HILLTOP NEIGHBORS
ASSOCIATION
(proposed) By-Laws
Approved by the Board of Directors on _________________
Mission: The Hilltop Neighbors Association is a non-profit, unincorporated association dedicated to crime prevention (Neighborhood Watch), emergency preparedness (Community Emergency Response Team), and the general improvement of the quality of life of the residents.
Article I.
Purpose:
The Goals and
Objectives of the Hilltop Neighbors Association are as follows:
1. Protect the health and safety of neighborhood residents.
2. Support the neighborhood CERT (Community Emergency Response Team)
3. Develop and promote community spirit and unity.
4. Improve and sustain the community’s quality of life.
5. Secure necessary and beneficial public improvements.
6. Provide a means of informing the community about residents’ rights and responsibilities.
7. Provide opportunities to interact with other community organizations, local government and public agencies.
8. Establish a forum for community discussion and action.
Article II.
Definition:
The Hilltop Neighbors Association, hereinafter referred to as the “Association,” is organized as an unincorporated association located within the City of Los Angeles, California. Association membership may be drawn from the area within the geographic boundaries defined as:
The area
between Centinela Ave./ Bundy Drive and Inglewood Blvd., (bordered on the north
by National Blvd. and on the south by Charnock Road.) This area will hereinafter be referred to as the
“Neighborhood.” This
area includes approximately 900 single-family residences and 500+ apartments.
Article
III. Membership:
All residents living within the boundaries defined in Article II are eligible to become members upon payment of annual dues. The Board of Directors shall determine the amount of dues per dwelling annually. Votes cast for Association business are limited to one vote per address. A resident is a member if their dues are current.
Article
IV. Board of Directors:
A. Description: The Board of Directors, hereinafter referred to as the “Board,” shall consist of at least eleven (11) and not more than fifteen (15) Directors. The Board shall not be compensated for their service. The term of office for Directors shall be two years. A quorum would be a majority of the Board.
B. Vacancies: The Board shall fill vacancies on the board due to resignation, removal, or inability to serve. Prior to a Board meeting, a Director or Officer shall notify the President that he or she will be absent from the meeting and include the reason for the absence. In the absence of such notification, the absence is presumed to be unexcused, but if such notification is given, the absence is presumed to be excused. A vacancy may be considered to exist when a Board member is absent without excuse from three Board meetings during any calendar year. Vacancies will be filled by a motion to nominate a replacement Board Member. If such a motion passes, the Board must then approve the replacement Board member with a two-thirds vote of the Board.
C. Duties: The Board shall authorize or approve all business of the Association. It shall not at any time, or for any purpose, authorize or approve the borrowing of money or the issuance of notes or other obligations, and shall not authorize or approve contracting debts beyond the current balance of funds in the Association Treasury. The Board shall not at any time, nor in any way, involve the Association in endorsing candidates for political office, nor shall it authorize or approve any Officer or member to do so in the name of the Association.
D. Liability: Neither the Members, the Directors nor the Officers shall be personally liable for the debts, liabilities or other obligations of the Association.
Article V.
Officers:
A. Positions: The Officers of the Association shall be President, at least three Vice-Presidents, Secretary, Treasurer and Newsletter Co-ordinator. Additional Officers may be identified by the Board as deemed necessary. Under certain circumstances an Officer may hold more than one position.
President: The President shall conduct meetings of the Association and the Board and represent the Association and coordinate its affairs.
1st Vice-President/ President-Elect: The 1st Vice-President/ President-Elect shall discharge the duties of the President in the absence or disability of the President, or as requested by the President or the Board, and shall become President after the next election, or if the post becomes vacant for any reason.
2nd Vice-President: The 2nd Vice-President shall co-ordinate all activities related to contacting and tracking membership
3rd Vice-President: The 3rd Vice- President shall coordinate all activities related to recruitment and support of Block Captains.
4th Vice-President: The 4th Vice-President shall act as a liasion with the Neighborhood CERT (Community Emergency Response Team).
Newsletter Editor: Responsible for producing a Hilltop Beacon newsletter at least three (3) times per year.
Secretary: The Secretary shall keep the minutes of all Board and Association meetings, maintain all Association records and assume other duties as delegated by the board.
Treasurer: The Treasurer shall have custody of all monies and properties of the Association. He or she shall be responsible for receipt and disbursement of funds and the keeping of accounts. All disbursements shall be made by checks signed by the Treasurer, President, or Vice-President, and subject to the prior approval of the Board.
B. Term of office: The terms of office for all officers of the Association shall be for two calendar years. All officers of the Association may run for consecutive terms of office, without limit. All terms of office may be terminated prior to the conclusion of the two-year term in the event that an officer is removed from office through resignation or disqualification. Disqualification of officers of the association occurs when the officer no longer resides in the association area or is found to have been quilty of misconduct.
Article
VI. Elections:
By January 15 of each odd numbered year the President shall appoint a Nominating Committee of three or more members to solicit nominations from the Board and the community. No less than three weeks before the elections a call for nominees will be printed in the Hilltop Newsletter. The Nominating Committee will be responsible for obtaining nominees’ permission to be placed on the slate. Any dues-paying, adult member (over the age of 18) currently residing in the Neighborhood may be nominated. The Nominating Committee shall prepare a ballot listing the names and a brief statement by each of the qualified candidates.
An Association meeting will be held where candidates will be given an opportunity to make brief statements to the membership and answer questions. At this meeting, any member who has paid their dues shall be qualified to vote. Voting will be limited to one vote per address. Ballots will be made available to members attending the Association meeting. A simple majority of members who are present and those who have turned in absentee ballots shall determine any election. The newly elected Board shall assume office at the following Board meeting.
Within thirty days of the General Association meeting when the elections are held, a Board Meeting will be held at which time the Board will elect the Officers of the Association. A simple majority will determine the election. Any Board member may place a name in nomination and any board member may be elected to any office. The President and Vice-Presidents must be members of the Board; however the board shall reserve the option of electing a Treasurer and Secretary who are members of the Assocation, but need not be members of the Board. Should this occur, such Officers will not be voting members of the Board.
Article VII.
Removal From Office:
Any Officer may be removed by a vote of two-thirds (2/3) of the Board at any time. Any Officer may resign at any time by giving written notice to the Board.
Any Officer or Director may be recalled at any Association meeting by a two-thirds vote of members present and eligible to vote, provided that a petition for such a recall, signed by not less than twenty-five Association members, has been presented to the Board. The President shall, within fifteen days after receipt of any such petition, cause a written notice to be sent to all members of the Association. This notice should advise members of the petition to recall, and call for a General Association meeting to vote on the recall, which should be held not less than ten nor more than thirty days after delivery of such notice.
Article VIII:
Amendment:
The By-Laws may be amended and changed by a motion for amendment being approved by a two-thirds vote of the Board.
Article IX:
Meetings:
The President shall call a minimum of three Board meetings and one Association meeting annually. A Board meeting shall be convened one to three weeks in advance of any Association meeting. The Board shall meet upon call of the President or of any four other members of the Board.
Board meetings shall be open to Association members but participation in the business of the board meetings shall be limited to board members except at the discretion of the President. The Board reserves the right to call an Executive Session, restricted only to Board members. All Association members shall receive 14 days’ notice of pending Board meetings.
All business transacted at Board meetings shall be approved by an absolute majority vote of active Board members, who are present and eligible to vote except as provided elsewhere in these By-Laws. The rules contained in Robert’s Rules of Order shall govern meetings of the Association in all cases for which they are applicable and except as modified by these By-Laws.
Board decisions may be made by e-mail vote. Any issue decided by this procedure will require approval by an absolute majority of the Board.
The President, with the approval of the board, shall call Association meetings. Notice of such meetings must be delivered by e-mail, mail or hand delivered to the homes of all members not less than five nor more than twenty days in advance of the meeting. All Association meetings shall be open to the general public, but non-members shall not be entitled to vote or participate in the business of the meeting except at the explicit invitation of the President
Article X.
Committees:
The Board of Directors shall have the power to form or dissolve committees by majority vote for whatever goals or objectives it deems necessary, so long as these are within the purposes and objectives of the association. The Board shall define and approve the duties and activities of each committee. A Chairperson, who will be appointed by the Board, shall head each committee. The Chair must be an active member of the Association, and could be a member of the Board. Each Committee Chair will be expected to attend and report to the Board at each Board meeting. If the Chairperson is unable to attend, they must arrange to have a qualified committee member appear in their absence.
The terms of Committee Chairpersons and Committee members shall be the same as that of the appointing President, or if specifically job related, until that job is completed.
Article XI.
Records:
All minutes, election records, and other official records of the Association shall be made available for the inspection of any member upon demand.
Article XII.
Dissolution:
In the event this Association is dissolved, any funds or property of the Association at the time of dissolution shall be donated to a community charity(s) at the Board’s discretion and with the approval of a majority of members voting at an Association meeting.