CAPITOL HILL RESTORATION SOCIETY, INC.
By-Laws
(As amended in June 2007 by vote of the membership)
MEMBERSHIP AND DUES
1.
Any individual who has a legitimate interest in the Capitol Hill
Restoration Area, as defined in paragraph 42, shall be eligible for
membership
in the Capitol Hill Restoration Society, Inc. ("Society").
2.
Membership dues shall be determined by the Board of Directors. No change may be made except after prior
notice to the Membership. No member shall have more than one vote.
3. All applicants shall be
admitted to
membership in the Society provided the eligibility requirements on
paragraphs 1
and 2 have been met.
4. Any member of the Society may
be expelled for
cause upon the approval of such expulsion by three-fourths of the Board
present
at any regular meeting of the Board, if a motion for such expulsion has
been
made and seconded at the regular meeting next preceding. The member so
recommended for expulsion shall be invited to attend the proceedings,
and to
speak and present witnesses in his/her behalf.
OFFICERS, COMMITTEES AND
BOARD OF DIRECTORS
5. The officers of the Society
shall be a
President, First Vice President, Second Vice President, Treasurer and
Secretary. All the officers shall be
elected as provided in paragraphs 21 through 25.
6. The President shall preside
at all regular
and special meetings of the Society and shall be the chair of the Board
of
Directors. The President shall be the
chief executive officer of the Society and may delegate to other
officers such
duties as exigencies require. The
President shall be an ex officio
member of all committees.
7. In the absence of the
President, the First
Vice President shall act in the President's stead and shall have the
same
authority and powers. In the absence of
the First Vice President, the Second Vice President shall act in the
First Vice
President's stead and shall have the same authority and powers. In the absence of the President and the First
and Second Vice Presidents, the Treasurer shall act in their stead and
shall
have the same authority and powers.
8. The Treasurer shall be
responsible for
maintaining the financial records and accounts of the Society and shall
report
on the financial status of the Society at the regular meetings. The Treasurer shall be a member of the Budget
and Endowment Committees.
9. The Secretary shall be
responsible for
keeping the minutes of the Society and Board of Director meetings and
shall
perform such secretarial duties as may be directed by the President.
The Secretary
shall maintain the official records, files and archives of the Society,
except
the books and records of the Treasurer.
10.
In the case of a vacancy in the office of first and second vice
president,
secretary or treasurer, the President may appoint a member to act in
the
capacity until the position is filled, subject to the approval of a
majority of
the Board present at a regular meeting of the Board.
11. The Society may, by
three-fourths vote of the
members present at a meeting of the Society, relieve any officer of his
or her
duties, if a motion for such relief of duties was made and seconded at
the
regular meeting next preceding. The
Board, by three-quarters vote, may suspend any officer from his or her
duties,
if such suspension was made and seconded at the Board next meeting
preceding.
12.
Any member who speaks at a meeting on a subject in which the
member has
an interest shall so inform the Society of the interest. No Board
member shall
vote on any issue that would materially affect, directly or indirectly,
his or
her financial interests or those of a member of his or her household,
or a
business or organization with which he or she is associated, or on
matters as
to which he or she has a conflict situation created by a personal,
family,
organization or client interest.
13. The committees of the
Society shall
be Budget, City Planning, Communications, Community Development,
Community
Relations, Environment, Historic Preservation, House Tour, Membership,
Public
Safety and Zoning.
14.
Committee chairs shall be appointed by the President with the
approval
of the other elected officers. Committee
membership will be governed by criteria established by the Board. Members of committees (except the chairs)
shall be appointed and removed by the President. A
committee may, with concurrence of the
Board of Directors, define its own Bylaws.
15.
The Board of Directors shall be composed of the officers, the
chairs of
the committees referred to in paragraph 13, and six members elected at
large
(hereafter “Elected Members”), and the Immediate Past President.
Officers and
Elected Members may serve concurrently as Committee Chairs.
16.
The Board of Directors shall manage, direct, control and
administer the
property, affairs and business of the Society and shall be and act as
the
custodian of its properties and interests, except such thereof as are
placed
elsewhere by the provisions of these Bylaws.
17. The Board of Directors
shall act for
and on behalf of the Society, in all matters within its jurisdiction
and do all
things required and permitted by these Bylaws to carry out the
objectives and
interests of the Society.
18. The Board shall meet
regularly once
each month at a time and place designated by the President. The President may also call such special
meetings
as are necessary and shall call a special meeting at the request of
three
members of the Board. Each member of the
Board shall be counted only once for purposes of voting, determining a
quorum,
or other matter. A quorum of the Board
shall consist of one-third of the Directors holding office, of whom
three shall
be officers.
19. Board meetings will be
open to
Society members in good standing. By
majority vote, the Board may go into Executive Session closed to those
not
members of the Board.
20. The President, with the
concurrence
of a majority of the Board, may create other committees and task
forces.
ELECTION
OF OFFICERS AND DIRECTORS
21. An elections committee
consisting of
at least three, but not more than five, members shall be appointed by
the
President and announced at the regular spring meeting. Timely notice of
the
nomination and election process will be made in the Society’s
Newsletter.
22.
The elections committee
shall make nominations for officers and those
Elected Members whose terms
of office expire at the next annual meeting. The Committee shall
solicit
nominations from the membership. The Committee shall present its slate
of
recommended nominees in the Society newsletter published not later than
two
weeks before distribution of the ballots. The information published
will
contain information on the qualifications of the various candidates.
23.
Election shall be by mail ballot distributed to all members in
good
standing as of May 1. Properly completed ballots will be accepted for a
period
of two weeks from the date the ballot is delivered to the U.S. Postal
Service.
The Elections Committee shall take reasonable precautions to ensure the
integrity of the vote, but no election shall be voided except upon
presentation
of reasonable proof that any alleged irregularities would change the
outcome.
24.
A nominee receiving a majority vote of the members voting shall
be duly
elected to office. The officers and directors duly elected to office
shall be
announced at the Annual Meeting and shall take office the first day of
the
month following their election. Officers shall hold office for one year
or
until a successor is elected and qualified.
Elected Members shall serve for two
years with half being elected each year.
25. In the event a vacancy
occurs in any elected
office, the Board of Directors shall immediately appoint a successor
who shall
serve the remainder of the term of the vacated office.
FISCAL
26. The fiscal year of the
Society shall be
October 1 through September 30.
27.
The funds of the Society shall be kept in such place or places
as shall
be determined from time to time by the Board of Directors.
28.
The annual budget shall be reported to the Society for adoption
at the
regular fall meeting. The Board of Directors may reprogram funds
unneeded in
some budget categories to other categories.
The President may approve the expenditure of funds not to exceed
a total
of $1,000 in any fiscal year. The Board
of Directors may approve the expenditure of unbudgeted funds not to
exceed a total
of $15,000 in any fiscal year. Any
unbudgeted expenditure totaling in excess of $15,000 in any fiscal year
must be
approved by a majority of the members present at a meeting of the
Society or by
a majority of votes cast by mail ballot.
29.
The Treasurer is authorized to make all disbursements for the
Society,
except that such disbursements shall be made only if approved in
accordance
with Paragraph 28. All disbursements
shall be substantiated by receipted bills or a signature from the
person being
reimbursed for funds spent for the Society.
All deposits to Society bank accounts or other accounts shall be
substantiated by pass book entries or duplicate deposit slips.
30.
The Board of Directors shall be responsible for seeing that the
financial records of the Society are reviewed periodically.
31. Endowment Fund
(a). The Endowment Fund (the
"Fund" shall consist of:
(1)
Gifts or bequest designated for that purpose,
(2)
Amounts deposited in the Fund by the Board of Directors, and
(3)
Accumulated interest, dividends, and capital gains.
(b)
The purpose of the fund shall be to invest the gifts, bequests,
deposits
and accumulated interest, dividends, and capital gains. Objectives of
the Fund
will be (in order of importance):
(1) Preservation of capital,
(2)
Growth, and
(3)
Generation of income.
(c)
The Fund will be managed by an Endowment Committee consisting of
a
Chairperson and a minimum of four other members, one of whom shall be
the
Society's Treasurer; all others are to be appointed by the President
with the
consent of the Board of Directors. The
Committee shall meet at the call of the Chairperson, but no less than
semi-annually.
(d)
The Chairperson of the Endowment Committee will report to the Board of
Directors at the end of each fiscal year on the condition of the Fund,
investments made and liquidated, and amount of gifts, bequests,
deposits, and
accumulated interest, dividends and capital gains held by the Fund.
(e) Gifts or bequests
designated for the
Fund must be preserved according to the conditions attached to them.
Amounts
deposited in the Fund by the Board of Directors and accumulated
interest,
dividends, and capital gains may be withdrawn from the Fund by the
Board of
Directors for use of the Society in accordance with paragraph 28.
32. Fiscal Sponsorship
(a) The Society may act as a
"Fiscal
Sponsor" of other organizations, whether incorporated or not, for
specific
projects or programs that the Board of Directors determines will
advance the
Society's tax-exempt purposes. As a fiscal sponsor, the Society may
receive
assets and incur liabilities identified with a specific project or
programs.
(b) The relations between the
Society as
Fiscal Sponsor and other organizations will be created and governed by
"Preapproved Grants," in which the Society approves support to a
Grantee for specific projects or programs, before funds are solicited
from
donors, foundations, or government agencies.
(c) An organization seeking a
Preapproved
Grant must present a written request. Grants must be approved by a
Board
Resolution that includes a finding that the proposed project will
further the
Society's tax-exempt purposes. The Board Resolution may include funding
to a
stated amount or funding to the extent that the Society received funds
solicited by the Grantee. A written grant agreement shall set forth the
terms
and conditions that apply to the Grantee's use of the grant and
relations with
funding sources.
(d) Either the Grantee, the
Society, or
both, as provided in the Grant Agreement, may solicit funds.
Solicitations
shall be made only on the condition that:
(1)
The Society retains complete control and discretion over the use of all
contributions it receives,
(2)
Written annual reports are made to the Society on the anniversary of
the
grant's inception
showing actual
expenditures and project or program accomplishments, and
(3)
The Grantee will engage in no political activities that will endanger
the
Society's tax- exempt status.
MEETINGS
33. Regular meetings of the
Society shall be held
quarterly in the fall, winter, spring, and summer of each fiscal year. The Board of Directors shall designate the
time and place of each such meeting and shall give notice of such
regular
meeting in the Society newsletter published at least two weeks in
advance of such
meeting. Special meetings may be called
by the President, and shall be called upon the written request of five
members
of the Board of Directors or 25 members of the Society.
However, notice of such special meetings
shall be given at least five days in advance, and such notice shall
state the
time and place and the matter or matters to be considered.
No other business shall then be transacted at
the special meeting.
34.
The annual meeting of the membership of the Society shall be the
regular
summer meeting.
35. The Board shall consider
any issue
requested to be brought to it by motion at any scheduled membership
meeting, or
by petition of no fewer than twenty five (25) members in good standing
of the
Society. The Board shall report to the membership on actions taken at
the next
scheduled membership meeting.
36. All resolutions, motions, or
other business
referred to the Board or any committee for action shall be reported on
at the
next regular membership meeting, unless a longer period is granted. Upon the failure of a committee or the Board
to
timely report any matter, a majority of the members present at a
regular
meeting may take such actions as may be appropriate.
37. Only members of the Society
in good standing
may take part in Society meetings.
However, nonmembers may be granted permission to address the
Society at
the discretion of the President.
38. Any member of the Society
may challenge the
right of any person to vote. In the case
of a challenge, the membership records of the Society shall be
conclusive.
39. All proceedings of the
Society, unless
otherwise provided by the District of Columbia Nonprofit Corporation
Act or by
rule or order of business adopted by the Society, shall be controlled
by the
latest edition of "Robert's Rules of Order."
40. A quorum at regular and
special meetings
shall consist of 20 members in good standing.
41. No vote by proxy may be cast
at any meeting
of the Board of Directors or of the Society.
BOUNDARIES
42. The Capitol Hill Restoration
Area is defined
by the following boundaries: Beginning
at the intersection of 3rd Street, NE and Florida Avenue, NE,
southeasterly on
Florida Avenue, NE to 15th Street, NE; south on 15th Street, NE to C
Street,
NE; east on C Street, NE to Oklahoma Avenue, NE; east on the road
around the
north side of Kennedy Stadium to the Anacostia River at the East
Capitol Street
bridge; south and southwesterly along the east bank of the Anacostia
River to
the South Capitol Street bridge; north on South Capitol Street to
Washington
Avenue, SW; northwest on Washington Avenue, SW to First Street, SW;
north on
First Street, SW and NW to Louisiana Avenue, NW and NE, to Union
Station and
south around Union Station to the railroads tracks north of Union
Station, then
northeast along east boundary of the tracks to the point of beginning.
43. The boundaries described in
paragraph 42 shall
not be construed to inhibit interest and activity on the part of the
Society in
the case of areas which would have an adverse effect on the character
of the Capitol
Hill Restoration Area, nor shall the boundaries be interpreted to
inhibit the
interest and activity of the Society in behalf of the preservation of
sites and
buildings in any part of the District of Columbia or elsewhere.
BYLAW AMENDMENTS
44.
These bylaws may be amended by a two-thirds vote of the members
present
at any regular meeting or responding to a mail ballot, if notice of
such
amendment, signed by at least 10 members in good standing, shall be
given in
the Society Newsletter published at least two weeks in advance of such
meeting.
Capitol Hill History &
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