Adopted November, 1951, Amended October 20, 2005; Feb. 12, 2009; March 26, 2016; March 30, 2021; April 11, 2022
I. NAME
1.1 The name of this organization shall be THE BAYSIDE ACRES NEIGHBORHOOD ASSOCIATION (“Association”, “BANA”).
II. PURPOSE
The purposes of this Association are:
2.1 To encourage and promote the improvement, maintenance and preservation of the areas designated on the official maps of Marin County as BAYSIDE ACRES SUBDIVISION as an attractive and safe residential district;
2.2 To represent its Members to other organizations and governmental agencies relating to any issues, events, projects or other activities both within the Bayside Acres Subdivision and in the surrounding community that impact its Members; and
2.3 To encourage and promote cooperative action by, and communication among, the Members of this Association towards the accomplishments of these objectives.
III. MEMBERSHIP
3.1 All parcel owners in the Bayside Acres Subdivision are eligible for membership in this Association. All owners of one parcel are collectively considered a “Member” and one membership is available for each parcel within the Subdivision. Each such Member is entitled to one (1) vote. A parcel owner becomes and shall remain a Member of this Association upon the annual payment of dues to the Treasurer of this Association.
3.1 Any Member may resign at any time by written notice to the President or to the Secretary. A Member whose property is sold shall automatically cease to be a Member.
3.3 If in any given fiscal year, a Member should resign and then choose to re-apply for membership in that same year, it shall be as if that Member had not activated their membership in that year and dues must be paid again.
IV. DUES
4.1 The fiscal year for the Association shall be from April 1 to March 31. Dues shall be payable annually as of the first day of the fiscal year. Dues shall be set and may be changed from time to time by majority vote of those present or by proxy at a membership meeting. Dues are non-refundable and shall be set on a per-Member basis.
V. MEETINGS
5.1 Meetings of the Association shall be held on call of the President, by any two members of the Board, or upon petition to any officer of the Board by at least 10 Members of the Association. Notice of meetings shall be sent at least 14 days in advance to all Members by e-mail or fax, if possible, or by regular mail if not.
5.2 A minimum of one meeting of the Association, the Annual General Meeting (AGM), shall be held each year for the election of Board members to expired terms and the setting of dues for the coming fiscal year. Unless circumstances dictate a change, the Association meeting for the election of Board members, setting of dues and other business of the Association shall occur in the fourth quarter of the fiscal year. The date of this meeting shall be set by the Board, and Membership notification by e-mail, fax or regular mail shall occur no later than 2 weeks before the meeting.
5.3 Annual General Meetings, Special Meetings, and Meetings of the Board shall be held at a place designated by the President or by another officer of the Association in the absence of the President. Location of an Association meeting shall be within the Bayside Acres Subdivision if at all possible or, otherwise, at a location nearby. Meetings may also be held by video conferencing or voice conferencing as determined by a majority of the Board of Directors.
5.4 A vote of a majority of the Members present at any meeting either in person or by written proxy shall be determinative upon matters coming before the meeting with the exception of assessments (Section IX) and modification to these bylaws (see Section X). Such majority may delegate to the Board of Directors, or to Members and Committees selected by the Association or by the Board, such Association matters as approved by the Members.
5.5 At the discretion of the Board of Directors matters deemed not sufficient in importance to require a membership meeting or for which an in-person meeting may be contraindicated may be submitted to the Members for vote by e-mail or regular mail. The results of such a meeting shall be documented in special minutes.
5.6 At the discretion of the President, matters deemed not sufficient to require a Board of Directors meeting or for which an in-person meeting may be contraindicated may be submitted to the Board of Directors for vote by e-mail or regular mail. The results of such a meeting may be documented within the minutes of the next Board of Directors meeting.
VI. BOARD OF DIRECTORS
6.1 The Association shall have a Board of Directors (the “Board”) consisting of 9 Members elected by the membership at an Association meeting held in the fourth quarter of the fiscal year.
6.2 Nominations for Board membership shall be submitted to the Board prior to that meeting or at that meeting prior to the vote. To be valid, nominees to the Board must accept their nomination either in writing or verbally to a Board member.
6.3 A Board member shall be elected for a three-year term. The terms shall be staggered so that three Board positions expire at the end of each fiscal year. A Member may be elected to the Board without limit to the number of terms served. Board members shall serve without compensation.
6.4 A Board member shall be removable at any time by a vote of a majority of the entire membership. Any vacancy on the Board shall be filled for the unexpired term by a majority vote of the Board for the unexpired term.
VII. OFFICERS, DUTIES OF OFFICERS
7.1 The Board shall elect from among the Board members the following Officers to serve one-year terms: a President, Vice-President, Secretary and Treasurer.
7.2 The President shall preside over the meetings of the Association and the Board and in his absence the Vice-President shall preside. Meetings of the Board shall be called by the President, the Vice-President or two Board members.
7.3 The Secretary shall keep minutes of the Association and Board meetings and shall keep the records of the Association.
7.4 The Treasurer shall collect dues from the Members and disburse Association funds as directed by the Board and/or vote of the membership.
VIII. EXPENSES, FINANCIAL REVIEW
8.1 The Board shall be authorized to incur expenses for records, stationary, postage, Association events, room rental for Association meetings, and normal operating costs or other costs within the limits of the funds available to the Association and approved by the Board.
8.2 On the request of at least 3 Members of the Association, the Board shall appoint a Financial Committee consisting of 2 Members who are not on the Board. The Financial Committee shall review the books of the Association and provide a report to the Membership within 3 months after its appointment.
IX. ASSESSMENTS
9.1 No expenses, other than those defined in Section VIII, shall be incurred, and no obligation or liability shall be assumed by the Board or any Member, for, or on behalf of, the Association or its Members without authorization by a vote of a majority of the entire membership, voting by e-mail, fax, in writing or at a meeting of the Association. In the event of an assessment, any Member may avoid payment of the assessment by resigning.
X. AMENDMENTS
10.1 These bylaws may be amended at any time by the vote or written assent of Members constituting two-thirds of the Members who vote on the amendment.