Bylaws

Adopted March 18, 2004; Revised [DATE]

ARTICLE I

NAME

The name of this organization shall be the Newton Booth Neighborhoods Association (NBNA or “Association”).  The Association encompasses the Alhambra Triangle, Newton Booth, and Poverty Ridge Neighborhoods of the City of Sacramento, California.

ARTICLE II

BOUNDARIES

The boundaries of the Newton Booth Neighborhoods Association shall be

Newton Booth: R Street to the North, W Street to the South, 29th Street to the East and 24th Street to the West.  Alhambra Triangle: R Street to the North, US 50 to the South, 37th Street to the East and I-80 to the West.  Poverty Ridge: R Street to the North, W Street to the South, 24th Street to the East and 19th Street to the West.

ARTICLE III

BASIC GOALS AND OBJECTIVES

NBNA’s basic goal is to protect and improve the quality of life in the Alhambra Triangle, Newton Booth and Poverty Ridge neighborhoods.  The Association’s objectives include but are not limited to the following:

Section 1. Serve as a liaison between the neighborhood and local government and advocate for policies and actions that will benefit the neighborhood.

Section 2. Provide a non-partisan forum for discussion of neighborhood concerns of mutual interest and opportunities for political representatives and candidates for office to meet area residents.

Section 3. Maintain communication within the neighborhood on issues of concern including but not limited to historic preservation, planning updates, rezoning proposals, community problems, variance requests, disposal of public property, traffic flow, health and safety, and other government and/or private actions that would affect neighborhood residents.

Section 4. Establish, monitor, and/or participate in civic programs that benefit residents.

Article IV

POLICIES

NBNA manages its activities and conducts business in accordance with the following policies:

Section 1. Neither the name of NBNA nor the names of any individual members in their official capacities shall be used in connection with any commercial promotion or partisan interest or for any purpose not appropriately related to the objectives of the Association.

Section 2. The Board of Directors shall not release contact information for Association members to other individuals or organizations.

Section 3. E-mail communications disseminated to NBNA members shall be brief and pertaining only to matters of timely importance.

Section 4. No member of the Association shall claim to speak on behalf of NBNA without prior Board approval.

Article V

MEMBERSHIP, VOTING AND DUES

Section 1. Membership in NBNA is open to all individuals or businesses in the following categories:

(1). Neighborhood residents, whether owners or renters

(2). Non-residents who own property within the neighborhood

(3). Commercial tenants who lease within the Neighborhood.

Section 2. Only members who are current in paying their dues are eligible to vote.

Section 3. The Board of Directors shall set the annual dues.

Section 4. The Association shall collect dues annually during the period September through October.

Section 5. By a two-thirds vote, the Board of Directors may remove any member from the Association for good cause.

Article VI

ACCOUNTS AND RECORDS

Section 1. The Board shall keep financial records sufficient to establish all sources of income and amount and purpose of all disbursements.

Section 2. The Board shall record the names of members and attempt to maintain current contact information for every member.  Members are responsible for keeping contact information current.

Article VII

BOARD OF DIRECTORS / OFFICERS

Section 1. The Board of Directors shall have the duty to manage the affairs and act on behalf of the Association in accordance with these Bylaws.

Section 2. The Board of Directors shall approve all expenditures from the NBNA Treasury.  However, the Treasurer may expend up to $75.00 annually without prior authorization, with receipts, to cover the Association’s normal costs of doing business and shall report all such expenditures in the monthly Treasurer’s report.  The Treasurer shall make all disbursements by check.  The Treasurer shall provide the Board all documentation sufficient to support, justify, and evidence each NBNA expenditure.

Section 3. The Board of Directors shall consist of no fewer than five (5) and no more than fifteen (15) members of the Association.

Section 4. The composition of the Board shall contain at least one (1) member from each neighborhood represented, provided at least one such member is willing and able to serve on the Board.

Section 5. Whenever the number of Directors reaches 13 to 15, one of that number, but not more than two, may represent an institution or other member-based organization located within NBNA’s boundaries.  Whenever the number of Directors falls below 13, however, not more than one Director may be an institutional or organizational representative.

Section 6. Institutional or organizational representative Directors may be elected to serve on the Board whether or not they reside within NBNA’s boundaries.  All other Directors must reside within the geographical area defined as the Newton Booth, Alhambra Triangle and Poverty Ridge Neighborhoods.

Section 7. Officers of the Board, in ranking order, are as follows: Chair, Vice-Chair, Immediate Past Chair, Secretary, and Treasurer.

Section 8. The Board shall create and abolish committees and shall appoint chairpersons of committees as desired.

Article VIII

DUTIES OF THE OFFICERS

Section 1. The Chair’s responsibilities shall include but are not necessarily limited to the following:

(1). Preside at all meetings of the Association and the Board.

(2). Prepare an agenda for Board meetings.

(3). Affix his or her signature to the Association’s official correspondence.

(4). Represent and speak on behalf of NBNA at official functions and serve as the Association’s primary contact person.

Section 2. The Chair may delegate any of the above or other duties assigned to the Chair to another Board member.

Section 3. Unless otherwise provided, in the absence of the Chair, the Vice-Chair shall assume the duties of the Chair.

Section 4. The Secretary’s responsibilities shall include but are not necessarily limited to the following:

(1). Keep accurate minutes of all meetings of the Board and be prepared to refer to minutes of previous Board meetings.

(2). Notify Association members via e-mail and/or regular mail of general membership meetings.

(3). Remind Association members via e-mail of regularly scheduled Board meetings

(4). Provide to all Board members via e-mail or regular mail a copy of any proposed amendment to these Bylaws at least one week prior to the Board meeting at which the amendment will be considered and voted upon.

Section 5. The Treasurer’s responsibilities shall include but are not necessarily limited to the following:

(1). Receive all moneys for the Association.

(2). Deposit all moneys the Association receives in a bank approved by the Board.

(3). Keep itemized accounts of all receipts and disbursements.

(4). Prepare and present a monthly written report of receipts and disbursements at each meeting of the Board.

(5). Prepare and distribute an annual dues solicitation message and membership form.

Article IX

NOMINATION, ELECTION, AND TERMS OF BOARD MEMBERS

Section 1. Annually in November, the Secretary shall notify all NBNA members via e-mail or U.S. mail of the opportunity to volunteer for service on the Board of Directors for all positions on the Board of Directors except the Immediate Past Chair.

Section 2. All volunteers shall have their names placed in nomination for election to the Board of Directors.

Section 3. Annually in January, the Board shall administer via regular mail—to NBNA members only—a secret ballot for election of Directors.  The election shall be completed by the third Thursday in February.  The top 15 nominees receiving the most votes shall be elected to the Board.  If the person who served as Chair at the time of the election is among the top 15 nominees, that person shall immediately assume the title of Immediate Past Chair upon the expiration of the term as Chair.  If the person serving as Chair at the time of the election is not among the top 15 nominees, then there shall be no Immediate Past Chair.

Section 4. Board members shall serve one-year terms extending from on or about the third Thursday in February through the on or about the third Thursday in February the following year.

Section 5.  NBNA shall meet on or about the third Thursday in February of each year.  At that meeting, the outgoing Board, through the outgoing Chair, shall announce the election results and the names of the new Directors.  The outgoing Board shall then conclude its business and adjourn.  The new Board shall convene pursuant to Article X.

Section 6. A vacancy, or vacancies, on the Board shall be deemed to exist if one or more of the following conditions exists:

(1). A current member dies, resigns, or is removed by the Board.

(2). The Board amends the Bylaws to increase the authorized number of Board members.

Section 7. By a two-thirds vote of Directors present and voting at a meeting, the Board may remove any officer or Board member for (1) violation of any provision of these Bylaws; (2) four or more unexplained absences from regularly scheduled Board meetings during any 12-month period; (3) three consecutive unexplained absences from regular Board meetings; or (4) good cause.

Section 8. The Board may appoint members to fill vacancies on the Board as they arise.  In the event of a vacancy of the Immediate Past Chair, the Board may fill a vacancy with a regular Director as a Director-at-Large but may not designate any other member as Immediate Past Chair. Each Board member so appointed shall hold office for the remainder of the unexpired term and shall be eligible for nomination and election in the immediately following standard process for nominating and electing Board members.

Section 9. Alternates: Each Director shall have the right to appoint one alternate to vote in the absence of the Director.  The appointment of an alternate shall be in writing signed by the Director making the appointment.

Article X

ELECTION OF BOARD OFFICERS

Section 1. Annually on or about the third Thursday in February, the newly seated Directors shall convene and elect officers of the Board.  The nomination and election of a Chair shall be the first item of business, unless that need is superseded by the need to nominate and elect an Interim Chair, as provided herein.

Section 2. The Immediate Past Chair shall serve as Interim Chair and shall preside over the Board until a new Chair is installed.  If there is no Immediate Past Chair, then the highest-ranking Officer from the immediately preceding term who is also a member of the new Board shall preside as Interim Chair until a new Chair is installed.  Otherwise, the Board shall nominate and elect an Interim Chair to preside until a new Chair is installed.  

Section 3. If the Immediate Past Chair is nominated and elected as Chair for the new term, the last person to hold the title of Chair shall automatically assume the role of Immediate Past Chair for the new term if that person is currently a Director.  If that person is not currently a Director, there shall be no Immediate Past Chair.  

Article XI

MEETINGS

Section 1. General Membership Meetings: The Association shall hold a minimum of one (1) general membership meeting a year.  General meetings shall be held at a time and place selected by the Chair, subject to the will of the Board.  Notice of the time and place of regularly scheduled meetings shall be given to the membership at the beginning of the term.  

Section 2. Special Membership Meetings: The Chair or two Directors may call a special membership meeting.  Notice of time, place, and agenda of the special membership meetings shall be given to the membership at least 24 hours in advance.

Section 3. Regular Board Meetings: The Board shall hold regularly scheduled monthly Board meetings at a usual place and time selected by Chair, subject to the will of the Board.  Notice of the time and place of Regular Board meetings shall be given to the Board and membership at the beginning of the term.

Section 4. Special Board Meetings: Special meetings of the Board may be called at any time by the Chair or by a two Directors.  The Chair, Vice Chair, Immediate Past Chair, or Secretary shall notify Board members via e-mail, telephone, or personally of the time and place and agenda of special Board meetings at least twenty-four (24) hours in advance of the meeting.

Section 5. Power to Act: Unless otherwise specified, all Association acts and decisions shall be made as follows: (1) by a simple majority vote of the Board members present and voting at a duly noticed meeting with a quorum present; (2) by unanimous written consent of the Board for all forms of writing other than email; or (3) by email vote as provided herein.

Section 6. Quorum: A quorum of the Board shall be the lesser of either (1) a majority of the Board at a meeting; or (2) five Board members in attendance at a meeting.  A quorum for committees exists when a majority of all elected or appointed members of the body are present at a meeting, unless the committee alters the quorum definition.  A meeting is a gathering of Directors or voting members in one room or location

Section 7. Email Vote:  The Association may act by email motion and vote, without seconding the motion, subject to the following: (1) at least 85% of the Board has an active email address on file with the Association; (2) the email calling for a vote is distributed simultaneously to all Board members with email; (3) the email calling for a vote has the word “vote” as the first word in the subject line of the email; (4) the email calling for a vote originates from the Chair or Vice Chair; (5) the email calling for a vote clearly states the language of the motion being made; (6) all email discussion pertaining to the vote is distributed simultaneously by email to all Board members with email; (6) each Board email vote is distributed simultaneously to the all Board members with email; and (7) the motion is approved via email by a majority of the total number Directors in the Association regardless of the number of Directors who have email.    

Section 8. All NBNA members may and are encouraged to attend regularly scheduled meetings of the Board of Directors.

Article XII

AMENDMENTS TO THE BYLAWS

Section 1. Any member of the Association may propose an amendment to these Bylaws at any Association meeting or by regular mail.

Section 2. Any proposed Bylaw amendment shall be considered and acted upon at the next regularly scheduled meeting of the Board of Directors or by unanimous written consent of the Board.  

Section 3. Upon receiving a favorable vote by a two-thirds vote of Directors present and voting or by unanimous written consent of the entire Board, any proposed amendment to these Bylaws shall be adopted.  The bylaws may not be amended by email vote except by unanimous written consent of the entire Board.