BYLAWS OF THE LOGAN CIRCLE COMMUNITY ASSOCIATION, INC.

As approved by the membership by unanimous vote March 9, 1994.

As amended March 11, 1998 As amended October 16, 1998

As amended February 12, 2003 As amended September 27, 2006

As amended October 9, 2013

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ended February 12, 2003

Article I. Name

Section 1.01 The Name of the Association is the Logan Circle Community Association, Inc.

Article II. Purposes

Section 2.01 The purpose of the Association is to promote the civic interests of residents of the District of Columbia and especially within the boundaries described in Article III.

Section 2.02 Said interests shall include, but not be limited to, the following:

a. Preserving and enhancing the quality of life in, and economic health of, the District of Columbia, and especially the area within said boundaries;

b. Preserving the historic, architectural and aesthetic value of property and objects within said boundaries;

c. Presenting to government, public, private, and other organizations, the views of its Membership;

d. Carrying out charitable and educational activities consistent with other objectives of the Association as set forth herein;

e. Engaging in any lawful activity and taking legal action to protect and advance the purposes and goals of its members, as herein defined.

Section 2.03 In addition to these general purposes, the Board of Advisors at or near the beginning of each year shall adopt by majority vote a broad statement of Association goals for that year; and no later than the second membership meeting of the year, the president shall present said statement to the membership for debate, amendments if any, and adoption by majority vote.

Article III. Boundaries

Section 3.01 The boundaries of the area encompassed by the Association are as follows:

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1. The south side of S Street, N.W.; 2. The west side of 9th Street, N.W.; 3. The south side of K Street, N.W.; 4. The east side of 16th Street, N.W. Properties on the designated sides of the aforementioned streets are included in the boundaries.

Article IV. Membership and Dues

Section 4.01 Membership shall be open to any person, business, organization, corporation or partnership, who: (a) subscribes to the Association's purposes and goals as described in Article II; and (b) is eligible for membership in the Association upon payment of such membership dues as may be established as hereinafter provided; and (c) meets the criteria for a Resident or a Non-Resident, as defined in Section 4.01(d) and (e) below. (d) a Resident shall be defined as

(i) any person who: (A) is 18 years of age or older; (B) resides within the boundaries of the Association, or

(C) owns property within the boundaries of the Association, or (ii) any business, organization, corporation, or partnership that

(A) owns property within the boundaries of the Association, (B) operates an establishment within the boundaries of the

Association. (e) a Non-Resident shall be defined as

(i) any person who is 18 years or older; or (ii) any business, organization, corporation or partnership.

Section 4.02 Businesses, organizations, corporations or partnerships as described herein, regardless of Resident or Non-Resident status, including any affiliates thereof or related parties thereto, shall be permitted no more than one voting representative.

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Section 4.03 Any such Person who shall have paid dues for the current calendar year shall be a member of the Association. Except as provided herein, every member is entitled to participate in all activities of the Association. Every Resident member is entitled to vote, hold office, provided however that in order to vote, he shall have been a member for 30 days preceding the meeting at which the vote be taken. When a member speaks on an issue in which he has a financial or business interest, he shall so declare.

Section 4.04 Annual membership dues may be established from time to time by the membership at a regular meeting of the Association. The membership may establish different membership dues for different categories of membership, including but not limited to Resident and Non-Resident members, and business and individual members. A change in dues shall become effective on the first of the month following the next regular meeting.

Section 4.05 Annual membership benefits for Resident and Non-Resident members, and other categories of members, may be established from time to time by the membership at a regular meeting of the Association. A change in benefits shall become effected no sooner than the first of the month following the next regular meeting.

Article V. Meetings

Section 5.01 The control of the affairs of the Association shall be vested in the membership in regular or special meetings, except that the President may, with the approval of the Board of Advisors, act on behalf of the Association when an issue arises that requires immediate response on the part of the Association such that the members cannot be consulted at a regular meeting.

Section 5.02 The Association shall hold no less than 6 meetings per calendar year, as determined by the Board of Advisors no later than February 1 of each year. The time and place of each meeting shall be announced at the previous meeting and in the Association newsletter. Except as provided in Section 15:02, a quorum shall consist of 15 Members. No proxies are allowed for any purpose.

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Section 5.03 A special meeting of the Association shall be held whenever the President or the Board of Advisors determines that the interests of the Association so require. The President shall also call a special meeting at the written request of 15 Members of the Association. Written notice of the time and place and of the business to be transacted shall be communicated to each member at least one week before the meeting. No other business may be transacted at the meeting.

Article VI. Officers

Section 6.01 The elected officers of the Association shall be a president, a vice president, a secretary, corresponding secretary, and a treasurer. Officers are elected to a three-year term, on a staggered basis, as provided by Article VIII. In the case of a vacancy in the office of vice president, secretary, corresponding secretary or treasurer, the president may appoint a member to act in the capacity until the position is filled.

Section 6.02 If the president is absent or unable to act, his/her duties shall be performed by the person highest on the following list who is present and able to act: 1. the vice president; 2. the treasurer; 3. the corresponding secretary, 4. the secretary.

Section 6.03 The president shall: 1. preside at the regular and special meetings of the Association; 2. preside at the meetings of the Board of Advisors; 3. keep the files of the Association; 4. perform the other normal duties of a president, and 5. perform such other duties as the membership may prescribe.

Section 6.04 The vice president shall: 1. assist the president in the performance of his/her duties 2. perform the other normal duties of a vice president; and

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3. perform such other duties as the membership may prescribe.

Section 6.05 The secretary shall: 1. keep the minutes of each meeting of the Association; 2. provide the minutes of the previous regular meeting and any subsequent special meetings to the membership at each regular meeting of the Association; 3. keep the minutes of each meeting of the Board of Advisors; 4. provide the president with a copy of the minutes of each meeting of the Association and of the Board of Advisors for the permanent files; 5. keep the official text of these Bylaws, and make available a copy at each meeting of the Association and at each meeting of the Board of Advisors; 6. perform the other normal duties of a secretary; and 7. perform such other duties as the membership may prescribe.

Section 6.06 The corresponding secretary shall: 1. publish the Association's newsletter 2. perform the other normal duties of a corresponding secretary; and 3. perform such other duties as the membership may prescribe.

Section 6.07 The treasurer shall maintain custody of the funds of the Association, and he/she shall: 1. deposit such funds in a financial institution approved by the Board of Advisors; 2. maintain records of all transactions involving Association funds; 3. administer and monitor the Association’s charitable donations on behalf of the president and the Board of Advisors; 4. provide a financial report at each regular Board of Advisors meeting; 5. perform the other normal duties of a treasurer, and 6. perform such other duties as the membership may prescribe.

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Article VII. Board of Advisors

Section 7.01 The Board of Advisors shall be composed of the officers of the Association and five members elected at-large. The president shall be the chairman of the Board, but shall be a nonvoting member except in the case of a tie. The term of office for at-large members of the Board of Advisors shall be the same as that for the officers as provided in Section 6:01.

Section 7.02 The Board of Advisors shall meet, following due notice, at least six times a year upon the call of the President, or upon the submission of a written request to the president by three members of the Board. Five members constitute a quorum of the Board.

Section 7.03 The functions of the Board of Advisors are as follows: 1. to pass on the president's appointments for committee chairmanships; 2. to obligate the funds of the Association in accordance with the general purposes of the Association, the annual goals, or an annual budget approved by the Membership. 3. recommend procedures for the maintenance of records and accounts, receipt and expenditure of funds, levying of dues and periodic reporting to the membership; 4. provide advice and counsel to the officers on matters affecting the Association; and 5. perform such other duties as the membership may prescribe.

Article VIII. Elections

Section 8.01 Election for the officers and members of the Board of Advisors shall be held each year at the last regular meeting of the Association. A nominating committee of five members shall be chosen by the Board of Advisors at the regular meeting that is two meetings before the last meeting of the year, and it shall report its nominations for each of the officers and at-large positions on the Board of Advisors at the regular meeting before the last regular meeting of the year. Further nominations for any position may be made from the floor at the meeting before the last meeting of the year.

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For example, if regular meetings are scheduled for September, October, and November, the elections would occur at the November meeting. The nominating committee would be chosen at the September meeting, and nominations would be reported at the October meeting.

Section 8.02 In order to effect continuity in the affairs and business of the Association, officers and members of the Board of Advisors shall be divided into three classes (Class A, Class B, and Class C), to serve in the first instance for staggered terms of one year, two years and three years, respectively. Thereafter, the successors in each class shall be elected to serve for terms of three years. Except as provided for the initial staggered one- and two-year terms, a member’s term will begin on January 1 of the year in which he or she is elected and end on December 31 of the third consecutive year thereafter. The initial one-year term will begin on January 1, 2007 and end on December 31, 2007 and the initial two-year term will begin on January 1, 2007 and end on December 31, 2008. Class A shall be composed of the treasurer and three members of the Board of Advisors elected at-large. Class B shall be composed of the vice president, secretary, and one member of the Board of Advisors elected at-large. Class C shall be composed of the resident, the corresponding secretary, and one member of the Board of Advisors elected at-large.

Section 8.03 A written announcement listing the candidates shall be communicated to the entire membership of the Association no later than the week prior to the last meeting of the year.

Section 8.04 The elections for officers and advisors shall be conducted as follows: 1. A vote shall be taken by secret ballot for the officers and members-at-large. 2. If no candidate receives a majority of those present and voting for any officer position, a run-off election shall be held between the two leading candidates for each such position. 4. The election of the at-large members of the Board of Advisors shall follow the election of all the officers. 5. For the election of the Board of Advisors, each member may cast the number of votes as there are at large positions in the

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Class, but no member may cast more than one vote for a particular nominee. The vote shall be taken by secret ballot; the nominees receiving the most votes shall be elected at-large members of the Board of Advisors. 6. If there be but one candidate for any office or vacancy, the president shall declare him/her elected by acclamation.

Section 8.05 Tellers to count the ballots and certify the election at the November meeting shall be chosen by the nominating committee, or, at the discretion of the nominating committee chair, pursuant to Robert's Rules of Order.

Section 8.06 When a vacancy occurs in an office of the Association, or on the Board of Advisors, the president shall cause a notice of the vacancy to be communicated to membership, and a special election shall be held at the next regular meeting following such notice. If the President is advised of the vacancy in sufficient time to do so, he/she shall cause a notice of the vacancy to be inserted in the newsletter. Nominations shall be received from the floor, except that no member shall be nominated who does not consent to serve. Election shall be by majority vote; if no candidate receives a majority, a runoff election shall be held between the two leading candidates. A candidate elected to fill a vacancy in an office of the Association, or on the Board of Advisors, serves the unexpired portion of the predecessor’s term.

Article IX. Committees

Section 9.01 The standing committees of the Association are as follows: 1. The membership committee shall maintain a list of members of the Association. Each year, the membership committee shall conduct a membership drive within the boundaries of the Association. 2. The program committee shall develop programs for the regular and special meetings of the Association. 3. The land use, planning and development committee shall conduct studies and analyses, prepare reports and make recommendations on zoning, land use, historic preservation and other matters relating to physical development.

Section 9.02 Each of the standing committees shall consist of three or more members of the

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Association. They shall be appointed annually by the President with the approval of the Board of Advisors.

Section 9.03 The duties of each committee shall be specifically defined by the instructions they shall receive from time to time from the Association or the Board of Advisors.

Section 9.04 The Association or the Board of Advisors may, at any meeting, appoint other Standing Committees.

Section 9.05 Special committees may be appointed from time to time by the Association or the President, with approval of the Board of Advisors. Duties and period of service of each special committee shall be specifically defined by the Board of Advisors. The period of service of each special committee shall terminate at the end of each calendar year, unless previously terminated by the Board of Advisors.

Article X. Association Funds

Section 10.01 The fiscal year of the Association shall be the calendar year.

Section 10.02 Each year the Board of Advisors shall contract with a certified public accountant to perform, at a minimum, a compilation of the Association's financial records and accounts and to prepare any necessary tax returns. The compilation shall be presented to the membership not later than the third regularly scheduled meeting of the fiscal year.

Section 10.03 The funds of the Association may be disbursed on authorization of the Board of Advisors, according to the procedure agreed by the Board and revised from time to time. Normally the Treasurer or the President will authorize payment of invoices and expenses, but in extended absence of those persons, the Board may assign this responsibility to another Board member. For any payment greater than $2000, checks will require two signatures. The accountant under contract to the Association is authorized to sign checks for invoices approved by the President or the Treasurer, except as stated above.

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Article XI. Conduct of the Meetings

Section 11.01 Apart from the specific regulations laid out in these Bylaws, the meetings of the Association and of the Board of Advisors will be governed by Robert's Rules of Order or as otherwise established by the Board Advisors as determined by the President.

Section 11.02 The president shall appoint a parliamentarian at the beginning of each year to serve at his/her pleasure.

Article XII. Replacement of Officers and Advisors

Section 12.01 Any officer or advisor may resign by submitting a letter of resignation to the president of the Association.

Section 12.02 The Association may by a three-fourths vote of members present and voting, relieve any officer, member of the Board of Advisors or committee chairperson of his/her duties for failure to attend three consecutive meetings of the general membership, or in the case of officers or members of the Board of Advisors, meetings of the Board of Advisors, or for other due cause, if a motion for such relief of duties is made and seconded at the next regularly scheduled meeting.

Article XIII. Communications When required herein, communications with the membership and any notices required herein may be accomplished via email, phone, fax, U.S. mail, or other means readily and reasonably available. Members may request a particular type of notification by providing notice to the Corresponding Secretary of his or her preferred notification method.

Article XIV. Indemnification and Insurance

Section 14.01 Unless otherwise prohibited by law, the Association shall indemnify and officer or advisor, any former officer or advisor, any committee chairperson or co-chairperson, and may, by resolution of the Board of Advisors, indemnify any employee or volunteer serving at the request of the Association, against any and all expenses and liabilities actually and necessarily incurred by it

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or imposed on it in conjunction with any claim, action, suit, or proceeding (whether actual or threatened, civil, criminal, administrative, or investigative, including appeals) to which it may be or is made a party by reason of being or having ben such officer, advisor, committee chairperson or co-chairperson, employee, or volunteer; subject to the limitation, however, that there shall be no indemnification in relation to matters as to which it shall be adjudged in such claim, action, suit, or proceeding to be guilty of a criminal offense or liable to the Association for damages arising out of its won gross negligence or intentional or willful misconduct in the performance of a duty to the Association.

Section 14.02 Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such officer, advisor, committee chairperson or co-chairperson, volunteer, or employee. The Association may advance expenses to, or where appropriate may itself, at its expense, undertake the defense of, any officer, advisor, committee chairperson or co-chairperson, employee or volunteer; provided, however, that such officer, advisor, committee chairperson or co-chairperson, employee, or volunteer shall undertake to repay or to reimburse such expense if it should be ultimately determined that it is not entitled to indemnification under this Article.

Section 14.03 The provisions of this Article shall be applicable to claims, actions, suits, or proceedings made or commenced after its adoption, whether arising from acts or omissions to act occurring before or after its adoption. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which such officer, advisor, committee chairperson or co-chairperson, employee, or volunteer may be entitled under any statutes, Bylaw, agreement, vote of the Board of Advisors, or otherwise and shall not restrict the power of the Association to make any indemnification permitted by law.

Section 14.04 The Board of Advisors may, but shall not be required to, purchase and maintain insurance on behalf of any person who is or was an officer, advisor, committee chairperson or co-chairperson, employee, or volunteer serving at the request of the Association or other agent against any liability asserted against or incurred by it which arises out of such person’s status as a officer, advisor, committee chairperson or co-chairperson, employee, volunteer, or agent or

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out of acts taken in such capacity, whether or not the Association would have the power to indemnify the person against that liability under law.

Section 14.05 The Association may, but shall not be required to, purchase and maintain insurance on behalf of any person who is or was a officer, advisor, committee chairperson or co-chairperson, employee, or volunteer serving at the request of the Association against any liability asserted against him or incurred by him in any such capacity or arising out of his status as such, whether or not the Association would be obligated to indemnify him or her against liability under the provisions of this Article. Such insurance may, but need not, be for the benefit of all officers, advisors, committee chairpersons or co-chairpersons, employees, or volunteers serving at the request of the Association.

Article XV. Amendments

Section 15.01 Any member may propose an amendment to these Bylaws at any regular meeting of the Association. If such an amendment is endorsed by at least three other members and twice seconded, then the specific language of the proposed amendment shall be placed in the next monthly edition of the newsletter and shall be voted on at the next regular meeting of the Association.

Section 15.02 For an amendment of the Bylaws to be adopted, a specific quorum of Members must be present, namely the attendance of members must be at least 70% of the average attendance of Members of the previous three regular meetings of the Association.

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