ASSOCIATION BYLAWS

11/1/11, 7:00 AM

Article I – Name

Section: 1 The name of this association is the Del Rey Residents Association, a non- profit association.

11/1/11, 7:00 AM

Article II – Purpose

Section 1: To represent the will and best interest of the Del Rey community. Section 2: To maintain the single family residential character of the Del Rey community. Section 3: To encourage citizen participation in all activities advancing community betterment.

11/1/11, 7:00 AM

Article III – Policies

Section 1: This association shall be non-commercial, non-sectarian and non-partisan. No commercial enterprise nor any candidate for public office shall be endorsed by this association. The name of this association or its officers in their official capacities shall not be used in any connection with a commercial concern or with any partisan political interest, or for any other than regular work of this association.

11/1/11, 7:00 AM

Article IV – Membership

Section 1: Membership shall be open to homeowners and residents residing within the area bounded as shown in Exhibit A (See attached map.) a. Upon approval of a majority of the Board, adjoining membership areas may be annexed, after submitting a petition showing initial internal organization. Section 2: Except that those members whose signatures are affixed to these bylaws shall be known Founding Members and all others becoming members by December, 1985 shall be known as Charter Members, this Association shall have one class of members only, and voting and other rights, interests and privileges of each member shall be equal. Section 3: The Board of Directors shall determine annually the amount of membership fee, if any, to be charged to members of this association. Nothing herein contained shall prohibit the Board of Directors from dispensing with the collection of any membership fee. Section 4: Membership shall be reminded to pay dues by January of each year. Section 5: Membership in this association is non-transferable and non-assignable. Section 6: The fiscal year of the Association shall commence on January 1.

11/1/11, 7:00 AM

Article V – Officers

Section 1: The officers of this Association shall be a President, a First Vice President, a Second Vice President, a Recording Secretary, a Corresponding Secretary, and a Treasurer. An Advisor and a Parliamentarian shall be appointed by the President and will participate in board discussions, but will not have the right to vote on board decisions. Section 2: The Officers shall function as the executive committee and shall conduct any necessary business which arises between Board meetings. Section 3: A term of Office shall be two years. Officers shall hold office until their successors are elected. Section 4: Elections – The initial Officers of this Association shall be elected by majority vote of the Founding Members at any regular meeting by December, 1985. Thereafter, they shall be elected at the first general Association meeting of the following year, to be held the 1st quarter of the fiscal year. Section 5: Duties of the Officers a. President – The President shall act as Chairman of the Board. He/she shall conduct the affairs of the Association subject to general supervision of the Board. b. First Vice President – The First Vice President shall act for the President with all the latter’s powers whenever the President is incapacitated or unable to serve. c. Second Vice President – The Second Vice President shall act for the President with all the latter’s powers whenever the President and First Vice President are incapacitated or unable to serve. d. Recording Secretary – The Recording Secretary shall keep a correct record of all meetings of the Association and shall perform other duties as delegated. e. Corresponding Secretary – The Corresponding Secretary handles the correspondence of the Association, notifies members of regular meetings as requested by the President. f. Treasurer – The Treasurer shall be responsible for the safe-keeping of all monies of the Association, and for the keeping of accounts. The Treasurer or the President shall sign all checks.

11/1/11, 7:00 AM

Article VI – Board of Directors

Section 1: Members a. Any active member of this Association is qualified to be a Director thereof. b. The members of the Board of Directors (hereafter referred to as “the Board”) shall represent, insofar as possible, a board cross-section of the community. c. The Board shall consist of eleven members in good standing and shall include the Officers. d. The initial Board of this Association shall be elected by majority vote of the Founding Members at any regular meeting by December, 1985. Thereafter, they shall be elected at the first general meeting of the following year. e. Resignation of Officers or Board Member positions shall be filled for the term through appointment by the President with majority approval by the Board. f. The First Vice President shall succeed the President in the event of a Presidential resignation. The Second Vice President shall then succeed the First Vice President. A new Second Vice President will then be appointed. Section 2 Duties and Responsibilities a. The property and affairs of the Association shall be managed and controlled by the Board. b. At the first Board meeting of the Calendar year, commencing in 1987, the President shall appoint a Committee of five members (who may, but need not be members of the Board) to prepare a slate of nominees for election. c. The Board shall plan General Membership meetings. d. Directors shall serve without compensation. e. If a member of the Board cannot attend a scheduled meeting because of illness or a conflicting commitment, the member shall notify the Parliamentarian or the President before the meeting. If advance notice is given, such an absence shall be an “excused absence.” f. During a 12 month period, if a Board member has more than three absences that are not “excused,” whether from a General Meeting or a Board meeting, a majority of the remaining Board members may vote to compel the resignation of the Board member with the poor attendance record. Section 3 Election a. The nominating committee (see Article VI, Section 2b) should function at least 3 months prior to the general membership meeting. 4 b. Names of the nominees should be published at least 2 weeks prior to the general membership meeting. Section 4 Term of Office a. The Term of office for Directors shall be from April 1st of the year of their election for a two year period ending March 31. The initial Directors who are also officers shall serve two (2) years. The remaining initial Directors shall serve for one (1) year. Thereafter, all Directors shall serve for two (2) years. Section 5 Meetings a. The President shall call at least four Board meetings a year. b. The Board shall convene on call of the President, a Vice President or any five Directors. c. A majority of Directors shall constitute a quorum of the Board.

11/1/11, 7:00 AM

Article VII – Committees

Section 1 : ,The President shall appoint committees subject to the approval of the Board. Article VIII – Meetings of Members Section 1 There shall be at least two General Membership meetings each year and as many more as the need arises. Section 2: Other meetings may be called by the President, a majority of the Board, or by the written request of at least 10% of the membership. Section 3: All members shall be given prior notification of all meetings. Section 4: A quorum at any General Association Meeting shall consist of those paid members present.

5/7/19, 7:00 AM

Article VIII - Meetings of Members

Section 1 There shall be at least two General Membership meetings each year and as many more as the need arises. Section 2: Other meetings may be called by the President, a majority of the Board, or by the written request of at least 10% of the membership. Section 3: All members shall be given prior notification of all meetings. Section 4: A quorum at any General Association Meeting shall consist of those paid members present.

11/1/11, 7:00 AM

Article IX – Amendments

Section 1 The foregoing bylaws may be added to, amended, or repealed at any Association meeting by a two-thirds vote, with at least 10% of members present, provided that written notice of such proposed amendment shall have been delivered either personally or by mail or other means of written communication to the member at a postal or electronic address given to the Association by the member for the purpose of receiving mail, at least 15 days prior to the date of the meeting at which the amendment is to voted upon.

11/1/11, 7:00 AM

Article X – Rules of Order

Section 1 The rules contained the Robert’s RULES OF ORDER shall govern the Association in all cases in which they are applicable.

11/1/11, 7:00 AM

Article XI – Dissolution

Section 1 In the event the Association is dissolved; any funds or property on hand at the time of such dissolution shall be donated to any non-profit organization selected by remaining members.