Articles of Association
Preamble, Purpose
To further the health, safety, and welfare of the residents of the Westgrove area, Fairfax County, Virginia through, among other means, the protection and improvement of school, police, fire, sanitation and water systems to promote other civic improvements by all lawful acts necessary and desirable.
ARTICLE I: Name
We, the undersigned property owners and lawful residents, do hereby voluntarily associate ourselves as an Association to be known as: The Westgrove Citizens Association
ARTICLE II: Membership
Membership in this Association shall be open to all owners and tenants, 21 years of age or older, of improved real estate in the Westgrove Area, Fairfax County, Virginia, as defined by the following boundaries:
On the East by George Washington Parkway;
On the West by Fort Hunt Road;
On the South by the Westgrove Boulevard; and
On the North by Wake Forest Drive. (To include owners and tenants of real estate on both sides of Westgrove Boulevard and Wake Forest Drive).
Each member of the Association, upon payment of dues as prescribed in the By-laws, shall be in good standing and shall be entitled to vote at all meetings of the Association when present in person. No members shall be entitled to more than one vote. No household shall have more than two votes.
ARTICLE III: Officers
The officers of this Association shall include a President, First Vice-President, Second Vice-President, Secretary and Treasurer, whose duties shall be those generally pertaining to the respective offices and as defined in the By-Laws. The officers shall be elected annually at the annual meeting of the membership. Term of office shall be for one year following the election. In the event the office of President shall become vacant, the First Vice President shall become President for the remainder of the term. In the event that any other office shall become vacant, the President shall, upon majority vote of the Board of Directors, appoint an individual to fill such vacancy for the unexpired term of the vacating officer.
ARTICLE IV: Board of Directors
The affairs of this Association shall be managed by a Board of Directors which shall consist of the officers of the Association, and four (4) other members elected for a term of one year and the out-going President. The Board of Directors shall meet at least once prior to the annual meeting of the Association and at other times when requested by the President, except that the Board of Directors by a majority vote may dispense with any meeting. A majority of the Board of Directors shall constitute a quorum. Election of the non-officer directors shall be held at the same time and at the same meeting scheduled for the election of officers. The President or President pro-term shall preside at all meetings of the Board of Directors. All action shall be reported at the next annual meeting.
ARTICLE V: Elections
At a Spring Board meeting, the President shall appoint a nominating committee of at least three (3) members of the Association to make nominations for the election of officers and directors for the following fiscal year. The nominating committee shall nominate not more than two (2) candidates for each office, and no nomination may be made unless prior thereto the consent of the nominee is obtained. A report of the nominating committee shall be presented, and the election of officers and directors shall be held, at the annual meeting. Additional nominations may be made from the floor at the election meeting with the consent of the nominee and a second. Election to each office shall be by majority vote of the members in good standing in attendance at the annual meeting. In case of a tie vote, additional voting shall be ordered until the tie is broken. All elected officers and directors shall assume the responsibilities of office following their election.
ARTICLE VI: Meetings
The Association shall hold its annual meeting in October. The date, hour and place of the meeting shall be determined by the Board of Directors and shall be noted on an announcement mailed, or otherwise delivered, by the Secretary to each member of the Association not less than seven (7) days before such meeting. Twenty members in good standing shall constitute a quorum.
A special meeting of the Association may be called by the President or a majority of the Board of Directors, or shall be called by the President upon written request of twenty (20) members. An announcement in writing of the time and place of any special meeting shall be mailed or otherwise delivered to members of the Association not less than seven (7) days prior to such meeting.
ARTICLE VII: Committees
The President shall, with the approval of the Board of Directors, establish an Audit Committee which shall consist of two (2) members in good standing of the Association other than elected officers or Board members. The duties of the committee shall be to audit the financial records of the Association. All pertinent records and data requested by the committee shall be made available by the Treasurer and all other officers. The committee shall conduct such an audit during the month of June. The audit report shall be submitted to the Association for approval at the annual meeting.
The President shall also, with the approval of the Board of Directors, establish any other committees necessary to carry out the objectives and wishes of the Association.
ARTICLE VIII: Amendments
These Articles of Association may be amended by a vote of two-thirds of the membership in good standing present and voting at a regular or special meeting upon seven (7) days’ notice in writing to each member of the Association setting forth the specific proposals.
Bylaws
ARTICLE 1: Duties of Officers
Section 1. The President: The President shall be the Chief Executive Officer of the Association and ex officio member of all permanent committees. He shall preside at all meetings of the Association and of the Board of Directors at which he is present.
Section 2. The First Vice President: The First Vice President shall perform the duties of the President in his absence or inability to discharge the duties pertaining to the office, and shall perform such other duties as may be required by the President, the Board of Directors or the Association.
Section 3. The Second Vice President: The Second Vice President shall, in the absence of the President and First Vice President, preside at all meetings of the Association and Board of Directors and shall perform such other duties as may be required by the President, the Board of Directors, or the Association.
Section 4. The Secretary: The Secretary shall keep a record of the proceedings of all meetings of the Association and the Board of Directors; give notice of all meetings as required; handle such correspondence and other matters as directed by the President, the Board of Directors, or the Association.
Section 5. The Treasurer: The Treasurer shall be the financial officer of the Association. He shall collect and receive all monies due the Association for dues or otherwise; deposit the same to the credit of the Association in such bank as may be approved by the Board of Directors; make disbursements there from as directed by the President, the Board of Directors, or the Association; and keep the Secretary informed of the payment of dues and membership in the Association. He shall also keep an itemized record of all monies received and paid and for what purposes, and shall submit a report thereon in writing at the annual meeting of the Association and whenever requested to do so by the President, the Board of Directors, or the Association.
Section 6. The Board of Directors: The duties of the Board of Directors shall be to manage the affairs of the Association as authorized within the framework of the Articles of the Association and By-Laws, and to implement the broad policies and major decisions adopted by the membership, except that the President or the Board of Directors shall not commit the membership or the Association to any expenditure of funds or membership in any group, society, or association, without prior consent of a majority of the membership in good standing present and voting at a duly constituted meeting. However, the President or the Board of Directors may during any calendar month, for the purpose of meeting ordinary and necessary business expense of the Association, obligate an amount not to exceed $50.00 of the monies held by the Treasurer without prior consent of the membership.
ARTICLE II: Order of Business
Robert’s Rules of Order shall govern the conduct of all meetings of the Association where such are not in conflict with the Articles of the Association. In general, the business of the meeting shall be handled in the following order:
Call to Order
Reading of Minutes
Report of the Treasurer
Report of Directors
Report of Committees
Unfinished Business
New Business
Elections
Adjournment
ARTICLE III: Dues
Membership dues in this Association shall be twenty-five dollars per year, per household. The Board of Directors may at its discretion propose a dues increase, which shall be effective upon approval of two-thirds of the membership in good standing present and voting at the annual meeting. Annual dues shall be due and payable on July 1 of each year. Not more than two adult members of each household for which the dues are paid shall be recorded as members of the Association. Annual dues will cover the period from July 1 to the following June 30.
ARTICLE IV: Amendments
The Bylaws may be amended by a majority vote of the membership in good standing present and voting at a regular or special meeting of the Association; provided, however, that the Secretary shall give the membership appropriate notice in writing of any proposed amendment at least seven (7) days prior to such meeting.
ARTICLE V: Expenditure of Association Funds
Expenditure of Association funds (other than those outlined in Article 1, Section 6, of the By-Laws), for whatever purpose, may be made only by a majority vote of the membership in good standing present and voting at the Annual or special meeting.