MOUNT WASHINGTON ASSOCIATION BY-LAWS

(Adopted: April 21, 1955. Last Amended: November 19, 2001.)

ARTICLE I. NAME.

This organization shall be known as the Mount Washington Association, a non-profit and non-political organization.

ARTICLE II. PURPOSE OF ASSOCIATION.

The specific and primary purposes for which this corporation is formed are:

1. To preserve and increase the scenic beauty, cultural values and the educational and health facilities of the Mount Washington residential area in Los Angeles, California.

2. To promote through proper channels of publicity and general information the interest and support of the residents of said area in maintaining and enlarging the benefits accruing to them in the fields of scenic beauty, culture, education, health and civic excellence.

Additional purposes for which this corporation is formed are:

1. To employ a staff of expert and lay persons as may be deemed necessary and proper by the Board of Directors to carry out the purposes of this corporation.

2. To possess and exercise those powers enumerated in the Corporations Code of California.

ARTICLE III. OBJECTIVES AND POLICIES.

The objectives of this organization shall be:

1. To protect, foster and develop the rights and interests of the community known as Mount Washington.

2. To encourage a sense of community pride through better community relations and family participation in community issues.

3. The Mount Washington Association will encourage all Community Members to join the Association and participate in its activities. The Mount Washington Association will not discriminate against individuals or groups on the basis of race, religion, color, creed, national origin, ancestry, sex, sexual orientation, age, disability, marital status, income, citizenship status, or political affliation in any of its policies, recommendations, or actions. [1]

The policies of this organization shall be:

1. To act as a forum through which full and objective discussion of all questions and problems within the community can take place.

2. To act in the capacity of a parent organization — in that those who seek to initiate certain activities on behalf of the community, but do not have a membership in the Mount Washington Association, may present their concerns to the Association and seek the support of the Association.

3. To operate and strengthen channels of communication with local, state and federal officials through which the real needs of the community can be made known.

4. To support and promote those issues viewed as beneficial to the Mount Washington Community, but which in no way could be considered a detriment to the greater community of Los Angeles, of which we are a part.

ARTICLE IV. MEMBERSHIP AND VOTING RIGHTS.

Memberships.

1. Membership in this organization shall be open to all adults who either reside or own property in the Mount Washington Community. Members shall have all rights and privileges, including the right to vote and the right to hold office. [2]

2. Family membership shall be open to residents residing in the same household on Mount Washington. This membership includes both adults and children living therein. Minor children may attend meetings and special functions (unless otherwise stated), but will not have the right to vote and may not hold office. Adult members shall have all rights and privileges, including the right to vote and the right to hold office.

3. Associate membership shall be extended to persons residing outside of the Mount Washington Community who have a beneficial interest in the welfare of this community. They will be notified of all meetings and special functions, but they will not have voting privileges and they may not hold office.

4. Honorary membership shall be extended to all presidents of other Improvement Associations in the Northeast Area. They will be notified of meetings and special functions, but they will not have voting privileges and may not hold office.

5. Supporting membership, Business/Professional membership, Benefactor membership, and Patron membership shall be open to persons residing inside or outside of the Mount Washington Community, and the appropriate classification of membership shall be extended based upon payment of annual dues as set forth in the Standing Rules. The rights of such members shall conform to the rights outlined in Article IV, Sections 1, 2 and 3.

Voting Rights.

1. Upon payment of Association dues, each adult member and junior member shall have the right to vote for candidates for elected offices and to cast a single vote on each issue which comes before the general Association meetings except as noted above.

ARTICLE V. MEETINGS AND QUORUMS.

Meetings.

1. The Mount Washington Association shall meet at least six times a year.

2. Time and place of the meeting shall be as set forth in the Standing Rules.

3. Notice of all meetings shall be published in the local newspapers or by mail to all members.

4. Special meetings may be called by the President; by a majority of the Executive Committee when petitioned by any member or members of the Executive Committee; or by petition of at least 25 members of the Association.

Quorums.

1. Five percent (5%) of the membership, but not less than ten members shall constitute a quorum at the general meeting. This quorum may transact the business of the Association.

2. Association business which is conducted by telephone shall require a majority vote of the Executive Committee.

3. A majority of the members of the Executive Committee shall constitute a quorum for Executive Committee meetings.

4. A majority of the members of the General Board shall constitute a quorum for the General Board meetings which include both Executive Committee and all appointed Committee Chairpeople.

ARTICLE VI. OFFICERS AND THEIR ELECTION.

Officers.

1. The elected officers of this Association shall be:

a. President

b. First Vice President

c. Second Vice President

d. Third Vice President

e. Fourth Vice President

f. Recording Secretary

g. Treasurer

2. The Historian shall be an appointed officer of this Association.

3. The nine members of the Board of Directors shall be elected for three-year terms; the terms of the Board of Directors shall be staggered so that one-third of the members are elected each year.

4. Term of officers shall be for one year. No elected officer shall hold the same office for more than two consecutive years, unless he has served an unexpired term of six months or less.

5. An officer or member of the Board of Directors will be removed from office if he fails to attend any three General Board meetings during a calendar year without reasonable justification as determined by the majority of the General Board and that officer or Board member shall be so notified.

6. An elected officer or member of the Board of Directors shall have been a member in good standing in the Association for at least one year.

7. A member of the Board of Directors may also serve as an officer.

Nominations.

1. The nominating committee shall be composed of five active members of the Association, two from the General Board and three from the general membership. The nominating committee shall be appointed during the September general membership meeting.

2. Nominations may be made from the floor provided the nominee is present or has given written consent.

3. Nominees shall have been a member for at least one year and shall know and understand the purpose and function for which the Association exists.

Elections.

1. The annual election of officers and members of the Board of Directors shall be held at the November general meeting with installation of officers at the January general meeting.

2. Nominees must receive a plurality of the votes cast.

3. Election shall be by ballot unless there is but one nominee for each office in which case election may be by viva voce.

4. Officers shall take office upon installation at the January general meeting.

5. A vacancy in office shall be filled by the recommendation of the Executive Committee and subject to ratification by the Association. In the event of a vacancy in the office of President, the office shall be filled by the First Vice President.

ARTICLE VII. DUTIES OF OFFICERS.

President.

1. Preside at all meetings of the Association, the Executive Committee and the General Board.

2. Prepare an agenda with a copy for the First Vice President and the Recording Secretary.

3. Appoint the Historian, subject to approval of the Executive Committee.

4. Appoint Committee Chairpeople, subject to the approval of the Executive Committee.

5. Be responsible for an annual report containing a brief summary of the activities of the year and recommendations for the future. The report shall be made available to the membership at the January meeting.

6. Act as ex-officio member of all committees except the nominating committee.

First Vice President.

1. Preside at all Association, Executive Committee and General Board meetings in the absence of or at the request of the President.

2. Chairman of the Action Committee.

a. Liaison officer between area chairmen for improvement suggestions from community residents and the appropriate governmental offices or governmental officials.

Second Vice President.

1. Preside at all Association, Executive Committee and General Board meetings in the absence of both the President and the First Vice President.

2. Chairman of the Program Committee.

3. Plan and will be in charge of all arrangements for regular Association programs as well as any special event that may be recommended by the Association or the General Board.

4. Invite guest speakers for the programs, greet them upon their arrival and introduce them to the officers.

5. Appropriately express the thanks of the Association to the speaker.

Third Vice President.

1. Preside at all Association, Executive Committee and General Board meetings in the absence of the President, First Vice President and Second Vice President.

2. Chairman of the Membership Committee.

3. Conduct the annual membership drive.

4. Keep a current roster of Association memberships, with an exact count of voting members.

5. Issue membership cards to all members.

Fourth Vice President.

1. Preside at all Association, Executive Committee and General Board meetings in the absence of the President, First, Second and Third Vice Presidents.

2. Chairman of the Hospitality and Refreshment Committee.

3. Plan refreshments to be served at the general meetings. Arrange to have refreshments ready to serve at the time of the meeting.

4. Greet and serve guests.

Recording Secretary.

1. The Recording Secretary shall keep a true and accurate record of the Association, Executive Committee and General Board meetings in a permanent record book.

2. These records shall be available for reading at all meetings of the Association.

Treasurer.

1. An ex-officio member of the Budget and Finance Committee.

2. Custodian of the Association funds.

3. Maintain the Association bank account in a banking institution which has free-of-charge accounts for non-profit organizations, if available, subject to the approval of the General Board.

4. Make disbursements for essential Association expenditures without Executive Committee approval up to Two Hundred Fifty Dollars ($250.00). [3]

5. Disbursements for amounts over Two Hundred Fifty Dollars ($250.00) [4] may be made only upon authorization of the Executive Committee or General Board or assembled membership. Expenditures for over One Thousand Dollars ($1,000.00) may be made only if the general membership has been informed of the nature and amount of the expenditure prior to the general membership meeting in which the proposed expenditure is to be voted upon; only the general membership has the authority to approve expenditures of over One Thousand Dollars ($1,000.00).

6. Check and authenticate expenditures against the budget.

7. Keep an accurate account of all funds and prepare written reports to be filed with the Recording Secretary and the President at the regular Association meetings.

8. Make financial statements available to any member in good standing upon written request.

Historian.

1. The Historian shall maintain a careful record of all essential activities of the Association in a suitable book which shall be provided by the Association.

ARTICLE VIII. EXECUTIVE COMMITTEE.

1. The Executive Committee shall be composed of the elected officers, appointed officers, the immediate past President and any member of the Board of Directors not serving in one of the aforementioned capacities.

2. The Executive Committee shall transact the affairs of the Association as an incorporated entity.

3. Meetings of the Executive Committee may be called by the President or by four Executive Committee members upon five (5) days’ notice to all Executive Committee members or immediately in the case of an emergency.

1. The General Board shall consist of the Executive Committee and all appointed Committee Chairpeople.

2. The General Board shall transact the business and affairs of the Association as may be necessary.

3. The General Board shall meet at least six (6) times a year, unless otherwise designated by the General Board.

ARTICLE IX. REVENUE.

1. The Association expenses shall be met by annual dues as voted by the Association and set forth in the Standing Rules, payable by members on or before January 1st and delinquent on April 1st. Delinquent members shall lose their rights as defined in these by-laws.

2. Such other means of revenue as may be deemed necessary or desirable are subject to the approval of the Association.

3. An expenditure may be made by either the President or Treasurer. The Association’s bank account shall be set up to honor either signature.

4. In the event of the dissolution of the Mount Washington Association, all assets shall inure to a similar non-profit organization and none of the assets of the Association upon dissolution shall inure to the financial benefit either directly or indirectly to any of the members of the Association.

ARTICLE X. PARLIAMENTARY AUTHORITY.

1. Robert’s Rules of Order Newly Revised and Robert’s Parliamentary Law shall apply on all questions of procedure and parliamentary law not specified in these by-laws.

ARTICLE XI. AMENDMENTS.

1. These by-laws may be amended at any regular meeting of the Association by a two-thirds (_) vote of the members present, provided that these by-laws or proposed amendments have been read at the previous meeting, or all members have been notified at least one week prior to action to be taken on proposals.

STANDING RULES

1. The Association shall meet on the third (3rd) Monday of January and every other month thereafter; the regular meeting shall be called to order at 7:30 p.m. at the Carlin G. Smith Recreation Center unless otherwise designated.

2. Individual adult membership shall be $15.00 per year.

Individual Senior (65+) membership shall be $12.00 per year.

Family membership shall be $25.00 per year.

Associate membership shall be $15.00 per year.

Honorary membership shall have no charge.

Supporting membership shall be $35.00 per year.

Business/Professional membership shall be $50.00 per year.

Benefactor membership shall be $100.00 per year.

Patron membership shall be $250.00 per year. [5]

3. A program may interrupt the order of business without suspension of the rules.

4. These Standing Rules may be amended by a two-thirds (_) vote of the members present without prior notice, or by a majority vote of the members present with previous written notice.

5. The membership is to be kept informed through the Mount Washington Association Newsletter at least every other month of concerns of the President and civic actions that might affect the area.

[1] Amended November 19, 2001.

[2] Amended November 19, 2001.

[3] Amended July 19, 1993.

[4] Amended July 19, 1993.

[5] Amended September 14, 1998.