Summary of Changes:
Throughout
The bylaws are amended to include the option of a Chair or Co-Chairs for the
position of Chair, Vice-Chair and chairs of standing committees.
In Article
IV C The requirement to have a Board review of membership applications is
deleted.
In Article
IV D The notification and removal procedures for members delinquent in the
payment of dues are amended to more closely track actual practices of the
organization.
In Article
VI G The program chair or co-chairs are added to the Executive Committee and
the requirement for the Executive Committee to provide minutes about action
which occurred between board meeting is replaced with
an obligation to provide a report to the Board.
In Article
IX The mailing requirement is replaced with an obligation to provide timely
notice by reasonable means.
In Article
XIV The word may is replaced with the word shall to ensure that
indemnification insurance for the Board is purchased.
Proposed
Revised Bylaws
Preface:
The
name of the organization is Arlington Committee of 100.
Article II. Purpose
The
purposes for which the Arlington Committee of 100 is organized are as follows:
A. To study the essential interests, problems and
goals of the people of
B. To promote the welfare of the community by furthering a general and common
understanding of the problems of Arlington County, Virginia, and by educating
the general public about these problems and the efforts necessary for their
solution.
C. To operate exclusively for educational purposes within the meaning of
Section 501 (c)(3) of the Internal Revenue Code of
1954 [hereinafter referred to as "the Code."]
Article III. Powers
At
all times:
A. The Arlington Committee of 100 shall not possess or exercise any power or
authority that would pose a substantial risk of preventing it at any time from
qualifying and continuing to qualify as an organization described in Section
501(c)(3) of the Code, as amended.
B.
As a group this organization shall not carry on propaganda or otherwise attempt
to influence legislation nor influence any action for
or against local issues nor urge approval or disapproval of specific projects
or propositions, nor participate in any political campaign or distribute
material on behalf of or in opposition to any candidate for public office.
C. Pursuant to the prohibition contained in Section 501(c)(3)
of the Code, no part of the net earnings, current or accumulated, of this
organization shall ever inure to the benefit of any private individual. No part
of the assets or net earnings of this organization shall ever be used, nor
shall this organization ever be organized or operated, for purposes that are
not exclusively educational within the meaning of Section 501(c)(3) of the
Code.
Article IV. Membership
A. Individuals who live and/or are
employed in
B. A
membership fee shall be fixed by the Board of Directors and may include a
second member of the same household, payable July 1 of each year.
C. Membership in the
Arlington Committee of 100 will be effective upon receipt of a completed
application form, along with the membership fee, by the Membership Committee.
The Membership Committee will submit regular reports on new members completed
applications to the Board. for review.
D. Any member who fails
to pay dues for one year shall be contacted and if
they fail to renew in due course they will be removed from
membership after proper notification.
E.
Former members may be reinstated upon payment of current dues.
Article V. Officers
The
officers shall consist of the Chair or co-Chairs,
Vice Chair or co-Vice
Chairs, Secretary, and Treasurer.
These officers shall be elected by the membership at the Annual Meeting held in
May of each year. They shall hold office from July 1 of the year of their
election until June 30 of the following year or until their successors shall
have been elected and qualified.
Article VI. Board of Directors
A. Status and Powers. The Board of
Directors shall consist of the officers, the immediate past Chair
or co-Chairs, and no
fewer than nine or more than twenty directors, as well as the chair
or co-chairs of
standing committees as appointed by the Chair or
co-Chairs. Chairs or
co-chairs of standing committees who are not
elected members of the Board are non-voting members of the Board. Efforts shall
be made to achieve Board membership which represents the diversity of the
organization's membership. The Board shall manage the affairs of the
organization.
B. Election and Term.
The membership at the Annual Meeting in May shall elect no fewer than nine and
no more than twenty members of the Board. They shall hold office from July 1 of
the year of their election until June 30 of the following year or until their
successors shall have been elected and qualified.
C.
Qualifications. All members of the Board must be members in good standing of
the Committee of 100.
D.
Filling of Vacancies. Vacancies among the officers or directors shall be filled
by the Board of Directors.
E. Meetings. The Board shall meet at least three times each
year. Additional meetings may be called by the Chair or
co-Chairs, and shall be called upon the request of
three officers and/or directors.
F. Quorum. A majority
of the members of the Board shall constitute a quorum.
G.
Executive Committee. The officers enumerated in Article V and the immediate
past Chair or co-Chairs
as well as the Program Chair or co-chairs shall act as an
Executive Committee between meetings of the Board and may exercise the full
authority of the Board except as specifically limited by the Board. Three
members of the Executive Committee shall constitute a quorum. A report of Minutes
of all meetings of the Executive Committee shall be presented at
the next meeting of the Board.
Article VII. Nominating Committee
The
Chair or co-Chairs shall appoint, subject
to the approval of the Board, a Nominating Committee of not less than threefive
members, not later than March 1 of each year. At the April meeting of the
membership, the Nominating Committee shall present a slate of proposed officers
and directors at large to the membership for subsequent election at the May
meeting. Nominations may also be made from the floor at the May meeting.
Article VIII. Standing and Other Committees
The
Board may establish standing and ad hoc committees as it may deem necessary.
The chair or co-chairs
s and members of all committees shall be
appointed by the Chair or co-Chairs of the Committee of 100.
Article IX. Meetings
The
Annual Meeting shall be held in May of each year. The Committee shall hold such
other meetings from time to time as may be necessary or desirable. Notices
shall be sent in a timely manner by all reasonable means by
the Secretary stating the nature of each meeting.
Article X. Voting
Decisions
on any question shall be by a majority vote of those members present and voting
at any meeting.
Article XI. Rules of Procedure
All
meetings shall be governed by Robert's Rules of Order, Newly Revised.
Article XII. Finances
The
activities of the Committee shall be financed by membership dues, meal
surcharges, contributions, and other activities as approved by the Board. There
shall be an audit of the financial records of each fiscal year.
Article XIII. Duties of Officers
The
duties of the officers of the organization shall be as follows:
A. Chair or co-Chairs: The
Chair or one
of the co-Chairs shall preside over
all meetings of the Committee as well as the meetings of the Board of
Directors.
B. Vice Chair or co-Vice Chairs: The
Vice Chair, or one
of the co-Vice Chairs,
shall perform the functions of the Chair or co-Chairs when
the Chair is, or co-Chairs are,is
absent or unavailable.
C. Secretary: The
Secretary shall keep appropriate records of official actions of the Committee
of 100 taken at any meeting of the membership or meeting of the Board of
Directors.
D. Treasurer: The funds of the
Committee shall be kept and disbursed by the Treasurer who shall also sign all
checks. The Chair or co-Chairs and or
the Vice Chair or co-Vice Chairs may
also sign checks.
Article XIV. Indemnification
The
Board of Directors shall may provide
for indemnification of officers and directors, and shall may
authorize the purchase of insurance for that purpose.
Article XV. Amendments
These
bylaws may be amended by the majority vote of the Board of Directors and
ratified by the majority vote of the membership in attendance at any regularly
scheduled meeting, after due notice.
Article XVI. Dissolution
In
the event of dissolution of the Arlington Committee of 100, the Treasurer shall
pay all outstanding obligations and liabilities of the organization. Any
remaining funds or assets shall be distributed to, and only to, one or more
organizations described in Sections 501(c)(3) of the Code, as amended, which
are determined by the majority vote of the membership in attendance and voting,
to be beneficial to the welfare of Arlington County, Virginia.