MCA Bylaws Committee Recommends Changes

As a result of the recent merger with Moms of Mantua, the MCA Membership approved a bylaws change to add Board/Committee position for “Families Around Mantua” in October 2025.  As part of the merger discussions, President Matt Mullin appointed a committee to draft the necessary bylaws revision, and to review the bylaws and propose any other revisions they deemed appropriate. The committee is composed of Transportation / Infrastructure Chair Larry Good and Vice President Maryanne Culpepper. 

The MCA most recently made bylaws revisions in December 2023 and in October 2025.

At the January 2026 meeting of the MCA Board, the Board reviewed and amended the changes recommended by the drafting committee. The MCA Board is proposing both substantive and perfecting changes.

The MCA Board now asks for the membership’s vote on whether to adopt these changes. To see a full version of the redlined bylaws, you may access them here on Mantua.org. 

Members can vote now through March 19th. 

SUBSTANTIVE CHANGES

1. Term of Officers (Article IV, Section 3) – change from two one-year terms to two year terms, with the option for the Board to extend.  We looked at similar associations with terms longer than one-year and concluded one-year terms are insufficient for development and implementation of new ideas and programs. For example, the MCA budget process follows a calendar year (ie, January-December), but the term of officers begins in July, so one-year terms do not allow officers to see a budget through to completion. One-year terms result in churn of officers, who are difficult to recruit, while Board oversight can balance the actions of officers who do not perform as desired. This change also standardizes how long each officer may serve, as the current bylaws have different term limits for the Treasurer versus other officers. 
2. Nominating Committee (Article IV, Section 5) – change from membership vote to appointed by the President and approved by  the Board.  This change is recommended to create a process to fill the committee if insufficient volunteers can be found at our March Membership meeting, as has been the case in previous years. Nominations are still accepted from the floor, but should insufficient volunteers be found at the meeting, the President & Board may appoint and approve the Nominating Committee.
3. Assignment of Duties (Article IV, Section 6a) – restrict assignment of duties by the President to a Board Member, not all members of the MCA.  
4. Storage of Records (Article IV, Section 6c) – (Secretary) Maintains and stores or arranges for accessible storage of the records and archives of the Association.

With the recent discontinuation of the expense for a storage unit, this section assigns the secretary the responsibility to arrange for storage of MCA records.

1. Officer Removal from Office (Article IV, Section 7) – An officer may be considered for removal from office upon written complaint of ten (10) or more members and approval by a two-thirds vote of the Board.  Changed from three-fourths.
2. New Board Position and Changes in Committee Titles (Article VII, Section 1) Changes “Community Engagement” to “Communications.”  Changes “Parks and Environment” to “Parks.” Changes “Community Enhancement” to “Landscaping.” These changes were recommended to clarify the duties and expectations of each role. 
3. Removal from Office (Article VII, Section 4) – A Board member other than an officer may be considered for removal from office upon recommendation by the President and approval by a two-thirds vote of the Board.  Adds a procedure for removing Board members for reasons other than missing meetings.
4. Bylaws Amendments Approval (Article IX) – Amendments by majority, not two-thirds approval.  The drafting committee recommended that a majority vote would provide the membership with more flexibility to adjust governing structure in the future. 

PERFECTING CHANGES

Article IV, Section 1 and 2 – Move requirement for officers to be owners from Section 1 to Section 2, which discusses eligibility.

Article IV, Section 5 – (1) change the wording of the interaction between the Board and Membership regarding nominations of officers and (2) allow electronic voting “in addition to” election at a physical meeting (not just “instead of”).

Article IV, Section 6a,6 – Change “emergency” » to “time sensitive” decisions.

Article VI, Section 3 –(1)  Monthly meetings of the Board – change to September through June instead of August to June. (2) Move removal provision to Article VII, Section 4.

Article IX – change in language for notice of proposed bylaws changes from “within” to “at least” 14 days prior to the meeting.

Policies and Procedures – 2b – (1) change from 14 to 15 committees, (2) changes in committee names to conform to revised Bylaws Article VII, Section 1, and (3) clarification of title and role of Traffic and Infrastructure Committee.