SEMINARY HILL ASSOCIATION, INC.
ARTICLE I – Name
The name of the Corporation is SEMINARY HILL ASSOCIATION, INC.
ARTICLE II – Purpose
To operate as a non-profit civic organization to promote, without affiliation with any political party, the general welfare of the residents of the City of Alexandria, Virginia, and particularly of those who live in the geographical area described in ARTICLE III, including in such promotion of the general welfare, participation in the formulation of public policy having an impact on development, transportation, and the environment in that area.
ARTICLE III – Residency Requirements
Section 1. Any person living within the boundaries of the Seminary Hill Association as defined below shall be considered a member and shall be represented by the Seminary Hill Association.
- On the EAST, south along the Chinquapin Park property line from King Street to a point directly north of MacArthur School, then along the MacArthur School property line, crossing Janney’s Lane at the west property line, continuing south along the east property lines of those properties located on the east side of Canterbury Lane to the property line of the property formerly known as the Cameron Valley Homes property now known as the Quaker Hill property, then along the western property line of this property to the center of Duke Street.
- On the SOUTH, west along Duke Street to Fort Williams Park, through the Park, then northwest along the rear property lines of properties on Fort Worth Avenue, to its projection with North Howard Street near the southernmost corner of the Alexandria Hospital property line; then southwesterly along North Howard Street to North Jordan, across North Jordan in a straight line to the center of Polk Avenue at its meeting with North Latham; along Polk Avenue to Pegram.
- On the WEST, northerly along Pegram to its merger with North Pickett, then northerly along Pickett, crossing Seminary Road at the east property line of Fire Engine Company #6, continuing in a straight line to the resumption of Pickett at Braddock Road.
- On the NORTH, east along Braddock Road to the eastern property line of Fort Ward Park, then north along that property line to the center of North Van Dorn Street, then along Van Dorn to North Menokin Drive and to King Street; following the centerline of King Street to Chinquapin Park.
Section 2. Residents wishing to be informed about matters of interest within Seminary Hill shall submit their name, address, and email address either online at the Seminary Hill Association website, www.seminaryhillassn.org , via mail, or in person at a meeting of the Association. This information shall be used only for the purpose of communicating official Seminary Hill Association business and will not be shared with other persons or businesses.
Section 3. Residents shall be encouraged to make an annual contribution to Seminary Hill Association to defray the costs of the organization. A suggested amount shall be recommended and voted upon by the Board each year. The Board may also approve plans to raise funds as needed for Association purposes.
Section 4. The initial members of the Corporation were the members in good standing on November 17th, 1988, of the Seminary Hill Association, an unincorporated civic association with the same geographic boundaries set forth in Section 1 of ARTICLE III above. The Treasurer of the Corporation certified such membership list upon the receipt of the same from the Treasurer of the Seminary Hill Association.
ARTICLE IV – Officers
Section 1. The officers shall be a President, a Vice-President, a Secretary, and a Treasurer. These officers, and the immediate Past President, shall constitute the Executive Committee of the Association.
Section 2. The initial officers were selected by the Board of Directors who elected those persons so selected to the respective positions elected at a meeting of the members of the Seminary Hill Association, then an unincorporated predecessor association at its meeting on November 17th, 1988. Thereafter, the officers of the Corporation were elected by the members as specified in ARTICLE VI. The term of office for each officer is one year beginning upon his or her election at the November meeting.
Section 3. The duties of the President shall be to preside at meetings of the Corporation or the Board; to appoint all committee members unless otherwise directed by the Corporation, and to enforce these Bylaws. The President, or a board member designated by the President, shall continuously oversee and maintain the Seminary Hill Association website, issue notices of meetings; and communicate to the membership on a regular basis, or as issues of concern to Seminary Hill members arise. Such communications can be via email or by mail.
Section 4. The duties of the Vice-President shall be to preside at meetings of the Corporation or the Board on request of the President, or in the President’s absence. The Vice-President may have other duties as assigned by the President. If the office of the President becomes vacant, the Vice-President (if this office is filled) shall become the President for the balance of the term for which the President was elected. Otherwise, ARTICLE V, Section 3 applies.
Section 5. The duties of the Secretary shall be to conduct correspondence; in the absence of the President and Vice-President to call meetings to order and request the election of a temporary presiding officer; to have custody of Corporation records; to prepare minutes of the Corporation meetings and those of the Board, and to submit them to the President for review and final approval by the Board at each monthly meeting of the Association.
Section 6. The duties of the Treasurer shall be to receive applications for membership; to collect and record contributions from residents; to deposit such contributions together with other Corporation funds in a bank, in the name of the Corporation; to keep a record of all funds of the Corporation; to withdraw funds for Corporation purposes; to provide a monthly report to the Board detailing deposits, payments, and current bank balance; and to submit at the Annual Meeting each year a report of all receipts and disbursements during the preceding year. The Treasurer is authorized to disburse Corporation funds necessary for the business of the Association as approved by a majority of the Board. The Treasurer shall make no single disbursement exceeding $100.00 without authorization by the Board. If such disbursements are necessary when the board is not scheduled to meet in a timely manner, voting to approve such disbursements may occur via email or phone polling to the board members. Checks from Corporation funds in a bank for disbursement must be signed by the Treasurer or the President.
Section 7. The 9 Area Representatives, the At Large Representatives, and the Representatives of The Virginia Theological Seminary and Episcopal High School are voting members of the Board. Board members are expected to attend all monthly meetings of the Association. Their duties shall be to report to the Board each month on issues of concern within their respective areas, and Seminary Hill as a whole, and to represent the best interests of those residents. They will also assist the officers in disseminating information concerning Seminary Hill Association issues through flyers or such other appropriate means as directed by the Officers of the Board. If an Area Representative is unable to attend a scheduled meeting, he/she should endeavor to have a member from that Area represent him/her at the meeting as a non-voting attendee.
ARTICLE V – The Board of Directors and Committees
Section 1. There shall be a Board of Directors (“Board”) which shall be composed of the officers of the Corporation, the immediate past President of the Corporation, a representative of the Virginia Theological Seminary, nominated by that Institution, a representative of the Episcopal High School, nominated by that Institution, and nine Area Representatives, elected in November for a one-year term to represent each of the nine numbered areas, designated on the currently approved Corporation map. In addition, up to four (4), At-Large members may be elected by the Board in its discretion from time to time as the needs of the Corporation shall require.
Section 2. Meetings of the Board of Directors will be held monthly except during the months of July and August. A quorum of the Board shall consist of a majority of the Board’s full membership. Adequate notice of every meeting shall be given to the Board by the President or the Secretary. If a quorum is not available for an emergency or otherwise unplanned meeting, a proposed motion (or any other similar action) will be sent via email by the Seminary Hill Association President to all Board members for a vote and the results of the vote will serve as the action of the Board. A majority of the quorum of the board is required for a measure to pass. The President shall certify to the Secretary that a majority of the Board voted in support of the proposed measure via email, and present such certification at the next regularly scheduled Board meeting.
In the event that the local, state, or federal government has declared a state of emergency that bans or limits in-person group meetings, the Seminary Hill Association may hold virtual meetings on a media platform that allows public participation during open session meetings. In the absence of a declared state of emergency, the President of the Seminary Hill Association may request that a virtual meeting be held if circumstances warrant. A majority vote of the Board will be necessary to approve such a virtual meeting if there is not a government-imposed ban in place. Minutes will be taken during all virtual meetings. Any votes taken require that a quorum of the Board be present electronically. The results of all votes will be recorded in the minutes.
In addition, a member of the Seminary Hill Association Board may request that the President grant permission for virtual/telephonic participation at an in-person board meeting if they are unable to physically attend such meetings due to circumstances determined to be justified by the President.
(The above language in italics was approved by the Board of Directors on June 18, 2020, and will be formally ratified by the Membership at the Annual Meeting in November 2020)
Section 3. The Board shall have the power to fill vacancies occurring between elections in the offices of Secretary, Treasurer, and Area Representatives. It shall have the power to act for the Corporation whenever, in the judgment of a majority of the quorum present, necessity therefore arises, and the action of the Board shall stand as the action of the Corporation unless the Corporation shall will otherwise. Should a vacancy occur on the Board of Directors, a replacement shall be nominated and approved to complete the remainder of the term of office based on a majority vote of the members of the Board in attendance at a scheduled meeting. Article IV, Section 4 applies to the office of President.
Section 4. If requested by a board member, the Board shall have the power to remove a board member by a vote of a two-thirds majority of the quorum of the board present at a regularly scheduled board meeting, or at a special meeting called for such purpose.
Section 5. The Board of the Corporation may create additional committees, standing or temporary, as the need arises. Such committees may include board members and non-board members.
Section 6. As defined in Article IV, Section 1, the President, Vice President, Secretary, Treasurer, and Immediate Past President shall constitute the Executive Committee. The Executive Committee recommends actions for approval of the Board of Directors. It may meet to discuss urgent matters and act on behalf of the Board of Directors in between meetings of the Board if necessary, to the extent allowed by Virginia law. Actions taken by the Executive Committee shall be approved by the Board of Directors at the next scheduled board meeting.
ARTICLE VI – Elections
Section 1. An Annual Meeting for the election of Officers and Area Representatives shall be held in November, and those elected shall take office at that time. The President shall appoint an Election Committee of at least 5 Board members (two (2) of whom are recommended to be past Presidents) to develop a slate of candidates to be elected at the Annual Meeting. In addition to the slate developed by the Election Committee, any resident can become a candidate for any of the elected offices by submitting a petition to the Secretary at least 10 days in advance of the date of the Annual Meeting and signed by 10 residents along with a biography not to exceed 70 words.
Section 2. Ballots shall be taken consecutively for each office in the following order: President, Vice-President, Secretary, Treasurer, and Area Representatives. If no candidate for a particular office receives a majority of the total votes cast on the first ballot, there shall be a runoff between the two candidates who received the highest number of votes on such ballot. The vote of a majority of the residents present at an election meeting is necessary to elect any candidate.
ARTICLE VII – Annual Meeting of the Corporation
Section 1. Written notice of the Annual Meeting (other than a meeting to act on an amendment to the Articles of Incorporation, merger, the proposed sale of the Corporation’s assets or dissolution) shall be given either by means of the SHA website, email, regular mail, local newspaper article, and/or flyers delivered to all residences within the boundaries of the Corporation at least ten (10) days in advance of the meeting.
Section 2. Twenty-five (25) residents shall constitute a quorum for the transaction of business at the Annual Meeting. Except as otherwise provided in these ARTICLES, all action shall be taken on the basis of the votes of a majority of the residents present at a Corporation meeting. Voting by proxy shall not be permitted.
Section 3. The order of business at Corporation Annual meetings shall be as follows unless the meeting shall otherwise dictate: (a) Reading of the minutes of the preceding meeting by the Secretary; (b) Financial report by the Treasurer; (c) Reading of communications by the President; (d) Unfinished business; (e) Reports of Officers; (f) Reports of Committees; (g) Election of Officers; (h) New Business and General Discussion; and (I) Adjournment.
Section 4. Except as otherwise provided in these ARTICLES, the procedure at meetings shall follow Roberts Rules of Order, Newly Revised.
ARTICLE VIII – Amendments to the Bylaws
Section 1. Amendments to these Bylaws may be proposed by the Board or by a petition signed by at least ten (10) residents. All proposed amendments shall be filed with the Secretary, who shall notify the Board of such filing. Upon receipt of such notice, the Board shall discuss and vote on an interim change to the Bylaws at either a regularly scheduled board meeting, or a special meeting, subject to final approval at the next Annual Meeting. The notice to the residents at the subsequent Annual Meeting shall set forth the text of the interim amendment(s) and the names of its sponsors.
Section 2. A proposed final amendment to the Bylaws shall become effective if supported by the vote of at least two-thirds of the residents present at the Annual Meeting at which it is presented.
Approved unanimously by the Seminary Hill Board on 9-12-19
Finalized by a vote of residents at the Annual Meeting 11-14-19