AMENDED AND RESTATED BYLAWS OF
MIDTOWN VENTURA COMMUNITY COUNCIL,
A California Public Benefit Corporation
ARTICLE I. NAME OF THE CORPORATION
The name of the Corporation is Midtown Ventura Community Council. Hereinafter, it may be called “Council”.
ARTICLE II. PURPOSES OF THE CORPORATION
This Corporation shall be organized and operated exclusively for charitable, educational and public purposes. Subject to the limitations set forth in the Articles of Incorporation, the purposes of this Corporation shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under the Nonprofit Public Benefit Corporation Law (or its corresponding future provisions) and Section 501(c)(3) of the Internal Revenue Code (or its corresponding future provision).
This Corporation’s primary purposes shall be the following:
- To encourage residents to identify and understand Midtown Ventura area problems, needs, and expectations, and to either recommend or initiate the development and implementation of programs which respond to these problems, needs, and expectations. The Midtown Ventura area may hereafter be referred to as the Community.
- To facilitate communications between residents of the Community and government agencies.
ARTICLE III. POWERS
Section 3.01. The powers of the Midtown Ventura Community Council will be as follows:
- To recommend and/or initiate programs which respond to the needs of the Midtown Ventura area.
- To advise appropriate government bodies and their staff on any matter which is of need or concern to the Midtown Ventura area.
ARTICLE IV. OFFICES
Section 4.01. Principal Office. The principal office of the Corporation for its transaction of business shall be determined by the Board of Directors.
Section 4.02. Change of Address. The Board of Directors is hereby granted full power and authority to change the principal office of the Corporation from one location to another in the County of Ventura, California.
ARTICLE V. MEMBERS
Section 5.01. Organization. The organization of the Midtown Ventura Community Council will include the General Membership as defined in Section 5.04., Officers, Executive Board, and Committees when duly appointed under the provision set forth in these Bylaws.
Section 5.02. Classification of Members. The Corporation shall have one class of members only, and each member shall have equal voting and other rights. No person shall hold more than one membership in the Corporation.
Section 5.03. Eligibility for Membership. All residents, property owners and owners of licensed businesses of the Midtown Ventura area as defined in Section 5.05, who are 18 years of age or older, will be eligible for membership.
Section 5.04. General Membership. The General Membership will be comprised of all those individuals and businesses whose completed membership application, completed after July 1, 2019 and dated within the last five years, as defined in Section 5.06 is on file with the Midtown Ventura Community Council Secretary.
Section 5.05. Membership Boundaries. Membership boundaries for the Midtown Ventura area are as follows:
South: The 101 Ventura Freeway
West: San Jon Road/San Jon Barranca/Crimea Street (east side)
North: The crest line of the Ventura hills
East: Mills Road (both sides)
Section 5.06. Application for Membership. Each person applying for membership is required to complete an application form providing the following information (if applicable):
- Date;
- Name;
- Residence address, address of property owned, address of business owned with a copy of the business license;
- Residence or business phone number; and
- E-mail address (if available).
Section 5.07. Admission to Membership. Any person qualified for membership under Sections 5.05 and 5.06 of these Bylaws shall be admitted to membership only on the receipt by the Secretary of the Midtown Ventura Community Council of a completed application for membership.
Section 5.08. Number of Members. There shall be no limit on the number of members the Corporation may admit.
Section 5.09. Transferability of Membership. Neither the membership in the corporation nor any rights in the membership may be transferred or assigned for value or otherwise.
Section 5.10. Transferability of Membership. All meeting minutes, and financial records of the Midtown Ventura Community Council will be open to the public as provided by law.
ARTICLE VI. MEETINGS OF MEMBERS
Section 6.01. Place. Meetings of members shall be held at such location within the State of California as may be designated from time to time by resolution of the Board of Directors.
Section 6.02. Regular Meetings. The Board of Directors shall convene not less than eight (8) regular meetings each year, including one designated as the Annual Meeting for the purpose of transacting such proper business as may come before the meeting, including the election of Officers and Directors for such terms as are fixed in Section 7.04 of these Bylaws. The Board of Directors may schedule additional regular meetings during the year as deemed necessary and appropriate to fulfill the stated purposes of the Midtown Ventura Community Council. If the day fixed for the regular meeting of members falls on a legal holiday, such meeting shall be held at the same hour and place on the next succeeding day. A report of the past year’s activities, and a Treasurer’s report will also be presented during the Annual Meeting.
Section 6.03. Special Meetings. Special meetings of members shall be called by the Board of Directors and held at such times and places within the State of California as may be ordered by resolution of the Board of Directors. General members may petition the Executive Board for a special meeting. If the Executive Board votes in favor of the petition, the Executive Board will call a special meeting as soon as practical.
Section 6.04. Notice of Meetings. The Secretary must provide public and written notice of all regular meetings to each Council member at least seven (7) days before the scheduled meeting, except that the notice will be sent fourteen (14) days prior to any council meeting during which an election or recall is scheduled.
Section 6.05. Quorum. A quorum at any meeting of members shall consist of not less than five (5) percent of the membership applications on file with the Secretary.
Section 6.06. Conduct of Meetings. Rules of Order. The Robert’s Rules of Order, as amended from time to time, shall govern the meetings of members insofar as those rules are not inconsistent with or in conflict with these Bylaws, the Articles of Incorporation of this Corporation, or the law.
Section 6.07. Voting. Except as provided by these Bylaws, recommendations, positions, or policies adopted at any meeting within the Midtown Ventura Community Council will be by a majority vote of those in attendance.
ARTICLE VII. BOARD OF DIRECTORS
Section 7.01. General Powers. The affairs of the Corporation shall be managed by the Board of Directors. The Board of Directors includes the Officers and Members at large. The Board of Directors may exercise all powers vested in the Corporation.
Section 7.02. Number. The number of Directors shall consist of not more than fifteen, with a minimum of seven. The exact number within such a minimum and maximum limit shall be fixed by resolution of the Directors from time to time. The number of Directors may be increased or decreased by amendment to the Bylaws duly adopted by approval of the members.
Section 7.03. Qualifications. The Directors at Large of the Corporation shall be residents of the State of California and shall be members of the Midtown Ventura Community Council. No member who holds an elective office with any public agency may serve on the Board. Officers may not use their official capacity to campaign for public office. Only members of the Council who have attended at least one General Meeting in the prior twelve (12) months are eligible to stand for office.
Section 7.04. Term of Office. Each Director shall hold office for a period of one (1) year, and until such Director’s successor is elected and qualifies under Section 7.03 of these Bylaws. In the event a Director is removed at a special meeting of the members called and held as prescribed by Section 6.03 of these Bylaws, such Director shall hold office until his or her removal.
Section 7.05. Nomination. Any person qualified to be a Director under Section 7.03 of these Bylaws may be nominated by the method of nomination authorized by the Board or by any other method authorized by law.
Section 7.06. Election.The Directors at Large shall be elected at each annual meeting as prescribed by Section 6.02 of these Bylaws. Only members of the Council who have attended at least one General Meeting in the prior twelve (12) months are eligible to vote. The candidates receiving the highest number of votes up to the number of Directors to be elected are elected. Directors who are not Officers shall be eligible for reelection without limitation on the number of terms they may serve, provided they continue to meet the qualifications required by Section 7.03 of these Bylaws.
Section 7.07. Compensation. The Directors shall serve without compensation, other than to be reimbursed for expenses related to Board service upon approval by the Board of Directors.
Section 7.08. Call of Meeting. Meetings of the Board may be called by the Chair of the Board, the Vice Chair, the Secretary, or any two (2) Directors.
Section 7.09. Place of Meetings. All meetings of the Board shall be held at a location determined by the Chair with the approval of the Directors.
Section 7.10. Regular Meetings. Regular meetings of the Board of Directors shall be held at the time to be determined by the Board of Directors. The Board of Directors will meet at least eight times a year. No other notice of the date, time, place, or purpose of these meetings is required, except that formal notice of such time and place shall be provided for newly elected Board members.
Section 7.11. Special Meetings. Special meetings of the Board may be called by the Chair of the Board, the Vice Chair, the Secretary, or any two (2) Directors. Special meetings shall be held on four (4) days’ notice by first-class mail postage prepaid or email, or on forty-eight (48) hours’ notice delivered personally or by telephone.
Section 7.12. Quorum. A majority of the authorized number of Directors constitutes a quorum of the Board for the transaction of business, except as hereinafter provided.
Section 7.13. Transactions of Board. Except as otherwise provided in the Articles, in these Bylaws, or by law, every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board provided, however, that any meeting at which a quorum was initially present may continue to transact business notwithstanding the withdrawal of Directors if any action taken is approved by at least a majority of the required quorum for such meeting, or such greater number as is required by the law, the Articles, or these Bylaws.
Section 7.14. Duties of At Large Directors. All At Large Directors are expected to participate in the activities of a Committee.
ARTICLE VIII. COMMITTEES
Section 8.01. Executive. The Executive Committee will consist of the Midtown Ventura Community Council Officers.
Section 8.02. Qualifications for Executive Committee. There are no additional qualifications for Executive Committee.
Section 8.03. Powers of Executive Committee. The Executive Committee shall have the power to make ongoing decisions between Board of Director meetings including the power and authority to make financial and budgetary decisions. The Executive Committee will plan and direct all work necessary to meet the stated purposes of the Midtown Ventura Community Council and will have the authority to delegate duties and assign tasks as required. Each Executive Committee member shall have one vote except the Chair of the Executive Committee who may only vote to break a tie.
Section 8.04. Vacancies on Executive Committee. Any vacancy of a Council Officer on the Executive Committee will be filled by appointment by a majority of the remaining members of the Board of Directors. Three (3) consecutive absences from regular Executive Committee meetings will constitute resignation unless the member obtains permission from the Chair.
Section 8.05. Executive Committee Meetings. The Executive Committee will meet if necessary between regular meetings of the Board of Directors. Executive Committee meetings will be scheduled at the request of the Chair or any three (3) of the Committee members. The Secretary will provide written notice of the Executive Committee meeting to each Executive Committee member seven (7) days prior to the meeting date.
Section 8.06. Quorum for Executive Committee Meetings. A quorum for an Executive Committee meeting will be a simple majority.
Section 8.07. Other Committees. The Board of Directors may create Standing and Ad-Hoc committees to consider matters which are likely to be of concern to the Midtown Ventura Community Council. The Board of Directors will dissolve a Committee after its purpose has been accomplished.
Section 8.08. Committee Meetings. Committees will meet as often as necessary to fulfill their work programs. The Chair of each committee will be responsible for checking the Council’s master calendar before scheduling meetings, notifying Committee members of the meeting, and keeping the Board of Directors advised of committee activities.
Section 8.09.Vacancies on Other Committees. Vacancies of the Committee Chair shall be filled by the Board of Directors.
Section 8.10. Committee Officers. The Board of Directors will name a Chair of each committee, who must be a member of the Board of Directors. Each Committee will select their other Committee Officers – Vice Chair, and Secretary, as needed, to facilitate the work of the Council.
Section 8.11. Committee Powers. Each Committee will plan and direct all work necessary to meet its stated purpose for the Council. The Chair of each committee shall attend all Board of Directors and Regular Council meetings, or notify the Chair of the Board or Secretary when not able to attend.
Section 8.12. Reporting Responsibilities. All committees will present their findings, recommendations, and minutes of meetings to the Board of Directors.
Section 8.13. Change in Chair. The Board of Directors may change a Committee Chair at its discretion.
ARTICLE IX. OFFICERS
Section 9.01. Number and Titles. The Officers of the Corporation shall be the Chair of the Board, the Vice Chair, the Secretary, and the Treasurer and a Co-Secretary. The Chair of the Board is the general manager and Chief Executive Officer of the Corporation. The Officers serve as members of the Board of Directors.
Section 9.02. Nominations. Nominations for Officers will be made by the Ad Hoc Nominations Committee and nominations may also be made from the floor during the Annual meeting. Only members of the Council who have attended at least one General Meeting in the prior twelve (12) months are eligible to stand for office. Any Council member may nominate eligible Council members to a specific office. Members nominated from the floor must be present to accept the nomination.
Section 9.03. Elections. Each Officer will be elected by a majority vote of the General Membership present at the Annual Meeting of the Midtown Ventura Community Council.
Section 9.04. Voting. No absentee or proxy voting will be permitted.
Section 9.05. Term of Office. Each Council Officer will serve for a term of one (1) calendar year or until his or her successor has been elected. There is a term limit of two (2) consecutive terms for each Officer, except that the Secretary may serve more than two terms. If a Council Officer’s position is open at the time of the annual election, the newly elected Officer shall immediately take office to serve out the present year prior to commencing to serve the regular calendar year term. A partial year of service does not count as a full term for the purposes of term limits.
Section 9.06. Officer’s Duties. The duties of all Officers shall include additional duties and responsibilities as may be prescribed from time to time by the Executive Board.
Specific Duties
Section 9.07. Chair. The Chair shall preside at all meetings of the Executive Board and General Council Meetings and prepare agendas for all meetings. The Chairman is the official spokesperson and representative for the Council. No individual may speak for or obligate the Midtown Ventura Community Council in any way; or present any of its policies, positions, and/or recommendations except as delegated by the Chair of the Board or as noted below:
- Any member may state their personal opinion as long as the following is included in the statement: “this statement is my personal opinion”;
- Any member may provide or read to anyone any Board approved press release, letter, resolution, newsletter, or minutes of meetings; and
- A limited delegation of representatives may make presentations to Committee Chairs in order to raise interest in their projects.
Section 9.08. Vice Chair. The Vice Chair will perform the duties of the Chair in his or her absence and will organize and conduct ongoing membership recruitment.
Section 9.09. Secretary. The Secretary will keep minutes and document attendance at all meetings of the Board of Directors, Executive Committee, and General Council and be responsible for all records of the Midtown Ventura Community Council. The Secretary may delegate custody of certain records to the Committee Secretaries. The Secretary will maintain a list of all records and their location. The Secretary will also give notice of all regular and special meetings of the Board of Directors, Executive Committee, and General Council. The Secretary will:
- Document in the official minutes that a quorum is present; and
- Sign all minutes that have been approved by the Board of Directors, Executive Committee, or the General Council members.
Section 9.10. Treasurer. The Treasurer will have access and custody of all funds of the Midtown Ventura Community Council and accept and expend funds as directed by a majority vote of the Board of Directors, Executive Committee, or the General Council members at any official meeting. The Treasurer shall also:
- Present a Treasurer’s report, as of the end of the previous month, to all General Council meetings and Board of Directors meetings;
- Prepare an end of year financial statement;
- Prepare and file all tax forms; and
- Make the books available for audit as directed by the Board of Directors.
Section 9.11. Correspondence Secretary. The Correspondence Secretary shall carry on the official correspondence of the Midtown Ventura Community Council and will perform the duties of the Secretary in his or her absence.
Section 9.12. Recall. Each Officer will be subject to recall by the General Council membership. The Board of Directors or a General Council meeting may, by majority vote, schedule a recall election for the next General Council meeting. The mailed, written; or emailed notification of that meeting will indicate that a recall election will be held. A majority vote by secret ballot of those in attendance at that General Council meeting will be required for recall. Vacancies on the Executive Committee created by recall will be filled at the same meeting by election of nominees offered from the floor. People nominated from the floor must be present to accept the nomination. Individuals elected to replace recalled Officers will serve out the remaining term of office.
ARTICLE X. CORPORATE RECORDS
Section 10.01. The Corporation shall keep adequate and correct records of account and minutes of the proceedings of its members, Board, and committees of the Board. The Corporation shall also keep a record of its members giving their names and addresses. The minutes shall be kept in written form. Other books and records shall be kept in either written form or in any other form capable of being converted into written form.
ARTICLE XI. FINANCES
Section 11.01. Fiscal Year. The initial fiscal year of the Corporation shall begin on January 1 and shall terminate on December 31.
Section 11.03. Loans Prohibited. No loans shall be made by the Corporation to any Officer, Director, or Member.
Section 11.04. Deposits. All funds of the Corporation not otherwise employed shall be deposited in a timely fashion in such banks, trust companies or other depositories as the Board of Directors may select.
Section 11.05. Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such Officer, employee or agent of the Corporation, and in such a manner as shall from time to time be determined by resolution of the Board of Directors.
ARTICLE XII. CORPORATE INDEMNITY
Section 12.01. Indemnification. The Corporation shall indemnify its Officers and Directors to the fullest extent allowed by California law.
ARTICLE XIII. AMENDMENTS TO BYLAWS AND OTHER ITEMS
Section 13.01. Amendment of Bylaws. These Bylaws may be amended or repealed, and new Bylaws adopted, by a majority vote of the General Membership at a Midtown Ventura Community Council meeting if a quorum is present. Only members of the council who have attended at least one General Meeting in the prior twelve (12) months are eligible to vote. Prior to the adoption of the amendment, the Members shall be given at least two days’ notice of the date, time, and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and shall contain a copy of the proposed amendment.
Section 13.02. Adoption of Policies and Procedures. The Members, Board of Directors, and Committees may adopt additional policies, procedures, and standing rules provided those additions are consistent with the provisions set forth in these bylaws.
Reversal of Executive Section 13.03. Reversal of Actions of Board of Directors or Executive Committee. The General Membership at a Council meeting may reverse any action passed by the Board of Directors or Executive Committee since the last General Council meeting, provided that two thirds (2/3) of the members in attendance vote for reversal. Only members of the Council who have attended at least one General Meeting in the prior twelve (12) months are eligible to vote.
CERTIFICATE OF SECRETARY OF
MIDTOWN VENTURA COMMUNITY COUNCIL,
A California Nonprofit Corporation
I hereby certify that I am the duly elected and acting Secretary of said Corporation and that the foregoing Bylaws, comprising ten (10) pages, constitute the Bylaws of said Corporation as duly adopted at a meeting of the General Membership thereof held on October 10, 2019.
Dated: ________________________
______________________________
Pamela Hazard, Secretary