WEST PASSYUNK NEIGHBORS ASSOCIATION

BYLAWS

Article I: Name

Section 1.1. Name. The name of the organization shall be West Passyunk Neighbors Association (“WPNA”).

Article II: Boundaries

Section 2.1. Boundaries. The WPNA service area shall be bounded on the east by S. 18th Street, on the north by Moore Street, on the west by S. 25th Street, and on the south by Passyunk Avenue, within the boundaries of the City of Philadelphia (“Boundaries of WPNA”). WPNA’s service area shall include both sides of bounding streets.

Article III: Purpose

Section 3.1. Purpose. To benefit the community represented within its boundaries (see Sec. 2.1), WPNA shall:

(a) Serve as a neighborhood association addressing issues of importance to the community including but not exclusive to safety, health, education, cleaning, greening, beautifying, and cultivating a better quality of life.

(b) Provide a forum for communication and encourage neighborhood participation.

(d) Act in an advisory role regarding planning, implementation and assessment of community development issues and concerns.

(e) Serve as a resource for information related to the neighborhood.

Section 3.2. Compliance with Internal Revenue Code section 501(c)(3). The Organization is organized exclusively for charitable, religious, educational, and scientific purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Article IV: Membership

Section 4.1. Composition. There shall be two classes of membership: voting and non-voting.

Section 4.2. Voting Membership. Voting members shall be entitled to one vote per election. Businesses and nonprofit organizations who are voting members may designate a proxy to cast one vote on their behalf. Under no circumstances shall any voting member be allowed to cast more than one vote.

Section 4.3. Voting Membership Requirements. Voting membership shall be extended to:

(a) individuals who have their primary residence within the Boundaries of WPNA;

(b) individuals who own real estate within the Boundaries of WPNA;

(d) nonprofit organizations headquartered within the Boundaries of WPNA.

Section 4.4. Non-Voting Membership. Non-voting membership shall be extended to individuals residing outside of the Boundaries of WPNA (except as provided in Section 4.3).

Section 4.5. Non-Discrimination. No one shall be denied membership in WPNA on the basis of race, creed, disability, national origin, economic status, political affiliation, gender, or sexual orientation.

Section 4.6. Age Requirement. All members shall be at least 18 years old and shall register as a member of WPNA by attending any of our events and providing name, address and contact information. No other restriction shall be placed on any member due to their age.

Article V: Dues

Section 5.1. Dues. There shall be no dues required for WPNA membership. WPNA may seek and accept other sources of income and contributions consistent with the stated purposes of the organization and other legal requirements.

Article VI: Amendments

Section 6.1. Modification. Changes to these Bylaws may be proposed by any full member of the organization. All proposed changes and amendments to the bylaws must be presented to the Board of Directors (“Board”) for approval. Once approved by two-thirds (⅔) of a quorum of Board members, the Board shall, at a general meeting, present the changes to the general membership for ratification by majority vote of those voting members in attendance.

Article VII: Governance

Section 7.1. Board of Directors. The Association shall be governed by a Board of Directors comprised of four officers, up to twelve (12) committee chairpersons, and up to 15 at-large members elected annually in accordance with the provisions of WPNA’s bylaws. The officers of the WPNA shall be a President, Vice-President, Secretary and Treasurer. All officers, committee chairs, and at-large members shall hold office until the close of the annual meeting at which their successors are elected.

Article VIII: Duties of Officers and Directors

Section 8.1, Duties of Officers,

(a) President: The President shall act as the chief executive of the Association, presiding at meetings of the Association membership and of the Board of Directors; shall prepare and follow the agenda for the Association’s meetings; shall carry out the directives of the membership and of the Board; shall lead voting procedures; shall sign all official correspondence and official instruments on behalf of the association as its President; shall, with the Vice-President or other designee, co-sign all checks making disbursements of Association funds as directed by the Board. The President shall, in coordination with the Treasurer, shall prepare a proposed annual budget for the Association, to be presented to the Association's membership at a general meeting each year. The President shall represent the Association or appoint a delegate or delegates to represent the Association at meetings of other groups or organizations in the City of Philadelphia where such representation is deemed to be in the interest of this association. The President shall be ex-officio a member of all committees of the Association.

(b) Vice-President: In the absence of the President, the Vice-President shall perform the duties of President; shall secure and confirm the time and location for each meeting of the Board of Directors and the Association; shall compile and distribute committee reports; shall maintain a list of standing committees and their members; and shall, unless otherwise designated, co-sign all checks making disbursements of Association funds as directed by the Board

(c) Secretary: The Secretary shall serve as secretary of the meetings of the Association membership and of the meetings of the Board of Directors, and shall keep a record of those meetings, including a record of all meeting attendees and outcomes of all votes in the journals maintained for such purposes; shall keep a long-term record of officers and their terms; shall track membership status and maintain contact information for all members; shall maintain WPNA’s bylaws, rules of order, and standing rules, including the amendments made to each; shall send out proper notification of all meetings; shall conduct all of WPNA’s correspondence; and shall act as co-signatory on all official documents when so designated. In the absence of the President or Vice-President, or when otherwise designated by the Board, the Secretary shall perform the duties of those roles.

(d) Treasurer: The Treasurer shall receive and account for all funds of the Association; shall deposit all Association monies in such bank as the Board shall approve and shall approve disbursements from such monies as the Board of Directors shall instruct. The Treasurer shall keep account books showing all receipts and expenditures and shall submit an account thereof to the Board and to the regular meetings of the Association membership and at such other times as may be requested by the Board. The Treasurer shall be responsible for developing and communicating procedures and guidelines to the officers and board members for handling monies, processing donations, and engaging in other financial transactions, and shall immediately report any accounting discrepancies to the Board. The Treasurer shall prepare and submit all requests for outside funding. The Treasurer shall be responsible for obtaining and maintaining 501(c)(3) nonprofit status for WPNA and filing all required federal, state, and local certifications and tax returns.

(e) Additional duties: The officers of the Association shall perform such other duties and functions as may be requested by the Association or the Board.

Section 8.2, Duties of the Board of Directors, The general management and supervision of the Association's affairs shall be vested in its Board of Directors, which shall consist of four officers, up to twelve (12) Committee Chairpersons and up to 15 at-large members who are members in good standing of the Association elected to these positions at regular annual meetings of the Association's membership. The duties of the Board of Directors shall include policy direction and oversight and financial management of the Association between the general meetings.

Section 8.3, Meetings, The Board of Directors shall hold meetings at such intervals as may be deemed necessary but at least once every three months.

Article IX: Committees

Section 9.1, Committees, The members of WPNA shall elect up to two (2) eligible voting members to chair the following standing committees:

a) Clean

b) Green

c) Education

d) Zoning

e) Outreach & Events

f) Arts & Culture

g) Town Watch

Section 9.2, Committee Chair Responsibilities, Committee Chairs shall oversee the following:

● Facilitating committee meetings at least once every three (3) months;

● Facilitating at least two (2) public events per year;

● Submitting accurate copies of standardized sign-in sheets to the Secretary following each meeting;

● Circulating monthly written committee updates to the board and general membership;

● Maintain a document enumerating the policies for committee membership and committee procedures, subject to a majority board approval;

● Create and manage subcommittees as necessary

Section 9.3, Committee Membership, Each committee shall consist of WPNA members designated by the respective Committee Chair(s). Such committee members shall serve on the committee at the sole discretion of the Committee Chair(s), and may be added or removed from such service at the sole discretion of the Committee Chair(s).

Article X: Meetings

Section 10.1, Meeting Types, All business of WPNA shall be conducted at one of the four (4) forms of authorized meetings. The authorized meetings shall include: General Meetings, Board of Directors Meetings, Special Board Meetings and Committee Meetings.

Section 10.2, General Membership Meetings, General Membership Meetings shall be held monthly, except in August. The purpose of these meetings shall be the full communication and interaction with WPNA members and the community at large. These meetings will be open to the public.

Section 10.3, Board of Directors Meetings and Special Board Meetings, Board of Directors Meetings shall be held at least once every 3 months in accordance with a calendar approved each year, including the time and location of each meeting. All Board of Directors Meetings shall be open to any member, but no such member shall be entitled to address the Board or participate in the conduct of the meeting without consent of the Board. Special Board Meetings shall be Board of Directors Meetings convened at the request of an officer outside of the normal schedule, and may be held via telephone or electronic methods. Minutes shall include the names of all persons present.

Section 10.4, Committee Meetings, Committee Meetings shall be held at the scheduling and discretion of the respective Committee Chair(s), and may be public or private as determined by the Committee Chair(s). The sole exception shall be the Zoning Committee Meetings, which shall be open to the public and held in conformance with any rules and procedures adopted by the Zoning Committee Chair(s), to be in compliance with City of Philadelphia requirements.

Article XI: Quorum

Section 11.1, Board Meeting Quorum, At all meetings of the Board, a majority of the Board members shall constitute a quorum. A majority of those Board members present at such meetings shall be necessary for the taking of any official action by the Board, except as otherwise stated in these bylaws.

Section 11.2, General Meeting Quorum, A quorum at a General Meeting is the number in attendance at any publicized meeting.

Article XII: Elections

Section 12.1, Elections, The officers and committee chairpersons shall be elected by voting members of WPNA. Elections will be held at a regularly scheduled monthly meeting on a date TBD. All elections shall be determined by a relative majority vote. A voting member must be present in order to vote. Each voting member may cast one vote.

Section 12.2, Nominations, All interested candidates shall submit their names via e-mail or in writing to the secretary at least 30 days prior the scheduled election date. All nominees shall be active, voting members of WPNA.

Section 12.3, Election and Terms of Officers, The officers of the Board of Directors shall be a President, Vice-President, Secretary and Treasurer elected annually on alternating years by the Association membership. Elections for President and Treasurer will occur on even numbered years, while elections for Vice-President and Secretary will occur on odd numbered years. Terms of office shall be for two calendar years thereafter, or until the officer’s successor is elected. No individual may serve in the office of President or Vice-President for more than two consecutive terms. The tenure of any officer may be terminated by a two-thirds vote of the members in good standing comprising a quorum at any regular or special meeting thereof.

Section 12.4, Election and Terms of Committee Chairpersons, WPNA shall elect from its membership a maximum of two chairs per committee, each of whom shall serve for a term of two years. Elections for Committee Chairs shall alternate such that one chair for each committee shall be elected each year A Committee Chair elected by the Board to fill a vacancy shall be eligible to be elected subsequently by WPNA. The terms of the Chairpersons elected by WPNA shall begin upon their election at the regular annual meeting.

Section 12.5, Election and Terms of At-large Board Members, WPNA shall elect from its membership a maximum of 15 at-large board members, each of whom shall serve for a term of two years.

Section 12.6, Resignation of Officers and Board Members; Appointment of Successor, Any officer or board member may resign their position by providing written notice to the Board. Any officer or committee chair that so resigns shall also forfeit their board membership until the next regular election, unless otherwise approved by the Board. Any vacant officer or committee chair position may be filled on an interim basis by a WPNA member appointed by the Board until the next general election.

Article XIII: Disclosure

Section 13.1, Disclosure of Conflicts of Interest, The following disclosures shall be required of all Board Members and Officers:

Upon learning of WPNA’s consideration of, or involvement in, an issue impacting upon, or having the potential to impact upon, the interests of a Board Member or officer in a manner or to a degree not common to the broader community, a Board Member or officer shall immediately disclose such facts to the Chairperson and to membership at the next General Meeting and shall offer to recuse himself or herself. Any conflict requiring such disclosure which involves the Chairperson shall be presented to membership prior to any Board or committee action relating to the matter.

Section 13.2, Discrepancies, In the event of any discrepancy or contradiction between Section 13.1 and the Conflict of Interest Policy, the Conflict of Interest Policy shall govern.

Article XIV: Fiscal Year

Section 14.1, Fiscal Year, The fiscal year of WPNA shall begin on January 1 of the year and run through December 31 of the same year.

Article XV: Dissolution

Section 15.1, Assets Distributed upon Dissolution, Upon the dissolution of WPNA, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

Section 15.2, Dissolution Process, WPNA may be dissolved upon a unanimous vote of the Board, effective at time of filing dissolution documents with the Commonwealth of Pennsylvania Secretary of State.

Article XVI: Conflicts of Interest

Section 16.1, Conflict of Interest Policy, WPNA and all officers and board members must comply with the Conflict of Interest Policy attached hereto as Exhibit A.

Exhibit A

CONFLICT OF INTEREST POLICY

Article I

Purpose

The purpose of the conflict of interest policy is to protect West Passyunk Neighbors Association’s (“Organization”) interest as a tax-exempt organization when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the

Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Article II

Definitions

1. Interested Person

Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

2. Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,

b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or

c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Article III

Procedures

1. Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2. Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest

a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

4. Violations of the Conflicts of Interest Policy

a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member at the next scheduled meeting of the Organization of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If the member is not in attendance at the meeting, the governing board or committee shall inform the member through written or electronic communication.

b. The member must respond to the notice within 30 days, either at a scheduled meeting or by written or electronic communication. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV

Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:

a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article V

Compensation

a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.

c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Article VI

Annual Statements

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

a. Has received a copy of the conflicts of interest policy,

b. Has read and understands the policy,

c. Has agreed to comply with the policy, and

d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Article VII

Periodic Reviews

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Article VIII

Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

Article IX

Finance Control Conflicts

Two officers, typically the President and Vice-President, shall have access to and control of the Organization’s cash accounts and financial resources. In any case where normally those individuals that have access to the Organization’s cash accounts are related by family, one of those individuals shall be replaced in that capacity by another officer not related by family, or another board member if so resolved by the Board. This shall not prevent the Treasurer from keeping account of transactions and preserving the financial records.