Revised Bylaws - March 14, 2002 Recommendations
I. MEMBERS
Sec. 1-1. Privileges and Responsibilities of Membership. The Membership shall meet periodically as further provided herein for the purpose of determining Committee of 100 on the Federal City [Committee] positions on public issues and to conduct other business, and annually to elect the Officers and Trustees of its Board of Trustees [Board].
Sec. 1-2. Membership. Membership in the Committee shall be by election of the Board. Candidates for membership shall be referred to the Membership Committee which shall report its recommendation to the Board at the next Board meeting. The Board shall announce new members at the next Membership meeting.
1-2.1 There shall be one class of members and all Members shall have equal voting rights.
1-2.2 Candidates for membership shall have demonstrated commitment to the purposes of the Committee as set forth in Article III of the Articles of Incorporation.
1-2.3 Membership fees may be proposed by the Board from time-to-time and, with 30 calendar days' prior notice to the Membership, shall be submitted for approval at the next Annual Meeting of Members.
1-2.4 Membership shall be renewed annually upon payment of the annual membership fee or, membership shall be perpetual if provision is made for lifetime membership fees.
Sec. 1-3. Meetings. The membership shall convene (a) monthly to determine Committee positions on public issues, to conduct other business of the Committee (b) annually, to elect members of the Board of Trustees and (c) periodically if a Special Meeting is requested.
1-3.1 Monthly Membership Meetings. Fifteen days before the first Monthly Meeting following each Annual Meeting, notice shall be given to the Members of the date, time and place of the year's schedule of monthly meetings.
(a) The Board may by Resolution omit meetings in July, August and December.
(b) Any Monthly Meeting date, time or place may be changed upon 15 calendar day's notice to the Members, except no notice need be given of cancellations caused by emergency.1-3.2 Annual Meeting. An Annual Meeting of Members shall be held in November or, if circumstances make postponement unavoidable, as soon thereafter as practicable, upon 15 calendar day's notice, at such place and time as the Board may prescribe, for the purpose of electing Trustees and Officers of the Committee for the following year and to conduct such further business as these By-Laws provide.
(a) A slate of candidates for Trustee and Officer positions shall be included in such notice and shall be presented by the Nominating Committee. Nominations may be made from the floor.
(b) A proposed budget for the forthcoming fiscal year shall be submitted to the membership for approval, as provided in Section 3.9.1-3.3 Special Meetings. On the written request of the Chairman, or of 12 Members, or of the chairman of any Subcommittee made to the Chairman of the Committee, the Chairman shall call a special meeting of Members.
(a) The meeting shall be called as soon as practicable.
(b) Members shall be given 21 calendar days' notice of the meeting and of the purpose for which the meeting is called.
1-4. Rules of Procedure. All meetings of Members shall be conducted under the following rules.
1-4.1 A Quorum shall consist of fifteen percent of paid Members.
1-4.2 No member may appear or vote by proxy or electronically.
1-4.3 Decisions of the membership shall be by Resolution of a majority of the Quorum except as provided in Sec. 4-10 [Amendment of the Articles of Incorporation].
1-4.4 Minutes shall be made of each Membership meeting and submitted for approval at the next Membership meeting.
1-4.5 In the event a Membership Meeting is unlikely to achieve a quorum of members because extraordinary circumstances have occurred, the Chairman shall reschedule the Meeting to another date with 15 calendar days' notice of the rescheduled date to the Membership.
Sec. 2-1. Board of Trustees. The affairs of the Committee shall be managed by a Board of Trustees, which shall consist of four Officers who shall be the Chairman, 1 Vice-Chairman, the Secretary, the Treasurer, and 15 Trustees. The immediate past Chairman also shall serve ex-officio as a Trustee for a one-year period.
2-1.1 No Member shall serve on the Board more than 8 consecutive years in any capacity or combination of capacities.
2-1.2 No Member shall serve as Trustee or Officer if he/she is a member of an adjudicative body or a policy-level staff member at an agency whose work the Committee reviews.
2-1.3 No Trustee or Officer shall participate in discussion of, or vote on, any matter in which he/she or his/her spouse has a financial interest.
2-1.4 Any Trustee or Officer may resign at any time. The resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of receipt of the request by the Chairman of the Committee. Formal acceptance of a resignation shall not be necessary to make it effective.
Sec. 2-2. Officers. The Chairman, Vice-Chairman, Secretary and Treasurer shall be elected for a term of one year at the Annual Meeting as provided in Article I.
2-2.1 Qualifications. The Chairman and Vice-Chairman shall have served at least two years as Trustee at any time prior to election as Chairman or Vice-Chairman. The Secretary and the Treasurer shall have served at least one year as Trustee at any time prior to election as Secretary or Treasurer.
(a) Vacancies in the office of Chairman or Vice-Chairman shall be filled by election of the Members at the next Monthly Membership meeting or at any earlier Special Meeting called for the purpose. Notice of the election and the name of the nominee shall be provided to the membership 15 calendar days before the meeting and election shall occur in the same manner as an election at the Annual Meeting.
(b) Vacancies in the office of Secretary or Treasurer shall be filled by appointment by the Chairman.
(c) No person may hold 2 offices on the Board.2-2.2 Responsibilities. Officers shall have the following responsibilities.
(a) Chairman. The Chairman of the Committee shall be the chief executive officer of the Committee and shall have general management and direction of the business of the Committee and all powers ordinarily exercised by and vested in the office of President of a corporation. He shall preside at all meetings of the members if present thereat, and at all meetings of the Board. Except as the Board shall authorize the execution thereof in some other manner, he shall sign and execute bonds, mortgages, deeds, and other contracts and instruments in the name of the Committee.(b) Vice-Chairman. In the absence or disability of the Chairman, the Vice-Chairman shall exercise the powers and perform the duties of the Chairman and he shall exercise such other powers and perform such other duties as shall be prescribed by the Board.
(c) Secretary. The Secretary shall keep the minutes of all proceedings of the Trustees and of the Members; he shall attend to the giving and service of all notices to the Trustees and Members or other notice required by these By-laws; he shall affix the seal of the Committee to deeds, contracts and other instruments in writing requiring a seal, when duly signed or when so ordered by the Board; he shall have charge of the membership rolls, minutes of Trustee Meetings, Membership Meetings, and Subcommittee Meetings, and such other books and papers as the Board may direct, and he shall perform all other duties incident to the office of Secretary.
(d) Treasurer. The Treasurer shall have custody of all funds, securities and evidence of indebtedness of the Committee; he shall receive and give receipts and a quittances for moneys paid in on account of the Committee, and shall pay out of the funds on hand all bills, payrolls, and other just debts of the Committee, of whatever nature upon maturity; he shall enter regularly in books to be kept by him for that purpose, full and accurate accounts of all moneys received and paid out by him on account of the Committee, and he shall perform all other duties incident to the office of Treasurer and as may be prescribed by the Board. The Treasurer shall propose to the Board of Trustees the recommended dues for the coming year.
Sec. 2-3. Trustees. Trustees shall be elected to serve a term of 2 years, as provided in Article I.
2-3.1 No Member may serve as Trustee more than 3 consecutive terms. A Member who has served 3 consecutive terms as Trustee may again be elected Trustee following a one-year absence from the Governing Board.
2-3.2 As a general rule eight Trustees shall be elected in even-numbered years; seven Trustees shall be elected in odd-numbered years.
2-3.3 A vacancy in any Trustee term shall be filled for the period until the next Annual Meeting by a majority vote of the Board at the Board's next meeting. The balance of the term of a Trustee whose term extends beyond the year of his/her resignation shall be filled by election of the membership at the Annual meeting.
Sec. 2-4. Board Procedures. Subject to the limitations of this section, the Board shall adopt rules and regulations for the conduct of its meetings, the exercise of its powers, and the management of the affairs of the Committee, not inconsistent with the laws of the District of Columbia, the Articles of Incorporation, or these By-Laws. The rules and regulations shall be reported the membership not later than 15 days prior to the next meeting of the membership, as further provided herein.
2-4.1 Meetings. Meetings of the Board may be held either within or without the District of Columbia. Regular meetings of the Board may be held without notice at such places and times as shall be determined from time to time by resolution of the Board. Special meetings of the Board may be called by the Chairman or by the Secretary on the written request of any two Trustees on at least two days' notice to each Trustee and shall be held at such place or places as may be determined by Board, or as stated in the call of the meeting.
(a) Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all members of the Board then in office consent thereto in writing and the writing or writings are filed with the minutes of the proceedings of the Board.(b) Members of the Board may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.
(c) The Board shall not constitute an Executive Committee.
(d) No Board Member may attend or vote by proxy.
2-4.2 Resolutions/Quorum. A majority of the number of Officers and Trustees in office shall constitute a quorum for the transaction of business.
(a) Resolutions of the Board shall require the affirmative vote of a majority of the Trustees at a meeting at which a quorum is present unless a greater number is required by the Laws of the District of Columbia or by the Articles of Incorporation or by these By-Laws.(b) If at any meeting of the Board less than is quorum present, a majority of Board members present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the adjourned meeting.
(c) The Minutes of Trustee meetings shall include the vote of each member on each Board Resolution.
2-4.3 No Officer or Trustee shall receive any salary or other compensation for his/her service on the Board. Nothing herein contained shall be construed to preclude any Officer or Trustee from serving the Committee in any other capacity as an officer, agent or otherwise, and receiving compensation therefore.
Sec. 3-1. The Committee shall have the following Standing Subcommittees
Policy Subcommittees:Historic Preservation
Housing and Neighborhoods
Parks and Environment
Planning
Transportation
ZoningOrganizational Subcommittees:
Communications
Finance and Administration
Membership
Nominating
Program
3-2. Rights and Responsibilities. Each Standing Subcommittee shall inform and otherwise advise the Trustees and Membership on its activities and shall recommend policy positions and any other appropriate action on matters within its jurisdiction. The Chairman of such Subcommittee or his delegate shall be present at each Membership Meeting to report on its activities.
3-3. Subcommittee Membership. The Chairman shall appoint the chairman of each subcommittee. Chairmen of Subcommittees need not be a Trustee, provided that each Subcommittee shall have at least one Trustee as a member, except for the Nominating Subcommittee, as herein after provided. All Members will participate in Subcommittees to the extent possible.
3-4. Meetings.
3-4.1 Each Subcommittee shall meet at least quarterly, or more often as necessary.
3-4.2 At its first meeting each Subcommittee chair shall establish such rules of procedure as it deems necessary for the conduct of its business.
3-4.3 Each Subcommittee shall maintain minutes of its proceedings, which shall be available to Subcommittee members and any Member who makes a request for minutes.
3-5. Policy. No policy statements or reports of a Subcommittee shall be disseminated to the public unless they reflect only previously approved Committee positions. Other policy statements and reports of a Subcommittee shall be referred to the Trustees for the consideration and submitted for approval to the Members at the next Membership meeting with the recommendation of the Trustees.
3-6. Removal. Members of a Subcommittee may be removed at any time, with or without cause by the Chairman of the Committee.
3-7. Amendment. Standing Subcommittees may be created or changed only by amendment of this By-Laws by the Members.
3-8. Nominating Subcommittee. The Chairman of the Committee shall appoint all members of the Nominating Subcommittee annually. The Nominating Subcommittee shall have five Members, only two of whom may be Trustees. No member of the Nominating Subcommittee shall be nominated to serve as a Trustee or Officer. The Nominating Subcommittee shall provide its nomination to the Members of the Committee in the Notice of Annual Meeting.
3-9. Finance and Administration. Shortly after the close of fiscal year of the Committee, the Finance and Administration Subcommittee shall prepare a financial report of the preceding year and a proposed budget for the current year. Such report and budget shall require approval by the Trustees and the Members.
3-10. Other Subcommittees. The Trustees may from time to time create one or more temporary subcommittees which subcommittees shall have such rights and responsibilities as determined by the Trustees. The Chairman of the Committee shall name the Chairman of the temporary subcommittee and such members of the subcommittee as may be necessary to carry out its mission. To the maximum extent possible such temporary subcommittees shall be treated as Standing Subcommittees.
Sec. 4-1. Offices. The Committee may have offices and places of business, within or without the District of Columbia, as shall be determined by the Board, and it shall maintain a Registered Agent and Registered Office.
Sec. 4-2. Seal. The Board may provide a suitable corporate seal which shall be in the charge of the Secretary and shall be used as authorized by these By-Laws. The seal shall have inscribed thereon the name of the Committee, the year of incorporation and the words "District of Columbia Corporate Seal."
Sec. 4-3. Fiscal Year. The fiscal year of the Committee shall be from January 1 through December 31.
Sec. 4-4. Depositories, Checks, etc. The Funds of the Committee shall be deposited in such bank or trust company as shall be determined from time to time by the Board, and checks, notes, and drafts, bills of exchange and orders for the payment of money shall be signed or endorsed in such manner and by such Officer or Officers, agent or agents of the Committee as shall be determined by the Board.
Sec. 4-5. Notice. Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated. Any notice so required shall be deemed to be sufficient if given by depositing the same in a post office or post box in a sealed post-paid wrapper, addressed to such Member, Officer or Trustee at the last known post office address thereof according to the books of the Committee. Notice shall be deemed to have been given on the day of such deposit.
Sec. 4-6. Notice and Waiver of Notice. Whenever any notice is required to be given under these By-Laws, a waiver thereof in writing signed by the person(s) before or after the meetings, shall be deemed equivalent to the giving of such notice.
Sec. 4-7. Minutes. Copies of all Member, Trustee and Subcommittee meetings shall be distributed to the Members, Trustees and Subcommittee members no less frequently than monthly. Minutes shall contain sufficient information to allow any Member, Trustee, or Subcommittee member who was not in attendance to understand the deliberations, the actions taken (if any) and the reasons therefore. Minutes of Board meetings shall include a record of Trustee attendance and the vote cast by each Trustee for each matter put to a vote. The Secretary shall keep all minutes required by this Subsection with the records of the Committee.
Sec. 4-8. Director and Officer Liability Insurance. Director and Officer Liability Insurance shall be purchased and maintained at all times for Trustees and Officers of the Committee.
Section 4-9. By-Law Amendments. These By-Laws may be altered, amended or repealed or new By-Laws adopted by a majority vote of a quorum of Members at a duly called meeting at which notice of the proposed amendments has been given.
Section 4-10. Amendment of the Articles of Incorporation. The Articles of Incorporation may be amended by a two-thirds vote of a quorum of the Members at a duly called meeting at which the proposed amendment or a summary of the changes to be effected thereby is given to each Member.