WNCA Bylaws

[Bracketed text] is only for reference purposes.

Article I. Name

Section 1.

The name of the organization will be the Wissahickon Neighbors Civic Association (hereafter called the Association).

Article II. Territory

Section 1.

The territory of representation of the Association will be bounded on the south by Main Street and the Schuylkill River, on the west by Shurs and Walnut Lanes, on the north by Henry Avenue and on the east by Ridge Avenue to the Wissahickon Creek (refer to the Association’s territory map).

Article III. Purpose

Section 1.

The goals of the Association will be the following:

  1. Develop and maintain an informed and productive membership, dedicated to serving in the interests of the residential and business community.
  2. Promote and pursue the general improvement of social and economic conditions in the community.
  3. Promote and support unity, pride and good communication in the community.
  4. Maintain a free, open and democratic Association.
  5. Maintain nonpartisan and nonsectarian policies in all activities of the Association.
Section 2.

The Association will conduct only activities that are permitted (a) by a corporation exempt from Federal Income Tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law); or (b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). 2

Article IV. Membership

Section 1.

The categories of membership in the Association will be the following:

  1. Individual
  2. Business
  3. Associate
  4. Honorary
Section 2.

Individuals who seek Individual or Business membership in the Association will meet the following requirements:

  1. The individual is a resident within the territory of the Association (Ref. Article II, Section 1), and/or has a business or professional address within that territory.
  2. The individual is eighteen (18) years-of-age or older.
  3. The individual abides by the Bylaws
  4. The individual pays annual membership dues.
  5. The individual agrees to actively support the goals of the Association (Ref. Article III, Section 1).
  6. The individual submits an application for membership
  7. The individual provides proof of identity and residence, such as a valid Driver License or current utility bill.
Section 3.

Associate membership in the Association is open to any individual who meets the following requirements:

  1. The individual is a resident within the territory of the Association (Ref. Article II, Section 1).
  2. The individual is less than eighteen (18) years-of-age.
  3. The individual abides by the Bylaws.
  4. The individual pays annual membership dues.
  5. The individual agrees to actively support the goals of the Association.
  6. The individual submits an application for membership
  7. The individual provides proof of identity and residence, such as a valid Driver License.
Section 4.

Honorary membership in the Association is open to any individual, organization or corporation who meets the following requirements:

  1. The individual, organization or corporation wants to support, or has shown support for the activities of the Association, or shows support for those activities.
  2. The individual, organization or corporation actively supports the goals of the Association.
  3. The individual, organization or corporation is accepted for membership by a majority vote of those Members present at a general membership or special meeting.
Section 5.

Individuals who seek membership in the Association who reside within and/or have a business or professional address outside the territory of the Association (Ref. Article II, Section 1) will obtain the approval by majority vote of those Members present at a general membership or special meeting.

Section 6.

Individuals who seek membership in the Association who reside within the territory of the Association and have a business or professional address within that territory (Ref. Article II, Section 1) will seek membership as a Business Member.

Section 7.

Business membership in the Association is reserved for Individuals with a business or professional address within the territory of the Association (Ref. Article II, Section 1).

Section 8.

Individuals may apply to the Association for membership anytime during the calendar year (Ref. Article XIII, Section 1-8).

Section 9.

Only Individual Members in good standing for at least thirty (30) days will be permitted to vote in any deliberation of the Association.

Section 10.

Each Individual Member will be entitled to one (1) vote in any deliberation of the Association.

Section 11.

Associate and Honorary Members will not be permitted to vote in deliberations of the Association.

Article V. Powers of Administration

Section 1.

The Association, acting in any general membership or special meeting properly convened, will have final decision by majority vote over any and all matters of policy and action for the Association, unless specified otherwise by the Bylaws (Ref. Article XII, Section 3).

Section 2.

Administrative power of the Association will be vested in an Executive Board. The Executive Board will act for, and with the advice and consent of, the general membership of the Association. “General membership of the Association” means the aggregate of all Individual, Associate and Honorary Members of the Association.

Article VI. Executive Board

Section 1.

Executive Board

  1. The Executive Board will consist of the Officers of the Association, the Chairpersons of the Standing and temporary Committees (Ref. Article X), and the immediate past-President of the Association.
  2. The Executive Board will take any action deemed necessary for the governance and direction of the Association.
  3. The Executive Board will formulate and adopt rules for the conduct of business and for the management and control of the Association’s funds and property.
  4. Only Officers may vote in deliberations of the Executive Board (Ref. Article X, Section 8).
Section 2.

The Officers of the Association will be the following:

  1. President
  2. Vice President
  3. Secretary
  4. Treasurer
  5. At least Three (3) Trustees
  6. Sergeant-at-Arms
Section 3.

President

  1. The President will guide the activities of the Association according to the Bylaws and the desires of the Executive Board and general membership.
  2. The President will preside at all meetings of both the general membership and the Executive Board.
  3. The President will maintain the Corporate Seal of the Association and other instruments of the Association.
  4. The President and Treasurer will cosign all disbursements from the accounts of the Association.
  5. The President will supervise the activities of the Association and will act in liaison with all organizations to which the Association is affiliated, and will represent the Association in its public affairs.
  6. The President will have the power of appointment to fill vacancies (Ref. Article IX, Section 1-3) with the concurrence of the Executive Board.
  7. The President will be an ex-officio Member of all committees except the Nominating Committee and the Election Panel.
Section 4.

Vice President

  1. The Vice President, in the President’s absence or disability, will assure the continuity of the activities of the Association and The Executive Board by performing the activities designated to the President.
  2. The Vice President will advise the President on matters that may require the attention of the President or the Executive Board.
  3. The Vice President will be Chairperson of the Membership Committee.
Section 5.

Secretary

  1. The Secretary will take the minutes of all meetings of the Association and the Executive Board.
  2. The Secretary will record attendance at all meetings of the Association and the Executive Board.
  3. The Secretary will carry out any correspondence as directed by the President or the Executive Board, will maintain copies of all correspondence, and will report all replies.
  4. The Secretary will be furnished by the Chairperson of the Membership Committee with an accurate list of all Members of the Association.
  5. The Secretary will be the Parliamentarian of the Association.
Section 6.

Treasurer

  1. The Treasurer will receive and disburse the funds of the Association as authorized by the Bylaws, or the acts of the Association or the Executive Board (Ref. Article XIV, Section 1-5).
  2. The Treasurer will maintain all funds of the Association in accounts, in the name of the Association, at regulated and insured financial institutions as approved by the Executive Board.
  3. The Treasurer will deposit all monetary receipts of the Association in the accounts of the Association in a timely manner.
  4. The Treasurer and the President will consign all disbursements from the accounts of the Association (Ref. Article XIV, Section 1-5).
  5. The Treasurer will keep full and accurate accounts of all receipts and disbursements, in books belonging to the Association. All books will be kept annually, according to generally accepted accounting principles.
  6. The Treasurer will give an accurate accounting of the Association’s finances at all meetings of the general membership and the Executive Board.
  7. The Treasurer will, before the February meeting, prepare and present a statement of cash receipts and disbursements of the prior year. This financial statement will be submitted to the Executive Board for review and approval, and kept by the Treasurer as a matter of record.
  8. The Treasurer will prepare all tax and/or information reports required by law and present those documents to the Executive Board.
  9. The Treasurer will keep all books and records available for an audit.
Section 7.

Trustees

  1. The Trustees will help the other Officers of the Association with their duties as deemed appropriate by the President.
  2. The Trustees may be assigned duties by the President as deemed helpful to the Association.
  3. The Trustees may be appointed Chairperson of a Standing or temporary Committee.
Section 8.

Sergeant-at-Arms

  1. The Sergeant-at-Arms will lead the pledge of allegiance and assist in the maintenance of good decorum at all meetings.
  2. The Sergeant-at-Arms may be assigned duties by the President as deemed helpful to the Association.
  3. The Sergeant-at-Arms will maintain sign-in sheets as a record of attendance by Members at general membership and special meetings of the Association

Article VII. Elections

Section 1.

A Nomination Committee, appointed by the Executive Board, will nominate Officers at the October general membership meeting. Nominations may be made from the floor at the meeting.

Section 2.

Nomination of a complete slate of Officers by the Nomination Committee or from the floor will be permitted.

Section 3.

The Chairperson of the Membership Committee will certify the membership status of all nominees.

Section 4.

Only Individual Members in good standing for thirty (30) days prior to the nominations will be permitted to accept nomination for office.

Section 5.

The election of Officers will be held annually at the November general membership meeting.

Section 6.

An Election Panel appointed by the Executive Board, will conduct the elections. The Election Panel will consist of at least two (2) Individual Members, no one of whom will be an Officer.

Section 7.

Voting will take place immediately after “Old Business” on the agenda (Ref. Article XI, Section 6).

Section 8.

The sequence of nomination and election of Officers will be conducted the following:

  1. President
  2. Vice President
  3. Secretary
  4. Treasurer
  5. Trustees
  6. Sergeant-at-Arms
Section 9.
  1. Write-in candidates and absentee ballots will not be permitted.
  2. If there is more than one candidate for an office, voting will be by secret ballot.
Section 10.

No one (1) person will hold more than one (1) elected office.

Section 11.

If only one (1) qualified Individual Member accepts nomination for an office, the Election Panel will declare that candidate elected.

Section 12.

The Election Panel will tally the votes, and the candidate receiving a majority of the votes will be elected.

Section 13.

If there is a tie vote, secret balloting will be conducted until a candidate receives a majority vote.

Section 14.

The incumbent President will announce the results of the balloting.

Section 15.

Nominees for office, at the time of nomination, will have been a Member in good standing for at least one year.

Section 16.

Nominees for the office of President and Vice President of the Association will, at the time of nomination, have been an Officer of the Association in good standing within the last five (5) years.

Article VIII. Terms of Office

Section 1.

The terms of office will be for one (1) calendar year, commencing upon the adjournment of the November general membership meeting.

Section 2.

No person will be elected to the same office for more than five (5) consecutive terms unless either of the following conditions prevails:

  1. No more than one (1) qualified Individual Member accepts nomination for said office, in which case, an incumbent may be nominated for office;
  2. No qualified candidate accepts nomination for said office, in which case an incumbent will be declared elected (Ref. Article VII, Section 12).

Article IX. Vacancies

Section 1.

A temporary vacancy by absence or disability in an office will be filled by a temporary appointment of the President, with the concurrence of the Executive Board, until the Officer can resume her/his duties.

Section 2.

A vacancy by resignation in an office will be filled by an appointment of the President, with the concurrence of the Executive Board.

Section 3.

A vacancy in the office of President will be filled by the Vice President.

Article X. Committees

Section 1.

The Standing Committees of the Association will be the following:

  1. Wissahickon Neighbors Park Committee
  2. Membership and Fund-Raising Committee
  3. Development Planning and Zoning Committee
  4. Traffic and Parking Committee
  5. Tree Tenders Committee
Section 2.

Temporary Committees will be formed by the President as deemed appropriate to help in the work of the Association.

Section 3.

The Committee Chairpersons will be appointed by the President at the beginning of each year with the concurrence of the Executive Board.

Section 4.

The President and the Committee Chairpersons will recruit Committee members as deemed appropriate to help with the work of the Committees.

Section 5.

The Committee Chairpersons will report to the Executive Board all matters within the purview of their Committees that need the attention of the Association.

Section 6.

The Committee Chairpersons will formulate a course of action for their Committees for review and approval by the Executive Board.

Section 7.

The Committee Chairpersons will report on all activities taken by their Committees to the Executive Board and the general membership.

Section 8.

The Committee Chairpersons will participate in meetings of the Executive Board, but may not vote in the deliberations of the Executive Board.

Section 9.

All Committee members, Chairpersons, Officers and Members of the Association must report to the Executive Board all business conducted by them in the name of, or on behalf of, the Association. The expressed desire of the Association will not be contravened by the statements or actions of any Member of the Association while conducting such business.

Section 10.

The Wissahickon Neighbors Park Committee will develop and carry out community oversight of the activities and facilities at the Wissahickon Neighbors Park.

3

The Committee will maintain close communication with the Philadelphia Department of Recreation and other public and private groups with an interest in the Park; and will organize community participation in the life of the Park.

Section 11.

The Membership and Fund-Raising Committee will develop and carry out policies to maintain and expand the general membership and financial resources of the Association. The Vice President of the Association will be Chairperson of the Committee. The Committee will turn over to the Treasurer all dues received; will maintain an accurate record of the membership of the Association, and will make such information available to those Members needing such information for activities of the Association. The Committee Chairperson will determine the eligibility of Members to vote in the deliberations of the Association, as well as the eligibility of Members to participate in nominations and elections (Ref. Article VII, Section 3).

Section 12.

The Development Planning and Zoning Committee will develop and carry out policies of the Association for development activities and zoning within the territory of the Association.

Section 13.

The Traffic and Parking Committee will develop and carry out policies that contribute to the betterment of traffic and parking conditions within the territory of the Association.

Section 14.

The Tree Tenders Committee will develop and carry out policies that contribute to the increase of community greenspace within the territory of the Association. The Committee will be called “Wissahickon Tree Tenders.”

Article XI. Meetings

Section 1.

The Association will schedule not less than ten (10) general membership meetings annually. The Executive Board will schedule the general membership meetings with the concurrence of the membership.

Section 2.

When consistent with the provisions of the Bylaws, Robert’s Rules of Order will govern all proceedings of the Association. The Secretary will be the Parliamentarian of the Association (Ref. Article VI, Section 5, E.).

Section 3.

Special meetings of the Association may be called by the President, the Executive Board or upon the written request to the Executive Board of ten (10) Individual Members.

Section 4.

Seven (7) Individual Members, including at least two (2) Officers, will constitute a quorum at general membership and special meetings of the Association.

Section 5.

In the absence of the President or Vice President from any meetings of the general membership or the Executive Board, the meetings will be chaired by the Secretary. In the absence of the President, Vice President and Secretary, the meetings will be chaired by the Treasurer.

Section 6.

The agenda at general membership meetings will be the following:

  1. Call to order and determination of a quorum
  2. Moment of silence for recently departed Members (when appropriate)
  3. Pledge of allegiance
  4. Reading and approval of previous meeting’s minutes
  5. Financial report
  6. Committee reports
  7. Old business
  8. New business
  9. Adjournment
Section 7.

The Executive Board will schedule not less than twelve (12) meetings of the Executive Board annually.

Section 8.

A majority of the total number of Officers will constitute a quorum at all meetings of the Executive Board.

Section 9.

Special meetings of the Executive Board may be called by the President or upon written request of four (4) Members of the Executive Board.

Section 10.

The agenda at special meetings of the Association or the Executive Board will include the following:

  1. Call to order and determination of a quorum
  2. Statement of purpose for which the meeting was called
  3. Deliberations and action on the subject/s for which the meeting was called
Section 11.

A record of attendance by Members at general membership and special meetings of the Association will be determined by sign-in sheets, which will be maintained by the Sergeant-at-Arms.

Article XII. Bylaws

Section 1.

The Bylaws may be revised if the proposed change/s is read into the record at a general membership or special meeting at least one month prior to deliberations and action on the matter.

Section 2.

The membership will be notified of the scheduled deliberation and action on the proposed revision/s. Notification will include the print media within the territory of Association, such as the newsletter of the Association and The Review.

Section 3.

A two-thirds (2/3) vote at a general membership or special meeting of the Association is required to change or amend the Bylaws.

Section 4.

Individual provisions of the Bylaws may be suspended only on a temporary basis and for a specified period of time. A two-thirds (2/3) vote at a general membership or special meeting of the Association is required for such suspensions.

Article XIII. Membership Dues

Section 1.

The rate of annual dues for Individual and Associate Members will be set by the general membership.

Section 2.

Honorary Members will not be assessed dues.

Section 3.

The annual membership period begins on September 1.

Section 4.

Payment of Individual Membership dues will be made by the applicant or by someone from the applicant’s household, by personal check or by cash delivered in person at a general membership or special meeting of the Association.  

Article XIV. Disbursements

Section 1.

Reasonable and ordinary expenditures in the conduct of the business of the Association, as provided in the Bylaws, or unspecified motions of the Association, may be expended by the Treasurer at the direction of the President without further authorization. Such a reasonable and ordinary expenditure is the renewal of the Association’s membership in other civic organizations.

Section 2.

Expenditures appropriate to the business of the Association up to one hundred and fifty dollars ($150.00) may be authorized by the President, provided that those expenditures will be reported to the Association at its next regular meeting.

Section 3.

Expenditures greater than one hundred and fifty dollars ($150.00) but less than five hundred dollars ($500.00) require the prior approval of the Executive Board, provided that those expenditures will be reported to the Association at its next regular meeting.

Section 4.

Expenditures greater than five hundred dollars ($500.00) require the prior approval of the general membership of the Association in meeting.

Section 5.

All votes regarding the expenditure of funds will be qualified as to the extent of available and budgeted funds for the purpose.

Section 6.

No part of the net earnings of the Association will result in the benefit of or be distributable to a Member, Officer, Committee, membership body or other private persons, except that the Association will be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose of the Association (Ref. Article III, Section 1-2).

Article XV. Disbandment

Section 1.

The Association will disband if fewer than as seven (7) Members remain active Members of the Association. “Active membership in the Association” means meeting all requirements of membership (Ref. Article IV, Section 1-11).

Section 2.

In the event of disbandment, all the holdings of the Association will be reduced to cash and donated for a charitable purpose within the territory of the Association, to be agreed upon by the remaining Members.

Article XVI. Expulsion of Members

Section 1.

The procedures outlined in Robert’s Rules of Order, Part III, §69, “Trial of Members of Societies,” will be used to guide the Association in matters related to the expulsion of Members (refer to excerpt from Robert’s Rules of Order, Page on page 15.

Article XVII. Indemnification and Insurance

Section 1.

The Association may indemnify such persons as it may indemnify under Sub-chapter D of Chapter 57 of the Corporation Not-for-Profit Code, subject to the provisions of such Subchapter. The Association may also indemnify any representative against expenses actually and reasonably incurred by such representative in the successful defense of any suit, to the extent required by Section 5743 of the Corporation Not-for-Profit Code.

Section 2.

The Executive Board may purchase and maintain insurance on behalf of any person who is or was a representative of the Association, or is or was serving at the request of the Association as a representative of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such representative and incurred by such representative in any such capacity, or arising out of his or her status as such, whether or not the Association would have the power to indemnify such representative against such liability under the provisions of Subchapter D of Chapter 57 of the Corporation Not-for-profit Code.

Article XVIII. Conflicts of Interest

Section 1.

When a Member or Officer of the Association has a financial interest in a contract or transaction upon which the Executive Board or the general membership of the Association may act or withhold action, the following is the policy of the Association and the Executive Board:

Section 2.

Any material facts as to such financial interest will be disclosed by such Member, Officer, Committee, or membership body entitled to vote on such contract or transaction.

Section 3.

The Member or Officer having such financial interest in any such matter will not vote or use any personal influence in regard to the matter (except that the Member may state a position on the matter and respond to questions about it); however, such Member or Officer may be counted in determining the quorum for the meeting at which the matter is voted upon. The minutes of the meeting will reflect that the disclosure was made and the abstention from voting.

Section 4.

No contract or transaction in which a Member or Officer has a financial interest will be knowingly entered into by the Association unless it has been authorized in good faith by the Executive Board pursuant to Section 5728 of the Corporation Not-for-profit Code.

Section 5.

The Executive Board will adopt a statement of policy for distribution to new Members and Officers explaining the obligations of such individuals under applicable law and this Article.


Last Ratified, March 4, 2002

Notes

Robert’s Rules of Order: The Classical Manual of Parliamentary Procedure, Portland House Publishers, 1996 Edition, Page 201-204.

“Part III. Miscellaneous. §69. Trial of Members of Societies

Every deliberative assembly, having the right to purify its own body, must therefore have the right to investigate the character of its members. It can require any of them to testify in the case, under pain of expulsion if they refuse.

When the charge is against the member’s character, it is usually referred to a committee of investigation or discipline, or to some standing committee, to report upon. Some societies have standing committees. Whose duty it is to report cases for discipline whenever any are known to them.

In either case the committee investigate the matter and report to the society. This report need not go into details, but should contain their recommendations as to what action the society should take, and should usually close with resolutions covering the case, so that there is no need for any one to offer any additional resolutions upon it. The ordinary resolutions, where the member is recommended to be expelled, are (1) to fix the time to which the society shall adjourn; and (2) to instruct the clerk to cite the member to appear before the society at this adjourned meeting to show cause why he should not be expelled, upon the following charges which should then be given.

After charges are preferred against a member, and the assembly has ordered that he be cited to appear for trial. He is theoretically under arrest, and is deprived of all the rights of membership until his case is disposed of. Without his consent no member should be tried at the same meeting at which the charges are preferred, excepting when the charges relate to something done in that meeting. The clerk should send the accused a written notice to appear before the society at the time appointed, and should at the same time furnish him with a copy of the charges. Failure to obey the summons is generally cause enough for summary expulsion.

At the appointed meeting what may be called the trial takes place. Frequently the only evidence required against the member is the report of the committee. After it has been read and any additional evidence offered that the committee may see fit to introduce, the accused should be allowed to make an explanation and introduce witnesses, if he so desires. Either party should be allowed to cross-examine the other’s witnesses and introduce rebutting testimony. When the evidence is all in, the accused should retire from the room, and the society deliberate upon the question, and finally act by a vote upon the question of expulsion, or other punishment proposed. No member should be expelled by less than a two-thirds vote - a quorum voting.

In acting upon the case, it must be borne in mind that there is a vast distinction between the evidence necessary to convict in a civil court and that required to convict in an ordinary society or ecclesiastical body. A notorious pickpocket could not even be arrested, much less convicted by a civil court, simply on the ground of being commonly known as a pickpocket; while such evidence would convict and expel him from an ordinary society.

The moral conviction of the truth of the charge is all that is necessary, in an ecclesiastical or other deliberative body, to find the accused guilty of the charges.

If the trial is liable to be long and troublesome, or of a very deliberate nature, the member is frequently cited to appear before a committee, instead of the society, for trial. In this case the committee report to the society the result of their trial of the case, with resolutions covering the punishment which they recommend the society to adopt. When the committee’s report is read, the accused should be permitted to make his statement of the case, the committee being allowed to reply. The accused then retires from the room, and the society acts upon the resolutions submitted by the committee. The members of the committee should vote upon the case the same as other members.

If the accused wishes counsel at his trial, it is usual to allow it, provided the counsel is a member of the society in good standing. Should the counsel be guilty of improper conduct during the trial, the society can refuse to hear him, and can also punish him."


Footnotes

1 The Association was originally incorporated as Agape House in March 1967. The name of the Association was changed from Agape House to Wissahickon Neighbors Civic Association in December 1987. The Association is a domestic nonprofit corporation in Pennsylvania (Corporation #4628).

2 The Association was recognized by the Internal Revenue Service as a 501(c) (3) tax-exempt organization March 2, 1999.

3 The Wissahickon Neighbors Park is located at the North West corner of Terrace and Hermit Streets. The Park is owned by the City of Philadelphia, and maintained by the City’s Department of Recreation.

4 "The U. S. Constitution [Art. 1. Sec. 5] provides that each house of Congress may, 'with the concurrence of two-thirds, expel a member'."