Secretary: JG McMillan
Green Co-Chair: Tom Hawthorn
Education Co-Chair: Cheryl Henderson
Clean Co-Chair: Emily McMillan
Here are the proposed by-laws:
WEST PASSYUNK NEIGHBORS
ASSOCIATION
BYLAWS
Article I: Name
Section 1.1. Name. The
name of the organization shall be West Passyunk Neighbors Association (“WPNA”).
Article II: Boundaries
Section 2.1. Boundaries. The WPNA service area shall be bounded
on the east by S. 18th Street, on the north by Mifflin Street, on
the west by S. 25th Street, and on the south by Passyunk Avenue,
within the boundaries of the City of Philadelphia (“Boundaries of WPNA”). WPNA’s service area shall include both sides
of bounding streets.
Article III: Purpose
Section 3.1. Purpose. To benefit the community represented within
its boundaries (see Sec. 2.1), WPNA shall:
(a) Serve as a neighborhood association addressing issues of importance
to the community including but not exclusive to safety, health, education,
cleaning, greening, beautifying, and cultivating a better quality of life.
(b) Provide a forum for communication and encourage neighborhood
participation.
(c) Encourage neighborhood unity and community pride.
(d) Act in an advisory role regarding planning, implementation and
assessment of community development issues and concerns.
(e) Serve as a resource for information related to the neighborhood.
Article IV: Membership
Section 4.1. Composition. There shall be two classes of
membership: voting and non-voting.
Section 4.2. Voting Membership.
Voting members shall be entitled to one vote per election. Businesses
and nonprofit organizations who are voting members may designate a proxy to
cast one vote on their behalf. Under no
circumstances shall any voting member be allowed to cast more than one vote.
Section 4.3. Voting Membership Requirements. Voting membership shall
be extended to:
(a) individuals who have their primary residence within the Boundaries
of WPNA;
(b) individuals who own real estate within the Boundaries of WPNA;
(c) businesses operated and/or headquartered within the Boundaries of
WPNA;
(d) nonprofit organizations headquartered within the Boundaries of WPNA.
Section 4.4. Non-Voting Membership. Non-voting membership shall
be extended to individuals residing outside of the Boundaries of WPNA (except
as provided in Section 4.3).
Section 4.5. Non-Discrimination. No one shall be denied
membership in WPNA on the basis of race, creed, disability, national origin,
economic status, political affiliation, gender, or sexual orientation.
Section 4.6. Age Requirement. All members shall be at least 18
years old and shall register as a member of WPNA by attending any of our events
and providing name, address and contact information. No other restriction shall be placed on any
member due to their age.
Article V: Dues
Section 5.1. Dues. There shall be no dues required for WPNA
membership. WPNA may seek and accept other sources of income and contributions
consistent with the stated purposes of the organization and other legal requirements.
Article VI: Amendments
Section 6.1. Modification. Changes to these Bylaws may be
proposed by any full member of the organization. All proposed changes and
amendments to the bylaws must be presented to the Board of Directors (“Board”) for
approval. Once approved by two-thirds (⅔) of Board members, the Board shall, at
a general meeting, present the changes to the general membership for
ratification by majority vote of those voting members in attendance.
Article VII: Governance
Section
7.1. Board of Directors. The Association shall be governed by a Board of
Directors comprised of four officers, up to twelve (12) committee chairpersons,
and up to 15 at-large members elected annually in accordance with the
provisions of WPNA’s bylaws. The officers of the WPNA shall be a President,
Vice-President, Secretary and Treasurer. All officers, committee chairs, and
at-large members shall hold office until the close of the annual meeting at
which their successors are elected.
Article VIII: Duties of Officers and Directors
Section 8.1, Duties
of Officers,
A. President: The
President shall act as the chief executive of the Association, presiding at
meetings of the Association membership and of the Board of Directors; shall
prepare and follow the agenda for the Association’s meetings; shall carry out
the directives of the membership and of the Board; shall lead voting
procedures; shall sign all official correspondence and official instruments on
behalf of the association as its President; shall, with Treasurer, co-sign all
checks making disbursements of Association funds as directed by the Board. The
President shall represent the Association or appoint a delegate or delegates to
represent the Association at meetings of other groups or organizations in the
City of Philadelphia where such representation is deemed to be in the interest
of this association. The President shall be ex-officio a member of all
committees of the Association.
B. Vice-President: In the absence
of the President, the Vice-President shall perform the duties of President;
shall secure and confirm the time and location for each meeting of the Board of
Directors and the Association; shall compile and distribute committee reports;
shall maintain a list of standing committees and their members.
C. Secretary: The
Secretary shall serve as secretary of the meetings of the Association
membership and of the meetings of the Board of Directors, and shall keep a
record of those meetings, including a record of all meeting attendees and
outcomes of all votes in the journals maintained for such purposes; shall keep
a long-term record of officers and their terms; shall track membership status
and maintain contact information for all members; shall maintain WPNA’s bylaws,
rules of order, and standing rules, including the amendments made to each;
shall send out proper notification of all meetings; shall conduct all of WPNA’s
correspondence; and shall act as co-signatory on all official documents when a
co-signatory is required. In the absence of the President and Vice-President,
the Secretary shall perform the duties of the President.
D. Treasurer: The
Treasurer shall receive and account for all funds of the Association; shall
deposit all Association monies in such bank as the Board shall approve and
shall make disbursements from such monies as the Board of Directors shall
instruct. All checks issued shall be signed by the Treasurer and the President.
The secretary shall have signing authority in the absence of either. The
Treasurer shall keep account books showing all receipts and expenditures and
shall submit an account thereof to the Board and to the regular meetings of the
Association membership and at such other times as may be requested by the
Board. The Treasurer shall prepare a proposed annual budget for the
Association, to be presented to the Association's membership at the regular
annual meeting each year. The Treasurer shall prepare and submit all requests
for outside funding. The Treasurer shall be responsible for obtaining and
maintaining 501(c)3 nonprofit status for WPNA.
E. Additional duties: The
officers of the Association shall perform such other duties and functions as
may be requested by the Association or the Board.
Section 8.2, Duties
of the Board of Directors, The general management and supervision of the
Association's affairs shall be vested in its Board of Directors, which shall
consist of four officers, up to twelve (12) Committee Chairpersons and up to 15
at-large members who are members in good standing of the Association elected to
these positions at regular annual meetings of the Association's membership. The
duties of the Board of Directors shall include policy direction and oversight
and financial management of the Association between the general meetings.
Section 8.3, Meetings,
The Board of Directors shall hold meetings at such intervals as may be deemed
necessary but at least once every three months.
Article IX: Committees
The members of
WPNA shall elect up to two (2) eligible voting members to chair the following
standing committees:
a)
Clean
b)
Green
c)
Education
d)
Zoning
e)
Outreach
& Events
f)
Town
Watch
Committee
Chairs shall oversee the following:
●
Facilitating
committee meetings at least once every three (3) months;
●
Facilitating
at least two (2) public events per year;
●
Submitting
accurate copies of standardized sign-in sheets to the Secretary following each
meeting;
●
Circulating
monthly written committee updates to the board and general membership;
●
Maintain
a document enumerating the policies for committee membership and committee
procedures, subject to a majority board approval;
●
Create
and manage subcommittees as necessary
Article X: Meetings
All business of
WPNA shall be conducted at one of the four (4) forms of authorized meetings.
The authorized meetings shall include: General Meetings, Board of Directors
Meetings, Special Board Meetings and Committee Meetings.
Section 10.1,
General Membership Meetings shall be held monthly, except in August.
Section 10.2,
Board of Directors Meetings shall be held at least once every 3 months in
accordance with a calendar approved each year, including the time and location
of each meeting. All Board of Directors Meetings shall be open to any member,
but no such member shall be entitled to address the Board or participate in the
conduct of the meeting without consent of the Board. Board of Directors
Meetings can also be held via telephone or electronic methods. Minutes shall
include the names of all persons present.
Article XI: Quorum
Section 11.1,
At all meetings of the Board, a majority of the Board members shall constitute
a quorum. A majority of those Board members present at such meetings shall be
necessary for the taking of any official action by the Board.
Section 11.2, A
quorum at a General Meeting is the number in attendance at any publicized
meeting.
Article XII: Elections
Section 12.1, Elections,
The officers and committee chairpersons shall be elected by voting members of
WPNA. Elections will be held at a regularly scheduled monthly meeting on a date
TBD. All elections shall be determined by a relative majority vote. A voting
member must be present in order to vote. Each voting member may cast one vote.
Section 12.2,
Nominations, All interested candidates shall submit their names via e-mail
or in writing to the secretary at least 30 days prior the scheduled election
date. All nominees shall be active, voting members of WPNA.
Section 12.3, Election
and Terms of Officers, The officers of the Board of Directors shall be a
President, Vice-President, Secretary and Treasurer elected annually on
alternating years by the Association membership. Elections for President and
Treasurer will occur on even numbered years, while elections for Vice-President
and Secretary will occur on odd numbered years. Terms of office shall be for
two calendar years thereafter, or until the officer’s successor is elected. No
individual may serve in the office of President or Vice-President for more than
two consecutive terms. The tenure of any officer may be terminated by a
two-thirds vote of the members in good standing comprising a quorum at any
regular or special meeting thereof.
Section 12.4, Election
and Terms of Committee Chairpersons, WPNA shall elect from its
membership a total of six committee chairs (two chairs per committee), each of
whom shall serve for a term of two years. Elections for Committee Chairs shall
alternate such that one chair for each committee shall be elected each year. Vacancies arising in Committee Chairpersons
between annual meetings of the Association may be filled by a majority vote of
the remaining members of the Board of Directors such that the new Committee
Chair will serve until the end of the term. A Committee Chair elected by the Board
to fill a vacancy shall be eligible to be elected subsequently by WPNA. The
terms of the Chairpersons elected by WPNA shall begin upon their election at
the regular annual meeting.
Section 12.5, Election
and Terms of At-large Board Members,
WPNA shall elect from its membership a maximum of 15 at-large board members,
each of whom shall serve for a term of two years.
Article XIII: Disclosure
The following
disclosures shall be required of all Board Members and Officers:
Upon learning
of WPNA’s consideration of, or involvement in, an issue impacting upon, or
having the potential to impact upon, the interests of a Board Member or officer
in a manner or to a degree not common to the broader community, a Board Member
or officer shall immediately disclose such facts to the Chairperson and to
membership at the next General Meeting and shall offer to recuse himself or
herself. Any conflict requiring such disclosure which involves the Chairperson
shall be presented to membership prior to any Board or committee action
relating to the matter.
Fiscal Year
Disclosure
Date of
adoption
Expulsion of
members/board members
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