cha bylaws
BYLAWS OF THE CARMEL HIGHLANDS ASSOCIATION
Last Updated on July 1, 2009
Article 1 – NAME AND OFFICE
The name of this corporation is: CARMEL HIGHLANDS ASSOCIATION, incorporated under the nonprofit Corporation laws of the State of California on the second day of December 1936, and known until July 1 2006 as the Carmel Highlands Community Fire House. The principal office, address of the Corporation shall be 73 Fern Canyon Road in the Carmel Highlands, zip code 93923, County of Monterey, State of California.
Article 2 – OBJECTIVES
The objectives of this corporation are: to enhance the quality of life and spirit of community; to provide relevant information on issues and events; to manage, maintain and promote the assets of the Carmel Highlands Association; and to act in the best interest of the residents and property owners of the Carmel Highlands.
Article 3 – CARMEL HIGHLANDS BOUNDARY
The area to be covered and encompassed by the activities of this corporation shall be the Carmel Highlands, and any real property, buildings, easements, or other property affecting the Carmel Highlands, its property, owners or residents. The Carmel Highlands is defined generally as that area on the coast of the County of Monterey between San Jose Creek as the north boundary, inland from the Pacific Ocean to the Mount Diablo Meridian as the east boundary and MacDougal Creek east of Highway 1 to west of Highway 1 along the east-west private beach access easement alignment as the south boundary. The specific boundary is as accepted by the Monterey County boundary Commission on October 14, 1963, description of which is on file in the office of the corporation, and amendments thereafter.
Article 4 – MEMBERSHIP
Any person who is of the age of eighteen (18) or older and who is a property owner or a lessee or tenant resident of a single family dwelling a in the Carmel Highlands, as described in Article 3, is entitled to become a member of the corporation upon payment of dues for the fiscal year. Not more than two (2) persons shall be eligible for membership from anyone (1) household or parcel of property. Each member shall be entitled to one (I) vote. Any person or legal entity owning more than one parcel of property in the area covered and encompassed by the activities of this Corporation shall have no more than two (2) votes.
Property owners or residents of single-family dwellings in areas directly adjacent to the boundaries of the Carmel Highlands Association as established in Article 3 may become Associate members upon payment of annual dues; per l residence based on amounts determined as provided in Article 6. They shall receive the Newsletter of the Association, participate in Association functions, and be entitled to attend Association meetings as non-voting participants.
Article 5 – FISCAL YEAR
The fiscal year shall be from July 1 through June 30 of the following year.
Article 6 – DUES
The amount of annual dues shall be established or changed only by a majority vote of the directors at the next annual membership meeting. Annual dues shall be due and payable on July 1 of each fiscal year. Only members whose dues have been paid one (1) month prior to any meeting shall be entitled to vote. The Treasurer of the corporation shall present a roster of all paid up members prior to each annual meeting to determine those eligible to vote.
Article 7 – DIRECTORS
The affairs and business of this corporation shall be managed by a board of nine (9) directors, each elected as provided in Article 9. Terms of office shall be overlapping so that each year new directors shall be elected. Should terms of varying duration be required in the election process to adjust for vacancies, the board shall re-assign terms of incumbent board members through a majority vote when quorum exists.
New directors shall take office as of the date of their election at the annual membership meeting. Directors shall be eligible for a second three (3) year term. After having served two (2) consecutive terms, they may not be re-elected until an interval of at least one year has passed. All directors shall be paid-up members of the corporation and residents of the Carmel Highlands.
Article 8 – OFFICERS
The officers of this corporation shall be four (4) in number: a president, a vice-president, a secretary and a treasurer. All shall be paid up members of the corporation and full-time residents of the Carmel Highlands. They shall have such powers as are customarily associated with their respective offices and as delegated by the president.
(Election) Officers shall be elected at the first organizational meeting of the Board of Directors from among its members.
(Terms of office) The term of office for officers of this corporation shall be one (1) year commencing with their election at the first organizational meeting of the board of directors, and until the following year’s annual membership meeting. Officers may be re-elected for two (2) additional terms, but may not be eligible for re-election after having served in the same office for three (3) consecutive terms, until an interval of at least one (1) year has passed. (d) If any matter of urgency arises whereby action is required by the Board between the date of the annual membership meeting and the election of officers at the organizational meeting following the annual membership meeting, such action/meeting shall be conducted by the highest ranking officer presiding at such time, according to Robert’s Rules of Order.
Article 9 – NOMINATIONS, ELECTIONS AND GENERAL VOTING
Nominations. Not later than the end of March of each year, the president shall appoint, subject to the approval of the directors, a Nominating Committee of at least three (3) members other than directors and officers of the corporation. All members of the Nominating Committee shall be paid-up members of the corporation and residents of the Carmel Highlands. The Nominating Committee shall present to the membership of the corporation at the annual meeting a slate of candidates for new directors to be elected for terms of office as provided in Article 7. Additional nominations may be made by petitions, signed by ten members in good standing, which must be submitted at least forty (40) days prior to the election.
Elections. A majority vote is required for election to any directorship. Voting shall be restricted to eligible ballots of members present; and absentee ballots, presented at the meeting and verified by the Treasurer as eligible-to-vote members.
The Ballot of candidates nominated both by committee and petition shall be communicated to the membership of the corporation in writing; not later than fifteen (15) days before the annual meeting at which the election of the new directors will take place.
All matters, except election of directors, and except as provided in Articles 15,16 and 18, requiring a vote shall be passed by a majority and must be cast in person or by proxy and presented to the presiding officer for each specific meeting to which it applies. Each proxy, to be qualified for voting on issues must be in behalf of a paid-up member, shall be in writing and signed and dated by the subscribing member.
Article 10 – VACANCIES
Should any vacancy among the directors or officers occur by reason of death, resignation or otherwise, the same shall be filled without undue delay by the Board of Directors who shall appoint a successor to hold office until the end of the term of the replaced member, when that director shall then be subject to election, per Article 9.
Article 11 – REMOVAL FROM OFFICE
Any director and/or officer may be removed from office for good cause by a majority vote of the membership at any membership meeting, provided that written notice is given to the president at least two (2) weeks in advance of such a meeting. The president shall communicate in writing to the membership of the corporation at least five (5) days in advance of the meeting that a motion to remove a director or officer win be made.
Article 12 – MEETINGS
An annual meeting of the membership of the corporation shall be held in June of each year at a
time designated by the president and approved by a majority of the directors. The annual meeting shall be held for the election of new directors and for the conduct of other business.
An organizational meeting of the newly elected and continuing directors shall be held within two (2) weeks after the annual membership meeting for the purpose of electing the officers of the corporation in the month of June and the conduct of other business.
Special meetings of the membership may be called by the president, a majority of the directors, or by twenty-five (25) members.
Meetings of the directors may be called by the president or by any three (3) directors.
Written notice of all meetings (except meetings of the directors, which may be called by telephone, email or in person) must be mailed to each member at the address furnished the corporation by the members not less than five (5) days before the date set for such meetings. The notice of any special meeting shall state the purpose of the meeting.
A quorum at all membership meetings shall consist of at least five (5) percent of paid-up members of the corporation, but no less than twenty-five (25) paid-up members present. A quorum for directors meetings shall consist of a majority of the directors. However, no action shall be taken at directors meetings unless those directors constituting a quorum concur.
Article 13 – COMMITTEES
There shall be standing committees and ad hoc committees of the corporation.
Standing Committees are:
Community Action
Membership Outreach & Hospitality
Beach
Communications
All committee chairs shall be appointed by the president.
Committee chairs shall attend Board of Directors meetings as ex officio members.
All committees shall be subject to change by a majority vote of directors in office.
Excepting the Nominating Committee, committee chairs shall accept and actively recruit volunteer members for their respective committees so that the largest spectrum of the membership of the corporation shall be represented.
They shall keep the president informed about the composition of their committee.
Article 14 – CORPORATE SEAL
The seal of the corporation shall be circular and shall show around its upper circumference the words: “Carmel Highlands Association, at its bottom the words and figures Corporate Seal 1996” and in its center a sketch of a Monterey Cypress.
Article 15 – AMENDMENTS
The bylaws of this corporation may be amended or revised by the affirmative vote of two-thirds (2/3) of the members present or represented by proxy at any annual, regular, or special meeting of the membership, provided that written notices of any such meeting contain an exact copy of the proposed amendment or amendments and are mailed twenty (20) days in advance of any such meeting to each member at the address furnished the corporation by the member.
Article 16 – PROPERTY AND EASEMENTS
Rights to the use of any real property or easements held by the corporation are accorded to all those persons eligible for membership, whether or not they become members, and to their families and guests, subject to the rules and regulations established by the corporation. However, any binding decision to purchase or to sell real property, or make any major changes in the status of real property or easements held by the corporation may be made only when authorized by an affirmative vote by mail ballot of two thirds (2/3) of paid-up members of the corporation and who return their marked ballots to the mailing address of the corporation within sixty (60) days from the date the ballots originally were mailed to them; and provided also that an exact copy of the proposed resolution or motion together with the ballot(s) are mailed to each paid-up member at the address furnished the corporation by the member.
Article 17 – PROCEDURE
(a) Robert’s Rules of Order, as amended, shall govern the proceedings of the corporation. The order of business in the conduct of membership meetings shall be as follows, unless rearranged by the presiding official:
Call to order
Determination of whether a quorum is present
Reading of the minutes of the previous meeting
Reading of any correspondence determined by the presiding official to be of interest
Treasurer’s report
Committee reports
Announcements by presiding official
Old business
New business
Comments from general audience
Adjournment
(b) The Board of Directors shall establish a depository for the files of the corporation at a location designated by the directors.
Article 18 – DISSOLUTION
The corporation may be dissolved with the procedure set forth in Article 16. The dissolution statement must designate a nonprofit, charitable, or educational organization having similar purposes as the Carmel Highlands Association to receive the assets of the corporation. In no event shall any funds or other assets be distributed among members of the corporation.
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