The Falls Church Village Preservation and Improvement Society, Inc.
Adopted by the Board of Directors Thursday, May 10, 1973
Amended by the General Membership November 10, 1994
Amended by the General Membership June 8, 2006
Amended by the General Membership November 8, 2012
1. To preserve the village character of the City of Falls Church, a combination of attractive residential neighborhoods and economically viable commercial areas. This village character includes historic structures, landmarks and open space, and parks, all of which create a unique city.
2. To promote community awareness and appreciation of the City’s history and unique character, such as to encourage future construction and renovation in architectural and environmental harmony within this setting, leading to the development and improvement of Falls Church’s unique and distinctive style.
3. To encourage sustainability by supporting measures to improve the environmental performance of the City. These measures include enhancing our natural environment in our public, residential, commercial and industrial areas through appropriate planting, preservation and maintenance of trees, shrubbery and flowers and advocating for improvements to buildings, water management and other infrastructure to increase environmental efficiency.
4. To promote the development of aesthetic values and cultural activities which will contribute to making Falls Church an interesting, unique, and stimulating community in which to live.
5. To work with governmental bodies and community groups and take action, as appropriate, to encourage and support them in measures conducive to the fulfillment of the above purposes.
Membership in the organization shall be open to any person interested in the above objects and purposes regardless of race, color or creed, who pays the dues as determined by the Board of Directors. Members who are residents of the City of Falls Church, Virginia shall have the right to vote on all matters coming before any annual or called special meeting of the organization. Non-residents who support the society and pay their dues shall be non-voting members.
The annual dues for each member of the Society shall be determined by the Board of Directors.
IV. FISCAL, OFFICIAL AND MEMBERSHIP YEARS
The fiscal and official year shall be January 1st to December 31st. The membership year shall be January 1st to December 31st.
V. MEETINGS OF MEMBERS
The annual meeting of the membership shall be held between the 1st of November and the 15th of December on a date to be established each year by the Board of Directors for the purpose of electing officers and directors and conducting such other business as may be appropriate.
Notice of the annual meeting shall be sent to all resident members in good standing at least two weeks before the annual meeting.
Other meetings of the membership may be called by the Board of Directors. A membership meeting must be called if there is a written petition signed by at least fifteen members.
A quorum shall be 10% of the membership.
The officers shall be a president, a vice-president, a recording secretary, a corresponding secretary and a treasurer, each to be elected for a one-year term. They shall perform the duties usually associated with these offices.
The president and vice-president may not be elected for more than two successive one-year terms. Thereafter, they shall not be eligible for election as president or vice-president until after a lapse of at least two years.
The retiring president shall be a member of the Board of Directors ex officio, for up to two years following his or her term as president.
No salary shall attach to any office, but the Society shall reimburse the Officers and Directors for expenses incurred as approved by the Board.
Terms of office shall begin with January 1 of the official year following their election.
VII. BOARD OF DIRECTORS
The Board of Directors shall consist of the officers and fifteen (15) other “unit” members plus Standing Committee Chairs. “Unit” members shall be either individuals, or individuals and their spouse or partner considered as one “unit.” Standing Committee Chairs who are not elected members of the Board shall be eligible for board attendance on the same “unit” basis.
Directors shall be elected by the resident members of the Society at its annual meeting for three-year terms. The Board of Directors shall have power to fill any vacancies until the next annual meeting, when the vacancy shall be filled for an appropriate term of years.
VIII. NOMINATING COMMITTEE
A Nominating Committee shall be appointed each year by the president subject to the approval of the Board of Directors. The report of the Nominating Committee, containing one nomination for each vacancy to be filled, shall be submitted to the membership at the annual meeting. Other nominations may be made from the floor at that meeting.
IX. MEETINGS OF THE BOARD OF DIRECTORS
Frequency: The Board of Directors shall meet at least once each quarter-year and more frequently as circumstances require.
Powers: In general, action on all matters of business and policy pertaining to the Society, except such as are herein specifically reserved to the membership of the Society, shall be vested in the Board of Directors.
Specifically, the Board of Directors shall have supervision, control and direction of the affairs of the Society, shall determine its policies or changes therein within the limits of the bylaws, shall actively prosecute its purposes and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary.
Quorum: A majority of the whole Board shall constitute a quorum at any meeting of the board.
The president shall annually, at the first Board meeting of the new official year, appoint, with the approval of the Board, appropriate Standing Committees, including an Audit Committee. The president may appoint with the approval of the Board such other special committees as may be considered desirable to carry on the business of the Society. Chairmen of the Special Committees may attend Board meetings, without vote.
The treasurer shall keep an account of all moneys received and expended for the use of the Society, and shall make disbursements as authorized by the Board. All sums received by the treasurer shall be deposited in the bank or banks, or trust company, approved by the Board of Directors, and he or she shall make a report at the annual meeting or when called upon by the president. Funds may be drawn only upon the signature of the treasurer, or in his/her absence or disability, by the president. The funds, books and vouchers in his/her hands shall, at all times be subject to verification and inspection by the Board of Directors. The Audit Committee shall make its Annual Report not later than April 30 of each year.
XII. RULES OF ORDER
Robert’s Rules of Order shall govern the transaction of business at meetings of the members and Board of Directors of this Society.
XIII. GRANTS TO OTHER ORGANIZATIONS
The Board of Directors shall review all requests for funds from other organizations. The Board shall require that such requests specify the use to which the funds will be put, and if the Board approves the request, it shall authorize payment of such funds to the approved grantee. The Board of Directors shall require that the grantees furnish a periodic accounting to show that the funds were expended for the purposes which were approved by the Board. The Board may, in its absolute discretion, refuse to make any grants or contributions or otherwise render financial assistance to or for any or all the purposes for which funds are requested. After the Board of Directors has approved a grant to another organization for a specific project or purpose, the corporation may solicit funds for the grant to the specifically approved project or purpose of the other organization. However, the Board of Directors shall, at all times have the right to withdraw approval of the grant and use the funds for other charitable, scientific or educational purposes.
These Bylaws may be amended by a two-thirds vote of the resident members present at the Annual Meeting or any special meeting of the Society, provided notice in writing of the proposed amendment shall have been sent to all resident members at least two weeks prior to the meeting.
The Society was founded in 1885 as the Village Improvement Society of Falls Church, as one of hundreds of such societies around the country. It was modeled after the famous Laurel Hill Association of Stockbridge, Massachusetts. Its object was to improve and ornament the streets of Falls Church, Virginia, by planting and cultivating trees, cleaning and repairing the sidewalks, and carrying out other acts to beautify and benefit the culture and prosperity of the village. The Society helped start the first library in Falls Church, and initiated the first Arbor Day in Virginia (1892).
The Society was renamed in 1923 as the Falls Church Citizens Association and, after a few decades of non-activity, it was reestablished in 1965 as the Falls Church Village Preservation and Improvement Society.
In 1992, the Board of Directors resolved to provide objectives in three categories as a method for assigning and evaluating its mission-fulfilling actions:
DESIGN AND DEVELOPMENT
* To encourage a vibrant, attractive and sustainable community;
* To participate in the City’s long-term planning process;
* To pursue the preservation of the City’s historic resources.
* To enrich the lives of citizens through cultural activities that transmits the heritage of the region from one generation to the next.
* To identify the natural resources of the City
* To preserve those resources of merit;
* To help restore those resources that has deteriorated;
* To help educate the public in the issues affecting these resources.
The Village Preservation and Improvement Society, founded in 1885, is a nonprofit citizen volunteer organization in the City of Falls Church, Virginia.
The Society is comprised of concerned citizens who address many important issues that face our community. The Society works to preserve our natural and built environment, historic structures and landmarks, and promotes cultural activities. Members are primarily residents of the City of Falls Church and former residents or neighbors who have an interest in Falls Church City. Members are of all political persuasions and are bonded by their interest in and a commitment to improving the City of Falls Church.