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Piedmont Pines Neighborhood Association By-laws

Note: in 2018, the Board voted to update the By-laws and will seek ratification by its members at our 2019 Annual Community Meeting. Revised By-laws are shown here.

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 and Westover 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:

Article II (Vision & Objectives)

Section 1 (Vision): Piedmont Pines will be a scenically beautiful, diverse community dedicated to quality schools, neighborhood safety and living in harmony with our natural environment.

Section 2 (Objectives): The Association works to research, organize and act as a voice for its Members in 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, sub-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, and have voting privileges upon payment of annual dues.

Section 3 (Dues): The annual dues shall be as specified by a majority vote of the Board.  Dues shall be no less than $35 per year per Resident household.

Section 4 (Rights of Membership): Each Member defined in Section 2 shall be entitled to one vote at all annual and special member meetings.  Two adult Residents in the same household may have voting privileges if they have paid their household dues. 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 5 (Terms of Membership):  Membership shall be from January – December of each calendar year.  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 and Executive Director)

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, with the exception of the Executive Director, shall serve without pay.  Directors shall be Members of the Association.

The person holding the position of Executive Director shall be a voting member of the Board of Directors.

Section 2 (Meeting of the Directors):  A "Meeting of the Directors" is a gathering by the Directors in the transaction of Board business in a "Regular Meeting," "Special Meeting," or Email Meeting."  Regular Meetings are in-person meetings scheduled regularly throughout the year.  "Regular Meetings" shall be generally held once a month and scheduled eleven (11) times per year.  “Special Meetings” are in-person meetings that may be called by the President or any two Directors by giving 24-hour notice to each Director via the PPNA group email.   “Email Meetings” are email communications among all Directors via the PPNA group email whereby a Director requests that a motion(s) and/or vote(s) on any matter of Board business be conducted through email. 

Section 3 (Quorum of Directors):  Any transaction of Board business requires at a minimum a Quorum of Directors at a Meeting of Directors.  A Quorum of Directors is established when a majority of Directors are present for any Meeting of Directors.  Directors are present at a Regular Meeting or Special Meeting by being physically present, by tele or video conferencing into the meeting if such services are readily available, or by proxy through another Director that is physically present at the meeting.  All the Directors are deemed present for Email Meetings and therefore any transaction of business shall require at a minimum an email response by a majority of all Directors to the initial request for motion and/or vote within 48 hours.  An objection by any Director to a Special Meeting or Email Meeting made within 24 hours of the initial request for motion and/or vote will automatically table any issue presented until the issue can be heard at the next Regular Meeting with a Quorum of Directors.

Section 4 (Nomination and Election of Directors): The qualifications for all candidates for Board of Directors shall be reviewed against written criteria for Board membership.  The Board shall select new Director(s) by majority vote of a Quorum of Directors at a Regular Meeting, and present its slate of Directors for ratification by association Members at the following annual meeting.

Section 5 (Term of Office) Directors shall serve for three (3) years or until their successors are elected.  Directors may be re-elected to additional three-year terms upon majority approval of a Quorum of Directors at a Regular Meeting.  Terms of office shall begin immediately following election. Directors are expected to attend at least nine Regular Meetings a year and may be removed for cause if they fail to do so.  

Section 6 (Filling Vacancies): Vacancies on the Board of Directors shall be filled by appointment of a qualified candidate appointed by the Board at a Regular Meeting.  Such appointees shall hold office until elections are held at the next meeting of the Members.  Appointed Directors shall be entitled to the same powers and elected terms of office as elected Directors.

Section 7 (Powers of Board of Directors): By a majority vote at any Meeting of Directors with a Quorum of Directors, the Board shall have the power to:

1. conduct, manage and control the affairs and business of the Association and to make rules and regulations consistent with the laws of California and of these By-laws, for the guidance of the officers and management of the affairs of the Association;
2. speak on behalf of Association Members in matters that have been approved by a majority of eligible voting Members;
3. appoint a Director to speak on behalf of the Board in matters that have not been approved by a majority of eligible voting Members;
4. incur indebtedness and approve all payments related to the operation of the Association; and
5. 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 8 (Duties of Board of Directors): It shall be the duty of the Board to keep a complete record of all its minutes, actions, and of the proceedings of Member meetings.  It shall present a 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 the financial status of the Association, and the general condition of its affairs.  It shall also be its duty to supervise all officers, agents and employees of the Association and to see that duties are properly performed.

Section 9: (Removal of Directors):  Directors may  only  be removed  for  cause by a simple majority of Directors then in office.

Section 10: (Inactive status):  The President has the authority to grant inactive status for up to 4 months with the inactive member not having voting rights and not counting into the quorum calculation.

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 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 7 (Duties of the Executive Director): The Board of Directors can appoint an Executive Director to serve the needs of hte Association.  This includes, but is not limited to, administrative duties not assigned to other Directors, Member communication, civic advocacy, and managing adherence to the Association's strategtic plan. The Board may authorize payment for this position.

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.

Section 8 (Duties of Adjunct Board Positions)

1. Board Liaisons: The Board of Directors can appoint Board Liaisons on an ad hoc basis whom the Board feels can be of assistance with specific tasks or initiatives.  These board liaison positions are only open to Residents and require a majority vote of the Board.  They are non-voting Members of the Board; the Board owns the issues; and Liaisons work in conjunction with a Director (or Board subcommittee) on any assigned tasks. These are non-paid positions.

2. Consultants: The Board of Directors can appoint consultants to advise on specific legal, political or other strategies that impact the Association. This Board may authorize payment for this position.

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 fundraising issues or dues considerations required by the budget, overseeing such matters as insurance and other business matters, reporting at Board meetings on expenditures and income against budget, and reporting on financial status at Annual Meetings.

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 then in office.

Section 3 (Special Meetings): Special meetings of the Members may be called by the President, or by the Directors on their motion, or upon the written request of ten or more Members that are not Directors.

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): Members may ratify any action of the Board at a Meeting of the Members.  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 vote of a Quorum of Directors at any Meeting of Directors.

Section 6 (Non-Members): At any Member meeting, attendance may be limited to paid Members or Residents at the discretion of the Board.  Unpaid Members, non-residents and guests are ineligible to vote.

Article VIII (Privacy Policy)

Contact information 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)

Amendments to these By-laws shall be approved by a majority of the Directors then in office 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.