PHCA Community,
We will bring up two items for community vote during our upcoming July 11 meeting. See our homepage for info on how to attend in person or via Zoom.
We are not accepting proxy votes for these measures. It has come to our attention recently that PHCA's original Articles of Incorporation expressly prohibit proxy voting (see this digitized certified copy of the original 1963 Articles of Incorporation, the last sentence on the third page of the PDF: "Members shall not have proxy or cumulative voting privileges").
Even though our bylaws allow for proxy voting, Virginia State Law says that the Articles of Incorporation hold sway. They say "whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling" (from this reference, item E). There is an exception to this, but it does not pertain to proxy voting.
Measure 1: Agreement between The Wheeler Team and PHCA
This is an agreement whereby The Wheeler Team, longtime Pimmit Hills residents Linda and Jamie Wheeler, would like to support this PHCA GoFundMe if PHCA enables them to meet new people that lead to initial meetings or real estate closings. Please read this draft of the agreement if you intend to vote on this measure. It will be a simple approve-or-deny vote.
Post-meeting Update: During the July 11 meeting, we made a minor change to the Term of the Agreement section. The agreement can be terminated by either party, not by mutual consent. Here is the final version that was approved by majority vote during the meeting: Pipeline Legal Fund Agreement between Pimmit Hills Citizens’ Association (PHCA) and The Wheeler Team
Measure 2: Agreement between PHCA and GoFundMe Recipients
This is an agreement made by the PHCA Board and beneficiaries of the money raised by this PHCA GoFundMe. The agreement was made in April 2022. The GoFundMe campaign was created by PHCA as a courtesy to several Pimmit Hills residents who are named in lawsuits brought by Washington Gas after these residents won a ruling before the Fairfax County Board of Zoning appeals. The BZA ruling that called for:
- Pursuant to Fairfax County zoning ordinances, Washington Gas must apply for and obtain a "special exception" permit from the Fairfax County Board of Supervisors in order to pursue the Phase 6 of their Strip 1 Tysons Project.
- Washington Gas must also put Phase 6 of their Strip 1 Tysons Project through a Fairfax County Planning Commission "2232 Review"
Please read a copy of the agreement here: PHCA Board and GFM Recipients Agreement.pdf
The lawyer in this legal case was not hired by and does not represent PHCA, but the agreement was written to require documentation that the money raised by the GoFundMe is being used for legitimate legal services. We are currently in a phase of the agreement where funds are disbursed only in response to invoices and accounting of time spent on the case by the lawyer. Money is disbursed to the GoFundMe recipients, not directly to the lawyer.
Per Article 1, item 6 of PHCA's bylaws, this agreement should have been subject to a community vote, but it was not put through a community vote at the time. We are correcting this error.
In fairness to the beneficiaries, the PHCA Board has decided that if the community votes to discontinue this agreement, it will not be terminated immediately. So the two options to vote on this are:
- Approve the agreement and allow it to remain in effect as described in the agreement
- Unwind the agreement during 2023, and fully terminate it no later than Dec 31, 2023
Post-meeting Update: During the July 11 meeting, a minor change was made to the agreement: the sentence "The invoices shall include an accounting of any funds in escrow." was added to the end of the fourth paragraph.
Here is the final agreement, as amended: PHCA Board and GFM Recipients Agreement - amended July 2023.pdf. Voting members present chose Option 1 above, "Approve the agreement and allow it to remain in effect as described in the agreement," over Option 2 by a vote of 10-2.
