CONSTITUTION and BYLAWS of the Federation March 10, 1967
- article ii. structure
- 1. categories of membership
- 2. officers
- 3. board of directors
- 4. terms of office for officers and directors
- 5. executive committee
- 6. nominating committee
- 7. standing committees
- 8. special committees
- article iii. operations
- 1. membership meetings
- 2. annual meeting
- 3. special meetings
- 4. notice of meetings
- 5. attendance at meetings
- 6. affiliations
- 7. earnings clause
- 8. amendments
- 9. procedures
- 10. dissolution clause
ARTICLE I. ORGANIZATION
It will do this by uniting Brighton Heights residents, organizations, and institutions to work toward the enhancement of public services which will protect the health, safety, property, and well-being of the citizens. This will be achieved by stimulating cooperative neighborhood study, planning, and interaction.
The Federation will conduct its efforts on a non-profit, non-sectarian, non-partisan, and interracial basis.
SECTION 3. HISTORY
The Federation was organized in 1967 through the efforts of the Brighton Road Kiwanis Club. At their request, a meeting of all the Civic and Religious leaders of the community was held at the Faith Lutheran Church on February 14, 1967. It was at this meeting such an organization was suggested. At a second meeting on February 28, 1967 the Federation was formally organized and the name selected.
SECTION 4. TERRITORY
The Federation will focus its efforts in the Brighton Heights neighborhood. The boundaries of this neighborhood as reported by the City of Pittsburgh, Department of City Planning, on 31 May 1994, are:
City line from the Ohio River to Oakdale Avenue,
Oakdale to Woods Run Avenue,
Woods Run to McClure Avenue,
McClure to Richardson Avenue,
Richardson to Bainton,
Bainton to California Avenue,
California to McClure,
McClure to Eckert,
Eckert to Ohio River Blvd. (PA Rt. 65),
Ohio River Blvd. to the McKees Rocks Bridge,
McKees Rocks Bridge to the Ohio River,
Ohio River to the City line.
ARTICLE II. STRUCTURE
SECTION 1. CATEGORIES OF MEMBERSHIP
There shall be four categories of Federation membership: Group Membership, Individual Membership, Family Membership, and Associate Membership. All membership shall be open.
A. GROUP MEMBERSHIP
All organizations and institutions qualifying under section 501(c)(3) of the Internal Revenue Service Code, located in the territory of the Federation and supporting its objectives are welcome to join.
In order to exercise voting privileges, each organization shall send a delegate to attend meetings of the Federation. See Article III, Section 5. If the representative is unable to attend, a substitute delegate may be appointed.
A delegate shall not represent more than one group concurrently nor can s/he cast an additional vote as an individual member.
B. INDIVIDUAL MEMBERSHIP
Individuals who reside and/or own property or operate a business within the territory of the Federation are eligible for membership. Each individual member is entitled to one vote.
An individual may become a member by written application and payment of annual dues.
C. FAMILY MEMBERSHIP
A family unit residing at the same residence within the territory of the Federation. Each adult member of this unit who is in good standing is eligible to vote.
D. ASSOCIATE MEMBERSHIP
Persons not qualifying for Individual Membership under Article II, Section 1B (above) may become Associate Members of the Federation. Associate members do not have voting privileges.
SECTION 2. OFFICERS
The officers of the Federation shall be President, Vice President, Recording Secretary, Corresponding Secretary, and Treasurer. All officers shall be elected at the Annual Meeting of the Federation in odd numbered years by a plurality of the voting members present.
The President shall preside at General Membership Meetings of the Federation, the Board of Directors, and the Executive Committee. This Officer is responsible for abiding by and enforcing the bylaws of the Federation. The President shall be an ex-officio member of all committees (except the Nominating Committee), shall appoint the Chairs of Standing and Special Committees with the approval of the Board of Directors, and shall perform all other duties usually pertaining to the office.
B. VICE PRESIDENT
The Vice President shall perform the duties of the President in the absence or inability of that officer to act, and shall assist the President when called upon.
1. Recording Secretary
The Recording Secretary shall record and disseminate the minutes of all meetings of the General Membership and the Board of Directors.
2. Corresponding Secretary
The Corresponding Secretary shall conduct the correspondence of the Federation, except that which is assigned to others. S/he shall be responsible for recording attendance at Board Meetings. S/He shall perform other duties as may be delegated.
It shall be the duty of the Treasurer to collect and disburse all monies of the Federation with the appropriate authorization and to submit the books for an independent annual audit.
Disbursements exceeding the Petty Cash Fund limit shall be approved by the Board of Directors and shall be signed by the Treasurer and countersigned by the President, or Vice President in the absence of the President. S/He will present a Treasurer’s Report at General Membership and Board meetings, detailing all fund balances and transactions since the previous meeting.
SECTION 3. BOARD OF DIRECTORS
The Board of Directors, referred to hereinafter as the Board, shall consist of the Officers and the Elected Directors. The size of the Board shall not exceed 21 members. Terms of the Board shall be two years, with Officers and five Elected Directors being elected in odd numbered years and the balance of the Elected Directors being elected in even years. The election of Board members will be governed by the Election Committee.
Any Board Member who has three unexcused absences in a 12 month period may be removed by majority vote of the Board.
The Board shall meet monthly and direct the business of the Federation. These meetings are open to anyone wishing to attend. However, only members of the Board may vote.
Nine Directors present at any Board meeting constitutes a quorum. Fifty-one (51) percent of the Board present at any meeting shall constitute a majority. A majority vote is sufficient to carry any motion. In the event of a tie vote, the presiding officer’s vote shall be withdrawn.
The Board shall determine the need and duties of all committees.
SECTION 4. TERMS OF OFFICE FOR OFFICERS AND DIRECTORS
The term of office of each Officer shall be two (2) years without limitations on the number of terms. All Officers shall continue in office until their successors have been duly elected.
If an office or elected directorship becomes vacant, the Board with guidance from the Nominating Committee shall fill the unexpired term of office by roll call vote.
In the event that the number of Directors falls below 10, the remaining Board members are empowered to fill the number of seats required to bring the Board up to 10, by roll call vote.
SECTION 5. EXECUTIVE COMMITTEE
The Executive Committee shall be comprised of the President, Vice President, Recording Secretary, Corresponding Secretary, Treasurer, and two Elected Directors, one from the even year election and one from the odd year election. This committee shall act on behalf of the Board on urgent non-financial matters that arise between Board Meetings.
Nominations for each office shall be presented by the Chair of the Nominating Committee to the September GMM.
Additional nominations for Officers and Elected Directors may be proposed from the floor at that time.
Only members with voting privileges, as defined in Article III, Section 5 shall be eligible to hold office.
SECTION 7. STANDING COMMITTEES
The Standing Committees of the Federation shall be appointed to address the following functions: membership; public service; planning; fund raising; public safety; finance; election; and policies and procedures.
No committee shall be empowered to incur any obligation or liability on behalf of the Federation without Board approval.
SECTION 8. SPECIAL COMMITTEES
A Special Committee shall be convened to accomplish a specific task or function for a limited amount of time. Examples of such committees are : Bylaws, Spring Festival; Fun Run; and Halloween Parade.
ARTICLE III. OPERATIONS
SECTION 1. GENERAL MEMBERSHIP MEETINGS (GMM)
General Membership Meetings of the Federation shall be held in the months of January, March, May, September, and November at a time and place designated by the Board. The January meeting shall also be the meeting at which newly elected officers and/or directors are installed.
A total of twenty-five (25) members eligible to vote as defined in Article III, Section 5, shall constitute a quorum at any meeting of the General Membership. Fifty-one percent of the members present and eligible to vote shall constitute a majority. A majority vote is sufficient to carry any motion. In the event of a tie vote, the presiding officer’s vote shall be withdrawn.
SECTION 5. ATTENDANCE AT MEETINGS
Attendance at all meetings shall be open. However, voting privileges shall accrue only to Group and Individual Members whose dues have been paid for the current year, and who have attended two (2) or more regular meetings in the previous twelve (12) months. Recording of attendance at these meetings shall be the responsibility of the Membership Committee.
B. INDIVIDUAL AND ASSOCIATE MEMBERSHIP DUES
The annual dues shall be a minimum of: Individual or Associate, three dollars ($3.00); Family, five dollars ($5.00) per year.
C. DUES PAYABLE
Annual dues shall be due and payable at the beginning of each calendar year. If membership renewal dues are not paid by January 31, the member is not in good standing and subject to termination.
The Board, by majority vote, may recommend a dues increase to Federation members at the Annual Meeting. Any dues increase shall be adopted by a vote of those in attendance at that meeting.
SECTION 8. NET EARNINGS CLAUSE
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article I, Section 2. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue Law, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue Law.
SECTION 9. AMENDMENTS
The Bylaws of the Federation may be amended at any GMM at which a quorum is present. A two-thirds majority vote of the eligible members present is required to amend the Bylaws. Notice of the proposed amendment(s) must be circulated to all members of the Federation at least thirty (30) days before the meeting at which they are to be voted upon.
SECTION 11. DISSOLUTION CLAUSE
Upon the dissolution of the corporation, the Board shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) as the Board shall determine. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of Allegheny County, exclusively for such purposes or to such organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.