ARTICLE I ó NAME
A. The name of this corporation is:
Rural Bonny Doon Association ("Association")
A. The principal objective of the
Association is to keep Bonny Doon rural and natural, and to
preserve and protect its natural character. In furtherance of
this objective, the Association:
1) Considers and takes positions
on development proposals and other issues affecting Bonny
2) Advocates positions of the
Association on issues affecting Bonny Doon to the public,
responsible governmental agencies and officers, and private
parties directly involved in the issues;
3) Advises the community through
speakers, a newsletter, and other means of events and
proposals affecting the Bonny Doon community.
4) In addition, this corporation is
formed for the purposes of performing all things incidental to, or
appropriate in, the achievement of the foregoing specific and primary
purposes. However, the corporation shall not, except to an insubstantial
degree, engage in any activities or exercise any powers that are not in
furtherance of its primary purposes.
5) This corporation shall hold and may exercise all such
powers as may be conferred upon a nonprofit corporation by the laws of
the State of California and as may be necessary or expedient for the
administration of the affairs and attainment of the purposes of the
corporation. In no event shall the corporation engage in activities that
are not permitted to be carried on by a corporation exempt under
Section 501(c)(4) of the Internal Revenue Code.
B. The geographical area covered by
this organization is the Bonny Doon Planning Area of Santa
Cruz County as of December 19, 1994.
1) The initial principal office of the corporation shall be
located in the County of Santa Cruz, State of California. The Executive
Board may from time to time change the location of the principal office
from one location to another within said county.
ARTICLE III ó MEMBERS
A. Membership in the Association shall be
open to persons who reside in Bonny Doon and to persons owning
real property in said area. All members shall have attained
eighteen (18) years of age.
B. Bonny Doon property owned by
corporations, syndicates, joint ventures, and estates is
considered as being owned by one member, and that member is
entitled to one vote.
C. Persons eligible under Section A or B
of this article may apply for membership by submitting an
official application along with payment of current dues.
Membership shall become effective thirty (30) days after the
Association receives a complete application and dues, unless
the applicant is notified that additional information is
required. Members remain in good standing and retain rights of
membership during the period for which dues are paid. A person
whose membership has lapsed has a grace period of thirty (30)
days in which to reinstate the membership, by payment of dues,
without reapplying for membership.
D. The membership has the right to:
1) Nominate candidates for the
ARTICLE IV ó OFFICERS
2) Elect members of the Executive
3) Approve changes in the annual
4) Propose agenda items;
5) Serve on the Executive Board and
6) Order the call of special
7) Amend the Associationís
8) Authorize, appoint, and instruct
committees as described in Article VII;
9) Communicate with all members of the
Association by the means provided by Article IV.E; and
10) Convey the position of the
membership on specific issues to the Executive Board via
A. At its first meeting following the
annual election, the Executive Board shall assign one of the
following offices to each of its members for the period of one
year: Chair, Vice-Chair, Recording Secretary, Corresponding
Secretary, Treasurer, Membership Coordinator, and Highlander
newsletter Editor. These officers shall perform the duties
prescribed by these bylaws and by the parliamentary authority
adopted by the Association.
B. An Executive Board member may serve a
maximum of four consecutive years in a particular office.
Service in any office prior to the 2002 election shall not be
considered in determining future eligibility.
C. The Treasurer shall receive all
Association funds, keep them in a bank approved by the
Executive Board, and pay them out on the order of the
Executive Board. Checks shall require two signatures: the
Treasurer and one other officer. The Treasurer shall pass his
or her records on to his or her successor.
D. The Highlander newsletter Editor shall
be responsible for the content, production, and distribution
of the Highlander newsletter, and shall include notices that
are required to be published. The Highlander newsletter Editor
shall pass his or her records and copies of previous issues of
the Highlander newsletter on to his or her successor.
E. The Membership Coordinator shall
review applications for membership, maintain the membership
roster, and exclusively control access to member contact
information, with the following exceptions;
1) Upon request by
the officer designated by the Executive Board to serve on the
Nominating Committee, the Membership Coordinator shall provide a current
copy of the membership roster to that officer, who shall use it for
purposes of determining the eligibility of a member who has been
nominated to serve on the Executive Board or for purposes of recruiting
members to nominate as candidates for the Executive Board;
2. Upon request by
the officer designated by the Executive Board as the administrator of
the Association's Facebook group, the Membership Coordinator shall
provide a current copy of the membership roster to that officer, who
shall use it for purposes of determining whether a person applying for
inclusion in that group is an Association member. Upon request by a
member of the Association, the Membership Coordinator shall forward any
important communication relating to an objective or operation of the
Association to the membership by email, direct mail, or notice in the
Highlander newsletter. The Membership Coordinator shall pass his or her
records on to his or her successor.
F. Minutes of all meetings and other
official records of the Association shall be preserved by the
Chair of the Executive Board and passed on to his or her
G. The officers of the Executive Board
shall be the officers of the Association.
ARTICLE V ó MEETINGS
There are three types of membership
meetings, each with different purposes: General, Annual, and
optional Special Meetings.
A. General Meetings
1. General Meetings shall be
scheduled by the Executive Board to occur at regular
intervals, and shall be scheduled to take place not less
frequently than four times per year. One of these may be
replaced with the January Annual Meeting. The last General
Meeting of each year shall be held in November. Once
announced, the date and time of the November General meeting
may only be rescheduled by the unanimous approval of the
B. Annual Meeting
2. The purpose of General Meetings is
to facilitate communication among Association members, the
Executive Board, and the community; to review items of
concern and activities related to the Objective of the
Association; and to provide a forum for the discussion of
other issues. Association business shall not be transacted
at General Meetings, except giving notice of the intention
to introduce new business at a Special Meeting or the Annual
Meeting, or offering nominations for the Executive Board.
Informational polls may be taken on issues discussed, to
provide the Executive Board with the position of those
3. The Executive Board shall set the
agenda for General Meetings. Additional agenda items may be
proposed to the Executive Board by the members. These
proposals must be provided in time for inclusion in the
Agenda for the next meeting as specified in Article
4. General Meeting agendas shall be
published in the Highlander newsletter prior to the Meeting
and posted to the Associationís website, and shall
i) Call to order;
ii) Review and revision of minutes of
the previous General Meeting;
iii) Officersí reports;
iv) Summary of the previous Executive
Board Meeting minutes, including actions taken or planned
by the Executive Board, in- or out-of-session;
v) Reports of committees and of RBDA
representatives to other organizations;
vi) New business;
vii) Speaker (if scheduled).
5. Draft minutes of the previous General
Meeting shall be posted to the Associationís website, and a
summary shall be published in the Highlander newsletter and
posted to the Associationís website.
1. The Annual Meeting shall be
held in January of each year for the purpose of electing
members to the Executive Board, and considering proposals for
action on those classes of business specified in Article
III.D. This meeting can only be postponed by unanimous vote of
the Executive Board.
C. Special Meetings
2. Prior notice is required for all
business brought before the membership at the Annual
Meeting. All proposals for action to be considered must have
been submitted in writing to the Recording Secretary, and
read to the members, at the November General Meeting. The
full text of the proposals for action to be considered shall
be published in the January issue of the Highlander
1. Special Meetings may be
called only to consider proposals for action on those classes
of business specified in Article III.D.
2. The Chair shall call a Special
Meeting, for the consideration of specific proposals for
action, when a written petition signed by ten percent (10%)
of the membership is presented in writing to the
3. The Chair shall cause his or her
call of a Special Meeting, and the full text of the proposal
for action to be provided to the entire membership by direct
mail, the Associationís website, and email notification
within ten (10) days of presentation of the petition.
Special meetings shall be scheduled for a date not less than
twenty-one (21) and not more than thirty (30) days after
distribution of this notification. Once announced, the date
and time of the November General meeting may only be
rescheduled by the unanimous approval of the Executive
1. Ten percent (10%) of the
members of the Association shall constitute a quorum at the
Annual Meeting, and thirty percent (30%) at Special
2. A quorum is not required to conduct
the limited business that may be transacted at General
3. No quorum requirement shall apply to
election of Executive Board officers or approval of dues at
the Annual Meeting due to the provision for absentee voting
4. A quorum is not required for
conducting an informational poll at a Special Meeting.
ARTICLE VI ó EXECUTIVE BOARD
A. Powers and Duties
1) The Association shall be
administered by an Executive Board consisting of seven (7)
Association members, each of whom shall be a year-round
resident of Bonny Doon.
2) The Executive Board shall meet
regularly to conduct the business of the Association, and
shall hold at least one meeting prior to each regularly
scheduled General Meeting. A majority of the Executive Board
members shall constitute a quorum for Executive Board
meetings. Except in case of a bona fide emergency, Executive
Board meeting agendas shall be available to members by
publication on the Associationís website at least ten (10)
days before Executive Board meetings. An initial portion of
each Executive Board Meeting shall be open for comments from
3) The Executive Board shall set an
agenda for General Meetings; the Chair or the Chairís
designee shall chair the Meeting.
4) Minutes shall be taken of each
meeting of the Executive Board, and votes of each member
shall be recorded. Such minutes shall be available for
examination by any member of the Association. A summary of
actions taken and votes of each Executive Board member shall
be read at the next general meeting and published in the
Highlander newsletter; the full minutes as well as the
summary shall be posted on the Associationís website in a
5) The Executive Board shall have
authority over the affairs of the Association, other than
those classes of business specified in Article III.D.
6) The Executive Board may develop
rules for conducting its own business, provided that they do
not infringe upon these bylaws. No such rules shall bind
future Executive Boards.
7) The Executive Board shall be
responsible for making meaningful opportunities for the
active involvement of as many members as possible.
8) Any changes in annual dues shall be
proposed by the retiring Executive Board and submitted to
the membership for approval at the Annual Meeting.
9) The authority to expend funds of the
Association and to hold title to and manage all of its
assets rests with the Executive Board.
1) The Executive Board shall
appoint a committee of 3 or more persons to nominate
candidates for the Executive Board; the committee shall
present its nominations at the November General Meeting. No
more than one member of the Executive Board may serve on the
nominating Committee; the Chair may not serve on the
2) Additional nominations shall be
accepted from the floor at the November meeting, after which
nominations shall be closed.
3) Nominees to the Executive Board must
have been a member in good standing as of the first of
4) At each annual meeting, vacancies in
the Executive Board shall be filled by electing members to
two-year (2-year) terms or until their successors are
elected, and their term of office shall begin at the close
of the Annual Meeting at which they are elected. Terms are
staggered: four (4) positions are elected in odd-numbered
years, three (3) in even- numbered years.
5) Executive Board members and changes
in annual dues may be voted on by absentee ballot. Members
may obtain an absentee ballot by sending the Membership
Coordinator a signed request that states the memberís name
and address, accompanied by a self-addressed stamped legal
envelope with two units of postage. The request is due by
Dec. 15 preceding the Annual Meeting, and the ballot must be
received by the Membership Coordinator prior to or during
the Annual Meeting. Absentee ballots shall be secret
6) Statements from all candidates, not
to exceed 500 words, if submitted in a timely fashion, shall
be published on the Associationís website and in the
Highlander newsletter edition prior to the election.
Statements shall also be included with any absentee ballots
provided to members.
7) Because Executive Board terms are
only two years in length, these bylaws prohibit recall or
removal of Executive Board members.
8) If any vacancy shall occur in the
Executive Board between elections, the remaining members of
the Executive Board shall select a new Executive Board
member to fill such vacancy until the next Annual Meeting.
At the next Annual Meeting, a member shall be elected by the
membership to fill the remainder of the term, according to
the standard election procedure.
ARTICLE VIIó COMMITTEES
A. Committees are authorized to
investigate, consider alternatives, and offer recommendations
on a specific issue. The power to accept or act upon such
recommendations rests with the Executive Board, or with the
membership as specified in Article III.D.
B. Either the Executive Board, or
alternatively, the majority of the members present at an
Annual or Special Meeting, can form, appoint the members of,
and instruct Committees. A maximum of one Executive Board
member may serve on a given Committee.
C. When the members initiate a Committee
at an Annual or Special meeting, notice of the intent to do so
must follow the usual rules for agenda items at these
meetings, including prior notice. When the Executive Board
initiates a Committee, then it must follow the usual rules for
reporting actions of the Executive Board.
D. All committee reports shall be
delivered to the membership at a General Meeting, and the
report shall be published in the Highlander newsletter and
posted on the Associationís website.
ARTICLE VIII ó PARLIAMENTARY AUTHORITY
A. These bylaws shall be the governing
rules of the Association. There shall be no separate standing
rules or special rules of order.
B. The rules contained in the current
edition of Robertís Rules of Order Newly Revised shall govern
the Association in all cases to which they are applicable and
in which they are not inconsistent with these bylaws.
ARTICLE IX ó AMENDMENT OF BYLAWS
A. These Bylaws may be amended at the
Annual Meeting or at a Special meeting, by a two-thirds (2/3)
vote of the members present at the time the vote is taken,
provided that a quorum is present and the requirements for
prior notice have been satisfied.