BY-LAWS OF THE WESTWOOD GARDEN CIVIC ASSOCIATION, INC.
A Non-Profit California Corporation
Amended December 2004
The Westwood Gardens Civic Association, Inc. ("the WGCA" or "the
association") is constituted by those residences within the following boundaries: National Blvd. (north side), Midvale Avenue (both sides), Pico Blvd. (south side), and Overland Avenue (west side) as well as those residences on the east side of Overland Avenue between Exposition Blvd. and National Blvd. and those residences along Coventry Avenue and Dunleer Place between Overland Avenue and the Exposition rail right-of-way. The association is governed by a Board of Directors. The directors elect their officers annually.
Article I.
PRINCIPAL OFFICE
Section 1. Principal Office. The mailing address for the transaction of the business of the association is hereby fixed as Post Office Box 642001, City of Los Angeles, County of Los Angeles, State of California, zip code 90064. The principal place of business shall be assumed to be the residence of the current President of the association. The principal meeting place shall be assumed to be the Riddick Center, located at 2634 Overland Avenue, Los Angeles, CA 90064. The Board of Directors of the association may at any time, or from time to time, change these locations from one place to another in said county.
Article II.
MEMBERSHIP AND MEMBERSHIP MEETINGS
Section 1. Membership. The membership of the association shall include only one class of members. All property owners and residents within the housing development commonly known as the Westwood Gardens Tract or within area immediately adjacent hereto are eligible for membership upon the payment of annual dues as hereinafter provided. Membership for the current year shall entitle the household to one vote per household and to the privileges and rights of members except as hereinafter provided, and shall subject them to all duties and obligations of said members.
Section 2. Termination of Membership. Membership shall terminate by resignation or upon nonpayment of annual dues as hereinafter provided.
Section 3. Annual Membership Dues. The annual dues shall be $15 per household payable in advance. The dues shall be payable on the first day of January in each year, and shall be delinquent if unpaid after April 30 of each year. Any household delinquent in payment of dues shall be automatically suspended from membership for the balance of said year, but shall have the right to be reinstated upon payment of dues for the current year.
Section 4. Voting Power. Each member of the association (i.e., each paid household) shall be entitled to one vote.
Section 5. Regular Meetings of Membership. The regular annual meetings of the membership of the association shall be held in the Fall on a date specified each year at the Marshall P. Riddick Youth Center, 2634 Overland Avenue at Ashby Avenue, or other convenient location in the City of Los Angeles, County of Los Angeles, State of California, or at such other time or place as may be designated by the Board of Directors.
Section 6. Special Meetings of Membership. Special meetings of the members, for any purpose or purposes, may be called at any time by the president. In the event a majority of the Board of Directors or twenty or more members of the association file a written request with secretary of the association requesting a special meeting of the members, the president shall thereupon cause such a meeting to be called not later than two weeks from the date said written request is filed.
Section 7. Elections. The Board of Directors of the association shall be elected by the members of the association at the annual meeting held in the Fall of each year. The president or the secretary of the association shall cause a ballot to be prepared showing the number of positions available and the candidates nominated. The association shall notify the members not less than (10)days prior to the election which will be held at the annual meeting. Regular parliamentary usages and customs shall govern for all meetings of members and Directors of this association.
Section 8. Notices. Written notice of each annual meeting or of any special meeting shall be given to all members, either personally, by electronic mail, or by mail, postage prepaid, addressed to each household appearing on the books of the association, not less than five (5) days before such meeting. Such notice shall specify the place, date and hour of such meeting, and shall state such other matters as shall be required by these by-laws or determined by the Board of Directors.
Section 9. Quorum. The presence at any annual or special membership meeting of twenty-five (25) or more members of the association shall constitute a quorum for the transaction of business; provided, however, irrespective of the number of persons present, the election of Directors for the ensuing year pursuant to the provisions of this Article II shall be valid if not less than twenty-five (25) ballots are cast, in person or by ballot as provided hereinabove, and the persons thus elected as members of the Board of Directors shall take office forthwith. Only members shall be entitled to vote at any such meeting and such vote may be viva voce or by ballot. No member shall have the right to cumulate his vote nor shall any member have the right to vote by proxy, although any member shall have the right to vote by mail as aforesaid. Any meeting of the members whether or not a quorum is present may be adjourned from time to time by the vote of a majority of the members who are present at the meeting, but in the absence of a quorum, no other business may be transacted at such meeting. Business may be transacted by a majority vote of those voting, and any business transacted at a meeting duly organized at which a quorum has been declared present shall be valid and binding upon the membership even though sufficient number of members may have withdrawn to reduce the number of those present to less that twenty-five (25.)
Article III.
BOARD OF DIRECTORS
Section 1. Member and Qualifications. The Board of Directors shall consist of sixteen (16) members until changed by amendment to these by-laws as hereinafter provided. No decrease in the number of Directors shall affect the tenure of Directors then in office. Any homeowner or resident meeting the membership requirements of Article II, Section 1 may become a Director. In addition, that person must be a resident within the boundaries of the association for a minimum of 6 months. The candidate must attend at least two regularly scheduled Board of Directors meetings and state a willingness to serve as a Director. He/she will provide a brief resume and be given a copy of the association bylaws.
Section 2. Election and Term of Office. Members of the Board of Directors shall be elected at each annual election as hereinabove provided, provided, however, that six (6) members of the Board of Directors shall be elected at the February election held in the year 1951 and every third year thereafter, to the end that vacancies for all sixteen (16) members of the Board of Directors shall be filled at said annual elections. If any such annual election is not held or the Directors are not elected thereat, the Directors may be elected at any special meeting of the members held for that purpose. The term of office for the Directors shall be three years; and all Directors shall hold office until their respective successors are elected as herein provided.
Section 3. Vacancies. Vacancies in the Board of Directors may be filled by acceptance of a nominee by a majority of the remaining Directors, and each Director so elected shall hold office until the next election of Directors at which time the nominee may formally run for the vacancy. A vacancy or vacancies in the Board of Directors shall be deemed to exist in the case of the death, resignation or other termination of tenure in office, in the event any Director ceases to be a member of the association, if the authorized number of Directors is increased, or if the members fail to elect the full authorized number of Directors at the annual meeting election or at a special meeting called for such purpose. The tenure of office of any Director shall automatically terminate and a vacancy of said office shall be deemed to exist in the event that any Director, to whom notice of any meeting was duly and properly given, shall have been absent three successive meetings, whether regular or special, of the Board of Directors, unless reasons for his/her absence were presented to the Board of Directors at the same or the next succeeding meeting and were approved by a resolution formally adopted by said Board.
Section 4. Powers of Board of Directors. Subject to the powers of the members as provided by law or as herein set forth, all corporate powers of the association shall be exercised by, or under the authority of, and the business and affairs of the association shall be controlled by, the Board of Directors. Without limiting the generality of the foregoing, the Board of Directors shall have the following powers:
(a) To select and remove, with cause, any of its officers, and any agents and employees of the association; to prescribe such duties for them as are not inconsistent with these by-laws; to fix their compensation and to require from them security for faithful service.
(b) To conduct, manage, and control the affairs and business of the association, and to make such rules and regulations with respect thereto as are not inconsistent with the Articles of Incorporation of the association or these by-laws.
(c) To change the principal office for the transaction of business of the association; to adopt or change the fiscal year of the association; to adopt or change the corporate seal of the association.
(d) To appoint a committee, and to delegate any of the powers and authority of the Board in the management of the affairs of the association, except the power to adopt, amend or repeal by-laws. The Board of Directors shall have the power to prescribe the manner in which the proceedings of the committee shall be conducted.
Section 5. Place of Meeting. Regular or special meetings of the Board of Directors shall be held at any place which shall be designated from time to time by resolution of the board, by written consent of all members of the board, or by direction of the president as contained in the notices of such meetings.
Section 6. Regular Meetings. Regular meetings of the Board of Directors shall be held at the Riddick Center, or such other places as shall be designated by the Board of Directors, on the third Wednesday of each month at 7:30 P.M.; provided, however, that should such day fall upon a legal holiday then said meeting shall be held at the same time on another day mutually agreed upon by a majority of those present at the preceding meeting. The president shall reasonably inform the secretary of the place of meeting so that notices may be properly sent as hereinafter provided,
Section 7. Special Meetings. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the president, or if he/she is absent or unable or refuses to act, by any vice-president or by any two directors.
Section 8. Notices. The notice of the time and place of the regular or special meeting shall be delivered personally to each director or sent to each director by email or by US mail or other form of written communication, postage prepaid, addressed to him/her at the address as it is shown upon the records of the association In case such notice is mailed it shall be deposited in the United States Mail at least forty-eight (48) hours before the holding of the meeting. In case such notice is delivered personally it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting.
Section 9. Quorum. The presence of five (5) Directors shall be necessary to constitute a quorum for the transaction of business except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors voting at a meeting duly held at which a quorum is present shall be regarded as the valid act or decision of the Board of Directors.
Section 10. Adjournment. Less than a quorum of the Directors may adjourn any directors' meeting to meet again at a stated day and hour. Notice shall be given to absent Directors as to the time and place of holding an adjourned meeting whether a quorum was present or not.
Article IV.
OFFICERS
Section 1. Officers. The officers of the association shall be a president, first vice-president, second vice president, a secretary and a treasurer. The association may also have, at the discretion of the Board of Directors, one or more additional vice-presidents, one or more assistant secretaries, and one or more assistant treasurers. All officers shall be members of the Board of Directors. No person shall hold more than one office.
All contracts and obligations to the association shall be signed by the president, or in his/her absence by a vice-president, and shall be countersigned by a secretary or treasurer.
Section 2. Election and Tenure of Office. The Board of Directors shall elect all officers of the association for a term of one year and until their successors are elected, or until they shall resign, or become otherwise disqualified to serve.
Section 3. Vacancies. A vacancy in any office because of the death or resignation, disqualification, or otherwise shall be filled by the Board of Directors. Vacancies shall be deemed to exist under the same circumstances as set forth in Section 3 of Article III.
Section 4. The President. Subject to the control of the Board of Directors, the president shall have general supervision, direction and control of the business and officers of the association. He/she shall preside at all meetings of the members and directors, and shall appoint all chairs of committees. He/she shall be an ex officio member of all committees. The president shall have such other powers and duties as may be prescribed at any time by the Board of Directors.
Section 5. First Vice-President. In the absence or disability of the president, the first vice-president shall perform all the duties of the president, and when so acting shall have all the powers of the president. The first vice-president shall have such other powers and perform such other duties as may be prescribed at any time by the Board of Directors.
Section 6. Second Vice-President. In the absence or disability of the president and the first vice-president, the second vice-president shall perform all the duties of the president, and when so acting shall have all the powers of the president. The second vice-president shall have such powers and perform such other duties as may be prescribed as any time by the Board of Directors.
Section 7. Secretary. The secretary shall give notice of and keep the minute book of all meetings of the Directors and of the members; the minute book shall relate the time, place and nature of notices of meetings, whether regular, special, the names of those present at directors' meetings, the number of members present at meetings of members and all records of the proceedings of each meeting.
The secretary shall keep the seal of the association in safe custody and shall have such other powers and perform such other duties as may be prescribed at any time by the Board of Directors.
Section 8. Treasurer. The treasurer shall keep and maintain adequate and correct accounts of the properties and business transactions of the association, and submit a monthly report thereof to the Board of Directors. The books of account shall at all times be open to inspection of any member of the association. The treasurer shall collect all dues and assessments and shall deposit all money in the name and to the credit of the association with such depositary as may be designated by the Board of Directors, and shall disburse the funds of the association as directed by the Board of Directors. The treasurer shall keep the records of all the members of the association and shall make an appropriate notification to all persons becoming members or whose membership has for any reason been terminated. The treasurer shall have such other powers and perform such other duties as may be prescribed at any time by the Board of Directors.
Article V.
COMMITTEES
Section 1. Committees may from time to time be established by the Board of Directors. The chair of each committee shall be selected from the Board of Directors by the president, and the chair so selected shall select such other members as he/she shall deem advisable. Members of such committees other than the chair need not be members of the Board of Directors, but shall be duly qualified members of the association.
Article VI.
PERSONAL LIABILITY AND PROPERTY INTEREST
Section 1. No present or future member of this association shall be personally liable to its creditors for any indebtedness or liability and any and all creditors shall look only to its assets for payment. If any member shall resign or otherwise cease to be a member of the association, any interest he/she or his/her immediate family may have in and to the property, as such, and privileges of the association shall cease and revert to the association, and such cessation of membership shall operate as the release and assignment to the association of all right, title and interest of such member in and to the property and privileges of the association.
Article VII.
MISCELLANEOUS
Section 1. All solicitations of, complaints to, or requests for action by, the association shall be made in writing or in a public presentation to the president or Board of Directors.
Section 2. All questions arising as to the interpretation of the by-laws shall be determined by the Board of Directors, and the decision of the board shall be final unless overruled by the members of the association at a general or special meeting.
Section 3. No officer or other member, nor the association as a whole, shall impose sanctions on any officer or other member for expressing his or her own personal opinion. The WGCA does not endorse political candidates. When publicly supporting a political candidate, members of the board should state unequivocally to the candidate that the name of the WGCA must not be used in a manner that might suggest the WGCA supports that candidate. The WGCA, its board members, and all members will endeavor to conduct WGCA business in a professional and respectful manner.
Article VIII.
AMENDMENT OF BY-LAWS.
Section 1. Power of Members. These by-laws may be amended or repealed in whole or in part and new by-laws adopted by the vote of the members at a regular or special meeting; provided, however, that in case any proposed changes in these by-laws are to be voted on at a regular or special meeting, the secretary of the association shall notify each member in writing at least two weeks before the meeting of the substance of any changes to be considered.
Section 2. Power of Directors. Subject to the powers of members as provided in Section 1 of this Article VIII to adopt, or amend or repeal these by-laws, these by laws may be adopted, amended or repealed by the unanimous vote of the directors present at any meeting. It shall be the duty of the Board of Directors to present to the members at each annual meeting of the association such amendments to these by-laws as may have been made by the board during the year immediately preceding such meeting.
