MISSION

ED Dorman, President
Copeland Casati, Vice President

HISTORIC WEST GRACE STREET ASSOCIATION BY-LAWS
ARTICLE I
MEMBERS
1.1  Members.  Individuals, whether property owners, or otherwise, who reside in
the Area, defined in the Articles of Incorporation as the Old and Historic District that lies
between Ryland and Arthur Ashe Boulevard, flanked by Monument Avenue and West
Broad Street, or individuals, corporations, partnerships and other entities who own
property in the Area, and/or which meet other membership criteria established by the
Board of Directors from time to time, qualify as Members and may become members of
the Corporation.
1.2  The terms of a Member shall be for one year, but a Member may resign at
any time by written notice to the President or the Secretary.  A Member may serve for
successive terms.  The Board of Directors shall from time to time establish dues and
other membership requirements for Members and failure to conform with such
membership requirements shall be cause for probation, suspension, or termination of
membership.
1.3  A vote of a majority of those present shall be sufficient to transact any
business the might come before the meeting, except where a greater or lesser vote is
provided for in the Articles of Incorporation, in the By-Laws, or by statute.

ARTICLE II
MEETINGS OF THE MEMBERSHIP
2.1  The annual meeting of the membership shall be held during the month of
February or March, to be determined at the discretion of the Board of Directors. 
Additional meetings of the Membership may be held during the year with the dates to be
determined by the Board of Directors.
2.2  Special meetings of the membership may be called at any time by the
President, or the majority of the Board of Directors, or by written application of a
majority of the Members stating the time, place and purpose of the meeting.
2.3  Notice of any regular or special meeting of the membership shall state the date,
time and place of the meeting and the purpose for which the meeting is called, and shall
be delivered to each Member not less than two (2) days before the date of the meeting.
A posting of such notice on the association’s website shall constitute Notice. Notice of a
meeting to act on an amendment of the Articles of Incorporation, a plan of merger, a
proposed sale of all or substantially all of the assets of the Corporation, or dissolution of
the Corporation shall be mailed or delivered not less than ten (10) days nor more than
sixty (60) days prior to the date of the meeting. 
2.4  A written waiver of notice signed at any time by a Member shall be the
equivalent of any notice required herein.  A Member who attends a meeting shall be
deemed to have had timely and proper notice of the meeting unless the Member
attends for the express purpose of objecting that the meeting is not lawfully called or
convened.

ARTICLE III
BOARD OF DIRECTORS
3.1  Directors shall be elected by a majority vote of those represented in person
or by proxy at each annual meeting of the membership at which a quorum is present. 
Each Member is entitled to one vote for as many persons as there are Directors to be
elected.  There shall be no cumulative voting.  Directors shall serve for a term of one
year.
3.2  The number of Directors shall be established by the Board, and shall not be
less than seven (7) nor more than eleven (11).
3.3  Generally, the Board shall also hold monthly meetings on days and times
agreed to by the Directors.  The Board may have such other regular or special meetings
as it deems necessary.  Meetings of Directors may be held in person or by any means
of communication by which all Directors may simultaneously hear and speak with one
another during the meeting.  Any action required or permitted to be taken at a meeting
of Directors may be taken by unanimous written consent executed by all Directors. 
Directors attending any meeting shall do so at no cost to the Corporation.
3.4  Notice of regularly scheduled meetings of the Board of Directors shall state
the place, date and time of the meeting and shall be delivered in person, by telephone
or by email to each Director at the address, phone number or email address on file with
the Secretary not less than two (2) days before the date of the meeting.  The President
shall circulate the agenda for each Board of Directors’ s meeting to the Directors at least
1 hour before said meeting.  Written waiver of notice signed by a Director, whether
before or after the time stated herein, shall be the equivalent of the giving of notice
required herein.  A Director who attends a regularly scheduled meeting shall be deemed
to have had timely and proper notice thereof.
3.5  Notice of special meetings of the Board of Directors shall state the place,
date, time, and purpose of the meeting and shall be delivered not less than two (2) days
before the date of the meeting, in person, by telephone or by email to each Director at
the address, phone or email address on file with the Secretary.  Written waiver of notice
signed by a Director, where before or after the time stated herein, shall be the
equivalent of the giving of notice required herein.  A Director who attends a special
meeting shall be deemed to have had timely and proper notice thereof.
3.6  Fifty percent (50%) of the Directors shall constitute a quorum for the
transaction of business at any meeting of the Board.  A vote of the majority of those
present shall be sufficient to transact any business that might come before the meeting,
except where different voting requirements are set forth in these By-Laws, and except
that an amendment to the By-Laws shall require approval of a majority of all Directors.

ARTICLE IV
NOMINATING COMMITTEE
Prior to the annual meeting of the membership, the Nominating Committee
comprised of two or more members of the Board of Directors shall recommend to the
Members a slate of nominees for election as Officers and Directors.

ARTICLE V
OFFICERS
5.1  The principal Officers of the Corporation shall be a President, a Vice
President, a Secretary, and a Treasurer, and such other Officers as are established from
time to time by the Board of Directors.  The Offices of President, Vice President,
Secretary and Treasurer shall be filled by Directors of the Corporation.  Such principal
Officers shall be elected by the Members at the annual meeting of the membership. 
Officers shall serve for a term until the next annual meeting and attend at least 50% of
regular meetings. No person may hold more than one office at the same time. Election
as President shall constitute appointment as Chairman of the Board of Directors. 
Officers shall serve without compensation, and no individual may serve more than three
consecutive terms as President.  The Treasurer shall present a financial report to the
Board of Directors no less than quarterly.
5.2  Any Officer or Director may be removed with or without cause at any regularly
scheduled meeting of the Board of Directors or at a special meeting of the Board of
Directors called for that purpose.  A vote of two-thirds of the Directors present while a
quorum exists will be required to effect such a removal.  The Board of Directors shall
elect a successor to a removed Officer or Director, to serve until the next annual
meeting of the membership.
5.3  An Officer may resign at any time by delivering a resignation in writing to the
President or Secretary.  The Board of Directors shall elect a successor in its next Board
meeting to serve until the next annual meeting of the membership.
5.4  The President shall be the Chief Executive Officer of the Corporation. 
Subject to the supervision of the Board of Directors, he shall have general charge and
control of the affairs of the Corporation.  The President shall preside at all meetings of
the membership and Directors.
5.5  The Treasurer shall have general control of the finances of the Corporation
and shall report to the Board of Directors on the financial condition of the Corporation at
such times as the Board may request.  Whenever the signature of the Secretary of the
Corporation is required on any document, the Treasurer shall also have authority to sign
in place of the Secretary.
5.6  The Secretary shall attend all meetings of the Members and Board of
Directors and keep the minutes of the business transacted at such meetings.  If the
Secretary cannot attend a meeting, the Secretary shall provide advance notice to the
Board.
5.7   In addition to the foregoing specially enumerated duties and powers, the
Officers of the Corporation shall be charged with such other duties and shall have such
other powers as may be delegated to them by the Board of Directors or as may be
imposed upon them by law.

ARTICLE VI
EMPLOYEES
6.1  The Officers shall have the authority to hire or contract for the services of
employees or independent contractors who shall assist and be responsible to such
Officers.  Such persons shall perform those activities which are necessary to further the
Corporation’s purpose.

ARTICLE VII
COMMITTEES
7.1  The Board of Directors of the Corporation shall from time to time establish
such committees as deemed necessary.  
7.2  The members and each chairman of each committee shall be nominated by
the Officers and appointed by the Board of Directors for a one-year term.  Committee
members and chairman may serve successive terms.  Each chairman shall keep the
Board of Directors informed of the activities of each committee and shall report to the
Board of Directors at such times as the Board may require.

ARTICLE VIII
MISCELLANEOUS
8.1  The fiscal year of the Corporation, unless otherwise fixed by the Board of
Directors, shall be the calendar year. 
8.2  The Board of Directors may authorize any Officer or agent of the Corporation
to execute or endorse checks, drafts, and other similar obligations under such rules,
regulations or limitations as it may from time to time adopt.
8.3  Any action taken by the Members or Board of Directors at any meeting may
be certified by the Secretary, or by the Officer or Director keeping the records or
presiding at such meeting.  Any such certificate shall be conclusive evidence for all
purposes that the action certified was taken.

ARTICLE IX
AMENDMENT OF BY-LAWS
9.1  An amendment of the By-Laws shall require the favorable vote of a majority
of all of the Directors; however, any such Amendment shall be automatically repealed,
with prospective effect only, if it is not confirmed by the majority vote of a quorum
present at the next annual meeting of the membership. 
9.2  Notice of any meeting at which an amendment to the By-Laws is proposed
shall be sent by email to each Director at the address on file with the President no less
than ten (10) days before the date of the meeting, accompanied by a copy of the
proposed amendment.

ARTICLE X
DISSOLUTION

In the event of the liquidation or dissolution of the Corporation, the assets and
property of the Corporation shall be distributed to charitable, scientific, educational or
other tax-exempt organizations as set forth in the Articles of Incorporation and
determined by the Board of Directors.

The undersigned, being the duly elected Secretary of the Corporation, hereby certifies
that these By-Laws were adopted as the By-Laws of the Corporation by a majority vote
of the Directors on January 24, 2024.​