Article I. The Name and Offices of the AssociationThe name of this organization will be Greater San Antonio Community Association (the Association). Article II. The Purposes of the AssociationThis is an association for the benefit of Greater San Antonio Community members (the residents and property owners) of The Crossings of Mountain View (The Crossings) and The Old Mill, within the city of Mountain View, CA. The purposes of this association follow the meaning of the Federal code for a 501(c)(4) organization. The purposes are to:
Article III. The Membership of the AssociationThe Membership will be made up of all registered residents and residential property owners in the community composed of The Crossings of Mountain View and The Old Mill, within the city of Mountain View, California. The geographic boundaries of the association might grow pending new development. The members must be eighteen or more years of age. A quorum of the general membership at any meeting will be ten percent (10%) of the general membership. A majority of a quorum of the members present at a regularly scheduled meeting may:
Article IV. The Association Board of DirectorsSection 1. Members of the Board of DirectorsThere will be a Board of Directors (the Board) made up of five members of the association, four of whom will be officers of the Association. The officers will be the President, Vice President, Treasurer, and Secretary. One of the members of the Board will be at-large. The Board may change the number of Board members by change to these Bylaws, to be ratified by the Membership. The Bylaws will maintain an odd number of Board members. Section 2. Selection of the Board MembersThe current Board will select a committee from among its members to identify candidates for Board positions that are or will be vacant. A nomination form will be sent to the association’s membership by the election committee 30 days before the election (at the same time as the election is announced). Those wishing to run as candidates should be members of the Association, should submit their name, their address, and a paragraph indicating what they would like to accomplish as a board member. The nomination form will briefly describe the goals and activities of the association, linking if appropriate to the bylaws, and noting that the board meetings are held nominally four times a year. The list of candidates and their paragraphs will be sent by e-mail or by other means to the association membership at least fifteen days before the Annual Meeting of the Association. At the Annual Meeting, the Membership will select a committee composed of three members who are not incumbents or running for board positions that will conduct the election and count the absentee votes. The committee will be made up of volunteers attending the annual meeting. New board members will be elected by the combined members voting at the Annual Meeting and the absentee ballots. Each member can vote for as many candidates as there are vacant Board positions, one vote per candidate. The candidates with most votes will fill the open positions. In case of a tie, a second vote to break the tie will be held at the meeting. Write-in candidates are allowed, but they must be members of the association to be elected. Absentee ballots will be allowed. A list of candidates will be sent out to the membership 15 days in advance of the election. Absentee ballots, including write-in votes for candidates not nominated, can be submitted by returning a filled out unsigned ballot. The submission procedure is to put the ballot in an unsigned envelope and put the unsigned envelope in a signed envelope with the text “Ballot for the Greater San Antonio Community Association” and the name of the voter somewhere on the envelope. The ballot in the two envelopes should be mailed or hand-delivered to the mailbox of a designated board member. Section 3. Term of OfficeAll Board members will be elected for a term of one year or until successors are duly elected. Each new Board member will assume office upon election at the Annual meeting and will hold office until the end of term. Each Board member may serve for four consecutive terms, i.e., for a total of at most four years, and then must rotate off the Board for at least one year to provide an opportunity for other Association members to serve on the Board and to keep entrenchment from occurring. Section 4. Responsibilities of the BoardThe responsibilities of the Board include:
Section 5. Responsibilities of the Board OfficersThere will be four officers of the Board: President, Vice President, Treasurer, and Secretary. The officers will be elected by the Board at the first Board meeting after the Annual meeting. The responsibilities of the officers are as follows: President The President will perform all duties of the office and any duties required by law, by these Bylaws, or determined by the Board. The President will preside at all Board and Membership meetings. In the name of the Association, the President will execute contracts and checks or other instruments that are authorized by the Board. Vice President The Vice President will preside at all Board meetings and meetings of the Membership in the absence of the President. The Vice President will perform all other duties delegated by the President or the Board. In the event of resignation, death, or disability of the President, the Vice President will become the President for the unexpired term, or during the duration of the disability. Treasurer The Treasurer will take care of the Association’s funds, supervise receipts and expenditures, present an annual statement of accounts to the Membership on the financial condition of the organization, and prepare and submit any reports required by law. The Treasurer will perform all other duties delegated by the President or the Board. Secretary The Secretary will keep minutes of the Board meetings and general meetings and will carry out all correspondence as directed by the Board. The Secretary will keep a roll of the officers, Board members, committee members, and the full Membership. The Secretary will make available all the records of the Association to any member upon reasonable request. The Secretary will gather and preserve records of the Association’s activities. The Secretary will perform all other duties delegated by the President or the Board. Section 6. Compensation of Board MembersBoard members will serve without compensation. Board members will be reimbursed for reasonable expenses incurred in the performance of their duties, after approval by the Board. Section 7. VacanciesVacancies on the Board will occur on the death, resignation or removal of any Board member, or whenever the number of authorized Board members is increased through amendment of the Bylaws. Vacancies on the Board may be filled for the remainder of the term by approval of the Board at a scheduled meeting. If the number of Board members then in office is less than a quorum, a vacancy on the Board may be filled by approval of a majority of the Board members then in office or by a sole remaining Board member. A person elected to fill a vacancy on the Board will hold office until the next election of the Board or until death, resignation, or removal from office. Section 8. Resignation or Removal of a Board MemberAny Board member may resign at any time by giving written notice to the Board or to the President or Secretary of the Association. Any such resignation shall take effect at the date of receipt of such notice. No Board member may resign if the Board would be left without at least one duly elected Board member in charge of its affairs. The Board may remove any Board member at any time, either with or without cause, in accordance with the laws of the State of California. The Board must give notice at least fifteen days in advance for a regular or special meeting, a quorum of the Board must attend, and the motion to remove a Board member must pass by a simple majority vote. Section 9. Meetings of the Board
Section 10. Coverage of Board MembersThe Board members will not be personally liable for the debts, liabilities, or other obligations of the Association, and the Board members will be indemnified by the Association to the fullest extent permissible under the laws of the State of California and the Federal government. The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of the Association or any member of the Association against liabilities incurred by the Association or by a member in the course of conducting official Association activities. Article V. Committees of the BoardSection 1. The Purpose of Committees of the AssociationThe purpose of all committees will be to assist the Board in development of policies and to assist in assessment and oversight of Association policies. All committees will report to the Board and will serve at the pleasure of the Board. Section 2. Limitations on CommitteesNo committee, regardless of Board resolution, may:
Section 3. Executive CommitteeThe Board may choose to create an Executive Committee consisting of the four officers and may direct the executive committee to assist the Board in oversight of the Association. The Board may increase or decrease, to no less than two, the number of the members of the Executive Committee and may fill vacancies on the Executive Committee from other members of the Board as needed. The Executive Committee will keep regular minutes of its actions, submit them to the Secretary, and report the minutes to the Board at the next Board meeting. Section 4. Other CommitteesThe Association may create any other committee as designated by majority vote of the Board. These committees may include both Board members and non-Board members. Such committees will act in an advisory capacity to the Board or carry out specific actions delegated by the Board. Section 5. Meetings and Actions of CommitteesAll meetings and actions of committees will be governed by these Bylaws. The agenda, time, and place of each committee meeting will be determined by that committee. The conduct of all meetings will follow Robert's Rules of Order. Article VI. Meetings of the AssociationSection 1. Meetings of the Association MembershipThe Annual Meeting of the Membership of the Association will be held in February. General meetings of the Membership may be held as appropriate. The President will preside at all scheduled meetings of the Membership. The Board will provide official notice of thirty days to the Membership of all general meetings. The Board will make every effort to ensure adequate turnout to any meeting. Article VII. The Records and Reports of the AssociationSection 1. Maintenance of Association RecordsThe Secretary and Treasurer will keep:
Section 2. Inspection Rights of Board MembersEach Board member will have the right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the Association, and will have any other rights to inspect the books, records, and properties of this Association. Section 3. Inspection Rights of MembersEach member will have the following inspection rights, for a purpose reasonably related to Association activities:
Article VIII. The Finances of the CorporationSection 1. The Fiscal Year of the AssociationThe fiscal year of the Association will be from January 1st through December 31st. Section 2. Execution of Contracts and InstrumentsBy majority vote, the Board may authorize any Board member or agent of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. Unless authorized by the Board, no Board member or agent may bind the Association by any contract or pledge to render it liable monetarily for any purpose or in any amount. Section 3. Checks and Other Notes of IndebtednessUnless specifically decided by a majority vote of the Board or as required by law, all checks, drafts on Association accounts, or other notes of indebtedness of the Association will be signed by the Treasurer and countersigned by the President. Section 4. Deposits to Association AccountsAll funds of the Association will be deposited to the credit of the Association in banks, trust companies, or other depositories selected by a majority vote of the Board. Section 5. Contributions, Donations, or Gifts to the AssociationThe Board may accept on behalf of the Association any contribution, donation, or gift for the nonprofit purposes of this Association. All gifts must be recorded with the Secretary within seven days. The Treasurer will keep track of all contributions, donations, or gifts for the purpose of filing reports with the state and federal governments. Article IX. Amendments to the BylawsSection 1. Amendments to the BylawsThe Bylaws may be amended by a majority vote of a quorum of the Members. The request of a Board member or a petition signed by at least ten members of the Association may initiate an amendment to these Bylaws. Section 2. Approval of AmendmentsNotice describing the proposed amendment to these Bylaws must be given to the Membership in advance of a general meeting where the proposed amendments will be presented. A simple majority of a quorum of the Membership voting at the general meeting may revoke the amendment, otherwise the amendment will stand. |