BYLAWS OF TAMALPAIS PARK NEIGHBORHOOD ASSOCIATION
I Principal Office
The principal office of the Association for the transaction of its business is located in Mill Valley, California.
1. The Association shall have one class of members only, and the membership, voting and other rights, interests and .privileges of each member shall be as hereinafter provided.
2. Any adult person residing in that neighborhood known as Tamalpais Park, Mill Valley, California, who has agreed to be bound by the Articles of Association and Bylaws of this Association, and has paid the annual dues, shall be eligible for membership.
3. All members shall pay equal dues in such amount as shall be determined from time to time by the Board of Directors. Each family or household residing at one address shall pay only one annual dues regardless of the number of members therein. The first annual dues for each member shall be payable in full with the application for membership. Thereafter, annual dues shall be due and payable on the First of February of each year.
The amount of dues established by the Board of Directors may be changed by vote of the majority of members entitled to vote present at any annual or special meeting of the members.
4. Membership in the Association shall be nonassessable.
5. The membership of any member of the Association shall automatically terminate (1) on written request for such termination delivered or mailed to the President or Secretary of the Association; (2) on death; or (3) sixty (60) days following receipt of mailed or personally-delivered written notice of failure to pay annual dues when they become due and payable.
6. Membership in this Association is nontransferable and unassignable.
III Meetings of Members
1. Meetings of members shall be held at such place as may be designated from time to time by the Board of Directors or in the notice of such meeting.
2. The annual membership meeting of the Association shall be·held in February of each year at a date, time and place fixed by the Board of Directors.
3. Special meetings of members shall be called by the President, by any two (2) Directors, or by ten percent (10%) of the membership.
4. Written notice of all membership meetings shall be delivered personally, or by mail, to each member, family or household at least seven (7) days prior to such meeting, and shall specify the place, date and time of the meeting, and the general nature of the business to be conducted.
5. Each family or household residing at one (1) address shall be entitled to but one (1) vote regardless of the number of members thereof. Voting shall be by voice vote, or at the request of any member, by showing of hands, except that at the discretion of the Chair the election of Directors shall be by secret ballot. Any person residing in the household of a member and having a proxy in writing from a member thereof, shall be permitted to cast the vote of such household.
6. A quorum shall consist of twenty percent (20%) of the members entitled to vote. In the absence of a quorum no business shall be transacted other than a motion to adjourn. If the meeting is adjourned for less than thirty (30) days, no notice of the adjourned meeting need be given.
1. The Board of Directors shall consist of eleven (11) members, any six (6) of whom shall constitute a quorum for the transaction of business at any meetings of the Board of Directors.
2. Directors shall be elected by the members entitled to vote present and voting at the annual meeting of the Association or, in the absence of a quorum, at the next meeting of the membership at which a quorum is present. The candidates receiving the most votes up to the number to be elected shall be the Directors.
3. The Directors shall serve from the time they are elected until· the next annual meeting of Directors and until their successors are elected.
4. It shall be the duty of the Directors:
(a) To perform any and all duties imposed on them by law, by the Articles of this Association, or by these Bylaws;
(b) To employ such agents and employees as may be authorized from time to time by the vote or written consent of a majority of the members of the Association entitled to vote and to supervise such agents and employees.
5. The Directors shall serve without compensation.
6. The entire Board of Directors or any individual Director may be removed from office by the vote or written direction of a majority of the members entitled to vote, and such vote or written direction need not necessarily be cast or given at a meeting of the membership. New Directors may be elected at the same meeting at which Directors are removed or at the membership meeting immediately following such action, and they shall hold office for the remainder of the terms of the removed Directors. If new Directors are not elected at such meeting, the vacancies shall be filled by the Board as hereinafter provided.
7. Vacancies of the Board shall be filled by a majority of the remaining Directors, though less than a quorum, except as hereinabove provided and in the absence of such action, the vacancies may be filled by a majority of the members. Persons elected to fill vacancies shall hold office for the unexpired terms of their predecessors.
8. The Board of Directors shall meet regularly each month at a place, date and time fixed by the majority of the Directors.
Special meetings of the Board may be called by the President or any two (2) Directors and shall be held at the time and place designated by the person calling the meeting.
Any and all members shall be entitled to attend any regular or special meeting of the Board of Directors.
Written notice of the time and place of meetings shall be delivered personally or by mail· at .least seven (7) days prior to such meeting. Written notice may be dispensed with if the time and place of meeting has been designated at the preceding meeting, or if written notice is waived by two-thirds (2/3) majority of the Board of Directors.
1. The officers of the Association shall be a President, Vice President, Secretary and Treasurer. Any Director of the Association is qualified to be an officer of the Association.
2. The officers shall be elected by the Directors from among their number at their first meeting at which a quorum is present following their election.
3. Officers shall serve from the time they are elected until the next annual election of officers and their successors are elected.
4. Officers shall serve without compensation.
5. Any officer may be removed from office at any time by the vote of a majority of the Directors. A replacement shall be elected to serve the unexpired portion of the term of the removed officer at the meeting at which the officer is removed.
6. Should an office otherwise become vacant, it shall be filled by the Directors at the next regular or special meeting at which a quorum is present following the vacancy and the replacement(s) shall hold office for the unexpired terms of the predecessor.
7. The President shall be the Chief Executive Officer of the Association and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Association.
8. The President shall appoint committees and their chairpersons and shall perform all duties incident to the office required by law; the Articles of this Association, these Bylaws, or which may be assigned to that office by the Board of Directors.
9. In the absence of the President or an inability or refusal to act, the Vice President, at the direction of a majority of the Board of Directors, shall perform the duties of the President.
10. The secretary shall prepare and keep minutes of all meetings of Directors and members, see that all notices are duly given in accordance with the Bylaws, and be the custodian of the records of the Association and, in general, perform all duties incident to the office of Secretary and such other duties as may be required by law, the Articles of this Association, these Bylaws, or which may be assigned from time to time by the Board of Directors.
11. Subject to the provisions of Article VI of these Bylaws, the Treasurer shall:
(a) Have charge and custody of and be responsible for all funds and securities of the Association and deposit all such funds in the name of the Association in such bank or other depositaries as shall be selected by the Board of Directors;
(b) Receive and give receipts for monies due and payable to the Association from any source whatever;
(c) Disburse the funds of the Association as may be directed by the Board of Directors;
(d) Keep and maintain adequate and correct accounts of the Association's business transactions;
(e) Exhibit books of account and financial records to any Director or member of this Association; and
(f) Prepare annual statements to members and in general perform all duties incident to the office of Treasurer as may be required by law, the Articles and Bylaws of this Association, or as assigned by the Board of Directors.
VI Execution of Instruments, Deposits, and Funds
1. The Board of Directors may by resolution authorize any officer of the Association to enter into any contract and deliver any instrument in the name of and on behalf of the Association, provided that such contract or delivery is expressly authorized by the Articles or Bylaws of the Association and approved by the vote or written consent of a majority of the members of the Association entitled to vote.
2. Checks, drafts and orders for the payment of money and other evidence of indebtedness of this Association shall be signed by the Treasurer and countersigned by the President of this Association.
3. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks or depositaries as the Board of Directors may select.
VII These Bylaws shall become effective on their adoption by the vote or written consent of a majority of the members of this Association, and they may be amended or repealed in whole or in part, and new Bylaws adopted by the vote or· written consent of a majority of the members of the Association entitled to vote.
1. The Board of Directors shall cause a written annual report, including a financial statement, to be prepared and submitted to the members prior to the annual meeting summarizing the activities of the preceding year and activities projected for the forthcoming year.
2. All meetings of the Directors and members shall be governed by Roberts Rules of Order.