Adopted 23 January 1968
As amended 19 January 1970
As amended 25 February 1978
As amended 21 February 1983
As amended 16 February 1987
As amended 17 April 1989
As amended 21 October 1991
As amended 22 June 1992
As amended 28 August 2000
As amended 24 September 2001
As amended 22 November 2004
As amended 1 August 2012
As amended 28 April 2014
As amended 07 June 2015
ARTICLE I. NAME
The name of this organization shall be the Reston Citizens Association.
ARTICLE II. PURPOSE AND OBJECTIVES
1) Purpose. The purpose of the Reston Citizens Association is to provide the means for effective, informed, and responsible participation by the residents of Reston in the development of the community in which they live and in the promotion of the general welfare of the Reston Residents. When referred to in these Bylaws, Reston shall mean the geographical area of Small Tax District 5 and all residents within this boundary.
2) Objectives. In keeping with its goals, the Association shall endeavor to insure the development of Reston as a genuine New Town through the encouragement of the following objectives:
A) That Reston should be open, in spirit and fact, to all.
B) That Reston should continue to be a place for innovation in seeking solutions to urban problems:
i) That land should be developed as economically and imaginatively as possible, in order to preserve the maximum degree of natural landscape.
ii) That the planning and architectural design of Reston should be marked by a concern for excellence and diversity.
iii) That all types of housing, for all income levels, be planned in a manner that provides a “sense of place”, not the anonymity prevalent in so much residential development today.
iv) That creative opportunities be provided for residents of all ages to follow social, cultural, and recreational interests in their pursuit of excellence as individuals and as responsible members of the community:
(a) That Reston should include a full range of commercial, industrial, recreational, educational, and cultural, as well as residential development.
(b) That the basic concepts of the original Master Plan be carried out, especially with respect to the village and town centers, as envisioned.
ARTICLE III. POLICY
1) The Association shall seek to keep residents informed on all matters related to their community and shall advocate their interests on salient issues at the community, county, state, and national levels.
2) The Association shall work with community and business organizations in areas of mutual interests.
3) The Association shall be non-partisan in that it may take action on governmental measures and policies, but may not support any political party or candidate.
ARTICLE IV. MEMBERSHIP
1) All residents who voted in the most recent annual election for the Association Board shall be members of the Association until the next election.
2) All Board members, whether elected or appointed, shall be members of the Association.
3) All residents of Small Tax District #5 of Fairfax County not covered in other classes shall be associate members of the Association.
ARTICLE V. MEETINGS
1) Meetings. Meetings of the Association may be called by the President, or by a majority of the Board of Directors, or by a written petition signed by a minimum of 100 members. The member(s) who call(s) the meeting shall specify the agenda.
2) Notice. The Board of Directors shall publish notice of meetings of the Association, including the agenda, on the Association web site at least two calendar weeks prior to a meeting. The Board will also make an effort to publish notice of meetings in a newspaper published in Fairfax County.
3) Quorum. Fifty (51) eligible voting members shall constitute a quorum when there is a matter to be voted on at the meeting.
4) Voting. The voting powers of the eligible voting members at a meeting shall be by majority vote, one vote per member, except for those issues on which a larger vote for approval is required under the statutes of Virginia. No proxy or absentee voting shall be permitted.
ARTICLE VI. MEMBERS POLL
1) Members Poll. The Association may conduct a poll of the members on any matter determined by a majority of the Board of Directors to be submitted to the members, or which is requested by a petition signed by one hundred (100) members.
2) Discussion. The Board may call a meeting of the members for a discussion of the matters to be voted on in the members’ poll.
3) Method of voting. Voting shall be by ballot at polling places within the community, by mail or via electronic means to an RCA designated web site as specified by the Board of Directors. Absentee or mail balloting may be authorized by the Board of Directors.
ARTICLE VII. BOARD OF DIRECTORS
1) Number. The Board of Directors shall consist of 13 (thirteen) members, including the President.
2) Classes. The Board of Directors shall be grouped under three (3) Classes (I, II & III) and the election of the full contingent of 13 Directors shall be staggered over three (3) years, with a single Class of Directors coming up for election every year.
A) Class I group of Directors shall include four (4) district seats (one (1) each from North Point, Lake Anne/Tall Oaks/Reston Town Center, Hunters Woods and South Lakes) and one (1) at-large seat.
B) Class II group of Directors shall include four (4) at-large seats.
C) Class III group of Directors shall include four (4) district seats (one (1) each from North Point, Lake Anne/Tall Oaks/Reston Town Center, Hunters Woods and South Lakes seats.
3) Elections. Each year, the Class of Directors for that corresponding year will come up for election. RCA will solicit candidates to run for those seats and conduct a public election if there is more than one candidate for any of those seats. For seats that have received only one qualified applicant, the Board of Directors shall appoint that uncontested candidate as a member of the RCA Board representing that district.
4) Directors. Five (5) directors shall be elected at-large; two Directors shall be elected to represent each of the four geographic districts established by the Board of Directors.
5) President. The President of RCA shall lead the organization, represent RCA and the Reston community according to RCA’s purpose and objectives, the policies and decisions of the Board of Directors as applicable, and moderate RCA Board meetings as well as communications and public meetings from time to time, as requested by the Board.
A) Any director on the Board of RCA that has served on the Board at least one (1) year during the five (5) years immediately preceding the current election year would be eligible to become President of RCA.
B) At the first Board meeting of RCA immediately following annual Elections, The President of RCA shall be elected by the Board of Directors through a secret ballot of the Board of Directors. The secret ballot shall be administered by specially appointed two or more independent members of the public for the express purpose of overseeing the secret ballot to elect the President of RCA.
6) Term. The term of office shall be one year for President and all elected Directors shall serve a term of three years, except as noted in Paragraph 10B of this Article VII.
A) The President or any sitting Director may be removed from their positions for reasons of cause as determined by a supermajority of at least 75% of the RCA Board of Directors.
7) Qualifications. Any member 18 years of age or older is eligible to serve as a Director and as President. A member who is a candidate for a district Director seat and is elected or appointed to serve as such Director must reside in that district.
8) Candidacy. A candidate for the Board of Directors or President shall be nominated by filing a Petition of Candidacy. Each candidate shall indicate on their petition that they are running for a specific office (ie., At-Large, or District). Candidates may run for only one office per election. The Board shall set and provide public notice of filing period dates.
9) The Public Election Ballot. The ballot shall list candidates for Director, who shall be listed either in an at-large or a district candidates sub-group. Candidates shall be listed within each group and subgroup in random order, which shall be determined in drawings by the Elections Committee.
10) Public Elections: Public elections shall be conducted annually during the period June 7 to June 22 by ballots cast by members of the Association of voting age (16 years or older).
A) The RCA Board Elections Committee will establish the means and location(s) for voting and issue a call for candidates in a widely disseminated public document not later than April 30 before the election.
i) The means of election may be electronic, mail, and/or at a voting place at a date and time specified by the Committee. Eligible voting members must have the option of submitting their votes by electronic and/or mail means if a voting place is used to help ensure broad public participation.
ii) The Committee will try to reach out to all potential candidates for office openings by using electronic, print, and video media where appropriate.
iii) Candidates must submit their candidacy statements no later than May 23 for inclusion on the RCA ballot.
iv) The ballot will be publicly available no later than June 1 in the year of the election.
v) The election period will close at 6 PM on June 22. Ballots received in any format after that time will be disqualified.
vi) The RCA Elections Committee will count the ballots and certify the results for the Director positions no later than June 30. The results will be announced to the media as soon thereafter as feasible, including details of procedures for run-off election if required.
B) Each voter may cast one vote for the following:
i) Each at-large vacancy
ii) Each District Director vacancy in the district where the voter resides.
C) Each Director shall be elected by a plurality vote of the residents and shall take office upon election.
D) The Election Committee with the Board’s concurrence may establish procedures for absentee balloting as they deem appropriate.
E) The Board shall establish four geographic districts within Reston, as equally representative with respect to voting population as practicable, and shall amend the boundaries of those districts where necessary to maintain such equal representation.
A) Unfilled vacancies for at-large and district seats after annual elections shall be filled within 90 days of the completion of the annual election through appointments made by the remaining Directors. The terms served by such appointed Directors shall be the same as the Class that remained unfilled.
B) Provided that any Board seats vacated by resignation, death or removal for reasons of cause since the last election has more than six (6) calendar months before re-election, such vacancies shall be filled by appointments made by the Directors as soon as practicable following the same process as that for the appointments for unfilled vacancies during regular annual election cycles. The terms served by such appointed Directors shall be the same as the Class of the Director(s) that resigned. If there remains less than less than six (6) months of the term of the Director that resigned, then that seat shall remain unfilled and come up for re-election during the normal annual election cycle for that Class of Directors.
C) Any vacancy on the Board with respect to an original Director elected to represent a particular District is to be filled by a resident who lives in that district.
D) Three consecutive, unexcused absences from a Board meeting by the President or any Director shall be deemed a resignation. Any resignation by a President or Director shall be noticed to the Board in the agenda sent to the Board members and shall be recognized by the Board by a vote of acceptance at the next regularly scheduled Board meeting.
11. Powers and Duties. The Board of Directors has the power and authority to conduct the affairs of the Association. The Board shall operate from an annual budget. It shall create such committees as it deems necessary to carry out the purpose and objectives of the Association. If a committee determines that the Board of Directors should take action at any regular or special meeting to carry out the purpose and objectives of the Association, that committee must provide a written report to the Board at least two weeks prior to that meeting continuing the committee’s recommendations.
12. Meetings. The Board shall hold at least nine (9) regular meetings each year which shall be given public notice and may be attended by any member. The President may call special meetings of the Board and shall call a special meeting upon written request of three Board members.
13. Quorum. A majority of the Directors shall constitute a quorum.
ARTICLE VIII. OFFICERS
1) Enumeration. The officers of the Association shall be President, Vice-President, Secretary, and Treasurer.
2) Term. Officers shall serve until their successors are elected.
3) Election. All Officers of RCA including the President, shall be elected at the first Board meeting of RCA immediately following annual Elections as provided in Article VII, Clause 3, from among their number and shall take office upon election.
4) President – Powers and Duties. The President shall be the Chief Executive Officer of the Association. He or she shall preside at all meetings, and shall be responsible for implementation of all resolutions of the Board of Directors, subject, however, to the right of the Board of Directors to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of the Corporation.
5) Vice-President – Powers and Duties. The Vice-President shall perform all the duties of the President in the latter’s absence or disability, and shall succeed to the office of the President in the event of the withdrawal or resignation of the President or for any reason such as death or removal from the Office by the Board for reasons of cause. The Vice-President shall also perform such other duties as may be assigned by the President, the Executive Committee
, or the Board of Directors.
6) Secretary – Powers and Duties. The Secretary shall conduct the correspondence of the Association, issue notices of and keep minutes of all meetings of the Association, be custodian of the records and discharge such other duties as may be assigned to him or hereby the Board of Directors or the President.
7) Treasurer – Powers and Duties.
A) The Treasurer shall have the care and custody of all the funds and property of the Association. Funds shall be distributed only upon the order of the Board of Directors or the President, and shall be deposited in the name of the Association in such bank, or banks as may be designated by the Board of Directors.
B) The Board may require an annual review of all bank accounts by a Certified Public Accountant before transfer of such accounts to the newly elected Treasurer.
ARTICLE IX. INDEMNIFICATION
Each director and officer, whether or not then in office, shall be indemnified by the Association against all cost and expenses reasonably incurred by or imposed upon them in connection with or resulting from any action, suit or proceeding to which he or she may be made party by reason of their being or having been a director or officer of the corporation with the exception of the case of such officers’ or directors’ willful misconduct of knowing violation of criminal law.
ARTICLE X. COMMITTEES
1) Executive Committee. The Executive Committee shall consist of the officers of the Association and such other persons as the President may appoint from among the members of the Board. It shall conduct any emergency business of the Board between meetings, and shall report any actions so taken at the next Board of Directors meeting. The Executive Committee shall appoint Board members to serve on specific RCA committees and shall concur with each committee’s choice of the committee chair.
2) Elections Committee:
A) Election of Directors. The Elections Committee shall consist of a minimum of three (3) and a maximum of five (5) members to be appointed by the Executive Committee with due consideration of geographical representation. The Board of Directors must make all reasonable best efforts to find at least two (2) to four (4) independent members of the public to be appointed to the Elections Committee. If qualified members of the public are unavailable, the Elections Committee may be filled with the Class(es) of Directors that are the furthest from re-election AND are available to serve in that capacity. The Chairperson shall be a Director on the Board. The Committee shall be appointed to a term of four (4) months.
B) Election of the President. The election of the President and other officers of RCA shall be completed as the first item on the agenda at the first Board meeting following the annual election of the Board of Directors or by a special meeting called specifically for that purpose. As referenced in Article VII, Clause 3, the newly constituted Board of Directors shall elect a new President from one of the Directors through a secret ballot that will be administered by the independent members of the public serving on the Elections Committee. If at least two (2) independent members of the public are not available from the Elections Committee, the Board of Directors shall appoint as many independent members of public as required to administer the secret ballot.
C) The Elections Committee shall supervise the nomination and election of Directors and the President. It may nominate candidates to fill vacancies that may occur on the Board of Directors.
D) The Elections Committee shall preserve all records related to the election of the Directors and President in electronic medium.
E) The Board of Directors shall provide all reasonable assistance to the Elections Committee to administer the elections. In the event that a then serving Director is a critical resource for performance by the Elections Committee, then that serving Director may be released from all conflicts of interest provisions even if the said Director may be up for re-election in the current election cycle.
3) Other Committees. The Board shall create such other committees as needed to carry out the purpose and objectives of the Association. At least one member of the Board shall serve on each committee.
ARTICLE XI. PARLIAMENTARY AUTHORITY
The rules contained in Roberts Rules of Order, Revised, shall govern the Association in all cases where applicable and where they are not inconsistent with the Bylaws of the Association.
ARTICLE XII. AMENDMENT
1) When not in conflict with the Articles of Incorporation, these Bylaws may be amended either by resolution approved by two-thirds of the Board of Directors or by a resolution brought in accordance with ARTICLE VI. RESIDENT POLL. It shall require two-thirds of the votes cast to adopt such a resolution.
2) Proposed Bylaw amendments may be brought to a resident poll on election day and one additional time during the year, except any proposed amendment which the Board determines to be the same in substance or intent as a prior proposal amendment may not be reconsidered until one full year following the original vote thereon.