Article I – NAME
The name of the Association shall be: “Redwood Shores Community Association”.
Article II – DEFINITIONS
“Association” – as used in these By-Laws, the term “Association” shall mean and refer to Redwood Shores Community Association, Inc.
“Board” – as used herein, the term “Board” shall mean and refer to the Board of Directors of the Redwood Shores Community Association, Inc.
“Board Member” and “Director” – as used herein, the terms “Board member” and “Director” may be used interchangeably. Both shall mean and refer to persons who are members of the Board of Directors of Redwood Shores Community Association, Inc.
“District” and “Redwood Shores” – as used herein, the terms “District” and “Redwood Shores” may be used interchangeably, both shall mean and refer to Redwood City General Improvement District 1-64, City of Redwood City, County of San Mateo, State of California.
“Ex-Officio” – as used herein, the term “Ex-Officio” shall be used to describe a nonvoting office or position.
“Member in Good Standing” – as used herein, the term “member in good standing” shall mean and refer to a member or business listed on the rolls of the Association as a member and which has paid all dues. Each member or business shall constitute one membership.
Article III – PURPOSE
The purpose of the Association is to represent the interests of homeowners, renters and other residents, and of businesses, in Redwood Shores:
a. To encourage and promote a safe and healthful environment for family life.
b. To advocate fairness in taxation of property in the District.
c. To encourage responsible growth of property development in the District.
d. To provide a forum for united community action by all groups within the District; to assist homeowners and maintenance organizations in achieving common goals.
e. To disseminate by newsletter and other means, information of significance to the District and members of the Association utilizing the Pilot (a newsletter), the www Home Page and the Community Signs.
f. To present social cultural and other events for the membership and the community.
g. To carry on any business in furtherance of any of the above activities, or any other activities which the Association shall deem to be in the community interest.
h. To implement the CC&Rs of Redwood Shores Subdivisions No. 1 and No. 2, Marlin Subdivisions No. 1 through and including No. 6, and Dolphin Subdivisions No. 1 and No. 2, to appoint members of the Architectural Design Review Boards to those Subdivisions, and to coordinate the enforcement of the CC&Rs of Redwood Shores Subdivisions No. 1 and No. 2 Marlin Subdivisions No. 1 through and including No. 6 and Dolphin Subdivisions No. 1 and No. 2 with the City of Redwood City.
Article IV – NON-PROFIT
This Association is organized as a nonprofit mutual benefit corporation under California Corporations Code Section 7110 and following and shall take all reasonable steps to qualify as a Social Welfare Corporation Internal Revenue Code Section 501(c)(4) and under California Revenue and Tax Code Section 23701(f). No Officer of the Association may receive any compensation for services performed for the Association. Notwithstanding any other provision of this Article, the Association shall not carry on any activities not permitted to be carried on by an Association exempt from Federal income tax under Section 501(C)(4) of the Internal Revenue Code of 1986 and California Revenue Code Section 23701(f).
Article V – NON-PARTICIPATION
The Association has no partisan political affiliation.
Article VI – NON-DISCRIMINATOR
Membership in the Association shall not be limited or restricted on account of race, gender, religion or national origin.
Article VII – OFFICE
The principal office for the transaction of business of the Association shall be within San Mateo County and at such location as the Board shall from time to time designate.
Article VIII – MEMBERSHIP
Section 1. Types of Membership
There shall be two types of members of the Association: individual members and commercial members. An individual membership is open to persons over the age of 18 who live in Redwood Shores. Commercial memberships are open to businesses which own or lease property in Redwood Shores and operate a business in Redwood Shores.
Section 2. Voting Rights
Each individual member in good standing and each commercial member in good standing shall have one vote in any election wherein Association members may vote.
Section 3. Membership Rights and Duties
Members shall have the right to vote in any general election called by the Association, and to participate in any Association activities, in the manner prescribed therefore. Members shall, in all respects, abide by these By-Laws, and all amendments thereto, and any and all rules and regulations now or hereafter adopted in accordance with these By-Laws.
Article IX – DIRECTORS
Section 1. Number of Directors
The Association shall have a Board of Directors of not less than nine (9) or more than twenty five (25) voting members. A quorum shall be one third of the members of the Board of Directors for the transaction of business.
Section 2. Qualifications
Any member in good standing, who holds an individual membership as set forth in Article VIII shall be eligible for election or appointment to the Board of Directors.
Section 3. Powers
Subject to any limitations in the Articles of Incorporation of the Association and to any provision of law requiring action to be approved by the members, the business and the affairs of the Association shall be governed and controlled by the Board of Directors. All committee powers, subject to the same limitations, shall be exercised by, or under authority of, the Board. The Board of Directors shall have the following specific powers, but their enumeration herein shall not be deemed to limit Board powers:
a. To designate members to carry out specific duties or assignments, as committee chairmen or otherwise;
b. To make rules and regulations not inconsistent with the law, the Articles of Incorporation of the Association or these By-Laws, to advance the purposes of this Association and aid in its management;
c. To fix the location of the principal office for the transaction of the business of the Association;
d. To fix the amount of the dues for individual and commercial memberships.
Section 4. Term
Board members shall be elected for a two (2) year term commencing upon election at the Annual Membership Meeting and terminating two (2) years following election at the Annual Membership Meeting. Directors who are appointed to serve out the term of another Director shall commence their term immediately upon appointment and the term shall end at the same time that it would have ended for the replaced Director.
Section 5. Board Meetings
a. Regular meetings of the Board shall be held every month and may be held without notice of the time and place if such meetings are fixed by the By-Laws or by the Board. Special meetings of the Board shall be called by order of the President or at the request of at least five (5) members of the Board Notice is to be four (4) days if given by mail, deemed received four (4) days after posting, or at least 24 hours in advance, if delivered personally or by telephone, including a voice message system or other system of technology designed to record and communicate messages, such as, without limitation, facsimile, electronic mail or other electronic means. The Articles of Incorporation of the Association or the By-Laws may not dispense with notice of a special meeting. A notice need not specify the purpose of any regular or special meeting of the Board.
b. Members of the Board may participate in a meeting through the use of a conference telephone or similar communications equipment so long as all members participating in such meeting can hear one another. Participation in a meeting pursuant to this paragraph constitutes presence in person at such meeting.
c. One third of the authorized Directors present shall constitute a quorum and is necessary to transact business. A meeting at which a quorum is initially present may not continue to transact business in the absence of a quorum.
d. An action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to that action. The written consent or consents shall be filed with the minutes of the proceeding of the Board. The action by written consents shall have the same force and effect as a unanimous vote of the Directors. For purposes of this paragraph, written consent may be accomplished by means of facsimile, electronic mail or other electronic means if the sender thereof verifies to the President or Secretary of the Association that the signature is authentic.
Section 6. Attendance
Any member in good standing of the Association may attend Board meetings, subject to availability of space. Provided, however, that the President may designate any Board meeting as “confidential” in which case only Board members may be present at the meeting.
Section 7. Vacancies
In the event of a vacancy on the Board, the remaining Directors shall appoint a successor Director. If any Director shall fail to attend three (3) successive Board meetings, said Directorship shall terminate and shall become a vacant Board position unless the President of the Association shall, in the President’s sole discretion, waive the effect of this Section 7.
Article X – OFFICERS
Section 1. Number of Officers – Term
The Officers of the Association shall be the President, Vice President, Past President, Secretary, and Treasurer, and such other Officers as the Board may from time to time by resolution create. The term of all Officers shall be one year.
Section 2. Qualifications
The qualifications of the Officers of the Association shall have the same qualifications as Directors, and shall be selected by the Directors from members of the Board. The President shall have been a Director for at least one year prior to being elected President
Section 3. Officers Elected by the Board
The Nominating Committee shall nominate a slate of Officers of the Association and submit the nominations to Board members on or before January 10 of each year. Board members may nominate candidates for Offices up to the close of the Annual Membership Meeting. Election of Officers by the Board shall take place at the February Board Meeting of the Association.
Section 4. President
Subject to the authority of the Board, the President shall be the chief executive Officer of the Association. The President shall:
a. Preside at all Board and membership meetings provided, however, that the President may appoint another Director to preside over any meeting not attended by the President or Vice President. The President shall set the agenda for meetings.
b. Serve as ex-officio member of all committees of the Board.
c. Act as liaison between the Association and the City of Redwood City, its Council and staff, and other agencies of government, to present the views of the Association’s membership.
d. Exercise such other powers and perform such other duties as may be prescribed by the Board or these By-Laws.
e. Solicit volunteers for the Executive Committee, but if the number of volunteers be insufficient, appoint Directors for the number required.
Section 5. Vice President.
In the absence or incapacity of the President, the Vice President shall perform the duties of the President.
Section 6. Past President
The Past President of the Association shall be deputy chairman of the Executive Committee, and shall:
a. Recommend improved management practices to the Board;
b. Exercise such other powers and perform such other duties as may be prescribed by the Board, or the Executive Committee, or these By-Laws.
Section 7. Secretary
The Secretary shall:
a. Record the minutes of each Board meeting and each membership meeting;
b. Keep the original of these By-Laws and of each amendment thereto and of each rule and regulation made by the Board pursuant thereto;
c. Give all notices required by law or by these By-Laws;
d. Perform all other duties incidental to the office, or prescribed by the Board or by these By-Laws.
e. Keep and maintain a roster of the Association’s membership.
Section 8. Treasurer
The Treasurer shall:
a. Accept all funds for the Association, and deposit such funds in financial institutions in accordance with instructions of the Board;
b. Keep and maintain books of accounts for the financial transactions of the Association;
c. Keep savings and checking account passbooks for Association funds, and disburse such funds as directed by the Board or by the Executive Committee, and co-sign all checks in excess of $500.00 with another Officer of RSCA.
d. Render to the Board or Executive Committee, on request a statement of all transactions of the Treasurer and a financial statement in accordance with generally accepted accounting principles;
e. Prepare, and deposit with the Secretary, the Annual Report of the Association’s financial condition. The Annual Report shall be completed not later than January 13 of each year, and be available to all members in good standing, for examination and acceptance by the Board;
f. Perform all other duties incidental to the Office, or prescribed by the Board or these By-Laws.
g. Prepare and propose to the Board an Annual Budget of the Association in time for the October Board meeting.
Article XI – ELECTIONS
Section 1. Board Election.
The election to the Board shall be conducted at the Annual Meeting of the Association, which meeting shall take place in the second week of February of each year and upon notice as set forth in Section 2 following or as otherwise set forth in these By-Laws. Each individual member in good standing may vote in person or by proxy filed with the Secretary before the appointed time of each meeting. Each proxy shall be revocable at any time by written notice by the member to the Secretary of the Board and shall automatically cease upon receipt of written notice by the Secretary of the Board of the death or judicially declared incompetence of an Association member before the counting of the vote, or upon expiration of two months of the date of the proxy.
Section 2. Notice
Written notice of a general meeting of the members, annual or special, shall be given by the Secretary of the Association, at the direction of the President or any 5 members of the Board, in the Association Newsletter or by any other means reasonably calculated to give actual notice, at least 20 days, but not more than 60 days prior to such meeting, giving a date, time, place and designated purpose of the meeting.
Section 3. Quorum
Five per cent (5%) of the current membership represented, in person or by proxy, of members in good standing shall constitute a quorum for the election of Directors to the Board or other business to be conducted at an annual or special meeting, unless pursuant to the California Corporations Law, the quorum shall be required to be a greater percentage.
Section 4. Nominations
Nomination for election to the Board of Directors of the Association shall, subject to Board approval, be made by a Nominating Committee. The President shall appoint the Chair of the Nominating Committee at the October Board Meeting of each year. Upon nomination as the Chair of the Nominating Committee, the Chair shall then appoint four (4) other Nominating Committee members for a total committee of five (5). The Nominating Committee shall make as many nominations for election to the Board of Directors as it deems appropriate but not more than twenty five (25) nor less than nine (9). The Nominating Committee shall also nominate a slate of officers. A report of the Nominating Committee shall be delivered to the Board by postal mail and e-mail on or before the 10th of January of each year. During its term, the Nominating Committee shall solicit potential Board candidates from the general membership by means of an announcement in the Pilot. The Board shall have the final vote on the nominations to the Board, but the decision of the Nominating Committee shall be given “High Deference”.
Section 5. Close of Nominations
Nominations for Board positions shall close at the January Board meeting of each year. A vote by the Board shall be taken after close of nominations at the January Board meeting to determine the Board candidates to be placed in nomination at the Annual Membership Meeting.
Section 6. Voting
When all candidates have been given an opportunity to speak, the Officer presiding over the Annual Membership Meeting shall call for a voice vote of the members entitled to vote. If necessary a polling of voting members may be utilized. Results of the election shall be posted by the Association in the Association’s newsletter at the earliest reasonable opportunity.
Article XII – COMMITTEES
Section 1. Committees in General
a. Any member in good standing may be a member of a committee and hold any Chairmanship thereof. Provided, however, that the Chair of any Standing Committee shall be a Board member.
b. Committees may be formed by appointment of the President or resolution of the Board and may be terminated by the vote of the Board at any time without notice. The Board may, by vote, likewise remove any committee member or any committee chairman without notice and without cause;
c. Committees may be formed by the President or the vote of the Board for any purpose pertinent to the purposes of the Association.
d. A simple majority shall constitute a quorum for conducting committee business.
Section 2. Executive Committee
The Executive Committee of the Association shall be a permanent committee.
a. Purpose: The purpose of the Executive Committee is to oversee the ordinary business of the Association. In particular, organization of social and cultural events, publication of the Association news-letter, and education of the membership are activities under the direction of the Executive Committee.
b. Members: The President shall be Chairman, and the Past President shall be deputy chairman. The Vice President, Secretary, and the Treasurer of the Association shall also be members. Two other Directors shall be selected by the President and confirmed by the Board for service on the Executive Committee.
c. Meetings: The Executive Committee shall meet periodically as needed. The Executive Committee shall be authorized to approve up to $500 of expenditures by the Association, provided that a full report and accounting is presented to the Board at the Board meeting following the approval.
d. Term: The two members of the Executive Committee selected by the President shall serve thereon at the pleasure of the Board, which may remove any, or all, of them from the committee by majority vote of the voting members present. Any committee member thus removed may not again be selected for the Executive Committee for one year.
Section 3. Standing Committees
a. There shall be two Standing Committees of the Association: 1. The Membership Committee, 2. The Finance Committee.
b. The Membership Committee shall have the purpose of promoting RSCA membership, retaining membership, and increasing membership. The Committee shall maintain a confidential list of all members of the Association. The membership list shall be only for RSCA use and will not be provided for any other use without approval of the Board of Directors.
c. The Finance Committee shall have the purpose of ensuring that RSCA financial reporting meets generally accepted accounting principles for non-profit organizations, including without limitation timely filed yearly tax returns. The Committee will additionally work with the Association Treasurer to ensure that accurate and timely financial information relating to all RSCA financial activity, including the budget and a quarterly budget review, are provided to the Board.
d. No Standing Committee is authorized to expend funds on behalf of RSCA or to commit RSCA for the obligation to expend funds without advanced approval by the Board of Directors.
e. Selection of members to the Standing Committees shall follow the following procedure: No later than the March Board meeting the President shall place the nominations of the Standing Committee Chairs before the Board. Upon approval by the Board, Standing Committee chairs shall have their committees formed by the April Board meeting.
Article XIII – RULES OF ORDER
Section 1. Conduct of Meetings
Courtesy and civility shall be required conduct by persons attending any meeting held by the Association, its Board of Directors or committees. The presiding Officer at any such meeting shall ensure that conduct in violation of this section is not permitted.
Section 2. Parliamentary Procedure
Except as otherwise set forth in these By-Laws, Robert’s Rules of Order (the most current edition) shall govern in all respects the conduct of Association, Board of Directors or committee meetings. Debate at any meeting shall not be unlimited and the presiding Officer of any meeting may set reasonable time limits to any debate or discussion.
Article XIV – FEES AND DUES
Section 1. Dues
The Board shall set the amount of dues for each membership in the Association for each year. Dues paid for individual memberships shall make each adult member in good standing, by payment thereof, entitled to one vote at any meeting of or vote allowed by the general membership. Dues paid for a commercial membership shall make the business a member in good standing and entitle one adult person, as representative of the business, to vote at Association elections. All individual memberships shall be entitled to pay the same amount for dues. Commercial membership dues need not be the same as individual memberships and need not be the same for each business.
Section 2. Prohibition Against Debt
The Association shall not borrow money for any purpose whatsoever.
Section 3. Privacy of Membership List
The Association shall not sell, distribute or otherwise place into the stream of commerce, any list of Association members, contributors or advertisers, except that, for the use of the Association, it may publish a list of its members to be distributed only to members.
Article XV – AMENDMENTS
These By-Laws may be amended or repealed either by approval by a majority of the Association or by the approval of the Board of Directors of the Association, except to the extent restricted by Section 7150 of the California Corporations Code.
Article XVI – MISCELLANEOUS
Section 1. Indemnification
To the fullest extent permissible under the California Corporations Code, the Association shall indemnify its Directors and Officers against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them by reason of the fact that such Director or Officer was serving as a Director or Officer of the Association. The rights granted by this By-law are contractual in nature, and as such, may not be altered, other than prospectively in connection with acts and liabilities not occurring or arising prior to the date of alteration with respect to any present or former Director or Officer without the written consent of that person.
Section 2. Definitions
The term “proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative. The term “expenses” include, without limitation, attorney’s fees and any expenses of establishing a right to indemnification.
Section 3. Fiscal Year
The fiscal year of the Association shall be set by resolution of the Board of Directors and notice thereof set forth in the news publication of the Association.
Section 4. Resignation
Any Director or Officer of the Association may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. Such resignation shall take effect on 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 by the Association shall not be necessary to make said resignation effective.
This is to certify that the foregoing By-Laws, consisting of Articles I through XVI, are a true and correct copy of the By-Laws of Redwood Shores Community Association, Inc. and that those By-Laws were duly adopted by the Board of Directors of the Association on January 16, 1998 and by the Association on March 11, 1998. These By-Laws were amended by the Board of Directors on September 18, 2003 and were further amended by the Board of Directors on May 15, 2008.
James M. Cvengros, Secretary
Redwood Shores Community Association