Mission & By-laws of the MDA
Mission
The mission of the Museum District Association shall be to unite, protect and advance the interests of the neighborhood in order to realize its potential and improve the quality of life in the neighborhood and community.
Museum District Association By-Laws
Revision Date November 13, 2008
ARTICLE I – Name and Location
Section 1
The name of this organization shall be the Museum District Association, hereinafter referred to as the Association or MDA. The area may be referred to as The Museum District / Historic West of the Boulevard, or simply, The Museum District. This Association shall operate as an independent, volunteer, nonprofit, educational organization.
Section 2
The boundaries of the neighborhood represented by the Association shall be, up to but not including the south side of W. Broad Street on the north, Interstate I-195 on the west, the alley north of W. Cary Street on the south, and both sides of Boulevard from Broad Street to Idlewood Avenue on the east, within the boundaries of the City of Richmond, Virginia.
ARTICLE II – Mission
Section 1
The mission of the MDA shall be to unite, protect and advance the interests of the neighborhood in order to realize its potential and improve the quality of life in the neighborhood and community.
ARTICLE III – Fiscal Year
Section 1
The fiscal year of the Association shall begin on January 1st and end on the following December 31st.
ARTICLE IV – Membership
Section 1
Voting membership in the Association shall be granted to any person 18 years of age or older, residing in, leasing or owning property within that area of the City of Richmond, Virginia, described in Article I Section 2.
Section 2
Each voting member, having paid all dues owed, shall be a member in good standing and have one (1) vote in all matters presented to the Association membership and shall be known as a Voting Member.
Section 3
Membership dues shall be payable annually on or about March 1 of each calendar year or at the time a new member joins the Association. A person joining on or after November 1st of any year shall pay full annual dues in the amount approved at the time of payment, which will cover the balance of that calendar year as well as the following calendar year.
Section 4
A single membership shall be granted to any person, business, school, trade group, or public, private or governmental organization whose dues payment is accompanied by the name if the individual person designated to act as the sole representative vote in all matters presented to the Association voting membership.
Section 5
Non-voting Associate membership shall be open to the general public as a Friend of the Association at a rate set by the Board of Directors.
Section 6
The MDA Board of Directors shall review annually and recommend, for the approval of the voting members attending the Annual Meeting of the Association, the amount of dues payable to be effective the following calendar year.
Section 7
All members in good standing shall be eligible to vote and chair special committees; only members in good standing who reside within the boundaries of the neighborhood shall be eligible to serve on the Board of Directors.
ARTICLE V – Meetings
Section 1
The Annual Meeting of the Association membership shall be held during the month of November of each calendar year at a time and place determined by the MDA Board of Directors for the purpose of electing Directors to serve on the Association Board of Directors and to report to the membership the activities and financial status of the Association.
Section 2
A minimum of one (1) Membership Meeting shall be convened by the Board of Directors between January 1st and June 30th of each calendar year at a date, time and place determined by the MDA Board of Directors for the purpose of presenting information deemed valuable by the Board of Directors and to respond to concerns and interests of the membership.
Section 3
Special Meetings of the Membership may be called by the MDA Board of Directors or any twenty-five (25) Voting Members who submit a written request stating the purpose for the meeting to the Board of Directors. When such Special Membership Meetings shall be requested, the President or his/her designee shall notify, reasonably (see Article VI, Communications) in advance of such a meeting, the membership of the Association and shall state in the notification the purpose, date, time and place of said meeting. No business shall be transacted at a Special Meeting except as stated in the meeting notice.
ARTICLE VI – Communications
Section 1
The Board of Directors shall report the business of the Association to the membership and all other appropriate persons or organizations at the time of the Annual Meeting of each calendar year.
Section 2
Written notice stating the date, time and place of Membership Meetings, and in the case of Special Membership Meetings the purpose or purposes for which the meeting is called, shall be distributed electronically in a manner reasonably calculated to reach each member entitled to vote and to all other appropriate persons or organizations no fewer than two (2) days nor more than thirty (30) days before the date of the meeting.
ARTICLE VII – Nominations and Elections
Section 1
At the July meeting, the board shall consider a slate of nominees to serve on the Board of Directors for the following year. In order to maintain an interest in the purpose of the Association, it is the Association’s policy to solicit nominations from the neighborhood and to maintain a representative cross-section, while considering the skills needed for specific duties and individual interests and ability to serve.
Section 2
The President-elect shall confirm the availability and willingness of each nominee to serve prior to the announcement of the nominations at the Annual Meeting.
Section 3
Directors shall be elected at the Annual Meeting in November of each calendar year.
ARTICLE VIII – Board of Directors
Section 1
The Board of Directors shall have all the powers and duties necessary for the administration of the affairs of the Association.
Section 2
The Board of Directors shall be composed of no fewer than twelve (12) Directors and no more than eighteen (18) Directors, each elected to serve a three (3) year term of office and composed of a representative sample of the Association population. In order to prevent, if possible, the contingency of a complete slate of new Directors occurring at any one time, Directors shall be elected for staggered terms.
Section 3
A minimum of four (4) new Directors shall be elected each year at the Annual Meeting to take a seat on the Board of Directors on January 1st of the following calendar year.
Section 4
Vacancies occurring on the Board of Directors shall be filled by a simple majority vote of the Board of Directors. The nominee shall serve the balance of the vacant term.
Section 5
Fifty (50%) percent plus one (1) of the duly elected Directors shall constitute a quorum of any meeting of the Board of Directors at which a deciding vote is taken regarding Association resources, activities, or policy. In the absence of a quorum at any meeting of the Board of Directors, the President shall arrange for another meeting date, time and place, or conduct an electronic vote.
Section 6
The Board of Directors may conduct business and take votes electronically between meetings. Such votes must be entered into the written minutes at the next Board of Directors meeting.
Section 7
Meetings of the Board of Directors shall be held in a public place monthly at a date, time, and place determined by the President, and at such other times as may be determined by the President or by a quorum of Directors who submit a written request to the President.
Section 8
A Director who is absent from two (2) consecutive monthly meetings of the Board of Directors or a total of four (4) monthly meetings of the Board of Directors each calendar year, unless satisfactorily performing and reporting their assigned responsibilities and excused by the President, shall automatically forfeit his Director position in the Association. No motion by the Directors shall be necessary to effect such a forfeiture, but declaration thereof may be made upon motion of any Director.
Section 9
Each Director shall send a written report to the President prior to every scheduled Board meeting.
Section 10
The Immediate Past President shall serve on the Board of Directors in an ex-officio position for one (1) calendar year after serving as President.
ARTICLE IX – Officers and their Duties
Section 1
The President shall be the Chief Executive Officer of the Association and shall exercise supervision over all its affairs, including presiding at all meetings of the Association, the Board of Directors, and serving as an ex-officio member of all committees. The President shall notify each member of the Board of Directors on any meeting of the board. The President shall call attention to such subjects as in the President’s opinion requires action and shall be responsible for ensuring complete and accurate position descriptions are available for all Director positions and that described duties are performed in a proper and timely manner in the best interests of the Association. The President shall not take action on matters which involve finance or policy change without the approval of a quorum of the entire board.
Section 2
The President-elect shall in the absence of the President perform all the duties of the President.
Section 3
The Treasurer shall be custodian of all funds of the Association and shall deposit the money and other valuables of the Association in a bank approved by the Board of Directors. The Treasurer shall keep a true and accurate record of all monies received and disbursed by the Association. The Treasurer shall present at each meeting of the Board of Directors, and at the Annual Meeting of the Association, a complete record of all monies received and disbursed during the preceding year. The Treasurer shall coordinate with the membership chair in order to maintain a true, accurate and current record of all Voting Members and the date of dues payment.
Section 4
The Secretary shall keep the minutes of all meetings of the Board of Directors, the Association membership and all other official Association history, correspondence and records.
Section 5
In the event the President and the President-elect are unable to perform the duties of the President of the Association, a quorum of the remaining Directors shall elect a Director to fulfill those obligations.
ARTICLE X – Election of Officers
Section 1
Officers of the Association shall be a President, a President-elect, a Treasurer and a Secretary.
Section 2
The entire Board of Directors shall elect, by written ballot, the President-elect of the Association from the Directors at the January Board of Directors meeting. All Directors shall be eligible to be elected President-elect.
Section 3
The President of the Association shall appoint the Secretary and the Treasurer from among the Directors based on interests, willingness to serve and skills needed to successfully perform the duties of those positions.
Section 4
The President shall assume the responsibility of Board chair on January 1st of each calendar year following his one (1) year term as President-elect.
ARTICLE XI – Committees
Section 1
There shall be Standing Committees, chaired by a member of the Board of Directors or a non-Board member as designated by the President of the Association, whose duty it is to manage each of the following Association functions. Standing Committees shall be:
- Zoning and Land Use
- Public Safety, including crime and traffic control
- Environmental, including trash removal, sidewalk conditions and trees
- Member communications, newsletter production, advertising, distribution
- Membership, including the authority to determine eligibility for membership
- Programs, including Annual Meeting, membership and special meetings
- Annual Mother’s Day House & Garden Tour
Section 2
No Director shall serve as the Chair of more than one (1) Standing Committee.
Section 3
The Committee Chair may and should be encouraged, when appropriate, to seek active committee members from the membership of the Association.
Section 4
A Committee Chair shall be appointed for a term of one (1) year, but without limit as to reappointment while the Committee Chair continues to be a properly elected member of the Board of Directors.
Section 5
A Committee decision shall not become official business of the Association until it is presented to the Board of Directors by the Chair of the committee.
Section 6
The President may appoint such Special Committees from the Board of Directors and the Membership as deemed necessary for the operation of the Association.
ARTICLE XII – Parliamentary Authority
Section 1
Robert’s Rules of Order, current issue, shall be the parliamentary authority for this Association when they are not in conflict with the By-laws of the Association.
ARTICLE XIII – General Provisions
Section 1
No individual, group, or entity, shall represent, or hold itself out as representing this Association for any purpose whatever without the express consent of the Board of Directors. Any member whom the Board of Directors shall determine has committed any unauthorized representation shall automatically, upon the determination of a quorum of the Board of Directors, forfeit membership in the Association.
Section 2
The term “quorum vote” as used in these by-laws shall mean 50% plus one (1) of the members of the Board of Directors.
Section 3
The Board shall have the authority to archive records at a facility to be designated by it.
ARTICLE XIV – Amendments
Section 1
These by-laws may be amended at any Annual Meeting of the Association, or at any Special Membership Meeting of the Association called for the purpose of considering amendments of the by-laws, provided the text of the proposed amendment(s) has been submitted in writing or electronically in a manner reasonably calculated to reach the voting members of the Association at least ten (10) days prior to the meeting. If approved by a two-thirds majority of the members present, the amendment(s) shall be adopted.