WILLIAMSBURG MANOR NORTH CITIZEN’S ASSOCIATION
CONSTITUTION & BY-LAWS
The name of the Association shall be Williamsburg Manor North Citizen’s Association
The purpose of the Association shall be to promote the general welfare of the community through concerted action of the residents thereof.
Section 1 Membership in the Association shall be by family unit (one voting membership per dwelling ) and shall be open for residents living within the confines of the subdivision presently known as Williamsburg Manor North, Fairfax County, Virginia.
Section 2 The Association shall keep an up-to-date list of all members in good standing. The list shall constitute the authoritative statement of membership for the purpose of office holding, voting, and exercising other privileges of membership. Failure to pay approved dues or special assessments of the Association within the month due and payable shall deprive a member of good standing in the Association. A member may be reinstated by payment of unpaid dues or assessments or as determined by the Board of Directors.
Section 3 A member-owner who rents his house may retain his membership in good standing through payment of the annual dues and charges assessed during his absence from the community. If the owner does not retain his membership, his tenant may become a member in good standing if he pays the full amount of the approved dues and charges of the Association.
Section 4 Removal of residence from the community shall automatically terminate membership in this Association, without formal resignation. A member who is temporarily absent from the community but retains his membership in good standing in accordance with Section 3, above, shall be exempt from the provisions of this section.
Section 5 If the member-owner retains his membership, his tenant may become a non-voting member upon payment of one-half of the annual dues.
BOARD OF DIRECTORS
Section 1 The board of Directors shall be nine (9) in number of whom eight (8) shall be elected by the membership, at the annual meeting of the Corporation. Upon election each director shall serve for one (1) year or until his duly elected successor shall be elected and assume office.
Section 2 Included on the Board of Directors shall be the officers of the corporation and the immediate past president, if he shall be a member in good standing.
Section3 Any vacancies on the Board of Directors, whether by death, resignation or removal, shall be filled by the remaining members of the Board from the membership.
Section 4 Meetings of the Board of Directors shall be held upon the call of the President or any three members of the board. Notice of such meetings may be given by telephone and no such meeting shall be held without at least twenty four (24) hours’ notice.
Section 5 Members of the Board of Directors may be removed from office by a majority vote of the membership at meeting called for that purpose.
Section 6 At all meetings of the Board of Directors, a majority of the membership thereof shall constitute a quorum.
Section 1 The officers of this Association shall be in the order of seniority: President, Vice-President, Secretary and Treasurer.
Section 2 The board of Directors shall comprise the officers in this Association and five (5) members-at-large, one of whom will be the immediate past president (if a qualified member).
Section 3 The officers take office upon election and shall serve until the next annual election, or until their duly elected successor shall assume the office.
Section 4 In the event of the death, resignation, or removal from office of any officer other than the President, the Board of Directors shall elect a successor to hold office until the next annual meeting. If the office of the President becomes vacant, the Vice –President shall automatically succeed to the presidency, with the Board of Directors electing a successor to the Vice-Presidency, with the Board of Directors electing a successor to the Vice-Presidency to hold office until the next annual meeting. Removal of residence from the community shall automatically constitute resignation from office.
Section 5 Any officer or member of the Board of Directors may be removed from office for cause at any time upon presentation to the Board of Directors of a written petition of charges signed by ten (10) or more members and affirmed in a special meeting by a vote of two-thirds (2/3) of the Association’s total membership. This special meeting will be held within thirty (30) days of the receipt of the petition of charges by the Board of Directors. A copy of the charges shall be made available to the membership of the Association ten (10) days prior to such meeting.
Section 6 The President shall conduct all meetings of the Association, appoint all committees, represent the Association on occasions designated by the Association’s Board of Directors, and exercise all powers and perform all duties usually incident to the office. He shall prepare a written report covering the activities of the association and his office to be made at the annual meeting and filed on record.
Section 7 The Vice-President shall assist the president in conducting the business of the Association and in the absence of the President, shall assume and discharge the duties of the President.
Section 8 The Secretary shall keep the records of the Association; record the minutes of each meeting; shall prepare such correspondence of notices as the Board of Directors may direct and have supervision over and account for the property belonging to the association. He shall keep an accurate and up-to-date record of then names and addresses of all members, and make a written report of his office to the annual meeting, which shall be filed on record.
Section 9 The Treasurer shall keep the accounts of the Association in a true and accurate manner; shall deposit all money of the Association in a local banking institution; shall be prepared to make a report to the annual meeting, which shall be filed on record. The funds of the Association shall be subject to withdrawal upon his signature. His accounts and annual report shall be subject to an audit by a committee appointed by the president prior to the annual meeting.
Section 1 The annual meeting of the Association shall be held during the second quarter of each calendar year, at place and time to be determined by the Board of Directors.
Section2 Special meetings may be called by the President at any time upon notification of the members, or shall be called upon written petition signed by ten (10) or more members of the Association.
Section 3 Notice, in writing, of all meetings shall be sent by the Secretary at least five (5) days before any such meeting to the membership. Such notice shall state the agenda for the meeting. At any special meeting, only matters stated in the notice may be acted upon.
Section 4 Voting at all meetings of the members shall be by family units. Votes may be castor proxies issued only heads of households or their spouses.
Section 5 Anyone entitled to vote may exercise his vote by written proxy given to another member. Such proxy may be either a general proxy, giving the holder full power to vote, or a specific proxy, directing how the vote shall be cast. If no instructions are stated on the proxy, it shall be treated as a general proxy. All proxies shall be declared prior to balloting.
Section6 Unless otherwise specified in these By- Laws, or unless otherwise decided by a majority of those present and voting, decisions shall be by a simple majority of those present and voting.
Section 7 One- fourth (1/4) of the members of the Association plus two officers shall constitute a quorum for the transaction of business at any annual or special meeting.
Section 8 Meetings shall be conducted in accordance with Robert’s Rules of Order, unless otherwise provided in the constitution and By-Laws or unless the rules are suspended by a two-thirds (2/3) vote of the members voting, a quorum being present.
Section 1 The annual election of officers and members of the Board of Directors shall be held at the annual meeting.
Section 2 The president shall appoint a nominating committee prior to the election to consist of no less than five (5) persons.
Section 3 The nominating committee shall nominate one (1) member for each elective office of the Association. At least ten (10) days prior to the election the nominating committee shall distribute to the membership its list of nominees and invite further nominations to be made within the following five (5) days. Such nominations must be in writing and signed by at least three (3) members in good standing.
Section 4 At least three (3) days prior to the annual meeting the nominating committee shall distribute to the membership a list of the names of all persons nominated for office together with a short biography of each. No candidate shall be listed unless the nominating committee has obtained the candidates consent to serve if elected.
Section 5 None of the foregoing shall preclude nominations from the floor at any election, except that such nominations must be seconded twice and that the nominee must be present and consent to serve if elected.
Section 6 Elections shall be by written ballot.
Section 7 A candidate receiving the majority of votes cast for an office shall be declared elected and take office for the ensuing year immediately upon election.
Section 1 The principle revenue of this Association shall be derived from annual membership dues which shall be $10.00 (ten dollars) per membership, payable prior to the annual meeting. (Amended May , 1975 to$3.00; May ,1994 to $5.00; May 2007 to $10.00)
Section 2 Adjustment in the amount of annual dues shall be made only at the annual meeting, by a vote of two-thirds (2/3) of the Association membership present.
Section 3 Special assessments to meet special or temporary needs of the Association, shall be recommended by the Board of Directors and approved at an annual or special meeting by a vote of two thirds (2/3) of the Association membership present.
Section 4 The Board of Directors may authorize revenue producing activities which do not involve assessments or dues.
Section 5 All Authorized expenses shall be paid out of the Association Treasury. Authorization shall be by vote of the Board of Directors.
Section 1 The Board of Directors may provide for other such committees, as it may deem advisable. The President, with the consent of the Board of Directors, shall appoint the Chairman and members of such other committees.
Section 1 The constitution and By-Laws may be amended by a vote of two-thirds (2/3) of the Association membership present provided that written notice shall have been given to the membership at least five (5) days prior to such meeting.
Section 2 Amendments may be proposed by the board of Directors or upon written petition signed by ten (10) or more members of the Association.