FOREST RANCH COMMUNITY ASSOCIATION
BY‑LAWS
Preamble
This Association is organized to protect and promote the general interests and welfare of the people of the community, to present a strong influence for the common good of all, and to provide a parent organization under which there can be organized other service oriented groups which will function to serve the people of the community with improved public facilities to the betterment of all who choose to reside in the community area.
Article I
Offices
The principal Office of the Corporation in the State of California shall be located in the County of Butte, within the Forest Ranch Community Association boundaries, as defined herein
Article II
Members
Section I ‑‑ Membership
Membership herein shall be confined to those individuals who live or own property within the Forest Ranch Community Association boundaries.
(Amended Feb. 17, 2000)
Membership herein shall be confined to those individuals who live or own property within the Forest Ranch Community Association boundaries.
All others who live within the Association boundaries shall be encouraged to attend the regularly scheduled meetings and voice opinions, make constructive criticism, but will have no vote on items put forth for vote by the members.
Section II ‑‑ Boundaries
Beginning at the North West corner of Section 20, T24NR3E thence East along the North Section line of Section 20, Section 21, and Section 22 to the North East corner of Section 22, T24NR3E, thence South along the East Section line of Section 22 and Section 27 to a point on the East Section Line of Section 27 intersects the West Bank of Butte Creek a distance of approximately 2250 (plus or minus) feet from the North East corner of Section 27, thence following the West Bank of Butte Creek through Section 27 and Section 34 to the South Section line of Section 34, thence West along the South Section line of Section 34 to the South West corner of Section 34, T24NR3E, thence South along the East Section line of Section 4 and Section 9 to the South East corner of Section 9 T23NR3E, thence West along the South Section line of Section 9 to the South West corner of Section 9. thence South along the East Section line of Section 17, Section 20, and Section 29, T23NR3E,
thence West along the South Section line of Section 29 to the South West corner of Section 29, thence South along the East Section line of Section 31, T23NR3E, Section 6 and Section 7, T22NR3E, to the South East corner of Section 7, T22NR3E, thence West along the South Section line of Section 7, T22NR3E, and Section 12, T22NR2E, to the South West corner of Section 12, ‑1‑22NR2E, thence North along the West Section line of Section 12 to the North West corner of Section 12, T22NR2E, thence West along the South Section line of Section 2 to the East right‑of‑way line of California State Highway Route 32, thence along the East right‑of‑way line of State Highway Route 32 to the intersection with the West Section line of Section 36, T23NR2E, thence North along the West Section line of Section 36 to the North West corner of Section 36, T23NR2E, thence North along the West Section line of Section 25, Section 24 and Section 13 to Where the Section 13 Section line intersects Big Chico Creek, thence following the East Bank of Big Chico Creek through Sections 13, Section 12 and Section 1, T23NR2E, Section 36, T24NR2E, Section 31, Section 30 and Section 19 to the intersection of the West Section line of Section 20 and Big Chico Creek, thence North to the North West Corner of section 20, T24NR3E, the point of beginning
Section III C Election of Members
Election of members shall not be deemed necessary provided the person or persons who wish to become members meet the requirements set forth in Article II, Section I.
Section IV ‑‑ Termination of Membership
The Board of Directors may, by an affirmative vote of 2/3 of all the members of the Board, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member \NI‑10 shall default in the payment of the dues for the period fixed in Article Xi of these Bylaws.
Section V ‑‑ Resignation
Any member may resign by filing a written resignation with the Secretary,
Section VI C Transfer of Membership
Membership in this Association is not transferable or assignable.
Section VII ‑‑ Non‑Liability of Members
A member of the Corporation shall not solely, because of such membership, be personally liable for the debts, obligations, or liabilities of the Corporation.
Article III ‑
Meeting of Members
Section I ‑‑ Monthly Meetings
Monthly meetings of the members shall be held on the third Thursday of each month in each year beginning with the month of August 1980 at the hour of 7:30 PM for the purpose of electing Officers and transaction of such other business as may come before the meeting. If the day fixed for the monthly meeting is a legal holiday in the State of California, such meeting shall he held on the succeeding business day. This day may be permanently changed by amendment to the By‑laws or temporarily changed by the President with the approval of the Board of Directors, providing that in each case the entire membership shall be notified in writing prior to the new meeting date.
Section II ‑‑ Special Meetings
Special meetings of the membership may be called by the President, Board of Directors, or not less than 1/10th of the members having voting rights, provided that the entire membership is notified not less than four (4) days or more than thirty (30) days in advance of the meeting.
Section III ‑‑ Place of Meetings
The Board of Directors may designate any place within the Association boundaries as herein defined, County of Butte, in the State of California as the place of meeting for any monthly meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of the meeting shall he the registered Office of the Corporation in the State of California.
Section IV ‑‑ Notice of Meetings
Written or printed notice stating the place, day and how‑ of any meeting of members and an agenda for the meeting shall be posted in public places not less than four (4) days or more than thirty (30) days before the day of such meeting, by or at the direction of the President or the Secretary or the Officers or persons calling the meeting. In case of a special meeting, or when required by statute or by these By‑laws, the notices shall be deemed to be delivered when deposited in the U.S. Mail addressed to the member at his/her address as it appears on the records of the Corporation with postage thereon prepaid.
Section V ‑‑ Informal Actions By Members
No action required by law to be taken at a meeting of the membership shall be taken without there being a properly conducted regular or special meeting as set forth in these By‑laws. Written waivers signed by all voting members shall not extinguish this requirement.
Section VI ‑‑ Quorum
A quorum shall consist of a simple majority of members in good standing, present, and entitled to cast votes at a meeting, but shall not be less than a minimum of fifteen (15) such members. If a quorum does not exist at a general meeting, the Presiding Officer of the Association shall adjourn the meeting without further notice.
Section Vil ‑‑ Rules of Order
All meetings shall be conducted in accordance with Robert's Rules of Order.
Section VIII ‑‑ Agenda of Meeting
Any member of the Association is qualified to present a subject for discussion to either the Board of Directors, Secretary, or general membership. Such subjects shall be presented in writing prior to the meeting in time for the published agenda. Any subject not presented in time to be included in the published agenda, or arising during a meeting, shall be scheduled for the "New Business" portion of the next meeting.
Article IV
Board of Directors & Officers
Section 1 -- Officers
The Officers of the Corporation shall be President, Vice President, Secretary, Treasurer and ifye(5.1 Directors, and such other Officers may be elected in accordance with the provisions of Article V. The corporation members may elect or appoint such other Officers, including one or more Assistant Secretaries, as it shall be deemed desirable. Such Officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. No two or more offices may be held by the same person.
(Amended June 20, 2002)
The Officers of the Corporation shall be President, Vice President, Secretary, Treasurer and five (5) Directors, ans such other Officers may be elected in accordance with the provisions of Article V. The corporation members may elect or appoint such other Officers, including one or more Assistant Secretaries, as it shall be deemed desirable. Such Officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. No two or more offices my be held by the same person.
Section II ‑‑ Board of Directors
All elected Officers shall serve as a Board of Directors, and shall act only in accordance with these Bylaws. All Officers shall attend all meetings of the Board of Directors, regular monthly meetings, and all special meeting.
Section III – Duties
President
The President shall be the principal executive officer of the Corporation and shall in general, supervise the business affairs of the Corporation. He or she shall preside at all meetings of the members, and the Board of Director's. He or she may sign, with the Secretary, or any other proper Officer of the
Corporation authorized by the members, any deeds, mortgages, bonds, contracts, or any other instruments which the Corporation members have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the members or by these By‑laws, or by statute to some other Officer or Agent of the Corporation; and, in general he or she shall perform all duties incident to the Office of President and such other duties as may be prescribed by the members from time to time. He or she shall he ex‑ officio member of all committees, with the exception of the Nominating Committee.
Vice President
In the absence of the President or in the event of the inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all restrictions upon the President, The Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or by the Corporation members,
Secretary
The Secretary shall keep the minutes of the meetings of the members and Board of Directors and in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of the By‑laws, or as required by law; be custodian of the Corporate records and of the Seal of the Corporation is affixed to all documents, the execution of which on behalf of the provisions of these By-laws; keep a register of the post office address of each member which shall be furnished to the Secretary by each member; and in general perform all duties incident to the Office of Secretary and such other duties as from time to time may be assigned by the President or by the members of the Corporation. The Secretary may receive remuneration for service to the organization should such a decision to remunerate be approved by the general membership at the rate approved by the general membership.
Treasurer
The Treasurer shall have full charge and custody of, and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VII of these By‑laws; and in general perform all duties as from time to time may be assigned to him or her by the President or by the members,
Directors
The Directors shall formulate and propose action on meetings for approval by the members assembled. They shall act as a committee upon appointment by the President to prepare and research material on proposed actions. They shall assist the President, Vice President, and Secretor) in all matters whenever possible. Directors must be members of the Corporation.
Section IV C Regular Meetings
Regular monthly meetings of the Board of Directors shall be held with or without notice to members at a place so agreed upon by all officers. The Board of Directors may provide the time and place for holding all additional meetings of the Board.
Section V ‑‑ Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or any two Officers. The person or persons authorized to call special meetings of the Board may EN any place for holding any special meeting of the Board called by them.
Section VI ‑‑ Notice
Notice of any special meeting of the Board of Directors shall be given at least two (2) days previous thereto by personal contact, or written notice sent by mail to each Officer. It shall be addressed as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the U.S. Mail in a sealed envelope with postage thereon prepaid. No Officer may waive notice of any meeting.
Section VII ‑‑ Quorum
A majority of the Officers shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the quorum shall be five (5) Officers, but if less than a majority of the Officers are present at said meeting, the Officers present shall adjourn the meeting without further notice.
(Amended June 20, 2002)
A majority of the Officers shall constitute a quorum for the transaction of business of any meeting of the Board of Directors, and the quorum shall be five (5) Officers, but if less than a majority of the Officers are present at said meeting, the Officers present shall adjourn the meeting without further notice.
Section VIII ‑‑ Acts of Board of Directors
The act of a majority of the Officers present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by law or by these By‑Laws.
Section IX ‑‑ Compensation‑Reimbursement
The Secretary may receive remuneration for services to the organization should a decision to remunerate be approved by the general membership. All other Officers shall not receive any salary or compensation for their services; however, they may receive reimbursement for expenses incurred in the conduct of affairs of the Corporation. Such reimbursement must be approved by the majority of the Board of Directors, and/or if exceeding S100.00, approved by the membership at a regular meeting by a majority vote of those present and representing a quorum. Each request for reimbursement shall be accompanied by an itemized invoice or statement setting forth amount and reason incurred.
Section X ‑‑ Vacancies
Any vacancy occurring in the Board of Directors because of death, resignation, removal or disqualification, or any Directorship to be filled by reason of an increase in the number of Directors, shall be filled by a general election to be held at the next regular Corporation meeting.
An Officer elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office, providing the candidate has been a paid member of the Corporation for at least the previous six (6) months. (Amended March 18, 1982)
Section XI ‑‑ Informal Action By Board of Directors
Any action required by law to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of members, may not be taken without a meeting, even though consent writing, setting forth the action so taken shall be signed by all Officers entitled to vote with respect to the subject matter thereof.
Section XII ‑‑ Removal
Any Officer elected by the Corporation members may be removed by the members, whenever, in their judgment, the best interest of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the Officer so removed. Any Officer absent from
three consecutive meetings, either of the Board of Directors, or regular monthly meetings, without good cause, shall be removed from office.
Article V
Elections & Voting
Section I ‑‑ Eligibility
Any member of the Corporation living within the Corporation boundaries as specified in Article II, Section II, in good standing, and whose dues have been paid, election and to hold office.
Section II C Nominating Committee
The Nominating Committee shall consist of the entire Board of Directors or the Membership at large.
The Nominating Committee will present a slate of qualified candidates to the general membership at the May meeting each year. Members in good standing as defined in Section I of this Article may be nominated from the floor by a paid member at the May meeting.
Section III ‑‑ Election and Term of Office
The Officers of the Corporation shall be elected annually by the members at the regular annual election meeting of the Corporation members to be held in June. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be.
Elected Officers shall generally take office in July, and shall hold office until his or her successor shall have been elected and installed.
All Officers and Directors shall serve terms of two (2) years with the President, Secretary and two (2) Directors being elected on even years and the remainder on odd years
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Section IV ‑‑ Voting Rights
Each adult member age 18 or over who has qualified for membership in the Forest Ranch Community Association in accordance with those stipulations stated in Article II, Section I (Membership), who pays the designated membership fee shall be entitled to one vote on each matter submitted for vote to the membership. Each vote shall be given at a regular meeting. Proxy, absentee, or cumulative votes will not be allowed.
Article VI
Committees
Section I ‑‑ Members
Members of each committee shall be members of the Corporation. The Board of Directors shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever, in their judgment, the best interest of the Corporation shall be served by the removal.
Section II ‑‑ Term of Office
Each member of the committee shall continue until the next annual election and until his or her successor is appointed, unless the committee shall be sooner terminated, or such member be removed from such committee, or unless such member shall cease to qualify‑ as a member thereof, or such member must resign for personal reasons.
Section III ‑‑ Chairman
One member of each committee shall be appointed Chairman by the person or persons authorized to appoint the members thereof.
Section IV ‑‑ Vacancies
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments,
Section V ‑‑ Quorum
Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section VI ‑‑ Rules
Each committee may adopt rules for its government not inconsistent with these By‑laws or with rules adopted by the Board of Directors.
Article VII
Contracts Checks, Deposits and Funds
Section 1 ‑‑ Contracts
The B.O.D. may authorize any Officer or Officers, Agent or Agents of the Corporation in addition to the Officers so authorized by these By‑laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Contracts may be subject to review by the general membership by noticed agenda item at a general meeting.
Section Il ‑‑ Checks, Drafts, etc.
All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by the Treasurer and countersigned by the President or Vice President of the Corporation.
Amended February 17, 2000. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by the Treasurer or by the President or Vice President of the Corporation.
Section III C Deposits
All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Article IX
Books & Records
The Corporation shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of its members, Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time. A duplicate set of books and records and a Corporate Seal shall be kept in an alternate location. This alternate location to be determined by the ‑Board of Directors. Books and records may be kept and stored in electronic form.
Article X
Fiscal Year
The fiscal year of the Corporation shall begin on the first day of July and end on the last day of June each year.
Article XI
Dues
Section 1 ‑‑ Annual Dues
The Board of Directors, with the approval of the members, may determine from time to time the amount of annual dues payable to the Corporation by the members.
Section II ‑‑ Payment of Dues
Dues shall be payable in advance by the first day of July each fiscal year. New members entering the Corporation shall be charged the full annual dues.
Section III ‑‑ Default & Termination of Membership
Any member whose dues are not current shall not be entitled to vote at either General or B.O.D. meetings.
Article XIII
Amendments
Section I C Proposal of Amendments
Proposed amendments shall be submitted in writing to the Board of Directors for recommendation. Amendments may be proposed by ten (10) members in good standing in attendance at a general meeting.
All proposed amendments which have received recommendation as described herein shall be read at two (2) regular monthly meetings prior to voting.
Section II ‑‑ Voting Requirements
New By‑laws may be adopted or these By‑laws amended or repealed by a majority of all votes cast of the general voting participation.
ARTICLE XIV
Dissolution
This Corporation is not organized, nor shall it be operated for pecuniary gain and it does not contemplate the distribution of gains, profits or dividends to the members hereof, and is organized solely for non‑profit purposes. The property, assets, profits, and net income of the Corporation are irrevocably dedicated to charitable purposes and no part of the profits of net income shall ever inure to the benefit of any private shareholder or individual, Upon the dissolution or winding up of this Corporation, its assets remaining after payment of or provisions for payment of all debts and liabilities.