A California Nonprofit Public Benefit Corporation As amended at the Annual Meeting on 13 January 2016Article IV Section E amended January 2015As amended at a special meeting on 8 May, 2002
ARTICLE I — NAME
A. The name of this corporation is: Rural Bonny Doon Association (“Association”)
ARTICLE II—OBJECTIVE
A. The principal objective of the Association is to keep Bonny Doon rural and natural, and to preserve and protect its natural character. In furtherance of this objective, the Association:
1) Considers and takes positions on development proposals and other issues affecting Bonny Doon;
2) Advocates positions of the Association on issues affecting Bonny Doon to the public, responsible governmental agencies and officers, and private parties directly involved in the issues;
3) Advises the community through speakers, a newsletter, and other means of events and proposals affecting the Bonny Doon community.
4) In addition, this corporation is formed for the purposes of performing all things incidental to, or appropriate in, the achievement of the foregoing specific and primary purposes. However, the corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of its primary purposes.
5) This corporation shall hold and may exercise all such powers as may be conferred upon a nonprofit corporation by the laws of the State of California and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of the corporation. In no event shall the corporation engage in activities that are not permitted to be carried on by a corporation exempt under Section 501(c)(4) of the Internal Revenue Code.
B. The geographical area covered by this organization is the Bonny Doon Planning Area of Santa Cruz County as of December 19, 1994.
1) The initial principal office of the corporation shall be located in the County of Santa Cruz, State of California. The Executive Board may from time to time change the location of the principal office from one location to another within said county.
ARTICLE III — MEMBERS
A. Membership in the Association shall be open to persons who reside in Bonny Doon and to persons owning real property in said area. All members shall have attained eighteen (18) years of age.
B. Bonny Doon property owned by corporations, syndicates, joint ventures, and estates is considered as being owned by one member, and that member is entitled to one vote.
C. Persons eligible under Section A or B of this article may apply for membership by submitting an official application along with payment of current dues. Membership shall become effective thirty (30) days after the Association receives a complete application and dues, unless the applicant is notified that additional information is required. Members remain in good standing and retain rights of membership during the period for which dues are paid. A person whose membership has lapsed has a grace period of thirty (30) days in which to reinstate the membership, by payment of dues, without reapplying for membership.
D. The membership has the right to:
1) Nominate candidates for the Executive Board;
2) Elect members of the Executive Board;
3) Approve changes in the annual dues;
4) Propose agenda items;
5) Serve on the Executive Board and committees;
6) Order the call of special meetings;
7) Amend the Association’s bylaws;
8) Authorize, appoint, and instruct committees as described in Article VII;
9) Communicate with all members of the Association by the means provided by Article IV.E; and
10) Convey the position of the membership on specific issues to the Executive Board via informational polls.
ARTICLE IV — OFFICERS
A. At its first meeting following the annual election, the Executive Board shall assign one of the following offices to each of its members for the period of one year: Chair, Vice-Chair, Recording Secretary, Corresponding Secretary, Treasurer, Membership Coordinator, and Highlander newsletter Editor. These officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the Association.
B. An Executive Board member may serve a maximum of four consecutive years in a particular office. Service in any office prior to the 2002 election shall not be considered in determining future eligibility.
C. The Treasurer shall receive all Association funds, keep them in a bank approved by the Executive Board, and pay them out on the order of the Executive Board. Checks shall require two signatures: the Treasurer and one other officer. The Treasurer shall pass his or her records on to his or her successor.
D. The Highlander newsletter Editor shall be responsible for the content, production, and distribution of the Highlander newsletter, and shall include notices that are required to be published. The Highlander newsletter Editor shall pass his or her records and copies of previous issues of the Highlander newsletter on to his or her successor.
E. The Membership Coordinator shall review applications for membership, maintain the membership roster, and exclusively control access to member contact information, with the following exceptions;
1) Upon request by the officer designated by the Executive Board to serve on the Nominating Committee, the Membership Coordinator shall provide a current copy of the membership roster to that officer, who shall use it for purposes of determining the eligibility of a member who has been nominated to serve on the Executive Board or for purposes of recruiting members to nominate as candidates for the Executive Board;
2. Upon request by the officer designated by the Executive Board as the administrator of the Association’s Facebook group, the Membership Coordinator shall provide a current copy of the membership roster to that officer, who shall use it for purposes of determining whether a person applying for inclusion in that group is an Association member. Upon request by a member of the Association, the Membership Coordinator shall forward any important communication relating to an objective or operation of the Association to the membership by email, direct mail, or notice in the Highlander newsletter. The Membership Coordinator shall pass his or her records on to his or her successor.
F. Minutes of all meetings and other official records of the Association shall be preserved by the Chair of the Executive Board and passed on to his or her successor.
G. The officers of the Executive Board shall be the officers of the Association.
ARTICLE V — MEETINGS
There are three types of membership meetings, each with different purposes: General, Annual, and optional Special Meetings.
A. General Meetings
1. General Meetings shall be scheduled by the Executive Board to occur at regular intervals, and shall be scheduled to take place not less frequently than four times per year. One of these may be replaced with the January Annual Meeting. The last General Meeting of each year shall be held in November. Once announced, the date and time of the November General meeting may only be rescheduled by the unanimous approval of the Executive Board.
2. The purpose of General Meetings is to facilitate communication among Association members, the Executive Board, and the community; to review items of concern and activities related to the Objective of the Association; and to provide a forum for the discussion of other issues. Association business shall not be transacted at General Meetings, except giving notice of the intention to introduce new business at a Special Meeting or the Annual Meeting, or offering nominations for the Executive Board. Informational polls may be taken on issues discussed, to provide the Executive Board with the position of those present.
3. The Executive Board shall set the agenda for General Meetings. Additional agenda items may be proposed to the Executive Board by the members. These proposals must be provided in time for inclusion in the Agenda for the next meeting as specified in Article V.A.4.
4. General Meeting agendas shall be published in the Highlander newsletter prior to the Meeting and posted to the Association’s website, and shall include:
i) Call to order;
ii) Review and revision of minutes of the previous General Meeting;
iii) Officers’ reports;
iv) Summary of the previous Executive Board Meeting minutes, including actions taken or planned by the Executive Board, in- or out-of-session;
v) Reports of committees and of RBDA representatives to other organizations;
vi) New business;
vii) Speaker (if scheduled).
5. Draft minutes of the previous General Meeting shall be posted to the Association’s website, and a summary shall be published in the Highlander newsletter and posted to the Association’s website.B. Annual Meeting
1. The Annual Meeting shall be held in January of each year for the purpose of electing members to the Executive Board, and considering proposals for action on those classes of business specified in Article III.D. This meeting can only be postponed by unanimous vote of the Executive Board.
2. Prior notice is required for all business brought before the membership at the Annual Meeting. All proposals for action to be considered must have been submitted in writing to the Recording Secretary, and read to the members, at the November General Meeting. The full text of the proposals for action to be considered shall be published in the January issue of the Highlander newsletter.
C. Special Meetings
1. Special Meetings may be called only to consider proposals for action on those classes of business specified in Article III.D.
2. The Chair shall call a Special Meeting, for the consideration of specific proposals for action, when a written petition signed by ten percent (10%) of the membership is presented in writing to the Secretary.
3. The Chair shall cause his or her call of a Special Meeting, and the full text of the proposal for action to be provided to the entire membership by direct mail, the Association’s website, and email notification within ten (10) days of presentation of the petition. Special meetings shall be scheduled for a date not less than twenty-one (21) and not more than thirty (30) days after distribution of this notification. Once announced, the date and time of the November General meeting may only be rescheduled by the unanimous approval of the Executive Board.
D. Quorum
1. Ten percent (10%) of the members of the Association shall constitute a quorum at the Annual Meeting, and thirty percent (30%) at Special Meetings.
2. A quorum is not required to conduct the limited business that may be transacted at General Meetings.
3. No quorum requirement shall apply to election of Executive Board officers or approval of dues at the Annual Meeting due to the provision for absentee voting (Article VI.B.5).
4. A quorum is not required for conducting an informational poll at a Special Meeting.
ARTICLE VI — EXECUTIVE BOARD
A. Powers and Duties
1) The Association shall be administered by an Executive Board consisting of seven (7) Association members, each of whom shall be a year-round resident of Bonny Doon.
2) The Executive Board shall meet regularly to conduct the business of the Association, and shall hold at least one meeting prior to each regularly scheduled General Meeting. A majority of the Executive Board members shall constitute a quorum for Executive Board meetings. Except in case of a bona fide emergency, Executive Board meeting agendas shall be available to members by publication on the Association’s website at least ten (10) days before Executive Board meetings. An initial portion of each Executive Board Meeting shall be open for comments from Association members.
3) The Executive Board shall set an agenda for General Meetings; the Chair or the Chair’s designee shall chair the Meeting.
4) Minutes shall be taken of each meeting of the Executive Board, and votes of each member shall be recorded. Such minutes shall be available for examination by any member of the Association. A summary of actions taken and votes of each Executive Board member shall be read at the next general meeting and published in the Highlander newsletter; the full minutes as well as the summary shall be posted on the Association’s website in a timely manner.
5) The Executive Board shall have authority over the affairs of the Association, other than those classes of business specified in Article III.D.
6) The Executive Board may develop rules for conducting its own business, provided that they do not infringe upon these bylaws. No such rules shall bind future Executive Boards.
7) The Executive Board shall be responsible for making meaningful opportunities for the active involvement of as many members as possible.
8) Any changes in annual dues shall be proposed by the retiring Executive Board and submitted to the membership for approval at the Annual Meeting.
9) The authority to expend funds of the Association and to hold title to and manage all of its assets rests with the Executive Board.
B. Elections
1) The Executive Board shall appoint a committee of 3 or more persons to nominate candidates for the Executive Board; the committee shall present its nominations at the November General Meeting. No more than one member of the Executive Board may serve on the nominating Committee; the Chair may not serve on the Nominating Committee.
2) Additional nominations shall be accepted from the floor at the November meeting, after which nominations shall be closed.
3) Nominees to the Executive Board must have been a member in good standing as of the first of November.
4) At each annual meeting, vacancies in the Executive Board shall be filled by electing members to two-year (2-year) terms or until their successors are elected, and their term of office shall begin at the close of the Annual Meeting at which they are elected. Terms are staggered: four (4) positions are elected in odd-numbered years, three (3) in even- numbered years.
5) Executive Board members and changes in annual dues may be voted on by absentee ballot. Members may obtain an absentee ballot by sending the Membership Coordinator a signed request that states the member’s name and address, accompanied by a self-addressed stamped legal envelope with two units of postage. The request is due by Dec. 15 preceding the Annual Meeting, and the ballot must be received by the Membership Coordinator prior to or during the Annual Meeting. Absentee ballots shall be secret ballots.
6) Statements from all candidates, not to exceed 500 words, if submitted in a timely fashion, shall be published on the Association’s website and in the Highlander newsletter edition prior to the election. Statements shall also be included with any absentee ballots provided to members.
7) Because Executive Board terms are only two years in length, these bylaws prohibit recall or removal of Executive Board members.
8) If any vacancy shall occur in the Executive Board between elections, the remaining members of the Executive Board shall select a new Executive Board member to fill such vacancy until the next Annual Meeting. At the next Annual Meeting, a member shall be elected by the membership to fill the remainder of the term, according to the standard election procedure.
ARTICLE VII— COMMITTEES
A. Committees are authorized to investigate, consider alternatives, and offer recommendations on a specific issue. The power to accept or act upon such recommendations rests with the Executive Board, or with the membership as specified in Article III.D.
B. Either the Executive Board, or alternatively, the majority of the members present at an Annual or Special Meeting, can form, appoint the members of, and instruct Committees. A maximum of one Executive Board member may serve on a given Committee.
C. When the members initiate a Committee at an Annual or Special meeting, notice of the intent to do so must follow the usual rules for agenda items at these meetings, including prior notice. When the Executive Board initiates a Committee, then it must follow the usual rules for reporting actions of the Executive Board.
D. All committee reports shall be delivered to the membership at a General Meeting, and the report shall be published in the Highlander newsletter and posted on the Association’s website.
ARTICLE VIII — PARLIAMENTARY AUTHORITY
A. These bylaws shall be the governing rules of the Association. There shall be no separate standing rules or special rules of order.
B. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws.
ARTICLE IX — AMENDMENT OF BYLAWS
A. These Bylaws may be amended at the Annual Meeting or at a Special meeting, by a two-thirds (2/3) vote of the members present at the time the vote is taken, provided that a quorum is present and the requirements for prior notice have been satisfied.
