BYLAWS

Article I – Name

The name of this organization shall be the North Willow Glen Neighborhood Association (NWGNA).

Article II – Definition of Area

The area boundaries are both sides of Fuller Ave. from Gregory Ave. on the west to Prevost St. on the east, both sides of Bird Ave. from the railroad bridge to Coe Ave. and everything between Bird, Willow, Prevost, and Fuller.

Article III – Purpose, Objective and Methods Statements

The purpose of the NWGNA is to serve as a forum for:

The objective of the NWGNA is creation of the following:

The methods of achieving the objectives of the NWGNA will generally be:

*"Public services and programs" are to be considered any applicable city service, city program or city-sourced funding, as well as corporate, non-profit and commercial sources of services, programs or funds.

Article IV – Membership

Individual memberships are "voting memberships" and are reserved for resident owners and tenants, and business owners within the association boundaries as defined in Article II. Associate membership is a "non-voting membership" and is open to anyone interested in the Association’s stated purpose or current business. Membership does not require meeting attendance.

Article V – Funds

Funds will be raised by voluntary contributions and grant opportunities. No dues will be required from the membership.

Article VI – Officers (Board of Directors)

Section 1. The officers of the Association shall be: President, Vice President, Secretary-Treasurer and up to six Directors. If a sitting President is not re-elected, then he or she has the option to become a special Director, with advisory duties and the title of Past President, and there will be five Directors.

Section 2. Officers shall be elected at the annual meeting to serve a Term of one year and until their successors are elected.

Section 3. Election of officers shall be by simple majority of the Members.

When electing Directors, a slate format will be used. The available director positions (5 or 6) are elected by the candidates getting the largest number of votes. In the event of a tie, another vote will be taken.

Section 4. No person shall hold office if he/she is not a voting member (see Article IV – Membership).

Section 5. If any office shall become vacant, the remaining officers shall select a temporary replacement until the next regular membership meeting, where an election will be held to fill the position for the remainder of the current term.

Section 6. The officers shall perform the duties prescribed by these bylaws.

Section 7. Officers (Board of Directors) Mission and Duties Summary:

PRESIDENT (CHAIR)
Focus, develop and represent the group vision of the NWGNA.
Specific Duties:

• Have general powers of leadership, supervision and management of the NWGNA.
• Coordinate all NWGNA meetings and events.
• Countersign checks drawn on monies of the NWGNA.
• Report on all official activity to the Board.
• Attend all local SNI* meetings, and report pertinent information at general membership meetings.

*SNI meetings are planning meetings between the Redevelopment Agency and local residents as part of the Strong Neighborhoods Initiative.

VICE PRESIDENT
Facilitate functions of the President by resourcing information from either within or outside the NWGNA.
Specific Duties:

• Assist President in management and coordination duties.
• Act as substitute in the President’s absence to perform necessary duties.
• Countersign checks drawn on monies of the NWGNA.
• Acquire or disseminate information as required by the President.

SECRETARY/TREASURER
Keep an accurate record of all proceedings of all meetings of the NWGNA.
Specific Duties (Secretary):

• Record all proceedings of each meeting of the NWGNA.
• Provide copies of the minutes to all Board members, within a time period to be specified.
• Make additional copies of minutes available to anyone upon request.
• Keep record of attendance at all NWGNA meetings.
• Perform other such duties as the Board may require (i.e. be available to assist with administrative tasks of varying degrees of complexity.)
• Keep an accurate record of all financial transactions, including receipts and disbursements pertaining to all monies of the NWGNA.

Specific Duties (Treasurer):

• Receive and receipt all monies of the NWGNA.
• Make and oversee all deposits of NWGNA monies, and oversee all approved withdrawals.
• Prepare and submit regular treasurer's report.
• Coordinate all functions of the fiscal agent, if one is available.

DIRECTOR and PAST PRESIDENT
Should possess a particular interest for neighborhood issues, be willing to participate in Board activities, and chair or lead neighborhood activities.

Specific Duties:

• Attend all Board meetings.
• Past President: advise the current President and officers.
• Past President: countersign checks drawn on monies of the NWGNA.

ARTICLE VII – MEETINGS AND ACTIONS OF BOARD OF DIRECTORS

The Board will generally meet six times per year, or every other month. The following subjects may be discussed in closed meetings of the Board members:

• Strategic planning of future direction and actions of the association.
• Issues concerning functions exclusive to the Board.
• Amendments to the NWGNA bylaws.
• Issues determined to be too complex or time consuming to discuss in entirety during regular membership meetings.

(Minutes of all closed Board meetings will be available to anyone upon request.)

ARTICLE VIII – REGULAR AND SPECIAL OFFICERS AND COMMITTEES

Regular and special officer positions will be created, as organizational needs are determined.

Regular and special officers may be identified by voluntary or nomination means. The Board will identify the specific duties of the officers, and recognize the appointment during regular or Board meetings.

The specific duties of regular and special committees will be defined by the Board, and created as organizational needs are determined. Either voluntary or nomination means will be used to fill the committees.

All official meetings of the committees will be reported on to the general membership.

ARTICLE IX – MEETINGS AND ACTION OF COMMITTEES

Committee meetings are to be held at times and locations determined by the committee. Actions are to be reported at monthly membership meetings. The president is to be notified in advance of all committee meetings.

ARTICLE X – FEES AND COMPENSATION

Board members, members of committees and officers shall serve without compensation but may receive reimbursement of just and reasonable expenses as approved by a quorum vote of the Board.

The NWGNA may contract from within its membership for professional services considered outside the scope of regular association duties, and upon determination that no conflict of interests or collusion exists.*

*Determination to be made in a joint meeting of the Board and an objective second party representative of the City of San Jose, and to be put to a final approval vote before the general membership.

ARTICLE XI – QUORUM

A quorum will consist of 50% plus 1 of the Board members.

Exception:

• In the event that two individuals share a position, only one of those officers may contribute to the quorum at a time.

ARTICLE XII – VOTING

All votes (Board or general membership) must be attended and overseen by a quorum (see article XI) of the Board. "Oversight" will consist of the following determinations: a) the voting body has adequate time and information to make an informed decision on the matter at hand; and b) no "questionable" practices are in effect at the time of the meeting that may impact the outcome of the vote. If the Board determines a failure in either condition, the vote will be postponed until such time as the Board and an objective "second party" representative from the City decide that conditions are conducive to a proper vote. The outcome of all votes will be recorded in the minutes. Results of votes involving counted ballots will be maintained as public record.

Section 1. Voting of the general membership.

Section 2. Voting of the Board of Directors.

• If and when a subject should be put to a general membership vote
• Approval of expenditures:

• Amendments to bylaws (see Article XIV.)
• Approval to create or disband committees
• Appointment* or dismissal of any regular, special or Board officer

*Board officers may only be appointed by a quorum vote to fill a mid-term vacancy. This position will then be filled at the beginning of the next term by a regular, general membership election.

ARTICLE XIII – FINANCE

All monies of the NWGNA will be handled through a fiscal agent (if one is available.) In the event of dissolution of the association, its remaining assets shall be distributed to the local government for public purposes related to the Willow Glen community.

ARTICLE XIV – AMENDMENT TO BYLAWS

The bylaws may be amended by a quorum of the Board of Directors (see Articles XI and XII.)

ARTICLE XV – CONFARCTIVE RELIEF

Any person who, for the good of the Association, types out these Bylaws or translates them from one format to another, shall be entitled to add one humorous Article to the end.

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