ALLIANCE OF RESTON CLUSTERS AND HOMEOWNERS
The name of the corporation is the Alliance of Reston Clusters and
Homeowners, hereinafter referred to as the "Alliance".
Definitions: As used in these Bylaws, unless the context requires a
different meaning, the words initially capitalized in these Bylaws shall
be defined as follows:
Act - shall mean and refer to the Commonwealth of Virginia
Nonstock Corporation Act.
Alliance - shall mean and refer to the Alliance of Reston
Clusters and Homeowners.
Alliance Documents - shall mean and refer to the Alliance's
Articles of Incorporation recorded with the Clerk's office of
Fairfax County, the Alliance's Bylaws, and all other corporate
records required by the Act.
Membership Fee - shall mean and refer to the membership fee (if
any) set by the Board of Directors.
Articles of Incorporation - shall mean and refer to the document
that gives the Alliance all the powers, duties, privileges, and
obligations of a Virginia Nonstock Corporation.
Associate Member - shall mean and refer to the classification of
Member as defined in Article IV of these Bylaws.
Association - shall mean and refer to any legally constituted
homeowners or condominium association located in Reston and registered
with the Commonwealth of Virginia.
Board of Directors - shall mean and refer to a group of persons
vested with the management of the business of the Alliance as detailed
in Article VII of these Bylaws.
Bylaws - shall mean and refer to the Bylaws adopted or amended by
the Board of Directors that provide for the regulation or management
of the business of the Alliance, with such provisions being
subordinate to the Articles of Incorporation and all provisions of the
Director - shall mean and refer to a member of the Alliance's
Board of Directors.
General Member - shall mean and refer to the classification of
Member as defined in Article IV of these Bylaws.
Member Representative - shall mean and refer to an individual
officially designated by an Alliance General Member to represent the
General Member in all Alliance affairs, as directed by the General
Members (or Membership) - shall mean and refer to one (or the
group) having membership rights in the Alliance as defined in Article
IV of these Bylaws.
Nonstock Corporation Act - shall mean and refer to the
Commonwealth of Virginia Nonstock Corporation Act.
Officer - shall mean and refer to a Member Representative elected
by the Alliance’s Board of Directors to one of the positions
detailed in Article VIII of these Bylaws.
Reston - shall mean the area within Fairfax County commonly
referred to as "Reston," as that may change from time to
time (including any residences within Fairfax County’s Small Tax
District #5 or the document known as the Reston Master Plan on file
with Fairfax County).
1. Consistent with the purposes of the Alliance set forth in the
Articles of Incorporation, it shall be the policy of the Alliance
2. These Bylaws are subject to the laws of the Commonwealth of
Virginia and shall be read/interpreted as consistent with those
(a) Serve as a resource for the General Members and their
leadership in connection with the management of those associations.
(b) Facilitate the gathering and exchange of information relative
to the management of Reston’s homeowner associations, or on matters
of concern or affecting the broader Reston community of which they are
(c) Ensure the Members are aware of local issues affecting them and
that they have a full and fair opportunity to participate in the
decision process related to those issues.
(d) To collaborate with and, as appropriate, participate in other
local not-for-profit ventures or organizations that support or promote
the interests of the Alliance’s Members.
3. The principal office of the Alliance shall be located in Reston,
Virginia. The Alliance may also have offices at such other places as
the Board of Directors may from time to time appoint or as the
business of the Alliance may require.
4. The principal mailing address of the Alliance shall be P.O. Box
3723, Reston, Virginia, 20195.
1. General Members. A General Member in the Alliance shall be defined
2. Associate Members. An Associate Member in the Alliance shall be
defined as an individual homeowner within Reston who:
(a) Any legally-constituted homeowners or condominium association
located in Reston and registered with the Commonwealth of Virginia
whose board of directors has elected to participate in the Alliance
and has agreed to be bound by the Alliance’s Governing Documents and
conditions of membership; or
(b) Any informal homeowners group comprised of at least ten
individual homeowners located in a recognizable neighborhood within
i. such group may not be located within an existing homeowners
association described in Article III.1(a) above;
ii. such group has submitted a valid petition consistent with the
criteria set forth by the Board of Directors; and
iii. the Alliance’s Board of Directors has approved such
petition for membership.
(c) Each General Member shall designate one or more Member
Representatives to represent the General Member in all Alliance
affairs. Only one Member Representative per General Member shall be
entitled to vote within the Alliance. Therefore, in the event more
than one Member Representative is designated by a General Member, the
General Member shall indicate which of those Member Representatives is
empowered to cast votes on behalf of the General Member.
(a) does not reside within a group that has been accepted for
General Membership pursuant to Article III.1 above;
(b) has submitted an application for membership consistent with the
criteria set forth by the Board of Directors; and
(c) the Alliance’s Board of Directors has approved such
Associate Membership is not intended, and may not be used, as a means
of receiving the benefits of General Membership at a reduced Membership
Fee. Consequently, while Associate Members may serve as Board members,
officers, and on Alliance committees, Associate Members may not be
provided full access to all Alliance work product as the Board may deem
3. Application for Membership. The Board of Directors shall be
responsible for developing an application to be used for the General
Members defined in Article IV.1(b) above and Associate Members as
defined in Article IV.2 above.
MEETINGS OF MEMBERS
1. Annual Meeting. The annual meeting of Members shall be held at
least thirty days before the beginning of each fiscal year and at least
ten months but not more than fourteen months after the preceding annual
meeting at such place, date and time as may be fixed from time to time
by resolutions of the Board of Directors. The purposes of the annual
meeting are to:
(a) hear reports on the state of the Alliance,
(b) vote on the election of Directors,
(c) permit questions and comments from the Members, and
(d) act on such other matters as may have appropriately been put
before the meeting pursuant to these Bylaws.
2. Regular Membership Meetings. In addition to the Annual Meeting,
the Board of Directors is encouraged to hold additional regular
Membership meetings each year that are open to all Members of the
Alliance. The Board of Directors shall actively solicit and encourage
Member participation in these meetings. Meeting notice will be given as
specified below. The Annual or any Regular Meeting is sometimes referred
to hereafter as a General Meeting(s).
3. Special Meetings.
(a) At the request of the President or the Board of Directors, a
Special Meeting of the Membership can be held to address one or more
(b) General Members can also petition the Board of Directors to
hold a Special Meeting to address one or more specified topics.
Petition must be signed by General Members representing at least
twenty percent of the Members entitled to vote. The signatures on a
petition requesting a special meeting shall be valid for a period of
ninety days after the date of the first such signature.
(c) Upon adoption of a resolution by the Board of Directors, or
presentation of a valid request or petition to the Board, the Board
will promptly set the time and place at which the Special Meeting will
be held and provide the required notice to the Membership. In the
event a valid petition is received by the Board of Directors from the
General Members, the Board of Directors shall respond to the
petitioners within twenty-one calendar days of receipt of such valid
petition with a date for the Special Meeting, such date to be no later
than 60 days following receipt of the valid petition. No business
other than that stated in such resolution, request or petition shall
be transacted at such Special Meeting.
4. Notice of Meetings. Written notice stating the place, the date and
time of the meeting and the purposes for which the meeting is called,
shall be given to each Member entitled to vote at such meeting at least
fourteen days before any annual or regularly scheduled meeting and at
least ten days before any other meeting, but not more than sixty days
before such meeting. Notice shall be given pursuant to the requirements
of the Virginia Nonstock Corporation Act Section 13.1-810
(a) At any meeting of the Alliance at which General Members are
scheduled to vote, a quorum shall exist if at least twenty percent of
the General Members are represented, in person or by proxy, at the
beginning of such meeting. Once a Member is deemed present at a
meeting, such Member is deemed present for quorum purposes for the
remainder of the meeting and for any adjournment of that meeting.
(b) If at any meeting of the Alliance a quorum is not present, a
majority of the Members who are present at such meeting in person or
by proxy may:
i. recess the meeting to a time not more than forty-eight hours
after the time the original meeting was called at such place, date
and time as such Members may agree; or
ii. adjourn the meeting to a time not less than forty-eight hours
nor more than thirty days after the time the original meeting was
called at such date and place as such Members may agree. In either
event, the Secretary shall announce the place, date and time at the
meeting and make other reasonable efforts to notify all Members of
such date, time and place.
6. Conduct of Meetings. The President shall preside over all meetings
of the Alliance and the Secretary shall keep the minutes of the meetings
and record all resolutions adopted at the meetings and proceedings
occurring at such meetings.
7. Administration. The Board of Directors may make such regulations
as it deems advisable for any voting by Members, in regard to proof of
membership in the Alliance, evidence of the right to vote, and such
other rules as it deems fit.
1. Voting Rights. The voting rights of the Members of the Alliance
shall be as follows:
(a) Only one Member Representative of each General Member shall
have the right to vote for the election and removal of Directors and
on other Alliance matters. Where a General Member has designated
multiple Member Representatives, the General Member must notify the
Board of Directors which Member Representative is empowered to vote on
Alliance matters. Eligibility shall be determined by the Board of
Directors as of the date of the relevant meeting.
(b) Associate Members shall have a single, collective vote for the
election and removal of Directors and on other Alliance matters put to
a general vote of the membership. On any such vote, the votes of
individual Associate Members participating in that vote shall be
separately tallied, with a plurality vote among that group determining
how the Associated Members’ single collective vote shall be
recorded. In the event of a tie vote among Associate Members casting
votes on a particular item, no single, collective vote shall be
recorded. Voting by individual Associate Members may not be by proxy.
(c) Individuals serving on the Board or on committees shall have one
vote on all Board or committee matters unless the Board determines
2. Delinquency. No Member may vote at any meeting of the Alliance or
be elected to serve on the Board of Directors if payment by such Member
of any financial obligation to the Alliance is delinquent more than
sixty days unless the amount necessary to bring the account current has
been paid at the time of such meeting or election, or other arrangements
have been made to the satisfaction the Board of Directors (to be
expressed in writing).
3. At any General or Special Meeting of the Members, no vote can be
taken on any matter unless there is a quorum present at the meeting as
outlined above in Section V.5.
4. Manner of Voting.
(a) At a Meeting. Voting by Members at a meeting shall be by
voice vote unless the presiding officer determines otherwise or any
Member Representative present at the meeting requests, and a majority
vote of the Member Representatives present consent to, a vote by
(b) By Referendum. In the sole discretion of the Board of
Directors, elections of Directors (or other matters permitted by law)
requiring a vote of the Members may be submitted to a referendum of
the Members on a ballot, by mail, by electronic means, or at a polling
place(s). Ballots shall be returned to the Secretary of the Alliance
by the date specified on the ballot. The Board of Directors shall
determine the method of voting, the form of all ballots, the deadline
for return of ballots and the location of polling place(s), if any.
5. Unless otherwise required by law or the Alliance Documents, a
simple majority of those present or participating, as applicable, will
decide all votes.
- A vote by a General Member may be cast in person by its Member
Representative or by proxy. A proxy may be instructed (directing the
proxy holder how to vote) or uninstructed (leaving how to vote to
the proxy holder’s discretion). If uninstructed, the proxy form or
instructions shall contain a brief explanation of the effect of
leaving the proxy uninstructed.
- Proxies shall be in a format the Board approves, shall be signed
(or otherwise verified) by the authorized Member Representative,
shall be valid only for the meeting or vote(s) specifically
identified, and shall be presented to the Secretary prior to the
taking of the specified vote(s). Such proxy shall be revoked only
upon the Secretary’s receipt of written or electronic notice from
the person authorizing the proxy.
- A proxy may be cast by any one of the following:
i. The Board of Directors (collectively), or
ii. The designee of a General Member.
BOARD OF DIRECTORS
1. General Powers. The management of the Alliance’s affairs shall
be vested in the Board of Directors. The Directors may delegate such
powers of authority to other persons or committees as it deems
appropriate for the proper management of the Alliance.
2. Qualification for Directors. Any Member shall be eligible to
serve as a Director of the Corporation, provided only one person per
General Member may serve as a Director at the same time and only one
Associate Member may serve on the Board at the same time. Directors
must maintain a principal residence within Reston throughout their
term in office.
3. Number and Composition. The Board of Directors shall consist of
at least five and not more than seven elected Directors.
(a) For Directors elected at the Annual Meeting to be held in
i. Three Directors shall be elected to one-year terms.
ii. Two Directors shall be elected to two-year terms.
iii. Two Directors shall be elected to three-year terms.
(b) Subsequent Directors shall serve three-year terms or until
their respective successors are elected.
5. Method of Nomination. Candidates for election shall file a
petition of candidacy with the Secretary, by the date set by the Board
6. Election of Directors. Each Director shall be elected by a
plurality vote of the Members voting in such election.
7. Removal of a Director. In accordance with the Articles of
Incorporation, Members shall have the right to vote for the removal of
a Director. A Director may be removed with or without cause only at a
General Meeting or at a Special Meeting of the Members called (in
whole or in part) for the purpose of removing the Director. The
meeting notice shall state that the purpose or one of the purposes of
the meeting is removal of a Director. Removal of a Director requires
an affirmative vote of a majority of the Members voting at such
meeting at which a quorum is present.
8. Vacancies. Any vacancy occurring in the Board of Directors may
be filled by a two-thirds vote of the remaining Directors at a Board
of Directors meeting at which a quorum is present. Any Director
elected to fill a vacancy shall serve out the remainder of the term of
the Director being replaced.
9. Meetings of the Board of Directors.
(a) The annual meeting of the Board of Directors shall be held
within four weeks preceding the Annual Meeting of the Members.
(b) Special meetings of the Board of Directors may be called by
the President or at the request of any two Directors. Notice of
special meetings shall be provided to the Directors at least two
days in advance, by mail, e-mail, telegram, telephone or hand
delivery, unless waived by a Director by attendance at the meeting
or by written waiver signed before or after the meeting. The Board
may also convene informally in meetings where no substantive
decisions are made.
(c) All meetings of the Board of Directors shall be open to the
Members, except the Board may meet in executive session on personnel
and legal matters and on contract negotiations, as determined by a
majority of the Board. No meeting shall be improper or invalid by
reason that such meeting or changes to the proposed agenda could not
reasonably be publicized to the membership in advance.
10. Quorum. Except as otherwise provided by law, by the Articles of
Incorporation, or by these Bylaws, the presence of four Directors
shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors. A quorum of Directors must be
present at any time during a meeting when any formal action is taken.
If less than a quorum is present a majority of those present may
adjourn the meeting from time to time without further notice.
11. Manner of Acting. The act of a majority of the Directors present
at a meeting at which a quorum is present shall be an act of the
Board of Directors, unless a greater number is required by law. Any
action which may be or is required to be taken at a meeting may be
taken without a meeting if consented to in a writing, setting forth
the action so taken, signed by those Directors constituting the
majority on such action. Directors may also participate in meetings
via teleconference or other manner allowing their direct
participation, provided such alternative means do not require any
unreasonable Alliance expense and such participation is subject to
approval of a majority of the Board of Directors present, in person,
at such meeting.
12. Compensation. Directors shall not receive any compensation for
their services as such, but they may, by Board resolution, be
reimbursed for expenses related to such service.
1. Enumeration. The Officers of the Alliance shall be a President,
Vice President, Secretary and Treasurer. The Board of Directors may
elect such other officers as it deems desirable. Any two or more offices
may be held by the same person, except the offices of President and
Secretary. The President and Vice President shall be elected Directors.
The remaining officers need not be Directors, but shall be Members.
2. Election and Term. Officers shall be elected annually by the Board
of Directors at its annual meeting and serve until their successors are
3. Removal. Any Officer may be removed by the Board of Directors
whenever, in its judgment, the best interests of the Alliance will be
served thereby. When a Director is removed as an Officer, the Director
continues to serve as a Director.
4. Vacancies. A vacancy in any office may be filled by the Board of
Directors for the unexpired portion of the term. The Vice President
shall not automatically become President should a vacancy in that office
5. Powers and Duties. Except as otherwise provided by law, the
officers of the Alliance each shall have such powers and duties as
generally pertain to their respective offices, and such powers and
duties as may be conferred from time to time by the Board, subject to
(a) The President shall be an elected Director, shall serve as
chairman of the Board of Directors, shall preside at all meetings of
Members, and shall ex officio be a member of all Alliance
committees. The President shall have the authority to execute all
contracts or other documents on behalf of the Alliance.
(b) The Vice President shall be an elected Director and shall
perform the duties of the President in the absence of the President or
in the event of his/her death, inability or refusal to act. When so
acting, the Vice President shall have all the powers of and be subject
to all the restrictions upon the President.
(c) The Secretary shall keep the minutes, shall have charge of the
Alliance’s records, and maintain the governing documents. The
Secretary shall also maintain bids, contracts, financial data,
membership lists, and correspondence. The Secretary shall sign with
the President such instruments as require such signature, and shall
make such reports and perform such other duties as are incident to the
office or are properly required of the office by the Board of
(d) The Treasurer shall have the custody of all funds and
securities of the Alliance and deposit the same in the name of the
Alliance in such bank or banks as the Directors may elect. The
Treasurer shall maintain all financial records for the Alliance, file
all income tax returns in a timely manner, and ensure safeguards are
in place to protect the Alliance’s assets. The Treasurer serves on
the Finance Committee. The Treasurer shall sign with the President
such instruments as require such signature. The Treasurer shall at all
reasonable times exhibit the books and accounts to any Director or
Member of the Alliance upon application to the President of the
1. The Board of Directors shall establish the following standing
(a) Member Support Committee(s).
i. The committee(s) shall be responsible for developing and
delivering practical resources to the Alliance’s General Members
looking for guidance or assistance with managing the day-to-day
operations of a homeowners association. These resources will
supplement or complement the information available from other groups
providing information on association management such as the
Community Association Institute, Fairfax County, or the Reston
ii. The committee(s) shall be comprised of at least one Alliance
Director or Officer and other Alliance Members appointed by the
Board of Directors. Each committee member should have expertise,
experience, or interest in the subject matter of the committee(s)
and be willing to share that knowledge with and generally assist the
Alliance’s General Members. The Chair of the committee(s) shall be
elected by the committee from its members.
2. The Board of Directors may create and abolish from time to time
such other committees consisting of two or more Members, as the
Board may deem appropriate, to aid in the administration of the
affairs of the Alliance. Such committees shall have the powers and
duties fixed by resolution of the Board.
iii. No publication the committee(s) proposes for dissemination to
Alliance Members or the public shall be disseminated except pursuant
to Board approval or approved Board policy.
(b) Issues Committee.
i. An Issues Committee shall be responsible for assessing whether
particular community and/or policy issues are relevant to the
Alliance’s General Members and making recommendations to the Board
as to how, if at all, the Alliance should treat those issues. The
Issues Committee shall consist of at least one Director and other
interested Members of the Alliance appointed by the Board, provided
that the total number of participants is an odd number. The Board
shall endeavor to ensure the Issues Committee is broadly
representative of the community and is capable of addressing issues
in a politically nonpartisan, fair-minded, and balanced way. The
Chair of the Issues Committee shall be elected by the committee from
amongst its members.
ii. These Bylaws and the operating procedures and guidelines to
be adopted for the Issues Committee set forth the process to be
followed by the Alliance when determining what, if any, position the
Alliance should take on issues. This process is specifically
intended to ensure that the interests of the Alliance Membership are
fully evaluated in a fair and open manner. Therefore, no Board
Member, officer, or committee member shall portend to speak for the
Alliance publicly on any issue, orally or in writing, unless and
until the review and assessment procedures adopted for the Issues
Committee have been applied.
iii. Following adoption of these Bylaws, the Board of Directors
shall adopt a set of operating procedures and guidelines for the
Issues Committee. Subsequent amendments to these operating
procedures and guidelines must be approved by the Members.
(c) Finance Committee. The Finance Committee shall be responsible
for budget, insurance, and investment recommendations and generally
assisting the Board with fiscal matters. The Finance Committee shall
consist of the Treasurer and other interested Members of the Alliance
appointed by the Board, provided however that the total number of
participants is an odd number. Participation on the Finance Committee
shall be limited to Members of the Alliance. The Treasurer shall serve
as the chair of the Finance Committee.
1. Conduct. All Alliance Directors, Officers and members of Alliance
committees are expected to conduct themselves in a professional, fair,
and courteous manner when dealing with other Alliance Members, in
public forums, and in all Alliance business.
CONDUCT OF DIRECTORS, OFFICERS, AND COMMITTEE MEMBERS
2. Conflict of Interest and Recusal.
(a) Directors/Officers. On any matter on which a Director/Officer
has a conflict of interest with the interests of the Alliance
(including without limitation because he/she, members of his/her
immediate family, or his/her employer or his/her immediate family’s
employer may have a material personal or economic interest in the
matter under consideration) such Director/Officer shall declare such
possible conflict and shall abstain from voting on the matter. Such
Director/Officer, however, may participate in the discussion on the
matter and shall be counted toward the quorum for the meeting.
(b) Committee Members. A committee member may, at his/her sole
discretion, recuse himself/herself from participating in the
discussion or vote on any matter before a committee, whether due to
conflict of interest, to avoid the perception of bias, or any other
reason or no reason.
Subject to conditions and qualifications set forth in Title 13 of the
Commonwealth of Virginia Nonstock Corporation Act, the Alliance shall
indemnify and hold harmless any Director or Officer, or former Director
or Officer, or any person serving or who has served on any committee of
the Corporation (standing, ad hoc, temporary, permanent, or otherwise),
from and against any and all actions, causes of action, suits, debts,
liabilities, obligations, costs, expenses, sums of money, controversies,
accounts, reckonings, liens, bonds, damages, judgments, executions,
claims, and demands of any kind whatsoever, at law or in equity, direct
or indirect, known or unknown, discovered or undiscovered, including
without limitation attorney’s fees, judgments, and amounts paid in
settlement, that may arise or be asserted in connection with any such
individual’s service, whether through action or inaction, on behalf of
the Alliance. The provisions of this section shall not apply to the
actions or inactions of any Director, Officer, or appointee that are the
product of willful misconduct or a knowing violation of law.
1. General. The Board of Directors, with the assistance of the
Finance Committee, shall be responsible for managing the financial
affairs of the Alliance. The Board of Directors shall approve
agreements, contracts, deeds, leases, or other instruments obligating
2. Fiscal Year. The fiscal year of the Alliance shall be from July 1
to June 30.
(a) The Board of Directors, on recommendation of the Finance
Committee, shall prepare and adopt an annual budget covering the
Alliance’s revenue and expenses.
(b) The Board shall then present the adopted budget to the
Membership for review and approval by a majority of the Members
participating in such vote. At the sole discretion of the Board of
Directors, voting may take place at the Annual Meeting, Special
Meeting, or by referendum, but must take place no later than 30 days
prior to the conclusion of the Alliance’s fiscal year. The budget
presentation shall include updated financial statements and supporting
documentation subject to examination by the Membership, and detail the
recommended Membership Fee for the upcoming fiscal year. If the
Membership does not approve the budget the Board recommends, the Board
shall submit a revised recommendation for Member approval as quickly
as possible. In no event shall any adjustment to the Membership Fee be
made unless and until the Members have approved a budget for the
applicable fiscal year.
(c) The Board shall use every reasonable effort to manage the
affairs of the Alliance within the adopted budget. While the budget
serves as a framework, the Board shall have full authority to
reallocate funds, without Membership notice or approval, as required
for the proper management of the Alliance.
4. Membership Fee.
(a) Each Member shall be assessed a Membership Fee to pay the
(b) The initial Membership fee structure will be set by the Board of
Directors, and thereafter by the Board consistent with the budget the
(c) Unless other payment options are adopted by the Board of
Directors, a Member shall pay the Membership Fee in full within sixty
days of the start of the Alliance’s fiscal year. Payments shall be
sent to the Treasurer at the Alliance’s official postal address.
(d) In circumstances that serve the best interests of the Alliance,
the Board may adjust the annual Membership Fee for any Member. If any
Membership Fee is so waived, such shall be reported, with supported
reasoning, in the next scheduled budget presentation to the Members.
5. Insurance. The Board of Directors shall maintain reasonable
Directors’ and Officers’ insurance at all times. At least annually,
it shall review the adequacy of coverage in its insurance policies.
6. Authorization of Expenditures. The Board of Directors shall
establish and approve an Authorization of Expenditures resolution.
7. Signature Authority. The Board of Directors shall establish and
approve a Signature Authority resolution.
(a) All books and records shall be kept in accordance with
generally accepted accounting principles.
(b) At its discretion, the Board of Directors may arrange for an
audit of the accounts of the Alliance. Alternatively, Members can
petition the Board of Directors to call a Special Meeting of the
Membership to request an audit and approve the funds required to
perform the audit.
(c) All formal audits shall be performed by an individual who shall
not be a Member of the Alliance.
(d) The Board of Directors shall present the audit report to the
Membership within 60 days following its receipt.
1. An amendment to these Bylaws can be proposed in one of the
(a) A resolution of the Board of Directors, or
(b) A petition from the Members signed by at least twenty percent
of the General Members entitled to vote. The Board of Directors shall
determine the validity of the signatures.
2. Once an amendment has been proposed, the Board of Directors shall
provide notice to the Members of the intent to amend the Bylaws, provide
the Membership with a written draft of the proposed amendment, and
provide reasonable opportunity for the Membership to comment on the
amendment prior to any vote.
3. Where a proposed amendment will require the expenditure of
Alliance funds or have a financial impact on the Alliance, the Board of
Directors shall clearly disclose such impacts to the Members prior to
any vote of the Members.
4. Following appropriate due diligence, the Board of Directors shall
submit the proposed amendment to the Members for a vote. The call for
vote shall include a recommendation from the Board of Directors, a
summary of the argument in support of the amendment, a summary of the
argument against the amendment (if any), and any appropriate legal or
financial reviews or disclosures.
6. An affirmative vote of a majority of the eligible General Members
voting at a meeting is required to adopt any amendment.
IN WITNESS WHEREOF, these Bylaws are hereby adopted on the
________ day of _______ 2004.