Bylaws

BYLAWS OF
THE PALISADES COMMUNITY ASSOCIATION, INC.

Revised December 5, 1989
(Article 11 revised, June 1992)
(Article 3 revised, Feb.12, 1997)
(All Articles revised, October 7, 2003)
(All Articles revised, June 2, 2020)

 

ARTICLE 1.   NAME

In accordance with the Certificates of Incorporation, the official name of this association shall be “The Palisades Citizens Association, Incorporated”, doing business as the “Palisades Community Association”, and hereinafter referred to as the Association or PCA.

 

ARTICLE 2.   DEFINITIONS OF THE ASSOCIATION

Definition and Purpose:  The Palisades Community Association is an association of people living or doing business in the Palisades neighborhood of the District of Columbia, as defined below. The PCA is organized to advance the interests and rights of the residents and businesses within the Palisades, as defined below, to sponsor or participate in activities that maintain or improve the quality of life and promote historic preservation within the Palisades, and for these ends, to work with neighboring communities and the entire city when there is a shared concern.

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

Geographic Boundaries: For the purpose of these bylaws, the Palisades neighborhood (or “the Palisades”) is 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 Dalecarli Reservoir grounds at right angles to the District Line and ending at the intersection of Loughboro Road and Dalecarlia Parkway; the middle of Loughboro Road to 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 Palisades or who conducts business within the said neighborhood; 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 of the Palisades.  Business membership is a “voting membership” and is reserved for businesses located within the Palisades.  Associate memberships, which are non-voting, are available to residents outside the Palisades.  A membership becomes effective upon receipt by an Officer of the Association or the PCA Administrator of paymentof 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:  The PCA Board establishes membership dues for all members on an annual basis. Resident members may pay dues at the Individual or Household level (as appropriate) The Board of Directors may also elect to offer other options such as a lifetime membership at the Individual and Household level.  Business members shall pay dues and may be eligible for other sponsorship opportunities at the discretion of the Board of Directors.

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. Voting members are required to provide their name(s), home address and email address (if available) as part of their membership registration. 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 by 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 the roster of current paid members.  Members must be present to vote and no proxies are permitted (except as provided under the
provisions for Absentee Voting in Article 4 of these bylaws).

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.NOTICE: Official notice of Association business shall be given by the President or the person of the President’s choosing, at a minimum, via the Palisades List Serve.

 

ARTICLE 4.   MEETINGS OF THE ASSOCIATION

Regular Meetings:  The regular membership meetings of the Association (also known as the Association’s “Town Halls”) shall be on the first Tuesday of each month, October through June with a break in January, unless otherwise announced by the Board of Directors. The Meeting agenda shall be provided at least five days in advance of the meeting and must include any resolutions or the clear intent of any resolutions to be considered at the Meeting.
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 official 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.

Notice of a Resolution: Members seeking to advance a resolution at a regular Meeting or special Meeting are required to submit the proposed text of the resolution or the clear intent of the resolution to the PCA President at least ten days in advance to be included in the Meeting agenda.

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 15 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.

Absentee Voting: A member may move to activate absentee voting in relation to a resolution presented at a membership meeting regardless of whether it passes or fails. The motion to activate absentee voting will be considered accepted with the support of the presiding officer at the meeting or the support of at least three voting members. Notice of absentee voting will be provided within 48 hours of activation and shall include the text of the proposed resolution, inclusive of amendments approved during the in-person meeting. The mechanics of how absentee voting shall be administered will be determined by the Board of Directors and may be updated from time to time in order to improve the process and expand accessibility of absentee voting.

Order of Business:  1. Association announcements; 2. President’s Report; 3. Treasurer’s Report; 4. Reports of the Officers and Committee Chairs; 5. Unfinished Business; 6. New Business; 7. Special Features; 8. Adjournment.

Minutes: The minutes of each meeting shall be posted on the PCA website within two weeks of each membership meeting and shall be deemed approved unless objection is made at the next membership meeting.

Rules of Order:  In all proceedings of the Association, Robert’s Rules of Order, Revised shall govern, unless otherwise provided by these bylaws. Motions to amend proposed resolutions will be considered in order only if they are germane to the subject of the proposed resolution as determined by the presiding officer. The Association 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 shall 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 these 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 recent substantial Association financial activity 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 report for the prior year and proposed budget for the coming year to be presented at the October membership Meeting.  The Treasurer shall ensure that tax and corporate returns are filed in a timely and accurate manner.

The Board of Directors is authorized to hire an Administrator, or any other paid position, to assist the Board and Officers in carrying out their responsibilities. Officers and Committee chairs may delegate functions under their purview to a paid professional while retaining overall responsibility.

Election of Officers: The officers shall be elected by a majority vote of the general membership at the Annual 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 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, and absentee voting will be considered automatically triggered if more than one candidate is nominated for the same office at the April Meeting. 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, and the Chairs of Standing Committees.

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 meetings. 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, and the Board may elect to enter an executive session if the matter under discussion is confidential in nature.

Quorum:  A quorum for Board meetings shall be seven members, with at least two officers present.

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 time sensitive situations, 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 purposes of the PCA. A Board of Directors member who wishes to run for partisan office must first resign his or her position in the PCA.

 

ARTICLE 7.   COMMITTEES

The Association shall maintain, to the extent practical, the following Standing Committees: 1. Membership; 2. Communications; 3. Budget and Finance; and 4. Nominating.

The Board of Directors may establish additional Standing Committees, Ad-Hoc Committees or other functions as are necessary for the conduct of Association business. For example, committees may be established for the following areas:  History and Records, Business, Bylaws, Public Safety, Education, Recreation, Environment, Aircraft Noise, Zoning, Transportation, Taxation, Municipal Services, and Special Events among others. Only the chairs of designated Standing Committees may be considered voting members of the Board of Directors.

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 and the Palisades List Serve. Moderation of the Palisades List Serve will be the responsibility of the Communications Chair, the President, and additional moderators appointed by the President.

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

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 and may remove Chairs of the Committees, except that the Chair of the Budget and Finance Committee shall be the Treasurer, the Chair of the Nominating Committee shall be the immediate Past President, and the Chair of the Palisades Community Fund Committee shall be nominated by the President and ratified by the Board.

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 9.   PALISADES COMMUNITY FUND

Mission.  The Association shall establish a Palisades Community Fund (PCF) to provide financial support for projects which promote charitable activities, cultural enrichment, community education and service, economic improvement, historic preservation, and environmental enhancement for the residents of the Palisades. The PCF supports organizations proposing new projects, events, or community outreach primarily to benefit the residents of the Palisades. The PCF does not support general operating expenses.

Management.  The PCF shall be managed by a standing committee, the duties of which 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 and approving project grant applications – with grants of $10,000 or more requiring additional Board approvalMonitoring grants to ensure 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.

 

The Palisades Community Fund Committee. This standing Committee shall be composed of up to 14 Association members as follows:

  • Eleven general Committee members as nominated annually by the Chair of this Committee and subject to the approval of the Board at the September meeting
  • The Chair of this Committee
  • The immediate past Chair of this Committee
  • The President of the Association, who serves on the Committee, ex officio.

 

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

 

The PCF may fund eligible and worthy projects sponsored by the PCA where the PCA is the implementing party or where the PCA acts as the fiscal agent for a 3rd party organization or individual(s). Any such PCA applications for PCA funding require prior Board approval.


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 no later than seven days 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 $1,000 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.

The Board of Directors may elect to fundraise for a special purpose on an ad hoc basis. Monies raised will be used exclusively for the purpose articulated and will be managed by the relevant committee chair. Special purpose fund disbursements will be reported on at membership meetings, and any disbursement exceeding $1,000 will require the advance approval of the Board of Directors. Should the purpose of the special fund no longer be relevant and surplus special funds exist, those funds will be considered transferred to the general account of the PCA, subject to General Membership approval.

 

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 in a manner deemed fit by the Board of Directors:  1. Original Constitution of 1929 and Certificate of Incorporation of 1958, 2. Bylaws of 1965, 1970, 1977, 1988, 1989, 1992, 1997, 2003 and all future bylaws; 3. Officers of the Association and Committee Chairs, their dates in office, names, email addresses, 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; and 9. Resolutions adopted.

 

ARTICLE 14. EXEMPT ACTIVITIES

Notwithstanding any other provision of these bylaws, 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.