|
|
|
|
|
|
|
Home > Bylaws |
Bylaws
of
The Falls Church Village Preservation and Improvement Society, Inc.
Adopted by the Board of Directors Thursday, May 10, 1973
Amended by the General Membership Thursday, November 10, 1994
I. PURPOSES
1. To preserve the historic and predominantly single family residential character of the City of Falls Church.
2. To preserve the historic structures and landmarks of Falls Church.
3. To promote community appreciation of this historic significance and to encourage construction and renovation of residences and commercial buildings in architectural harmony with this background, in order to give Falls Church a unique and distinctive style.
4. To encourage the planned and continuous beautification of the community in its public, residential, commercial and industrial areas through appropriate planting, preservation and maintenance of trees, shrubbery and flowers.
5. 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.
6. To work with governmental bodies and community groups to encourage them in measures conducive to the fulfillment of the above purposes.
II. MEMBERSHIP
Membership in the corporation 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. Residents of the City of Falls Church, Virginia who meet the above requirements shall have the right to vote on all matters coming before any annual or called special meeting of the Corporation. Non-residents who support the society and pay their dues shall be non-voting members.
III. DUES
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 July 1st to June 30th, until June 30, 1995. Beginning January 1, 1996, the fiscal and official year shall be January 1st to December 31st. The period of July 1st to December 31, 1995 shall be a transitional short year.
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 May and the 15th of June 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.
Beginning in January 1996 and thereafter, 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 mailed by the Secretary 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, and must be called on written petition signed by at least fifteen members.
A quorum shall be 10% of the membership.
VI. OFFICERS
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 until after a lapse of at least two years.
The retiring president shall be a member of the Board of Directors ex officio, for one year following his term as president.
No salary shall attach to any office, but the Society shall reimburse the two secretaries and the treasurer for expenses incurred, and for such stenographic and clerical service as it is necessary for them to employ.
The treasurer shall be bonded in the sum of $5,000 per annum, with the cost of the bond paid by the Society.
Terms of office shall begin with January 1 of the official year following their election.
For the transitional period of July 1 to December 31, 1995 (the short year), the officers elected during the annual meeting of spring 1995 shall serve through the short term and the one-year term beginning January 1, 1996 (this service shall be considered as a one-year term).
VII. BOARD OF DIRECTORS
The Board of Directors shall consist of the officers and fifteen (15) other "unit" members plus the immediate past President and Standing Committee Chairmen. "Unit" members shall be either individuals, or husbands and wives considered as one "unit." Standing Committee Chairmen who are not elected members of the Board shall be eligible for board attendance on the same "unit" basis.
After the date of the Society's incorporation April 12, 1973, directors elected at the organization meeting shall serve for the balance of the terms for which they were elected by members of the unincorporated Society at its annual meeting June 4, 1972. At the annual meeting held May-June, 1973 five members shall be elected for three-year terms 1973-1976. Vacancies in the original terms of 1973-1974 and 1973-1975 shall be filled in the same manner. Thereafter, 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.
To effect a smooth transition to a calendar year, the directors elected in the spring of 1993 to terms for 1993-1996 shall serve until December, 1996. The directors elected in the spring of 1994 to terms for 1994-1997 shall serve through December, 1997. The directors to be elected in the spring of 1995 to terms for 1995-1998 shall serve until December, 1998. Thereafter, Directors shall be elected by the resident members of the Society at its annual meeting for three year terms.
VII. NOMINATING COMMITTEE
A Nominating Committee shall be appointed in October of 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 in the notice for 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 tot he 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.
X. COMMITTEES
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.
XI. FUNDS
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 him shall be deposited in the bank or banks, or trust company, approved by the Board of Directors, and he 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 absence or disability, by the president. The funds, books and vouchers in his hands shall, at all times be subject to verification and inspection by the Board of Directors. The Audit Committee shall make its Annual Report at the second meeting of the Board of Directors after January 1 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.
XIV. AMENDMENTS
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 mailed to all resident members by the secretary at least two weeks prior to the meeting.
|
|
