The name of the corporation shall be Washington Square West Civic Association.

 

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: 

To 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:

An 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 other capacity.

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 Directors.

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 of Directors.

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 III.

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 required. 

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 itself.

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 membership. 

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 1972.

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 this paragraph. 

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 determine.  

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 Director positions.  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

The 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.