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Bylaws
of FGHA
ARTICLE
I
Purposes
The
purposes for which this corporation is formed are as set
forth in the Articles of Incorporation, and the area described
and set forth in the Articles of Incorporation is hereinafter
referred to for convenience as "the area".
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ARTICLE
II
Corporate
Seal
The
corporate seal shall consist of a circle having within its
circumference the words "FIG GARDEN HOME OWNERS ASSOCIATION,
Incorporated April 5, 1947, California."
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ARTICLE
III
Membership
Section
1. General
There
shall be only one class of members, whose rights and interests
shall be equal.
Membership in the Fig Garden Home Owners Association,
a California corporation, shall be limited to adult persons
not of legally unsound mind who own residential property
and reside within the area, or who own or acquire ownership
of residential property within the area with the intent
and purpose of becoming residents and residing therein.
All
persons eligible for membership who desire to become members
of the corporation shall request the Secretary of the
corporation, in writing, to enter their names in the Membership
Book of the corporation as members and shall, together
with said request, tender to the Secretary the per member
annual dues as established by the Board of Directors,
payable in advance, for the period in which they are admitted
to membership. The Secretary shall thereupon enter the
name of such person in the Membership Book as a member
of the corporation, and the Treasurer of the corporation
shall receive and accept said tendered dues.
There
shall be no more than two (2) members per household.
A
member may not assign his membership, or any of his rights
or interests in the corporation, to any other person.
This
corporation shall not issue any capital stock, but may
upon resolution adopted by the directors issue a Certificate
of Membership to each member in such form as may be decided
upon, but containing on the face thereof printed in clear
type the statement that the corporation is not one for
profit.
Section
2. Termination of Membership.
The
membership of any member shall automatically terminate
upon his death, disposal of all his residential property
within the area, upon his ceasing otherwise to have the
qualifications to be eligible for membership, or upon
his failure to pay dues, fines or assessments which he
becomes obligated to pay in accordance with the provisions
of these Bylaws, thirty (30) days after the Treasurer
of the corporation has given him notice so to do, or upon
the submission of his resignation in writing to the Secretary
of the corporation.
The
membership of any member may be terminated with or without
cause being shown by resolution of the board of directors
adopted unanimously by all of the directors present at
any meeting of the board of directors at which there are
six or more directors present.
All
rights of a member in the corporation, or in its property,
shall cease upon termination of his membership.
Section
3. Meetings
(a)
The annual membership meeting of the corporation shall
be held in the Spring of each year, and at such
place and on such date in said month and at such hour
as the directors shall determine for the purpose of
electing
directors and transacting such other business as may
come before the meeting.
(b)
The board meets on the second Wednesday of each month
at 7
p.m. at the firehouse on Wishon. Five members shall constitute
a quorum.
(c)
Special meetings of the members for any purpose or purposes
whatsoever may be held upon call made by the President,
or by three members of the board of directors, and the
President, or board of directors, must call a special
meeting whenever requested to do so, in writing, over
the signatures of thirty (30) or more members.
(d)
Written notice of meetings, whether regular or special,
shall be mailed or given to each member not less than
three (3) days, nor more than ten (10) days, before the
meeting. Notices of meetings shall state the time, place,
and purposes for which called.
(e)
Thirty (30) or more members at any membership meeting
shall constitute a quorum, and business transacted at
any meeting so constituted shall be valid for all purposes.
(f)
At meetings of members all questions except as otherwise
provided by law or by these Bylaws shall be determined
by a majority of the votes cast at said meeting and all
voting shall be by voice vote unless a majority of the
members present shall demand a vote by written ballot.
Each member shall be entitled to one vote on each matter
submitted to a vote of the members. No single vote shall
be split into fractional votes. Every member may cumulate
his vote and give one candidate for election as a director
a number of votes equal to the number of directors to
be elected or he may distribute his votes on the same
principal among as many candidates as he thinks fit. He
may not, however, split a single vote into fractional
votes. The candidates receiving the highest number of
votes up to the number of directors to be elected are
elected.
Section
4. Dues and Assessments
Dues
of $60 are paid
once a year. The fees pay for projects including direct
mail
updates, newsletter mailings and public policy research.The
annual dues for members shall be fixed by the board of
directors and may be changed from time to time by vote
of the directors. Such dues shall be payable annually
in advance to the Treasurer of the corporation on or
before
the 1st day of January of each year.
In
addition to the annual dues, the board of directors shall
have the power to levy assessments as may be deemed necessary
for the best interest of the corporation and its members,
excepting, however, that all such assessments shall first
be approved by a two-thirds vote of the members of the
corporation.
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ARTICLE
IV
Directors
Section
1. General
(a)
The corporate powers and functions shall be vested in
and exercised and its affairs and property controlled,
by a board of directors consisting of nine (9) members,
who shall be members of the corporation.
(b)
The members of the board of directors shall be elected
as herein provided to serve for three (3) years and until
their successors are elected.
(c)
Any member of the board of directors may be removed from
office for cause by the affirmative vote of five (5) members
of said board at any meeting of the board at which five
(5) or more members are present.
The board of directors shall declare vacant the office
of a director (1) if he shall miss three (3) consecutive
regular or adjourned regular meetings of the board of
directors, or (2) if he shall miss a total of five (5)
regular or adjourned regular meetings in any twelve (12)
month period.
(d)
Vacancies on the board of directors shall be filled at
the next meeting of the board provided notice of election
has been given to the remaining members thereof, and a
quorum
of directors is present at said meeting. Such persons
shall hold office for the unexpired term of the director
to whose place he has been elected.
Section
2. Powers of the Board
(a)
To conduct, direct, manage and control the affairs of
the corporation and to do all things necessary and proper
to carry out the purposes of the corporation as set forth
in the Articles of Incorporation;
(b)
To levy assessments upon the members of the corporation
in order to secure funds to carry out the purposes of
the corporation, but the board of directors may not levy
assessments, unless such assessment is first approved
by the vote of two-thirds of the members of the corporation;
(c)
To make and prescribe rules and regulations not inconsistent
with these Bylaws regulating the affairs and the conduct
of the corporation;
(d)
To create such committees and to delegate thereto such
of its powers as in its judgment may be necessary to conduct
the affairs of the corporation. Each committee shall be
composed of three (3) or more members, one of whom must
be a director, to be appointed by the President;
(e)
To appoint and remove members of committees, officers,
agents and employees, prescribe their duties, fix their
compensation and require from them security for faithful
service if deemed necessary.
(f)
To call special meetings of the members of the corporation;
(g)
To do all other things and acts which may be required
by law, by the Articles of Incorporation, or by these
Bylaws.
Section
3. Election of Directors
(a)
Three (3) directors shall be elected annually at the annual
membership meeting of the corporation to fill the office
of directors holding a three-year term. Likewise, any
other director vacancies may be filled by nominating at
least two (2) members for each board vacancy at said election.
(b)
The President shall appoint a nominating committee to
interview and prepare a list of desirable nominees to
fill the office of directors being vacant, for election
at the annual meeting, wherein at least the names of two
members will be placed in nomination for the term of those
directors then expiring, and who have signified their
willingness to serve as directors for the succeeding term
if elected. Said list shall be placed in nomination for
directors, together with the names of any other members
of the corporation who shall be nominated from the floor
at said meeting, shall be voted upon for election as directors
at one and the same time.
(c)
Every member may cumulate his vote and give one candidate
for election as a director a number of votes equal to
the number of directors to be elected or he may distribute
his votes on the same principal among as many candidates
as he thinks fit. He may not, however, split a single
vote into fractional votes. The candidates receiving the
highest number of votes up to the number of directors
to be elected are elected.
(d)
The Secretary, assisted by two members appointed by the
President who are not candidates for office shall be appointed
as the election committee who shall thereupon count and
tabulate the votes for each person so nominated and voted
upon. The number of persons to be elected receiving the
greatest number of votes shall be declared elected as
directors and their term of office shall begin immediately.
Section
4. Meetings of Board of Directors
(a)
An organizational meeting of the board of directors may
beheld immediately after each annual election, or at the
next regular monthly board meeting, for the purpose of
organizing, electing and appointing officers. Any other
business may also be transacted at such meeting. No notice
of such organizational meeting need be given.
(b)
In addition to the organization meeting, a regular meeting
of the board of directors shall be held in the month of
September of each year, and at such place and on such
date in said month and at such hour as shall be designated
by the President of the board, or in his absence or disability,
the Vice President.
(c)
Special meetings of the board of directors may be held
from time to time at the call of the President, or if
he be absent or be unable or refuse to act, by the Vice
President, or by any three directors. Notice of the time
and place of such special meetings shall be given to each
member of the board of directors by mailing written notice
at least three (3) days prior to said meeting or by telephone
at least twenty-four (24) hours prior to the time of said
special meeting.
(d)
Five (5) directors present shall be necessary to constitute
a quorum for the transaction of business, and unless otherwise
required by law or these Bylaws, every act or decision
done or made by a majority of the directors present, shall
be regarded as the act of the board of directors.
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ARTICLE
V
Officers
Section
1. General
The
officers of the corporation shall be a President, Vice
President, Secretary and Treasurer, elected by the board
of directors from the members of the board of directors
at its organization meeting. The offices-of Secretary
and Treasurer may be held by the same person.
The
board of directors may also appoint an assistant secretary,
an assistant treasurer, publicity chairman, and such other
officers as they may deem desirable to transact the business
of the corporation, and none of such appointed officers
need be members of the board of directors, or members
of the corporation. All officers whether elected or appointed
shall hold office at the pleasure of the board of directors.
Section
2. The President
The
President shall:
(a)
Preside at all meetings of the members and directors;
(b)
Have, subject to the advice and approval of the directors,
general supervision over the affairs of the corporation
and power to cause the Bylaws and the orders and resolutions
of the board of directors to be carried into effect;
(c)
Have, subject to the advice and approval of the directors,
power to appoint members of committees;
(d)
Generally discharge such other duties as may be required
by the Bylaws or imposed upon him by the board of directors.
Section
3. The Vice President
The
Vice President shall, in the absence or disability of
the President, perform the duties and exercise the powers
of the President, and perform such other duties as may
be required by the Bylaws or imposed upon him by the board
of directors.
Section
4. The Secretary
The
Secretary shall:
(a)
Keep and record, or cause to be kept and recorded, minutes
of all meetings of the board of directors, and minutes
of all meetings of the members in a book to be kept
for that purpose;
(b)
Record, or cause to be recorded, the name and address
of each member of the corporation in a membership book
to be kept for that purpose, and in any case where memberships
have been terminated, record such fact, together with
the date on which membership ceased in the membership
book;
(c)
Discharge such other duties as pertaining to his office,
or which may be required by law or by these Bylaws,
or imposed upon him by the board of directors.
The
Secretary may delegate all, or any portion, of his powers
and duties to an assistant secretary upon approval of
the board of directors.
Section
5. The Treasurer
(a)
Receive and keep all funds of the corporation and deposit
the same in the name of the corporation in such bank or
banks as may be designated by the board of directors.
Such funds shall be paid out only on the check of the
corporation bearing the signature of two of the officers
of the corporation;
(b)
Collect all dues and assessments owing from members of
the corporation;
(c)
Keep accurate books of account of all funds of the corporation
and due to or owing by the corporation;
(d)
Discharge such other duties as pertaining to his office
or which may be required by law or by these Bylaws, or
imposed upon him by the board of directors.
The
Treasurer may delegate all, or any portion, of his powers
and duties to an assistant treasurer upon approval by
the board of directors.
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ARTICLE VI
Miscellaneous
Section
1. Amendment of Bylaws
Subject
to the limitations contained in the Articles of Incorporation
of this corporation and to any provisions of law applicable
to the amendment of Bylaws of nonprofit corporations,
these Bylaws, or any of them, may be altered, amended,
or repealed and new Bylaws adopted as follows:
(a)
By Directors: Subject to the power of the members to
change or repeal them, by the vote of a majority of
directors present at any special or regular meeting
of Directors at which a quorum is present, provided
that written notice of such meeting and of the intention
to change the Bylaws thereat is delivered to each director
at least seven (7) days prior to the date of such meeting,
or by the written consent of all directors without a
meeting, provided that a Bylaw fixing or changing the
number of directors may not be adopted, amended, or
repealed.
(b)
By Members: By the vote or written assent of a majority
of the members, or the vote of a majority of a quorum
at a meeting duly called and noticed for the purpose
in accordance with Section 3 hereof.
Section
2. Disposition of Assets Upon Dissolution
(a)
The property of this corporation is irrevocably dedicated
to civic and social welfare purposes and no part of the
net income or assets of this organization shall ever inure
to the benefit of any director, officer, or member thereof
or to the benefit of any private persons.
(b)
On the dissolution or winding up of the corporation, its
assets remaining after payment of, or provision for payment
of, all debts and liabilities of this corporation, shall
be distributed to a nonprofit fund, foundation, or corporation
which is organized and operated exclusively for civic
and social welfare purposes and which has established
its tax exempt status under Section 501(c) (4) of the
Internal Revenue Code.
(c)
If this corporation holds any assets in trust, such assets
shall be disposed of in such manner as may be directed
by decree of the Superior Court of the County in which
the corporation has its principal office, on petition
there for by the Attorney General or by any person concerned
in the liquidation, in a proceeding to which the Attorney
General is a party. We, the undersigned, are all of the
directors of FIG GARDEN HOMEOWNERS ASSOCIATION, a California
corporation, and pursuant to the authority granted to
the directors in Article VI of said Articles, to take
action by unanimous written consent without a meeting,
we consent to, and hereby do, adopt the foregoing Bylaws,
consisting of11 pages, as the Bylaws of said corporation.
APRIL
1983
('85) C. Sam Johnson
('85) Debby Hoppe
('85) Jay Daley
('84) Shirley Canales
('84) Bill Franklin
('84) Richard Anderson
('86) Dave Phillips
('86) John Frost
('86) Patricia Hanks
('84) Don Orosco
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