(as amended through Feb. 12, 2013)
ARTICLE I - NAME
The name of the corporation shall be Washington Square West Civic
ARTICLE II - PURPOSES
The corporation is organized and operated exclusively for charitable
purposes within the meaning of section 501(c)(3) of the Internal Revenue Code,
or any corresponding section of any future federal tax code. The corporation is organized and
operated in that section of the City of Philadelphia bounded by the east side
of Seventh Street, the north side of Chestnut Street, the east side of Broad
Street and the north side of South Street exclusively for purposes that are
beneficial to the public interest within the meaning of section 501(c)(3) of
the Internal Revenue Code, including: the lessening of the burdens of
government, the maintenance of public buildings, monuments, and works, the
lessening of neighborhood tensions, the elimination of prejudice and
discrimination, and the combating of community deterioration.
The corporation’s Mission Statement is:
protect and enhance the quality of life in our neighborhood, and preserve its
heritage, by mobilizing the capabilities and resources of our residents,
businesses and institutions.
The corporation’s Vision is:
engaged community of neighbors working together to make Washington Square West
a great place to live and work.
This corporation does not contemplate pecuniary gain or profit,
incidental or otherwise, to its members.
No part of the net earnings of the corporation shall inure to the
benefit of, or be distributable to its members, trustees, officers, or other
private persons, except that the corporation shall be authorized and empowered
to pay reasonable compensation for services rendered and to make payments and
distributions in furtherance of the purposes set forth in this Article.
No substantial part of the activities of the corporation shall be the
carrying on of propaganda, or otherwise attempting to influence legislation,
and the corporation shall not participate in, or intervene in (including the
publishing or distribution of statements) any political campaign on behalf of
or in opposition to any candidate for public office.
Notwithstanding any other provision of these articles, the corporation
shall not carry on any other activities not permitted to be carried on (a) by a
corporation exempt from federal income tax under section 501(c)(3) of the
Internal Revenue Code, or the corresponding section of any future federal tax
code, or (b) by a corporation, contributions to which are deductible under
section 170(c)(2) of the Internal Revenue Code, or the corresponding section of
any future federal tax code.
ARTICLE III - MEMBERSHIP
1. Membership in the corporation shall be open to: (1) any person 18
years of age or older who resides or owns real property within the area
delineated in Article II, (2) any commercial or institutional establishment
within the area delineated in Article II, and (3) any other person interested
in the corporate purposes, subject to review by the Board of Directors who may
at its discretion revoke such membership. Any membership established under (2)
above shall be entitled to one vote, which may be cast only by an agent of that
establishment duly authorized in writing to represent it to this corporation.
No person may be so authorized who is independently eligible to vote in any
2. Membership in the corporation shall be maintained only by the payment
of annual contribution according
to the schedule in effect from time to time as determined by the Board of
3. The Board of Directors may establish from time to time a date for
which eligibility to vote shall be determined. Such eligibility date may not be
more than sixty (60) calendar days earlier than the vote to which it pertains.
ARTICLE IV - MEMBERSHIP MEETINGS
1. The Annual Meeting of the Corporation shall be held between October
15th and November 30th in each year at a time and place designated by the Board
2. Special meetings of the
members may be called at any time by the President or by a majority of all
directors then in office.
3. Written notice stating the time and place of the Annual Meeting and
all special meetings of the members shall be provided to the members at least
fourteen (14) calendar days in advance. The notice shall set forth all matters
of business which are to be considered by the members and on which a vote is to
be taken. Any member may cause an item to be placed on the agenda (but not
subject to vote) for a meeting provided that written notice of such item be
given to the President and the Secretary not less than seven (7) calendar days
before the meeting. The publication of the information required above, in a
regular or special edition of the corporation’s newsletter, distributed at
least fourteen (14) calendar days in advance of a meeting, shall be sufficient
to meet the written notice requirements of this paragraph. Electronic notice
shall be sufficient to meet the notice requirements of this paragraph.
4. At the discretion of the Board, any matter may be submitted to the
membership's vote by mail, email or electronic ballot.
ARTICLE V - BOARD OF DIRECTORS
1. The Corporation shall be governed by a Board of Directors of fifteen
(15) members of the Association.
Directors shall be elected by the membership at the Annual Meeting and
must, at the time of their election and throughout their term in office, be
members of the Association as the term "members" is defined in Article
2. Directors shall serve for a term of three (3) years. Five (5) new
directors shall be elected each year to provide a rotating membership, except
that of the Directors elected at the Annual Meeting first held after adoption
of these bylaws, the five (5) having the highest number of votes shall serve
for three (3) years, the next five (5) for two (2) years, and the five (5) with
the lowest number of votes for one (1) year.
3. Regular meetings of the Board of Directors shall be held on the second
Tuesday of each month, except August, at a time and place to be identified in
writing to the Directors at least once each year. No further notice of any such regular meeting shall be
4. Special Meetings of the Board of Directors may be called at any time
by the President, acting on his/her own behalf, and shall be called by him/her
upon the written request of any three members of the Board. Notice of the time and place of any
such Special Meeting of the Board shall be provided to each member of the Board
by e-mail at least five (5) calendar days in advance.
5. At any regular or Special Meeting of the Board of Directors, a
majority of the Directors then serving shall constitute a quorum to transact
business, and any proposal on which the Board of Directors has the authority to
act shall be adopted by a simple majority of those present.
6. At the discretion of the
President, any proposal on which the Board of Directors would have the
authority to act at a regular or Special Meeting may be adopted upon a written
vote of the Board of Directors, conducted by e-mail, provided that such action
shall require the affirmative vote of at least two-thirds (2/3) of the
Directors then serving, without regard to any requirement of a quorum.
7. The Board shall have power to
appoint an Executive Committee consisting of at least five (5) of its own
members with power to act on behalf of the corporation and the Board between
meetings of the Board except as to any matters that the Board shall reserve to
8. At the first Board meeting following each Annual Meeting the Board
shall elect the Officers of the Association who shall serve until their
successors are duly qualified and elected.
9. The Board of Directors shall determine the policies of and be
responsible for the management of the affairs of the Association; shall fill
vacancies in the Board and vacancies of officers for the unexpired term; and
shall authorize obligations of the Association.
10. The Board of Directors may, by a two-thirds (2/3) majority vote at a
Special Meeting of the Board of Directors called for this purpose, terminate
the term of any Director for cause.
Cause for termination shall include, but is not limited to, the failure
of a Director to be present without valid reason, as determined by the Board,
at three (3) or more meetings of the Board of Directors held since the
immediately preceding Annual Meeting.
11. The regular meetings of the Board of Directors shall be open to all
members. The Special Meetings of the Board of Directors shall be open to all
members unless the Board shall decide otherwise, but there is no requirement
that notice of a Special Meeting of the board be given to the general
12. Each Director shall, upon his/her election and at any other time as
necessary, provide to the Secretary a valid e-mail address to which any and all
notices and other communications required by or provided under the
Association’s bylaws may be sent.
13. Indemnification and Insurance:
A. The corporation shall indemnify any Director who was or is a party or
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (including actions by or in right of the corporation or to
procure a judgment in its favor) by reason of the fact that he/she is or was a
representative of the corporation, or is or was serving at the request of the
corporation as a representative of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney’s fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred, if such person has been successful on the merits or otherwise in any
such action or, upon a determination in the specific case that such
indemnification is proper in the circumstances because he/she has met the
standard of conduct applicable in Section 7741 or Section 7742 of the
Pennsylvania Non-Profit Corporation Law of 1972.
B. The corporation shall purchase and maintain insurance for the purpose
of indemnification on behalf of any or all Directors to the full extent
permitted under Section 7747 of the Pennsylvania Non-Profit Corporation Law of
C. A director shall not be personally liable for monetary damages for
any action taken by him or her unless: (1) the director has breached or failed
to perform the duties of his office under subchapter B (entitled “Fiduciary
Duty”) of Chapter 57 of the Pennsylvania Non-Profit Corporation Law 15. Pa. C.S.A. paragraph 5711 et seq.; and
(2) the breach or failure to perform constitutes self-dealing, willful
misconduct, or recklessness.
ARTICLE VI - OFFICERS
1. The officers of the corporation shall be a President, one or more
Vice-President(s), a Secretary and a Treasurer. The Board may, in its
discretion, create, fill and eliminate additional officer positions. An individual must be a member of the
Board to be eligible to serve as an officer.
2. Any officer may be removed from office by a two-thirds vote of the
Directors then in office, provided that written notice has been given to all
members of the Board at least ten (10) calendar days in advance, stating the
time and place of the meeting and the proposed removal of the designated
officer. Such officer shall not be entitled to vote upon the question of
his/her removal. Notice given by
e-mail to a Director shall be sufficient to meet the notice requirements of
3. Duties of Officers:
A. The President shall be the
chief executive officer of the corporation. He/she shall serve as Chair of the
Board and shall preside at meetings of the Board and of the membership. He/she
shall appoint the chairs of all committees and shall be a member ex-officio of
all committees. He/she shall, with another officer and with the approval of the
Board, enter into written contracts and obligations of the Corporation. He/she
shall make reports to the Directors and members, and shall perform all such
other duties as are incumbent to his/her office, or authorized by the Board.
B. The Vice-President(s) shall assist the President in his/her duties,
and in the President's absence or disability shall exercise all the powers and
prerogatives of the President.
C. The Treasurer shall have custody of all funds of the corporation,
maintain records of account, collect membership dues and other contributions
disburse funds as authorized by the Board and render to the Board at its
regular meetings an accounting of the financial transactions.
D. The Secretary shall properly record minutes of all meetings of the
Board and of the corporation, and shall keep a registry of the members and a
correct roll of the members of the Board, including date of election and
attendance at Board meetings.
ARTICLE VII - COMMITTEES
1. Committees, other than the Executive Committee, shall be designated
and appointed by the President at his/her discretion. Committee Chairs shall be
members of the corporation. The Executive Committee shall be appointed in accordance
with Article V above.
2. No committee other than the Executive Committee shall obligate the
Corporation without the authority of the Board of Directors.
ARTICLE VIII - ELECTIONS
1. Directors are elected at the Annual Meeting for a term of three (3)
years unless the position is for an unexpired term.
2. Any member of the corporation who wishes to be a candidate for
Director, or to be re-elected as a Director, shall indicate his or her intent
to be a candidate by e-mail to the Secretary’s e-mail address posted on the
corporation’s website not later than September 15 of the year in which the
member wishes to be a candidate at the Annual Meeting . Only those members who
have made their annual contribution are eligible to be candidates.
3. A member’s notice of intent to be a candidate for Director shall be
accompanied by a statement (no more than one page) outlining his or her
interests and qualifications for serving on the Board, along with a
one-paragraph summary of that statement, which will be included in the notice
of the Annual Meeting.
4. The full statements of each candidate will be distributed at the
Annual Meeting and each candidate will be offered an opportunity at that
meeting to make a brief presentation of his or her qualifications, not
exceeding three minutes in length.
5. If the President shall have appointed a Nominating Committee, the
Nominating Committee may invite candidates to participate in an interview with
its members, and the Nominating Committee may recommend a slate of candidates
for endorsement by the Board in advance of the Annual Meeting. If the Board elects to endorse one or
more candidates for Director, the Board shall provide notice of its
endorsement(s) to the membership in such manner and at such time as it shall
6. Only those members in attendance at a meeting shall be entitled to
vote. Voting shall be conducted by
a written ballot listing the names of each candidate. Members may vote for as many candidates as there are vacant
The candidate receiving the greatest number of votes shall fill the
first vacant position, the candidate receiving the second greatest number of
votes shall fill the next vacant position, and so forth until all vacant
positions are filled. In the event
any of the vacant positions are for unexpired terms, candidates receiving
higher numbers of votes shall fill the vacant positions carrying the longer
terms. In the event that two or more candidates receive the same number of
votes for the last vacant position, the members shall, at the same meeting,
vote by written ballot to choose a Director from among such candidates.
ARTICLE IX - DISSOLUTION
Association may be dissolved by a three-fourths (3/4) vote of the members
present at a membership meeting, duly called in accordance with the
requirements of Article IV.
Upon a proper vote approving
dissolution, the assets of the Association shall be distributed for one or more
exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue
Code, or the corresponding section of any future federal tax code, or shall be
distributed to the federal government, or to a state or local government, for a
public purpose. Any such assets not so disposed of shall be disposed of by the
Court of Common Pleas for Philadelphia County or another Court of Competent
Jurisdiction of the county in which the principal office of the corporation is
then located, exclusively for such purposes or to such organization or
organizations, as said Court shall determine, which are organized and operated
exclusively for such purposes.
ARTICLE X - RATIFICATION AMENDMENT
1. These bylaws shall become effective by an affirmative vote of
two-thirds (2/3) of the members present at a meeting called for this purpose.
2. Amendments may be proposed by the Board or by petition in writing
from twenty-five (25) members of the Corporation. Proposed amendments shall be
circulated to the members at least fourteen (14) calendar days before a meeting
at which they are to be considered. Amendments shall become effective by
affirmative vote of two-thirds (2/3) of the members present.