WYNNEFIELD RESIDENTS ASSOCIATION CONSTITUTION
(AS AMENDED NOVEMBER 19, 1991)
TABLE OF CONTENTS
(Click on the Article or Section Roman Numeral (green) to go directly to that section of the Consittution
- ARTICLE I - NAME
- ARTICLE II - DEFINITION AND BOUNDARIES
- ARTICLE III - PURPOSES
- ARTICLE IV - ORGANIZATION
- SECTION 1. CONSISTING OF
- SECTION 2. MEMBERSHIP
- A. QUALIFICATIONS
- B. REVOCATION
- C. DUES
- D. "MEMBERSHIP YEAR" -DEFINITION
- SECTION 3. BOARD OF DIRECTORS
- A. COMPOSITION
- B. TERM
- C. VACANCIES
- D. POWERS AND DUTIES
- E. BUDGETS, GRANTS, ETC.
- F. BOARD ACTION
- G. DIRECTORS' DUES PAYMENTS
- H. DIRECTORS' COMMITTEE PARTICIPATION
- SECTION 4. EXECUTIVE COMMITTEE
- A. COMPOSITION
- B. POWERS
- C. REPORTS TO DIRECTORS
- SECTION 5. OFFICERS
- A. TITLES
- B. TIME OF ELECTION AND BY WHOM
- C. TERMS AND LIMITS
- D. VACANCIES -OFFICES
- E. QUALIFICATIONS
- SECTION 6. COMMITTEES
- ARTICLE V - POWERS AND DUTIES OF OFFICERS
- SECTION 1. PRESIDENT
- SECTION 2. VICE-PRESIDENTS
- SECTION 3. CORRESPONDING SECRETARY
- SECTION 4. RECORDING SECRETARY
- SECTION 5. FINANCIAL SECRETARY
- SECTION 6. TREASURER
- SECTION 7. SIGNING OF CHECKS
- ARTICLE VI - MEETINGS
- SECTION 1. MEMBERSHIP
- A. NOTICE
- B. REGULAR & SPECIAL
- C. QUORUM
- SECTION 2. BOARD OF DIRECTORS
- A. REGULAR & SPECIAL
- B. QUORUM
- C. ABSENCES
- D. MINUTES
- SECTION 3. EXECUTIVE COMMITTEE
- ARTICLE VII -ELECTIONS
- SECTION 1. NOMINATING COMMITTEE
- A. COMMITTEE APPOINTMENTS
- B. CANDIDATES FOR NOMINEES
- C. REPORT & NOTICE
- SECTION 2. NOMINATIONS
- A. LISTS OF NOMINEES
- B. FROM THE FLOOR
- SECTION 3. ELECTION PROCEDURE
- A. CONTESTED ELECTIONS
- B. OTHER
- C. +1-25 NOMINATIONS
- ARTICLE VIII -AMENDMENTS
- ARTICLE IX -PARLIAMENTARY PROCEDURE
WYNNEFIELD RESIDENTS ASSOCIATION CONSTITUTION
AS AMENDED NOVEMBER 19, 1991
- ARTICLE I - NAME
The name of the corporation is: "Wynnfield Residents Association".
- ARTICLE 11 - DEFINITION AND BOUNDARIES
The Wynnefield Residents Association is an organization of persons living in the area in Philadelphia, Pennsylvania bounded as follows:
Beginning at a point on City Avenue at its intersection with Drexel Road thence southeastwardly on Drexel Road (including the east and west sides there-of) to Upland Way (including the east and west sides thereof) to its inter-section with Malvern Avenue and thence continuing southwestwardly to a point on the east side of the Main Line tracks of Amtrak (formerly the Pennsylvania Railroad) thence continuing southeastwardly along the side of said tracks and then eastwardly on a line passing under the south side of Oxford Street to the intersection of the said line with the west side of Parkside Avenue; thence northwardly on Parkside Avenue (including the east and west sides thereof) to its intersection with Belmont Avenue: thence continuing northwardly along Belmont Avenue to a point
where said Belmont Avenue intersects the northern perimeter of the Carlene Apartments; thence continuing northwestwardly along said perimeter line (including the Bala Golf Course) until its intersection with the west side o-f Conshohocken Avenue; thence continuing on said side of Conshohocken Avenue to its intersection with the south side of City Avenue; thence continuing on said side of City Avenue in a southwestwardly direction to its intersection with Drexel Road, the first-named place and
point of beginning.
- ARTICLE III - PURPOSES
The Corporation is incorporated exclusively for the following charitable educational and scientific purposes: improving the social economic and physical well-being of Wynnefield and all its residents in the following activities:
- A. to maintain and improve the community
- B. to promote within the community:
- 1. public health, safety and welfare,
- 2. public improvements,
- 3. cultural activities,
- 4. recreation,
- 5. community affairs,
- 6. education
- C. to safeguard the community in matters of:
- 1. zoning
- 2. traffic
- 3. transportation
- 4. disaster preparedness
- D. to serve in any other manner possible for the interest of the community.
- E. to cooperate with similar-organizations in the Greater Philadelphia area.
- ARTICLE IV - ORGANIZATION
- Section 1. The organization of Wynnefield Residents Association shall consist of:
- A. Members
- B. Board of Directors
- C. Executive Committee
- D. Officers
- E. Committees
- Section 2. Membership
- A. Qualifications
1. Any person residing or business operated wihtin the boundaries defined in Article II interested in the purposes of this Association is eligible for membership upon payment of dues.
- B. Revocation of Membership
1. The Association reserves the right to withdraw the membership privilege from any member whose actions are not in accord with the purposes or best interest of the Association.
2. Such revocation of membership shall be by majority vote of the Directors present at any regular or special meeting of the Board upon notice to the Board of such purpose.
3. Reasonable notice of the proposed revocation of membership shall be given to the member concerned, and such member shall have the right to attend and to be heard at the meeting.
- C. Membership Dues
1. Membership dues shall be fixed by the Board of Directors.
2. The amount of membership dues may be changed from time to time, provided however that any such change shall become effective at the commencement of the following membership year.
3. Any change in the amount of dues proposed by the Board shall be set forth in the notice of the next membership meeting.
4. For a member to be eligible to vote, membership dues shall be payable at the beginning of each membership year, but no later than March 31 of that year.
5. Any person who joins the Association after September 1 of any membership year shall be considered to be a paid member for the following membership year.
- D. "Membership Year"
Membership year is defined as the "ca1endar year"(January 1 to December 31).
- Section 3. "Board of Directors"
- A. Composition; The Board shall be composed of the following:
1. current elected and appointed offices,
2. past-presidents,
3. chairpersons of standing committees,
4. not less than twenty-five (25) nor more than fifty (50) directors, divided into two categories, each equal to the other in status; not more than twenty-five to be elected by and from the membership and not more than twenty-five to be selected by the Association's Block Committees or a combination thereof, the selection procedure to be determined by the Board.
- B. Directors shall take office upon their election and shall serve for a term of one (1) year or unti1 their succcessor are elected and qualify.
- C. Any vacancy occuring in a directorship elected by the membership shall be filled by the Board for the remainder of the term of such directorship at the next ensuing Board meeting after information received by the Recording Secretary that such vacancy has occurred, and, if the vacancy is in a Block Committee directorship such vacancy, shall be filled by the Board as soon as practicable after the Recording Secretary receives information of the vacancy, and in such manner as the Board determines having in mind,
- D. Powers and Duties - In addition to the other powers granted herein, the Board of Directors shall:
1.Have charge of the management of the Association~s affairs, and the objects and purposes of the Associaton.
2. Have power to do all things necessary to be done to carry
- E. Adopt budgets and approve proposals for grants and requests for other funds.
- F. Action of the Board of Directors shall be by majority vote of those present.
- G. Board members shall be current in payment of their dues.
- H. Board members shall be a member of a committee.
- Section 4. Executive Committee
- A. There shall be an Executive Committee of the Association which shall consist of the elected officers of the Association and three (3) members of the Board of Directors selected by the President.
- B. Between meetings of the Board of Directors, the Executive Committee shall have the Board’s powers which it shall exercise with discretion.
- C. The Executive Committee shall report all its actions to the Board at the Board’s next ensuing meeting.
- Section 5. Officers
- A. The officers of the Association shall be:
1. President
2. Executive Vice—President
3. Two (2) Vice—Presidents
4. Corresponding Secretary
5. Recording Secretary
6. Financial Secretary
7. Treasurer
- B. All officers shall be elected by the Board at its election meeting.
- C. Officers shall take office upon their election and shall serve for a term of one (1) year or until their successors are elected and qualify. A President shall not serve for more than two (2) consecutive terms.
- D. Any vacancy occurring in an office shall be filled by the Board for the remainder of the term of such office at the next ensuing Board meeting after information received by the Recording Secretary that such vacancy has occurred.E.Qualifications
1.Each officer must be a member
2.To be nominated as an officer, the nominee shall be a member of a standing or appointed committee.
3.To be nominated as an officer, a member must have attend at least three (3) of the immediate past board meetings prior to the election meeting, unless otherwise excused from said board meetings.
4.No person may be nominated or elected to the office of President unless that person has been a member for two (2) consecutive years prior to the election for that office.
- Section 6. Committees
- A. Standing Committees
There shall be the following standing committees:
1. Membership
2. Zoning
3. By—Laws
4. Budget
5. Program
6. Ways & Means
7. Personnel
8. Safety & Security
- B. Other Committees
Upon recommendation of the President, or on its own consideration, the Board shall authorize the creation of such additional committees as will fulfill the objects and purposes of this Association.
- ARTICLE V - POWERS AND DUTIES OF OFFICERS
- Section 1. President
- A. The President shall be the chief executive officer of the Association.
- B.In addition to other powers granted herein the President shal1:
1. Preside at all meetings of the Association,
2. Have general supervision of the affairs of the Association.
3. Carry out all orders an~ resolutions of the Board and Executive Committee.
4. Appoint the members and designate the chairpersons of a committees.
- Section 2. Vice—Presidents
- A. The Executive Vice—President shall, in the absence or disability of the President, perfrom the duties and exercise the powers af the President and shall perform such other duties assigned him or her by the President.
- B. The Vice—Presidents, in alphabetical priority of their last names, shall, in the absence or disability of the Executive Vice—President, perform the duties and exercise the powers oF the Executive Vice—President and shall perform such other duties assigned them by the President.
- Section 3. Corresponding Secretary
- The Corresponding Secretary shall be responsible for all correspondence.
- Section 4. Recording Secretary
- The Recording Secretary shall keep record of all minutes of meetings, including the attendance records at such meetings, and shill supervise the maintenance of records of the Association which shall be kept in its office.
- Section 5. Financial Secretary
- The Financial Secretary shall keep Records of all receipts and expenditures and shall
be responsible for reconciliation of bank statements.
- Section 6. Treasurer
- A. The Treasurer shall:
1. Be responsible for the Association’s funds: and
2. Keep full and accurate accounts of all of the Association's financial transactions.
3. Be responsible for preparation and filing of all tax returns.
4. Deposit all moneys and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board.
5. Render to the President, Board of Directors or Executive Committee whenever required, a true and accurate account of the finances of the Association.
- Section 7. Signing of Checks
- The Board of Directors may, from time to time, designate which of the officers or others shall be authorized to sign check demands for money and notes of the Corporation, the carrying out of which authority shall be consistent with the Association’s budget adoptions and proposal approvals of grants and other funds.
- ARTICLE VI - MEETINGS
- Section 1. Membership Meetings
- A. Notice of all membership meetings shall be mailed to the members within a reasonable time in advance of all meetings. In case of special meetings, the notice shall contain a
statement of the purpose of such meeting.
- B. There shall be at least two (2) regular membership meetings a year, one of which shall be in May for the purpose of holding elections and Such other business as may come before it. Special membership meetings shall be held from time to time as determined by the Board.
- C. Quorum
The presence of at least twenty-five (25 members of the Association shall constitute a quorum for the transaction of business.
- Section 2 Board of Directors Meetings.
- A.Meetings
1. There shall be regular meetings of the Board at least four (4) times a year, at such times and places as may be determined by the Board. The first meeting of the newly elected Board shall take place immediately upon adjournment of the membership's election meeting in May of each year for the purpose of electing officers and to attend to such other business as may come before it.
2. Special Meetings of the Board shall be held at the call of the President or upon request in writing to the Recording Secretary of the Association, of any ten (10 members of the Board.
3. Any member of the Association may attend meetings of the Board.
4. Notice of regular Board meetings shall be given in writing to directors at least one (1) week prior to said meeting.
- B. Quorum
The presence of any fifteen (15) members of the Board shall constitute a quorum for the transaction of business.
- C. Any Director who absents himself or herself from three successive meeting of the Board without good and sufficient cause may be removed from his or her office by a majority vote of the remaing Directors present at any regular or special meeting of the Board, and the office of any Director whose membership in the Association shall be deemed vacant and such vacancies may be filled by the Board.
- D. Minutes of previous Board meeting shall be made available to Directors prior to each Board meeting.
- Section 3. Executive Committee Meetinqs
The Executive Committee shall meet on call of the President or when requested of the President by any three (3) of its members.
- ARTICLE VII - ELECTIONS
- Section 1. Nominating Committee
- A. In each year, not later than thirty (30) days before the date ofthe election meetings, the President shall appoint a nominating committee consisting of not less than three (3)or more than seven (7) members of the Association, and designated by the Chairperson thereof.
- B. Any member may submit to the chairperson oF the Nominating Committee names of proposed nominees for election to the Board and to the Association’s offices.
- C. The report of the Nominating Committee shall be contained in the notice at least fourteen (14) days before the election meetings.
- Section 2. Nominations
- A. The Nominating Committee shall present its list of nominees for the Board at the membership election meeting, and, at the newly—elected Board meeting, its list of nominees for officers.
- B. For election to the Board, any member may nominate candidates from the floor, provided, however, that such nomination shall have been submitted to the Chairperson of the Nominating Committee at least seven (7) days prior to the election and that such nominee is present at the election, accepts such nomination and qualifies. In the case of election oF officers, in addition to the slate presented by the Nominating Comittee, any Director may make nominations from the floor at the first meeting of the newly—elected Board, provided, however, that such nominee is present at the election and accepts such nomination and qualifies in accordance with Article IV, Section 5, Officers, E., Qualifications.
- Section 3. Election Procedure
- A. All contested elections shall be by written ballot.
- B. All other election procedures shall be established by the Board of Directors.
- C. In the event that there are twenty—five (25) or less, nominations for the positions of membership—elected Directors, all such nominees shall be considered elected by virtue of their nomination; should there be more than twenty—five (25)nominees for such Directorships, then the election shall be considered as “contested” and, in such case, election to the Board shall by plurality of the the votes cast.
- ARTICLE VIII - AMENDMENTS
- Any or all of these articles may be amended at any regular or special meeting of the Board of Directors by two—thirds (2/3) vote of those Directors present, provided, however, that in the notice of said Board meeting, the proposed amendment or amendments be specifically set forth.