By-Laws and Policies
With changes adopted by Board of Directors May 21, 2024
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BY-LAWS AND POLICIES
WILLOW GLEN NEIGHBORHOOD ASSOCIATION BY-LAWS
ARTICLE I: NAME
The Willow Glen Neighborhood Association (WGNA) is a California Nonprofit Public Benefit Corporation organized under California Corporations Code and U.S. Internal Revenue Code of 1986, Section 501(c)(4), as amended, and the applicable provisions of U.S. Sarbanes-Oxley law, existing or future California or United States laws. Notwithstanding any provision of these Articles, this Association shall not carry on any activities that are not permitted by a 501(c)(4) corporation exempt from federal income tax. The principal office of this corporation shall be located in Willow Glen, City of San Jose and County of Santa Clara, California.
ARTICLE II: PURPOSE, VALUES and NON-DISCRIMINATION POLICY
SECTION 1. PURPOSE. The purpose of this Association shall be to represent and advocate for all of its members on issues of neighborhood enhancement and preservation.
The Association shall focus and take appropriate action which shall include issuing WGNA Policy and Position Papers on such matters as local government policies, procedures, budgeting, spending, sale of public property, tax or fee increases, tax subsidies, planning and land use, transportation, public transit, public safety, traffic, parks, open space, trails, recreation, neighborhood and community quality of life, community building and other neighborhood and community issues.
SECTION 2. VALUES. WGNA’s Purpose and Values embrace the principles and spirit of non- partisan, non-political, open, honest, transparent, fair, positive governance in full public view of our members and general public.
Members have the right to be treated fairly and with respect, to have their privacy respected, and to be free from intimidation, harassment, abuse, and personal attack.
The Board of Directors shall uphold these rights and shall respect those rights as between members and community. The Board of Directors shall ensure the right of members to have timely notice and be informed about and have an opportunity to address the Board at public WGNA meetings about any WGNA proposed activities, position papers and actions prior to Board vote.
WGNA represents all members and does not endorse candidates for political office, political parties, or divisive issues. It is the intent of WGNA to remain non-political.
SECTION 3. NON-DISCRIMINATION. WGNA does not discriminate against anyone or group on the basis of ethnicity, color, religion, gender, sexual orientation, national origin, age, disability or any other legally protected characteristic, in activities, committees, projects, events, services, staffing and volunteers. WGNA strongly encourages diversity and promotes equal opportunity on WGNA Board, Committees, and all activities.
ARTICLE III: MEMBERSHIP
SECTION 1. ELIGIBILITY. Any person who subscribes to and supports the purpose, values, and non-discrimination statements (Article II) of the Willow Glen Neighborhood Association (WGNA) shall be eligible for membership.
SECTION 2. CLASSES.
a) Individual and Household memberships: Individual and Household memberships are “voting memberships,” and are reserved for residents and residential property owners within the boundaries of the Association, as defined by “WGNA Boundaries” map contained on the Neighborhood page of the WGNA website.
b) Associate and Corporate Memberships: Associate and Corporate memberships are open to anyone interested who subscribes to and supports WGNA’s purposes, values, and non- discrimination statements and are “non-voting memberships.”
The qualifications or eligibility requirements for membership and the rights and obligations of members shall be as provided in these By-laws and under applicable California and U.S. law.
SECTION 3. DUES. Members shall pay dues annually in an amount set by the Board of Directors. DuesordonationstoWGNA,a501(c)(4)organization,areNOTtax-deductiblefor income tax purposes.
SECTION 4. VOTING RIGHTS. Each adult (18 years or older) currently paid Individual member is entitled to one (1) vote. A maximum of two (2) designated adult members of a current paid Household membership are entitled to vote. A current paid WGNA Individual or Household members must be a member/s for at least six (6) months prior to October election to be eligible to vote. Associate and Corporate Memberships are “non-voting memberships.” Proxy voting shall not be permitted on any matter put to vote by the Board or membership.
Voting Rights are subject to By-laws, WGNA published policies and procedures, and California Corporation Code.
WGNA members shall have the right to vote on:
a) Election of Officers and Directors;
b) Any amendment to these By-laws that materially and adversely affects member voting rights, and all amendments to the Articles of Incorporation of this corporation, except for amendments permitted to be adopted by the Board of Directors alone under Section 5812(b) of
the California Nonprofit Public Benefit Corporation Code; Amendments and modification to these bylaws that does not materially nor adversely affects member voting rights does not require a member vote, but rather shall be adopted by a majority vote of the WGNA Board of Directors
c) Disposition of all or substantially all of the assets of this corporation;
d) Any merger of this corporation;
e) Any dissolution of this corporation; and
f) Any other matters that may properly be presented to members for a vote, pursuant to this Corporation's Articles, By-laws, Board of Directors action, or California Corporation Code.
SECTION 5. MEETINGS: BOARD MEETINGS AND GENERAL MEETINGS
a) WGNA shall conduct at least two (2) public meetings per year during which WGNA business shall be discussed. This shall include the General Meeting which shall occur between May and July of each year and the Annual meeting which shall occur between October and December of each year. The quorum for the general meetings shall be ten (10) percent of the current memberships.
b) The Board of Directors shall meet at least nine (9) times per year at regularly scheduled times designated by the Board.
c) Special meetings may be called by an order of the Board of Directors or the President. No less than seven (7) days’ notice shall be given for such meetings. Board or Special meetings may be deemed “closed meetings” to for example, consider pending litigation or legal matter and/or matters involving a Board member such as disciplinary matters. The purpose of any “closed meeting” shall be announced however. A report of action taken in a “closed meeting” shall be included in the minutes and reported at the next open meeting. Strategic planning may be discussed in “closed meeting” however, any action taken thereon shall be discussed and addressed in an open meeting.
SECTION 6. ROSTER. WGNA shall keep a current membership roster containing the names of each member, email address, last current mailing address provided by the member for purposes of member notices, newsletters and emails or online web voting. The member roster shall indicate whether a member is a currently paid member in good standing.
The privacy of all member shall be respected and protected. The WGNA Membership roster contains members’ private information and shall not be provided to any individual or group outside of WGNA. It is the responsibility of all members to inform the Secretary by email or USPS postal mail about any roster information changes to keep WGNA member roster current
and accurate. The Willow Glen Neighborhood Association (WGNA) does not sell, share, or otherwise distribute personal information, except by court order.
The WGNA membership database is maintained by, and accessible only to Officers or Members of the WGNA Board.
WGNA may, from time to time, distribute information (electronically, by phone, or by mail) to our members on behalf of others, such as elected officials, City or County departments, emergency responders, etc. WGNA will not distribute information for commercial or political interests.
WGNA members who have expressed an interest in receiving information on specific topics (e.g., traffic, parks, or schools) may receive additional flyers or emails on those topics. WGNA members who have indicated a willingness to volunteer for specific activities (e.g., tree plantings or special events) may be contacted by WGNA representatives concerning those activities.
The WGNA Privacy Policy may be amended by the Board as needed. Changes will be publicized by a notice on the WGNA webpage (www.wgna.net) and by notice in the next WGNA newsletter.
Member notices shall be made online. Voting shall occur via email. unless another method is agreed to by the Board of Directors.
SECTION 7. INSPECTION RIGHTS.
a) Articles and By-laws. Current copies of the Articles of Incorporation, By-laws, Policies, Positions, minutes of meetings, Board, and any Board committee meetings shall be available for inspection at reasonable times and for a purpose reasonably related to the member's interests as a member shall be governed by the California Nonprofit Public Benefit Corporation Code.
b) Accounting Records. On written request, any member (in person or through an agent or attorney) may inspect and copy the accounting books and records of WGNA for a purpose reasonably related to the member's interests as a member shall be governed by the California Nonprofit Public Benefit Corporation Code.
c) Membership Records. The right of members to have access to the membership records of this corporation shall be governed by Sections 6330 through 6332 of the California Nonprofit Public Benefit Corporation Code.
SECTION 8. OTHER RIGHTS. In addition to the rights described in these By-laws, members of this corporation shall have any other rights afforded to voting members and shall be governed by the California Nonprofit Public Benefit Corporations Code.
SECTION 9. NON-LIABILITY OF MEMBERS. No member of WGNA shall be personally liable for the debts, liabilities, or obligations of this corporation.
ARTICLE IV: BOARD OF DIRECTORS: ELECTED EXECUTIVE OFFICERS AND APPOINTED BOARD MEMBERS
SECTION 1. COMPOSITION. It is the intent of these By-Laws that there shall be a minimum of 7 but no more than 11 Board of Directors. The Board of Directors shall consist of five (5) elected Executive Officers - President, two (2) Vice Presidents, a Secretary and Treasurer, and no more than six (6) Board Members.
SECTION 2. QUALIFICATION FOR OFFICE. A nominee for Executive Officer shall have been a member of WGNA for at least one (1) year prior to the date of the election, unless appointed due to vacancy.
SECTION 3. TERM OF OFFICE. The term of office for Executive Officers and Board Members shall be two (2) years, beginning January 1st of the year following the election of officers. No Executive Officer may hold the same office for more than two consecutive two year terms, for a maximum of four (4) years. The term for Board Members shall be two years, beginning as of January 1st following election of officers, unless appointed to the Board at a different time due to a vacancy in which case, that term shall expire as of January 1st following officer elections. There shall be no limit to the number of terms for Board Members.
SECTION 4. VACANCIES:
a) With the exception of the President, if there is a vacancies of one of the Executive Officer positions, shall be filled by a majority vote of the Board for the remainder of the term of office.
b) A vacancy in the office of the President shall be filled by the First Vice-President. The Board then shall appoint a First Vice-President by a majority voice of the Board for the who shall remain in office for the remainder of that term.
(c) Vacancies within the Board of Directors may be filled by appointment of a new Board Member by majority vote of the board for the remainder of the term.
SECTION 5. ELECTIONS OF OFFICERS; ELECTION OF BOARD MEMBERS (IF NECESSARY)
a) Effective in year 2023, Executive Officer Elections shall occur via email in either September or October in any given year and shall occur prior to the Annual meeting. The results of Officer Elections and Board Member Elections (if necessary) shall be announced via email following the Annual Meeting. Newly elected Executive Officers shall “take office” as of January 1st of the
following year.
b) Voting shall be by email ballots primarily or by electronic or paper ballot. c) Elections shall be by a plurality of those voting.
ARTICLE V: BOARD OF DIRECTORS AND OFFICERS: GENERAL AND SPECIFIC POWERS AND DUTIES; CODE OF CONDUCT
SECTION 1. POWERS AND DUTIES OF BOARD OF DIRECTORS. The Board of Directors shall:
a) Be responsible for the conduct and management of the business of the Association;
b). Supervise preparation and maintenance of the policies and procedures for the Association and its activities;
c) Appoint committees as needed; and
d) Supervise the preparation of the budget and approve all expenditures. Ensure that annual legal filings are completed in a timely manner including but not limited to State and Federal Tax Returns, California Dept of Justice Charitable Registry and California Secretary of State Corporate and Information Filings.
SECTION 2. DUTIES OF EXECUTIVE OFFICERS
a) President: The President shall coordinate all Association activities, preside at meetings of the Association and the Board, and shall have the general powers of supervision and management of the Association as it pertains to the office and such duties as may be designated by the Board. The President shall be an ex-officio member of all other committees and shall be notified of all meetings.
b) First Vice President: The First Vice-President shall assume the duties of the President in that officer's absence. Other duties shall be performed as required by the President or the Board.
c) Second Vice-President: The Second Vice-President shall perform duties as required by the President or the Board.
d) Secretary: The Secretary shall keep minutes of the Association and Board meetings, shall be responsible for notification for Association and Board meetings, shall have the responsibility of Association correspondence, at the direction of the President, and shall maintain archive files.
e) Treasurer: The Treasurer shall be custodian of the Association funds and supervise the handling of funds of any enterprises of the Association. The Treasurer shall keep proper
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financial records, report regularly to the membership and the Board, and pay budgeted requests as directed by the Board. The Treasurer shall ensure either directly or via delegated authority to another board member that annual legal filings are completed in a timely manner including but not limited to State and Federal Tax Returns, California Dept of Justice Charitable Registry and California Secretary of State Corporate and Information Filings. (f) An Officer or Board Member in performing their duties shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (i) One (1) or more Officers or Directors of this corporation whom the Director believes to be reliable and competent as to the matters presented; (iii) A Board Committee upon which the Director does not serve, as to matters within its designated authority, provided that the Director believes such Committee merits confidence; so long as in any such case, the Director acts in good faith after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted. g) An Officer or Board Member who performs their duties in accordance with this Section shall have no liability based upon any failure or alleged failure to discharge that person's duties, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat a public or charitable purpose to which this corporation, or assets held by it, are dedicated. h) The liability of Officers and Board Members for monetary damages shall be eliminated to the fullest extent permissible under California law per California Corporation Code paragraph (10) of subdivision (a) of Section 204. |
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SECTION 3. OFFICERS AND DIRECTORS ACTIVE PARTICIPATION: To be a strong, effective and functioning organization WGNA depends on the active volunteer participation of WGNA’s Officers and Directors for all Board Meeting, General Membership Meetings, WGNA Committee and planned activities and events. All Board Members and Executive Officers, by virtue of their participation, agree to be able and willing to volunteer their time and actively participate in WGNA business, whether internal business, conducting meetings or participating in events. However, as WGNA is an entirely volunteer run associations, there shall be no specific |
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requirement for the number of hour volunteered, nor shall there be requirement for a board member to participate in every event or even specific events. WGNA shall not schedule or participate in any events or activities unless there are sufficient number or Board Members or member who are able to volunteer their time. |
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WGNA Committees are involved in many complex issues that require extensive research, knowledge and understanding to properly represent WGNA and our members. Committees may research issues and make written recommendations for Board adoption. The Board may approve, change, revise or veto any Committee recommendations. All official WGNA Policies and Positions will be written, recorded in Board meeting minutes and published. The President is the official WGNA spokesperson. The Board of Directors may additionally authorize one or more Executive Officers or Board members to publicly represent the Board’s official Policies and Positions. Executive Officers and Board Members shall not publicly or privately misrepresent WGNA official written Policies or Position/s to any elected officials, government staff, individuals, or groups. SECTION 4. EXECUTIVE OFFICERS AND BOARD MEMBER CODES OF CONDUCT AND ETHICS: The following Code of Conduct applies to Board Members while they are in or at a board meeting and whenever they are acting on behalf of the WGNA, and whenever they are attending a function and representing themselves and/or identifying themselves as members of the WGNA Board. By accepting the position of Executive Officer or Board Member on the Willow Glen Neighborhood Association Board of Directors all Board Members and Executive Officers acknowledge that they agree to the following rules of conduct and ethics. i) General: An Executive Officer or Board Member shall perform his/her duties, in good faith, and in the best interest of WGNA and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances. |
(ii) Executive Officers and Board Members shall treat each other, members of the WGNA, and members of the public, in a courteous, fair and equitable manner and shall refrain from the use of inappropriate language or profanity.
(iii) Executive Officers and Board Members will to the best of their abilities inform themselves about the WGNA’s operations, by-laws, programs and activities.
(iv) Executive Officers and Board Members will to the best of their abilities inform themselves about the facts and issues surrounding matters before the WGNA board before voting upon such matters and issues.
(v) To the best of their abilities, Executive Officers and Board Member will not seek to gain personal advantage or personal benefit or to profit from the activities and resources of the WGNA.
(vi) Officers and Board Member shall refrain from accepting gifts or favors or promises of future benefits which might compromise or impair independent judgment regarding issues addressed by the WGNA board.
(viii) Executive Officers and Board Member agree that to the best of their abilities they will comply with all laws in acting as board members both in each member’s individual capacity as a member and the board as a whole shall so comply in its actions and decisions as a board.
(ix) In so far as possible and appropriate, the WGNA board will conduct its business in an open, honest and transparent manner.
(x) The WGNA board recognizes that each board member as an individual has free speech rights, and as an individual may work on, speak about and endorse causes and individuals. However, while recognizing such rights, members of the WGNA Board agree that they will refrain from using their membership or any other board title or position to endorse political candidates or causes.
(vii) Executive Officers and Board Member shall avoid conflicts of interests or the appearance of conflicts of interest with WGNA, and where there exist conflicts of interest, shall inform the board.
SECTION 5. CENSURE, REMOVAL OR TERMINATION OF OFFICER OR BOARD MEMBER FOR VIOLATION OF BY-LAW AND CODES OF CONDUCT AND ETHICS, TERMINATION OF MEMBERS
The Board of Directors shall have the authority by a vote of a majority of the Board of Directors to engage in appropriate disciplinary proceedings regarding the conduct of an Executive Officer or Board Member which may constitute a breach or violation of these Code of Conduct and Ethics. Disciplinary action resulting may include censure, suspension, removal from the Board of Directors and/or Termination of Membership. The outcome of a disciplinary proceeding shall be considered final.
SECTION 6. MEMBER CODES OF CONDUCT: The following Code of Conduct applies to any member while they are in/at a board meeting and/or in communications with other board members, Executive Officers or Board Members whether in person or others.
Members shall treat each other, members of the WGNA and members of the public, in a courteous, fair, respectful and diplomatic manner. Members shall refrain from engaging in harassing or other disturbing conduct towards other members or the Board of Directors whether in person or online.
Members engaging in conduct that violate these Codes of Conduct may be asked to cease speaking, leave or meeting or in extreme circumstances have their membership status revoked or terminated.
ARTICLE VI: FINANCE AND FISCAL POLICY
SECTION 1: GENERAL FISCAL POLICY AND OPERATIONS
(i) Responsible management of other people's money requires competence and integrity. For nonprofits and volunteer organizations without certified and bonded staff, financial matters are the responsibility of the Board of Directors and built on trust and a mutually understood process. The WGNA has operated on trust and community 'good will'; but today, that is not enough.
(ii) A clear and simple policy would codify the essence of best practices and: provide guidance for managing our funds; improve the efficiency in processing financial matters; and better inform the board, committees and membership.
(ii) Financial Operating Policy: Fund Raising
A General Membership shall be defined in the Bylaws. A Business/Corporate Membership shall be considered support for the purpose and work of the WGNA and shall not be considered a voting membership. Financial Contributions with no specific notation on the check or by attachment shall be considered for the general purpose and work of the WGNA. Contributions with specific notation on the check or by attachment shall be considered for the project, event or purpose noted. Fund Raising – Sales of WGNA property shall accrue to the general fund unless otherwise directed by Board action.
(iii) Expenses
Operating Expenses shall be considered as those essential to the ongoing maintenance of the WGNA; If a specific operating expenses excess $500, it shall be approved by the President and by at least one (1) other Executive Officer.
Projects, events or special purpose items estimated to have an expenses of $5,000 or more shall have a written plan and revenue/expense budget with estimated maximum cost which shall be provided to all Board members at least 2 weeks in advance, and shall be approved by Board majority vote.
(iv) Payments
Direct payments for goods, services or other shall:
a) Require evidence of receipt
b) Valid invoice with description of that received, and name of supplier c) Shall be paid within 30 business days of receipt or date requested.
If approved expenses are paid which required reimbursement, said reimbursement for approved expenses shall require evidence of receipt and valid invoice with description of that received and name of supplier; and upon delivery to the Treasurer be paid within 45 business days.
(v) Reports
Tangible Assets and Inventory of the organization shall tracked and reported in the Treasure's monthly report, (in summary or detail as appropriate).
Reports: All bank records shall be maintained and available to the Board in paper, digital media and/or on line.
Monthly financial reports shall be kept and reported in a standard cash flow/financial report manor or otherwise approved by the Board.
Financial accounting and reports should be facilitated by use of software application requiring only basic accounting and computer skills, and should be transferable to succeeding Treasurer officers.
Any call for an audit of the financial records of the WGNA shall require 20 business days advance written notice and must be approved by the President and 3 Board officer(s).
SECTION 2. FISCAL YEAR. Effective January 1, 2023 (or date approved by the IRS), The fiscal year for WGNA shall be from January 1st through December 31st.
SECTION 3. DISSOLUTION OF THE ASSOCIATION. In the event of the Dissolution of the Association, its assets after payment of all indebtedness, obligations, and cost of dissolution, shall be distributed by action of the Board for one or more exempt purposes within the meaning of Section 501(c)(3) or Section 501 (c)(4) of the Internal Revenue Code, or shall be distributed to the local government for a public purpose related to the Willow Glen Community.
ARTICLE VII: PARLIAMENTARY AUTHORITY
SECTION 1. AMENDMENTS. Amendments to the By-Laws may be proposed by the Board of Directors , or in the alternative at a request made to the President by no less than twenty-five
(25) members of WGNA, all of whom have been dues-paying members during the preceding six months.
a) AMENDEMENTS BY THE BOARD OF DIRECTORS. The Board of Directors have the authority to amend and/or revise these By-laws by a 2/3 vote of the Board; provided notice of such proposed changes has been given at the previous Board meeting and notice sent to those Board members not present at the meeting. The General Membership shall be notified of any By-Law changes in the newsletter and/or at the Annual meeting.
b) AMENDMENTS BY WGNA MEMBERSHIP. Amendments or revisions may be proposed by the general membership during an Association meeting. Any such amendments or revisions may be adopted by a 2/3 vote of all WGNA members present at the meeting, provided that the number of voters is equal to at least 10% of the total WGNA memberships and that notice of the proposed amendments or revisions and manner of voting has been given.