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 Jose, 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.

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:

1. 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 Northside) 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;

1. (a) Resident members, who are adult residents, age 18 or older, residing within the boundaries of the RGNPA. These members shall elect all Association Executive Officers and Board members. A resident membership is entitled to one individual vote and The Rose Garden News. Bylaws will be available upon written request.

2. (b) Non-resident members, who are paid adult residents, age 18 or older, residing outside the boundaries of the RGNPA.

Section 2

Dues:

The Board of Directors may determine from time to time the amount of annual dues payable to the Association by members. It shall also urge residents to pay dues on or before the first day of the membership year in September but shall accept dues throughout the year. The membership year shall begin on the first day of September and expire on the 31st day of August.

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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 seven additional Directors, and must be resident members in good standing.

1. 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 with the concurrence 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.

2. 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.

3. 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.

4. 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.

Section 3

Directors:

1. 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.

2. 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.

3. Others:
   The remaining Directors of the Board shall perform any duties assigned by the President or the Board of Directors of the Association and may be expected to chair such committees as Newsletter Distribution, Graffiti Cleanup, Scribe, Airport Noise Abatement, Crime Watch, Liaison to the Shasta/Hanchett Park Neighborhood Association, and Liaison to the San Jose Unified School District.

Section 4

Number, Tenure and Qualifications:

The number of Directors shall be at least seven but shall not exceed nine. Each Director's term of office shall be for one calendar year, or until his/her successor has been elected and installed. The Board of Directors shall appoint members from the RGNPA to fill any vacancy and unexpired term.

Section 5

Vacancies:

A vacancy occurring on the Board of Directors in any office because of death, resignation, removal, 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 6

Compensation:

Directors shall not receive any salaries for their services. No Director, spouse of any Director, may be employed by the Association or perform services for the Association for compensation.

Section 7

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 8

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 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 October, and each such Officer shall hold office for one year, or until a successor shall have been duly elected.

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 October.

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:

To encourage new participation, it is desirable that the office of the President not be held by a person for more than two consecutive terms.

1. Nominations:

   1. Executive Officers shall be nominated by the current Board of Directors no later than August. 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 October General Meeting.

   2. Written nominations for remaining Directors shall be solicited via The Rose Garden News, other communications from the general membership and current Board of Directors, and shall be received no later than the September Board meeting.

   3. 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.

2. 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.

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Article VI - MEETINGS

Section 1

Regular Meetings:

Regular meetings shall be held no less than monthly and are open to the general membership. A quorum shall be determined when at least four members are present for a seven member board. A quorum shall be determined when at least five members are present for a Board of eight or nine members.

Section 2

General Meetings:

General meetings shall be held no less than quarterly.

Section 3

Special Meetings:

Special meetings may be called by any Board member with three days' notice.

Section 4

Parliamentary:

RGNPA meetings will be conducted according to the accepted official copy 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. Any two members of the Executive Board may authorize expenditures up to $100.00. Expenditures over $100.00 must be approved by the Board of Directors.

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 September and end on the last day of August each year.

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Article IX - AMENDMENT BYLAWS PROPOSAL

Section 1

Amendment to the Bylaws:

A proposed amendment to the Bylaws may be submitted by the Board of Directors to the membership who will vote on the proposed amendment at the next membership meeting. Proposed changes will be published in The Rose Garden News prior to the meeting. If the proposed amendment receives a majority of the votes, it shall be incorporated in the Bylaws of the Association.

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Adopted: 1995.
Amended: October 18, 1999.