Bylaws

PROPOSED Dickinson Square West Civic Association Bylaws

DSWCA Bylaws – proposed

These Bylaws constitute the code of rules adopted by the Dickinson Square West Civic Association, formerly Dickinson Narrows Civic Association, which is a Corporation incorporated under the Non-Profit Corporation Law of 1988 of the Commonwealth of Pennsylvania, effective February 28, 2006, as amended on        , 2013, for the regulation and management of its affairs.

Article 1.         Name, Boundaries, Purpose & Mission.

  1. Name.  The amended name of this Non-Profit Corporation is Dickinson Square West Civic Association, hereinafter referred to in these Bylaws as “Association”.
  2. Boundaries. The Association shall geographically constitute the area situated from Washington Avenue (south side) to Mifflin Street (north side) and from 4th Street (west side) to 6th Street (east side) within the southern area of the City of Philadelphia.  Said boundaries may be subject to review and change by the Board, subject to the approval of the Membership, and in accordance with applicable ordinances and regulations of the City of Philadelphia.
  3. Purpose.  The aims and purposes of this Association are as set forth in the Articles of Incorporation.
  4. Mission. The mission of the Association is to improve the quality of life, promote the social, cultural, and economic welfare of the Association’s neighborhood and larger community, to attempt to represent fairly all residents, businesses and institutions in the neighborhood, as well as:

1.   To serve as a civic forum addressing issues of importance and concern of the community;

2.   To foster a safe, prosperous, friendly neighborhood dedicated to improving the quality of life;

3.   To encourage neighborhood unity, civic pride and diversity through positive action;

4.   To encourage neighborhood participation in an advisory role regarding planning, implementation and assessment of community development issues and concerns; and

5.   To serve as a resource for information related to the neighborhood.

Article 2.     Membership.

A.  No person shall be excluded from membership, segregated or excluded from participation on the Board of Directors or any Committee, or otherwise discriminated against within the organization because of race, color, sex, religion, national origin, age, economic status, parenthood, sexual orientation, gender presentation, political affiliation or disability.

B.  Resident Members.  All persons residing within the boundaries of the Association, who are over eighteen (18) years of age, and who complete and submit to the Board of Directors a Membership Form that is accepted by the Board.

C.   Associate Members.   All persons who own property and/or a business within the boundaries of the Association, who are over eighteen (18) years of age, and who complete and submit to the Board a Membership Form that is accepted by the Board.

D.   Membership Forms.

1.  Membership Forms shall be available to anyone on the Association website and at all public meetings of the Association, which Membership Form shall provide the Association with comprehensive and accurate contact information for the person seeking membership.

2.   Said Membership Form shall include, but not be limited to, the person’s full name, address of primary residence, the address of the property or business owned within the boundaries of the Association, telephone number and email address.

3.   Any and all information collected on the Membership Forms are intended solely for the use of the Association and will not in any way whatsoever be sold, traded, or otherwise distributed.

4.   It is the responsibility of the member to keep the Association updated about any change in the member’s   contact information by filling out a new Membership Form. The failure of a person to update the Board about his/her contact information may result in his/her failure to receive notices of meetings, elections, and similar items.

E.   Dues.  Dues, if any, shall be determined by the Board of Directors from time to time and shall be enacted with a vote by the Membership. Dues will be waived automatically upon application to the Treasurer by any person who states that to pay dues would be a hardship. Upon payment of dues, or receipt by the Treasurer of such a request for waiver, an eligible person shall become a Regular or Associate Member.

Article 3.         Board of Directors & Officers.

A.   Directors.

  1. Directors must be a Resident Member.
  2. There shall be up to nine (9) Directors.
  3. Directors shall be elected for a term of two (2) years.
  4. Directors may not seek re-election for more than three (3) consecutive terms.

B.   Officers.

  1. Officers must be a Resident Member.
  2. Officers shall be a minimum of twenty-one (21) years of age.
  3. Officers shall be elected for a term of two (2) years.
  4. Officers may not seek re-election for more than three (3) consecutive terms.
  5. Officers shall also hold the title of Director during his/her term of office.
  6. Each officer shall have served on the Board of Directors immediately preceding their election as an Officer.  If there are not enough eligible candidates from the existing Board of Directors to be an Officer, such seats shall be open to Resident Members in the election.
  7. There shall be the following Officers:
    1. President.  The President shall preside at all meetings of the Board of Directors and shall be a Director. (S)he shall oversee the general active management and direction of the business of the organization and shall oversee that the orders and resolutions of the Board of Directors and the general membership are carried out including, but not limited to the following duties:
      1. Preside over and conduct the business of meetings, as per pre-determined agenda;
      2. Declare the existence of a quorum;
      3. Vote at Board Meetings only in order to break a tie;
      4. Inform the Board about a point of order or practice when necessary or when called upon to do so;
      5. Authenticate by his/her signature, when necessary, all of the acts, orders, and proceedings of the Board; and
      6. Other duties as may be specifically mandated by the Board.

b.   Vice-President.  In case of the absence of the President or her/his inability to act, the Vice-President shall assist with the performance of all the duties and functions of the President as set forth herein.

c.   Secretary.  The Secretary shall ensure the maintenance of all records of the Civic Association, including, but not limited to:

  1. Keep membership and other records, as outlined in Article 5;
  2. Notify the Board and Members of meetings;
  3. Cause to be published any required legal notices;
  4. Keep minutes of all Membership Meetings; and
  5. Prepare the agenda for Membership and Special Meetings.
  6. Treasurer. The Treasurer, in coordination of the Finance Committee, shall be responsible for ensuring the fiscal responsibility of the Civic Association and shall:
    1. Maintain full and accurate account of receipts and disbursements of monies belonging to the Association;
    2. Monitor all banking transactions;
    3. Deposit all monies and other valuable effects on behalf of the Association;
    4. Establish processes for accounts payable functions and accounts receivable functions;
    5. Report monthly to the Board and Membership of the financial condition of the Association and account for all transactions of the Association;
    6. Prepare an annual operating budget, including projection of expenses and revenues, which establish long-term financial goals with strategies to achieve same with the assistance and advice of the Finance Committee;
    7. Coordinate audits;
    8. Prepare and file requisite Federal, Commonwealth, and City tax returns; and
    9. Prepare financial guidelines as needed, ensuring and monitoring compliance.

Article 4.         Election & Removal.  

A.   Elections. The election for the Directors and Officers of the Association shall be held at the Membership Meeting in October of odd-numbered years.

B.   Term of Office.  The terms of office shall commence at the November Reorganization Meeting.

C.   Letter of Intent.

1.   To be a candidate in an election, a Resident Member must submit a signed letter of intent that shall clearly state the position sought and must include the candidate’s name, address of residence, telephone number, email address, verification of residency and signature.

2.   Letters shall be mailed to the Post Office Box on record and postmarked by the September 1 of the election year.

D.   Residency Verification.  With a signed letter of intent, verification of residency shall be submitted that consists of all of the following, which must show the same residence that is also within the boundaries of Dickinson Square West Civic Association:

1.   A copy of a current voter’s registration card, and

2.   A copy of a current driver’s license or non-driver’s state-issued identification, and

3.   A copy of the face page of his/her redacted U.S. tax return from the previous year.

E.   Public Notice. Public notice of each election shall be given a minimum of fourteen (14) days before the election.  Notice shall include the slate of candidates, and shall be given by all of the following:

1.   Publication in the official newspaper of the Association, and

2.   Sent via electronic mail to all Members, and

3.   Posted on the Association webpage.

F.   Voting.

1.   Each Resident and Associate member shall be entitled to one (1) vote. If the associate member is an entity such as a corporation, limited liability corporation or similar business, the entity shall be entitled to one vote.

2.   Votes shall be cast by ballot from among the Resident and Associate members in attendance who have filled out and submitted to the Board a Membership Form prior to the day of the election.

3.   Proxy votes shall not be permitted.

4.   Ballots will be collected by the Election Committee at the October Membership Meeting.

G.   Election Committee.

1.   An Election Committee of three (3) Regular or Associate Members or person(s) not affiliated with the Association shall be elected to conduct the election.

2.   Election Committee candidates will be solicited from Resident or Associate Members Membership Meeting in June of an election year.  The Resident and Associate Members present at said meeting shall elect the Election Committee from among the candidates.

3.   No member of the Election Committee may become a candidate for the Board or be elected to the Board within six (6) months of the election.

4.   The Election Committee shall be charged with the following responsibilities:

a.   Establish procedures for holding the elections in accordance with these Bylaws,

b.   Verify the eligibility of the candidates in accordance with these Bylaws, and

c.   Tally the votes and post the results of the election promptly.

H.   Removal.  A Director shall be removed and/or requested to resign from his or her position on the Board by a two-thirds (2/3) majority vote of the Board at a meeting at which a quorum exists for any of the following reasons:

  1. Missing three (3) consecutive meetings of the Board of Directors and/or of the members without giving advance notice of such absence to the Board, or
  2. Missing five (5) meetings of the Board of Directors and/or of the members within one calendar year, even if excused, or
  3. Violating the Conflict of Interest policy as established in Article 9, or
  4. Exceptionally poor conduct in a manner unbecoming of a board member or has acted in a manner detrimental to the Association, as determined by the Board.

I.    Vacancy.  Any vacancy occurring among the Directors shall be filled by appointment by the President with the consent of the remaining Directors

Article 5.         Membership Meetings.

A.   Membership. Membership Meetings are community meetings and are open to the public.  They shall be held on a monthly basis at a regular day or date, time and location as determined by the Board of Directors.

B.   Reorganization Meeting.  An annual Reorganization Meeting shall take place at the Membership Meeting in November to reexamine procedures and rules, establish committees, designate the official newspaper of the Association, adopt an official Membership Meeting annual calendar, appoint committee chairs, receive reports on the activities of the Association, and determine the direction of the Association.

C.   Special Meeting.  A special meeting, in addition to the regular Membership Meetings, may be called at the discretion of President and a quorum of the Board of Directors.

D.   Meeting Notice. Notice of each Membership, Reorganization and Special meetings, which states the place, day, time and applicable information, shall be provided a minimum of seven (7) calendar days before such any such meeting.  Notice shall include, but not be limited to all of the following:

1.   Publication in the official newspaper of the Association, and

2.   Sent via electronic mail to all Members, and

3.   Posted on the Association webpage.

E.   Quorum.  A majority of the Directors shall constitute a quorum, which shall be required to hold Membership, Reorganization and Special Meetings.  A Director may be permitted to participate in a meeting by telephone or by other means, provided, however, that s/he can hear the proceedings and be heard by the Members in attendance at the meeting; and said participation shall be utilized for the purpose of establishing a quorum of Directors.

F.   Voting on Issues.

1.   All Membership, Reorganization, and Special Meetings of the Association shall be open to the general public, but only Resident and Associate Members shall be entitled to vote or to participate in the business of the meeting.

2.   Board members may present an issue for discussion and action requiring a vote by the members on an agenda of a Membership or Reorganization Meeting.

3.   Members may present an issue for discussion on the agenda, consideration and vote at a Membership, Reorganization or Special Meeting by the following process:

a.   Request.

(1)  Submit a written request, via regular first class or electronic mail, to the Board of Directors a minimum of seven (7) calendar days before the Membership, Reorganization or Special Meeting; or

(2) At a Membership meeting, verbally request the Board of Directors to add an issue to the agenda for the next Membership Meeting. The request shall not exceed five (5) minutes to allow adequate time for the conduct of monthly business.

b.   Motion. A Board member may make a motion and, if seconded by another Board member, said motion shall be discussed and then voted upon by all Members present.

G.   Order.  If the President, or Vice-President in her or his stead, determine it is needed; Membership meetings shall be governed by accepted rules of procedures as determined by the Board of Directors.

 

Article 6.         Board Meetings.

A.   Purpose.  The Board of Directors shall meet regularly at such time and place as the Board may determine.  Said meetings shall be not be open to the public and held with the sole purpose of discussing administrative matters, internal support and issues before the Board.

B.   Quorum.  A majority of the Directors shall constitute a quorum, which shall be required to hold such regular meetings of the Board. A Director may be permitted to participate in a meeting by telephone or by other means, provided, however, that s/he can hear the proceedings and be heard by the Members in attendance at the meeting; and said participation shall be utilized for the purpose of establishing a quorum of Directors.

C.   Voting.  Only Directors may vote at such regular meetings of the Board.  The President shall not vote, except to break a tie decision by the quorum.

 

Article 7.         Committees.

A.   The Board of Directors shall support the establishment of committees, determination of their rules of procedure, and number of members.

B.   Any Regular or Associate member may volunteer for any committee.

C.   Committees shall appoint their own Chairs or Co-Chairs, as well as determine the duties, responsibilities, guidelines and rules of their respective committees subject to the approval of the Board of Directors.

D.   Committee Chairs shall be responsible for the preparation of the Committee agenda or discussion, meeting facilitation, proceedings and presentation at the Membership Meeting.

E.   The Association shall maintain Finance, Zoning and Election Committees.

F.   Additional committees, ad hoc or standing, may be created by Board from time to time as is deemed to be appropriate.

Article 8.         Records.

A.   All Membership, Reorganization and Special Meeting agendas and minutes, copies of all reports and correspondence shall be maintained by the Board of Directors and available for public review.

B.  Annual Report.

1.   The Board of Directors shall present annually to the Members a report on the activities and finances of the Association, verified by the President and Treasurer or the majority of the directors.

2.   The annual report shall be filed with the minutes of the Membership meetings with the Secretary.

C.   Financial Records.  All financial records shall be kept by the Treasurer.  Such records shall include, but not be limited to, contracts, checks, deposit slips, bank statements and tax returns.

D.   Fiscal Year. The fiscal year of the Association shall begin on the first day of July and end on the last day of June.

E.   Deposits.  All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select.

F.   Funds.  The Board of Directors may accept on behalf of the Civic Association any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Association

Article 9.         Conflict of Interest.

When an Officer or Director has a direct or indirect personal interest in a matter, or where a family member of such Officer or Director has such an interest, the Officer or Director shall disclose such interest at the earliest opportunity, but may thereafter not participate in the discussion and may not vote on such matter. At least annually at the reorganization meeting, each Officer and Director shall file with the Secretary a Conflict of Interest Disclosure Form.

A.   Purpose. The purpose of this conflict of interest provisions is to protect the Civic Association’s interest, when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Director of the Civic Association.

B.   Intent. This article is intended to supplement, and not replace, any applicable state laws governing conflicts of interest applicable to nonprofit and charitable corporations.

Article 10.       Limitation on Liability.

A Director shall not be personally liable, as such, for monetary damages for any action taken unless (1) the director has breached or failed to perform the duties of his or her office under Subchapter B of Chapter 57 of the Nonprofit Corporation Law of 1988 or (2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. Notwithstanding the foregoing, the provisions of this Article shall not apply to the responsibility or liability of a Director pursuant to any criminal statute, or the liability of a director for payment of taxes pursuant to federal, state or local law. The intention of this Article is that the limitation on liability be the broadest permissible under applicable law, and any applicable law that provides for broader indemnity than is expressly stated herein is hereby incorporated by reference.

Article 11.       Indemnification.

The Association shall indemnify, defend and hold harmless each of its Directors, Officers, or employees (whether or not then in service as such), his or her estate, executor, administrator or heirs, against all reasonable expenses actually and necessarily incurred by him or her in connection with the defense of any litigation to which the individual may have been a party because he or she is or was a Director, Officer or employee of the  Association or otherwise taking actions on behalf of the Association.  The individual shall have no right to indemnification, however, in relation to matters as to which he or she has been adjudged liable to the Association for gross negligence or willful misconduct in the performance of his or her duties.  The right to indemnification shall also apply to the expenses of suits or other claims which are compromised or settled if the court having jurisdiction of the matter shall approve such settlement or if the Board shall approve such settlement.  The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to act which such Director, Officer, or employee may be entitled.  The Board of Directors may cause the Association to purchase insurance for the benefit of Officers, Directors, and employees, in furtherance of, and to secure, the foregoing indemnification.

Article 12.       Directors as Fiduciaries.

An Officer or Director of the Association shall stand in a fiduciary relation to the Association and shall perform his or her duties in good faith, in a manner s/he reasonably believes to be in the best interests of the Association, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, an Officer or Director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared by or presented by third parties, authorized by the Board to prepare such information, opinions, reports or statements.

Article 13.       Amendment.

The power to amend these Bylaws or to adopt new Bylaws, insofar as allowed by law, is vested in the Membership of the Association.  Said amendment or adoption shall require the ratification by two-thirds (2/3) of the Members present at a Membership, Reorganization or Special meeting.

Article 14.       Dissolution.

The power to dissolve this Association is vested in the Membership. Said dissolution shall require the vote of seventy-five percent (75%) of the Membership or seventy-five percent (75%) of the Resident and Associate Members present at a Membership, Reorganization, or Special meeting, whichever is the lesser number.  Upon the dissolution of the Association, the Board shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the Association exclusively for the purposes of the Association in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational or scientific purposes, as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law).

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Dickinson Square West Civic Association Bylaws (current)

Article 1.  PURPOSE & POWERS
1.01 These By-laws constitute the code of rules adopted by the Dickinson Square West Civic Association (“DSWCA”), a Pennsylvania non profit corporation, for the regulation and management of its affairs.

1.02 The purpose or purposes of the corporation are: to advance the educational, civic, social, commercial, and economic interests and general welfare and prosperity of that part of the City of Philadelphia known as the Dickinson Square West area, that area being situated from Washington Ave (south side), to South 4th Street (west side), to Mifflin Street (north side), to South 6th Street (east side). Distribute educational, civic, social and commercial information of value; to have a part in the consideration and decision of public policy in Municipal, County, State, and National affairs; arrange, promote, conduct, and sponsor social events and affairs for the benefit of the people of the Dickinson Square West community. Its boards and committees are therefore empowered in the accomplishment of its general purpose.  SEE AMENDMENT BELOW

Article 2.  OFFICES
2.01 The principal place of business of this corporation in Pennsylvania will be located at 1503-05 South 5,h Street, Philadelphia, PA, 19147-6506.

2.02 The Articles of Incorporation were effective on the date of February 28, 2006

Article 3.  DEFINITIONS
3.01 General Assembly – the General Assembly shall be composed of all persons living in the Dickinson Square West area and members of the business community (as per the approval of the Board of Directors).

3.02 Directors – There shall be up to nine (9) Directors elected by the General Assembly, four (4) of whom shall be the Officers of this Corporation and all of whom shall heretofore be resident members of the General Assembly.

3.03 Officers – There shall be the following Officers: President, Vice-President, Secretary, and Treasurer, all of whom must be members of the General Assembly, be at least twenty one (21) years of age and have served on the Board of Directors for a minimum of two (2) years immediately preceding their election as an Officer.

3.04 Block Captains – Each block within the Dickinson Square West community shall have one (1) Block Captain and a Co-Block Captain on a voluntary basis, with an individual petition approved respectively by two-thirds of the households (as one qualifying member of DSWCA per household) from their respective blocks and the approval of two-thirds of the Board of Directors.

Article 4.  GENERAL ASSEMBLY
4.01 The General Assembly shall constitute the members of this corporation as defined in Article 3.01.

4.02 Community Meetings of the members may be called by the Board of Directors and/or the President.

4.03 Notice, stating the place, day, hour and purposes of the Community Meetings called shall be publicly announced through local papers, fliers and/or electronic mail.

4.04 Each verified member of the General Assembly, eighteen (18) years of age or older will be entitled to one (1) vote on each matter which the DSWCA Board members will submit to the General Assembly.

4.05 Any verified member of the General Assembly may present an issue or concern for the community as previously presented to the Board of Directors and shall be announced at the General Assembly Community Meeting.

Article 5.  DIRECTORS
5.01 Structure of the Board -The Board of Directors of this corporation shall be structured as defined in paragraph 3.02.

5.02 Up to five (5) non-officer Directors will be elected for a term of two (2) years. Each Director will hold office for the term for which elected and until a successor has been elected and qualifies. DSWCA officers shall also hold the title of Director during their term of office.

5.03 Regular meetings of the Board of Directors will be held monthly with the exception of the months of July, August and December. Notice stating the place, day and hour of regular meetings will be displayed in the DSWCA office posted in print and/or electronic media to be forwarded to all Board members or a quorum of the Directors. Notice stating the place, day and hour of any emergency meeting of the Board of Directors will be delivered to each Director. Such notice need state the business to be transacted or the purpose of such a meeting.

5.04 Special or emergency meetings of the Board of Directors will be held at any place as the Board of Directors designates.

5.05 An emergency meeting of the Board of Directors may be called by the President and/or a quorum of the Board of Directors.

5.06 A majority of the Directors shall constitute a quorum. The act of a majority of the Directors at a meeting in which a quorum of five (5) is present will be an act of the Board of Directors.

5.07 The Directors shall be authorized to approve a proxy for a Director who cannot attend a meeting. The proxy will be used for the purpose of establishing a quorum only.

5.08 When a resolution must be acted on immediately and a quorum is not present at a meeting, or a meeting cannot be convened, an Officer of the Board may conduct a telephone vote of the absent Board members. Any resolution thus passed shall be valid and binding.

5.09

§ 1 A Director shall be removed and/or requested to resign from his or her position on the board, for failure to fulfill the responsibilities of the position or for conviction of charges brought under the city, state and/or federal criminal code. This Board member shall not be eligible for reelection of that position or any other Board position.

§ 2 Any Director who is absent from three (3) consecutive meetings, without an excuse must forfeit his/her Directorship, and shall be notified. This Director cannot run for office for one (1) election cycle after dismissal.

5.10 Any vacancy occurring among the Directors shall be filled by appointment by the President with the approval of the remaining Directors.

Article 6.  OFFICERS
6.01 The Officers of DSWCA shall constitute the Officers of the corporation. Each of the officers of the corporation will be elected for the term of two (2) years by the General Assembly on the third Friday in September commencing with September 2007. The term of the office will begin on the first day of October following elections. Each Officer will remain in office until a successor has been elected and qualifies.

6.02 President – The President shall preside at all meetings of the Board of Directors and shall be a Director. He/she shall oversee the general active management and direction of the business of the organization and shall oversee that the orders and resolutions of the Board of Directors and the General Assembly are carried out. He/she shall execute all legal documents for the corporation and countersign checks, drafts or bills of exchange issued by or on behalf of the corporation in addition to the countersignature of the Treasurer. along with the review and authorization by initial of two (2) non signatory Directors.

6.03 Vice President – In case of the absence of the President or his/her inability to act, the Vice President shall perform all of the duties and functions of the President and shall be a Director. In the event of a vacancy in the office of President, the Vice President shall assume the office of President and carry on and conduct the affairs of the corporation as its official head for the unexpired term of the President.

6.04 Secretary – The Secretary shall give notice of all meetings of the members of the Board, keep full minutes of the meetings of the Board of Directors, whenever able, shall attend all sessions of the Board of Directors, record all votes and proceedings thereof in a file to be kept for that purpose, and keep such other books and perform such other duties as may be described by the President or by the Board of Directors.

6.05 Treasurer – The Treasurer shall keep full and accurate account of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name of and to the credit of the corporation in such depository as may be designated by the Board of Directors. The Treasurer shall render an annual report to the Board of Directors of the financial condition of the corporation and account for all the financial transactions of the corporation at each meeting of the Board. The accounts of the Treasurer shall be audited at least once a year by the Finance Committee. The Treasurer shall have the authority to countersign checks.

Article 7.  COMMITTEES
7.01 The Board of Directors shall have the authority to create and abolish committees and determine their rules of procedure and number of members.

7.02 The following committees shall be mandatory and established within thirty (30) days commencement of each new term of the Board of Directors: Finance Committee and Bylaws Committee.

7.03 The Board of Directors shall establish additional committees as needed.

7.04 The Board of Directors shall determine the duties, responsibilities, guidelines, and rules of all committees.

7.05 All committee chairpersons must submit a brief written report at regular Board of Directors’ meetings when appropriate.

7.06 The President shall appoint committee members and the committee shall select a Chairperson and a Secretary with the approval of the Board of Directors. Any member of the General Assembly may volunteer for any committee per the approval of the Board of Directors. Members of the committees are responsible to their respective Chairpersons and Directors.

Article 8.  RECORDS
8.01 Record keeping shall be the responsibility of the Secretary of the Board of Directors and the secretaries of the committees. Minutes of all committee meetings shall be forwarded to the Secretary of the Board of Directors. Minutes, copies of all reports and correspondence shall be kept on file at the DSWCA office and with the President.

Article 9.  AMENDMENT, MODIFICATION & BYLAWS
9.01 The power to alter, amend or appeal these Bylaws or to adopt new Bylaws insofar as allowed by law is vested in the DSWCA’as ratified by two-thirds of its General Assembly. These Bylaws were ratified on June 26, 2006, in Philadelphia, Pennsylvania.

Article 10.  ELECTION GUIDELINES
10.01 Voter Qualifications - In order to vote in a general election for the Board of Directors of DSWCA a person must be eighteen (18) years of age and be a member of DSWCA as per Article 3.01. At the polling place, voters must present some form of identification to establish their address and if needed, their age before casting their ballot(s).  see amendments below

10.02 Qualifications for holding DSWCA Office

§ 1 Directors – Candidate must be a resident member of DSWCA and at least twenty one (21) years of age.

§ 2 Officers – Candidate must be a resident member of DSWCA, at least twenty one (21) years of age, and must have served as a Director for two (2) years with the exception of the first elected Directors subsequent to the 2007 election.

§ 3 See amendment below

10.03 Election Procedures – DSWCA will hold their election on the third Friday in September at the DSWCA office and other locations throughout the DSWCA area, when available. These locations will be published in multiple local media outlets and/or other appropriate media prior to the election. The election will be conducted from 2:00 PM to 8:00 PM.

§ 1 All candidates must submit a letter stating their intention to be a candidate no later than midnight, the last day of August before the scheduled election.

§ 2 The letter must be submitted to DSWCA Election Committee and must include the candidate’s name, address, telephone number, position being sought, and verification of residency. Types of verification are: driver’s license, utility bill, voter registration, or other State-issued identification.  See amendment below.

§ 3 Each candidate will be allowed to have one poll watcher present inside the polling locations and at the Ballot Counting on Election day.

§ 4 In order to vote, a resident member must be present in the community on Election day.

§ 5 Voting will be by secret paper voting ballot.

§ 6 Ballots will be collected by the Election Board.

§ 7 If a dispute arises at any of the polling locations, the Election Judge (see appendix A) will refer the voter to the voting headquarters 1503-05 South 5th Street or wherever the DSWCA office is located) where an Election Board member will settle the dispute; the voter, if verified eligible to vote, may then do so at the election headquarters.

§ 8 Absentee Ballots will be permitted and obtained based on the Absentee Balloting guidelines used in the general and primary elections for the City of Philadelphia.

§ 9 An Election Board of three (3) people will be appointed by the Election Committee. The Election Board shall not be members of the DSWCA.

§ 10 The Election Board will not hold or be a candidate for office with the DSWCA. The purpose of the Election Board is to count ballots and settle disputes that may arise on Election Day.

10.04 The four (4) elected Officers: President; Vice President, Secretary, and Treasurer will serve subject to the residents of DSWCA for the period of two (2) years from the date of the first day of October. The remaining five (5) Directors will serve for a two (2) year period from the first day of October.

10.05 Election Rules:

§ 1 Candidates will not be allowed to campaign within fifteen (15) feet of any polling location.

§ 2 Distribution of campaign materials or wearing buttons supporting a candidate inside a polling place is prohibited.

§ 3 No candidate shall attempt to influence, discourage, or intimidate another candidate from seeking election to the Board of Directors. This includes any form of communication. Such activity would be perceived as an attempt to manipulate the outcome of the Election.

§ 4 The Election Board will make a final determination on a candidate’s eligibility if section 10.05 §1 or 10.05 §2 is violated.

10.06 Additional Election information – For additional Election information refer to Appendix A.

Article II.  BOARD MEMBER DISCUSSION
11.01 All meetings shall be governed by Robert’s Rules of Order.
11.02 Discussion of items at Board meetings should be limited to five minutes per Board member.
11.03 The President shall not vote except to break a tie decision by a quorum of the Board of Directors.

Appendix A.  Election Information of Dickinson Square West Civic Association By Laws

Election Committee
1. The Election chairperson is elected by the Board of Directors; the Election Committee is appointed by the Election chairperson.

2. No member of the Election Committee may become a candidate for the Board of Directors or be appointed to the Board within six (6) months of the Election.

3. Receives Letters of Intent to run (letters must include name, position sought, residential address, and telephone number). All letters must be post-marked by midnight, August 31 of the election year.

4. Verifies eligibility of candidates and sends letters of acceptance or rejection.

5. Chooses polling locations to be approved by the Election Board.

6. Appoints an Election Judge for each polling location. His/her job is to verify residency of voter, when necessary, have residents sign affidavit, and distribute ballot. Voter will place executed ballot in sealed ballot box. If a dispute arises, the Election Judge refers the voter to the election headquarters where a member of the Election Board will settle the problem.

7. Publishes election information in local media outlets (both print and electronic) two (2) weeks prior to the election. Election information must include candidates, date of election, time, and location.

Election Board
1. Counts ballots and settles disputes that may arise on Election Day.

2. Seals ballot boxes, delivers them along with the affidavits and ballots to the polling locations and picks them up to return to election headquarters after determining the close of the election.

3. Approves all correspondence and notices pertaining to the election and approves the polling locations and Election Judges as selected by the Election Committee.

BY LAWS AMENDMENTS PER COURT
Article 10.01.  Voter Qualifications.  In order to vote in a General Election for the Board of Directors of DSWCA, a person must be eighteen (18) years of age and be a member of DSWCA as per Article 3.01. At the polling place, voters must present both a voter registration card and either a current driver’s license or non-driver’s official identification as proof of residency and, if needed, their age, before casting their ballot.

Article 10.02
§ 3 In order to be eligible to be elected as an Officer of DSWCA, a candidate must submit to the Election Committee, before placing his or her name in nomination, a current criminal background check, a voter’s registration card, a current driver’s license or non- drivers official identification and a copy of the face page of his or her redacted United States tax return for the year of the election, all of which show the same residence within the Dickinson Square West Community. A person who has been convicted of criminal charges shall not be eligible to be a candidate for holding a DSWCA office.

Article 10.03
§ 2 The letter must be submitted to DSWCA Election Committee and must include the candidate’s name, address, telephone number, position being sought, and verification of residency as set forth in 10.02

§ 3. BY LAW AMENDMENTS PER PENNSYLVANIA STATUTE REQUIREMENTS FOR NON PROFIT ORGANIZATIONS

Article 1.02 Purpose. The Corporation’s activities, as authorized in its Articles of Incorporation, are as follows:

(a) The corporation is formed exclusively for charitable, educational and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”) (or the corresponding provision of any future United States Internal Revenue Law), and subject to the limitations set forth in paragraphs (b), (c), (d), and (e) of this Section 1.02, perform all other things and acts and exercise all other powers, rights and privileges which a nonprofit corporation may now or hereafter be organized or authorized to do or to exercise under the Pennsylvania Nonprofit Corporation Law of 1988, as amended from time to time.

(b) The corporation does not contemplate pecuniary gain or profit, incidental or otherwise. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, any Director, officer or other private person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to)’ make payments, contributions and distributions in furtherance of the purposes of the corporation set forth in the foregoing paragraph (a) of this Section 1.02.

(c) 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 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 (i) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Code (or the corresponding provision of any future United States Internal Revenue Law), or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code (or the corresponding provision of any future United States Internal Revenue Law).

(d) Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational or scientific purposes, as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any remaining assets not so disposed of shall be disposed of by a 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. The use of any surplus funds for private inurement to any person in the event of a sale or dissolution of the corporation is prohibited.

(e) Notwithstanding any other provisions of these Articles to the contrary, if the organization is subject to the provisions of Sections 4941 through 4945 of the Code (or the corresponding provision of any future United States Internal Revenue Law), the Directors are prohibited from engaging in any act of self-dealing as defined in Section 4941(d) of the Code, from retaining any excess business holdings as defined in Section 4943(c) of the Code which would subject the corporation to tax under Section 4943 of the Code, from making any investments which would subject the corporation to tax under Section 4944 of the Code, and from making any taxable expenditures as defined in Section 4945(d) of the Code. In addition, the corporation shall make distributions at such time and in such manner as not to subject the corporation to tax under Section 4942 of the Code.