ARTICLE I - NAME
The name of the corporation is Center City Residents' Association of Philadelphia.
ARTICLE II - COMMUNITY
The community with which the corporation shall be primarily concerned shall be the area encompassed by South Street, Broad Street, John F. Kennedy Boulevard and the Schuylkill River in the City of Philadelphia, Pennsylvania.
ARTICLE III - OBJECT
The object of the corporation shall be to make the community and its environs a better place to live, work, and pursue educational, cultural and recreational activities through cooperative action of the residents. The corporation may join or cooperate with others in achieving these ends.
ARTICLE IV - MEMBERSHIP
There shall be three classes of membership in the corporation as follows:
A. Resident Membership: Membership in this class shall be open to any individual who is a bona fide resident of the community delineated in Article II. Members of this class shall have all of the rights, privileges and powers accorded to members of any other class and shall have the right to vote on all matters that may come before the membership of the corporation, including the election of officers and directors.
B. Non-Resident Membership: Membership in this class shall be open to any individual not a bona fide resident of the community delineated in Article II, excepting those who qualify for commercial membership. Non-resident members shall have all of the rights, privileges and powers of the members of any other class other than the right to vote or to become an officer or director, except such rights and privileges exclusively accorded to resident members by a majority vote of the Board.
C. Commercial Membership: Membership in this class shall be open to any individual or entity not qualifying for resident membership but owning real property or doing business within the community. Commercial members shall have all of the rights, privileges and powers accorded to members of any other class other than the right to vote or to become an officer or director, except such rights and privileges exclusively accorded to resident members by a majority vote of the Board. An individual holding a Commercial Membership who is a bona fide resident of the community delineated in Article II shall also be entitled to all of the Resident Membership rights, privileges, and powers, including the right to vote or to become an officer or director.
ARTICLE V - MEMBERSHIP MEETINGS AND ELECTION OF OFFICERS AND DIRECTORS
A. The annual meeting of the corporation shall be held in the month of May at a time and place designated by the Board, or, if the Board shall fail to act, by the President. Additional meetings shall be held as determined by the Board or by the President, and shall be called by the President on the written application of any twenty-five members.
B. Written notice stating the time and place of the annual meeting shall be sent to all members at least ten (10) days in advance and of other meetings at least one (1) week in advance. Where these Bylaws require a notice or other matter to be “written” or be provided “in writing,” the use of email or other communication technology designed to allow text to be read on a screen or reduced to print shall suffice, unless the specific provision states otherwise.
C. Fifty (50) voting members of the corporation shall constitute a quorum.
D. Only persons who are resident members of the corporation may be nominated for or become officers or directors. The President, Executive Vice President and four Vice Presidents shall be nominated from among those resident members who shall have previously served at any time as an officer or director of the corporation. Directors and officers must remain resident members throughout their terms in office; provided, however, if a Director moves from the community designated in Article II to another residence within the City of Philadelphia, such Director may remain a Director until the end of the then-current fiscal year ending June 30th. If any Board member shall lapse for failure to pay dues, he/she may be reinstated by promptly paying membership dues retroactive to the date of lapse. In all cases, if the President, Executive Vice President or any other Vice President move from the territory of the organization, he/she shall be deemed to have resigned effective as of such relocation.
E. All officers shall be elected at the annual meeting held in odd-numbered years and shall serve for terms of two years or until their successors are duly qualified. No officer who has served a full elected term of two years shall be eligible to serve in the same office for more than three (3) consecutive terms.
F. Seven directors shall be elected at each annual meeting for terms of three years or until their successors are duly qualified. No director who has served a full elected term of three years shall be eligible to serve as director for more than two (2) consecutive three-year terms. In voting for directors, a member may cumulate votes by giving all seven votes to one candidate or distributing votes among two or more candidates.
G. Officers and directors who are elected at each annual meeting shall take office on July 1 following their election.
ARTICLE VI - DIRECTORS
A. Supervision of the affairs of the corporation shall be vested in a Board of Directors consisting of the officers and twenty-one (21) directors. Officers and directors shall be full and equal members of the Board of Directors, all of whom shall have the right to vote and to be counted in determining a quorum. Sixteen (16) members of the Board shall constitute a quorum.
B. At least eight meetings of the Board shall be called in each fiscal year at times designated by it or, if the Board does not act, then at the call of the President. Additional meetings may be called, at any time, by the President or shall be called by the President on the written application of any ten (10) members of the Board.
C. Written notice of the time and place of any meeting of the Board shall be sent to all members of the Board at least five (5) days in advance.
D. All ex-presidents of the corporation who are resident members shall be ex-officio members of the Board of Directors with voting privileges; provided, however, that such voting privileges are conditioned on the ex-president having attended at least two (2) out of the five (5) Board meetings prior to the meeting at which votes are taken.
E. During their terms as chairs of the Zoning Committee, the co-chairs of the Zoning Committee shall be ex-officio members of the Board of Directors with voting privileges.
F. Board Meetings are open to members.
G. Board Meetings shall be governed by the Rules of Order attached to these Bylaws as Appendix “A.”
ARTICLE VII - OFFICERS
A. The officers of the corporation shall be a President, Executive Vice President, four Vice Presidents of equal rank, Secretary, Treasurer, Assistant Secretary and Assistant Treasurer.
B. The President shall be the chief executive officer of the corporation; shall preside at all meetings of the membership, the Board of Directors and the Executive Committee; shall have general and active management of the affairs of the corporation; shall see that all orders and resolutions of the Board are carried into effect; shall execute in the name of the corporation all bonds, mortgages and other contracts to be entered into by the corporation; shall have the right, after approval by the Board, to appoint office staff , legal counsel, an accountant and such other agents, consultants and advisers, who may receive such compensation and emoluments as may be designated by the Board; shall be an ex-officio member of all committees; shall have the right to delegate and recall such powers and functions to the Executive Vice President as are appropriate; shall be the official spokesperson for CCRA except when delegating that responsibility to another member; and shall have the general powers and duties of supervision and management usually vested in the office of president of a Pennsylvania nonprofit corporation.
C. The Executive Vice President shall have such powers and functions as the President may delegate and shall succeed to all of the powers and functions of the President upon the death, resignation, removal or incapacity of the President.
D. The Vice Presidents shall have such powers and functions as may be designated from time to time by the President.
E. The Secretary shall attend all meetings of the membership, the Board, and the Executive Committee and act as clerk thereof, and record all the votes of the corporation and the minutes of its meetings. The Secretary shall give, or cause to be given, notice of all meetings of the membership, of the Board of Directors and of the Executive Committee, and shall perform such other duties as may be designated by the President.
F. The Treasurer shall keep full and accurate accounts of receipts and disbursements. The Treasurer shall render to the President and Directors, at the regular meetings of the Board and to the Executive Committee at its meetings or whenever they may require it an account of the financial condition of the corporation, and submit summary statements of receipts and expenditures and all other disbursements to the Board at its regular meetings.
G. The Assistant Secretary shall have such powers and functions as may be delegated by the Secretary and shall succeed to the office of Secretary upon the death, resignation, removal or incapacity of the Secretary.
H. The Assistant Treasurer shall have such powers and functions as may be delegated by the Treasurer and shall succeed to the office of Treasurer upon the death, resignation, removal or incapacity of the Treasurer.
I. Any officer may be suspended from office by a two thirds vote of the Board, provided written notice has been sent to all members of the Board at least one (1) week in advance stating the time and place of the meeting and the proposed removal of the designated officer. In the event of any such suspension, the powers and duties of the office shall temporarily vest in the successor to the office designated in these bylaws, or in the event no such designation is provided, then to such person as shall be designated by the Board. No officer shall be entitled to vote upon the question of his or her removal.
ARTICLE VIII - FINANCES
A. An expenditure of the corporation's funds or a financial commitment in its name of five hundred dollars ($500) or more shall be made only if the expenditure or commitment is either approved by specific resolution of the Board or the Executive Committee or is made pursuant to an itemized budget approved by the Board. No commitments may be made nor funds withdrawn from any bank or savings account of the corporation except upon a check, draft, or order signed by any two of the following officers: the President, Executive Vice President, Vice Presidents, Treasurer or Secretary. Expenditures beyond that which are not part of the adopted budget shall require board approval.
B. The Finance Committee, after consultation with the Executive Committee, shall submit to the Board for its approval an itemized budget of projected income and expense for the next fiscal year.
C. Dues for the various classes of membership shall be as determined by the Board from time to time and shall be billed on an annual basis. No member whose dues for the then current year that have not been paid in full shall be entitled to vote. The Executive Committee may discount membership dues on such terms as it believes appropriate for the purpose of retaining existing members or attracting new members.
D. All officers and the executive secretary may be bonded by a responsible bonding company in an amount determined by the Board to be appropriate, from time to time, to the extent that such bond is available and obtainable at reasonable rates.
ARTICLE IX - COMMITTEES
A. Standing Committees: The Standing Committees of the corporation shall be the Executive, Nominating, Finance and Zoning Committees.
1. The Executive Committee shall consist of the President, the Executive Vice President, the four Vice Presidents, the Secretary, the Treasurer, and one member of the Board who shall not be an officer and shall be selected annually by the President with the approval of the Board. The Executive Committee shall have full power to act on behalf of the corporation in all matters requiring attention between meetings of the Board. Whenever possible, such action of the Executive Committee should be made subject to ratification by the Board as soon as reasonably practicable. In such case, the Executive Committee shall as soon as reasonably possible notify the Board in writing of its proposed action. If, within two (2) business days of receipt of such notice, five (5) or more non-Executive Committee members of the Board who otherwise would be eligible to vote on the issue provide written notice of their disagreement with the proposed action, the proposed action shall be suspended until considered at the next meeting of the Board where such consideration is feasible. Motions made by the Executive Committee that are binding on the corporation require majority approval of the full Executive Committee. The Executive Committee shall meet prior to each regular Board meeting. Additional meetings may be called, at any time, by the President. The minutes of each meeting of the Executive Committee shall be provided to the Board at or before the ensuing Board meeting.
2. The Nominating Committee shall consist of an odd number of at least five members, not less than three of whom shall be Board members. The Nominating Committee shall meet prior to the annual meeting and shall choose a slate of officers and directors to be nominated by the Nominating Committee at the annual meeting. To whatever extent reasonable, nominees should represent the geographic as well as other diversities of our resident community. This slate of officers and directors shall be communicated to the membership together with the notice of the annual meeting. Nothing herein contained shall, however, prevent any paid-up member from nominating any qualified individual member for director or officer who is in attendance at the annual meeting and is willing to serve.
3. The Finance Committee shall consist of up to five members: the Treasurer who shall serve as chairperson, the Assistant Treasurer, and up to three members in good standing who shall be selected annually by the President with the approval of the Board.
4. The Zoning Committee shall consist of two co-chairpersons who shall be selected by the President with the approval of the Board. The membership of the Zoning Committee shall be determined in accordance with guidelines prepared by the Zoning Committee and approved by the Board..
B. Other Committees: The corporation shall have such other committees as may from time to time be created by the Board. The resolution creating the committee shall specify its purpose and the authority of the committee.
C. Appointment of Committee Members: If a resolution of the Board creating a committee does not name its members or provide a method for naming them, the members shall be appointed by the President from among the members of the corporation.
D. Committee chairpersons not otherwise designated are appointed annually by the President.
ARTICLE X - VACANCIES
A. If any officer or director shall be absent from any three meetings of the Board in any fiscal year without excuse by the President (which excuse shall not be unreasonably withheld or delayed), that officer or director shall be deemed to have resigned from office and a vacancy shall be deemed to exist.
B. Except as otherwise specifically provided in Article VII, any vacancy on the Board or in any office shall be filled for the remaining term thereof by election of the Board. In the event that, pursuant to Article VII (C), the Executive Vice President shall have assumed the duties of President, the Board shall fill the then vacant position of Executive Vice President.
ARTICLE XI - FISCAL YEAR
The fiscal year of the corporation shall be from July 1 of each year to June 30 of the following year.
ARTICLE XII - AMENDMENT
All amendments to these bylaws shall be proposed to the membership by the Board of Directors and shall become effective upon receiving a two thirds vote at any meeting of the corporation at which a quorum of the membership is present. The full text of the amendment shall be included in the notice of the meeting required by Article V(B). Only those amendments to the bylaws which have received a two-thirds vote at a meeting of the Board at which a quorum is present shall be proposed to the membership.
ARTICLE XIII - LIMITATION OF DIRECTORS' LIABILITY AND INSURANCE
A. Limitation of Directors' Liability. No Director of the Corporation shall be personally liable for monetary damages as such for any action taken or any failure to take any action unless: (a) the Director has breached or failed to perform the duties of his or her office under Section 8363 of the Pennsylvania Directors' Liability Act (relating to standard of care and justifiable reliance), and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness; provided, however, that the provisions of this Section shall not apply to the responsibility or liability of a Director pursuant to any criminal statute, or to the liability of a Director for the payment of taxes pursuant to local, State or Federal law.
B. Indemnification and Insurance.
(a) Indemnification of Directors and Officers.
(i) Each Indemnitee (as defined below) shall be indemnified and held harmless by the Corporation for all actions taken by him or her and for all failures to take action (regardless of the date of any such action or failure to take action) to the fullest extent permitted by Pennsylvania law against all expense, liability and loss (including without limitation attorneys' fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding (as defined below). No indemnification pursuant to this Section shall be made, however, in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
(ii) The right to indemnification provided in this Section shall include the right to have the expenses incurred by the Indemnitee in defending any Proceeding paid by the Corporation in advance of the final disposition of the Proceeding to the fullest extent provided by Pennsylvania law; provided that, if Pennsylvania law continues so to require, the payment of such expenses incurred by the Indemnitee in advance of the final disposition of a Proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced without interest if it shall ultimately be determined that the Indemnitee is not entitled to be indemnified under this Section or otherwise.
(iii) Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be a Director or officer and shall inure to the benefit of his or her heirs, executors and administrators.
(iv) For purposes of this Article, (A) "Indemnitee" shall mean each Director or officer of the Corporation who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding, by reason of the fact that he or she is or was a Director or officer of the Corporation or is or was serving at the request or for the benefit of the Corporation as a Director, officer, employee, agent, partner, or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise; and (B) "Proceeding" shall mean any threatened, pending or completed action, suit or claim (including without limitation an action, suit or claim by or in the right of the Corporation), whether civil, criminal, administrative or investigative.
(b) Indemnification of Employees and Other Persons. The Corporation may, by action of its Board of Directors and to the extent provided in such action, indemnify employees and other persons as though they were Indemnitees. To the extent that an employee or agent of the Corporation has been successful on the merits or otherwise in defense of any Proceeding or in defense of any claim, issue or matter therein, the Corporation shall indemnify such person against expenses (including, without limitation, attorneys' fees) actually and reasonably incurred by such person in connection therewith.
(c) Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses provided in this Article shall not be exclusive of any other rights that any person may have or hereafter acquire under any statute, provision of the Corporation's Articles of Incorporation or Bylaws, agreement, vote of Directors, or otherwise.
(d) Insurance. The Corporation shall purchase and maintain insurance, at its expense, for the benefit of any person on behalf of whom insurance is permitted to be purchased by Pennsylvania law against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person under Pennsylvania or other law, so long as such insurance is available at commercially reasonable rates The Corporation may also purchase and maintain insurance to insure its indemnification obligations whether arising hereunder or otherwise.
(e) The provisions of this Article relating to the limitation of Directors' liability, to indemnification and to the advancement of expenses shall constitute a contract between the Corporation and each of its Directors and officers which may be modified as to any Director or officer only with that person's consent or as specifically provided in this Section. Notwithstanding any other provision of these Bylaws relating to their amendment generally, any repeal or amendment of this Article which is adverse to any Director or officer shall apply to such Director or officer only on a prospective basis, and shall not reduce any limitation on the personal liability of a Director of the Corporation, or limit the rights of an Indemnitee to indemnification or to the advancement of expenses with respect to any action or failure to act occurring prior to the time of such repeal or amendment. Notwithstanding any other provision of these Bylaws, no repeal or amendment of these Bylaws shall affect any or all of this Article so as either to reduce the limitation of Directors' liability or limit indemnification or the advancement of expenses in any manner unless adopted by the unanimous vote of Directors of the Corporation then serving, provided that no such amendment shall have retroactive effect inconsistent with the preceding sentence.
(f) References in this Article to Pennsylvania law or to any provision thereof shall be to such law (including without limitation the Directors' Liability Act) as it existed on the date this Article was adopted or as such law thereafter may be changed; provided that (a) in the case of any change which expands the liability of Directors or limits the indemnification rights or the rights to advancement of expenses which the Corporation may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in this Article shall continue as theretofore to the extent permitted by law; and (b) if such change permits the Corporation without the requirement of any further action by Directors to limit further the liability of Directors (or limit the liability of officers) or to provide broader indemnification rights or rights to the advancement of expenses than the Corporation was permitted to provide prior to such change, then liability thereupon shall be so limited and the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law.
ARTICLE XIV - EFFECTIVE DATE AND REPEAL OF EXISTING BYLAWS
The bylaws herein set forth shall become effective immediately upon their adoption by the corporation and repeal all previously adopted bylaws.
Bylaws effective May 22, 1989, Amended February 9, 1999, Amended May 22, 2001, Amended May 22, 2013, Amended May 25, 2016.
APPENDIX A - RULES OF ORDER FOR MEETINGS OF CCRA BOARD OF DIRECTORS
A. Role of Presiding Officer
1. Shall not use his/her powers over procedures to influence the outcome of a debate.
2. Vote only to create or break a tie (or 2/3 for matters requiring a 2/3 vote) – exception: the presiding officer may vote on any vote by ballot.
3. Determine that a quorum is present before transacting business.
4. Introduce business in proper order.
5. Recognize speakers.
6. Determine if a motion is in order.
7. Keep discussion germane to the pending motion.
8. Maintain order.
9. Put motions to a vote and announce results.
10. Employ unanimous consent (general consent) when appropriate.
B. General Procedure for Handling a Motion
1. A member normally must obtain the floor by being recognized by the chair.
2. Member makes a motion.
3. A motion must normally be seconded by another member before it can be considered.
5. The maker of the motion has the right to speak first.
6. Debate is closed when discussion ends or a 2/3 vote closes debate.
7. The chair or secretary then restates the motion.
8. The chair calls for a vote.
9. The chair announces the result.
C. General Rules of Debate
1. No members may speak until recognized by the chair.
2. All discussion must be relevant to the immediately pending question.
3. No member may speak a second time until every member who wishes to speak has had the opportunity to do so.
4. No member can speak more than twice to each motion.
5. No member can speak more than ten minutes.
6. All remarks must be addressed to the chair – no cross debate is permitted.
7. It is not permissible to speak against one’s own motion (but one can vote against one’s motion).
8. Debate must address issues not personalities – no one is permitted to make personal attacks or question the motives of other speakers.
9. When possible, the chair should let the floor alternate between those speaking in support and those speaking in opposition to the motion.
10. When a large number of people wish to speak to a motion it may be advisable for the chair to make a speakers list.
11. Members may not disrupt the assembly.
12. Rules of debate can be changed by a two-thirds vote.
Effective: May 25, 2016