Up and Coming at NVN

 

 

 

 

NORTHWEST VILLAGE NETWORK IN THE NEXT TWO WEEKS:

Click on titles for details 

Mon. Aug 7, 3:30-5pm,  Monday Tea at High Point Cafe

*Thurs. Aug. 10, 10:30am.  Out and About with the Arts  Michener Art Museum

Fri. Aug. 11, 9:15am. Cup A Joe. at Tata

Fri. Aug 11, 2:30-3:30pm Needlecrafts change of venue

at Jane Schofer 215-248-3762

Mon. Aug 14, 3:30-5pm,  Monday Tea at High Point Cafe

Fri. Aug 18, 9:15am. Cup A Joe. at Tata

Looking Ahead

 

*Mon. Aug 21, Film Discussion and Pot Luck

 

Announcements 

CLICK ON THE Calendar TO SEE OTHER FUTURE EVENTS.

CLICK ON ACTIVITIES TO SEE A LIST AND LINKS TO ALL CURRENT ACTIVITIES

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PUBLICATIONS 

* For NVN members.  Non-members are welcome to attend 3 times as guests.

 

As amended 4/27/2015

 

BY-LAWS


OF


NORTHWEST VILLAGE NETWORK

ARTICLE I

PURPOSE

Northwest Village Network (“NVN”) (formerly Mutual Mt. Airy) is formed for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code and its successor provisions as amended from time to time or the corresponding sections of any future tax code. Its principal purpose is to assist members with the challenges of aging in community and with enhancing the quality of life in the Germantown Avenue corridor and surrounding communities through mutual aid, connections to services, connections to people, connections to mobility and access. It is a "Service Group" of Mt. Airy Community Services Corporation ("MACSC"), a Pennsylvania nonprofit corporation.

ARTICLE II MEMBERS

Section 2.01. Members. The Service Group shall have members. Members are defined as individuals living in the Germantown Avenue corridor and surrounding communities who pay an annual membership fee as determined periodically by the Board of Governors. The Board may terminate any person’s membership at any time if the Board, in its discretion, determines that such termination is in the best interests of the Service Group.

 

Section 2.02. Quorum and Manner of Acting. One quarter of the entire membership shall constitute a quorum for the transaction of business at any meeting. Action of the membership shall be authorized by the vote of a majority of the members present at the time of the vote if there is a quorum. In the absence of a quorum, a majority of the members present may adjourn any meeting from time to time until a quorum is present.

 

Section 2.03. Place of Meetings. Meetings of the members shall be held at such location as set by the Board of Governors. If possible, the meeting shall be held at a location reasonably convenient for the members.

 

Section 2.04. Annual Meetings. Annual meetings of the members shall be held during the month of April in each year on the date and at the hour specified by the Board of Governors.

 

Section 2.05. Special Meetings. Special meetings of the members may be called by the President or by a petition signed by at least 10 members.

 

Section 2.06. Notice of Meetings. Printed notice of each meeting shall be given
to each member, by mail, not less than two weeks prior to the meeting. Notice to members with access to e-mail may be by e-mail.

 

ARTICLE III

BOARD OF GOVERNORS

Section 3.01. General Powers. Subject to the overall authority of the Board of Directors of MACSC, the business and affairs of the Service Group shall be managed by the Board of Governors of NVN.

 

Section 3.02.  Number, Election and Term of Governors.  The Board of Governors shall consist of no fewer than 9 nor more than 19 members as established by the Board itself from time to time.  Governors shall hold office for a term of three years and until their successors are elected and qualify.  No member of the Board of Governors may serve for more than three consecutive terms.  The members of NVN shall elect the Governors at the annual meeting of the members, provided, however, that between annual meetings of the members, the Board of Governors may elect one or more Governors to serve until the next annual meeting of the members.  The part-year term served by a Governor so elected shall not be counted in applying the three-term limit.

 

Section 3.03. Quorum and Manner of Acting. A majority of the entire Board of Governors in office shall constitute a quorum for the transaction of business at any meeting. Action of the Board of Governors shall be authorized by the vote of a majority of the Governors present at the time of the vote if there is a quorum. In the absence of a quorum, a majority of the Governors present may adjourn any meeting from time to time until a quorum is present. One or more members of the Board of Governors may participate in a meeting of the Board or of a committee of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and all directors so participating shall be deemed present at the meeting.

 

Section 3.04. Place of Meetings. Meetings of the Board of Governors shall be held at such location as set by the Board. If possible, the meetings shall be held at a location reasonably convenient for the members.

 

Section 3.05. Annual and Regular Meetings. Annual meetings of the Board of Governors shall be held during the month of April in each year on the date and at the hour specified by the Board of Governors. Regular meetings of the Board may be held without notice at such times and places as the Board determines in advance.

 

Section 3.06. Special Meetings. Special meetings of the Board of Governors may be called on 24 hours' notice by the President or by any two members of the Board.

Section 3.07. Compensation. Members of the Board may receive reimbursement of their reasonable out-of-pocket expenses in connection with the performance of their duties.

 

ARTICLE IV

COMMITTEES

Section 4.01. Executive Committee. The Board of Governors, by resolution adopted by a majority of the Governors in office, may designate an Executive Committee composed of the officers, which shall have all the authority of the Board of Governors, except as otherwise provided in the resolution or by law, and which shall serve at the pleasure of the Board of Governors. All actions of the Executive Committee shall be reported to the Board of Governors at its next meeting.

 

Section 4.02. Other Committees. The Board of Governors may designate other committees which shall serve at the pleasure of the Board of Governors, with such powers and duties as the Board of Governors shall determine.

 

ARTICLE V

OFFICERS

Section 5.01. General. The officers shall be a President, a Vice President, a Secretary and a Treasurer and may include one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers as the Board of Governors may from time to time determine. The Board of Governors may require any officer, agent or employee to give security for the faithful performance of duties.

 

Section 5.02. Election, Term of Office. The officers shall be elected annually by the Board of Governors at its annual meeting, and each such officer shall hold office until the next annual meeting of the Board of Governors and until the election and qualification of a successor.

 

Section 5.03. Resignation and Removal of Officers. Any officer may resign at any time. Any officer may be removed by vote of a majority of the Governors in office, either with or without cause.

 

Section 5.04. The President. The President shall preside at all meetings of the Board of Governors and at all meetings of the members. Subject to the control of the Board of Governors of NVN and the Board of Directors of MACSC, the President shall have general supervision over the business and operations of the Service Group, and such other powers and duties as may be assigned by the Board of Governors.

 

Section 5.05. Vice President. The Vice President shall have such powers and duties as may be assigned by the Board of Governors or the President.

 

Section 5.06. The Treasurer. The Treasurer shall be the chief financial officer of the Service Group and shall be in charge of the books and accounts. Subject to the control of the Board of NVN and the Board of Directors and Treasurer of MACSC, the Treasurer shall have such other powers and duties as may be assigned by the Board of Governors or the President.

 

Section 5.07. The Secretary. The Secretary shall be the secretary of, and keep the minutes of, all meetings of the Board of Governors, and shall be responsible for giving notice of all meetings of the Board of Governors. Subject to the control of the Board of Governors, the Secretary shall have such other powers and duties as may be assigned by the Board of Governors or the President. In the absence of the Secretary from any meeting, the minutes shall be kept by the person appointed for that purpose by the presiding officer.

 

Section 5.08. Salaries. The Board may fix the employees' salaries, if any, or it may authorize the President to fix the salary of any employee.

 

ARTICLE VI

MISCELLANEOUS

Section 6.01. Contracts. Subject to the authority of the Board of Directors of MACSC, the Board of Governors may, from time to time, authorize any officer or officers, agent or agents of the Service Group, in addition to the officers so authorized by these by-laws, and singly or jointly or in any other manner, to enter into any contract or execute and deliver any instrument in the name of and on behalf of NVN, and such authority may be general or confined to specific instances.

 

Section 6.02. Conflicts of Interest. Whenever a member of the Board of Governors or officer has a financial or personal interest in any matter coming before the Board of Governors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.

 

Section 6.03. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidence or indebtedness issued in the name of NVN, shall be signed by such officer or officers, agent or agents and in such manner as shall, from time to time, be determined by resolution of the Board of Governors.

 

Section 6.04. Deposits. Except as otherwise provided by the Board of Directors of MACSC, all funds of the Service Group shall be deposited from time to time to the credit of NVN in such banks, trust companies, or other depositories as the Board of Governors may select.

 

Section 6.05. Amendments. Subject to the overall authority of the Board of Directors of MACSC, these by-laws may be amended by majority vote of the members of NVN.