Article I - NAME
The name of this organization shall be ROSE GARDEN NEIGHBORHOOD PRESERVATION ASSOCIATION, hereinafter referred to as "RGNPA", and its principal mailing address shall be in San José
, California.
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Article II - PURPOSE AND JURISDICTION
The purpose of this Association shall be:
Section 1
To serve as a medium of exchange of ideas and information and to represent
the interests of the residents living within the boundaries of the RGNPA.
In addition the association shall promote positive associations with other
surrounding neighborhood associations.
Section 2
To assist with the upkeep, restoration, preservation and general beautification of the neighborhood for the mutual enjoyment of the Rose Garden residents.
Section 3
The Association shall be non-commercial, non-sectarian and non-partisan.
The authority and jurisdiction of this Association shall be derived from the resident membership which shall reside within the following boundaries:
Highway 880 and the Alameda (Southwest side), down the Alameda to Naglee Avenue (North side), Naglee Avenue (North side) to Park Avenue (West side), Park Avenue (West side) up to, but not including Calaveras encompassing homes on both sides of Rosecrest Terrace, Dana Avenue (Southwest side) to Hester (Northwest side) to Olive
(North side) to Wabash (East side) to Forest (North side) -- (this is the route including Lincoln School), Forest Avenue (North side) to Bascom Avenue (East side) to the continuation of Forest Avenue (North side) to Highway 880.
Any disputes or changes in the boundaries, authority or purpose of this Association shall be referred to the Board of Directors of the RGNPA in writing.
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Article III - MEMBERS AND MEMBERSHIP
Section 1
Classes of Membership, and Voting Rights:
The Association shall have two types of membership;
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Resident members, who are paid adult residents, age 18 or older, residing within the boundaries of the RGNPA.
A resident membership is entitled to one household vote (dues must be
current) and The Rose Garden News. Bylaws will be available upon written
request. (but are available on the website)
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Non-resident members, who are paid adult residents, age 18 or
older, residing outside the boundaries of the RGNPA. (shall have no
voting privileges)
Section 2
Dues:
The Board of Directors shall determine from time to time the amount of
annual dues payable to the Association by members. Dues will be due and
payable the 1st day of November each year. The membership year shall begin
on the first day of November and expire on the 31st day of October. Any
member who is in arrears by 60 days is subject to cancellation of
membership.
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Article IV - EXECUTIVE BOARD
Officers and Directors
Section 1
General Powers:
The affairs of the Association shall be managed by its Board of Directors; namely:
Section 2
Officers: The Board of Directors of the Association shall be comprised of four Officers, a President, Vice President, Treasurer, Secretary, and
nine additional Directors (two of which may be alternates), and must be resident members in good standing.
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President:
The President shall be the principal executive officer of the Association and shall represent the Association at community and other functions deemed appropriate by the Board of Directors. That person shall preside at all meetings of the Board of Directors and of the General Membership, taking an active part in their deliberations but shall not vote unless there is a tie vote before the Board. The President shall be empowered to appoint all committees of the Board. He/she shall be empowered to sign documents, where appropriate, and in general perform all duties as may be prescribed by the Board of Directors.
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Vice President:
In the absence of the President, or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of, and be subject to all restrictions upon the President. The Vice President shall perform other duties from time to time as assigned by the President or the Board of Directors.
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Treasurer:
The Treasurer shall have charge and custody of, and be responsible for, all funds of the Association; receive and give receipts for monies due and payable to the Association from any source whatsoever, and deposit all such monies in the name of the Association; shall perform all duties incident to the office of Treasurer and other such duties as from time to time may be assigned to him by the President or the Board of Directors. The Treasurer is responsible for providing financial status to the Board.
In addition the treasurer needs to notify the membership’s director and
the newsletter director when payments are received. -
Secretary:
The Secretary of the Board shall be custodian of the Association's records, responsible for cataloging Association correspondence, reminding Board members of meetings and taking part in all deliberations of the Board. The Secretary, or his/her designate, shall record and publish the minutes of all Association meetings. Minutes shall be read, approved and distributed to members at the Board of Directors at their next business meeting.
(should be available 10 days prior to the meeting)
Section 3
Directors:
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Membership Director:
The Membership Officer shall handle all applications of members and present same to the Board. That person shall maintain the register of mailing addresses, telephone numbers for all current paid members and perform such other duties as may be assigned by the President or the Board of Directors.
The membership list must be made available to any officer of the
association and should there be no assigned membership director, the
Treasurer will assume the duty until one can be appointed. A current
membership list must be brought to each meeting. -
Newsletter Editor:
The Editor of the Association newsletter,
The Rose Garden News, shall be approved by a simple majority of the Board. The Editor does not need to be a Director of the Board.
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Others:
The
remaining Directors of the Board shall perform any duties assigned by
the President or the Board of Directors of the Association.
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The President shall assign
ad hoc committees. Each Committee shall have a Chair. The responsibility of
each committee is to meet at their discretion on any issue that concerns
their committee, vote on those issues and bring them to the board for
approval. There shall be no limit to the number of committees but each must
have a designated title, purpose and budget and must report back to the
board on issues concerning the association.
Section 4
Vacancies:
A vacancy occurring on the Board of Directors in any office because of death, resignation, removal,
and disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. Vacancies should not be left unfilled for more than 180 days unless agreed upon by simple majority of the Board.
Section 5
Compensation:
Directors shall not receive any salaries for their services. Neither Director, spouse of any Director,
nor family member may be employed by the Association or perform services for the Association for compensation.
Section 6
Removal:
Any member of the Board of Directors may be removed by the Board of Directors whenever such member indicates a noticeable disinterest in the welfare of the Association, does not attend three consecutive Board meetings without a legitimate reason, does not perform the duties of his/her office, or takes action in violation of the Bylaws.
Section 7
Indemnification of Directors And Officers:
Each Director and Officer of the Association now or hereafter serving as such, shall be indemnified by the Association against any and all claims and liabilities to which he/she has or shall become subject by reason of serving or having served as such Director or Officer, or by reason of any action alleged to have been taken, omitted or neglected by him/her as such Director reasonably incurred by him in connection with any such claim or liability provided, however, that no such person shall be indemnified against, or be reimbursed for any expense incurred in connection with, any claim or liability arising out of his/her own willful misconduct or gross negligence.
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Article V - ELECTIONS
Directors of the Association shall be elected annually by the members of the Association at the regularly-scheduled general meeting in
November, and each such Officer shall hold office for one year or until a successor shall have been duly elected.
To encourage participation it is desirable that officers not hold a position
for more than 3 consecutive years.
Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors by simple majority vote. Such Officers shall hold office until the General Meeting in
November.
The Board of Directors encourages participation by the membership in the
administration of the Association. Elections to the Board of Directors shall
be by written ballot. The following procedures shall apply:
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Nominations:
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Executive Officers shall be nominated by the current Board of Directors
or the membership no later than October. Executive Officers must have served at least one term as a Director on the Board. In the event that one or more of the Executive Board positions cannot be filled, a special election will be held at the
November General Meeting.
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Nominations for Directors' positions shall also be accepted from the floor at the October General Meeting, and nominees shall be voted on by the general membership. Resident membership renewal is a prerequisite for all candidates as well as ballot recipients. Solicitation of nominations may be made from the floor at the October General Membership meeting.
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Election:
The Executive Officers shall be elected by simple majority vote of the General Membership. Remaining Directors shall be elected by those who receive the most votes. A run-off election shall immediately follow a tie vote. In the event any Executive Officer is not approved by the General Membership, it shall be incumbent upon the outgoing Board to select a replacement candidate. The replacement candidate shall be presented for approval to the General Membership at the next General Membership meeting.
It will be expected that all necessary items of exchange for a new
officer or director to function in their capacity will be accomplished
within 10 calendar days.
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Article VI - MEETINGS
Section 1
Board Meetings:
Board meetings shall be held every other month beginning in January. All
board meetings however are open to members and the public. A quorum shall
be determined when at least four members are present. In order to complete
association business it will be assumed that all board members will
participate in email, phone and any other alternate communication that will
allow presentation of material and when needed the President will then call
for a vote which if passed needs to meet the quorum rules as if at a regular
meeting. Section 2
General Meetings:
General meeting shall be held at the November meeting and the board shall
meet just prior to that meeting. At this meeting elections will be held, new
officers will be appointed for their one year term and discussions on future
items for the upcoming year will be presented. Members may bring items of
concern to the board at this meeting if not presented in other forums. Section 3
Special Meetings:
Special meetings may be called by any Board member with three days' notice and
be approved by a quorum.
Section 4
Parliamentary:
RGNPA meetings will be conducted according to the modified version of Roberts' Rules of Order.
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Article VII - ASSOCIATION FUNDS
Section 1
Bank Accounts:
All funds will be kept in a financial institution requiring two signatures
for any withdrawal. The authorized signatures shall be those of the
President, Vice President, Treasurer or Secretary. Expenditures over
$100.00 must be approved by the Board of Directors. At the majority vote of
the board, a petty cash fund for a specified amount can be established in
order to meet certain predetermined responsibilities of the association. (an
example may be post office box payment) All accounting shall be done in a
transparent fashion and should be open for audit once a year should any
board member request it.
Section 2
Dissolution of Association:
The property of the organization is irrevocably dedicated to the social welfare purposes and no part of the net income or assets of this organization shall ever revert to the benefit of any director, officer, or member thereof or to the benefit of any private persons.
Upon the dissolution or winding up of the organization, its assets remaining after payment, or provisions for payment, or all debts and liabilities of this organization shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for social welfare purposes and which has established its tax-exempt status under Section 501(c)(4) of the Internal Revenue Code.
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Article VIII - FISCAL YEAR
Section 1
Fiscal Year
The Fiscal Year of the Association shall begin on the first day of November and end on the last day of
October each year.
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Article IX - AMENDMENT BYLAWS PROPOSAL
Section 1
Amendment to the Bylaws:
A proposed amendment to the by-laws may be submitted by the Board of
Directors or a member in good standing. However all by- law changes will be
done by the majority vote of the Board and shall take effect immediately and
then be posted on the website.
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Adopted: 1995 Amended: Nov 3, 2008
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