By-Laws

SECTION I – Description:
The San Martin Neighborhood Association, also referred to as the SMNA. The SMNA is located in San Martin, an unincorporated area of Santa Clara County, State of California.  The boundaries of the unincorporated area called San Martin are generally Maple Avenue on the North, Masten Avenue on the South, and the foothills on the East and the West side.

SECTION II – Purpose:
The purpose of the SMNA is to protect San Martin’s rural atmosphere, support positive controlled growth, promote neighborhood identity and vitality, ensure an influential voice in the local governing body, and provide members with information so that they can play an active, informed role in finding solutions to our neighborhood concerns.

SECTION III – Objectives:
The SMNA will determine the goals and objectives as per the needs reflective of local residents and business owners/operators. Some sample ideas are:

· Monitor all commercial and industrial growth in the community.
· Encourage all new development to be local serving and in harmony with the neighborhood.
· Participate in research to find ways for residents to have a more influential voice.
· Participate in local revitalization projects.
· Participate with the local governing body.
· Keep SMNA members informed regarding local issues and events.
· Sponsor and encourage participation in community activities.

SECTION IV – Membership:
Any person 18 years or older who shares the vision of the SMNA and resides within the boundaries of San Martin is eligible to become a Full Member of the SMNA. Any full member will be eligible to vote.
Associate Membership is available to non-residents of San Martin if the person is 18 years or older; shares the vision of the SMNA; resides in a neighboring city (Morgan Hill or Gilroy) or owns/operates a business in San Martin. Associate members are not voting members of SMNA and thereby not eligible to be an Officer nor Director of the SMNA.
All membership information will be used for SMNA business only. Such information may be used to identify membership type (full or associate) as well as more easily support member contact.

SECTION V – Meetings:
The Board of Directors will meet at least four (4) times a year. These meetings will be held as required by the Board of Directors. A quorum of the Board of Directors is required to vote on any issue.
The President may call special meetings at any time, and shall call a special meeting upon request of three SMNA members. In either case, at least three days’ notice shall be given. A quorum of the Board of Directors is required to vote on any issue.

There will be one General Meeting of the full membership during a calendar year, in which the election of the SMNA Board of Directors will take place if required. Public notification of such meetings will be handled via email, U.S. Mail, and/or posted at the San Martin Post Office, at the discretion of the SMNA Board of Directors.  The meeting time, date, and location are subject to availability of meeting place and other unexpected events.

SECTION VI – BOARD OF DIRECTORS

It is the responsibility of the Board of Directors to:

  • Conduct and manage the business of the SMNA, including public communications.
  • Prepare and maintain the policies and procedures for the SMNA.
  • Appoint committees as necessary.
  • Prepare the budget.
  • Approve expenditures.

The SMNA Board of Directors shall be comprised of at least two (2) Full members of the SMNA serving as Directors and four (4) Full members of the SMNA serving as Officers. An optional Director-At-Large will be appointed by the Board if a simple majority of the other Board Members approve. Any person who has served as a director of SMNA, and has retired from that position, may be designated as a Director Emeritus.  Directors Emeriti shall be notified of, and entitled to fully participate in, all SMNA Board activities, but shall not vote in SMNA Board votes.

Each year there shall be an election in which the available Board of Director positions shall be filled from within the SMNA Full members. Each Board member shall serve up to three (3) years after being elected. Each Board member is eligible to serve for up to two (2) full terms. If elected to a partial term, the elected Board member is eligible to complete the current term and will then be eligible for two (2) full terms. Upon completion of a second full term, any Board member would be ineligible for service as a Board member for at least one year, with the exception of the Director-At-Large. The Board of Director terms shall be served in a staggered fashion so as to ensure continuity of the SMNA efforts.

AMENDED 5/24/15:  If a vacancy exists on the board, in between general meetings, the
board may elect a member to fill said vacancy. That member shall serve
until the following general meeting and, if reelected at that general
meeting, shall serve an additional two year term.

The election at a General Meeting will be for individuals to serve on the Board.  The Board will determine which members fulfill the officer positions of President, Vice President, Treasurer, and Secretary.  A simple majority vote of the full Board will determine the positions.
Any Board member may be removed from office, with cause, by a simple simple majority vote of the full Board.  Any Board member that fails to attend three (3) meetings without a satisfactory excuse may be removed from service by a simple majority vote of the full Board.

No Board member shall receive any stated compensation for their services but, by resolution of the Board of Directors, a fixed sum and expenses for attendance, if any, may be allowed for attendance at meetings, conferences or seminars pertaining to SMNA business.  Nothing contained herein shall be construed to preclude any Board member from serving the SMNA in any other capacity and receiving compensation therefore.

SECTION VII – Policy and General Powers:
The governing and policymaking responsibilities of the SMNA shall be vested in the Board of Directors. The Board of Directors shall adopt such policies as may be required to conduct

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the affairs of the SMNA. All outside contracts shall be reviewed at least annually to determine their contractual status.
Finances of the organization shall be managed by the Board of Directors, which will at all times minimize expenses so far as is reasonable and possible.

When projects are submitted for SMNA consideration, the Board of Directors shall vote as to whether or not they approve of the project. In order for the project to proceed, it must receive a simple majority vote of the full Board of Directors. If the project is approved, the Board of Directors will appoint a chairperson who will regularly report progress to the Board of Directors.

These By-Laws shall be amended by a simple majority vote of the full Board of Directors.

SECTION VIII – Board of Advisors:
The Board of Directors, at its discretion, may create a Board of Advisors or other subsidiary organization appointed from SMNA Full or Associate members and/or other residents of the San Martin area. Members of this subsidiary organization, as such, will have no voting or policy-making powers, but should be selected specifically to provide support to the SMNA from the community.  The Board of Directors may establish their number, length of term, method of selection and precise responsibilities.

SECTION IX – Officers and their Duties:
The officers shall be a President, a Vice-President, a Treasurer, and a Secretary. The officers shall be chosen by the Board. The Board of Directors as necessary may appoint a Director-At-Large.

President shall carry out the directions and resolutions of the Board of Directors, as well as facilitate all SMNA activities, preside at the general and board meetings, coordinate the agenda for the general and board meetings and be a member of all committees.
Vice-President shall attend the general and board meetings and assume the duties of the President as required. The Vice-President shall be responsible for hearing grievances from members of the Board of Directors, SMNA members-at-large, and the public. She/he shall have the power to appoint a grievance committee of at least three (3) full SMNA members to investigate any grievance deemed necessary of such investigation.  The Vice-President shall have other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.

Secretary shall keep the minutes, including attendance, of the SMNA meetings and shall have the responsibility of carrying out correspondence at the direction of the President.  The Secretary shall have copies of the minutes available at each meeting and shall assist the President in agenda preparation. The Secretary shall keep the voting record of each Board member.
Treasurer shall be the custodian of the SMNA funds and shall supervise the handling of all funds. The Treasurer shall assure the keeping of proper financial records, report the financial status to the Board, and pay budgeted requests as directed by the Board of

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Directors. The Treasurer shall be bonded at the discretion of the Board of Directors; file any financial reports required of the corporation or by the Board of Directors; select the Certified Public Accountant to perform the annual audit to be presented to the Board of Directors at the annual meeting; and have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.
Director-At-Large shall be a former officer of the Board of Directors whose term of office has expired. The elected Board of Directors shall appoint the Director-at-Large and assign such duties as appropriate for meeting the needs of the SMNA.

All checks will be signed by at least two directors.  The Board will appoint at least three officers with check signing authority.
SECTION X – Voting:
Each member of the Board of Directors shall have the right to cast one vote if they are in attendance at the General Meeting. In the case of family members the same rule applies, each individual member has the right to cast one vote.  No absentee votes will be accepted. A quorum of the Board of Directors shall be a simple majority of the full Board and is required for any votes to be accepted.

Any full member has the right to cast their vote for new Board of Directors for the upcoming year if they are in attendance at the General Meeting. Nominations for Board of Directors shall come from the nominating committee or made from the floor during the General Meeting.

Voting may be done through a show of hands or verbal forum or secret ballot as determined by the Board of Directors. There is no quorum for the full members.

SECTION XI – Dissolution of Assets:
The property of the SMNA is not owned by any association of Board members nor SMNA members-at-large.  It is held for the purposes and objectives as described in Articles II and III. No part of the SMNA income shall ever go to the personal benefit of any officer or member.

Upon dissolution of the SMNA, its assets shall first be used for payment of any outstanding debts or liabilities.  The Board of Directors shall distribute any remaining assets free of charge to a non-profit organization, community group, school or corporation organized for purposes consistent with those of the SMNA.

SECTION XII – Liability of Board of Directors:

No present or past member of the Board of Directors of this corporation shall be personally or otherwise liable for any of the debts, liabilities, or obligations of the corporation.  Any and all creditors of this corporation shall have recourse only to the assets of the corporation for payment.

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