As Amended and Restated, October 7, 2014 | Adopted January 15, 2015
The name of this organization shall be QUEEN VILLAGE NEIGHBORS ASSOCIATION (hereinafter the “Association”).
Queen Village is the oldest section of Philadelphia, tracing its origin back to 1682. The purpose of the Association is to serve the residents of Queen Village and strengthen the community by: providing a forum for public discussion of issues of concern and interest, supporting improvements to our neighborhood, our schools and our city, facilitating understanding and use of public services and acting as a channel of communication with city officials and elected representatives.
III: NON-PROFIT CHARACTER
The Association shall be conducted on a non-profit basis, and no part of its income shall be used to the benefit of any of its Officers or Members.
Queen Village is defined as the area bounded by the south side of Lombard Street on the North, the north side of Washington Avenue on the South, the east side of Sixth Street on the West, and the Delaware River, including the pier heads, in the East. Per the City’s Zoning Code, the Association also serves as a Registered Community Organization for the purpose of participating in zoning decisions in the geographic area delineated above.
- All residents of Queen Village who are eighteen (18) years of age or older are eligible for full membership in the Association. A person is a Member if he or she occupies his or her personal residence in Queen Village for six months or more each year.
- To be eligible for membership, an applicant must show proof of age and residency by presenting proper documentation such as a driver’s license, birth certificate, passport or utility bill. At the time of presentation to a Board member or an assigned representative of the Board, the applicant will fill out an application form with his/her name, address, telephone number, and if appropriate, e-mail address. The applicant can apply at any time during the calendar year at the QVNA office, at any community meeting where a Board member or a representative of the Board is present, or at the polling place prior to voting at the Election Meeting, as defined in Section VIII.D. Upon presentation of the proper documentation and completion of the application form, the applicant becomes a “Member” (and all Members are collectively, the “Membership”).
- Members desiring to make a financial contribution to offset the operating expenses of the Association are welcome to do so. Such contributions are tax-deductible, as the Association has been declared a Non-Profit Corporation.
VI: MEMBERSHIP MEETINGS, NOTICE AND VOTING
- All meetings of the Membership shall be held in Queen Village at 7:30 p.m. on the third Thursday of each month (“General Meetings”), unless Notice (as defined in Section VI.B below) is given of a different day or time. The General Meetings shall be held on a monthly basis, except for July and August. Special meetings may be convened provided proper Notice has been given.
- Notice required to be given to the Membership shall be deemed properly given if published at least one (1) month in advance (i) in the QVNA Magazine or such other publication distributed to the Membership that may replace the QVNA Magazine, (ii) on the Association website at www.qvna.org, or (iii) in the e-newsletter distributed to all Members who have provided the Association with an email address (“Notice”). Every Member shall be entitled to one (1) vote at the Election Meeting (defined in Section VIII.D) and on any other issues that these By-Laws require the Board to present to the Membership for a vote.
- If a Member is unable to vote in person, she or he may vote by absentee ballot within the two-week timeframe preceding the election by contacting the Association office located in the Community Building at Weccacoe Playground, Absentee ballots must be completed at the Association office. Members can complete the required registration form referred to in Section V.B. at the time of requesting an absentee ballot, if they have not previously completed the form.
VII: BOARD OF DIRECTORS
- The management of the Association shall be vested in the Board of Directors (hereinafter “Board” or “Board of Directors”). This Board shall consist of (i) the Executive Board, to be comprised of the Officers (President, Executive Vice-President, Vice-President, Recording Secretary and Treasurer) and (ii) eight (8) duly elected General Directors. The Board shall have the right to delegate certain operating responsibilities to the Executive Director or Association staff members, as appropriate.
- The Board of Directors shall conduct the affairs of the Association in accordance with the stated purpose of the Association and shall approve all contracts on behalf of the Association.
- The Board shall meet on the first Thursday of the month, except for July and August, or at the call of the President. Special meetings of the Board may be called at the discretion of the President, or at the request of at least five (5) of the members of the Board, provided forty-eight (48) hours’ notice via e-mail is given. Any action which may be taken at a meeting of the Board may be taken via electronic communication, provided that a Quorum of Board members has agreed to so conduct any such vote. Any such vote shall be subject to the same terms and conditions as any vote conducted at a Board meeting.
VIII: NOMINATION AND ELECTIONS
- The Association shall be constituted as a self-governing body. The Officers and General Directors of the Association shall be as set forth in Section VII.A above. These Officers and General Directors shall be elected to serve for a term of two (2) years. They shall be eligible for re-election to the same office, but not for more than two (2) consecutive terms. In the event an Officer or Director has been appointed by the President to replace an Officer or Director that is no longer serving on the Board, such an interim appointee shall serve the remainder of the then-existing term and remain eligible for re-election to the same office for not more than two (2) consecutive terms. The terms of office shall overlap with at least four (4) General Directors being elected annually. Regular terms of office for Officers and General Directors elected in November shall begin January 1 of the following year.
- In order to be eligible for nomination to the Board, the person nominated must be a Member of the Association and have attended and signed in at two (2) or more General Meetings, Committee Meetings or other QVNA-sponsored meetings within that twelve-month period.
- The President, with the approval of the Board, shall appoint a Nominating Committee of three (3) Board members not less than three (3) months prior to the Election Meeting. The Nominating Committee shall seek candidates for the Board, verify the eligibility of all candidates and oversee the conduct of elections. The Nominating Committee shall make its report to the Board at the September meeting. Candidates identified by the Nominating Committee shall be presented at the September and October General Meetings. Nominations for Officers and Board members may also be made from the floor at the September and October General Meetings, provided the person (s) so nominated is eligible to serve and agrees to serve if elected.
- The regular election of Officers and General Directors shall take place annually during the General Meeting held on the third Thursday of November (“Election Meeting”). At the Election Meeting, balloting will be conducted but no nominations shall be received.
IX: DUTIES OF OFFICERS AND GENERAL DIRECTORS of the BOARD OF DIRECTORS
- President. The President shall be the chief executive officer of the Association. The President or his or her appointee shall be empowered to represent the Association and its policies established by the Board in accordance with the By-Laws. The President shall call all meetings of the Membership and of the Board in accordance with these By-Laws. In the case of a resignation, dismissal, death or incapacitation of an Officer or General Director, the President shall nominate a replacement to the Board no later than the second Board Meeting following the resignation, dismissal, death or incapacitation, subject to the approval of a quorum (as defined in Section XI below) of the Board of Directors. The President has the power to form committees of the Association and to appoint or remove the members of these committees, subject to the approval of the Board. The President shall be an ex-officio member of all committees except the Nominating Committee. The President, or his or her designee, shall act as the official spokesperson for the Association in accordance with the Communication Policy, established by the Communications Committee and approved by the Board.
- Executive Vice-President. The Executive Vice-President shall perform all duties assigned to him or her by the President. The Executive Vice-President shall also perform the duties of the President in the absence or disability of the President, or as otherwise authorized by the Board. In the event the President resigns or is permanently unable to serve, the Executive Vice President shall perform the duties of the President until the position can be filled at the next Election Meeting.
- Vice-President. The Vice President shall perform all duties assigned to him or her by the President. The Vice-President shall also perform the duties of the Executive Vice-President in the absence or disability of the Executive Vice-President, or as otherwise authorized by the Board.
- Treasurer. The Treasurer shall oversee the deposits and disbursements of all funds by the Executive Director. All funds shall be deposited in a bank account or accounts approved by the Board. An accurate record of all receipts and expenditures shall be maintained by the Association’s staff and reviewed by the Treasurer. The Treasurer shall present a statement of finances at each Board meeting. This report shall be reviewed and approved by the Board. All expenditures shall be made by check. The President, Executive Vice-President, Vice President and Treasurer are authorized to sign checks.
- Recording Secretary. The Recording Secretary shall keep correct minutes of all Board meetings of the Association. In the absence of the Recording Secretary at any meeting, the President shall appoint a Secretary pro-tempore.
- General Directors. General Directors are expected to attend all General Meetings and to report on their committee’s work, as applicable. General Directors are expected to chair at least one committee at the request of the President.
- President-Elect. The President-Elect shall, in December before taking office, meet with old and new Board members to get a list of concerns. The President-Elect shall set and publish an agenda for the coming year itemizing the major projects to work on and all standing committees. The President-Elect shall appoint each Board member to chair a specific committee.
X: Conduct of Business, Contracts, Checks, Deposits and Funds
- Contracts. The Board of Directors may authorize an Officer or Officers, agent or agents of the Association in addition to the Officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to specific instances. The Board shall not have the authority without the prior approval of the Members to make any contract whereby the Association shall be liable, directly or indirectly, in an amount in excess of the Association’s current assets less any outstanding obligations. The Board shall secure three (3) quotes for all contracts of $1,000 or more.
- Checks. All checks, drafts, or orders for payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by two Officers of the Association.
- Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select.
- Funds. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Association. Disbursements of funds received will be determined by the Board of Directors and/or the Grants Committee, consistent with the purpose of the Association.
- Standing Committees. The Association shall maintain the following standing committees to advise the Board on various matters and to conduct the business of the Association at the direction of the Board: Finance, Grants, Nominating, and Zoning. The President shall have the right to create or dissolve other committees in his or her discretion.
The presence of fifty percent (50%) plus one (1) of the number of Board positions that are filled at the time of any Board meeting shall constitute a quorum for the transaction of any business which may properly come before the Board.
XII: REMOVAL OF OFFICERS, BOARD MEMBERS OR COMMITTEE CHAIRS
A Board member may be removed by a two-thirds (2/3) vote of the full Board (i.e., no less than nine (9) votes for removal based on a full Board of thirteen (13) members) at a regularly scheduled meeting of the Board for the following reasons:
- A Board member has missed three (3) consecutive Board meetings without giving advance notice of such absence to the Board.
- A Board member has missed five (5) Board meetings within one calendar year, even if advance notice of such absence has been given to the Board.
- A Board member has violated the Conflict of Interest policy (See section XIII).
- A Board member has conducted him or herself in a manner unbecoming of a Board member or has acted in a manner detrimental to the Association or Queen Village.
- A Board member fails to produce Association records for inspection upon request (see Section XV).
XIII: CONFLICT OF INTEREST.
- General Directors and Officers of the Board of Directors of the Association shall avoid any appearance of or actual conflict of interest in their positions as Board members of the Association. If a member of the Board has a potential conflict of interest, or is uncertain whether a conflict of interest exists, that member must disclose the potential conflict of interest to the Board at the next scheduled Board meeting. A conflict of interest exists when there is a risk that a Board member’s judgment or actions regarding the business of the Association may be inappropriately influenced by, for example (but not limited to), the Board member’s financial gain, desire for professional advancement or the wish to do favors for family and friends.
- Board members shall voluntarily recuse themselves from any discussion of or vote on any issue before the Board in which they have an appearance of or actual conflict of interest. Board members shall not take any public action in word or deed in their official capacity, or use their title or position in any manner, that is contrary to a position taken by the Board, unless the Board gives its prior approval.
XIV: EMERITUS MEMBER STATUS
The Board of Directors may invite former Board members to hold the title of “Emeritus” member of the Board of Directors as an acknowledgment of many years of dedication and service. Appointment as an Emeritus member requires a majority vote of the Board. Emeritus members are invited to all meetings of the Board and may be invited to serve on selected standing committees of the Board. An Emeritus member does not have the right to vote as a member of the Board of Directors.
All records of the Association shall be open for inspection by any Member, upon his or her request. Any Board member shall produce such records in his or her possession for inspection within a reasonable period of time following such a request. Failure of any Board member to produce such records in his or her possession for such inspection shall be cause for removal of the officer from the office he or she holds (See Section XII.E).
XVI: RULES OF ORDER
All meetings of the Association, its committees and its Board shall be governed by Roberts’ Rules of Order, revised, except as they are modified by the By Laws.
These By-Laws may be amended upon a motion to do so by the Board, approved by a two-thirds (2/3) vote of the Members present at a General Meeting, provided Notice of such meeting and of the amendments to be considered have been properly given as provided in Section VI.B of these By-Laws at least two (2) weeks in advance of such General Meeting.
The Association may be dissolved by a three-fourths (3/4) vote of the full Board (i.e., no less than ten (10) votes for dissolution based on a full Board of thirteen (13) members), to be approved at the next General Meeting, provided Notice of such meeting and of the proposal of dissolution has been properly given at least two (2) weeks in advance of such meeting. Upon a proper vote approving dissolution, the assets of the Association shall be expeditiously turned over to another similar, established organization that serves the interests of the neighborhood of Queen Village (or the City of Philadelphia, if no such Queen Village organization exists) having aims similar to the aims of this Association. If no such similar, established organization exists at the time of dissolution of this Association, all assets of this Association shall be turned over to a civic or historical or similar organization in Philadelphia, such organization to be designated by the Members of the Association before the vote is taken on the motion to dissolve this Association.
The Association shall indemnify each of its Directors, Officers, and employees (whether or not then in service as such), and his or her estate, executor, administrator or heirs, against reasonable expenses actually and necessarily incurred by him or her in connection with the defense of any litigation to which the individual may have been a party because he or she is or was a Director, Officer, or employee of the Association. The individual shall have no right to indemnification, however, in relation to matters as to which he or she (a) has been adjudged liable to the Association for negligence or misconduct in the performance of his or her duties, or (b) was derelict in the performance of his or her duties as Director, Officer or employee by reason of willful misconduct, bad faith, gross negligence or reckless disregard of such duties. The right to indemnification shall also apply to the expenses of suits or other claims which are compromised or settled if the court having jurisdiction of the matter shall approve such settlement or if the Board shall approve such settlement. The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to act which such director, officer or employee may be entitled.
The Board of Directors shall cause the Association to purchase insurance for the benefit of Officers, Directors and employees, in furtherance of, and to secure the foregoing indemnification. Any liability of the Association shall be limited to the insurance coverage.