Bylaws of the South of Forest Neighborhood Association

 

Table of Contents

Article I.    Name, Address, Area

Section I.1    Name
Section I.2    Address
Section I.3    Area

Article II.    Purpose

Section II.1    Mission
Section II.2    non-commercial, non-sectarian and non-partisan

Article III.    Membership

Section III.1    Membership Year
Section III.2    Eligibility
Section III.3    Benefits

Article IV.    Board of Directors

Section IV.1    Role of the Board
Section IV.2    Size of the Board
Section IV.3    Term of Service
Section IV.4    Compensation
Section IV.5    Selection
Section IV.6    Vacancies
Section IV.7    Resignation/Removal
Section IV.8    Meetings
Section IV.9    Quorum

Article V. Officers

Section V.1 Officers and Duties
Section V.1.a   President
Section V.1.b   Vice President
Section V.1.c   Secretary
Section V.1.d   Treasurer
Section V.2 Term
Section V.3 Selection
Section V.4 Vacancies
Section V.5 Resignation/Removal

Article VI. Committees

Section VI.1 Formation
Section VI.2 Dissolution
Section VI.3 Composition/Selection/Resignation/Removal
Section VI.3 Authority

Article VII. General Meetings

Section VII.1 Frequency of Meetings
Section VII.2 Notice
Section VII.3 Decision-making

Article VIII. Association Funds

Section VIII.1 Safeguards
Section VIII.2 Fiscal Year

Article IX. Dissolution

Section IX.1 Property

Article X. Amendment of Bylaws

Section X.1 Amended by Majority Vote

Acknowledgements


SOFNA Bylaws

Article I - Name, Address, Area

Section 1   The name of this unincorporated association is South of Forest Neighborhood Association, hereinafter referred to as SOFNA or Association.

Section 2   Unless otherwise designated by the Board of Directors, the address of the Association is the address of the President of SOFNA.

Section 3   SOFNA encompasses the residences and businesses, bounded by San Tomas Expressway, Forest Avenue, North Henry Avenue, Dorcich Street, Winchester Boulevard excluding Midtown Village (the former BAREC property), and Stevens Creek Boulevard that were annexed by the City of Santa Clara.

Article II - Purpose

Section 1    The mission of the South of Forest Neighborhood Association is to enhance the neighborhoodís quality of life and to foster cooperation within the neighborhood and with the extended community.

Section 2   SOFNA is non-commercial, non-sectarian, and non-partisan.

Article III - Membership

Section 1   SOFNAís membership year is the calendar year, January 1 through December 31.

Section 2   Eligibility. SOFNA has two types of members: (1) Voting members, (2) Non-voting members or associates. Voting members are residents (owners and tenants) and non-resident property owners, age 18 and over. Non-voting members or associates are individuals, age 18 and over, who support the purpose of SOFNA but do not meet the criteria for voting membership, for example, business owners and former voting members who have moved out of the area. Both types of membership are limited to individuals; entities, such as corporations and partnerships, may not be members of SOFNA.

Section 3   Benefits. Voting and non-voting members receive SOFNAís newsletter and may petition the Board and membership on neighborhood issues that concern them. Voting members are also eligible to serve on the Associationís Board of Directors, select the Associationís Board of Directors, and vote on issues before the membership. Each voting member is entitled to one vote.

Article IV - Board of Directors

Section 1   The role of the Associationís Board of Directors is to:

  1. Represent the opinions of Board members and the majority of Association members
  2. Identify issues important to Association members
  3. Inform, educate, and lead Association members in the resolution of complex issues
  4. Speak before government agencies and other outside agencies and/or coordinate with such agencies and the public as representatives of the Association
  5. Plan meetings and other events
  6. Develop and monitor budgets
  7. Spend Association funds
  8. Decide and document policy, positions, and procedures
  9. Publish a newsletter and communicate with members

While performing their roles, the Associationís Board of Directors and individual Directors are not authorized to:

  1. Legally bind any member to any course of action
  2. Enter into contracts binding any group of members
  3. Impose liability, financial or otherwise
  4. Assume liability for actions of the Board
  5. Prevent members from petitioning as individuals any government agency without regard to the Association and its activities
  6. Take the place of services regularly furnished by any government or government agencies
  7. Act as an extension or agent of any government agency
  8. Act as an agent of the Association for any reason without authorization of the Board

Section 2   Size. The Associationís Board of Directors shall consist of seven to eleven directors, including officers.

Section 3  Term. The term for individual Directors shall be one year, which begins at the start of a new membership year. There is no term limit for Directors.

Section 4  Compensation. Directors are not compensated nor can they or their family members be employed by the Association to perform services for the Association for compensation.

Section 5   Selection. All voting members of the Association are eligible to serve on the Board of Directors. However, non-resident property owners may not represent more than 25% of the Directors. The Associationís voting members elect the Board of Directors at a general meeting on or before October 1 of each year. An individual must receive at least five (5) votes to be elected.

To promote continuity in the Association, Presidents may continue to serve on the Board of Directors for one year following their term without being elected.

Section 6  Vacancies are filled by a vote of a simple majority of the remaining Directors.

Section 7   Resignation/Removal. When a Director decides to resign from the Board, for any reason, a letter of resignation must be given to the President. A Director can be removed for cause by a majority vote of the Board of Directors. The Director must be notified at least one week in advance of the proposed action and meeting. Cause is defined as: (1) actions deemed by the Board to be harmful to the interests of the Association; (b) unexcused absences from more than three consecutive regularly scheduled meetings of the Board, (3) and change in status from voting to non-voting member.

Section 8   Meetings. The Board of Directors shall meet quarterly at a minimum, unless there is a need to meet more frequently, at an agreed time and place. An official Board meeting requires that Directors receive at least two weeks advance notice. Meetings of the Board of Directors are open to the membership and public but advance arrangements are necessary.

Section 9   A quorum, defined as a majority of current Directors, is needed for the Board of Directors to take official action. Robertsí Rules of Order is the decision-making process used by the Board of Directors.

Article V - Officers

Section 1   Officers and Duties. There shall be four officers of the Board: President, Vice President, Secretary, and Treasurer. The responsibilities of each officer are the following:

    President:

  1. Provides general supervision and direction of the affairs of the Association
  2. Presides at all meetings of Association members and Directors
  3. Upholds the bylaws, policies, and positions of the Association
  4. Represents the Association at outside meetings
  5. Serves as ex-officio member of any committee
  6. Assists the Secretary with developing an agenda before each meeting
  7. Signs all documents
  8. Serves as a co-signer of checks
  9. Assists the Treasurer with developing budgets and preparing tax returns, if necessary
  10. Passes any materials created for the Association to successor
  11. Assumes authority and duties as the Board may prescribe from time to time

    Vice President:

  1. Attends general and Board meetings
  2. Is prepared to perform the Presidentís duties and performs such duties in the Presidentís absence
  3. Assists in preparation of the Associationís agenda
  4. Passes any materials created for the Association to successor
  5. Assumes authority and duties as the Board may prescribe from time to time

    Secretary:

  1. Attends general and Board meetings
  2. Records, maintains, and preserves all official records of the Association, including but not limited to minutes of proceedings of the Board of Directors and all correspondence to and from the Association
  3. Makes minutes accessible and presents for review and approval at regular meetings
  4. Supervises the keeping of all other records of the Association, including the maintenance of a roster of properties within the Associationís boundaries
  5. Notifies members of Association meetings
  6. Passes any materials created for the Association to successor
  7. Assumes other duties as the Board may prescribe from time to time

    Treasurer:

  1. Attends general and Board meetings
  2. Receives and safely keeps and accounts for all funds of the Association
  3. Deposits funds in the financial institutions designated by the Board of Directors
  4. Disburses funds as directed by the Board of Directors
  5. Prepares and provides financial reports at Board and general meetings
  6. Prepares and presents an annual budget in conjunction with the President
  7. Files tax returns as necessary in conjunction with the President
  8. Passes any materials created for the Association to successor
  9. Assumes other duties as the Board may prescribe from time to time

Section 2   Term. The term of office for officers shall be one year, which begins at the beginning of a new membership year. There is no term limit for officers.

Section 3   Selection. Officers shall be elected by a majority vote of the Board of Directors. All Directors are eligible to serve as officers except for Directors who are members of the same household. When multiple members of the same household are Directors, only one member of that household may be elected as an officer.

Directors cannot be elected to more than one office at a time. However, a Director may temporarily hold more than one office when it is necessary to fill a vacancy. The term of the temporary office expires when the vacancy is filled.

Section 4  Vacancies are filled by appointment of the remaining Directors. Current Directors and voting members are eligible for appointment. The appointment terminates at the end of the membership year.

Section 5   Resignation/Removal. When an officer decides to relinquish his/her position, a letter of resignation must be given to the President. An officer can be removed for cause by a two-thirds vote of the Board of Directors. The officer must be notified at least one week in advance prior to the meeting of the intended action. Cause is defined to be actions deemed by the Board to be harmful to the interests of the Association.

Article VI - Committees

Section 1  Formation. The Board of Directors may establish standing and temporary committees as needed. There shall be the following standing committees, which represent the Associationís primary functions: Fund Raising, Government Relations, Neighborhood Improvement, Newsletter/Communication, and Social.

Section 2   Dissolution. The Board may also dissolve committees when it is appropriate. When the Board decides to dissolve a committee, it must provide one-month advance notice to members of the Board and the committee prior to the Board meeting where the action will be taken.

Section 3   Composition/Selection/Resignation/Removal. All voting members may serve on standing and temporary committees. Committee chairs are elected by a majority vote of the Board of Directors. The responsibilities of the committee chairs include but are not limited to the following:

  1. Make periodic reports to the Board of Directors
  2. Coordinate events and functions in conjunction with the overall purpose of the Association
  3. Obtain approval from the Board of Directors prior to a sponsored event
  4. Collect ideas and suggestions from the membership
  5. Gather volunteers to help organize activities
  6. Prepare a projection of anticipated expenditures
  7. Maintain a committee roster

When a Committee chair decides to resign, for any reason, a letter of resignation must be given to the President. Committee chairs may be removed for cause by a majority vote of the Board of Directors at a regular or special meeting after notice has been provided to the chair and all committee members two weeks in advance of such action. Cause is defined as actions deemed by the Board to be harmful to the interests of the Association.

Section 4  Authority. The Associationís committees and committee members may not represent or act on behalf of the Association without approval of the Board of Directors.

Article VII Ė General Meetings

Section 1   Frequency. Meetings of the membership shall be held annually at a minimum for the primary purpose of electing the Associationís Board of Directors. The date, time, and place shall be set by the Board of Directors.

Special meetings may be called by the Board of Directors. Voting members who want a special meeting of the membership should submit their request to the Associationís President for consideration of the Board of Directors. All decisions of the Board of Directors are final.

Section 2   Notice of each meeting shall be given to each voting member, by flyer or other public means, no less than two weeks before the meeting except when special circumstances require an urgent meeting. When it is necessary to cancel a meeting, at least three days notice shall be given to each voting member, using the same channels for advertising the meeting, except in the case of natural disasters.

Section 3   Decision-making. A quorum, defined as twice the number of Board seats, is necessary for voting to occur at general meetings. Robertsí Rules of Order is the decision-making process used at general meetings.

Article VIII - Association Funds

Section 1   Safeguards. All funds will be kept in a financial institution. The authorized check signers are officers designated by the Board of Directors. The number of signatures required for disbursement of funds shall be in accordance with the signature level authority established by the Board of Directors.

Section 2   Fiscal Year. The Associationís fiscal year is the membership year, January 1 through December 31.

Article IX - Dissolution

Section 1    The property of the Association is irrevocably dedicated to social welfare purposes and no part of the net income or assets of the Association shall ever revert to the benefit of any director, officer, or member thereof or to the benefit of any private persons.

Upon the dissolution of the Association, any funds remaining after payment of all debts and liabilities shall be given to a not-for-profit community group(s) as directed by the Board of Directors.

Article X - Amendment of Bylaws

Section 1  The Bylaws may be amended when necessary by a majority vote of the Board of Directors. The amendments shall become effective as of their adoption by the Board.

Proposed changes will be published in the Associationís newsletter that precedes the Board meeting where action may take place. When the Bylaws are amended, the next scheduled newsletter shall be used to notify members. Copies of the amended Bylaws shall be made available to members at the next scheduled general meeting.

 


Acknowledgements

Bylaws prepared by Michele Purviance, HTML coding by John Shores

Based on contributions by the South of Forest Neighborhood Association - SOFNA - Interim Board Members

Original: 2004 May; Amendments: 2012 March and 2017 November.

Adopted by the Board of Directors on 2004 September 30. Amendment to Section 1.3 approved on 2012 March 06. Amendments to Section 1.3 and 4.5.

URL: http://sofnaweb.mysite.com/sofna_bylaws.html


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