By-Laws of the Westdale Homeowners Association
I. PREAMBLE.
Westdale Homeowners Association (hereafter referred to as “the Association”), a private, non-profit corporation organized under and existing by virtue of the laws of the State of California, was established for the purposes set forth in Article II of its Article of Incorporation of August 30, 1949.
II. MEMBERS & VOTING.
A. Owners, or, if designated by the owners in writing, the tenants, of single family dwellings within the boundaries set forth below shall be eligible for membership in the Association. Voting at membership meetings shall be limited to one vote per dwelling and the person so voting shall be 18 years of age or older and be current in the payment of dues to the Association.
B. Association membership shall be drawn from the area within the geographical confines of the mid-lines of the following Boulevards: National on the north; Sawtelle on the east; Palms on the south; and Inglewood on the west.
III. BOARD OF DIRECTORS.
A. The Board of Directors (hereafter referred to as “the Board”) shall authorize and approve all business of the Association. The Board shall keep the activities of the Association within the authority granted them in the Articles of Incorporation of Westdale Homeowners Association, shall not at any time or for any purpose authorize the borrowing of money or the issuing of notes or other obligations and shall not authorize the contracting of debts beyond the current balance of funds in the treasury of the Association. The Board shall not at any time, in any way, involve the Association in partisan political activities, nor shall it permit any officer or member to engage in such activity in the name of the Association.
B. If not re-elected to the presidency or to some other office, upon completion of his or her term as President of the Association, the outgoing President shall automatically serve as a member of the Board of Directors for a two-year term. The other Directors and the Officers shall be elected for a term of two years. All Officers shall automatically become Directors.
As many Directors shall be elected at the general Association meeting to be held in January of each odd numbered year as shall be necessary to comprise a Board of eighteen members. No one shall be a Director who is not a member of the Association. Interim vacancies among Officers and Directors may be filled by the Board except as provided in paragraph IV B. A vacancy shall be deemed to exist when a Director or Officer is absent without excuse from three Board meetings during a calendar year. Prior to the Board meeting a Director or Officer shall notify another Officer if he or she will be absent from the meeting and of the reason for the absence. In the absence of such notification, the absence is presumed to be unexcused; but if such notification is given, the absence is presumed to be excused. As to both presumed excused and unexcused absences, the contrary may be determined at the Board meeting or the next Board meeting by a vote of two-thirds of the members of the Board present and voting or ten members, whichever is more.
C. The President shall call at least five Board meetings at convenient intervals in each calendar year. The Board shall convene by call of the President or any Vice-President or any five Directors. Except in the case of an emergency meeting, notice of which may be given to the Directors by telephone, notice of each Board meeting shall be mailed or delivered by hand to the members of the Board of Directors at least ten days before such meeting.
D. A majority of Directors shall constitute a quorum of the Board.
E. Any Director can be recalled by vote of two thirds of the members attending a meeting at which such matter is duly calendared. To request a recall, a petition shall be signed by not less than twenty five members of the Association and presented to the Board. The President shall, within fifteen days after receipt of any such petition, cause a written notice to be sent to all members of the association advising them of the petition to recall and calling a General Association meeting to be held not less than seven nor more than thirty days after delivery of such notice for a vote upon such recall.
F. Any Director may be removed from the office for just cause by a vote of two-thirds of the members of the Board of Directors present and voting or ten members, whichever is more.
G. Directors shall hold office until their successors are elected at a general Association meeting or by the Board of Directors unless such Directors were removed or recalled from the Board of Directors, vacated their position by absence for the Board meetings, or resigned.
IV. OFFICERS.
A. President. The President shall act as the Chair of the Board and shall conduct the affairs of the Association subject to the general supervision of the Board.
B. Vice-Presidents. There shall be three Vice-Presidents, who shall be designated First Vice-President, Second Vice-President, and Third Vice-President, respectively. The First Vice-President can act for the President with all of the latter’s power at the request of the President, or upon the specific instructions of the Board. In the event of the absence of the First Vice-President, the Second Vice-President may so act. In the event of the absence of the Second Vice-President, the Third Vice-President may so act. In the event of the death, resignation, or incapacity of the President, the First Vice-President shall become President. The duties of the three Vice-Presidents shall be as determined by the President.
C. Secretary. The Secretary shall keep the minutes of all Board and general Association meetings.
D. Treasurer. The Treasurer shall be responsible for the safekeeping of all moneys of the Association, and for the keeping of accounts. The Treasurer or the President or First Vice-President shall sign all checks.
E. Officers shall hold office until their successors are elected at a General Association Meeting or by the Board of Directors unless such officers were removed or recalled from office or unless they vacated their positions by absences from Board meetings as set out in Part III above, or redesigned.
F. Officers may be removed or recalled by the procedures outlined above for Directors in Part III above.
V. ELECTIONS.
A General Association meeting shall be held in the first two weeks of January of each odd-numbered year for the election of Officers and Directors. At least sixty days prior to such meeting the President, with approval of the Board, shall appoint a committee of five members (who may, but need not be members of the Board) to recommend a slate of nominees for election. The President shall not be a member of this nominating committee. The head of the Nominating Committee shall place the names in nomination. Nominations may also be made from the floor. Officers and Directors shall take office immediately upon election at the general Association meeting or by the Board of Directors after an appropriate ceremony.
VI. COMMITTEES.
The President, with the approval of the Board, shall appoint the heads of all committees and shall have the power to select and to approve or disapprove of the selection of committee members. Committee members shall not be selected by the President for a term which extends beyond the term of the President. All committee members shall be members of the Association.
VII. GENERAL ASSOCIATION MEETINGS.
A. All general Association meetings shall be open to the general public. Non-members shall not be entitled to vote. There shall be no admission charge for any general Association meeting. Notice of all general Association meetings shall be placed in the mail to all members at least ten days prior to the meetings or delivered by hand to the homes of all members at least ten days prior to the meetings.
B. General Association meetings may be called at any time by the President with the approval of the Board. The President shall call one meeting with the approval of the Board. The President shall call one meeting per calendar year during the first two weeks of January at a convenient time and place. At this annual January meeting the President and the Treasurer shall report on the business of the Association, elections shall be conducted in each odd-numbered year and such other business may be conducted as may be calendared in advance or duly requested by members present. Other general Association meeting shall also be called by the President at such times and placed as the Board of Directors believes convenient for a majority of the members not less than ten nor more than twenty days following delivery to the President of a request therefore signed by fifty or more members entitled to vote.
C. Twenty-five (25) voting members shall constitute a quorum.
VIII. DUES.
Dues shall be as determined by the Board of Directors per calendar year per residence. Payment of dues, and, thus, membership in the Association, shall be voluntary.
IX. RULES OF ORDER.
The rules contained in Robert’s Rules of Order shall govern the association in all cases in which they are applicable.
X. AMENDMENTS.
The foregoing by-laws may be added to, amended, or repealed at any Association meeting by a two-thirds vote of all voting members present, provided that written notice of such proposed amendment shall have been placed in the mail to all members at least ten days prior to the date of the meeting at which the amendment is to be voted upon, or delivered by hand to the homes of all members at least ten days prior to the date of the meeting at which the amendment is to be voted upon.
XI. DISSOLUTION.
In the event this corporation is dissolved, any funds or property on hand at the time of such dissolution shall be donated to the United Way.
Resolution for By-Laws approved by Board of Directors , Westdale Homeowners Association, November 18, 1981
Brigitte Landy, President
Approved by General Membership, January 6, 1982