Constitution and Bylaws

Constitution and Bylaws

Boulevard Manor Civic Association

Arlington, Virginia

Article I - Name

1. The name of the Association shall be the Boulevard Manor Civic Association. The area thereof is that generally bounded by Wilson Boulevard on the north, Arlington Boulevard on the south, Four Mile Run on the east, and the Arlington County line to Upton Hill Regional Park on the west.

Article II - Purposes

2. The purposes of the Association shall be to promote a sense of community and the common welfare, health, and safety of the residents of the area served by the Association, including the subdivisions therein, currently Boulevard Manor, Spy Hill, Stone Ridge, Park View and Park View Woods. These by-laws employ the term "Boulevard Manor" to be inclusive of all sub-divisions within this area.

Article III - Membership and Dues

1. Membership. Any adult person (18 or older) who maintains his or her residence in Boulevard Manor may become a voting member of the Association upon payment of the annual dues.

2. Dues. Membership dues in the Association shall be a minimum of one dollar per year, or such greater amount as set by the Board of Directors in October of each year, for each voting member. Dues are payable on January 1st of the ensuing year. Voting privileges are extended only to those members who have paid dues for the current calendar year.

Article IV - Officers

1. Officers. The officers of the Association shall be President, Vice-President, Secretary, and Treasurer.

2. President. The President shall preside at all meetings of the Association and of the Board of Directors, shall be a member of all standing and special committees, and shall perform all the duties incident to the office.

3. Vice-President. In the absence of the President, the Vice-President shall perform all duties and exercise all powers delegated herein to the President.

4. Secretary. The Secretary shall keep the minutes of the meetings of the Association and of the Board of Directors. The Secretary shall have custody of the records of the Association and maintain them (other than those of the Treasurer), conduct the general correspondence of the Association and of the Board of Directors, and perform such other duties as the President and the Board of Directors may direct.

5. Treasurer. The Treasurer shall collect, disburse, and have custody of the Association's funds, and shall maintain adequate records to account for the Association's financial operations. Disbursements are to be made only for expenses directly related to matters supporting the purposes of the Association (Article II above). All disbursements shall be authorized or approved by the Board of Directors, except that any disbursement exceeding $500 may be made only after approval by the general membership at a meeting at which the purpose for the expenditure is presented for consideration. After a budget has been approved by the membership, the president may, in consultation with the Treasurer and other board members, re-program unspent or underspent allocations on other budgeted activities and items. However, total expenditures may not exceed the total approved budget figure without the approval of the membership. The Treasurer's records shall be audited at least once a year by a committee appointed by the President in accordance with Section 1, Article VII.

6. Board of Directors. There shall be a Board of Directors composed of the regular officers of the Association and at least eleven Directors, elected in accordance with Section 7 below. Between assembled meetings, the Board of Directors shall carry out the wishes expressed by the Association with full power and authority for conclusive action. The chairs of all standing committees, and delegates to the Arlington Civic Federation from this Association, shall be entitled to attend all Board meetings, but shall have no vote unless they are also duly elected members of the Board.

7. Election of Officers and Directors. All Officers and Directors of the Association shall be elected at the regular May meeting of the Association, with terms of office for those so elected commencing upon adjournment of the meeting at which such election shall have taken place. Officers shall hold office for a term of one year, or until their successors shall have been duly elected. No Officer except the Secretary and the Treasurer shall continue in office longer than two consecutive terms. Members of the Board of Directors shall serve for a period of two years, and may be continued as members of the Board up to a maximum of two consecutive terms. To provide for staggered terms, at least four Board members shall be elected each year. In addition, the outgoing President shall automatically become a member of the Board of Directors for one term if the Nominating Committee ascertains that this member will serve. Nominations for both Officers and members of the Board shall be made by the Nominating Committee, and may also be made from the floor at the meeting in which the election is held. The consent of a candidate must be obtained before that name is placed in nomination. Election shall be by ballot, and a majority of those present and voting shall constitute an election.

8. Absence or Inability of Officers. In the absence of the President and Vice-President for a period of two months or more, or upon refusal or inability to perform the duties and exercise the powers necessary to keep the Association on an active basis, the Board of Directors is empowered to declare the positions of President and Vice-President vacant and to elect a President pro tem.

9. Vacancy in Elective Office. In the event the office of the President is vacated, or upon the refusal or inability of the President to perform the duties of office prior to the regular election, the Vice-President shall become President. The President, including a President pro tem as set forth in Section 8, is empowered to fill any other vacancy in elective office by appointment, such appointees to serve in office until the next regular election, as provided by this constitution.

Article V - Meetings

1. Regular Meetings. The regular meetings of the Association shall be held during the months of February, May, and October at a time and place to be designated by the Board of Directors. At the October meeting the President shall announce the dates of all general membership meetings for the following calendar year. A written agenda shall be distributed to Association members at least five days in advance of each meeting.

2. Regular Board of Directors Meetings. The regular meetings of the Board of Directors shall be held at least four times a year, at a time and place to be selected by the President. The Officers, Board Members, and those officials specified in Article IV, Section 6, are to be notified by the Secretary at least five days in advance.

3. Special Association Meetings. Special meetings of the Association shall be called:
a) at the discretion of the President, or
b) by the President or Board of Directors, who shall be compelled to call such a meeting upon the written request of ten members of the Association.
The purpose of any special meeting shall be stated in a written notice to all members at least five days in advance of such meeting.

4. Special Board of Directors Meetings. Special meetings of the Board of Directors shall be called:
a) at the discretion of the President, or
b) by the President or Board of Directors upon the agreement of three members of the Board.

Notice thereof shall be given to each member of the Board not less than two days prior to such meeting.

5. Quorum. The minimum requirement for a quorum at any Association meeting shall be met when there are present enough voting members to numerically equal 10% of the number of voting members represented in the Association, but in no case fewer than 15 members. Seven members of the Board of Directors shall constitute a quorum at any Board meeting.

Article VI - Order of Business

1. In the absence of an agenda prepared by the President of the Board of Directors, the following order of business is established for the meetings of the Association and the Board of Directors.

(1) Call to Order
(2) Reading of minutes of previous meeting
(3) Report of Treasurer
(4) Introduction of new members
(5) Reports of officers, including Board of Directors
(6) Reading of communications
(7) Reports of committees, standing and special
(8) Unfinished business
(9) New business
(10) Election of officers and Board Members
(11) Adjournment

Roberts' Rules of Order shall govern the procedures of all meetings where the same is not in conflict with the Constitution and By-Laws of this Association.

Article VII - Committees

1. Appointments. Except in the case of the nominating committee the President shall appoint the membership of committees and fill any vacancies that may arise on those committees.

2. Standing Committees. The standing committees shall be Zoning, Hospitality, Safety, Conservation and Beautification, Parks, and Membership.

3. Nominating Committee. The Nominating Committee shall be composed of three members elected by the Association at the February general meeting prior to election of officers in May.

4. Special Committees. Special Committees may be appointed from time to time as the President may deem necessary.

Article VIII - Amendments

1. This Constitution may be amended by an affirmative vote of two-thirds of the members of the Association in good standing, present and voting at any Association meeting. PROVIDED, however, that a written notice, stating the purpose and providing the complete language of such proposed amendment, shall be distributed to Association members at least thirty days in advance of such meeting.

- Approved by BMCA Membership 2/23/98

- Amended 5/23/05

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