WEST GRACE STREET ASSOCIATION
BY-LAWS

Note: This document was ratified by the membership at the annual meeting March 20, 2008, at the Firehouse Theatre.

ARTICLE I
MEMBERS

1.1     There shall be two classes of Members of the Corporation, Voting Members and Non-Voting Members.

1.2     Voting Members. Individuals, whether owners of property on blocks 1600 through 2700 on West Grace Street, or residents of those same blocks who are registered to vote in local City-level elections, may become voting members of the Corporation. Votes are limited to two members per household.  If a property is owned by a corporation, the corporation is entitled to one vote only.  In no case shall an individual be entitled to more than one vote.  To be eligible to vote for the slate of directors at the annual meeting, new members must pay their annual dues for the year in which the meeting is held at least 30 days prior to said annual meeting.  Members that paid dues in the immediately preceding year may pay dues at the annual meeting and still be entitled to vote.

1.3     The term of a Member shall be for one year concurrent with the calendar year, but a Member may resign at any time by written notice to the President or the Secretary.  A Member may serve for successive terms.  The Board of Directors shall from time to time establish dues and other membership requirements for Members and failure to conform with such membership requirements shall be cause for probation, suspension, or termination of membership.

1.4     A majority of the Members, represented in person or by proxy, shall constitute a quorum for the transaction of business at any meeting.  A vote of a majority of those present shall be sufficient to transact any business that might come before the meeting, except where a greater or lesser vote is provided for in the Articles, in the By-Laws or by statute.

ARTICLE II
NON-VOTING MEMBERS

2.1     Non-Voting Members.  Individuals, corporations, partnerships, or other entities who either reside, operate a legal business, government agency, or other legal activity within the Adjacent Area, as defined in the Articles of Incorporation, and which meet other membership criteria established by the Board of Directors from time to time, qualify as Non-voting Members.

2.2     Non-Voting Members shall not be entitled to vote in the election of the Directors.

2.3     The term of a Non-Voting Member shall be for one year, but a Non-Voting Member may resign at any time by written notice to the President.  A Non-Voting Member may serve for successive terms.  The Board of Directors shall from time to time establish dues and other membership requirements for Non-Voting Members and failure to conform with such membership requirements shall be cause for probation, suspension, or termination of membership.

ARTICLE III
MEETINGS OF THE MEMBERSHIP

3.1     The annual meeting of the membership shall be held in conjunction with the annual meeting of the Board of Directors, both of which shall be held on the third Wednesday during the month of March.  Members and Non-Voting Members attending meetings, including the annual meeting of the membership, shall do so at no cost to the Corporation.  No fewer than two (2) additional meetings of the Membership shall be held during the year with the dates to be determined by the Board of Directors.

3.2     Special meetings of the membership may be called at any time by the President, or a majority of the Board of Directors, or by written application of a majority of the Members stating the time, place and purpose of the meeting.  Non-Voting Members shall not be entitled to call a special meeting or participate in a vote to hold a special meeting.

3.3     Written notice of any regular or special meeting of the membership shall state the date, time and place of the meeting and the purpose for which the meeting is called, and shall be mailed or delivered to each Member and each Non-Voting Member not less than 10 days before the date of the meeting.  Notice of a meeting to act on an amendment of the Articles of Incorporation, a plan of merger, a proposed sale of all, or substantially all, of the assets of the Corporation, or dissolution of the Corporation shall be mailed or delivered not less than 30 nor more than 60 days prior to the date of the meeting.  Non-Voting Members shall not be entitled to vote in the election to amend the Article of Incorporation, a plan of merger, a proposed sale of all, or substantially all, of the assets of the Corporation, or dissolving of the Corporation.

3.4     A written waiver of notice signed at any time by a Member or a Non-Voting Member shall be the equivalent of any notice required herein.  A Member or a Non-Voting Member who attends a meeting shall be deemed to have had timely and proper notice of the meeting unless the Member or Non-Voting Member attends for the express purpose of objecting that the meeting is not lawfully called or convened.

ARTICLE IV
BOARD OF DIRECTORS

4.1  The Officers of the Corporation shall serve as Directors. In addition, any remaining Director seat(s) shall be filled by an at-large Voting Member(s) of the Corporation.

4.2  Regarding the election of the President, Vice President, Secretary and Treasurer, the candidates that receive the most votes shall win election. Similarly, the at-large Directors elected shall be the candidates that receive the most votes.  Tied votes will be decided by drawing straws. Votes are to be from Voting Members in person or by proxy at each annual meeting of the membership. A quorum of the Voting Members must be is present for the election results to be valid. Candidates for the positions of President and Vice-President may run simultaneously for at-large directorship positions. Each Member is entitled to one vote for as many persons as there are Directors to be elected up to a maximum of nine (9). There shall be no cumulative voting. Directors shall serve for a term of one year.  At-large Directors may also be elected at any special meeting of the membership if the Board of Directors is being expanded. If an At-Large Director resigns or is removed with or without cause during the year, the Board will approach those who ran for positions as Directors in the immediately preceding election but were not elected.  The candidate who received the most votes will be approached first to see if they are willing to serve.  If they choose not to, the board will continue to approach candidates in the order of highest votes first until a candidate is found.  If a replacement Director is not secured through this process, the board will ask the nominating committee to find a suitable candidate or candidates and a special meeting of the membership shall be called to vote for the candidates presented or to ratify the election of a single candidate presented as a replacement director.

4.3     The number of Directors shall not be less than five (5) nor more than nine (9).

4.4     The annual meeting of the Board of Directors shall be held once each calendar year during the month of March at a place selected by the President. The Board shall also hold at least 8 additional meetings throughout the year. The Board may have such other regular or special meetings as it deems necessary. Meetings of Directors may be held in person or by any means of communication by which all Directors may simultaneously hear and speak with one another during the meeting. Any action required or permitted to be taken at a meeting of Directors may be taken by unanimous written consent signed by all Directors. The annual meeting of the Board of Directors may be held immediately preceding or simultaneously with the annual meeting of the Membership. The first meeting of the Board of Directors elected at the annual meeting of the Membership shall be the first regularly scheduled Board meeting following the annual meeting of the Membership. Directors attending any meeting shall do so at no cost to the Corporation.

4.5     Notice of regularly scheduled meetings of the Board of Directors shall state the place, date and time of the meeting and shall be delivered in person, by telephone or by email to each Director at the address, phone number or email address on file with the Secretary not less than five (5) nor more than thirty (30) days before the date of the meeting.  The President shall circulate the agenda for each Board of Directors meeting to the Directors no later than the beginning of said meeting.  Written waiver of notice signed by a Director, whether before or after the time stated herein, shall be the equivalent of the giving of notice required herein.  A Director who attends a regularly scheduled meeting shall be deemed to have had timely and proper notice thereof.

Notice of special meetings of the Board of Directors shall state the place, date and time of the meeting and shall be delivered in person, by telephone or by email to each Director at the address, phone number or email address on file with the Secretary not less than two (2) days before the date of the meeting.  The President shall circulate the agenda for each special meeting of the Board of Directors no later than the beginning of said meeting.  Written waiver of notice signed by a Director, whether before or after the time stated herein, shall be the equivalent of the giving of notice required herein.  A Director who attends a special meeting shall be deemed to have had timely and proper notice thereof.

4.6     Fifty percent (50%) of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board.  A vote of the majority of those present shall be sufficient to transact any business that might come before the meeting, except where different voting requirements are set forth in these By-Laws, and except that an amendment to the By-Laws shall require approval of a majority of all Directors.

ARTICLE V
NOMINATING COMMITTEE

5.1   A nominating committee of no fewer than three members shall be chosen each year by the board of directors no later than 180 days prior to the date of the annual meeting. Members of the committee shall serve for one year unless reappointed by the Board.  Through the use of email to the Association’s email list and posting to the Association’s website, the committee will publicly call for nominations to the Board of Directors at least 90 days prior to the date of the annual meeting.  Nominations will be accepted by the committee up until the date 60 days prior to the annual election.  The committee is required to educate nominees about the responsibilities of holding a Directorship and the conduct expected of Directors and Members attending Board meetings.   Nominees will be required to submit a brief biography and a description of why they wish to serve as a director.  The biographies must be received by the committee 45 days prior to the annual election or the nominee will be rejected.  The committee will then publish the biographies via email and the Association website 30 days prior to the annual meeting.

5.2   The Nominating Committee shall also be responsible for the annual election and all election related materials. Those materials are to include but are not limited to; a list of eligible voters, numbered ballots, proxies, counting sheets and instructions to ballot counters.

ARTICLE VI
OFFICERS

6.1     The principal Officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer. The principal Officers shall simultaneously serve as Directors of the Corporation.Such principal Officers shall be elected by the Members at the annual meeting of the membership. No person may hold more than one office at the same time. Election as President shall constitute appointment as Chairman of the Board of Directors. All principal Officers shall serve without compensation, and the President and Vice President may serve no more than three successive terms. The number of terms the Secretary and Treasurer may serve is not limited. An audit of the Corporation's financial records, maintained by the Treasurer, shall be conducted every three years if the Treasurer remains in office in excess of three years. For the purposes of said audit, an audit committee composed of two Directors and one at-large member shall be appointed by the Board of Directors.

6.2     Any Officer or Director may be removed with or without cause at any regularly scheduled meeting of the Board of Directors or at a special meeting of the Board of Directors called for that purpose. In either case, the membership shall be notified of the intent to remove a director at least two weeks prior to the meeting via email to the Association’s membership email list and a posting to the Association website.  All Directors other than the Director being removed must be present in person at said meeting. A vote of two-thirds of those Directors will be required to effect such a removal.

6.3     An Officer may resign at any time by delivering a resignation in writing to the President or Secretary.  The Board of Directors shall elect a successor as its next meeting, to serve until the next annual meeting of membership.

6.4     The President shall be the Chief Executive Officer of the Corporation.  Subject to the supervision of the Board of Directors, he shall have general charge and control of the affairs of the Corporation.  The President shall preside at all meetings of the membership and Directors.

6.5     The Vice President shall assist the President in his performance of his duties and shall perform those duties encumbered upon the President in the President's absence.

6.6     The Treasurer shall have general control of the finances of the Corporation and shall report to the Board of Directors on the financial condition of the Corporation at such times as the Board may request.  The Treasurer shall cause an annual report of the Corporation to be made, and shall deliver copies thereof to the Directors and the President.  A member may obtain a copy of the annual report by requesting a copy of said report from the Treasurer.  Such request must be in writing.  Whenever the signature of the Secretary of the Corporation is required on any document, the Treasurer shall also have authority to sign in place of the Secretary.

6.7  The Secretary shall attend all meetings of the Members and Board of Directors and keep the minutes of the business transacted at such meetings. 

6.8     In addition to the foregoing specially enumerated duties and powers, the Officers of the Corporation shall be charged with such other duties and shall have such other powers as may be delegated to them by the Board of Directors or as may be imposed upon them by law.

ARTICLE VII
EMPLOYEES

The Officers shall have the authority to hire or contract for the services of employees or independent contractors who shall assist and be responsible to such Officers.  Such persons shall perform those activities which are necessary to further the Corporation's purpose.

ARTICLE VIII
COMMITTEES

8.1  The Corporation shall have six permanent standing committees:  Zoning, Safety, Events, C.A.R., Block Captains, and Environmental Quality. Additionally, the Board of Directors of the Corporation shall from time to time establish ad hoc committees. 

8.2  The members and each chairman of each committee shall be nominated by the Officers and appointed by the Board of Directors, for a one year term. Committee members and chairman may serve successive terms. Each chairman shall keep the Board of Directors informed of the activities of each committee and shall report to the Board of Directors at such times as the Board may require.

ARTICLE IX
MISCELLANEOUS

9.1     The fiscal year of the Corporation, unless otherwise fixed by the Board of Directors, shall be the calendar year.

9.2     The Board of Directors may authorize the Officers of the Corporation to borrow money and to give notes, bonds or other obligations of the Corporation therefor under such rules, regulations and limitations as the Board may from time to time adopt.  The Board of Directors may authorize any Officer or agent of the Corporation to execute or endorse checks, drafts, and other similar obligations under such rules, regulations or limitations as it may from time to time adopt.

9.3     Any action taken by the Members or Board of Directors at any meeting may be certified by the Secretary, or by the Officer or Director keeping the records or presiding at such meeting.  Any such certificate shall be conclusive evidence for all purposes that the action certified was taken.

ARTICLE X
AMENDMENT OF BY-LAWS

10.1     An amendment of the By-Laws shall require the favorable vote of a majority of all of the Directors; however, any such Amendment shall be automatically repealed, with prospective effect only, if it is not confirmed by majority vote of a quorum present at the next annual meeting of membership.

10.2     Notice of any meeting at which an amendment to the By-Laws is proposed shall be sent by mail to each Director at the address on file with the President no less than 30 nor more than 60 days before the date of the meeting, accompanied by a copy of the proposed amendment.

ARTICLE XI
DISSOLUTION

In the event of the liquidation or dissolution of the Corporation, the assets and property of the Corporation shall be distributed to charitable, scientific, educational or other tax exempt organizations as set forth in the Articles of Incorporation and determined by the Board of Directors.

The undersigned, being the duly elected Secretary of the Corporation, hereby certifies that these Bylaws were adopted as the Bylaws of the Corporation by a majority vote of the Membership on March 28, 2001.

Posted on the web March 21, 2008.