FIRST AMENDED BYLAWS OF THE
MOUNT VERNON SQUARE NEIGHBORHOOD ASSOCIATION, INC.
As approved by the membership by unanimous vote on April 20, 2010.
Article I. NAME
The name of this Association shall be the MOUNT VERNON SQUARE NEIGHBORHOOD ASSOCIATION, INC. (MVSNA).
Article II. PURPOSES
Section 1. The Mount Vernon Square Neighborhood Association (“MVSNA� or “the Association�) is organized exclusively for charitable purposes under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. The charitable purposes include promoting the civic interests of residents of the District of Columbia and especially within the boundaries described in Article II. Said interests shall include, but not be limited to, the following:
a. Developing and preserving the historic and architectural character and aesthetic values of within said boundaries;
b. Promoting the general interests of the residents and property-owners within said boundaries;
c. Representing neighborhood interests before the Council of the District of Columbia, Advisory Neighborhood Commissions, and regulatory and administrative boards;
d. Celebrating the diversity of the community within said boundaries;
e. Carrying out charitable and educational activities consistent with other objectives of MVSNA as set forth herein; and
f. Engaging in any lawful activity and taking legal action to protect and advance the purposes and goals of its members, as determined by MVSNA.
Section 2. In addition to these general purposes, the Board of Directors soon after the annual meeting shall adopt by majority vote a broad statement of Association goals for the following year; and no later than the second membership meeting following the annual meeting, the president shall present said statement to the membership for debate, amendments if any, and adoption by majority vote.
Article III. BOUNDARIES
The boundaries of the area encompassed by MVSNA are as follows:
1. The south side of N Street, N.W. to the North;
2. The north side of Massachusetts Avenue between First and Seventh Streets, N.W. to the South;
3. The north side of K Street, N.W., between Seventh and Ninth Streets, N.W. to the South;
4. The west side of First Street, N.W. to the East; and
5. The east side of Ninth Street, N.W. to the West.
Properties on the designated sides of the aforementioned streets are included in the boundaries. Such boundaries include, but are not limited to, the areas commonly known as the Mount Vernon Square Historic District and Mount Vernon Triangle, and such landmarks as the Carnegie Library and the Washington Convention Center.
Article IV. MEMBERSHIP
Section 1. Qualifications for Membership. Membership shall be open to any person, business, organization, corporation or partnership that: (1) subscribes to MVSNA’s charitable purposes as described in Article II; (2) is eligible for membership in MVSNA upon payment of such membership dues as may be established as hereinafter provided; and (3) is:
(a) a person who:
i. Is sixteen years of age or older;
ii. Resides within MVSNA’s boundaries; or
iii. Owns property within MVSNA’s boundaries; or is
(b) a business, organization, corporation, or partnership that:
i. Owns property within MVSNA’s boundaries; or
ii. Operates an establishment within MVSNA’s boundaries; or is
(c) a religious organization located within MVSNA’s boundaries.
Eligibility for membership in MVSNA is open to any person regardless of race, color, religion, national origin, sex, age, martial status, personal appearance, sexual orientation, family responsibilities, matriculation, political affiliation, disability, source of income, or place of residence or business, except as otherwise provided by this Section.
Section 2. Application for Membership. In order to join MVSNA, prospective members must complete an application that includes an affirmation of MVSNA’s charitable purpose, his or her name, address, telephone number, and e-mail address.
Section 3. Voting and Disclosure of Financial Interests. Any such person who shall have paid any required dues for the current calendar year shall be a member of MVSNA. Except as provided herein, every member is entitled to participate in all activities of MVSNA. Every member is entitled to vote and hold office, provided however that in order to vote, the member shall have been a member for 30 days preceding the meeting at which the vote be taken. A member that is a business, organization, corporation, or partnership, or religious organization is entitled to one vote per business, organization, corporation, partnership, or religious organization. When a member speaks on an issue in which he has a financial or business interest, the member shall so declare.
Section 4. Membership Dues. Annual membership dues on a calendar basis may be established from time to time by the Board of Directors and approved by the membership at a regular meeting of MVSNA. MVSNA may establish different membership dues for different categories of membership, including but not limited to individual residents, households, senior citizens/students, property owners, businesses, nonprofit organizations, and religious organizations. A change in dues shall become effective on the first of the month following the next regular meeting.
Section 5. Resignation of Member. The resignation of a member shall be made in writing and addressed to the Board of Directors. A resignation shall not release the member presenting it from any preexisting obligation to MVSNA.
Article V. MEETINGS
Section 1. Control of MVSNA. The control of the affairs of MVSNA shall be vested in the membership in regular or special meetings, except that the President may, with the approval of the Board of Directors, act on behalf of MVSNA when an issue arises that requires immediate response on the part of MVSNA such that the members cannot be consulted at a regular meeting.
Section 2. Annual Meeting. The annual meeting of MVSNA shall be held in February.
Section 3. Regular Meetings. Regular meetings shall be held on the third Tuesday of the Month at a convenient time and place within the boundaries of MVSNA to be designated by the Board of Directors. The time and place of each meeting shall be announced at the preceding meeting and in the MVSNA newsletter. The Board of Directors, in its discretion, may postpone the holding of any monthly meeting.
Section 4. Special Meetings. A special meeting of MVSNA shall be held whenever the President of the Board of Directors determines that the interests of MVSNA so require. The President shall also call a special meeting at the written request of 15 members of MVSNA. Written notice of the time and place and of the business to be transacted shall be communicated to each member at least five days before the meeting. No other business may be transacted at the meeting.
Section 5. Quorum. Except as provided in Article XIV, Section 2, a quorum shall consist of 10 members. No proxies are allowed for any purpose.
Article VI. OFFICERS
Section 1. Officers of MVSNA. The elected officers of MVSNA shall be a president, a first vice president, a second vice president, treasurer, corresponding secretary, and a recording secretary. Officers are elected on a one-year term.
Section 2. Authority in Absence of President. If the president is absent or unable to act, his/her duties shall be performed by the person highest on the following list who is present and able to act:
1. the first vice president;
2. the second vice president;
3. the treasurer;
4. the corresponding secretary; and
5. the recording secretary.
Section 3. President. The president shall be the administrative head of MVSNA and shall exercise general supervision of its officers, business and affairs, and shall perform all the duties incidental to the office and those that are required to be performed by these bylaws and those that are properly delegated by the Board of Directors. The president shall be responsible for the preparation and distribution of MVSNA’s annual report. The President shall, whenever possible, preside at each meeting of MVSNA and of the Board of Directors.
Section 4. First Vice President. The first vice president shall possess all the powers, and shall perform all the duties of the President in the event of the President’s absence or of disability, refusal, or failure to act; and shall perform the other duties that are properly assigned to him or her by the Board of Directors.
Section 5. Second Vice President. The second vice president shall possess all of the powers, and shall perform all the duties of the President, in the event of the absence or disability of the President and the First Vice-President, or the refusal or failure of both to act, and shall perform the other duties that are properly assigned to him or her by the Board of Directors.
Section 6. Treasurer. The treasurer shall be an administrative officer of MVSNA and shall exercise general supervision of its financial affairs. The treasurer shall:
1. serve as custodian of all funds of MVSNA, shall deposit and invest said funds as MVSNA shall require, and shall maintain a proper set of books of account;
2. maintain a checking account in the name of MVSNA, in a bank approved of by the Board of Directors, and shall personally sign all checks or other papers requiring the payment of money;
3. provide a financial report at each regular Board of Directors meeting;
4. make all disbursements by check, under such requirements as shall be determined by the Board of Directors;
5 keep and affix the seal of MVSNA, and shall sign all agreements, documents, instruments, and matters that require the attestation of MVSNA, except as otherwise provided in these By-Laws;
6. shall have charge of and maintain the membership rolls; and
7. shall perform all duties required to be performed by him or her by these bylaws, and the duties that are properly assigned to him or her by the Board of Directors.
Section 7. Corresponding Secretary. The corresponding secretary shall conduct the general correspondence of MVSNA, supervise the drafting and distribution of MVSNA’s newsletter, issue all calls and notices of all meetings of MVSNA and of the Board of Directors, prepare and issue all other notices of MVSNA, and perform such other duties as the membership may prescribe.
Section 8. Recording Secretary. The recording secretary shall:
1. keep the minutes of each meeting of MVSNA and show the members in attendance, the matters before MVSNA, and actions taken;
2. provide the minutes of the previous regular meeting and any subsequent special meetings to the membership at each regular meeting of MVSNA;
3. keep the minutes of each meeting of the Board of Directors and show the members in attendance, the matters before MVSNA, and actions taken;
4. provide the president with a copy of the minutes of each meeting of MVSNA and of the Board of Directors for the permanent files;
5. maintain the official records, files and archives of MVSNA, except the books and records of the Treasurer; and
6. perform such other duties as the membership may prescribe.
Article VII. BOARD OF DIRECTORS
Section 1. Composition. The Board of Directors shall be composed of the officers of MVSNA and five members elected at-large. The president shall be the chairman of the Board, but shall be a nonvoting member except in the case of a tie. The term of office for at-large members of the Board of Directors shall be one year.
Section 2. Meetings. The Board of Directors shall meet, following due notice, at least four times a year upon the call of the President, or upon the submission of a written request to the president by three members of the Board. Five members constitute a quorum of the Board.
Section 3. Functions. The functions of the Board of Directors are as follows:
1. to pass on the president’s appointments for committee chairmanships or directorships;
2. to obligate the funds of MVSNA in accordance with the general purposes of the Association, the annual goals, or an annual budget approved by the Membership.
3. to establish procedures for the maintenance of records and accounts, receipt and expenditure of funds, levying of dues and periodic reporting to the membership;
4. to provide advice and counsel to the officers on matters affecting MVSNA; and
5. to act for and on behalf of MVSNA, in all matters within its jurisdiction and do all things required and permitted by these bylaws to carry out and press forward the objects and interests of the Association.
Section 4. Decisions. Every decision of the Board of Directors shall be by majority vote of those present unless otherwise required by the Bylaws. No proxies are allowed for any purpose.
Section 5. Informal Action by Directors. Any action required by law to be taken at a meeting of the directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.
ARTICLE VIII – ELECTIONS
Section 1. Election for the officers and members at-large of the Board of Directors shall be held each year at the annual meeting of MVSNA. A nominating committee of five members shall be chosen by the Board of Directors at the regular meeting that is two meetings before the annual meeting, and it shall report its nominations for each of the officers and at-large positions on the Board of Directors at the regular meeting immediately preceding the annual meeting. Further nominations for any position may be made from the floor at the meeting immediately preceding the annual meeting. No person shall be nominated for a position of officer or director who will not have been a member of MVSNA for the sixty days immediately preceding the annual meeting at which the election will take place.
Section 2. A written announcement listing the candidates shall be communicated to the entire membership of MVSNA no later than the week prior to the February meeting.
Section 3. The elections for officers and directors shall be conducted as follows:
1. A vote shall be taken by secret ballot for the officers and members-at-large.
2. If no candidate receives a majority of those present and voting for any officer position, a run-off election shall be held between the two leading candidates for each such position.
3. The election of the at-large members of the Board of Directors shall follow the election of all the officers.
4. For the election of the Board of Directors, each member may cast the number of votes as there are at-large positions, but no member may cast more than one vote for a particular nominee. The vote shall be taken by secret ballot; the nominees receiving the most votes shall be elected at-large members of the Board of Directors.
5. If there be but one candidate for any office or vacancy, the president shall declare him/her elected by acclamation.
Section 4. Tellers to count the ballots and certify the election at the election meeting shall be chosen by the nominating committee, or, at the discretion of the nominating committee chair, pursuant to Robert's Rules of Order.
Section 5. When a vacancy occurs in an office of MVSNA, or on the Board of Directors, the president shall cause a notice of the vacancy to be communicated to membership, and a special election shall be held at the next regular meeting following such notice. If the President is advised of the vacancy in sufficient time to do so, he/she shall cause a notice of the vacancy to be inserted in the newsletter. Nominations shall be received from the floor, except that no member shall be nominated who does not consent to serve. Election shall be by majority vote; if no candidate receives a majority, a runoff election shall be held between the two leading candidates. A candidate elected to fill a vacancy in an office of MVSNA, or on the Board of Directors, serves the unexpired portion of the predecessor’s term.
ARTICLE IX – COMMITTEES AND COORDINATORS
Section 1. Executive Committee. There shall be an Executive Committee, composed of the President, the First Vice President, the Second Vice President, the Treasurer, the Corresponding Secretary, and the Recording Secretary. A quorum of the Executive Committee shall consist of the President and any other two members. The Executive Committee may meet on reasonable notice, to be given by the President and which may be given by telephone, email, or in writing, to act on behalf of the full Board upon matters the Committee determines should not wait until a regularly scheduled Board meeting. The Executive Committee may meet in person, by telephone conference call or, in the event of the unanimous consent of all members, by e-mail consent action. All actions taken by the Executive Committee shall be reported to the full Board at the next regularly scheduled Board meeting and shall be incorporated into the minutes of that meeting.
Section 2. Standing Committees. The Association or the Board of Directors may, at any meeting, appoint Standing Committees. Each standing committees shall consist of three or more members of MVSNA. They shall be appointed annually by the President with the approval of the Board of Directors. The duties of each committee shall be specifically defined by the instructions they shall receive from time to time from the Association or the Board of Directors.
Section 3. Special Committees. Special committees may be appointed from time to time by the Association or the President, with approval of the Board of Directors. Duties and period of service of each special committee shall be specifically defined by the Board of Directors. The period of service of each special committee shall terminate at the conclusion of the following annual meeting, unless previously terminated by the Board of Directors.
Section 4. Administration of Standing and Special Committees. One member of each committee shall be appointed chair by the person or persons authorized to appoint the members thereof. Vacancies in membership of any committee may be filled by appointments made in the same manner as provided in the case of original appointments. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which quorum is present shall be the act of the committee. Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the Board of Directors.
Section 5. Coordinators. Coordinators may be appointed from time to time by the Association or the President, with the approval of the Board of Directors. Duties and period of service of each Coordinator shall be specifically defined by the Board of Directors and may include, but are not limited to, coordinating membership recruitment, public safety efforts, regulatory affairs and historic preservation, events, fundraising, or other activities of the Association.
ARTICLE X – ASSOCIATION FUNDS
Section 1. Fiscal Year. The fiscal year of MVSNA shall be the calendar year.
Section 2. Disbursement of Funds. The funds of MVSNA may be disbursed on authorization of the Board of Directors, according to the procedure agreed by the Board and revised from time to time. In absence of a vote by the Board of Directors or approval in the annual budget of MVSNA, the President and Executive Committee may authorize the disbursement of funds of up to $200 and $500, respectively. Instruments of payment shall be signed by the Treasurer or the President, but in extended absence of those persons, the Board may assign this responsibility to another Board member. For any payment greater than $1,000, checks shall require two signatures.
Section 3. Deposits. All funds of MVSNA shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of MVSNA, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of MVSNA, and such authority may be general or confined to specific instances.
Section 5. Preparation of Tax Returns. The Board of Directors may contract with a certified public accountant to perform a compilation of MVSNA’s financial records and accounts and to prepare any necessary tax returns, and perform other functions as provided by the Board of Directors.
Section 6. Gifts. The Board of Directors may accept on behalf of MVSNA any contribution, gift, bequest or devise for the charitable purposes of the Association.
Section 7. Records Open to Members. The correspondence, books of account and records of MVSNA shall be open to the inspection of any member of MVSNA at all reasonable times.
ARTICLE XI – COMPENSATION
MVSNA will not provide cash or any other form of compensation or remuneration to any officer, director, or member. MVSNA’s membership and leadership will consist exclusively of volunteers.
ARTICLE XII – CONDUCT OF THE MEETINGS
Apart from the specific regulations laid out in these Bylaws, the meetings of MVSNA and of the Board of Directors will be governed by Robert's Rules of Order or as otherwise established by the Board Directors.
ARTICLE XIII – REPLACEMENT OF OFFICERS AND DIRECTORS
Section 1. Resignations. Any officer or member at-large may resign by submitting a letter of resignation to the president of MVSNA.
Section 2. Removal. MVSNA may by a three-fourths vote of members present and voting, relieve any officer, member of the Board of Directors or committee chairperson of his or her duties for failure to attend three consecutive meetings of the general membership, or in the case of officers or members of the Board of Directors, meetings of the Board of Directors, or for other due cause, if a motion for such relief of duties is made and seconded at the next regularly scheduled meeting.
ARTICLE XIV – COMMUNICATIONS
When required herein, communications with the membership and any notices required herein may be accomplished via e-mail, website posting, phone, fax, U.S. mail, or other means readily and reasonably available. Members may request a particular type of notification by providing notice to the Corresponding Secretary of his or her preferred notification method.
ARTICLE XV – INDEMNIFICATION AND INSURANCE
Section 1. Indemnification. Unless otherwise prohibited by law, MVSNA shall indemnify any officer or director, any former officer or director, any committee chairperson or co-chairperson, and may, by resolution of the Board of Directors, indemnify any employee or volunteer serving at the request of MVSNA, against any and all expenses and liabilities actually and necessarily incurred by it or imposed on it in connection with any claim, action, suit, or proceeding (whether actual or threatened, civil, criminal, administrative, or investigative, including appeals) to which it may be or is made a party by reason of being or having been such officer, director, committee chairperson or co-chairperson, employee, or volunteer; subject to the limitation, however, that there shall be no indemnification in relation to matters as to which it shall be adjudged in such claim, action, suit, or proceeding to be guilty of a criminal offense or liable to MVSNA for damages arising out of its own gross negligence or intentional or willful misconduct in the performance of a duty to MVSNA.
Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such officer, director, committee chairperson or co-chairperson, volunteer, or employee. MVSNA may advance expenses to, or where appropriate may itself, at its expense, undertake the defense of, any officer, director, committee chairperson or co-chairperson, employee, or volunteer; provided, however, that such officer, director, committee chairperson or co-chairperson, employee, or volunteer shall undertake to repay or to reimburse such expense if it should be ultimately determined that it is not entitled to indemnification under this Article.
The provisions of this Section shall be applicable to claims, actions, suits, or proceedings made or commenced after its adoption, whether arising from acts or omissions to act occurring before or after its adoption.
The indemnification provided by this Article shall not be deemed exclusive of any other rights to which such officer, director, committee chairperson or co-chairperson, employee, or volunteer may be entitled under any statute, Bylaw, agreement, vote of the Board of Directors, or otherwise and shall not restrict the power of MVSNA to make any indemnification permitted by law.
Section 2. Insurance. MVSNA may, but shall not be required to, purchase and maintain insurance on behalf of any person who is or was a officer, director, committee chairperson or co-chairperson, employee, or volunteer serving at the request of MVSNA against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not MVSNA would be obligated to indemnify him or her against liability under the provisions of this Article. Such insurance may, but need not, be for the benefit of all officers, directors, committee chairpersons or co-chairpersons, employees, or volunteers serving at the request of MVSNA.
ARTICLE XVI – EXEMPT ACTIVITIES
Notwithstanding any other provision of these bylaws, no member, officer, director, employee or representative of MVSNA 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)(3) of the Internal Revenue Code of 1954, as amended, or any successor thereto, or any regulations promulgated under or in accordance with 501(c)(3) as they now exist or as they may hereinafter be amended.
ARTICLE XVII –AMENDMENTS
Section 1. Procedure. Any member may propose an amendment to these Bylaws at any regular meeting of MVSNA. If such an amendment is endorsed by at least three other members and twice seconded, then the specific language of the proposed amendment shall be placed in the next monthly edition of MVSNA’s newsletter and shall be voted on at the next regular meeting of MVSNA.
Section 2. Quorum. For an amendment of the Bylaws to be adopted, a specific quorum of Members must be present, namely the attendance of members must be at least 70% of the average attendance of Members of the previous three regular meetings of MVSNA.
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