By-Laws

Updated by Board of Directors 10/16/2006
To be Approved by Members at next Annual Meeting (01/15/2007)

Article I (Name and Boundaries)
Section 1 (Name): The name of this association shall be “Piedmont Pines Neighborhood Association, a not-for profit association of property owners and residents. It embraces all of that property bounded roughly by Joaquin Miller and Redwood Regional Parks to the South, California Highway 13 to the West, Girvin Drive to the North, and Skyline Boulevard to the East in the County of Alameda, State of California. Residents on both sides of the following streets are included:

Residents within the borders of Piedmont Pines shall not be restricted from being members of other homeowner associations that share borders with Piedmont Pines Neighborhood Association.

Article II (Mission & Objectives)
Section 1 (Mission): The Piedmont Pines Neighborhood Association promotes, takes charge of, attends to and provides for all matters and things relating to the general advancement, development, benefit and welfare of Association Members.
Section 2 (Objectives): The Association works to research, organize and act as a voice for its members in all relationships with the city of Oakland, other government entities, and associated community organizations.

Article III (Membership & Dues)
Section 1 (Residents): Any adult (18 years or older) owning or purchasing property, whether improved or unimproved, or any adult who is leasing or renting a home in the geographical area of the Piedmont Pines Neighborhood Association, shall be considered a Resident eligible for membership in the Association.
Section 2 (Members): Any Resident defined in Section 1 shall become a Member of the Association upon payment of annual dues.
Section 3 (Non-members): Any person who is not a Resident of Piedmont Pines but who has an interest in the Association may attend and participate in Member meetings and subscribe to the Association newsletter, but shall have no voting privileges.
Section 4 (Dues): The annual dues shall be as specified by a majority vote of the Board. Dues shall be no less than $10 per year per member.
Section 5 (Rights of Membership): Each Member defined in Section 2 shall be entitled to one vote at all annual and special member meetings. Additional adult residents in the same household may have voting privileges if they are also Members.
Members shall have the right to be elected to the Board of Directors, participate on committees and task forces, and to inspect the records of the Association upon request.
Section 6 (Terms of Membership): Membership shall be from January – December of each calendar year. All applications and renewals for membership shall be in writing. Membership shall be initiated or extended upon receipt of annual dues payment, and shall expire on December 31 of each calendar year regardless of when the member paid the annual dues. Every membership shall automatically lapse when such member shall cease to be a Resident as defined in Section 1.

Article IV (Directors)
Section 1 (General): The powers of the Association shall be vested in a Board of Directors of no less than four (4) and no more than fifteen (15) people who support the goals of the Association and who shall serve without pay. Directors shall be Members of the Association.
Section 2 (Nomination of Directors): The qualifications for all candidates for Board of Directors shall be reviewed by the Board against written criteria for Board membership. Approved candidates’ names and qualifications shall be announced to members prior to an annual or special member meeting.
Section 3 (Election of Directors) Election of Directors shall be by ballot of members at the annual or special meetings of the association. The persons receiving the highest number of votes shall be declared elected.
Section 4 (Term of Office) Directors shall be elected to serve for three (3) years or until their successors are elected. Directors may be re-elected to additional three-year terms upon approval of a majority of the Board of Directors. Terms of office shall begin immediately following election. Any Director absent from three consecutive meetings of the Board without good reason for such absence shall be served written notice of his/her resignation.
Section 5 (Filling Vacancies): Vacancies on the Board of Directors shall be filled by appointment of a qualified candidate appointed by the Board. Such appointees shall hold office until elections are held at the next meeting of the Members thereafter. Appointed Directors shall be entitled to the same powers and elected terms of office as elected Directors.
Section 6 (Meetings of Directors): Regular meetings of the Board of Directors shall be held a minimum of four (4) times per year. Special meetings of the Directors may be called by the President or any two Directors by giving one day’s notice to each Director
Section 7 (Quorum of Directors): A majority of the Directors shall constitute a quorum for the transaction of business. Votes can be in-person, via proxy, or electronically. If two or more Directors dissent in electronic votes an in-person meeting shall be held.
Section 8 (Powers of Directors): The Directors shall have the power to:
o call special meetings of the members whenever they deem necessary
o conduct, manage and control the affairs and business of the Association and to make rules and regulations not inconsistent with the laws of California or of these By-laws, for the guidance of the officers and management of the affairs of the Association
o speak on behalf of Association Members in matters that have been approved by a majority of eligible voting Members
o speak on behalf of the Board of Directors in matters that have not been approved by a majority of eligible voting Members
o incur indebtedness and approve all payments related to the operation of the Association
o consider and recommend to the membership from time to time such policies, plans and measures as in its judgment shall be in the best interests of the Association
Section 9 (Duties of Directors): It shall be the duty of the Directors to keep a complete record of all their minutes and acts and of the proceedings of Member meetings. They shall present a full statement at the annual meeting of the Members, or at any other meeting of the Members when requested by one-half of the Members, showing in detail the assets and liabilities of the Association, and generally the condition of its affairs. It shall also be their duty to supervise all officers, agents and employees of the Association and to see that their duties are properly performed.

Article V (Officers)
Section 1 (General): The officers shall be a President, Vice-President, Secretary and Treasurer, who shall be elected by a majority of the Board of Directors. Officers shall be Members of the Association and shall serve without compensation. Officers may hold more than one office, providing the duties do not conflict, but shall be entitled to only one vote.
Section 2 (Duties of the President): The President shall preside over all meetings of the Members and Directors. He/she shall sign all contracts and written instruments that have been first approved by the Board of Directors. He/she shall call the Directors together whenever he/she deems it necessary and subject to their advice shall have direction of the affairs of the Association and shall discharge such other duties as may be required by these By-laws. He/she shall appoint all committees and be an ex officio member thereof.
Section 3 (Duties of the Vice President): All duties enjoined on the President shall, in his/her absence, inability or refusal to act, be performed by the Vice-President. If both President and Vice-President shall be unable to act, either of them shall appoint some other member of the Board of Directors to serve as President pro-tem.
Section 4 (Duties of the Secretary): It shall be the duty of the Secretary to keep the Seal of the Association and to affix it to all papers requiring same; to have custody of all records and papers of the Association, to handle its correspondence; and to perform any other duties prescribed by the Directors.
Section 5 (Duties of Treasurer): The Treasurer shall collect and deposit all dues and funds of the Association and keep a record of receipts and expenditures. He/she shall render an annual financial report and keep a record of the membership, including names and contact information. All funds of the Association shall be deposited in such bank or banks as the Board shall designate to be disbursed upon the signatures of said Treasurer or the President.
Section 6 (Term of Office): Officers shall be elected to serve for three years or until their successors are elected. Officers may be re-elected to additional three-year terms upon approval of a majority of the Board of Directors. Terms of office shall begin immediately following election.

Article VI (Committees and Task Forces)
Section 1 (General): The Board shall form committees and task forces as needed, upon approval of a majority of the Board.
Section 2 (Finance Committee): The Finance Committee shall be responsible for the Association’s financial affairs and the establishment of proper accounting procedures for the handling of the Association’s funds. It shall be chaired by a member of the Board other than the Treasurer and composed of Board members of his/her choosing.
The Finance Committee shall oversee the duties of the Treasurer, and shall be responsible for preparing an annual budget; performing audits on financial records, reporting on any fund-raising issues or dues considerations required by the budget, overseeing such matters as insurance and other business matters, and reporting at Board meetings on expenditures and income against budget.

Article VII (Member Meetings)
Section 1 (Schedule of Meetings): Meetings of the members shall be held at the discretion of the Board of Directors and there shall not be less than one Member meeting yearly.
Section 2 (Annual Meeting): The annual meeting of the Members shall be held during the first quarter of each year, unless otherwise agreed upon by a majority of the Board.
Section 3 (Special Meetings): Special meetings of the Members may be called by the President, or by the Directors on their motion, or upon request of ten or more Members.
Section 4 (Notice of Meetings): Notice of annual Member meetings shall be made at least one month prior to each meeting. Notice of special Member meetings shall be made at least three (3) days prior to the meeting stating the purpose thereof.
Section 5 (Quorum): A quorum for the transaction of business shall exist at any Member meeting where not less than twenty-five Members are present, in person or by written proxy. If within thirty (30) minutes after the start of a meeting a quorum of Members shall fail to attend any duly-called meeting, the same shall be adjourned to such later date as agreed to by a majority of the Board of Directors.
Section 6 (Non-members): At any Member meeting all non-member Residents and guests shall be welcome but not eligible to vote.

Article VIII (Privacy Policy)
Contact information provided by Members and others shall be used solely for the purpose of Association business. The Association shall never release information about its members to anyone outside the Association for any purpose without the express permission of the Member.

Article IX (Amendments)
Any and all amendments to these By-laws shall be approved by a majority of the Board of Directors and shall be ratified by a majority vote of all Members present, in person or by proxy, at the next annual or special Member meeting of the Association.