ARTICLE I: NAME AND LOCATION
The name of this organization shall be KENSINGTON HEIGHTS CIVIC ASSOCIATION (“KHCA”). The principal location of KHCA shall be in the Kensington Heights Neighborhood (as defined in Article III, Section 1 below), in Montgomery County, Maryland.
ARTICLE II: PURPOSE
Section 1. Mission Statement: KHCA is a non-partisan neighborhood organization dedicated to representing the interests of homeowners and residents of the Kensington Heights Neighborhood. We are an organization within which homeowners and residents can come together to acquire and disseminate information and support each other in our common goals of maintaining and enhancing
the quality of life in our community. KHCA shall operate without regard to race, color, religion, national origin, gender, age, marital status, personal appearance, sexual orientation, gender identity or expression, family responsibilities, genetic information, disability, matriculation, or political affiliation.
Our goals include:
- To preserve and enhance the quality of life in the Kensington Heights Neighborhood.
- To promote community engagement and provide activities to bring KHCA members together.
- To serve as a liaison between the KHCA members and our elected officials.
Section 2. Our Vision: KHCA’s Vision is:
- To amplify the civic voice and ensure resident participation in shaping the future of the Kensington Heights Neighborhood and surrounding areas;
- To keep the Kensington Heights Neighborhood a livable and safe community; and
- To continue to build a bright future for the place we call home.
ARTICLE III: MEMBERSHIP
Section 1. Kensington Heights Neighborhood’s Geographic Boundaries: For the purposes of KHCA, the “Kensington Heights Neighborhood” is hereby defined as including all residential properties whose legal descriptions for Montgomery County tax purposes assign the properties to Kensington Heights plus certain adjoining blocks that have been officially added to KHCA over the years. Such properties lie within the area (see KHCA Map, Attachment A) that is bounded approximately by a line beginning at the Westfield Wheaton entrance road at Valley View Drive and running west along the south side of University Boulevard West to its intersection with St. Paul Street,
continuing along the east side of St. Paul street to its intersection with Dupont Avenue; running east along Dupont Avenue and then south to Plyers Mill Road on the west side of the Kensington Orchids subdivision, continuing along the backyards of the south side of Jennings Road to its intersection with Brunswick Avenue, zigzagging to the intersection of Torrance Drive with McComas Avenue (including homes on both sides of Torrance Drive), continuing along the backyards of the north side of McComas (and including Littleford Lane, Melvin Grove Court, and Torrance Court) that represents the south boundary of Westfield Wheaton Mall, and heading north along the boundary with Westfield Wheaton to connect back to the corner of University Boulevard West and the Westfield Wheaton entrance road at Valley View Drive.
Section 2. Associate Members: All property owners and residents who are at least 18 years old and reside within the geographic boundaries of the Kensington Heights Neighborhood are automatically “Associate Members” of KHCA. Associate Members are welcome to attend and speak at all KHCA meetings and events. However, Associate Members are not entitled to vote on any matters brought up for a vote before KHCA, to serve on KHCA Committees, or to serve as a KHCA Officer.
Section 3. Active Members: All Associate Members are eligible to become “Active Members.” In order to become an Active Member, an Associate Member must submit a completed “Membership Activation Form,” a sample of which is attached hereto as Attachment B. Membership Activation Forms are available on the KHCA Website and can be submitted electronically, by mail, or by delivery
to any KHCA Officer or “Block Captain” (as defined in the mission statement of the Communication and Bylaws Standing Committee).
Upon receipt of a completed Membership Activation Form, the Vice President of KHCA shall confirm that the individual’s stated address is within the Kensington Heights Neighborhood. Upon such confirmation, the Associate Member will immediately become an Active Member for 2 years. An Associate Member may submit the Membership Activation Form to become an Active Member at any time, including immediately prior to: (1) submission of a written proxy vote, (2) submission of any other vote electronically, or (3) the commencement of any Membership Meeting.
Only Active Members are entitled to: (1) vote on matters brought up for a vote before the KHCA, (2) serve on any KHCA Committee, and (3) serve as a KHCA Officer. To maintain one’s status as an Active Member, he/she must submit a Membership Activation Form every 2 years, indicating any changes in the requested information or checking the box indicating that there have been no changes to the requested information.
Section 4. Records: All membership records shall be kept by the Vice President of KHCA and shall include, at a minimum, the following information: name, address, telephone number, and e-mail address (if provided) of each Active Member. The Vice President shall also make note of any Active Members who do not have Internet access and shall cooperate with the Executive Committee to ensure that such Active Members receive notice of all Membership Meetings, as defined in Article IV below, and are provided means for voting other than online. The Vice President shall make current membership records available at each Annual, General Membership, and Special Meeting of KHCA.
ARTICLE IV: MEMBERSHIP MEETINGS
Section 1. Membership Meetings: “Membership Meetings” shall include the Annual Meeting, General Membership Meetings, and any Special Meetings of KHCA. Membership Meetings shall not include meetings of the Executive Committee or any other Committee of KHCA.
Section 2. Notice of Meetings: Notice of not less than ten (10) calendar days prior to all Membership Meetings shall be provided by the President or his/her designee(s) by e-mail or hand distribution to all Active Members. Such notice shall also be provided to all Associate Members whose e-mail addresses are on file with the Vice President. Such notice also shall be provided on the KHCA Website. The notice shall include the date, time, location, and proposed agenda for the meeting.
In the event that the proposed agenda includes the election of any Officer(s) or proposed amendments to the Bylaws, the meeting notice shall include a proxy ballot and instructions for submitting votes by mail or electronic means. Any new business requiring a vote that is not on the agenda distributed with the notice of meeting shall be referred to the proper committee for action and can be raised for a vote at a later date.
Section 3. Annual Meeting: The date, time, and place of each Annual Meeting shall be set by the Officers of KHCA. If no time and date are set, the meeting will be held on the second Wednesday of October at 7:30 p.m. The Annual Meeting should be held within or near the boundaries of the Kensington Heights Neighborhood.
The Annual Meeting shall be called for the purposes of: (1) election of officers, if required under the terms of Article V, below; (2) receipt of reports on the affairs of KHCA from the Officers and Executive Committee; and (3) transaction of any other business necessary and proper, which may include presentations by guest speakers. For the Annual Meeting, a quorum shall consist of at least fifty percent (50%) of the KHCA Officers and ten percent (10%) – but not less than thirty (30) – of the Active Members of KHCA, including those physically present at the Annual Meeting and those submitting proxy votes (whether by mail or electronic means) in advance of the Annual Meeting.
The order of business at the Annual Meeting of KHCA shall be:
- Call to Order
- Note quorum
- President's report
- Treasurer’s Report
- Reports of Committees
- Remaining Agenda Items
- New Business
The President may alter the above order of business when he/she determines that doing so would be in the best interest of KHCA.
Section 4. General Membership Meetings: In addition to the Annual Meeting, General Membership Meetings shall be held periodically throughout the year. The date, time, and place of such General Membership Meetings shall be set by the Officers of KHCA. Whenever possible, General Membership Meetings should be held within or near the boundaries of the Kensington Heights Neighborhood. There shall be a minimum of two (2) General Membership Meetings held per year, though the Officers may, at their discretion, call additional General Membership Meetings. For General Membership Meetings, a quorum shall consist of those Active Members present at such
meeting and at least fifty percent (50%) of the KHCA Officers. General Membership Meetings are intended to be more procedurally streamlined than the Annual Meeting and to provide an open forum for KHCA Members to raise concerns, discuss issues affecting the Kensington Heights Neighborhood, and foster a greater sense of community among the membership. To facilitate these goals for General Membership Meetings, the President, with the advice of the Executive Committee, may set forth a proposed agenda in advance of the meeting. In the event that the President sets forth a proposed agenda for a General Membership Meeting, such proposed agenda shall accompany the notice of the General Membership Meeting. The President, with the advice of the Executive Committee, may also opt to hold General Membership Meetings with no agenda, wherein KHCA members shall be invited to ask questions of any Officers and Committee Chairperson, raise any issues of concern, and discuss any matters potentially of interest to other KHCA members. In addition, at the discretion of the KHCA Officers, General Membership Meetings may be held in conjunction with social, community service, or other events sponsored by KHCA.
Section 5. Special Meetings: The President may call a Special Meeting of KHCA whenever he/she deems it advisable. The President must call a Special Meeting within three (3) weeks when presented with a written Petition (electronic or hardcopy), signed by at least ten (10) Active Members requesting such a meeting. For Special Meetings of KHCA, a quorum shall consist of those Active Members present at such meeting and at least 50% of the KHCA Officers, unless the Special Meeting is called to consider a petition to remove an Officer pursuant to Article V, Section 1, below. Only such business as the Special Meeting was called to consider may be discussed or acted upon at such meeting.
Section 6. All Meetings Open to the Public: All Membership Meetings of KHCA shall be open to the public. Any member of KHCA may speak at such meetings; however, only Active Members of KHCA shall be eligible to vote. Members of the public who are not KHCA members may speak at KHCA Membership Meetings if invited to do so by any KHCA Officer, or upon the motion of any Active Member that is passed by a majority vote of Active Members present at such meeting.
ARTICLE V: ORGANIZATION
Section 1. Officers: The Officers of KHCA shall be a President, Vice President, Secretary, and Treasurer. Officers shall be elected by majority vote at every other Annual Meeting (in odd-numbered years). In the event that no majority is reached on a ballot for any office, a run-off election shall be held immediately between the two nominees with the most votes for that office. A term of office shall run for 2 consecutive years. Subject to the provisions of Article V, Section 2, below, individuals are ineligible to hold the same office for more than two (2) terms. An individual who has served two terms in one office, who is therefore ineligible to serve in such office again, remains eligible to run for a different office. Should a vacancy occur during any term of an Officer, such vacancy shall be filled by appointment of the President, with the advice and consent of the Executive Committee (as set forth in Article V, Section 3, below). The newly appointed Officer shall complete the remaining portion of the elective term of the vacated office and such service shall not count towards the appointee’s term limit for such office. If the vacancy is in the office of the President, the Vice President shall assume the Office of President in accordance with Article VI, below.
An Officer may be removed from office prior to the expiration of his/her term. The removal of an Officer can only be initiated by a written Petition (electronic or hardcopy), signed by at least ten (10) Active Members, and shall require the scheduling of a Special Meeting pursuant to Article IV, Section 5 above. However, removal of an Officer shall be treated as an “election of Officer(s),” wherein proxy ballots must accompany the notice of a Special Meeting where such measure will be considered. A two-thirds vote of the Active Members physically present at the Special Meeting and those submitting proxy votes (whether by mail or electronic means) in advance of the Special Meeting is required to remove an Officer.
Section 2. Officer Nominating Committee: The Officer Nominating Committee (“ONC”) shall be comprised of three (3) Active Members who are not serving as Officers of KHCA at the time the ONC is convened. The President shall solicit volunteers to serve on the ONC and KHCA’s Active Members shall elect the members of the ONC from among the volunteers at every other Annual Meeting, (i.e.,
Annual Meetings held in even-numbered years). In the event that fewer than three (3) Active Members volunteer to serve on the ONC at the Annual Meeting, KHCA’s Active Members shall elect as many members of the ONC as possible at the Annual Meeting. The newly elected ONC member(s) shall work with the Executive Committee to recruit additional Active Members to fill any remaining positions on the ONC. The ONC shall propose a slate of officers to be presented at the next Annual Meeting. At the Annual Meeting where the ONC presents the proposed slate of officers, the floor will be open for additional nominations and discussions.
In the event that all ONC members unanimously certify that, despite their best efforts, they have been unable to identify any eligible member interested in running for a particular office, the term limits set forth in Article V, Section 1, above, shall be suspended with respect to such office. The suspension of applicable term limits shall render any Active Member who has previously held that office for two or more terms eligible to run for that office for one additional term. This process may be repeated during subsequent election cycles, thereby allowing an otherwise ineligible individual to serve additional terms in a particular office; however, the ONC must certify that no other eligible members interested in running for the office could be identified for every election cycle.
Section 3. Representation of KHCA in External Activities: The President of KHCA is the only individual authorized to represent KHCA in any external activities. The President, with the advice and consent of the Executive Committee, may authorize the Vice President to serve as his/her designee and to represent KHCA in external activities. If the Vice President cannot or prefers not to serve, the President may appoint another Active Member of KHCA to serve as his/her designee and to represent KHCA in external activities, with the advice and consent of the Executive Committee. The President must expressly set forth the scope of any such authorization and keep a written record thereof. Such records shall be made available on the KHCA Website, as well as to any Active Member upon request. Any Active Member who is appointed by the President to serve as his/her designee shall only act within the scope of such designation and shall not purport to represent KHCA with respect to any matters beyond the scope of the designee’s authority. It will be the responsibility of anyone who represents KHCA in external activities to keep the Executive Committee apprised of those activities on a regular basis. If it is determined by the Executive Committee that any Active Member authorized to speak on behalf of KHCA in external activities has attempted to represent KHCA with respect to matters beyond the scope of the designee’s authority, the President shall be required to withdraw all authority granted to such Active Member and take any steps necessary to correct the unauthorized statements.
ARTICLE VI: DUTIES OF OFFICERS
Section 1. President: The duties of the President of KHCA shall include: (1) supervise KHCA affairs and activities in accordance with the purpose of the association as expressed in Article II, above; (2) call and preside over all Membership Meetings; (3) serve as the Chairperson of the Executive Committee and an ex-officio Member of all Standing Committees; (4) authorize the payment of all bills, vouchers, invoices, etc., on behalf of KHCA; (5) sign all official KHCA correspondence, except correspondence solely concerning KHCA-sponsored social affairs (which may be signed by any KHCA Officer) and correspondence specific to Standing Committees (which may be
signed by the Committee Chairperson), with a copy to the President; (6) appoint the Chairperson of all Committees other than the Executive Committee; (7) assure the availability of a meeting location for all Membership Meetings; (8) assume check signing powers in the absence of the Treasurer; (9) present to KHCA all relevant correspondence received and all correspondence sent on behalf of KHCA; (10) serve as the Immediate Past-President for one term following the expiration of his/her term as President; (11) represent KHCA in all external activities (personally or by designee); and (12) represent KHCA (or designate a representative) to such umbrella civic organizations as the Coalition of Kensington Communities, the Wheaton Citizens’ Coalition, and the Montgomery County Civic Federation.
Section 2. Vice President: The duties of the Vice President of KHCA shall include: (1) act on behalf of the President in the President's absence; (2) serve as an ex-officio member of all Standing Committees; (3) maintain all membership records and verify membership eligibility; (4) serve in additional capacities as requested by the President; and (5) succeed to the Office of the President in the event that it becomes vacant before the elective term of the President expires. Should the Vice President succeed to the Office of the President, he/she shall appoint a Vice President Pro Tempore to serve the remaining portion of the Vice President’s elective term.
Section 3. Secretary: The duties of the Secretary of KHCA shall include: (1) serve as the legal custodian of all official records of KHCA, except those records specifically related to the responsibilities of other Officers or Committees; (2) maintain copies of Standing Committee mission statements; (3) keep the minutes of all KHCA Membership Meetings; (4) maintain copies of the KHCA Bylaws and make copies available to members upon request and at all Membership Meetings; (5) assist in the preparation and distribution of KHCA publications; and (6) keep the minutes of Executive Committee meetings.
Section 4. Treasurer: The duties of the Treasurer of KHCA shall include: (1) serve as the custodian of all KHCA funds; (2) promptly pay all debts of KHCA, when authorized by the President; (3) disburse KHCA funds as authorized by the KHCA Bylaws and/or any Special Resolution; (4) keep books and records showing all itemized receipts and disbursements, and prepare and submit to the President, if so requested, a statement of financial condition at each Membership Meeting; and (5) prepare and submit to the President a yearly written report on the financial condition of KHCA, to be presented at the Annual Meeting. When accepted by the membership, such reports shall become part of the official reports, to be maintained by the Secretary.
ARTICLE VII: EXECUTIVE COMMITTEE
Section 1. Membership and Duties: The Executive Committee shall consist of the Officers of KHCA, the Chairperson(s) of each Standing Committee, and the Immediate Past-President. The Executive Committee shall function as a steering committee, and shall be responsible for analyzing matters of concern to KHCA. When, in its opinion, matters should be considered by the full membership, the Executive Committee shall submit an agenda item for consideration at the next Membership Meeting. The Executive Committee may authorize expenditures of KHCA funds; written record of such authorizations shall be retained by the Treasurer.
Section 2. Meetings: The Executive Committee shall meet at regular intervals between Membership Meetings, at a time and place to be determined by the President, with advice and consent of the Officers. A meeting may be called by a majority of the members of the Executive Committee provided at least three (3) days notice is given to all Executive Committee members. All Active and Associate Members are welcome to attend a meeting of the Executive Committee; however, Active and Associate Members may be asked to indicate their intention to attend Executive Committee meetings in advance in order to ensure the meeting is held at a location that can accommodate all who wish to attend.
Section 3. Voting and Chairing. The President – or the Vice President in the absence of the President – shall serve as the chairperson of all Executive Committee meetings. A quorum is considered a majority of the Executive Committee members. Each member of the Executive Committee shall have one vote, and a vote cannot be taken without a quorum being present. Each person who is a member of the Executive Committee shall have one vote, regardless of the number of positions the person holds within the Executive Committee.
ARTICLE VIII: COMMITTEES
Section 1. General Provisions: Membership of all committees, except the Executive Committee, shall be open to any Active Member of KHCA. Active Members may volunteer to serve on any Standing or Special Committee. The Chairperson of any Standing Committee may appoint another Active Member of KHCA to serve as the Vice-Chairperson of such Standing Committee. Section 2. Standing Committees: The following shall be established as “Standing Committees” of KHCA: (1) Committee on Communication and Bylaws (which includes the KHCA Website); (2) Committee on Land Use; (3) Committee on Traffic, Crime, and Safety; (4) Committee on Public Schools and Education; and (5) Committee on Beautification and Environment. Section 3. Responsibility of Standing Committees: Each Standing Committee shall have a written mission statement setting forth the duties and functions of that committee. The initial mission statement of each Standing Committee shall be prepared by the Standing Committee Chairperson, subject to approval by the Executive Committee. The Standing Committee Chairperson may thereafter propose amendments to the mission statement of that Standing Committee for consideration and approval by the Executive Committee. Each Standing Committee Chairperson is responsible for keeping the Executive Committee informed of his/her Committee’s activities and issues and for proposing agenda items to the Executive Committee to be considered at a Membership Meeting.
Section 4. Special Committees: From time to time, as the need arises, the President, with the advice and consent of the Executive Committee, may create Special Committees to study, investigate, and report on any topic or specific project the President selects. Such a Special Committee may exist for a single purpose or a set of purposes, and can be dissolved by the President, with the advice and consent of the Executive Committee. Special Committees shall have a written charge and defined period of operation established by the President, with the advice and consent of the Executive Committee. The establishment of such Special Committees shall be reported to the membership of KHCA at the next General, Annual, or Special Meeting and on the KHCA Website.
Section 5. Committee Meetings: Committee meetings shall be called by the Committee Chairperson, or Vice Chairperson, who may be appointed by the Chairperson to act in his/her absence, in accordance with the Committee Mission statement.
ARTICLE IX: FUNDING
Section 1. Annual Donations: KHCA does not require the payment of dues by any member. However, Active Members are encouraged to make a voluntary Annual Donation to KHCA to help offset KHCA’s operating expenses. The suggested annual donation for Active Members shall be established by the Executive Committee annually and announced at the first Membership Meeting of each calendar year and on the KHCA Website.
Section 2. KHCA Account: KHCA funds will be deposited in a checking account in an FDICinsured financial institution, held in KHCA’s name, with full authority to deposit and withdraw funds vested in the President and the Treasurer. Only one signature will be required for withdrawals.
Section 3. General Funds: Authority to expend unallocated KHCA money held in the General Funds is subject to the following provisions:
The Treasurer has the authority to dispense funds up to and including $200.00, after consultation with the President. Expenditures of amounts greater than $200.00 must be authorized by a majority vote of the Executive Committee. All funds and financial records shall be subject to a yearly review by a certified public accountant or similarly qualified individual, or an audit committee of no fewer than three (3) Active Members, as selected by the President and approved by the Executive Committee. The result of this review shall be reported on the KHCA Website and at the next Membership Meeting.
ARTICLE X: PUBLICATIONS
Section 1. KHCA Website: KHCA shall maintain a Website at http://www.kensingtonheightsmd.org (the “KHCA Website”). The Chairperson of the Communication and Bylaws Standing Committee shall appoint a KHCA “Webmaster” and “Assistant Webmaster” responsible for working with the Executive Committee to disseminate information of interest to the members of KHCA. The KHCA Webmaster shall cooperate with the Vice President in maintaining a record of current e-mail addresses for all Active Members for use in transmitting meeting notices as required under Article IV, Section 2, above, and such other communications as the Executive Committee shall deem appropriate. The KHCA Webmaster, with advice and consent of the Executive Committee, shall also be responsible for devising a method for acceptance of electronic votes by Active Members and transmission of such electronic votes to the appropriate member(s) of the Executive Committee to be counted.
Section 2. Other Publications: The KHCA may from time to time publish and distribute articles, letters, reprints, columns, maps and charts, notices, directories, newsletters, and other information of general interest, either electronically or in print.
ARTICLE XI: VOTING
Section 1. Elections and Amendment of Bylaws: When the matter up for a vote is: (1) the election of Officers (including the removal of an Officer); or (2) amendment of the Bylaws, Active Members may vote on such matters either by being physically present at such Membership Meeting or submitting a proxy ballot in advance of the Membership Meeting at which such matters will be considered. The notice of any Membership Meeting at which election of Officers or amendment of Bylaws will be voted upon shall include a proxy ballot and instructions for submitting such ballot electronically and by U.S. Mail. Only Active Members of KHCA may vote and each Active Member is entitled to one (1) vote. Any Active Member who chooses to submit a proxy ballot acknowledges that he/she will not be able to vote anonymously. Proxy ballots must be signed (electronic signatures are acceptable) and dated by the Active Member. In the event that an Active Member submits more than one proxy ballot for a vote, only the vote bearing the most recent date will be counted. In the event that an Active Member submits a proxy ballot and is physically present at the Membership Meeting, only the vote cast at the Membership Meeting will be counted.
Section 2. Online Voting: With the exception of matters set forth in Article XI, Section 1, above, Active Members may vote on matters brought for a vote at any Membership Meeting by voting online within seven (7) calendar days after such Membership Meeting. Only Active Members of KHCA may vote and each Active Member is entitled to one (1) vote. The Executive Committee is authorized to institute those measures deemed necessary and prudent to facilitate online voting, to ensure that each Active Member is only able to vote once on any given measure, and to ensure that Active Members without Internet access are able to submit votes by other means. In the event that an Active Member does not have Internet access, he/she may contact the Chairperson of the Communication and Bylaws Committee Chairperson or any Officer to make arrangements to obtain notice of any matters open for online voting and instructions for submitting his/her votes by other means pursuant to the procedures established by the Executive Committee.
With the exception of matters set forth in Article XI, Section 1, above, any matter brought for an online vote shall pass if a majority of the Active Members who cast votes on the measure approves it. The President shall announce the results of any online vote within fourteen (14) calendar days after the Membership Meeting at which the measure was brought for a vote. Online voting results shall be announced by e-mail to all Active Members and by publication on the KHCA Website. In addition, the results of online voting shall also be announced at the next Membership Meeting.
ARTICLE XII: INSPECTION OF DOCUMENTS
It is the right of all KHCA members to inspect any official KHCA documents at a time and place convenient to the rightful custodian of that document. That custodian shall make every effort to make the document available within a reasonable period of time. It is the duty of the inspecting member to return the document to its rightful custodian as soon as possible. In most cases, KHCA documents will be housed on the KHCA Website.
ARTICLE XIII: AMENDMENTS
These Bylaws may be amended at any KHCA Meeting by two-thirds vote of the Active Members who are present or who vote by proxy (whether electronically or by mail), provided that not less than ten (10) days written notice (either electronically or by hard copy) of the proposed amendment(s) was provided to all Active Members. The notice must include a proxy ballot with respect to the proposed amendment(s) and instructions for submitting a proxy vote by mail and electronic means.
EFFECTIVE DATE: October 19, 2010, upon membership approval. All KHCA members under the previous bylaws shall retain their membership status through December 31, 2010, at which time they will automatically become Associate Members and can become Active Members under the provisions of this bylaws document.