Below are our current by-laws.
NEW BRITAIN CIVIC ASSOCIATION
A NON-PROFIT CORPORATION
EFFECTIVE APRIL 13, 2016
BYLAWS OF NEW BRITAIN CIVIC ASSOCIATION
A 501(C)(3) NON-PROFIT CORPORATION
ARTICLE 1. NAME AND LOCATION
1.1. The name of the Corporation shall be the “New Britain Civic Association
1.2. The registered office of the Association shall be at an address located within the
Borough of New Britain, County of Bucks, State of Pennsylvania as may be subsequently
approved by the members, but meetings of members and directors may be held at other places
within the Commonwealth of Pennsylvania that may be designated by the Board of Directors.
1.3. The Mailing Address shall be P.O. Box 5124, New Britain, PA 18901.
ARTICLE 2. DEFINITIONS
2.1. “Association” shall mean and refer to NEW BRITAIN CIVIC ASSOCIATION,
INCORPORATED its successors and assigns.
2.2. “Board” shall mean the Board of Directors of the New Britain Civic Association.
2.3. “Borough” shall mean and refer to the BOROUGH OF NEW BRITAIN.
2.4. “Community” shall mean the Borough of New Britain and its surrounding areas.
2.5. “Member” shall mean and refer to those persons entitled to membership as
provided in these Bylaws.
2.6. “Property” shall mean and refer to that property, real and personal, that may be
owned by the Association.
ARTICLE 3. PURPOSES
3.1. To provide a non-partisan, non-sectarian and non-profit organization to initiate,
encourage, assist and sponsor activities within the Borough and the surrounding areas that share
its community interests, for the benefit, betterment, advancement, and general civic
improvements of the community.
3.2. To assist, and support other local civic groups, organizations, or combination
thereof for a common civic cause.
3.3. To cooperate with and assist Borough authorities. To be a partner in support of
non-partisan activities for improvement of the community.
3.4. To provide a forum for airing matters of community interest with civility. Any
proposed action, if it is appropriate for the Association, must be approved by the Board of
3.5. To minimize “Proximity without Community,” by using any and all
communication means available to exchange ideas, determine needs, and provide reliable
information relating to matters of civic interest.
3.6. To responsibly operate, manage and expand the Property of the Association for
the current and long term benefit of the Community.
3.7. To receive and hold Property, real and personal, of and for the Association or any
of its subordinate groups or projects and any association organized in sympathy with and in aid
of its civic, educational, or benevolent work, and to execute trusts thereof. The Association does
not contemplate pecuniary gain or profit incidental or otherwise to its members.
ARTICLE 4. MEMBERSHIP AND VOTING
4.1. Membership of the Association shall be composed of residents and owners of real
estate in the Borough of New Britain and also those in the surrounding Communities who have
met the annual dues requirement of the Association.
4.2. The annual dues requirement for membership shall be determined by the Board
and shall be approved by a majority vote of the Members at the general membership meeting.
4.3. Every individual Member shall be entitled to one (1) vote.
4.4. The forfeiture of membership and/or eligibility shall occur upon a determination
by the Board that a member’s conduct is counter to the objectives and/or policies of the
Association, or upon failure to pay the required annual dues.
ARTICLE 5. MEETINGS OF MEMBERS
5.1. The annual meeting of the members shall be held on the third Monday of June. If
the day for the annual meeting is a legal holiday, the meeting shall be held at the same hour on
the first day following that is not a legal holiday. An Attendance Book shall be kept by the
Secretary that shall: (1) record the attendance of Members at the annual meeting, (2) record each
Member’s address and preferred method of contact or notice.
5.2. Special meetings of the members may be called at any time by the President or by
the Board, or upon the signed, written request of one-fourth of all Members.
Notice of Meetings
5.3. Written notice of any regular or special meeting of the membership shall be sent
to the membership no later than ten (10) days and no more than thirty (30) days prior to the date
set for such meeting. The notice shall state the day, hour, purpose, and place of the meeting and
shall be made via the member’s preferred method of contact at the address of record. Included
with the notice shall be a preliminary Annual Meeting Agenda that shall state the specific actions
to be taken and matters to be discussed by the membership. Each Officer shall include a report of
their activities as required by these Bylaws.
5.4. Ten (10) members of the Association shall constitute a quorum at general
meetings of the Association. Proxy voting will not be permitted.
5.5. All meetings shall utilize parliamentary procedures such as those outlined in
Roberts Rules of Order or other accepted procedural methods.
ARTICLE 6. BOARD OF DIRECTORS
6.1. The affairs of the Association shall be managed by a Board of Directors of nine
(9) members, which shall include four (4) Officers.
6.2. The Board shall control and administer the activities, funds, membership,
property, and programs of the Association. The Board shall have full authority to take all actions
permitted by statute and these bylaws.
Delegation of Authority
6.3. The Board may delegate its authority and responsibility to Officers or special
committees or project groups to manage the business of the Association and shall, upon the
recommendation of any Officer, appoint a standing or special committee with such authority and
responsibility as the Board sees fit; the committee(s) shall present recommendations through the
President to the membership at the annual meeting or at a special meeting.
6.4. Nominations for election to the Board may be made by any member of the
Association from the floor at the annual meeting, provided they have notified the secretary at
least one week in advance of the meeting with the name of the individual they will be nominating
or via written notice to the secretary stating the name of their nominee in advance of the
meeting. Nominations may only be made from among the Members of the Association.
6.5. Election of the Board shall be by secret written ballot. Each member shall cast
one vote for every vacancy set to be filled at the annual meeting. Cumulative voting shall not be
permitted. The persons receiving the largest number of votes shall be elected.
6.6. Only current members who have satisfied the annual dues requirement shall be
eligible for election to the Board of Directors or to a position as an Officer of the Association.
Term of Office
6.7. Each year one third of the Board of Directors shall be elected for a three (3) year
term by a vote of the Members at the annual meeting.
6.8. Any director may be removed from the Board, with or without cause, by a
majority vote of the Members present at a meeting. In the event of death, resignation, or removal
of a Director his or her successor shall be selected by the remaining members of the Board and
shall serve for the unexpired term of his or her predecessor. In addition, a member of the Board
of Directors may be removed by majority vote of the Board, in its discretion, where the member
is lacking required interest in the affairs of the Corporation or where a member of the Board has
missed four (4) or more meetings within a twelve (12) month period.
6.9. No Director shall receive compensation for any service he or she may render to
the Association; however, any Director may be reimbursed for actual expenses incurred in the
performance of his or her duties.
6.10. For the transaction of the Association’s business a quorum shall be more than half
of the total membership of the Board. Every act or decision done or made by a majority of the
Directors present at a duly held meeting at which a quorum is present shall be regarded as an act
of the Board.
Action Taken Without Meeting
6.11. The Board shall have the right to take any action in the absence of a meeting that
they could take at a meeting by obtaining the written approval of all the Directors. Any action so
approved shall have the same effect as though taken at a meeting of the Board.
ARTICLE 7. OFFICERS
Enumeration of Officers
7.1. The officers of the Association shall be a president, a vice-president, a secretary
and a treasurer who shall at all times be members of the Board. Other officers may be appointed
from time to time by the Board as its sees fit.
Election of Officers and Term
7.2. The Officers of the Association shall be elected annually by the Board and each
shall hold office for one year unless he or she sooner resigns, is removed, or otherwise becomes
disqualified to serve. No Officer of the Board shall hold the same office for more than two (2)
consecutive elected terms (a total of six (6) years), unless an extension is approved by a majority
of the Board.
7.3. The Board may create other Officers as the affairs of the Association may require,
each of whom shall hold office for the period, have the authority, and perform the duties that the
Board may, from time to time, determine.
Resignation and Removal
7.4. Any Officer may be removed from office with or without cause by the Board.
Any officer may resign at any time by giving written notice to the Board, the President, or
Secretary. Resignation of an Officer shall take effect on the date of receipt of the notice or at any
later time specified in the notice, and unless otherwise specified in the notice, the acceptance of
the resignation shall not be necessary to make it effective.
7.5. A vacancy in any office may be filled by appointment of the Board. The Officer
appointed to fill a vacancy shall serve for the remainder of the term of the Officer he or she
7.6. The offices of Secretary and Treasurer may be held by the same person. No
person shall simultaneously hold more than one of any of the other offices except in the case of
special offices created pursuant to Paragraph 6.4 of this Article.
Duties of Officers
7.7. The duties of the Officers shall be as follows:
a. The President shall preside over all meetings of the Members and of the
Board. He or she shall give general active management and direction to the business of the
Association and shall see that the orders and resolutions of the Board or of the membership are
carried out. He or she shall execute all legal documents for the Association and countersign all
checks, drafts or bills of exchange issued by or on behalf of the Association. He or she shall
appoint a chairman of all standing committees, shall be an ex-officio member of all such
committees, and shall represent the Association upon all occasions as its official head.
b. The Vice-President shall act in the place and stead of the President in the
event of his or her absence, inability, or refusal to act, and shall exercise and discharge all other
duties as may be required of him or her by the Board. In the event of the resignation of the
President, the Vice-President shall assume the office of President and carry on as official head of
the Association for the unexpired term of the President.
c. The Secretary shall keep full minutes of all meetings of the Members and
of the Board, shall attend all sessions of the Board and record all votes and the proceedings
thereof in a file to be kept for that purpose, shall keep the corporate seal of the Association and
affix it on all papers requiring the seal; shall serve notice of meetings of the Board and of the
Members; keep appropriate current records showing the Members of the Association together
with their addresses and contact information; and perform all other duties as required by the
Board. The Secretary shall prepare and distribute to each Director a list of the contact
information for all of the Directors. This list shall identify the Officers and shall include the date
upon which each Director’s term expires.
d. The Treasurer shall be responsible for the custody of all Association
monies and shall deposit them in a bank designated by the Board in timely fashion; the Treasurer
shall issue receipts for all monies received. The Treasurer shall make disbursements for all
expenditures pursuant to the provisions of these Bylaws, by check, to be countersigned by either
the President or the Vice-President. The Treasurer shall keep account of all receipts and
disbursements and shall present financial reports at each meeting of the Board. These financial
reports shall include: balance sheet, income statement, cash flow statement, and a statement of
dues paid for the month. The Treasurer shall prepare monthly bank reconciliations for all
Association accounts and present them for approval at the meetings of the Board of Directors.
Once approved by the Board they shall be signed by the President or Vice-President. The
Treasurer’s financial records shall be audited annually at the end of the Association’s fiscal year.
The audit shall be conducted by an Audit Committee appointed annually by the Board. The
Audit Committee shall be composed of two (2) members of the Board (not to include the
Treasurer) and two (2) members of the Association that are not Directors. The Treasurer shall
prepare an annual budget and establish the necessary budget meetings with the Board. The
prepared Budget shall be reviewed and approved by the Board prior to the annual meeting of the
Members. The general membership of the Association at the annual meeting shall vote to accept
the Budget approved by the Board. The Annual Finance Report shall explain the financial
condition of the Association and contain the following Fiscal Year End Statements: balance
sheet, cash flow, membership dues paid, income statement, budget analysis (plan vs. actual) and
a three (3) year financial forecast. The Treasurer shall be bonded at the expense of the
ARTICLE 8. AMENDMENTS
Proposal of Amendments by the Board of Directors
8.1. Amendments to these bylaws may be proposed at any meeting of the Board by a
Director provided that notice of the proposed amendment(s), shall be given to all of the Directors
at least 24 hours prior to the time of said meeting, via email.
Proposal of Amendments by Members
8.2. Amendments to these bylaws may be proposed at the annual meeting by general
Members. Notice of such proposals must be provided to the President not less than fifteen (15)
days prior to the annual meeting or special meeting at which they are to be voted upon and must
contain the text of the present bylaws and the text of the proposed amendment or alteration. Such
notice shall be signed by ten (10) Members of the Association.
Notice of Proposed Amendments
8.3. The full text of any amendment(s) approved by the Board and consistent with
applicable law shall be included in the notice of the annual meeting, along with the existing text
of the bylaws. The Secretary shall give notice of any amendments proposed by Members to all
general Members no less than ten (10) days prior to the annual meeting.
Approval of Amendments
8.4. The proposed amendment(s) shall be submitted to a vote by the membership at
the annual meeting or special meeting, and either approved or rejected by a majority vote.
ARTICLE 9. DISSOLUTION
9.1. The Association may be dissolved only after a dissolution plan is submitted to
the members and is approved by 2/3 of the Board then by the affirmative vote of at least
seventy-five (75) percent of the Members at the annual meeting or at a special meeting called
for that purpose. Upon dissolution of the Association, the Board shall promptly attend to the
winding up and conclusion of the affairs of the Association in a manner consistent with the
Pennsylvania Corporations Code provisions relating to the dissolution of non-profit
ARTICLE 10. MISCELLANEOUS
14.01. The fiscal year of the Association shall begin on the first day of January and end
on the thirty-first day of December of every year.
14.02. In the case of any conflict between the Articles of Incorporation and these Bylaws,
the Articles shall control.
WE, being all of the Directors of the NEW BRITAIN CIVIC ASSOCIATION,
INCORPORATED , have executed these Bylaws on the 13th day of April , 2016.