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Category: Meeting Notices
Date: 2/22/2010
Time: 12:08:49 AM
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From: Walter Prince / Northridge Community Council
Category: By-Laws
Date: 9/14/2001
Time: 12:35:16 PM
Remote Name: 64.52.105.147
Article I: Name
1. The name of this non-profit, unincorporated association shall be:
"Northridge Community Council" ("The Council")
Article II: Mission
1. The Mission of the Northridge Community Council is to facilitate communication between the City of Los Angeles and Community Stakeholders on issues of concern to the community and/or to the Community Stakeholders.
Article III: Boundaries
1. The physical boundaries of the Council include the entire geographical area defined by U.S. Postal Service zip codes 91324 through 91330 , plus a small portion of 91343 which receives mail addressed to the community of Northridge. The portion of the 91343 zip code is bounded by Lassen St. on the North, Hayvenhurst Ave. on the East, Roscoe Blvd. on the South, and Balboa Blvd. on the West. 2. The Directors may adjust these boundaries at any time, if deemed to be in the best interests of the Council
Article IV: Objectives and Policies
1. The Council's objectives are: a. To promote good planning, fair taxation, representative government, healthy life-styles and the general welfare of the Community of Northridge (as herein defined under Article III: BOUNDARIES)
2. The Council's policies are: a. To assist individuals and groups in achieving goals which promote Community betterment; b. To avoid interfering in the internal affairs of any individual, group or organization; c. To make recommendations for civic action commensurate and consistent with these By-Laws.
Article V: Council Functions
The Council's functions are to: 1. To inform the Membership and others of upcoming issues, activities, projects and/or changes which may affect or have the potential to affect the Community; 2. To provide a forum for the discussion, deliberation and collaboration of Community issues; 3. To facilitate open debate as to all aspects of any issue before the Council (within the reasonable time parameters determined for any meeting); 4. To act as an advocate for the Community on issues for which there is a broad consensus; 5. To collaborate with and support individuals and organizations within the Community in accomplishing their local goals which the Council determines to support and are consistent with these By-Laws. a. It is not the Council's function to control or eliminate existing local community groups or ignore their concerns regarding issues that affect only them. b. If a local group elects its leaders and holds open meetings allowing its members the same rights as the Council allows its Stakeholders, the decisions of such local groups concerning their local issues will be binding upon and supported by the Council. A local issue is one that affects only the members of that group. c. Groups that are self-appointed or operate outside the public purview will not have the automatic support of the Council.
Article VI: Non-Profit Organization
1. This Council is organized solely for non-profit purposes and intents, and there is no contemplation whatsoever of any pecuniary gain or profit to its Members or any of them. 2. The property of this Council is irrevocably dedicated to scientific and educational purposes meeting the requirements for exemption provided by Section 214 of the Revenue and Taxation Code, and no part of the net income or assets of this organization shall ever inure to the benefit of any Director, Officer, Stakeholder, or Member thereof, or to the benefit of any private persons. 3. Upon the winding up and dissolution of this Council, after paying or adequately providing for the debts and obligations of the Council, the remaining assets shall be distributed to a nonprofit fund, foundation or corporation, which is organized and operated exclusively for charitable purposes and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code. 4. To the greatest extent allowed by law, the Council does hereby hold its Officers, Directors, and Stakeholders harmless from and indemnifies them with regard to all their actions on its behalf, including the payment of their reasonable attorneys fees and court costs relating to any claim, action, or proceeding brought against them in their representative capacities with regard thereto. 5. To the extent provided by the Charter of the City of Los Angeles, the liability of any officer, Director, or Stakeholder of this Council for their actions on behalf of this Council is expressly assumed by the City of Los Angeles. 6. In the event that this Council holds any assets in trust, such assets shall only be disposed of in accordance with the direction by decree of the Los Angeles Superior Court, upon petition therefore submitted by the California Attorney General or by any person concerned in a liquidation in which the Attorney General is a party.
Article VII: Participation in Political Affairs
1. The Council shall not act as a political organization or provide active support to any candidate or political organization.
Article VIII: Affiliations
1. The Council may affiliate itself, or enter into an affiliation with any other organization or group, other than a partisan political organization or group. However, such affiliation must be in accordance with the By-Laws and the laws of the State of California, and must be approved by a majority vote of all Directors of record.
Article IX: Non-Compensation of Directors
1. No Director, by virtue of such position, shall be entitled to receive any salary or compensation. However, nothing contained herein shall be construed to prevent the Council from compensating a Director for duties other than those of a Director which he/she may render on behalf of the Council.
Article X: Membership
1. Those eligible for membership in the Council are the Community Stakeholders within the boundaries of the Council. A Community Stakeholder is defined as anyone who lives, works or owns property in the area (Los Angeles City Charter, Sec 906), or who participates in any organized activity in the area (City Council Plan Adopted 5-15-01). 2. A Community Stakeholder shall become a Voting Stakeholder of the Council upon the completion of a Membership/Registration Application (in form determined by the Directors) and submission of same to the Secretary. 3. No person may represent more than one Community Stakeholder, and no Community Stakeholder may hold more than one Membership in the Council. 4. Each Voting Stakeholder is entitled to one (1) vote on each and every issue coming before the Council for a vote. 5. A Membership is automatically forfeited when one is no longer a Community Stakeholder of the Community.
Article XI: Directors
1. The Council is headed by a Board of Directors which is elected by Voting Stakeholders of the Council. 2. Interim Directors will act as Directors until the first election is completed. 3. The primary duties of the Directors will be to head Committees that are formed specifically to handle the affairs of the community and of the Council. The number of Committees will fluctuate from time to time, depending on the needs of the community. 4. Directors will vote on internal affairs of the Board. a. Directors shall not vote on matters that concern individual Stakeholders or groups in the community. Such matters shall be voted on by Stakeholders at Town Hall Meetings. b. Each Director is considered a Voting Stakeholder at Town Hall Meetings, and as such is entitled to one (1) vote on each and every issue coming before the Council at such meetings. 5. The Board shall consist of no less than five (5), and no more than forty-one (41) Directors, and the immediate past President as ex-officio non-voting Member. 6. The initial Board elected at the first election will consist of a maximum of 15 Directors. 7. After the initial Board is formed, additional Director seats may be added at a later time after a vote from a majority of the Voting Stakeholders to do so. 8. Each Director shall serve a two (2) year term, commencing on the first day of the month following his or her election by the Members. 9. The election of Directors shall be staggered so that one-half (1/2) of the Directors are elected each year. 10. For purposes of the first election of Directors, the terms of office will be decided as follows: a. All Votes will be counted and a list will be prepared showing the total number of votes cast for each Director, from highest to lowest. b. Half of those elected will be placed in the "highest" votes category, and half will be placed in the "lowest" votes category. The half in the "highest" category shall serve for a two (2) year term. The remaining half will serve a one (1) year term.
11. Directors elected at later dates to fill vacancies created by the departure of an existing Director will complete the unexpired term of the replaced Director. 12. Directors elected at later dates to occupy an unfilled seat will be staggered such that the first seat thus filled will be for a 2-year term, the next seat thus filled will be for a 1-year term, and so forth. 13. Each Director shall have one vote on each and every matter coming for a vote at the meetings which he/she attends. However, there shall be no proxy voting. 14. The Directors shall set the agenda for all Board Meetings and Town Hall Meetings. Community Stakeholders may add items to the agenda by submitting them to the Secretary on a timely basis and providing sufficient copies to distribute at the meeting. 15. Meetings of the Board of Directors shall occur monthly or more often if needed. 16. Any Director who fails to attend three (3) consecutive meetings of the Council may be removed by the Directors. 17. No Director, by virtue of such position, shall be entitled to receive any salary or compensation.
Article XII: Officers
1. At an annual scheduled Board Meeting there shall be the election of officers from among the Directors. The officers to be elected shall be: a President; one or more Vice Presidents as the Directors may determine annually in their sole discretion; a Secretary; and a Treasurer. a. The President shall preside over all Board Meetings and Town Hall Meetings. b. The President shall appoint all Committee Chairpersons from the group of elected Directors.
2. The Vice President or Vice Presidents shall preside over meetings in the absence of the President and serve if the President is unable to serve.
3. The Secretary is the official custodian of all records of the Council, with the exception of its financial records, and must maintain same appropriately. a. The Secretary shall cause to be filed such documents, certificates and writings as are reasonably required and/or necessary for the Council to comply with local, state and federal law. b. The Secretary shall submit all information required of all Neighborhood Councils by the City of Los Angeles. c. The Secretary shall maintain records of the Council in appropriate form. d. The Secretary shall provide the Agendas for Board and Town Hall Meeting. e. The Secretary shall keep the Minutes of all Board Meetings and Town Hall Meetings, and shall also cause all Minutes to be prepared, executed and maintained as required by law. f. The Secretary shall maintain all Membership records of the Council. The Secretary shall oversee and maintain records on Stakeholder attendance at meetings. The Secretary shall prepare all written ballots and, along with the Inspectors of Elections, disseminate and collect all such ballots. g. The Secretary is responsible for all incoming and outgoing communications on behalf of the Council and shall see to the proper disposition of such communications. h. The Secretary is responsible for developing and maintaining a system through which the Council can communicate with its Community Stakeholders on a regular basis and in a manner that assures that information is disseminated evenly and in a timely manner to such Community Stakeholders. i. The Secretary shall cause as many records as possible, including the By-Laws, to be posted on the Council website. j. The Secretary shall otherwise exercise authority and be clothed with such authority as is usual and customary for the secretary of any organization.
4. The Treasurer shall serve as the financial agent of the Council. a. The Treasurer shall have the care and custody of the money of the Council. b. The Treasurer shall oversee and manage the collection, deposit and maintenance of all Council funds. c. The Treasurer shall oversee and manage the payment of the lawful obligations of the Council. d. The Treasurer shall put into place and maintain sufficient "checks and balances" in the Council's accounting and financial systems so as to safeguard its funds. e. The Treasurer shall ensure that all records are kept in accordance with generally accepted accounting principles. f. The Treasurer shall be a signator on all Council accounts, along with such other officers as the Board may from time to time so designate. g. The Treasurer shall render regular financial statements and/or accountings as the Board shall designate. h. The Treasurer shall prepare all financial information to be submitted by the Secretary as required by the City of Los Angeles. i. The Treasurer shall make certain that the books and records of the Council are open for inspection by any Community Stakeholder. j. The Treasurer shall oversee the preparation and filing of tax returns as required and appropriate.
Article XIII: Committees
1. Any Stakeholder can petition the Board to add or delete a Committee, but the final decision whether to do so will be the decision of the Board. 2. The scope and purpose of each committee is limited to that stated by the President at the time of appointment of its Chairperson, unless the President expands such scope and/or purpose. 3. The Chairpersons of all Committees shall be appointed by the President. 4. Either the President or the Committee Chairpersons may appoint the Members to serve on their respective Committees. Any Community Stakeholder may be a Committee Member. 5. Each Committee Chairperson may form one or more Subcommittees to assist in carrying out the mission(s) of the Committee. The Committee Chairperson will select the Subcommittee Leader(s), who in turn will select the Subcommittee Members from the ranks of the Community Stakeholders of the Council. Article XIV: Meetings
1. Regular and Special meetings will be held for the entire Community of Northridge (Town Hall Meetings) and for the Board of Directors (Board Meetings) and its Committees and Subcommittees, at such times and places as the Board may designate. a. All such meetings shall be conducted in accordance with the Open Meeting requirements of the State of California (the Ralph M. Brown Act of the California Government Code), as they may exist from time to time. b. All Community Stakeholders must conduct themselves in accordance with the City of Los Angeles Governmental Ethics Ordinance (LAMC Section 49.5.1.) . 2. The Secretary shall direct that Notice of all meetings, including date, time, location and purposes therefore, shall be provided to the Department of Neighborhood Empowerment which is charged to provide same to the Los Angeles City Clerk's Office, and also will direct that Notice will be posted 10 days in advance at a. Northridge Library b. Porter Ranch Library c. Northridge Park d. the Council's web site (www.northridgecouncil.org) e. and will be e-mailed to all Community Stakeholders who have provided an e-mail address, and other methods that the Secretary finds feasible. This posting meets the requirement of the Ralph M. Brown Act.
3. Regular Town Hall Meetings will be held at least once each calendar quarter, but may be scheduled more often by the Board of Directors. These will include the annual Town Hall Nominating Meeting and the annual Town Hall Election Meeting. 4. Regular Board Meetings will be held monthly, but may be scheduled more often by the Board of Directors. 5. Regular and Special Committees and Subcommittee meetings will be held as necessary to resolve matters that come before the Committees and Subcommittees. 6. Special Town Hall meetings may be called by any of the following and for purposes consistent with these By-Laws: a. the President of the Board of Directors; b. three (3) or more Directors; or c. any twenty five (25) Community Stakeholders. 7. Special Board Meetings may be called by any of the following, and for purposes consistent with these By-Laws: a. the President of the Board of Directors, or b. three (3) or more Directors. 8. The first annual Town Hall Nominating Meeting shall be held as part of the first Town Hall Meeting following the acceptance of these By-Laws. The principal activity at this meeting will be the taking of nominations for the Director positions for the coming year. Additional business may be conducted at this meeting as long as it is properly set forth in the agenda. 9. The first annual Town Hall Election Meeting will be held as part of the first Town Hall Meeting following the Nominating Meeting. The principal activity at this meeting shall be the election of Directors. Those eligible to vote at this meeting are the Voting Stakeholders active as of the conclusion of the Annual Town Hall Nominating Meeting. Other business may be conducted at this meeting as long as it is properly set forth in the agenda.
Article XV: Conduct of Business
1. The rules set forth in the newest revision of "Robert's Rules of Order" shall govern all meetings of this Council in all applicable situations, except those in which they conflict with a provision or provisions of these By-Laws.
Article XVI: Quorums and Voting
1. Quorums for purposes of voting shall be as follows for Town Hall Meetings, Board Meetings, and Committee/Subcommittee meetings: a. A quorum for Town Hall Meetings will be equal to a majority of Voting Stakeholders present at the meeting. i. There is no minimum number of Voting Stakeholders necessary to constitute a quorum at Town Hall Meetings. b. A quorum for Board Meetings shall be thirty-three percent (33%) of the Directors currently in office. i. Directors will elect their own President and Vice President(s), and will vote on Internal Board issues such as organization, operation, and administration of the Council, the Board, and its Committees and Subcommittees. c. A quorum for Committee and Subcommittee meetings will be a simple majority of Committee Members or Subcommittee Members present at such meetings. i. Committees and their Subcommittees will make recommendations to Board, which in turn will present the recommendations to Voting Stakeholders for vote at Town Hall Meetings.
2. The annual Town Hall Nominating Meeting will be conducted as follows: a. Any Voting Stakeholder may self-nominate himself or herself as a candidate for the position of Director. The nomination must be seconded by another Voting Stakeholder. b. Any Voting Stakeholder may nominate another Voting Stakeholder as a candidate for the position of Director. The nomination must be seconded by another Voting Stakeholder. c. Any Voting Stakeholder whose nomination has been seconded by another Voting Stakeholder must agree to serve in the position of Director, if elected. The agreement can be verbal if the nominee is present at the Nomination Meeting, or the nominee may submit a signed Statement of Agreement to Serve. When such verbal or written Agreement is received, the nominee shall be considered a bona fide candidate for Director and his/her name shall be included on the written ballot to be voted upon at the Election Meeting. d. Prior to the conclusion of this meeting, the President shall appoint three (3) Voting Stakeholders (who are not Directors or candidates for Director positions) to serve as the Inspectors of Elections. e. At the conclusion of this meeting, the Inspectors of Elections shall transfer each candidate's name to a slip of paper and deposit same into a receptacle. Thereafter, an Inspector shall draw the names from the receptacle one at a time with the other Inspectors recording the names in the order drawn. They shall continue until all names have been so drawn and recorded. This is the order in which the Director candidate's names shall appear on the ballot for the Town Hall Election Meeting, and such information shall be provided to the Secretary for the preparation of such ballots, with the Inspectors of Elections maintaining a copy of said list. f. Vacancies on the Board can be filled at any time during the year, following the same procedures as set forth for the Annual Nominating Meeting and the Annual Election Meeting.
3. The annual Town Hall Election Meeting will be conducted as follows: a. At Town Hall Meetings where Directors are to be elected, each candidate will be allowed a certain amount of time to address the Voting Stakeholders and state his or her position. The Presiding Officer of the meeting has the discretion to limit the amount of time allowed for such presentations, and whether Stakeholders will be allowed to ask questions of the candidates. b. All voting, with the exception of voting for Directors and for Amendments of By-Laws, shall be by voice vote unless specified otherwise by the Secretary at that meeting. The Secretary will decide whether a vote should be visual (by hand or otherwise), vocal, or by ballot, pre-numbered or otherwise, as may be the case with sensitive matters where Stakeholders have strong opinions either for or against a particular issue. c. Votes for Directors shall be by written ballot with the candidates' names arranged thereon in the order determined as described in Article XVI of these By-Laws. i. Each Voting Stakeholder present at the meeting may vote for as many Director candidates as there are openings in that year, but there shall be no cumulative voting. ii. Any ballot which contains more votes than the number of open Director positions, or more than one (1) vote for any candidate, shall be invalidated in its entirety and not considered in the tallying of votes. iii. Those candidates receiving the largest number of votes for the open Director positions shall be those elected to such positions. d. When voting is completed, the Inspectors of Election shall collect all the ballots, tally the results, provide a written certification thereof (signed by each of them) along with all of the ballots to the Secretary, who shall thereupon announce the results of the election. e. Vacancies on the Board can be filled at any time during the year, following the same procedures as set forth for the Annual Nominating Meeting and the Annual Election Meeting. Article XVII: Grievance Procedure
1. Any Community Stakeholder or group of Community Stakeholders may express concerns to the Directors concerning their decisions and actions. 2. Any Community Stakeholder or group of Community Stakeholders may request reconsideration of a vote or action taken by the Directors or by the Voting Stakeholders. 3. Such concerns or requests for reconsideration shall be placed in written form by the Community Stakeholder(s) and communicated to the Secretary by letter, facsimile transmission or e-mail. 4. Thereafter, the Secretary shall cause each such written communication to be reproduced and disseminated to all Directors. 5. Any response and/or any action to be taken as a result of such concerns shall be determined by the Directors, and shall be reported to the Stakeholders at the next Town Hall Meeting.
Article XVIII: Review and Inspection of Records
1. The Council's financial accounts and records shall be reviewed annually by a Financial Review Board, appointed by the President from non-Director Stakeholders on an annual basis. Such review shall include, but not be limited to, a review and verification of receipts and disbursements of the Council for the past year. 2. The Financial Review Board shall submit its report regarding its review to the Directors within 60 calendar days after its appointment. 3. The Council voluntarily makes itself subject to the California Public Records Act (California Government Code §6251) to provide full public access to its records. 4. As many Council records as possible, including the By-Laws, will be posted on the Council website by the Secretary or a designee.
Article XIX: Amendments
1. These By-Laws may be Amended as follows: a. All suggested Amendments to these By-Laws must be submitted to the Secretary in writing, including facsimile transmission or e-mail. b. The Secretary will place the suggested Amendment on the Agenda for the following Town Hall meeting, where discussion will be held concerning the suggested Amendment. A vote will be taken at that meeting whether to place the suggested Amendment on the Agenda for the following Town Hall meeting. c. If the Voting Stakeholders vote to place the suggested Amendment on the Agenda for the following Town Hall meeting, the Secretary shall do so and the suggested Amendment will be voted upon at that meeting.
REPLACE WITH b. The Secretary will place the suggested Amendment on the Agenda for the following Town Hall meeting, where discussion will be held concerning the suggested Amendment. The Amendment will be placed on the Agenda for the following Town Hall meeting.
Article XX: Effective Date
WHEREFORE, these By-Laws were adopted by vote of the Membership of the Council this _____ day of ___________________, 2001, in the Community of Northridge, City and County of Los Angeles, State of California.
Northridge Community Council