Bylaws of the South of Forest Neighborhood Association

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.

Section 1    The mission of the South of Forest Neighborhood Association is to enhance the neighborhood’s 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.

Section 1   SOFNA’s 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 SOFNA’s newsletter and may petition the Board and membership on neighborhood issues that concern them. Voting members are also eligible to serve on the Association’s Board of Directors, select the Association’s Board of Directors, and vote on issues before the membership. Each voting member is entitled to one vote.

Section 1   The role of the Association’s Board of Directors is to:

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

Section 2   Size. The Association’s 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 Association’s 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. Roberts’ Rules of Order is the decision-making process used by the Board of Directors.

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:

    Vice President:

    Secretary:

    Treasurer:

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.

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 Association’s 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:

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 Association’s committees and committee members may not represent or act on behalf of the Association without approval of the Board of Directors.

Section 1   Frequency. Meetings of the membership shall be held annually at a minimum for the primary purpose of electing the Association’s 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 Association’s 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. Roberts’ Rules of Order is the decision-making process used at general meetings.

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 Association’s fiscal year is the membership year, January 1 through December 31.

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.

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 Association’s 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.