Santa Monica Northeast Neighbors
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BYLAWS FOR NORTHEAST NEIGHBORS
(California Nonprofit Public Benefit Corporation)
ARTICLE I
IDENTITY
 
Section 1.        Name:
                        The name of this Corporation shall be Northeast Neighbors   
                     (hereinafter "the Corporation").
 Section 2.        Purpose:
                        The purpose of the Northeast Neighbors organization is to join with
                      our neighbors to work together to improve the quality of life in our
                      community.
 Section 3.        Geographical Territory:
                        The geographical territory of the Corporation shall include the land
                      in the City of Santa Monica, bordering on the east by Centinela, on
                      the west by 22nd Street (only the east side of the street), on the
                      south by Wilshire Blvd. (only on the north side of the street) and on
                      the north by Montana Ave. (only on the south side of the street).
 Section 4.        Offices:
                        The principal office of the Corporation in the State of California shall
                      be located in the City of Santa Monica, County of Los Angeles. The
                      Corporation may have such other offices within the City of Santa
                      Monica as the Board of Directors may determine.
 ARTICLE II
MEMBERSHIP
 
Section 1.        lndividual Members:
                        Residents who subscribe to the purposes and rules of the
                     Corporation and who reside in the Geographic Territory, upon
                     payment of the membership fee, may be voting members of the
                     Corporation.
 Section 2.        Affiliate Members:
                        Any person or business who works or has an interest in the
                     Geographic Territory, or in any community corporation located
                     therein, upon payment of a membership fee, may be a non-voting
                     affiliate member of the Corporation.
 Section 3.        Membership Fee:
                        An annual fee for each category of membership shall be
                      recommended by the Board of Directors and ratified at the annual
                      meeting, except that the Corporation may institute such fees up to
                      the time of the first annual meeting.
 Section 4.        Termination:
                        Any members acting in opposition to the rules and procedures of
                      this Corporation shall have his or her membership terminated by
                      approved action of the Board of Directors.
 ARTICLE III
ANNUAL AND GENERAL MEMBERSHIP MEETINGS
 
Section 1.        General:
                        Resolutions, purposes, and direction of the Corporation will be
                      voted upon by the paid membership at annual and general
                      membership meetings.
 Section 2.        Purposes of the Annual Meeting:
                        The purposes of the annual meeting are:
                        A. To elect members to the Board of Directors;
                        B. To approve membership fees;
                        C. To adopt, amend or repeal By-laws;
                        D. To approve resolutions, purposes and directions of the
                           Corporation;
                        E. To undertake any other actions which are appropriate to the
                          Corporation.
 Section 3.        Notice of the Annual Meeting:
                        Written notice of the time and place within the city of Santa Monica
                      of the annual meeting shall be delivered to the membership at least
                      fourteen (14) days beforehand.
 Section 4.        General Membership Meetings:
                        Resolutions, purposes, and directions for the Corporation will be
                      voted upon by the paid voting membership at general membership
                      meetings.
 Section 5.        Purpose of General Membership Meetings:
                        The purpose of the general membership meetings are:
                      A. To approve resolutions, purposes and directions of the Corporation;
                      B. To undertake any other actions which are appropriate to the Corporation.
  
Section 6.        Notice of General Membership Meetings:
                        Written notice of the time and place within the City of Santa Monica
                      of general membership meetings shall be delivered to the
                      membership at least fourteen (14) days beforehand.
 Section 7.        Quorum:
                        A quorum for the annual meeting and the general membership
                      meetings shall be no less than 10 members (at least 5 must be
                      non-board members in good standing who sign into the meeting.)
 Section 8.        Voting:
                        All actions shall require a passing vote of no less than a simple
                      majority of members in good standing who signed into the meeting.
 Section 9.        Governing Procedures:
                        The annual meeting and general membership meetings shall be
                      subject to the procedures of the most recent edition of Roberts
                      Rules of Order, revised and the Rules of the Day to be determined
                      by the Board of Directors and approved by the members at the
                      annual and general membership meetings.
 ARTICLE IV
BOARD OF DIRECTORS
 
Section 1.        Powers and Duties:
                        Subject to the powers of the members, the provisions of the
                      California Non-Profit Corporation Law, or as herein set forth, all
                      corporate powers of the corporation shall be exercised by or under
                      the authority of, and the business and affairs of the corporation
                      shall be controlled by the Board of Directors. Without limiting the
                      generality of the foregoing, the members of the Board of Directors
                      shall have the following powers:
     A. To appoint all officers, agents, and employees of the      Corporation, establish their powers and duties in accordance
     with current law, the Articles of lncorporation, and the Bylaws,
     and establish their compensation, if any;
     B. To remove any officer, agents, and employee, the Board must get membership approval by a simple vote of the approval;
     C. To conduct, manage, and control the affairs and business of the  Corporation, and to make such rules and regulations consistent with law, with the Articles of       Incorporation or the Bylaws, as they deem best;
      D. To change the principal office for the transaction of business of the corporation from one location to another within the City of Santa Monica, California;
      to designate places for meeting within or outside the City of Santa Monica, County of Los Angeles, State of California;
      E. To carry out the purposes of the Corporation;
      F. To implement the resolutions of the Corporation;
      G. To establish and dissolve committees as necessary;
      H. To receive reports from members, staff, committees, and others as appropriate;
       I.  To recommend annual membership fees for approval by
       membership and institute the fees;
      J. To approve the Corporation's expenditures and budgets;
      K. To have such other powers and duties as prescribed by the members or these Bylaws; and
       L. To prepare an agenda to include resolutions and recommendations for motions for annual and general
       membership meetings.
 
Section 2.  Qualifications:
                        Each board candidate must be a voting member and reside in or adjacent to the geographical area described in Article 1, Section 3
                      of these Bylaws.
 Section 3.  Composition and Term:
  1. The Board of Directors shall be composed of no fewer than five members and no more than nine members.
      2.  These members shall be elected in two (2) year terms.  
 Section 4.        Elections:
  1. Any member wanting to be a candidate for Board of Directors may declare themself at the annual meeting. Candidates for the Board of Directors live in the Northeast Neighborhood, are voting members in good standing for 18 months or more immediately before the Annual Meeting and have attended at least 25% of the regular meetings during the year preceding the Annual Meeting.
  2. Election of board members shall take place at the annual meeting except in the case of vacancies.
 
Section 5.        Termination:
                        Any director who misses more than three (3) consecutive regular meetings in a year may have her or his directorship terminated by a majority vote.
 
Section 6.        Vacancies:
          Vacancies on the elected Board of Directors may be filled by a majority vote of the Board.  Each director so appointed shall hold office until the following
​            annual meeting at which time she or he may run for election.
 
Section 7.        Place of Meetings:
                      Meetings of the Board of Directors shall be held in Santa Monica,
                      California at a place designated by the Board of Directors after an
                      annual meeting.
 Section 8.        Regular Meetings: 
                      The Board of Directors shall meet monthly at a time and place to
                       be designated at the first Board of Directors' meeting after an
                       annual meeting.
 Section 9.        Special Meetings:
                      Special meetings of the Board of Directors may be called for any
                      purpose except election or removal of members of the Board of
                      Directors by the Chairperson or by any three (3) directors.
                      Reasonable effort must be made to provide forty-eight (48) hour
                      notice to all directors, to be made by telephone, email, hand
                      delivery, or in person.
Section 10.      Notice of a Meeting of the Board of Directors:
                      Notice of a meeting need not be given to any director who (a)
                      before or after the meeting signs a waiver of notice or a consent to
                      the holding of the meeting, or (b) votes to approve the minutes of
                      the meeting, unless the director objects to the holding of the
                      meeting on the ground of lack of notice before the meeting or at the
                      beginning of the meeting. Such a waiver, consent or vote shall be
                      filed with the Corporate records or recorded in the minutes of a
                      meeting.
 Section 11.      Quorum and Vote:
                      A simple majority of the directors shall be necessary to constitute a
                      quorum for the transaction of business. A meeting at which a
                      quorum is initially present may continue to transact business,
                      notwithstanding the withdrawal of any director(s), if any action
                      taken is approved by at least a majority of the quorum required for
                      that meeting.
                   
ARTICLE V - OFFICERS
 
Section 1.        Description:
                      The corporate officers shall be a Chairperson, a Vice-Chairperson, a Secretary, and a Treasurer.
                      No two or more of these offices shall be held by the same person.
 Section 2.        Election:
                      At its second monthly meeting, after each annual meeting, the
                      Board of Directors shall elect the officers named above and one at-
                      large Executive Committee member, from among its members,
                      who shall serve as the Executive Committee.
 Section 3.        Removal and Resignation:
  1. Any officer may resign at any time by giving written notice to the
Board of Directors or to the Chairperson or to the Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
     2.  Any officer may be removed from office by a majority vote of the Board of Directors at any duly constituted meeting of the Board of Directors.
 Section 4.        Vacancies:
                        A vacancy in any office because of death, resignation, removal,
                     disqualification or any other cause shall be filled for the unexpired
                     portion of the term from the Board of Directors, by a majority vote of
                     the Board of Directors, until the next annual meeting.
 Section 5.        Chairperson of the Board:
                        The Chairperson shall preside or appoint another person to preside
                      at all meetings of the Board, the Executive Committee and at the
                      annual meetings. She/he shall have such other powers and duties
                      as may be prescribed by the Board of Directors or these Bylaws.
 Section 6.        Vice-Chairperson of the Board:
                        The Vice-Chairperson of the Board shall possess the powers and
                      discharge the duties of the Chairperson in the latter's absence or
                      inability to so perform. She/he shall have such other powers and
                       duties as may be prescribed by the Board of Directors or by these
                      Bylaws.
 Section 7.        Secretary:
                        The Secretary shall attend to the following:
 1. Book of the Minutes  
                    The Secretary shall keep or cause to be kept at the principal office
                     or such other place as the Board of Directors may direct, a book of
                     the minutes of all meetings and actions of directors, committees of
                     directors, and members, with the time and place of holding regular
                     and special meetings, and if special, how authorized, the notice
                     given, the names of those present at such meetings, the number of
                     members present at members' meetings and the proceedings of
                     such meetings.

2. Notices, Seal and Other Duties    
                   The Secretary shall give, or cause to be given, notice of all
                      meetings of the members of the Board of Directors required by the
                      Bylaws to be given. The Secretary shall keep the Seal of the
                      Corporation in safe custody (if there is one), and shall have other
                      powers and perform such other duties as may be prescribed by the
                      Board of Directors or these Bylaws.
 Section 8.     Treasurer:
                        The Treasurer shall be the chief financial officer of the Corporation
                      and attend to the following:
   1. Books of account     
                 The Treasurer shall keep and maintain, or cause to be kept and
                     maintained, adequate and correct books and records of accounts of
                     the properties and business transactions of the Corporation,
                     including accounts of its assets, liabilities, receipts, disbursements,
                     gains, losses, capital, retained earnings, and other matters
                     customarily included in financial statements. The books of account
                     shall be open to inspection by any Director at all reasonable times.
2. Deposit and Disbursement of Money and Valuables  
                    The Treasurer shall deposit or cause to be deposited all money and
                     other valuables in the name and to the credit of the Corporation with
                     such depositories as may be designated by the Board of Directors;
                     shall disperse, or cause to be dispersed, the funds of the
                     Corporation as may be ordered by the Board of Directors; shall
                     render, or cause to be rendered, to the Executive Committee and
                     Directors, whenever they request it, an account of all of his/her
                     transactions as chief financial officer and of the financial condition of
                     the Corporation and shall have other powers and perform such
                     other duties as may be prescribed by the Board of Directors or
                     these Bylaws.
3. Bond - lf required by the Board of Directors, the Corporation will prepare a bond in the amount and with the surety specified by the Board for faithful performance                      of the duties of the Treasurer's office and for restoration to the Corporation of all its books, papers, vouchers, money, and other property of every kind                        of her/his possession or under her/his control or her/his death, resignation, retirement, or removal from office.
4. Insurance  - The Corporation shall provide indemnification insurance for Board  of Directors and Officers of the Corporation.
 
ARTICLE VI
EXECUTIVE COMMITTEE
 Section 1.        Composition:
                        The Executive Committee shall be composed of the officers of the
                      Board and one at-large member of the Board.
 
Section 2.        Powers and Duties:
  1. To meet as necessary and be responsible for the day-to-day decisions and operations of the Corporation between board meetings.
  2. To refer to the Board all substantial issues which have not previously been addressed by the annual meeting or by the Board
  3. To report all decisions monthly to the Board.
  4. To serve as advisor to the subsequently elected Board and Executive Committee for a period of two (2) months following the annual meeting.  
  5. To have such other powers and duties as may be prescribed by the Board.
 
ARTICLE VII
COMMITTEES OF THE BOARD
The Board of Directors may appoint such committees as may be necessary from time-to-time, consisting of such number of directors or members of the Corporation and with such powers as the Board may designate, consistent with the Articles of lncorporation and the Bylaws. Such committees shall exist at the pleasure of the Board.
 
ARTICLE VIII
ACTION COMMITTEES
 
Section 1.   Authorization:
  1. Any groups seeking to deal with a community interest or concern may act as a committee of the Corporation when so authorized by passage of a resolution to that effect at the monthly meeting by the members.
  2. The Board may give interim authorization to a committee by a majority vote of the Board of Directors.
 Section 2.        Formation:
           A. Committees are encouraged to be self-forming based on
     resolutions passed at the annual meeting as well as needed.
            B. Membership in a committee is open to any member of the Corporation or resident of the community.
 
Section 3.        Operation:
                        The Board or members may authorize a committee if it meets the following requirements:
1. A reasonably specific plan as to how the committee shall be  governed;
2. A reasonably specific plan of programs and activities;
3. A reasonably specific plan of financial operation; and  submission of regular reports to the Board.
 
ARTICLE IX
MISCELLANEOUS
 
Section 1.        Records:
 
The Corporation shall maintain adequate and correct accounts, books, and records of its business and properties. All such books, records, and accounts, as well as minutes, or proceeding of the Board of Directors, the Executive Committed and all other committees of the Board, shall be kept in the City of Santa Monica in a place designated by the Board of Directors or at the principal place of business of the Corporation.
 
Section 2.        lnspection of Records:
                        All books and records of the Corporation shall be open to
                     inspection by the directors and members of the Corporation at any
                     reasonable time during office hours.
 
Section 3.        lnspection of Bylaws and Articles:
                        The original or a copy of these Bylaws, as amended or otherwise
altered to date, certified by the Secretary, shall be open to inspection by the directors and the members of the Corporation at any reasonable time during office hours.
 
Section 4.        Checks and Drafts:
                        All checks for $500 or more, drafts, or other money orders for
                     payment of money issued in the name of or payable to the
                     Corporation shall be signed by two (2) of the members of the
                     Executive Committee. Checks or payments of under $500 require
                     only one signature.
 
Section 5.        Contracts:
                        The Board of Directors, except as otherwise provided in the Articles
of lncorporation or Bylaws, may authorize in writing any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation. Unless so authorized in writing by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit, or to render it liable for any purpose or to any amount.
 
Section 6.        Annual Report:
                        The Board of Directors shall cause to be presented to members at
the annual meeting a current balance sheet together with a current statement of income and expenses. Such financial statement shall be certified by the Chairperson and the Treasurer.
 
Section 7.        Fiscal Year:
                        The fiscal year of the corporation shall run from July 1 to June  30 of each year.
  
ARTICLE X
AMENDMENT OF THE BYLAWS
 
New Bylaws may be adopted or these Bylaws may be amended or repealed at the Annual Meeting, or at any other meeting of the members called for the purpose, by a vote of the members entitled to exercise a majority of the voting power represented at a meeting, according to Article lll, Section 5.
 
ARTICLE XI
AMENDMENTS TO ARTICLES OF INCORPORATION
 
The Articles of lncorporation may be amended at any duly called meeting of the members. A simple majority is required to amend said Articles at an annual meeting of the members. A majority vote is required to amend said Articles at a specially called meeting.
 
August 2021


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