ARTICLE I: NAME, BOUNDARIES AND PURPOSES

Section 1-01. Name.  The name of the association is THE NORTH ARDMORE CIVIC ASSOCIATION, INC., hereinafter referred to as the Association.

Section 1-02. Boundaries.  The area covered by this Association shall be an area in Lower Merion Township, Commonwealth of Pennsylvania, bounded as follows: north from Lancaster Avenue on Woodside Road to Mill Creek Road to Old Gulph Road to Gypsy Lane; east on Gypsy Lane to Montgomery Avenue; south on Montgomery Avenue to Church Road to Lancaster Avenue including Llanfair Circle; west on Lancaster Avenue to Woodside Road.

Section 1-03. Purposes.  The purposes of this Association are as follows: to promote the social welfare, and protect and advance the interests of its members and of the community situated within the boundaries described above, including: (a) promoting and maintaining superior civic conditions in the community, and improving it as a residential neighborhood; (b) providing a general clearing house for information and a forum where community problems may be presented and discussed; (c) interacting with Township officials so that the public services of the community may be improved and effectively administered; and (d) in the interest of preserving the residential nature of the community, responding appropriately to any attempts to down-zone or commercialize residential properties.

Section 1-04. Non-Partisanship. The Association is a non-partisan organization and may not support or endorse candidates or parties in any election.

ARTICLE II: MEMBERSHIP AND MEETINGS OF MEMBERS

Section 2-01. Eligibility.  All adult residents living within the boundaries described above may be members of the Association. Persons who have been members of the Association and are no longer eligible to be members may be associate members of the Association.

Section 2-02. Household Membership.  All adult members of a household shall become members of the Association on payment of dues by any member of that household.

Section 2-03. Honorary Life Members.  The Board of Directors, by resolution, may create Honorary Life Members in recognition of distinguished service to the Association.  Such members have all the rights and privileges of members, including the right to vote, but need not pay dues.

Section 2-04. Voting Rights.  Except as otherwise provided herein, every member shall have the right at every meeting of the members of the Association to cast one vote on any matter put to a vote of the members. Associate members may not vote.

Section 2-05. Place of Meetings.  All meetings of the members shall be held at such place, within the area described in Section 1-02 or as near as possible to it, as the Board of Directors may from time to time determine.

Section 2-06. Annual Meeting.  An annual meeting of the members shall be held each year  in October, for receipt of reports of operations, the election of directors and officers, and the transaction of such other business as may be specified in the notice of the meeting. If a meeting for the election of directors and officers shall not be held within two (2) months after the last day of October, any member may call such meeting at any time thereafter.

Section 2-07. Special Meetings.  Special meetings of the members may be called at any time by the President, by a resolution adopted by a majority of the Board of Directors, or by written request of a group of not less than twenty-one (21) voting members of the Association. If called by a group of members, such request shall be in writing delivered to the Corresponding Secretary of the Association and shall state the purpose or purposes of the meeting; and it shall be the duty of the Corresponding Secretary to call such meeting to be held not less than ten (10) days nor more than thirty (30) days after receipt of the request.  If the Corresponding Secretary shall  fail to issue such call, the persons making the request may do so.

Section 2-08. Notice of Meetings of Members.  Written notice of every meeting of the members, including the annual meeting, shall be mailed by the Corresponding Secretary to  each member household , at least five (5) calendar days prior to the date set for the meeting, unless a greater period of notice is required by law in a particular case.

Section 2-09. Quorum.  Except as otherwise provided by law, the presence in person of twenty-one (21) members entitled to vote shall constitute a quorum at any meeting of the members for the election of directors and officers or for the transaction of other business. Unless otherwise provided by law or in these By-laws, actions voted on by the members must be approved by a majority of those present and eligible to vote. The members present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. If, however, at the time of any meeting of members a quorum is not present, the members entitled to vote who are present in person shall have the power to adjourn the meeting to such time and place as they may determine. In the case of any meeting for the election of directors or officers, those who attend such adjourned meeting, although less than a quorum , shall nevertheless constitute a quorum for the purpose of electing those directors and officers nominated by the Nominating Committee. In the event that procedural questions arise during any meeting, Robert's Rules of Order shall be applied to resolve the issue.

Section 2-10. Membership Record.  The Membership Secretary  shall keep a record of the  name and address of each member and associate member.


ARTICLE III: OFFICERS AND ELECTIONS OF OFFICERS

Section 3-01. Officers of the Association.  There shall be elected the following officers of the Association: President, First Vice President, Second Vice President, Treasurer, Assistant Treasurer, Recording Secretary, Corresponding Secretary and Membership Secretary.

Section 3-02. Term of Office.  Officers shall be elected and installed at the annual meeting, to serve for one year or until their successors are elected and installed. Any elected officer of the Association shall be eligible for reelection.

Section 3-03. Eligibility for Office.  Only voting members of the Association may be officers or board members of the Association. Any officer or board member who becomes a candidate for office must immediately take a leave of absence as an officer or board member of the Association until the results of the election are decided.
3-04. Nominating Procedure for Elections of Officers.  A Nominating Committee shall be appointed by the President and approved by a majority of the Board of Directors. It shall present to the Board of Directors a  list of nominees for Association officers.  A copy of the list, when approved by the Board of Directors, shall be mailed to each member at least ten (10) calendar days in advance of the annual meeting.  Additional nominations may be proposed by members at the Annual Meeting.

Section 3-05. Vacancies.  In the event an officer is unable or unwilling to serve, or becomes disqualified to serve or in the event an office becomes vacant for any reason, the vacancy shall be filled by the Board of Directors, and the person so designated shall serve as an officer until a successor is elected by the members of the Association, either at the next annual meeting of the members or at a special meeting duly called for that purpose. All resignations of officers shall be in writing directed to the Recording Secretary.


ARTICLE IV: COMMITTEES

Section 4-01. Standing Committees.  The Standing Committees of the Association shall be:
Finance  Legal    Publicity Traffic and Safety
Garden Party  Zoning and Planning   Civic Donations

Section 4-02. Appointment.  The Chairpersons of the Standing Committees shall be appointed by the President, subject to the approval of the Board of Directors. The members of these Committees shall be selected by their respective Chairpersons. All members of committees must be voting members of the Association.

Section 4-03. Other Committees.  Other Committees shall be created and appointed from time to time for such purposes as the President and Board of Directors deem appropriate.


ARTICLE V: BOARD OF DIRECTORS

Section 5-01. Number, Composition and Term of Office.  The business and affairs of the Association shall be managed by a Board of twenty-one (21) directors who shall be voting members of the Association.  The Board of Directors shall be composed of the eight officers of the Association, the immediate past President of the Association, and twelve (12) Term Directors. Officers' and the immediate past President's terms as Directors shall be for one year.  The twelve Term Directors shall serve three-year terms as Directors and shall be divided into three classes of Directors, each class having four members.  One class shall be elected each year at the Annual Meeting.  Procedures for election by the members, including nomination and quorum, and for the filling of vacancies, shall be the same as set forth in Sections 2-09, 3-04 and 3-05 with respect to Officers of the Association.

Section 5-02. Place of Meetings.  All meetings of the Board of Directors shall be held at such place within the area described in Section 1-02 or as near to it as practical, as the President may from time to time designate.

Section 5-03. First Meeting.  The first meeting of each newly elected Board of Directors shall be held within 30 days after the annual meeting of the members, for the purpose of organization and the transaction of other business, or such meeting may convene at such other time as may be fixed by the consent of at least a majority of the directors.

Section 5-04. Regular Meetings.  Regular meetings of the Board of Directors may be held at such times as the board may by resolution determine.

Section 5-05. Special Meetings.  Special meetings of the Board of Directors may be called at any time by the President, and shall be called upon the written request of any two or more directors delivered to the Corresponding Secretary. Any such request by directors shall state the time and place of the proposed meeting, and upon receipt of such request it shall be the duty of the Corresponding Secretary to issue promptly the call for such meeting.  If the Corresponding Secretary shall  fail to issue such call, the directors making the request may issue the call.

Section 5-06. Notice of Meetings.  Regular meetings of the Board of Directors may be held without written notice, unless any such meetings are held at other than the usual time or place, in which event written notice shall be given to each director five (5) calendar days prior to the day fixed for the meeting. In the case of special meetings, written notice shall be given to each director at least five (5) calendar days prior to the day fixed for the meeting, except that in case of emergency, special meetings may be called upon twenty-four (24) hours' oral or written notice. Notice of a special meeting must state the purpose or purposes for which the meeting is called. Notice of meetings of the Board of Directors shall be furnished to any member who requests such notice. Members may attend meetings of the Board of Directors and be heard.

Section 5-07. Quorum.  At all meetings of the Board of Directors a majority of the directors in office shall constitute a quorum for the transaction of business, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors.

Section 5-08. General Powers.  The Board of Directors may exercise all such powers of the Association and do all such lawful acts and things as are not by law, or by the provisions hereof, directed or required to be exercised and done by the officers or the voting members. If the Civic Donations Committee recommends the making of any civic donation, the Board shall exercise the power to approve or disapprove the making of such donation.  No such donation shall be made by the Association unless: (1) it is recommended by the Civic Donations Committee and approved by the Board of Directors, and (2) it is for general civic purposes. Not more than $1500 in the aggregate shall be given in any calendar year pursuant to this provision except that in a case of exceptional need or opportunity an additional donation of up to $2500 may be made if approved by a vote of two-thirds (2/3) of all members of the Board of Directors in office. Suggestions from members to the Civic Donations Committee with respect to the making of civic donations shall be in writing.

Section 5-09. Executive Committee.  The Board of Directors may, by resolution adopted by a majority of the whole board, designate three or more of its number to constitute an Executive Committee, which, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors. Vacancies in the membership of such committee, if appointed, shall be filled by the Board of Directors at a regular or special meeting of the Board. The Executive Committee shall report its actions to the Board at each regular meeting of the Board.

Section 5-10. Informal Action by Directors.  Notwithstanding anything to the contrary contained in these By-laws, any action which may be taken at a meeting of the Directors or the Executive Committee may be taken without a meeting if all of the directors are so notified in writing and the action is signed by a majority of the Directors or the members of the Executive Committee, as the case may be, participating in the action and shall be filed with the Recording Secretary of the Association.  Such notice and consent in writing may be delivered in the form of an electronic mail communication addressed to the Recording Secretary.  Every effort shall be made to have live board discussion at regular board meetings.
    
Section 5-11. Removal of Directors. The Board of Directors may declare vacant the office of any Director who is declared of unsound mind by an order of court, or convicted of a felony, or for any other proper cause, including repeated failure to attend meetings of the Board.

Section 5-12.Agenda  for Meetings of the Board of Directors.  The agenda for regular meetings of the Board of Directors shall be as follows:
a. Reading of Minutes
b. Report of Treasurer
c. Reports of Other Officers
d. Reports of Standing Committees
e. Reports of Special Committees
f. Unfinished Business
g. New Business
h. Adjournment
In the event of a procedural dispute, Robert's Rules of Order shall apply.

Section 5-13. Liability of Directors.  To the fullest extend permitted by Pennsylvania law, a director of the Association shall not be personally liable for any action taken or any failure to take any action on behalf of the Association.


ARTICLE VI: DUTIES OF OFFICERS

Section 6-01. President.  The President shall preside at all meetings of the Association, including special meetings, and of the Board of Directors; shall appoint or remove all Committee Chairpersons, subject to the approval of the Board of Directors; and shall have such power and duties as are generally vested in the President of a group such as the Association. At the conclusion of his or her term of office he or she shall continue to serve as a member of the Board of Directors for one year.

Section 6-02. First Vice President.  The First Vice President shall act for the President in the absence of, or at the order of, the President.

Section 6-03. Second Vice President.  The Second Vice President shall act for the President in the absence of, or at the order of, the President or First Vice President.

Section 6-04. Recording Secretary.  The Recording Secretary shall keep a correct and adequate record of the proceedings of the Association and of its Board of Directors and shall, at the expiration of his or her term, deliver to his or her successor all books and papers belonging to the Association.

Section 6-05. Corresponding Secretary.  The Corresponding Secretary shall have charge of the correspondence of the Association and shall prepare and mail notices of Board of Directors meetings and meetings of the members of the Association. He or she shall, at the expiration of his or her term, deliver to his or her successor all books and papers belonging to the Association.

Section 6-06. Treasurer.  The Treasurer shall have custody of the funds of the Association, of which he or she shall keep full and accurate accounts in books belonging to the Association. Such accounts shall be subject to annual audit.  The Treasurer shall be bonded for an amount in keeping with the resources of the Association, as determined by the Board of Directors.  The Treasurer shall render to the President and Board of Directors, whenever required, an account of all of the Association's transactions and of the financial condition of the Association.  The Treasurer shall, at the expiration of his or her term, deliver to his or her successor all monies, papers, books and property of the Association in his or her possession.

Section 6-07. Assistant Treasurer.  The Assistant Treasurer shall assist the Treasurer and function in his or her absence.

Section 6-08. Check Writing Authority.  The Treasurer or Assistant Treasurer shall ordinarily keep custody of the association's checkbook.  The signature of two officers of the Association, normally the Treasurer or Assistant Treasurer and the President, shall be required on all checks drawn on the Association’s account.  No expenditure of Association funds in excess of $500 may be made without the prior approval of the Board of Directors of the Association.

Section 6-09. Membership Secretary.  The Membership Secretary shall keep a record of the names and addresses of all members of the Association, and shall provide such list to the Corresponding Secretary for mailings to the members.  The Membership Secretary, at the expiration of his or her term, shall deliver to his or her successor all records of the Association in his or her possession.


ARTICLE VII: DUES

Section 7-01. Amount and Time of Payment.  Dues for membership or associate membership in the Association shall be $30 per household per membership year, or such greater or lesser amount as the Board of Directors of the Association may, by resolution, determine.  The membership year shall be January 1 through December 31.

Section 7-02. Non-Payment of Dues.  Only paid-up members of the Association may vote at Association meetings, serve as officers or board members, or attend Association functions, specifically the annual Garden Party.

ARTICLE VIII: MISCELLANEOUS PROVISIONS

Section 8-01. Execution of Written Instruments.  All contracts, deeds, mortgages, obligations, documents and instruments, whether or not requiring a seal, shall be executed by the President or a Vice-President, and attested by another officer of the Association, normally the Treasurer or Assistant Treasurer, or may be executed or attested, or both, by such other person or persons as may be specifically designated by resolution of the Board of Directors.

Section 8.02. Liability for Contracts.  Any agreement, obligation, or liability of the Association shall be made, entered into, or incurred on the condition that it shall be enforceable only against, and payable only out of, the Association's property, and no director, officer, agent or member shall assume or shall be held to any personal liability therefor.


ARTICLE IX: AMENDMENTS

Section 9-01. Procedure and Vote.  The members of the Association, by affirmative vote of two-thirds present at a meeting of members, may alter or amend the CONSTITUTION AND BY-LAWS.

North Ardmore Civic Association