BYLAWS

OF

WALDEN DISTRICT IMPROVEMENT ASSOCIATION

AN UNINCORPORATED ASSOCIATION

As Amended November 12, 2001 

ARTICLE 1

NAME

The name of this Association is the WALDEN DISTRICT IMPROVEMENT ASSOCIATION.

ARTICLE 2

 BOUNDARIES

The Walden District means that area within the County of Contra Costa, State of California, that is bounded:

(a)   On the south by the westerly projection of Walden Road to North Main Street; the southerly property line of properties on the south side of Walden Road; all properties on any street entering Walden Road from the south (except Civic Drive), and the easterly projection of Walden Road to the Walnut Creek channel. 

(b)   On the east by the Walnut Creek Channel, from the eastward Walden Road projection northward to Bancroft Road, and thereafter along Bancroft Road to Mayhew Way.

(c)   On the north by Mayhew Way from Bancroft Road to Buskirk Avenue, and thereafter westward along the projection of Mayhew Way to North Main Street.

(d)   On the west by North Main Street from the westward projection of Mayhew Way, southward to the westward projection of Walden Road.

(e)   Boundaries to be the middle of all streets and roads except Walden Road.

ARTICLE 3

OBJECTIVES

The objectives of this Association are to:

(a)   identify, research, and monitor the plans, proposals and activities of public agencies, developers, and others that may impact residents or owners of property in the Walden District;

(b)   inform and advise Walden District residents and property owners, public officials and other individuals and entities, as appropriate, about such plans, proposals and activities and their implications for residents and property owners, and

(c)   promote, encourage, coordinate and facilitate the civic interests and activities of  Walden District residents and property owners.

ARTICLE 4

MEMBERSHIP

4.1. Representation

Any person who is eighteen (18) years of age or older and (a) resides in the Walden District, or (b) owns property in the Walden District, is deemed to be represented by this Association and shall continue to be represented as long as that residence or ownership continues.

4.2. Voting Members

Each Member who has paid the dues required for a calendar year is and will continue to be a Voting Member of this Association throughout that year. No Member may hold more than one voting membership.

4.3. Rights of Voting Members

Each Voting Member is entitled to cast one vote on each matter presented for a vote at the annual membership meeting or any other special membership meeting. Voting by proxy is not permitted.

4.4. Dues

The amount of the dues for a calendar year shall be specified by the Board of Directors prior to the beginning of the New Year. If the Board does not specify an amount by the first day of January of the subject year, the dues for that year will be the same as the dues for the immediately preceding year.

4.5. Membership Records

A current record of the name, address, telephone number and dues account status of every Voting Member, and of every person who was a Voting Member during the two preceding calendar years, shall be maintained by the Treasurer. This record shall be available for inspection by any Director or any Voting Member during reasonable times and upon reasonable advance notice to the Treasurer.

ARTICLE 5

MEMBERSHIP MEETINGS

5.1. Annual Meeting

An annual meeting of the membership shall be held during the first quarter of the year at a date, time, and place determined by the Board of Directors.

5.2. Special Meetings

A special meeting of the membership may be called by the Board of Directors for a specified date, time, and place or by a letter to the Board of Directors signed by twenty Voting Members requesting a special meeting for a particular purpose. Notice of any general or special purpose meeting shall be given as specified in Section 5.3 of these Bylaws.

5.3. Notice of Meetings

Notice of any membership meeting must be given not less than ten days or more than forty-five days before the date of the meeting. A statement in an Association newsletter, on the Association's web site, or posting in conspicuous spaces within the Walden District shall be considered adequate notice.

5.4. Quorum

Those in attendance at the annual or a special membership meeting shall constitute a quorum providing notice of the meeting has been published and/or distributed as described in Section 5.3 of these Bylaws.

5.5. Conduct of Meetings

All meetings of the membership shall be conducted in accordance with the latest edition of ROBERTS' RULES OF ORDER.

ARTICLE 6

BOARD OF DIRECTORS AND OFFICERS

6.1. Number of Directors

This Association shall have no fewer than seven and no more than eleven Directors (four of whom shall also be Officers). Collectively, they shall constitute the Board of Directors.  The Directors may fill vacant directorships by a majority vote.

6.2. Duties of Directors

It shall be the duty of Directors to perform any and all duties imposed on them collectively or individually by these Bylaws and to meet at such times as these Bylaws require.

6.3. Term of Directorship

Each Director shall hold his/her directorship until the next annual meeting of the membership or until his/her qualified successor is elected or appointed or until he/she is removed under the provisions of 6.15.

6.4. Officers

The Officers of this Association shall be a President, Vice President, Secretary, and  Treasurer, each of whom shall concurrently be a Director. No person shall hold more than one office at any one time.

6.5. Term of Office

Each Officer shall hold his/her office until the next annual meeting of the membership or until his/her qualified successor is elected or appointed, or until he/she is removed under the provisions of 6.15.

6.6. Duties of Officers

(a)   The President shall be the chief executive officer of the Association and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Association and the activities of the officers. The President shall perform all duties incident to his/her office and such other duties as may be required by these Bylaws or which may be prescribed from time to time by the Board of Directors.  The President shall preside at all meetings of the Board of Directors and all meetings of the membership.

(b)   The Vice President shall perform all the duties of the President in the absence of the President, or in the event of the President's inability or refusal to act, and when so performing shall have all the powers of and be subject to all the restrictions on the President. In the Vice President’s absence, a member of the Board of Directors, chosen by the Board, shall preside.

(c)   The Secretary shall keep, at such place as the Board may direct, a book of minutes of all meetings of the Board, with date, time, location, the names of those present, and the proceedings of the meeting.  The Secretary shall keep, at such place as the Board may direct, the original or a copy of the Association’s Bylaws, and any other Association documents as directed by the Board.

(d)   The Treasurer shall be the chief financial officer of the Association and shall keep and maintain proper records of all financial transactions and assets of the Association. The Treasurer shall be the custodian of the funds of the Association and shall deposit the funds of the Association in a financial institution designated by the Board of Directors, shall effect payments of all obligations by check signed together with either the President, Vice President, or Secretary and shall prepare and present interim and annual financial reports to the Board of Directors.

6.7. Qualification of Directors and Officers

To serve as a Director, a person must be a Voting Member for a year. To become an Officer, a person must have served as a Director for one year.

6.8. Compensation

Directors and Officers shall serve without compensation, but they may be allowed reimbursement of expenses incurred in the performance of their duties. Any expense in excess of $200 must receive prior approval of the Board of Directors.

6.9. Regular Board Meetings

A regular meeting of Directors shall be held monthly at a date, time, and place the President specifies in a notice to all Directors.  The meeting may be cancelled by the President if there is no Association business to conduct.

6.10. Special Board Meetings

A special meeting of Directors may be called by the President, or by any five Directors acting in concert, by notice to all Directors. This notice must specify the date, time, and place of the meeting.

6.11. Quorum

A majority of the Directors then serving, or five Directors, whichever is the greater number, shall constitute a quorum.

6.12. Conduct of Meetings

All meetings shall be conducted in accordance with the latest edition of ROBERTS' RULES OF ORDER.

6.13. Board Vacancies

A vacancy on the Board of Directors shall exist upon the death, removal, suspension, or resignation of any Director. Any vacancy may be filled by a majority vote of the remaining Directors.

6.14. Failure to Attend Board Meetings

Any Director who fails to attend three consecutive meetings of the Board of Directors shall automatically cease to be a Director and will be notified of this action in writing.

His/her directorship shall be vacant one-half hour after the beginning of the third meeting. The Board of Directors may reverse that action by determining that at least one of the three failures was excusable for good cause.

6.15. Removal of a Director

Any Director may be removed by a vote of two-thirds of the other Directors then serving, taken at a duly called meeting of the Board of Directors. The Director in question must be made aware of the reason for this action ten days prior to the meeting.

6.16. Office Vacancy

In the event of a vacancy in the office of President, caused by death, resignation, removal, disqualification or otherwise, the Vice President shall succeed to the office of President. Any vacancy in any other office, caused by death, resignation, removal, disqualification, succession or otherwise, shall be filled by the Board of Directors.

6.17. Non-Liability of Directors and Officers

The Directors and Officers shall not be personally liable for the debts, liabilities or other obligations of the Association so long as they have acted in good faith.

ARTICLE 7

COMMITTEES

7.1. Committees

The Association shall have such standing and special committees as may from time to time be designated by resolution of the Board of Directors. These committees shall act in an advisory capacity only to the Board of Directors, be clearly identified as "advisory" committees, report only to the Board, and at all times be under the guidance and direction of the Board.

7.2. Committee Membership

The membership of a committee may be Directors or Voting Members or both. The President shall appoint the Chair of each committee with the exception of the Nominating Committee. The Chair of each committee shall appoint the members of his/her committee subject to approval by the Board of Directors. The Board may remove any member of any committee for reasons deemed by it to be sufficient.

7.3. Nominating Committee

The Nominating Committee shall consist of three Directors elected by the Board of Directors.

ARTICLE 8

AMENDMENT OF BYLAWS

These Bylaws may be amended by a two-thirds vote of the Board of Directors at a meeting of the Board of Directors when prior notice has been given.