TAKOMA D.C. NEIGHBORHOOD ASSOCIATION, INC.
A Nonprofit Corporation
BYLAWS
ARTICLE I
NAME AND
The name of
this Corporation shall be Takoma D.C. Neighborhood Association, Inc.,
hereinafter referenced as the Corporation. (1998: Technical revision. 2005: name of the corporation changed from
Plan Takoma, Inc., to Takoma D.C. Neighborhood Association.)
Takoma D.C.
Neighborhood Association is a membership organization devoted to
community-building, service, and enhancing the quality of life in
LOCATION
The principal office of the
Corporation shall be located in
ARTICLE III
MEMBERS
Section 1.
There shall be one general class of members. Any individual, eighteen
(18) years or older, residing within the Corporation’s area of concern (bounded
by Georgia Avenue, N.W., Geranium Street, N.W., Eastern Avenue, N.W., and
Underwood Street, N.W., within the District of Columbia), and interested in
supporting the purposes of the Corporation, may become a member of the
Corporation by completing an application in such form as the Board of Directors
shall prescribe, and subject to the payment of such dues as the Board of
Directors shall establish from time to time. The Ward 4 Councilmember shall be
an ex-officio member of Takoma D.C. Neighborhood Association regardless of
his/her residence within the area of concern. (1984: Revised to eliminate
corporate membership. Old Section 2
referred to proxy voting and was eliminated.
Minimum membership age raised to 18 from
14. 1998: Technical revision, and
revision to limit membership to
Section 2. The Board of Directors may in its discretion suspend the voting privileges of any member who has been and remains in default of his or her financial obligations to the Corporation for a period of six (6) months or longer. (1998: Technical revision.)
Section 3. Any
member may resign by submitting written notice of resignation to the Secretary.
ARTICLE IV
MEETINGS OF MEMBERS
Section 1.
Meetings of the members shall be held at such place or places as may
from time to time be fixed by the Board of Directors.
Section 2. The
annual meeting of the members shall be held in October of each year on the date
fixed by the President for the purpose of electing Directors, including
officers to succeed those whose term shall have expired by the date of such
annual meeting (and for the transaction of such other corporate business as may
come before the meeting). A report of the meeting and of the activities of the
Corporation for the preceding year shall be made available for inspection to
all members following the annual meeting. The annual report shall include a
Treasurer's report. (1984: Revised to change annual meeting from spring to
October; allow making annual report available for inspection rather than a copy
to all members. Includes a Treasurer’s report in annual
report. 1998: Technical revision.)
Section 3.
Special meetings of the members may be called by the President,
Secretary, or one-third of the Board of Directors, and shall be called by the
President upon written application of ten (10) percent of the members of the
Corporation.
Section 4.
Notice of each meeting of the members, stating the place, date, and hour
of the meeting, and, in the case of a special meeting, the purpose or purposes
for which the meeting is called shall be delivered by mail, in person or by
telephone to the members at least three (3) but not more than sixty-five (65)
days before the date of the meeting, by or at the direction of the President
subject to waiver of notice as provided by law. (1984: Revised to eliminate
Chair and requirement that Secretary give notice).
Section 5.
Meetings of members shall be presided over by the President, or in his
or her absence the Vice-President, or if none of the officers is present, by a
Chairperson to be elected at the meeting. The Secretary or in his or her
absence a person appointed by the presiding officer shall act as Secretary. The
meetings will be conducted in accordance with Robert’s Rules of Order, Revised.
(1998: Technical revision.)
Section 6. A
quorum of the members shall be ten or more members in good standing, provided
that Directors present shall not count toward establishing a quorum. (1984: New
section. 1998: Revised to prevent a meeting of only Directors from establishing
a quorum of members.)
Section 7.
There shall be at least four (4) meetings of the membership each year,
including general and special meetings. (1984: New section. 1998: Revised to allow
all membership meetings to count toward meeting requirement.)
ARTICLE V
BOARD OF DIRECTORS
Section 1. The
Corporation shall be governed by a Board of thirteen (13) Directors, and shall
include twelve (12) elected Directors and the immediate past President of the
Corporation. (1984: Number of non-elected Board members reduced to five from
seven; dropped Historic Takoma and the Neighborhood Film Association from
standing Board member status. 1998: Technical revision. 2002:
Eliminated as standing members the President of North Washington
Neighbors, Inc. (Neighbors, Inc.) and three (3) Takoma Advisory Neighborhood
Commissioners; eliminated distinction between elected and standing members.)
Section 2. The
first twelve (12) elected Directors shall be elected by the incorporators of
the Corporation named in the Articles of Incorporation and thereafter the
elected members shall be elected by members of the corporation. The term of
office of each elected Director shall be three (3) years, except that the term
of office for each member of the first Board of Directors shall be determined
by the incorporators. (1984: Section left unchanged from original except that
any member can be representative to Neighbors, Inc., rather than only a board
member. 1998: Technical revision.
2002: Eliminated election by the
Board of one of the members as the representative of the Corporation to
Neighbors, Inc.)
ARTICLE VI
ELECTIONS
Section 1. Nominations for Officers and Directors shall
be made by a nominating committee of at least five (5) persons appointed by the
board no later than June of each year. A majority of the members of the
nominating committee shall consist of members of the Corporation who are not
Directors, provided that there are forty (40) or more members of the
Corporation. No later than August 1 of each year, the nominating committee
shall solicit from the membership and nominate one or more persons for each
vacant post, or shall indicate that no person is nominated. The nominating
committee’s report shall be set forth in the notice of the annual meeting for
October of each year. Any member in good standing may also place a qualified
person’s name in nomination from the floor, provided there is a second to the
nomination. Provided that for the calendar year 1984 the nominating committee
shall be appointed by March 1, and elections shall be held by June 15th. (1998: Technical revision. 2002:
Eliminated distinction between elected and standing directors.)
Section 2.
Elections shall first be made to the board as a group, and then for each
officer, beginning with the office of President. Where an office is contested
voting shall be by secret ballot. A majority of votes shall be necessary for
election. (1998: Technical revision.)
Section 3. Each
elected Director shall hold office for the term for which he or she is elected
and until his or her successor shall have been elected and qualified. Directors
in office may be reelected for one or more additional terms. Any officer, for
example the President, who resigns their office shall
continue to be a member of the board until the expiration of their term on the
board.
Section 4. Any
vacancy occurring in the Board of Directors (other than vacancy resulted from
the normal expiration of a term of office) may be filled by the affirmative
vote of a majority of the then members of the Board of Directors. A Director
elected to fill a vacancy shall be elected for the unexpired term of his or her
predecessor in office. Any Director may be removed from office at any time with
cause by the affirmative vote of a majority of the Directors in office. (1998:
Revised to disallow votes to fill vacancies without first having a quorum and
to allow removal by a majority vote.)
ARTICLE VII
MEETINGS OF THE BOARD OF DIRECTORS
Section 1.
Meetings of the Board of Directors, regular or special, may be held upon
not less than two (2) days notice to each Director, delivered either personally
or by mail, telephone or telegram, subject to waiver of notice as provided by
law. Neither the business to be transacted at, nor the purpose of any regular
or special meeting of the Board of Directors need be specified in the notice or
a waiver of notice of such meeting. Meetings, including regular or special
meetings, shall be held at least six times each year or more often as
established by resolution of the Board of Directors. Special meetings of the
Board of Directors may be called by the President or by the written request of
the majority of the Directors in office. (1984: Revised to require at least
seven board meetings per year instead of one. 1998: Revised to allow all Board
meetings to count toward meeting requirement, and reduce required meetings from
seven to six.)
Section 2. A
majority of the number of Directors fixed in the bylaws shall constitute a
quorum for the transaction of business. The act of the majority of the
Directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors. If a quorum shall not be present at any meetings of the
Board of Directors, the Directors present may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present. (1984: Quorum amount
raised to one-half from one-third of members of Board. 1998: Revised to clarify
that a quorum will constitute a majority of the Board members. 2002:
Eliminated distinction between standing and elected directors in
determining presence or absence of a quorum.)
Section 3. Any
action required or permitted to be taken at a meeting of the Board of Directors
may be taken without a meeting if consent in writing, setting forth the action
so taken, is signed by all of the Directors.
ARTICLE
VIII
COMMITTEES
Section 1. The
Board of Directors may designate or appoint such standing or special committees
as it may deem necessary to promote or carry on the work of the corporation.
Each committee shall have such powers and duties and such term or existence as
shall be prescribed by the Board of Directors. (1984: Eliminated naming of specific
committees in bylaws, added term "standing” or special committees.)
Section 2. The
designation or appointment of any such committee and the delegation of
authority thereto shall not operate to relieve the Board of Directors, or any
individual Director, of any responsibility imposed upon them by law.
ARTICLE IX
OFFICERS
Section 1. The
Executive Officers of the Corporation shall consist of a President,
Vice-President, Secretary and Treasurer and such other officers as the Board of
Directors from time to time considers necessary for the proper conduct of the
business of the Corporation. No person shall be elected President or
Vice-President who previously has not been a member of the board for at least
six (6) months prior to their election to either of those offices. (1984:
Revised to eliminate President as chairperson of the Board; added six months
proviso for President or Vice President. 1998: Technical revision.)
Section 2. The
members shall elect from among the elected Board of Directors the officers of
the Corporation at the annual meeting. Each officer shall hold office for a
term of one (1) year, commencing at the close of the annual meeting and
thereafter until his or her successor is elected and qualified or until his or
her death, resignation or removal. Each such officer shall be eligible for
reelection. (1998: Technical revision.)
Section 3. The
President shall be the Chief Executive Officer of the Corporation to put into
effect the decisions of the Board of Directors. The President shall preside at
all meetings of the membership and Board of Directors. The President shall have
general supervision over the business and affairs of the Corporation and over
the other officers, shall execute all instruments
requiring the signature of the President; and shall perform all other such
duties as are related to his or her office. (1984: Revised to make non-sexist.
1998: Technical revision.)
Section 4. The
Vice-President shall advise and assist the President and, in absence or
disability of the President, shall perform the duties and exercise the powers
of that office. He or she shall perform such other duties as shall from time to
time be imposed by the Directors.
Section 5. The
Secretary shall give, or cause to be given, notice of all meetings to members,
and directors, as appropriate, and all other notices required by law or by
these by-laws, and in the case of his or her absence or refusal or neglect to
do so, any such notice may be given by any person thereon directed by the
President, or by the Directors upon whose written request the meeting is called
as provided by these bylaws. The Secretary shall record all the proceedings of
the meetings of the members or meetings of the Directors in the books provided
for that purpose, and the Secretary shall perform such other duties as may be
assigned to him or her by the Directors or the President. He or she shall have
custody of the seal of the Corporation and shall affix the same to all
instruments requiring it, when authorized by the Board of Directors or the
President, and attest the same. In general, the Secretary shall perform all the
duties generally incident to the office of Secretary, subject to the control of
the Board of Directors and the President. (1998: Technical revision.)
Section 6. The
Treasurer shall have custody of all the funds and securities of the
Corporation, and he or she shall keep full and accurate account of receipts and
disbursements in books belonging to the Corporation. He or she shall deposit
all monies and other valuables in the name and to the credit of the Corporation
in such depository or depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements. The Treasurer shall report in writing the financial status of
the Corporation to the board on a quarterly basis, including the status of all
balances and of any budget that may have been adopted by the board. In
addition, he or she shall render to the President and the Board of Directors,
whenever either of them so request, an account of all his or her transactions
as Treasurer and of the financial condition of the Corporation. (1984: Revised
to add quarterly financial reports, and budgets. 1998: Technical revision.)
Section 7. Any
officer elected or appointed by the Board of Directors may be removed at any
time with cause by the affirmative vote of a majority of the Directors in
office. In the case of any vacancy in office, Board of Directors at any regular
or special meeting shall have the power to fill such vacancies for the
unexpired portion of the term. In the case of the absence or disability of any
officer, the Board may delegate the powers or duties of such officer to another
officer or a Director for the period of such absence or disability. (1984:
Revised to require that removal must state cause. 1998: Technical revision and
revision to allow removal by a majority vote.)
ARTICLE X
CONTRACTS, CHECKS, DEPOSITS AND
FUNDS
Section 1.
Except as the Board of Directors may generally or in particular cases
authorize the execution thereof in some other manner, all checks, drafts and
other instruments for the payment of money and all instruments of transfer of
securities shall be signed in the name and on behalf of the Corporation by the
Treasurer or by such other officers, or agencies or employees of the
Corporation, as may, from time to time, be designated by the Board of
Directors. All instruments of transfer of personal property other than
securities, all instruments of conveyance of real property and all contracts
and agreements shall be signed by such officer or agents as the Board of
Directors shall direct, and in any event, they may be signed by any two (2) of
the following officers, namely the President, Vice-President, Secretary or
Treasurer. The Board of Directors may authorize and empower one or more
officers or agents of the Corporation to execute and deliver any and all papers
and documents or to do other acts or things on behalf of the Corporation,
including any required or convenient in dealing with governmental authorities.
(1984: Dropped Chairperson from signing -- same person could have signed twice.
1998: Technical revision.)
Section 2. The
Board of Directors may accept on behalf of the Corporation any contribution,
gift, request, grant, or devise for the general purposes or for any special
purpose of the Corporation. (1984: Old Section 2 was redundant regarding duties
of Treasurer. Renumbered old Section 3 to new Section 2.)
NEW
ARTICLE
ARTICLE XI
ADOPTION OF POLICY STATEMENTS
REGARDING ACTIONS OF THE
OR OTHER GOVERNMENTAL OR
NON-GOVERNMENTAL BODIES
Section 1. From
time to time as the case may be, the board may adopt on behalf of the
membership, position statements favoring or opposing proposed actions of the
ARTICLE XII
AMENDMENTS
Section 1.
These bylaws may be altered, amended or repealed and any new bylaws may
be adopted by a majority of Directors in office at any regular or special
meeting, provided that notice of such proposed action shall have been given to
each Director at least seven (7) days prior to said meeting and provided that
they shall be ratified by and or amended by the next general or special meeting
of the general membership. No such action shall be taken if it would in any way
adversely affect the Corporation's qualification under Section 501(c)(3) of
the Internal
Revenue Code of 1954 (or any successor provision). (1984: Added language
calling for ratification by the membership; dropped Section 2 permitting proxy
votes of Board.)
ARTICLE XIII
NO PERSONAL BENEFIT
Section 1. No
part of the property or income of Takoma D.C. Neighborhood Association, Inc., shall
inure to the private benefit of any individual or group. This Corporation shall
not participate nor intervene in any political campaign on behalf of any
candidate for any public office.
ARTICLE XIV
LIMITATIONS
Section 1. The
activities of the Corporation shall always be limited to those which will allow
it to qualify for federal income tax exemption as a charitable, education
institution under the Internal Revenue Laws of the
ARTICLE XV
FISCAL YEAR
Section 1. The fiscal year of the Corporation shall
begin on the first day of October and end on the last day of September in each
year.
ARTICLE XVI
DISSOLUTION
Section 1. In
the event that circumstances force the Corporation to dissolve, the Board of
Directors shall present an appropriate motion to the membership at the annual
meeting or at a special meeting called for that purpose, having notified all
members that such a motion is to be presented.
Section 2. In
the event of the dissolution of the Corporation, all its assets remaining,
after the payment of all debts and obligations of the Corporation, shall be
distributed to such one or more organizations which have purposes and objects
similar to those of this Corporation and are exempt from United States income
taxes under the provisions of Section 501(c)(3) of the Internal Revenue Code of
1954, as the Board of Directors may select, and if more than one, in such
shares and proportions as the Board of Directors may determine.
Adopted:
Amended: