BSCL Bylaws
BYLAWS
of the
BARCROFT SCHOOL AND CIVIC LEAGUE
(A Virginia Nonstock Corporation)
As Adopted May 2, 1991
TABLE OF CONTENTS
Article I. OFFICES
Section 1. Virginia Offices
Section 2. Other Offices
Article II. MEMBERS
Section 1. Members
Section 2. Active Members
Section 3. Honorary Members
Section 4. Dissolution
Section 5. Membership Not Assignable
Section 6. Termination of Membership
Section 7. Resignation
Section 8. Expulsion
Section 9. Community Boundaries
Section 10. Membership Dues
Section 11. Annual Meetings of Members
Section 12. Regular Meetings
Section 13. Special Meetings of Members
Section 14. Notice of Meetings of Members
Section 15. Quorum at Meetings of Members
Section 16. Voting at Meetings of Members
Section 17. Action by Written Consent
Article III. BOARD OF DIRECTORS
Section 1. Powers of Directors
Section 2. Number, Tenure and Qualifications
Section 3. Vacancy
Section 4. Removal
Section 5. Resignation
Section 6. Annual Meetings
Section 7. Regular Meetings
Section 8. Special Meetings
Section 9. Notice of Meetings of Directors
Section 10. Voting at Meetings of the Board of Directors
Section 11. Action by Written Consent
Section 12. Participation with Communications Equipment.
Section 13. Proxies
Section 14. Nominating Committee
Section 15. Arlington Civic Federation Delegates
Section 16. Other Committees
Article IV. OFFICERS
Section 1. Officers
Section 2. Annual Election
Section 3. Vacancy
Section 4. Removal
Section 5. President
Section 6. Vice Presidents
Section 7. Recording Secretary
Section 8. Corresponding Secretary
Section 9. Treasurer
Article V. CONTRACTS. LOANS, CHECKS AND DEPOSITS
Section 1. Contracts
Section 2. Loans
Section 3. Checks, Drafts, Etc.
Section 4. 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 Offices.
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 City 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.
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 or 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.
Membership dues in the League shall be $3.00 per annum for each active member of the corporation.
Membership dues shall be payable to the Treasurer of the corporation at or before the first regular 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 May, inclusive, in the evening at 7:30 p.m. at the Barcroft Community House,
located at Eighth and Buchanan Streets, South Arlington, Virginia 22204. At such regular
meetings, the presiding officer may follow the following order of business:
1. Call to order
2. Reading of the Minutes
3. Reports of officers
4. Reading of communications
5. Report of Delegates to Arlington County Civic Federation
6. Reports of Committees
7. Unfinished business
8. New business
9. Election of officers
10. Approval of expenditures
11. Adjournment
Section 13. Special Meetings of Members.
Special meetings of members may be requested by the President and shall be called by the
Corresponding Secretary 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 annual meeting of the members 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 or mailed to each member of the corporation
at his or her home address, or by telegram. 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 telegram, such notice shall be deemed to be delivered when the telegram
is delivered to the telegraph company. 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. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the members need be
specified in the notice or waiver of the notice of such meeting.
Section 15. Quorum at Meetings of Members.
At each meeting of members, whether annual or special, the presence of the lesser of 25
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.
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 and 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. The President of the League shall serve as one of the directors of the corporation, and shall serve as a director only during his term of office. The four remaining directors shall be elected for the 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 annual 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 or mailed to each director at his or her home
address, or by telegram. 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 telegram, such notice shall be deemed to be delivered when the telegram is delivered to
the telegraph company. 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. Neither the business
to be transacted at, nor the purpose of, any regular or special meeting of the Board of
Directors need be specified in the notice of waiver of notice of such meeting.
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 appoint the Nominating Committee as provided in Article IV, Section 5
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 consist of a president,
vice-president, recording secretary, corresponding 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
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. He 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
Chairman 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 detailed 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 Corresponding 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. Corresponding Secretary.
The Corresponding Secretary
shall give notice to all members of special meetings of the League and in the absence of the
Recording Secretary, perform all duties assigned to that office. The Corresponding 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 Corresponding 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 $250.00 may only be made with the
authorization of the Board of Directors and any disbursements over $500.00 may only be made
with the authorization of a two-third's 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 or member. The Treasurer 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 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. No loan may be made by the corporation to any of its Directors or officers. Any loan over $100.00
may only be made with the authorization of the Board of Directors and any loan over $500.00 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.
Section 3. Checks, Drafts, etc.
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 fiscal year of the corporation shall 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 Nonstock 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 majority vote of all the active members 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.
The bylaws were last revised when adopted in 1991.
This page was revised on: July 27, 2004.
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