Pancake Breakfast - June 7th
Constitution of the "Naples Improvement Association"
Name and Place of Operation
Section 1. The name of this organization shall be the "Naples Improvement Association".
Section 2. The place of the business and operation of this organization shall be in the City of Long Beach, County of Los Angeles, State of California.
Section 1. The objects of this Association are to Promote and Protect the Interests and Welfare of that section of the City of Long Beach, California, located in the extreme southeastern section of said city, and which district is commonly know and designated as "Naples"; and particularly to advance, promote, protect, develop and safeguard the interests and rights of Naples with regard to all public improvements, public utilities and all other governmental and civic enterprises and activities; to unite the property owners and residents of Naples for the purposes of advancing, promoting, developing and improving the civic and social interest and activities of Said district; to co-operate with any and all other organizations and Associations whose objects are similar to those of this Association, whether of the Naples district or in other sections of the City of Long Beach.
Section 1. Any owner or real property in Naples district, or any resident of Naples district, shall be eligible to membership in this organization.
Section 2. Any person, other than those mentioned in Section 1, may become members of the this Association upon application therefore, and upon the recommendation of the Board of Directors of this Association, approved by a majority vote of the members of this Association attending the meeting at which such application and recommendation may be presented.
Section 3. Any person whose name appear on the rolls of this Association as a member, but who is not a member in "Good Standing," as shall be defined in the 0 of this Association, shall not be qualified, eligible, and/or entitled to hold office in this Association, or to vote upon any matter coming before its Board of Directors or this Association, so long as such lack of "Good Standing" continues to exist.
Officers and Directors
Section 1. The Officers of this Association shall be President, First Vice-President, Second Vice-President, Recording Secretary,
Corresponding Secretary, and Treasurer.
Section 2. There shall be a Board of Directors of this Association who shall be the governing body thereof. The Board of Directors shall consist of the officers specified in Section 1 of this Article, the Immediate Past-President of the Association, and
ten (10) other members of the Association[W1] .
Section 3. All officers and members of the Board of Directors of this Association shall serve without compensation and shall not be entitled to receive any emolument, directly or indirectly, from the Association, except for such actual expenses as may be incurred for the use and benefit of the Association, and as may be approved by the Board of Directors from time to time: provided however, that compensation may be paid to the President and/or Secretary and/or Treasurer by unanimous resolution of the Board of Directors, spread upon the minutes of said Board and approved by a vote of 3/4 of the members of this Association in good standing and in attendance at the Regular meeting of this Association at which said resolution may be presented for such approval, and provided, also, that written notice of the proposed action upon said resolution shall have been given to all members of this Association, at least one week prior to the time of the meeting at which the same shall be presented for approval.
Section 4. The term each officer (specified in Section 1 of this Article) shall serve, shall be one year from the date of the annual meeting of this Association at which such officer is elected and/or until his successor shall have been elected and qualified.
Section 5. The members of the Board of Directors, other than the Officers of this Association and the Immediate Past-President, shall be elected for a term of one (1) year. The immediate Past-President of the Association shall serve as a member of the Board of Directors for the year following his term of office.
Section 6. In the event of a vacancy occurring in any office, or in the membership of the Board of Directors of this Association, other than that of membership on the Board, Ex-Officio, of the Immediate Past-President, either by reason of the Death or Resignation of any officer or director, or by reason of his or her removal from "Naples," or for any other reason, such vacancy or vacancies shall be filled by appointment upon a Majority vote of the remaining members of the Board of Directors of this Association, and such appointment shall be effective until the next ensuing annual election of this Association, when such office, or offices, or membership, or memberships in the Board of Directors shall be filled by election as said annual meeting.
Section 7. The Board of Directors of this Association shall have the general management and control of the business, property and funds of this Association, and in said Board shall be vested all Powers, expressed and implied, of this Association; and said Board of Directors shall constitute the executive body of said Association and its decision on any matter shall be final, subject only to rescission upon an appeal to, and decision thereon, by the members of said Association in regular meeting assembled.
Section 1. This Association shall have power to adopt, and it shall adopt, any and all By-Laws that may be necessary, or proper, in connection with the government of this Association, the management of its business, the duties, eligibility, and qualifications of its Officers, Directors and Members: and prescribing the method and time of holding an annual meeting of this Association, for the purpose, among other things, of electing officers and Directors of this Association; and prescribing any and all other rules and regulations that may seem necessary and proper, including the authorization for the fixing of dues or assessments to be charged the members of this Association; and providing for the constitution and establishment of any auxiliary or subsidiary group or club as an adjunct of this Association, and which shall have for its objects and purposes the same objects and purposes as this Association: and insofar as same shall not be in conflict with the provision of this constitution.
Section 1. This constitution may be amended by a vote of 2/3 of all of the members of this Association, then in good standing, and in attendance at any regular or special meeting of this Association, provided such proposed amendment shall have been first proposed and read at a previous regular meeting of this Association, and a Notice of the meeting at which such amendment or amendments are to be voted upon shall have been given in writing to all of the members of this Association, then in good standing, at least one week prior to the date of the meeting at which said amendment or amendments, as proposed, are to be acted upon.
We, the undersigned, President and Secretary of "Naples Improvement Association" hereby certify that the within and foregoing constitution was duly and regularly adopted by said Association at a regular meeting of said Association held on the ________day of ________________, 20__. Dated: ___________________
We, the undersigned, President and Secretary of "Naples Improvement Association" hereby certify that the foregoing constitution was duly revised this date and approved by the general membership at a regular meeting of said Association held on the _____day of ________________, 20__.
BY - LAWS OF THE
"NAPLES IMPROVEMENT ASSOCIATION"
(REVISED - Nov 12, 1996)
General Membership Meetings
Section 1. Regular meetings of this Association shall be held a minimum of
a minimum of two (2) time s each year at a time as fixed by the Board of Directors.
Section 2. Special meetings of this Association may be held at the call of the President; or shall be called by the President and held, upon written request to him by three members of the Board of Directors of this Association.
Section 3. The place of holding any and all meetings of this Association shall be fixed by the Directors of this Association and notice thereof given as may be provided by said Board of Directors.
Section 4. A quorum, necessary for the purpose of the transaction of business at any regular or special meeting of this Association, shall consist of twelve members excluding the President, or other officer present at said meeting upon whom the duty shall devolve to preside at such meeting.
Annual Meeting and Elections
Section 1. The annual meeting of this Association shall be the General Membership Meeting in November of each year, commencing with the year 1976; and at said meeting there shall be presented reports by each and all the Officers of the Association, regarding the activities of this Association for the preceding year, and as to the discharge by them of the duties of their respective officers.
Section 2. At least thirty (30) days prior to each annual meeting of this Association, the President shall appoint (with the consent of the Board of Directors), a nominating committee consisting of
five (5) members of the Association, not more than two (2) of whom shall be Officers or members of the Board of Directors of this Association, one of which will be Chairman of the Committee. The Nominating Committee shall thereupon hold a meeting for the purpose of selecting one or more nominees for each office of this Association and each vacancy about to occur in the Board of Directors. Permission shall be obtained from all nominees prior to their nomination. The nominations shall be presented by a written report to the Association at its ensuing annual meeting. At said annual meeting further nominations, in addition to those proposed by the Nominating Committee, may be made from the floor by any member then in good standing.
Section 3. The election shall be by written ballot, the majority vote of the members present and voting, provided a quorum is present, shall be necessary to elect.
Section 4. The quorum for an annual meeting shall be the same as the quorum for any regular or special meeting, as herein provided; and in event a quorum shall not be present at any annual meeting, the President, or other presiding officer, may postpone the annual meeting, from time to time, to a subsequent date, but each adjournment shall
be for not exceeding two weeks from the date of such annual meeting, or from the date of the last adjournment thereof.
Duties and Qualifications of Officers and Board of Directors
Section 1. President, the president shall preside at all meetings of the Associating, and at all meetings of its Directors, and shall supervise the work activities of the Association and perform all such duties as usually pertain to such office.
Section 2. Vice-Presidents in the event of the absence of the President, or his inability to perform his duties, the First Vice-President shall perform the duties, and exercise the authority of President: and in the event of the absence of the President and the First Vice-President, or the inability of both to perform the duties of the President, then the Second Vice-President shall perform the duties, and exercise the authority of the President, furthermore, the
first Vice -President shall be in charge of membership and the Second Vice-President shall be in charge of events.
Section 3. Secretary under the supervision and direction of the President and the Board of Directors, the duties of Secretary shall be
divided into that of recording and corresponding Secretaries. Subsection 3a. Recording Secretary shall be responsible for keeping the minutes of all meetings of the Association and of the Board of Directors; and shall perform all such duties as usually pertain to such office. Subsection 3b. Corresponding Secretary shall be responsible for the preparation of any outgoing correspondence, for the Association Newsletter, maintain files , and shall perform all other such duties pertaining to such office.
Section 4. Treasurer shall receive all funds paid in for the account for the Association, and shall deposit the same to the account of the Association, in such band or banks as may be approved and designated by the Board of Directors, and shall disburse the same, by check only, drawn on said account, and by order of said Board. His accounts and books shall at all times be open to the inspection of the Board of Directors, the President, and any auditors named by the Board of Directors.
He shall make a report to the Association at the annual meeting, or more often if required, and as and when required by the Board of Directors. He shall, as when requited by the Board of Directors, give bond for the faithful discharge of his duties, in a sum with surety as required by the Board of Directors.
Section 5. Immediate Past-President, ex officio as a member of the Board of Directors, shall act as an advisory counselor to the President and to the Board of Directors, giving them and this Association the benefit of his best experience as Chief Executive for the term
he has served in order that this Association my profit thereby. He shall have an equal vote, and in all other respects equal standing, with that of the other members of the Board of Directors during his one year of service as a member of said Board of Directors as provided by the constitution of the Association.
Board of Directors
Section 6. Membership Chairman shall be in charge of the yearly membership drive and keep accurate account of members and dues[W2]
7. Community Relations Chairman shall be in charge of programs for General Membership Meetings. He shall also represent the NIA at any community meetings which affect or are important to the Naples residents at the discretion of the Board of Directors. Section 8 . Historian shall be the authority on Naples history to the Board of Directors. He shall be in charge of any historical publications.
9. Ways and Means Chairman shall oversee all fund-raising events of this Association. Section 10 . Neighborhood Watch Chairman of Naples shall be an officer and report to the Board of Directors about Neighborhood Watch activities.
11. At Large Board Members - There shall be five (5) at-large member s of the Board elected at the annual meeting.
12. The members of the Board of Directors may be assigned specific responsibilities by the President, such as program, publicity, parade, pancake breakfast, special events and improvement projects.
13. Qualifications of Officers. No member of this Association shall be eligible for, or be qualified or entitled to hold an elective, or appointive office in this Association, or as a member of the Board of Directors, unless such member be in good standing at the time of his election or appointment, and shall continue so during his term in office.
Board of Director's Meetings
Section 1. The Board of Directors of the Association shall meet in regular session once a month, at least ten (10) months a year, during their term of office; and special meeting of said Board may be held, at any time, upon the call of the President, or shall be called upon the written request of two members of said Board. The time of regular meetings of the Board of Directors may be changed from time to time by resolution adopted by a majority of the Board of Directors.
Section 2. The hour and place of meeting of the Board of Directors shall be fixed, from time to time, by the President, or the presiding officer of said board.
Section 3. A quorum of the Board of Directors, necessary for the transaction of business, shall consist of the majority of the members of said board.
Section 4. A majority vote of the members of the Board of Directors at any regular or duly called special meeting of said board, shall be necessary for passage of any resolution, or for effective action in any matter pertaining to the business of this Association an within the powers of said board.
Section 1. The President shall appoint, following his/her election, the Chairman of such Committees as he/she or the Board of Directors may deem necessary and proper for successfully conducting the business of this Association. Each such chairman appointed shall select such additional member committeemen/women for his/her committee, and such selected committeemen's/women's names shall be submitted by each such chairman to the President, and/or the Board of Directors, for their approval or rejection. Should the chairman, and the President and/or Board of Directors, fail to agree upon the membership of any committee, then and in such event the President may appoint the full membership of any such committee without being required to obtain further approval thereof.
Section 1. Dues to be paid by members of this Association for the support of and for carrying on the work of this Association shall be in a sum fixed, from time to time, by resolution of the Board of Directors of this Association by affirmative vote of 2/3 of the members of said board, and which said resolution shall be spread upon the minutes of said board, and be approved at the next regular meeting of the Association.
Section 2. Such dues as may be fixed from time to time, shall upon payment thereof, entitle the payor
and his or her, wife or husband, to membership in this Association for a period of the current calendar year.
"Members in Good Standing"
Section 1. The term "Good Standing" as used herein shall mean one who has paid his/her dues as prescribed by these By-Laws, and adopted by this Association or it's Board of Directors
, and who is free from charges, pending or proved, which charges would cast upon such member any reflection as to his/her character, morality, or integrity, unbecoming of an American citizen.
Roberts' Rules of Order
Section 1. Robert's Rules of Order shall be applicable and shall govern the conduct of the meetings, the Procedure of this Association, and of its Board of Directors and the Meetings Thereof, in all matters and events not provided for by the Constitution of this Association or by these By-Laws.
Section 1. These By-Laws may be amended at any regular meeting of this Association upon a resolution first duly presented to, and then reported by, the Board of Directors, with its recommendation with regard thereto, to this Association, and being then adopted by a 2/3 majority of the members of the Association in good standing present and voting.
We the undersigned, President and Secretary of "Naples Improvement Association," hereby certify that the within and foregoing revised By-Laws were duly and regularly adopted by said Association at the regular meeting of said Association held on the ___ day of _______, 20xx.
[W1] With the reduction of (1) Officer and (5) Members, New Board Total = 11
[W2]These are duties as indicated by the Frist Vice-President. See By-Laws, Article3, Section 2.