Foggy Bot­tom Asso­ci­a­tion||By-Laws

Arti­cle I: NAME

The name of this asso­ci­a­tion is “The Foggy Bot­tom Asso­ci­a­tion,” herein referred to as FBA. FBA was ini­tially incor­po­rated in the Dis­trict of Colum­bia on June 19, 1959, as the Foggy Bot­tom Restora­tion Asso­ci­a­tion. The present name was for­mally adopted and rat­i­fied May 13, 1965.

Arti­cle II. PURPOSE

The pur­pose of FBA is to fur­ther the civic, cul­tural, social and eco­nomic wel­fare of the Foggy Bottom/West End com­mu­nity; pre­serve and enhance the res­i­den­tial char­ac­ter of the com­mu­nity; and pro­mote his­toric preser­va­tion in the area.

Arti­cle III. BOUNDARIES

The phys­i­cal area of FBA is pri­mar­ily in north­west Wash­ing­ton, DC and includes the inte­rior of the area bounded by Rock Creek on the west, the Potomac River on the south; an east­ern limit defined by an imag­i­nary line drawn north­ward from the Potomac River to and along 15th Street to Penn­syl­va­nia Avenue to 20th Street, and again north­ward on 20th Street to N Street; and west­ward along N Street to Rock Creek.

Arti­cle IV. FISCAL YEAR

The fis­cal year of FBA will begin Jan­u­ary 1 and end Decem­ber 31.

Arti­cle V. MEMBERSHIP

Sec­tion 5.01. Qual­i­fi­ca­tions. Any indi­vid­ual may become a vot­ing mem­ber of FBA who sub­scribes to its objec­tives, resides in or owns prop­erty in the area described in Arti­cle III of these bylaws, and pays dues.

SECTION 5.02. Appli­ca­tion. Indi­vid­ual mem­ber­ship will be made by com­plet­ing and sub­mit­ting a mem­ber­ship form to the FBA.

Sec­tion 5.03. Other Qual­i­fi­ca­tions. The Board may cre­ate other cat­e­gories of mem­ber­ship, but only indi­vid­ual mem­bers will have the right to vote under Sec­tion 6.06.

Sec­tion 5.04. Dues. Mem­ber­ship dues will be due and payable annu­ally. The amount of dues will be deter­mined by the Board. Dues paid at least 60 days prior to the annual elec­tion will estab­lish mem­ber­ship enti­tle­ment to vote in the annual election.

Sec­tion 5.05. Mem­ber­ship Ros­ter. The Board will main­tain, as fully as pos­si­ble, a cur­rent list of names, addresses (includ­ing apart­ment num­bers), tele­phone num­bers, email addresses, and dues pay­ment dates of the mem­ber­ship. Names will be avail­able forin­spec­tion upon request by any member.

Arti­cle IV. MEETINGS

Sec­tion 6.01. Annual Mem­ber­ship Meet­ing. An annual mem­ber­ship meet­ing will be held once a year, usu­ally in June, at such time and place as spec­i­fied by the Board. Board elec­tions will be held dur­ing the annual mem­ber­ship meet­ing. Sec­tion 6.02. Reg­u­lar Mem­ber­ship Meet­ings. Reg­u­lar meet­ings of the mem­bers will be held monthly except July, August and Decem­ber, or as oth­er­wise pro­vided by the Board.

Sec­tion 6.03. Spe­cial Mem­ber­ship Meet­ings. Spe­cial meet­ings of the mem­bers will be held at the call of the Pres­i­dent, or of any mem­ber of the Board act­ing at the direc­tion of the Board, or of any twenty-five (25) vot­ing members.

Sec­tion 6.04. Orga­ni­za­tion of Meet­ings. Meet­ings of the mem­ber­ship will be chaired by the Pres­i­dent; or in the President’s absence by the Vice Pres­i­dent; or in the absence of both by the first listed of the fol­low­ing that is avail­able: the Sec­re­tary; the Trea­surer; a chair appointed by the Pres­i­dent; a chair cho­sen by vote of the meet­ing. The Sec­re­tary, or in the secretary’s absence, any per­son cho­sen by the per­son pre­sid­ing, will act as Sec­re­tary of the meeting.

Sec­tion 6.05. Quo­rum. A quo­rum at any mem­ber­ship meet­ing will con­sist of 15 vot­ing mem­bers present at a duly-called meeting.

Sec­tion 6.06. Vot­ing. All mem­bers as defined in Sec­tion 5.01 will have one vote each to be cast dur­ing atten­dance at any reg­u­lar or spe­cial meet­ing. The vote of a major­ity of the mem­ber­ship present at a duly-called meet­ing, at which a quo­rum is present, will be the vote of the meeting.

Arti­cle VII. BOARD OF DIRECTORS

Sec­tion 7.01: Pow­ers of the Board. Sub­ject to the lim­i­ta­tions of these bylaws, the prop­erty and affairs of FBA will be man­aged by a Board of direc­tors, here­inafter referred to as the Board.

Sec­tion 7.02. Com­po­si­tion of the Board. The Board will con­sist of nine (9) mem­bers: four (4) offi­cers (Pres­i­dent, Vice Pres­i­dent, Sec­re­tary, Trea­surer); five (5) at-large mem­bers. The Imme­di­ate Past Pres­i­dent will be a non­vot­ing ex offi­cio non­vot­ing Board member.

Sec­tion 7.03. Eli­gi­bil­ity for Board Ser­vice. Only vot­ing mem­bers will be qual­i­fied to hold a Board position.

Sec­tion 7.04. Nom­i­na­tions. In order to be eli­gi­ble as a can­di­date for office, the can­di­date must either have been duly nom­i­nated by the Nom­i­nat­ing Com­mit­tee or by a peti­tion includ­ing the name and address of the can­di­date, the date and the office sought, signed by at least ten (10) Foggy Bot­tom Asso­ci­a­tion vot­ing mem­bers and sub­mit­ted to the Sec­re­tary or the Pres­i­dent at least 30 days prior to the annual mem­ber­ship meeting.

SECTION 7.05. Terms of Office. Terms of office are stag­gered. Terms of office are for three (3) years, with approx­i­mately one-third (⅓) of the direc­tors elected annu­ally. Terms will begin at the close of the annual elec­tion meet­ing. No vot­ing mem­ber will be eli­gi­ble for more than two con­sec­u­tive terms in any posi­tion on the Board except­ing those who were appointed to fill a vacancy.

Sec­tion 7.06. Elec­tion of the Board. Offi­cers and other mem­bers of the Board, except for the ex offi­cio Past Pres­i­dent, must be elected by secret bal­lot of those vot­ing mem­bers present at the annual mem­ber­ship meet­ing, and will serve for the ensu­ing three years or until their suc­ces­sors have been elected and take office. If only one nom­i­nee is nom­i­nated for any posi­tion, the require­ment for a secret bal­lot is waived and the nom­i­nee may be declared elected by accla­ma­tion. No per­son will be elected to more than one posi­tion on the Board.

Sec­tion 7.07. Res­ig­na­tion and Removal. Any Board mem­ber may resign at any time by giv­ing writ­ten notice to the Board of Direc­tors or to the Pres­i­dent or Sec­re­tary. Any Board mem­ber may be removed from office through a vote of the Board or of vot­ing mem­bers, pro­vided that not less than 15 days’ writ­ten notice of the pro­posed action is deliv­ered by hand, mail or email to the per­son pro­posed to be removed.

(A) Removal by Board requires a two-thirds (⅔) vote of the Board after notice is given and a hear­ing is held if it is requested by the per­son pro­posed to be removed.
(B) Removal by Mem­bers requires a two-thirds (⅔) vote of the FBA vot­ing mem­bers present at any duly held reg­u­lar or spe­cial meet­ing of the membership.

Sec­tion 7.08. Vacan­cies on the Board. A vacancy in any office caused for any rea­son can be filled by a major­ity vote of the Board. A mem­ber appointed to fill a vacancy will serve until the next annual elec­tion. The term limit pro­vi­sion of Sec­tion 7.05 does not apply to any period of time for which a per­son fills a vacant Board position.

Sec­tion 7.09. Meet­ings of the Board. The Board will have reg­u­lar meet­ings as may be deter­mined by the Board. Spe­cial meet­ings of the Board will be held at the call of the Pres­i­dent or any three mem­bers of the Board.

Sec­tion 7.10. Notice of Board Meet­ings. Notice need not be given of reg­u­lar or spe­cial Board meet­ings, nor of any meet­ing at which all mem­bers of the Board are present or as to which those not present waive notice in writ­ing, includ­ing email.

Sec­tion 7.11. Quo­rum at Board Meet­ings. A major­ity of the mem­bers of the Board then in office will con­sti­tute a quo­rum at any meet­ing of the Board.

Sec­tion 7.12. Vot­ing at Board Meet­ings. The vote of a major­ity of the mem­bers of the Board present at a duly-called meet­ing at which a quo­rum is present will be the vote of the Board.

Arti­cle VIII: DUTIES OF BOARD OFFICERS

Sec­tion 8.01. Offi­cers. The offi­cers of FBA will be a Pres­i­dent, Vice Pres­i­dent, Sec­re­tary, and Treasurer.

Section8.02. Pres­i­dent. The Pres­i­dent will have gen­eral charge of the affairs of FBA, sub­ject to the direc­tion of the Board and, when present, will pre­side at all meet­ings of the mem­bers and of the Board. The Pres­i­dent will have gen­eral and active man­age­ment of the busi­ness of FBA, and will see that all orders and res­o­lu­tions of the Board and of the mem­ber­ship of FBA are car­ried into effect.

Sec­tion 8.03. Vice Pres­i­dent. The Vice Pres­i­dent will have such pow­ers and duties as will be assigned by the Pres­i­dent or by the Board; and will exer­cise the pow­ers of the Pres­i­dent dur­ing the President’s absence or inabil­ity to act.

Sec­tion 8.04. Sec­re­tary. The Sec­re­tary will record and main­tain min­utes of the annual elec­tion and of Board meet­ings, assist with cor­re­spon­dence, main­tain the non-financial and non-membership files of FBA, main­tain a ros­ter of Board mem­bers and their terms, issue notices of meet­ings required by these bylaws, and set the monthly Board meet­ing agenda. When­ever required by the Board, the Sec­re­tary will dis­trib­ute the minutes.

Sec­tion 8.05. Trea­surer. The Trea­surer will receive all monies payable to FBA, will attend to all dis­burse­ments and deposits, and will have charge of the funds of FBA sub­ject to the direc­tion of the Board. The Trea­surer will main­tain appro­pri­ate records of all receipts and dis­burse­ments of FBA. When­ever required by the Board, the Trea­surer will make finan­cial reports and ren­der state­ments of FBA’s accounts.

Arti­cle IX: COMMITTEES

Sec­tion 9.01. Gen­eral. There may be, from time to time, com­mit­tees des­ig­nated by the Board or Pres­i­dent, to pro­mote the wel­fare of FBA. These com­mit­tees will have such respon­si­bil­ity as the Board or Pres­i­dent may assign them. Among these will be the fol­low­ing stand­ing com­mit­tee, whose chair will be a mem­ber of the Board.

(A) Nom­i­nat­ing Com­mit­tee. There will be a nom­i­nat­ing com­mit­tee of not less than three (3) per­sons, the chair­man and mem­bers of which will be des­ig­nated by the Board not later than 60 days prior to the meet­ing when Board elec­tions are to be held. The chair­man and all mem­bers of the nom­i­nat­ing com­mit­tee must be vot­ing mem­bers of FBA at the time of their des­ig­na­tion by the Board. The nom­i­nat­ing com­mit­tee will be respon­si­ble for sub­mit­ting the names of per­sons to be nom­i­nated for elec­tion as offi­cers or mem­bers of the Board of FBA at the annual mem­ber­ship meeting.

Arti­cle X: MISCELLANEOUS PROVISIONS

Sec­tion 10.01. Con­tracts, Nego­tiable Instru­ments. All con­tracts made in the name of FBA will be exe­cuted by the Pres­i­dent and the Sec­re­tary, or such other per­sons as may be specif­i­cally des­ig­nated by the Board. All checks in excess of $3000.00 require writ­ten autho­riza­tion at least two board members.

Sec­tion 10.02. Lim­i­ta­tion of Lia­bil­ity. No mem­ber, Board of direc­tors mem­ber or offi­cer will be per­son­ally liable for the debts, lia­bil­i­ties or oblig­a­tions of FBA.

Sec­tion 10.03. Notice and Waiver of Notice for Mem­ber­ship Meet­ings. The Board will make rea­son­able efforts to pro­vide notice of reg­u­lar and spe­cial mem­ber­ship meet­ings no less than fif­teen (15) days prior to the meet­ing. Notice of spe­cial meet­ings, and meet­ings to vote on amend­ments to bylaws, will state the pur­pose thereof. Rea­son­able efforts include pub­li­ciz­ing notice of meet­ings in advance through pub­licly avail­able com­mu­ni­ca­tions mediums.

Sec­tion 10.04. Rules of Pro­ce­dure. “Roberts Rules of Order” will gov­ern the con­duct of all meet­ings of the mem­bers and of the Board, except as to mat­ters specif­i­cally reg­u­lated in these bylaws.

Sec­tion 10.05. Dis­so­lu­tion. In the event of the dis­so­lu­tion of FBA and after dis­charge of debts and set­tle­ment of its affairs, all funds and prop­er­ties of FBA remain­ing there­after will be con­veyed to non­profit tax-exempt orga­ni­za­tions that will be des­ig­nated by a twothirds (⅔) vote of the vot­ing mem­bers present or vot­ing by proxy at the time dis­so­lu­tion of FBA is approved.

Arti­cle XI: Amendments

These bylaws may be amended at any reg­u­lar or spe­cial meet­ing of the mem­bers, by the vote of the major­ity of the vot­ing mem­bers present, pro­vided that notice of the pro­posed action is announced to the mem­bers through pub­licly avail­able com­mu­ni­ca­tion medi­ums and copies of the pro­posed action is avail­able online or upon request of a mem­ber at least 30 days prior to the reg­u­lar or spe­cial meeting.