(A Non-Profit Association)

• Article I - PURPOSE
• Article II - MEMBERSHIP
• Article III - BOARD OF DIRECTORS
• Article IV - OFFICERS
• Article V - GENERAL MEETINGS
• Article VI - VOTING PROCEDURE AND RIGHTS
• Article VII - FEES AND DUES
• Article VIII - DUTIES OF OFFICERS
• Article IX - DUTIES OF THE BOARD OF DIRECTORS
• Article X - MEETINGS OF THE BOARD OF DIRECTORS
• Article XI - COMMITTEES
• Article XII - NOMINATIONS AND ELECTIONS OF BOARD MEMBERS
• Article XIII - REFERENDUM AND RECALL
• Article XIV - AMENDMENTS
• Article XV - UNDELEGATED POWERS

 

Article I - PURPOSE

The purpose of this Association shall be that of a non-profit association to promote and comtribute to the general welfare and betterment of the Glenwood, Peacock Crest and Seaview subdivisions through organized action and effort.

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Article II - MEMBERSHIP

All persons owning property on streets in the neighborhood of Glenwood, Peacock Crest and Seaview subdivisions shall be eligible for membership in this Association.

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Article III - BOARD OF DIRECTORS

1. Only those members entitled to vote shall be eligible to serve on the Board of Directors, hereinafter referred to as the Board.
2. The Board shall consist of at least nine (9) members, each elected for two year terms; five shall be elected in even-numbered years, four in odd-numbered years. At the first election, nine shall be elected, five to serve for two years, and four to serve for one year.
3. Each member of the Board shall serve until a successor has been elected.
4. Vacancies occurring on the Board shall be filled by appointment by the President with the approval of a majority of the Board for the unexpired term of office.
5. In case of two of more persons jointly owning property, only one (1) person of such group may be a member of the Board at any one time.

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Article IV - OFFICERS

1. The Officers of this Association shall be President, Vice-President, Secretary, and Treasurer, elected from the Board of Directors.
2. The Officers shall be elected annually by a majority of the Board at its first regular meeting of the new fiscal year and shall serve until their successors are duly elected.

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Article V - GENERAL MEETINGS

1. The annual meeting of the membership of this Association shall be held during the month of January each year, the exact date to be determined by the Board.
2. The Board shall be empowered to call such additional meetings of membership as it shall deem advisable.
3. The Board shall call a meeting of the membership upon written petition filed with the Secretary containing sufficient signatures to represent at least ten (10) voting memberships.
4. Notice of all general meetings, stating date, place, and time of such meetings, shall be posted on the Glenwood Homeowners' Association sign board at the end of Knight and Main. This posting shall constitute due notice.

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Article VI - VOTING PROCEDURE AND RIGHTS

1. Only those members who have paid their current year's dues (if any) shall be eligible to vote.
2. There shall be a total of one (1) vote per parcel of property, except when 1: more than one person owns one parcel of property, they shall be entitled to only one vote as a group 2: one person or a group of persons own more than one parcel of property, only one (1) vote for such ownership shall apply.
3. There shall be no cumulative voting rights.
4. No vote shall be cast by proxy.
5. The manner of voting shall be determined by the Board.

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Article VII - FEES and DUES

1. The annual dues shall be such amount as is fixed by the Board each year. Dues shall become payable in advance before May 1 of each year.
2. If property is owned jointly or by more than one person, only one annual dues amount shall be payable.

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Article VIII - DUTIES OF OFFICERS

1. The President shall preside at all meetings, shall exercise general supervision over the affairs and activities of the Association and shall serve as an ex-officio member on all committees.
2. The Vice-President shall assume the duties of the President during his absence.
3. The Secretary shall keep a complete and accurate record of all the proceedings of the Association and of the Board, shall conduct all correspondence, keep file of all records and copies of official letters and give required notice of all meetings.
4. The Treasurer shall receive all Association funds, keep them in a bank, or banks, approved by the Board, and pay out funds only after approval of the expenditure by the Board. Payment of funds shall be by check signed by the treasurer. Payment of funds shall never be for an amount greater than funds available in the account. In the event the amount to be paid exceeds $ __TBD___, two signatures will be required.
5. If at any time the above officers are unable to perform their duties for whatever cause, the president officer shall appoint a member of the Board to assume for the time being all the duties and functions prescribed above.

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Article IX - DUTIES OF THE BOARD OF DIRECTORS

1. The Board shall consider, promote and transact the business of this Association, shall order the disbursement of all funds and payments of all bills and invoices and shall discharge such other delegated duties as are set forth in these By-Laws.
2. A majority of the Board shall approve all bills and invoices for payment or any other disbursement of funds.

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Article X - MEETINGS OF THE BOARD OF DIRECTORS

1. The Board shall meet regularly on or about each quarter of the year in open meeting.
2. The Board shall establish a fixed meeting time and date.
3. The President may call additional meetings of the Board as he/she may deem necessary upon a minimum of seventy-two (72) hours notice to the Board members, which need not be in writing.
4. A majority of the total of all Board members constitutes a quorum for the purpose of convening Board meetings. A majority of Board members preseent at a meeting shall suffice to approve payment of bills and invoices.

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Article XI - COMMITTEES

1. The President, with the approval of the Board, can appoint the following standing committees: Finance, Covenants, Public Improvements, Activities, and other such committees as the Board shall deem necessary.
2. The Finance Committee shall assist the Treasurer and shall make recommendations regarding the financial structure of the Association. It shall prepare an annual budget and shall recommend the amount of annual dues. At the close of the fiscal year, the Finance Committee shall audit the records of the Treasurer and make full report in writing to the Board.
3. The Covenants Committee shall investigate and may assist in the enforcement and/or administration of real estate covenants and restrictions, and property covenants as are recorded in the office of the Recorder, Marin County, affecting the Glenwood area.
4. The Public Improvements Committee shall study, review, and recommend and supervise, if necessary, meassures to be taken for the general welfare of the Glenwood area.
5. The Activities Committee shall promote special events for the Association and shall conduct such promotional activities as may be deemed necessary by the Board.
6. Committees or members thereof shall not be empowered to initiate or conduct actions or activities which may have legal or financial consequences for this Association beyond the scope of the normal activities as intended in the previous sections (b) through (e). For this purpose, the Board of Directors shall regularly monitor committee activities and actions and, if necessary, set policy or approve special action by majority vote at a regular Board meeting.

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Article XII - NOMINATIONS AND ELECTIONS OF BOARD MEMBERS

1. Not less than forty-five (45) days prior to the annual meeting each year, a nominating committee appointed by the President and approved by the Board, shall nominate as many candidates, as appropriate, for a total minimum of nine (9) members for election and to serve as members of the Board for the ensuing two (2) years. These nominations shall be announced by the Secretary in a notice mailed or delivered to all memberships at least thirty (30) days prior to the annual meeting.
2. The period between thirty days prior to the annual meeting and twenty days prior to the annual meeting shall be the nominating period, during which time all members entitled to vote shall be eligible to make nominations. Petitions for nominations shall be filed with the Secretary and shall be signed by at least two voting memberships in good standing.
3. The Secretary shall examine all nominations and shall place the names of those qualified on the annual ballots.
4. Ballots shall be mailed or delivered to all voting memberships not less than seven (7) days prior to the annual meeting. Ballots, in order to be valid, shall be returned to the Secretary prior to the closing of the ballot by the President at the annual meeting.
5. The President shall close the ballot at the commencement of the annual meeting and thereafter shall appoint a tally committee to tabulate all ballots. The four or five candidates, or any number as appropriate, receiving the highest numerical vote shall be declared elected.
6. Newly elected members shall take office at the first regular meeting at the Board in the fiscal year following the annual meeting and shall serve until their successors are duly elected.

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Article XIII - REFERENDUM AND RECALL

The membership shall have the power of referendum and recall

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Article XIV - AMENDMENTS

1. Proposals to any changes in or repeal of these By-Laws are subject to approval of a two-thirds majority of the Board and shall be ratified by a majority vote of the membership at a meeting duly called for such purpose. Notification of such proposals shall be submitted to all members fifteen (15) days in advance of the ratification meeting.
2. Action required for the adoption of amendments to the Articles of Incorporation may be taken by the menbership by a vote or written consent of at least two-thirds of the members of a policymaking committee created by the members of the Association to represent and act for the Associations in this matter, with or without authority to represent and act for the Association members in other matters. Only members of the Association shall serve on such committees.
3. The Secretary shall notify all members of the full text of any change to the By-L aws or to the Articles of Incorporation not more than thirty (3) days after such change.

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Article XV - UNDELEGATED POWERS

All powers not specifically delegated to the officers, the Board of Directors, or the committees, shall be reserved to this Association and its members.