Bylaws: Washington Square West Civic Association

Adopted December 19, 1978, except as noted otherwise
Amended on July 8th, 2008, see changes.

ARTICLE I - NAME

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 south 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.

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.

*Amendment from "north" side adopted 10/21/91.

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) with the prior approval of the Board of Directors, any other person interested in the corporate purposes. 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 in independently eligible to vote in any other capacity.

2. Membership in the corporation shall be maintained only by the payment of annual dues 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) days earlier than the vote to which it pertains.

ARTICLE IV -MEETINGS

1. The Annual Meeting of the Corporation shall be held between September 15th and October 31st in each year at a time and place designated by the Board of Directors. Special meetings of the members may be called at any time by the President or by a majority of all directors then in office.

2. Written notice stating the time and place of the Annual Meeting and all special meetings shall be provided to the members at least fourteen (14) 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) 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) days in advance of a meeting, shall be sufficient to meet the written notice requirements of this paragraph. In the event the corporation should adopt a procedure by which a member may elect to receive solely an electronic version of the corporation’s newsletter, or a procedure by which a member may elect to receive communications electronically in lieu of mail delivery, electronic notice to members who have made such an election shall be sufficient (as to those members) to meet the notice requirements of this paragraph.

3. At the discretion of the Board, any matter may be submitted to the membership's vote by mail ballot.

ARTICLE V - BOARD OF DIRECTORS

1. The Corporation shall be governed by a Board of Directors of fifteen (15) members, as the term "members" is defined in Article III, who shall be members of the Association at the time of their election, and who shall be elected by the membership at the Annual Meeting, and ex-officio members as hereinafter provided.

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 By-Laws, 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. The Board of Directors shall meet 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 meeting shall be required.

4. Additional meetings may be called by the President at any time on his/her own motion, and shall be called by him/her upon the written request of any three members of the Board. Written notice of the time and place of any such additional meeting of the Board shall be provided to each member of the Board at least five (5) days in advance, or may be given by telephone or hand-delivered notice not less than three (3) days in advance. Notice given by e-mail to a Director who has provided an e-mail address to the corporation shall be sufficient to meet the notice requirements of this paragraph.

5. A majority of the Directors then in office shall constitute a quorum to transact business as approved by a simple majority of those present.

6. The Board shall have power to appoint an executive committee of five (5) of its own members with power to act on behalf of the corporation and the Board between meetings of the Board.

7. At the first Board meeting following the Annual Meeting the Board shall elect the Officers of the Association who shall serve until their successors are duly qualified and elected.

8. The Board of Directors shall determine policies and be responsible for the management of the affairs of the Association; may terminate the term of any Director who fails to participate in any three (3) consecutive Board meetings, or who has attended less than two-thirds (2/3) of all meetings held to date since the immediately preceding Annual Meeting without valid reason as determined by the Board; shall fill vacancies in the Board and vacancies of officers for the unexpired term; and shall authorize obligations of the Association.

9. The regular meetings of the Board of Directors shall be open to all members. The special meetings of the Board shall be open to all members unless the Board shall decide otherwise.

**Amendments adopted 9/16/92

ARTICLE VI - OFFICERS

1. The officers of the corporation shall be a President, Vice-President, Secretary and Treasurer. An individual must be a member of the Board to be eligible to serve as President.

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) 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 who has provided an e-mail address to the corporation shall be sufficient to meet the notice requirements of this paragraph.

3. Duties of Officers:

A. The President shall be the chief executive of the corporation. He/she shall serve as Chair of the Board and shall preside at all meeting 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 concurrence 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 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 dues, and disburse funds as authorized by the Board and render to the Board at its regular meeting 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 as may be required. 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. Between the Annual Meeting and June 15 the Executive Committee may obligate the corporation for an amount not to exceed thirty (30) times the amount of annual individual dues, and at all other times not to exceed one (100) times such an amount.

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 shall indicate his or her intent to be a candidate, either in a letter to the President of the corporation, c/o the Washington Square West Civic Association office or by e-mail to the President’s e-mail address posted on the corporation’s website, at least fourteen (14) days before the election. Only those members who have paid their annual dues 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. 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 that two or more candidates receive the same number of votes for the last vacant position, the members shall 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 By-Laws 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) 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.