CITIZENS FIRST FOR BLACKSBURG

CHARTER AND BYLAWS

Ar ticle I:

Name

Section 1. 1. The name of the corporation shall be “Citizens First for Blacksburg”, hereafter CF.

Ar ticle II: Mission, Pr ocess, Goals, and Functions
Section II. I. Mission

Citizens First for Blacksburg (CF) is a formally chartered Political Action Committee constituted by a broad base of Blacksburg area residents who seek to work together for the best future for Blacksburg and the region. CF is not affiliated with any political party. The Citizens First mission is to enable Blacksburg area citizens to work together, with public officials, and with other civic groups and stakeholders to better research, understand, and shape the quality of life in our community–livability, sustainability, and equity – for themselves and their children. Section II. 2. Foundational Premise The foundational premise underlying the CF mission is that democratic processes work best with an active electorate that is aware of community needs, uses information, respects divergent views, seeks consensus, resolves conflicts, and supports principled public policy. Section II. 3. Goals 1. 2. 3. 4. 5. 6. 7. Encourage active citizen participation Ensure transparency in government Protect Blacksburg’s unique character and natural areas for future generations Enhance quality of life in Blacksburg Promote responsible growth Endorse and support candidates for public office Make Blacksburg the kind of town in which our children will want to raise their children

Section II. 4. Functions 1. 2. 3. 4. To clarify issues pertinent to the governance of the Blacksburg area To advocate courses of action that will produce outcomes consistent with CF’s goals. To endorse the best qualified candidates for Town Council, commission, and boards To maintain good working relationships with town leaders, creating a two-way exchange of ideas and advocacy of courses of action 5. To facilitate citizen information and involvement through provision of accessible electronic media, the printed word, public discussion, and other means 1

6. To publish research findings, position papers, platforms, analyses of alternatives, and viewpoints to aid public information, dialogue, and advocacy

Ar ticle III. Or ganizational Str uctur e
CF structure shall provide for both (1) the organizational responsibility and accountability required of any chartered organization and (2) the grassroots spontaneity and energy essential to a citizen advocacy organization. Structure shall consist of Membership, Executive Committee, Advisory Committee, and Standing and Issue Committees.

Ar ticle IV. Member ship
Section IV. 1 Qualifications. All residents of the Blacksburg region who commit to the CF mission are eligible for membership. CF will seek a Membership composition representative of the full spectrum of community interests, including economic, social, cultural, and political. The Executive Committee will set voluntary annual dues to cover operational expenses. Section IV. 2 Application. Applications for membership may be made through our Web site or by contacting an officer of the organization. Section IV.3. Duties. 1. 2. 3. 4. 5. 6. Elect the Executive Committee Receive regular reports of CF activities and advocacy positions Advise the Executive and Advisory Committees Volunteer for service on CF standing committees and issue teams Initiate and organize issue committees, subject to Executive Committee approval. May stand for election to the Executive Committee after a year of active CF service

Section IV. 4. Membership Definition for 2006 The Membership as defined for 2006 shall consist of the approximately 1,500 personsople on the CF mailing membership list, also known as the mailing list. In the announcement for the annual meeting of 2006, Members will be given the opportunity to opt in or opt out of future membership. Those opting in will constitute the future membership, to which additions can be made.TheseAny persons in the greater New River Valley area should who generally agree to and support the mission and goals of CF can request and be granted membership. Membership is “at will” and members can request to be removed from membership. Section IV. 5. Membership List.

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After the annual meeting of 2006, tThree people designated by the Executive Committee will have access to the membership list. This list will never be shared with other organizations and care will be taken to ensure that technical expertise is engaged in using it so that recipients will not be compromised

Section IV. 6. The Membership Meeting. An annual General Membership Mmeeting shall be held preferably in Februaryby March and not later than the end of March to elect the Executive Committee, amend the bylaws as necessary, build community spirit, and other business. Section IV. 7. Called Meetings. Special meetings for the General Membership may be called by the President, or any three Executive Committee members, or any 10 representatives of the General Membership. Notice of the time and place must be given in writing, including email, at least five days prior to the meeting.

Ar ticle V. The Executive Committee
Section V. 1. Selection and Terms of Office. a. Members shall be elected by the General Membership and serve staggered terms of one to three years, determined by the Executive Committee. Members elected in 2006, however, constitute an exception, with the staggered terms beginning at the end of the second year. The term “officer” in this document refers only to the Executive Committee. b. Officers may be re-elected for no more than a total of six consecutive years. cb. If an officer or member of the Executive or the Advisory Committee does not perform adequately the duties of office, the President may recommend removal to the Executive Committee.. Any three members of the Executive Committee may initiate the same removal procedure for the President. Removal actions require a 42/53thrds majority vote of the Executive Committee. c. Any vacancy on the Executive Committee can be filled with a 2/3rds majority vote of the Executive Committee. The new officer will serve out the remainder of the term for their position. A position is not considered vacant if the General Membership did not vote to fill the office.
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Section V. 2. Composition of The Executive Committee Section V. 2. a. President

The President shall preside at all meetings of the Executive and Advisory Committees, shall be ex-officio on all committees, except any Nominating Committee, and shall perform such other duties as normally pertain to the office of President. Section V.2. b. First Vice President 3

The First Vice President shall act as President in the absence of the President, and and aid the President in relations with the Committees. Section V. 2. c. Second Vice President

The Second Vice President shall advise the President about issues that affect the overall operation of CF, and aid the President in relations with the Committees. Section V. 2. dc. Secretary

The Secretary shall keep minutes of all meetings of the Executive and Advisory Committees, shall notify all officers and directors of their election, and shall keep a record of the names and addresses of all members and shall act as President in the absence of the President and Vice Presidents.

Section V. 2. ed.

Treasurer

The Treasurer shall receive all monies of the CF and have custody thereof; shall cause the funds of the CF to be deposited in one or more banks selected by the Executive Committee to be disbursed in accordance with instructions of, and upon signatures of persons designated by the Executive Committee, shall cause to be kept a full account of all monies received and paid out and shall make such reports thereof to the President and the Executive Committee as they may require; shall receive and have custody of all deeds, securities, notes and financial papers and shall make reports thereof to the President and Executive Committee as they may require; shall cause to be prepared, and shall present at each annual meeting of the General Membership an audited financial statement; shall submit the necessary reports to the State Board of Elections; shall act as President in the absence of the President, Vice Presidents, and Secretary; shall sign such papers as are required by his or her office or as instructed by the Executive Committee. Section V. 2. d. Officer-at-large
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An Officer-at-large shall aid the president and the rest of the executive committee as the committee and officer see fit. At least one and no more than four Officers-at-large may be elected by the General Membership. Section V. 3. Duties of the Executive Committee 1. 2. 3. 4. 5. 6. Set and direct the policy of Citizens First Form and dissolve committees and task forces Call meetings Authorize expenditures as needed Fill vacancies on the Executive Committee to serve the remainder of vacated terms Seek a diverse membership with expertise in economic, social, cultural, and political matters

Section V. 4. Meetings a. The Executive Committee shall meet at least four times per year, preferably monthly. 4

b. The President or any 3 members may call a special meeting. c. Meetings of the Executive Committee are open. Presentations to the committee are limited to 5 minutes. d. Voting requirements for actions specified in this document refer to a total number of current CF officersvotes, not a percentage of a quorum. For conducting routine business not otherwise specified in this document, Oone-half of the officers shall constitute a quorum of the Executive committee. The act of the majority of the members present at a meeting at which a quorum is present shall be the act of the Committee. Three votes are needed for conducting routine business. e. A 2/3rds vote is needed to commit the organization on public issues or for the endorsement of candidates. For the purposes of meeting the voting requirement, two-thirds must be calculated based on the total number of current CF officers.A super majority (4 votes) is needed to commit the organization on public issues or for the endorsement of candidates. f. The Executive Committee may vote on CF business by email. g. Officers may be re-elected for no more than a total of six consecutive years. h. If an officer or member of the Executive or the Advisory Committee does not perform adequately the duties of office, the President may recommend removal to the Executive Committee.. Any three members of the Executive Committee may initiate the same removal procedure for the President. Removal actions require a 4/5ths majority vote.
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Section V. 5, Powers a. The Executive Committee shall act as a Board of Directors and have all powers given by the Virginia Non-Stock Corporation Act to Board of Directors of non-stock corporations with non-voting members. The powers to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in general membership. b. The business, property, and affairs of the CF shall be managed by the Executive Committee Board of Directors which will have the power to initiate and approve plans, programs and fundraising campaigns, and shall have custody of and the management of property. c. The officers of the CF shall serve without compensation. d. Each officer shall be indemnified by the CF against liabilities, fines, penalties and claims imposed upon or asserted against him or her (including amounts paid in settlement) by reason of having been such a director or officer whether or not then continuing to be, and against all expenses (including council fees) reasonably incurred by him or her in connection therewith, except in relation to matters as to which he or she shall have been finally adjudged to be liable by reason of having been guilty of gross negligence or willing misconduct in the performance of his or her duty as such director or officer Section V. 6. Guidelines for the Endorsement of Candidates 5

Candidates will be asked to present their positions on the Town Charter, the Goals and Platform of CF. Research will be conducted to learn about candidates’ voting records and stances on relevant governmental and community issues. Improved Candidate Conversations will probe these matters. The 2/3 4/5thrds majority rule of the Executive Committee will determine both the inclusion and the exclusion of candidates on endorsed slates. The CF Blog will provide an avenue for expressing opinions, either supportive or dissenting, about candidates.

Article VI. The Advisory Committee
Section VI. 1. Composition The An Advisory Committee shall may be appointed by the Executive Committee and shall may include: 1. The members of the Executive Committee, who may also work on committees, 2. Chairs of committees appointed by the Executive Committee (top down), 3. Chairs of grassroots committees recognized by the Executive Committee (bottom up). Section VI. 2. Duties 1. 2. 3. 4. 5. Meet regularly with and advise the Executive Committee Chair standing and issue committees Attend to the organizational work of Citizens First Develop networks of communications and cooperation throughout the community Operate independently of the election cycle to maintain basic functions

Section VI. 3 Meetings a. The Advisory Committee shall meet bi-monthlyregularly with the Executive Committee. b. Any four members may call a special meeting. c. Members of the Advisory Committee serve at the pleasure of the Executive Committee and to insure continuity are not subject to annual re-appointment but may serve for no more than six consecutive years. d. Any member of the Advisory or the Executive Committee who misses three consecutive meetings without a valid reason may be removed from the committee, as specified in Sections V. 1. c & V. 4. h.

Article VII. Standing and Issue Committees
Section VII. 1. Standing Committee Functions Standing committees, when approved by the Executive Committee, shall be responsible for routine, ongoing CF executive functions, such as the website, membership, and Town Council candidate endorsements. Section VII. 2. Issue Committee Functions 6

Issue committees, when approved or recognized by the Executive Committee, are responsible for addressing particular issues -- defining needs, researching, exploring solutions, assessing divergent views, informing and involving the public, building consensus, and advocating CF positions in pursuit of principled public policy. Section VII. 3. Powers The Executive Committee shall determine the means by which CF mission, goals, and functions are carried out, including the formation of standing and issue committees. However, to insure that their functions have continuity, standing and issue committees shall be semi-autonomous and not subject to annual election and appointment. Committee chairs shall be members of the Advisory Committee. Committees shall be subject to Executive Committee oversight, policy, and appointment powers. Committees shall secure Executive Committee approval of policy positions prior to publicizing or advocating them. Section VII. 4. Recommended Standing Committees The following standing committees are recommended for formation by the Executive Committee. This recommendation shall not diminish the broad Executive Committee powers to create, dissolve, and appoint committees, or set policy governing them. a. Electronic Technology Committee. The ETC shall develop and maintain the CF blog and website and be sensitive to CF committees, issue teams, and membership as to their needs for electronic assistance. b. Process Committee. The PC shall (a) maintain a Policy and Procedures Guidebook approved by the Executive Committee, (b) develop process guidance aids for issue teams, and (c), on request, provide process assistance to issue teams. c. Membership Committee. The MC shall (a) maintain a secure list of CF members and contact information, (b) actively recruit new members, and (c) seek to keep members informed and involved. d. Candidate Endorsement Committee. The CEC shall develop the principles and process for candidate recruitment and endorsement, analyze data on candidates, and recommend candidates for endorsement to the Executive Committee. Section VII. 5 Creation of Committees

In addition to creation by the Executive Committee, issue committees may also be organized (1) by CF members so that their mutual goals can be achieved through grassroots democratic processes, or (2) through cooperation with a partner organization. Committees using the CF name or resources must have prior recognition by the Executive Committee. Partner organizations are any organization or group whose members, formally or informally, work with CF members on mutual goals.

Ar ticle VIII: Nominations and Elections
Section 1. Nominating Committee 7

If the number of Executive Committee positions up for election at the annual meeting exceeds two, then At least 3 months before the annual General Membership meeting, the President shall appoint a nominating committee of at least twohree persons to recommend nominations for officers of the Executive Committee. This committee should be formed least 2 months, and preferably 3 months, before the annual General Membership meeting. Section 2. Nominations Nominations may also be made by letter to the Secretary of the Executive Committee signed by at least 10 members and with the consent of the nominees, mailed at least 3 2 weeks prior to the annual meeting. Nominations for Executive Committee officers may not be made from the floor at the annual meeting. Section 3. Elections The elections shall take place at the annual General Membership meeting. Newly elected persons shall take office at the next succeeding meeting of the Executive Committee. The candidates with the most votes will be the election winners. In order to vote in the annual meeting, a three-month prior period of membership is required.

Ar ticle VIII Acceptance and Amendments of Bylaw
Section VIII. 1. These bylaws will be effective when passed by the majority of the members attending the first General Membership meeting. in scheduled after December 1, 2006. Section VIII. 2. These by-laws may be amended by vote of the majority of the membership attending the annual meeting, provided that a proposed amendment shall be sent electronically and posted on the website at least 30 days before the annual meeting, permitting time for study and discussion. Section VIII. 3. CF may be dissolved by a two-thirds vote of the General Membership present at the duly announced meeting considering dissolution. Upon dissolution, the organization’s assets may be distributed to a non-profit organization or government agency designated in the resolution of dissolution. In the event of dissolution, the assets of the organization may not be distributed to any individuals or forprofit organizations.

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