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BY-LAWS

SLEEPY HOLLOW WOODS CIVIC ASSOCIATION

ARTICLE I

Section l. Charter Members. Any resident of Sleepy Hollow Woods at the time of the adoption of the Constitution may become a member by signing the Constitution within a period of two months of its adoption and those present at the time of the adoption shall have the privilege of voting for the original group of officers, delegates, representatives and committee members.

Section 2. Membership.

a. Upon payment of dues as specified in Article III of the Constitution, any person residing or owning real property in the membership area as set forth in that article shall be deemed a member of the Association in good standing.

b. All members shall be entitled to the benefits of the Association, to fair and equitable treatment in the administration of the Association's activities, and to have a voice in its affairs as provided by the Constitution and these By-Laws. Membership in the Association shall give the member the right to present appropriate matters or grievances to the Association for consideration.

ARTICLE II.

Section 1. Nominations. Nominations of officers shall be made at the regular meeting in March of each year. Nominations shall be made from the floor unless the Association at a meeting held at least one month prior to the day herein set for nominations shall nominate and elect by a majority vote a Nomination Committee of not less than five members to select a slate of nominees for consideration; provided, however, that this shall not be construed to prohibit additional nominations from the floor.

Section 2. Elections.

a. The annual election of officers shall be held at the regular meeting in April, and they shall take office at that meeting. The President, First Vice-President, Second Vice-President, Secretary and Treasurer shall be elected by the Association in the order named. Chairmen of standing committees shall be appointed by the President, thereafter. No person shall hold more than one office.

b. To be eligible to become an officer other than one of the original officers and to serve in office, the nominee must be a member in good standing at the time of the nomination.

c. Original officers, delegates, representatives, and committee members will serve only until the regular annual election in April.

d. Election of officers shall be by secret ballot. Three tellers shall be appointed by the President or other presiding officer, one of whom shall act as judge. A majority of votes cast shall elect the candidate receiving such majority. In the event that no majority is cast, a second ballot shall be taken in which the two nominees polling the largest number of votes shall become the candidates. In the event that both candidates receive the identical number of votes, the tie shall be decided by lot, the method of lot to be selected by the members present.

e. Any officer who shall be absent from three consecutive meetings of the Association may be held to have forfeited his office, and his office may be declared vacant by the Association and an election called to elect a successor; provided, that this section shall not be mandatory, but shall be at the discretion of the Association.

ARTICLE III - VACANCIES

Section 1. Should a vacancy occur in the office of President, the First Vice-President shall become President, and the Second Vice-President shall become Acting First Vice-President and the office of both President and First Vice-President shall be filled by election at the next regular election of officers.

Section 2. Should a vacancy occur in the office of Second Vice-President, either through resignation or his succession to the office of First Vice-President under the terms of Section 1 of this Article, such vacancy shall exist until the next regularly scheduled election.

Section 3. Should a vacancy occur in the office of Secretary or Treasurer before regular election, such vacancy shall be filled by a special election within two months after the last meeting held following the vacation of the office. Such election shall be for the unexpired term only.

Section 4. The President shall have the power to fill a vacancy in any office by appointment until the vacancy is filled by election.

Section 5. The resignation of the Treasurer shall not be accepted until a special committee has audited the financial and property accounts and pronounced them correct.

ARTICLE IV

Section 1. Salaries and Expenses. All officers, delegates, representatives, and committee members shall serve without compensation.

Section 2. Obligation and Disbursement of Funds.

a. The Treasurer is responsible for expending the monies of the Association in a prudent manner.

b. The Treasurer is authorized to establish a Petty Cash Fund in an amount not to exceed $50.00 for the purpose of expeditiously reimbursing officers or members of the Association for minor expenses for such items as postage, stationery, and bills of an emergency nature which they have incurred in the name of the Association. Petty cash expenditures shall not exceed $50.00 in any one month. All petty cash expenditures for the previous month will be reported in detail as part of the Treasurer's report at each regular meeting. Approval of the Treasurer's report will authorize the replenishment of the Petty Cash Fund in the amount of petty cash expenditures reported.

c. All expenditures must be supported by an itemized invoice and receipt signed by the vendor as paid in full, or if this is not practical, by an itemized statement bearing the signature of the person being reimbursed.

d. All disbursements over $500.00, except those in connection with previously approved programs, budgets, or activities, must be approved by the Association. They shall be made by bank check drawn in the name of the Association and upon Association funds. Such checks must be signed by the Treasurer and countersigned by the President, or the Vice-President in his absence. (As amended September 10, 1999).

e. All purchases made by or in the name of the Association shall be for cash. Time payments are expressly prohibited. Borrowing is expressly prohibited, and the bank account at no time shall be overdrawn.

f. The Treasurer shall make an accounting for all funds received and disbursed when called upon to do so by the President or a majority of the Executive Committee.

Section 3. Audit of Accounts. During the regular meeting of the Association in March of each year, an Audit Committee of not less than three members in good standing shall be elected by a majority vote of the membership present at the time of the election. No member of the Audit Committee shall at the time of the audit, herein provided for, be an officer of the Association or a member of the Executive Committee. The President, after formation of the Audit Committee, shall order it to audit the financial and property accounts of the Association two weeks prior to the regular meeting in April. The Audit Committee's report shall be published to the entire membership by reading at the first regular meeting following the audit.

Section 4. Annual Budget of the Association. (New section added September 10, 1999). The treasurer shall prepare the annual budget for the Association and, with the advice and consent of the Executive Committee, present the budget for approval at the regular meeting of the Association in April of each year.

ARTICLE V - STANDING COMMITTEES

There shall be at least the following standing committees appointed each year: Constitution and By-Laws, Membership and Covenant. The duties of the standing committees shall be as determined by the Executive Committee. All other committees which the President shall appoint that are concerned with general membership functions (such as Social, Civic Improvement, Directory) will be designated as standing committees. Only committees with specialized, short-term functions (such as the Audit Committee) will be designated special committees.

ARTICLE VI - TIME AND PLACE OF REGULAR MEETINGS

General meetings of the Association shall be held at least every other month, excepting July and August, at such time and place as may be determined by the Executive Committee and announced to the membership of the Association.

ARTICLE VII - ORDER OF BUSINESS

Section 1. At all regular meetings the order of business shall, so far as possible, be as follows: a. Roll call of officers; b. Reading and approval of minutes of previous meeting; c. Reports of Secretary and Treasurer; d. Reading of significant communications received; e. Report of new members joined; f. Reports of delegates to Fairfax County Federation of Citizens Associations and representative to the Annandale Community Council; g. Reports of Standing Committees; h. Advertising; I. Unfinished business; j. New business; k. Adjournment.

Section 2. Any question as to the priority of business shall be decided by the presiding officer, who shall have the right to change the order of business at any meeting unless overruled by a majority of the members present and voting.