Vista Verde Community Association

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Amended and approved November 17th 2004

ARTICLE I NAME

The association shall be called the VISTA VERDE COMMUNITY ASSOCIATION.

ARTICLE II PURPOSE AND SPIRIT

Membership in this organization is voluntary. It has as its purpose the fostering of mutual social and economic interests of property owners and residents in the Vista Verde Community and Pony Tracks Ranch, in San Mateo County, California. It looks particularly toward the safety of the community, and protection and improvement of their property and property rights. The Association is organized in a spirit which encourages the active participation of its entire membership in community affairs. Major decisions and policies are the membership’s to make. The officers of the Association shall provide leadership and direction and shall act in compliance with the mandates given them by membership.

ARTICLE III PLACE OF BUSINESS

The principal office for the transaction of business of the Association shall be the residence address of the President of the Association.

ARTICLE IV MEMBERSHIP

Section 1 Qualifications. Membership in this Association shall be open to those persons owning property and/or residing in the Vista Verde Community, including the Pony Tracks Ranch community, who have paid their dues in accordance with the provisions of section 3, Article 4 of these Bylaws. Legally vested groups owning property within the Vista Verde community share the same footing in regard to membership as do individual persons or families owning property in Vista Verde. Property addresses eligible for membership are: 10 - 40 Ciervos, 5 - 40 Deer Path, 5 - 95 Joaquin, 5 - 65 Las Piedras, 205 - 495 Old Spanish Trail (including all Pony Tracks Ranch residents), 200 - 450 Ramona, 1 - 416 Vista Verde Way.

Section 2 Voting Rights. Each membership property in Vista Verde shall entitle its owner or owners to two votes in the matters requiring a vote of the membership. However, in no case shall an owner or legally constituted owning unit be entitled to more than two votes regardless of the number of properties owned. A property owner may delegate voting rights to a tenant residing in the Vista Verde Community. Rights so delegated must be evidenced by written request received by the President. Such delegation is revocable at any time by the owner.

Voting rights may not be delegated by one property owner or owning unit to another property owner or owning unit.

When two members of an ownership unit are present, each shall vote independently.

Ownership units of more than two members with more than two members present at an occasion requiring a vote shall delegate two of their members to cast one vote each.

Section 3 Annual Dues. Each property owner or owning unit in Vista Verde who is a member of the Association shall pay dues set by a majority vote of those present at a regularly scheduled business meeting of the Association. This vote shall be taken after a recommendation by the Treasurer has been made on the amount of dues necessary to meet the Association’s expense. No member shall be eligible to vote if the dues for their household are in arrears.

Section 4 Assessments. No assessments shall be levied on the members of the Association other than the annual dues, and no member shall be subject to or liable for the payment of any assessment or levy other than the annual dues.

ARTICLE V MEETINGS OF THE ASSOCIATION

Section 1 Regular Meetings. Each year the Association shall have a minimum of two business meetings and one social gathering, at which business may be conducted. The business meetings shall be held in May and November. The dates shall be determined by the Executive Board.

Section 2 Quorum. 20 members shall constitute a quorum.

Section 3 Special Meetings. Special meetings of the Association may be called at any time by the President or in the President’s absence, the Vice-president or the Secretary, or upon the written request of not less than 20 members. Such a request shall be submitted to the President, or in the President’s absence to the Vice-president or the Secretary who shall then summon a meeting to be held not more than 14 days from the date of receipt of such a request. Notice of any special meeting must be given to all the members of the Association, and the notice must state the object of the meeting.

Section 4 Procedures. The Association shall conduct its operations in accordance with the Standing Rules of Order. Meetings shall be conducted in accordance with parliamentary procedures as described in Robert’s Rules of Order.

ARTICLE VI OFFICERS

Section 1 Term and Number. Association Officers shall be: President, Vice-president, Treasurer and Secretary, all of whom shall be elected at the November meeting to one-year terms. These Officers shall constitute the Executive Board. No member shall hold the same office for more than two consecutive terms.

Section 2 Nominations. A Nominating Committee of three members shall be selected by the membership at the May Business Meeting. The Nominating Committee shall present a slate of candidates for President, Vice-president, Secretary, and Treasurer to the Executive Board one month before the November meeting. The Executive Board shall disseminate the slate of nominees to the membership. This procedure does not preclude any member from running for office, or from nominating another member. The announcement for the November meeting of the Association shall include an agenda stating that election shall be held at that meeting.

Section 3 Election. Election shall be by secret ballot. Written votes may be submitted to the Treasurer prior to the election. In the event no candidate receives a majority of the votes, a run-off shall be held between the two top candidates.

Section 4 Vacancies. Should one of the Officers vacate a position the remaining Officers shall choose a replacement. The meeting following the occurrence of such a vacancy shall have on its agenda the election of a successor to fill the vacated office for its remaining term.

Section 5 Duties of the President. Among the duties of the President shall be that of presiding at scheduled and special meetings of the Association and the officers meetings. The President shall appoint committees according to the mandate of the general membership and shall set the location for the semiannual and any special meetings of the association.

In the absence of the President, the Vice-president shall preside over the meetings of the Association. In the absence of both the President and the Vice-president, a temporary President shall be chosen to preside over the meeting by the membership present.

Section 6 Duties of the Vice-president. Among the duties of the Vice-president shall be that of membership coordinator with the responsibility for encouraging those who are eligible to join the Association. The Vice-president shall also be responsible for the counting of the ballots for the election of officers unless the Vice-president is a candidate for election. In the absence of the President, the Vice-president shall assume the duties and responsibilities of the President.

Section 7 Duties of the Secretary. The Secretary shall keep or cause to be kept, the minutes of all meetings of the officers and the members, and a membership list containing the names and addresses of all the members of the Association. The Secretary shall also be responsible for furnishing the membership with meeting notices including the meeting agenda. These notices are to be received by the membership at least seven days prior to the occurrence if regularly scheduled meetings of the Association.

Section 8 Duties of the Treasurer. Among the duties of the Treasurer shall be that of maintaining an adequate and correct record of the assets and business transactions of the Association. This record shall be available for perusal by the membership at all times. The Treasurer shall be responsible for depositing the funds of the Association with a reputable local bank. This account shall be in the name of the Association. The Treasurer shall be responsible for the disbursement of funds according to the Standing Rules of Order. The Treasurer shall also be responsible for preparing a recommendation on the amount of the annual dues. This recommendation shall be made at the first meeting of the officers.

Section 9 Removal of Officers. Officers may, at any time, be removed from office by a vote of two-thirds of the members present at any duly constituted meeting of the Association.

ARTICLE VII COMMITTEES

It shall be the duty of the President to appoint or cause to be appointed committees according to the dictates of the Association. Committee reports shall be provided to the President and shall be used to develop the formal agenda for regularly scheduled or special meetings of the Association.

ARTICLE VIII PERSONAL LIABILITY AND PROPERTY INTEREST

No member of the Association shall be personally liable to its creditors or for any indebtedness or liability, and any or all creditors or claimants of the Association shall look only to its assets for payment.

ARTICLE IX REVISION OF BYLAWS

Section 1 Proposed Revisions. Proposed revisions to the Articles of Association may be drafted by the Executive Committee, their designates, or by any member.

Section 2 Adoption of Proposed Revisions. The proposed revisions must be presented in writing to the eligible membership. Voting on the proposed revision shall be done at the following business meeting. Adoption requires a 2/3 vote of the members in attendance (quorum of 20 required). Written votes may be submitted to the Treasurer prior to the meeting.

VISTA VERDE COMMUNITY ASSOCIATION

STANDING RULES OF ORDER

The Executive Board shall meet prior to the semiannual meetings to create an agenda.

The agenda shall be followed unless the majority of those members in attendance approves the changes.

The beginning and ending time of regularly scheduled meetings shall be followed as stated in the agenda, unless the majority of those in attendance approves of the changes.

The committee chair shall advise members of the committee as soon as possible of the cancellation of a meeting.

Each committee chair shall maintain minutes of the committee meetings and file copies with the President and Secretary.

No executive officer, committee chair, or member of the Association shall represent the Association in person or in writing without approval of at least three of the Association’s four officers.

Any disbursal of funds from the Association treasury must be first approved by at least three of the Association’s four officers.

All oral communication made on behalf of the Association by its officers, committee chairs, or persons designated to represent the Association shall be made public to the Association membership either by written summary or by oral account, at the next scheduled meeting or upon request.

Copies of all written communication made on behalf of the Association by its officers, committee chairs, or persons designated to represent the Association must be made public to the Association members at the next regularly scheduled meeting, or upon request.

No Association officer, committee member or chair shall use their position in such a way that could be considered a conflict of interest with the spirit or purpose of the Association as defined in Article II of the Vista Verde Community Association by-laws.

History of CHANGES TO VISTA VERDE COMMUNITY ASSOCIATION BYLAWS

Inverse order; latest on top:

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17 November 2004 3 revision:

ARTICLE IV: Adds two addresses on Ramona which fit logically in Vista Verde.

Changes text from 289—450 Ramona to 200 – 450 Ramona.

Done with LTW’s and the residents’ consent.

-- ARTICLE IX: Allows notification of changes to the ByLaws to be made in writing to the membership, not necessarily at a business meeting (includes regular or email). Adds the missing word, members after "Adoption requires a 2/3 vote of the."

Original method was designed for 4-5 meetings per year, we now have only 2.

--Reordering of the text to put amendments and signatures at the end of the document.

Removing extraneous text in the Nov 1999 change.

T. Michael Ward, President Karen Tate, Vice President

Bob Strehlow, Treasurer Cindy Rowe, Secretary

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21 May 2003 revision.

ATTICLE II; Changes purpose and spirit from serving only

its members’ to serving ‘the community". Passed unanimously.

T. Michael Ward, President Karen Tate, Vice President

Bob Strehlow, Treasurer Cindy Rowe, Secretary

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17 November 1999 revision:

The following document was presented to the Membership at the Annual Picnic, August 28, 1999, and voted on at the Business Meeting on November 17, 1999.

The main changes in the proposed revision are:

ARTICLE II: Adds Pony Tracks Ranch residents to the Association, formalizing a de facto condition. Adds ‘safety of members’ to the purpose.

ARTICLE IV: Lists eligible addresses. Eliminates requirement of mailed notice for dues in arrears. Dues are small; no one in recent years has taken the time to do this.

ARTICLE V: Reduces required number of business meetings from four to two. There haven’t been four meetings a year for a long time. Sets months of May and November for business meetings. Reduces quorum from 50%, which we rarely get, to 20. Adopts Standing Rules of Order, to clarify operating procedures.

ARTICLE VI: Establishes a Nominating Committee to propose a slate of officers. Makes provision for written absentee ballots.

ARTICLE IX: Establishes a procedure for revision of the ByLaws of Association.

STANDING RULES OF ORDER: The original Articles do not have this section.

Charles Tilford, President Sandy Caron, Vice-president