BYLAWS OF THE PALISADES CITIZENS ASSOCIATION, INC.

Revised December 5, 1989
(Article 11 revised, June 1992)
(Article 3 revised, Feb.12, 1997)
(All Articles revised, October 7, 2003)

ARTICLE 1. NAME
In accordance with the Certificates of Incorporation, the name of this association shall be "The Palisades Citizens Association, Incorporated", hereinafter referred to as the Association or PCA.

ARTICLE 2. DEFINITIONS OF THE ASSOCIATION
Purpose: The Palisades Citizens Association is organized to protect the interests and rights of the residents and businesses within the boundaries of the Association, as defined below, to sponsor or participate in activities that maintain or improve the quality of life and promote historic preservation within the Association boundaries, and for these ends, to work with neighboring communities and the entire city when there is a shared concern.

Policy: The Palisades Citizens Association may take action on local governmental measures and policies in the public interest. The Association is non-partisan and non-sectarian.

Geographic Boundaries: For the purpose of determining membership, the boundaries of the Association are that portion of the District of Columbia which is bounded by the Virginia State Line of the Potomac River; the Maryland-District of Columbia Line; a line through the Dalecarlia Reservoir grounds at right angles to the District Line; to the intersection of Loughboro Road and Dalecarlia Parkway; the middle of Loughboro Road to Foxhall Road, east boundary of Battery Kemble Park to the middle of 49th Street; the middle of 49th Street to the southern boundary of Wesley Heights Park; the southern boundary of Wesley Heights Park to the middle of Foxhall Road; and the middle of Foxhall Road extended to the Virginia State Line of the Potomac River.

ARTICLE 3. MEMBERSHIP
A member of the Association may be any person, 18 years or older, who resides within the boundaries of the Association, as defined above, or who conducts business within the said boundaries; provided that such person has paid the annual membership dues established by the Association.

The membership shall establish policy for the Association, elect officers, establish annual dues, and appropriate funds.

CLASSES OF MEMBERSHIP: There are four classes of membership: Individual, Household, Business, and Associate. Individual and Household memberships are "voting memberships" and are reserved for residents within the boundaries of PCA. Business membership is a "voting membership" and is reserved for businesses with the boundaries of PCA. Associate memberships, which are non-voting, are available to residents outside the boundaries. A membership becomes effective upon receipt by an Officer of the Association or the PCA Administrator of payment, by check or cash, of the annual dues of the Association.

RIGHTS OF MEMBERSHIP: Voting members may hold office in the Association, may attend any meeting of the Association, and may speak and vote on matters presented at general membership meetings. Associate members may attend any meeting of PCA and may speak but they may not vote or hold office. All members receive the PCA Newsletter.

DUES: Resident members may pay dues at the Individual or Household level (as appropriate) or as Sponsors or Patrons. Upon joining, the membership will be assigned an expiration date of either March or September whichever is closer to the initial payment date. Dues are valid for one year from payment. Membership expiration dates are indicated on the Newsletter mailing label. Business members may pay dues at the Business, Parade Contribution, Parade Sponsor or Parade Patron level. Business dues are payable in July. The amount of dues is set by the Board of Directors at the beginning of the PCA fiscal year.

RESIGNATIONS OF MEMBERS: Non-payment of dues constitutes automatic resignation on the part of the member.

VOTING: Each adult member with a paid Individual membership is entitled to vote. A maximum of two adult members of a paid Household membership are entitled to vote. One adult officer of a business is entitled to vote. In order to vote, a person must have been a member for at least one (1) month. Associate members are not entitled to vote. Votes are voice vote or by show of hands. At the President's discretion, ballots may be used. If ballots are used, membership must be verified with roster of current paid members. Members must be present to vote and no proxies are permitted.

A roster of members of the Association shall be available at all the general membership meetings of the Association. Sign-in sheets will be available at all meetings.

ARTICLE 4. MEETINGS OF THE ASSOCIATION
Regular Meetings: The regular meetings of the Association shall be on the first Tuesday of each month, September through June, unless otherwise announced by the Board of Directors.

Special Meetings: The Board of Directors may call special meetings of the Association and shall be required to call such a meeting for a specific purpose upon the written request of 25 members. Seven days notice shall be given for such meetings. The purpose of the meeting shall be stated in the notice. No business other than that specified in the Notice of Special Meeting shall be transacted.

Annual Meeting: The Annual Meeting, at which officers for the upcoming year shall be elected, shall be the general membership meeting in May.

Quorum: A quorum for transaction of business at a general membership meeting of the Association shall consist of 25 members. The act of a majority of the members present at any meeting at which there is a quorum shall be the act of the full membership.

Order of Business: 1. Approval of minutes of the last meeting of the Association ; 2. Report of the Treasurer; 3. Report of the Officers and Committee Chairs; 4. Unfinished Business; 5. New Business; 6. Special Features; 7. Adjournment.

Rules of Order: In all proceedings of the Association, Robert's Rules of Order, Revised shall govern, unless otherwise provided by these Bylaws. The President is encouraged to have a parliamentarian at each general meeting and at the Board of Directors meetings.

ARTICLE 5. OFFICERS
The Association shall have the following officers: President, First Vice-President, Second Vice-President, Secretary, and Treasurer, all of whom shall be elected from the membership of the Association, and who will hold office for one year from the June membership meeting until the following June membership meeting

Upon the resignation of an officer before the conclusion of a term of office, the President shall appoint a replacement.

Duties of Officers: Officers must meet the fiduciary duties of careful and prudent judgment, adherence to organizational purpose and rules, and avoidance of conflicts of interest. To discharge the fiduciary duties, officers must be able to attend meetings as deliberation and participation are integral elements of board service.

The President shall preside at all meetings of the Association and perform such other duties as usually pertain to that office.

The First Vice-President shall perform the duties of the President in the President's absence. The Second Vice-President shall perform the duties of the President in the absence of the President and the First Vice-President.

The Secretary shall be responsible for keeping accurate records of the proceedings of the Association, to include the minutes of the General Membership and Board of Directors meetings and copies of the Articles of Incorporation and the Bylaws of the Association. The Secretary shall also conduct correspondence, as required on behalf of the Association, under the direction of the President.

The Treasurer shall receive all the funds of the Association and be accountable for them to the Association, and shall submit a report on Association finances at each regular meeting. Indebtedness, approved for settlement by action of the Association, shall be paid by the Treasurer from funds on hand. The Treasurer shall prepare a financial statement to be presented at the Annual Meeting. The Treasurer shall be responsible for ensuring that a current roster of membership is maintained. The Treasurer shall ensure that tax returns are filed.

Election of Officers: The officers shall be elected by a majority vote of the general membership at the Annual membership meeting in May. Newly elected officers shall assume office at the first regular meeting thereafter.

Recommendations for officers for the upcoming year shall be reported in writing by the Nominating Committee for distribution at the April meeting of the Association, and shall be incorporated in the notice of the May meeting. Any member may place in nomination the name of a member from the floor at the April or May meeting, provided such nomination is properly seconded. Written ballots shall be used for any office when more than a single candidate is nominated for such office. Separate ballots shall be cast for each officer, and the candidate receiving a plurality of all ballots cast shall be elected.

ARTICLE 6. BOARD OF DIRECTORS
Composition: The Board of Directors shall consist of the elected five (5) officers of the Association, the immediate past President of PCA, the Chairs of other Committees, and, immediately upon their election in May, the new officers of the Association.

Duties: The Board of Directors shall have general supervision of the affairs of the Association, and shall take action on all matters requiring attention between general membership meeting dates. The Secretary shall report its activities at the next regular membership meeting of the Association. Any member of the Association may attend meetings of the board but may not speak or vote.

Quorum: A quorum for Board meetings shall be seven members, a majority of whom shall be officers.

Special Meetings: Special meetings of the Board of Directors may be called by the President or the Acting President and must be called by either of them on the request of a majority of the members of the Board. In emergencies, votes of the Board of Directors may be taken by telephone or electronic mail.

Conflict of Interest: Each member of the Board of Directors is to avoid conflict of interest or the appearance thereof between their political, personal, professional and financial interests and the stated purpose of PCA. A Board of Directors member who wishes to run for partisan office must first resign his or her position in PCA.

ARTICLE 7. COMMITTEES
The Association shall maintain, to the extent practical, the following Administrative Committees: 1. Membership; 2. Communications ; 5. Budget and Finance; and 6. Nominating.

The Board of Directors may establish such other Committees and functions as are necessary for the conduct of Association business. Committees may be established for the following areas: History and Records, Business, Bylaws, Public Safety, Education, Recreation, Environment, Aircraft Noise, Zoning, Traffic, Taxation, Municipal Services, Special Events among others.

The Membership committee monitors the size of the membership, develops recruitment tools, and advises on the membership dues schedule.

The Communications committee issues a newsletter and other publications and maintains the PCA website.

The Budget and Finance committee monitors revenue and expenses and develops the annual budget.

Nominating Committee: The President shall select a Nominating Committee of no less than three, nor more than seven members, including the immediate Past President, who have been members for one year or more. The recommendations of this committee for proposed officers for the coming year shall be reported at the April meeting of the Association, and shall be incorporated in the notice of the May meeting.

The President shall appoint Chairs of the Committees and functions, except that the Chair of the Communications Committee shall be the Editor of the PCA Newsletter the Chair of the Budget and Finance Committee shall be the Treasurer and the Chair of the Nominating Committee shall be the immediate Past President.

The Chairs of the Committees shall select Committee members, subject to the approval of the Board of Directors.

The President shall be an ex-officio member of all Committees except the Nominating Committee, and shall be duly notified of the time and place of all meetings. Committee Chairmen, when representing PCA at external meetings, shall be bound to represent PCA in accordance with the vote of the membership but shall use their discretion in voting on matters on which PCA has not acted.

ARTICLE 8. ADVISORY COUNCIL
PURPOSE: The Advisory Council provides counsel to the President and the Board of Directors. The Council embodies the experience and memory of the Association.

COMPOSITION: The Advisory Council is comprised of the Association's past Presidents.

DUTIES: The Advisory Council may attend Board of Directors meetings and participate in the discussions. However, to emphasize the fiduciary duties of the Board of Directors and to ensure their accountability to the Association membership, the Advisory Board may not vote in Board of Directors meetings.

ARTICLE 9. PALISADES COMMUNITY FUND Mission. The Association may establish a Palisades Community Fund (PCF) to provide financial support for projects which promote charitable activities, cultural enrichment, community education and service, economic improvement and environmental enhancement for the residents of the Palisades.

Management. The PCF shall be managed by a standing committee the duties of which shall include:

§ Providing for the proper management of the PCF, including oversight of any contract entered into on behalf of the Association for the purpose and the management of any monies transferred to the PCF;
§ Reviewing project grant applications and recommending grants to the Board of Directors;
§ Monitoring grants to insure proper and timely use of funds;
§ Identifying additional projects for grants;
§ Reporting to the Board, the Association and in periodic notices of meetings; § Leading the effort to generate contributions to the Fund; and
§ Ensuring to the extent possible that contributions by individuals to the Fund are income tax deductible.

Each project grant recommended by the PCF Committee shall be approved by the Board. Actions taken on all grants shall be presented to the membership at the next general membership meeting The Palisades Community Fund Committee. This standing Committee shall be composed of fourteen Association members, appointed by the President of the Association as follows:

§ Three Board members;
§ Nine members with rotating three-year terms, except that, in initiating this system, three members will serve one-year terms, three other members will serve two-year terms and the three remaining members will serve regular three-year terms;
§ The immediate past chairman of this Committee; and
§ The President of the Association, who serve on the Committee, ex officio.

The president of the Association shall appoint the three Board members upon assuming office in June. A general member whose term has expired may continue serving until his/her replacement is appointed. The president shall appoint a member to fill out any unexpired term.

Five members shall constitute a quorum for PCF business. All grant recommendations must have the approval of seven Committee members. The Committee shall establish its own rules and procedures subject to approval by the Board.

The Committee may select Honorary Advisors from among Palisades residents who have special experience related to Fund activities and who have contributed to the Fund.

ARTICLE 10. FISCAL MATTERS AND APPROPRIATIONS
The fiscal year of the Association shall be from October 1 to September 30. The Budget and Finance Committee shall prepare annually for the Board of Directors a recommendation for an annual budget and an estimate of annual revenues of the Association. The Committee shall monitor expenditures and revenues throughout the fiscal year for the purpose of proposing supplemental budgets and/or revenue raising when such are needed.

The Board of Directors shall, after considering the proposals of the Budget and Finance Committee, present to the members for their approval by majority vote at the October general membership meeting an annual budget and the relation of the proposed budget to estimate annual revenue, provided that details of the proposed annual budget shall be provided to members in a timely manner prior to the date of adoption.

Modifications to an approved budget of the Association and other appropriations shall be made by a majority vote of the membership at a general membership meeting, provided that a timely notice of the proposed changes is given, and provided further that the Board of Directors may vote to expend amounts not to exceed $500 at any one Board meeting, for the purpose of financing unforeseen but necessary administrative costs, or to continue, on a short-term and emergency basis, an activity previously funded in the budget. All such Board appropriations shall be reported to the membership at the next general membership meeting.

ARTICLE 11. DELEGATES TO OTHER ORGANIZATIONS
The President shall appoint delegates to any organizations of citizens associations of which this Association is a member. The delegates shall attend the meetings of such organizations and work therein for the benefit and welfare of the residents of the District of Columbia, and particularly for the residents represented by this Association.

Delegates to other organizations shall be bound to represent PCA in accordance with the vote of the membership but shall use their discretion in voting or speaking on matters on which PCA has not acted.

ARTICLE 12. AMENDMENTS TO THE BYLAWS
Amendments to these Bylaws may be made at any general membership meeting by a two-thirds vote of the members present, provided that notice of the proposed changes has been given at the general membership meeting immediately preceding. Such notice shall be in writing, shall be distributed at the notification meeting, and shall summarize or recite the substance of the proposed amendments.

ARTICLE 13. RECORDS
The following records of the Association shall be maintained: 1. Original Constitution of 1929 and Certificate of Incorporation of 1958, 2. Bylaws of 1965, 1970, 1977, 1988, 1989, 1992, 1997 and all future Bylaws; 3. Officers of the Association and Committee Chairs, their dates in office, names, addresses and telephone numbers; 4. Notices of Meetings; 5. Minutes of Meetings; 6. Year-end Reports by Officers and Committee Chairs; 7. Correspondence; 8. Historical Material - printed, typed, handwritten notes and memoranda; 9. Resolutions adopted.

ARTICLE 14. EXEMPT ACTIVITIES
Notwithstanding any other provision of these By-Laws, no member, Director, Officer, employee or representative of the Association shall take any action or carry on any activity for or on behalf of this Association not permitted to be taken or carried on by an organization exempt under section 501(c)(4) of the Internal Revenue Code.

ARTICLE 15. BYLAWS CONFORMITY
These bylaws shall conform to the Articles of Incorporation dated January 3, 1958.