[as approved by Board vote June 7, 2023]
NAME, PURPOSE, AND BOUNDARIES OF THE ASSOCIATION
Section 1. Name: The name of the organization is the Westhampton Citizens Association (WCA), hereinafter referred to as the “Association”.
Section 2. Purpose: The purpose of the Association is to promote the best interests and welfare of the Association Community. The Association shall operate as an independent, volunteer, nonprofit, educational organization.
Section 3. Boundaries of the Association: The boundaries shall be 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”).
ARTICLE II 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 individuals formerly residing in but currently living outside of the boundaries of the Association Community are also eligible for membership.
C. Individuals, organizations, and businesses that are not eligible for other classes of membership but who support the Association may become a “Friend of the WCA” member. Friends of the WCA will receive WCA communications and are welcome to attend all WCA events but do not have the right to vote or serve on committees.
Section 2: Classes of Membership
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. All 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 a date determined by the Membership Committee or upon joining as a new member. A person joining on or after November 31st of any year shall pay full annual dues in the amount approved at the time of payment, which will cover the balance of that calendar year as well as the following calendar year.
Section 4: Privileges of Membership
A. Class A members of the Association shall:
- Be eligible to hold office and serve as a director of the Association;
- Have reasonable access to review the records and financial statements of the Association;
- 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 bylaws) and invited guests;
- Serve on WCA committees;
- Have access to the membership portions of the Association’s website;
- Receive periodic communications from the Association;
- Be eligible to attend the annual meeting of the Association, which shall be held at least annually and usually in the Spring of each year (the “Annual Meeting”), and other meetings of the Association.
B. Class B and C members shall have the privileges of membership set out in subsections (4)(A)(6) & (7) above.
The fiscal year of the Association shall be from June 1 to May 31. 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 and will serve until the President’s term of office has expired. The number of directors may be changed by amendment of these bylaws 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: Board Meetings
A. The Board shall hold regular quarterly meetings (generally in March, June, September, and December) unless the President deems a meeting unnecessary. Other special meetings of the Board may be called at any time by the President or any two directors by written notice given no fewer than two (2) days or more than thirty (30) days in advance of such special meeting. Notices of special meetings shall describe the purpose(s) of the special meeting, and no other matters shall be voted upon at such meeting.
B. Each regular quarterly meeting will include a financial review.
C. At 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 nominating committee will present its proposed slate of candidates at the March meeting each year to be voted upon by the Board.
D. The March meeting each year will include a discussion of the Annual 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. Except as otherwise set forth herein, 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. Directors shall be elected by the Board and shall serve terms of three (3) years.
B. Directors may be re-elected by the Board for one (1) additional 3-year term.
C. Directors who have rotated off the Board for at least one (1) year may be re-elected to serve on the Board.
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. discharge their duties in accordance with their good faith business judgment of the best interests of the non-profit (Va. Code Ann. § 13.1-870(A); and
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. Officers shall be elected by the Board and shall serve terms of one (1) year.
B. Officers may be re-elected by the Board for additional 1-year terms.
Section 3: Duties
(1) 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.
(2) 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.
(3) 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.
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.
(1) The Secretary shall keep, or cause to be kept, the minutes of each meeting of the Board, the Executive Committee and the Association.
(2) 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.
(1) 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.
(2) 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.
(3) The Treasurer shall report to the Board quarterly, or as requested, on the financial status of the Association.
(4) The President, after consulting with the Treasurer, may commit and spend funds on behalf of the Association so long as (a) such expenditure does not exceed $1000.00 and (b) the Board is informed of such expenditure at the next meeting of the Board.
The Board may combine the offices of Secretary and Treasurer. The Board may also employ a person or contract with a service provider to perform such duties of the secretary and/or the Treasurer as it may proscribe.
Section 4: Employees and Service Providers
The Board may hire, contract with, terminate and dismiss employees or third-party service providers 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, exercise the authority of the Board between meetings of the Board.
B. All actions taken by the Executive Committee shall be by majority vote of the members of the Executive Committee and must be presented to the Board at its next meeting.
Section 2: Standing Committees.
A. Membership, Nominating and Communications Committee- shall consist of the Secretary of the Association, and at least three Board members appointed by the President. The membership, nominating and communications committee shall be responsible to the Board and responsible for (i) the recruitment of new members to the Association and retention of active members, (ii) managing the content of the Association website and communication with Association members concerning issues being considered by the Board, and (iii) selecting prospective Board members annually and the slate of officers to represent the Association annually.
B. Land Use and Development Committee - shall consist of at least three Board members appointed by the President. The land use and development 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.
C. Finance, Governance and Administration Committee - shall consist of at least two Board members appointed by the President. The committee shall review the annual budget, conduct an annual review of the Association Bylaws and recommend any changes or updates to the Board that might be necessary or appropriate, and assist with the administration of the Association.
Section 3: Special Committees.
The President may appoint such Special Committees from the Board and membership as the President deems necessary for the operation of the Association. A majority of the members of such Special Committees shall be members of the Board.
Section 4: Authority of Committees.
A Committee’s decisions or acts shall not become official decisions or acts of the Board or the Association unless presented to and approved by the Board.
Indemnification: To the fullest extent allowed by the Virginia Nonstock Corporation Act as in force on the date of these bylaws, 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 or she 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.
These bylaws may be amended at any regular meeting of the Board by a two-thirds majority vote of those Board members present at a meeting of the Board of Directors, provided that a written notice, including the verbatim language of the proposed bylaw amendment, is delivered, electronically or otherwise, to the members of the Board at least two weeks prior to the date of the meeting.