Adopted: May 20th, 2024
Last Updated: July 18th- Updated Area of Interest
Article I: Name and Purpose
Section 1.01 Name
The name of this organization shall be Chestnut Hill Forward, hereinafter referred to as “CHF”.
Section 1.02 Organization
CHF will be initially constituted as a volunteer organization, with plans to officially incorporate as a section 501(c)(4) community benefit organization.
Section 1.03 Purpose
Chestnut Hill Forward is a community-focused organization dedicated to advocating for the residents of Chestnut Hill who seek positive change and improvements within their neighborhood. Our primary goal is to foster growth and revitalization of the neighborhood while balancing that with the preservation of the unique history and architecture of Chestnut Hill. To that end, CHF will advocate for:
- Vision Zero- Prioritizing the safety of pedestrians and cyclists with a goal of zero traffic-related fatalities.
- Transit Oriented Development- Focus on development that leverages the diverse public transport available in Chestnut Hill by promoting sustainable growth.
- Adaptive Reuse- Preserve this historic architecture of Chestnut Hill by focusing on adaptative reuse.
- Commercial Corridor Revitalization- Attracting businesses to empty storefronts that provide Chestnut Hill residents with essential, regular purchases.
Section 1.04 Area of Interest
CHF’s area of interest is the section of Philadelphia known as Chestnut Hill (from the intersection of Forbidden Drive and W. Mount Airy Ave., east and north to the intersection with White Trail, north to the intersection with Livezey Ln., east to the intersection with W. Allens Ln., northeast to the intersection with Emlen St., north to where Emlen St. becomes Cresheim Valley Dr., northeast to the intersection with Stenton Ave., northwest to the intersection with E Northwestern Ave., southwest to the intersection with Forbidden Dr., southeast to the point of beginning).
Area of Interest Map:
Article II: Membership
Section 2.01 Eligibility
Membership in CHF is open to all residents of the area of interest, aged 18 years and older, who are interested in furthering the purpose of the organization. Businesses and organizations located in Chestnut Hill may also become members through their representatives.
Section 2.02 Rights and Responsibilities
Members have the right to vote in CHF elections, attend meetings, serve on committees, and participate in CHF activities. Members are responsible for upholding the bylaws of CHF, paying any applicable dues, and contributing to the organization’s activities and goals.
Section 2.03 Dues
Membership dues, if any, will be determined annually by the Board of Directors. Notice of dues shall be given to the members at least one month before the due date.
Article III: Governance
Section 3.01 Board of Directors
The governance of CHF shall be vested in a Board of Directors consisting of no fewer than five (3) and no more than nine (9) members. The Board shall be responsible for setting the policy, direction, and overall governance of CHF.
Section 3.02 Officers
The officers of CHF shall consist of a President, Vice President, Secretary, and Treasurer, all of whom shall be elected from and by the Board of Directors. Officers shall serve one-year terms and may be re-elected. If the board is made up of less than four (4) members, the Secretary and Treasurer positions will be held by the same Officer.
Section 3.03 Meetings
The Board of Directors shall meet at least quarterly. Special meetings may be called by the President or by a majority of the Board members. A quorum for a meeting shall consist of a majority of the Board members.
Section 3.04 Committees
The Board may establish committees as needed to further the purposes of CHF. Committees shall operate under the direction of the Board and shall report their activities and recommendations to the Board.
Article IV: Elections
Section 4.01 Election of Directors
The election of Directors to the Board shall occur annually at the general meeting of CHF. All members in good standing are eligible to vote in the election. The Nominating Committee shall present a slate of candidates, and nominations from the floor shall also be accepted. Directors shall be elected by a simple majority of members present and voting.
Section 4.02 Election of Officers
Following the annual election of Directors, the Board shall convene to elect officers from among its members. This election shall take place no later than one month following the election of Directors. Officers are elected by a majority vote of the Board.
Article V: Meetings
Section 5.01 General Meetings
General meetings of CHF shall be held once a year at a time and place determined by the Board. The purpose of these meetings is to inform the membership of activities, upcoming events, and to conduct any necessary business requiring membership approval.
Section 5.02 Special Meetings
Special meetings may be called by the President, a majority of the Board, or upon written request of at least ten percent (30%) of the members. The purpose of the meeting must be stated in the call. Except in cases of emergency, at least two weeks’ notice shall be given.
Section 5.03 Quorum
A quorum for general meetings shall consist of ten percent (10%) of the membership. No official business can be conducted unless a quorum is present.
Article VI: Financial Administration
Section 6.01 Fiscal Year
The fiscal year of CHF shall begin on the first day of January and end on the last day of December of each year.
Section 6.02 Financial Oversight
The Treasurer shall manage the finances of CHF under the direction of the Board. A financial report shall be presented at each Board meeting and at general meetings.
Section 6.03 Budget
The Board shall approve an annual budget, and no expenses shall be incurred in excess of budgeted amounts without prior approval of the Board.
Article VII: Amendments
Section 7.01 Proposing Amendments
Amendments to these bylaws may be proposed by the Board of Directors or by a petition signed by at least twenty percent (20%) of the members.
Section 7.02 Approval of Amendments
Amendments shall be approved by a two-thirds (2/3) majority vote of members present at a general meeting where a quorum is present. Notice of proposed amendments must be sent to all members at least thirty (30) days prior to the meeting at which the amendments are to be considered.
Article VIII: Dissolution
Section 8.01 Dissolution Process
In the event that CHF should need to be dissolved, the process will be initiated by a resolution of the Board of Directors. This resolution must then be approved by a two-thirds (2/3) majority vote of the membership at a special meeting called specifically for this purpose.
Section 8.02 Disposal of Assets
Upon the dissolution of CHF, after paying or making provision for the payment of all the liabilities of the organization, the remaining assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(4) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes.
Article IX: Non-Discrimination
Section 9.01 Policy
CHF shall not discriminate on the basis of race, color, religion, sex, national origin, age, disability, marital status, sexual orientation, gender identity or expression, or any other characteristic protected under applicable federal or state law in any of its activities or operations. These activities include, but are not limited to, hiring and firing of staff, selection of volunteers and vendors, and provision of services.
Article X: Conflict of Interest
Section 10.01 Policy
A conflict of interest occurs when an individual’s personal interests, direct or indirect, conflict with the interests of CHF. All Board members, officers, and committee members shall disclose any conflict of interest, whether real or perceived, to the Board for evaluation. A person with a conflict of interest shall not vote on or influence the matter giving rise to such conflict.
Section 10.02 Annual Statements
Each Board member, officer, and committee member shall annually sign a statement affirming they have read CHF’s conflict of interest policy and agree to comply with it.
Article XI: Indemnification
Section 11.01 Indemnification of Directors and Officers
CHF shall indemnify and hold harmless its Directors and Officers to the fullest extent permitted by law against all expenses, liability, and loss (including attorney’s fees, judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such individual in connection with any actual or threatened legal proceeding, inquiry, or lawsuit in which they are involved as a party or otherwise by reason of their position in CHF, provided they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of CHF. The termination of any such legal proceeding by judgment, order, settlement, or conviction, or upon a plea of “nolo contendere” or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which they reasonably believed to be in the best interests of CHF.
Section 11.02 Procedure for Indemnification
Any indemnification under this Article XI (unless ordered by a court) shall be made by CHF only as authorized in the specific case upon a determination that indemnification of the Director or Officer is proper in the circumstances. Such determination shall be made by the Board of Directors by a majority vote of those not party to the proceeding, or if such a quorum is not obtainable, by a committee of Board members not party to the proceeding, or if such a committee is not designated, by independent legal counsel in a written opinion.
Section 11.03 Expenses
Expenses (including legal fees) incurred by an officer or Director in defending any legal proceeding may be paid by CHF in advance of the final disposition of such proceeding, upon receipt of an undertaking by or on behalf of the Director or Officer to repay such amount unless it shall ultimately be determined that they are entitled to be indemnified by CHF as authorized in this Article.
Article XII: Adoption of Bylaws
Section 12.01 Adoption
These bylaws shall be considered adopted and in full effect upon the approval by a majority vote of the membership present at a duly called meeting of CHF where a quorum is present, following the proper notification of all members regarding the intent to adopt these bylaws. The adoption process must adhere to the principles of transparency, inclusivity, and democratic participation, ensuring that all members have the opportunity to review, discuss, and propose amendments to the bylaws before the final vote.
Section 12.02 Amendment Procedure
Following their adoption, these bylaws may be amended, altered, or repealed by a two-thirds (2/3) majority vote of the membership present at any duly called general meeting of CHF, provided that the proposed changes have been submitted in writing to the membership at least thirty (30) days prior to the meeting at which they are to be considered. This advance notice shall include a copy of the proposed amendments, a rationale for each change, and any relevant background information to help members make informed decisions.
Section 12.04 Record Keeping
A copy of the current shall be published on CHF’s official website, ensuring easy access for all members and interested parties. Any amendments to the bylaws shall be recorded, and a revised version of the bylaws shall be made available within thirty (30) days of the amendment’s adoption.
Section 12.05 Interpretation
In the case of any dispute or ambiguity regarding the interpretation of these bylaws, the Board of Directors shall have the authority to make a final determination. Such interpretations shall be made in good faith, with the aim of preserving the intent and purposes of CHF as outlined in Article I.
Section 12.06 Effective Date
These bylaws, and any amendments thereto, shall become effective immediately upon their adoption.