DRCA Bylaws

CONSTITUTION AND BYLAWS

Article I

Article II

Article III

Article IV

Article V

Article VI

Article I

Article II

Article III

Article IV

Article V

Article VI

Article VII

Article VIII

CONSTITUTION

ARTICLE I

Name and Objectives

Section 1. Name. The name of this organization shall be the Donaldson Run Civic Association.

Section 2. Objectives. The objectives of the Association are:

(a) to promote the public interest and to share information of interest to households in the Association;

(b) to promote all efforts toward civic betterment in Arlington County, Virginia, and specifically in the area embraced within the boundaries of the Association; and

(c) to promote these objectives by publishing the Current, a newsletter for the households within the boundaries of the Association.

Section 3. Nature of Activities. The Association shall be non-partisan and non-sectarian and shall not support or oppose any candidate for political office, nor take part in any movement not in keeping with the purposes and objectives of the Association. The Association, however, reserves the right to take a position and to express its views on any legislation, ordinance or course of action which in the judgment of the Association will affect the welfare of its members, and to comment on the actions of individuals and groups whose purposes or actions affect the welfare of the Donaldson Run area.

Section 4. Affiliation with Other Groups. The Association may join, support, collaborate with federations, leagues, conventions or other civic groups whose purposes and actions are consistent with the welfare of the Donaldson Run area and Arlington County: Provided, That no action under this section shall impair the continued existence of the Association as a distinct organization.

ARTICLE II

Boundaries and Membership

Section 1. Boundaries. The Donaldson Run area for the purposes of this Constitution shall consist of the neighborhoods enclosed in the boundaries described as follows:

a. From the intersection of Military Road and Lorcom Lane, in a northerly direction to the River; back along the northwest side of Marcey Road to Military Road; thence in a northwesterly direction along Military Road to the Washington Golf and Country Club.

b. Thence southwesterly along the southeast border of the Washington Golf and Country Club to the Old Dominion School.

c. Thence in a southeasterly direction to the junction of Vernon, Utah and Vermont Streets; and south along Vernon to Old Dominion Drive.

d. Along Old Dominion Drive to the intersection with Lorcom Lane; along both sides of Lorcom Lane to Military Road (including 23rd Street, Vacation Lane and Randolph Street on the south side of Lorcom Lane).

Section 2. Eligible members. Each household within the boundaries of the Donaldson Run area is eligible for membership in the Association with full rights and privileges. Any adult (over eighteen) full-time resident of a member household may vote in Association elections and is eligible to be an officer or director of the Association, in accordance with this Constitution and By-Laws: Provided, That any household outside the Donaldson Run area but adjacent thereto may be admitted to membership with full rights and privileges by vote of the association upon recommendation by the Executive Committee.

Section 3. Admission of Eligible Households. Any household eligible under Section 2 of this article shall become a member of the Association upon the payment of the dues prescribed by the by-laws and the listing of said household upon the rolls of the Association: Provided, That the membership at any regular or special meeting shall consist of those households whose dues have been paid and who have been added to the rolls at least sixty days immediately prior to the calling of the meeting to order by the presiding officer.

Section 4. Honorary Members. The Association may confer honorary membership upon former members who have moved from the Donaldson Run area or areas adjacent thereto and who therefore have ceased to be eligible for regular membership. The Association may also confer honorary membership upon any resident of Arlington County whose contributions to the welfare of the Donaldson Run area have been outstanding. Such honorary members shall be entitled to take part in all affairs of the Association, but they shall not have the right to vote or to hold elective office in the Association.

ARTICLE III

Officers and Directors and Their Duties and Powers

Section 1. Elective Officers and Directors, Terms and Qualifications. The Association shall elect biannually from among adult (over eighteen) full-time residents of member households who have been on the rolls at least sixty days immediately prior to the date of the annual election meeting a President, a First Vice-President, a Second Vice-President, a Secretary, a Treasurer and four directors, who collectively shall constitute the Board.

Section 2. Terms of Elective Offices. No member shall hold the office of President for more than four consecutive terms, unless such member is the only qualified member who has consented to be nominee for the office of President. The terms of the officers shall begin on the first day of the month succeeding that in which they were elected and shall continue for two years: Provided, That elective officers shall serve until their successors have been chosen and that officers chosen in special elections to fill vacancies shall assume their duties immediately.

Section 3. Duties of the President. The President shall be the chief executive official of the Association and shall take care that its Constitution, by-laws, and decisions are faithfully observed and executed. In addition, the President shall have the following specific duties:

a. The President shall preside over the meetings of the Association;

b. The President shall be Chairman and a voting member of Board of the Association;

c. The President shall, with the concurrence of the Board, appoint all officers, chairmen and members of standing or special committees, and representatives or delegates of the Association and their alternates, to serve at the pleasure of the President;

d. The President shall appoint members to fill any vacancies created by the resignation of the incumbent and provide for the performance of the duties of any officer or position of the Association during the temporary absence or disability of the incumbent or until the vacancy shall have been filled in the manner provided by the Constitution or By-laws;

e. The President may represent the Association on any occasion which in her/his judgment the interest of the Association is involved, and may make or authorize statements on behalf of the Association on any matter in which the Association has arrived at a position or policy; and may cast votes on behalf of the Association at Civic Federation meetings; and

f. The President shall serve or shall appoint a member to serve as the editor of the Current.

Section 3. Duties of the Vice Presidents. The First and Second Vice Presidents shall assist the President in the administration of the affairs of the Association and shall undertake such duties as the President may assign them. In addition they shall have the following specific duties.
a. If the President is absent at either a meeting of the Association or a meeting of the Board the First Vice President shall preside. If the First Vice President also should be absent, the Second Vice President shall preside.

b. In the event of the resignation, removal, disqualification, disability or death of the President, the First Vice President shall assume the office of the President for the remainder of the term of office. Should the First Vice President also be unable to assume or continue in the office of President, the Second Vice President shall become President for the remainder of the term.

Section 4. Duties of the Secretary. The Secretary shall keep all the records of the Association not specifically the responsibility of another officer, and shall record the proceedings of the meetings of the Association and the Board, and perform such related duties as the President or the Board may prescribe.

Section 5. Duties of the Treasurer. The Treasurer shall receive the funds of the Association and shall disburse these funds when duly authorized by the Association or the Board, and shall keep a current and accurate roll of members. The Treasurer shall make a written or oral report of the finances of the Association at each regular meeting and shall keep the records in such form as to disclose the amounts and sources of all revenues received and the amounts and purposes of all funds disbursed.

Section 6. Appointive Officers. Any person appointed or elected to serve as a representative or delegate of the Association or an alternate shall faithfully present the position of the Association, and shall, whenever practicable, determine that position by consultation with the President or the Board prior to presenting it publicly on behalf of the Association: Provided, That nothing herein shall prevent any such person from presenting his/her personal views as long as they are clearly identified as such.

Section 7. Removal of Officers. Any officer or director of the Association may be removed for non-performance of duties, inefficiency or notoriously disgraceful conduct. A motion for removal may be made at any regular or special meeting. The reasons for the motion must be represented in writing and shall be read in their full text by the Secretary. The maker of the motion may briefly explain her/his reasons and may answer questions. The officer or director involved, if present, may briefly reply, but there shall be no debate. At the next regular or special meeting held not sooner than ten days after the presentation of the motion the question shall be debated, and if two-thirds of those voting are in favor thereof, the officer or director shall be immediately removed: Provided, that no officer or director whose removal is under discussion shall preside during the consideration of the motion of removal.

ARTICLE IV

Board

Section 1. Composition. The Board shall consist of the elective officers and four other directors elected at the same time and for the same terms as the officers.

Section 2. Duties and Powers. In addition to the duties and powers conferred elsewhere in this Constitution and in the By-laws,

a. The Board shall advise and assist the President in the general management and supervision of the affairs of the Association; and

b. Between meetings of the Association, the Board may take any action on that matter which the Association could have authorized.

c. The Board shall approve the President's creation or dissolution of and assignment of duties to standing or special committees;

d. The Board shall approve the President's appointment and removal of the chairman and members of the any standing or special committees, and of representatives or delegates of the Association and their alternates, and it shall appoint members of the nominating committee;

e. The Board shall approve the editorial content of and advertising in the Current.

ARTICLE V

Conduct of Elections

Section 1. Time of Elections. The officers and directors of the Board shall be elected at the annual meeting of the Association.

Section 2. Nominations. Prior to the annual meeting, the Board shall appoint a nominating committee of at least three members. This committee shall present at the annual meeting nominations for officers and directors. No one shall be nominated by the committee unless he/she is an adult (over eighteen) full-time resident of a fully-paid up member household of the Association and her/his consent has been obtained. Whenever possible the committee shall present more than one nomination for each office and position on the Board. Any member may nominate additional persons from the floor. The Board or any of its members may endorse one or more nominees for elective office in the Association.

Section 3. Voting Procedure. Each vote shall be cast in person by an adult full-time resident of a member household. All voting for elective positions shall be by secret written ballot; Provided: that whenever there is but one candidate for an office or position, a motion to instruct the Secretary to cast the Association's unanimous ballot shall be in order; and if such motion passes, no other balloting shall be required. In addition,

a. When there is more than one candidate for any elective position, a majority of all valid ballots cast for that office or position shall be required for election thereto: Provided that invalid, defaced, illegible, blank or other ballots which cannot be tallied shall not be included in determination of a majority.

b. When there is one office or position to be filled, and when no candidate receives a majority on the first ballot, a second ballot shall be taken, the voting then being confined to the two candidates receiving the greatest number of votes on the first ballot: Provided that if two or more candidates are tied for second place, all candidates so tied shall be candidates on the second ballot.

c. The four directors of the Board shall be voted on simultaneously, each voter indicating on her/his ballot a number of choices not in excess of the number to be chosen for that committee or delegation. After the initial ballot, all candidates who have received the requisite majority of valid ballots shall be declared elected. If positions remain to be filled after the first ballot, the voting on the second ballot shall be confined to the candidates receiving the greatest number of votes on the first ballot: Provided, that the number of such candidates shall not exceed two for each position remaining to be filled. The same rule shall govern the candidates listed on third or fourth ballots should they be required.

Section 4. Special Elections. In the event of a vacancy in any elective office or position other than President, a special election shall be held for the purpose of filling the office or position for the remainder of the unexpired term. All nominations in such special elections shall be made from the floor.

ARTICLE VI

Amendment of the Constitution

Section 1. Procedure. Amendments to this Constitution must be presented in writing at a regular meeting of the Association. Upon presentation the Secretary may read the full text of the amendment to the members present. The person or committee sponsoring the amendment will be permitted briefly to explain its purposes and answer questions thereon, but there shall be no debate. At the following meeting the amendment shall be subject to debate and shall, if two-thirds of those voting are in favor, take effect immediately.

BY-LAWS

ARTICLE I

Meetings of the Association

Section 1. Regular Meetings. Unless otherwise ordered by the Association or the Board, regular meetings of the Association shall be held at least twice a year, once in the fall and once in the spring. The dates of each meeting shall be fixed by the Board.

Section 2. Special Meetings. The President may call special meetings of the Association. Whenever twenty members shall petition the President to call a special meeting, (s)he shall do so with 30 days of her/his receipt of the petition.

Section 3. Quorum. Fifteen members shall constitute a quorum for the transaction of a business of the Association at any meeting.

Section 4. Place of Meetings. Whenever practicable, the meetings of the Association shall be held at the Taylor Elementary School. Whenever in the judgment of the Board use of the Taylor Elementary School is not practicable, the meeting shall be held at a place open to civic and community use in or adjacent to the Donaldson Run Area.

Section 5. Notice of Meetings. All members of the Association shall be notified of each meeting at least two days in advance by mail or by general distribution of notices throughout the Donaldson Run area: Provided, that in the event of an emergency other means of notification may be used and the requirement of two days advance notice may be waived.

ARTICLE II

Meetings of the Board

Section 1. Frequency of Meetings. The President shall call the Board into session whenever, in her/his judgment, a need therefor exists. Four members of the Board may also call a meeting thereof.

Section 2. Quorum. Five members of the Board shall constitute a quorum.

Section 3. Place, Notification and Manner of Meetings. The President shall determine where, within the Donaldson Run area, meetings of the Board shall be held. The President may poll the Board by telephone in lieu of calling a meeting, unless any member of the Committee objects. The President shall also assure that all members are given at least two days notice of each meeting: Provided, that in the event of an emergency the requirement of two days advance notice may be waived.
Section 4. Attendance at Meetings. The President, may invite committee chairmen, delegates, appointive officers or other members of the Association to attend any meeting of the Board. Such person shall have no vote.

ARTICLE III

Standing and Special Committees

Section 1. Creation of Committees. The President, with the concurrence of the Board, may at any time create or dissolve and assign duties to such standing or special committees as he/she deems necessary and appropriate.

Section 2. Appointments. The President, with the concurrence of the Board, shall appoint the chairmen and members of the standing committees as soon after the annual meeting as practicable, but all chairmen and members shall serve until their successors have been selected.

Section 3. Meetings of Standing Committees. The Chairman of each standing committee shall call meetings of the committee at such times as he/she deems desirable or when requested to do so by the President.

ARTICLE IV

Newsletter

Section 1. Editorial Content. Members of the Association may submit material for publication in the Current, but the President, with the concurrence of the Board, shall approve the content of the Current.

Section 2. Advertising. The President, with the concurrence of the Board, may approve the publication of any advertising in the Current which is not inconsistent with the objectives of the Association.

Section 3. The editor of the newsletter shall arrange for its preparation, layout and printing, after clearing its contents with the President.

ARTICLE V

Annual Dues

Section 1. Annual Dues. The Board shall fix the annual per household dues of the Association, subject to approval by the Association. Dues shall be payable in advance for a period running from January 1 to and including December 31.

ARTICLE VI

Receipt, Deposit and Disbursement of Funds

Section 1. Deposit of Receipts. All receipts of the Association shall be deposited in such depository as the Board may be resolution from time to time designate.

Section 2. Disbursement of Funds. The Board may authorize or approve expenditures not in excess of $500.00 in support of established policies or objectives of the Association.

Section 3. Annual Audit. A majority of the members voting and present at any meeting can request appointment of an audit committee to examine the books and supporting records of the Treasurer. The committee shall submit a report with recommendations, if any, no later than the last regular meeting of the calendar year in which the request is made.

ARTICLE VII

Parliamentary Rules

Section 1. Order of Business. The order of business at regular meetings of the Association shall be as follows:

(1) Reading of the minutes of the preceding meeting, unless waived.
(2) Reports of the Secretary and Treasurer, unless waived.
(3) Consideration of amendments to the Constitution and By-Laws.
(4) Admission of members from adjacent areas and consideration of honorary memberships.
(5) Report of the Board.
(6) Reports and proposals of standing committees.
(7) Reports and proposals of special committees.
(8) Reports of delegates, representatives and appointive offices.
(9) Unfinished business.
(10) New business
(11) Adjournment.
Section 2. Standing Rules:

a. Every adult (over eighteen) full-time resident of a household for which membership dues have been fully paid up at least sixty days prior to the date of an election may vote.

b. Votes shall be initially by voice, except where another manner of voting is provided for by the Constitution or By-Laws. Any member may after the voice vote request a show of hands. Any ten members may require that the eligibility of all persons voting be verified by reference to the rolls of the membership.

c. No member shall be allowed to speak until recognized by the presiding officer.

d. No member shall speak more than twice on a pending matter until all others who desire to do so have been heard. Nor shall any member consume more than five minutes consecutively, without unanimous consent.

e. The president shall confine the members to the matter under discussion and shall rule out of order any discussion of libelous, sectarian or obscene nature.

f. Consistently with the standing rules set out herein, the President shall conduct the meetings informally, but may follow Robert's Rules of Orders when he/she deems it necessary and appropriate.

ARTICLE VIII

Amendment to the By-Laws

Section 1. Procedure. Amendments to these By-Laws must be presented in writing at a regular or special meeting of the Association. Upon presentation, the Secretary may read the full text of the amendment to the members present. The person or committee sponsoring the amendment will be permitted to explain briefly its purposes and answer questions thereon, but there shall be no debate. At the following meeting the amendment shall be subject to debate and shall, if the majority voting are in favor, take effect immediately.