Proposed Neighborhood Association Bylaws

Article I. Name

The name of this organization is the Wissahickon Neighbors Civic Association (hereinafter referred to as the “Association”).

Article II. Territory

The Association’s territory of representation is the area bounded as follows: Main Street on the southwest and Henry Avenue on the northeast. The northerly border begins at the intersection of Main Street and Shurs Lane, continuing northeast to the intersection of Walnut Lane and Henry Avenue. The southerly border begins at the intersection of Henry Avenue and Hermit Street and continues south along Ridge Avenue to the Lincoln Drive Trail. The territory includes the area north and northeast of Ridge Avenue to the SEPTA Rail Right-of-Way.

Article III. Purpose

The purpose of the Wissahickon Neighbors Civic Association is to serve the community through informed, engaged, and democratic participation in neighborhood life. The Association works to promote the general improvement of social and economic conditions in the community, foster unity and pride among neighbors, and maintain open communication on matters of shared concern. The Association shall conduct only activities permitted by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future federal tax law). The Association shall operate as a Registered Community Organization (RCO) in accordance with the Philadelphia Zoning Code when applicable.

Article IV. Membership

Section 1. Eligibility

Membership in the Association is divided into the following categories:

• Resident Member: Open to any individual eighteen (18) years of age or older who resides or owns residential property within the territory of the Association (as defined in Article II).

• Business Member: Open to any individual or entity that owns property or operates a business within the territory of the Association.

• Community Member: Open to any individual eighteen (18) years of age or older who resides outside the Association's territory but demonstrates a consistent interest in the community's well-being.

• Honorary Member: The Board may grant honorary membership to individuals or organizations that have provided exceptional support to the Association. Honorary members are not assessed dues and do not have voting rights.

Section 2. Voting Rights

• Resident and Business Members: Each member in good standing is entitled to one (1) vote on all Association matters, including board elections and official positions on zoning or land-use applications.

• Community Members: Each Community Member in good standing is entitled to one (1) vote on all Association matters, except where Philadelphia City Planning Commission (PCPC) regulations require a vote to be limited to those within the boundaries. In such cases, Community Member votes shall be recorded separately for advisory purposes.

• General: Proxy voting is not permitted.

Section 3. Dues

The rate of annual membership dues shall be set by the Board and approved by the general membership at a regular meeting. The annual membership period begins on March 1.

Section 4. Good Standing

A member is in good standing if their dues are current and they are not subject to any disciplinary action.

Section 5. Honorary Membership

The Board may grant honorary membership to any individual or organization that has demonstrated meaningful support for the Association’s goals. Honorary members are not assessed dues and do not have voting rights. Honorary membership is renewed annually at the Board’s discretion.

Section 6. Hold Harmless

All members of the Association, on behalf of themselves and their affiliates, agree to hold harmless, release, and discharge the Association, its Board, and its members from any and all claims arising in connection with the Association’s decisions to support or not support, intervene or not intervene, or appeal or not appeal any building, demolition, zoning, or licensing application before any local or state agency, court, or arbitrator. This release includes advocacy for or against any agency rule, City Council ordinance, or governmental law.

Article V. Officers and Board

Section 1. Officers

The Association shall be governed by a Board of Officers consisting of:

• President

• Vice President

• Secretary

• Treasurer

The Board may also appoint up to five (5) Trustees as needed to assist with the work of the Association. Trustees serve at the discretion of the Board and there is no minimum number required.

Section 2. Duties of the President

The President shall:

• Preside at all meetings of the Association and the Board.

• Serve as the official spokesperson of the Association.

• Supervise the activities of the Association and ensure that all Board decisions are carried out.

• Represent the Association in its public affairs and with affiliated organizations.

• Appoint committee chairpersons, with the concurrence of the Board, except as otherwise provided for autonomous committees under Article IX.

•  Co-authorize all Association disbursements exceeding $500, together with the Treasurer, in accordance with the Board-approved Fiscal Policy

• Fill vacancies in any office, subject to Board concurrence, until the next election.

Section 3. Duties of the Vice President

The Vice President shall perform all duties of the President in the President's absence or incapacity. The Vice President shall advise the President on matters requiring Board attention, assist with membership engagement and volunteer recruitment, and shall serve as Chair of the Membership and Fundraising Committee.

Section 4. Duties of the Secretary

The Secretary shall:

• Record and maintain minutes of all Association and Board meetings.

• Maintain sign-in sheets as a record of attendance at all meetings.

• Maintain an accurate and current membership list.

• Ensure that the Bylaws and meeting minutes are available to members upon request.

• Carry out correspondence as directed by the President or Board and maintain copies of all said correspondence.

• Give notice of all meetings and other matters as required by these Bylaws or as directed by the President.

• Notify local media and the broader community of meetings and items of community interest.

• Serve as a member of the Digital & Technology committee.

Section 5. Duties of the Treasurer

The Treasurer shall:

• Receive, disburse, and account for all funds of the Association.

• Maintain all Association funds in accounts at regulated and insured financial institutions approved by the Board.

• Keep full and accurate records of all receipts and disbursements in accordance with generally accepted accounting principles.

• Present a brief financial update at all meetings of the general membership and the Board, including current balances and any changes since the previous meeting.

• Prepare an annual financial statement before the February general meeting each year.

• Prepare all required tax and information reports and present them to the Board.

• Keep all financial books and records available for audit.

• Authorize all disbursements from Association accounts in accordance with the Board-approved Fiscal Policy, and co-authorize with the President any disbursement exceeding the threshold established in the Fiscal Policy.

• Maintain separate ledger accounting for designated committee funds (including the Neighbors Woodland Committee and Neighbors Playground Committee), and provide committee chairs with a current fund balance statement at least quarterly.

Section 6. Duties of Trustees

Trustees shall assist Officers as directed by the President and may be assigned specific duties or appointed as committee chairpersons. Trustees participate in Board meetings with full voting rights, unless otherwise determined by the Board at the time of appointment.

Section 7. Board Meetings and Quorum

The Board of the Association shall consist of the elected Officers and any appointed Trustees. The Board shall meet at least once per month, or as otherwise determined by the President. A majority of filled Officer positions shall constitute a quorum at any Board meeting.

Section 8. Removal of Officers

An Officer may be removed from office for failure to fulfill the duties of their position, for conduct detrimental to the interests or reputation of the Association, or for behavior that materially interferes with the effective functioning of the Board or the Association. Removal shall require a two-thirds (2/3) vote of the Board members present at a meeting where a quorum exists. The Officer subject to removal shall not vote on the matter.

Unexcused absence from three (3) consecutive Board meetings shall constitute sufficient grounds for removal. Whether an absence is excused shall be determined by the Board.

Section 9. Electronic Action

The Board may act without a meeting by unanimous consent communicated electronically. Any such action shall be recorded by the Secretary and may be reported to the membership at the next regular meeting.

Section 10. Resignation

Any Officer may resign at any time by providing written notice to the President and Secretary. Resignation takes effect upon receipt of notice unless otherwise stated.

Article VI. Elections

Section 1. Nominating Committee

The Board shall appoint a Nominating Committee of at least three (3) members, at least one of whom is not a current Officer, no later than October of each year. The Nominating Committee shall seek candidates, verify eligibility, and present at least one nominee for each office at the November general meeting.

Section 2. Floor Nominations

Any member in good standing may nominate additional candidates from the floor at the time of the election meeting.

Section 3. Eligibility

To be eligible for election to the Board, a candidate must be a member in good standing for at least three (3) months prior to the nomination meeting. No person may hold more than one elected office at the same time.

Section 4. Election Procedure

Officers shall be elected annually at the January general meeting. If only one candidate is nominated for an office, that candidate shall be declared elected. Officers shall be elected annually at the January general meeting. If only one candidate is nominated for an office, that candidate shall be declared elected. If more than one candidate stands for an office, voting may be conducted by secret ballot or by another method approved by the Board or membership at the meeting. For election voting involving remote participation, electronic voting methods that provide for fair and verifiable voting may be used. The candidate receiving a majority of votes cast shall be elected. In the event of a tie, balloting shall continue until a majority is achieved. In the event of a tie, balloting shall continue until a majority is achieved. 

Section 5. Election Panel

The Board shall appoint an Election Panel of at least two (2) members, none of whom are current Officers, to conduct the election and tally votes. The President shall announce the results. No member of the Nominating Committee shall serve on the Election Panel.

Article VII. Terms of Office

Each Officer shall serve a term of one (1) year, beginning at the January general meeting. Officers shall continue to serve until their successor has been duly elected and installed. No Officer shall serve more than five (5) consecutive terms in the same office, except that this limitation shall not apply to the Treasurer, in recognition of the continuity required for sound financial stewardship. Officers serve without compensation.

Article VIII. Vacancies

A vacancy in any office due to death, resignation, removal, or incapacity shall be filled by appointment of the President with the concurrence of the Board. The appointee shall serve until the next annual election. A vacancy in the office of President shall be filled by the Vice President.

Article IX. Committees

Section 1. General Committees

The President may form committees as needed, with the concurrence of the Board. Committee chairpersons are appointed by the President with Board approval and serve at the President's discretion, subject to annual reappointment. All committees serve at the direction of the Board and report regularly to the Board and general membership. Committee members serve without compensation.

Section 2. Standing Committees

The following standing committees are established by these Bylaws:

• Zoning and Land Use Committee

• Membership & Fundraising Committee

• Digital & Technology Committee

• Multimodal Transportation & Safety Committee

• Neighbors Woodland Committee (see Section 4)

• Neighbors Playground Committee (see Section 5)

Additional committees may be created or dissolved by the Board as needed.

Section 3. Conduct

All committee members and chairpersons must report to the Board any business conducted on behalf of the Association. No committee member shall take action that contravenes the expressed will of the Association.

Section 4. Neighbors Woodland Committee

The Neighbors Woodland Committee (the "Woodland Committee") is a standing committee of the Association established to steward, maintain, and improve the woodland property owned by Neighborhood Gardens Trust (NGT) and managed by the Woodland Committee pursuant to any current contractual agreements between the Committee, Association, and NGT. The Woodland Committee operates with a high degree of autonomy as described in this Section.

(a) Membership and Participation. Membership in the Woodland Committee is open to any individual who wishes to support the woodland property, regardless of whether they are a member of the Association or reside within the Association's territory. The Woodland Committee may also establish a "Friends of the Woodland" group to broaden community participation and support. The Friends group may hold its own meetings and organize activities independently, operating in coordination with the Woodland Committee.

(b) Steering Committee. The Woodland Committee shall be governed by a Steering Committee consisting of active participants who have demonstrated sustained commitment to the woodland property. The Steering Committee shall be self-selecting: when a Steering Committee member steps down from their role, the remaining Steering Committee members shall identify and approve a replacement. The Association's Board of Officers shall have no role in selecting or removing Steering Committee members, except in the event that a Steering Committee member’s actions create a material breach of any current NGT contracts or the Association’s 501(c)(3) status. In such cases, the Board may, by a unanimous vote, remove a Steering Committee member to protect the Association from legal or insurance forfeiture. The individual designated as head gardener under any agreement with NGT shall at all times be a member of the Woodland Steering Committee.

(c) Chair. The Woodland Steering Committee shall elect its own Chair from among its members. The Chair serves at the pleasure of the Steering Committee and is subject to no term limits. The Chair shall serve as the primary liaison between the Woodland Committee and the Association's Board.

(d) Finances. The Woodland Committee shall manage its own designated funds, which shall be tracked separately within the Association's books in accordance with the board approved fiscal policy. The Woodland Steering Committee shall have full authority to authorize expenditures of Woodland Committee funds for purposes related to the care, maintenance, programming, and improvement of the woodland property, consistent with any obligations under the stewardship agreement with NGT. The Treasurer of the Association shall maintain a separate accounting of Woodland Committee funds and co-authorize disbursements approved by the Woodland Steering Committee in accordance with the expenditure thresholds and procedures established in the Board-approved Fiscal Policy.

(e) Reporting. The Woodland Committee Chair, or a designated representative, shall report to the Association's Board at least quarterly on financial activity, and at least once per year on overall activities, finances, and plans of the Woodland Committee. The Woodland Committee operates under the umbrella of the Association and its activities must remain consistent with the Association's purposes, applicable law, and any obligations under current contractual agreements with NGT.

Section 5. Neighbors Playground Committee

The Neighbors Playground Committee (the "Playground Committee") is a standing committee of the Association established to steward, maintain, and improve the playground property owned by the City of Philadelphia and managed by Philadelphia Parks & Recreation (PPR). The Association operates as an official Friends group of PPR with respect to this property, pursuant to a friends group agreement between the Association and PPR. The Playground Committee operates with a high degree of autonomy as described in this Section.

(a) Membership and Participation. Membership in the Playground Committee is open to any individual who wishes to support the playground property, regardless of whether they are a member of the Association or reside within the Association's territory. The Playground Committee may also establish a "Friends of the Playground" group to broaden community participation and support. The Friends group may hold its own meetings and organize activities independently, operating in coordination with the Playground Committee.

(b) Steering Committee. The Playground Committee shall be governed by a Steering Committee consisting of active participants who have demonstrated sustained commitment to the playground property. The Steering Committee shall be self-selecting: when a Steering Committee member steps down from their role, the remaining Steering Committee members shall identify and approve a replacement. The Association's Board of Officers shall have no role in selecting or removing Steering Committee members. Any individuals designated as contacts under any agreement with PPR shall at all times be members of the Playground Steering Committee.

(c) Chair. The Playground Steering Committee shall elect its own Chair from among its members. The Chair serves at the pleasure of the Steering Committee and is subject to no term limits. The Chair shall serve as the primary liaison between the Playground Committee, Philadelphia Parks & Recreation, and the Association's Board.

(d) Finances. The Playground Committee shall manage its own designated funds, which shall be tracked separately within the Association's books in accordance with the board approved fiscal policy. The Playground Steering Committee shall have full authority to authorize expenditures of Playground Committee funds for purposes related to the care, maintenance, programming, and improvement of the playground property. The Treasurer of the Association shall maintain a separate accounting of Playground Committee funds and co-authorize disbursements approved by the Playground Steering Committee in accordance with the expenditure thresholds and procedures established in the Board-approved Fiscal Policy. 

(e) Reporting. The Playground Committee Chair, or a designated representative, shall report to the Association's Board at least quarterly on financial activity, and at least once per year on overall activities, finances, and plans of the Playground Committee. The Playground Committee operates under the umbrella of the Association and its activities must remain consistent with the Association's purposes and applicable law.

Article X. Meetings

Section 1. Regular Meetings

The Association shall hold regular general membership meetings at least monthly from September through June. Meetings in July, August, and December may be held at the Board's discretion, including for urgent matters such as zoning appeals. The November meeting shall be rescheduled by the Board when the regular meeting date falls on or conflicts with the Thanksgiving holiday. These meetings constitute the official Registered Community Organization (RCO) meetings of the Association, as authorized by the Philadelphia Zoning Code.

Section 2. Annual Meeting

The annual meeting shall be held at the January general membership meeting, at which Officers shall be elected and installed. The annual financial report shall be presented at the February general membership meeting.

Section 3. Special Meetings

Special meetings may be called by the President or by written request of ten (10) or more members submitted to the Secretary, with at least three (3) business days' notice.

Section 4. Quorum

A minimum of seven (7) Resident or Business Members in good standing, including at least two (2) Officers, shall constitute a quorum for the purpose of conducting business at any duly noticed regular, annual, or special meeting.

Section 5. Notice

Notice of all general and special meetings shall be given to members at least seven (7) days in advance by email, posting on the Association’s website, and any other communication channels the Board deems appropriate.

Section 6. Meeting Agenda

The agenda for general membership meetings shall generally include:

• Call to order and recording of attendance

• Approval of minutes from the previous meeting

• Treasurer’s financial update

• Committee reports

• Old business

• New business

• Adjournment

Section 7. Rules of Order

Meetings shall be conducted informally at the discretion of the President. Rosenberg's Rules of Order shall serve as a guide when needed.

Section 8. Remote Participation

Members and Officers may participate in meetings by telephone or electronic conferencing where all participants can hear one another. Such participation shall count toward quorum and voting.

Article XI. Finances and Disbursements

Section 1. Financial Accounts

All funds of the Association shall be deposited in the name of the Association in accounts at regulated and insured financial institutions approved by the Board in accordance with the Board approved fiscal policy. Committee-designated funds shall be tracked separately within the Association's accounts and shall not be commingled with general operating funds.

Section 2. Disbursement Authority

The Board shall present an annual budget in accordance with the Board approved fiscal policy at the October general meeting for approval by the general membership at the November general meeting. The Board shall have authority to make expenditures within the approved budget without requiring further membership approval.

 All disbursements — whether by check or electronic transfer — shall be authorized in accordance with the Board-approved Fiscal Policy, including any applicable dual-authorization requirements. In the Treasurer's absence, the President may authorize disbursements as provided in the Fiscal Policy.  

Section 3. No Private Benefit

No part of the Association’s net earnings shall inure to the benefit of, or be distributed to, any member, Officer, or private individual, except as reasonable compensation for services rendered in furtherance of the Association’s purposes.

Section 4. Records

The Association shall maintain correct and complete financial records, meeting minutes, the Board approved fiscal policy, and a copy of these Bylaws, all of which may be inspected by any member of the Board for any proper purpose upon reasonable written request.

Article XII. Fiscal Year

The fiscal year of the Association begins on January 1 and ends on December 31.

Article XIII. Non-Discrimination

The Association shall not discriminate on the basis of race, color, religion, national origin, sex, gender identity or expression, sexual orientation, age, disability, marital status, or any other characteristic protected by applicable law in any of its activities, programs, or operations. This policy applies to all members, Officers, volunteers, and anyone acting on behalf of the Association.

Article XIV. Member Conduct

The Association is committed to maintaining a respectful and welcoming environment for all members and participants. Members are expected to engage with one another and with the Association's activities in good faith and with basic courtesy, both within Association activities and in the broader community.

The meeting chair may warn or remove any person from a meeting for disruptive, harassing, or otherwise inappropriate behavior.

The Board may, by a two-thirds (2/3) vote, suspend or revoke the membership of any member whose conduct is deemed detrimental to the Association, its members, or its mission. The member in question shall not vote on the matter.

Article XV. Conflicts of Interest

Section 1. Disclosure

Any Officer, Board member, or committee member who has a financial or personal interest in any matter before the Board or the Association shall promptly disclose that interest to the President and to the membership at the next general meeting. If the conflict involves the President, it shall be disclosed to the Board prior to any action on the matter.

Section 2. Recusal

An interested party shall not vote on, or use personal influence regarding, any matter in which they have a conflict of interest. They may state their position and respond to questions but shall otherwise refrain from participation in deliberations on the matter. The minutes shall reflect any disclosure and recusal.

Section 3. Zoning Matters

Any Officer or committee member with a financial interest in any entity involved in a matter before the Zoning Committee—including interests held currently or within the previous twenty-four (24) months—shall disclose that interest and recuse themselves from participation in that matter.

Section 4. Failure to Disclose

An Officer or committee member who fails to disclose a conflict of interest may be removed from their position in accordance with Article V, Section 8 of these Bylaws.

Article XVI. Limitation of Liability and Indemnification

Section 1. Limitation of Liability

Officers and Directors of the Association shall not be personally liable for monetary damages for any action taken or omitted in their capacity as Officers or Directors, except to the extent required by applicable Pennsylvania law. It is the intention of this provision to limit liability to the fullest extent permitted by law.

Section 2. Indemnification

The Association shall hold harmless, defend, and indemnify its Officers and Board members, and may by Board resolution indemnify volunteers and agents, for actions taken in good faith on behalf of the Association. Expenses incurred by a person entitled to indemnification under this section shall be paid by the Association in advance of the final disposition of any action, provided the person submits a written affirmation of their good faith belief that they met the applicable standard of conduct and a written undertaking to repay such amounts if it is ultimately determined they are not entitled to indemnification.

Section 3. Insurance

The Board may purchase and maintain liability insurance on behalf of Officers, Board members, and volunteers of the Association against liabilities asserted against them in such capacity.

Article XVII. Disbandment

Section 1. Triggers 

The Association shall consider disbandment if it is unable to field a quorum of Officers for two consecutive election cycles, or if the active membership falls below the minimum number required to fill all Officer positions.

Section 2. Procedure 

Upon a determination by the remaining members that the Association cannot continue to function, disbandment shall be initiated by a two-thirds (2/3) vote of members present at a duly noticed special meeting called for that purpose.

Section 3. Distribution of Assets

Upon disbandment, all holdings of the Association shall be liquidated and donated in compliance with Section 501(c)(3) of the Internal Revenue Code as follows:

(a) Restricted Committee Funds: Assets held specifically for the Neighbors Woodland Committee and the Neighbors Playground Committee shall be transferred to a 501(c)(3) organization (or organizations) designated by the respective committees for the continued maintenance and support of those specific projects.

(b) General Assets: All remaining general holdings shall be donated for a charitable purpose within the territory of the Association, as agreed upon by the remaining members.

Article XVIII. Amendments

These Bylaws may be amended by proposal of the Board or by written petition of at least ten (10) members submitted to the Secretary. The proposed amendment shall be circulated to all members at least thirty (30) days before the meeting at which it will be voted upon. An amendment requires an affirmative vote of at least two-thirds (2/3) of the members present at a duly noticed general or special meeting to pass. Individual provisions of these Bylaws may be temporarily suspended by a two-thirds (2/3) vote, for a specified period of time only.