OAK KNOLL NEIGHBORHOOD ASSOCIATION BY LAWS
ARTICLE I NAME AND LOCATION
The name of the corporation is the Oak Knoll Improvement Association, hereinafter referred to as the “Association.” The principal office of the Association shall be
located in the City of Pasadena, Los Angeles County, California. Meetings of members and directors shall be held within the City of Pasadena, at such locations as may be designated by the Board of Directors.
ARTICLE II
DEFINITIONS
Section 1. “Association” shall mean and refer to the Oak Knoll Neighborhood Association, its successors and assigns.
Section 2. “Properties” shall mean and refer to those residential lots located within the City of Pasadena:
From the eastern city limits of the City of Pasadena, north along the city limit
to Encino Drive; then north along Encino Drive to Kewen Drive; north along Kewen Drive
to Arden Road; northwest across the intersection to the former Pacific Electric
easement; west on the Pacific Electric easement to Oak Knoll Avenue; south along Oak Knoll Avenue, including homes on the west side of the street, to Elliott Drive; west on
El iott Drive, including homes on both sides of Elliott, to El Molino Avenue; south
on El Molino Avenue, including homes on the east side of El Molino, to Allendale Road;
west on Allendale Road, including homes on the south side of Allendale, to Oakland
Avenue; south on Oakland, including homes on the west side of the street to Los Robles; southeast from Los Robles across the south end of the homes on Lomita Court to El
Molino; south on El Molino, including homes on the west side of the street to the
southern city limit; then east on the Pasadena city limit to the point where the city limit
line turns north.
Section 3. “Lot” shall mean and refer to any lot shown upon any recorded subdivision map of the Properties, and zoned for use as a single family dwelling.
Section 4. “Owner” shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot, but excluding those persons
holding an interest merely as security for the performance of an obligation.
Section 5. “Articles” shall mean and refer to the Articles of Incorporation of the Association.
Page 2 - OKNA Bylaws
Section 6. “Governing Instruments” shall mean and refer to the Articles and these Bylaws, collectively.
Section 7. “Member” shall mean and refer to those persons entitled to membership in the Association as provided in the Governing Instruments.
Section 8. “Associate Member” shall mean and refer to those persons entitled to associate membership in the Association as provided in the Governing Instruments.
ARTICLE Ill MEMBERSHIP AND VOTING RIGHTS
Section 1. Membership. There shall be two classes of membership, “Member” arid “Associate Member.”
A. “Member” — Status as an Owner shall be the sole qualification for membership. Every Owner may be a member of the Association; provided, however, that there
shall not be permitted more than one membership for each Lot. A person who owns more than one Lot shall be entitled to as many memberships as the number of Lots owned by that person. The terms and provisions set forth in the Governing
Instruments shall be binding upon all members of the Association. Membership shall be appurtenant to and may not be separated from ownership of a Lot.
B. “Associate Member” — Status as an Owner of a lot adjacent to Oak Knoll Improvement Association boundaries end that Owner’s expression of interest in OKIA membership
shall qualify that Owner for invitation and dues assessment. (“Adjacent” is de-
fined as within one block of the OKIA boundary.) Associate Members have all the
rights and privileges of membership except they shall not vote or hold office.
Section 2. Voting Rights. Each Member shall be entitled to one vote on each matter submitted to a vote of the membership.
Section 3. Dues. The Members of the Association shall be assessed dues as may from time to time be fixed and levied by the Board of Directors; provided, however,
that dues must be assessed in a uniform manner among all members. If such dues are not paid by the member within sixty (60) days after they are due, as set by the Board of Directors, the Board of Directors may, by majority vote, terminate the membership of
the member who is in default in the payment of dues. Associate Members are required
to pay annual dues fixed at the same rate as Member dues.
Section 4. Special Assessments. A special assessment of dues or contributions
in addition to regular annual dues may be made against all members of the Association by a resolution adopted by the Board of Directors and a majority of a quorum of members present at a meeting of the members.
Page 3 - OKNA Bylaws
ARTICLE IV MEETING OF MEMBERS
Section 1. Regular Meetings. Regular annual meetings of the members shall be held on the third Wednesday of October of each calendar year at the hour of 7:30 p.m., or any other reasonable time and date as may be designated by a written notice prepared by the Board of Directors and delivered to the members not less than fifteen (15) days nor more than thirty (30) days prior to the date fixed for the regular annual meeting.
If the day for the annual meeting of the members is a legal holiday, the meeting will
be held at the same hour on the first day following which is not a legal holiday.
Meetings of Association members shall be held within the Properties or at a meeting place as close as possible to the Properties. In no event shall members’ meetings be held outside the City of Pasadena.
Section 2. Special Meetings. Special meetings of the members shall be called promptly by the Board of Directors upon:
The vote for a special meeting by a majority of a quorum of the Board of Directors,
Receipt of a written request for a special meeting signed by members representing
at least ten percent (10%) of the total voting rights of the Association.
Section 3. Notice of Meetings. Except as otherwise provided below in Section 5,
written notice of each meeting of the members shall be given by, or at the direction
of, the secretary or person authorized to call the meeting, by delivering or mailing a
copy of the notice, postage prepaid, at least fifteen (15) days before the meeting,
except in situations of emergency, to each member entitled to vote at the meeting. The notice shall be addressed to the member’s address appearing on the books of the Association, or supplied by the member to the Association for the purpose of notice. The notice shall specify the place, day and hour of the meeting, and, in the case of a
special meeting, the purpose of the meeting.
Section 4. Quorum. The presence at the meeting, in person or by proxy, of members entitled to cast fifteen (15%) of the votes of the membership shall
constitute a quorum for any action as otherwise provided in the Governing Instruments. In the absence of a quorum at a members’ meeting, a majority of those present in person or by proxy may adjourn the meeting to another time, but may not transact any other business. An adjournment of a meeting for lack of a quorum shall be to a date not less than five (5) days and not more than thirty (30) days from the original meeting date.
An announcement of the rescheduled meeting date shall be made, but formal written notice, as set forth in Section 3 of this Article, need not be given. The presence at this rescheduled meeting in person or by proxy of members entitled to cast fifteen percent (15%) of the votes of the membership shall constitute a quorum.
Page 4 — OKIA Bylaws
Section5. Proxies.Atallmeetingsofmembers,eachmembermayvoteinperson or by proxy. All proxies shall be in writing and filed with the secretary of the
Association. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot.
ARTICLE V BOARD OF DIRECTORS
SELECTION AND TERM OF OFFICE
Section 1. Number. The affairs of the Association shall be managed by a Board
of not less than five (5) nor more than nine (9) directors. The exact number of directors within these limits is fixed at nine (9) unless and until changed by a resolution of the Board of Directors. The number of directors may also be changed by amendment of the Articles or by amendment of these Bylaws, and may thereby be increased to more than nine (9), but in no event shall there be less than three (3) directors. A person may not serve as a director without being a member of the Association.
Section 2. Election and Term of Office.
A. Nomination of Candidates for Election to the Board-- Any member may be nominated by any other member from the floor as a prospective candidate for election to the Board of Directors at the Annual Regular meeting or at any properly noticed Special Meeting. To be qualified as a candidate, he or she must also be seconded by three additional members. Prospective candidates may alternatively be nominated and seconded by e-mail to the OKNA e-mail address in advance of the regular or special meeting after notice of the meeting has been mailed. Notice of any meeting at which there will be an election shall be given by the Secretary to the membership by postal mail at least four weeks in advance of the meeting. Only one member at a time may serve as a Director from a single lot.
B. Qualification & Election —A Director shall be elected at the Meeting at which he or she was a candidate by a simple majority vote of all members present at the meeting provided there was a quorum
C. Term of Office - The term of office for Directors is three years. To provide
for reasonable rotation, terms are staggered at the direction of a majority of the currently serving Directors. A Board member is limited to three consecutive terms maximum.
Section 3. Removal.
Unless the entire Board of Directors is removed from office by the vote of a majority of the members, an individual director may not be removed prior to the expiration of his term of office unless by a majority vote of members present at a Regular or Special Meeting which has been properly noticed and at which a quorum was present.
Page 5-OKNA Bylaws
Section 4. Vacancies.
Vacancies on the Board of Directors shall be filled by appointment by a majority of the remaining directors, though less than a quorum, and the Director appointed to fill a vacancy shall serve for terms not exceeding the term of the Director whose vacancy is filled.
Section 5. Compensation.
No director shall receive compensation for any service he may render to the Association as a member of the Board of Directors. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties, if such expenses are authorized in advance by a majority vote of the Board of Directors. Nothing contained in these Bylaws shall be construed to preclude any director from serving the Association or the Board of Directors in any other capacity and receiving fair compensation for that service.
Section 6. Action Taken Without a Meeting.
The directors shall have the right to take any action in the absence, of a meeting which they could take at a meeting, provided all directors consent in writing to that action and the written consent is filed with the minutes of the proceedings of the Board of Directors. Any action so approved shall have the same effect as though taken at a meeting of the Board of Directors.
ARTICLE VI LIABILITY OF DIRECTORS
Directors shall not be liable to Owners for mistakes in judgment, for negligence, or otherwise, except for their willful misconduct or bad faith. Nor shall
directors be personally liable with respect to any contract made by them on behalf of the Association.
ARTICLE VII MEETINGS OF DIRECTORS
Section 1. Organization Meeting. Immediately following each annual meeting of members, the Board of Directors shall hold a regular meeting for-the purposes of organization, election of officers, and the transaction of other business. Notice of
the time and place of the organizational meeting shall accompany and be a part of the notice to members of the annual meeting of the Association.
Section 2. Regular Meetings. Regular meetings of the Board of Directors shall be held at least once every three months, at a place and hour as may be fixed. in advance by the Board of Directors.
Page 6-OKNA Bylaws
Section 3. Special Meetings. Special meetings of the Board of Directors shall be held when called by written notice signed by the president of the Association, or by any two directors other than the president. Notice of the meeting shall be sent to all directors not less than 72 hours prior to the scheduled time of the meeting. The notice shall further specify the time and place of the meeting and the nature of any special business to be considered.
Section 4. Open Meetings. Except as otherwise provided below, regular and
special meetings of the Board of Directors shall be open to all members of the Association; provided, however, that Association members who are not on the Board of Directors may not participate in any deliberation or discussion unless authorized by the vote of a
majority of the Board of Directors.
Section 5. Closed Meetings. The Board of Directors may, with the approval of a majority of its members, adjourn a meeting and reconvene in executive session to discuss and vote upon personnel, litigation in which the Association is or may become involved, and orders of business of a similar nature, provided the nature of any and all business to be discussed in executive session shall first be announced in open session.
Section 6. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board of Directors.
Section 7. Minutes of Meeting. Minutes shall be taken at all meetings of the Board of Directors. Copies of the minutes shall be available for inspection at the office of the Association by members and directors as provided by Article XII of the Bylaws.
ARTICLE VIII
DUTIES OF THE BOARD OF DIRECTORS
Section 1. Duties. The duties of the Board of Directors shall include, but not be limited to:
A. Causing to be kept a complete record of all its acts and corporate affairs and
to present a statement there of to the members at the annual meeting of the members, or at any special meeting when this statement is requested in writing by one—
fourth (1/4) of the members;
B. Supervising all officers, agents and employees of this Association, and to see that their duties are properly performed;
C. Procuring and maintaining adequate liability and hazard insurance on property used by the Association and worker’s compensation insurance as may be required by law;
Page 7-OKNA Bylaws
D. Causing all officers or employees having fiscal, responsibilities to be bonded, as it may deem appropriate;
Enforcing applicable provisions of the Articles and Bylaws;
Maintaining accounting records in accordance with the law and generally accepted
accounting principles, which records shall be made available for inspection by members at all reasonable times; and
G. Taking such action, and authorizing and prosecuting, in the name of the Association, any and all actions and proceedings deemed necessary or appropriate in furtherance of the interests of the members of the Association.
ARTICLE IX
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Officers. The principal officers of this Association shall be a president, a vice—president, who shall be elected by and from the Board of Directors, a secretary and a treasurer, which officers shall be elected by and hold office at the pleasure of the Board of Directors.
Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.
Section 3. Term. Each of the officers of this Association shall be elected annually by the Board of Directors and each shall hold office until his successor is duly appointed.
Section 4. Special Appointments. The Board of Directors may elect other officers as the affairs of the Association may require, each of whom shall hold office for the period, have the authority, and perform the duties as the Board of Directors may, from time to time, determine.
Section 5. Resignation and Removal. On the affirmative vote of a majority of the members of the Board of Directors, any officer may be removed from office with or with- out cause by the Board of Directors. Any officer may resign at any time by giving written notice to the Board of Directors, the president, or the secretary. A
resignation shall take effect on the date of receipt of notice of resignation or at any later time specified therein, and unless otherwise specified in the notice, the acceptance of
a resignation shall not be necessary to make it effective.
Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board of Directors. The officer appointed to a vacancy shall serve for the remainder of the term of the officer he replaces.
Page 8-OKNA Bylaws
Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of
this Article.
Section 8. Duties. The duties of the officers are as follows:
A. The president shall be the Chief Executive Officer of the Association and shall preside at all meetings of the Board of Directors and members and shall be an ex- officio member of all the standing committees, including the executive committee,
if any; shall see that orders and resolutions of the Board of Directors are
carried out; shall sign leases, mortgages, deeds and other written instruments; call meetings of the Board of Directors whenever he deems it necessary in
accordance with rules and upon notice agreed upon by the Board of Directors; and shall have, subject to the advice of the Board of Directors, general supervision,
direction and control of the affairs of the Association and discharge all other
duties as may be required of him by the Board of Directors.
B. The vice president shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge all
other duties as may be required of him by the Board of Directors. If neither the president nor the vice president is able to act, the Board of Directors shall
appoint some other member of the Board of Directors to act as president on an interim basis.
C. The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board of Directors and of the members; keep the corporate seal of the Association and affix it on all papers requiring the seal; serve notice of
meetings of the Board of Directors and of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall perform all other duties as required by the Board of Directors.
D. The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse the funds of the Association as directed by resolution of the Board of Directors; keep proper books of account; shall prepare
an annual budget and a statement of income and expenditures to be presented to the membership at Its regular annual meeting, and shall perform all other duties as required by the Board of Directors.
Section 9. Compensation. No officer shall receive any compensation from the Association for performing duties as an officer of the Association; provided, however, that nothing contained herein shall be construed to preclude any officer from serving the Association in any other capacity and receiving fair compensation for that service.
Page 9-OKNA Bylaws
ARTICLE X COMMITTEES
The Board of Directors shall appoint such committees as it deems appropriate to carry out the purposes of the Association.
ARTICLE XI
BUDGETS AND FINANCIAL STATEMENTS
Annual financial statements of the Association shall be prepared by the Treasurer and copies shall be made available to each member of the Association who requests a copy thereof.
ARTICLE XlI BOOKS AND RECORDS
Section 1. Inspection by Members. The governing instruments, membership register, books of account, and minutes of meetings of the members, of the Board of Direct’~ and of the Association’s committees (“records of the Association”) shall be made
available for inspection and copying by any member of the Association, or by his duly appointed representative, on Monday through Friday between the hours of 1 p.m. and 6 p.m., for a purpose reasonably related to his interest as a member, at the office of the
Association or any other place within the Properties as the Board of Directors shall pre- scribe. The members’ rights to inspection and copying are further subject to the
following rules:
A. “Notice” - A member desiring to inspect and/or copy the records of the Association shall give the Board of Directors three (3) weeks prior written notice set- ting forth the records desired to be inspected or copied.
B. “Copying Costs” — The member shall pay the Association any costs incurred for copies of the records of the Association requested.
Section 2. Inspection by Directors. Every director shall have the absolute right at any reasonable time to inspect the records of the Association and the physical properties owned or controlled by the Association. The right of inspection by a director includes the right to make extracts and copies of the records of the Association.
Page 10-OKNA Bylaws
ARTICLE XIII MISCELLANEOUS PROVISIONS
Section 1. The Association shall have a seal in circular form having within its circumference the words: “Oak Knoll Neighborhood Association.”
ARTICLE XIV
AMENDMENTS
Section 1. These Bylaws may be amended at a regular or special meeting of the members, only by the majority vote or written consent of the members present in person or by proxy at the meeting of the members; provided, however, that any provision requiring a greater vote of the members by the Articles or the Bylaws shall be complied with.
Section 2. In the case of any conflict between the Articles and these Bylaws, the Articles shall control.
ARTICLE XV
FISCAL YEAR
The fiscal year of the Association shall begin on the first day of July and end on the 30th day of June of every year.
IN WITNESS WHEREOF, WE, being all of the Directors of the Oak Knoll Neighborhood Association, have hereunto set our hands effective as of the 14th day of June 2011 on which the modifications herein embodied were adopted by a majority vote of a quorum of the membership at a noticed special meeting.
Richard Schammel
Carol Chua
Michael Schneickert
Vickie Liske
Laurence Pretty
As amended: Oct. 17,1984 Oct 15, 1986
Oct. 21, 1987 Oct. 15, 1997 Jun. 14, 2011