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PHCA Bylaws

Bylaws of Pimmit Hills Citizens’ Association, INC.
(Last revision: April 2016)

Article I. Membership.
1.    Membership shall be open to all residents and non-resident property owners of single family homes within Pimmit Hills. Pimmit Hills is defined as that area within the boundaries of Route 7, Magarity Road, the Dulles Access Road and Pimmit Run. Members shall be eighteen (18) or more years of age.
2.    Membership shall be annual and will be granted upon receipt of an annual membership fee. Application for membership may be filed on any day of the year. Membership is granted after completion and receipt of membership application and annual dues. Membership renewal is required one year from the date that membership is granted. Continued membership is contingent upon being paid-in-full on membership dues. At the annual meeting each year, membership fees will be determined for the next year. A single payment of the annual membership fee will convey membership, and all the rights and privileges afforded to members. Membership fees are non-transferable and non-refundable.
3.    Membership categories:

Any person who meets the criteria for membership as outlined in Article I, Section 1 above may purchase a voting membership in the association. A voting membership confers a single vote to the individual who purchases the voting membership.

a.    Resident. Any one person permanently residing in a single family home located in Pimmit Hills. There may be more than one resident membership per single family home.

b.    Non-Resident Owner. Any person(s) not residing in Pimmit Hills, but owning a single family home in Pimmit Hills. There can only be one (1) non-resident owner membership per single family home.

c.    Non-Resident Supporter. Organizations or individuals who neither own property nor reside within Pimmit Hills. This category of membership does not include voting privileges.

4.    Voting members shall have proxy, absentee, and/or cumulative voting privileges. A proxy must be submitted in writing (or electronically) by the member, verified by the Board, and confirmed to member prior to any membership meeting. A proxy may not be used to meet quorum.

5.    The voting membership shall have the right to elect all officers and directors of the corporation.
 
6.    The voting membership shall have the sole right, subject to the requirements of a quorum and majority as hereinafter provided:
a.    To determine the policy of the corporation.
b.    To authorize expenditure of corporate funds except as otherwise provided herein.
c.    To authorize the corporation to enter into any contract, agreement, or arrangement of any kind or nature.
7.    Only voting members shall be eligible to be Officers or Directors of the corporation.

Article II. Activities.

In fulfilling the objectives of the association as stated in the Articles of Incorporation, the corporation:

1.    Shall be non-partisan and non-sectarian. 

2.    May cooperate with civic and such other organizations as may be of assistance in furtherance of the association’s goals.

3.    Shall inform members and/or residents of the community on matters of interest to the community by periodically publishing and distributing a newsletter.

Article III. Board of Directors.

1.    There shall be five (5) members of the Board of Directors, as follows: President, Vice President, Treasurer, Secretary, and Director. Each shall serve for a term of two (2) years, except the Director, who shall serve for a term of three (3) years. No member of the Board shall serve more than three (3) consecutive terms in any one office, except the Director, who shall serve no more than two (2) consecutive terms. An exception to this provision may be voted on by the membership during the election meeting. The President's and Secretary's elections will be held in even numbered years. The Vice President's and Treasurer's elections will be held in odd numbered years.

2.    The President of the Association shall serve concurrently as the Chairman of the Board of Directors. The Secretary of the Association shall serve concurrently as the Secretary of the Board of Directors. The Secretary shall record the meeting minutes of the Board of Directors and make these minutes available at the next Membership meeting.

3.    All Board members shall be elected by the voting members.
 
4.    The Board of Directors shall make interim appointments to fill vacancies occurring in the offices of President, Vice-President, Treasurer, Secretary, and Director. Said appointments shall be effective until the next annual meeting of the membership.

5.    The Board of Directors shall appoint an annual Nominating Committee from the membership of no less than three persons. The appointment and composition of the Nominating Committee shall be announced by the Board of Directors at a meeting of the members at least two regular meetings prior to the annual May meeting of the corporation.

6.    The Board of Directors shall manage the affairs of the corporation in compliance with these Bylaws. To that end, they shall establish and publish a statement of Administrative Guidelines, setting forth the methods of conducting the affairs of the Corporation. From time to time, the Board may add to or change the Guidelines at the annual May meeting.

7.    Any Board member may be removed from office in accordance with Article IV, Items 5 and 6 of these Bylaws.
Article IV. Officers.
1.    The Officers of the corporation shall be President, Vice President, Treasurer, and Secretary. All elected officers shall be members of the Board of Directors for a two-year term.

2.    The Vice President shall preside at all meetings in the absence of the President. In case of resignation, death, or disability of the President, the Vice President shall become President for the unexpired term, or during the duration of the disability. The Vice President is responsible for the publication of the corporation newsletter.

3.    Either the President or the Vice President shall be a delegate of the corporation to all federations, organizations, or conferences of civic groups to which the corporation belongs or decides to send representatives.

4.    The Secretary shall keep minutes of the membership minutes; shall keep a roll of the officers, directors, committee members and members in good standing; shall cause to be published official notices; and shall gather and preserve all written records, and shall make all records of the corporation available to any member upon reasonable demand.

5.    Any Officer may be removed from office only for cause upon the written (or electronic) complaint by a member or members. Such complaint shall be submitted at a regular membership meeting.

6.    A hearing on the charge or charges, before the membership, shall be scheduled for the next regular membership meeting or at a special membership meeting no less than two (2) weeks or no more than six (6) weeks after submission of the complaint and only after notice to the membership of said complaint. Disposition of the charge or charges shall be determined by secret, written ballot of three-fourths (3/4) of the voting members present.

Article V. Nominations of Officers and Directors.

1.    The Nominating Committee shall recommend one or more eligible candidates for each office or directorship to be filled. The report of the recommendations of the committee shall be presented to the membership at least thirty (30) days prior to the annual May meeting of the corporation.

2.    Nominations for Officer or Director shall not be limited to those individuals recommended by the Nominating Committee, but shall be available to all the members until a motion is made, seconded, and approved at the annual membership meeting to close the nominations for officers.

3.    Members of the Nominating Committee may not nominate themselves, but may be nominated from the floor by other members of the Association.

Article VI. Election of Officers and Directors.

1.    Elections of all Officers and Directors shall be held at the annual meeting of the membership and shall be presided over by the Chair of the Nominating Committee.

2.    All Officers shall be elected, as specified in Article III, commencing June 1 and expiring May 31 or until their successors shall be duly elected and qualified.

3.    The Director shall be elected, as specified in Article III, commencing July 1 and expiring June 30 or until the successor shall be duly elected and qualified.

4.    All Officers and Directors shall be elected by secret, written ballot by a plurality of the voting members present.

5.    If any nominated Board of Director is unopposed on the final ballot, then verbal affirmation by majority of voting members shall suffice.

Article VII. Committees.

1.    The Board may each year appoint committees to advance the work of the corporation in such matters as membership, special events, parks, streets, zoning, safety, etc. Such committees shall always be subject to the final authority of the Board. Special committees may also be appointed by the Board to aid on particular projects. These committees, if formed, will also be subject to the final authority of the Board.

2.    Any committee appointment may be terminated by a majority vote of the Board upon ten (10) days’ written (or electronic) notice to the appointee, and the Board may appoint successors to those appointees whose services have been terminated.

3.    All committees will provide regular updates to the Director prior to any report at membership meetings.

Article VIII. Financial Affairs.

1.    The Treasurer shall maintain records in accordance with generally accepted accounting principles. At the June meeting, the Treasurer shall submit an accounting of all income and disbursements for the preceding twelve months.

2.    The Treasurer shall collect and deposit all Association monies in a local Virginia bank that is a member of the FDIC.

3.    The annual budget shall be submitted by the Treasurer at the September meeting of the corporation, for the majority approval by the voting membership. Approval of said budget shall constitute authorization for disbursements in the manner and for the purposes therein set forth. Except as provided herein, all other disbursements shall first be approved by the voting membership. All disbursements shall be made by the Treasurer and approved by the Board. The Board of Directors is authorized to approve necessary disbursements to issue official notices of special meetings.

Article IX. Meetings.

1.    The annual membership meeting of the corporation shall be held during the month of May.

2.    Regular membership meetings shall be held at least five (5) times per year between September and June, on the second Tuesday of the month at 7:30 p.m. except when otherwise notified.

3.    Provided that a quorum is present, decisions on matters brought before the membership which require no official PHCA position/statement shall be determined by a simple majority vote of the members present and proxies (as per Article I, Section 4).  Matters which require an official PHCA position/statement shall meet the following criteria:

    a.    The matter shall have been submitted in writing (or electronically) to the Board no less than 20 calendar days (exceptions may be made at the Board’s discretion) before the next membership meeting.

    b.    The Board will then submit the matter to the membership electronically no less than 10 calendar days (exceptions may be made at the Board’s discretion) before aforementioned meeting at which the matter must be submitted (by requestor) for discussion and subsequent vote.

    c.    The final proposed position/statement shall have been determined by a simple majority vote of the members present and proxies (as per Article I, Section 4).

4.    Quorum shall be calculated before the start of each meeting. This number shall be at least 5% (rounded down) of the PHCA voting membership in good standing.

5.    Special Meetings:
a.    Special meetings may be called if one (1) of the following criteria is met:
i.        No less than 24 hours’ notice by a written (or electronic) petition of a simple majority of the Board of Directors.
ii.        Within ten (10) days upon the written (or electronic) petition by a quorum of members submitted to the President or the Board of Directors.
b.    Notification of any special meeting shall be at least ten (10) days prior to the date of such meeting. Said notice shall state the time, date, place, and purpose of meeting.
6.    Unless in conflict with the Bylaws, all meetings of the Board of Directors and of the membership shall be conducted in accordance with the latest edition of Robert’s Rules of Order.

Article X. Official Notice.

1.    Official notice of any membership meeting must state the time, date, and place of the meeting and be provided at least ten (10) days prior to the date of said meeting.

2.    Delivery of official notice shall be by USPS or e-mail and posted on the PHCA website.

3.    Meeting date signs shall be posted at the entrances of Pimmit Hills at least three (3) days prior.

Article XI. Amendment of Bylaws.

These Bylaws may be amended by a two-thirds (2/3) vote of the voting members present at any meeting, provided the proposed amendment shall have been submitted in writing, proposed, and seconded at a previous regular membership meeting and provided further that a copy of the proposed amendment(s) shall be delivered or published as provided in Article X no less than ten (10) nor more than fifty (5O) days prior to the date of the meeting. Amendment(s) shall be effective when adopted.

Article XII. Dissolution.

In the event of the dissolution of this corporation or in the event it shall cease to carry out the objects  and purposes herein set forth, all property and assets of the corporation shall be distributed to a charitable organization. Under no circumstances shall any of the property and assets of this corporation during its existence and/or upon its dissolution be distributed to any officer, member, or subsidiary of this corporation.

Revisions

04/19/16 - Articles 3.1, 4.1, and 9.3
05/19/15 - Articles 1-10
11/09/13 - Revisions from 02/05/13 rescinded
02/05/13 – Articles 1, 5, and 6
05/01/12 – Article 1.2
10/06/09 – multiple revisions


 

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1927 Pimmit Drive, Pimmit Hills, VA 22043
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