SHASTA/HANCHETT PARK NEIGHBORHOOD ASSOCIATION
Article I – NAME
The name of the Association shall be the Shasta/Hanchett Park Neighborhood Association (S/HPNA) and shall be located in the city of San José, California. The S/HPNA Community shall be geographically defined as shown in Attachment A and shall include the Shasta/Hanchett Park, St. Leo’s, Garden Alameda, and Cahill Park neighborhoods.
Article II – PURPOSE
The purpose of the Association shall be to enhance the S/HPNA Community by promoting programs and activities that develop a sense of community and foster civic involvement for the betterment of this diverse community.
The Association shall strive to:
- Preserve and enhance the physical and aesthetic environment within the Community;
- Maintain and improve property values and a sense of pride and identity in the Community; and
- Serve as a mechanism for communication and advocacy within the Community and beyond.
Article III – MEMBERSHIP
Section 1. Eligibility
Any person who subscribes to and supports the purposes of the Association shall be eligible for membership.
Section 2. Voting
Only members in good standing who reside or own residential property within the defined boundaries of the Association shall have voting privileges.
Section 3. Dues
A. Dues for membership in the Association shall be established by the Board of Directors and are payable upon joining the Association.
B. Dues shall be for a membership term of one (1) fiscal year. Memberships will be renewed on January 1 each year thereafter.
C. Any member who is in arrears in payment of dues after thirty (30) days shall be notified by the Treasurer. If payment is not received within thirty (30) days of notice, membership in the Association shall be terminated.
Section 4. Association Meetings
A. The Association at-large shall meet at least one (1) time each year, of which one (1) meeting shall be held between January 1 and March 1 for the election of Directors and Officers.
B. Special meetings may be called by the order of a majority the Board of Directors, a petition of ten percent (10%) of the Association membership, or by the President of the Association. At least seven (7) days notice shall be given for such meetings.
Article IV – BOARD OF DIRECTORS
Section 1. Composition
The Board of Directors (Board) shall consist of no more than nine (9) Directors, including four (4) Officers of the Association and no more than five (5) Directors At-Large.
Section 2. Eligibility
A. Directors must be voting members of the Association in good standing when elected or appointed and must remain so throughout their term.
B. Directors will make best efforts to fill board seats with Directors who reside in each of the S/HPNA neighborhoods (e.g., Shasta/Hanchett Park, St. Leo’s, Garden Alameda, Cahill Park).
C. Directors shall also make best efforts to fill one seat with a renter who does not own a residence.
Section 3. Powers and Duties
A. The Board of Directors collectively shall:
1. Be responsible for the conduct and management of the Association
2. Appoint and oversee standing and ad hoc committees as needed
3. Budget and approve all expenditures
B. Individual Directors shall:
1. Attend at least two-thirds (2/3) of all Board meetings
2. Chair and/or participate actively on at least one (1) standing committee or special project or ad hoc committee. Officers of the Association shall fulfill this obligation through service on the Executive Committee.
3. Attend at least two (2) of the Association’s events each year
4. Be active in recruiting and developing Association members, volunteers, and future Directors
Section 4. Board Meetings
A. The Board shall meet at least ten (10) times annually at times designated by the Board. The President may call special meetings at any time, and shall call a special meeting upon written request of three (3) Board members. At least three (3) days notice shall be given of any Board meeting.
B. A quorum shall consist of five (5) members of the Board and, except as otherwise provided by these Bylaws, a majority vote of those present shall govern. A quorum for purposes of filling Board vacancies shall consist of the lesser of five (5) members of the board or the total number of currently filled Board positions.
Section 5. Removal
The Board reserves the right to suspend from office any Board member for just cause upon written notification. Just cause shall include a noticeable disinterest in the welfare of the Association, excessive unexcused absences, failure to perform the duties of the office, breach of the Code of Conduct, and/or violation of the provisions of these Bylaws. A two-thirds (2/3) majority vote of the entire Board shall necessary for removal from the Board.
Section 6. Limitations & Indemnification
No Board member shall act or represent her- or himself as an agent of the Association for any reason without the authorization of the Board. All current and former Board members, Directors and Officers, shall be indemnified by the Association to the fullest extent permitted under the law for any and all acts and omissions made in the good faith execution of their duties as a Director of the Association, with the express exclusion of any willful misconduct or gross negligence on the part of the Director.
Article V – OFFICERS OF THE ASSOCIATION
Section 1. Composition
A. The Officers of the Association shall consist of a President, Vice President, Secretary, and Treasurer, all of whom shall be members of the Board of Directors.
B. These Officers shall also comprise the Executive Committee of the Association.
Section 2. Election & Term of Office
A. All Officers shall be elected for a term of one (1) year by the Association membership at the annual membership meeting.
B. No Officer may hold more than one (1) office simultaneously, nor the same office for more than three (3) consecutive terms.
Section 3. Vacancies
A. Vacancies in all offices, except that of President, shall be filled by appointment by the Board for the remaining term of the office.
B. Any vacancy in the office of President shall be filled by the Vice President. If the Vice President is unable to assume the office of the President, then the vacancy shall be filled by appointment by the Board. Appointed positions are to be filled for the remainder of the original term of office.
Section 4. Duties
A. President: The President shall be the Chief Executive Officer of the Association. The President shall direct all operations and activities of the Association under the auspices of these Bylaws, serve as the official representative of the Association, preside over meetings of the Association and the Board, and shall have such general powers of supervision and management of the Association as pertain to the office and such additional duties as may be designated by the Board. The President shall have the authority to excuse absences of Board members for reasonable, bona fide professional, educational, health, or emergency circumstances. The President shall be an ex officio member of all Committees of the Association and shall be notified of all Committee meetings.
B. Vice President: The Vice President shall assume the duties of the President in that Officer’s absence, shall be responsible for overseeing and coordinating the activities of the Committees of the Association, and shall facilitate volunteer involvement in the Association. Other duties shall be performed as designated by the President or the Board.
C. Secretary: The Secretary shall ensure a complete and accurate record of Association activity during the Officer’s term of office. The Secretary shall prepare agendas for and keep minutes of all Association and Board meetings, shall be responsible for notifying Association members of Association meetings and Board members of Board meetings, shall be responsible for the preparation and recording of other official documents (e.g., correspondence, grant applications) on behalf of the Board, and shall have the responsibility of maintaining a current roster of all Association members and volunteers.
D. Treasurer: The Treasurer shall be custodian of all Association funds, shall supervise the handling of funds of any enterprise of the Association, and shall be responsible for collecting and maintaining current records of membership dues payments. The Treasurer shall assure the keeping of proper financial records, shall report regularly to the Board, and shall pay requests from Association funds as directed by the Board. The Treasurer shall be responsible for promoting the Association’s fiscal solvency and fund development initiatives (i.e., fundraising) in association with other Board members, Committees, and Association activities.
Article VI – DIRECTORS AT-LARGE
Section 1. Composition
The remaining members of the Board of Directors shall be no more than five (5) Directors At-Large, elected annually as prescribed in these Bylaws.
Section 2. Term of Office
Directors At-Large shall be elected for a term of one (1) year by the Association membership at the annual membership meeting.
Section 3. Vacancies
Any vacancies in the positions of Director At-Large shall be filled by appointment of the Board. Appointed positions are to be filled for the remainder of the original term of office.
Article VII – NOMINATIONS & ELECTIONS
Section 1. Nominations
A. The Board of Directors may submit a slate of Officers and/or Directors to the Association membership for consideration.
B. Additional nominations shall be accepted from the floor, provided that the verified consent of the nominee has been provided.
C. Any nominee must be an Association member in good standing, and must be a resident or residential property owner within the community (i.e., a voting member of the Association).
D. Only those members who have been in good standing with the Association for at least one (1) year shall be eligible for nomination as an Officer.
Section 2. Elections
A. The election of Directors and Officers shall be conducted at the annual membership meeting of the Association.
B. Those nominees running for Officer positions receiving the largest number of votes for each office shall be declared elected.
C. Members may cast one vote for each Director vacancy. Those nominees receiving the largest number of votes shall be declared elected until all vacancies are filled.
D. Voting shall be conducted in a single round of balloting, or in the case of but one nominee for a position, that position may be elected by voice vote.
Article VIII – COMMITTEES
Section 1. Executive Committee
A. There shall exist an Executive Committee, comprised of the Officers of the Association.
B. The Executive Committee may be delegated any of the powers and authority of the Board of Directors in the management of the business and affairs of the Association, with the exception of:
1. The approval of any action that under Law or these Bylaws requires the approval of the members or the full Board of the Association.
2. The setting of dues for Membership in the Association.
3. The filling of vacancies on the Board.
4. The appointment of Committees of the Board or the membership thereof.
5. The amendment of these Bylaws or any Committee Charter.
6. Any action contradictory to the express direction of the full Board.
C. Any action taken by the Executive Committee shall be reported to the full Board at the next meeting thereof.
D. Any action taken by the Executive Committee may be reconsidered by the full Board following a majority vote of a quorum of the Board to reconsider the action.
Section 2. Standing Committees
A. The Board of Directors may appoint such Standing Committees as it sees fit to facilitate the execution of the Association’s purpose and regular business.
B. All Standing Committees shall have a Charter, approved by a two-thirds (2/3) majority of the entire Board, that defines the purpose and scope of authority of the Committee.
C. No Committee shall represent itself as representative of the Board or of the Association as a whole without the express authorization of the Board.
D. All Standing Committees shall be chaired by a member of the Board; but may have such membership as authorized in the Committee Charter, which may include members of the Association who are not Board members.
E. Committees may establish standing or ad hoc subcommittees, as specified in the Committee Charter; however such subcommittees, which may be chaired by a voting member of the Association other than a Board member, shall require the action of the parent Committee chair to exercise any power delegated to the parent Committee by the Board.
F. The Board may appoint as needed, the following Standing Committees for the associated general purposes:
1. Communications Committee:
2. Events Committee:
3. Neighborhood Preservation Committees:
4. Planning & Land Use Committee:
5. Volunteer Services Committee:
6. Neighborhood Schools Committee:
Section 3. Other Committees
A. The Board of Directors may appoint such other Standing or Ad Hoc Committees as it sees fit to facilitate the execution of the Association’s purpose.
B. Standing Committees shall address primary areas of the Association’s ongoing operations and shall have a Charter that defines the purpose and scope of authority of the Committee. Approval of a Charter by the Board shall constitute establishment of the Standing Committee and Article VIII, Section 2.F. of these Bylaws shall be amended to reflect the existence of the Standing Committee by direction and delegation of the Association membership upon the adoption of these Bylaws.
C. Ad Hoc Committees shall have a specified purpose and duration, but shall not be delegated any of the powers of the Board. Ad Hoc Committees may be chaired by any voting member of the Association in good standing but must report to the Board on a regular basis, not less than monthly.
D. No Committee shall be delegated, by Charter or by other Board action, any of the powers or authority prohibited in Article VIII, Section 1.B. of these Bylaws.
E. No Committee shall represent itself as representative of the Board or of the Association as a whole without the express authorization of the Board.
Article IX – FINANCES
Section 1. Fiscal Year
The Fiscal Year of the Association shall be from February 1 to January 31 of the following year.
Section 2. Financial Authority
All checks must be signed by any two of the following Officers of the Association: Treasurer, President, or Vice President.
Section 3. Dissolution
A. The property of the Association is irrevocably dedicated to social welfare purposes and no part of the net income or assets of this Association shall ever inure to the benefit of any Director, Officer, or member thereof; or to the benefit of any private persons.
B. Upon the dissolution or winding-up of the Association, its assets remaining after payment, or provision for payment, of all debts and liabilities of this organization shall be distributed to a non-profit fund, foundation, or corporation which is organized and operated exclusively for charitable or social welfare purposes and which has established its tax-exempt status under Section 501(c)(3) or (c)(4) of the Internal Revenue Code.
Article X – ROSTER
Any roster or list containing the membership of the Association shall be deemed proprietary and the private property of the Association. No member shall give or sell this roster to any party outside of the Association without a legitimate purpose directly related to the conduct of the Association’s business and the express authorization of the Board of Directors.
Article XI – PARLIAMENTARY PROCEDURE
Conduct of meetings and other business of the Association and its subordinate bodies shall be governed by the current edition of Robert’s Rules of Order, Newly Revised; except as otherwise provided herein.
Article XII – AMENDMENTS
These Bylaws may be amended at an Association meeting by a two-thirds (2/3) affirmative vote of the voting members present and in good standing; provided that notice of the proposed amendment(s) has been given in the notice of the meeting. Any proposed amendments to these Bylaws must be submitted in writing to the Board of Directors. The Board shall review and revise the Bylaws as deemed appropriate and will present the proposed amendments to the Association membership for approval.
The boundary of this association falls within the following streets and/or intersections:
- Beginning from the Northwest corner, the intersection of Taylor Avenue and Stockton.
- Traveling South down Stockton, to the Southern & Pacific Railroad.
- Traveling West, down Park Avenue to Race Street.
- Traveling South to West San Carlos, then West to Hester Avenue.
- Along Hester, then Dana Avenue, to Naglee Avenue.
- Lastly, Northeast on Naglee, then Taylor and again at the corner of Taylor/Stockton.
These areas are also known as:
- Garden Alameda
- Cahill Park
- St. Leo’s, and
- Shasta Hanchett Park
Code of Conduct and Ethics Guidelines
S/HPNA Board of Directors
As members of the S/HPNA Board of Directors, we have the obligation and responsibility to ensure that all work done on behalf of the Board is fair and ethical, and complies with both the letter and spirit of our bylaws. Based on the 2006 City of San Jose Sunshine Reform Task Force, the following draft Code of Conduct and Ethics Guidelines are respectfully submitted for review and comment.
To encourage public confidence in our work and recommendations, we agree to abide by the following:
- When acting in our roles as S/HPNA Board members, we will work for the common good of S/HPNA and the neighborhood’s residents, not for any private, personal, or partisan / political interest.
- Board members shall conduct themselves at meetings and events sponsored by S/HPNA, and in their public and non-public dealings with other Board members, in a fair, equitable, and courteous manner that is consistent with respect for people of all genders, races, creeds, national origin, immigration status, gender identification, sexual orientation, or any other personal attribute or group identification.
- Board members will listen attentively to all public discussions and maintain the highest standards of public conduct in our interactions with each other, with speakers, and with staff.
- Board members will study the background materials and shall inform themselves of the facts and options before voting. Votes shall be cast according to the merits and substance of the issues.
- Board members will keep confidential any materials deemed confidential by the Board, including, but not limited to, those items discussed in Closed Session.
- Board members will disclose any actual, potential, or perceived conflict of interest, and will abstain from voting in case of such conflict.
- Board members will refrain from accepting gifts or favors, or promises of future benefits which might compromise or impair independent judgment regarding issues addressed by the Board.
- Board members will conduct the Association’s business in an open and transparent manner.
- Board members will refrain from using their Board titles for identification in support of any political candidate or cause, or in any correspondence wherein they are not authorized to act on behalf of the Board.