ARTICLE 1 | Name
The name of this association is the Arden Oaks Neighborhood Association (AONA).
ARTICLE 2 | Purpose
This association is an unincorporated, nonprofit association organized under the laws of the State of California. The purpose of this association is to engage in any lawful act or activity for which an association may be organized under such law. Except as provided herein, the provisions of Title 3 of the California Corporations Code (Unincorporated Associations) shall govern the affairs of the association.
ARTICLE 3 | Offices
The principal office is located in Sacramento County, California. The Board of Directors may from time to time change the location of the principal office from one location to another in this county.
ARTICLE 4 | Membership
4.1 Types of Membership. There shall be one class of members in this association.
4.2 Qualifications. All individuals over the age of 18 domiciled within the area in the County of Sacramento known as the Arden Oaks Neighborhood shall be members of the Arden Oaks Neighborhood Association. The boundaries of the Arden Oaks Neighborhood are set forth in the Arden Oaks Neighborhood Preservation Area Ordinance, Zoning Code of Sacramento County 1989, section 531-10, et seq.
4.3 Dues. Membership dues in the association shall not be required, but a contribution of fifty dollars ($50.00) per household per year shall be requested. The amount of the contribution requested may be changed by the Board of Directors or by the membership at any membership meeting.
4.4 Voting Rights. Each Member shall be entitled to one (1) vote. The Board of Directors may set a record date for membership voting, which date shall not be more than sixty (60) days prior to the meeting of members. Participation in the Request for Contribution shall not be a condition to vote.
ARTICLE 5 | Meetings of Members
5.1 Place of Meeting. The meetings of members shall be held in or near the Arden Oaks Neighborhood.
5.2 Regular Membership Meetings. There shall be a regular membership meeting annually, in March. Notice shall be given to each household or shall be made by posting notice thereof in no less than five (5) conspicuous places within the Arden Oaks Neighborhood. All such notices shall be given not less than seven (7) days before each meeting and shall specify the place, day, hour of the meeting and such other matters as may be required by these bylaws.
5.3 Special Membership Meetings. Special meetings of the members for any purpose or purposes whatsoever may be called at any time by the Board of Directors or by petition of 50 or more of the voting members of the association. Notice of a special meeting of the members shall be given in the same manner as for regular membership meetings except that notice of any special membership meeting shall also specify the general nature of the business to be transacted. No matter shall be acted upon at a special meeting other than the business specified in the notice.
5.4 Quorum. A quorum to transact business at any meeting of the members shall be 25 of the voting members present in person. Proxy voting shall not be permitted. The regular members present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum.
ARTICLE 6 | Directors
6.1 Power. Subject to the limitations of the bylaws, all association powers shall be exercised by or under the authority of, and the business and affairs of the association shall be controlled by, the Board of Directors.
6.2 Number and Qualifications. There shall be fifteen (15) directors of the association. Any member is eligible to be elected as a director.
6.3 Term of Office. of Office. Directors shall be elected for a term of two (2) years or until their successor is elected. Eight directors shall be elected in even numbered years and seven in odd numbered years.
6.4 Election. The nomination committee shall present a slate of prospective directors to the directors prior to the March meeting of the members. Other nominations may be made by any member prior to or at the membership meeting where the election will be held. Voting shall be by written ballot. The ballot shall include the names of the individuals selected by the board from the slate designated by the nominating committee together with any other nominations received by the board prior to its regular meeting immediately prior to the annual meeting of members. The election shall take place at the annual meeting of members. Directors shall be elected individually and cumulative voting shall not be permitted.
6.5 Vacancies. Vacancies of the Board of Directors may be filled by the Board of Directors. Each director so appointed shall hold office for the unexpired term or until a successor is elected
.6.6 Organizational Meeting. The Board of Directors shall hold a regular meeting following the annual meeting for the purpose of organization, election of officers, and the transaction of other business.
6.7 Regular Meetings. The Board of Directors shall hold regular meetings. The board shall set a regular time, day and place of each regular meeting at the organizational meeting. The board may change the time, day or place of any regular meeting at the prior regular meeting.
6.8 Special Meetings. Special meetings of the Board of Directors for any purpose may be called at any time by the president, or if the president is absent or unable or refuses to act, then by the vice president or by any two (2) directors. Written or personal notice of the time, place and date of the special meetings shall be given to each director at his or her place of residence at least twenty-four (24) hours prior to the time thereof.
6.9 Notice of Adjourned Meeting. Notice of time, place and date of holding an adjourned meeting must be given in the same manner as a special meeting.
6.10 Quorum. A majority of the elected or appointed directors shall constitute a quorum in the transaction of business. Every act or decision done or made by a majority of the directors present shall be regarded as an act of the Board of Directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for the meeting.
6.11 Fees and Compensation. Directors shall receive no compensation for their services. Expenses of a board member approved by the board shall be reimbursed.
6.12 Removal of Directors. Removal of a director from the board may result from the failure to attend three (3) board meetings in one year. The board shall decide if after three absences removal is warranted. Any director may also be removed from office by a majority vote of regular members present at a regular meeting of the membership or a special meeting called for the purpose according to the procedure for such meetings.
ARTICLE 7 | Officers
7.1 Officers. The officers of the association shall be a president, a vice president, a secretary, and a treasurer. Only directors shall be officers.
7.2 Election. The officers of the association shall be elected by the Board of Directors annually at its organizational meeting. Each officer shall hold his or her office until he or she resigns or is removed or otherwise disqualified to serve, or his or her successor is elected and qualified.
7.3 Removal and Resignation. Any officer may be removed, either with or without cause, by a majority of the directors at any regular or special meeting of the board.
7.4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the bylaws for regular appointments to such office.
7.5 President. The president shall be the chief executive officer of the association. The president shall preside at all meetings of the members and at all meetings of the Board of Directors and all meetings of the executive committee; and shall have the general powers of duties of management usually vested in the office of president of an association; and shall have such other powers and duties as may be prescribed by the Board of Directors or the bylaws.
7.6 Vice President. The vice president shall assist the president in the discharge of his or her duties. In the absence of disability of the president, the vice president shall have all the duties and responsibilities of the president. The vice president shall have such other powers and perform such other duties as from time to time may be prescribed by the Board of Directors or the bylaws.
7.7 Secretary. The secretary shall keep a Book of Minutes of all meetings of the members, and of the Board of Directors, and shall give notice of all meetings of the members and of the Board of Directors as required by the bylaws. The secretary shall maintain a membership roster showing the names and addresses of all current members. The secretary shall have such powers and duties as may be prescribed by the Board of Directors or the bylaws.
7.8 Treasurer. The treasurer shall keep and maintain correct accounts of the properties and business transactions of the association. The books of accounts shall be at all times open to inspection by any director or member. The treasurer shall deposit all money and other valuables in the name and to the credit of the association or one of its committees, shall render to the president and the directors, whenever they request it, an account of all transactions and of the financial condition of the association or its committees. The treasurer shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the bylaws.
ARTICLE 8 | Committees
8.1 Authority of Committees. Committees of the board shall be standing or special. Each committee shall exercise such power and carry out such functions as are designed by these bylaws or as delegated by the board from time to time. Except as described below, such committees shall be advisory only and subject to the control of the board. A majority of the members of the committee shall constitute a quorum at any meeting of the committee. Each committee shall meet as often as necessary to perform its duties. The chairman of each committee shall prepare a brief synopsis of committee activities and submit it to the secretary within one week.
8.2 Appointment of Committees. The chairman and members of each committee, except as herein provided, shall be appointed annually by the president subject to approval by the board. Vacancies in any committee shall be filled for the unexpired portion of the term in the same manner as provided in the case of original appointment.
8.3 Standing Committee. Standing committees shall consist of the Community Services Committee, Executive Committee, Neighborhood Preservation Area (NPA) Committee, Nominating Committee, Security Committee, and Strategic Planning Committee. Establishment of any new standing committees requires an amendment to these bylaws.
8.4 Community Services Committee. The Community Services Committee shall be assigned the following:
8.5 Executive Committee. The Executive Committee shall be assigned the following:
8.6 Neighborhood Preservation Area (NPA) Committee. The NPA Committee shall be assigned the following:
8.7 Nominating Committee. The Nominating Committee shall present a slate of prospective directors to the directors prior to the annual meeting of the membership. The Nominating Committee shall comprise at least five (5) members, at least one of whom shall be a director, while the others shall be members of the association appointed by the Board of Directors.
8.8 Security Committee. The Security Committee shall be assigned the following:
8.9 Strategic Planning Committee. The Strategic Planning Committee shall be assigned the following:
8.10 Special Committee. The president may appoint special committees with the approval of the Board of Directors. A special committee shall perform the function specified by the board and shall stand discharged upon completion of those functions.
ARTICLE 9 | Miscellaneous
9.1 Commercial Paper. All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness, issued in the name of or payable to the association, shall be signed or endorsed by such person or persons and in such a manner as, from time to time, shall be determined by a resolution of the Board of Directors.
9.2 Contracts. The Board of Directors, except as otherwise provided in these bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the association, and this authority may be general or confined to specific instances; and, unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the association by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.
9.3 Indemnity; Insurance. To the fullest extent permitted by law, this association shall indemnify its directors, officers, agents and employees, including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any proceeding, including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section.
This corporation shall have the right, and shall use its best efforts, to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, to cover any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising from the officer’s, director’s, employee’s, or agent’s status as such.
ARTICLE 10 | PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, shall govern the association in all cases to which they are applicable and in which they are not inconsistent with these bylaws, the Unincorporated Association law, and any special rules of order the association may adopt.
ARTICLE 11 | AMENDMENTS
11.1 Power of Members. New bylaws may be adopted or these bylaws may be amended or repealed by a majority vote of members present at any regular or special meeting called for that purpose with prior notice. These bylaws may also be amended by mail with majority approval of ballots returned by voting members.
11.2 Power of Directors. Amendments to the bylaws may be proposed by a majority vote of the Board of Directors.
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