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Bylaws of
PICFAIR VILLAGE
NEIGHBORHOOD ASSOCIATION
ARTICLE I – NAME AND GEOGRAPHIC BOUNDARIES
Section 1. Name
The interim name of this organization shall be the “PicFair Village Neighborhood Association”, defined herein as “the Association”.
Section 2. Geographic Boundaries of the Association
The Association shall be the area bounded by the center lines of the following streets – all within the City and County of Los Angeles, California, U.S.A.:
• Pico Blvd. Boulevard on the North
• Hauser Boulevard on the East
• Venice Boulevard on the South
• Fairfax Avenue on the West
ARTICLE II - PURPOSE
The Purpose of our Association is to bring together the skills, talents and vision of our diverse community in a unifying force to promote our social, cultural, economic, personal and community well-being.
We seek to provide a neighborhood that is safe, peaceful, harmonious, respectful, and a home and business area to be proud of.
We will work with other neighborhood groups, local businesses, governmental and private agencies in the City and County of Los Angeles, as well as in our State and Nation, to enhance our organization and its policies for the well-being of our community.
ARTICLE III - MEMBERSHIP
Section 1. General membership
Membership in PicFair Village Neighborhood Association shall be open to any person who resides or owns or manages a business within PicFair Village Neighborhood Association boundaries.
Section 2. Requirements for Becoming a Member and Continuing Membership
A. Requirements for Becoming a Member
Membership in this Association is open to any person who fulfills all of the following criteria – all within the Geographic Boundaries of the Association:
(1) Must be at least age eighteen.
(2) Must currently fulfill one or more of the following criteria – all within the Geographic Boundaries of the Association:
(a) Is a resident.
(b) Owns real estate.
(c) Is the principal owner of a business that has a site within the Geographic Boundaries of the Association.
(d) Is the principal manager of a business that has a site within the Geographic Boundaries of the Association.
B. Requirements for Continuing Membership
These requirements are the same as the Requirements for Becoming a Member. See Article III, Section 3, Subsection A.
Section 3. Non-Discrimination.
Membership in the Association or candidacy for office or any other position in the Association shall not be denied due to the presence of or the lack of presence of any
of any attribute of the following characteristics: race, color of skin, gender, creed,
national origin, sexual orientation, political affiliation, socioeconomic status, land ownership, physical handicap (s), or age (provided that the candidate is at least as old as the minimum age of membership.
Section 4. Membership start date.
Once a person has satisfied the above membership requirements, his or her membership, including voting privileges, starts immediately.
Section 5. Termination of Membership.
A person’s Association membership will be terminated when the Requirements For Membership detailed in this Article III, Section 2 cease to be fulfilled, or by resignation.
Resignation may be accomplished by notifying the Secretary, preferably in writing.
Cause for termination or removal from the association include all the reasons detailed in the attached “Code of Conduct” (see Appendix 1).
Section 6. Awards.
The General Membership may confer, by majority vote, either the award of “Honorary Member of PicFair Village Neighborhood Association” or the award of “PicFair Village Neighborhood Association Award of Distinction” (or similar title) upon any person it chooses. Such an award will be a token of the Association’s esteem, appreciation, etc… The recipient, however, cannot vote in Association meetings or hold any Association office, unless he or she shall be an Association Member via Section 3. Any such award may be rescinded by a two-thirds vote at a General membership meeting.
ARTICLE IV - OFFICERS
Section 1. The Officers of the Association, except the Immediate Past president, shall be elected for a term of one year, and shall be in the following hierarchical order:
A. PRESIDENT
The President shall act as Chief Executive Officer of the Association. In this document, the term “President” shall mean the presiding officer of an Association activity at a particular time, which usually would be the elected President. Additional duties of the President include:
(1) Presiding over all Association meetings.
(2) Be, by virtue of his/her office, the Chairman of the Board of Directors.
(3) Have the control and management of the affairs of PicFair Village Neighborhood Association.
(4) Be responsible for communicating the agenda as set by the Board and meeting notices for Association quarterly or special meetings.
(5) Be responsible for communicating the agenda and meeting notices to the Secretary for typing, reproducing and distributing to Block Captains.
(6) Communicate with Association Representatives on a regular basis on matters that concern the Neighborhood Association that shall be presented to the P.I.C.O. Neighborhood Council’s Board of Directors.
(7) Present at each annual meeting of the Neighborhood Association an annual report of the work of the Neighborhood Association.
(8) See that all books, reports and certificates required by law, P.I.C.O. Neighborhood Council, or the City of Los Angeles are properly kept or filed.
(9) Be an ex-officio member of all committees, with the exception of the Nominating Committee, of which he or she is not already a full-fledged member.
(10) The President shall be listed on PicFair Village Neighborhood Association’s bank account and shall be one of two principal authorized signatories on said account.
B. VICE-PRESIDENT
The Vice-President shall act as an assistant to the President, and shall perform the duties assigned to him or her by the President.
The Vice-President shall, during the absence or inability of the President to exercise his/her office, become acting President of the PicFair Village Neighborhood Association with all the rights, privileges, powers and responsibilities, as if he/she had been the duly elected President.
The Vice-President shall be listed on PicFair Village Neighborhood Association’s bank account. He/she shall be authorized to sign checks on behalf of PicFair Village Neighborhood Association in the absence of one of the two authorized Officers to sign checks, i.e., the President and the Treasurer.
C. SECRETARY
The Secretary shall be responsible for:
(1) Maintaining all documentation used in conducting PicFair Village Neighborhood Association business, i.e.,
i. PicFair Village Neighborhood Association Bylaws
ii. All meeting minutes
iii. Outreach proposals
iv. A copy of all treasury reports
v. A copy of committee reports
vi. Residential and business listings
vii. Maintaining a current Association membership list
viii. Maintaining a current list of all committees and committee chairpersons and members
ix. Meeting sign-in sheets
x. Certificates required by law, P.I.C.O. Neighborhood Council or the City of Los Angeles
(2) Taking minutes at all Neighborhood Association meetings he or she attends, i.e., Executive Board Meetings, general meetings, etc…
(3) Preparing the minutes to have them approved at the next Neighborhood Association meeting.
(4) Receiving, validating when necessary and keeping current the nominations from the Nominating Committee (defined in Article VIII) and other nomination sources.
(5) Receiving, validating and keeping current all petitions for Association Activities, such as Amendments to the Association Bylaws, Petitions to the Board of Directors, Petitions to revoke the Board of Directors, Nomination Ballots, etc…
(6) Arranging with the Assistant Secretary for at least one of them to be present at each General membership meeting.
D. ASSISTANT SECRETARY
The Assistant Secretary shall act as an assistant to the Secretary, and his/her duties shall include (but not be limited to)::
(1) Reproducing minutes for distribution to residents at next Neighborhood Association meeting.
(2) Reproducing and distributing meeting flyers to Block Captains 2 weeks before the regular meeting and/or special meeting.
(3) Reproducing and distributing meeting agenda at each meeting along with meeting sign-in sheet.
i. Distribution of agenda consists of placing agenda and sign-in sheet on the designated information table at the meeting place.
E. TREASURER
The Treasurer shall maintain the financial records of the Association and shall be the Chairperson of the Finance Committee (defined in Article VI). The financial records of the Association must be available for inspection by any Association member, by appointment, after all General membership meetings and all Board of Directors meetings, or at any mutually agreeable time and place.
F. IMMEDIATE PAST PRESIDENT
The Immediate Past President, if available, and if he or she has not been removed from office (causes for removal are defined in Article VI, Section 5) during his or her tenure as President, shall be a member of the Board of Directors. Since this is an assumed office, election is not necessary, except as provided in Section 4.B of this Article. Duties include:
(1) Advisor to the President
(2) Advisor to the Board of Directors
Section 2. Requirements for offices.
A. For the 13 months immediately following the original adoption of these Bylaws, Subsection B, C and F of this section are inoperative.
B. A candidate for any Association office must have attended at least two General membership Meetings or other authorized Committee meetings or a combination of those two, within the preceding 12 months.
C. Length of Membership
1. A candidate for any Association office, except the offices of the Secretary or Assistant Secretary, must be a current Association member and must have been a member of the Association for the past 12 months.
2. A candidate for either the office of Secretary or Assistant Secretary must be a current Association member and must have been a member of the Association for the past 2 months.
D. Non-Discrimination.
Membership in the Association or candidacy for office or any other position in the Association shall not be denied due to the presence of or the lack of presence of any of any attribute of the following characteristics: race, color of skin, gender, creed, national origin, sexual orientation, political affiliation, socioeconomic status, land ownership, physical handicap (s), or age (provided that the candidate is at least as old as the minimum age of membership.
E. Term Limits: A candidate for president, Vice President or Treasurer must not have held that office for more than 3 terms (total time) of the preceding 4 terms, unless (i) There are no other Association members who are willing or qualified to serve in the office(s) in question, and (ii) The current officer agrees to continue to serve in his/her capacity, then the current officer may be a candidate for additional term(s) as necessary.
F. Additional requirements for president: A candidate for President must have served as a member of the Board of Directors for seven or more months during the preceding 24 months.
Section 3. Additional Duties of Officers.
A. All Officers shall be members of the Board of Directors.
B. All Officers, except the Immediate Past President and the Secretaries, shall be regular members of the Finance Committee.
C. All Officers shall attend Association General meetings (defined in Article VII), unless they notify the Secretary with reasonable cause.
Section 4. Vacancies Among the Officers.
A. If a midterm vacancy occurs among the Officers described in this Article, with the exception of the Immediate Past president, the Nominating Committee will be activated, and the vacancy will be filled at the next appropriate General membership meeting that occurs, with Proper Advance Notice For Meetings.
At that General Membership Meeting, the Association members will elect a person to fill the vacancy until the next Annual Meeting. If a Board of Directors Meeting occurs before the aforementioned General Membership Meeting, the Board of Directors, convening with Proper Advance Notice For Meetings, may choose to elect an “Acting” Officer, e.g., “Acting Treasurer”, who will serve until the above-mentioned General Membership Meeting occurs.
B. If the office of Immediate Past President becomes vacant, the entire remaining members of the Board of Directors, with a Proper Advance Notice For Meetings, may elect another Immediate Past Officer of the Association to fill the vacancy so created.
C. Finance Committee Member At Large position vacancy.
If a Member At Large position becomes vacant, the Nominating Committee will be activated, and subsequent Proper Advance Notice For Meetings will be given to the General Membership. A special election to fill out the term will be held at the next appropriate General membership meeting.
D. Nominating Committee vacancies.
Vacancies on the Nominating Committee occurring between the Annual Meetings shall be filled as defined in Article VIII, Section 2.
ARTICLE V – BOARD OF DIRECTORS
Section 1. The Board of Directors, subject to the prime authority of the General Membership and except as limited by these Bylaws and motions legitimately passed by the General membership, will be responsible for conducting the business and management of the Association.
Section 2. The Board of Directors shall be composed of the Association Officers (President, Vice-President, Secretary, Assistant Secretary, Treasurer and Immediate past president) and the chairpersons of committees approved by the General Membership, except the Nominating Committee.
Section 3. A Board of Directors member shall have one vote, even if that member is an officer and/or the chairperson of one or more General Membership-approved committees.
Section 4. It is the responsibility of each Board of Directors member to notify the Board of Directors’ presiding officer if he or she is to be absent from a given meeting. So doing, however, does not excuse the member from the provisions of Section 5 B of this Article.
Section 5. Revoking of Board of Directors Membership
Membership in the Board of Directors, which includes the holding of an Association Office, if applicable, of any member may be revoked by either of the following methods:
A. By Vote at a General Membership Meeting.
1. A petition, stating the name of the Board Member in Question, the office he or she holds, and the complaints against him or her (which may include any or all of the causes for termination detailed in the “Code of Conduct” in Appendix 1) must be signed by a minimum of 25 Association members or at least 60 percent of the attendance of the most recent General membership meeting, whichever is greater.
This petition must be turned in to the Secretary, who will validate the signatures expeditiously. If the petition contains at least the required number of validated signatures, the Secretary will place a Removal From Office item on the agenda of the next appropriate General Membership Meeting from the validation date. The date of this next appropriate General Membership Meeting will be designated “Removal From Office vote date”.
2. Advance notice of this agenda item must be delivered to the Board Member in Question, if possible. Announcement of the agenda item must also be listed on the meeting notice to the General membership.
3. At the General Membership Meeting on the Removal From Office vote date, the removal from office requires a two-thirds majority of the votes cast by those present and eligible to vote. At any such meeting, the Board Member in Question cannot preside, and if a vacancy is created, a successor may be elected to serve until the next General Meeting.
B. By Absence from the Board of Directors Meetings.
Any member of the Board of Directors who fails to attend three of the preceding four regularly scheduled Board of Directors meetings since he or she became a member of the Board of Directors shall be presumed to have resigned from the Board of Directors.
Section 6. A person removed from Board of Directors Membership by Section 5 of this Article:
A. Is automatically ousted from:
1. Any Association office he or she may hold.
2. Membership in the Finance Committee.
3. Finance Committee member at large.
B. Cannot serve the Association in any capacity enumerated in Subsection A, until the next Annual Meeting.
Section 7. Vacancies Among the Board of Directors Members
A. Vacancies among the Officers was previously defined in Article IV, Section 4.
B. Vacancies Among the non-officers.
If a vacancy occurs among the chairpersons of committees approved by the General Membership, the affected committee will elect a chairperson, who immediately will become a member of the Board of Directors.
ARTICLE VI – OTHER COMMITTEES
Section 1. There shall be a Finance Committee, which shall be chaired by the Treasurer. The Finance Committee, subject to the prime authority of the general Membership, shall be responsible for the financial policy, the financial management functions, and the Assets of the Association. A financial report shall be made by the Chairperson at each meeting of the General membership and Board of Directors, unless otherwise voted by the General Membership.
A. This Committee shall consist of the Treasurer, President, Vice President and two Finance Committee Members At Large. The Members At Large shall be elected from and by the General membership at the Annual Meeting.
B. If a Member At Large becomes a member of the Board of Directors during his or her term, the position on the Finance Committee thereby becomes vacant.
C. If a Member At Large position becomes vacant, the Nominating Committee will be activated, and subsequent Proper Advance Notice For Meetings will be given to the General Membership. A special election to fill out the term will be held at the next appropriate General membership meeting.
D. Finance Committee meetings shall be held at the request of the Treasurer or by a majority vote of the General Membership or the Board of Directors or the Finance Committee. A quorum shall consist of sixty percent of the Finance Committee members.
Section 2. There will not initially be a Nominating Committee. Nominations will be made by the General Membership at the appropriate Association meetings.
If and when the attendance at two quarterly meetings in a row surpasses thirty-five members each time, then a Nominating Committee will be formed at the end of that second quarterly meeting. The Nominating Committee will be governed by the rules defined in Article VIII.
Section 3. The Board of Directors or the General Membership may establish other committees as it desires.
Section 4. Ad Hoc Committees may arise from the General membership. Chairpersons, or representatives, of all such committees will be allowed reasonable times to speak at General membership and Board of Directors meetings, as long as their actions at these meetings are not disruptive. “Disruptive conduct” is defined in the attached Code of Conduct (see Appendix 1), and will be enforced as such by the presiding officer.
Section 5. Membership in all committees, except the Board of Directors, the Finance Committee, and the Nominating Committee, will be open to any Association member, unless otherwise voted by the General membership.
Section 6. At least once per twelve-month period, each committee, except the Board of Directors, the Finance Committee, and the Nominating Committee, will apply to the General membership, at a General membership Meeting, for approval of its continued existence. This application for approval must include a recap of the committee’s activities, if any, during the past twelve months and the committee’s goals and plans for the coming twelve months.
A. If the General Membership approves, by majority vote, of the committee’s existence, the committee will elect its chairperson, who immediately will become a member of the Board of Directors.
B. If the General membership does not approve, by majority vote, of the committee’s continued existence, the committee must disband within 10 days, turn its records over to the Secretary, and will no longer be officially represented by a member of the Board of Directors. If a person is already a member of the Board of Directors due only to his or her being chairperson of the not-approved committee, that person’s membership on the Board of Directors will end ten days after the General Membership’s vote of non-approval.
C. If any committee, except the Board of Directors, the Finance Committee, or the Nominating Committee, has not been voted on by the General Membership during the preceding twelve months, the consequences are as if the General Membership had not approved, by majority vote, of the committee’s continued existence. See Subsection B, above.
ARTICLE VII – ASSOCIATION MEETINGS
Section 1. General Membership Meetings
Within these Bylaws, the term “General Membership Meeting” signifies a meeting of the General Membership for the purpose of transacting the business of the Association. Such meetings include the Annual Meeting, Regular Meetings, and Special Meetings. Each Association member must, so far as is reasonable, be notified of a meeting at least three days in advance. The date, time, and place of General membership meetings shall be determined by the Board of Directors, unless overruled by the General membership.
There will be no minimum quorum at the General membership meetings, and the members present at any specific meeting will be accepted to represent a viable and acceptable vote. Any motion voted on that carries at least 51% of the votes of the members present at that meeting shall be considered officially accepted. Absentee ballots are not allowed and will not be counted.
A. Annual Meeting.
The Annual Meeting shall be held during the first calendar quarter of each year, or as close to that date as practicable if extenuating circumstances interfere. The agenda for this meeting shall include, as a minimum:
1. Reports by the President and Finance Committee Chairperson.
2. Reports from each Association committee that has been active during the past fiscal year.
3. Election of Officers, the two Finance Committee Members At Large, and the Nominating Committee.
4. Adoption of a budget, if needed, for the ensuing fiscal year.
5. Installation of the newly elected Officers, Nominating Committee and Finance Committee Members At Large.
6. Introductions of the Chairpersons of each active Association committee who will be members of the Board of Directors.
7. Notices of the next General Membership Meeting and the next Board of Directors meeting.
8. Opportunity for comments from the General Membership.
B. Regular Meetings.
1. Regular meetings shall be held once per calendar quarter, barring extenuating circumstances. The Annual Meeting (See Section 1.A of this Article VII) may substitute for one of these quarterly meetings. Within these requirements, the General Membership may vote on changing the frequency of Regular Meetings.
2. The agenda for Regular Meetings shall include, as a minimum:
a. Reports by the President and Finance Committee Chairperson.
b. Committee Reports, unless otherwise decided by a vote of the General membership.
c. Notices of the next General membership Meeting and the next Board of Directors meeting.
d. Opportunity for comments from the General membership.
C. Special Meetings
A Special Meeting may be held at any time, and shall be called upon a majority of the General membership or the Board of Directors or upon validation of a petition to the Board of Directors. A valid petition, in this case, will contain the reason for the requested meeting and must be signed by a minimum of 25 Association members or at least 60 percent of the attendance of the most recent General membership meeting, whichever is greater.
Section 2. Board of Directors Meetings
Board of Directors meetings shall be held at least once per calendar quarter, barring extenuating circumstances. Additional meetings may be held at the discretion of the President or by a majority vote of the Board of Directors.
A. The quorum at a Board of Directors meeting shall be sixty percent of the Board of Directors membership, excluding the office of Immediate Past president. The Immediate Past President’s presence or absence will not be used in calculating a Board of Directors quorum.
B. Absentee voting is not allowed in Board of Directors Meetings.
Section 3. Visitors.
A. Visitors are welcome at all meetings.
B. Children under the minimum age are welcome at all meetings, at the discretion of the presiding officer, as long as at least one of their parents or guardians is a member of the Association and present at the meeting, and the children’s behavior is not disruptive.
C. Visitors are not allowed to vote.
ARTICLE VIII - NOMINATIONS
Section 1. The Nominating Committee, if and when it comes into existence (as per previously defined in Article VI, Section 2) shall be composed of Five ( 5) members.
A. The Nominating Committee Members shall be elected, to serve until
the next Annual Meeting by the General Membership at the Annual
Meeting. None of these Committee Members shall be a member of
the Board of Directors.
B. All Nominating Committee Members shall be elected from among those who have been members of the Association at least the preceding twelve (12) months. This requirement should not apply for the election of the initial Nominating Committee.
C. The Board of Directors shall convene the Nominating Committee within three months after the Annual Meeting at which time, the Nominating Committee shall elect one of its members to be Chairperson. The Chairperson will not, by this election become a member of the Board of Directors.
D. The quorum for a Nominating Committee meeting shall be sixty (60)
percent of the Nominating Committee members.
Section 2. Vacancies on the Nominating Committee occurring between the Annual Meetings shall be filled as follows:
A. If a Nominating Committee member, elected by the General
Membership, becomes a member of the Board of Directors during his
or her term, the position of that member on the Nominating Committee
thereby becomes vacant.
B. If a General Membership-elected position becomes vacant, the General
Membership shall, after a Proper Advance Notice for Meetings, elect a
replacement at the next appropriate General Membership Meeting to
serve for the remainder of the vacated position’s term.
C. If the position of Chairperson becomes vacant, the Nominating
Committee shall first bring itself to full strength, and then shall elect a new Chairperson from among its members.
Section 3. During the term, the Nominating Committee shall nominate one or more candidates for each position to be filled by election, including the positions to be filled at the next Annual Meeting and all intervening situations.
A. Non-Discrimination. See Article IX. Section 1.
B. No member of the Nominating Committee may be nominated by the
Nominating Committee for any of the positions for which it is selecting nominees.
C. No name may be placed in nomination unless the prospective
candidate has agreed to serve.
D. The Nominating Committee shall submit its list of nominees to the
General Assembly for the election of the Board of Directors at least
thirty-one days initially, thereafter the Nominating Committee
shall submit its list of nominees to the Board of Directors thirty-one
days before the Annual Meeting or in case of mid-term election, at
least twenty days before election date.
D. Each candidate shall be listed on the ballot without comment as to
the source of the nomination.
ARTICLE IX ADMINISTRATIVE PROCEDURES
Section 1. Parliamentary Authority.
The rules contained in the current edition of Robert’s Rules of Order, Newly Revised Edition shall govern the Association in all cases to which they are applicable, provided that they are not inconsistent with these bylaws or any special rules of order the Association may adopt or any statutes applicable to this organization.
Section 2. Proxy voting is not allowed.
Section 3. Association Expenditures.
A. All expenditures up to $500 can be approved by the Finance Committee.
B. All expenditures between $500 and $1000 must be approved by the Finance Committee and the Board of Directors.
C. All expenditures over $1,000 must be pre-approved by the General
Membership.
D. All checks must be signed by two (2) of the following
Officers: Treasurer, President, Vice President
Section 4. Proper advance notice for meeting
A. Notification to the General Membership of Meetings, including Location, date, time and a brief summary of the planned agenda shall go to all Association members.
B. Notification to the Board of Directors members of the Board of Directors Meetings, including location, date, time and a brief summary of the planned agenda shall go to the Board of Directors members.
C. In order to conduct Association business, members must be notified at least three days before the meeting.
ARTICLE X AMENDMENTS
Section 1. These By-Laws may be amended or repealed at any Association General Membership Meeting by the following means:
A. A proposed amendment shall be placed on the Association General
Membership Meeting agenda by either of the following two actions:
(1) By a two-thirds vote of the Board of Directors meeting held at least thirty days (30) before the General Membership Meeting.
(2) By petition of at least ten Association members, presented to the Board of Directors at a Board of Directors Meeting held at lest thirty days (30) before the General Membership Meeting. At the close of the Board of Directors Meeting the submitters mist provide to the Board of Directors the final text of the proposed amendment,
a verbatim copy of which the Secretary shall place on the General Meeting agenda.
B. A summary of the proposed amendment, in brief general terms, shall be
included in the notification of the General membership Meeting, which
shall go to all members. This notification shall be distributed to the members at least three days (3) before the meeting.
C. Requirements for adoption.
(1) If the text of the proposal amendment is unmodified from the
agenda text, the amendment shall be adopted if it receives a two-
third majority of the total votes cast.
(2) If the text of the proposed amendment is modified in any way from the agenda text by action at the General Membership Meeting, the amendment shall be adopted if it receives a vote of at least two-thirds of those present and eligible to vote.
Section 2. Adopted amendments shall become effective immediately after the
Adjournment of the meeting at which they are adopted.
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