mzca bylaws.htm

Mt. Zephyr Citizens Association Bylaws

1. The name of the organization shall be the Mount Zephyr Citizens Association, Incorporated.

2. The purpose of the MZCA shall be to protect and promote the best interests of the residents of the area, to promote and strive
for the improvement of public facilities and services, to promote a better community and civic spirit, to foster good will and friendship between the residents, work with the county, state and federal officials and with other civic associations for the general welfare of the community and do any and all other things necessary and desirable consistent with these purposes.

2.1 The Association shall not impose or otherwise enact rules, regulations or restrictions upon the legal use of private property or take any other action outside the scope of the primary purposes of the Association. It shall be within the purposes of the Association to respect the use of private property as granted by law and in no way construe the purposes of the Association to interpret or otherwise attempt to impose any restriction or rule or regulation as if there were covenants running with the land.

3. Membership Area: Eligibility for membership in MZCA shall go to those residents and owners of property, both residential and business, in any location designated by the Fairfax County Department of Taxation, 2005 roster, located in the subdivision known as Mount Zephyr Subdivision including all sections one (1) through three (3).

4. These bylaws become effective upon adoption and shall replace the 1989 revision. These bylaws and the Articles of Incorporation replace any previous bylaws and constitution.

5. Robert's rules of Order, latest addition, shall govern procedures in MZCA. Proxy or absentee voting shall not be allowed.

2. Each household or business entity shall have one vote. Membership will consist of individuals 18 years of age or older who reside, own property, or are business owners within the membership area. For purposes of these bylaws each residential property shall be considered a "family unit" and each business property shall be considered a "business unit" and each shall be entitled to one vote.

3. Eligible citizen's, as defined in the Articles of Incorporation and these bylaws shall become members upon payment of dues.

4. Membership dues for each calendar year are set at the beginning of the budget process by an affirmative vote of two-thirds of the officer/directors present and voting. Members shall be notified in writing or other means prior to collection of dues, whenever there is an increase or decrease from the previous year. Members residing outside the revised membership area shall continue to be eligible for membership as long as their dues are current but may not be eligible to reapply for membership upon withdrawal or resignation from MZCA and that the eligibility of such business or residential address shall cease.

1. The general meetings of the MZCA shall be held bimonthly.. The regular membership meeting in January shall be called the "annual meeting."

2. The BOD shall meet monthly or by call of the president or other officer/directors and all BOD meetings shall be open to all members and participation in discussion shall be at the discretion of the Board by a two-third's majority of the BOD present and voting. The BOD shall not meet in the month of August except when called upon for appropriate purposes by one or more other board members.

3. Elections shall be held biennially and officer/directors, committee chairman and other directors, if any, shall hold office for a period of two years with the exception of the Initial Board of Directors who shall be elected concurrent to ratification of these bylaws for the purposes of incorporation under Section 13.1-801 of the Virginia Nonstock Corporation Act and shall serve a term of one (1) year whereas at the second annual meeting elections shall be held for biennial terms as more specifically stated in following paragraphs of Article III of these bylaws and Articles of Incorporation.

4. Special Meetings and Quorum: A special meeting of the MZCA may be called at any time by the President or a majority of the Directors voting or a written request to the BOD from 10 per cent or more of the members. Members shall be notified at least 7 days prior to any meeting. A minimum of 12 percent of members present at any meeting shall constitute a quorum to conduct business.

5. Decisions made and actions taken at the MZCA meetings with the approval of a majority of members present and voting shall be controlling on the MZCA and its members.

6. Elected officials shall be Officer Directors and appointees Other Directors. The four (4) Officer Directors shall be elected biennially by the general membership to the positions of President, Vice-President, Secretary and Treasurer. The Officer Directors shall constitute the Executive Board in compliance with the Articles of Incorporation and shall execute the duties required by the Articles of Incorporation. The Registered Agent of MZCA shall serve pursuant to Section 13.1-833 of the Virginia Nonstock Corporation Act, Code of Virginia.

7. The Board of Directors shall be responsible for the management and policy guidance of the MZCA subject to the Articles of Incorporation and these bylaws. The Executive Board shall appoint chairs of the standing committees who will become "Other Directors."

8. No act of the BOD shall in any way conflict with the action taken by the membership or the provisions of the Articles of Incorporation or provisions of the bylaws.

9. Officer Directors shall be elected for a period of two years and may serve a maximum of two terms. Other Directors shall hold office concurrently with the term of Officer Directors. The President may serve a maximum of two (2) consecutive terms and may not stand for office again until an interval of two years has passed. Other Officer Directors may stand for office after a one year interval.

10. Any vacancy in the BOD, except for the President, which will be filled by succession of the Vice President, shall be filled by the Execuitve Board appointing a member for replacement or, instead call a special meeting of the membership to fill the vacancy in a special election.

11. Officer Directors may be recalled and removed from office only by a majority vote of the membership at an annual or special meeting. The Officer Director concerned shall be entitled to be present and participate in both discussion and vote.

12.1 When there is only one nominee for each position, the presiding officer or the nominating committee chair or member may call for a unanimous vote by the membership to elect the slate of nominees as presented.

1. The President shall announce the date and time and purpose of BOD and membership meetings, preside at BOD and membership meetings or assign an alternate to preside, appoint, with Executive Board approval the Other Directors as Standing Committee Chairs, and representatives to committees of the MVCCA (Mount Vernon Council of Citizen's Associations), the Southeast Fairfax Development Corporation, sign or authorize the signature for all official correspondence, documents and acts taken pursuant to the Articles of Incorporation, these bylaws and decisions by the BOD, exercise all powers and perform all duties normally incident to such office, including representing, or designating representatives of the MZCA as authorized by the membership or BOD at civic functions, public hearings or similar official meetings when the best interest of the Association may suggest, submit an annual report, and other duties as may be required by virtue of the office for the benefit of the membership. The President will activate an audit or records review committee prior to each election and before departing the office.

2. The Vice President shall assume the duties and responsibilities of the President in the absence of the President, occupy the office of president for the balance of the then current term in the event of a vacancy, perform the duties of Parliamentarian at BOD and membership meetings, represent the MZCA at functions and events as requested and perform their duties the President or BOD may authorize.

3. The Treasurer will maintain and preserve the fiscal books and accounts of the MZCA, keep a record of members in good standing and distribute a list of the names and addresses of all members for the membership rolls in the custody of the Secretary. Prepare and file signature documents for the authorized withdrawal and deposit of funds, prepare periodic and annual reports for scheduled MZCA and BOD meetings, present a draft budget on the coming year at the next to last BOD meeting of each budget year ending, prior to departing from office, notify the President and the Audit Committee, if any, and perform other duties consistent with the position. Maintain and report to the BOD the status of any application (s) for tax-exemption which may occur.

4. The Secretary shall file, maintain and preserve the corporate records of MZCA, record in the minutes the date, time, place and substance of each membership and each BOD meeting with emphasis on the exact wording of each motion, policy or resolution passed and the the vote thereon, present the minutes at each meeting to the BOD for review and approval, maintain membership rolls, arrange for publication and distribution of Official MZCA notices by newsletter, flyer, electronics, etc. and file all appropriate annual forms as required to the State of Virginia, the SCC or Federal Government in a timely fashion and in compliance with the Articles of Incorporation.

5. Standing committee chairpersons shall be called "Other Directors" and shall represent MZCA in the counterpart committees of the MVCCA. Other committees may be appointed by majority vote of the Executive Board and there is no requirement that those committees have counterparts in the Mount Vernon Council of Citizens' Associations.

6. Standing Committee Chairs and other committee chairs are encouraged to establish committees composed of several members of the MZCA to provide input and action in their committee' s area of responsibility as prescribed by the BOD. Some committees work primarily in the community in direct contact with neighbors for beautification, community improvement, membership, and communications, to include publications, publicity, newsletter, directory, Enet and Webmaster, and also maintain liaison with the Coordinator (s) of separately sponsored entities such as the Neighborhood Watch. The Standing Committees shall be at a minimum, those with counterparts in the MVCCA and a Membership Committee and a Nominating Committee, and such Nominating Committee, shall be appointed at least 60 days prior to the biennial election of Officer Directors.

7. The BOD may appoint a Records Review Committee, an Audit Committee or other committee for the benefit and continuity of the Association.

1. The calendar year shall be the fiscal year for the Association. All expenditures of MZCA shall be pre-approved by two-thirds (2/3) of Officer/Directors present and voting. No expenditure of funds shall be made for religious or political purposes or organizations. Donations may be made for charitable purposes, to special events or for educational purposes, to the Neighborhood Watch Program and others by a two-third vote of those present and voting but under no circumstances to exceed five-hundred ($500) during any one annual budget period.

2. A proposed expenditure not included in the annual budget shall require approval of the Officer/Directors.

3. Only one signature shall be required on financial instruments of the MZCA, however for backup and for institutions requiring multiple signatures on such documents, the Board will authorize two (2) officers, including the Treasurer to sign deposits, withdrawals and other fiscal documents.

4. A draft budget on anticipated revenues and outlays for the coming year, including expected dues from members, will be submitted by the Treasurer to the BOD for guidance at their next to last meeting of the current year. After budget approval, Board and committee members with authorized programs may commit MZCA funds with the amount specified for each program. Vouchers for expenses incurred by members shall be submitted to the Treasurer for payment without further recourse to the Board. The Treasurer after assuring the validity of the voucher for an authorized expenditure, shall pay each bill promptly.

1. These bylaws may be amended in part or in whole, by a vote of two-thirds (2/3) of the members voting at a meeting of the membership, provided prior written notice, prepared by the proponents of any proposed amendment (s) , was distributed via the MZCA newsletter or otherwise to the membership at least 7 days prior to such meeting. The notice will announce the date, time and place and purpose of the meeting and provide a text of the recommended amendment (s).

2. Amendments approved shall be published and distributed to the membership in the MZCA newsletter or otherwise. Periodically or at least every decade, the MZCA Articles of Incorporation and the bylaws, as amended, shall be published in the MZCA directory for the membership and one copy to new members during interim periods of publication.

1. The records of the Association shall be open for inspection to all members upon request by any member either verbally or in writing provided such member making the request give sufficient notice to the Secretary or the Treasurer who shall set up an appointment for such review at a time mutually agreed upon between the parties. At no time shall the original records be loaned or at any time be removed from the custody of the Association or the Officer charged with maintaining custody of the records.

2. All records, reports, minutes and other documents of the Association may be kept in electronic media form with the exception of the Articles of Incorporation, Bylaws, Annual SCC Statements and any other corporate filings as required by law which must be held in hard copy even though they are also held in electronic form.

3. The records of the MZCA belong to the Association members. Others may view the records only with permission of the BOD or through the operation of law.

1. Officers will be nominated from the floor at the November meeting of each election year for the positions of President, Vice-President, Treasurer and Secretary. The names of those nominated shall be published in the newsletter along with notice to all members.

2. The Officer Directors will be elected by ballot by a majority vote of eligible members, at the annual meeting of each election year, in good standing, which shall be confirmed by the treasurer before ballots are distributed. Ballots may only be distributed to those members in good standing at the time of the election. There shall be only one ballot to each family unit or business unit as defined in Article II, Section 2 and the Articles of Incorporation.