The By-Laws of the Sully District Council of Citizens Associations

• Article I, Name
  
  1. Name
     
  2. Alternate References
     
• Article II, Legal Status.
• Article III, Defined Area
  
• Article IV, Mission
  
  1. End
     
  2. Means
     
  3. Mode
     
• Article V, Membership
  
  1. General
     
  2. Names and Titles
     
  3. Membership Requirement
     
  4. Term of Membership
     
  5. Termination of Membership
     
• Article VI, Voting Privileges
  
• Article VII, Officers
  
  1. Designation of Elected Officers
     
  2. Eligibility
     
  3. Succession
     
  4. Removal
     
  5. Terms
     
• Article VIII, Duties of Officers
  
  1. President
     
  2. First Vice President
     
  3. Second Vice President
     
  4. Secretary
     
  5. Treasurer
     
• Article IX, Annual Meeting and Election of Officers
  
  1. Time of Meeting
     
  2. Nominating Committee
     
  3. Nominations
     
  4. Ballot Preparation
     
  5. Voting Procedures
     
  6. Assumption of Office
     
• Article X, Regularly Scheduled Meetings
  
• Article XI, Special Meetings
  
• Article XII, Committees
  
  1. General
     
  2. Executive Committee
     
  3. Standing Committees
     
     1. Land Use and Transportation Committee
        
     2. Budget and Finance Committee
        
     3. Education, Human Services; and Housing Committee
        
     4. Historic Preservation Committee
        
     5. Legislative Committee
        
     6. Parks and Recreation Committee
        
  4. Special Committees
     
• Article XIII, Quorum
  
  1. Annual Meeting
     
  2. Regularly Scheduled Meeting
     
  3. Special Meetings
     
  4. Executive Committee Meetings
     
  5. Standing Committee Meetings
     
  6. Special Committee Meetings
     
• Article XIV, Official Actions and Policy Issues
  
  1. Restricted Activities and Statements
     
  2. Official Statements of Position
     
  3. Attendance at Meeting
     
  4. Closed Session
     
  5. Access
     
• Article XV. Dues and Finances
  
  1. Fiscal Year
     
  2. Purpose of Dues
     
  3. Amount of Dues
     
  4. Payment of Dues
     
  5. Fiscal Control
     
• Article XVI, Conduct of Meetings
  
  1. Agenda
     
  2. Rules
     
  3. Motions
     
  4. Subsequent Meeting Notice
     
• Article XVII, Amendments
  
• Article XVIII, Effective Date
  
• Article XIX, Dissolution
  

By-Laws

• Article I, Name.

  1. Name.

     The name of the organization shall be the Sully District Council of Citizens Associations.

  2. Alternate References.

     The Sully District Council of Citizens Associations shall be referred to within this document as the Council. The Sully Magisterial District shall be referred to within this document as Sully District.

• Article II, Legal Status.

  The Council shall be incorporated, as a non-profit organization, under the regulations of the State Corporation Commission of the Commonwealth of Virginia. The elected officers of the Council shall comply with all requirements of the Virginia Corporation Commission and with the laws and regulations of the Commonwealth of Virginia and the County of Fairfax to maintain this legal status at all times.

• Article III, Defined Area.

  The Council shall encompass the geographical area of Sully District of Fairfax County. Should the boundaries of Sully District be adjusted in the future, the area of the Council shall automatically change accordingly.

• Article IV, Mission.

  1. End.

     The Council shall be a non-sectarian, non-partisan body organized for the purpose of facilitating the efforts of the citizens, civic, and community associations and organizations located within Sully District. The Council shall focus on promoting the quality of life, the community spirit, and the general welfare of individuals, organizations, and businesses located within Sully District. The Council shall also promote the protection of environmental values and the development of a sense of unity of purpose throughout Sully District.

  2. Means.

     These efforts shall be carried out by the Council through educational, legislative, charitable, cultural, community, civic, and related activities. The Council shall also serve to provide a forum for the exchange of ideas and information in mutual support of its efforts and the general good of the community.

  3. Mode.

     The Council shall be cognizant at all times of the existence and autonomy of the various citizen, civic, and community groups, both individual and collective, also located within Sully District. There shall be no efforts made by the Council to usurp the rights and activities of such groups, and the Council shall always stand ready to assist and support their endeavors for the common good. No part of the Council activities shall include the promotion of a specific commercial, religious, or politica1 group or individual.

• Article V, Membership.

  1. General.

     Membership in the Council shall consist of those associations which meet the Council membership requirements, have applied for Council membership, have been approved and confirmed, and are current in the payment of their annual dues.

  2. Names and Titles.

     The term “association” is used genetically herein to refer to any organization that is eligible for membership in the Council. This term will include a variety of citizen, civic, and community groups, associations, and organizations in Sully District. Throughout this document, the term, “member association(s)” shall refer to those associations in good standing.

  3. Membership Requirement.

     Candidates for Council membership shall be those associations which are based within, and which conduct the majority of their activities within, Sully District, and which meet the following additional conditions of membership:
     1. The association shall be organized for non-partisan, non-sectarian, civic activity and no substantial part of its objectives shall be the promotion of commercial enterprise. The stated geographical boundaries of the association shall not conflict with those of other associations in the Council organized along the same general membership lines.
     2. The association may consist of a single organized group or it may be a composite or coalition, which consists of two or more individual groups and/or many individuals with a common civic purpose.
     3. The association shall have a minimum of ten (10) members. A composite/coalition type organization may have at least ten (10) individual members, or represent organizations that have a minimum of ten (10) members.
     4. If the association is organized with the focus of its activities being the general welfare of its included residents (such as a typical “Homeowners Association”), its membership may consist of owners or renters, residing in either single or multifamily housing. An association shall have the majority of its residences located within Sully District.
     5. A majority affirmative vote of the Council membership present and voting at an annual, regular, or special meeting is required to admit an applying association to membership.

  4. Term of Membership.

     Membership shall be continuous subsequent to admission. Member associations shall he considered in good standing when current in the payment of annual dues to the Council, unless a change of geography, purpose or activities shall prohibit its inclusion in the Council.

  5. Termination of Membership.

     1. Membership may be terminated for failure to comply with the membership requirements of Article V, Sections 3 and 4, by withdrawal from the Council, or for non-payment of dues.
     2. Termination of membership for cause shall require a majority vote by the Executive Committee.
     3. A reapplying association whose membership in the Council was previously terminated for cause shall require, for reinstatement, a majority vote of the Executive Committee.
     4. Representatives and Alternates. Each association shall name a primary representative to the Council. The representative will participate in the business of the Council and will cast the vote of his or her association. Each association may also appoint an alternate representative to attend, participate, and vote at Council meetings when the primary representative cannot be present. The names of the primary and, if appointed, alternate representatives shall be provided to the Council on the association’s annual membership application. The Council shall be notified promptly of any change in representatives.

• Article VI, Voting Privileges.

  Member associations shall have one vote in the general membership body of the Council.

• Article VII, Officers.

  1. Designation of Elected Officers.

     The elected officers of the Council shall be a President, First Vice-President, Second Vice-President, Secretary and Treasurer.

  2. Eligibility.

     Each elected officer of the Council shall be a representative of a member association, and shall be a resident of Sully District.

  3. Succession.

     In the event of the resignation, ineligibility, or incapacity of an officer of the Council, a successor shall be chosen by the Executive Committee and that choice shall be placed before the Council membership for ratification, by majority vote, at the next regular or special meeting.

  4. Removal.

     An officer of the Council may be removed from office for cause. Charges leading to the cause for removal shall be presented in writing to the Executive Committee and the officer in question. The Executive Committee shall meet within two (2) weeks of the receipt of charges. The officer shall be permitted to defend against said charges prior to an Executive Committee vote on the recommendation for removal. If the vote is affirmative, the officer in question may resign, otherwise the recommendation shall be taken to the Council. The officer may again defend against such charges. An affirmative vote of two-thirds (2/3) of the representatives present and voting at a regular or special meeting is required for removal.

  5. Terms.

     The length of term shall be one-year for all elected officers. At the end of each term, all Council officers will turn over their accumulated Council documents and files to their respective successor.

• Article VIII, Duties of Officers.

  1. President.

     The President shall be the Chief Executive Officer of the Council and shall preside at all annual, regular, and special meetings of the Council. The President shall serve as the Chairman of the Executive Committee and shall preside at Executive Committee meetings. The President shall serve as the Council Alternate Representative to the Fairfax County Federation of Citizens Associations.

  2. First Vice President.

     The First Vice President shall perform all of the duties of the President in the latter’s absence or inability to act, and shall assist the President in the discharge of the latter’s official duties. The First Vice President shall serve as the Council Representative to the Fairfax County Federation of Citizens Associations, and shall sit on that organization’s Board of Directors.

  3. Second Vice President.

     The Second Vice President shall assist the President and the First Vice President in the performance of their assigned duties. The Second Vice President shall serve as the Membership Chair of the Council and shall locate existing or newly formed associations, which are eligible for membership in the Council; shall solicit such associations for membership, and shall assist associations interested in becoming members of the Council. The Second Vice President shall preside at Council meetings in the absence of both the President and the First Vice President.

  4. Secretary.

     The Secretary shall maintain a complete and correct record of the proceedings of the Council. This record shall include all official actions and motions passed by the members at annual, regular, or special meetings, and at meetings of the Executive Committee. The Secretary shall conduct all correspondence of the Council as directed by the President the Executive Committee, or by majority vote of the membership. This will include meeting notices. The Secretary shall file copies of all correspondence, notices, minutes, and other documents of the Council’s actions for preservation. The Secretary shall maintain current lists of the Council membership and of the memberships of standing and special communities.

  5. Treasurer.

     The Treasurer shall be responsible for the collection of annual dues and shall establish a record that will enable the other officers and interested members to readily determine those associations that are members in good standing. The Treasurer shall be the custodian of the funds of the Council and shall render a report on the financial status of the Council, to include its receipts and disbursements, at regular and annual meetings or at any other time at the direction of the President or upon the written request of any member association. The financial books of the Council shall be audited within thirty (30) days following the end of each fiscal year. During the final month of each fiscal year the Treasurer shall ask the President to appoint a special committee to perform the required audit.

• Article IX, Annual Meeting and Election of Officers.

  1. Time of Meeting.

     The annual meeting of the Council shall be held in June of each year at a date, time, and place to be specified by the President. That information, the slate of candidates, and the preliminary agenda, shall be disseminated in a “Notice of Annual Meeting” which is to be sent to the membership by the Secretary not later than twenty (20) days before said meeting is to take place.

  2. Nominating Committee.

     A Nominating Committee, consisting of at least three representatives of member associations who are not interested in running for office at the annual meeting, shall be selected by the President not later than sixty (60) days prior to the annual meeting to provide sufficient time for members interested in applying for one or more offices to contact the Nominating Committee before the slate is completed.

  3. Nominations.

     The Nominating Committee shall select one or more candidates for each of the five offices of the Council. The Secretary will include this information in the Notice of Annual Meeting. When more than one name is listed beside a given office, the names shall be in alphabetical order and the Nominating Committee will not indicate a preference. Nominations may also be made from the floor during the annual meeting, up until the time when the nominations are individually closed for each office.

  4. Ballot Preparation.

     Prior to the annual meeting, the Second Vice President shall prepare paper ballots, which will contain in alphabetical order, all names submitted by the Nominating Committee for all offices. Adequate space shall be available on the ballots for the voting representatives to write-in any additional names which might be nominated from the floor. The Second Vice President shall bring to the annual meeting a set of ballots equal to at least five times the number of member associations expected to be represented at the meeting.

  5. Voting Procedures:

     1. The elected offices of the Council shall be individually voted on and filled in the following order: President, First Vice President, Second Vice President, Secretary, and Treasurer.
     2. The Second Vice President shall disseminate the ballot for the office of President to cast member association’s voting representative.
     3. The President shall then entertain nominations from the floor for the office of President and, if any eligible nominations are received and seconded, will direct those holding ballots to write the additional name(s) on the ballot.
     4. Once nominations have been closed, the President will first permit brief comments from the candidates and/or the floor, and will then direct those holding ballots to vote.
     5. When the ballots have been collected and the votes tabulated, the President will announce the results. During the counting process, ballots for the office or First Vice President may be distributed.
     6. The candidate receiving the highest number of votes is elected. Should there be a tie, there shall be an immediate run-off election between those candidates. Runoff ballots shall be a slip of plain paper provided by the Second Vice President and each voting representative shall write in the name of the one candidate for whom they cast their vote.
     7. The above procedures will be followed for each Council office in turn. These sequential procedures provide an opportunity for any individual who ran for, but was not elected to, a previous office to be nominated (with that individual’s concurrence) from the floor for one or more subsequent offices.
     8. Should there be only one nomination for a particular office after the nominations for that office have been closed, the President shall instruct the Second Vice President to cast a unanimous vote for that candidate, and no further balloting for that office will be required.

  6. Assumption of Office.

     Installation of the newly elected officers shall be the last order of business at the annual meeting.

• Article X, Regularly Scheduled Meetings.

  In addition to the annual meeting in June, the Council shall meet monthly, taking a hiatus dining the months of July and August. The date, time, and place shall be included in a “Notice of Regular Meeting” which is to be sent to the membership by the Secretary not later than twenty (20) days before said meetings.

• Article XI, Special Meetings.

  Special meetings may be called at the discretion of the President, a majority vote of the Executive Committee, or upon the written request of at least twenty (20) percent of the member associations. The Secretary shall notify the membership as to the date, time, place, and purpose of such a meeting by preparing a “Notice of Special Meeting’ which is to be sent out at least twenty (20) days before the special meeting is to take place. The business conducted at a special meeting shall be restricted to the purpose(s) for which that meeting was called.

• Article XII, Committees.

  1. General.

     The mission of the Council shall be achieved primarily through the activities of the Council, the Executive Committee and Standing Committees. The President may establish special committees as deemed necessary. The Executive Committee shall appoint the chair and members of standing and special committees. All committees shall prepare reports of their activities that shall be presented to the Council at regularly scheduled monthly meetings as well as the annual meeting.

  2. Executive Committee.

     The Executive Committee consists of the five elected officers of the Council; the Chair of each Standing Committee; and, in a non-voting advisory role, the immediate Past President of the Council. The Executive Committee will conduct official business, take actions, formulate policies, issue guidance, and express opinions that best achieve the stated mission of the Council. All members of the Executive Committee present may vote, except that the presiding officer (President, First Vice President, or Second Vice President) will vote only to break ties. The Executive Committee shall meet at the call of the President.

  3. Standing Committees.

     The Chair of each Standing Committee shall be a representative to the Council. Up to fifty (50) percent of the total membership of any Standing Committee may consist of volunteers from member associations. All Standing Committee members may vote therein. Ability, experience, and willingness to participate will be primary considerations in the selection of each Standing Committee Chair and its members. However, the President and other Council officers will also attempt, whenever practical, to achieve some degree of balance along the lines of the geography and population distribution of Sully District. Standing Communities shall meet at the call of their respective chair, and as directed by the President, unless otherwise noted. Standing Committees shall report findings and recommendations to the Executive Committee and Council as a whole. The following may be Standing Communities of the Council.

     1. Land Use and Transportation Committee.

        The Land Use and Transportation Committee shall examine and evaluate proposals for development, public transportation and road systems, and review the impact of development on traffic and transportation, which would have a significant impact on Sully District. The members of the Committee shall be fully informed on the Fairfax County Comprehensive Plan as it applies to Sully District, and shall be knowledgeable in County procedures for moving development proposals through the approval process. The Committee shall review and evaluate transportation policies of the Commonwealth of Virginia and the County of Fairfax. The Land Use and Transportation Committee shall be prepared to offer advice, upon request, directly to associations and other organizations in Sully District as to actions that they can take to approve, modify, or oppose proposed projects that might directly affect their areas of concern. The Committee shall monitor proposals for the establishment of Special Task Forces and other groups being formed for land use purposes and to conduct transportation studies. The Committee shall meet monthly and as directed by the President. The Land Use and Transportation Committee shall report monthly to the Council its findings and recommendations on major projects, its suggestions for applying for membership on new Task Forces, and its summaries of any instances of advice given to associations or other organizations.

     2. Budget and Finance Committee.

        The Budget and Finance Committee shall review and monitor the budget of Fairfax County, and the County’s revenue and taxation policies and their effect upon Sully District.

     3. Education, Human Services; and Housing Committee.

        The Education, Human Services, and Housing Committee shall review the policy and progress of the Fairfax County School Board and the effect of its actions upon Sully District. The Committee shall review and evaluate the policies and programs of the Fairfax County Library System. The Committee shall review housing needs and evaluate County housing policies that apply to Sully District. The Committee shall examine and evaluate Human Services needs, policies, and programs in Fairfax County and Sully District.

     4. Historic Preservation Committee.

        The Historic Preservation Committee shall review and evaluate the status and treatment of existing and potential historic districts, sites, and facilities within Sully District. The Committee shall evaluate the impact of development projects on historic preservation efforts in Sully District, and will monitor the activities of the County Architectural Review Board and related State and County Agencies, which might also affect those preservation efforts.

     5. Legislative Committee.

        The Legislative Committee shall be responsible for monitoring and evaluating proposed or pending legislation before the General Assembly of Virginia that might affect Sully District. The Committee shall also monitor the status of proposed changes to the Fairfax County Code and other legal matters before the Fairfax County Board of Supervisors.

     6. Parks and Recreation Committee.

        The Parks, and Recreation Committee shall review and evaluate the policies and programs of the Fairfax County Park Authority, the Northern Virginia Regional Park Authority, Council on the Arts, and similar agencies and programs.

  4. Special Committees.

     The President may appoint Special Committees as required to conduct Council business of a temporary nature. The appointed Chair of a Special Committee shall report on the activities of that Special Committee at Council meetings. The Chair of a Special Committee does not sit as a voting member of the Executive Committee. Special Committees that will be appointed on an annual basis are the Nominating Committee and the Audit Committee. The membership on both of those Special Committees is restricted to the representatives of member associations. The composition of other Special Committees shall be at the discretion of the Executive Committee. Special Committees will meet at the call of its Chair and as directed by the President.

• Article XIII, Quorum.

  1. Annual Meeting.

     A quorum to vote at the annual meeting shall consist of representatives from at least twenty (20) percent of the member associations. In addition, there should be at least three Council Officers present.

  2. Regularly Scheduled Meeting.

     A quorum to vote at regularly scheduled meetings shall consist of representatives from at least fifteen (15) percent of the member associations. In addition, there shall be at least three Council officers present.

  3. Special Meetings.

     A quorum to vote at special meetings shall consist of representatives from at least twenty (20) percent of the member associations. In addition, there shall be at least three Council officers present.

  4. Executive Committee Meetings.

     A quorum to conduct business at the executive Committee Meetings shall consist of at least three Council officers.

  5. Standing Committee Meetings.

     The determination of a quorum to conduct business at any meeting of a Standing Committee shall be left to the discretion of that Standing Committee’s Chair.

  6. Special Committee Meetings.

     The quorum required to conduct business at meetings of a Special Committee shall be set by time President at the time the Committee is established.

• Article XIV, Official Actions and Policy Issues.

  1. Restricted Activities and Statements.

     The Council shall not engage in any sectarian or partisan activities. Officers or Committee Chairs shall not issue written or verbal statements regarding sectarian or partisan issues that purport to, or imply that, they reflect the position of the Council.

  2. Official Statements of Position.

     Statements reflecting the official positions of the Council shall be issued only by the President or by the President’s designee. However, neither the President nor the President’s designee shall issue any written or verbal statement on any issue, which purports to reflect, or implies that it reflects, the position of the Council, unless that position has previously been endorsed by vote of the Executive Committee and/or by vote of the membership at an annual, regular, or special meeting.

  3. Attendance at Meeting.

     All membership meetings of the Council, all Executive Committee meetings, and all Standing Committee meetings shall be open to the public. While anyone may attend, those individuals who are not members shall be permitted to speak only at the discretion of the individual conducting the meeting. Only representatives of member associations may vote.

  4. Closed Session.

     The only exception to the Council’s open meeting policy is if it becomes necessary for the Executive Committee to go into Closed Session on a sensitive matter such as to discuss the removal of an officer or member association for cause. Attendance at such a Closed Session is limited to Executive Committee members. Should a Closed Session be deemed necessary, the officer presiding at that annual, regular, special, or Executive Committee meeting will first announce the purpose of the Closed Session, and will state that only the one subject may be discussed. The use of Closed Session will be kept to an absolute minimum and the discussions that take place in Closed Session shall always be completed in a timely manner. Appropriate proceedings of the Closed Session shall be disseminated at the next Council meeting.

  5. Access.

     Member associations shall, have the absolute right to request and be granted complete and timely access to all records of the Council, including Executive Committee records.

• Article XV. Dues and Finances.

  1. Fiscal Year.

     The fiscal year of the Council shall begin on the first day of July and end on the last day of June of the following calendar year.

  2. Purpose of Dues.

     The Council is an all-volunteer organization; therefore, no salaries of any kind shall be paid. Among the purposes of the collection of membership dues are to insure that sufficient funds will be available for office supplies, reproduction and postage costs for the mailings to the membership.

  3. Amount of Dues.

     A set base amount of Twenty Dollars ($20.00) is hereby established for the annual membership dues. The amount of annual dues for each new fiscal year shall be proposed by the Executive Committee, and may be increased, decreased, or left unchanged. If no increased amount is involved, no vote of the membership is required. If the amount of dues is increased, the proposal of the Executive Committee shall require a simple majority affirmative vote of the representatives of member associations present and voting at the annual meeting.

  4. Payment of Dues.

     The annual dues shall become due and payable by or at the first regularly scheduled Council meeting of the fiscal year for that fiscal year. There will be no prorated dues payments for associations joining later in the year.

  5. Fiscal Control:

     1. The Treasurer shall maintain the official checking account of the Council in a federally insured bank that operates at least one branch within Sully District.
     2. Checks drawn on the Council checking account shall be signed by the Treasurer and one additional officer whose signature is on file at the bank for this purpose.
     3. The Treasurer shall deposit in the Council checking account all monies received in a timely manner.
     4. The Treasurer shall maintain a petty cash account not to exceed One-Hundred Dollars ($100.00). All funds placed in the petty cash account must have first been deposited in, and credited to, the Council checking account,
     5. Funds may be legitimately expended for normal operating expenses such as paper supplies, reproduction costs, and postal charges. A written request for reimbursement of expenses for these items, up to $100.00, can be authorized by the signature of the President. Reimbursement for other purposes shall require a majority vote of the representatives of member associations present at an annual, regular or special meeting.
     6. If a legitimate expenditure is in an amount, over One-Hundred Dollars ($100.00), a written request shall have the signature of three officers.
     7. If a legitimate expenditure is in an amount of more than One-Hundred Dollars ($100.00) it must be authorized by a majority vote of the Council. The President shall sign the written request with the words, “authorized by the Council” and include the date of the affirmative vote.
     8. No financial obligation shall be incurred in the name of the Council in excess of the uncommitted funds available in the treasury.

• Article XVI, Conduct of Meetings.

  1. Agenda.

     The President shall determine the agenda for each annual, regular, and special meeting of the Council and for each meeting of the Executive Committee. The preliminary agenda for each annual, regular, or special meeting shall be provided to the membership by the Secretary in advance, in accordance with Articles IX, X, and XI of these By-Laws.

  2. Rules.

     Roberts’ Rules of Order, latest edition, shall be the parliamentary guide and shall govern the proceedings of all Council meetings when not in conflict with the specific provisions of these By-Laws. Should it be deemed necessary, the President may appoint a representative to serve as Parliamentarian.

  3. Motions.

     Motions may be submitted to the Executive Committee in writing. Motions may be initiated from the floor. The Council may act on the motion.

  4. Subsequent Meeting Notice.

     At the annual meeting, and at each, regular or special meeting, the President shall, as an agenda item, announce the date, time, and place of the next regular, special, or annual meeting.

• Article XVII, Amendments.

  These By-Laws may be amended by a two-thirds (2/3) vote of the representatives present and voting at an annual, regular, or special meeting, provided that the proposed amendment has been first submitted to the Executive Committee for a recommendation before it is presented before the membership and, that a notice of the proposed amendment, to include its full text, has been sent to all member associations at least thirty (30) days prior to the Council meeting at which the proposed amendment is to be discussed and voted upon.

• Article XVIII, Effective Date.

  These By-Laws shall become effective on the date on which they are approved by the membership of the Council.

• Article XIX, Dissolution.

  Upon dissolution, the assets of the Council shall be distributed to one or more qualified I.R.S. Section 501(c)(3) charitable organizations as determined by vote of the Executive Committee.