Welcome to Pimmit Hills, Virginia

PHCA Bylaws and Amendments

Bylaws of Pimmit Hills Citizens’ Association, INC.
(Last updated in 1990/1991 and 2003)

Article I. Membership.

1. There shall be one class of members open to all residents and non-resident property owners of single family homes (and townhouses) within Pimmit Hills. Pimmit Hills is defined as that area within the boundaries of Rout 7, Magarity Road, the Dulles Access Road and Pimmit Run. Members shall be eighteen or more years of age. Members on the 1990-1991 membership roles that reside outside of the defined boundary or in the Peachtree Apartments will be eligible to continue to renew membership with the Association (unless their membership lapses, whereupon he/she will lose entitlement to future membership).

2. Membership shall be annual and will be granted upon payment of an annual membership fee of $2 per person effective from October 1st through September 30th of each and every year. Commencing with the May 1983 annual meeting, the membership for the following year shall be determined by a vote of the membership at the annual meeting.

3. Voting shall be limited to members. Members shall not have proxy, absentee, or cumulative voting privileges.

4. The membership shall have the right to elect all officers and directors of the corporation.

5. The membership shall have the sole right, subject to the requirements of a quorum and majority as hereinafter provided.

a) To determine the policy of the corporation.
b) To authorize expenditure of corporate funds except as otherwise provided herein.
c) To authorize the corporation to enter into any contract, agreement or arrangement of any kind or nature.

6. Only members shall be eligible to be officers or directors of the corporation.

Article II. Activities.

In fulfilling the objectives of the association as stated in the Articles of Incorporation, the corporation:

1) Shall be non-partisan and non-sectarian.
2) May cooperate with civic and such other organizations as may be of assistance in furtherance of the association’s goals.
3) Shall inform members and/or residents of the community on matters of interest to the community by periodically publishing and distributing a newsletter.

Article III. Board of Directors.

1. There shall be 7 members of the Board of Directors, as follows: the President, the Immediate Past President, the First Vice-President, the Second Vice-President, the Treasurer, the Secretary, and a 3 Year Director. Each shall serve for a term of 1 year, except the 3-Year Director, who shall serve for a term of 3 years. No member of the Board shall serve more than 3 consecutive terms in any one office, except the 3-Year Director, who shall no immediately succeed himself/herself as 3-Year Director.

2. The President of the Association shall concurrently serve as the Chairman of the Board of Directors. The Secretary of the Association shall concurrently serve as the Secretary of the Board of Directors. The Secretary shall record the minutes of the meetings of the Board of Directors and make these minutes available at the next Membership meeting after the Board meeting.

3. All directors shall be elected by the membership.

4. The Board of Directors may meet monthly, but at least annually. At their first meeting following the annual membership meeting, the new Board may fix the day of the month on which they will meet in each month of the remainder of the association year. If possible, the times of the regular meetings shall be published in the Dispatch.

5. Special meetings of the Board may be called on not less than 24 hours notice by the Chairman, and shall be called by the Chairman upon written petition of three members of the Board of Directors.

6. The Board of Directors shall make interim appointments to fill vacancies occurring in the offices of First Vice President, Second Vice President, Treasurer or Secretary. It shall also make interim appointments to fill vacancies occurring on the Board of Directors provided said appointments shall be effective only until the next annual meeting of the membership.

7. The Board of Directors shall appoint annually a Nominating Committee from the membership of not less than three persons. The appointment and composition of the Nominating Committee shall be announced by the Board of Directors at a meeting of the members which is two regular meetings prior to the annual May meeting of the corporation.

8. The Board of Directors shall manage the affairs of the corporation in compliance with these Bylaws. To that end, they shall establish and publish a statement of Administrative Guidelines, setting forth the methods of conducting the affairs of the Corporation. From time to time, the Board may add to or change the Guidelines at the annual May meeting.

9. A director may be removed from office as provided for in the 1950 Code of Virginia as amended and in accordance with Article IV, B of these Bylaws.

Article IV. Officers.

The officers of the corporation shall be a President, First Vice President, Second Vice President, Treasurer and Secretary. The President shall be a member of the Board of Directors for a two-year term; all other elected officers shall be members of the Board of Directors for one-year terms each. The duties of the officers shall be such as usually pertain to their respective offices and as herein defined.

1. The President shall preside at all membership meetings. He/She shall appoint all committees and appointive officers not otherwise provided for herein and shall be an ex-officio member of all committees except the Nominating Committee. He/She shall cast no open vote at any meeting of the membership except to break a tie.

2. The First Vice President shall preside at all meetings in the absence of the President. In case of resignation, death or disability of the President, the First Vice President shall become President for the unexpired term, or during the duration of the disability. He/She shall be responsible for the publication of the corporation newsletter.

3. The Second Vice President shall be a delegate of the corporation to all federations, organizations, or conferences of civic groups to which the corporation belongs or decides to send representatives.

4. In case of the resignation or disability of the President and First Vice President, the Second Vice President shall become President for the unexpired term, or during the duration of the disabilities. He/She shall be the corporation’s parliamentarian.

5. The Treasurer shall receive and disburse all funds of the corporation and shall maintain records in accordance with the procedures prescribed in the Bylaws.

6. The Secretary shall keep minutes of the membership minutes; shall keep a roll of the officers, directors, committee members and members in good standing; shall cause to be published official notices; and shall gather and preserve all written records, and shall make all records of the corporation available to any member upon reasonable demand.

B. An officer may be removed from office only for cause upon the written complaint of a member or members. Such complaint shall be submitted at a regular membership meeting. A hearing on the charge or charges, before the membership, shall be scheduled for the next regular membership meeting or at a special membership meeting not less than two weeks nor more than six weeks after submission of the complaint and only after notice to the membership of said complaint. Disposition of the charge or charges shall be determined by secret, written ballot of three-fourths of the members present and voting.

Article V. Nominations of Officers and Directors.

1. The Nominating Committee shall recommend one or more eligible candidates for each office or directorship to be filled. The report of the recommendations of the committee shall be presented to the membership at least 30 days prior to the annual May meeting of the corporation.

2. Nominations for officer or director shall not be limited to those individuals recommended by the Nominating Committee, but shall be available to all the members until a motion is made, seconded and approved at the annual membership meeting to close the nominations for officers.

3. Members of the Nominating Committee may not nominate themselves, but may be nominated from the floor by other members of the Association.

Article VI. Election of Officers and Directors.

1. Elections of all officers and directors shall be held at the annual meeting of the membership and shall be presided over by the Chair of the Nominating Committee.

2. All officers shall be elected for a term of twelve months, June 1st through May 31st and until their successors shall be duly elected and qualified.

3. Directors shall be elected to a term of office, as specified in Article III, commencing June 1st and expiring May 31st and until their successors shall be duly elected and qualified.

4. All officers and directors shall be elected by secret, written ballot by a plurality of the members present and voting.

Article VII. Committees.

1. The Board may each year appoint committees to advance the work of the corporation in such matters as membership, special events, parks, streets, zoning, safety, etc. Such committees shall always be subject to the final authority of the Board. Special committees may also be appointed by the Board to aid on particular projects. These committees if formed, will also be subject to the final authority of the Board.

2. Any committee appointment may be terminated by a majority vote of the full membership of the Board upon thirty (30) days written days notice to the appointee, and the Board may appoint successors to those appointees whose services have been terminated.

Article VIII. Financial Affairs.

1. The Treasurer shall maintain records in accordance with generally accepted accounting principles. At the June meeting, he/she shall submit an accounting of all income and disbursements for the preceding twelve months.

2. The Treasurer shall collect and deposit all Association monies in a local Virginia bank that is a member of the Federal Deposit Insurance Corporation, except that a $25 petty cash fun shall be maintained on an impressed basis.

3. The annual budget shall be submitted by the Treasurer, at the September meeting of the corporation, for the approval of the membership. Approval of said budget shall constitute authorization for disbursements in the manner and for the purposes therein set forth. Except as provided herein, all other disbursements shall first be approved by the membership. All disbursements shall be made by check signed by the Treasurer and countersigned by the President or a Vice President. The Treasurer is authorized to make disbursements from the petty cash fun. The Board of Directors is authorized to approve necessary disbursements to issue official notices of special meetings.

Article IX. Meetings.

A. Members.

The annual meeting of the members of the corporation shall be held during the month of May.
Regular meetings of the membership shall be held monthly, except during the months of July and August, on the first Tuesday of each month, provided that the Board of Directors may direct otherwise upon official notice.
Except as otherwise provided herein, decision on all matters brought before the membership shall be determined by a majority vote of the members present and voting; provided that a quorum of twenty (20) members is present.

Special.

Special meetings of the membership may be called by the president or the Board of Directors.
A special meeting of the membership shall be called within fourteen (14) days upon the written petition subscribed by twenty (20) members submitted to the President or the Board of Directors .
Written notice of any special meeting shall be given to the membership at least ten (10) days prior to the date of such meeting. Said notice shall state the place, day, hour and purpose of such meeting.

Procedure at Meetings.

Unless in conflict with the Bylaws, all meetings of the Board of Directors and of the membership shall be conducted in accordance with the latest edition of Roberts Rules of Order.

Article X. Official Notice.

Official notice of any membership meeting must be in writing, state the place, day and hour of the meeting and may be given:

By personally delivering a copy to each member at least ten (10) days prior to the date of said meeting, or

By mailing, postage prepaid, a copy thereof to each member at least ten (10) days prior to the date of said meeting. For the purpose of this section, mail addressed to the member in his/her proper name with the correct address as it appears on the records of the corporation shall be deemed to be sufficient and delivered when deposited in the United States Mail, or

By publication, in a newspaper having general circulation within Fairfax County, once a week for two successive weeks; the first publication to be not more than fifty (50) days and the second not less than ten (10) days before the date of the meeting.

Article XI. Amendment of Bylaws.

These Bylaws may be amended by a two-thirds vote of the members present and voting at any meeting, provided the proposed amendment shall have been submitted in writing, proposed and seconded at a previous regular meeting of the membership, and provided further that a copy of the proposed amendment shall be delivered or published as provided in Article X not less than ten (10) nor more than fifty (50) days prior to the date of the meeting. Amendments shall be effective when adopted.

Article XII. Dissolution.

In the event of the dissolution of this corporation or in the event it shall cease to carry out the objects and purposes herein set forth, all property and assets of the corporation shall be distributed to a charitable organization. Under no circumstances shall any of the property and assets of this corporation during its existence and/or upon its dissolution be distributed to any officer, member or subsidiary of this corporation.

Amendments

Pimmit Hills Citizens Association
Bylaw Amendments - 2003

1) General: Correct all grammar and misspellings throughout document.

2) Article I, Part 1: Delete the words, “Members on the 1990-1991 membership roles that reside outside of the defined boundary or in the Peachtree Apartments will be eligible to continue to renew membership with the Association (unless their membership lapses, whereupon he/she will lose entitlement to future membership).” And, reword the first sentence, so the Part reads, “There shall be one class of members open to all resident and non-resident property owners within Pimmit Hills. Pimmit Hills is defined as that area within the boundaries of Route 7, Magarity Road, the Dulles Access Road and Pimmit Run. Members shall be eighteen or more years of age.”

3) Article I, Part 2: Reword as follows, “The term of membership will be annual and run from September 1st through August 31st. Current membership status will be granted upon the full payment of the annual membership dues. The annual membership dues shall be determined by a vote of the membership at the annual (June) membership meeting and be effective from September 1st through August 31st. Dues will not be prorated.

4) Article I: Add a new Part 3, which reads as follows, “An individual member is in good standing within the meaning of these Bylaws if the member has paid the full annual membership dues for the current membership period. A member who has not paid the full annual membership dues for the current membership period shall have all membership privileges suspended until such time as the full membership dues for the current membership period are paid.

5) Article I: Renumber all parts of Article I to reflect the addition of the new Part 3.

6) Article I, Part 3 (when parts are renumbered, will become Part 4): Add the words, “in good standing as defined herein” to the first sentence, so the sentence reads, “Voting shall be limited to members in good standing as defined herein.”

7) Article I, Part 6 (when parts are renumbered, will become Part 7): Add the words “in good standing as defined herein,” so the Part reads, “Only members in good standing as defined herein shall be eligible to be officers or directors of the corporation.”

8) Article II: Strike the words “objectives of the association as stated in the Articles of Incorporation” and replace with the words, “purpose for which the corporation was organized as stated in Article II of the Articles of Incorporation.” With this change, the start of the Part will read as follows, “In fulfilling the purpose for which the corporation was organized as stated in Article II of the Articles of Incorporation…”

9) Article III, Part 1: Delete the last sentence of this Part - “No member of the Board shall serve more than 3 consecutive terms in any one office, except the 3-year director, who shall not immediately succeed himself/herself as a 3 year director.”

10) Article III, Part 2: Reword this Part as follows, “The President of the corporation shall concurrently serve as the Chair of the Board of Directors during his/her elected term of office as defined herein. When the President’s elected term of office is over, he/she will become the Immediate Past President and serve on the Board of Directors in this capacity for a period of one year.

11) Article III: Move the second and third sentences of the current Part 2 to a new Part 3 and reword, so the new Part 3 will read as follows, “The Secretary of the corporation shall concurrently serve as the Secretary of the Board of Directors during his/her elected term of office as defined herein. The Secretary shall record the minutes of the meetings of the Board of Directors and make these minutes available at the next regular membership meeting after the Board meeting.

12) Article III: Add a new Part 4 as follows, “The 3-Year Director shall work with the Secretary to maintain the corporation papers of the organization and shall serve to provide continuity on the Board of Directors.

13) Article III: Renumber all parts of Article III as appropriate in response to the amendments proposed herein.

14) Article III, Part 4 (when renumbered, will become Part 6): Reword this Part as follows, “The Board of Directors must meet at least annually, and their meetings shall be open to any members who wish to attend. The Board retains the right to close portions of their meetings should the business in question be of a sensitive nature.”

15) Article III, Part 5 (when renumbered, will become Part 7): replace the word “Chairman” wherever it appears with the word “Chair.”

16) Article III, Part 6 (when renumbered, will become Part 8): Add the word “Editor” to the first sentence. Add the word “June” to the second sentence and reword ending, so the revised Part will read as follows, “The Board of Directors shall make interim appointments to fill vacancies occurring in the offices of First Vice President, Second Vice President, Treasurer, Secretary or Editor. It shall also make interim appointments to fill vacancies occurring on the Board of Directors, provided said appointments shall be effective only until the next annual (June) membership meeting.”

17) Article III, Part 7: In sentence two, delete the words “a meeting of the members which is two regular meetings prior to the annual May meeting of the corporation” and replace with the words, “the February meeting” so the sentence reads, “The appointment and composition of the Nominating Committee shall be announced by the Board of Directors at the February meeting.”

18) Article III, Part 7: Move this entire part to Article V.

19) Article III, Part 8 (when renumbered, will become Part 9): Delete the words “…at the annual May meeting of the corporation” in the third sentence and replace with the words, “at the annual (June) membership meeting.”

20) Article III, Part 9 (when renumbered, will become Part 10): Delete the words “Article IV, B” and replace with “Article IV, Part 2” so that the Part reads, “A director may be removed from office as provided for in the 1950 Code of Virginia as amended and in accordance with Article IV, Part 2 of these Bylaws.

21) Article IV: Reorganize so that there is a Part 1 with subparts A-F and a Part 2.

22) Article IV, A (when reorganized, will become Part 1): Reword the introduction of Part 1 as follows, “The officers of the corporation shall be a President, First Vice President, Second Vice President, Treasurer, Secretary and Editor. All elected officers shall serve one-year terms. The duties of the officers shall be such as usually pertain to their respective offices and as herein defined.”

23) Article IV, Part 1 (when reorganized, will become Subpart A of Part 1): Reword as follows, “The President shall preside at all membership meetings. He/she shall make all appointments not otherwise provided for herein and shall be an ex-officio member of all committees, except the Nominating Committee. He/she shall also concurrently serve as the President of the Board of Directors and when his/her elected term of office has expired, continue on the Board of Directors as Immediate Past President as described in Article III. He/she shall cast no open vote at any meeting of the membership except to break a tie.”

24) Article IV, Part 2 (when reorganized, will become Subpart B of Part 1): Reword as follows, The First Vice President shall preside at all meetings in the absence of the President. In case of resignation, death or disability of the President, the First Vice President shall become President for the remainder of the unexpired term or the duration of the disability. He/She shall be responsible for coordinating the distribution of the corporation newsletter.”

25) Article IV, Parts 3 & 4 (when reorganized, will become Subpart C of Part 1): Merge these two parts, to create one new part, which reads as follows, “The Second Vice President shall be a delegate of the corporation to all federations, organizations, or conferences of civic groups to which the corporation belongs or decides to send representatives. In case of the resignation, death or disability of the President and the First Vice President, the Second Vice President shall become President for the remainder of the unexpired term, or during the duration of the disability. He/she shall be the corporation’s parliamentarian.”

26) Article IV, Part 5 (when reorganized, will become Subpart D of Part 1): Reword as follows, “The Treasurer shall receive and disburse all funds of the corporation; shall maintain the corporation’s financial records and membership roll in accordance with the procedures prescribed in the Bylaws, and shall report at least annually to the membership on the financial health of the corporation.”

27) Article IV: Add a new Subpart F under Part 1, which describes the role of the Editor of the corporation’s newsletter. This part will read as follows, “The Editor shall be responsible for the publication of the corporation’s newsletter.”

28) Article V: Add Part 7 from Article III to Article V as the new Part 1. With this addition, the new part one will read, “The Board of Directors shall appoint annually a Nominating Committee from the membership of not less than three persons. The appointment and composition of the Nominating Committee shall be announced by the Board of Directors at the February membership meeting.”

29) Article V: Renumber all Parts as appropriate to reflect the addition of the new Part 1.

30) Article V, Part 1 (when renumbered, will become Part 2): Reword the Part as follows, “The Nominating Committee shall prepare a slate of one or more candidates for each of the open officer and director positions to be filled and present it to the membership for consideration and action by the annual (June) membership meeting.”

31) Article V, Part 3 (when renumbered, will become Part 3): Reword the Part as follows, “Nominations for officer or director shall not be limited to those individuals recommended by the Nominating Committee, but shall be open to all members in good standing as defined herein until a motion is made, seconded and approved at the annual (June) membership meeting to close the nominations for officers and directors.”

32) Article VI, Part 1: Add the word “(June)” and replace the word “Chairman” with the word “Chair,” so the sentence reads, “Elections of all officers and directors shall be held at the annual (June) meeting of the membership and shall be presided over by the Chair of the Nominating Committee.”

33) Article VI: Add a new part 2, which reads, “All officers and directors shall be elected by a plurality of the members present and voting.”

34) Article VI, Parts 2 & 3: Renumber as Parts 4 and 5, replace the words “June 1st through May 31st” where they appear in both parts with the words “July 1st through June 30th.,” and add appropriate article references. With these changes, the new Part 4 would read, “Officers shall be elected for a term of office, as specified in Article IV, commencing July 1st and expiring June 30th. The new Part 5 would read, “Directors shall be elected for a term of office, as specified in Article III, commencing July 1st and expiring June 30th.”

35) Article VI, Part 4: Renumber as Part 3 and rewords as follows, “At the annual (June) membership meeting, the Nominating Committee shall prepare and present a secret, written ballot to the membership for consideration and action. The only exception to this procedure would be in the event of the presentation of an unopposed slate, in which case, a motion could be made that the slate be accepted in it’s entirety as presented, and an open vote could be taken.

36) Article VI: Renumber all Parts as appropriate to reflect the addition of the new Part 2.

37) Article VI: Add a new Part 6, which reads as follows, “Outgoing officers and directors shall provide reasonable support to newly elected officers and directors to assist with the transition of authority.”

38) Article VII: Rename this Article “Appointments & Committees”

39) Article VII, Part 1: Reword as follows, “Each year, the Board may appoint individuals to serve on their own or in committee with other appointees to advance the work of the corporation in a range of matters. These matters include, but are not limited to, membership, special events, parks, streets, zoning, and safety. Such individuals shall be known as “appointees” and the scope of the actions and work product of all appointees, whether working alone or in committee, shall always be subject to the final authority of the Board.

40) Article VII, Part 2: Reword as follows, “Any appointment may be terminated by a majority vote of the full membership of the Board of Directors upon thirty (30) days written notice to the appointee, and the Board may appoint successors to those appointees whose services have been terminated.

41) Article VII: Add a Part 3, which reads, “Committees will be made up of Board appointees and provided with direction from the Board as to their purpose and the scope of their actions and work product. The scope of the actions and work product of all committees shall always be subject to the final authority of the Board. Committees may be disbanded by a majority vote of the full membership of the Board of Directors upon thirty (30) days written notice to the committee members.

42) Article VIII, Part 1: Rewords this Part as follows, “The Treasurer shall maintain the corporation’s financial records in accordance with generally accepted accounting principles and provide at least an annual report on the financial health of the corporation, including details regarding income and disbursements, to the membership.”

43) Article VIII, Part 2: Reword this Part as follows, “The Treasurer shall collect and deposit all corporation monies in a local Virginia Bank that is a member of the Federal Deposit Insurance Corporation (FDIC). A nominal petty cash fund may be established and maintained at the discretion of the Treasurer. If such a petty cash fund is established and maintained, the Treasurer will provide a regular report to the Board of Directors as to its status.

44) Article IX: Reorganize so that there is a Part 1 with subparts A-C, a Part 2 with subparts A-C, a Part 3 and a Part 4.

45) Article IX, Part A (when reorganized, will become Part 1) & Part B (when reorganized, will become Part 2): Rename these Parts respectively as follows, Part 1 - “Regular Membership Meetings” and Part 2 – “Special Membership Meetings.”

46) Article IX, Part A, Subpart 1 (when reorganized, will become Part 1, Subpart A): Change the word “May” to the word “June.”

47) Article IX, Part A, Subpart 3 (when reorganized, will become Part 1, Subpart C): Delete the words, “provided that a quorum of twenty (20) members is present,” so that the sentence reads, “Except as otherwise provided herein, decision on all matters brought before the membership shall be determined by a majority vote of the members present and voting.”

48) Article IX: Add a Part 3, which reads as follows, “All Board of Directors meetings shall be called and conducted a provided herein.”

49) Article IX, Part C (when reorganized, will become Part 4): Rename this Part as appropriate. Wording will remain the same.

50) Article X: Remove A, since there is not a B and make a Part 1, Part 2, Part 3 and Part 4. Add the option of “by publication” to the ways in which Official notice may be given in Part 1. Following is the new wording of Article X:

1. Official notices must be in writing and state the place, day and hour of the meeting or event in question. Notice must be provided at least ten (10) days prior to the date of said meeting or event. Official notice may be given in the following ways: by personal delivery, by postage pre-paid mail, or by publication.

2. For the purpose of this corporation, in the event official notice is given by personal delivery, it shall be deemed sufficient and delivered when it is handed over to a member by a person designated by the Board of Directors or is left at the physical address (as it appears on the membership roll of the corporation) of a member.

3. For the purpose of this corporation, in the event official notice is given by postage pre-paid mail, it shall be deemed sufficient and delivered when it is addressed to a member using the name and address as it appears on the membership roll of the corporation and deposited in the United States Mail.

4. For the purpose of this corporation, in the event official notice is given by publication, it shall be deemed sufficient and delivered when it is placed in either the corporation’s newsletter or in a newspaper having general circulation within Fairfax County.