LINDA VISTA

 

CIVIC ASSOCIATION

TOWN COUNCIL, INC.

 

 

 

BYLAWS

 

 

 

 

 

 

 

 

 


Heart of San Diego

 

 

 

 

Established 1993
BYLAWS of LINDA VISTA CIVIC ASSOCIATION TOWN COUNCIL, INC.

Adopted June 19th, 2003; Revised September 21st, 2006

 

Article I – NAME

 

The name of this organization is “Linda Vista Civic Association, Town Council Inc.”

 

ARTICLE II – PURPOSE AND OBJECTIVES

 

2.1  Mission:  The mission of the Linda Vista Civic Association Town Council is to protect and enhance the quality of life in Linda Vista.

 

2.2  Purpose:  The purpose of the Linda Vista Civic Association Town Council, Inc. (hereinafter referred to as the Association Town Council) is to promote the civic, commercial, educational, and cultural interests, and the general welfare of Linda Vista as a community of greater San Diego.

 

2.3  Objectives:  The objectives of the Association Town Council are:

 

-                  To provide a forum for discussion of community issues

-                  To take action as deemed necessary on community issues

-                  To communicate the views of the community to local governmental bodies

-                  To sponsor programs that benefit Linda Vista, and

-                  To provide educational programs to benefit the community at large.

 

ARTICLE III – MEMBERSHIP AND DUES

 

3.1  Membership:  Membership in the Association Town Council is open to any individual, business, residential association, or non-profit organization residing, working, or operating in, and/or having a sincere interest in the welfare of the Linda Vista community.

 

3.2    Classification:  Membership shall be individual, business (including residential associations and non-profit organizations) and other, as the Association Town Council may deem appropriate.  Honorary membership may be conferred by the Board of Directors, with the approval of the membership, to individuals who have significantly promoted the objectives of the Association Town Council.  Honorary membership confers no right to vote nor hold an Association Town Council office.  Honorary members are not required to pay dues.

 

3.3    Dues:  Dues shall be established by the Board.  Dues shall be paid annually by a member.

 

 

ARTICLE IV – BOARD OF DIRECTORS

 

4.1    Board of Directors:  The Board of Directors shall consist of eleven (11) members elected from the general membership.  The four (4) officers of the Association Town Council shall be included in the eleven (11) elected members.

 

4.2     Function:  The Board of Directors shall establish policy within the scope of the objectives and purposes of the Association Town Council and shall provide guidance and support to the officers.

 

4.3     Duties:  At the option of the President of the Association Town Council, each Board member may be assigned to chair a Standing Committee, and shall assume responsibility for coordinating the activities of said committee.

 

4.4     Vacancies:  A vacancy may occur by death, resignation, or removal of a Board member.  A member of the Board who is absent from three (3) consecutive regular meetings of the Board or a total of four (4) regular meetings of the Board in a calendar year may be removed unless absence is caused by illness or he/she is excused by the President.

 

4.5     Ethics:  In selecting Directors reasonable discretion shall be exercised to avoid conflict-of-interest situations that might limit their effectiveness.  Board shall conduct an ethics and accountability study biennially to ensure it is in compliance with rules and regulations, as well as best practices.

 

ARTICLE V – OFFICERS

 

5.1     Officers:  The officers of the Association Town Council shall be: President, Vice President, Secretary, and Treasurer.

 

5.2     Officers’ Duties

 

5.2.1       President:  The President shall be the principal officer of the Association Town Council and shall preside over all Board and Association Town Council meetings.  A Board member shall serve for at least nine months before being able to serve as President.  The President shall assign the directors to coordinate the activities of various committees to oversee the areas of concern to the Association Town Council.  The President shall be an ex-officio member of all such committees except the nominating committee.

The President is required to conduct a review of the Association Town Council‘s financial records annually during September to be reported at the annual meeting in November.  An audit shall be conducted every fourth year.  A majority of the Board may call for an audit at any time.

The President shall oversee preparation of an annual budget to be submitted to the Board at the September meeting and to the membership, for approval, at the November general meeting of the Association Town Council.  In the event that no budget is adopted in timely fashion, the prior year’s budget shall be used as a temporary guide for conduct of business.

The President shall oversee preparation of the annual informational tax return to both the federal and state governments annually, as required by the law for non-profit organizations.

The President shall sign all official correspondence from the Association Town Council after conferring with the Board of Directors.  The President may delegate this duty on a case-by-case basis as necessary.

The President shall inform the Board of Directors at the Board’s subsequent meeting, whenever he/she speaks in public on behalf of the Association Town Council.

 

5.2.2       Vice President:  The Vice President shall exercise all the powers of the President when the President is unable to perform the duties.  The Vice President shall perform additional duties as delegated by the President.  A Board member shall serve at least nine months before being able to serve as Vice-President.

 

5.2.3       Secretary:  The Secretary shall take minutes at all Association Town Council Board meetings and general meetings.  He or she shall maintain records in which the Bylaws, standard procedural documents, and minutes are kept, and made available at all Board meetings.

The Secretary shall maintain files of all committee reports and shall have on hand at each meeting a list of all existing committees and their members.  The Secretary shall maintain summaries of all presentations made by or on behalf of the Association Town Council, and of presentations made to the Association Town Council.  The Secretary shall maintain the permanent files and records of the Association Town Council and shall promptly deliver these files to his/her successor.

The Secretary shall prepare general correspondence of the Association Town Council, other than that more appropriately initiated by other officers and committee members.  Copies of correspondence shall be given to the Secretary for retention in the Association Town Council records.  In the absence of the President and the Vice President, the Secretary shall be the presiding officer.

     A newly-elected Board member is eligible to be elected as Secretary.  The term of the Secretary shall begin in January.

 

5.2.4   Treasurer: The Treasurer shall receive all monies and deposit funds in bank account(s) that are established for the Linda Vista Civic Association Town Council, Inc.  He/she shall pay bills, disperse funds and transfer funds as authorized by the Board of Directors.

     The Treasurer shall maintain an accounting of all financial transactions and maintain a record of the Association Town Council’s current fiscal situation.  He/she will report the fiscal condition monthly to the Directors.

     The Treasurer shall assist the President in preparing the Association Town Council’s annual budget and tax returns.

     The Treasurer may prepare checks for a Association Town Council member for amounts of $150 or less without prior Board approval.  The Treasurer will report these checks to the Directors at the subsequent Board meeting.  All checks shall be signed by two of the Board’s officers.

     A newly-elected Board member is eligible to be elected as Treasurer.  The term of the Treasurer shall begin in January.

 

5.3     Vacancies:  In the event of a vacancy in the office of the President, the Vice President shall assume the office of President for the remainder of the Association Town Council year.  All other vacancies shall be filled by Presidential appointment and confirmation by the majority of the Board of Directors.

 

5.4     Record Keeping:  Officers shall maintain Association Town Council files pertaining to the activities of their offices.  Officers shall make all such records available to their successors before the first meeting of the new Board of Directors in November.

 

ARTICLE VI – MEMBERSHIP MEETINGS AND QUORUM

 

6.1    Meetings:  The regular Association Town Council meeting shall be held monthly, except in July and December, or as directed by the Board of Directors.

Special Association Town Council meetings may be called by the President or upon a written request of five (5) members of the Association Town Council.  The request must state the purpose of the meeting and only such business shall be transacted.

The November meeting shall be the annual meeting of the Association Town Council.

 

6.2    Quorum:  A quorum for Association Town Council general meetings shall be at least five (5) directors and ten (10) additional members.

 

ARTICLE VII – BOARD OF DIRECTORS MEETINGS

 

7.1             Meetings:  The Board of Directors shall meet once each calendar month at a time and place designated by the President to prepare an agenda for the next regular membership meeting and to conduct such other business as may arise.  The Board of Directors shall meet monthly, except in July and December.  Board meetings are open to all Association Town Council members and visitors.

 

7.2              Special Meetings:  Meetings may be called by the President upon notice to all of the directors.  The Board may meet by telephone and any action taken at such a meeting shall have the same effect as if the Board had met in person, provided that such action shall be ratified at the next regular meeting.

 

7.3             Quorum:  A quorum for the Board of Directors shall be six (6) members of whom at least one shall be an officer.

 

ARTICLE VIII – COMMITTEES

 

8.1       Standing Committees:  Standing Committees, whose focus is on certain matters having an ongoing or long-term character, may be established by the Board of Directors as appropriate.  Current Standing Committees are Budget, Bylaws, Community Concerns, Membership, Newsletter, Policy, and Board Recruitment & Orientation Committees.  Committee Heads shall be appointed by the President.

 

8.2       Other Committees:  The President, with the approval of the Board of Directors, shall establish such other committees as are deemed necessary to carry out the programs and functions of the Association Town Council.  Committee activities shall support and promote the objectives of the Association Town Council, as defined in the Bylaws.  No action by a committee shall be binding upon or constitute an expression of the policy of the Association Town Council until approved or ratified by the Board of Directors.

 

ARTICLE IX – ELECTION OF DIRECTORS AND OFFICERS

 

9.1    Election of Directors:  In August the President shall fill by appointment any Election committee vacancies.  The committee will consist of a chairperson from the Board of Directors, and at least two members from the general membership.

All candidates for election to the Board of Directors must be current and in good standing on the Association Town Council. And must have his/her consent to nomination.  The slate of nominees shall be presented to the Association Town Council at the September regular membership meeting, where further nominations will be accepted from the floor.  At the close of nominations, the Election committee shall conduct the election by secret ballot.  The results shall be announced before the close of the September regular membership meeting.

Newly-elected Directors will take office at the start of January.

 

9.2    Election of Officers

 

9.2.1       Election of the President:  At the commencement of the October general membership meeting, the chairperson of the Election committee shall conduct the election of the President of the Association Town Council.  Any presidential candidate must be a member of the Board of Directors.  The election shall be conducted by secret ballot.  The President shall assume the elected position at the beginning of the January Board meeting and serve for one calendar year.

 

9.2.2       Election of Vice President, Secretary and Treasurer:  At the commencement of the November Board of Directors meeting, the chairperson of the Election committee shall conduct the election of the Association Town Council’s Vice President, Secretary, and Treasurer.  All Officers shall assume the elected position at the beginning of the January Board meeting and serve for one calendar year.

 

9.3    Term of Office:  All Directors and Officers shall assume their elected positions at the beginning of the November Board meeting.  All Directors shall be elected for a two (2) year term.  No board member shall serve more than three (3) consecutive terms, six (6) years.  Each officer shall serve a term of one year or until his/her successor assumes the office.  No officer may serve more than four (4) consecutive terms in the same office.

In case of the resignation or removal of a Board member, an alternate will be appointed by the President with the approval of the Board of Directors.

Any Board member who has completed three consecutive terms and left the Board will be eligible for membership again after a period of one year.

 

ARTICLE X – CONDUCT OF BUSINESS

 

10.1    Meeting Governance:  Robert’s Rule of Order shall govern the proceedings of all meetings of this Association Town Council when not inconsistent with the provisions of the Association Town Council’s Bylaws.

 

10.2    Board Policies:  The Board shall establish a set of organizational policies to guide day-to-day business, practices and organizational procedures.

 

ARTICLE XI – FISCAL YEAR

 

The fiscal year shall be from January 1st to December 31st.

 

ARTICLE XII – CHANGES TO THE BYLAWS

 

12.1    Amendments:  These Bylaws can only be amended by a majority vote of the members present at a regular meeting provided that the proposed amendment was submitted through the Bylaws Committee of the Association Town Council at a previous meeting.

 

12.2    Bylaws Adoption:  The Association Town Council Bylaws and amendments shall become effective upon adoption by majority vote in a designated general membership meeting.

 

ARTICLE XIII – INDEMNIFICATION

 

Insurance:  The Board of Directors shall require the Association Town Council to purchase standard directors’ and officers’ (D&O) liability insurance, including an appropriate severability clause, in order to meet its good-faith obligations under the terms and provisions of the Bylaws.

 

ARTICLE XIV – DISSOLUTION

 

This Association Town Council can be disbanded if a two-third’s majority of the registered membership approves a unanimous recommendation by the Board of Directors to that effect.  Upon dissolution of the Association Town Council, its assets shall be disbursed in a manner determined by the membership, and consistent with the objectives and policies of the Association Town Council.

 

ARTICLE XV – ASSOCIATION TOWN COUNCIL PROPERTY

 

The incoming President shall sign an acceptance form acknowledging the current disposition of Association Town Council property as represented in the corporate inventory records.

 

REVISED Bylaws were ADOPTED this 21st day of September 2006 by a majority vote at the general membership meeting of the Linda Vista Civic Association Town Council.

 

The name of this organization was formally changed from the Linda Vista Civic Association to the Linda Vista Town Council by a vote of the general membership on March 20, 2008