Bylaws

BYLAWS of NORTH PARK
COMMUNITY ASSOCIATION

A Nonprofit Public Benefit Corporation

ARTICLE I

Members

Section 1. Classes of Members. This corporation shall have one (1) class of voting members who are thus “members” within the meaning of the California Nonprofit Corporation Law (the “Law”) (presently Section 5056). The board of directors may make provision for various classes of nonvoting members.

Section 2. Selection. The voting members of this corporation shall be selected by the board of directors of this corporation.

Section 3. Consideration. Any class of membership, with or without voting rights, can be issued for no consideration or for such consideration as is determined by the board of directors.

Section 4. Multiple and Fractional Memberships. No person may hold more than one membership, and no fractional memberships may be held; provided, however, that, if authorized by the board, two or more persons may have an indivisible interest in a single membership.

Section 5. Transfer of Memberships. Memberships, with or without voting rights, in this corporation or any rights arising therefrom, are not transferable or assignable.

Section 6. Termination and Suspension of Membership. A voting as well as a nonvoting member may resign such member’s membership at any time by notifying the secretary. Resignation, however, shall not relieve the resigning member from any obligation for charges incurred, services or benefits actually rendered, dues, assessments or fees, or arising from contract or otherwise, and shall not diminish any right of this corporation to enforce any such obligation or obtain damages for its breach.

A membership issued for a period of time shall expire when such period of time has elapsed unless the membership is renewed.
All rights of membership, with or without voting rights, cease upon the member’s death or dissolution.

The board of directors, acting in good faith and by affirmative vote of fifty-one percent (51%) of all of the members of the board, may suspend, expel or terminate a voting member. The board shall give the voting member fifteen (15) days’ prior notice of the expulsion, suspension or termination and the reasons therefor. Notice may be given by any method reasonably calculated to provide actual notice. Any notice given by mail must be given by first-class or registered mail sent to the last address of the voting member shown on this corporation’s records. The voting member shall have an opportunity in the manner specified in the notice to be heard, orally or in writing, by a person or body authorized by the board to hear the voting member, not less than five (5) days before the expulsion, suspension or termination is effective. By resolution, the board may establish a procedure to suspend, expel or terminate a nonvoting member.

ARTICLE II

Meetings of Members

Section 1. Regular Meetings. Regular meetings of voting members shall be held on the fourth Wednesday of April in each year at 6:00 P.M. Pacific Coast time for the purpose of electing directors and transacting such other business as may properly come before the meeting. If the day fixed for the regular meeting shall be a legal holiday in the State of California, such meeting shall be held on the next succeeding business day.

Section 2. Special Meetings. Special meetings of voting members may be called by the board, the chairman of the board or the president. In addition, special meetings of voting members for any lawful purpose may be called by five percent (5%) or more of the voting members. No business may be transacted at a special meeting unless the general nature of such business was stated in the notice to the special meeting.

Upon request in writing to the chairman of the board or the president by any person authorized by these bylaws to call a special meeting (other than the board), the officer forthwith shall cause notice to be given to the voting members, in accord with Section 5 of this article, that a meeting will be held at the time fixed by the board, which time shall not be less than thirty-five (35) nor more than ninety (90) days after the receipt of the request. This notice shall be given within twenty (20) days after receipt of the request.

Section 3. Place of Meeting. The board of directors may designate any place, either within or without the State of California, as the place of meeting for any regular meeting or for any special meeting called by the board of directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the principal office of this corporation.

Section 4. Record Date. The board may fix, in advance, a date as the record date for the purpose of determining the voting members entitled to notice of any meeting of voting members. Such record date shall not be more than ninety (90) nor less than ten (10) days before the date of the meeting. If no record date is fixed, voting members at the close of business on the business day preceding the day on which notice is given or, if notice is waived, at the close of business on the business day preceding the day on which the meeting is held are entitled to notice of a meeting of voting members. A determination of voting members entitled to notice of a meeting of voting members shall apply to any adjournment of the meeting unless the board fixes a new record date for the adjourned meeting.

The board may fix, in advance, a date as the record date for the purpose of determining the members entitled to vote at a meeting of members. Such record date shall not be more than sixty (60) days before the date of the meeting. Such record date shall also apply in the case of an adjournment of the meeting unless the board fixes a new record date for the adjourned meeting. If no record date is fixed, members on the day of the meeting who are otherwise eligible to vote are entitled to vote at the meeting of members or, in the case of an adjourned meeting, members on the day of the adjourned meeting who are otherwise eligible to vote are entitled to vote at the adjourned meeting of members.

The board may fix, in advance, a date as the record date for the purpose of determining the members entitled to cast written ballots. Such record date shall not be more than sixty (60) days before the day on which the first written ballot is mailed or solicited. If no record date is fixed, members on the day the first written ballot is mailed or solicited who are otherwise eligible to vote are entitled to cast written ballots.

The board may fix, in advance, a date as the record date for the purpose of determining the voting members entitled to exercise any rights in respect of any other lawful action. Such record date shall not be more than sixty (60) days prior to such other action. If no record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later, are entitled to exercise such rights.

Section 5. Notice of Meeting. Whenever voting members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less than ten (10) nor more than ninety (90) days before the date of the meeting to each voting member who, on the record date for notice of the meeting, is entitled to vote thereat; provided, however, that if notice is given by mail, and the notice is not mailed by first-class, registered, or certified mail, that notice shall be given not less than twenty (20) days before the meeting. Such notice shall state the place, date and time of the meeting and, in the case of a special meeting, the general nature of the business to be transacted, or in the case of the regular meeting, those matters which the board, at the time of the mailing of the notice, intends to present for action by the voting members. The notice of any meeting at which directors are to be elected shall include the names of all those who are nominees at the time the notice is sent to voting members.

If approval of the voting members is sought concerning the following matters, the general nature of the proposal must be stated in the notice of meeting or in any written waiver of notice:

(a) The removal of a director or directors without cause;

(b) The filling of a vacancy on the board of directors;

(c) An amendment to the articles of incorporation; or

(d) Voluntary dissolution.

Notice of a meeting of voting members shall be given either personally or by mail or other means of written communication, addressed to the member at the address of such member appearing on the books of this corporation or given by the member to this corporation for purpose of notice; or if no such address appears or is given, at the place where the principal office of this corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal office is located.

If any notice addressed to a voting member at the address of such member appearing on the books of this corporation is returned to this corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the member at such address, all future notices shall be deemed to have been duly given without further mailing if the same shall be available for the member upon written demand of the member at the principal office of this corporation for a period of one (1) year from the date of the giving of the notice to all other members.

When a meeting of voting members is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. No meeting may be adjourned for more than 45 days. If after the adjournment a new record date is fixed for notice or voting, however, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting.

The transactions of any meeting of voting members, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of and presence at such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by law to be included in the notice but not so included, if such objection is expressly made at the meeting.

Section 6. Quorum and Adjournment. A majority of the board of directors, represented in person or by proxy, shall constitute a quorum at a meeting of members; provided, however, that if a regular meeting is attended, in person as well as by proxy, by less than one third of the voting power of this corporation, the voting members can only vote at such regular meeting on matters noticed. In the absence of a quorum, any meeting of members may be adjourned from time to time by the vote of a majority of the votes represented either in person or by proxy, but no other business may be transacted, except as provided by law.

Section 7. Manner of Acting. If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote, and voting on any matter shall be the act of the members, unless the vote of a different number is authorized by law. The voting members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least the percent of the voting power required to act for the voting members.

Section 8. Voting by Proxies. Any member may authorize another person or persons to act by a written proxy with respect to such membership executed by such person or such person’s duly authorized agent and filed with the secretary of this corporation. A proxy shall be deemed executed if the member’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the member or the member’s attorney-in-fact.

No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy, except that the maximum term of any proxy shall be three (3) years from the date of execution. Every proxy continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto. Such revocation may be effected by a writing delivered to this corporation stating that the proxy is revoked or by a subsequent proxy executed by the person executing the prior proxy and presented to the meeting, or as to any meeting by attendance at such meeting and voting in person by the person executing the proxy.

A proxy is not revoked by the death or incapacity of the maker or the termination of a membership as a result thereof unless, before the vote is counted, written notice of such death or incapacity is received by this corporation. The proxy of a member may not be irrevocable.

If this corporation shall have one hundred (100) or more voting members, any form of proxy distributed to ten (10) or more voting members shall afford an opportunity on the proxy to specify a choice between approval and disapproval of each matter or group of related matters intended, at the time the proxy is distributed, to be acted upon at the meeting for which the proxy is solicited, and shall provide, subject to reasonable specified conditions, that where the person solicited specifies a choice with respect to any such matter the vote shall be cast in accordance therewith.

In any election of directors, any form of proxy in which the directors to be voted upon are named therein as candidates and which is marked by a member “withhold” or otherwise marked in a manner indicating that the authority to vote for the election of directors is withheld shall not be voted either for or against the election of a director.

A proxy covering the election of a person or persons to the board of directors must list all those nominated at the time the notice of the vote is given to voting members. A proxy must state the general nature of any of the following matters:

(a) The removal of a director or directors without cause;

(b) An amendment to the bylaws repealing, restricting, creating or expanding proxy rights;

(c) An amendment to the articles of incorporation;

(d) The sale, lease, conveyance, exchange, transfer, or other disposition of all or substantially all of this corporation’s assets not in the usual course of business;

(e) The principal terms of a merger agreement;

(f) A resolution to dissolve the corporation voluntarily; or

(g) The filling of a vacancy on the board of directors.

Section 9. Voting by Written Ballot. Any action which may be taken at any regular or special meeting of voting members may be taken without a meeting if this corporation distributes a written ballot to every voting member entitled to vote on the matter. Such ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to this corporation.

Approval by written ballot shall be valid only when the number of votes cast by ballot within the time period specified, or any extension thereof, equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

Written ballots shall be solicited either personally or by mail or other means of written communication, addressed to the voting member at the address of such member appearing on the books of this corporation or given by the member to the corporation for purpose of notice; or if no such address appears or is given, at the place where the principal office of this corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal office is located.

If any written ballot addressed to a voting member at the address of such member appearing on the books of this corporation is returned to this corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the voting member at such address, all future notices shall be deemed to have been duly given without further mailing if the same shall be available for the voting member upon written demand of the voting member at the principal office of this corporation for a period of one (1) year from the date of the giving of the notice to all other members.

If this corporation shall have one hundred (100) or more voting members, any form of written ballot distributed to ten (10) or more voting members shall afford an opportunity on the form of written ballot to specify a choice between approval and disapproval of each matter or group of related matters intended, at the time the written ballot is distributed, to be acted upon by such written ballot, and shall provide, subject to reasonable specified conditions, that where the person solicited specifies a choice with respect to any such matter the vote shall be cast in accordance therewith.

In any election of directors, any form of written ballot in which the directors to be voted upon are named therein as candidates and which is marked by a voting member “withhold” or otherwise marked in a manner indicating that the authority to vote for the election of directors is withheld shall not be voted either for or against the election of a director.

All such solicitations of written ballots shall indicate the number of responses needed to meet the quorum requirement and, with respect to ballots other than for the election of directors, shall state the percentage of approvals necessary to pass the measure submitted. The solicitation must specify the time by which the ballot must be received in order to be counted.
A written ballot may not be revoked.

Section 10. Voting by Written Consent. Any action required or permitted to be taken by the members may be taken without a meeting, if all members shall individually or collectively consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same force and effect as the unanimous vote of the members.

Section 11. Voting Memberships in Two (2) or More Names. If a voting membership stands of record in the name of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, or otherwise, or if two (2) or more persons (including proxy holders) have the same fiduciary relationship respecting the same voting membership, unless the secretary of this corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: If only one votes, such act binds all; if more than one vote, the act of the majority so voting binds all.

Section 12. Inspectors of Election. In advance of any meeting of voting members, the board may appoint inspectors of election to act at the meeting and any adjournment thereof. If inspectors of election are not so appointed, or if any person so appointed fails to appear or refuses to act, the chairman of any meeting of voting members may, and on the request of any voting member or a voting member’s proxy shall, appoint inspectors of election (or persons to replace those who so fail or refuse) at the meeting. The number of inspectors shall be either one (1) or three (3). If appointed at a meeting on the request of one (1) or more voting members or proxies, the majority of voting members represented either in person or by proxy shall determine whether one (1) or three (3) inspectors are to be appointed. In the case of any action by written ballot, the board of directors may similarly appoint inspectors of election to act with powers and duties as set forth in this section.

The inspectors of election shall determine the number of voting memberships outstanding and the voting power of each, the number represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies, receive votes, ballots or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes or consents, determine when the polls shall close, determine the result and do such acts as may be proper to conduct the election or vote with fairness to all voting members.

The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three (3) inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all.

Section 13. Meetings of Nonvoting Members. The directors may or may not provide for meetings of nonvoting members from time to time, noticed and held in any manner determined by the directors.

ARTICLE III

Board of Directors

Section 1. General Powers. Subject to the provisions of the Law and any limitation in the articles and bylaws of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board. The board may delegate the management of the activities of this corporation to any person or persons, management company, or committee however composed, provided that the activities and affairs of this corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board.

Section 2. Number of Directors. The board of directors shall consist of not fewer than eight (8) nor more than twelve (12) members.

Section 3. Qualification. Not more than forty-nine percent (49%) of the persons serving on the board of this corporation may be “interested persons,” as defined by the Law (presently Section 5227).

Section 4. Selection. The directors shall be elected at a regular meeting of the voting members or by written ballot, or in any other manner authorized by law. In any election of directors by voting members the candidates receiving the highest number of votes are elected. Elections for directors need not be by ballot unless a voting member demands election by ballot at the meeting and before the voting begins.

Each member eligible to vote shall cast the number of votes held for each office of director to be filled without the right to cumulate votes.

By resolution, the board of directors shall authorize a nomination and selection procedure which includes a reasonable means for voting members to nominate persons for election as directors, a reasonable opportunity for a nominee to communicate to the voting members the nominee’s qualifications and the reasons for the nominee’s candidacy, a reasonable opportunity for all nominees to solicit votes, and a reasonable opportunity for all voting members to choose among the nominees.

Section 5. Term. Each director is elected to serve until the second regular meeting of members of this corporation after such director’s election. Each director, including a director elected to fill a vacancy, shall hold office until such director’s successor is elected, except as otherwise provided by law.

Section 6. Regular Meetings. The board of directors may fix by resolution the time and place, either within or without the State of California, for the holding of regular meetings of the board without other notice than such resolution. Notice of any change in the time or place of regular meetings shall be given to all of the directors in the same manner as notice for special meetings of the board of directors.

Section 7. Special Meetings. Special meetings of the board of directors for any purpose or purposes may be called by the chairman of the board or the president or, if both the chairman of the board and the president are absent or refuse to act, by any vice president (if the board of directors shall have created such office or offices), or by any two (2) directors.

Section 8. Notice. Special meetings of the board of directors shall be held upon four (4) days’ notice by first-class mail or forty-eight (48) hours’ notice delivered personally or by telephone or by facsimile, telegram, electronic mail and other “electronic transmission by the corporation” within the meaning of the Law (presently Section 20), charges prepaid, to each director at such director’s address as shown on the records of this corporation or, if it is not shown on the records and is not readily ascertainable, at the place at which the meetings of the directors are regularly held. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by other written means, including facsimile, telegram, or other electronic mail message, such notice shall be deemed to be delivered when the notice is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Any notice given personally or by telephone may be communicated either to the director or to a person at the office of the director whom the person giving the notice has reason to believe will promptly communicate it to the director. Notice of a meeting need not be given to any director who signed a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.

Section 9. Quorum and Adjournment. A majority of the minimum number of directors authorized by these bylaws shall constitute a quorum for the transaction of business at any meeting of the board. A majority of the directors present, whether or not a quorum is present, may adjourn the meeting for twenty-four (24) hours or less without further notice. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

Section 10. Manner of Acting. The act of a majority of the directors present at a meeting duly held at which a quorum is present shall be the act of the board of directors, unless the act of a different number is required by law, the articles of incorporation or these bylaws. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least as many directors as is required to act for the board.

Members of the board of directors may participate in a meeting through the use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting in such a manner constitutes presence in person at such meeting.

Section 11. Action Without a Meeting of the Board. Any action required or permitted to be taken by the board of directors may be taken without a meeting if all members of the board who are not “interested” within the meaning of the Law (presently Section 5233) shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors.

Section 12. Removal and Filling Vacancies. The board may declare vacant the office of a director who has been declared of unsound mind by a final order of a court, or convicted of a felony, or who has been found by a final order or judgment of any court to have breached any duty arising under Article 3 of Chapter 2 of the Nonprofit Public Benefit Corporation Law or any successor article thereto. Any vacancy occurring on the board of directors, except a vacancy created by reason of the removal of a director, as well as any directorship to be filled by reason of an increase in the number of directors shall be filled by approval of the board or, if the number of directors then in office is less than a quorum, by (1) the unanimous consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with Section 5211, or (3) a sole remaining director. The voting members may elect a director at any time to fill any vacancy not filled by the directors. A director elected to fill a vacancy shall hold office during the unexpired term of such director’s predecessor in office and until such director’s successor is elected.

Section 13. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the board of directors a just and reasonable fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board or any committee of the board; but, subject to the restrictions of Section 3 of Article III of these bylaws, nothing contained in this section shall be construed to preclude any director from serving this corporation in any other capacity and receiving just and reasonable compensation therefor.

Section 14. No Interest in Assets. No director shall possess any property right in or to the property of this corporation. In the event this corporation owns or holds any property upon its dissolution and winding up, after paying or adequately providing for its debts and obligations, the directors shall dispose of the remaining property in accordance with the articles of incorporation.

Section 15. Resignation. Any director may resign effective upon giving written notice to the chairman of the board, the president, the secretary or the board of directors of this corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective. However, except upon notice to the Attorney General, no director may resign if this corporation would then be left without a duly elected director in charge of its affairs.