Last Amended 3-8-18
ARTICLE I NAME AND PURPOSE
Section 1. The name of the association shall be the East End Neighborhood Association (“EENA”). EENA is organized and shall operate as a nonprofit unincorporated association.
Section 2. Purpose. EENA is organized exclusively (a) to develop and maintain a neighborhood emergency preparedness plan (“NEPP”) for the East End neighborhood (the “East End”) of the Ojai Valley in Ventura County, California to better prepare East End residents to respond to natural crises such as fires, flooding, landslides, and earthquakes and (b) facilitate a more close knit and neighborly East End community while respecting each resident’s desire for privacy. EENA specifically is prohibited from engaging in activities beyond these exclusive purposes including, without limitation, supporting or opposing candidates for political office or acting as an advocacy organization to influence issues affecting the East End, the City of Ojai or Ventura County.
ARTICLE II MEMBERS
Section 1. Members. The members shall include all natural persons two-thirds of whom reside, own real property or are employed in the East End. The Board shall by resolution define the geographic perimeters of the East End. The Board may also by resolution expand membership by broadening membership qualifications. Any person may be excluded from membership with or without cause in the sole discretion of the Board.
Section 2. Member contact information. The Board shall use its best efforts to collect and maintain relevant contact information of its members. Such contact information shall be used exclusively to further EENA’s specific purpose set forth in Article I, Section 2 above, and none of such contact information shall be shared or otherwise communicated to any person or entity except exclusively to further EENA’s specific purpose. Any person or entity granted access to member contact information shall, prior to such access, agree in writing not to share any such contact information and to only use such contact information as directed to further EENA’s specific purpose.
ARTICLE III BOARD OF DIRECTORS
Section 1. General Powers. The affairs of EENA shall be managed by a Board of Directors (the “Board”) which shall supervise, control and direct the business and affairs of EENA; shall determine its purpose and policies within the limits of these bylaws and shall actively promote its purpose as identified in these bylaws. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may in the execution of the powers granted appoint such agents as it may consider necessary.
Section 2. Composition, Tenure, and Qualifications. Election of members of the Board shall occur at each Annual Meeting by a majority of the then acting Board. The Board shall be comprised of not less than seven (7) or more than seventeen (17) directors, as fixed from time to time, within such minimum and maximum, by a majority of the Board. The Board shall be divided into three classes (designated as Class A, B and C) as nearly equal in number as practicable based on the expiration of each Board member’s term of office. Subject to earlier death, resignation or removal, the terms of the initial members of the Board shall be staggered so that the terms of the Class A Board members shall expire at the end of the Annual Meeting in 2019, the terms of the Class B Board members shall expire at the end of the Annual Meeting in 2020, and the terms of the Class C Board members shall expire at the end of the Annual Meeting in 2021. Thereafter, the term of office for each Class A, B or C Board member shall be three (3) years so that approximately one-third of the Board shall be elected at each Annual Meeting. Each Board member shall continue in office until the Annual Meeting when his or her term expires and until his or her successor is duly elected or appointed, and qualified. No Board member shall be elected to serve more than two consecutive full three (3) year terms. A Board member shall be at least twenty one (21) years of age, and shall be a qualified member of EENA as set forth in Article II, Section 1.
Section 3. Vacancies. The then existing Board shall appoint a successor Board member to fill any vacancy occurring in the Board or any newly created Board positions resulting from an increase in the number of Board members. Subject to his or her death, resignation or removal, a Board member appointed to fill a vacancy for the unexpired term of his or her predecessor shall serve for the unexpired term of his or her predecessor in office and until his or her successor shall have been appointed and qualified.
Section 4. Annual and Regular Meetings. The Board of Directors shall hold an annual meeting (an “Annual Meeting”) during the month of February each year beginning in 2019 to elect Board members and officers and for such other business consistent with EENA’s purpose as the Board shall deem appropriate. The Board also shall hold regularly scheduled meetings to further EENA’s purpose. Reasonable notice of Annual Meetings and regular Board meetings shall be provided to each Board member by the President.
Section 5. Quorum. A majority of the Board members in office shall constitute a quorum for the transaction of business at any meeting of the Board; provided that, if less than a majority of such number of Board members are present at any meeting of the Board, a majority of the Board members present may adjourn the meeting from time to time without further notice. The act of a majority of the Board members present at a meeting at which a quorum is present shall be the act of the Board, unless a greater number is required by these bylaws.
Section 6. Meeting by Communications Equipment. Members of the Board, or of any committee designated by the Board, may take any action permitted or authorized by these bylaws pursuant to meeting through the use of a conference telephone or other interactive technology by means of which all persons participating in the meeting can communicate by voice with each other. Participation in such meeting pursuant to this section shall constitute presence in person at such meeting.
Section 7. Informal Action. Any action which is permitted or authorized by these bylaws to be taken at a meeting of the Board may be taken by unanimous consent without a meeting if a consent in writing setting forth the action taken shall be signed by all of the Board members entitled to vote with respect to the subject matter thereof. The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and provides a written record of approval. Any such consent shall have the same force and effect as a unanimous vote at a duly called and constituted meeting of the Board on the date when the last of all of the directors shall have approved the consent unless the consent specifies a different effective date.
Section 8. Resignation. Any Board member may resign at any time by giving written notice to the Board, the President or the Secretary. A resignation need not be accepted in order to be effective.
Section 9. Removal. Any member director may be removed with or without cause by the affirmative vote of a majority of the Board members whenever in the sole and unquestionable judgment of the Board members the best interests of EENA would be served thereby.
ARTICLE IV OFFICERS
Section 1. Officers. The officers of EENA shall be a President, a Secretary and a Treasurer each of which shall be a current Board member. In addition, the Board may appoint such other officers as it shall deem desirable, who shall have authority to perform the duties prescribed from time to time by the Board.
Section 2. Election, Tenure, and Qualifications. The President, Secretary and Treasurer of EENA shall be elected annually by the Board at its Annual Meeting, or as soon thereafter as practicable. The President, Secretary and Treasurer shall serve approximately one-year terms commencing at the conclusion of the Annual Meeting at which they are elected and continuing until their successors have been duly elected at the next Annual Meeting. There shall be no limit on the number of consecutive terms an individual may serve as an officer. An individual may hold more than one office simultaneously.
Section 3. Resignation. Any officer may resign at any time by giving written notice to the Board, the President or the Secretary. A resignation need not be accepted in order to be effective.
Section 4. Removal. Any officer may be removed from office with or without cause by an affirmative vote of the Board whenever, in its judgment, the best interests of EENA would be served thereby.
Section 5. Vacancies. A vacancy in any office shall be filled by action of the Board at the next regular meeting. Subject to his or her death, resignation or removal, an officer elected to fill a vacancy shall serve for the unexpired term of his or her predecessor and until his or her successor shall have been duly elected.
Section 6. President. The President shall report directly to the Board and shall have no executive authority to act on behalf of EENA except as expressly approved by the Board. Prior to each Board meeting the President shall circulate a meeting agenda to Board members. While the President may in good faith prioritize agenda items, he or she will make a good faith effort in include on each meeting agenda items that have been suggested for inclusion in advance of the meeting by other Board members. The President will chair Board meetings with an objective to limit discussion primarily to previously circulated agenda items so each can be adequately addressed and any necessary Board action can be taken within the timeframe scheduled for the meeting. The President only may sign documents on behalf of EENA which the Board has authorized to be executed.
Section 7. Secretary. The Secretary shall keep electronic minutes of each Board meeting in a computer file maintained solely for EENA documents and shall provide within two weeks of each meeting copies of such minutes to the President for distribution to the Board. The Secretary otherwise shall perform all duties incident to the office of secretary and such other duties as may be assigned from time to time by the President or the Board. The duties of the Secretary may be assigned in whole or in part to the President.
Section 8. Treasurer. The Treasurer shall be the principal accounting and financial officer of EENA and shall have charge of and be responsible for the maintenance of adequate books of account for EENA; shall supervise and be responsible for custody of all funds of EENA and for the receipt and disbursement thereof; and shall, in general, perform all of the duties customarily incident to the office of treasurer and such other duties as from time to time may be assigned by the President or the Board. The duties of the Treasurer may be assigned in whole or in part to the President.
ARTICLE V COMMITTEES
Section 1. Committees of the Board. The Board by resolution adopted by a majority of Board members in office may designate one or more committees, each of which shall consist of two or more Board members and may include other persons who are not Board members; but the designation of such a committee shall not vest it with any executive authority to act on behalf of EENA which authority shall be reserved to the Board. One member of each committee shall be appointed chair in the Board resolution establishing the committee.
Section 2. Term of Office. Each member of a committee shall continue until the next Annual Meeting and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member shall have been removed with or without cause in the sole discretion of the Board.
Section 3. Additions to Committees. Vacancies in the membership of any committee may be filled by appointment made in the same manner as herein provided for the original appointment to that committee.
ARTICLE VI FINANCE
Section 1.Expenses. As much as reasonably possible the Board shall operate EENA without expenses, and donations will not be solicited from Board members or other EENA members; provided, however, that small donations may be accepted by the Treasurer on behalf of EENA for specified purposes approved by the Board.
Section 2. Expense reimbursement. No part of any donation to EENA or other EENA funds shall inure to the benefit of, or be distributable to, its Board members, officers or members except as reimbursement for an authorized out of pocket expense made on behalf of EENA.
Section 3. Books and records. EENA shall keep correct and complete books and records of account.
Section 4. Fiscal year. Beginning with the year ending on February 28, 2019, EENA’s fiscal year shall end on the last day of February in each year, unless otherwise provided by the Board.
ARTICLE VII AMENDMENTS
These bylaws may be altered, amended or repealed and new bylaws may be adopted by an affirmative vote of two thirds (2/3rds) of Board members in office at any duly called Board meeting at which a quorum is present.