CLARENDON ALLIANCE, INC.
Restated as of June 17, 2015
Section A. Classes of Members. The Corporation shall have three (3) classes of Voting Members and two (2) classes of Non-voting Members. The designation, qualifications and rights of each Class of Members shall be as follows:
(1) Voting Members
(a) Property Owners/Real Estate Developers/Real Estate Leasing and Sales
Brokers or Agents. Any individual, partnership, corporation or other entity shall be eligible for this class of membership if it: (i) owns real property in Clarendon (as that area is defined in the Clarendon Sector Plan adopted by the Arlington County Board in May, 1984); (ii) is engaged in the construction or development business and is developing or redeveloping, or is interested in developing or re-developing, real property in Clarendon; or (iii) is engaged in, or interested in engaging in, the
business of selling or leasing real property in Clarendon.
(b) Business or Professional Members. Any individual, partnership, corporation or other entity which is engaged in any business or profession and is interested in the development or redevelopment of Clarendon shall be eligible for this class of membership. Any real estate sales or leasing firm which maintains it principal office in the Clarendon area shall be eligible for this class of membership; all other real estate owners, developers, and leasing or sales brokers and agents shall join as
category 1 (a) members.
(c) Civic Association Members. Any formally organized civic association representing residential communities in or contiguous to Clarendon which is interested in the development or redevelopment of Clarendon shall be eligible for this class of membership.
(2) Non-Voting Members
(a) Individual Members. Any individual interested in the development or redevelopment of Clarendon shall be eligible for this class of membership.
Section B. Dues. Each Member shall pay annual dues on a twelve-month fiscal year commencing the first day of the month dues are received from the member. Dues shall be set in the following classifications:
Classifiction of Memberships:
- Property Owners/Real Estate Developers/Real Estate Leasing
- Small Property Owner: Less than 20,000 sq. ft.
- Medium Property Owner: 20,000 ft² – 100,000 sq. ft.
- Large Property Owner: More than 100,000 sq. ft.
- Real Estate Broker
- Active Development Project
- Business and Professional
- Arlington Business or Professional Firm with 50 or More Employees*
- Arlington Business or Professional Firm with from 11 – 49 Employees*
- Arlington Business or Professional Firm with 1 – 10 Employees*
- Civic and Condo Associations
- Honorary Members
Membership dues for each classification shall be reviewed annually by the Board and may be changed from time to time by a majority vote of the Board of Directors at any regular meeting where a quorum is present. Changes to the Classification of Memberships shall be made in accordance with the provisions of Section IX.
Section C. Voting Rights of Members. Non-voting Members shall have no voting rights. Voting Members shall have the right to vote on:
(i) the election of those Directors elected by their Class of Members;
(ii) any decision to dissolve the Corporation;
(iii) any decision to discontinue the business of the Corporation or dispose of all or substantially all of its assets; and
(iv) any decisions to terminate the Corporation’s status as a tax exempt organization.
Directors shall be elected by written ballot of those Voting Members in each Class of Membership who are present, in person or by proxy, at the Annual Meeting of Members. Each Voting Member shall have one vote for each position to be filled by its Class of Membership. The candidates receiving the greatest number of votes in each Class shall be elected to fill the vacancies on the Board of Directors among Directors elected by that Class of Membership.
Section D. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds (2/3) of all incumbent Directors, may suspend or expel a Member for cause, and may, by majority vote of those Directors present at any regularly constituted meeting, terminate the membership of any Member who becomes ineligible for membership, or suspend or terminate any Member who shall be in default in the payment of dues for a period of more than ninety (90) days.
Section E. Transfer of Membership. Membership in this Corporation is not transferable or assignable.
II. MEETINGS OF MEMBERS
Section A. Annual Meeting. An Annual Meeting of the Members shall be held in Arlington County during January [the first quarter of the calendar year] [approved amendment pending second vote] of each year for the purpose of electing Directors and transacting such other business as may properly come before the meeting. The date, time and place of the Annual Meeting shall be determined by the Board of Directors not less than thirty (30) days prior to the meeting. If the election of Directors shall not be held on the day thus designated for any Annual Meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Members as soon thereafter as may be convenient.
Section B. Special Meetings of Members. Special meetings of the Members shall be called by the President upon the request of the Board of Directors or upon written requests therefore submitted to the Corporation by not less than one-tenth (1/10) of all the Members of each class of Voting Members entitled to vote at such a meeting.
Section C. Notice of Meetings. Written notice stating the place, day and hour of the meeting — and in case of a special meeting, the purpose for which the meeting is called — shall be given not less than ten (10) nor more than sixty (60) thirty (30) days before the date of the meeting; provided, however, that Members shall be given not less than twenty (20) days’ notice of the Annual Meeting. Such notices shall be mailed or e-mailed to the last known address of each Member.
Section D. Voting Rights of Members. Those persons who have been Voting Members of the Corporation for at least ten (10) days prior to any meeting of Members shall be eligible to vote at that meeting.
Nominations for the Civic Association class of Board Member shall come one each from the four civic associations, Clarendon-Courthouse, Lyon Park, Lyon Village and Ashton Heights, such that at least one representative from each of these civic associations is a Member of the Board of Directors.
Section E. Quorum of Members. Fifteen percent (15%) of the Voting Members, present in person or by proxy, shall constitute a quorum, at a meeting of Members. If a quorum shall fail to attend, a majority of those present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present in person or by proxy. At such adjourned meeting at which a quorum is present, in person or by proxy, any business may be transacted that might have been transacted at the meeting as originally notified.
Section F. Meeting of Members Open to Public. All meetings of the Members of the Corporation shall be open, in their entirety, to the public.
Section A. Tenure and Qualifications of Directors. Directors shall be elected or appointed for staggered terms as provided in Section 3 of Article VI of the Corporation’s Articles of Incorporation. Elections shall occur at the Annual Meeting of Members and appointments by the Arlington County Board shall be made at any time a vacancy exists. Regular terms of office for Directors shall be three years. There shall be no limitation on the number of terms that any Director may serve. All Directors must be at least eighteen (18) years of age at the time of their appointment or election to be eligible to serve as a Director.
Section B. Identification of Candidates for Election to the Board of Directors. At least thirty (30) days in advance of the Annual Meeting of Members, the Corporation shall provide its Members, in each class, written or e-mail notice of the numbers of Directors to be elected by each class of Members at the Annual Meeting. The notice shall also advise all Members that those persons desiring to be Directors of the Corporation must advise the Secretary of the Corporation of this fact in writing at least fifteen (15) days in advance of the Annual Meeting of Members. All candidates meeting the qualification requirements specified herein shall be eligible for election. The Board may take such other action as it deems appropriate to solicit candidates for election to the Board of Directors, including the creation of a nominating committee.
At least ten (10) days prior to the Annual Meeting of Members, the Corporation shall distribute to its Members biographical and other information as directed by the Board concerning each candidate for election.
Section C. Election and Appointment of Directors. Elected Directors shall be chosen at the Annual Meeting of the Members, by plurality vote of the relevant Class of Voting Members.
Appointed Director(s) designated by the Arlington County Board shall assume office when the term of the Director being replaced expires or at the time of appointment if the position is vacant.
Section D. Removal of Directors. Vacancies. Any Elected Director may be removed with or without cause at any time by the affirmative vote of two-thirds (2/3) of the Voting Members of the relevant class in attendance at a special meeting of Voting Members called for that purpose in which a quorum is present.
Any Appointed Director may be removed with or without cause at any time by the Arlington County Board.
Any Elected or Appointed Director who fails to attend three meetings in any single calendar year may be removed by vote of two-thirds (2/3) of the remaining Directors. The decision as to whether to remove any such Director shall be in the sole discretion of the remaining Directors.
Any vacancy created by the removal or resignation of an Elected Director shall be filled by majority vote of the remaining Directors. Such a replacement Director shall serve until the next Annual Meeting of Members at which time a person shall be elected to serve for the balance of the unexpired term or a new term if the term has expired.
Any vacancy created by the removal or resignation of an Appointed Director shall be filled by the Arlington County Board.
Section E. Compensation of Directors. Directors shall not be compensated for their services as Directors but any expenses reasonably incurred by them may be reimbursed in accord with a written expense reimbursement policy if adopted by the Board of Directors. However, nothing herein shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore. Any such compensation must be approved by affirmative vote of two-thirds (2/3) of the incumbent Board of Directors.
IV. MEETINGS OF BOARD OF DIRECTORS
Section A. Schedule of Meetings. The Board of Directors shall hold regular bi-monthly meetings, within Arlington. The Board’s Annual Meeting shall be held within sixty (60) days after the Annual Meeting of Members. The Board of Directors may also provide by resolution for additional regular meetings.
The Board of Directors shall hold special meetings whenever requested by the President or any two Directors.
Section B. Notices of Meetings. The Secretary shall cause written notice of all regular and any special meetings to be mailed, delivered or e-mailed to each Director at least seven (7) days before the date of the meeting, unless all of the Directors attend or sign a written waiver of notice. Such notices shall state the place day and time of the meeting — and in the case of special meetings, the purpose for which the meeting is called.
Section C. Quorum of Directors. A majority of the then acting Directors shall constitute a quorum for the transaction of business. A quorum shall exist if no fewer than six (6) Directors are present in person at the time and place of the meeting, and additional Directors sufficient to reach a quorum can listen, speak and vote at the meeting through electronic means. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Section D. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by Virginia law, the Corporation’s Articles of Incorporation or these By-Laws.
V. BOARD OF DIRECTORS’ COMMITTEES
Section A. Authority to Establish Committees of Directors. The Board of Directors shall establish an Audit Committee and may, by majority vote of all incumbent Directors, establish other committees of Directors as described in this Article V.
Section B. Audit Committee. The Audit Committee shall consist of not less than three (3) nor more than five (5) persons, with the exact number to be determined from time to time by the Board of Directors. All members of the Audit Committee shall be appointed by majority vote of the Directors present at the meeting of the Board of Directors at which the matter is considered; provided that at least one of the elected members of the Audit Committee shall be Directors of the Corporation who are not officers. The Audit Committee shall: participate in the selection of the auditor; receive and evaluate the auditor’s report and management recommendations; periodically examine financial statements; review annually or more frequently, as determined by the Audit Committee in its reasonable discretion, the status of all contracts between the Corporation and third parties involving the Corporation’s receipt or expenditure of more than Ten Thousand Dollars ($10,000) per year; consider any conflict of interest questions that may arise; and perform such other functions as may be delegated to it by the Board of Directors. The Audit Committee shall keep minutes of its acts and proceedings. These minutes shall be submitted to the next succeeding meeting of the Board of Directors. A majority of the Audit Committee shall constitute a quorum for the transaction of any business.
Section C. Other Committees of the Board. All Board Committees shall be comprised solely of Directors and members shall be appointed by majority vote the Directors present at the meeting of the Board of Directors at which the matter is considered. Any Board Committee, to the extent provided in the Board’s authorizing resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation. Neither the designation of Board Committees nor the delegation of authority thereto shall operate to relieve the Board, or any individual Director, of any responsibility imposed on it or him by law.
Section A. Number and Qualifications of Officers. The Officers of the Corporation shall consist of a President, a First and Second Vice-President, Secretary, Treasurer, and such other officers and assistant officers as the Board of Directors may deem desirable, each of whom shall be elected by plurality vote of the Board of Directors at its Annual Meeting. The President and at least one other Officer shall be elected from among the members of the Board of Directors. No person shall concurrently hold more than one (1) office. All officers shall be at least eighteen (18) years of age.
Section B. Term, Removal. Vacancy of Officers. The Officers of the Corporation shall hold office for one (1) year or until their successors are elected or appointed. No officer may serve more than three (3) consecutive terms in the same office. Any Officer may be removed, with or without cause, by vote of the Board of Directors if it determines, in its sole discretion that the best interests of the Corporation would be served thereby.
A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.
Section C. Compensation of Officers. Officers shall not be compensated for their services as Officers. However, nothing herein shall preclude any officer from being employed by the Corporation or from serving the Corporation in any other capacity and receiving compensation therefore. Any such compensation must be approved in advance by affirmative vote of two-thirds (2/3) of all incumbent members of the Board of Directors.
Section D. Duties and Authority of the President. The President shall preside at all meetings of Members and Directors. Subject to the control of the Board of Directors, the President shall be responsible for supervising and directing the affairs of the Corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect.
The President shall have the authority to execute bonds and notes, in conjunction with such other officer or agent as the Board of Directors may designate pursuant to Section B of Article XII hereof.
Section E. Duties and Authority of the Vice-Presidents. The Vice-Presidents shall perform such duties as shall from time to time be prescribed by the Board of Directors or delegated by the President. In the absence of the President, the First Vice-President shall act in his stead unless otherwise prescribed by the Board.
Section F. Duties and Authority of the Secretary. The Secretary shall be responsible for: keeping the minutes of the proceedings of Members and of the Board of Directors in one or more books provided for that purpose; seeing that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; custody of the corporate records and of the seal of the Corporation and seeing that the seal of the Corporation is affixed to such documents as may be prescribed by law or custom or the Board of Directors; keeping a register of the postal address and e-mail address of each Member, and updating the same regularly, so as to reflect accurately all changes within twenty (20) days of their occurrence; and in general performing all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
Section G. Duties and Authority of the Treasurer. The Treasurer shall be responsible for: custody of the corporate funds; keeping full and accurate accounts of receipts and disbursements in books belonging to the Corporation; depositing all monies in the name of the Corporation, in such depositories as may be designated by the Board of Directors. The Treasurer shall receive and disburse the funds of the Corporation as may be ordered by the Board of Directors, and shall render such reports and perform such duties as the President and Board of Directors may require. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such amount and with such surety or sureties as the Board of Directors shall determine.
VII. EXECUTIVE DIRECTOR AND STAFF
The Board of Directors shall authorize such staff positions as may be necessary or appropriate to the conduct of the business of the Corporation. The Board of Directors shall appoint and set compensation for an Executive Director who shall hold office at the will of the Board. The Executive Director shall:
(i) manage the day-to-day operations of the Corporation;
(ii) carry out the policies and programs established by the Directors;
(iii) serve as consultant to the Board of Directors and all committees of the Board;
(iv) employ, direct, supervise and terminate the services of other members of the staff; and
(v) perform such other duties and accept such other responsibilities as are prescribed by the Board.
VIII. REPORTS AND BUDGETS
Section A. Annual Report. The Corporation shall issue an Annual Report which shall be distributed to Members and shall include information of the Alliance’s activities during the past year, to include a report of revenue and expenditures during the preceding fiscal year.
Section B. Annual Budget. The Corporation shall prepare a budget for each fiscal year which shall be available at the offices of the Corporation for inspection by Members.
Section C. Special Reports to the Arlington County Board. The Corporation shall provide to the Arlington County Board and its designees, its Annual Report, Annual Budget and such additional reports as may be requested by the County.
IX. AMENDMENT OF BY-LAWS
Except as otherwise provided in Section I(B) hereof, these By-Laws may be amended only in the following manner: an amendment may be introduced at any meeting of the Board of Directors; if approved by a majority of the Directors attending that meeting, it shall then be presented at the next meeting of the Board of Directors. At the second meeting, a two-thirds (2/3) majority of all Directors present at a meeting where a quorum exits may approve the amendment in order for it to be adopted. The provisions of any amendment finally adopted at the second meeting may differ from the provisions of the amendment proposed at the first meeting; provided, the subject matter of the amendment is consistent with the general subject matter of the initially proposed amendment.
X. CERTIFICATES OF MEMBERSHIP
The Board of Directors may, in its sole discretion, provide for the issuance of certificates evidencing membership in the Corporation in such form as may be determined by the Board. If any certificate shall become lost, mutilated or destroyed, a replacement certificate may be issued upon such terms and conditions as the Board of Directors may determine.
XI. BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Members, Board of Directors and committees of the Board of Directors and shall keep at its principal office a record of the names, postal and e-mail addresses of its Members. Such records shall be open for inspection by Members for any proper purpose.
Section A. Depositories. The depositories of the Corporation shall be designated by resolution of the Board of Directors.
Section B. Execution of Corporate Instruments. The following checks, contracts and instruments shall bear the signatures of two (2) persons designated by the Board of Directors: checks for more than One Thousand Dollars ($1,000), except for regular salary checks for employees (and checks for related federal and state employment tax deposits) and regular monthly rent payments for the Corporation’s office space as provided in a lease duly approved by the Board; all promissory notes; all leases of real property; all contracts involving the receipt or expenditure of more than Five Thousand Dollars ($5,000) per year; and such other instruments as the Board of Directors may specify. All other checks, contracts and instruments need bear the signature of only one (1) person designated by the Board of Directors.
No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section C. Seal. The Board of Directors shall approve and adopt a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the Corporation; the jurisdiction of incorporation and the words “Corporate Seal” The seal shall be stamped or affixed to such documents as may be prescribed by law or custom or by the Board of Directors.
Section D. Annual Financial Statements. Annual financial statements shall be prepared for the Corporation, including a balance sheet and a statement of revenue and expense.
An audit of the financial statements and accounting records shall be conducted annually by an independent public accountant certified by the Commonwealth of Virginia. In addition, the financial statements and/or accounting records may be examined by the County Manager or his agent at any time during normal business hours upon reasonable request.
Section E. Fiscal Year. The Corporation shall utilize a fiscal year ending June 30.
I hereby certify that I am the duly elected and incumbent Secretary of the Clarendon Alliance, Inc. and that the foregoing Restated By-Laws were adopted by its Board of Directors at their meeting on ________________, 2013 as provided in Section IX of the By-laws in force at the times of those meetings.
______________________________________ Date: ___________________
 Includes all business and professional firms which maintain their headquarters in Arlington County, Virginia and have a total of fifty (50) or more employees at all of their business locations combined.
 Includes all business and professional firms which maintain their headquarters in Arlington County, Virginia and have from eleven (11) to forty-nine (49) employees at all of their business locations combined.
 Includes all business and professional firms which maintain their headquarters in Arlington County, Virginia and have a total of from one (1) to ten (10) employees at all of their business locations combined.
*Number of employees to include both full and part-time staff.