Dickinson Narrows Civic Association
By-LawsArticle 1 – Purpose and Powers
1.01 These By-laws constitute the code of rules adopted by the Dickinson Narrows Civic Association (“DNCA”), a Pennsylvania non profit corporation, for the regulation and management of its affairs.
1.02 The purpose or purposes of the corporation are: to advance the educational, civic, social, commercial, and economic interests and general welfare and prosperity of that part of the City of Philadelphia known as the Dickinson Narrows area, that area being situated from Washington Ave (south side), to South 4th Street (west side), to Mifflin Street (north side), to South 6th Street (east side). Distribute educational, civic, social and commercial information of value; to have a part in the consideration and decision of public policy in Municipal, County, State, and National affairs; arrange, promote, conduct, and sponsor social events and affairs for the benefit of the people of the Dickinson Narrows community. Its boards and committees are therefore empowered in the accomplishment of its general purpose.Article 2 – Offices
2.01 The principal place of business of this corporation in Pennsylvania will be located at 1503-05 South 5th Street, Philadelphia, PA, 19147-6506.
2.02 The Articles of Incorporation were effective on the date of February 28, 2006Article 3 – Definitions
3.01 General Assembly – the General Assembly shall be composed of all persons living in the Dickinson Narrows area and members of the business community (as per the approval of the Board of Directors).
3.02 Directors – There shall be up to nine (9) Directors elected by the General Assembly, four (4) of whom shall be the Officers of this Corporation and all of whom shall heretofore be resident members of the General Assembly.
3.03 Officers – There shall be the following Officers: President, Vice-President, Secretary, and Treasurer, all of whom must be members of the General Assembly, be at least twenty one (21) years of age and have served on the Board of Directors for a minimum of two (2) years immediately preceding their election as an Officer.
3.04 Block Captains – Each block within the Dickinson Narrows community shall have one (1) Block Captain and a Co-Block Captain on a voluntary basis, with an individual petition approved respectively by two-thirds of the households (as one qualifying member of DNCA per household) from their respective blocks and the approval of two- thirds of the Board of Directors.Article 4 – The General Assembly
4.01 The General Assembly shall constitute the members of this corporation as defined in Article 3.01.
4.02 Community Meetings of the members may be called by the Board of Directors and/or the President.
4.03 Notice, stating the place, day, hour and purposes of the Community Meetings called shall be publicly announced through local papers, fliers and/or electronic mail.
4.04 Each verified member of the General Assembly, eighteen (18) years of age or older will be entitled to one (1) vote on each matter which the DNCA Board members will submit to the General Assembly.
4.05 Any verified member of the General Assembly may present an issue or concern for the community as previously presented to the Board of Directors and shall be announced at the General Assembly Community Meeting.Article 5 – Directors
5.01 Structure of the Board – The Board of Directors of this corporation shall be structured as defined in paragraph 3.02.
5.02 Up to five (5) non-officer Directors will be elected for a term of two (2) years. Each Director will hold office for the term for which elected and until a successor has been elected and qualifies. DNCA officers shall also hold the title of Director during their term of office.
5.03 Regular meetings of the Board of Directors will be held monthly with the exception of the months of July, August and December. Notice stating the place, day and hour of regular meetings will be displayed in the DNCA office posted in print and/or electronic media to be forwarded to all Board members or a quorum of the Directors. Notice stating the place, day and hour of any emergency meeting of the Board of Directors will be delivered to each Director. Such notice need state the business to be transacted or the purpose of such a meeting.
5.04 Special or emergency meetings of the Board of Directors will be held at any place as the Board of Directors designates.
5.05 An emergency meeting of the Board of Directors may be called by the President and/or a quorum of the Board of Directors.
5.06 A majority of the Directors shall constitute a quorum. The act of a majority of the Directors at a meeting in which a quorum of five (5) is present will be an act of the Board of Directors.
5.07 The Directors shall be authorized to approve a proxy for a Director who cannot attend a meeting. The proxy will be used for the purpose of establishing a quorum only.
5.08 When a resolution must be acted on immediately and a quorum is not present at a meeting, or a meeting cannot be convened, an Officer of the Board may conduct a telephone vote of the absent Board members. Any resolution thus passed shall be valid and binding.
5.09 § 1 A Director shall be removed and/or requested to resign from his or her position on the board, for failure to fulfill the responsibilities of the position or for conviction of charges brought under the city, state and/or federal criminal code. This Board member shall not be eligible for reelection of that position or any other Board position.
§ 2 Any Director who is absent from three (3) consecutive meetings, without an excuse must forfeit his/her Directorship, and shall be notified. This Director cannot run for office for one (1) election cycle after dismissal.
5.10 Any vacancy occurring among the Directors shall be filled by appointment by the President with the approval of the remaining Directors.Article 6 – Officers
6.01 The Officers of DNCA shall constitute the Officers of the corporation. Each of the officers of the corporation will be elected for the term of two (2) years by the General Assembly on the third Friday in September commencing with September 2007. The term of the office will begin on the first day of October following elections. Each Officer will remain in office until a successor has been elected and qualifies.
6.02 President – The President shall preside at all meetings of the Board of Directors and shall be a Director. He/she shall oversee the general active management and direction of the business of the organization and shall oversee that the orders and resolutions of the Board of Directors and the General Assembly are carried out. He/she shall execute all legal documents for the corporation and countersign checks, drafts or bills of exchange issued by or on behalf of the corporation in addition to the countersignature of the Treasurer along with the review and authorization by initial of two (2) non signatory Directors.
6.03 Vice President – In case of the absence of the President or his/her inability to act, the Vice President shall perform all of the duties and functions of the President and shall be a Director. In the event of a vacancy in the office of President, the Vice President shall assume the office of President and carry on and conduct the affairs of the corporation as its official head for the unexpired term of the President.
6.04 Secretary – The Secretary shall give notice of all meetings of the members of the Board, keep full minutes of the meetings of the Board of Directors, whenever able, shall attend all sessions of the Board of Directors, record all votes and proceedings thereof in a file to be kept for that purpose, and keep such other books and perform such other duties as may be described by the President or by the Board of Directors.
6.05 Treasurer – The Treasurer shall keep full and accurate account of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects in the name of and to the credit of the corporation in such depository as may be designated by the Board of Directors. The Treasurer shall render an annual report to the Board of Directors of the financial condition of the corporation and account for all the financial transactions of the corporation at each meeting of the Board. The accounts of the Treasurer shall be audited at least once a year by the Finance Committee. The Treasurer shall have the authority to countersign checks.Article 7 – Committees
7.01 The Board of Directors shall have the authority to create and abolish committees and determine their rules of procedure and number of members.
7.02 The following committees shall be mandatory and established within thirty (30) days commencement of each new term of the Board of Directors: Finance Committee and By- Laws Committee.
7.03 The Board of Directors shall establish additional committees as needed.
7.04 The Board of Directors shall determine the duties, responsibilities, guidelines, and rules of all committees.
7.05 All committee chairpersons must submit a brief written report at regular Board of Directors’ meetings when appropriate.
7.06 The President shall appoint committee members and the committee shall select a Chairperson and a Secretary with the approval of the Board of Directors. Any member of the General Assembly may volunteer for any committee per the approval of the Board of Directors. Members of the committees are responsible to their respective Chairpersons and Directors.Article 8 – Records
8.01 Record keeping shall be the responsibility of the Secretary of the Board of Directors and the secretaries of the committees. Minutes of all committee meetings shall be forwarded to the Secretary of the Board of Directors. Minutes, copies of all reports and correspondence shall be kept on file at the DNCA office and with the President.Article 9 – Amendment, Modification and By-Laws
9.01 The power to alter, amend or appeal these By-Laws or to adopt new By-Laws insofar as allowed by law is vested in the DNCA as ratified by two-thirds of its General Assembly. These By-Laws were ratified on June 26, 2006, in Philadelphia, Pennsylvania.Article 10 – Election Guidelines
10.01 Voter Qualifications – In order to vote in a general election for the Board of Directors of DNCA a person must be eighteen (18) years of age and be a member of DNCA as per Article 3.01. At the polling place, voters must present some form of identification to establish their address and if needed, their age before casting their ballot(s).
10.02 Qualifications for holding DNCA Office
§ 1 Directors – Candidate must be a resident member of DNCA and at least twenty one (21) years of age.
§ 2 Officers – Candidate must be a resident member of DNCA, at least twenty one (21) years of age, and must have served as a Director for two (2) years with the exception of the first elected Directors subsequent to the 2007 election.
10.03 Election Procedures – DNCA will hold their election on the third Friday in September at the DNCA office and other locations throughout the DNCA area, when available. These locations will be published in multiple local media outlets and/or other appropriate media prior to the election. The election will be conducted from 2:00 PM to 8:00 PM.
§ 1 All candidates must submit a letter stating their intention to be a candidate no later than midnight, the last day of August before the scheduled election.
§ 2 The letter must be submitted to DNCA Election Committee and must include the candidate’s name, address, telephone number, position being sought, and verification of residency. Types of verification are: driver’s license, utility bill, voter registration, or other State-issued identification.
§ 3 Each candidate will be allowed to have one poll watcher present inside the polling locations and at the Ballot Counting on Election Day.
§ 4 In order to vote, a resident member must be present in the community on Election Day.
§ 5 Voting will be by secret paper voting ballot.
§ 6 Ballots will be collected by the Election Board.
§ 7 If a dispute arises at any of the polling locations, the Election Judge (see appendix
A) will refer the voter to the voting headquarters 1503-05 South 5th Street or wherever the DNCA office is located) where an Election Board member will settle the dispute; the voter, if verified eligible to vote, may then do so at the election headquarters.
§ 8 Absentee Ballots will be permitted and obtained based on the Absentee Balloting guidelines used in the general and primary elections for the City of Philadelphia.
§ 9 An Election Board of three (3) people will be appointed by the Election Committee. The Election Board shall not be members of the DNCA.
§ 10 The Election Board will not hold or be a candidate for office with the DNCA. The purpose of the Election Board is to count ballots and settle disputes that may arise on Election Day.
10.04 The four (4) elected Officers: President, Vice President, Secretary, and Treasurer will serve subject to the residents of DNCA for the period of two (2) years from the date of the first day of October. The remaining five (5) Directors will serve for a two (2) year period from the first day of October.
10.05 Election Rules:
§ 1 Candidates will not be allowed to campaign within fifteen (15) feet of any polling location.
§ 2 Distribution of campaign materials or wearing buttons supporting a candidate inside a polling place is prohibited.
§ 3 No candidate shall attempt to influence, discourage, or intimidate another candidate from seeking election to the Board of Directors. This includes any form of communication. Such activity would be perceived as an attempt to manipulate the outcome of the Election.
§ 4 The Election Board will make a final determination on a candidate’s eligibility if section 10.05 §1 or 10.05 §2 is violated.
10.06 Additional Election information – For additional Election information refer to Appendix (A).Article 11 – Board Meeting Discussion
11.01 All meetings shall be governed by Robert’s Rules of Order.
11.02 Discussion of items at Board meetings should be limited to five minutes per Board member.
11.03 The President shall not vote except to break a tie decision by a quorum of the Board of Directors.
Appendix AElection Information of Dickinson Narrows Civic Association By LawsElection Committee
1. The Election chairperson is elected by the Board of Directors; the Election Committee is appointed by the Election chairperson.
2. No member of the Election Committee may become a candidate for the Board of Directors or be appointed to the Board within six (6) months of the Election.
3. Receives Letters of Intent to run (letters must include name, position sought, residential address, and telephone number). All letters must be post-marked by midnight, August 31 of the election year.
4. Verifies eligibility of candidates and sends letters of acceptance or rejection.
5. Chooses polling locations to be approved by the Election Board.
6. Appoints an Election Judge for each polling location. His/her job is to verify residency of voter, when necessary, have residents sign affidavit, and distribute ballot. Voter will place executed ballot in sealed ballot box. If a dispute arises, the Election Judge refers the voter to the election headquarters where a member of the Election Board will settle the problem.
7. Publishes election information in local media outlets (both print and electronic) two (2) weeks prior to the election. Election information must include candidates, date of election, time, and location.Election Board
1. Counts ballots and settles disputes that may arise on Election Day.
2. Seals ballot boxes, delivers them along with the affidavits and ballots to the polling locations and picks them up to return to election headquarters after determining the close of the election.
3. Approves all correspondence and notices pertaining to the election and approves the polling locations and Election Judges as selected by the Election Committee.