ByLaws

Downtown Campbell Neighborhood Association Bylaws

(adopted March 7, 2012)



Article I 
NAME AND BOUNDARIES

Section 1 (Name) The name of this Association shall be the Downtown Campbell Neighborhood Association (DCNA).
Section 2 (Boundaries) The DCNA shall be located in the city of Campbell, California and be geographically defined as the neighborhood bordered by Winchester Blvd, Hamilton Avenue, Highway 17 and Kennedy Avenue. The Board may propose a change in boundaries to maintain a cohesive downtown vision.


Article II
 VISION, MISSION AND PURPOSE

Section 1 (Vision) To provide a safe, clean neighborhood to be proud to live in and raise our families.
Section 2 (Mission) To establish and continually upgrade the neighborhood communication network, and improve upon and maintain the quality of life enjoyed by residents of the downtown Campbell community.
Section 3 (Purpose) The purpose of the DCNA shall be:
(a) to serve as a hub for communication and advocacy within our neighborhood;
(b) to support efforts to reduce crime in our neighborhood;
(c) to promote a safe pedestrian and bicycle environment in our neighborhood;
(d) to encourage volunteer participation in neighborhood activities;
(e) to preserve and enhance the physical and aesthetic environment within our neighborhood.
(f) to support efforts to reduce the negative impacts of adjacent land uses.
(g) to educate and communicate with members regarding pertinent city information.



Article III 
MEMBERSHIP

Section 1 (Eligibility) Any person over the age of 18 who resides or owns residential property in the DCNA area shall be eligible for membership.
Section 2 (Membership Types) There will be two distinct types of members: General Members and Associate Members.
(a) General Members are defined as any person over the age of 18 whose primary residence is within the DCNA boundaries.
(b) Associate Members are defined as any person who owns residential property within the DCNA boundaries yet does not reside within said boundaries.
Section 3 (Fundraising) Fundraising goals for DCNA shall be established by the Executive Board. Fundraising may include member donations.
Section 4 (Voting) Each General Member is entitled to vote, with a maximum of one vote per household. Associate Members are not entitled to vote.
Section 5 (Association Meetings)
(a) The Association shall conduct at least three (3) general meetings a year, including the Annual Meeting to be held in November. The purpose of the Annual Meeting shall be to set the direction for the following year including goals and priorities and to elect the Officers of the Association.
(b) Special meetings may be called by order of the Executive Board, the President or a petition of five percent (5%) of the Association membership, At least seven (7) days notice shall be given for special meetings.
(c) A quorum for Association Meetings shall be five percent (5%) of the General Members in good standing. For purposes of quorum, only one representative from each household shall be counted.



Article IV 
OFFICERS OF THE ASSOCIATION

Section 1 (Composition):
(a) The Officers of the Association shall consist of elected members for the offices of President, First Vice President, Second Vice President, Secretary and Treasurer.
(b) These Officers shall comprise the Executive Board of the DCNA.
Section 2 (Qualification for Office) A nominee for elected office must be a General Member. Only one member from each household may hold a position on the Executive Board at the same time. Section 3 (Terms of Office) (a) An Officer’s term of office shall begin on January 1st following the date of the election. Three officers are to be elected in odd numbered years. Two officers are to be elected in even numbered years. (b) No officer may hold more than one (1) office simultaneously, nor the same office for more than two (2) consecutive terms.
(c) Board positions may rotate among elected board members at the discretion of the board.
Section 4 (Vacancies)
(a) Vacancies in all offices, except that of President, shall be filled by appointment by the Executive Board. Appointed positions shall last until the next election.
(b) Any vacancy in the office of President shall be filled by the First Vice President. If the First Vice President is unable to assume the office of the President, then the vacancy shall be filled by appointment by the Executive Board. Appointed positions shall last until the next election.
Section 5 (Duties of Officers)
(a) President: The President shall coordinate all Association activities, preside at meetings of the Association and shall have the general powers of supervision and management of the Association as pertain to the office and such duties as may be designated by the Executive Board.
(b) First Vice President: The First Vice President shall assume the duties of the President in the President’s absence, shall be responsible for overseeing the Committees of the Association, and shall facilitate volunteer involvement in the Association. Other duties shall be performed as designated by the President or the Executive Board.
(c) Second Vice President: The Second Vice President shall assist the President by overseeing the function of the meetings and ensuring accordance with Robert’s Rules of Order, and shall be responsible for membership. Other duties shall be performed as designated by the President or the Executive Board.
(d) Secretary: The Secretary shall ensure a complete and accurate record of the DCNA activity. The Secretary shall prepare agendas for and keep minutes of all DCNA Membership and Executive Board meetings, shall be responsible for notifying DCNA members of membership meetings and Executive Board members of Executive Board meetings, shall be responsible for the preparation and recording of other official documents (e.g. correspondence, grant applications) on behalf of the Executive Board, and shall have the responsibility of maintaining a current roster of all DCNA members and volunteers.
(e) Treasurer: The Treasurer shall be custodian of the DCNA funds and under the direction of the Executive Board shall ensure that funds are used for the exclusive support of the DCNA mission. The Treasurer shall, with the Executive Board and membership collaboration, develop a budget, collect deposits, make payments, oversee all DCNA funds, keep proper financial records, and provide financial reports to the membership and Executive Board regularly. DCNA checks shall be signed by the Treasurer and by one of the following: the President, or if unavailable, by the First Vice President.
Section 6 (Duties of the Board)
(a) The Board is required to uniformly apply the rules and guidelines of the association as set forth in Association Rules and Guidelines (Appendix A).
(b) The Board is responsible for updating, modifying, adding to or deleting rules.
Section 7 (Removal)
(a) Board Members: The Executive Board reserves the right to remove from office any Executive Board member for just cause upon written notification. Just cause shall include noticeable disinterest in the welfare of the Association, excessive unexcused absences, failure to perform the duties of the office, and/or violation of the provisions of these Bylaws.
A two-thirds (2/3) majority vote of the entire Executive Board shall necessary for removal from the Executive Board.
(b) Members: The Board reserves the right to remove any member from the Association, or to withhold a member’s voting privilege, who violates the vision, mission, or purpose of the Association as stated in these bylaws. Prior to any Board action the member shall be invited to address the Board in a private session.
Section 8 (Executive Board Meetings)
(a) The Executive Board shall meet at least nine (9) times annually at times designated by the Executive Board. The President may call special meetings at any time and shall call a special meeting upon written request of three (3) Executive Board members. At least three (3) days notice shall be given of any Executive Board Meeting.
(b) A quorum shall consist of a majority of the Executive Board and, except as otherwise provided by these Bylaws, a majority vote of those present shall govern.


Article V 
COMMITTEES OF THE ASSOCIATION

Section 1 (Committees) Committee chairpersons shall be appointed by the Executive Board. Standing committees may include but are not limited to: Social Committee, Membership Committee and Publicity Committee. Additional committees may be added as deemed necessary by the Executive Board.
Section 2 (Qualification for Office) A committee chairperson must be a General Member.


Article VI
 NOMINATIONS AND ELECTIONS

Section 1 (Nominations)
(a) The Executive Board shall submit a ballot of Officers to the Association membership for consideration at least three weeks before the Annual Meeting of the Association.
(b) In an election where mail-in or return ballots are not being used, nominations may be accepted from the floor, provided the nominee meets the qualifications, is present and consents.
(c) In an election where mail-in or return ballots are being used, no nominations will be accepted from the floor. Any member meeting the qualification for office who has submitted a statement of interest to the Executive Board within the announced time frame shall be included in the ballot.
Section 2 (Elections)
(a) The election of Officers shall be conducted at the Annual Meeting of the Association.
(b) Those nominees running for Officer positions receiving the largest number of votes for each office shall be declared elected.
(c) Voting shall be conducted by ballot. Mail-in, return ballots, or online voting may be used.


Article VII 
PARLIAMENTARY AUTHORITY

Section 1 (Conduct of Meetings)
Conduct of meetings and other business of the Association and its subordinate bodies shall be governed by the current edition of Roberts Rules of Order, Newly Revised, except as otherwise provided herein.


Article VIII 
AMENDMENTS

Section 1 (Proposal of Amendments)
Amendments to these Bylaws may be proposed by either (1) the Executive Board, or (2) by written petition by ten percent of the total number of General and Associate Members in good standing. Amendments must be addressed to the Secretary. Amendments proposed by such a petition shall be promptly considered by the Executive Board and must be submitted to the members with the recommendations of the Executive Board. The proposed amendments will then be placed on the agenda of the second subsequent regular meeting, at which time the proposed amendments shall be acted/voted on.
Section 2 (Adoption of Amendments)
An affirmative vote of two thirds (2/3) of the General Members present and in good standing at an Association meeting where quorum is present shall be required to adopt any proposed amendment(s) to these Bylaws; provided that notice of the proposed amendment(s) has been given in the notice of the meeting. 


Article IX 
DISSOLUTION

Section 1 (Dissolution)
In the event of dissolution of the DCNA, any assets remaining after payment of debt and liabilities shall be given to a non-profit community group, as directed by a majority of the Executive Board.

APPENDIX A

Association Rules and Guidelines
(These rules and guidelines are intended to be generated, added to, or deleted as needs arise.)