McLEAN HAMLET CITIZENS, INCORPORATED
CONSTITUTION AND BY-LAWS
(As adopted on January 12, 1989, and amended in April 1992, 1995, 1999, 2005)

ARTICLE I. PURPOSE

It is the purpose of this corporation to function as a civic association to promote the collective interests of the residents and homeowners in the governance of McLean Hamlet and its environs. The corporation shall have and may exercise the full power and authority granted it by statute and in furtherance of its purposes may carry on activity of any character whatsoever that is not prohibited by law or required to be stated in the Articles of Incorporation.

ARTICLE II. GENERAL

Section 1. Corporate Seal. The corporation shall have a seal consisting of a circle bearing on its circumference the words "MCLEAN HAMLET CITIZENS INCORPORATED" and in the center "Incorporated June 1967"

Section 2. Fiscal Year. The fiscal year of McLean Hamlet Citizens, Incorporated shall be from July 1 through June 30.

ARTICLE III. MEMBERSHIP

Section 1. Eligibility. Each resident household in the McLean Hamlet Subdivision and each non-resident ownership of a property in the Subdivision shall be eligible for membership in the Corporation. 

Section 2. Dues.  Dues, fees, and assessments as agreed upon by the Board of Directors shall become due and payable at the beginning of the next fiscal year. Upon payment each fiscal year, a resident household or non-resident owner shall gain membership in the Corporation for that fiscal year.

Section 3. Votes. Each membership shall have the right to cast one (1) vote at the membership meetings of the Corporation. 

ARTICLE IV. BOARD OF DIRECTORS

Section 1. Number and Term of Office. There shall be ten (10) directors, including the officers of the Corporation. Each member of the Board of Directors, other than the officers, will be elected to serve a term of three (3) years as director, with terms staggered so that each year two new directors are elected. Vacancies shall be filled for the unexpired term by appointment by the Board of Directors.Officers shall serve for a two (2) year term. After serving two (2) consecutive terms of office, the President and Vice President may not succeed themselves. Election of directors, including officers, shall be held during the annual April membership meeting of the Corporation with the electees to take office July 1. Any six (6) of the directors shall constitute a quorum for the conduct of any business during a meeting of the Board of Directors. Any director or officer with three (3) consecutive unexcused absences may be replaced until the next election by majority vote of the Board.

Section 2. Responsibilities and Authority of the Board of Directors. Subject to the requirements for membership on the Board of Directors provided for in the Articles of Incorporation and this document, directors shall be responsible for the general management of the Corporation. The Board of Directors shall have the authority to execute all the powers that may be exercised or performed under the laws of the Commonwealth of Virginia, the Articles of Incorporation, and this Constitution and By-laws.

Section 3. Meetings. Unless otherwise agreed, there shall be a monthly meeting of the Board of Directors, which shall be held at such place and time as the directors shall designate.  Special meetings may be called by the President or by any two directors by notice given at least twenty-four (24) hours before such meeting.

Section 4. Insurance. The Board of Directors shall assure that liability insurance coverage is in effect for each director or officer or committee member in an amount that is determined to provide reasonably sufficient liability protection, should litigation, or the threat of litigation, be initiated against the Board of Directors as a whole, or against any individual director or officer or committee member.

ARTICLE V. OFFICERS

Section 1. Officers. The Officers of theCorporation shall consist of a President, Vice President, Secretary and Treasurer. Each officer shall serve as a member of the Board of Directors during his/her term in office.

Section 2. Duties of the President. The President shall preside at all Board of Directors and general membership meetings and shall have control over the daily operations of the Corporation. He/she shall sign or approve contracts and other official instruments of the Corporation and shall give notice of all meetings as required in these By-laws. As he/she deems appropriate, the President shall be a member of all committees of the Corporation except the Nominating Committee and shall, in all other respects, perform the duties prescribed by the parliamentary authority adopted by the Corporation.

Section 3. Duties of the Vice President. The Vice President shall perform such duties and assume such responsibilities as may be assigned by the President. In the absence of the President, the Vice President shall preside at all meetings and shall, in all other respects, perform the duties prescribed by the parliamentary authority adopted by the Corporation.

Section 4. Duties of the Secretary. The Secretary shall keep a record of all votes and minutes of the proceedings of all membership and Board of Directors meetings. He/she shall submit draft minutes to the Board of Directors for approval and shall, in all other respects, perform the duties prescribed by the parliamentary authority adopted by the Corporation. The Secretary shall have custody of all minutes, books, and correspondence and the Seal of the Corporation.

Section 5. Duties of the Treasurer. The Treasurer shall keep accounts of all monies of the Corporation received or disbursed and shall deposit all moneys and valuables in the name and to the credit of the Corporation in such bank as the Board shall designate. At each membership and Board of Directors meeting, he/she shall submit a Treasurer’s report and, in all other respects, perform the duties prescribed by the parliamentary authority adopted by the Corporation.

Section 6. Vacancies. In the event any vacancies shall occur in the Office of President, the Vice President shall assume the office of President and his/her former office shall become vacant. In the event any vacancies shall occur in any other office, the Board of Directors shall appoint a successor for the remaining unexpired term.

ARTICLE VI. COMMITTEES

Section 1. Standing Committees. The following shall be the standing committees of the Corporation. The committee chairperson shall be appointed by and will report directly to the President and the Board of Directors. Members of each committee shall be appointed by the chairperson. 

Architectural Control Committee. The Architectural Control Committee shall perform the functions set forth in the Covenants appended to the Certificate of Title of McLean Hamlet property owners, the original Committee names in Paragraph 6 of the Covenants having resigned and the McLean Hamlet Citizens, Incorporated having been duly designated as successors. The Committee shall establish such administrative operating procedures as it deems appropriate to the efficient discharge of its duties, providing such procedures are not in contravention of any procedures set forth in said Covenants. 

Public Safety Committee. The Public Safety Committee shall be concerned with the public safety affairs of McLean Hamlet, shall maintain close liaison with appropriate government public safety officials on behalf of the Corporation and shall promote such programs and activities as may be appropriate to enhance the safety and protection of person and property of the citizens of McLean Hamlet.  

Membership Committee. The Membership Committee will be responsible for the solicitation and maintenance of membership in the Corporation. In performing that function, it will send out dues statements and collect dues. The Committee shall be responsible for maintenance and custody of the official membership list of the Corporation, which shall be the official roll for all purposes.

Section 2. Nominating Committee. A Nominating Committee of not less than three (3) persons shall be appointed by the President, with the concurrence of the Board of Directors, to submit nominations of candidates for offices for which elections are to be held at the next annual meeting. The Committee shall be appointed at least 90 days in advance of the meeting.

Section 3. Other Committees. The President shall appoint such additional committees as deemed necessary and shall define their functions and duties.

ARTICLE VII. MEMBERSHIP MEETINGS

Section 1. General. A regular annual meeting of the general membership shall be held on a weekday evening in the month of April, as determined by the Board of Directors. Members shall be notified of the time and location of this meeting in writing not less than ten (10) days prior thereto.

Section 2. Special Membership Meetings. Special membership meetings may be called by the President or any three directors or by a petition of at least twenty-five (25) memberships upon reasonable notice. Due notice of a special meeting will be given to the members in writing, not less than ten (10) days prior thereto. The purpose of such a meeting shall be stated in the notice, and no other business shall be entertained or transacted at that meeting.

Section 3. Membership Meeting Quorum. A quorum at a general membership meeting shall consist of at least ten percent (10%) of the memberships present, either in person or by proxy. A quorum is necessary for the transaction of business at a regular or special meeting of the members. Provided, however, that should a quorum not be present at a meeting, at the first meeting following that is pre-announced, the members present shall constitute a quorum for the transaction of the same business purposes and no other.

Section 4. Parliamentary Rule. The business transacted at all meetings of the Corporation and of the Board of Directors shall be pursuant to that described in "Robert's Rules of Order," except when such rules may be contrary to the Articles of Incorporation or the Constitution and By-laws of the McLean Hamlet Citizens, Incorporated, or the laws of the State of Virginia.

Section 5. Majority Vote. At any meeting of the membership of the Corporation, a majority of those voting shall decide all questions, the manner of deciding which is not otherwise prescribed.

Section 6. Proxies. Proxies to be counted toward a quorum or a vote must be in writing and signed by the absent membership. Proxies may be applicable to all business that may arise at a general membership meeting or may be directed only to specific questions planned for the meeting, and in either case they shall be counted toward the quorum. Any qualified membership, when so designated on the proxy, may exercise another's proxy. The President shall exercise all proxies when no membership has been designated.

ARTICLE VIII. AMENDMENTS

Section 1. Amendments. This Constitution and By-laws may be amended, or new By-laws made, by action of the membership of the Corporation only. By-laws may be similarly repealed.

Section 2. Amendment Procedure. Amendment, repeal, or making of new By-laws shall be accomplished in the following manner: (a) a draft of the proposed change or changes must be submitted to the Board of Directors of the Corporation for approval; once approved by the Board of Directors, the draft shall be submitted for approval at a regular or special meeting of the membership of the Corporation; (b) notice of the proposed change or changes shall be mailed to each membership of the Corporation at least ten (10) days prior to any meeting at which such proposed change or changes are to be considered; (c) action by the membership of the Corporation to amend the Articles of Incorporation, Constitution or By-laws shall require a two-thirds (2/3) majority vote of those present in person or by proxy at that meeting.

Section 3. Procedure. The procedure for notification, mailing and tallying of ballots shall be established by the Board of Directors.