Bylaws
Article I - Name, Purpose and Officers
Section 1. This Association shall be known as the Gladwyne Civic Association (the “Association”).
Section 2. The objects of the Association are to maintain superior civic conditions in Gladwyne and to consider and take appropriate action concerning all questions relating to the welfare of the community.
Section 3. All adult residents and persons having a place of business in Gladwyne shall be eligible for membership. “Gladwyne” shall be the area described in Exhibit A hereto, which exceeds the current township limits.
Section 4. The officers of the Association shall consist of a president, at least three (3) but not more than five (5) vice presidents, a secretary and a treasurer and such other officers to be elected by the membership, including an executive secretary. An executive secretary may be elected by the Board of Directors. Officers of the Association need not be directors of the Association.
Section 5. The affairs of the Association shall be managed by a Board of Directors composed of thirty (30) members elected as hereinafter provided, and by the officers of the Association as members ex-officio with full voting power.
Article II - Members and Membership
Section 1. Membership in good standing for the current year shall commence upon the receipt by the Secretary or Executive Secretary of the Association of the dues for the current year. Failure to pay dues for the current year, continuing for a six-month period after the annual solicitation of membership, shall terminate an individual‘s membership.
Section 2. The rate of dues shall be fixed by the Board of Directors on the basis of a fiscal year ending October thirty-first and shall be payable in advance. The amount of the annual dues may however, be changed at any time by the Board of Directors, the change to take effect at the commencement of the next following fiscal year.
Article III - Meetings of the Association
Section 1. The Annual Meeting of the Association shall be held on the fourth Tuesday in October in Gladwyne at a time and place to be determined by the Board of Directors.
Section 2. Special meetings of the Association may be called by the President, and shall be called by him within three (3) days after being so requested by a majority of the Board of Directors or after receiving a written request signed by twenty-five (25) members, in good standing, to convene on a day not more than two (2) weeks after the receipt by the President of the request to call the same, which request shall in all cases state the reasons therefore, and no other subject or subjects shall be considered at such special meeting. A written notice of each annual or special meeting, stating the day, hour and place of the meeting, shall be sent to each member at least five (5) days, exclusive of the day of mailing, before the date of such meeting, at such address as appears in the records of this Association.
Section 3. Twenty-five (25) members shall constitute a quorum for the transaction of business at any annual or special meeting of the Association.
Section 4. The order of business for the Annual Meeting shall include at least the following:
Reading of Minutes
Report of President
Reports of Officers
Reports of Standing Committees
Reports of Special Committees
Unfinished Business
New Business
Voting for Officers and Directors
Adjournment
Section 5. The order of business may be suspended on the vote of two-thirds of the members present.
Section 6. The rules contained in “Roberts Rules of Order” shall govern the meetings of the Association and of the Board of Directors in all cases to which they are applicable and in which they are not inconsistent with the By-Laws of the Association. The President shall resolve all questions concerning the rules of order and his decision shall be final.
Article IV - Terms of Officers and Directors
Section 1. The President, Vice-Presidents, Secretary and Treasurer shall hold office for the term of one (1) year and until their successors shall have been elected and qualified. Subject to the initial terms for which directors are elected, the members of the Board of Directors shall hold office for three (3) years and until their successors shall have been elected, but the terms of ten (10) members of the board shall expire each year. No person shall be elected to serve more than two (2) consecutive three-year terms. In case an existing director is elected an officer, or a member is elected both director and officer, he shall automatically cease to be an elected director. The term of any officer or director shall cease automatically upon his failure to maintain good standing as a member or upon his removal from Gladwyne. Any officer or director may be removed from office by a vote of the Board of Directors for continued failure to attend meetings or to perform his official duties.
Article V - Nominations and Elections
Section 1. The President shall, at least forty-five (45) days before the Annual Meeting, appoint a Nominating Committee of five (5) members in good standing to nominate members in good standing for the Board of Directors and for President, Vice President, Secretary and Treasurer. The Nominating Committee shall propose candidates reflecting and representing the residents and employers of Gladwyne. The Nominating Committee shall forthwith notify all members of its appointment, the vacancies to be filled, and the provision of the By-Laws relating to the making of nominations by means of the mailing described in Section 2 of this Article V.
Section 2. At least twenty-five (25) days before the Annual Meeting, the secretary shall mail to each member in good standing the Nominating Committee notification as stated in Section 1 of this Article V including the names of all nominees with the offices indicated for which they shall have been nominated.
Section 3. Nominations may be made by any resident, provided such nomination is endorsed by four (4) members of the Association. All nominations shall be written and submitted to the Nominating Committee at least ten (10) days before the Annual Meeting. The Nominating Committee may make additional nominations and shall make at least one (1) nomination for each vacant office.
Section 4. Five (5) days before the Annual Meeting the Nominating Committee shall send to the Secretary the name of each member who has been so nominated and who upon inquiry of the Nominating Committee has indicated that he is willing to accept office if elected.
Section 5. Voting on the nominations will take place at the Annual Meeting by those members present in good standing. The candidates who have received the highest number of votes for each office or position shall then be declared duly elected officers and directors of the Association. No cumulative voting shall be permitted.
Article VI - Resignations of Officers and Directors
Section 1. All resignations of officers and directors shall be forwarded in writing to the secretary.
Section 2. The Board of Directors shall elect a successor to fill the vacancy in any office or directorship for the unexpired portion of the term.
Article VII - Duties of Officers
Section 1. The President shall preside at all meetings of the Association and of the Board of Directors. He shall be, ex-officio, a member of all committees. With the advice and consent of the Board of Directors, he shall appoint all committees unless otherwise ordered by the membership. He shall call meeting of the Board of Directors from time to time, as may be necessary. He shall appoint an Auditor or an Auditing Committee to audit the Accounts of the Treasurer at the close of the Treasurer‘s administration.
Section 2. The Vice President shall, upon direction of the President or of the Board of Directors, perform the duties of the President in his absence or incapacity.
Section 3. The Secretary shall keep the minutes of all meeting of the Association and shall be the custodian of the Association records. He shall conduct all general correspondence of the Association. He shall send out notices of all meetings of the Board of Directors and of the Association.
Section 4. The Treasurer shall collect all money‘s due the Association, and shall keep appropriate records thereof. He shall deposit all moneys in the name of the Association in such depository as the Board of Directors my select. He shall present a statement of the condition of the Treasury at each meeting of the Board of Directors and shall present a formal report as of September 30th at the Annual Meeting of the Association.
Section 5. The duties of the Executive Secretary, or other officers elected by the Board of Directors, pursuant to the provisions of these By-Laws, shall be defined from time to time by the Board of Directors.
Section 6. Checks of the Association‘s bank account shall be signed by the President, Secretary, or Treasurer. All payments from Association funds shall be authorized by the President or Treasurer for amounts not exceeding $500. All payments exceeding $500 shall be authorized or ratified by the Board of Directors. In the absence of an emergency, all contribution requests to other organizations from Association funds exceeding $500 shall be authorized by the Board of Directors not earlier than the next Board of Directors‘ meeting after the meeting at which the contribution is first proposed. No depository shall be held responsible for payments made in violation of or without any such authorization.
Article VIII - Board of Directors
Section 1. The Board of Directors shall meet at the call of the President at least monthly except as may be otherwise ordered by the Board. If for any reason the President fails to call such meeting, the Board shall meet at the call of any three (3) Board members.
Section 2. Ten (10) members of the Board of Directors shall constitute a quorum at any meeting thereof.
Section 3. The Board of Directors shall have the general management and control of the affairs and property of the Association, they shall have all the powers and shall perform all the duties not elsewhere specifically designated to be performed by other officers or committees. The Board shall have power to call upon the officers and committees of the Association for reports, and shall, in general, perform all duties and exercise all such powers as shall in the opinion of the Board be necessary for the welfare of the Association and for the furtherance of the purposes and objects thereof.
Article IX - Executive Committee
Section 1. An Executive Committee of seven (7) members shall be elected annually by the Board of Directors at least five (5) of who shall be officers or former presidents of the Association. The President of the Association shall always be one (1) of the members of the Executive Committee. If, in any year, the Board shall fail to elect an Executive Committee, it shall be appointed by the President for among those eligible to act until the Board shall have elected a Committee to succeed it. In case of the ineligibility or incapacity of members of the Executive Committee, the President may appoint alternative members from among those eligible.
Section 2. The Executive Committee may exercise all of the powers and perform all of the duties of the Board of Directors in regard to such matters as, in the opinion of the President, require action or attention before the next meeting of the Board. The President may consult with the Executive Committee and request its advice concerning action to be recommended to the Board of Directors or to the membership.
Section 3. The Executive Committee shall meet at the call of the President.
Article X - Board of Directors’ and Officers’ Liability and Indemnification
Section 1. A member of the Board of Directors of the Association or any other Association entity which he serves as such at the request of the Association shall not be personally liable for monetary damages for any action taken, or any failure to take any action unless the Board member has breached or failed to perform the duties of his office as defined in Subchapter C of Chapter 83 of Title 42, Pennsylvania Consolidated Statutes, and Subchapter B of Chapter 5 of Title 15, Pennsylvania Consolidated Statutes (as they may from time to time be revised or amended), and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
Section 2. The Association shall indemnify each person who is or was a Board Member or officer of the Association, or any other Association entity which he served as such at the request of the Association, against any and all liability and reasonable expense that may be incurred by him in connection with or resulting from any claim, action, suit, or proceeding (whether brought by or in the right of the Association or such other Association entity or otherwise), civil or criminal, or in which he may be involved as a party or otherwise, by reason of his being or having been a Board member or officer of the Association or of such other Association entity or by reason of any past or future action taken or not taken in his capacity as such Board member or officer whether or not he continues to be such as the time such liability or expense is incurred, unless such person has breached or failed to perform the duties of his office which, for officers and Board members, shall be as defined in Section 8363 of the Directors‘ Liability Act and such breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. “Liability” and “expense” shall include, but shall not be limited to, counsel feels and disbursements and amounts of judgments, fines or penalties. Termination of any claim or proceeding, civil or criminal, but judgment, settlement, conviction or upon any plea shall not create a presumption that a Board member or officer did not meet the standards of conduct set forth above except where there is made a specific finding of a court that the action or conduct constituted recklessness or willful misconduct. Any Board member or officer, who has beenwholly successful, on the merits or otherwise, shall be entitled to indemnification as of right. Expenses incurred may be advanced by the Association prior to the final disposition thereof upon receipt of a promise by the recipient to repay such amount if it shall be determined that he is not entitled to indemnification under this Article. These rights of indemnification shall be in addition to any other legal contractual rights and shall inure to the benefit of the heirs, executors, and administrators of any such person.
Article XI - Committees
Section 1. The following shall be standing committees of the Association and the province of each committee shall include, inter alia, the specific subjects itemized thereafter:
Activities
Beautification
Clean-up Day
Communications: community news, co-ordination of community events
Community Facilities: parks, bus shelter, public health, sanitation, sewers, trash & garbage disposal, streets, lighting and signs, traffic, safety and sidewalks, police and fire departments, public utilities
Community Watch
Deer
Education: schools, library
Federation of the Lower Merion Township Civic Associations
Historical: historic preservation, conservancy
Membership
Nominating
Speakers
Tree
Village: liaison with merchants, Village Day
Zoning: zoning, subdivision, land development, open space
Section 2. Matters, which in the judgment of the Board of Directors or the President, require investigation, shall be referred to the proper committee, except the Board may at any time refer any particular matter to a specially created committee if it so desires. The chairman of each committee shall make a report, at each meeting of the Boards, of any activities of his committee since the preceding meeting of the board.
Section 3. Each committee shall consist of three (3) or more members in good standing and shall be appointed by the President as soon as convenient after each Annual Meeting of the Association to serve for the term of one (1) year and until their successors shall have been duly appointed.
Article XII - Amendments
Section 1. These By-Laws may be amended after petition of any five (5) members in good standing submitted to the Secretary at least sixty (60) days before any Annual or Special Meeting of the Association. Such petition shall be studied by counsel appointed by the Board who shall report as to the form and effect of the proposed amendment. The notice of such meeting shall set forth the proposed amendment and counsel‘s report. The proposed amendment shall become effective when approved by the vote of two-thirds of the members present at such meeting.
Section 2. The Board of Directors may propose the amendment of these By-Laws by the vote of two-thirds of those present at any regular Board meeting. Any proposed amendment shall be studied by counsel appointed by the Board who shall report as to its form and effect. The proposed amendment shall become effective when approved by the vote of two-thirds of those present at the next Board meeting held not less than two (2) weeks after the meeting at which the amendment was proposed, provided that written notice of the proposed amendment and of the said meeting was mailed by the Secretary to all members of the Association at least five (5) days before the said second meeting. Such notice shall include a copy of counsel‘s report.
Section 3. The provisions of this Article XII may be amended only by action of the membership as permitted by Section 1 hereof. The Board of Directors shall have no power to amend the provisions of this Article XII.
Exhibit A
Legal Description of Area - Gladwyne Civic Association
Beginning at a point where Mill Creek Road and Crosby Brown Road meet; following thence along Mill Creek Road in a northerly direction to a point along the river in a westerly direction to a point where the river meets the boundary line of Conshohocken Borough; thence following in a southerly direction along the boundary line of Conshohocken to a point where the boundary line of Conshohocken meets the boundary line of West Conshohocken; thence following in a southerly direction along the boundary line of West Conshohocken meets and joins Hill Creek Lane; thence following an imaginary line in an easterly direction to a point where the imaginary line meets Morris Road; following thence in an easterly direction along Morris Road to a point where Morris Road meets Old Gulph Road; thence following in an easterly direction along Old Gulph Road to a point where Old Gulph Road meets and joins Mill Creek Road; thence following Mill Creek Road to the intersection of Crosby Brown Road and Mill Creek Road, the point and place of the beginning.