BY-LAWS OF THE NORTHRIDGE NEIGHBORHOOD COUNCIL
Last changed 6-18-03 for and indexed and linked version see http://www.northridgecouncil.org/bylaws/bylaws.htm
Article I ; Name
Article II: Mission
Article III: Boundaries
Article IV: Objectives and Policies
Article V: Council Functions
Article VI: Organization
Article VII: Participation in Political Affairs
Article VIII: Laws
Article IX: Non-Compensation of Officers and Directors
Article X Membership
Article XI: Directors
Article XII: Officers
Article XIII: Committees
Article XIV: Meetings
Article XV: Conduct of Business
Article XVI: Quorums and Voting
Article XVII: Grievance Procedure
Article XVIII: Review and Inspection of Records
Article XIV: Amendments
Article XX: Effective Date
1. The name of this unincorporated association shall be:
1. The Mission of the Northridge Neighborhood Council ("The Council") is to facilitate communication and community advise between the Community Stakeholders and pertinent 3rd parties on issues of concern to the community and to the Community Stakeholders.
1. The physical boundaries of the Council includes most of the geographical area defined by U.S. Postal Service zip codes 91324 through 91330, plus a small portion of 91343, which receives mail addressed to the community of Northridge.
The listing of streets starting at the South West corner is as follows: E on Parthenia S - Corbin E on Roscoe - N on Tampa - E on Parthenia N on Aliso Creek - E on Nordhoff - S on Lindley - E on Roscoe- S on White Oak - E on Saticoy - N on Encino - E on Roscoe - N on Bull Creek - W on Lassen - N on Balboa - W on Devonshire - N on Zelzah - W on Hiawatha - N on Lindley - W on 118 freeway - S on Corbin - W on Nordhoff - S on Winnetka to Parthenia.
2. The Council may adjust these boundaries at any time. These boundary changes will be submitted to DONE under their Plan Article V, Boundary and Bylaw Adjustment, for their approval.
1. The Council's objectives are:
a. To promote good planning, fair taxation, representative government, healthy life-styles and the general welfare of the Community of Northridge (as herein defined under Article III: Boundaries)
2. The Council's policies are:
a. To assist individuals and groups in achieving goals which promote Community betterment.
b. To make recommendations for civic action commensurate and consistent with these By-Laws.
The Council’s functions are to:
1. To inform the Membership and others of upcoming issues, activities, projects and/or changes which may affect or have the potential to affect the Community;
2. To provide a forum for the discussion, deliberation and collaboration of Community issues;
3. To facilitate open debate as to all aspects of any issue before the Council (within the reasonable time parameters determined for any meeting);
4. To act as an advocate for the Community on issues for which there is a consensus;
5. To collaborate with and support individuals and organizations within the Community in accomplishing their local goals which the Council chooses to support and are consistent with these By-Laws.
a. It is not the Council’s function to control or eliminate existing local community groups or ignore their concerns regarding issues that affect only them.
b. If a local group elects its leaders and holds open meetings allowing its members the same rights as the Council allows its Stakeholders, the decisions of such local groups concerning their local issues will be supported by an action of the Council. A local issue is one that affects only the members of that group.
c. Groups that are self-appointed or operate outside the public purview will not have the support of the Council.
1. This Council is organized as a unincorporated association, and there shall be no unique gain or profit to its Directors
2. The property of this Council is irrevocably dedicated to scientific and educational purposes meeting the requirements for exemption provided by Section 214 of the Revenue and Taxation Code, and no part of the net income or assets of this organization shall ever inure to the benefit of any Director, Officer, Stakeholder, or Member thereof, or to the benefit of any private persons.
3. To the greatest extent allowed by law, the Council does hereby hold its Officers and Directors, harmless from and indemnifies them with regard to all their actions on its behalf, including the payment of their reasonable attorneys fees and court costs relating to any claim, action, or proceeding brought against them in their representative capacities with regard thereto.
4 In the event that this Council holds any assets in trust, such assets shall only be disposed of in accordance with the direction by decree of the Los Angeles Superior Court, upon petition therefore submitted by the California Attorney General or by any person concerned in a liquidation in which the Attorney General is a party.
1. The Council shall not act as a political organization or provide active support to any candidate or political organization.
1. The Council, it’s representatives, and all stakeholders will refrain from violating Board Rules and shall abide by all City, County, State, and federal laws that apply.
The Council shall encourage all community stakeholders to participate in its activities, and shall not discriminate against individuals or groups on the basis of race, religion, color, creed, national origin, ancestry, sex, sexual orientation, age, disability, marital status, income, citizenship status, or political affiliation in any of its policies, recommendations, or actions.
1. No Officer or Director, by virtue of such position, shall be entitled to receive any salary or compensation.
Article X: Membership
1. Membership in the Council is open to all Community Stakeholders within the boundaries of the Council. A Community Stakeholder is defined as anyone who lives, works or owns property in the area (Los Angeles City Charter, Sec 906(3)).
2. A Community Stakeholder shall become a Voting Stakeholder of the Council 30 days after the submission to the Secretary of a Voter Registration Application
3.All attending stakeholders will be polled for their advice before the Directors vote on agenda items and their advisory opinion will be recorded in the Minutes
4. The council will conform to the LA City Charter Section 906.6, which states in part "guarantees that all meetings will be open and public, and permit, to the extent feasible, every stakeholder to participate in the conduct of business, deliberation and decision- making".
5. A Voting Membership is automatically forfeited when one is no longer a Community Stakeholder of the Community.
1. The Council is headed by a Board of Directors, which is elected by Voting Stakeholders of the Council.
2. No Stakeholder group shall comprise a majority of the directors.
3. One of the duties of the Directors will be to head Committees that are formed specifically to handle the affairs of the community and of the Council. The number of Committees will fluctuate from time to time, depending on the needs of the community.
4. Directors will vote on all affairs of the Board.
5. The Board shall consist of no less than five (5) members and the immediate past President as ex-officio non-voting Member.
6. The Board as elected will consist of a maximum of 15 Directors.
7. After the election additional Director seats may be added at a later time. The motion to change the number of directors will be placed on the next agenda and approved after a vote from a majority of the Voting Stakeholders to do so. The new directors shall be elected under the election procedure ( see XIV 8 and 9).
8. Each Director shall serve a two (2) year term, commencing on the first day of the month following his or her election by the Members with a maximum of 8 consecutive years.
9. The election of Directors shall be staggered so that one-half (1/2) of the Directors are elected each year.
10. For purposes of the first election of Directors, the terms of office will be decided as follows:
a. All Votes will be counted and a list will be prepared showing the total number of votes cast for each Director, from highest to lowest.
b. Half of those elected will be placed in the "highest" votes category, and half will be placed in the "lowest" votes category. The half in the "highest" category shall serve for a two (2) year term. The remaining half will serve a one (1) year term.
11. Directors shall be elected under the election procedure (see XIV 8 and 9)to fill vacancies created by the departure of an existing Director starting with the next meeting 30 days after the vacancy occurring. The Newly elected director will complete the unexpired term of the replaced Director.
12. Directors elected at later dates to occupy an unfilled seat will be staggered such that the first seat thus filled will be for a 2-year term, the next seat thus filled will be for a 1-year term, and so forth.
13. Each Director shall have one vote on every matter coming for a vote at each meetings he/she attends. However, there shall be no proxy voting.
14. Community Stakeholders may add items to the agenda by submitting them to the Secretary on a timely basis See XIV.2 and providing sufficient copies to distribute at the meeting.
15. Meetings of the Board of Directors shall occur monthly or more often if needed.
16. Any Director who fails to attend three (3) consecutive meetings of the Council may be removed after a hearing placed on an agenda and after a vote by the majority of the Directors.
17. No Director, by virtue of such position, shall be entitled to receive any salary or compensation.
1. At the January Meeting there shall be the election of officers from among the Directors. The officers to be elected shall be: a President; a Vice President; a Secretary; and a Treasurer.
a. The President shall preside over all Meetings.
b. The President shall appoint Committee Chairpersons from the Directors. If no director is willing to serve then a stakeholder may be appointed.
2. The Vice President shall preside over meetings in the absence of the President and serve if the President is unable to serve.
3. The Secretary is the official custodian of all records of the Council, with the exception of its financial records, and shall be responsible to maintain them.
a. The Secretary shall cause to be filed such documents, certificates and writings as are reasonably required and/or necessary for the Council to comply with local, state and federal law.
b. The Secretary shall cause all information required of all Neighborhood Councils by the City of Los Angeles to be submitted.
c. The Secretary shall cause the records of the Council to be maintained in appropriate form.
d. The Secretary shall provide the Agendas for all Meetings.
e. The Secretary shall cause the Minutes of all Meetings to be kept, and shall also cause all Minutes to be prepared, executed and maintained.
f. The Secretary shall cause all Voting records of the Council to be maintained. The Secretary shall oversee and maintain records on Directors attendance at meetings. The Secretary shall prepare all written ballots and, along with the Inspectors of Elections, disseminate and collect all such ballots.
g. The Secretary is responsible for all incoming and outgoing communications on behalf of the Council and shall see to the proper disposition of such communications.
h. The Secretary is responsible for developing and maintaining a system through which the Council can communicate with its Community Stakeholders on a regular basis and in a manner that assures that information is disseminated evenly and in a timely manner to such Community Stakeholders.
i. The Secretary shall cause as many documents and as much information to be posted on the Council website and E-mailed to our list of stakeholders. Without city funding the Internet will be our primary communications method. To the extent that LA City funds are made available to the council, for this purpose, the council will add other methods to communicate this information to the stakeholders.
4. The Treasurer shall serve as the financial agent of the Council.
a. The Treasurer shall have the care and custody of the money of the Council.
b. The Treasurer shall oversee and manage the collection, deposit and maintenance of all Council funds.
c. The Treasurer shall oversee and manage the payment of the lawful obligations of the Council.
d. The Treasurer shall put into place and maintain sufficient "checks and balances" in the Council's accounting and financial systems so as to safeguard its funds.
e. The Treasurer shall ensure that all records are kept in accordance with Generally Accepted Accounting Principles (GAAP).
f. The Treasurer shall be a signator on all Council accounts, along with such other officers as the Board may from time to time so designate.
g. The Treasurer shall render regular financial statements and/or accountings as the Board shall designate.
h. The Treasurer shall prepare all financial information to be submitted by the Secretary as required by the City of Los Angeles.
i. The Treasurer shall make certain that the books and records of the Council are open for inspection by any Community Stakeholder.
j. The Treasurer shall oversee the preparation and filing of tax returns as required and appropriate.
5. If fewer than four officers are serving, the directors will vote for a replacement officer as described in paragraph 1 of this section at the next meeting.
1. Any Stakeholder can petition the Board to add or delete a Committee, but the final decision on the stakeholder petition will be the decision of the Board.
2. The scope and purpose of each committee is limited to that stated by the President at the time of appointment of its Chairperson, unless the President expands such scope and/or purpose.
3. The Chairpersons of all Committees shall be appointed by the President.
4. Either the President or the Committee Chairpersons may appoint the Members to serve on their respective Committees. Any Community Stakeholder may be a Committee Member.
5. Each Committee Chairperson may form one or more Subcommittees to assist in carrying out the mission(s) of the Committee. The Committee Chairperson will select the Subcommittee Leader(s), who in turn will select the Subcommittee Members from the ranks of the Community Stakeholders of the Council.
1. Regular, Special, Committee, and Subcommittee meetings will be held for the entire Community of Northridge at such times and places as the Board may designate.
a. All Council meetings shall be conducted in accordance with the Open Meeting requirements of the State of California (the Ralph M. Brown Act of the California Government Code Sections 54950-54962).
b. Ethics: Demonstrate the highest standards of personal integrity, truthfulness, honesty, and fortitude so as to inspire public confidence and trust.
Serve in such a way as not to realize undue personal gain from performance of our duties.
Support and implement affirmative action and advancement of qualified persons from all elements of society.
Serve in such a way not to realize undue personal gain from performance of our duties.
Support and implement merit employment, affirmative action and advancement of qualified persons from all elements of society.
Eliminate fraud and mismanagement of public funds, and support colleagues who are making responsible efforts.
Serve with respect, concern, courtesy, and responsiveness. Service to the public is beyond service to self.
Encourage professional development of associates.
Support open communication, creativity, dedication and compassion.
Promote the public interest.
Keep up to date on emerging issues; administer public business with professional competence, fairness, impartiality, efficiency and effectiveness.
Respect, support, study, work to improve the constitution and laws.
2. The Secretary shall direct that Notice of all meetings, including date, time, location and purposes therefore, shall be provided to the Department of Neighborhood Empowerment which is charged to provide same to the Los Angeles City Clerk's Office, and also will direct that Notice will be posted 5 days in advance at
a. Various sites to be listed in the Council’s Policies and Procedures Manual,
b. The Council’s web site (www.northridgecouncil.org)
c. And will be e-mailed to all Community Stakeholders who have provided an e-mail address, and other methods that the Secretary finds feasible. This posting meets the requirement of the Ralph M. Brown Act.
3. Regular Meetings will be held monthly, but may be scheduled more often by the Board of Directors. These will include the annual Nominating Meeting and the annual Election Meeting.
4. Committees and Subcommittee meetings will be held as necessary to resolve matters that come before the Committees and Subcommittees.
5. Special meetings may be called by any of the following and for purposes consistent with these By-Laws:
a. The President of the Board of Directors;
b. Three (3) or more Directors; or
c. Written notice by twenty five (25) Community Stakeholders.
6. The Nominating Meeting shall be held as part of the annual October Meeting. The principal activity at this meeting will be the taking of nominations for the Director positions for the coming year. Additional business may be conducted at this meeting as long as it is properly set forth in the agenda.
9. The Election Meeting will be held as part of the November Meeting following the Nominating Meeting. The principal activity at this meeting shall be the election of Directors. Those eligible to vote at this meeting are the Voting Stakeholders active as of the conclusion of the Annual Nominating Meeting. Other business may be conducted at this meeting as long as it is properly set forth in the agenda.
10 The newly elected directors will take their seats at the January meeting.
Article XV: Conduct of Business
1. The rules set forth in the newest revision of "Robert's Rules of Order" shall govern all meetings of this Council in all applicable situations, except those in which they conflict with a provision or provisions of these By-Laws.
Article XVI: Quorums and Voting
1. Quorums for purposes of voting shall be as follows for meetings:
a A quorum for all Meetings except committee meetings shall be thirty-three percent (33%) of the Directors currently in office
b. A quorum for Committee and Subcommittee meetings shall be thirty-three percent (33%) of the Committee members.
i. Committees and their Subcommittees will make recommendations to Board.
2. The annual Nominating Meeting will be conducted as follows:
a. Any Voting Stakeholder may self-nominate himself or herself as a candidate for the position of Director. The nomination must be seconded by another Voting Stakeholder.
b. Any Voting Stakeholder may nominate another Voting Stakeholder as a candidate for the position of Director. The nomination must be seconded by another Voting Stakeholder.
c. Any Voting Stakeholder whose nomination has been seconded by another Voting Stakeholder must agree to serve in the position of Director, if elected. The agreement can be verbal if the nominee is present at the Nomination Meeting, or the nominee may submit a signed Statement of Agreement to Serve. When such verbal or written Agreement is received, the nominee shall be considered a bona fide candidate for Director and his/her name shall be included on the written ballot to be voted upon at the Election Meeting.
d. Prior to the conclusion of this meeting, the President shall appoint three (3) Voting Stakeholders (who are not Directors or candidates for Director positions) to serve as the Inspectors of Elections.
e. At the conclusion of this meeting, the Inspectors of Elections shall transfer each candidate's name to a slip of paper and deposit same into a receptacle. Thereafter, an Inspector shall draw the names from the receptacle one at a time with the other Inspectors recording the names in the order drawn. They shall continue until all names have been so drawn and recorded. This is the order in which the Director candidate's names shall appear on the ballot for the Election Meeting, and such information shall be provided to the Secretary for the preparation of such ballots, with the Inspectors of Elections maintaining a copy of said list.
3. The annual Election Meeting will be conducted as follows:
a. At election Meeting where Directors are to be elected, each candidate will be allowed a certain amount of time to address the Voting Stakeholders and state his or her position. The Presiding Officer of the meeting has the discretion to limit the amount of time allowed for such presentations, and whether Stakeholders will be allowed to ask questions of the candidates.
b. All voting, with the exception of voting for Directors and for Amendments of By-Laws, shall be by voice vote unless specified otherwise by the Secretary at that meeting. The Secretary will decide whether a vote should be visual (by hand or otherwise), vocal, or by ballot, pre-numbered or otherwise, as may be the case with sensitive matters where Stakeholders have strong opinions either for or against a particular issue.
c. Votes for Directors shall be by written ballot with the candidates' names arranged thereon in the order determined as described in Article XVI of these By-Laws.
i. Each Voting Stakeholder present at the meeting may vote for as many Director candidates as there are openings in that year, but there shall be no cumulative voting.
ii. Any ballot, which contains more votes than the number of open Director positions, or more than one (1) vote for any candidate, shall be invalidated in its entirety and not considered in the tallying of votes.
iii. Those candidates receiving the largest number of votes for the open Director positions shall be those elected to such positions.
d. When voting is completed, the Inspectors of Election shall collect all the ballots, tally the results, provide a written certification thereof (signed by each of them) along with all of the ballots to the Secretary, who shall thereupon announce the results of the election.
Article XVII: Reconsideration and Grievance Procedure
1. Any Community Stakeholder or group of Community Stakeholders may request reconsideration of a vote or action taken by the Directors. within 90 days of such decision or action.
3. Such concerns or requests for reconsideration shall be placed in written form by the Community Stakeholder(s) and communicated to the Secretary by letter, facsimile transmission or e-mail, confirm it's receipt, and placed on the next meeting agenda.
4. The grievance process does not apply to stakeholders who disagree with a position or action taken by the Board, but only on matters involving the Director's failure to comply with these Bylaws, LA City's Charter, Local ordinances, State and Federal law.
5. A group of at least 10 Community Stakeholders may file a grievance on a perceived violation of the Bylaws, LA City's Charter, Local ordinances, State and Federal law within 60 days of such decision or action. A signed communication outlining the grievance must be sent to the Secretary by letter, facsimile transmission or e-mail and that grievance will be placed on the next meeting's agenda
6. If the Directors fail to correct the grievance to the satisfaction of the complaining party at that meeting, the complaining party may seek arbitration within in 30 days and if the arbitration is not to the satisfaction of either party, an action may be filed within 30 days in an appropriate court. The losing party pays all costs.
Article XVIII: Review and Inspection of Records
1. The Council’s financial accounts and records shall be reviewed annually by a Financial Review Board, appointed by the President from non-Director Stakeholders on an annual basis. Such review shall include, but not be limited to, a review and verification of receipts and disbursements of the Council for the past year.
2. The Financial Review Board shall submit its report regarding its review to the Directors within 60 calendar days after its appointment.
3. The Council makes itself subject to the California Public Records Act (California Government Code §6251) to provide full public access to its records. This act in its Preamble: and Legislative Declaration* states "In enacting this chapter, the Legislature, mindful of the right of individuals to privacy, finds and declares that access to information concerning the conduct of the people's business is a fundamental and necessary right of every person in this state". {
4. As many Council records as possible, including the By-Laws, will be posted on the Council website by the Secretary or a designee.
Article XIX: Amendments
1. These By-Laws may be Amended as follows:
a. All suggested Amendments to these By-Laws must be submitted to the Secretary in writing including facsimile transmission or email.
b. The Secretary will place the suggested Amendment on the Agenda for the next where discussion will be held concerning the suggested Amendment. The Amendment will be placed on the Agenda for the following meeting for a vote. {
c. These bylaw changes will be submitted to DONE under their Plan Article V Bylaw Adjustment for their approval.
Article XX: Effective Date
WHEREFORE, these By-Laws were adopted by vote of the Membership of the Council this 19 day of September, 2001, in the Community of Northridge, City and County of Los Angeles, State of California.
Northridge Neighborhood Council
By_________________________
Secretary