PHCA Bylaws and Amendments
Bylaws of Pimmit Hills Citizens’ Association, INC.
(Revised February 2013)
Article I. Membership.
1. Membership shall be open to all residents and non-resident 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 years of age or older. A single payment of the annual membership fee will convey membership, and all the rights and privileges afforded, to one person only. Eligible persons will have the right to hold one membership only at any one time. Membership is not transferable. Within the above regulations, there will be no limit on the number of members registered to a dwelling unit.
2. Membership shall be annual and will be granted upon payment of an annual membership fee. Application for membership maybe filed on any day of the year. Membership is granted after completion and receipt of a membership application and annual dues. Membership renewal is required one year from the date that membership is granted. Continued membership is contingent upon being up-to-date on membership dues. At the annual meeting each year, membership fees will be determined for the next year..
3. Voting within PHCA organized meetings shall be limited to one vote per paid membership, regardless of the number of residents residing within a single dwelling unit. Members shall not have proxy, absentee, or cumulative voting privileges.
4. The membership shall have the right to elect all officers and directors of the corporation.
5. The 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.
6. Only 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 a 3-year Director. Each shall serve for a term of one (1) year, except the 3-Year Director, who shall serve for a term of three (3) years. No member of the board shall serve more than 3 consecutive terms in any one office, except the 3-year Director, who shall not immediately succeed himself/herself as 3-year Director. An exception to this provision may be voted on by the membership during election.
2. The President of the Association shall concurrently serve as the Chairman of the Board of Directors. The Secretary of the Association shall concurrently serve as the Secretary of the Board of Directors. The Secretary shall record the minutes of the meetings of the Board of Directors and make these minutes available at the next Membership meeting after the Board meeting.
3. All directors shall be elected by the membership.
4. The Board of Directors may meet monthly, but at least annually. At their first meeting following the annual membership meeting, the new Board may fix the day of the month on which they will meet in each month of the remainder of the association year. If possible, the times of the regular meetings shall be published in the Dispatch.
5. Special meetings of the Board may be called on not less than 24 hours notice by the Chairman, and shall be called by the Chairman upon written petition of three members of the Board of Directors.
6. The Board of Directors shall make interim appointments to fill vacancies occurring in the offices of President, Vice-President, Treasurer, Secretary and 3-Year Director. Said appointments shall be effective until the next annual meeting of the membership.
7. The Board of Directors shall appoint annually a Nominating Committee from the membership of not 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 which is two regular meetings prior to the annual May meeting of the corporation.
8. 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.
9. A director may be removed from office as provided for in the 1950 Code of Virginia as amended and in accordance with Article IV, B 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 one-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. He/She 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. An officer may be removed from office only for cause upon the written complaint of a member or members. Such complaint shall be submitted at a regular membership meeting. 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 not less than two weeks or more than six 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 of the members present and voting.
Article V. Nominations of Officers and Directors.
1. Sixty (60) days prior to the annual May meeting of the corporation, the Nominating Committee shall notify all members of the opening of nominations for officers, the offices to be filled and of the date of the election by U.S. Mail, email or posting on the corporation website.
2. 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 in writing to the membership at least 30 days prior to the annual May meeting of the corporation. The recommendations shall be delivered by U.S. Mail, email and/or posting on the corporation website.
3. 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.
4. Any member of the Nominating Committee nominated for or seeking office must vacate their position at least fifteen (15) days prior to the annual May meeting and be replaced by a member nominated by the president and approved by the Executive Board. Members of the Nominating Committee may not be nominated after this date nor floor at the annual May meeting by other members of the Association.
5. At least fifteen (15) days prior to the election, the Nominating Committee shall notify all members of the election date and the candidates for offices. This notification can be done by electronic newsletter, email and/or posting on the corporation website.
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 and Directors shall be elected to a term of twelve months, as specified in Article Ill, commencing June 1 and expiring May 31 or until their successors shall be duly elected and qualified.
3. All officers and directors shall be elected by secret, written ballot by a plurality of the members present and voting.
4. Challenges and objections to the election must be submitted in writing, with a statement of supporting reasons that includes specific facts as well as any documentation, to the Nominating Committee within five (5) days of the count.
5. The Nominating Committee shall issue its written opinion regarding the objections no later than ten (10) days after receipt of such objections.
6. The election results will be published and distributed to the membership within thirty (30) days of the count. Results may be given by US mail, email, or posting on the Association website.
7. All elections materials, including the ballots, will be kept in a secure location for one (1) year.
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 full membership of the Board upon thirty (30) days written days notice to the appointee, and the Board may appoint successors to those appointees whose services have been terminated.
Article VIII. Financial Affairs.
1. The Treasurer shall maintain records in accordance with generally accepted accounting principles. At the June meeting, he/she 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 approval of the 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 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 meeting of the members of the corporation shall be held during the month of May.
2. Regular meetings of the membership shall be held at least five (5) times per year between September and June, on the first Tuesday of the month at 7:30 p.m. except when otherwise notified.
3. Except as otherwise provided herein, decision on all matters brought before the membership shall be determined by a majority vote of the members present and voting; provided that a quorum of fifteen (15) members is present.
1. Special meetings of the membership may be called by the president or the Board of Directors.
2. A special meeting of the membership shall be called within fourteen (14) days upon the written petition subscribed by fifteen (15) members submitted to the President or the Board of Directors.
3. email or posted notice of any special meeting shall be given to the membership at least ten (10) days prior to the date of such meeting. Said notice shall state the place, day, hour and purpose of such meeting.
C. Procedure at Meetings.
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 Roberts Rules of Order.
Article X. Official Notice.
A. Official notice of any membership meeting must be in writing, state the place, day and hour of the meeting and may be given:
1. By delivery of a newsletter to each household at least ten (10) days prior to the date of said meeting, or
2. By US mail, email, or a posted copy of the email at the library, a copy thereof at least ten (10) days prior to the date of said meeting.
3. Meeting date signs to be posted at entrances of Pimmit Hills three (3) days before meeting.
Article XI. Amendment of Bylaws.
These Bylaws may be amended by a two-thirds vote of the members present and voting at any meeting, provided the proposed amendment shall have been submitted in writing, proposed and seconded at a previous regular meeting of the membership, and provided further that a copy of the proposed amendment shall be delivered or published as provided in Article X not less than ten (10) nor more than fifty (5O) days prior to the date of the meeting. Amendments 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.
02/05/13 – Articles 1, 5 and 6
05/01/12 – Article 1.2
10/06/09 – multiple revisions