PHCA Community,

We will bring up two items for community vote during our upcoming July 11 meeting. See our homepage for info on how to attend in person or via Zoom.

We are not accepting proxy votes for these measures. It has come to our attention recently that PHCA's original Articles of Incorporation expressly prohibit proxy voting (see this digitized certified copy of the original 1963 Articles of Incorporation, the last sentence on the third page of the PDF: "Members shall not have proxy or cumulative voting privileges").

Even though our bylaws allow for proxy voting, Virginia State Law says that the Articles of Incorporation hold sway. They say "whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling" (from this reference, item E). There is an exception to this, but it does not pertain to proxy voting.

Measure 1: Agreement between The Wheeler Team and PHCA

This is an agreement whereby The Wheeler Team, longtime Pimmit Hills residents Linda and Jamie Wheeler, would like to support this PHCA GoFundMe if PHCA enables them to meet new people that lead to initial meetings or real estate closings. Please read this draft of the agreement if you intend to vote on this measure. It will be a simple approve-or-deny vote.

Post-meeting Update: During the July 11 meeting, we made a minor change to the Term of the Agreement section. The agreement can be terminated by either party, not by mutual consent. Here is the final version that was approved by majority vote during the meeting: Pipeline Legal Fund Agreement between Pimmit Hills Citizens’ Association (PHCA) and The Wheeler Team
 

Measure 2: Agreement between PHCA and GoFundMe Recipients

This is an agreement made by the PHCA Board and beneficiaries of the money raised by this PHCA GoFundMe. The agreement was made in April 2022. The GoFundMe campaign was created by PHCA as a courtesy to several Pimmit Hills residents who are named in lawsuits brought by Washington Gas after these residents won a ruling before the Fairfax County Board of Zoning appeals. The BZA ruling that called for:

• Pursuant to Fairfax County zoning ordinances, Washington Gas must apply for and obtain a "special exception" permit from the Fairfax County Board of Supervisors in order to pursue the Phase 6 of their Strip 1 Tysons Project. 
• Washington Gas must also put Phase 6 of their Strip 1 Tysons Project through a Fairfax County Planning Commission "2232 Review"

Please read a copy of the agreement here: PHCA Board and GFM Recipients Agreement.pdf

The lawyer in this legal case was not hired by and does not represent PHCA, but the agreement was written to require documentation that the money raised by the GoFundMe is being used for legitimate legal services. We are currently in a phase of the agreement where funds are disbursed only in response to invoices and accounting of time spent on the case by the lawyer. Money is disbursed to the GoFundMe recipients, not directly to the lawyer.

Per Article 1, item 6 of PHCA's bylaws, this agreement should have been subject to a community vote, but it was not put through a community vote at the time. We are correcting this error.

In fairness to the beneficiaries, the PHCA Board has decided that if the community votes to discontinue this agreement, it will not be terminated immediately. So the two options to vote on this are:

1. Approve the agreement and allow it to remain in effect as described in the agreement
2. Unwind the agreement during 2023, and fully terminate it no later than Dec 31, 2023

Post-meeting Update: During the July 11 meeting, a minor change was made to the agreement: the sentence "The invoices shall include an accounting of any funds in escrow." was added to the end of the fourth paragraph.

Here is the final agreement, as amended: PHCA Board and GFM Recipients Agreement - amended July 2023.pdf. Voting members present chose Option 1 above, "Approve the agreement and allow it to remain in effect as described in the agreement," over Option 2 by a vote of 10-2.

Thanks to a bylaw proposal made at the May meeting, the PHCA membership voted at the June meeting to approve a change which formally disbanded the Election Committee and instead opted for members to self-nominate directly. As a result, the June meeting was allowed to proceed as the 2022 PHCA Annual Meeting.

A new President and the current Secretary were both elected to their respective positions.  Thanks to all who joined the virtual meeting and special thanks to those who voted via proxy.

Breaking News:  Anyone interested in joining the PHCA Board - now is the time!

Our current President has decided not to run for re-election, and instead focus his efforts on traffic calming;  Our current Secretary has graciously opted to run again; and a current member, Scott Moore,  has expressed an interest in running for President.  However, unless the new proposed bylaws are passed - then the annual meeting will not be able to occur until next month.  Either way, both President and Secretary positions will still be open to nominations from the "floor." Both Vice-President and Treasurer positions will be up for re-election next year.

Be sure to renew your membership and send any proxy information to the Proxy Mailbox so your vote will count.

Thanks to a bylaw proposal made in last month's meeting, the PHCA membership voted to approve a change shortening the time in between annual meetings from 9 months to 6 months.  As a result, last night's meeting was allowed to proceed as the 2021 PHCA Annual Meeting.

The current Vice-President, Treasurer, and Director were all subsequently elected to their same positions.  Thanks to all who joined the virtual meeting and special thanks to those who voted via proxy.

Breaking News:  Anyone interested in joining the PHCA Board - now is the time!

With the Treasurer resigning earlier this year and no one voicing an interest, our current Secretary has graciously volunteered to assume that role.  Additionally, our current President has decided not to run for re-election and the Vice-President has also decided to resign.  As a result, both President and Secretary positions will be open to nominations from the "floor" and after elections are completed, anyone interested in the Vice-President's role will be strongly considered for appointment.  Both Vice-President and Treasurer positions will be up for re-election next year.

Meeting information will follow as the meeting date approaches.  Also, be sure to renew your membership and send any proxy information to the Proxy Mailbox so your vote will count.

Last week there was a proposal submitted to clarify how long vacancy appointments should last as a result of officer elections now occurring every two years instead of every year. There was one sentence that should have been clarified when those changes were enacted.

If there is a two-thirds vote of the members present and by proxy at the next scheduled meeting (April 9), then these changes will become effective immediately.