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NAME, PURPOSE, BOUNDARIES OF THE ASSOCIATION
A. Name: The name of the organization shall be Westhampton Citizens Association (WCA) hereinafter referred to as ”the Association”.
B. Purpose: The purpose of the Association shall be to promote the best interests and welfare of the Association community.
C. Boundaries of the Association: The section of the City of Richmond between the beltline (I-195) on the East, the James River on the South, the Richmond City limits on the west, and Patterson Avenue on the North. ( “the Association Community”)
MEMBERSHIP AND DUES
Section 1: Eligibility
A. Membership in the Association is open to individuals, families, organizations and businesses residing within, located within, or owning property within, the Association Community. Business or organization memberships shall be registered in the name of the business or organization and shall provide to the Association the name of the representative of that business or organization who will act on their behalf.
B. Former residents who have moved to a location outside of the boundaries of the Association Community are also eligible.
Section 2: Categories
A. Class A Members- shall consist of those individuals/families who reside in the stated boundaries of the Association Community.
B. Class B Members- shall be businesses or organizations located in the stated boundaries of the Association community.
C. Class C Members - shall be all other members of the Association.
Section 3: Obligations
A. Members shall pay annual dues to the Association. The dues shall be such amount as established by the Board of Directors and shall be paid annually on or before March 31.
Section 4: Privileges
A. Class A members of the Association shall:
1. Be eligible to hold office and become a director of the Association
2. Have reasonable access to review the records and financial statements of the Association
3. Be eligible to attend the annual meeting of the Association held in the Spring of each year.
4. Be eligible to attend all Board meetings as a non-voting observer, with the exception of meetings of the Executive Committee, where participation shall be limited to the members of the Executive Committee (chosen as specified elsewhere in these by-laws) and invited guests.
B. Class B and C members will have all of the privileges of Class A members except for those set out in subparagraph 1 above.
The fiscal year shall be from June 1 to May 31st. Hereafter “year” will refer to the fiscal year.
BOARD OF DIRECTORS
Section 1: Board Members
The Board of Directors shall be comprised of not more than fifteen (15) Class A members of the Association, and the immediate past president. The immediate past president will have voting power. The number of the Directors may be changed by amendment of these by-laws, but shall not be fewer than three (3).
Section 2: Administrative Body
The Board shall be the administrative body of the Association and is authorized to transact all business, establish policy, approve the annual budget and supervise all activities of the Association.
Section 3: Meetings
A. The Board shall meet quarterly unless the President deems a meeting unnecessary. Other meetings of the Board may be called at anytime by the President or any two Directors.
B. Each meeting will include a financial review.
C. the December meeting each year, a nominating committee will be appointed by the President, with the advice and approval of the Board, to nominate a slate of candidates to fill upcoming vacancies in director and officer positions during the next year. The committee will present its proposed slate of candidates at the February/March meeting each year to be voted upon by the Board.
D. The February/March meeting in the year will include a discussion of the annual membership/cocktail meeting in May.
E. A quorum, for purposes of conducting any business at a Board meeting, shall be a majority of the members of the Board.
F. Voting: A vote of a majority of those present at a meeting of the Board shall be necessary to take any action reserved to the Board.
Section 4: Term of office
A. The term of each director shall be three years.
B. Any director maybe re-appointed for an additional term.
Section 5: Obligations
Each member of the Board shall:
A. Attend not less than Fifty Percent (50%) of the Board meetings in order to conduct the business of the Association.
B. Serve on committees or task forces when appointed.
C. Contribute their knowledge, expertise, and time as appropriate.
D. Exercise fiduciary responsibility
E. Abstain from voting in case of a conflict of interest as determined by the Board.
OFFICERS AND DUTIES
Section 1: Officers
The officers of the Association shall be the President, Vice President, Secretary, and Treasurer.
Section 2: Term of office
A. The term of office for all officers shall be one year.
B. Any Officer may be re-appointed for an additional term.
Section 3: Duties
A. The President shall represent the Association and be primarily responsible for administering its affairs in accordance with these By-Laws, the Articles of Incorporation and any policies and procedures established by the Board.
B. The President shall preside at all meetings of the Association, the Board and the Executive Committee, and shall supervise the other officers and any agents and employees of the Association, and shall perform such other duties as may be prescribed from time to time by the Board.
C. The President, or his or her designee, may appoint or designate a member of the Association to represent or speak on behalf of the Association at any meeting, hearing or other such function. Members may not hold themselves out as representing or speaking for the Association without such prior approval.
A. The Vice President shall exercise all the powers and discharge all the duties of the President during the absence or disability of the President or whenever the President so directs.
A. The Secretary shall keep the minutes of each meeting of the Board, the Executive Committee and the Association.
B. The Secretary shall attend to the necessary correspondence of the Association, be the custodian of the Association’s papers and documents, give notice of all meetings of the Board, the Association and the Executive Committee, and have such other powers and duties as may be prescribed by the Board.
A. Except as hereinafter provided, the Treasurer shall be the custodian of all funds of the Association which shall be deposited in a bank designated by the Board.
B. The Treasurer shall assure that a true and accurate accounting of the financial transactions of the Association is made; that reports of these transactions are presented promptly to the Executive Committee and the Board on request; that an accurate list of the membership is maintained; that statements for annual dues are sent out; and that annual dues are collected.
C. The Treasurer shall report quarterly, or as requested, on the financial status of the Association.
D. The President, along with the Treasurer, shall co-sign any check over $1000.00.
A. The Board may, in its discretion, combine the offices of Secretary and Treasurer. The Board may also, in its discretion, employ a person to perform such duties of the secretary and/or the Treasurer as it may proscribe.
Section 4: Employees
The Board may hire and dismiss employees of the Association in its discretion.
Section 1: Executive Committee
A. There shall be an Executive Committee which shall consist of the officers of the Board and which may, to the extent consistent with law, and as directed by the Board, exercise the authority of the Board between meetings of the Board.
B. All actions taken by the Executive Committee shall be by majority vote and must be presented to the Board at its next meeting.
Section 2: Standing Committees
A. Membership Committee- shall be responsible to the Board and responsible for the recruitment of new members to the Association and retention of active members.
B. Nominating Committee- shall consist of at least two or more Board members appointed by the President. The committee shall be responsible for selecting four prospective Board members annually and the slate of officers to represent the Association annually.
C. Communications Committee - shall consist of the Executive Secretary of the Association, and at least three Board members appointed by the President. The committee shall be responsible for managing the content of the Association website and communication with Association members concerning issues being considered by the Board.
D. Planning and Development Committee - shall consist of at least three Board members appointed by the President. The committee shall be responsible for monitoring development within the Association boundaries and making recommendations to the Board on appropriate actions to be taken, if any, in response to such development.
E. By-Laws Committee - shall consist of at least two Board members appointed by the President. The committee shall conduct an annual review of the Association By-Laws and recommend any changes or updates to the Board that might be necessary or appropriate.
Indemnification: To the fullest extent allowed by the Virginia Nonstock Corporation Act as in force on the date of these by-laws, or as broadened by amendment in the future, the Association shall indemnify against liability, and advance reasonable expenses to, any individual who was, is, or is threatened to be named a defendant or respondent in any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal, because he is or was a Director, or while a Director, is or was serving as an officer of the Association or, at the Association’s request, as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. The Association may (but shall not be required to) indemnify, and advance reasonable expenses to, an officer, employee or agent of the Association who is not a Director to the same extent as if he were a Director.
Amendments: These by-laws may be amended at any regular meeting of the Board by a two thirds majority vote of the Board of Directors, provided that a written notice, including the verbatim language of the proposed by-law amendments, is delivered, electronically or otherwise, to the members of the Board at least two weeks prior to the date of the meeting.