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By-Laws and Articles of Association 

Central Garden Grove Neighborhood Association

As revised  July 14, 2007

1.0 Intentionally Left Blank
 
2. Membership

2.1. Association membership is open to any adult resident or business owner of Central Garden Grove.

2.2. All dues paying members may vote at General Membership Meetings that they attend. 

2.3. Membership shall constitute acceptance and agreed compliance to the Association By-laws. 
 
3. Association Activities
 
3.1. Activities may be proposed and initiated by Board Members or Officers, but continuation is established by member consensus. 

3.2. Activities sponsored by the Association must have approval of the Board. These may include, but are not limited to: 
3.2.1. Community outreach and educational forums. 
3.2.1.1. Assist other neighborhood organizations. 
3.2.2. Establishing better dialogue with local government representatives. 
3.2.2.1. Police, Traffic, Planning, Code Enforcement 
3.2.3. Confer with developers on proposed plans.

3.3. There shall be no activities or communication represented as originating from the Association, without prior approvals of the Board and Officers.

3.4. There shall be a General Meeting at least yearly.

3.4.1. The General Membership and/or the Board may request more frequent meetings. 
 
4. Finances
 
4.1. The association is self-supporting. Contributions will only be accepted from its members. Outside contributions will not be accepted.

4.2. Any fund distribution must have approval of the Board. 

4.3. Dues are set at $10.00 per person, and are payable on June 1 July 1st of each year.  Dues will be prorated in half yearly increments, for new members. 

4.4. If any agreed upon activities require additional financial support, the General Membership or Board may request voluntary contributions, to be used specifically for that activity. 
 
5. Board of Directors

5.1. The Board of Directors serves as a steering committee for the general membership. They are unpaid volunteers who commit themselves to an unspecified amount of time and work, and appropriate public conduct.

5.2. Board of Directors will be nominated and elected by a majority vote from the 
General Membership, normally, at General Membership Meetings.
 
5.2.1. Interim Board Members: Interim Board Members may be nominated and 
selected by a vote of the Board to fill vacancies. 
5.2.2. Interim Board Members must be confirmed by majority vote at the next 
scheduled General Membership Meeting.
 
5.3. Non-participation by any Board Member or Officer, without prior approval of the 
Board, shall constitute voluntary resignation by that Board Member. 
5.3.1. Non Participation may be categorized by the following: 
  • 5.3.1.1. Missing two (2) consecutive Board Meetings called by the Chair –will necessitate contact from the Chair (phone, e-mail, and memo).
  • 5.3.1.2. Upon missing a third (3rd) consecutive Board Meeting, the Board Member, by a vote of the remaining Board Members, may at their discretion vote to replace the Board Member.
  • 5.3.1.3. If a Board Member misses 6 Board Meetings within a 12-month period, the Board Member, by a vote of the remaining Board Members, may at their discretion declare the office abandoned and vote to replace the Board Member.

5.4. The Board will act as the governing authority of the association. 
5.4.1. They shall meet at least every 2 months. 
5.4.2. Board Meeting minutes shall be approved and available for review within 
two weeks of the meeting.

5.5. Members may submit Board Meeting agenda items. 
5.5.1. The Board may invite members and non-members to address specific
issues at the Board Meetings. 
5.5.2. General Membership is invited to attend all Board Meetings, however interaction may be limited by the agenda to be covered at that meeting.
 
5.6. The Board’s responsibilities include, but are not limited to: 
5.6.1. Schedule General Membership Meetings.
5.6.2. Set General Meeting Agendas. 
5.6.3. Activity Organization.
5.6.4. Establish Committees and Committee Chairs. 
5.6.5. Disburse funds from the Association account

5.7. There shall be five (5) active-voting Board members and two (2) non- voting
alternates. Three members shall constitute a quorum; three votes shall constitute a majority 
5.7.1. The alternates shall attend the board meetings and assume a voting role
if a vacancy should occur.

5.8. Board Member terms shall be limited to two (2) consecutive terms of two (2)
years each. At which time the member shall resign for no less than one (1) term
before they can resume a Board position.
5.8.1. In the event there are no applications for an open position, the Board may 
elect by a vote to extend a Board Member’s term for one (1) year. 
Membership.

5.9 Additional responsibilities are to be determined by majority vote the General Membership

 
6. Officers 
6.1. All officers and committee members are unpaid volunteer positions.
 
6.2. The Officers shall be members of the Board. The Board shall select and confirm by vote all of the officers of the Association.
 
6.3. Terms and specific responsibilities of the Board will be established by consensus of the Board and confirmed by the General Membership.

6.4. General Responsibilities – Chair. 
6.4.1. Act as facilitator and presiding officer for General Membership and Board Meetings.
6.4.2. Will act as Public Relations Officer for the Association, in reference to the Public and media and Civic Functions.
6.4.3. Will Chair the E-Updates to members, with the ability to delegate this function.

6.5. General Responsibilities – Vice Chair
6.5.1. In the absence of the Chair, act as the facilitator and presiding officer for General Membership and Board Meetings.
6.5.2. In the absence the Chair, will take over Public Relations in reference to the Public and media and Civic Functions.

6.6. General Responsibilities – Secretary. 
6.6.1. Record, document, and Disperse Board Meeting and General meeting minutes. 
6.6.2. Maintain the membership roster .
6.6.3. Notify members of meetings. 
6.6.4. Chair the Newsletter and US Postal Mail Notices 

6.7. General Responsibilities – Treasurer  
6.7.2. Assure that no funds are distributed without two-third (2/3rd) approval of the Board. 
6.7.3. Keep and maintain correct accounts of the Association’s funds, properties, and business transactions. 
6.7.4. Prepare a regular audit and financial statement for review by the Board and General Membership. 
 
7. Committees:
7.1. Various committees may be established with majority approval of the Association Board. 
7.2. Committee Chairs are selected and approved by Board majority vote.
7.3. Committee Chairs shall report back to the Board on a regular basis.
7.4. Committees may include, but are not limited to: 
7.4.1. Newsletter/ US Mail Notices 
7.4.2. Public Information
7.4.3. Membership
7.4.4. Legal Council
7.4.5. Project Research
7.4.6. City Council and Planning Commission Meeting Observers.
7.4.7. Outreach to other Community Groups (Peer Review)
7.4.8. E-Update 
7.4.9. Webpage Coordinator

 8. Dedication Clause:
8.1. The property of the Central Garden Grove Neighborhood Association is irrevocably dedicated to 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. 
 
9. Dissolution Clause: 
9.1. Upon the dissolution or winding up of the organization, all assets remaining after  payment, or provision for payment, of all debts and liabilities of this organization  shall be distributed to a nonprofit fund, foundation or corporation which is  organized and operated exclusively for social welfare purposes and which has  established its tax exempt status under Section 501(c)(4) of the Internal  Revenue Code. 

10. Amendments
10.1. These by-Laws may be amended at any time by two-thirds (2/3rd) vote of the entire Board and the General Membership present. 
 
 
11. Officer's Signatures
 
 
Chair – Robin Marcario,   July 14, 2007
 
 
Vice-Chair – Harry Pearce   July 14, 2007

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