The purposes for which this corporation is formed are as set forth in the Articles of Incorporation, and the area described and set forth in the Articles of Incorporation is hereinafter referred to for convenience as "the area".
The corporate seal shall consist of a circle having within its circumference the words "FIG GARDEN HOME OWNERS ASSOCIATION, Incorporated April 5, 1947, California."
There shall be only one class of members, whose rights and interests shall be equal.
Membership in the Fig Garden Home Owners Association, a California corporation, shall be limited to adult persons not of legally unsound mind who own residential property and reside within the area, or who own or acquire ownership of residential property within the area with the intent and purpose of becoming residents and residing therein.
All persons eligible for membership who desire to become members of the corporation shall request the Secretary of the corporation, in writing, to enter their names in the Membership Book of the corporation as members and shall, together with said request, tender to the Secretary the per member annual dues as established by the Board of Directors, payable in advance, for the period in which they are admitted to membership. The Secretary shall thereupon enter the name of such person in the Membership Book as a member of the corporation, and the Treasurer of the corporation shall receive and accept said tendered dues.
There shall be no more than two (2) members per household.
A member may not assign his membership, or any of his rights or interests in the corporation, to any other person.
This corporation shall not issue any capital stock, but may upon resolution adopted by the directors issue a Certificate of Membership to each member in such form as may be decided upon, but containing on the face thereof printed in clear type the statement that the corporation is not one for profit.
2. Termination of Membership.
The membership of any member shall automatically terminate upon his death, disposal of all his residential property within the area, upon his ceasing otherwise to have the qualifications to be eligible for membership, or upon his failure to pay dues, fines or assessments which he becomes obligated to pay in accordance with the provisions of these Bylaws, thirty (30) days after the Treasurer of the corporation has given him notice so to do, or upon the submission of his resignation in writing to the Secretary of the corporation.
The membership of any member may be terminated with or without cause being shown by resolution of the board of directors adopted unanimously by all of the directors present at any meeting of the board of directors at which there are six or more directors present.
All rights of a member in the corporation, or in its property, shall cease upon termination of his membership.
(a) The annual membership meeting of the corporation shall be held in the Spring of each year, and at such place and on such date in said month and at such hour as the directors shall determine for the purpose of electing directors and transacting such other business as may come before the meeting.
(b) The board meets on the second Wednesday of each month at 7 p.m. at the firehouse on Wishon unless otherwise designated by the Board President for dates, location and time. Five members shall constitute a quorum.
(c) Special meetings of the members for any purpose or purposes whatsoever may be held upon call made by the President, or by three members of the board of directors, and the President, or board of directors, must call a special meeting whenever requested to do so, in writing, over the signatures of thirty (30) or more members.
(d) Written notice of meetings, whether regular or special, shall be mailed or given to each member not less than three (3) days, nor more than ten (10) days, before the meeting. Notices of meetings shall state the time, place, and purposes for which called.
(e) Thirty (30) or more members at any membership meeting shall constitute a quorum, and business transacted at any meeting so constituted shall be valid for all purposes.
(f) At meetings of members all questions except as otherwise provided by law or by these Bylaws shall be determined by a majority of the votes cast at said meeting and all voting shall be by voice vote unless a majority of the members present shall demand a vote by written ballot. Each member shall be entitled to one vote on each matter submitted to a vote of the members. No single vote shall be split into fractional votes. Every member may cumulate his vote and give one candidate for election as a director a number of votes equal to the number of directors to be elected or he may distribute his votes on the same principal among as many candidates as he thinks fit. He may not, however, split a single vote into fractional votes. The candidates receiving the highest number of votes up to the number of directors to be elected are elected.
4. Dues and Assessments
Dues as determined by the Board are paid once a year. The fees pay for projects including direct mail updates, newsletter mailings and public policy research. The annual dues for members shall be fixed by the board of directors and may be changed from time to time by vote of the directors. Such dues shall be payable annually in advance to the Treasurer of the corporation on or before the 1st day of January of each year.
In addition to the annual dues, the board of directors shall have the power to levy assessments as may be deemed necessary for the best interest of the corporation and its members, excepting, however, that all such assessments shall first be approved by a two-thirds vote of the members of the corporation.
Section 1. General
(a) The corporate powers and functions shall be vested in and exercised and its affairs and property controlled, by a board of directors consisting of nine (9) members, who shall be members of the corporation.
(b) The members of the board of directors shall be elected as herein provided to serve for three (3) years and until their successors are elected.
(c) Any member of the board of directors may be removed from office for cause by the affirmative vote of five (5) members of said board at any meeting of the board at which five (5) or more members are present.
The board of directors shall declare vacant the office of a director (1) if he shall miss three (3) consecutive regular or adjourned regular meetings of the board of directors, or (2) if he shall miss a total of five (5) regular or adjourned regular meetings in any twelve (12) month period without the approval of the Board for absences.
(d) Vacancies on the board of directors shall be filled at the next meeting of the board provided notice of election has been given to the remaining members thereof, and a quorum
of directors is present at said meeting. Such persons shall hold office for the unexpired term of the director to whose place he has been elected.
Section 2. Powers of the Board
(a) To conduct, direct, manage and control the affairs of the corporation and to do all things necessary and proper to carry out the purposes of the corporation as set forth in the Articles of Incorporation;
(b) To levy assessments upon the members of the corporation in order to secure funds to carry out the purposes of the corporation, but the board of directors may not levy assessments, unless such assessment is first approved by the vote of two-thirds of the members of the corporation;
(c) To make and prescribe rules and regulations not inconsistent with these Bylaws regulating the affairs and the conduct of the corporation;
(d) To create such committees and to delegate thereto such of its powers as in its judgment may be necessary to conduct the affairs of the corporation. Each committee shall be composed of three (3) or more members, one of whom must be a director, to be appointed by the President;
(e) To appoint and remove members of committees, officers, agents and employees, prescribe their duties, fix their compensation and require from them security for faithful service if deemed necessary.
(f) To call special meetings of the members of the corporation;
(g) To do all other things and acts which may be required by law, by the Articles of Incorporation, or by these Bylaws.
Section 3. Election of Directors
(a) Three (3) directors shall be elected annually at the annual membership meeting of the corporation to fill the office of directors holding a three-year term. Likewise, any other director vacancies may be filled by nominating at least two (2) members for each board vacancy at said election.
(b) The President shall appoint a nominating committee to interview and prepare a list of desirable nominees to fill the office of directors being vacant, for election at the annual meeting, wherein at least the names of two members will be placed in nomination for the term of those directors then expiring, and who have signified their willingness to serve as directors for the succeeding term if elected. Said list shall be placed in nomination for directors, together with the names of any other members of the corporation who shall be nominated from the floor at said meeting, shall be voted upon for election as directors at one and the same time.
(c) Every member may cumulate his vote and give one candidate for election as a director a number of votes equal to the number of directors to be elected or he may distribute his votes on the same principal among as many candidates as he thinks fit. He may not, however, split a single vote into fractional votes. The candidates receiving the highest number of votes up to the number of directors to be elected are elected.
(d) The Secretary, assisted by two members appointed by the President who are not candidates for office shall be appointed as the election committee who shall thereupon count and tabulate the votes for each person so nominated and voted upon. The number of persons to be elected receiving the greatest number of votes shall be declared elected as directors and their term of office shall begin immediately.
Section 4. Meetings of Board of Directors
(a) An organizational meeting of the board of directors may beheld immediately after each annual election, or at the next regular monthly board meeting, for the purpose of organizing, electing and appointing officers. Any other business may also be transacted at such meeting. No notice of such organizational meeting need be given.
(b) In addition to the organization meeting, a regular meeting of the board of directors shall be held in the month of September of each year, and at such place and on such date in said month and at such hour as shall be designated by the President of the board, or in his absence or disability, the Vice President.
(c) Special meetings of the board of directors may be held from time to time at the call of the President, or if he be absent or be unable or refuse to act, by the Vice President, or by any three directors. Notice of the time and place of such special meetings shall be given to each member of the board of directors by mailing written notice at least three (3) days prior to said meeting or by telephone at least twenty-four (24) hours prior to the time of said special meeting.
(d) Five (5) directors present shall be necessary to constitute a quorum for the transaction of business, and unless otherwise required by law or these Bylaws, every act or decision done or made by a majority of the directors present, shall be regarded as the act of the board of directors.
Section 1. General
The officers of the corporation shall be a President, Vice President, Secretary and Treasurer, elected by the board of directors from the members of the board of directors at its organization meeting. The offices-of Secretary and Treasurer may be held by the same person.
The board of directors may also appoint an assistant secretary, an assistant treasurer, publicity chairman, and such other officers as they may deem desirable to transact the business of the corporation, and none of such appointed officers need be members of the board of directors, or members of the corporation. All officers whether elected or appointed shall hold office at the pleasure of the board of directors.
Section 2. The President
The President shall:
(a) Preside at all meetings of the members and directors;
(b) Have, subject to the advice and approval of the directors, general supervision over the affairs of the corporation and power to cause the Bylaws and the orders and resolutions of the board of directors to be carried into effect;
(c) Have, subject to the advice and approval of the directors, power to appoint members of committees;
(d) Generally discharge such other duties as may be required by the Bylaws or imposed upon him by the board of directors.
Section 3. The Vice President
The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and perform such other duties as may be required by the Bylaws or imposed upon him by the board of directors.
Section 4. The Secretary
The Secretary shall:
(a) Keep and record, or cause to be kept and recorded, minutes of all meetings of the board of directors, and minutes of all meetings of the members in a book to be kept for that purpose;
(b) Record, or cause to be recorded, the name and address of each member of the corporation in a membership book to be kept for that purpose, and in any case where memberships have been terminated, record such fact, together with the date on which membership ceased in the membership book;
(c) Discharge such other duties as pertaining to his office, or which may be required by law or by these Bylaws, or imposed upon him by the board of directors.
The Secretary may delegate all, or any portion, of his powers and duties to an assistant secretary upon approval of the board of directors.
Section 5. The Treasurer
(a) Receive and keep all funds of the corporation and deposit the same in the name of the corporation in such bank or banks as may be designated by the board of directors. Such funds shall be paid out only on the check of the corporation bearing the signature of two of the officers of the corporation or Board approved signatories one of whom shall be an officer of the organization;
(b) Collect all dues and assessments owing from members of the corporation;
(c) Keep accurate books of account of all funds of the corporation and due to or owing by the corporation;
(d) Discharge such other duties as pertaining to his office or which may be required by law or by these Bylaws, or imposed upon him by the board of directors.
The Treasurer may delegate all, or any portion, of his powers and duties to an assistant treasurer upon approval by the board of directors.
Section 1. Amendment of Bylaws
Subject to the limitations contained in the Articles of Incorporation of this corporation and to any provisions of law applicable to the amendment of Bylaws of nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted as follows:
(a) By Directors: Subject to the power of the members to change or repeal them, by the vote of a majority of directors present at any special or regular meeting of Directors at which a quorum is present, provided that written notice of such meeting and of the intention to change the Bylaws thereat is delivered to each director at least seven (7) days prior to the date of such meeting, or by the written consent of all directors without a meeting, provided that a Bylaw fixing or changing the number of directors may not be adopted, amended, or repealed.
(b) By Members: By the vote or written assent of a majority of the members, or the vote of a majority of a quorum at a meeting duly called and noticed for the purpose in accordance with Section 3 hereof.
Section 2. Disposition of Assets Upon Dissolution
(a) The property of this corporation is irrevocably dedicated to civic and social welfare purposes and no part of the net income or assets of this organization shall ever inure to the benefit of any director, officer, or member thereof or to the benefit of any private persons.
(b) On the dissolution or winding up of the corporation, its assets remaining after payment of, or provision for payment of, all debts and liabilities of this corporation, shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for civic and social welfare purposes and which has established its tax exempt status under Section 501(c) (4) of the Internal Revenue Code.
(c) If this corporation holds any assets in trust, such assets shall be disposed of in such manner as may be directed by decree of the Superior Court of the County in which the corporation has its principal office, on petition there for by the Attorney General or by any person concerned in the liquidation, in a proceeding to which the Attorney General is a party. We, the undersigned, are all of the directors of FIG GARDEN HOMEOWNERS ASSOCIATION, a California corporation, and pursuant to the authority granted to the directors in Article VI of said Articles, to take action by unanimous written consent without a meeting, we consent to, and hereby do, adopt the foregoing Bylaws, consisting of11 pages, as the Bylaws of said corporation.
('85) C. Sam Johnson
('85) Debby Hoppe
('85) Jay Daley
('84) Shirley Canales
('84) Bill Franklin
('84) Richard Anderson
('86) Dave Phillips
('86) John Frost
('86) Patricia Hanks
('84) Don Orosco