COLUMBIA PLAZA TENANTS' ASSOCIATION, INC.
Article I Name and Location
Article II Purpose
Article III Membership
Article IV Membership Meetings
Article V Board of Directors
Article VI Officers
Article VII Financial Affairs
Article VIII Rules of Procedure
Article IX Adoption and Amendment by By-Laws
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ARTICLE I - NAME AND LOCATION
Sec. 1. Name. The name of this corporation is Columbia Plaza Tenants' Association, Inc. (Association)
Sec. 2. Location. The principal and registered office of the Association is located at Columbia Plaza, 2400 Virginia Avenue, N.W., Washington, DC 20037.
ARTICLE II - PURPOSE
The purposes of the Association are to:
(a) promote the common interests of the Association's members;
(b) exercise tenant rights under District of Columbia law, including negotiations, litigation or settlement of any issue;
(c) work with management regarding tenants' concerns;
(d) serve other lawful purposes under the District of Columbia nonprofit corporation laws.
ARTICLE III - MEMBERSHIP
Sec. 1. Requirements for Membership. In order to be a member, a person must:
(a) be at least 18 years old;
(b) live in a residential unit at Columbia Plaza;
(c) pay dues or special assessments as required by the Board; (i) only dues-paying members may vote, and (ii) only one vote per residential unit
(d) assign limited power to attorney as required by the Board, the power to take legal action or make agreements on the member's behalf related to the member's status as a resident of Columbia Plaza.
Sec. 2. Member Withdrawal. A member may withdraw from membership at any time by providing written notice to an officer of the Association. Withdrawal does not entitle a former member to the return of any funds paid to the Association.
Sec. 3. Board Cancellation. The Board may cancel a membership on grounds that the member has failed to comply with the requirements of membership. The Board must provide a cancelled member with written notice that the membership has been cancelled. The Board may reinstate a cancelled membership if the cancelled member meets the membership requirements.
ARTICLE IV - MEMBERSHIP MEETINGS
Sec. 1. Annual Meetings. After the first general meeting of the Association, the general membership must meet in the month of October each year. At this meeting, the members must elect a Board. The members may consider, as well, any other Association business at the meeting. .
Sec. 2. General Meetings. The Board, the president, or 25% of the total voting membership who sign a petition, may call a general meeting of the members. .
Sec. 3. Place. The members must hold general meetings as Columbia Plaza, unless the Board approves another location that is convenient to the members.
Sec. 4. Notice. The Association secretary must provide not less than five, not more than seven days notice of an annual meeting and 48 hours notice of a general meeting. The Board may call a meeting with reasonable notice, as stated. Notice includes the time, place and purpose of the meeting. .
Sec. 5. Voting. At the membership meeting, the members who live in the same residential unit share one vote and pay one set of dues per unit. Unless otherwise required by the By-Laws or by D.C. law, a simple majority of voting units present controls a decision. Members may vote by proxy only under a policy set by the Board.
Sec. 6. Quorum. A quorum for a vote at a membership meeting is the presence of at least 25% of the members entitled to vote.
Sec. 7. Order of Business. Unless a majority of voting members present decides otherwise, the order of business at a membership meeting is: -3-
(a) record of attendance;
(b) proof of meeting notice or waiver of notice;
(c) reading of last meeting minutes or waiver of reading;
(d) report of officers;
(e) report of committees;
(g) unfinished business;
(h) new business.
ARTICLE V - BOARD OF DIRECTORS
Sec. 1. General Powers. The Board governs the Association, except when the membership exercises its powers under these By-Laws. The Board may adopt its own rules of procedure, with a quorum of no less than 50%.
Sec. 2. Size. The Board consists of no less than ten and no more than fifteen directors, including up to two representatives from each of the five buildings at Columbia Plaza. Officers selected also serve as directors, all of whom must be voting members of the Association.
Sec. 3. Terms and Election. The members elect the Board and the Board elects the officers. Directors serve until the next annual meeting, or until a successor is chosen.
Sec. 4. Resignation. A director may resign by providing written notice to each officer.
Sec. 5. Removal. The Board may remove a director by presenting the removal for a two-thirds majority of voting members present at a membership meeting. However, before the members may remove a director, that director is entitled to speak before the members vote. The members may fill a vacancy which they create by removal by an election at the same meeting.
Sec. 6. Replacement. The Board may replace a director by appointment until the next annual or general meeting, whichever the Board decides. .
Sec. 7. Meetings. The Board must meet at Columbia Plaza, unless a majority approves another location convenient to all directors. The Board secretary must provide at least a seven-day notice of quarterly board meetings to the members. Notice includes the time, place and purpose of the meeting. Quarterly meetings are open to members. The President or a majority of directors may call a meeting at any other time by providing reasonable notice to each director. A Director may waive the right to notice. If each director attends a meeting, notice is automatically waived. Board meetings, other than quarterly meetings, may be closed by a two-thirds vote of the Board.
Sec. 8. Compensation. Directors must not accept compensation for their services on the Board.
Sec. 9. Liability. Directors are not liable, collectively or individually, for their service on the Board, unless the directors or the Board acts in a manner that a court determines is either grossly negligent or reckless.
Sec. 10. Expenditure Authroity. The Board shall have authority to authorize expenditures up to $300.00 without membership approval. .
ARTICLE VI - OFFICERS
Sec. 1. Officers and Qualifications. The officers of the Association are: president, vice-president, secretary, and treasurer. A person may serve in more than one office, except that of president.
Sec. 2. Election and Terms. The members must approve the Board-elected officers at the first general meeting after adoption of these By-Laws. Officers serve until the next annual meeting or until removed by the Board. An officer removed by the Board may appeal that decision to the general membership.
Sec. 3. Resignation. An officer may resign by providing written notice to each officer..
Sec. 4. Removal. The Board may remove an officer by presenting the removal for a two-thirds majority of voting members present at the membership meeting. However, before the members may remove an officer, that officer is entitled to speak before the members vote. The members may fill a Board vacancy, which they create by removal, by an election at the same meeting.
Sec. 5. Replacement. The Board must replace an officer by appointment until the next annual or general meeting, whichever the Board decides.
Sec. 6. President. The president is the chief executive officer of the Association. The president presides at meeting of the general membership and the Board.
Sec. 7. Vice-President. The vice-president serves in the absence of the president. In the absence of the president, the vice-president is delegated responsibility to name or establish ad hoc or standing committees for the benefit of the Association.
Sec. 8. Secretary. The secretary must:
(a) provide notice of general membership and Board meetings as required by these By-Laws;
(b) record minutes of general membership and Board meetings; and
(c) keep Association records as the Board directs.
Sec. 9. Treasurer. The treasurer must account for Association funds.
Sec. 10. Liability. The officers are not liable, collectively or individually, for their services, unless the officers act in a manner that a court determines is either grossly negligent or reckless.
Sec. 11. Expenditure Authority. Officers shall have the authority to authorize expenditures up to $50, without membership approval. .
ARTICLE VII - FINANCIAL AFFAIRS
Sec. 1. Fiscal Year. The fiscal year of the Association is from October 1 through September 30.
Sec. 2. Inspection of Financial Records. The treasurer must make the Association financial records available to a member of inspection within a reasonable time of the member's request.
Sec. 3. Annual Audit. At the close of the fiscal year, the Board must provide for an internal audit of the Association's financial records. On the basis of the audit, the treasurer must provide each voting member with an annual financial statement that summarizes all income and expenses of the Association as required by the Board.
Sec. 4. Legal Documents and Checks. With prior approval of the membership of the Board, the president may sign contracts and other legally-binding documents. Both the president and the treasurer must sign checks. With prior approval of the Board, the vice-president may sign checks in the absence of the president or the treasurer; in the absence of two of the three aforementioned officers, the secretary may sign checks.
ARTICLE VIII - RULES OF PROCEDURE
The Association must follow Roberts Rules of Order, vised, edition, for rules beyond the scope of these By-Laws. The members may suspend Roberts Rules of Order by a majority of voting members present.
ARTICLE IX - ADOPTION AND AMENDMENT OF BY-LAWS
The Board must adopt and approve the Association's By-Laws; this was done on April 27, 1992. These By-Laws will then be presented to the general membership for ratification at either the first or second general membership meeting; this was done on April 29, 1992. Only the voting members may amend these By-Laws by a majority vote of members eligible to vote.
April 29, 1992