Association By-Laws

Contents:

Name
Purpose
Membership
Dues
Officers and Their Election
Duties of Officers
Executive Board
Committees
Meetings of the Association
Voting Rights
Indemnification of Officers
Amendment of By-laws
Dissolution/Liquidation


Article I - Name

The name of this organization shall be the "Virginia Hills Citizens Association, Inc.," hereinafter referred to as the Association. The Virginia Hills Citizens Association, Inc., shall be a non-profit organization.

Article II - Purpose

Section 1.  The purpose of the Association shall be to promote the progress and general welfare of the Virginia Hills community and its citizens.

Article III - Membership

Section 1.  Any person who is a property owner or the spouse of a property owner in Virginia Hills Subdivision, Fairfax County, shall be, upon payment of the annual dues required under Article IV, a member of the Association with all the rights and privileges appertaining thereto.

Section 2.  A lessee in occupancy of property in Virginia Hills Subdivision, Fairfax County, shall be, upon payment of the annual dues required under Article IV, a member of the Association with all the rights and privileges appertaining thereto.

Article IV - Dues

Section 1.  The annual dues for membership in the Association shall be seven ($7) dollars per household for a full year's membership. For new residents or returning absentee homeowners, the dues shall be payable on a pro rata basis:  those becoming a resident during the first six months of the membership year must pay the full membership whereas those becoming a resident during the last half of the year must pay $3.50.

Section 2.  All memberships, unless renewed by the payment of dues, shall be terminated on August 31, each year.

Article V - Officers and their Election

Section 1.  Composition - The Officers of the Association shall consist of a President, Vice President, Secretary, Treasurer, Membership Director, and Newsletter Editor. These officers shall constitute the Executive Board.

Section 2.  Election - All officers shall be elected by a simple majority of votes cast by Association members. Election of Officers will be held at the Association meeting in June.

Section 3.  Proxy Voting - Voting by proxy will be permissible if a quorum, twenty (20) members of the Association, has been reached; excluding the proxy vote, and if submitted in writing by the absentee member; provided member is certified by the Membership Director to be a member in good standing.

Section 4.  Term of Office - Elected officers shall serve for a term of two years. Elected officers shall assume their official duties effective the first day of August following their election.

Section 5.  Special Elections - A special election may be held at any membership meeting of the Association to fill an unexpired vacancy.

Section 6.  Removal from Office - Any officer may be impeached from office by an affirmative vote of four-fifths (4/5) or eighty (80%) of the members present at a meeting, prior notice having been giving to the membership.  Grounds for impeachment may stem from any act of commission which is not considered in the best interest of the Association.

Article VI - Duties of Officers

Section 1.  President - It shall be the duty of the President to preside at all meetings of the Association and to appoint all committees as provided for in Article VIII.

Section 2.  Vice President - It shall be the duty of the Vice President to assist the President in all his/her work and to preside at meetings in the absence of the President.

Section 3.  Secretary - It shall be the duty of the Secretary to have charge of all communications sent or received by the Association. The Secretary will keep the minutes and records of all meetings.

Section 4.  Treasurer - It shall be the duty of the Treasurer to be responsible for the collection of all revenues of the Association and to make all disbursements in accordance with the provisions of these by-laws. He/She shall keep the Association's accounts and shall submit to the Association an annual balance sheet at the annual meeting in June of each year.  With the exception of a petty cash account, not to exceed twenty-five dollars ($25) which he/she may keep on his/her person, he/she shall deposit all other funds of the Association in a Bank approved by the Executive Board.  All checks drawn on the account shall be signed by the Treasurer.

Section 5.  Membership Director - It shall be the duty of the Membership Director to solicit residents of the Virginia Hills Subdivision to join the Association and keep a complete roster of all members in good standing.  The Membership Director shall also notify the Treasurer and turn over all membership dues to the Treasurer in order for them to be deposited in the Association's bank account.

Section 6.  Newsletter Editor - It shall be the duty of the Newsletter Editor to publish the Association bi-monthly newsletter.  The Editor is also chiefly responsible for organizing solicitation efforts for advertising in the newsletter.  The Newsletter Editor shall turn over all monies obtained for advertising to the Treasurer for deposit into the Association's bank account.

Section 7.  Compensation of Officers - No officer shall receive a compensation for any service he/she may render to the Association, but will be reimbursed for his/her actual expenses incurred in the performance of his/her duties.

Article VII - Executive Board

Section 1.  Composition of the Executive Board - The Executive Board shall be composed of the Elected Officers of the Association as outlined in Article V, Section 1.

Section 2.  Meetings - The Executive Board shall meet prior to each general meeting.  Such meetings will be on notice to each officer and to each chairman of a standing committee.  Chairman of the standing committees are required to attend all meeting of the Executive Board and shall have the privilege of voicing their views with respect to any question but shall not be entitled to vote.

Section 3.  Quorum - A quorum of the Executive Board at any of its meetings shall consist of a majority of the its members, due notice have been given to all members.

Section 4.  Manner of Acting - The act of the majority of the Officers present shall be the act of the Executive Board.

Section 5.  Special Meetings - Special meetings of the Executive Board may be called by the President or by a majority of the Board, due notice having been given to all members.

Section 6.  Duties of the Executive Board

(A) Transact necessary business in the intervals between Association meetings and such other business as may be referred to it by the Association membership.

(B) Approve or disapprove plans of work of the appointed committees.

(C) Prepare reports to be presented at meetings of the Association.

(D) Approve non-budgeted expenditures up to the sum of $100 between full meetings of the Association.

(E) Annually review and/or alter suggested revisions to the By-laws, which would then be presented to the membership as provided in Article XII.

(F) Prepare an annual budget which shall be presented to the membership for adoption at the September membership meeting.

Article VIII - Committees

Section 1. Standing and Special Committees shall be appointed by the Executive Board.  The Chairman of the Standing and Special Committees will be appointed by the President and confirmed by the Association before becoming effective.

Article IX - Meetings of the Association

Section 1. Meetings - The Association will hold meetings in the months of September, December, February, April, and June.  The June meeting of the Association shall be designated as the Annual Meeting.  Additional meetings may be held as provided in Section 2 of this Article.

Section 2. Special Meetings - Special meetings of the Association shall be held at the call of the Executive Board, prior notice having been given to the membership.

Section 3. Meeting Time - Unless otherwise determined by the Association or the Executive Board, the hour and the place of all meetings shall be fixed by the President.

Section 4. Quorum - Twenty (20) members of the Association in attendance shall constitute a quorum for the transaction of business at meetings.  Proxies cannot be used to reach a quorum.

Section 5. Proxy Voting - Voting by proxy will be permissible if a quorum, twenty (20) members of the Association, has been reached; excluding the proxy vote, and if submitted in writing by the absentee member; provided member is certified by the Membership Director to be a member in good standing.

Section 6. Meeting Discussions - Discussion by any member on any particular item on the agenda at a meeting of the Association shall be limited to five (5) minutes unless a majority of the members present vote an extension of time to the speaker.

Section 7. Order of Business - The order of business at regular meetings of the Association shall be as follows:

(A) Call to order

(B) Approval of Minutes of Previous Meeting

(C) Reports of Officers and Committees

(D) Old Business

(E) New Business

(F) Announcements

Section 8. Parliamentary Authority - Where not otherwise provided, procedure at meetings shall follow the current edition of Robert's Rules of Order, Newly Revised.

Article X - Voting Rights

Section 1.  Membership Voting - Each member shall be entitled to one (1) vote per household, provided that members are in compliance with either Article III, Section 1, or Article III, Section 2 of these by-laws.

Section 2.  Proxy Voting - At all meetings, a member may vote by proxy executed in writing by the member.  Such proxy shall be filed with the Secretary before or at the time of the meeting.  Proxies will be valid provided that members are in compliance with either Article III, Section 1, or Article III, Section 2 of these by-laws.

Article XI - Indemnification of Officers

Section 1.  Each Officer (and his/her heirs, executors and administrators) shall be indemnified by the Association against reasonable costs and expenses incurred by him/her in connection with any action, suit or proceedings, or threatened action, suit or proceedings, to which he may be made a party by reason of his/her being or having been an officer of the Association, except in relation to any action, suits of proceedings in which he/she has been adjudged liable because of negligence or misconduct, which shall be deemed to include willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his/her office.

Section 2.  In the absence of an adjudication which expressly absolves the Officer of liability to the Association or its members, for negligence and/or misconduct, or in the event of a settlement, each Director (and his/her heirs, executors and administrators) shall be indemnified by the Association against payments made to or to be made (including reasonable costs and expenses); provided that such indemnity shall be conditioned upon prior determination by a resolution of two-thirds (2/3) of those members of the Executive Board who are not involved in the action, suit or proceedings, that the Officer has no liability be reason of negligence or misconduct within the meaning thereof as used herein; and provided further that if a majority of members of the Executive Board are involved in the action, suit or proceeding, such determination shall have been made by a written opinion of independent counsel.  Amounts paid in settlement shall not exceed costs, fees, and expenses which would have been reasonably incurred if the action, suit or proceedings had been litigated to a conclusion.

Section 3.  Such a determination by the Executive Board or by Independent Counsel, and the payments of amounts by the Association on the basis thereof, shall not prevent a member from challenging such indemnification by appropriate legal proceedings on the grounds that the person indemnified was liable to the Association be reason of negligence or misconduct.

Section 4.  The foregoing rights and indemnification shall not be exclusive of any other rights to which the Officers may be entitled according to the law of the state of Virginia.

Article XII - Amendment of By-laws

Section 1.  Any proposed amendment to these by-laws shall be introduced at a meeting of the Association.  The proposed amendment shall become a part of these By-laws upon an affirmative vote of two-thirds (2/3) of the membership present at the following meeting, prior notice having been given to the membership.

Article XIII - Dissolution/Liquidation

Section 1.  The Association may be dissolved by a majority vote of the members present or represented by proxy at a regular general meeting when the following conditions have been met:

(A) Written notification of the proposed dissolution and the time, date, and location of the meeting have been provided by mail to all current members in good standing of the Association.

(B) Notification of the proposed dissolution and the time, date, and location of the meeting have been published in the most recent issue of the Virginia Hills Echo.

Section 2.  Upon dissolution, officers will make best efforts to sell all physical assets of the Association.  Proceeds of such sales will be added to the Association treasury.

Section 3.  Funds in the Association's treasury will be distributed according to the following priority:

(A) All outstanding debts shall be paid.

(B) All monies received in advance from advertisers whose ads have not been and will not be printed in the Echo shall be refunded.

(C) Contributions in the most recent year from members or businesses will be returned to them.  If there are not sufficient funds to fully do so, contributions will be returned in proportion to the contribution as a percentage of the remaining funds.

(D) If there are funds remaining after the return of contributions, these will be returned to current members on a pro rata basis.

Last amended 13 September 2005