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Preamble:

We the residents of the Westside Village area in the City of Los Angeles, California, believing that our individual and community interests can best be served through organized action, do hereby adopt the following Constitution for the purposes of:

(1) Developing and fostering community spirit and cooperation;
(2) Preserving and improving property values;
(3) Securing necessary public improvements;
(4) Promoting health and safety measures;
(5) Aiding community recreation and youth activities;
(6) Providing means of informing ourselves concerning our rights, responsibilities, and interests with respect to public questions.

Article I. Definition:

The Westside Village Civic Association, hereinafter referred to as the Association, is organized as a California nonprofit corporation located within the City of Los Angeles, California. The geographical boundaries of the area from which Association membership may be drawn are defined as:

South of National Blvd., North of Charnock Road,
East of Sepulveda Blvd. and West of Overland Ave.

Article II. Membership:

All residents of single family dwellings within the boundaries defined in Article I are members upon payment of annual dues. The Board of Directors shall determine the amount of dues per dwelling annually. Votes upon Association business are limited to one vote per dwelling.

Article III. Board of Directors:

The Board of Directors, hereinafter referred to as the Board, shall consist of the four Officers of the Association, the Past President, and ten Directors. The term of office for Directors shall be two years, with half elected each year to provide for overlap. Interim vacancies among Officers and Directors may be filled by the Board. A vacancy may be considered to exist when a Board member is absent from three consecutive meetings, at the discretion of the Board.

The Board shall authorize or approve all business of the Association. It shall not at any time or for any purpose authorize or approve the borrowing of money or the issuing of notes or other obligations, and shall not authorize or approve contracting debts beyond the current balance of funds in the Association Treasury.

The Board shall not at any time, in any way, involve the Association in partisan political activities, nor shall it authorize or approve any officer or member to do so in the name of the Association.

Article IV. Officers:

The Officers of the Association shall be a President, Presidentelect, Secretary and Treasurer. The person elected Presidentelect shall serve for a total of three years, one each as Presidentelect, President, and Past President. The Secretary and Treasurer shall serve two-year terms and shall be elected in alternate years.

President: The President shall preside at meetings of the Association and the Board, shall represent the Association and coordinate its affairs. With the approval of the Board the President shall appoint members and chairs of committees and make such other appointments as may be necessary or desireable.

Presidentelect: The Presidentelect shall discharge the duties of the President in the absence or disability of the President or as requested by the President or Board.

Secretary: The Secretary shall keep the minutes of all Board and Association meetings and assume other duties as delegated by the Board.

Treasurer: The Treasurer shall have custody of all monies and properties of the Association. He or she shall be responsible for receipt and disbursement of funds and the keeping of accounts. All disbursements shall be by check signed by either the Treasurer or President and subject to the approval of the Board. Regular reports shall be made to the Board on the state of the accounts. An accountant will be appointed to compile a financial statement of the Association's financial condition and cash receipts and disbursements to account for the transactions during the Association's fiscal year, which will be on a calendar basis. The Association will also file a taxexempt income tax return in compliance with applicable tax regulations.

Article V. Elections:

A general Association meeting for the election of Officers and Directors shall be held in the first quarter of the calendar year. On or before November 15 the President with the approval of the Board shall appoint a Nominating Committee of three or more members to prepare a slate of nominees for election to be approved by the Board.

The Chairperson of the Nominating Committee shall place the names in nomination at the Association meeting. Nominations may also be made from the floor at the Association meeting. A simple majority of members present and eligible to vote shall determine any election. Officers and Directors shall assume office after that Association general meeting.

Any Officer or Director may be recalled at any Association meeting by a twothirds vote of members present and eligible to vote provided that a petition for such recall shall have been signed by not less than twentyfive 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 of the petition to recall and calling a general Association meeting to be held not less than ten nor more than thirty days after delivery of notice for a vote on the recall.

Article VI. Amendment:

The Constitution may be amended and changed by a motion for amendment being approved by a twothirds majority of the Board and subsequent approval by a majority of members present and eligible to vote at an Association membership meeting. Notice of proposed amendments approved by the Board shall be delivered to all members prior to any Association meeting at which action is taken on such amendments.

Article VII. Dissolution:

In the event this Association is dissolved, any funds or property of the Association at the time of dissolution shall be donated to a community charity at the Board’s discretion and with the approval of a majority voting at an Association meeting.

Article VIII. Meetings:

The President shall call a minimum of three Board meetings and one general Association meeting annually. A Board meeting shall be convened one to three weeks in advance of any general Association meeting. The Board shall meet upon call of the President or of any four other members of the Board.

Association meetings shall be called by the President with the approval of the Board. Notice of such meetings must be delivered to all members not less than five nor more than twenty days in advance of the date of the meeting. All general Association meetings shall be open to the general public but nonmembers shall not be entitled to vote or participate in the business of the meeting except at the explicit invitation of the President. Board meetings shall be open to Association members but participation in the business of Board meetings shall be limited to Board members except at the discretion of the President.

All business transacted at Board and Association meetings shall be approved by a majority vote of members present and eligible to vote except as provided elsewhere in this Constitution. A quorum for Association meetings shall consist of twentyfive members. A quorum for Board meetings shall consist of seven Board members. The rules contained in Roberts’ Rules of Order shall govern meetings of the Association in all cases for which they are applicable and except as modified by this Constitution or the laws and regulations governing Association status as a nonprofit corporation.

Article IX. Committees:

The term of Committee Chairpersons and Committee members shall be the same as that of the appointing President. The President shall be an exofficio member of all Committees and shall be invited to all Committee meetings. Standing Committees shall be established as determined by the Board. The duties and activities of Committees shall be defined and approved by the Board. Article X. Records: All minutes, election records and other official records of the Association shall be made available for the inspection of any member upon demand.