Federation of Community Associations

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Bylaws

Article I

The organization shall be known as:
Federation of Community Associations of the District of Columbia (referred to herein as the “Federation”).

Article II

Object and Jurisdiction

  • Section 1- The objective of the Federation is to provide a forum for the expression of opinions, to further the interests of the people of the District of Columbia as represented by the Federation’s member organizations, and to secure and make effective their united action.
  • Section 2 – The jurisdiction of the Federation shall extend to matters of both general and specific interest, to which member organizations may require concerted action.
  • Section 3 – The Federation was organized in 1910 and incorporated in 1940 as a non-profit organization, organized under the laws of the District of Columbia.

Article III

Membership

  • Section 1- A citizens organization whose purpose is advancing its community’s and the general interests of the District of Columbia, is eligible for admission to the Federation, provided it is properly organized to pursue its mission, has held regularly ordered meetings and has certified to the Federation that its officers and delegates to the Federation are bona fide residents of the District of Columbia and it has at least twenty-five (25) paid members who meet the organization’s criteria. This class of membership is entitled send voting delegates. See Article IV, Representation, Section 1.Section 2 – There shall be a class of membership known as “associate membership.” Such associate membership shall be open to citizen groups that advance the interests or advocate on behalf of a discrete group of citizens in the District of Columbia or with respect to a discrete issue affecting citizens of the District of Columbia, providing such group is properly organized for community and neighborhood betterment and not for the advancement of its members’ or organizers’ personal interests. Examples of such groups include such groups that are organized as “Friends of…” and “Villages.” The Federation shall be the sole judge of which organizations are eligible for associate membership. Officers or representatives of associate members will be non-voting participants and may attend meetings of the Assembly and coordinate common efforts with the Federation but shall have no right to vote on any Federation business. The membership fee for such associate members shall be established by the Board.
  • Section 3 – Associations formed along occupational, business or professional lines, or any association of a purely political, sectarian or social nature may be admitted to membership subject to a three-fourths (3/4) vote of delegates present and voting.
  • Section 4 – Membership in the Federation in no way limits the member’s liberty of action on any subject, by the member’s membership in the Federation.
  • Section 5 – An application meeting the requirements of Section 1 or Section 2 of this Article may be accepted, if approved by two-thirds (2/3) vote of the delegates present and voting at any regular meeting pursuant to the following procedure:
    • a. The application must be submitted in writing or by email to the President of the Federation not less than one month before the meeting at which the delegates will be asked to vote. This application should be signed by a presiding officer.
    • b. Such application shall be referred by the President to the Board for its consideration.
    • c. The Board shall report to the President by the date of the next Assembly meeting, and the vote on acceptance of new applicant associations shall be held at that meeting.
    • d. Included in the notice of Assembly meetings shall be the names of proposed member associations.
  • Section 6 – If any member association (1) shall fail to maintain a membership of at least twenty-five (25) members, (2) shall fail to hold meetings as regularly ordered by its own by-laws, (3) shall fail to pay dues to the Federation as required herein, or (4) is otherwise disqualified by any of the provisions of these By-laws, the member shall cease to be in good standing and upon recommendation by the President or Board, a written notice to that effect shall be sent to such member association. Thereafter, the association shall be suspended from membership unless and until it perfects its membership status.
  • Section 7- Such association will have a sixty-day (60) period to perfect its membership status upon receipt of written notice under Section 6 of this Article III, at the conclusion of which it may rest on its written submission or request a hearing by the Board. In such cases, the Board shall have full and sole power to determine the eligibility for membership of said association, and its decision thereon shall be final. The Board shall act on the written submission, or if requested, hold a hearing within fifteen (15) days and thereafter within forty-five (45) days of the written submission or within thirty (30) days of the close of a hearing, notify the association affected of its decision.
  • Section 8– It is the intent of the Federation to hold itself out as a separate legal entity. Therefore, to the fullest extent permitted by law, neither the members, officers, directors nor delegates shall be individually liable for the debts, money damages or obligations of the Federation by virtue of their status as members, officers, directors or delegates. Officers, directors or delegates shall not be personally liable to the Federation or its members for any debts, money damages or obligations to the extent such protection from or limitation of liability is permitted by law. The Federation shall, to the fullest extent permitted by law, indemnify the officers and directors of the Federation. The Federation, with proper approval, may purchase officers and directors, errors and omissions liability insurance or like insurance to cover its officers and directors. For purposes of service of process including a summons, complaint or other legal documents, only the officers of the Federation are authorized to accept such service on behalf of the Federation.

Article IV

Representation

  • Section 1 – Each association in good standing in the Federation is entitled to three (3) voting delegates, who must be identified in writing to the Secretary of the Federation. In addition, each association is entitled to three (3) alternates, who may vote in the absence of delegates. No delegate or alternate shall be recognized as representing more than one member organization.
  • Section 2 – The president of any member association in good standing, but excluding associate members, may serve in ex officio capacity as a delegate to the Delegate Assembly with full voting rights when in attendance. The president may not assign nor give this vote to any other person, nor use as a proxy.
  • Section 3 – The Assembly of the Federation shall be comprised of the properly identified voting representatives of all member associations in good standing. The Assembly shall have such rights as are provided in the By-laws.
  • Section 4 – Emeritus Delegates – The Board may, in recognition of five (5) years of faithful service to the Federation, elect emeritus delegates by two-thirds (2/3) vote at any regular meeting of the Board. Such emeritus delegates shall have privileges of the floor and committee membership but shall not be entitled to vote at assembly meetings. Such delegates shall pay dues as set by the Board.
  • Section 5 – Emeritus Board Members – The Board may, in recognition of five (5) years of faithful service on the Board, elect emeritus members by two-third (2/3) vote at any regular meeting of the Board. Such emeritus members shall have privileges of the floor, committee membership and voting at Assembly meetings, but shall not be entitled to vote at Board meetings. Emeritus members shall pay dues as set by the Board.
  • Section 6 – Associate Delegate – The Board may recognize individuals who are residents of the District of Columbia, who have a particular expertise, knowledge, or skill as non-voting associate delegates. An associate delegate shall have the right to attend meetings of the Assembly and attend, by invitation, meetings of the Board or committees, but shall have no right to vote. Such individuals must be approved as associate delegates by two-third (2/3) vote of the Board. They may, when approved by the President or Board, act for or represent the Federation, providing testimony, advocacy or other representation on issues or subjects of their expertise. Such delegates shall pay dues as set by the Board.

Article V

Officers

  • Section 1- The officers of the Federation shall consist of a President, Vice President, Secretary and Treasurer, all of whom shall be voting delegates from member organizations, whose duties shall be such as usually pertain to the respective offices. All disbursements require the signature of the Treasurer or the President.
  • Section 2 – The President shall preside over all meetings, chair the Board, set the agenda for meetings, serve as the spokesperson for the organization, establish committees as needed, appoint the members of all committees and perform such other tasks delegated and authorized herein.
  • Section 3 – The Vice President shall serve as chair of meetings in the absence of the President and shall perform all other duties as may be assigned by the President. The Vice President shall be responsible for membership activities including recruitment and recordation of members.
  • Section 4 – The Secretary shall record, maintain, and distribute the meeting minutes and shall maintain all formal and legal documents as well as all Federation correspondence. The Secretary shall be responsible for maintaining up-to-date member and delegate voting rolls.
  • Section 5 – The Treasurer shall keep all financial books and records and shall prepare and distribute financial statements (to include an income statement and balance sheet) to the Board on a monthly basis during the program year, or at the request of the President. The Treasurer shall give a written report at each meeting and shall oversee the preparation and filing of tax returns.
  • Section 6 – There shall be four directors of the Federation. These positions shall be filled by those individuals holding the offices of President, Vice President, Secretary and Treasurer of the Federation. Except to the extent prohibited by law, the rights, duties, and obligations of the directors under the law shall be delegated to the above-referenced four officers.

Article VI

Executive Board

  • Section 1 – The Executive Board (“Board”) shall be comprised of the elected officers and ten (10) voting delegates, who shall be elected for a term of one year. Any vacancy shall be filled by appointment by the President.
  • Section 2 – Membership – Employees of the DC Government may not serve on the Board.
  • Section 3 – Meetings of the Board shall hold regularly scheduled meetings. Meetings may also be held upon call of the President, or upon the request of three or more Board members, providing that written notification is given to all Board members at least 72 hours in advance of the meeting. Notification via email is acceptable.
  • Section 4 – The Board shall have full powers to act for the Federation when such action is necessary between meetings, so long as a quorum is present at any meetings. The quorum will be comprised of at least two-fifths (2/5) of the filled Board seats. The action of the Board, so taken, shall be reported at the next Delegate Assembly and shall stand as the official act of the Federation, unless and until the Assembly may act otherwise. Notwithstanding the foregoing, the Board shall have no authority to amend these By-Laws, nor shall it have any authority to perform any act which is required by these By-Laws to be performed by the Delegate Assembly.
  • Section 5 – The President shall propose a budget for the next fiscal year for adoption at the last meeting of the fiscal year.
  • Section 6 – If the President determines that circumstances require, the Board may vote by electronic means.
  • Section 7 – At all Board meetings all votes shall carry by majority vote of those present and those submitting written proxies. In electronic voting all votes shall carry by majority vote of all members who vote. The Board shall define the process for proxy voting. General and specific proxies are permitted.
  • Section 8 – The fiscal year shall be January to December.

Article VII

Officers: Nominations and Elections

  • Section 1- Nomination of officers and members of the Board may be made by any delegate by submitting the name of the candidate to the Secretary of the Federation. Nomination of individuals wishing to run on a slate must be submitted on or before April 1. Nominations may be made by delegates from the floor at the June election meeting.
  • Section 2 – Election of officers and members of the Board shall by written ballot, a show of hands or acclamation, at the June meeting. Officers shall require a majority vote to be elected, while members of the Board shall require only a plurality.
  • Section 3 – The terms of officers and Board members shall be for one year, beginning at the close of the June meeting, and continuing until their successors are elected or until they resign, are disqualified, or removed from office. Neither the President nor the officers may serve more than three (3) terms consecutively.
  • Section 4 – In the event of the resignation or disqualification of any officer, the President shall have the power to make a temporary appointment, which shall continue in effect until the next meeting of the Delegate Assembly. In the event of the absence or inability to act by the President, this power shall be exercised by the Vice President, and in the absence or inability of both said officers to act, this power shall be exercised by the Secretary.
  • Section 5 – In the event of any member of the Board becoming incapacitated or unable to act or when there is an open Board seat, the Board shall have the power to make a temporary appointment based on a majority vote, which shall continue in effect until the next meeting of the Delegate Assembly.
  • Section 6 – Disqualification – Three (3) unexcused absences from regular schedule Board meetings, and/or the inability of a member to perform or conduct Board business, may result in the member being retired by two-thirds (2/3) vote of Board members present and voting.

Article VIII

Assembly: Meetings, Votes and Debate

  • Section 1- Regular meetings of the Assembly of the Federation shall be held throughout the year, at the time set forth by the Board. The June meeting shall be the annual meeting and the election of Board Members and Officers.
  • Section 2 – The regular meetings of the Delegate Assembly shall normally be held on the fourth Tuesday of the month from September through June, or as determined by the President.
  • Section 3 – Special Assembly meetings may be called by the President or the Board or shall be called upon a written request signed by at least one delegate from each of five (5) member associations, and notice of such meetings shall state the subject or subjects to be considered. The only business to be conducted at the Special Assembly meetings is that which is stated on the notice sent about the meeting.
  • Section 4 – A quorum shall consist of at least seven delegates from at least four different member associations in good standing, as shown on official records of the Federation, under the terms herein.
  • Section 5 – Upon the request of delegates representing at least four (4) member associations, the yeas and nays shall be determined by calling the roll.
  • Section 6 – In debate, a delegate may speak once on the same subject during the first round of delegates’ comments; thereafter, only twice on the same subject.
  • Section 7 – It shall be the duty of the presiding officer, during discussion, to confine delegates to the subject under discussion.
  • Section 8 – All voting at meetings of the Assembly shall be in-person. There shall be no electronic, telephone or mail voting. Proxy voting shall only be permitted when an issue requires a vote and has been placed in advance on the announced agenda, either by action of the delegates at a previous meeting or by the President with at least 14 days advance notice to the delegates of the upcoming vote. This includes voting on amendments to these By-laws and election of officers. A delegate wishing to have another delegate cast his or her vote by proxy must provide that delegate with explicit written authorization and the delegate voting the proxy must provide proof of such written authorization at the time the delegate seeks to cast the vote. Email authorization is acceptable proof for this purpose.

Article IX

Dues

  • Section 1- The annual dues of each member association shall be established by the Delegate Assembly and shall be payable at or before the first meeting following August 31 of each year. Changes in dues shall be proposed by the Board and submitted to the Delegate Assembly at least two weeks before the meeting in which the proposal will be presented for consideration.
  • Section 2 – Dues for associations admitted to membership in the second half of the program year (i.e., after January) shall be one half of the established dues in the year of admittance only.
  • Section 3 – Any member association that fails to pay annual dues at or before November 1 shall be considered not in good standing and shall forfeit all voting rights. Good standing and voting rights of such associations shall be restored immediately upon payment of dues, unless actions have been taken under Article III, Section 6.

Article X

Resolutions and Communications

  • Section 1- Written resolutions and communications calling for action upon matters not already before the Federation should be forwarded to the President, who may, in the interval between meetings, refer the matter to the proper committees for appropriate action.
    • a. The committee chairperson, or designee, shall report to the Assembly on all actions relating to resolutions, communications and other matters brought before the committee.
    • b. The Board shall be empowered to act in the stead of any committee that fails to bring a matter to the Assembly for resolution within two months, or sooner, as may be determined by majority vote of the Board.
  • Section 2 – Any resolution, communication, report or other item of business may be received and acted upon by the Assembly, without referral to a committee, as may be determined by the President.

Article XI

Committees and Appointed Positions

  • Section 1 – Ad hoc or standing committees shall be established and approved by the Board as needed.
  • Section 2- In addition to the elected officers provided for in the By-Laws, the Board may appoint delegates to the following positions:
    • Parliamentarian
    • Historian
    • Sergeant-at-arms

The terms of such delegates shall be for one (1) year, ending in June, and they shall serve at the pleasure of the President.

Article XII

Rules of Order and Order of Business

  • Section 1 – In all proceedings of the Federation, if no rule has been adopted, “Roberts Rules of Order” shall be authoritative.
  • Section 2- The President shall establish the agenda of each meeting.

Article XIII

Amendments

  • Section 1-These By-Laws may be amended by two-thirds (2/3) vote of the delegates present and voting at any Delegate Assembly, provided that copies of the amendment be made available to all member organizations at least a thirty (30) days prior to the actual vote.
    Ratified April 28, 2015