Bylaws

Article I. The Name and Offices of the Association

 The name of this organization will be Greater San Antonio Community Association (the Association).

Article II. The Purposes of the Association

This 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:

  1. Work with community residents to stimulate and encourage community responsibility
  2. Collect and disseminate information of interest to residents
  3. Act as a sounding Board for the concerns and grievances of residents and as an advocate for their rights, goals, and ideas
  4. Coordinate and lend support to other community organizations and activities as appropriate
  5. Provide neighborhood services, such as a Neighborhood Watch, a Community Emergency Response Team, and occasional social events

Article III. The Membership of the Association

The 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:

  1. Modify these Bylaws
  2. Ratify or modify the policies of the Association
  3. Ratify the use of Association resources and funds 

Article IV. The Association Board of Directors

Section 1. Members of the Board of Directors

There 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 Members

The 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 Office

All 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 Board

The responsibilities of the Board include:

  1. All duties imposed on them by law and by these Bylaws
  2. Registering their contact information with the Secretary; notices of meetings via the contact information shall be valid notices of any meeting
  3. Attending all meetings at such times and places as are required by the Board or giving timely notice to an officer if not able to attend or arrive on time
  4. Supervision of all agents of the Association

Section 5. Responsibilities of the Board Officers

There 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 Members

Board 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. Vacancies

Vacancies 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 Member

Any 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

  1. The Board will meet at least four times a year, with date, time, and place specified at the previous meeting. The new Board will meet at the end of the membership Annual meeting to determine date, time, and place of the next Board meeting to elect the new officers.
  2. Meetings of the Board may be held whenever and wherever designated by the Board at a scheduled meeting.
  3. The Board may meet at other times as needed. These meetings may be called by the President or by any two Board members. Notice of special meetings must state the date, time, place, and the purpose of the meeting. Written notice of special meetings must be provided to each Board member at least three days in advance of the meeting.
  4. A majority of the members of the Board constitutes a quorum for the transaction of business.
  5. The President or the Vice-President, in absence of the President, will preside at the meeting. The Secretary will take minutes of the meeting. The conduct of all meetings will follow Robert's Rules of Order. The Board will discuss issues, and each Board member will be allowed to speak, until all who wish have spoken. After discussion ends, the Board will vote on the issue.
  6. Transactions of the Board may be conducted after the President has declared a quorum. These transactions will be official upon a majority vote.
  7. If a quorum is not present, a majority of the Board members present must adjourn that meeting to another time and place. If the meeting is adjourned, written notice of the adjournment to another time and place must be sent to all Board members.
  8. The core business of the Association, including the filing of reports to state and federal governments, must not be obstructed by lack of a majority. If the Board cannot decide on new arrangements, then the previous arrangements will continue in place.

Section 10. Coverage of Board Members

The 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 Board

Section 1. The Purpose of Committees of the Association

The 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 Committees

No committee, regardless of Board resolution, may:

  1. Take any final action in the name of the Association that requires approval of the general membership
  2. Fill vacancies on the Board or in any committee
  3. Amend or repeal the Bylaws or adopt new Bylaws
  4. Amend or repeal any resolution of the Board
  5. Appoint any other committees of the Board

Section 3. Executive Committee

The 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 Committees

The 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 Committees

All 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 Association

Section 1. Meetings of the Association Membership

The 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 Association

Section 1. Maintenance of Association Records

The Secretary and Treasurer will keep:

  1. Minutes of all meetings of Board members, of committees of the Board, and of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the proceedings of the meetings
  2. Any significant correspondence, especially from state or federal government
  3. Adequate and correct books and records of account, including accounts of its business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses
  4. A copy of the Association’s Bylaws as amended to-date

Section 2. Inspection Rights of Board Members

Each 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 Members

Each member will have the following inspection rights, for a purpose reasonably related to Association activities:

  1. To inspect at any reasonable time the books, records, or minutes of the meetings of the Membership, of the Board, or of any committee of the Board, upon written demand submitted to the Secretary of the Association by the member and for a purpose reasonably related to the member’s interests as a member of the Association
  2. Members will have any other rights to inspect the books, records, and properties of the Association as may be required under provisions of law 

Article VIII. The Finances of the Corporation

Section 1. The Fiscal Year of the Association

The fiscal year of the Association will be from January 1st through December 31st.

Section 2. Execution of Contracts and Instruments

By 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 Indebtedness

Unless 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 Accounts

All 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 Association

The 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 Bylaws

Section 1. Amendments to the Bylaws

The 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 Amendments

Notice 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.

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