The FLCA Bylaws 

The Fort Lincoln Civic Association, Inc. (“FLCA”), a non-profit, tax-exempt corporation, works to realize the national mandate of President Lyndon B. Johnson by engaging Ft. Lincoln residents in a variety of educational, social, beautification, public safety and economic activities; including activities in partnership with other civic organizations and with the federal and D.C. governments.

The Association is governed by a 17-member Board of Directors, comprised of one representative from each Fort Lincoln housing development. and homes contiguous to the Fort Lincoln planned community.  Elections are held annually.  The Mayor of the District of Columbia may also appoint two representatives to the FLCA’s Board of Directors.  

I N D E X

ARTICLE I. Nonprofit Corporation 2

ARTICLE II. Boundaries 2

ARTICLE III. Objectives 2

ARTICLE IV. Membership 4

ARTICLE V. Meetings 5

ARTICLE VI. Board of Directors and Officers 6

ARTICLE VII. Elections 10

ARTICLE VIII. Committees 12

ARTICLE IX. Amendments 15

ARTICLE X. Parliamentary Authority 15

ARTICLE I. Nonprofit Corporation

The name of the nonprofit corporation shall be the Fort Lincoln Civic Association (hereinafter referred to as the Association).

ARTICLE II. Boundaries

The Association is located in the northeast quadrant of the District of Columbia, in an area popularly known as “Fort Lincoln.”  It is bounded by Bladensburg Road on the west to the Prince George’s County line, the Prince George’s County line on the north, South Dakota Avenue on the south, intercepting New York Avenue extending eastward to the Anacostia River on the east.

ARTICLE III. Historical Objectives

The Association works to realize a national mandate of U.S. President Lyndon B. Johnson by enhancing the quality of life and prosperity of residents, housing clusters and institutions located within its designated geographic boundaries. The Association fulfills its mission by engaging members in a variety of educational, social, beautification, public safety and economic activities, advancing their interest before the government and private sector and leveraging their collective influence to achieve community improvements.  It does so against the backdrop of a very unique and instructive history.

For most of its history the 360 acres on which Fort Lincoln sits in northeast Washington, D.C. was federal property.  However, by early 1967 the land was no longer being used by the federal government.  As part of his Great Society program, in the summer of 1967 President Lyndon Johnson directed that surplus federal land in seven urban areas in the United States be used to meet the nation’s pressing need for housing, education, park land and industry.

To implement this national thrust in the District of Columbia, the President established a Task Force to advise him on how one such D.C. planned community could be developed.  Based on the Task Force’s recommendations the President directed that the vacant Fort Lincoln area in northeast D.C. be developed pursuant to a participatory partnership between the local and federal government, private developers and the people of D.C.  

Following that directive the vacant acreage in D.C. was designated the Fort Lincoln Urban Renewal area and a plan was created that called for empowering the residents of this “New Town” by providing them with an equity stake and income stream that would permit them to be intimately involved in the actual planning and management of the development. 

The developer for Fort Lincoln was ultimately selected in 1975 and willingly entered into a Land Disposition Agreement (“LDA”) with the federal and D.C. government.  The LDA provides that in exchange for the government investing tens of millions of taxpayer dollars to build infrastructure, a park and a school for Ft. Lincoln, the developer was required, among other things, to: (1) establish and fund a nonprofit corporation that would be controlled by and provide services for the benefit of Fort Lincoln residents, (2) convey twenty-five percent of the ownership of the real estate company it used to sell and rent property in Fort Lincoln to the nonprofit corporation and (3) pay the non-profit corporation 15% of the gross proceeds from the sale of properties at Fort Lincoln by third parties. 

However, when the developer began renting and selling apartments and homes in Fort Lincoln in September of 1976 it did not disclose to the new residents their profit-sharing and decision-sharing rights – despite a condominium law and a D.C. consumer law that specifically required those disclosures, and required the developer to provide the newcomers with an actual copy of the LDA. Thus, to this date the developer has been able to exercise plenary decision making authority over the development and has reaped millions of dollars in profits exclusively for itself. 

In 2000, however, the Association stumbled across a copy of the unrecorded LDA and filed suit in 2002 to either enforce its provisions or obtain compensatory and punitive damages for the developer’s twenty-five year long fraudulent scheme.  In the litigation that followed, D.C. courts ruled that only the federal or D.C. government could enforce the LDA, but that in a consolidated lawsuit the Association, on one hand, and certain condominium owners on the other, could seek compensatory and punitive damages. 

Despite zero funds to date, the Association is attempting to put the Ft. Lincoln community back on the path to realizing the participatory and joint community building goals President Johnson intended.  To do so the Association, first, has to be cognizant of the thirty-six years of every-man-for-himself thinking that the developer’s fraud has resulted in at Ft. Lincoln and the resultant lack of community bonding. Next, the Association must transform itself into the unifying non-profit organization the LDA intended would be the principal vehicle through which Fort Lincoln residents would set goals for themselves, and plan and provide overarching services to their community.  

To that end, prior to and upon receipt of any damages from the consolidated cases , Fort Lincoln Civic Association v. Fort Lincoln New Town Corp., Inc., C.A. No. 02-7132 (D.C. Super.Ct., filed Aug. 8, 2002) and C.A. No. 03-1841 (D.C. Super. Ct., filed March 13, 2003) — the Association shall operate as the Non-Profit Corporation required by Section 7.8(a) of the LDA. In that capacity, the Association shall also attempt to secure funds from foundations and from governmental entities to perform selected community services for the benefit of the Fort Lincoln community, either itself or under contract with agencies of the District of Columbia.  

The Association is, thus, organized exclusively for one or more of the purposes specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.  

ARTICLE IV. Membership

Section 1.  Composition: The Fort Lincoln Civic Association shall have two classes of membership as follows:

Class I.  – Voting Membership

Class II.  – Non-Voting Membership

Section 2.  Class I. –Voting membership, for purposes of the Annual Meeting of the Association, shall attach automatically to: (1) two appointees of the Mayor of the District of Columbia, should the Mayor choose to appoint persons to the Board of Directors and (2) natural persons who own residential property or reside within the Association’s boundaries, as designated by these Bylaws, and who are at least eighteen years of age by the date of the Annual Meeting; PROVIDED that the latter members supports the objectives of the Association as set forth in Article III of the Bylaws, and any resolution of the Association’s Executive Board.  If a challenge is made to a member’s support of the Association’s objectives, the challenge shall be considered and resolved by majority vote of the Board of Directors.

Section 3.  Class II. –Non-Voting membership shall attach during their lifetime to any persons, who previously owned property or resided within the Fort Lincoln community but who no longer own property or reside within the Fort Lincoln community as of the date of the Association’s Annual Meeting each year. 

Section 4.  Dues:  Payment of dues shall not be a condition of membership in the Association.  The Association will principally support its activities with any damages it collects from its 2002 lawsuit, and from grants, contributions, fundraising and contracts with agencies of the District of Columbia. 

ARTICLE V. Meetings

Section 1.  Regular Meetings

            Coronavirus Changes To Meetings.  Until the Board decides otherwise, in-person meetings of the Fort Lincoln Civic Association, shall be suspended.  Board “meetings” shall take place by email and/or text, or if all Board members consent, by audio or video conference call. The provisions of the 3rd paragraph of this Section will not be in effect during this time period.

Any action to be taken by the Board may be taken by email if six (6) Directors approve the action. A non-unanimous email vote is permitted if all of the directors have notice of the vote and at least 48 hours to respond. An email approving a proposed board action is sufficient to demonstrate a board member’s consent. Any action taken via email must describe the action taken and will be recorded in the “meeting” minutes.

A regular meeting of the Board of Directors shall be held at least bimonthly except that no regular meeting shall be held in the months of July and August.  The Board shall make every effort to agree upon dates, locations and times for its regular meetings by June of each year, for the next 11 months, and prominently post that meeting schedule on any website of the Association.  The determination of the time, date and place for regular meetings shall be by consensus of the Board of Directors. If necessary, the Board may cancel a regularly scheduled meeting with a simple majority vote of those Board members reasonably reachable by email or telephone.

Meetings of the Board of Directors shall be presided over by the President of the Association or, in his or her absence, by the Vice President of the Association, or in his or her absence by a Chairperson chosen by a majority of the directors present at the meeting.  Any member of the Association may attend a regular meeting of the Board of Directors, if space permits.  

Section 2.  Annual Meeting

The regular meeting of the Board in May of each year shall be the annual meeting of the voting and non-voting members of the Association.  The business of the Association to be conducted at each annual meeting shall include the election of a representative from each residential complex in Fort Lincoln to the Board of Directors in accordance with Article VII, and the presentation of an annual report by the Board of Directors and the Treasurer.

The Annual Meeting may be conducted, in whole or in part, by teleconference or videoconference provided reasonable measures are taken to permit all members not physically present to hear and/or see the proceedings concurrently.  The Board of Directors may adopt special rules of order for the conduct of such meetings to provide for proper notice, verifying membership, assignment of the floor and debate, voting, and any other procedures necessary for an orderly meetin

Section 3.  Special Meetings

A special meeting of the Board of Directors be held at the request of (1) the President, or (2) five members of the Board of Directors, or (3) fifty Class I voting members, at a designated date, time and place.  Only such business may be conducted by the Board as the notice of the meeting specifies.  No special meeting shall supersede a regular meeting.

Section 4.  Quorum

At all meetings of the Board of Directors, not less than three Board members shall constitute a quorum for the conduct of business.  At the Annual Meeting of the Association a quorum shall consist of 10 of the voting members of the Association.  Attendance by Association members and members of the public will be recorded on an attendance list to be filed with the meeting minutes.

Section 5.  Notice of Meeting

In addition to the posted meeting schedule on the Association’s website for all to see, the Secretary shall remind or notify, by email or by any other affordable method reasonably calculated to provide actual notice, the members of the Board of the date, time and place of any regular or special meeting.

Section 6.  Manner of Voting

The voting on all questions by the Board of Directors or Association usually shall be by email, voice vote or by a show of hands and the results shall be entered in the minutes.  Each voting member shall be entitled to one vote at the Annual Meeting.  Secret balloting, including email, shall be used to elect members of the Board of Directors (refer to Article VII, Section 1) and for special purposes as may be designated by the Board. Election shall be won by plurality.

ARTICLE VI. Board of Directors and Officers

Section 1.  Composition

There shall be a governing Board of Directors of no more than twenty persons, who shall exercise their powers and perform their duties in accordance with these Bylaws.  The Board of Directors shall consist, to the extent practicable, of two persons appointed by the Mayor of the District of Columbia to two year terms (should the Mayor elect to make those appointments) and one resident from each of the following extant Fort Lincoln residential complexes, and other Ft. Lincoln residential complexes as they are built: (1) Cannon Village Condominiums-Condo 1, (2) Hillside Village Condominiums-Condo 2, (3) Summit Village Condominiums-Condo 3, (4) Ft. Lincoln Senior Apartments, (5) The Vicksburg Apartments-Senior Village 1, (6) The Gettysburg Apartments-Senior Village 2, (7) The Petersburg Apartments-Senior Village 3, (8) Maple View Condominiums-Condo 4, (9) Pineview Court Condominiums-Condo 5, (10) Washington Overlook Apartments, (11) Wesley House Senior Apartments, (12) Dakota Crossing Townhomes and (13) The Villages at Dakota Crossing Townhomes.  The Directors shall remain in office until replaced.

At their June meeting, or as soon thereafter as practicable, the Board of Directors shall elect four officers from among their number: a President, Vice-President, Secretary, and Treasurer.  These officers shall be responsible for the day-to-day operations of the Association. The chairperson of the Nominating Committee (see Article VII, Sec. 8) shall conduct the election of officers.

The Board of Directors shall set policies and exercise oversight over all officers, committees and activities of the Association in accordance with the provisions of these Bylaws.  Each mayoral appointed member and Ft. Lincoln homeowner or renter member of the Board of Directors shall be entitled to one vote at meetings of the Board of Directors.

The Advisory Neighborhood Commissioner(s) representing Fort Lincoln residents shall be invited to accept an ex-officio, non-voting position on the Board of Directors, unless a majority of the Board votes, or it was determined prior to January 1, 2012, that an ANC Commissioner does not or has not supported the objectives of the Association.

No Director shall receive compensation for any services rendered to the Corporation as a Director.  However, if the Board’s budget provides, any Director may be paid a reasonable stipend for expenses incurred in the performance of his or her duties (including attendance at meetings), as the Board may prescribe from time to time by resolution.

Members of the Board of Directors are expected to avoid even the appearance of a personal conflict of interest with business brought before the Board for discussion or action.  Therefore, members of the Board of Directors shall recuse themselves from involvement in any decisions where a conflict of interest might appear to exist.

Section 2.  President

The President shall be the administrative head of the Association. With the approval of the Board of Directors, the President shall appoint all chairpersons of committees and shall be an ex-officio member of all committees except the Nominating Committee. The President shall have the general supervision of all the officers of the Association and the chairpersons of its committees and shall perform all duties incidental to the office, including signing all contracts or designating a person to do so, as well as those other duties that are required to be performed by these Bylaws and those that are properly delegated by the Board of Directors.

The President shall sign, along with the Treasurer, all checks and orders for payment of money by the Association that exceed $500, if the expenditure was included in the budget approved by the Board of Directors.  If necessary, separate checking accounts shall be opened for that purpose – one requiring the treasurer’s signature (for $500 or less) and one requiring both the president and the treasurer’s signatures (for $501 or more).  The President, alone, shall open all mail containing bank statements for Association accounts.  Thereafter, the President shall initial and promptly forward the bank statement to the Treasurer.

The President shall see that all orders and resolutions of the Board of Directors are carried into effect.

In the event of the resignation, absence or disability of the President (a determination that may be made by a majority of the Board of Directors at a meeting called for that purpose), the Vice-President shall perform the duties and exercise the powers of the President until the vacancy has been filled by an election at the next Annual Meeting.

Section 3. Vice President

The Vice President shall serve as an ex-officio member of all committees, and shall have such other powers and duties as may be prescribed by the Board of Directors or by the President. 

In the event of the resignation, absence or disability of the Vice President (a determination that may be made by a majority of the Board of Directors at a meeting called for that purpose) the position shall be filled by a majority vote of the Board of Directors until a new election is held at the next annual meeting.

Section 4.  Secretary

The Secretary shall attend all meetings of the Board of Directors and Association; shall record all votes; and shall take minutes of all proceedings; provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting. The minutes of each Board meeting shall be posted on the website of the Association.  

The Secretary shall maintain a file of all official records and correspondence of the Association, making them available to the Board of Directors and voting membership in the conduct of Association business. 

The Secretary shall endeavor to post prior notice of all Board of Directors and Association meetings on the common mailboxes, if any, of each Fort Lincoln housing cluster.

In the event of the resignation, absence or disability of the Secretary (a determination that may be made by a majority of the Board of Directors at a meeting called for that purpose) the position shall be filled by a majority vote of the Board of Directors until a new election is held at the next annual meeting.

Section 5.  Treasurer

The Treasurer shall keep or cause to be kept all the books and accounts of all the financial transactions of the Association. The Treasurer shall render to the Board, or cause to be rendered, whenever requested, statement(s) of the financial condition of the organization and all of his or her transactions as Treasurer.

The Treasurer, alone, shall be authorized to disburse funds in an amount up to $500, if the expenditure was included in the budget approved by the Board of Directors.  Only the Board of Directors shall be authorized to permit expenditures not included in the approved budget or amounts that exceed the budgeted amount by more than 10%.  The Treasurer, along with the President, shall sign all checks and orders for payment of money by the Association that exceed $500.  Requests for Association funds must be submitted in writing on a FLCA Payment Request Form (voucher) that shall be developed and/or maintained by the Treasurer.  The Treasurer, along with the President, must approve all such requests prior to payment.

In the event of the resignation, absence or disability of the Treasurer (a determination that may be made by a majority of the Board of Directors at a meeting called for that purpose) the position shall be filled by a majority vote of the Board of Directors until a new election is held at the next annual meeting. A vacancy in this position shall, if practicable, cause an audit of the Association’s records. 

ARTICLE VII.  Elections

Section 1.  Election of Non-Mayoral Appointed Board Members

The non-Mayoral appointed members of the Board of Directors shall be elected by voting membership by a plurality vote at each annual meeting and take office immediately upon the conclusion of the annual meeting.  Voting shall be by secret ballot.  Voting members who reside in one of the Ft. Lincoln residential areas (see Article VI, Section 1) shall only vote for a single Board member candidate who resides in their residential area.  If there is only one candidate for any vacancy on the Board of Directors, the Secretary may be directed by a voice vote of the voting members present to cast a ballot for the full number of votes at the meeting for said nominee, whereupon the President shall declare him or her elected by acclamation.

Section 2.  Eligibility

Any natural person who owns residential property or resides within the Association’s boundaries, as designated by these Bylaws, and who is at least eighteen years of age by the date of the Annual Meeting shall be eligible for election to the Board at the Annual Meeting; PROVIDED he or she supports the objectives of the Association as set forth in Article III of the Bylaws, and any resolution of the Association’s Executive Board.

Section 3. Term of Office

Election to the Board shall be for one year. 

Section 4.  Appointment by the Mayor

Members of the Board, if any, appointed by the Mayor shall serve for terms of two years expiring at the conclusion of the second annual meeting of the Board following said member’s appointment to office.

Section 5.  Reelection

Ft. Lincoln Board members who reside in or own property in Ft. Lincoln shall be eligible for reelection at the annual meeting. 

Section 6.  Resignation

Any officer may resign his or her office and any Board member may resign his or her Board position at any time by giving written notice to the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein.

Section 7.  Filling of Vacancies

In the event of a vacancy in the office of the President, the Vice-President shall assume the Presidency in accordance with Article VI, Section 3.  In the event of a vacancy in any other office or Board position, any such vacancy shall be filled by majority vote of the Board of Directors, using any criteria individual Board members believe appropriate, until such person shall have been duly elected as provided for in Articles VI and VII, If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the Directors then in office or by a sole remaining Director. 

A Board position may be deemed vacant, by a vote of a majority of the Board members at a meeting called for that purpose, after providing the Board member in question with reasonable notice of the proposed vacancy and an opportunity to be heard at the meeting called for that purpose.

Section 8.  Election Procedures at Annual Meeting

Prior to the Annual Meeting the President of the Association may appoint a special committee, known as a Nominating Committee, subject to majority approval at a meeting of the Board of Directors. The Nominating Committee will be knowledgeable about the Bylaws of the Association; receive names of nominees for the Board and verify the eligibility of the nominees; prepare ballots and conduct the election; certify results of the election and safeguard all records regarding the election; and present final results of the election to the Association.

Nominees for Board membership may also be proposed by any voting or non-voting member at the Annual Meeting; provided the nominee meets the requirements for Board membership (Article VII, Section 2), is present and accepts the nomination.

ARTICLE VIII. Committees

Section 1.  Types of Committees

The Association will have two types of committees: (a) standing, which have a continuing existence; and (b) special, which cease to exist when they have completed a specified task, or in May (unless reestablished).

Matters of general concern to the Association shall, if time permits, first be referred to an appropriate committee by the Board of Directors for consideration and recommendation to the Board.

Section 2.  Committee Composition

Each committee shall have a minimum of one and a maximum of seven FLCA voting members, including a Chairperson who shall be appointed by and serve at the pleasure of the President. The Chairperson of each Committee shall appoint the remaining FLCA voting members of the Committee, with the advice and consent of the President. Additional persons may be invited by the Committee to participate in meetings, but shall not have a vote on the Committee.

Section 3.  Scope of Responsibility

By September 1 of each year each committee chair shall submit a written report of its anticipated activities, revenue and expenses to the Finance/Fundraising Committee for review and appropriate action. 

Committee reports shall be based on discussion and approval by a majority of its members. 

Each committee shall endeavor to monitor legislation, regulations and policies that are proposed, enacted or adopted by local, regional or federal governmental bodies that affect or concern the Committee purview.

Committees shall carry out duties as specified in the Bylaws and other related tasks as identified by the Board of Directors or assigned by the President.

Section 4.  Standing Committees

1. Executive Committee

An Executive Committee composed of 6 members of the Board of Directors may be appointed by the Board in such manner and subject to such regulations as it may decide by Resolution, which Committee shall have and may exercise all the powers of the Board of Directors which may be lawfully delegated when the Board is not in session, subject to such limitations as may be provided in the Bylaws or by resolution of the Board.

2. Finance/Fundraising Committee

The Finance/Fundraising Committee shall, by September 7th of each year: (1) prepare and submit an annual budget for the Association and, if necessary (2) prepare a plan for obtaining the money to fund the annual budget (including coordinating an annual “Ft. Lincoln Spring/Fall Home Tour”), for review by the Board of Directors no less than 10 days prior to its consideration. The budget and revenue raising plan must be approved by a majority of the Board of Directors. 

C.  Communications

The Communications Committee shall make recommendations and conduct approved activities and programs to promote the Association and its concerns, objectives and policies through a website, publications, special activities and other means. 

4. Public Safety & Emergency Management

The Public Safety Committee shall be responsible for advising and assisting the Board in promoting and preserving the safety and security of the community, and shall provide liaison to the Police, Fire, and Transportation Departments, Metro and other agencies and community groups involved in public safety.

5. Road, Grounds and Recreation

The Roads and Grounds Committee shall monitor traffic, roads, sidewalks and landscaping around and throughout the Fort Lincoln residential areas, and make recommendations to the Association for visual improvements to enhance property values.  This committee shall also make recommendations to the Association concerning the development of policies, programs and activities to encourage, maintain, develop and improve recreation facilities and services for the Fort Lincoln community. 

6. Public Health 

The Public Health Committee shall monitor and advise the Board on services, programs and policies involved in the delivery and maintenance of public health in the Fort Lincoln community.

7. Education

The Education Committee shall be responsible for assessing the interests and needs of Fort Lincoln residents concerning educational services, issues and programs, and shall maintain liaison and consult with schools, Parent-Teacher Associations, and other groups involved in education.

8. Planning and Zoning

The Planning and Zoning Committee shall review and make recommendations to the Board concerning proposals and plans for private or public development in and adjacent to the Fort Lincoln community.

9. Senior Affairs

The Senior Affairs Committee shall make recommendations to the Board concerning the development of policies and programs, and conduct approved activities, for senior-citizen residents of the Fort Lincoln community.

10. Youth

The Youth Committee shall develop and make recommendations to the Board concerning policies and programs, and conduct approved activities for youth in the Fort Lincoln Community.

ARTICLE IX. Amendments

The Association reserves the right to amend, alter or repeal any provisions contained in the Bylaws at any meeting of the Board of Directors by a two-thirds vote of those Board members present at said meeting (by proxy or in person) and entitled to vote, provided that written notice of the existence of any proposed amendment has been circulated widely within the Association’s boundaries and the amendment(s) is available for inspection with the Association’s Secretary or on the Association’s website, at least thirty days prior to the meeting.

ARTICLE X.  Parliamentary Authority

All meetings of the Board and Association shall be conducted in a manner that allows speakers a reasonable opportunity to be heard without interruption, when recognized by the chair, and yet allows the meeting to be efficiently run and concluded.

At the regular meetings of the Board, the following shall be the standard order of business:

1. Call to Order

2. Reading and Approval of Minutes of the Previous Meeting

3. Communications

4. Special Guest(s)

5. Report of the President

6. Report of the Treasurer

7. Committee Reports

8. Unfinished Business

9. New Business

10. Adjournment

These Bylaws were adopted by 2/3rds vote during a duly constituted meeting of the Fort Lincoln Civic Association on

April 18, 2001.

Revised: October 7, 2004; 

May 18, 2012; 

April 29, 2021

December 16, 2021