RPNA Bylaws

River Park Neighborhood Association

Sacramento, California

Established January, 1993 Amended May 5, 2003 Amended November 19, 2009 Amended May19, 2016

Article 1: Name

This organization shall be known as the River Park Neighborhood Association, Inc. The official abbreviation for this organization shall be RPNA.

 

Article II: Description

This organization is a non-profit public benefit corporation incorporated under the laws of the State of California and organized under Section 23701(f) of the California Revenue and Taxation Code.

 

Article III: Purpose

The purpose of the RPNA shall be to:

a) Enhance the livability of the River Park community by establishing and maintaining an open line of communication with, and acting as liaison between, the neighborhood, government agencies, and other neighborhoods and associations.

b) Provide an open process by which all members of the neighborhood may involve themselves in the affairs of the neighborhood.

c) Recognize that the property of this association is irrevocably dedicated to charitable and public benefit purposes, and no part of the net income or assets of this association shall ever inure to the benefit of any Board member (including officers thereof) or voting member or to the benefit of any private person.

 

Article IV: Membership

Section 1: Membership in RPNA shall be open to all residents, businesses, and property owners located within the boundaries of RPNA as hereinafter defined by these By-laws.

Section 2: Where a resident of a property and the property owner for that same property both pay dues, both the resident and the property owner shall be considered individual voting members. Each paid member shall be entitled to one vote.

Section 3: The annual dues for voting (residents/property owners) and non-voting (businesses) members shall be established by the Board of Directors at any regularly scheduled Board meeting.

Section 4: The Board may, at its discretion, establish one or more classes of non-voting members, with such rights and obligations as the Board finds appropriate.

 

Article V: Election of Board of Directors

Section 1: The Board of Directors of RPNA shall consist of eleven (11) Board members, unless a reduced number of Board members are established as set forth Section 5. These Board members shall perform the duties prescribed in Article VII of these by-laws.

Section 2: The term of office for each member of the Board shall be two (2) years and the terms of members of the Board shall be staggered as provided in Section 3 of this Article.

Section 3: Only persons who are RPNA voting members in good standing and reside in River Park shall be qualified to hold an elected or appointed office. Call for nominations shall be published in the RPNA Newsletter no later than September of each year. In addition, a three-person nominating committing (including at least one who is not currently serving on the RPNA Board) shall be selected to seek nominations from the membership.

Established January, 1993 Amended May 5, 2003 Amended November 19, 2009 Amended May19, 2016

Following nominations, an election to fill the positions of five Board members shall be held each year ending in an odd number (for a two year term beginning on the following January 1); and an election to fill the positions of six

Board members shall be held each year ending in an even number (for a two year term beginning on the following January 1).

Section 4: All voting members shall be a single vote to be cast in elections for the Board.

Section 5: Directors shall be elected to the Board by ballots made available to all voting members. The method of distribution of ballots will be determined each year by the Board (e.g., mail, electronically, etc.) and the candidates receiving the most votes shall be elected to the Board of Directors.

In the event there are fewer candidates than vacancies, the Board has the discretion to reduce the number of Board members for that calendar year and appoint those candidates as Board members by a majority vote, negating the need and cost of an election. In the event there are an equal number of candidates to vacancies, the Board has the discretion to appoint those candidates as Board members by a majority vote, negating the need and cost of an election. In the event of a tie vote in the election, the tie shall be broken in a manner determined by the then-sitting Board of Directors.

Section 6: At the first regular Board meeting held after January 1 of each year, the Board of Directors shall elect officers from within the Board, consisting of President, Vice President, Secretary and Treasurer.

Section 7: The Board may fill any vacancy on the Board or any vacancy on a special committee by a majority vote of the Board. If a Board or committee member is absent from three consecutive meetings, the Board, in its discretion, may declare the position vacated. The person appointed by the Board to fill the vacancy shall serve the remainder of the unexpired term or until a successor is elected. The person appointed by the Board shall be a member in good standing of RPNA.

Section 8: Six members of the Board may submit a written request at a meeting of the Board for any Board member’s resignation. If the Board member so requested chooses not to resign, then the Board may remove that member if seven Board members so vote.

 

Article VI: Meetings

Section 1: The regular meetings of the Board of Directors shall be held monthly on a regularly scheduled day, with the exception of December, when the Board may choose to recess. Additional meetings of the Board may be called by the President upon reasonable notice. Only members of the Board shall be entitled to vote at the regular meetings of the Board.

Section 2: RPNA shall be at least one general meeting held each year. All general meetings shall be held after reasonable advance notice to all current members of RPNA. The purpose of the general meeting is to receive reports from officers and committees, and for any other discussion of issues that relate to RPNA.

Section 3: Special meetings may be called by the Board as deemed necessary.

Section 4: All meetings of RPNA (including general meetings, special meetings, monthly meetings, and committee meetings) shall be open to any person who wishes to attend.

Section 5: Agendas for general, special, and monthly meetings shall be prepared by the President and the Board.

Section 6: A quorum of the Board shall consist of a majority of Board of Directors. Any motion passed by the Board shall require a majority vote.

Section 7: The RPNA shall follow Robert’s Rules of Order in all areas not covered by these by-laws.

 

Article VII: Duties and Responsibilities of Board of Directors

Section 1: The affairs of the RPNA shall be managed by the Board. The Board shall be accountable to the membership, shall seek the views of those affected by proposed policies before adopting a recommendation on behalf of RPNA, and shall strictly comply with these By-laws.

Section 2: The responsibilities of the officers of the Board of Directors are as follows:

a) The President shall prepare the agenda and preside at all meetings of the Board and all other meetings. The President shall appoint Board members to chair the standing and select committees.

b) The Vice President shall assist the President and in the President’s absence shall preside at all meetings of the Board and all other meetings.

c) The Secretary shall keep Minutes of all meetings and shall make the Minutes available, upon request, to all members.

d) The Treasurer shall be held accountable for all funds and shall give an accounting at each Board meeting and general meeting. The Treasurer shall receive, keep safe, and disburse RPNA funds. All disbursements over the amount of $1,000 shall require the signature of the President. The Treasurer shall oversee the timely filing of all required federal and state tax and information reports.

Section 3: The Board shall communicate all actions or recommendations of the general or special meetings to all affected parties. This communication shall include all supporting documentation. The Board shall also communicate to the membership the regular meeting schedule of the Board.

 

Article VIII: Committees of the Board of Directors

Section 1: Committees may be established as needed and may include, but not be limited to:

a) The Public Relations Committee and the Editor shall be responsible for publishing the RPNA Newsletter which is distributed to all RPNA members no fewer than four times per year. This committee shall notify the membership of meetings, elections, and events.

b) The Neighborhood Watch Committee shall organize and direct the citizens’ patrol program and
act as liaison to law enforcement. The Chair of the Neighborhood Watch Committee shall provide monthly reports to the Board and will collect data as available from law enforcement and from the community, and provide regular written reports in the RPNA Newsletter.

c) The Finance Committee shall develop an annual budget, set financial goals, and establish funding strategies to achieve them. The Treasurer shall be the Chair of the Finance Committee.

d) The Membership and Elections Committee shall organize and conduct orderly and informed elections of the Board and shall maintain and update the membership and mailing lists.

e) The Neighborhood Improvement Committee shall work toward the maintaining and enhancement of the livability and value of the River Park neighborhood and its properties, including aesthetic and environmental quality.

f) The Events Committee shall plan and coordinate community events, namely the July 4th Parade & Festival. The Committee will endeavor to establish new events in the community that may also serve as fund raisers.

Established January, 1993 Amended May 5, 2003 Amended November 19, 2009 Amended May19, 2016

Established January, 1993 Amended May 5, 2003 Amended November 19, 2009 Amended May19, 2016

Section 3: Only members of the Board or members of RPNA may serve as chairpersons of committees.

Section 4: The Chair of each committee shall appoint members for that committee only from among the Board members or RPNA members. The Chair of each committee shall report to the RPNA Board on a regular basis.

 

Article IX: Authority of the Board of Directors

Section 1: Expenditures of any funds over $300 from the accounts of RPNA shall have Board approval. Section 2: The Board has the authority to act on behalf of RPNA.

Section 3: The Board may not expend any funds for the purpose of employing any Board member to perform the duties related to the function of RPNA. Any participation on the committees shall be voluntary except for professional legal services or other services that may be necessary to uphold the purposes of RPNA as outlined in these By-laws.

Section 4: The Board shall act as liaison on behalf of RPNA on all issues described in Article III. However, the Board, as a whole, or individual members thereof, shall not endorse or oppose any person or ballot measure or otherwise participate in any political campaign on behalf of RPNA.

Article X. Amendment of By-laws or Change of Formation

Section 1: These By-laws may be amended at any Board meeting by a motion approved by a majority vote of the Board, provided that the amendment has been submitted in writing at the previous general meeting.

Section 2: Upon dissolution, or winding down of the association, its assets remaining after payment, or provision of payment, of all debts and liabilities of the RPNA shall be distributed by the Board of Directors to a non-profit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 23701(f) of the California Revenue and Taxation Code. The Board of Directors shall make that decision.

 

Article XI: Advisory Council

The Board of Directors may establish a Council of Advisors. Qualified candidates may be nominated to the Council by any member of the Board. Upon approval by a majority of the Board, the candidates will be appointed by the Board to serve a two-year term on the Council. Service may be extended for subsequent two-year terms if, and as, approved by the Board.

The purpose of the Council is to advise the Board on matters of concern that are within the scope of RPNA’s purposes and goals. It is expected that Council members will provide input and guidance on matters of concern to the RPNA, and attend Board meetings when these matters of concern are on the Board’s agenda. Only person who are RPNA members in good standing shall serve as members of the Council of Advisors.

 

Article XII: Boundaries of RPNA

The boundaries of RPNA shall be as follows:

Beginning at the American River Parkway levee junction with the Capital City Freeway, then east along the Parkway levee to the H Street Bridge, then along H Street to the Union Pacific Railroad tracks levee, then along the Union Pacific tracks levee to the Capital City Freeway.

Section 2: The President may create other such committees as are required from time to time.