Mantua: Our Community: MCA: Our Voice: Policies and Procedures

Our Association is governed by our Articles of Incorporation, our Bylaws and by Robert's Rules of Order, which provides for "standing rules" to describe specific policies and procedures for conducting day-to-day business.

This document puts our Policies and Procedures in writing, where they can be easily referenced in conducting our affairs. More important, they may be adapted to our changing needs by a simple majority vote of the membership – a far more practical process than the preliminary discussion meeting and 2/3 majority required to modify our Bylaws.

a. Dues: Annual membership dues are limited to $20 per eligible household.

b. Board meetings: The Board of Directors normally holds monthly meetings from August through June.

c. Parliamentary authority: The Association operates according to Robert's Rules of Order –Newly Revised, published by Scott, Foresman & Co. New York, NY. Two of Robert's rules about voting are worth noting here:

Most motions are adopted by majority vote. Some, which restrict the rights of members, require a 2/3 vote (e.g., closing debate, amending bylaws)
A majority is more than half of those present and voting. Abstentions are not counted as voting.
A vote by "Unanimous Consent" can be taken in place of a majority or 2/3 vote, by the Chair's stating, "If there is no objection, we shall adopt this motion." One objection requires the Chair to take a formal vote.
No proxy voting is permitted.
The Chair rules on Points of Order.

d. Schedule of required actions: Required actions of the Board and membership:

June -- Outgoing directors present briefings at the joint Board meeting. Records of outgoing directors should be promptly delivered to new directors.
July 1 -- Soon after taking office, the President should appoint a Budget Committee to draft the MCA budget for review by the Board in August prior to consideration by the membership at its September meeting.
September -- At its meeting, the membership adopts the Auditor's report and adopts the annual MCA budget. The Treasurer should report the status of the Association's income tax filing.
September -- The Treasurer pays the annual premium for MCA's liability insurance.
November 15 -- The Treasurer submits the MCA income tax return by November 15, 4 1/2 months following the close of the previous fiscal year (June 30).
March -- At its meeting, the membership elects a Nominating Committee.
May -- At its meeting, the Board appoints a person to conduct a review of the Association's financial records for the fiscal year ending June 30.
May -- At its Annual Meeting, the membership elects MCA officers for the coming year. The slate of candidates should be published in the May Mantua Newsletter.

e. Membership: A Mantua resident joining the Association after March 30 shall be considered a member of the Association for that fiscal year and for the following fiscal year.

f. Policies & Procedures: The Board shall maintain the Association's "Policies and Procedures" in written form, and for publication in the biennial Directory and on the community web site (http://www.mantua.org). Modifications may be proposed by any Association member, and must be approved by a simple majority vote at any membership meeting.

g. Minutes of Board meetings are available to Association members.

h. A summary of significant topics and motions approved at each Board meeting and Membership meeting should be published in the subsequent Mantua Newsletter.

a. The MCA Board conducts the operations of the MCA through its officers and committees. Only Association members may serve on the Board and its committees. Officers and committee chairmen representing the MCA in external meetings shall represent only those positions taken by the MCA Board or membership. The Board shall ensure that all required actions of the MCA are fulfilled and shall maintain these "Policies and Procedures."

b. The 23 Standing Committees listed in our Bylaws, with a brief description of the responsibilities and activities of each committee:

c. Special Committees are formed by the Board and charged with accomplishing a particular set of tasks with duration of less than an administration's term (one year). Special committee chairs are not members of the Board of Directors. Below are some examples of Special Committees:

a. The Mantua Newsletter allows classified advertising by MCA members only. There is no charge for this service.

Mantua residents may provide flyers to be distributed with, but not attached to, the Mantua Newsletter provided that they pay the Newsletter couriers a delivery fee equal to the delivery fee paid by the MCA. Such flyers shall be non-partisan and non-religious.

The Mantua Newsletter includes articles of interest to Mantua residents, including summaries of MCA Board and membership meetings provided by the Secretary. The MCA "Web Site Guidelines," where relevant, apply to the Newsletter as well. Articles submitted by Mantua residents, organizations, and schools are encouraged. Articles must be signed by the author and will be published only if they contain no negative information regarding individuals.

b. Correspondence: The President signs all external correspondence but can authorize a committee chairman to sign correspondence in specific cases. In such cases, the President will receive a copy of the correspondence for the MCA official file. The President will keep the official MCA files, including a chronological file of all correspondence.

c. Web Site Communications: In May 1998, the Board adopted these guidelines to govern communication via the Association's web site:

Basic Principles: The presentation of information through the Mantua Web Site will be governed by all applicable laws and regulations, including all applicable local, state, national, and international laws and regulations. This includes all laws relating to copyright, trademark, obscenity, defamation, the right of privacy, false advertising, and fraud.

Definitions and Specific Restrictions: For purposes of this document, the term "information" means material of any type capable of being posted or transmitted on or through the Mantua Web Site, including material in print, graphic, pictorial, video, or audio formats. The term "posted" refers to any process by which information is made available to the public, at or via the Mantua Web Site.

All information posted at the Mantua Web Site will conform to the following specific restrictions:

The Mantua Citizens' Association Board of Directors and membership shall have the responsibility to ensure that the above restrictions are enforced.

d. Community Event Signs. The Vice President is responsible for overseeing use of the community entrance sign posts for display of signs announcing community events. The Vice President will also display signs announcing any MCA membership meetings.

a. The Board of Directors must authorize expenditures in excess of budgeted amounts.

b. The membership must approve any contract or proposed expenditure that would obligate the Association to spend more than $2,000 in excess of its total budget. The Board has the authority to direct disbursement of third-party funds (e.g., Technical Assistance Grant from the U.S. Environmental Protection Agency and Texaco contribution for community enhancements).

a. Each person now or hereafter a director or officer of the Association (and his heirs, executors, and administrators) shall be indemnified by the Association against all claims, liabilities, judgements, settlements, costs and expenses, including all attorney's fees, imposed upon or reasonably incurred by him/her in connection with or resulting from any action, suit, proceeding, or claim to which he/she is a party by reason of being or having been a director or officer of the Association (whether or not a director or officer at the time such costs are incurred) except in relation to matters as to which he/she is finally adjudged in such action, suit, or proceeding to be liable for gross negligence or willful misconduct in the performance of his/her duties as director or officer.

b. Indemnification shall be made only if the Board of Directors concludes that such director or officer was not guilty of gross negligence or willful misconduct in the performance of his/her duties and, in the event of a settlement, that such settlement is in the best interest of the Association. If any of the persons involved were members of the Board of Directors, then the foregoing conclusion shall be obtained from an independent counsel appointed by the Board of Directors.

c. This right to indemnification is not exclusive of any rights to which the director or officer may be entitled under any bylaw, agreement, or vote of members.

d. Indemnification – Advice of Counsel. The Board of Directors is authorized to employ counsel for advice on any corporate matter. The Association shall hold the directors harmless from any loss resulting from any action of the directors if taken pursuant to written opinion of counsel to the Association.

a. Non-partisan policy: The Association is nonpartisan and does not support or oppose any political party or candidate. However, the Association does take action on public issues based upon positions reached by Board or membership agreement. Board members may participate in political activities, but may not give the impression that his/her views are representative of those of the Association.

b. Federation: The President designates three (3) MCA members to represent the Association at the Fairfax County Federation of Citizens Associations, and may also designate alternate delegates.

c. Providence District Council: The President designates an MCA member to represent the Association at the Providence District Council.

d. External Groups: The Association may join other external organizations, coalitions, or interest groups not listed here, subject to Board approval.