Bylaws of the Barcroft School and Civic Leage

(A Virginia Nonstock Corporation)

As Adopted February 2, 2017

Article I. OFFICES
Article II. MEMBERS
Article III. BOARD OF DIRECTORS
Article IV. OFFICERS
Article V. CONTRACTS. LOANS, CHECKS AND DEPOSITS
Article VI. INDEMNIFICATION
Article VII. AMENDMENT OF BYLAWS

BYLAWS

The Barcroft School and Civic League

(A Virginia Nonstock Corporation)

As Adopted May 2, 1991

ARTICLE I—OFFICES

Section 1—Virginia Office

The registered office of the corporation (sometimes being hereinafter referred to as the "League") in the Commonwealth of Virginia may be, but need not be, identical with the principal office in the Commonwealth of Virginia, and the address of the registered office may be changed from time to time by the Board of Directors..

Section 2—Other Offices

The principal office of the corporation shall be located in the County of Arlington, Commonwealth of Virginia. The corporation may also have such offices at such other places within or without the County of Arlington as the Board of Directors may from time to time determine.

ARTICLE II—MEMBERS

Section 1—Members

The corporation shall have two classes of members: active members and honorary members. Each class of members shall be constituted and shall have such rights as are hereinafter provided.

Section 2—Active Members

Any law abiding resident of the community of Barcroft more than 18 years of age may be elected to the active membership of the League. Each active member of the corporation shall be entitled to vote at all meetings of the corporation.

Section 3—Honorary Members

Upon recommendation of the Board of Directors and the affirmative vote of two-thirds of the active members present and voting at any duly convened meeting of the corporation, the League may elect honorary members. Honorary members shall be entitled to participate in the deliberations of the corporation but shall not be subject to provisions relating to the payment of membership dues or be eligible to vote on matters before the League.

Section 4—Dissolution

Subject to the requirements of law and of the Articles of Incorporation, the active members of the corporation shall have the power at any time by two-thirds vote of all the active members to dissolve the corporation and wind up its affairs. In such case it shall be the duty of the Board of Directors to distribute any property and assets remaining after such dissolution in accordance with the Articles of Incorporation for the advancement of the civic welfare of the people resident in the Barcroft community as herein defined.

Section 5—Membership Not Assignable

Membership in or any other interest in this corporation shall not be assignable by any member; nor shall membership in or any other interest in this corporation pass to any personal representative, heir, legatee or devisee.

Section 6—Termination of Membership

The rights or interests of members of the corporation shall not terminate except upon the occurrence of any of the following events: death, resignation, expulsion, relocation outside the boundaries of the community of Barcroft, dissolution, liquidation of the corporation, or failure to pay membership dues within a given year

Section 7—Resignation

Any member may at any time resign from membership in the corporation by delivering a written resignation to the Recording Secretary, and an acceptance thereof shall not be necessary to make such resignation effective unless so stated in such resignation.

Section 8—Expulsion

Any member of the corporation may be expelled upon a two-thirds majority vote of all the active members of the corporation.

Section 9—Community Boundaries

For purposes of these Bylaws the boundaries of the community of Barcroft shall be deemed to be established by the Map which appears as Appendix A hereto.

Section 10—Membership Dues

A term of membership shall run from January 1 to December 31. Membership dues in the League shall be determined annually by the Board of Directors and announced to the membership at least 60 days prior to the start of the membership year. Membership dues shall be payable to the Treasurer of the corporation at or before the regular January meeting of the League.

Section 11—Annual Meetings of Members

Annual meetings of members shall be held on the first Thursday in May or on such date or dates and at such place or places as shall be fixed from time to time by the Board of Directors of the corporation, for the transaction of such business as may properly come before such meeting.

Section 12—Regular Meetings

The regular meetings of the League shall be held on the first Thursday of each month, September through April, inclusive, at 7:30 p.m. at the Barcroft Community House, located at 800 South Buchanan Street, Arlington, Virginia. At such regular meetings, the presiding officer may follow the following order of business:

Call to order
Reading of the Minutes
Reports of officers
Reading of communications
Report of Delegates to Arlington County Civic Federation
Reports of Committees
Unfinished business
New business
Election of officers
Approval of expenditures
Adjournment

Section 13—Special Meetings of Members

Special meetings of members may be requested by the President and shall be called as directed by the affirmative resolution of a majority of the Board of Directors or upon a written request by ten active members of the League, and shall be held at the Barcroft Community House.

Section 14—Notice of Meetings of Members

Notice of any meeting shall be given by the Board of Directors in advance of the meeting by written notice delivered personally or mailed to each member’s home address, or by electronic mail (e-mail). If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by e-mail, such notice shall be deemed to be delivered if the sender receives no notice of delivery failure. Notice shall also be posted on the League’s home page on the Internet. Any member may waive notice of any meeting. The attendance of a member at any meeting shall constitute a waiver of notice of such meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 15—Quorum at Meetings of Members

At each meeting of members, whether annual or special, the presence of the lesser of 15 active members or 10 percent of the active members shall constitute a quorum for the transaction of business. If there is no quorum at a meeting or any adjournment thereof, then those present may adjourn such meeting sine die, or may adjourn such meeting or adjourned meeting to a stated time and place without notice other than by announcement at the meeting until a quorum is present and thereupon any business may be transacted which might have been transacted at the meeting as originally called had the same been held.

Section 16—Voting at Meetings of Members

Except as otherwise required by law or by these Bylaws, the vote of a majority of the active members present in person or by proxy at any duly constituted meeting of members may decide any question and take any action which may properly come before such meeting. Each active member shall be entitled to one vote. Any active member may authorize another active member to act by proxy in all matters which may come before the League for a vote. However, an active member may vote by proxy for only one other active member. Every proxy shall be signed by the granting member or the member’s attorney-in-fact, and shall be revocable at the pleasure of the member executing it, except as otherwise provided by law. All proxies must be presented at the start of the meeting. Except as otherwise provided by law, no proxy shall be valid following the League meeting or vote for which it is intended.

Section 17—Action by Written Consent

Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the active members may be taken without a meeting, if all the active members consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the members.

ARTICLE III—BOARD OF DIRECTORS

Section 1—Powers of Directors

There shall be a Board of Directors which shall be known as the Directors of the Barcroft School and Civic League, which shall exercise all the powers of a board of directors and such other powers as are given them by law, by the Articles of Incorporation, and by these Bylaws. The Board of Directors shall have the final and exclusive management of all the funds and business of the corporation.

Section 2—Number, Tenure and Qualifications

The Board of Directors shall consist of five directors who are active League members. The President of the League shall serve as one of the directors of the corporation, and shall serve as a director only during his or her term of office. The four remaining directors shall be elected for a term of four years. In the event a member of the Board of Directors is elected President of the League, the unexpired term of that director shall be filled by election.

Section 3—Vacancy

Any vacancy on the Board of Directors may be filled at any time by the members in the same manner as provided for such election in these Bylaws.

Section 4—Removal

Any director may be removed from office by the affirmative vote of two-thirds of all the active members present and voting at the annual meeting of members or at a special meeting of the members duly convened for such purpose, if in the judgment of the members the best interests of the corporation would be served thereby but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a director shall not in itself create contract rights.

Section 5—Resignation

Any director may at any time resign from office by delivering a written resignation to the Recording Secretary, and an acceptance thereof shall not be necessary to make such resignation effective unless so stated in such resignation.

Section 6—Annual Meetings

Annual meetings of the Board of Directors shall be held immediately following the annual meeting of the members, for the purpose of transacting such business as may properly be brought before the meeting.

Section 7—Regular Meetings

Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board.

Section 8—Special Meetings

Special meetings of the Board of Directors may be requested by the President of the League and shall be called by the Recording Secretary on the written request of two directors.

Section 9—Notice of Meetings of the Board of Directors

Notice of any meeting of the Board of Directors shall be given at least 10 days before the meeting, and notice of any special meeting shall be given at least 10 days before the meeting by written notice delivered personally, mailed, or e-mailed to each director’s home address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 10—Voting at Meetings of the Board of Directors

Except as otherwise required by law or by these Bylaws the vote of a majority of all the directors then in office may decide any question and take any action which may properly come before any regular or special meeting of the Board of Directors.

Section 11—Action by Written Consent

Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 12—Participation with Communications Equipment

Unless otherwise restricted by law or by the Articles of Incorporation or these Bylaws, members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or of any committee, by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting.

Section 13—Proxies

Any director may authorize another director to act for that director by proxy in all matters in which such director may participate, including waiving notice of any meeting, constituting a quorum, voting or participating in a meeting, or expressing consent to dissent without a meeting. Every proxy shall be signed by the director or the director's attorney-in-fact, and shall be revocable at the pleasure of the director executing it, except as otherwise provided by law. Except as otherwise provided by law, no proxy shall be valid after the expiration of eleven months from its date.

Section 14—Auditing Committee

The Board of Directors may, by resolution passed by a majority of the Board, designate an Auditing Committee consisting of at least two active members. The Auditing Committee shall report to the active members at each annual meeting of members.

Section 15—Arlington Civic Federation Delegates

So long as the League shall be a constituent body of the Arlington County Civic Federation, there shall each year be appointed in the manner hereinafter provided delegates and alternate delegates who shall represent the League at the meetings of said Federation. These delegates and alternates shall be appointed by the President subject to confirmation by the Board of Directors. Any vacancies which may occur shall be filled in like manner. The names of the delegates and alternates so appointed and confirmed shall be announced at the next regular meeting of the League following such appointment.

Section 16—Other Committees

The President shall, as needed, appoint members in good standing to represent the League on various Arlington County citizen commissions, committees, or working groups, subject to confirmation by the Board of Directors. Any vacancies which may occur shall be filled in like manner. The names of the representatives so appointed and confirmed shall be announced at the next regular meeting of the League following such appointment.

Section 17—Other League Committees

The President shall appoint a Nominating Committee as provided in Article IV, Section 2 hereof, and the members or the directors may appoint such other committees as they may from time to time deem appropriate, and such committees shall have such terms and powers as the members or directors may decide.

ARTICLE IV—Officers

Section 1—Officers

The officers of the corporation shall be active members of the League and shall consist of a President, Vice President, Recording Secretary, Membership Secretary, and Treasurer.

Section 2—Annual Election

The President shall select from the active membership of the corporation three active members who thereupon shall constitute the Nominating Committee. The Nominating Committee shall, at the annual meeting of the corporation, present its nominations for the officers and directors, if any, whose terms will have expired as of the annual meeting of the corporation. The officers of the corporation shall be chosen by the active members at the annual meeting of the corporation from among the nominees selected by the Nominating Committee or proposed from the floor (provided that the consent of the nominee is obtained). In the event no single nominee shall receive a majority of the votes cast in the first ballot, a second ballot shall be cast wherein the membership shall, by majority vote with respect to the two nominees receiving the largest number of votes in the first ballot, fill the position. The officers shall hold office for a term of one year, or until their successors shall have been duly elected and shall have qualified. No officer shall continue in the same office more than two consecutive terms unless decided otherwise by the active membership present at the annual meeting of the League.

Section 3—Vacancy

Any vacancy occurring in any office shall be filled at any time by the active members at a duly convened meeting of the corporation in the same manner as provided for such election or appointment in these Bylaws.

Section 4—Removal

Any officer or agent elected, appointed or approved by the active members or the Board of Directors may be removed from office by a majority vote of the active members whenever in their judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not itself create a contract between the director and the League.

Section 5—President

The President shall be the chief executive officer of the corporation and shall in general supervise and control all of the affairs of the corporation, subject to the control and direction of the Board of Directors. The President shall have the power to execute all documents that the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed, and in general shall perform all duties incident to the office of President and such other duties as the Board of Directors may from time to time prescribe. The President shall preside at all other meetings of the League and shall serve as chairperson of the Board of Directors.

Section 6—Vice President

In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. The Vice President shall have responsibility for planning the programs for the regular meetings of the members of the League, and serve as the League’s liaison with the Arlington County Board.

Section 7—Recording Secretary

The Recording Secretary shall maintain minutes of the meetings of the League and special meetings of the Board of Directors and deliver a copy of same to the President and other officers as necessary. The Recording Secretary shall have the custody of the seal and records of the corporation. In the absence of the Membership Secretary, the Recording Secretary shall perform all duties assigned to that office. The Recording Secretary shall perform other duties as assigned from time to time by the Board of Directors.

Section 8—Membership Secretary

The Membership Secretary is responsible for maintaining alphabetical lists of members and shall have these available at each meeting of the League and Board of Directors. From time to time the Membership Secretary shall perform other duties as assigned by the Board of Directors.

Section 9—Treasurer

The Treasurer shall have custody of the financial assets and financial records of the corporation and shall keep accurate records thereof and of all receipts and disbursements of the corporation in financial books to be kept for that purpose and shall deposit all monies and other valuable effects in the name and to the credit of the corporation with such depositor or depositories as shall be designated by the Board of Directors. The Treasurer shall be charged with the disbursements of the funds of the corporation by check or otherwise and the taking of proper vouchers therefore and shall render to the Board of Directors such reports as it shall prescribe. The Treasurer shall have the power to authorize in writing any one or more of the officers or employees of the corporation to draw checks and to disburse the funds of the corporation under the Treasurer’s supervision. Any disbursements over $500 may only be made with the authorization of the Board of Directors and any disbursements over $1,000 may only be made with the authorization of a two-thirds vote of the membership present and voting at any duly-convened meeting of the active members of the League. If required by the Board of Directors, the Treasurer shall furnish bond, as prescribed by the Board of Directors, for the faithful performance of duties of the office. All books, records and vouchers shall be open to the inspection of any director, officer, or member. The Treasurer shall prepare an annual budget for the League, subject to approval by the membership, and shall, at least once a year, and whenever requested by vote of the Board of Directors, render a full and detailed account of all receipts and expenditures and submit a schedule showing all property and investments of the corporation and the changes, if any, since the last report. The Treasurer shall maintain and file all appropriate records and paperwork as may be appropriate for state and federal tax requirements. The Treasurer shall perform such other duties as may be directed from time to time by the Board of Directors.

ARTICLE V—CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1—Contracts

The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2—Loans

No loan shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors. Such authority may be general or confined to specific instances. Any loan over $1,000 must be approved by a two-thirds vote of the active membership present at the meeting for which such a loan may be discussed.

Section 3—Checks, Drafts, of Other Orders for Payment

All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4—Deposits

All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as the Board of Directors may select.

ARTICLE VI—OTHER PROVISIONS

Section 1—Waiver of Notice

Whenever any notice whatever is required to be given under the provisions of these Bylaws or under the provisions of the articles of incorporation or under the provisions of the Virginia Code a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 2—Fiscal Year

The corporation’s fiscal year shall begin on January 1 and end on December 31 of each year.

Section 3—Seal

The corporate seal shall have inscribed therein the name of the corporation and the words

Corporate Seal
Commonwealth of Virginia

The seal may be used by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.

Section 4—Indemnification

No director or officer of the corporation shall be liable to the corporation or its members for monetary damages for breach of such person’s common law or statutory duties, except for liability for acts or omissions which involve willful misconduct or a knowing violation of the criminal law. Any person (and the heirs, executors, administrators and estates of any such person) who at any time shall serve, or shall have served, as a director or officer of the corporation or of any other enterprise at the request of the corporation, shall be indemnified by the corporation in accordance with and to the fullest extent authorized by the Virginia Non-stock Corporation Law as it may exist from time to time. The corporation shall advance to any such person the expenses (including attorneys’ fees) of obtaining such indemnification or of defending against any action or proceeding against such person. Any person (and the heirs, executors, administrators and estates of any such person) who at any time shall serve, or shall have served, as an employee or an agent of the corporation, or of any other enterprise at the request of the corporation, may be similarly indemnified, and may have expenses similarly advanced, at the discretion of the Board of Directors of the corporation.

ARTICLE VII—AMENDMENT OF BYLAWS

These Bylaws may be amended by a two-thirds majority vote of the active members present at any regular meeting or at any special meeting of the members duly called and held, for that purpose provided that the substance of each amendment to the Bylaws shall be stated in the notice of the meeting at which it is adopted or in a duly completed waiver of notice of such meeting.

These bylaws were last revised when adopted on February 2, 2017.