resolution, that the ad-hoc committees or working groups should continue their work for a further year.

Section 5: Contracts. By resolution of the SAMCCP, all agreements, deeds, instruments, contracts, documents, certificates and other writings of the SAMCCP shall be signed by an Officer of the SAMCCP.

Section 6: Telephonic Presence/Voting. Not withstanding anything to the contrary, one or more Members may participate and vote in a meeting of the SAMCCP, the Board and Officers or a Committee of the SAMCCP by means of a conference telephone or similar electronic communications equipment by means of which all persons participating in the meeting can hear each other.

Section 7: Indemnification. The SAMCCP may indemnify an individual who is a party to a proceeding because he or she is a Board Member against liability in the proceeding if:

He or she conducted himself or herself in good faith.

He or she reasonably believed, in the case of conduct in his or her official capacity, that his or her conduct was in the best interests of the corporation and, in all other cases, that his or her conduct was at least not opposed to the best interests of the corporation.

In any situation where Chapter 31E et seq. or successor statute of the West Virginia Code mandates indemnification.

ARTICLE 9 – BY-LAWS

Section 1: Amendments. The SAMCCP shall have the power to make, alter, amend, suspend or repeal By-Laws, in whole or in part, by a vote of not less than half (1/2) of the Board Members of the SAMCCP. Any proposal to amend these By-Laws shall be included with the Notice to Members of the Annual Membership Meeting at which the amendment is proposed.

Section 2: Inconsistency. Whenever a provision of these By-Laws is inconsistent with the policies of the Episcopal Diocese, the policies of the Episcopal Diocese shall be controlling. When a provision of these By-Laws or the policies of the Episcopal Diocese are inconsistent with West Virginia law, West Virginia law shall be controlling.

Section 3: Severability. Whenever a section, subsection, sentence or clause of these By-Laws is adjudged to be invalid, such adjudication shall not affect the validity of the remaining portions of these By-Laws and, to this end, each provision of these By-Laws are hereby declared to be severable.

ARTICLE 10 – DIRECTORS’ CONFLICTING INTEREST TRANSACTIONS.

Section 1: Disclosure. Any perceived or actual conflict of interest shall be disclosed by the affected Board member in writing to the Officers of the Board of Directors as soon as practicable.

Section 2: Viability of Transaction: No contract or transaction between SAMCCP and one or more of its directors or officers, or between SAMCCP and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, is void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board which authorizes the contract or transaction, or solely because any director’s or officer’s votes are counted for the purpose, if:

The material facts as to the director’s or officer’s relationship or interest as to the contract or transaction are disclosed or are known to the Board of Directors, and the Board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the members entitles to vote on the contract or transaction, and the contract or transaction is specifically approved in good faith by vote of the members entitled to vote; or

The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Board of Directors.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors which authorizes the contract or transaction.

ARTICLE 11 – APPLICABLE LAW AND VENUE FOR ANY ACTION

All operations of this corporation shall be governed by the laws of the state of West Virginia, and venue for any action shall lie in Jefferson County, West Virginia.