LPCA Bylaws

Bylaws

1.0 PREAMBLE
In accordance with the Certificates of Incorporation, the name of this association shall be “The Langdon Park Community Association, hereinafter, referred to as the Association. It is a non-profit organization incorporated under the laws of the District of Columbia Government.

The purposes of the Langdon Park Community Association and its powers in connection therewith are as follows:

(a) To protect and promote the best interest of the homeowners, real-property owners, and residents of the subdivision known as Langdon Park of the Woodridge Community, in northeast Washington, DC; to promote and strive for the improvement and betterment of the overall aesthetics of the neighborhood and to promote and encourage a better community and civic spirit among and to foster goodwill and friendship between all residents of Langdon Park; to cooperate with civic and public organizations for the general welfare of the home owners and residents of Langdon Park.

(b) Among the Association’s general purposes, but not limited to thereto, are to carry out charitable, educational, and community activities, work for civil and social improvements within said boundaries; to present views of the Association to government, public, private, and other organizations; to facilitate fundraising of every kind for the sole purpose of improving the community, without limit as to amount, with any person, firm, association or corporation or other group or organization;

(d) To engage in any lawful activity and to take legal action to protect the interests of the neighborhood as determined by the Association;

Geographic Boundaries: For the purpose of determining membership, the boundaries of the Association are that portion of the District of Columbia which is bounded by Montana Ave NE (East Side of the Street) to Rhode Island Ave NE (North Bound) to South Dakota Ave NE (South Bound) to Bladensburg Rd NE to New York Ave NE (West Bound).

The period of duration of the Association shall be perpetual.
2.0 Definitions
Association - The Langdon Park Community Association is a legal entity having been founded on the date of May 2015 with the following identity: Langdon Park Community Association by the residents of the neighborhood.

Steering Committee - The Executive Steering Committee (ESC) provides technological guidance on strategic matters and will be composed of the Community's Officers and other appointed members. This committee is not elected: instead, the members are appointed by the association President. The Steering committee shall consist of 4 - 6 members including the officers. For more information, see Executive Steering Committee under Governance
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Committees (General) - A committee is formed and appointed by the President, and is in charge of managing the activities associated with their specific responsibilities and delegation. For more information, see Membership Committee under Governance, and Membership.

Officers - The Langdon Park Community Association may have several Officers. Officers are elected; they are Members who volunteer their time to perform their duties. There will be at least four (4) Officers: the President, the Vice President, the Treasurer, the Secretary, and/or the designation of other officers by the President. There may be other community members or designees in charge of communications, press relations, infrastructure management, and other responsibilities. For more information, see Officers under Governance.

Community - The Community is the body of Members currently recognized and accepted by the Membership Committee. The Community as a whole is made up of sub-communities (subdivisions, branches, etc).

Members/Contributors - To become a Member of the Community, you must be resident, homeowner, or business owner in the Langdon Park/Woodridge neighborhood. Membership is strictly optional and does not constitute any warranties, guaranties or promises of goods and services. The Langdon Park Association is a membership corporation and is not organized for profit and it will not issue any guarantees. No part of its assets, income or earnings shall be distributed to its members, directors, or officers, except for services actually rendered to the corporation and except upon Liquidation of its property in case of corporate dissolution. No loans shall be made by the corporation to its officers or directors.

Board of Directors - There shall be a Board of Directors of the Association to consist of not less than three (3) nor more than eleven (11) persons, each of whom shall be a member of the Association and must be residents of the Langdon Park neighborhood. The Board of Directors shall be constituted and its members elected and appointed as the By-laws shall prescribe. The direction and management of the affairs of the Association and the central and distribution of its property, shall be vested In the Board of Directors: subject however, to any regulations which may be set forth in statutory provisions in this charter of incorporation, or in the By-laws.
3.0 Goals of The Association
The goal of the association is the develop a close-knit community realizing the potential to improve, enhance, maintain, and uplift the Langdon Park subdivision of the Woodridge Community in Northeast DC. Our aim is to serve our residents in various ways by seeking partnerships with the public and private sectors, non-profit organizations, and organizations with an interest in preserving our community.
4.0 Governance
OFFICERS The principal officers of this Community Association Shall be a President, Vice President, Secretary, Treasurer, and such additional officers may be designated, all of whom shall be elected by the Board of Directors from among its members. No member shall hold more than one such office at a time.

SECTION 1. PRESIDENT: The President shall be the chief executive official of the Community Association and shall be the presiding officer at all meetings, events, business affairs and the like. The President shall govern using a diplomatic approach making collective decisions of the membership body by majority vote. The President on occasion and under his discretion may call special meetings with the Board of Directors to make decisions in the absence of the membership body.

In addition, the President shall have the following specific duties: Chair the Board of Directors of the Association; Appoint special committees and representatives of the Association whose appointment or election is not otherwise provided for in these By-laws; Provide for the performance of the duties of any office or position of the Association during the temporary absence or disability of the incumbent until the vacancy shall have been filled in the manner provided by these By-laws; Sign checks if the Treasurer is not able to do so; Reserve rooms for Association events; and communicate with the membership by the newsletter or other media. The President shall be given notice of all committee meetings and has the right to be in attendance as an ex-officio (non-voting) member at those meetings with the exception of the Nominating Committee, but is under no obligation to attend.

The President's performance of duties shall be with the advice and consent of the Board of Directors or the membership at a General or Special Meeting whenever possible. The President may present views of the Association at public fora or in written communications to elected or appointed officials, provided that prior authorization for such action has been given by a majority vote of members present at a General Membership or Special Meeting or by the Board of Directors of the Association. At the expiration of the President's term of office, all moneys, books, documents, records, letters, and property of the organization shall be turned over to the elected successor.

SECTION 2. VICE PRESIDENT: The Vice-President shall assist the President in the administration of the affairs of the Association and shall undertake such duties as the President may assign him. In the absence or disability of the President, the Vice President shall perform all the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon the President. The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed by the Board of Directors or the Bylaws.

SECTION 3. SECRETARY: The Secretary shall keep or cause to be kept, a complete set of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of Directors and members, with the time and place of holding, whether general or special, and if special, how authorized, the notice thereof given, the names of those present at Director's meetings, the number of memberships present or represented at members' meetings and the proceedings thereof. The Secretary shall incorporate in the By-Laws all duly adopted amendments. The Secretary shall transmit promptly all resolutions and relevant matters to the respective officers in accordance with the references. The Secretary shall conduct normal correspondence of the organization except such correspondence that is the proper duty of the President. The Secretary shall send out regular notices as prescribed elsewhere in these Bylaws. The Secretary, at the expiration of the term of office, shall turn over to the successor all books, records, documents, letters, and property of the organization in the Secretary's possession.

SECTION 4. TREASURER: The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of The Association, The books of account shall at all times be open for inspection by any Director. The Treasurer shall deposit, or cause to be deposited In accordance with the policy of the Board of Directors, all moneys and other valuables in the name of and to the credit of The Association, with such depositories as may be designated by the Board of Directors; shall disburse the funds of The Association as may be ordered by the Board of Directors; shall render to the President and the Directors, whenever requested, an account of all his or her transactions as Treasurer, and of the financial condition of The Association; and shall have such other powers and pertain such other duties as say be prescribed by the Board of Directors or the Bylaws. In cases of urgency where deferral of vote on an issue until a scheduled meeting will result in a missed opportunity, members of the Board of Directors may make motions and vote on said motions by telephone or electronic mail, provided that all members of the Board of Directors have received the motion in writing in advance of the vote, and the motion and vote are recorded in the minutes of the next meeting.

SECTION 5. BOARD OF DIRECTORS: There shall be a Board of Directors of the Association made up of not less than five (5) and not more than seven (7) elected by the members in good standing of the Association as well as of the Officers of the Association and the Immediate Past President,. The Board of Directors shall exercise control over the financial affairs of the Association, plan Association events, generally supervise the work of the Association including committees, and report its activities to the membership.

The Officers have voting privileges on matters before the Board of Directors. Four voting members shall constitute a quorum of the Executive Board. The Immediate Past President and the delegates to the Arlington County Civic Federation and the Neighborhood Conservation Advisory Committee serve on the Executive Board in an ex officio (non-voting) capacity.

The Board of Directors shall meet monthly or as determined by the Board of Directors during the summer sessions. The specific meeting dates will be determined by room availability, but shall be published in advance if they deviate from the established schedule or venue. These meetings shall be publicized and open to all Association members in good standing. Between membership meetings, the Board of Directors may meet as often as necessary. In cases of urgency where deferral of vote on an issue until a scheduled meeting will result in a missed opportunity, members of the Board of Directors may make motions and vote on said motions by telephone or electronic mail, provided that all members of the Board of Directors have received the motion in writing in advance of the vote, and the motion and vote are recorded in the minutes of the next meeting. The Board of Directors shall report all of its actions and decisions to the next General Membership meeting.

SECTION 6. VACANCIES

Resignation: Any officer may resign by tendering a written resignation to the President or the Board of Directors. Before the resignation of the Treasurer is accepted, the President shall review the financial records of the Association, or appoint an auditor to do so, and present the results of that review to the Board. The President may then accept the resignation of the Treasurer if so authorized by the Board. The President may resign through written resignation to the Secretary.

Removal: Upon a two-thirds (2/3) vote of all members in good standing, present and during roll call of a meeting of the Association, an officer or member of the Board of Directors may be removed from office, provided that the vote shall be taken only upon a motion properly made and seconded at the meeting preceding the meeting at which the removal vote is taken and the officer has had a chance to respond to the allegations at an open meeting, and it is further provided that such a vote shall be by secret ballot.

Filling Vacancies: Should the office of President be vacant, the Vice President, or in his or her absence, the Secretary, shall assume the office and serve the remainder of that term as President. In the event any other officer's position is vacant, the President shall call a membership meeting for the purpose of electing a successor, who shall serve for the remainder of the term.

SECTION 7. TERM OF OFFICE: Officers shall serve on a two-term concurrent basis installed in June of each election year and execute the duties of their office beginning in September. There shall be no restrictions on the number of terms an officer serves as long as they are duly affirmed by member vote.

COMMITTEES

SECTION 1. STANDING COMMITTEES: Standing committees shall consist of at least three (3) but no more than five (5) members including the chairperson. Such committee members are to be chosen by the chairperson of said committee, who unless otherwise specified, shall be elected by and from the Board. Non-member resident tenants may serve on subcommittees or in an advisory capacity on standing committees, subject to approval of the Board.

SECTION 2. ACCOUNTABILITY: All committees shall be accountable to the electing or appointing authority, and shall report directly thereto as well as file a report with the Board of Directors at least annually.

SECTION 3. EXECUTIVE STEERING COMMITTEE: The President, Secretary and Treasurer of The Association shall comprise the first three members of the Executive Committee, with additional members to be selected by the chairperson from the general membership and confirmed by the Board. Subject to the control of the Board of Directors, the executive committee may be delegated any of the powers and authority of said Board, except the power to adopt, amend or repeal the Bylaws, or the power to fix, establish or levy assessments, or to approve expenditures of five hundred dollars ($500) or more. The committee shall meet at least once each month at a predetermined place and time, shall document meetings by informal minutes or a log showing as a minimum the date, members present and action taken, and cause a copy of such minutes or log to be made available at the next subsequent regular meeting of the Board; shall recommend changes regarding their duties and authorities. Action not specifically delegated to the Executive Committee by the Bylaws will require specific approval of the Board of Directors on a case-by-case basis.

SECTION 4. NOMINATING COMMITTEE: The President shall select a Nominating Committee of no less than three (3), nor more than seven (7) members, including the immediate Past President, who have been members for one year or more. The recommendations of this committee for proposed officers for the coming year shall be reported at the April meeting of the Association, and shall be incorporated in the notice of the May meeting. The nominating committee shall submit to the Board of Directors the name of at least one member for each of the director positions to be filled by election at the next annual meeting. Subject to membership qualifications for directorship as specified elsewhere in these Bylaws, and an expression by the nominee of willingness to serve and to accept committee chairmanship if It is offered, the names of nominees submitted by the Nominating committee shall be approved by the Board of Directors.

SECTION 5. TERM OFFICE: Each member of a committee shall continue as such until the next annual meeting of the Board of Directors and until a successor is appointed, unless the committee is sooner terminated, unless such member be removed from such committee, or unless such member ceases to qualify as a member thereof.

SECTION 6. RULES: Each committee may adopt rules for its own government not inconsistent with these by-laws or with rules adopted by the Board of Directors.
5.0 Membership
SECTION 1. INDIVIDUAL MEMBERSHIP: Any adult who owns or rents real property or resides within the Association boundaries is eligible for membership in the Association. An adult is any person who has attained the age of eighteen (18) years. Individuals shall have one (1) vote in any matter before the Association membership. No restriction shall be imposed by household.

SECTION 2. BUSINESS MEMBERSHIP: A business located within the Association boundaries may obtain a membership equivalent to an individual membership. A business membership shall have one (1) vote in any matter before the Association membership. A business must designate one individual as the voting member.

SECTION 3. HONORARY MEMBERSHIP: The Board of Directors may confer honorary annual memberships on individuals, even if they are otherwise ineligible for membership. Honorary members shall receive regular association communications and be entitled to participate in the affairs of the Association, but they shall not be required to pay dues nor have the right to vote or to hold elected office.
6.0 Meetings
SECTION 1. MONTHLY MEETINGS: The association shall have general (regular) monthly meetings from September until June in a calendar year. The general vicinity of the general meetings shall be in the Langdon Park neighborhood. The monthly meetings shall be announced through various means of communication to members of the Association no less than thirty (14) days prior to the time of the meeting.

SECTION 2. SPECIAL MEETINGS: A Special Meeting of the membership may be called by the President, the Board of Directors, or not less than ten percent (10%) of the voting membership. Written notice of Special Meetings shall be sent to all members no less than ten (10) days prior. Notices are deemed as having been sent using email or upon their deposit in the U.S. Mail. Notice of a Special Meeting shall Include information regarding the purpose of the meeting, and the names and phone numbers or mailing addresses of individuals who may be contacted for further information.

SECTION 3. VOTING PRIVILEGES: Each member in good standing shall have one vote (excluding honorary members) on matters pertaining to the organization or general business of the Association.

SECTION 4. QUORUM: A minimum of one officer and at least seven members of the community at any meeting shall constitute a quorum. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting without further notice.

SECTION 5. ABSENTEE VOTE: At any meeting of members, a member may vote absentia by absentee ballot. Member are only allowed one (1) vote. All members shall be notified by mail no less than 30 days prior to meeting date, showing matters to be voted upon.
7.0 Communications and Public Relations
The Officers, members of the Board of Directors, and members of the ESC have the duty to represent, speak on behalf of, and communicate the interest(s) of the Langdon Park Community Association under the authority within these bylaws to the public, government official, businesses and other non-governmental organizations. Other members of the Association, properly designated by the President, may also perform duties related to communications and public relations upholding the interest(s), purpose, and goals of the Association. All members shall protect any copyright, trademark or patent of the Langdon Park Community Association herein and shall not use materials or products or promote the same for their personal use.
8.0 Voting
SECTION 1. VOTING TO ELECT OFFICERS/BOD: Members of the community in good-standing may vote to elect officers after the nominating committee has properly prepared the slate. Upon adopting the slate, voting either by electronic or paper sources shall occur during the May meeting of each calendar year. To be elected, a candidate must receive a majority of affirmative votes from the body voting in the election. Ballots should be cast marked with the name of an announced candidate or with the word “abstain.” A candidate may withdraw at any time from subsequent votes. Voting will be by secret ballot and the members of the nominating committee shall tally the votes.

SECTION 2. AD HOC COMMUNITY VOTES ORGANIZED BY THE ESC/BOD: The Board of Directors can decide to organize a vote by Community Members on whatever issue it considers appropriate. The quorum for all decisions put up for a Members' vote is fifty percent (50%) of the membership present during roll call with a simple majority required for adoption of a decision.

SECTION 3. VOTES CONDUCTED WITHIN THE ESC/BOD: Members of the Executive Committee or Board of Directors may vote in person, through an alternate duly designated by the member organization, or by proxy executed in writing by such member or a duly authorized attorney-in-fact. No member may have more than one vote. No proxy or alternate may have more than one vote. No person may hold more than one proxy at a meeting. No delegate by proxy to a meeting of the Executive Committee shall represent any organization other than one with which he/she is associated. No proxy shall be valid after eleven months from the date of its execution. Mail ballots may be taken between meetings, at the discretion of the officers of the Federation; the President shall report to the Executive Committee members the result of such votes, including a listing of how each individual member votes; and a record of such actions as are taken by mail ballot shall be incorporated into the minutes of the next following Executive Committee meeting.

SECTION 4. ORDINARY VOTES: During regular meetings, the Presiding Officer may at times call for a vote by the body after it has been properly motioned and seconded. The voting body may verbally affirm their vote with the usual sign of “Yea or Aye,” by contrast those who oppose may vote “NO or Nay.” After the determination of the affirmative votes only, the Secretary shall record “Passed” in their notes. When it is unclear through a verbal vote the proper affirmative signal, the presiding officer may then require the voting body to signify their ‘yes’ vote by raising their hands. The Secretary shall record the number of affirmative votes as well as dissenting votes in their notes.

SECTION 5. SPECIAL VOTES: On occasion the President or the Board of Directors may request from the body the allowance of a vote from the Woodridge Community at-large on matters that impact Langdon Park beyond its geographical boundaries. In such cases the Board of Directors shall make a vote providing a minimum notice of ten (10) days given with all the necessary details to include the purpose, the impact, and the timeframe of implementation.
9.0 Amendment to Bylaws
SECTION 1. AMENDMENTS TO BYLAWS: Amendments may be proposed by the Executive Steering Committee or by petition signed by at least five members in good standing of the Association.

SECTION 2. Revision of these By-Laws requires a two thirds vote of the Executive Steering Committee with at least two weeks prior notice to each community member that the rules will be recommended for change. Such notifications shall include the suggested changes. No change shall be made unless written notice of the proposed nature of the amendment has been given to the members in good standing of the Association as set forth in these By-laws at least thirty (30) days before the meeting at which the amendment is to be offered. Any amendment to the Association Bylaws takes effect immediately upon passage unless otherwise provided for in that amendment. The aforementioned Bylaws, having been established and adopted by the members of the Langdon Park Community Association, serve as the official rules outlining the processes and procedures as well as the roles and responsibilities of every single member.