Constitution & Bylaws
These are the revised Constitution and By-Laws, passed unanimously by the Membership Meeting at the 22 Sep 2011 and amended at the Membership Meeting 15 Nov 2012.
CONSTITUTION OF THE NORTH OLD TOWN INDEPENDENT CITIZENS CIVIC ASSOCIATION, INCORPORATED (NOTICe)
ARTICLE I - NAME
The name of this entity is the North Old Town Independent Citizens Civic Association Incorporated or NOTICe. This civic association is an incorporated 501 C (3) non-profit entity, composed of residents of the city of Alexandria, Virginia and others who have a special interest in North Old Town.
ARTICLE II - PURPOSE
SECTION 1. The purpose of this non-profit entity is to educate city residents, especially those residing in North Old Town, on matters of public interest, and to promote their interests, welfare, and common good. North Old Town is defined by the Old Town North Small Area Plan as District # 1 and is bounded by: the Potomac River on the east; Oronoco Street on the south; the west side of North Washington Street on the west; and Daingerfield Island on the north. Also, NOTICe will distribute information and contributions to other organizations that qualify as exempt organizations under section 501 C (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
SECTION 2. NOTICe accomplishes its purpose by:
a) Using written, oral, and electronic communications and holding meetings: 1) to educate and inform residents about current local issues, such as development plans; 2) to encourage residents to become aware of and involved in city policies, procedures and practices; and 3) to educate residents about city policies, procedures, and practices, improving their interaction with government officials.
b) Providing forum opportunities for city and other officials and residents to discuss issues and proposed changes to standard practices particularly relevant to North Old Town.
c) Calling for and establishing resident task forces to monitor and study specific concerns and issues and to inform the North Old Town neighborhood, elected officials, and civic leaders.
d) Communicating on a regular basis with other Alexandria civic associations, homeowners associations, and residents to maintain the awareness of the community regarding common interests and issues.
e) Keeping residents informed of local crimes, trends, and safety issues.
ARTICLE III -- MEMBERSHIP
Membership in NOTICe will be open to individuals eighteen (18) years of age or older who have an interest in North Old Town Alexandria. Each member will pay dues as may be set by the Board of Directors in accordance with the Constitution and By-laws. Each member will be entitled to one vote in all matters brought before membership meetings. Proxy voting will be allowed following procedures established by the Board of Directors. Members assume the rights of members, once they have submitted their membership form and dues to the Treasurer.
Membership benefits include: Notification of association meetings; receipt of information about issues relating to North Old Town Alexandria; the right to vote on issues and nominations brought before NOTICe meetings; eligibility for nomination to the NOTICe Board; and availability of NOTICe as an educational and informational resource for individuals, local resident associations, and businesses.
ARTICLE IV -- OFFICERS AND DIRECTORS
SECTION 1. The Board of Directors will consist of no fewer than five (5) and no more than nine (9) [increased from 7 per amendment approved by membership 11/15/12] persons who are members of NOTICe. The number of Directors within this range will be determined by majority vote of the Board of Directors. The term of board members shall be one (1) year. The Board of Directors will have the powers and authority generally associated with a board of directors to set and accomplish the organization’s goals, policies, and programs and to manage the assets of NOTICe. A majority of the members of the Board shall constitute a quorum. Except as provided in this Constitution or the By-Laws, decisions of the Board shall be by majority vote of the Board members present. When time is of the essence, email votes may be taken. However, such votes must be confirmed and recorded in the minutes at the next meeting of the Board.
SECTION 2. The Board of Directors will be elected at the annual meeting and will assume office at the close of that meeting. Sixty days prior to the annual meeting, the President, with the advice and consent of the current Board of Directors, will appoint a Nominating Committee, consisting of at least two (2) members. The nominating committee will provide information about each candidate to be distributed to the membership at least 21 days prior to the annual meeting. At the annual meeting, nominations from the floor will be received. If nominations from the floor result in more nominees than board positions available, the President will call for a written vote and appoint tellers who will count the votes and announce the results. If no more than seven (7) are nominated by combining the nominees presented by the nominating committee and those nominated from the floor, the President may take a voice vote to confirm the election of those nominated. When a vacancy occurs between annual meetings, the board, by majority vote, shall appoint a director to fill the vacancy. A director so appointed will serve until the next annual meeting.
SECTION 3. The Board will elect the officers of NOTICe: President, Vice-President, Treasurer, and Secretary. Officers will be elected annually at a meeting of said Board to be held no more than sixty (60) days after the annual meeting. No one person will hold more than one of these offices at a time. Each term of office is for one year. Officers may be removed by majority vote of the board without cause at any duly called meeting of said board.
SECTION 4. Any person (and the heirs, executors, administrators and estates of any such person) who at any time shall serve, or shall have served, as a director or officer of NOTICe or of any other enterprise at the request of NOTICe, shall be indemnified by NOTICe in accordance with and to the fullest extent authorized by the Virginia Nonstock Corporation Law. NOTICe shall advance to any such person the expenses (including attorneys' fees) of obtaining such indemnification or of defending against any action or proceeding against such person. Any person (and the heirs, executors, administrators and estates of any such person) who at any time shall serve, or shall have served, as an employee or an agent of NOTICe, or of any other enterprise at the request of NOTICe, may be similarly indemnified, and may have expenses similarly advanced, at the discretion of the Board of Directors of NOTICe.
ARTICLE V – LIMITATIONS ON EXPENDITURES AND ACTIVITIES
SECTION 1. Board members and officers shall receive no compensation for their services, except that they and other persons may be reimbursed for actual, authorized expenditures made on behalf of NOTICe. No part of the net earnings of the organization shall inure to the benefit of or be distributed to its members, trustees, officers or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose article hereof.
SECTION 2. No substantial part of the activities of the organization shall be for the purpose of influencing legislation. The organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on: (A) by an organization exempt from federal income tax under section 501(C) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code; or (B) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
ARTICLE VI -- AMENDMENTS
Any member may propose, in writing, an amendment to this constitution and present same at any membership meeting.
The Board will consider any such proposal and will give notice of the text of the proposed amendment to members at least fourteen (14) days in advance of the next meeting. At that meeting, the Board will make recommendations to the members regarding the proposed amendment. The amendment will be adopted if it receives the affirmative vote of two-thirds (2/3) of those members present in person or by proxy at the meeting that is attended by at least twenty five percent (25%) of the membership in person or by proxy.
ARTICLE VII -- PARLIAMENTARY AUTHORITY
Rules of Order (Revised) will be the parliamentary authority on all procedural matters, not covered by the Constitution and By-Laws of NOTICe.
ARTICLE VIII -- DISSOLUTION
Any member of NOTICe may present a petition to the Board of Directors calling for dissolution of NOTICe provided that said petition states specific reasons for dissolution and is signed by at least ten (10) members of NOTICe. If two-thirds (2/3) of the Board of Directors approves said petition, a members meeting will be called within sixty (60) days to consider the petition. Notice of such a meeting, its purpose, and the reasons for dissolution shall be provided to the members at least thirty (30) days in advance of said meeting via the NOTICe web site and electronic mailing to electronic address on file with NOTICe. If three-fourths (3/4) of the members attending the membership meeting called for that purpose approved the petition, NOTICe will be dissolved.
Upon the dissolution of NOTICe, assets shall be distributed: (A) to organizations supporting one or more exempt purposes within the meaning of section 501 (C) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code; or (B) to the federal government, or to Virginia or Alexandria government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas in Alexandria, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Effective 22 September 2011
NORTH OLD TOWN INDEPENDENT CITIZENS CIVIC ASSOCIATION, INCORPORATED (NOTICe)
ARTICLE I -- MEETINGS
SECTION 1. NOTICe will endeavor to hold up to three (3) regular membership meetings per year, one of which will be the annual meeting. Notice of regular membership meetings will be given at least fourteen (14) days in advance of the meeting. Notice of the annual meeting will be given to members 21 days in advance of the date. Membership meetings will include: a Call to Order, Reading of the Minutes, the Treasurer's Report, Old Business, and New Business and any program or presentation that the Board may deem suitable and informative to the members. To conduct business at any membership meeting a quorum will consist of at least one (1) elected officer and no fewer than 25% of the membership in person or by proxy.
SECTION 2. The annual meeting will be held between November 1 and 21 each year.
SECTION 3. The President may call special meetings of the membership. A special membership meeting will be convened within twenty one (21) days upon the request of three (3) members of the Board. Notice of special meetings will be given to members at least five (5) days before the meeting by posting on the NOTICe web site or by electronic mailing to electronic addresses on file with NOTICe.
SECTION 4. Membership meetings will be open to the public; however, only members may vote on any issue.
SECTION 5. The Board of Directors will meet regularly, as determined by said Board. The President may convene special meetings of the Board of Directors by notifying all members of the Board either by written or electronic means at least twenty four (24) hours in advance of the meeting. The President will call a special meeting of the Board within ten (10) days on the request of three (3) or more members of the board.
ARTICLE II -- DUTIES OF OFFICERS
SECTION 1. The President will preside at meetings of the membership and the Board of Directors. The President will perform the duties usually associated with the office of President of an organization.
SECTION 2. In the absence of the President, the Vice-President will undertake the President's functions. In the event of resignation or withdrawal of the President, the Vice-President will serve as president until the next annual election.
SECTION 3. The Treasurer will receive, safely keep, and account for the funds of NOTICe. The Treasurer will make expenditures on order of the President or a majority vote of the Board. If the orders of the President and the Board conflict, the vote of the majority of the Board will be determinative. The Treasurer is empowered to establish, close, and make deposits to and withdrawals from NOTICe accounts. When time is of the essence, all elected officers are empowered to make expenditures. In the absence of the President and Vice-President, the Treasurer will perform their duties.
SECTION 4. The Secretary will record minutes of both board and membership meetings and maintain files of those minutes, keep records of correspondence, and otherwise undertake the duties pertaining to the office.
ARTICLE III -- DUES
The amount of dues will be determined by the Board of Directors. The dues year will run from November 1 to the following October 31.
ARTICLE IV -- COMMITTEES
SECTION 1. The President will appoint, with the advice and consent of the Board of Directors, an Auditing Committee that will submit a written report during the annual meeting on the correctness of the Treasurer's accounts.
SECTION 2. The President is empowered to appoint special or ad hoc committees as he/she deems needed. Also, the President may be directed to appoint a special committee by a majority vote of members attending any membership meeting or by majority vote of the Board. Any special or ad hoc committee will be required to follow guidelines from the Board, that includes routine reports and progress updates.
ARTICLE V -- AGENDA OF MEETINGS
With the consent of the Board of Directors, the President or designee will prepare an agenda for each membership meeting and distribute it to the attendees at the time of the meeting.
ARTICLE VI -- AMENDMENTS
Any member may propose, in writing, an amendment to these by-laws and present same at any membership meeting.
The Board will consider any such proposal and will give notice of the text of the proposed amendment to members at least fourteen (14) days in advance of the next member meeting. At that meeting, the Board will make recommendations to the members regarding the proposed amendment. The amendment will be adopted if it receives the affirmative vote of two-thirds (2/3) of the members present in person or by proxy at said meeting if a quorum is present.