ALEXANDRIA FEDERATION OF CIVIC ASSOCIATIONS, INCORPORATED

BYLAWS

ARTICLE I – Name

The name of this corporation shall be “ALEXANDRIA FEDERATION OF CIVIC ASSOCIATIONS, INCORPORATED” (the “Federation”).

ARTICLE II – Purpose

1) It shall be the purpose of this Federation to operate as a nonprofit corporation that qualifies as an organization under section 501(c)(4) of the Internal Revenue Code, as amended, and to serve as a means of communication among its member Associations about matters of common interest, thereby keeping all Associations informed, and also drawing upon the collective wisdom of Federation members.  The Federation will also represent the views of the Federation before the city government when certain conditions are met.  That is, the Federation will take a public position on an issue only after approval by majority vote of the Federation’s Member Associations at a regular or special meeting, provided that notice about that issue is given at least 10 days prior to the meeting date, absent extraordinary circumstances as determined by the Co-Chairs, as defined in Article IV, Paragraph 6.

2) It is the intent of the Federation to adopt an advocacy role on only those matters that involve overarching concerns throughout the City.  To ensure that Associations that are not in agreement on a Federation position or wish to remain neutral are noted, the Federation leadership when preparing to address City government officials, boards and commissions on an issue will provide said City government boards or commissions a written report that lists, by name, those member Associations which do not concur or have decided not to take a position.

3) It is also the intent of the Federation that all member Associations remain free to pursue any and all efforts with City government officials, boards and commissions independently of or concurrently with the efforts of the Federation.

ARTICLE III – Membership

1) The membership of the Federation shall consist of those residential, civic, citizen, community, condominium and tenant Associations and additional applicant Associations conforming to Section (2) of Article III, as may be admitted by vote at a meeting of the Federation after review by the Board of Directors to determine eligibility.

2) To be eligible for admission as a voting-member, an Association must be organized and operated for non-partisan civic purposes and have members representing at least 25 households living in the City of Alexandria (hereinafter referred to as “Member,” “Member Association,” or “Voting-Member Association,” or “Association”).   An Association having members representing less than 25 households may join as a non-voting member of the Federation.  Unless otherwise specified, any references to “Members,: “Member Associations,” or “Voting-Member Associations” shall be deemed to refer to voting members only.

3) Each Voting-Member Association of the Federation shall be entitled to designate three (3) delegates and three alternate delegates to the Federation.  The President of the Association shall be a delegate.  The President or other official of the Association shall certify to the Secretary of the Federation the names of the delegates, alternates, the chairperson of the delegation, and the number of households in the City of Alexandria represented in the Association, as soon as practicable after the beginning of the Federation’s membership year, but in no case later than August 31 of each year.  New Member Associations shall provide such certified lists, together with the number of households in the City of Alexandria represented in the Association, to the Secretary within two months from the date of becoming Federation members.  The President of the Association also shall have the right to amend the names of the delegates and alternates and the chairperson of the delegation by providing an amended certified list to the Secretary of the Federation.  No delegate or alternate shall be eligible to vote until the President of the Association provides the required certified  list to the Secretary.

ARTICLE IV – Members’ Meetings

1) Official action by the Federation shall be taken pursuant to a majority vote of the Voting-Member Associations present and voting, assuming a quorum is present, at an annual, regular or special meeting of the Federation.

2) Delegates from at least one-half of the voting-member Associations representing in the aggregate at least one-half of the total number of households represented by the voting-member Associations shall be a quorum for transaction of business at meetings.

3) The Annual Meeting of the Members of the Federation (the “Annual Meeting”) for the election of officers and directors and the transaction of such other business as may properly come before it shall be held in the month of June at such place within the Commonwealth of Virginia as shall be set forth in the notice of the Annual Meeting.  The Secretary shall give the notice of Annual Meeting, which shall include the place, date, and hour of the meeting.

4) Regular meetings of the Federation shall normally be held the last Wednesday of every month, with the exception of July and August.  Notice of each regular meeting shall be given to each member Association at least one (1) week before the meeting.

5) Unless otherwise required by law or the Articles of Incorporation (the “Articles”), special meetings of the Members (“Special Meetings”) may be called at any time by the Board of Directors, or upon the written request of three Voting-Member Associations.  The notice shall state the purpose of the Special Meeting, and any matter not covered in such notice shall not be in order at the meeting.  Notice of each Special Meeting shall be provided to each member Association at least one (1) week before the meeting.

6) Whenever, under the provisions of law, the Articles, or these Bylaws, notice is required to be given to any Member or Director, such notice may be given in writing by regular mail, electronic mail (e-mail), telegram, or private overnight mail service, addressed to such Member or Director at the Member’s or Director’s address as it appears on the records of the Federation.  Notice given by regular mail shall be deemed to be given at the time it is deposited in the United States Mail.  Notice may also be given orally by telephone or in person.  All waivers of notice must be in hard copy, manually signed, and shall be filed with the minutes or other permanent records of the Federation.

7) Each Voting-Member Association in good standing shall have one vote which shall be cast by the chairperson of its delegation, or in that person’s absence, the attending delegates if there is consensus in the delegation.  All matters of vesting discretion in, or giving instruction to, delegates shall be exercised by the member Associations.  Upon request of any delegate, voting shall be by roll call of member Associations.  A motion is said to carry when more than one-half of the voting-member Associations, representing more than one-half of the households in the aggregate, present at the meeting, vote in the affirmative.

ARTICLE V – Officers

1) The Officers shall be two Co-Chairs, a Vice-Chair, Secretary, and Treasurer.  The Co-Chairs will preside at meetings as they shall determine among themselves.    Additionally all correspondence, testimony, news releases and other public statements will be approved by both Co-Chairs prior to public release.

The Co-Chairs, or specific individuals designated by them (“Designees”), are the only individuals authorized, to speak on behalf of the Federation.  Designees, who could include the Vice-Chair or Committee Chairs among others, are distinct from individuals who are nominated by the Federation and appointed by the Mayor or other City officials to serve as Federation representatives to a City-created advisory group, task force, or other entity (“Appointed Liaisons”).   Only Designees are authorized to speak on behalf of the Federation.    

The Vice-Chair shall preside at meetings of the Board or the Federation in the absence of, or at the request of, the Co-Chairs.

The Secretary shall prepare minutes of the meetings of the Board and the Federation; keep records of Federation correspondence and a book of minutes of all meetings of the Board and the Federation; prepare a summary report of actions or recommendations by the Board for presentation to the Federation by the presiding officer at the next regular meeting of the Federation.

The Treasurer shall keep and maintain in written form (or any other form capable of being converted into written form) adequate and correct books and records of accounts of the properties and business transactions of the Federation, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.  The Treasurer shall receive and be custodian for any funds received by the Federation; issue receipts; deposit funds in the Federation’s financial accounts; and disburse the funds of the Federation in accordance with the Federation’s budget and as ordered by the Board.  The Treasurer shall provide a summary report at each meeting and submit a formal financial report to the membership at least twice a year.

ARTICLE VI – Election of Officers and Directors

1) By March 31 of each year, the Co-Chairs shall appoint, with the approval of the Board of Directors, a Nominating Committee of not less than five (5) persons, including the two most recent past Co-Chairs of the Federation.  No two persons appointed shall be from the same member Association.  The Nominating Committee shall complete its work and send member delegations a copy of its slate at least ten (10) days before the May meeting.  Additional nominations may be made from the floor, and nominations shall be closed, at the May meeting.

2) The election and installation of Officers and Directors shall take place at the Annual Meeting in June.  The election shall be by secret, written ballot.

3) If one of the Co-Chairs has to leave before the expiration of his or her term, the Vice Chair shall automatically fill the vacancy.  If a vacancy occurs in any other office, the unexpired term shall be filled by an appointee of the Co-Chairs, subject to the approval by a majority of the Board of Directors.

4) Each Officer and Director shall serve for one (1) year or until their successors are elected.  The Co-Chairs a can be elected for only two (2) consecutive terms; however, each can be elected to this position again after two years has elapsed from the end of his or her last held term.

ARTICLE VII – Board of Directors and Committees

1) The Board of Directors ( the “Board”) shall be the administrative body of the Federation, and it shall function in accordance with the purpose of the Federation as specified in Article II .  The Board shall consist of not less than eleven (11) nor more than fourteen (14) Directors, including (a) the five (5) officers; (b) the two most immediate past co-chairs; and (c) at least four other elected members.

2) Notice of each Board meeting shall be given to each Board member at least one (1) week before the meeting and shall be provided in accordance with Section (6) of Article IV.  A quorum of the Board shall consist of at least fifty-one (51) percent of the Board members.

3) Except as otherwise provided by the Federation’s Articles of Incorporation, in these Bylaws, or by law, every act or decision done or made by a majority of the Directors present at a Board meeting duly held at which a quorum is present shall be the act of the Board.  Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board individually or collectively consent in writing, including by electronic communication, to such action.  Such action by written consent shall have the same force and effect as the unanimous vote of such Directors at a duly convened meeting.  Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

4) Committees may be created and discharged by the Board in accordance with the needs of the Federation, as the Board may from time to time deem necessary.  The Board shall prescribe the duties and responsibilities of each committee it establishes.  The provisions of these Bylaws which govern meetings, notice of meetings, place of meeting, quorum, and voting of the Board shall apply to meetings of committees.  The Co-Chairs shall appoint persons to serve on each such committee subject to the subsequent approval of the appointees by the Board, provided that each committee shall include at least two members of the Board.

The membership of the Federation, by a majority vote of those in attendance at a meeting at which the quorum requirements enumerated in Section (2) of Article IV are satisfied, may create additional committees over and above those created by the Board.  The membership shall prescribe the duties and responsibilities of each committee it establishes.  The Co-Chairs shall appoint persons to serve on each such committee subject to the subsequent approval of the appointees by the membership, provided that each committee shall include at least two persons who are delegates of member Associations of the Federation.

In addition, the Co-Chairs may establish such temporary advisory groups or task forces as they shall deem necessary and shall appoint the members of such bodies.  Members of any such advisory group or task force shall serve at the pleasure of the Co-Chairs.

Article VIII – Dues and Expenditures

1) The annual dues for each voting-member Association and for each non-voting member shall be in such amount as may be fixed by the Board.  The membership year shall begin July 1.  Payment of dues shall be made before the delegates of any new member Association shall be seated.  Dues for new member Associations shall be pro-rated on a semi-annual basis.

2) Associations more than four (4) months in arrears on dues shall be suspended from voting.  Such Associations may be restored to good standing upon payment of the current year’s dues.

3) All checks, drafts, or disbursements of the Association shall require the signature of the Treasurer or either Co-Chair.    Co-Chairs shall have the power to spend up to $100.  Subject to the approval of the Board, the Co-Chairs shall have the power to authorize any expenditures, up to five-hundred dollars ($500), on behalf of the Federation.  Any expenditure over five-hundred dollars ($500) must be authorized by the Member Associations.

4) The Federation’s fiscal year for tax, accounting, and other purposes runs from January 1 through December 31.

ARTICLE IX – Indemnification of Directors and Officers

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 the Federation or of any other enterprise at the request of the Federation, shall be indemnified by the Federation in accordance with and to the fullest extent authorized by the Virginia Nonstock Corporation Law.  The Federation 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 the Federation, or of any other enterprise at the request of the Federation, may be similarly indemnified, and may have expenses similarly advanced, at the discretion of the Board of Directors of the Federation.

ARTICLE X – Parliamentary Procedure

The current version of Robert’s Rules of Order, Newly Revised, shall govern all proceedings of the  Federation to which they are applicable and in which they are not inconsistent with the Federation Articles of Incorporation, the Bylaws, and any special rules of order that the Federation may adopt.  If the Federation or its Board shall adopt any special rules of order , such rules shall be available for review at the next Federation members’ meeting.

ARTICLE XI – Amendments

A proposed amendment to these Bylaws shall be submitted in writing to the delegates of the Member Associations at least ten (10) days in advance of the meeting at which the vote thereon is proposed to be taken.  The affirmative vote of two-thirds of the voting-member Associations, present and voting, assuming a quorum is present, shall be necessary for adoption of any amendment.

Adopted April 19, 2011, and amended June 27, 2012 and October 31, 2012.