BY-LAWS

ROSEMONT COMMUNITY ASSOCIATION, INC.

Final – Adopted May 8, 2013 – Downloadable files provided below:

ARTICLE I – NAME

This corporation shall be known as the Rosemont Community Association and it shall be incorporated under that name as a non-profit organization pursuant with its Articles of Incorporation in accordance with the laws of the State of California.

 

ARTICLE II – CORPORATE POWERS

The corporate powers of the Association shall be vested in a Board of Directors as described in Article IV, who shall be members in good standing in the Association.

 

ARTICLE III – PURPOSE

While enumerated in detail in the Association’s Articles of Incorporation, the general purpose of the Association is to enhance, advocate and secure the safety, economic, social and community conditions in Rosemont by working with residents, businesses, agencies and organizations affecting our community.

 

ARTICLE IV – BOARD OF DIRECTORS

  1. The Board of Directors shall consist of no more than fifteen (15) or less than nine (9) directors. Terms for Directors shall be for three years and the terms shall be staggered so that in any year no more than five (5) seats shall be up for election, except in case of filling an open seat created by an early resignation of a Board member.
  2. A majority of then existing Directors shall constitute a quorum at any duly called Directors meeting.
  3. To fill vacancies, Directors shall be elected annually by vote of members in good standing. A secret ballot may be called for by five (5) percent of the membership. An election is to be held at the annual membership meeting for the purpose of electing a sufficient number of directors to replace those directors whose terms are expiring, or who have or are resigning before their term is completed. The ballot shall contain the names of at least as many persons as there are vacancies, two or more names for each vacancy if possible. If a sufficient number of members are not in attendance at the annual meeting to conduct an election, the Board thereafter may fill vacancies by appointment as provided in these bylaws.
  4. In the course of the year the Board may appoint new Board members to fill vacancies; such appointees shall stand for election in the next election cycle, and the Board may assign appointees to the terms of vacant seats.
  5. Communications and business may be conducted by the Board electronically between Board meetings provided all Board members can receive and be knowledgeable of all communications pertinent to the subject, and with actions subject to ratification at the next normal Board meeting.
  6. The Board may set policies and establish programs for the Association within its authority under the Articles of Incorporation and these bylaws. Any such policies shall be compiled, published and available to the membership for review.

 

ARTICLE V – OFFICERS

  1. The officers of this Association shall be a President, Vice President, Secretary, and Treasurer. The Directors shall elect the officers of the Association from among themselves annually at the July meeting of the newly elected and seated Board of Directors after the annual election.
  2. The President may appoint committees and task forces comprised of either or both Board members and non-board members to accomplish specific actions or projects subject to the oversight and approval of the full Board.

 

ARTICLE VI –BOARD MEETINGS

  1. Meetings of the Board of Directors and special meetings shall be conductedin accordance with Roberts Rules of Order.
  2. Meeting dates and times shall be set by the Board to accommodate members and effective accomplishment of business.
  3. Notices of all Board meetings of the Association shall be published on the Association’s web site, and by such other means the Board may deem appropriate, at least one week prior to the meeting, except when time is of the essence. When one week’s notice cannot be published, the Board of Directors shall notify the members by whatever means it deems to be practical. Notices are to include at least a preliminary agenda with sufficient descriptions for the membership to know what is being considered.
  4. The Board of Directors shall meet at intervals as it deems necessary to conduct Association business.
  5. Members shall have the right to attend all meetings of the Board of Directors and general membership and to be recognized to speak by the Chairman of the meeting, except that members shall not have the right to attend portions of meetings during which confidential personnel matters, or matters subject to the attorney-client privilege, are discussed.

 

ARTICLE VII – ANNUAL MEMBERSHIP MEETING

  1. The Association shall hold an annual meeting of the membership at the place and on the date that the Board of Directors determines.  At the annual meeting the Board shall report the activities of the Association to the members and other business shall be transacted as may be properly brought before the meeting.
  2. All members of the Association shall be given notice of the time and place of the annual meeting at least sixty (60) days prior to the meeting.
  3. At all regular and special membership meetings of the Association, a minimum of ten percent (10%) of the membership shall constitute a quorum for the transaction of business. A majority vote of the quorum attending shall be sufficient to take action.

 

ARTICLE VIII – MEMBERSHIP

  1. The boundaries of the Rosemont area are as follows: West Boundary – East side of South Watt Avenue from Folsom Boulevard to Jackson Road. South Boundary – North side of Jackson Road from South Watt Avenue to Bradshaw Road. East Boundary – West side of Bradshaw Road from Folsom Boulevard to Jackson Road. North Boundary – South side of Folsom Boulevard from Bradshaw Road to South Watt Avenue.
  2. Membership in the Association shall be available to all property owners of record, adult residents, and business owners or managers or their designee,  in the Rosemont area, Sacramento County, California.
  3. Members shall retain the right to bring to the Board any matter that affects the Rosemont area and propose action. Members are entitled to review the minutes of all meetings, all financial reports, and correspondence of the Association unless it is the subject of litigation or of a confidential personnel nature.
  4. New members shall be required to pay one (1) years membership dues, payable in advance. The amount of such dues shall be determined by a vote of the Board of Directors. Special assessments may be levied only by a vote of the membership at a regular or special meeting of the Association.
  5. There shall be one (1) membership per family, business or individual adult resident or employee. Each family, business, or individual membership shall be entitled to one (1) vote. Proxy and cumulative voting are prohibited.
  6. The privilege of being nominated for election to the Board of Directors and voting shall belong to all members in good standing.

 

ARTICLE IX – REFERENDUM

In the event of matters arising demanding immediate Association action by the membership, the Board of Directors may request the Secretary to conduct a referendum ballot among all of the Association’s members, either by US mail or email or both. A majority decision of such a ballot will be controlling provided that at least ten percent (10%) of the Associations’ membership of record participate in the voting.

 

ARTICLE X – BONDING AND FINANCES

  1. All persons handling Association funds shall be bondable.
  2. The Association’s bank accounts shall be maintained with the signatures of at least two of the four officers, who have the approval of the Board of Directors.
  3. The Board of Directors shall cause the finances and the financial records of the Association to be accurately and timely maintained and open to the inspection of the membership.

 

ARTICLE XI – DISSOLUTION

In case of dissolution, the assets of this Association are to be used as follows:

  1. To pay all indebtedness of the Association;
  2. To pay all the expenses of liquidation;
  3. The remainder to be donated to such non-profit organizations as may be designated by the Board of Directors or vote of the membership at the time of dissolution.

 

ARTICLE XII – AMENDMENTS TO BY-LAWS

These By-laws may be revised or amended by a majority vote of the members in good standing present at a meeting designated for such action and in accordance with Article VII hereof.

 

Amended:

April 4, 1978

April 7, 1988

April 30, 1992

April 29, 1993

April 28, 1994

May 8, 2013

______________________________________________________________

Rosemont Community Association
Board of Directors Policies Implementing the Bylaws

Final – Adopted May 8, 2013

 

These policies shall be in conformance with the Association bylaws, and may be amended or revised on the Board’s own initiative and action.

 

BOARD OF DIRECTORS

Refer to Bylaws section IV

Board Description

  1. The Rosemont Community Association Board of Directors serves as the governing body of the Association.
  2. The Board shall manage the affairs of the association within the limitations set forth in the bylaws and any other limitations lawfully imposed.
  3. The Board has fiduciary responsibility for all assets of the Association.

Director Responsibilities

  1. The position of director carries with it a wide scope of activity with many duties and responsibilities.  It is one of service, dedication and unselfish effort.  Comments, opinions, and answers given by members of the Board are considered official and representative of RCA policy and are quickly disseminated throughout the Association and community.  Thus, the position carries with it the need for caution and a surety of facts. When the Board has taken an action on a matter, that then is the official position of the Board and the Association and all Board members need to support it; the Board speaks with “one voice.”
  2. Each Director has the responsibility to serve without a conflict of interest. Should a Board member have an actual, apparent or potential conflict of interest on a matter before the Board, that member must disclose that actual, apparent or potential conflict to the Board, and the Board may in turn waive that conflict, or require that the director (1) not participate in discussions, (2) remove him or herself from discussions, or (3) if the conflict is substantial, ongoing and unavoidable, resign from the Board.
  3. Within the limits of the bylaws, each member of the Board of Directors is responsible for and has commensurate authority to accomplish the following duties:
    1. Attend, speak, and vote at all regular and special meetings of the Board.
    2. Participate in establishment of basic policies that will further the goals and objectives of the Association.
    3. Participate in designation of an officer other than the Treasurer to receive all mail and distribute it as appropriate. That person shall photocopy all bank statements before giving them to the Treasurer so they may be independently reconciled with the Association books.
    4. Participate in reviewing from time to time the relevancy and validity of current programs.
    5. Participate in dissemination of information concerning RCA activities, programs, and policies to promote a better understanding of its services to the community.
    6. Be responsible to the members of the Association for all their activities and to see that programs and policies of the Association reflect the needs and best interest of the community as a whole.
    7. As provide in Article IV.5 of the bylaws, it is understood that a Board action can be taken without a meeting only by unanimous written consent, pursuant to California Corporations Code Section 7211(b); thus, the Board’s interim action would only become legal once it is ratified by the Board during a meeting.

 

ELECTIONS

  1. The President shall appoint a nominating committee by February of each year to identify and recruit candidates for existing or expected Board vacancies. At least one qualified candidate for each vacancy shall be identified.
  2. Nominations may be submitted by any member of the Association and such nominations must appear on the ballot, provided the person nominated concurs after being interviewed by the Nominating Committee about the responsibilities of a Board member.
  3. The Board of Directors must hold a general membership meeting in April or May of each year, notice of which will be given as in Article XI, for the purpose, among other business matters, of electing members to the Board.
  4. From the ballots received at the annual election for the Rosemont Community Association Board, the high vote getters shall be elected and seated in their order of number of votes to the existing successive longest open terms, commencing July 1 following the election. If, for any reason, more than five (5) seats on the Board are up for election, the next highest vote getter shall be declared elected to serve out the next longest unexpired term, until all seats are filled. Vacancies during the year shall be filled, continuing as described, from the unsuccessful candidates or from Board approved appointees.
  5. Directors who wish to resign because of illness, moving out of the area, press of personal business, etc., shall submit a written resignation to the Board of Directors. Because the business of the Association cannot be effectively conducted unless Directors attend Board meetings, to protect the interest of the Association, the Board of Directors may, at its discretion, request the resignation of any Director who fails to attend three (3) consecutive duly called Board meetings. If after reasonable efforts to do so, the Board is unable to obtain a resignation, the Board of Directors may remove the absent Director at the next Directors’ meeting and send a letter confirming the action.

 

OFFICERS

Refer to Bylaws Article V

PRESIDENT:

  1. The President shall preside over all meetings of the Association and of the Board of Directors.
  2. The President or the Secretary shall sign all contracts and other written instruments which shall first have been approved by the Board of Directors or majority of the membership.

VICE PRESIDENT:

In the absence of the President, or the President’s inability to act, the Vice President shall act as President.

SECRETARY:

  1. The Secretary shall keep a full and complete record of the proceedings of the Board of Directors and of the meetings of the members; shall make service of such notices as may be necessary or proper; and shall discharge such other duties as pertain to the office or as prescribed by the Board of Directors.
  2. If the subject of legal actions or negotiations, related records of the Association may be held confidentially.

TREASURER:

  1. The Treasurer shall receive and safely keep all funds of the Association and deposit same in such financial institution as may be designated by the Board of Directors.
  2. Such funds shall be paid out only on the check of the Association signed by the Treasurer if the amount is $500 or less, or by any two of the authorized signatures on the account if the amount is over $500. The Treasurer shall also supervise and control the keeping of the books and accounts of the Association.
  3. The Treasurer shall make a complete written accounting and full disclosure to the Board of the financial actions and status of the Association at each of its monthly meetings, and an annual financial report at the end of the fiscal year to the membership.  Every Director has an absolute right, at any reasonable time, to inspect all financial records pertaining to the Association, provided said inspection is conducted for the benefit of the Association.
  4. The Treasurer shall provide the needed information for a review of the Association’s financial status and records by an audit committee as periodically directed by the Board. The President shall appoint such a committee and see that the review is completed within two months of the Board action.
  5. The Association’s fiscal year shall run from July through June annually.
  6. The Treasurer shall see to it that all required tax forms and legal documents are timely filed.
  7. The Treasurer shall keep or cause to be kept a current membership roster.

 

BOARD MEETINGS

Refer to Bylaws Section VI

The Board shall meet each first Thursday of the month, and shall publicize the time and place.

 

MINUTES

Minutes are recorded at each meeting of the Board.  Distribution of the minutes are made to members of the Board and do not become official until they are approved by the members of the Board at the next meeting.  Changes, corrections and/or additions are appropriate until the minutes have been officially approved.

 

MEMBER DUES

  1. Membership dues shall be $20 per year for regular members. The Board may set multi-year dues rates.
  2. Businesses that advertise on the RCA web site or other RCA media shall pay $65 per year for a business card size display add, which fee shall include a one-year membership.
  3. The Board may from time to time negotiate a special dues rate with apartment complexes that provides for services or limited member benefits for tenants.
  4. These rates may be changed by the Board at its discretion from time to time, with due notice to members. The Board may establish categories of membership with varying levels of benefits.
  5. Members of the Association more than three (3) months in arrears in the payment of their membership dues forfeit their membership standing and lose all benefits and privileges of the Association.

 

MEMBERSHIP BENEFITS

The Board may from time to time establish specific benefits of membership appropriate to the mission and goals of the Association, and these benefits may have various categories. Generally, these benefits include:

  1. Benefit from Rosemont representation in the development of many public programs and regulations.
  2. A direct say in how the Rosemont community is kept attractive so property values remain strong.
  3. Receive regular updates on developments in Rosemont that could affect the community or require community action.
  4. Access to a Neighborhood Watch program that helps keep families, homes, and businesses safe.
  5. A resource that can help members get answers and solve problems concerning their property.
  6. The ability to serve in leadership capacities in Rosemont Community Association to enhance the community.
  7. Access to discounts and special offers from local Rosemont businesses.
  8. Opportunities to help enhance the Rosemont community.
  9. A voice in the determination of future services and governance of Rosemont
  10. Invitations to membership events

 

COMMUNICATIONS

The Board shall establish and maintain an effective means of communication with the membership and the community, and keep it current. This may include a web site, emails, traditional mailings, flyers, or other means deemed to be effective for the purpose.

 

ACTIVITIES

The Board may establish such programs and activities as it deems beneficial to the community and the Association.

The Board may seek grants or other funding, and may collaborate with other organizations for the benefit of the community.

 

ROSEMONT COMMUNITY FOUNDATION

The Board shall maintain effective working relationships and oversight of the Rosemont Community Foundation so as to assure it serves the benefit of the community and the Association.

______________________________________________________________

Rosemont Community Association

WEBSITE POLICIES

The following document outlines the policies and procedures for maintaining the Rosemont Community Association (RCA) website (WS) in cooperation with the Rosemont Community Foundation (RCF). The domain of the RCA WS is www.rosemontca.org.

There shall be at least three (3) persons qualified as WS administrators/editors who can post items and make edits to site content as needed.

It will be the judgment of the editors as to whether an item is appropriate to post, in accordance with Board approved policies. In case of a disagreement, the current president will make the decision, subject to Board approval.

RCA retains all editorial control of all content posted on the WS.

Businesses are welcome to advertise on the RCA web site in accordance with current board policies or in conjunction with other Board approved RCA programs.

The following criteria shall be used to determine allowable content posted on the WS:

  • Topic
    • RCA and RCF sponsored events/activities/announcements/invitations
    • Fosters thoughtful discussion of issues pertinent to Rosemont
    • Public safety
    • Community enhancement
    • Local governance criticality
  • Source
    • RCA and RCF
    • Governmental agencies
    • Non-commercial organization located in Rosemont (includes religious organizations)
    • Non-commercial organization that serves Rosemont (includes religious organizations)
  • Documentation
    • Flier or other documentation to be included/linked on the post
    • Brief description of event/activity to be used on post
    • Graphics related to the event/activity to be included on the post
      • Image must be cleared to assure no copyright restrictions apply
      • Any photos of children need to have written parental approval, except as the photo may be of a public group activity at which privacy cannot be expected (e.g. the annual RCA Celebration of Community)
      • Any photo shall not intentionally show a person or organization in a negative way

The following are deemed as inappropriate content for the WS:

  • Commercial advertisements, except those clearly posted as paid advertisements and in a designated portion/page of the site
  • Political advertisements, except factual announcements of political events of interest to Rosemont
  • Materials that disparage anyone or anything, particularly on issues not directly relevant to Rosemont
  • Religious proselytizing of any kind
  • No postings will be made that are deemed to attack an individual or organization in a personal or libelous way.
  • Comments and criticisms are to be directed toward programs, policies, activities, ideas, etc.

The RCA Board may modify or rescind these policies at any Board meeting. If appropriate it may give advance notice of changes and a period of time to effectuate them, or may make them effective immediately.

These policies shall be part of the RCA Board policies guiding its work for the community.

 

RCA Social Media Policy

On any social media site created and/or maintained by the Rosemont Community Association , the following policies will apply so that the site and service are of benefit to our community.

  1. Any social media site of RCA is a private site owned and operated by RCA for the public interest of the Rosemont community.
  2. People posting to the site must use only their real names.
  3. Any person joining the site must be at least 18 years old.
  4. The Board shall appoint one or more people to act as monitors of the site to assure that postings conform to these policy standards.
  5. Should a posting not conform to these policy standards it may be taken down without notice, and the person posting either warned or barred from further postings.
  6. The site shall not be used for commercial purposes
  7. The site may be used to give notice about activities of our local non-profit organizations that could be of interest to Rosemont residents
  8. The monitors shall approve persons asking to join the site to post and receive messages on it.
  9. The site shall not knowingly be used by anyone to gain information that they use to impede law enforcement activities or do anything illegal.
  10. Monitors shall exercise reasonable diligence in vetting persons seeking to join the site so as to be reasonably sure they are not likely to be in violation of these criteria.
  11. The criteria for admitting or rejecting a person to join the site shall include such factors as whether the person or someone related or close to them has a known criminal record or is affiliated with known criminals or gangs
  • whether the person has posted items or comments that are untruthful or sufficiently negative or disparaging of a person that harm may be done
  • whether the person has a reputation for statements that to the general public would be considered hateful, racist, violence-promoting, or otherwise harmful to the well-being of our community.
  • whether the person posts comments that can be understood as attacking persons rather than issues, conditions, or situations.

Within these policy criteria, should a dispute arise regarding a person being admitted to post on the site or the content of their post, the RCA board shall serve as the final arbiter of a decision by the monitors.