BYLAWS OF INDIAN VALLEY ASSOCIATES
1987 (AMENDED in 2005)
ARTICLE I – (Purposes)
The primary purposes of Indian Valley Associates are:
(A) To support the Indian Valley Specific Plan as adopted by the Board of Supervisors of Marin County in 2003 with the objective of preserving and improving the rural/residential environment for which Indian Valley is well known.
(B) To foster in its members a unified community spirit that encourages all residents to act as “Trustees” of Indian Valley.
(C) To provide a means of monitoring development and to provide a forum for members to offer suggestions and recommendations or raise questions regarding matters of significance to Indian Valley.
(D) To disseminate to members information significant to Indian Valley residents when received from the County or other sources.
(E) To provide a practical and efficient means for residents to work with the County or other government bodies on matters related to Indian Valley.
ARTICLE II – (Membership)
Membership shall be open to residents and/or property owners in the Valley which is defined as the approximately 630-acre unincorporated portion of the Novato area as outlined on the map of Indian Valley attached hereto.
ARTICLE III – (Dues)
Annual family dues established by the board of directors are payable May 1. All adult members, regardless of whether they have paid dues, shall have voting rights at meetings of the membership.
ARTICLE IV – (Officers and Directors)
The Association shall be governed by the following elective officers and directors:
Officers: (Term of office – two years)
→ President and Chairman of the Board of Directors; Vice President, Secretary; Treasurer.
Directors: (Term of office – two years, except as initially provided in ARTICLE V below)
→ There shall be sixteen (16) members of the Board of Directors, plus the President.
Only members whose dues are paid current are eligible to serve as directors or officers.
ARTICLE V – (Nomination, Election; Removal of Directors & Officers)
At the first annual meeting after adoption of the original Bylaws when there were ten members of the Board plus the President, the nominating committee will designate five (5) of the Board of Directors whose term of office will be one (1) year.
Thereafter, all directors will serve for two (2) years with half of the directors completing their term each year. At subsequent annual meetings of members, a list of qualified candidates will be presented for President, if his/her term has expired, and eight (8) directors by a nominating committee of five (5) members of the Board of Directors appointed by the President.
After presentation of the committee selections, the President, as presiding officer, will call for nominations from floor. Unopposed candidates will be automatically elected to office. The vote for competing candidates shall be by written ballot. The nominating committee will count the votes. The presiding officer shall vote only to break ties.
At the first meeting after the new board is constituted, the directors shall elect officers to fill any vacancies. Any officer or director may be removed from office and any office vacated during its term may be filled by a two-thirds (2/3) vote of the Board of Directors. A director may be removed from office by the Board of Directors for missing three (3) successive meetings.
ARTICLE VI – (Committees)
Committees as needed will be selected by the President and approved by the Board of Directors. Committee chairmen will be selected by the committee.
ARTICLE VII – (Meeting Dates)
An annual meeting of the membership will be held at a time and place designated by the President/Chairman of the Board. Other meetings of the membership may be held at the call of the President. The Board of Directors will meet at least quarterly and also at the call of the President.
ARTICLE VIII – (Notice of Meetings)
Written notice of every meeting of members must be either personally delivered or mailed by first-class U.S. mail, postage prepaid, twenty (20) days before the date of the meeting to each member who is entitled to vote at the meeting as of the record date for notice of the meeting.
The notice must be addressed to the member at the address appearing on the membership book of the association for the purpose of notice.
The notice must state the place, date and time of the meeting. Notice of regular meetings must identify those matters that the Board, at the time the notice is given, intends to present for action by the members. The notice of any meeting at which board members are to be elected must include the names of all those who are nominees at the time the notice is given to the members. In the case of special meetings, the notice must specify the general nature of the business to be transacted.
Regarding Board of Directors meetings, written notice must be either personally delivered, mailed by first-class U. S. mail postage prepaid, by e-mail or facsimile transmission to each director seven (7) days before the date of the meeting.
ARTICLE IX – (Quorum)
A quorum at any meeting of members consists of thirty-five (35) members represented in person or by proxy.
A proxy is a signed written statement by a member entitled to vote who does not attend the meeting specifying the person who has the right to vote for said member at the meeting. The person holding the proxy must be a voting member.
For purposes of this bylaw, “voting power” means the power to vote for the election of Board members at the time any determination of voting power is made. A quorum at any directors meeting consists of six (6) directors. In the absence of a quorum, no business may be transacted at any meeting except the members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken, other than adjournment, is approved by at least a majority of members required to constitute a quorum.
ARTICLE X – (Duties of Officers)
The President is the chief executive officer of the association and in general, but subject to the control of the Board, supervises and controls the affairs of the association. The President must perform all duties incident to the office and any other duties as may be required by law, by the organizational instruments, or that may be assigned to him from time to time by the board. The President shall preside at all membership and directors meetings and appoint committee chairpersons. The President shall sign all contracts and legal documents.
(2) Vice President:
In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice President will perform the duties of president. When acting as president, the Vice President has all the powers of, and is subject to all the restrictions on, the President. The Vice President holds such other powers and performs other duties as may be prescribed by law, by these bylaws, or which may be assigned to him from time to time by the board of directors.
The Secretary shall have the following duties and responsibilities:
(a) Certify and keep at the principal office of the association the original or a copy of its bylaws, as amended or otherwise altered to date.
(b) Keep at the principal office of the association a book of minutes of all meetings of the board and members, recording the time and place of meetings whether regular or special, and if special, how authorized, the notice given, the names of those present at board meetings, the number of members present at members meetings, and the proceedings thereof.
(c) See that all notices are duly given in accordance with the provisions of these bylaws or as may be required by law.
(d) Be custodian of the records of the association.
(e) Keep a written record containing the name and address of each member.
(f) Exhibit at all reasonable times to any board member or elected officer of the association, or to his or her agent or attorney, on request the bylaws, the membership book, and the minutes of the proceedings of board and members meetings.
(g) Exhibit at all reasonable times to any voting member, or to his or her agent or attorney, on written demand, for a purpose reasonably related to the interests of that member, the bylaws and the minutes of directors or members meetings.
(h) In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by these bylaws, or that may be assigned to the Secretary from time to time by the board.
The Treasurer shall have the following duties and responsibilities:
(a) Have charge and custody of, and be responsible for, all funds of the association, and deposit all funds in the name of the association in the banks or other depositories selected by the Board.
(b) Receive, and give receipt for, monies due and payable to the association from any source whatever.
(c) Disburse or cause to be disbursed the funds of the association as may directed by the Board of Directors, taking proper vouchers for the disbursements.
(d) Keep and maintain adequate and correct accounts of the association’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
(e) Exhibit at all reasonable times the books of account and financial records to any board member or elected officer of the association, or to his or her agent or attorney, on request.
(f) Exhibit at all reasonable times to any voting member, his or her agent or attorney, on written demand for a purpose reasonably related to the interests of the member, the books of account and financial records of the association. Annually during the third month prior to the month in which the annual membership meeting is to be held, two (2) members of the board of directors appointed by the President, other than the Treasurer, shall review the books of account and financial records of the association for the prior twelve (12) months and report to the board of directors at a board meeting to be held prior to the annual membership meeting.
ARTICLE XI – (Amendments)
Proposed amendments will be submitted in writing to the Board of Directors who will then print and distribute to the general membership for vote at the next meeting.
A two-thirds (2/3) vote of the attendant membership is required for passage of amendments.