Bylaws of the
Central Park West Neighborhood Residents Association
Approved April 2, 2006
3. Neighborhood Boundaries
4. Membership, Votes, Dues
5. Board of Directors
7. Quorums, Proxies, Majorities, Official Communications and Surveys
9. Amendments to the Bylaws
Proposed Bylaws of the
Central Park West Neighborhood Residents’ Association
- Name. The name of this association is the Central Park West Neighborhood Residents’ Association (hereafter called the Association). It is an unincorporated association and was established on August 28, 2005.
- Objectives. The objectives of this Association shall be:
— to protect and promote the best interests of the Central Park West neighborhood residents (hereafter called the Neighborhood),
— to promote and to strive for the improvement of public facilities and services in the Neighborhood,
— to promote and encourage positive community and civic spirit,
— to foster communication, good will, and friendship between and among all the residents of the Neighborhood, and,
— to cooperate with government officials and with other civic and public organizations for the general welfare of the Neighborhood and the City of Davis.
- Neighborhood Boundaries. The boundaries of the Neighborhood are:
North: South side of Fifth Street
South: North side of First Street East: West side of B Street
West: East side of A Street
- Membership, Votes, Dues.
4. 1. Membership. Membership in the Association shall be open to all residents of the Neighborhood.
4. 2. Votes. Each Neighborhood household is eligible to cast one vote at each Annual and General Meeting, regardless of the number of residents in the household. A household for this purpose shall be the residents of each “dwelling unit” in the neighborhood: one or more rooms, having one kitchen or kitchenette, and used by one or more adults (18 years and older) for living and sleeping purposes.
Some examples include:
• A large Victorian house with one kitchen that is rented to four students would have one vote.
• Each of side of a duplex would have one vote, assuming each side is rented to separate tenant groups.
• A house that was divided into two units, each with its own kitchen, would have one vote per unit, assuming that each unit is rented to separate tenant groups.
• Live-in staff or caretakers who reside at the home of a non-profit or religious association would have one vote.
• A sorority house with live-in members would have one vote.
In ambiguous situations, the Board of Directors shall determine the resident status, basing their decision on the intent of this section. Nothing in the foregoing is intended to limit the ability of the Board to survey all residents on matters of public interest, nor to limit the Board’s ability to take testimony at meetings.
4. 3. Dues. The Board of Directors shall establish annually a contribution per member desired to maintain Association business. Such contribution shall be identified as “voluntary dues.” The Board may also solicit special contributions from the membership as needed. Payment of dues is not required for membership.
- Board of Directors.
5. 1. Establishment of a Board of Directors to Manage the Association’s Activities. Subject to the provisions and limitations of these Bylaws, the Association’s activities and affairs shall be directed and managed by the Board of Directors (hereinafter call the “Board”.)
5. 2. Composition. The Board shall be composed of five Directors, one of whom will be selected by the member households in good standing as Board President. The Board will choose which of the elected Directors will fill the remaining offices of Vice-President, Secretary, and Treasurer.
5. 3. Qualifications. All Directors shall be residents of the Neighborhood. No more than one resident from any household will serve at any one time.
5.4. Terms of Office. Each of the five Directors shall serve a term of two years, except that during the first election, two Directors will be appointed to one year terms expiring at the next annual meeting, and three appointed to two year terms, expiring at the second annual meeting after election. In all subsequent elections, the number of Directors elected will be the number needed to fill expiring terms and any Board seats that are unfilled due to vacancy. At all elections, one elected Board member will be chosen by vote of the member households to serve one year as President. There is no limit on the number of times a Board member may be re-elected, nor on the number of times a Board member may be elected to serve as President.
5.5. Elections. The first election of Directors will take place at the General Meeting at which Bylaws are adopted. Nominations will be taken from the floor. Five Directors will be elected, as described in Section 5.4 of these bylaws. All subsequent elections will be conducted at the Annual Meeting. No person may be nominated who has not previously consented to that nomination.
5.5.1. Nominations Committee. With the exception of the first election, at which nominations will be placed from the floor, the Board shall appoint a Nominations Committee composed of residents of at least three member households at least two months prior to the Annual Meeting. The Board shall appoint no more than one of its members to the Nominations Committee. The Nominations Committee shall develop a slate of candidates of not less than the number of candidates needed to fill expiring terms and vacancies to serve on the Board, and naming at least one member from either the new slate of candidates or from those Board members whose terms are not expiring to serve as President. A complete slate of candidates will be mailed or distributed by hand to all households in the Neighborhood not less than 21 days before each Annual Meeting.
5.5.2. Nominations Taken at Annual Meeting. In addition to the nominations presented by the Nominations Committee, the floor shall be open for additional nominations to Board seats, including candidates to the position of President.
5.6. Vacancy and Replacement.
5.6.1. Vacancies on the Board shall be filled in a timely manner to the greatest extent possible by a majority vote of the Board. A majority vote of the Board is needed to appoint a member to a vacant Board position. Unfilled vacancies and vacancies occurring within three months of the Annual Meeting will be filled by election at the Annual Meeting. All Directors appointed or elected to fill vacant seats will serve for the time remaining of the original Director’s term.
5.6.2. By majority vote, the Board shall declare vacant the position of any Director who is absent two consecutive meetings without adequate cause.
5.7 Board Duties.
5.7.1. President. The President shall coordinate the activities of the Board and of the Association, preside at Annual and General meetings, represent the Association in relations with other organizations, and perform other duties the Board or the Association may assign.
5.7.2. Vice-President. The Vice-President shall perform the duties of the President when the President is absent or is otherwise unable to perform the duties of that office, and perform other duties the Board or the Association may assign.
5.7.3. Secretary. The Secretary shall issue notices of and keep minutes of all meetings, maintain the correspondence of the Association, and perform other duties the Board or the Association may assign.
5.7.4 Treasurer. The Treasurer shall collect membership dues, have the care and custody of Association’s funds, and perform other duties the Board or the Association may assign.
5.8 Conflicts of Interest, Recusal Required. Any Board members who is directly involved in a project or discussion before the Board will recuse her/himself from the discussion and any subsequent vote or position statement. For example, if a Board member is applying for a permit to the city of Davis to make property alterations, and the alterations are under discussion by the Board, that is considered direct involvement. The member must recuse her/himself from the discussion. Similarly, if a Board member is hired or otherwise engaged to provide services for a project within the neighborhood, and the project were under discussion by the Board, the member must recuse her/himself.
- Meetings. All meetings of the Association shall be open to all residents of the Neighborhood.
6.1. Annual Association Meetings. The Board shall set the time, date, and place of an Annual Meeting at which:
— The incumbent Officers shall provide oral reports on the state of the Association;
— There shall be elections for Board members and Board President as described elsewhere in these by-laws;
— Policy and program matters are discussed and voted on, should such actions be necessary in the view of the Board or the assembled Association; and
— Other activities determined by the Board or the Association may occur.
6.2 General Association Meetings. The Bylaws Committee, established at the First Annual Meeting and Neighborhood Picnic on August 28, 2005, will call a General Meeting to approve Bylaws and elect Board members. Thereafter, the Board may, at their discretion, or upon receiving a request signed by at least 10 member households, call a General Meeting of the membership to discuss matters of common interest. Member households may vote at such meetings, in accordance with voting guidelines established elsewhere in these guidelines.
6.3. Regular Board Meetings. The Board shall convene at least two regular meetings of the Board of Directors each year. The Board will schedule the regular meetings as far in advance as possible, and the Neighborhood is to be made aware of this schedule.
6.4. Special Board Meetings. In order to deal with urgent matters, special meetings of the Board may be called by any three Directors.
6.5 Parliamentary Authority. All meetings shall be conducted under Robert’s Rules of Order, except that the Board may simplify Robert’s Rules as needed provided that revised rules provide equivalent public access and public process.
6.6. Advance Notice to be given of meetings and meeting agendas.
In recognition of the Association's objective to foster Neighborhood communication, the Board will give the Neighborhood advance notice of its activities. To that end, agendas of all Regular and Special Board Meetings shall be 1) emailed to members who have registered email addresses, and 2) publicly posted to at least one site in the Neighborhood. Member households may register multiple email addresses to ensure that all household members are informed. Notice of the Annual Association Meeting and any General Association Meeting will be mailed by regular mail service or delivered by hand to each Neighborhood household address. All such notices shall include meeting time and place and a description of the items to be discussed or decided (an agenda). Notice requirements are as stated for the following individual cases:
6.5.1 Advance Notice for Regular Board Meetings. A meeting agenda will be circulated by email and posted at the designated posting site at least five days before each Regular Board Meeting.
6.5.2 Advance Notice for Special Board Meetings. Maximum advance notice shall be given within the constraints of the Association acting in a timely manner. Notice shall include a meeting agenda.
6.5.3 Advance Notice for Annual Association Meetings. At least 21 days notice shall be given. Notice shall include the meeting agenda, list of candidates for Board seats, location of public posting site, and text of any proposed Bylaws changes.
6.5.4. Advance Notice for General Association Meetings. Maximum advance notice shall be given within the constraints of the Association acting in a timely manner. Notice shall include a meeting agenda.
6.6 Notice of Neighborhood of Public Posting Site Changes. Additional public posting sites may be added from time to time at the Board’s discretion. If, at any time, the Board votes to change the designated public posting site, the Board will mail by regular mail service or deliver by hand to each household address a notice of the new public posting site location.
- Quorums, Proxies, Majorities, Official Communications and Surveys.
7.1. Annual Meetings and General Meetings – Membership Household Quorum and Proxies. A quorum for the Annual Meeting and any specially called General Meeting shall be 10 households present. For matters on which a vote is taken, proxy voting is allowed. Each proxy must be signed by at least one member of an eligible household, and must assign the right to vote by proxy to one member household that is represented in person at the meeting. A majority vote at the Annual Meetings and all General Meetings shall be a majority of all votes taken, including households present and valid proxies.
7.2. Regular and Specials Board of Directors Meetings – Board Quorum. A quorum for Regular and Special Meetings shall be three (3) members of the Board. When the Board of Directors has a quorum but fewer than five members present, actions shall be taken by a majority vote of Board members present. (With four present, three is a majority; with three present, two is a majority.) The use of proxies is not allowed.
7.3 Official Communications from the Board. No member of the Board shall communicate, orally or in writing, in a manner that purports to represent the official position of the Association, without first obtaining the approval of a majority of the Board. If the issue is controversial within the Association, such official communication shall include a representation of the proportion of support for the position taken by the Board – for example, the number of Board members voting for and against the statement – or, if the membership has been surveyed, the proportion of the membership households for or against.
7.4 Surveys. The Board may, at their discretion, or upon receipt of a written request signed by a minimum of 10 member households, survey the members on matters of common interest. Surveys may be conducted by email, regular mail and/or hand-delivery, as time and money allows. All surveys will also be posted at the approved public posting site(s). All surveys will be accompanied by an approved Official Communication from the Board outlining the points of controversy.
8.1. Board Sub-committees. The Board may from time to time establish sub-committees of Board members to carry on the work of the Association.
8.2. Ad Hoc and Standing Committees. The Board may establish Standing Committees and Ad Hoc Committees. All committee members will be members of the Association.
8.2.1. The Board shall appoint the chairs and members of all committees.
8.2.2. The terms of Standing Committee members and chairs shall be one year from the date of appointment by the Board. The Board may extend the expiring term of any chair or member of a Committee by one year. There shall be no limit on the number of times that the Board can extend the expiring term of a committee member by one year.
8.2.3. Ad Hoc Committees will disband after completing its task or one year after its creation, whichever comes first.
- Amendments to the Bylaws. These Bylaws may be amended by a unanimous vote of the Board in which all five Directors vote, or by a vote of 2/3 (two-thirds) of the member households and proxy votes at any duly called Annual or General Meeting. Any amendment approved by a unanimous vote of the Board will be circulated to the membership for 30 days prior to taking effect. If, during that 30 days period of time, the Board receives written comments from at least 10 member households objecting to the proposed amendment, the Board will call a General Meeting for the purposes of discussing and voting on the amendment.