By Laws
(As Amended September 28, 2017)
Article I
Purpose and Governance
Section 1. Purpose. The Capitol Hill Association of Merchants and Professionals (hereinafter “the Association”) is an organization of business and community leaders dedicated to building a strong economic environment on Capitol Hill for business development within the larger Washington, D.C. community.
Section 2. Governance. The policies and business of the Association shall be controlled by its voting members. The members delegate to the Board of Directors responsibility for pursuing its stated purposes in accordance with the policies voted by members of the Association.
Section 3. Non-Discrimination. The Association shall not discriminate on the basis of race, sex, age, color, national origin, religion, disability, marital status, personal appearance, family responsibilities, matriculation, sexual orientation, or political affiliation.
Article II
Membership Qualification and Admission
Section 1. Admission. All applications for membership of any category shall be subject to approval by a majority vote of the Board of Directors at a meeting at which a quorum is present.
Section 2. Regular Membership. Any merchant, business, foundation, trade association, professional person or professional association doing business in the Capitol Hill area may become a Regular Member of the Association upon written application. Regular Members shall be entitled to vote at all meetings of the membership, shall be eligible for election to the Board of Directors and to hold any office of the Association and shall enjoy all membership privileges.
Section 3. Associate Membership. Associate Membership is open to employees and sales associates of a Regular Member. Associate Members shall not be eligible to vote at membership meetings of the Association, nor shall they be eligible for election to the Board of Directors or any office or for appointment to the Nominating Committee or the chair of any standing committee. Otherwise, they shall be entitled to participate in all activities and benefits of the Association, including listing in the Membership Directory, chairing ad hoc and subcommittees and service with voting privileges on all other committees of the Association.
Section 4. Honorary Members. Honorary Members shall be those persons or organizations which the Association wishes to recognize because of their interests in and activities on behalf of the Capitol Hill community. Honorary membership shall be subject to approval by a two-thirds (2/3) majority vote of the Board of Directors at a meeting at which a quorum of the Board is present. Honorary Members shall not be entitled to vote at Association meetings and shall have only those membership privileges conferred upon them by the Board. Honorary Membership shall be for a one-year term and subject to renewal by a simple majority vote of the Board of Directors. Notwithstanding the provisions of this section, the President of the Association may nominate, subject to the approval by majority vote of the Board of Directors, one Honorary Member to serve as a full, voting member of the Board or its committees. There shall not be more than one such Honorary Member serving on the Board at any one time.
Section 5. Non-profit Membership. Any non-profit organization or association doing business in the Capitol Hill area may become a Non-profit Member of the Association upon written application. Non-Profit Members shall be entitled to vote at all meetings of the membership, shall be eligible for election to the Board of Directors and to hold any office of the Association and shall enjoy all membership privileges.
Section 6. Other Classes of Membership. The Association may establish such other classes or sub-classes of membership, with corresponding dues and privileges, as the Board of Directors may from time to time determine.
Section 7. Resignation. Any member may voluntarily withdraw from the Association by giving 30 days written notice of such intention to the Board of Directors. Such notice shall be presented to the Board at the first meeting following receipt of the member’s resignation. A member resigning from the Association shall not be entitled to a refund of membership dues paid or any portion thereof.
Section 8. Removal. Any Member may be removed for good and sufficient cause at any time by a vote of two-thirds (2/3) of the Board of Directors present and constituting a quorum at any regular meeting or at a special meeting of the Board called for such purpose.
Article III
Fiscal Year
Section 1. Fiscal Year. The fiscal year of the Association shall begin on the first day of July and end on the last day of June in the following year. The Board of Directors shall be authorized to change the fiscal year to the calendar year or to any other twelve (12) month fiscal period.
Section 2. Fiscal Year Budget. At a regularly scheduled meeting of the Board of Directors, but prior to the new fiscal year, a fiscal year budget shall be adopted by the Board of Directors. Should the Board of Directors be unable to adopt a budget at this meeting, at each succeeding meeting of the Board, the Board shall vote on a fiscal year budget. If a budget is not adopted by the third meeting of the Board of Directors following the June annual meeting of the Association, no further expenditures shall be made except to pay the salary and benefits of the Executive Director of the Association until a budget is adopted. Once a budget has been adopted, no expenditures shall be made which exceed the amount authorized for a particular budget category included in the approved budget unless a resolution is proposed and sent to all Directors in advance of the next regular Board meeting and approved by the Board at such meeting.
Section 3. Audit. In the absence of federal or District of Columbia law to the contrary, and assuming the Association possesses the requisite financial resources, the Association shall undertake a complete audit of its financial records on a triennial basis.
Section 4. Indemnification. The Board of Directors shall have full power to indemnify any officer or Director of the Association for his or her work on behalf of the Association against any expenses (including attorney’s fees), judgments, fines and amount paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding.
Section 5. Bonding. The Board of Directors shall have the power to bond any officer, employee or Director of the Association or, in the alternative, to secure appropriate insurance for protection against officer, employee or Director malfeasance or dishonesty.
Article IV
Dues and Initiation Fee
Section 1. Annual Dues. The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the Association by its members. The Board of Directors may waive or suspend the payment of any initiation fee or annual dues, in whole or in part, based on criteria established by the Board.
Section 2. Dues Payable. The Board of Directors shall determine the time or times at which the initiation fee and annual dues are to be paid by the members of the Association.
Section 3. Default and Termination of Membership. When any member is in default in the making of a dues payment for a period of one (1) month from the time the payment is due, the Treasurer shall notify the member of such delinquency. If payment is not made within ninety (90) days after such notice, the membership of the member in default shall be terminated, unless payment is waived or suspended as provided in Section 1 above.
Article V
Membership Meetings
Section 1. Annual Meetings. There shall be an annual meeting of the Association on a day in June to be designated by the President for the purpose of electing the members of the Board of Directors, the officers of the Association and for the transaction of other business. Notice of the annual meeting shall be sent to the last recorded address of each Regular Member at least ten (10) and not more than thirty (30) days prior to the meeting. The notice of the annual meeting shall set forth the place, date, time and purpose of the meeting.
Section 2. Special Meetings. The Board of Directors or the President may call special meetings of the Association. In addition, upon the written request of ten (10) Regular Members, the President shall call a special meeting to consider a specific subject. Notice of a special meeting shall be in writing and shall be in the same manner as for the annual meeting. No business other than that specified in the notice of the meeting shall be transacted at any special meeting of the Association.
Section 3. Waiver. Notwithstanding the provisions of any of the foregoing sections, a meeting of the Regular Members of the Association may be held at any time and at any place within the District of Columbia, and any action may be taken at such meeting if notice is waived in writing by every member.
Section 4. Quorum. The presence in person of five percent (5%) of the Regular Members entitled to vote or fifteen (15) Regular Members, whichever is greater, shall be necessary to constitute a quorum for the transaction of business at the annual membership meeting of the Association.
Section 5. Voting. So long as a Regular Member’s dues are current at the time the vote is taken, a Regular Member shall be entitled to vote on any matter at a meeting of the Association. A firm or corporation which is a Regular Member of the Association may be represented at any meeting of the Association by an officer or a duly authorized and registered individual on its staff.
Section 6. Mail/Electronic Balloting. Under procedures established by the Board of Directors, balloting by mail or electronic transmission may be provided for the election of the Board of Directors and for officers, and for amending these Bylaws, for those Regular Members of the Association who are unable to attend the meeting at which these elections are to take place. Such mail/electronic ballots will not count toward the requirements for a quorum contained in Article V, Section 4.
Section 7. Proxies not Allowed. No voting by proxy shall be allowed at any meeting of the Association.
Article VI
Directors
Section 1. Number. The Board of Directors shall consist of no more than thirteen (13) individuals. No more than nine (9) of these individuals are to be elected in accordance with the provisions of Section 2 of this Article VI below, one shall be the immediate past president of the Association, and four shall be the officers of the Association listed in Article VII below. The members of the Board of Directors shall at all times be Regular Members of the Association, and the President of the Association shall be the Chair of the Board of Directors. Notwithstanding the foregoing, Honorary Members can serve as members of the Board as prescribed in Art. II, § 5. The immediate past President of the Association shall not be eligible to vote at meetings of the Board of Directors unless s/he has been elected or appointed to the Board as provided in §§ 2 and 7 of this Article VI.
Section 2. Election of Directors and Term. At the annual meeting of the Association at which the adoption of these Bylaws is approved or ratified, and at each annual meeting of the Association thereafter, there shall be an election by ballot of no more than three (3) Directors of the Association, each of whom shall serve for a term of (2) years. The members of the Board of Directors so elected shall enter upon the performance of their duties on the July 1st immediately following the annual meeting of the Association and shall continue in office until their successors shall be duly elected and qualified. Members of the Board of Directors whose terms have not expired at the time these Bylaws are approved or ratified by the Members of the Association shall continue in office until the expiration of their respective terms. No Director may serve more than three consecutive terms.
Section 3. Election of President of Celebrate Capitol Hill. Notwithstanding the provisions of the preceding sections of this Article VI, the President of Celebrate Capitol Hill, Inc. shall serve as a non-voting, ex officio member of the Association’s Board of Directors.
Section 4. Duties of Directors. The governance of the Association shall be vested in the Board of Directors. Each Director is encouraged to participate actively in fulfilling the purpose of the Association. Without limitation of the foregoing, the Board of Directors may: (1) hold Board meetings at such times and places as it determines to be proper; (2) admit members of the Association; (3) establish such committees as it determines proper and appoint members of the Board or members of the Association to such committees; (4) audit bills and disburse the funds of the Association; (5) hire such individuals as it determines are needed to fulfill the purposes of the Association; (6) take measures as it deems proper and expedient to promote the purposes of the Association, including measures to ensure leadership succession within the Association.; and (7) each voting member of the Board of Directors agrees to raise $900 annually. To fulfill this duty, Directors may give a personal contribution (over the amount of annual membership/sponsorship), successfully recruit new members and sponsors, or donate a similar fee in-kind via event hosting. Additionally, all Directors are encouraged to be CHAMPS members at the Gold or Silver sponsor level.
Section 5. Meetings of the Board. Regular meetings of the Board of Directors shall be held at least twice per fiscal year. Appropriate notice shall be given to each Director of each meeting of the Board of Directors. The President, at the request in writing of five (5) Directors, shall issue a call for a special meeting of the Board. Two (2) days’ notice shall be required for such special meetings.
Section 6. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business.
Section 7. Absence. If any member of the Board of Directors does not attend two (2) consecutive meetings of the Board without explanation addressed to the President or his designee stating the reason for such absence, or if the excuse given is not acceptable to a majority of the Board, the Board may declare such member’s seat vacant.
Section 8. Vacancies. Whenever any vacancy occurs in the Board of Directors by death, absence, resignation or otherwise, it may be filled by the Board. The person so chosen shall hold office until the next annual meeting or until his or her successor shall have been chosen at a special meeting of the membership held for such purpose.
Section 9. Resignation. Any member of the Board of Directors may voluntarily withdraw from the Association by giving 30 days written notice of such intention to the Board of Directors. Such notice shall be presented to the Board at the first meeting following receipt of the member’s resignation.
Section 10. Removal of Directors. Any member of the Board of Directors may be removed for good and sufficient cause at any time by a vote of two-thirds (2/3) of the Board of Directors present and constituting a quorum at any regular meeting or at a special meeting of the Board called for such purpose.
Article VII
Officers
Section 1. Number. The officers of the Association shall be a President, Vice President, Secretary and Treasurer. No member may hold more than one (1) such position, and each officer must be a Regular Member of the Association.
Section 2. Method of Election. Officers shall be elected by the Association membership at the annual meeting of the Association. The term of all officers shall be for one (1) year, and each officer shall ipso facto be and become a Director of the Association. They shall enter upon the performance of their duties on the July 1st immediately following the annual meeting of the Association, and shall continue in office until their successors shall be duly elected and qualified.
Section 3. Duties of Officers. The Officers of the Association shall meet monthly with the Executive Director to discuss Association business and plan Board meetings. The respective duties and powers of the Officers shall be as follows:
President
The President shall guide the Association, preside at the meetings of the Association and of the Board of Directors, and shall be a member ex officio, with the right to vote, of all committees. The President shall also, at the annual meeting of the Association and at such other times as he or she deems proper, communicate to the Association or to the Board of Directors such matters and make such suggestions as may in his or her opinion tend to promote the prosperity and welfare and increase the usefulness of the Association and shall perform other such duties as are incident to the office of President.
Vice President
In the case of death or absence of the President, or of his or her inability due to any cause to act, the First Vice President shall assume the duties of the President.
Secretary
It shall be the duty of the Secretary to give notice of and attend all meetings of the Association and its Board of Directors; to attest to and affix the Association’s corporate seal to all documents requiring the same; to conduct all correspondence; to carry into execution all orders, votes and resolutions not otherwise committed; to keep a list of the members of the Association; to notify the officers and members of the Association of their election; to notify members of their appointment on committees; and to give notice of the meetings of a committee, provided, however, that if the Association employs an Executive Director, the duties of the Secretary shall be performed by the Executive Director of the Association, except that the Secretary shall advise the President of the presence or absence of a quorum for the transaction of business at meetings of the Board of Directors; shall be the keeper of the Association’s corporate seal; and shall maintain the Association’s corporate records, including its articles of incorporation, current bylaws, policies and procedures, and meeting minutes.
Treasurer
The Treasurer shall collect all fees and annual dues and keep an account of all monies received and expended for the use of the Association. The Treasurer shall deposit all sums received in a bank or banks, or trust company, approved by the Board of Directors, and make a report at the annual meeting or when called upon by the President at any of the meetings of the Board of Directors, provided, however, that if the Association employs an Executive Director, the duties of the Treasurer shall be performed by the Executive Director of the Association, except that the Treasurer shall oversee the financial affairs of the Association.
Section 4. Bond of Treasurer. The Treasurer shall, if required by the Board of Directors, give to the Association such security for the faithful discharge of his or her duties as the Board may direct.
Section 5. Vacancies. All vacancies in any office shall be filled by the Board of Directors without undue delay either at a regular meeting or at a special meeting called for that purpose.
Article VIII
Executive Director
Section 1. Employment and Duties. The Board may employ an Executive Director whose primary duties and responsibilities shall be to carry out the policies and goals of the Association, assist the Board of Directors and Officers of the Association in the performance of their duties and to handle the day-to-day affairs of the Association. The Executive Director’s duties shall be set out in a written job description and shall include, but not necessarily be limited to, overseeing or performing the following functions and activities: organizational strategic planning in consultation with the Board of Directors; administrative; financial; publications; public relations; preparation of meetings; membership; liaison with other community organizations; and liaison with government offices and officials. The Executive Director shall attend all meetings of the Executive Committee of the Association and shall brief said Committee of all developments and matters affecting the Association since the last meeting of the Executive Committee. At these meetings the Executive Director shall provide the Committee with current membership data, a report of the recruitment of new members, and a financial report.
Section 2. Performance Review. The performance of the Executive Director shall be formally reviewed annually by a committee composed of the President and two (2) members of the Board of Directors designated by him or her.
Article IX
Committees
Section 1. Executive Committee. There shall be an Executive Committee which shall consist of the officers of the Association. The President shall have the authority to appoint two (2) additional members of the Executive Committee, who also shall be members of the Board of Directors. The Executive Director, if any, shall be a non-voting member of the Executive Committee. The Executive Committee shall have the power and duty to conduct the affairs of the Association and to exercise the powers of the Board when the Board is not in session. Notwithstanding the foregoing, the Executive Committee shall not have the authority to amend, alter or repeal these Bylaws; to amend or appeal any resolution previously adopted by the Board; to authorize the sale, lease, exchange, mortgage, pledge or other disposition of the property or assets of the Association; to authorize the voluntary dissolution of the Association; to revoke voluntary dissolution proceedings once commenced; to adopt a plan for the distribution of the assets of the Association, or to adopt an annual budget for the Association. All Executive Committee actions shall be reported to the full Board no later than the next Board meeting.
The Executive Committee shall meet between the regular meetings of the Board of Directors. A majority of the Executive Committee or the President can call special meetings of the Executive Committee to address specific issues.
Section 2. Standing Committees. The Board of Directors may create standing or other committees of the Board in order to carry out the purpose of the Association.
Section 3. Ex Officio Members. The President and the Secretary of the Association shall be ex officio members of each Committee established pursuant to this Article IX, Section 2.
Article X
Miscellaneous
Section 1. Parliamentary Authority. All meetings of the Association shall be conducted in accordance with the provisions of Roberts Rules of Order Revised unless they are inconsistent with these Bylaws or special rules of order of a particular meeting of the Association.
Section 2. Notice. Wherever in these Bylaws notice is required, it may be given by mail, facsimile or electronic transmission.
Article XI
Adoption, Amendment and Repeal
Section 1. Adoption. These Bylaws may be adopted at any regular or special meeting of the Board of Directors at which a quorum is present provided notice of such meeting, together with the proposed Bylaws, is given at least ten (10) days prior to the date of the meeting which is to consider their adoption. Adoption of the Bylaws by the Board of Directors shall be subject to ratification or rejection by the Regular Members of the Association at the next annual meeting of the Association membership or at a special meeting called for such purpose.
Section 2. Amendments and Repeal. These Bylaws may be amended or altered, in whole or in part, by a two-thirds (2/3) vote of the Board of Directors at any regular or special meeting at which a quorum is present, provided notice of such meeting, together with the proposed Bylaw amendment or amendments, is given at least five (5) days before the time of the meeting which is to consider such amendment or amendments. These Bylaws may be repealed only by a two-thirds (2/3) vote of the Regular Members of the Association at any annual or special meeting called for such purpose at which a quorum is present, provided notice of the meeting, together with the proposal to repeal the same, is given at least ten (10) days prior to such meeting. All changes in the Bylaws adopted by the Board of Directors shall be subject to ratification, amendment or disapproval by a majority vote of the Regular Members of the Association at the next annual meeting or at a special meeting called for such purpose.
Article XII
Dissolution
Section 1. Voluntary Dissolution. The Association may dissolve and wind up its affairs in the following manner:
The Board of Directors shall adopt a resolution recommending that the Association be dissolved, and directing that the question of such dissolution be submitted to a vote at a meeting of Members, which may be either an annual or a special meeting. Written or printed notice stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of dissolving the corporation, shall be given to each Member entitled to vote at such meeting, in the same manner as for the annual meeting.
A resolution to dissolve the corporation shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by Members present at such meeting. Upon the adoption of such resolution by the members, the corporation shall cease to conduct its affairs except insofar as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the corporation, and shall proceed to collect its assets and apply and distribute them as provided in this Article.
Section 2. Distribution of Assets. The assets of a corporation in the process of dissolution shall be applied and distributed as follows:
All liabilities and obligations of the corporation shall be paid, satisfied, and discharged, or adequate provision shall be made therefore;
Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements;
Assets received and held by the corporation subject to limitations, permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations engaged in activities substantially similar to those of the Association, pursuant to a plan of distribution adopted as provided in this Article;
Other assets, if any, shall be distributed to such persons, societies, organizations, or domestic or foreign corporations, whether for profit or not for profit, as may be specified in a plan of distribution adopted as provided in this Article.
Section 3. Plan of Distribution. A plan providing for the distribution of assets, not inconsistent with the provisions of this Article, shall be adopted by the Association in the process of dissolution in the following manner:
The Board of Directors shall adopt a resolution recommending a plan of distribution and directing that the plan be submitted to a vote at a meeting of Members, which may be either an annual or a special meeting. Written, electronic or printed notice setting forth the proposed plan of distribution or a summary thereof shall be given to each member entitled to vote at such meeting, in the same manner as for the annual meeting. Such plan of distribution shall be adopted upon receiving at least two-thirds of the
votes entitled to be cast by Members present at such meeting.
Section 4. Revocation of Proceedings. The Association may, at any time prior to the issuance of a certificate of dissolution by the Mayor, revoke the action theretofore taken to dissolve the corporation, in the following manner:
The Board of Directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of such revocation be submitted to a vote at a meeting of Members having voting rights, which may be either an annual or a special meeting. Written or printed notice stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of revoking the voluntary dissolution proceedings, shall be given to each member entitled to vote at such meeting, in the same manner as for the annual meeting. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by Members at such meeting.
Upon the adoption of such resolution by the Members, the Association may thereupon again conduct its affairs. If the Articles of Dissolution have been delivered to the Mayor, notice of such revocation shall be given to him or her in writing.
Section 5. Articles of Dissolution. If voluntary dissolution proceedings have not been revoked, when all debts, liabilities, and obligations of the Association shall have been paid and discharged, or adequate provisions shall have been made therefore, and all of the remaining property and assets of the corporation shall have been transferred, conveyed, or distributed in accordance with the provisions of this Article, Articles of Dissolution shall be executed by the Association President or a Vice-President, and the corporate seal shall be thereto affixed and attested by its Secretary, and filed with the Mayor in the manner prescribed in the District of Columbia Code, §§ 29-552 and 29-553.