ARTICLE 3 – OFFICERS AND DIRECTORS

SECTION 1.

Qualifications: Officers and directors must be regular members in good standing of the ASSOCIATION.

SECTION 2.

Officers: The officers of the ASSOCIATION shall consist of the following:

  • President The President shall preside at all meetings of the ASSOCIATION and shall become the Past President and Parliamentarian for the term immediately succeeding his term as President.
  • Past President To provide for continuity, the President shall become the Past President and Parliamentarian for the term immediately succeeding his/her term as President. If the immediate prior President cannot serve, any former President is eligible for this office.
  • Vice-President – The Vice-President shall preside in the absence or at the direction of the President and shall succeed to the Presidency when a vacancy occurs in that office.
  • Secretary – The Secretary shall keep an accurate record, in permanent form, of all meetings of the ASSOCIATION and of the Board of Directors.
  • Treasurer – The Treasurer shall receive, receipt for and account for all ASSOCIATION funds. The Treasurer shall present a detailed annual III report at the January regular meeting of the ASSOCIATION. He/she shall provide monthly reports at each meeting of the BOARD. At any regular meeting, any member may request a Treasurer’s report be given at the next regular meeting. Disbursement of funds, not in the normal order of business, must be authorized by a majority vote order of the Regular Membership or by a majority vote of the Board of Directors. Checks shall be signed by any two of the following: the Treasurer, the President, the Vice-President, or any former President, if that person is approved by the BOARD. As part of receiving members’ dues, the Treasurer shall maintain a list of current membership, including each member’s address and telephone number and/or email address. The treasurer shall also compile, produce and file all tax related documents, and all documents required to maintain the ASSOCIATION’s tax-exempt status.

    Assistance to Officers – The BOARD may designate any ASSOCIATION member to assist any officers with any of their duties, with the exception of check signing, which cannot be delegated to other than those described above.

    SECTION 3.

    A. Directors: There shall be five (5) Directors of the ASSOCIATION. Directors shall be elected at the same meeting as the Officers. The duties of each director shall be to work with all BOARD members to manage the affairs of the ASSOCIATION, as outlined in these By-Laws.
    B. Directors Emeritus: There shall be a maximum of three Directors Emeritus of the ASSOCIATION who shall be elected at the same meeting as the Officers and Directors. They shall be former officers and directors

    whose experience is essential to the continued successful operation of the ASSOCIATION. They will attend all BOARD meetings, and serve the same purpose, and have the same voting rights, as Directors.

    C. Newsletter Editor – The BOARD shall appoint a Newsletter Editor from one of its members.

    D. Representatives to San Mateo United Homeowners Association – The BOARD shall appoint representatives and alternate representatives to San Mateo United Homeowners Association, or any similar successor organization, from its membership.

    SECTION 4.

    Board of Directors: All Officers and Directors and Directors Emeritus are to be members of the Board of Directors (“BOARD”) and possess full voting rights on the BOARD.
    A. Powers: Subject to applicable law and the provisions of these By-  the BOARD to keep the membership appraised of any matters of

    Laws, all ASSOCIATION powers shall be exercised by or under the authority of, and the affairs of the ASSOCIATION shall be controlled by the BOARD. However, the BOARD can take no position on behalf of the ASSOCIATION on any issue without the consent of the regular members, as described in Article V, Section 1. The BOARD may, however, take and publicize a position as the BOARD, which shall become the ASSOCIATION position on the issue as provided in Article V, Section 1, below. If the membership disapproves the BOARD’s position, the position of the BOARD shall be rescinded and shall not be the position of the ASSOCIATION. It shall be the duty of interest to the ASSOCIATION.

    ASSOCIATION. They will attend all BOARD meetings, and serve the same purpose, and have the same voting rights, as Directors.

    C. Newsletter Editor – The BOARD shall appoint a Newsletter Editor from one of its members.

    D. Representatives to San Mateo United Homeowners Association – The BOARD shall appoint representatives and alternate representatives to San Mateo United Homeowners Association, or any similar successor organization, from its membership.

    SECTION 4.

    Board of Directors: All Officers and Directors and Directors Emeritus are to be members of the Board of Directors (“BOARD”) and possess full voting rights on the BOARD.

    A. Powers: Subject to applicable law and the provisions of these By-Laws, all ASSOCIATION powers shall be exercised by or under the authority of, and the affairs of the ASSOCIATION shall be controlled by the BOARD. However, the BOARD can take no position on behalf of the ASSOCIATION on any issue without the consent of the regular members, as described in Article V, Section 1. The BOARD may, however, take and publicize a position as the BOARD, which shall become the ASSOCIATION position on the issue as provided in Article V, Section 1, below. If the membership disapproves the BOARD’s position, the position of the BOARD shall be rescinded and shall not be the position of the ASSOCIATION. It shall be the duty of the BOARD to keep the membership appraised of any matters of interest to the ASSOCIATION.

    B. Meetings: The Board meetings shall take place in at least nine months of the year, not to include December. The BOARD shall hold a reorganization meeting after the new BOARD members are installed, and before the next regular ASSOCIATION meeting, at a time and place to be selected by the President. Additional BOARD meetings may be held at such time as determined by a majority of the BOARD at a prior BOARD meeting. The president when he/she deems necessary may call a special meeting of the Board of Directors. Where the President is unwilling or unable to act, such a meeting may be called by a quorum of directors.

    SECTION 5.

    All officers shall be empowered to receive funds in payment of dues, and shall be required to submit all such funds to the Treasurer within five (5) days of their receipt. No cash shall be accepted by any Officer, unless an acceptable receipt or copy thereof is issued for such payment.

    SECTION 6.

    Election of Officers, Directors and Directors Emeritus: During the month of September each year, a nominating committee of three (3) regular ASSOCIATION members shall be selected by the President with the concurrence of the BOARD, to nominate officers and directors and Directors Emeritus for the succeeding year. The report of the nominating committee shall be presented at the regular January meeting of the ASSOCIATION. During that meeting additional nominations from the floor shall be permitted. Where none are made, the entire slate may be elected by acclamation. If there are additional nominations, each candidate shall be permitted to speak on his candidacy for a time not to exceed five (5) minutes. Election for each office shall be by secret ballot of the regular members, and favorable votes from a majority of the regular members present shall elect each candidate. Each office shall be filled by separate balloting. Nominations for the succeeding contested office shall be reopened after election of the preceding officer. Election and installation of officers shall take place during the regular January meeting. The term of office for all officers and directors and director emeritus shall end upon the installation of a successor. Further, no officer or director or director emeritus shall hold the same office for more than two (2) consecutive terms. This term limit shall not apply to the Past President.

    SECTION 7.

    Removal of Officers and Suspension – The same provisions governing the removal of members shall govern the removal of officers of the ASSOCIATION. In addition, any officer or director or director emeritus who, without excuse, fails to attend three consecutive regular meetings, or three consecutive BOARD meetings, or who does not perform duties assigned to him or her may be removed from the BOARD upon a two- third (2/3) vote of the BOARD at a meeting at which a quorum is present. Any officer or director or director emeritus allowing public use or publicity of his position in this ASSOCIATION in violation of these By-Laws shall be immediately deemed suspended from all his duties and can only be reinstated by a majority vote of the regular members at the next regularly called meeting. In the interim, the President may assign to another officer, regular member, or director or director emeritus the suspended BOARD member’s responsibilities.

    SECTION 8.

    Replacement: Should any officer or director or director emeritus other than the President become unwilling or unable to continue in their office, or be promoted, suspended or removed from their office, a replacement may be elected by a majority of the BOARD at a meeting wherein a quorum is present, to fill the office for the remainder of the term.