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Belvedere Park Neighborhood Association

Bylaws

May 2016


Edited by M. Rossoto

5-10-2016

 


 


Belvedere Park Neighborhood Association Bylaws


(DRAFT 05/10/2016)


 



Table of Contents


ARTICLE I:  NAME. 4


ARTICLE II:  PURPOSE. 4


ARTICLE III:  BOUNDARIES. 4


ARTICLE IV:  MEMBERSHIP. 4


Section 1. Eligibility. 4


Section 2. Consent. 4


Section 3. Dues or Fees. 4


Section 4. Voting. 5


Section 5. Member Powers. 5


ARTICLE V:  BOARD OF DIRECTORS. 5


Section 1. Number and Composition of Board Members. 5


Section 2. Eligibility for Board Service. 5


Section 3. Terms of Office and Term Limits. 5


Section 4. Removal 5


Section 5. Board Vacancies. 5


Section 6. Powers and Duties of the Board. 5


ARTICLE VI:  OFFICERS. 5


Section 1. Titles and Eligibility. 5


Section 2. Terms of Office. 5


Section 3.  Vacancy. 5


Section 4. Duties of Board Officers. 6


a.     President/Chair. 6


b.     Vice-President/Chair. 6


c.     Secretary. 6


d.     Treasurer. 6


ARTICLE VII:  COMMITTEES. 6


Section 1. Establishment of Committees. 6


Section 2. Advisory Committees. 6


Section 3. Committees with Board Authority. 6


Section 4. Limitations on Committees with Board Authority. 6


ARTICLE VIII:  MEETINGS. 7


Section 1. Membership Meetings. 7


a.     Annual Meeting. 7


b.     Regular (or General) Membership Meetings. 7


c.     Special Membership Meetings. 7


Section 2. Board Meetings. 7


a.     Regular Board Meetings. 7


b.     Special Board Meetings. 7


c.     Emergency Board Meetings. 7


Section 3. Setting Meeting Agendas. 7


a.     Board Meetings. 7


b.     Membership Meetings. 7


c.     Committee Meetings. 8


d.     Amending the Agenda. 8


Section 4. Calling a Meeting. 8


a.     Board meetings. 8


b.     Membership meetings. 8


c.     Committee meetings. 8


d.     Cancelling a Meeting. 8


Section 5. Deliberation and Decision Making. 8


ARTICLE IX:  ELECTIONS. 9


Section 1. Annual Election. 9


Section 2. Election of Officers. 9


Section 3. Voting Eligibility. 9


Section 4. Nomination Process. 9


a.     Nomination Committee. 9


b.     Nomination from the Floor at the Annual Election. 9


c.     No Write-in Votes. 10


Section 5. Voting Process. 10


ARTICLE X:  GRIEVANCE PROCESS. 10


Section 1. Other Forms of Conflict Resolution are Encouraged. 10


Section 2. Eligibility to Grieve. 10


Section 3. Filing a Grievance. 10


Section 4. Initial Review and Response. 10


Section 5. Grievance Committee. 10


Section 6. Board Action. 10


ARTICLE XI:  INDEMNITY. 11


ARTICLE XII:  CONFLICT OF INTEREST. 11


ARTICLE XIII:  NON-DISCRIMINATION.. 11


ARTICLE XIV:  AMENDMENT OF BYLAWS. 11


Section 1. Notice. 11


Section 2. Adoption. 11


 



 


 


ARTICLE I:  NAME

 

The name of the organization shall be Belvedere Park Neighborhood Association.

 

ARTICLE II:  PURPOSE

 

The purposes for which this association is organized are:

a) To consider and act on issues that affect the livability and quality of the neighborhood;

b) To provide an open process by which all members may involve themselves in the affairs of the neighborhood;

c) To take positions in matters of civic interest, and promote those positions in communications;

d) To inform residents of events or plans affecting the neighborhood;

e) To establish and maintain open lines of communication with other organizations, such as other neighborhood associations, and city, county, regional, and state government agencies; and

f) For such other purposes as are approved by the Board of Directors (Board) or membership.

 

ARTICLE III:  BOUNDARIES

 

The boundaries of the association shall be defined as:

 

o   The boundaries shall be set as Memorial Drive between Line Street and Columbia Drive; Columbia Drive from Memorial Drive to Glenwood Road; Glenwood Road to Santa Cruz; Santa Cruz to San Jose to Capistrana to San Gabriel Avenue to Santa Monica Drive to Carter Road to Fairlee Drive; Fairlee Drive to Line Street to Memorial Drive; including Melanie Court. Shoal Creek Park I shall be included as within the boundaries of the association.

 

ARTICLE IV:  MEMBERSHIP

 

Section 1. Eligibility. All residents, property owners, and individuals who hold a business license located within the boundaries as defined by these bylaws are eligible to be a member of the association.

Section 2. Consent. An eligible person shall become a member of the association by providing written consent in accordance with the procedures established by the Association.  A completed application and a membership fee provide written consent.

Section 3. Dues or Fees. Annual dues are required and shall be $20 for residents, property owners and businesses. The rate for senior residents over age 65 shall be $10.

 

Section 4. Voting. Each member shall be entitled to one vote. There shall be one class of members of this Association. A quorum for voting requires 55% of members.

Section 5. Member Powers. Each member is eligible to vote for election of board directors, bylaw amendments, and dissolution or merger.

ARTICLE V:  BOARD OF DIRECTORS

Section 1. Number and Composition of Board Members. The number of directors may vary between a minimum of three and a maximum of nine.

Section 2. Eligibility for Board Service. Only members shall be qualified to hold an elected or appointed position.

Section 3. Terms of Office and Term Limits. Except for the initial adjustments of shorter terms needed in order to create staggered terms, the term of office for directors shall be two years. The board shall make provisions to stagger the terms of directors so that each year the terms of about one-half of the directors shall expire. A director may be reelected to serve additional terms. The limit of terms shall not exceed three terms.  

Section 4. Removal. Any elected or appointed director may be removed, with cause, by a majority vote of the members at a membership meeting called by the board for that purpose.

Section 5. Board Vacancies. Vacancies on the board shall be filled by a vote of the directors currently serving on the board. A member appointed to fill a vacancy shall serve until the next election.

Section 6. Powers and Duties of the Board. The board shall be responsible for managing the affairs of the association and for assuring that members are informed of business that affects them through reasonable means of notification.

 

The board must act in the best interest of the association and is bound to act according to the desire of the majority of voting Members.

 

Elected and appointed directors have the same powers and responsibilities.

ARTICLE VI:  OFFICERS

Section 1. Titles and Eligibility. The officers of this association shall be president or chair, vice president or vice chair, co-chairs, secretary, and treasurer. To be eligible to be an officer, an individual must be a member of the Board.

Section 2. Terms of Office. Officers shall serve two year terms and may be reelected for a maximum of two terms.

Section 3.  Vacancy. A vacancy in any office shall be filled by a vote of the board not later than the first regular meeting of the board following the vacancy or as soon as possible.

 

The board must delegate the duties of a vacant office to one or more directors until the position is filled.

Section 4. Duties of Board Officers.

 

a.    President/Chair: The president/chair shall be the chief officer of the association and shall act as the chair of the board. The president/chair shall: prepare the agenda for board and membership meetings, preside at all board and membership meetings; represent the position of the board and the interests of the association; act as spokesperson for the association; and serve as the public contact for the association.

b.    Vice-President/Chair: The vice president/vice chair shall perform the duties of the president/chair in his/her absence and when requested.

c.     Secretary: The secretary shall: record and maintain minutes of membership and board meetings, assist the president/chair with the correspondence of the association; maintain the non-financial files of the association; provide notice of all membership and board meetings; authenticate the records of the corporation; maintain current and accurate board and membership lists; and post approved minutes to the membership.

d.    Treasurer: The treasurer shall have overall responsibility for all the association’s funds. The treasurer shall:  maintain full and accurate accounts of all financial records of the corporation; and present financial reports at each membership and board meeting.

ARTICLE VII:  COMMITTEES

 

Section 1. Establishment of Committees. The board may establish standing and ad hoc committees as it deems necessary and desirable. Such committees may be advisory to the board or may exercise the authority of the board. Upon establishment of any committee, the board shall identify the scope of the committee’s authority and duties and the number of members and appoint the committee’s membership.

Section 2. Advisory Committees. The board may establish advisory committees as standing or ad hoc committees. Members of the association are eligible to serve on these committees. The board appoints the committee members. Advisory committees are not required to comply with open meeting, notice, quorum or public records requirements. Advisory committees may make recommendations to the board but cannot implement recommendations or projects without board approval.

Section 3. Committees with Board Authority. Any committee that exercises any of the authority of the board shall be composed of two or more directors, elected by a majority vote of all directors. All members of a committee with board authority shall be members of the association. Committees with board authority must abide by the requirements of the board regarding open meetings, notification, public records, and quorum.

Section 4. Limitations on Committees with Board Authority. Any committee action outside the approved guidelines shall be null and void. All decisions of a committee with board authority must be reviewed by the board at the next regular meeting. The board may reverse a committee’s decisions in full or in part or may remand the decision back to the original committee by a majority vote.

ARTICLE VIII:  MEETINGS

 

Section 1. Membership Meetings.

 

a.    Annual Meeting: The annual meeting of the membership shall be held each year in the month of January on a date set by the board. The business of the annual meeting shall include a report from the board on the state of the association, and the annual election of directors to the board. Notice of the annual meeting to the public must be at least 7 days in advance.

b.    Regular (or General) Membership Meetings: Regular membership meetings will be held at least 10 times a year at a regular day and time set by the board. The membership shall advise the board of current concerns and possible actions. Notice of regular membership meetings to members and to the public must be at least 7 days in advance.

c.     Special Membership Meetings: The board may call a special meeting of the membership. Notice of special membership meetings to members and to the public must be at least 7 days in advance.

Section 2. Board Meetings.

 

a.    Regular Board Meetings: The board shall meet at least 4 times a year on the 2nd Tuesday of March, June, September and December to conduct the business of the association. Notice of regular meetings of the board to the public must be at least 7 days in advance.

b.    Special Board Meetings: The president/chair may call a special meeting of the board when the timeliness of the regular meeting is insufficient to take action on particular issues. Notice of special meetings of the board to the public must be at least 3 days in advance and must identify the topics on the agenda. Direct notice to the board and individuals known to have an interest in the agenda topic(s) must be provided at least one day in advance. The board only can discuss and make decisions at special meetings on the topics on the agenda.

c.     Emergency Board Meetings: The president/chair or a majority of the board may call an emergency meeting of the board when there is insufficient time address timely business within the notice requirements of a regular or special meeting. Notice of an emergency meeting to all parties may not be less than 24 hours in advance. Direct notice to individuals known to have an interest in a particular agenda item must be provided.

Section 3. Setting Meeting Agendas.

a.    Board Meetings: Board meeting agendas shall be set by the president/chair.

b.    Membership Meetings:  Membership meeting agendas shall be set by the board.

c.     Committee Meetings:  Committee meeting agendas are set by the committee chair or committee members.

d.    Amending the Agenda: Members of the body that is meeting can amend the agenda at the beginning of the meeting.

Section 4. Calling a Meeting.

a.    Board meetings: Regular board meetings are established in the bylaws or set by board. The president/chair may call a special board meeting.

b.    Membership meetings: Regular membership meetings are established in the bylaws or by the board. The president/chair or board may call a special membership meeting.

c.     Committee meetings:  Committee meetings are scheduled by the committee chair and/or the committee members.

d.    Cancelling a Meeting: Meetings can be cancelled by the same individual who or body that called the meeting.

Section 5. Deliberation and Decision Making. Action is taken by a majority vote of those eligible to vote at a meeting. The procedures for deliberation and decision making shall be established by the Board.

ARTICLE IX:  ELECTIONS

 

Section 1. Annual Election. The members shall elect the directors at the annual election. The annual election will be held at the annual meeting during the month of January.

 

The board or president/chair will assign the following tasks to the Nomination Committee:

·       Confirm terms of office of current directors [and officers if members elect them directly]

·       Determine number of open director positions [and offices]

·       In cooperation with the board, seek eligible candidates to run for open director and officer positions

·       If not already established, develop a process for the election, including who will preside over the annual election, and submit it to the board for approval

·       Establish a process to determine, at the election, who is eligible to vote (e.g. formal membership roster, sign-in check box, presentation of formal documentation of eligibility to be a member).

·       Provide formal notice of the annual election. The notice should include:

o   Date, time, place

o   Number and type of open seats

o   Process by which a Member can declare their interest in being a candidate for a board position

o   Who is eligible to vote

o   Process by which individuals can become a member and be eligible to vote

o   Process at the election by which members will be asked to prove their member status and eligibility to vote

·       Prepare ballots and any other materials needed for the election

 

Section 2. Election of Officers. Board members shall meet after the annual meeting and, by a vote of the board, elect president/chair; vice president/vice chair; co-chairs; secretary and treasurer.

Section 3. Voting Eligibility. Current members are eligible to vote in the annual election.

Section 4. Nomination Process.

a.    Nomination Committee: The board shall create a nomination committee (a permanent, not ad hoc committee), which shall:

o   Conduct all activities listed under Article IX, Section1.

b.    Nomination from the Floor at the Annual Election. Time shall be provided at the annual meeting for members to nominate members from the floor to be added to the ballot. Nominations from the floor do not require a second. Individuals nominated from the floor must consent to be nominated.

c.     No Write-in Votes: Votes for individuals written in on ballots who have not been nominated through the designated nomination process will not be counted.

Section 5. Voting Process.

Voting at the annual election shall be by secret paper ballot and online. Online voting will begin the day after the election meeting and end at close of business (6:00pm) the second day after the election meeting.

If none of the open seats are contested, a member may make a motion from the floor to adopt the full slate of candidates by acclamation.

Election of an individual requires a majority vote of the members voting in the annual election.

Candidates do not need to be present to be elected.

ARTICLE X:  GRIEVANCE PROCESS

 

Section 1. Other Forms of Conflict Resolution are Encouraged. All parties are encouraged to resolve disagreements and disputes through one-on-one dialogue, discussions with directors and members, and/or formal mediation whenever possible.

Section 2. Eligibility to Grieve. A person or group harmed as a result of a decision of this association may file a formal grievance if they believe the action taken by the association violated a provision of these bylaws, a formally-adopted policy of the association.

Section 3. Filing a Grievance. Grievances must be submitted, in writing, to the association president/chair and/or secretary, within 45 business days of the alleged violation. A grievance must identify the date of the action being grieved and the provision of the association’s bylaws which allegedly were violated, describe how the provision was violated and how the grievant was harmed by this action, and identify the remedy the grievant is seeking.

Section 4. Initial Review and Response. The board or the board’s designee will review the proposed grievance and determine whether it meets criteria for a grievance as defined in this article. If the proposed grievance is found not to meet the criteria, the board or its designee will inform the grievant in writing of this determination and the reasons for the determination. If the proposed grievance is found to meet the criteria, the review process continues.

Section 5. Grievance Committee. If the process continues, as per Section 4, the board, or a committee designated by the board, shall offer the grievant an opportunity to present information relevant to the grievance and shall gather other relevant information. The body carrying out the review will develop its findings and recommendations and submit them to the board.

Section 6. Board Action. The board shall consider the findings and recommendations and render a decision on the grievance. The board shall notify the grievant of the board’s decision, in writing, within 60 calendar days from the receipt of the grievance.

ARTICLE XI:  INDEMNITY

 

This corporation will indemnify to the fullest extent not prohibited by law any person who is made, or threatened to be made, a party to an action, suit, or other proceeding, by reason of the fact that the person is or was a director, officer, volunteer, or agent of the corporation.

ARTICLE XII:  CONFLICT OF INTEREST

 

To protect the integrity of the association’s decision-making processes, Directors will disclose to the board any interest they have in a transaction or decision of the board that may result in a financial benefit or gain to them and/or their business, family members and/or significant other, employer, and/or close associates, and other nonprofit organizations with which they are affiliated. The director will not be present for or participate in any board discussion of or vote on the transaction or decision. All Directors are required to sign a Conflict of Interest form each year to be kept on file.

ARTICLE XIII:  NON-DISCRIMINATION

 

The association will not discriminate against individuals or groups on the basis of race, religion, color, sex, sexual orientation, gender identity, age, disability, legal citizenship, national origin, income, or political affiliation in any of its policies, recommendations or actions.

ARTICLE XIV:  AMENDMENT OF BYLAWS

 

Bylaws will be reviewed annually at a first quarter general meeting. All amendments to these bylaws must be proposed in writing. Amendments may be proposed by the board or by a petition signed by a majority number of members and presented to any board officer.

 

The board shall submit proposed amendments to the members for a reading at a general meeting. The board shall schedule a vote on the adoption of the amendment(s) at a subsequent general meeting.

Section 1. Notice. Notice of a proposal to amend the bylaws, specifying the date, time and place for consideration, must be provided to all members a minimum of 30 days before the general meeting at which the amendment(s) will be voted on. The notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the bylaws and shall contain a copy of the proposed amendment(s).

Section 2. Adoption. Adoption and amendment of these bylaws shall require a two-thirds (2/3) vote by all voting members.

 

Date Adopted: 

Previous Revisions:  No revisions to date.