San Jose Downtown Residents Association By-Laws
Click here to download a copy of the SJDRA By-Laws.
ARTICLE I: NAME
The name of the association shall be the San Jose Downtown Residents Association, hereinafter referred to as "SJDRA" or "DRA." The association is located in the city of San Jose, California.
ARTICLE II: MISSION STATEMENT
The mission of the association is to provide a voice for a diverse socio-economic group of residents of the downtown San Jose core, promote a partnership with the city government and neighborhood businesses by participating in policy and planning processes , educate residents about neighborhood issues, and maintain and promote the downtown core as a livable, family-oriented community with a high quality of life.
ARTICLE III: ASSOCIATION JURISDICTION
SECTION 1. The SJDRA shall be non-commercial, non-sectarian, and non-partisan.
SECTION 2. The authority, representation, and jurisdiction of this association shall be derived from the resident membership residing within the following boundaries:
Highway 280 (southern boundary) to Julian St. (northern boundary)
Guadalupe Expressway, HWY 87, (western boundary) to 4th St (eastern boundary)
ARTICLE IV: MEMBERSHIP
Section 1. ELIGIBILITY:
Any person who subscribes to and supports the mission of the association shall be eligible for membership.
Section 2. MEMBERSHIP TYPES AND VOTING RIGHTS: The association shall have two types of membership:
a) Resident members, who are adult residents, age 18 or older, residing within the
boundaries of the DRA. Resident members shall elect all association officers and board members. Each member with a paid individual membership is entitled to vote and/or run for office.
b) Non-resident members, who are paid adult members, age 18 or older, residing
outside the boundaries of the DRA.
Section 3. DUES:
The board of directors may determine from time to time the amount of annual membership dues payable to the association. It shall also urge residents to pay dues on or before the first day of the membership year in June but shall accept dues throughout the year. The membership year shall begin on the first day of July and expire on the 31' day of June.
ARTICLE V: OFFICERS and DIRECTORS
Section 1. COMPOSITION. The board of directors shall consist of the four (4) officers, a president, vice president, treasurer, secretary, and up to (7) additional board members.
a) Officers Executive Committee
i) President: The president shall be the principal executive officer of the association. That person shall preside at all meetings of the board of directors and of the general membership, taking an active part in their deliberations but shall not vote unless there is a tie vote before the board. The president shall be empowered to appoint all committees with the concurrence of the board. He/she shall be empowered to sign documents, where appropriate, and in general perform all duties as may be prescribed by the board of directors.
ii) Vice president: In the absence of the president, or in the event of his inability or refusal to act, the vice president shall perform the duties of the president, and when so acting, shall have all the powers of, and be subject to all restrictions upon the president. The vice president shall perform other duties from time to time as assigned by the board of directors.
iii) Treasurer: The treasurer shall have charge and custody of, and be responsible for, all funds of the association, receive and give receipts for monies due and payable to the association from any and all sources, deposit all such monies in the name of the association, and provide periodic status of funds. This person shall perform all duties through the office of treasurer and other such duties from time to time as assigned by the board of directors.
iv) Secretary: The secretary of the board shall be custodian of the association records, responsible for cataloging association correspondence, posting meeting notices, and taking part in all deliberations of the board. The secretary or his/her designate, shall record and publish the minutes of all association meetings. Minutes shall be read, approved and distributed to members at the board of directors at their next business meeting.
b) Board Members
i) Membership Director: The membership officer shall handle all applications for membership to the association. The membership officer shall maintain the membership database (including addresses, phone numbers, and e-mail addresses) for all members and perform such other similar duties as may be assigned by the board of directors.
ii) Newsletter Editor: It shall be the responsibility of the newsletter editor to create (assemble, edit, and print) and distribute the association's newsletter, "Downtown Resident," to association members. The editor shall also be responsible for soliciting and collecting revenues received in conjunction with newsletter advertisements.
iii) Web master: It shall be the responsibility of the web master to maintain, update, and promote the association website www.sjpeople.org. The web master shall maintain, update, and promote the electronic mailing lists as an effective form of communication among the association members.
iv) City Hall liaison officer: The City Hall liaison officer will function as the association's primary representative to the Redevelopment Agency and the San Jose City Council. The City Hall liaison officer shall first and foremost promote the association's ideals, concerns, and agenda before the RDA and City Council.
v) Community liaison officer: The community liaison officer will function as the association's primary representative to the Downtown San Jose Association and other neighborhood/community associations.
vi) At large officers (2): The remaining directors of the board shall perform any duties assigned by the board of directors and may be expected to chair such committees crime watch, graffiti, street cleaning, traffic, and to represent the association on such task forces as the civic center and joint library buildings..
Section 2. TERM OF OFFICE. The term of office shall be for one (1) year beginning with the board meeting following the election of the officers. No officer may hold the same position for more than two consecutive terms.
Section 3. VACANCIES: A vacancy of the board of directors shall be filled by the board for the remainder of the term of office. Vacancies should not be left unfilled for more than 180 days unless agreed upon by simple majority of the board.
Section 4. REMOVAL: Any officer or director may be removed by the board of directors whenever such member does not attend three consecutive board meetings without a legitimate reason, does not perform the duties of his/her office, or takes action in violation of the by-laws.
Section 5. POWERS AND DUTIES. The board of directors shall:
a) Be responsible for the conduct and management of the business of the association;
b) Supervise preparation and maintenance of the policies and procedures for the association and its activities;
c) Appoint committees as needed;
d) Represent the association at community and other functions deemed appropriate by the board of directors; and
e) Supervise the preparation of the budget and approve all expenditures.
f) Section 6. MEETINGS.
a) Regular meetings. Regular meetings shall be held no less than monthly and are open to the general public.
b) Annual meetings. A meeting shall be held no less than annually for the purpose of electing officers.
c) Special meetings: any board member with 5 days notice may call special meetings.
d) Closed meetings: Regular or special meetings may be closed. The purpose of any closed session shall be included in the minutes and reported at the next open meeting.
e) Parliamentary procedure: SJDRA meetings will be conducted according to the accepted official copy of Roberts' Rules of Order.
Section 7. QUORUM. A quorum shall be determined when at least 2/3 of sitting members of the board of directors are present.
Section 8. CONFLICT OF INTEREST. Each-member of the board of directors is to avoid conflict of interest or the appearance thereof between their political, personal, professional, and financial interests and the stated purpose of the association.
ARTICLE VI: NOMINATIONS AND ELECTIONS Section 1. NOMINATIONS
a) A nominating committee of at least three (3) members shall be elected at the annual meeting. The board of directors shall fill vacancies in the committee.
b) The nomination committee shall mail to all members a notice of the annual meeting with a slate containing nominees for all elective positions including the subsequent nominating committee. Any member who has submitted a statement of interest to the nomination committee within the announced time frame shall be included.
Section 2. ELECTIONS.
a. Board members shall be elected at the annual meeting of the association.
b. Voting shall be by ballot. Mail-in/return ballots may be used.
c. Election shall be by a plurality of those voting, provided that the number of voters is equal to at least 10% of the membership.
ARTICLE VII: FINANCE
Section 1. FISCAL YEAR. The fiscal year of the association shall be July 1st to June 31st.
Section 2. BANK ACCOUNTS. All funds will be kept in a financial institution requiring two signatures for any withdrawal. The authorized signatures shall be those of the president, vice president, treasurer, and secretary. Any two of these officers may authorize expenditures up to $100.00. The board of directors must approve expenditures over $100.00.
Section 3. DISSOLUTION OF THE ASSOCIATION.
The property of the organization is irrevocably dedicated to social welfare purposes and no part of the net income or assets of this organization shall ever revert to the benefit of any director, officer, or member thereof or to the benefits of any private persons.
Upon the dissolution of the association, its assets remaining after payment, or provisions for payment, or all debts and liabilities of this organization shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for social welfare purposes and which has established its tax-exempt status under Section
501 (c)(4) of the Internal Revenue Code.
ARTICLE VIII: PARLIAMENTARY AUTHORITY
Section 1. AMENDMENTS. Amendments to the by-laws may be proposed by the association, the board, or a request made to the board by 10% the association, all of whom have been members in good standing for the preceding six months.
Section 2. ASSOCIATION. The by-laws may be amended or revised at an association meeting or by mail-in/return ballots by a 2/3 vote of members voting, provided that the number of voters is equal to at least 20% of membership and that notice of the proposal and manner of voting has been given.
Section 3. BOARD MEMBERS. With the exception of Article V, Section 1 and Section 2 or the adoption of a new set of by-laws, the board may amend these by-laws by a 2/3 vote of its members; provided, notice of such proposal has been given at the previous board meeting and notice sent to those members not present at the meeting. The general membership shall be notified of any by-law changes in the newsletter and/or at the annual meeting.
