In Memoriam

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SECTION I – Description:
The San Martin Neighborhood Alliance, also referred to as the SMNA. The SMNA is located in San Martin, an unincorporated area of Santa Clara County, State of California.  The boundaries of the unincorporated area called San Martin are Maple Avenue on the North, Masten Avenue on the South, and the foothills on the East and the West side.

SECTION II – Purpose:
The purpose of the SMNA is to protect San Martin’s rural atmosphere, support positive controlled growth, promote neighborhood identity and vitality, ensure an influential voice in the local governing body, and provide members with information so that they can play an active, informed role in finding solutions to our neighborhood concerns.

SECTION III – Objectives:
The SMNA will determine the goals and objectives as per the needs reflective of local residents and business owners/operators. Some sample ideas are:

· Monitor all commercial and industrial growth in the community.
· Encourage all new development to be local serving and in harmony with the neighborhood.
· Participate in research to find ways for residents to have a more influential voice.
· Participate in local revitalization projects.
· Participate with the local governing body.
· Keep SMNA members informed regarding local issues and events.
· Sponsor and encourage participation in community activities.

SETION IV – Membership:
Any person 18 years or older who shares the vision of the SMNA and resides within the boundaries of San Martin is eligible to become a Full Member of the SMNA. Any full member will be eligible for voting after six (6) months of membership.
Associate Membership is available to non-residents of San Martin if the person is 18 years or older; shares the vision of the SMNA; resides in a neighboring city (Morgan Hill or Gilroy) or owns/operates a business in San Martin. Associate members are not voting members of SMNA and thereby not eligible to be an Officer nor Director of the SMNA.
Annual dues shall be paid as established by the Board of Directors.
All membership information will be used for SMNA business only. Such information may be used to identify membership type (full or associate) as well as more easily support member contact.

SECTION V – Meetings:
The Board of Directors will meet at least six times a year. These meetings will be held at regularly scheduled times designated by the Board of Directors. A quorum of the Board of Directors is required to vote on any issue.
The President may call special meetings at any time, and shall call a special meeting upon request of three SMNA members. In either case, at least three days notice shall be given. A quorum of the Board of Directors is required to vote on any issue.
There will be one General meeting of the membership-at-large during a calendar year, in which the election of the SMNA Board of Directors will take place. Public notification of such meetings will be handled via email, U.S. Mail, and/or posted at the San Martin Post office, at the discretion of the SMNA Board of Directors.  The meeting time, date, and location are subject to availability of meeting place and other unexpected events.

SECTION VI – Board of Directors:
It is the responsibility of the Board of Directors to
Conduct and manage the business of the SMNA, including public communications.
Prepare and maintain the policies and procedures for the SMNA.
Apoint committees as necessary.
Prepare the budget.
Approve expenditures.

The SMNA Board of directors shall be comprised of at least two (2) Full members of the SMNA serving as Directors and four (4) Full members of the SMNA serving as Officers and an optional Director-At-Large.

Each year there shall be an election in which the available Board of Director positions shall be filled from within the SMNA Full members. Each Board member shall serve up to three (3) years after being elected. Each Board member is eligible to serve for up to two (2) full terms. If elected to a partial term, the elected Board member is eligible to complete the current term and will then be eligible for two (2) full terms. Upon completion of a second full term, any Board member would be ineligible for service as a Board member for at least one year, with the exception of the Director-At-Large. The Board of Director terms shall be served in a staggered fashion so as to ensure continuity of the SMNA efforts. 

The first Board of Directors shall be elected with combinations of full and partial terms as follows:

President – Three years
Vice President – Two years
Secretary – One year
Treasurer – Three years
Board of Director – Two years
Board of Director – Three One year
Director-At-Large – appointed by the Board of Directors as necessary

A vacancy shall be created by the death, resignation, removal, or the completion of their elected term. A vacancy in the office of the President, for any reason other than completion of their elected term, shall be filled by the Vice-President. Other vacancies created prior to an election shall be filled by appointment by the Board of Directors until the next election can be held. The election of a new Board member to a partial term shall be only for the remainder of the current positions term and not for the full three (3) year term

Any Board member may be removed from office, with cause, by the affirmative vote of two-thirds (2/3rds) of the other Board members.
Any Board member that fails to attend three (3) meetings without a satisfactory excuse may be removed from service by a two-thirds (2/3rds) vote of the other Board members.

No Board member shall receive any stated compensation for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at meetings, conferences or seminars pertaining to SMNA business.  Nothing herein contained shall be construed to preclude any Board member from serving the SMNA in any other capacity and receiving compensation therefore. Any Full member may be eligible for serving on the Board of Directors after being a member of the SMNA for at least one (1) year, with the exception of the first Board of Directors.

SECTION VII – Policy & General Powers:
The governing and policymaking responsibilities of the SMNA shall be vested in the Board of Directors. The Board of Directors shall adopt such policies as may be required to conduct the affairs of the SMNA. All outside contracts shall be reviewed at least annually to determine their contractual status.

Finances of the organization shall be managed by the Board of Directors, which will at all times minimize expenses so far as is reasonable and possible.

When projects are submitted for SMNA consideration, the Board of Directors shall vote as to whether or not they approve of the project. In order for the project to proceed, it must receive a yes vote from two-thirds (2/3rds) of the Board of Directors. If the project is approved, the Board of Directors will appoint a chairperson who will regularly report progress to the Board of Directors.

These By-Laws shall be amended by a two-thirds (2/3rds) majority vote of the SMNA Board of Directors present at the meeting, provided there is a quorum present.

SECTION VIII – Board of Advisors:
The Board of Directors, at its discretion, may create a Board of Advisors or other subsidiary organization appointed from SMNA members-at-large and/or other residents of the San Martin area. Members of this subsidiary organization, as such, will have no voting or policy-making powers, but should be selected specifically to provide support to the SMNA from the community.  The Board of Directors may establish their number, length of term, method of selection and precise responsibilities.

SECTION IX – Officers and their Duties:
The officers shall be a President, a Vice-President, a Treasurer, and a Secretary. The officers shall be chosen by election at the annual members-at-large meeting and shall serve without compensation. The Board of Directors as necessary may appoint a Director-At-Large.

President shall carry out the directions and resolutions of the Board of Directors, as well as, facilitate all SMNA activities, preside at the general and board meetings, coordinate the agenda for the general and board meetings, be a member of all committees and be a check co-signer with the Treasurer.

Vice-President shall attend the general and board meetings and assume the duties of the President as required and be a check co-signer with the Treasurer. The Vice-President shall be responsible for hearing grievances from both members of the Board of Directors, SMNA members-at-large, and the public. She/he shall have the power to appoint a grievance committee of at least three (3) full members to investigate any grievance deemed necessary of such investigation.  The Vice-President shall have other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.

Secretary shall keep the minutes, including attendance, of the SMNA meetings and shall have the responsibility of carrying out correspondence at the direction of the President.  The Secretary shall have copies of the minutes available at each meeting and shall assist the President in agenda preparation. The Secretary shall keep the voting record of each Board member and shall also be a check co-signer in the absence of the President and Vice-President.

Treasurer shall be the custodian of the SMNA funds and shall supervise the handling of all funds. The Treasurer shall assure the keeping of proper financial records, report the financial status to the Board, and pay budgeted requests as directed by the Board of Directors. The Treasurer shall sign all checks with a second authorized signature from the President, Vice-President or Secretary.  The Treasurer shall be bonded at the discretion of the Board of Directors; file any financial reports required of the corporation or by the Board of Directors; select the Certified Public Accountant to perform the annual audit to be presented to the Board of Directors at the annual meeting; and have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.

Director-At-Large shall be a former officer of the Board of Directors whose term of office has expired. The newly elected Board of Directors shall appoint the Director-at-Large and assign such duties as appropriate for meeting the needs of the SMNA.

SECTION X – Voting:
Each member of the Board of Directors shall have the right to cast one vote if they are in attendance at the meeting. In the case of family members the same rule applies, each individual member has the right to cast one vote.  No absentee votes will be accepted. A quorum of the Board of Directors shall be a simple majority and is required for any votes to be accepted.

SMNA members-at-large also have the right to cast their vote for new Board of Directors for the upcoming year if they are in attendance at the General meeting. Nominations for Board of Directors shall come from the nominating committee or made from the floor during the General meeting.

Voting may be done through a show of hands or verbal forum or secret ballot as determined by the Board of Directors. There is no quorum for the members-at-large.

SECTION XI – Dissolution of Assets:
The property of the SMNA is not owned by any association of Board members nor SMNA members-at-large.  It is held for the purposes and objectives as described in Articles II and III. No part of the SMNA income shall ever go to the personal benefit of any officer or member.

Upon dissolution of the SMNA, its assets shall first be used for payment of any outstanding debts or liabilities.  The Board of Directors shall distribute any remaining assets free of charge to a non-profit organization, community group, school or corporation organized for purposes consistent with those of the SMNA.

SECTION XII – Liability of Board of Directors:

No present or past member of the Board of Directors of this corporation shall be personally or otherwise liable for any of the debts, liabilities, or obligations of the corporation.  Any and all creditors of this corporation shall have recourse only to the assets of the corporation for payment.

© Copyright 2007, Emilio Littel (emilio at littel dot com) / San Martin Neighborhood Alliance, All Rights Reserved

P.O. Box 886, San Martin, California 95046

408.683.2667