BYLAWS  OF THE BROOKVILLE-SEMINARY VALLEY CIVIC ASSOCIATION, INCORPORATED ARTICLE I – NAME The name of this corporation shall be Brookville-Seminary Valley Civic Association, Incorporated (the “Association”). ARTICLE II – PURPOSE The purpose of the Association, which is formed as a non-profit organization, is to promote, without affiliation with any political party, the best interests of the residents of the City of Alexandria, and in particular, to promote the general welfare of the residents of Brookville-Seminary Valley, as that area is defined in Article III, Section 1. ARTICLE III – MEMBERSHIP Section 1.  Area Boundaries.  The Association area is bounded generally in a square as follows: From a point commencing at the intersection, of a line extended from Polk Avenue and North Van Dorn Street; southward to Holmes Run Creek, (excluding the Willow Run Apartments and Brookville Town Homes); eastward along Holmes Run Creek (including James Marx All Veterans Park) to Jordan Street; northward along Jordan Street (excluding Fox Chase Shopping Center property and Fox Chase Apartments property) to the southern side of Polk Avenue extended; westward along Polk Avenue back to North Van Dorn Street. Note:  The boundaries include the KMS Townhouses on the left side of Richenbacher Avenue and the single-family homes on both sides of the same street. Section 2.  Membership.  Membership is limited to dues-paying persons in the household who are eligible to vote (18 years of age or older) living within said boundaries, and includes occupants of individually-owned single-family homes, semi-attached houses, and townhouses within the association area.  Membership requires the payment of annual dues on an individual basis.     Section 2A.  Rights and Obligations of Membership.  These shall include, but are not limited to:  the right to receive the Association’s newsletter; be informed about community affairs; submit requests for consideration to the Executive Board; and vote in annual elections and on Civic Association matters.  The obligation of membership is to pay annual dues. Section 3.  Classes of Membership.  Classes of membership exist solely for purposes of specifying a dues schedule.  There are two classes of membership:  BASIC and SENIOR.  A BASIC membership will be offered to any qualified person.  A SENIOR membership will be offered to any qualified person over the age of 65.  The schedule of annual dues is set forth in Article III, Section 4. Section 4.  Dues.  Annual dues for BASIC members shall be $10.00.  Annual dues for SENIOR members shall be $5.00.  The Executive Board may increase or decrease the annual dues to be collected from members  subject to the approval of a majority of the membership present at the annual meeting in October (the “Annual Meeting”).  The membership year shall run from January 1 through December 31.  A member whose dues have not been paid as of the Annual Meeting shall have all rights and privileges forfeited including the right to vote in BSCVA elections.  This right is restored with the payment of dues. ARTICLE IV – EXECUTIVE BOARD Section 1.  Members and Powers.  The Directors of the Association (the “Directors”) shall be known as the Executive Board (the “Board”).  The Board shall be comprised of the elected officers (as defined in Article V, Section 1), the immediate past President, and four other at-large members of the Association who shall be elected by the Association.  The Board is vested with the power to supervise and administer the business, property, and affairs of the Association, except as otherwise provided by the laws of Virginia.  Section 2.  Terms of Office.  Directors shall serve for a term of one year.  They will assume their respective duties 30 days after they are elected at the Annual Meeting to provide for a smooth transition.  They shall hold office until their respective successors have been elected and are seated on the Board. Section 3.  Compensation.  The Directors shall serve without compensation.  However, they may be reimbursed for necessary expenses incurred in carrying out their duties.  Section 4.  Executive Board Meetings.  Adequate notice of every Board meeting shall be given to every member of the Board (preferably, at least by one week in advance).  A quorum of the Board shall consist of at least six Board members.  Section 5.  Transactions of the Board.  Except as otherwise provided by the Articles of Incorporation, in these Bylaws, or by law, every act or decision done or made by a two-thirds majority of the Directors present at a Board meeting duly held at which a quorum is present shall be the act of the Board.  Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board individually or collectively consent in writing to such action.  Such written consent or consents shall be filed with the minutes of the proceedings of the Board.  Such action by written consent shall have the same force and effect as the unanimous vote of such Directors at a duly convened meeting.  The written consent shall include email.  Section 6.  Resignations and Removal of Directors.  Any Director may resign at any time by providing written notice to the Board, without prejudice to the rights, if any, of the Association under any contract to which the Director is a party.  The Board may remove any of its members, with cause, at any meetings of the Board by the affirmative vote of a majority of all of the Directors.  Section 7.  Good Faith Actions of the Directors.  Each member of the Association agrees to hold all Directors harmless for any acts or omissions done in good faith arising out of his or her service.  The Association also claims, on behalf of the Directors, protections including, but not limited to, those set forth in the Virginia Nonstock Corporation Act (the “Virginia Act”).    ARTICLE V – OFFICERS Section 1.  Titles of Officers.  The officers shall be:  a President; a First Vice President; a Second Vice President; a Secretary; a Membership Secretary; a Treasurer; and a Parliamentarian. Section 2.  Election of Officers.  The officers of the Association shall be elected by the membership. Section 3.  Duties of Officers.  Each officer shall perform all duties incident to the respective office and such other duties as may be required by law, the Articles of Incorporation, the Bylaws, or which may be prescribed from time to time by the Board.   Section 3A.  Duties of the President.  The President shall be the general manager and chief executive officer of the Association and shall, subject to the control of the Board, have supervision, direction, and control of the business and affairs of the Association.  The President shall preside at meetings of the Association and of the Executive Board.  The President shall appoint the chairs of committees (other than the Board) unless otherwise directed by the association, and shall enforce these Articles.  The President will also serve as an ex officio member of all committees, except the Nominations Committee and the Audit Committee.  The President shall represent the Association at meetings of governmental agencies and civic associations and shall perform such other duties as may be required. Section 3B.  Duties of the First Vice President.  The First Vice President shall preside at meetings of the Board or the Association in the absence of, or at the request of, the President.  If the office of the President becomes vacant, the First Vice President shall become President for the balance of the term for which the President was elected.  In addition, the First Vice President shall receive and review the Association’s monthly bank statements, shall represent the Association at meetings of governmental agencies and civic associations as requested by the President, and shall perform such other duties as may be required. Section 3C.  Duties of the Second Vice President.  The Second Vice President shall assist the President and the First Vice President in the performance of his or her duties.  Among other things, the Second Vice President shall insure that newsletters are delivered to members of the Association, after approval of the Board members at least two (2) weeks before a scheduled meeting.  If the office of the First Vice President becomes vacant, the Second Vice President shall assume that post for the balance of the elected term of the First Vice President.  In addition, the Second Vice President shall represent the Association at meetings of governmental agencies and civic associations as requested by the President and shall perform such other duties as may be required. Section 3D.  Duties of the Secretary.  The Secretary shall prepare minutes of the meetings of the Board and the Association; keep records of Association correspondence and a book of minutes of all meetings of the Board and the Association to be available at all meetings of the Association; prepare a summary report of actions or recommendations by the Board for presentation to the Association by the presiding officer at the next regular meeting of the Association; and call meetings of the Board and Association to order.  In addition, the Secretary shall certify all official communications that are issued on behalf of the Association and shall perform such other duties as may be required. Section 3E.  Duties of the Membership Secretary.  The Membership Secretary shall process membership applications, keep and maintain membership records, and update the membership roster on a regular basis.  The Membership Secretary also shall assist the Secretary in the performance of his or her duties and shall act for the Secretary in his or her temporary absence.  In addition, the Membership Secretary shall perform such other duties as may be required. Section 3F.  Duties of the Treasurer.  The Treasurer shall keep and maintain in written form (or any other form capable of being converted into written form) adequate and correct books and records of accounts of the properties and business transactions of the Association, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.  The books and records of accounts shall at all times be open to inspection by any Director.  The Treasurer shall receive and be custodian for any funds received by the Association; issue receipts; and deposit all funds received in a bank protected by the Federal Deposit Insurance Corporation in the name of, and to the credit of, the Association within thirty days of receipt.  The Treasurer shall disburse the funds of the Association in accordance with the Association’s budget and as ordered by the Board.  The Treasurer, as necessary, shall present an itemized statement of receipts and expenditures.  The Treasurer shall submit to the Association at each regular meeting a report of receipts and disbursements made during the interim of the meetings and shall submit at the January Meeting a detailed report for the preceding twelve months.  All checks, drafts, or disbursements of the Association shall require the signature of the Treasurer or President for amounts up to $250.  All checks, drafts, or disbursements in excess of $250 shall require the signature of any two of the following officers:  the President; the First Vice President; the Second Vice President; or the Treasurer. Section 3G.  Duties of the Parliamentarian.  The Parliamentarian shall ensure that Robert’s Rules of Order (or guidelines from any other reputable manual on parliamentary procedures) are followed at all meetings of the Board and of the Association.  The Parliamentarian also shall ensure that meetings of the Board and the Association are run in a smooth and orderly manner and shall perform such other duties as may be required. ARTICLE VI – COMMITTEES Section 1.  Creation and Discharge of Committees by the Board.  Standing committees and temporary committees shall be created and discharged by the Board in accordance with the needs of the Association, as the Board may from time to time deem necessary.  The members of those committees should be selected from different neighborhoods within the Association area. Section 2.  Creation and Discharge of Committees by the Membership.  The membership of the Association, by a majority vote of those in attendance at a meeting at which at which the quorum requirements enumerated in Article VIII, Section 2 are satisfied, may create additional committees over and above those created by the Board.  Suggested committees may include, but are not limited to: the Mile-Long Yard Sale; Park Clean Up; Parking and Traffic; Contributions; Audits; Social Activities; Newsletter; Nominations; and Bylaws. ARTICLE VII – ELECTIONS Section 1.  Time of Election.  The Annual Meeting for the election of officers and members of the Board shall be held in October.  Section 2.  Nominations.  By July 1, the President shall present to the Board for its consideration a list of nominees to serve on the Nominations Committee.  Once confirmed by a two-thirds majority of the Board, the Nominations Committee shall submit a slate of names to the membership for its consideration.  Prior to the voting at the Annual Meeting, additional nominations may be taken from the floor.  Committee members counting ballots will not be nominees of that ballot. Section 3.  Qualified Candidate.  A qualified candidate is any member whose dues are current or paid by the commencement of the Annual Meeting. Section 4.  Balloting and Voting. Section 4.A.  Balloting.  Prior to the Annual Meeting, the Secretary shall prepare two ballots listing the names of the candidates provided by the Nominating Committee.  The first ballot (the “Executive Officer Ballot”) shall list the names for officer positions in the following order: President; First Vice President; Second Vice President; Secretary; Membership Secretary; Treasurer; and Parliamentarian.  The second ballot (the “At-Large Member Ballot”) shall list the names for four At-Large Executive Board member positions.  The ballots shall contain extra space for each office so that floor nominees or write-in candidates may be added. Section 4.B.  Voting.  Voting for officers and members of the Executive Board shall be by secret ballot by all members whose dues are paid in full.  Proxy voting will not be allowed.  The voting at the Annual Meeting shall be conducted in two parts.  First, members will have the opportunity to vote on the Executive Officer Ballot.  Second, after the Executive Officer Ballots are tallied and the results announced, members will have the opportunity to vote on the At-Large Member Ballots.  If no candidate for a particular office receives a majority of the total votes cast on the first ballot, there shall be a run-off between the two candidates who receive the highest number of votes on such ballot.  The vote of a majority of the members present at an election meeting is necessary to elect any candidate. Section 5.  Vacancies on the Board.  Except as provided in Section 3B and Section 3C of Article V, if any office shall become vacant, the office shall be filled by a majority vote of the Executive Board for the unexpired term subject to the approval by a majority of the members at the next scheduled Association meeting. ARTICLE VIII – MEETINGS OF THE ASSOCIATION Section 1.  Meetings.  The Annual Meeting of the Association shall be held in October, and in addition, regular meetings of the Association shall be held in January, April, and July, or as may otherwise be deemed practicable by the Board.  The meetings will be held on the second Monday of the designated months, unless the second Monday falls on a Federal, State or local holiday, in which case the meeting shall be held on the following day.  Special meetings may be called by a majority vote of the Board or upon receipt of a petition signed by twenty-five or more members in good standing.  Notice of every meeting shall be provided to all members at least two weeks in advance of the meeting or, in cases of special urgency, shall be given by telephone as far in advance of the meeting as circumstances permit.  In cases of snow or other weather emergencies, members shall follow local school guidelines to determine whether the meeting may be cancelled on short notice.  The same applies to unexpected national emergencies that may affect the ability of the group to meet in a public facility. Section 2.  Quorum.  Twenty-five (25) members in good standing shall constitute a quorum for transactions of business at Association meetings.  Except as otherwise provided in these Articles, all actions shall be taken on the basis of the votes of a majority of the members present and voting at an Association meeting. Section 3.  Parliamentary Authority.  The current version of Robert’s Rules of Order (Newly Revised) shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order that the Association may adopt.  Section 4.  Limitations on Debate.  The President may limit debate when necessary to expedite the progress of a meeting, but any member so limited may appeal the President's ruling.  The Parliamentarian shall be available to verify the rules of procedure in such cases. ARTICLE IX – FINANCE AND BUDGET Section 1.  Self-Sustaining.  The Association shall be self-sustaining and shall operate in a fiscally responsible manner. Section 2.  Fiscal Year.  The fiscal year of the Association shall be from January 1 through December 31. Section 3.  Annual Dues.  Payment of annual dues is for the fiscal year.  Annual dues may be paid at any time and are nonrefundable. Section 4.  Budget.  The Treasurer shall present at the January Meeting of the Association the budget, as approved by the Board, for the upcoming fiscal year.  The budget shall separately identify all items requiring an expenditure of more than $100 and include an estimate of revenues.  The budget shall be approved (or amended and approved) by a majority of the members in attendance at the Annual Meeting.  The budget may be amended at any regular or special meeting of the Association by a majority of the members in attendance at such meeting. Section 5.  Expenditure Authority.  The approved budget is the authorization for any expenditures.  Subject to the approval of the Board, the President shall have the authority to authorize any expenditures, up to $250, on behalf of the Association.  Any expenditure, over $250, which is not included in the approved budget, must be authorized by the membership. Section 6.  Disbursements.  All checks, drafts, or disbursements of the Association shall require the signature of the Treasurer or President for amounts up to $250.  All checks, drafts or disbursements in excess of $250 shall require the signature of any two of the following officers:  the President; the First Vice President; the Second Vice President; or the Treasurer. ARTICLE X – INDEMNIFICATION AND INSURANCE Section 1.  Indemnification.  To the fullest extent permissible by the provisions of the Virginia Act, the Association shall indemnify each of its officers and directors against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by such person by reason of such person’s having been made or having been threatened to be made a party to a proceeding, as a result of their holding or having held such position and performing services in that position.  The Association shall advance the expenses reasonably expected to be incurred by such persons in defending against any such proceeding upon receipt of a written undertaking by such person of the obligation to repay such advances if he or she is found to have been culpable to a degree which precludes his or her being reimbursed under the provisions of the Virginia Act. Section 2.  Insurance.  The Association may purchase and maintain insurance on behalf of any director or officer of the Association against any liability asserted against or incurred by the director, officer, or employee in such capacity or arising out of the director’s or officer’s status as such, whether or not the Association would have the power to indemnify the director or officer against such liability under the provisions of Virginia law. ARTICLE XI – AMENDMENTS Section 1.  General Procedures for Amendments.  These Bylaws may be amended by a two-thirds vote of Association members in attendance at a meeting at which the quorum requirements enumerated in Article VIII, Section 2 are satisfied.  Proposed amendments must be submitted by the Board or by at least 10 members in good standing to the Secretary at least 30 days prior to the next meeting.  They must also appear in the BSVCA Newsletter at least two weeks prior to a scheduled meeting.  Proposed amendments not received within the prescribed time limits will be held over for the following meeting. Section 2.  Amendment by Unanimous Vote.  These Bylaws also may be amended by unanimous vote at any Association meeting at which the quorum requirements enumerated in Article VIII, Section 2 are satisfied. ARTICLE XII – SPECIAL ASSESSMENTS The membership may be called upon to pay special assessments, not to exceed an amount set by the Executive Board, when authorized at an Association meeting, provided the meeting is called upon not less than one week's notice in writing and the notice explicitly states the purpose and amount of the assessment proposed.  A quorum of the members being present at the regular meeting of the Brookville-Seminary Valley Civic Association, the Bylaws of the Association were adopted by a unanimous vote on this 17th day of October, 2005.