Fox Canyon Neighborhood Association, Inc.

BYLAWS

FOX CANYON Neighborhood Association

BYLAWS

Of The

FOX CANYON Neighborhood Association
A CALIFORNIA NONPROFIT PUBLIC BENEFIT and SOCIAL WELFARE Corporation

ARTICLE I
NEIGHBORHOOD ASSOCIATION, a Physical Area Defined:

Section 1.01: Service Area and Territory. The FOX CANYON Neighborhood Association (the Association) will encompass all the residents and business of the physical area defined by the following description: [inclusive of all and exclusive of the numbers outside (parenthesis)]:
All of LANTANA, RENO, and AUBURN (4758-5160) DRIVES; all of ONTARIO, CASTLE, south side of UNIVERSITY (4749-4849), and the east side of EUCLID (3611-3889) AVENUES; DWIGHT (4759-4992) and ESTRELLA (3803-3857), WIGHTMAN (4750-4871) STREETS.
Fox Canyon is a neighborhood of the Incorporated City of San Diego, County of San Diego, State of California, in the greater City Heights.

Section 1.02. Acclamation. It is understood that pursuant to Section 1.01, this incorporation does NOT cover private, public or any other type of real property at all. Except for that property held under the Corporation’s name in a Grand Deed. Pursuant to Section 1.01, the incorporation means (natural persons) all residents and people living within such above described area.

ARTICLE II
OFFICE(S)

Section 2.01: Principal Office. The Association’s principal office shall be always located and fixed within Fox Canyon. However, in the absence of such said location, at such place as the Board of Directors (the Board) shall determine. Initially, the Association’s principal office shall be located in the Fox Canyon neighborhood, in the City of San Diego, County of San Diego, and State of California. The Board, however, is granted full power and authority to change said principal office from one location to another.  If or as the need arises, the office could be located out, but as near to, the Fox Canyon Neighborhood.

ARTICLE III
Association Members (MEMBERSHIP Defined)

Section 3.01. Class and Qualification of Members:
(A) The Association shall have only two - (2) voting class of members and one - (1) Non-voting class of members.
1. Adults, eighteen plus years old (18 +) voting members.
2. Youth, fifteen to Eighteen (15-18) years old, voting members.
3. Children, eight to fifteen years old, Non-voting members.
(B) Members Classified: Members shall be all those individuals who are homeowners and/or renters (with the exception of the youth) and whose place of residency is within the Fox Canyon neighborhood area inclusive. Pursuant Article I, Section 1:01.
(C) Classification of RESIDENCY. Members are classify and defined as residents by virtue of a physical mailing address within the Fox Canyon neighborhood area. Pursuant Article I, Section 1:01. 
(D) Proof of Residency. For voting purposes, acceptable proof of residency is based on the following: State of California Driver's license or Identity Card; a County of San Diego Property Tax bill; a City of San Diego Business Tax License, a Payroll Check with the member's name and address on it, a Utilities bill with other valid ID Cards, School ID., Passports, and any other national or foreign valid and legal Identification cards accompanied by anyone of the above.
(E) Individuals who own and/or whose place of business is within the Fox Canyon neighborhood area, pursuant to Sections 3.01 (C) (D) inclusive. (Owners of rental property are classified as business owners for purpose of voting and running for office and Board seats.
(F) Individuals whose place of full time employment is within the Fox Canyon neighborhood area inclusive, pursuant to Section 3.01 (C) (D).
(G) All those individuals who are in continue attendance, for ONE (1) year or more, at meetings of the Association and in accordance with the Association's membership records.

ARTICLE IV
MEMBERS VOTING RIGHTS:

Section 4.01. Right to vote. Each member of the Association shall have the right to vote as set forth in Section 4.02 of these Bylaws:

(A) Members should (and are strongly encouraged to) exercise their right to vote if they are fifteen plus (15 +) years of age.
(B) The Direct election of the Association’s President, a separate election.
(C) The Direct election of Board Members.
(D) The disposition of substantially all of the assets of the Association/Corporation.
(E) On resolutions to impose dues, fees and assessments and for the increments of such.
(F) Problem/resolution issues and/or in declaring ‘neighborhood nuisance houses’.
(G) Cause of Action.
(H) On a merger.
(I) Dissolution.
(J) In addition, members shall have all of the rights afforded members under the California Nonprofit Public Benefit Corporation Law (The Law).
Section 4.02. Voting Rights. Each member shall be entitled to one (1) vote on each matter and issue submitted to a vote of the members.

Section 4.03. Proxy. No proxy and/or mail in voting are allowed in any matter. Each member voting shall be physically present at time of voting in any election or issue presented to a vote of the members and/or the Board of Directors.

Section 4.04. Quorum. The simple majority of the members present at any meeting shall constitute voting power. Simple majority shall constitute a quorum at any meeting of members, plus one. If a quorum is present, the affirmative vote of a simple majority will be binding on the Association's members. Simple majority is defined as one half plus one (1/2 +1).

Section 4.05. Ballots. Voting in the Association shall be by voice, lifting of the right arm and hand, and by ballot.

Section 4.06. Written Ballot. A writing ballot may not be altered or revoked.

Section 4.07. Voting of the Association. May not need to be by ballot; provided, however, that elections for President and members of the Board or Directors most, always, be by a simple written ballot.

Section 4.08. Presidential Election Voting. The members of the Association have the right to a direct vote, in the Association’s service area, neighborhood-wide elections, to select and choose the PRESIDENT. Pursuant to Section 3.01 (B) (C) (D) and Sections 4.01 (B), 4.02, 4.03, 4.04, 4.05, 4.06 and 4.07, inclusive.

Section 4.09. Members of the Board of Directors Election Voting. All the members of the Association have the right to a direct vote in District/Streets or neighborhood-wide election to select the Board Member that will represent the Street and seat as a member of the Board of Directors. Pursuant to Sections 3.01 (B) (C) (D) and Sections 4.01 (C) and 4.02 to 4.07, inclusive.

ARTICLE V
DUES, FEES, and ASSESSMENTS:

Section 5.01. Membership Dues and Fees. Each member shall pay a membership fee, periodic dues and assessments in such amounts and at such times as shall be determine by the Board of Directors, presented to, and approve by a TWO-THIRD vote of the members, a super mayority. Pursuant to Section 4.01 (E)

Section 5.02. Obligation to Pay Dues and Fees. Dues and fees are completely on volunteer basis. Pursuant to Section 4.01 (E).

Section 5.03. Refusal to Pay Dues and Fees. A member upon learning of any dues, assessments, and/or fees may avoid liability by promptly notifying the Secretary and Treasurer of the Association (in writing) of his/her inability or unwillingness to pay the Dues, Fees, and/or Assessments. Refusal to pay such fees does not close door to meetings.

Section 5.04. Inability and Refusal to Pay Dues and Fees. Refusal to pay dues, assessments and/or fees does not constitute a “shut-down” to any association meeting, upon any member, resident, visitor, and/or the general PUBLIC.

Section 5.05. Door or Event Fees. Door or event fees could be impose and collected at any festival, function and/or event organized by the Association and collected from everyone present at the function, let them be members, invitees and public in general, previous publication of the fees.

ARTICLE VI
ATTENDANCE RIGHTS:

Section 6.01. Right of Attendance. Any Association Member, in good standing, has the right to be present and to participate at and/in any meeting or event organized by the Association, Public General Assembly Association meetings, Public Board meetings, and/or any committee and sub-committees of the Board.

Section 6.02. Members. Any Association Member, in good standing, has the right to be, participate and seat at any committee and/or sub committee of the Board as a member, but not to be the Chair of Vice-Chair to, or of that committee. Pursuant to Section 11.01 (B).

Section 6.03. Members. Members agree to disagree with each other in a civilized and polite manner, attacking the issues at hand, only, and NOT persons or personalities present to such OR any meetings. Such adverse behavior will NOT be tolerated and deem DISRUPTIVE.

ARTICLE VII
EXCLUSSION OF MEMBERS:

Section 7.01. Exclusion of Members:
(A) Members may not be excluded from any meeting of the Association for just expressing their opinions or points of view. As long as they do it in a civilized and polite manner.
(B) Members may not be excluded from any meeting for their non-payment of Dues, Fees, and/or Assessments.
(C) Members COULD be excluded from the Association for repetitively expressing their points of view and opinions with profanity, violence, personal and/or verbal attacks, excerpt disruptive behavior and in any other manner that is offensive to the majority of the members present at a meeting, and this after repeated (two) written warnings.
(D) Member COULD be excluded from meetings and/or events, if they are known to be, or show signs of alcoholic intoxication and/or be known to be under the influence of drugs, or showing excessive emotional distress.
(E) Members WILL BE permanently exclude from the Association for expressing violent, anti-social and criminal behavior at any Association meeting or association organized event..
(F) Motion to exclude. A motion to exclude or expel an Association Member should be initiated by any one and aprove by a vote of the Board and then the members.
(G) Notice. Notice of Exclusion should be in writing and signed by the Association President and Secretary.
Section 7.02. Member originated exclusion. (Resignation and Termination of Membership) Any member can resign and/or cancel his/her membership in the Association by writing-in a notice of termination, and/or by non-association. The records of a member will be erased from the Association's roster, if the member so requests in writing.

ARTICLE VIII
MEMBERSHIP:

Section 8.01. Membership age. Members are instated from eight (8) to one hundred, plus (100+) years of age. For the purposes of allowing minors to participate in the activities and volunteer efforts of the Association, to take ownership, as a learning experience; and to share with their own community the efforts of voluntarism, as well as, to develop in them the sense that through their efforts, they belong to and in our community, minors under fifteen years of age are instated and recognized as members. Those over fifteen are recognized as VOTING members. Pursuant Article III, § 3.01

Section 8.02. Membership Count. Membership count is one person, one member, one vote.

Section 8.03. Transfer of Membership. Membership in the Association is NOT transferable.

Section 8.04. Membership Records. The Association has the right to keep a database of membership records.

Section 8.05. Property. The Membership Records are the exclusive and private property of the Association and the Membership Clerk should guard the records as such. NO sales or misuse of such records are allowed, at all!

Section 8.06. Request. The Association WILL ONLY request name, address (E-mail address) and telephone number of the member for membership purposes and records.

Section 8.07. Usage. The membership records should be use, only, for:
(A) Mailings of the Newsletter.
(B) Written Notices and/or letters from the Association/Corporation, only.
(C) Call to Meetings and/or to remind members of pending meetings.

Section 8.08. Membership Clerk. The membership clerk should be the only person in charge of calling and noticing the members.

Section 8.09. Release. The membership Clerk can and will disclose the membership records available only after the full consent and vote of the full Board and then unanimous approval of all members present to the following association meeting, ordering the release.

Section 8.10. Share. The Membership Clerk will disclose to Committees of the Board chairs, on a know-as-you-go basis, the membership on such committees as the chairs will be the responsible party to give voice notice to its committee members.

Section 8.11. Privacy. The Membership Clerk is the only person responsible of guarding the privacy and maintenance of such membership records.  Assuring the privacy of such records and the private information of the members listed. NO sharing of such records (publicly or privately) should be done and occur without the explicit consent and approval of the Board and a vote of the members. Pursuant to Section 8.09.

ARTICLE IX
ASSOCIATION MEETINGS:

Section 9.01. Meeting Agenda. The Board should fix the Association meeting agenda, at the Board's monthly meeting and from the pool of items submitted by the President, the Board, members, residents, business, and the community-at-large.

Section 9.02. Meeting Speakers. The Board should fix the speakers and educational presentations to the Association meetings. Pursuant to Section 9.01.

Section 9.03. Board’s Discretion. The Board has the sole discretion, if necessary, to ask speakers to explain their topics and presentational items and to ask presenters of educational material for a private presentation in front of the Board before the items are put on the Association meeting agenda.

Section 9.04. Point of Contact. For Agenda items, the point of contact should be the office of the President. Pursuant to Sections 9.01, 9.02 and 9.03

Section 9.05. Meeting Place. Meetings of members and or committees of the Board shall be held at any place within or adjacent to the Fox Canyon neighborhood, designated from time to time by the Board. In the absence of any such designation, meetings should be fixed at a location set by the President with the understood consent of the Board.

Section 9.06. Monthly Meetings. The whole of the Association shall meet in a monthly meeting of its members [in general Assembly] at least, at best bimonthly.

Section 9.07. Annual Meetings:
(A) An annual meeting of celebrationshould be call on/or within a week, before or after, October 23 the anniversary of the Association's founding by Carol Sullinger and Prince Joseph Roland Albert Sologaistoa Lopez (Jose Lopez). At such exact place (within the neighborhood of Fox Canyon), date and time as may be fixed by the Board. All the members, the neighborhood in general, invitees, and the community-at-large should be asked (invited) to be part of this meeting. In such annual meeting, oaths of office will the administered, in public view, to the elected President and to the elected members of the Board, and any other important organizational issues will be deal with, within the celebration's ceremony.
(B) An annual meeting should be called by the Board to have elections for President and Members of the Board of Directors. Such meeting should be held two months before the Anniversary celebration meeting. At such exact place within, or next, to Fox Canyon, date, time and venue, as may be fixed by the Board.
(C) An annual State of the Association’s Report shall be given by the PRESIDENT. Such Annual Report will be called by the Board of Directors upon the choosing of date, month and place by the President. Such Annual Report could also be called Manager’s Report.

Section 9.08. Notice of Meetings. All meetings should be governed by ROBERTS RULES and the BROWN ACT. Therefore, Notice of Meetings should, could and will be by:
(A) By electronic media, Emails and/or Web Site.
(B) Publicized Notice: Flyers, Newsletter, and Newspapers.
(C) Written Notice.
(D) By surface Mail
(E) Personally.
(F) Voice and/or by telephone.
(G) A call from the Membership Clerk.
(H) With sufficient time in advance to attend the meeting but not less than forty-eight hours.

Section 9.09. Board Meeting. Only the whole of the Association can and will call all the known members of the Board to an extraordinary and urgent meeting dealing with the resignation, mental/physical incapacitation and/or the passing away of the President.

Section 9.10. Conducting of Meetings:
(A) The PRESIDENT shall preside as CHAIR at all meetings of the members, but not necessarily conduct every meeting.
(B) The Vice President shall preside in the absence of the President. Pursuant to Section 9.10 (A).
(C) The Vice Chair of the Board will preside in the absence of the Vice President. Pursuant to Sections 9.10 (A) (B).
(D) The CHAIR can, from time-to-time, appoint or ask any Board or Association member to conduct the Association's Monthly meeting.
(E) The CHAIR shall conduct each such meeting in a businesslike and fair manner, and shall not be obligated to follow any technical, formal, and/or parliamentary rules or principles of procedure, but when absolutely necessary to regain control of the meeting.
(F) The CHAIR shall conduct the meetings from a written and publicized agenda.
(G) Agenda Publication could be in the form of a written notice, flier, email and/or the Newsletter.
(H) The CHAIR shall have all the powers usually vested in the chair, at the meeting of members. The chair has the discretion to exclude and limit time and commentary, especially as to follow and adder to the agenda.
(I) Without limiting the generality of the foregoing, the chair's ruling on procedural matters shall be conclusive and binding on all members. Unless at the time of the ruling a request for a vote is made by, the members entitle to vote, in which case the decision of a majority of such members shall be conclusive and binding on all members.

ARTICLE X
THE BOARD OF DIRECTORS (The Board):

"Directors" Defined
CCC § 5047:
"Except where otherwise expressly provided, "directors" means natural persons, designated in the articles, or bylaws, or elected by the incorporator (President) (or voting members of such organization as described in these Bylaws) and his successors and natural persons designated, elected or appointed by any other name or title to act as members of the governing body of the this corporation Leg.H.1978 Ch. 567"

Section 10.01. Board Defined. Board, here is defined as to be "a governing body" for the purpose of this Corporation, let it be a formal Board, a Steering Committee of members and/or any such combination of the two, as applicable by law.

Section 10.02. Number of Members. The Board Members should be NO less than four (4) and no more than thirteen (13), until change by amendment to these Bylaws. The exact number of members shall be fixed, within the limits specified, by resolution duly adopted by the Board and ratified by a vote or the Association Members. The number of Board Members shall always be fixed in an even number.

Section 10.03. Board Member Districts. The Board Member Districts seats should be one, or more, to each street that encompass the Association; two at-large business, and two at-large youth (thirteen in total) and/or any such combination as to assure a pool of volunteers that are willing and able to service in such capacity.

Section 10.04. Qualifications. Candidates for the Board should be of eighteen plus (18 +) years of age [with the exception of the youth seats, which will be as young as fifteen], residents (renters and/or homeowners) of the Street that they intent to represent and attendees to the Fox Canyon neighborhood association meetings for TWO plus (2+) consecutive years. Pursuant to Section 3.01 (B) (C) (D)

Section 10.05. Qualifications for the Business Seats. The candidate for the business seats should be of eighteen plus (18+) years of age, business/property owners and/or operators in the Fox Canyon neighborhood, with a valid Business Tax License and attendees of the Fox Canyon Neighborhood Association meetings for TWO+ (2+)consecutive years. Pursuant to Section 3.01 (E) (F)

Section 10.06. Pool. Any Association member is eligible to be a Board Member after TWO years of membership and consecutive attendance to the association meetings. Pursuant to Sections 10.04 and 10.05

Section 10.07. Founders Rights. The Association Founders, aka: Jose Lopez, and Carol Sullinger could invoke founder's rights to the Presidency alternatively, as long as they are willing and/or able to serve in such capacity and continue to reside within the Fox Canyon neighborhood.

Section 10.08. Revocation of Founders Rights:
(A) By own free will and decision, by written notice of not running, written notice of resignation, insanity, and/or physical incapacitation, by not supporting the efforts of the incorporation, later, the corporation and/or by death.
(B) By moving away and out of the Fox Canyon Neighborhood service area.
(C) Pursuant to Section 10.12 (A) (B) (C) and (D)


Section 10.09. Election, Appointment, and Term of Office:
A. Members of the Board shall be best elected by a direct vote of the Fox Canyon people, but if NOT he/she can be appointed by a vote of the Board and confirmed by the Association Members, to cover for resignations and mid-term vacancies and/or religious believes.
B. Members of the Board shall run and serve for a TWO years term or until a successor has been elected and duly qualified.
C. Two to one VACATION TERMS: Members of the Board shall serve for only TWO consecutive terms, take a break of one term, and if they wish and/or are willing and able to do so, start all over again, 2/1 vacation term.
D. STAGERED TERMS: One half of the Board Members will turn over every year to assure continuance.
E. Partial terms shall not be counted against a full term, in the case of mid-term vacancies or appointed terms. Pursuant to Section 10.08 (C)

Section 10.10. Interested Persons: None of the persons serving on the Board at any time may be an "Interested Person." For purposes of this Section 10.05, an "Interested Person" is:
(A) Any person been compensated by the Corporation for services rendered to it within the previous Twelve months, whether, as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as a director. Any violation of the provisions of this Section 10.05 shall not affect the validity or enforceability of any transaction entered into by the Association.

Section 10.11. Vacancies:
(A) Any member of the Board may resign at any time, effective upon giving written notice to the Chair of the Board, The Vice President, or the Secretary, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor will be appointed to take office when the resignation becomes effective if the seat is vacated in mid-term. Pursuant to Section 10.09 (A)
(B) A vacancy on the Board shall be deemed to exist in case of death, resignation, or removal of any Board Member, or an increase in the authorized number of Members.

Section 10.12. Declaration of vacancies. The Board may declare vacant the office of a (the) Board Member who has been:
(A) Declared of unsound mind by a final order of the Court.
(B) Convicted of a Felony.
(C) Found to have a Conflict of Interest.
(D) Found by a final Court or Judgment of any court to have breached any duty arising under Section 5230 through 5238 of the Law.
(E) Failed to attend THREE (3) consecutive meetings without excuse and/or FIVE (5) consecutive excused meetings.

Section 10.13. Meetings:
(A) PLACE OF MEETINGS: Meetings of the Board shall be held at any place within or adjacent to the Fox Canyon neighborhood that has been designated from time-to-time by the Board or by the President. In the absence of such designation, regular meetings shall be held at the Association’s principal office of notice.
(B) REGULAR MEETINGS: Regular meetings of the Board shall be held without call or notice on such regular dates, regular times, and at such regular place as it may be fixed by the Board, and in such absence, the President..
(C) MONTHLY MEETINGS: Monthly meetings of the Board are a required attendance of the Board Members. The Board meetings should not be held concurrently with the meeting of the Association Members. Except for emergency votes in single urgent items.
(D) ANNUAL MEETINGS: An annual meeting of the Board shall be held for the purpose of organization, selection of Directors as officers, and the transaction of other business. The annual meeting of the Board may be fixed by the Board at such time and place as the Board deems reasonably but one month from the anniversary celebration.

Section 10.14. Selection of officers: The Board from within its elected members should elect the following officers, who will form the Executive Committee, if the Board later decides that one is need
1. An Association Vice-President
2. A Board Vice-Chair.
3. A Secretary
4. A Treasurer.

Section 10.15. Executive Committee: The Association’s President and those officers elected by the Board should compose the Executive Committee, if one is needed but not required. Pursuant to Section 10.14.

Section 10.16. Quorum. It will be the SIMPLE MAJORITY [one half plus one, ½+1], of the totality of Board Members present to a meeting, or ½+1 of the quorum present.

Section 10.17. Rights of Inspection. Every member of the Board shall have the absolute and reasonable right to inspect, during office hours, all books, records, documents on file, and the physical properties of the Association. Such records should be available after receiving a FIVE-business day’s written notice to inspect. Such notice should state the purpose and uses to which such records will be subjected to, or needed-for.

ARTICLE XI
BOARD MEETINGS:

Section 11.01. Notice of Meetings. Notice of Meetings will be by:
(A) Electronic means (Emails, Web Site).
(B) Publicized Notice, by Flyers, Newsletter, and newspapers.
(C) Written Notice.
(D) Personally.
(E) Voice.
(F) A call from the Membership Clerk.
(G) With sufficient time in advance to attend the meeting but not less than forty-eight hours.

Section 11.02. Association Meetings. A motion to assemble should be put forth to a super majority vote [two thirds] of the whole Board of Directors to call the Association into a plenary, extraordinary and urgent meeting.

Section 11.03. Conducting of Meetings:
(A) The PRESIDENT will always preside as CHAIR at all meetings of the Board and conduct the meetings.
(B) The Vice President shall preside in the absence or the President. Pursuant toSections 9.10 (A).
(C) The Vice Chair of the Board will preside in the absence of the Vice President. Pursuant to Sections 9.10 (A)(B).
(D) The CHAIR shall conduct each such meeting in a businesslike and fair manner, and shall not be obligated to follow any technical, formal, and/or parliamentary rules, principles and procedures.
(E) The CHAIR shall have all the powers usually vested in the chair at the meeting of the Board. The chair has the discretion to exclude and limit time and commentary, especially as to follow and adder to the agenda.
(F) Without limiting the generality of the foregoing, the chair's ruling on procedural matters shall be conclusive and binding on all members. Unless at the time of the ruling a request for a vote is made by, the members entitle to vote, in which case the decision of a majority of such members shall be conclusive and binding on all members.
(G) Behavior. Board Members should be polite and respectful of each other and conduct Board meetings in a business and respectable like manner.
(H) Agreement. Board Members agree to disagree with each other in a civilized and polite manner, attacking only the issues at hand and not persons or personalities present.

ARTICLE XII
COMMITTEES:

Section 12.01. Standing and/or Special Committees. The Board might determine if the management and function of the Corporation would benefit by the establishment of one (1) or more standing or special committees, in addition to the Executive Committee, and if such action should be taken. In addition, such subcommittees should and will serve as directed and at the pleasure of the Board.
(A) The establishment of standing or special committees shall be effected by resolution of the Board, which specifically sets forth the powers, scope, duties, and limitations delegated to such (SUB) committees. Such action should be approved by the vote of all Board Members then in office with a prevailing two thirds vote.
(B) Each committee shall have AS a chair and vice chair TWO members of the Board, elected to such office by the Board, and a note taker. In addition, to members of the PUBLIC or residents of Fox Canyon as they see fit. Such Subcommittee Members should be listed as such by an action (vote) of the Board (appointment).
(C) Subcommittee Terms: All Subcommittees should be accepted by the Board and follow the required terms. Pursuant Article X, Section 10.09, subsections (B)(C)(D)(E)
(D) The Terms "Subcommittee, Standing Committee, Special Committee, and/or Committees" shall mean any committee appointed by the Board that is authorized by specific delegation, without further Board action, to make, take and implement decisions on behalf of the Board. And/or to implement, with a degree of discretion, decisions of the Board following guidelines established by the Board. Notice of, and the chair of each such committee shall prescribe procedures for meetings of standing or special committees but not the issues.
(E) Actions and Approval. Actions and/or recommendations passed and approved by a vote of a committee or sub-committee of the Board should be submitted to the Board for a formal vote of approval. If such action requires the expenditure of monies, then a BUDGET should be submitted along with the recommendation. The Board has the purse. Therefore, it approves all expenditures and funds all programs or events of the Corporation.
(F) Committee Reports. Each subcommittee, standing or special committee should write a report and have the chair, vice chair or a representative member of such committee of the Board read the report aloud at the monthly Board meeting, to the Board Members.
(G) (Sub) Committee(s) Termination. At any such times as the Board decides. A motion to terminate or fire a committee should be taken and approved by a vote of the Board when a committee or committees are deemed to be ineffective, unnecessary or exceeding the powers given to them by the Board.

Section 12.02. Limitations upon (Sub) Committees of the Board. No committee shall have any of the authority reserved exclusively to the Board with respect to:
(A) The filling of vacancies on the Board or on any other (Sub) committee.
(B) Deem itself and declare by a vote of its members, to be having or to have for it-self the powers reserved exclusively and legally to the Board of Directors.
(C) The fixing of compensation of any or all of the directors, officers, executives, and/or officials of the Corporation, residents or members of the public.
(D) The amendment, repeal of Bylaws or the adoption of new Bylaws.
(E) Other issues that are NOT of the purview, scope and predication under which such (sub) committee was created by the Board.

Section 12.03. Preside at committees of the Board. The President as the General Manager and as the Chair of the Board will preside at any (Sub) committee meetings of the Board, but not necessarily conduct the meetings, as this is the privilege of the committee chair, unless it was specified from the beginning that the President will be the Chair of such Subcommittee.

Section 12.04. President's Discretion. It is at the President's sole discretion to be present at and/or to participate in any (sub) committee’s of the Board meetings.

ARTICLE XIII
POWERS:

Section 13.01. Powers. Subject to the limitations of the Articles of Incorporation and by these Bylaws, the activities and affairs of the Corporation shall be conducted by and all Corporation powers shall be vested and exercised by and/or under the direction of the Board of Directors. Which will set the scope and guidelines of operations for the Committees and Sub-committees of the Board, in writing, when announced.

Section 13.02. The Chair. The Board delegates the general management and the activities of the corporation to the President of the Association, who will act as the Chair of the Board of Directors, in addition, to any other officers, person or persons, a management company, and/or Committees. However composed, provided that, the activities and affairs of the Corporation are to be managed, and all Corporation/Association powers shall be exercised under the ultimate direction of the Board of Directors.

Section 13.03. The Chair's Vote. The Board deems necessary to exercise its power and to do the best to have a SILENTchair. The Chair of the Board can put forth a verbal or written recommendation on each item, as to the to pro's and con's, and explain the why of his/her position, ask questions from all persons present, but the Chair can not and will not ARGUE items on the floor. The President, as the Chair of the Board has NO vote, except to break a tie. Hereby the needs to, always, fix the number of Directors in an odd number. When, for some reason, the Board is set to an even number, the Chair will be allowed to Vote and discuss items on the floor.

Section 13.04. Report. The president should give reports to the Board on regular basis; such reports should be published, if the board consents and directs.

Section 13.05. Power to Question. The Board should have the power to question the President of the Association/Chair of the Board and to have the Board questions answered pursuant to the matters and items at hand at Board meetings.

Section 13.06. Powers. Without prejudice to such general powers, but subject to the same limitations, it is, hereby expressly declared that the Board shall have the following powers in addition to all other powers enumerated by the State of California Corporations Code (CCC) (the Code) and in these Bylaws.
(A) To select and remove all Officers, Agents, and Employees of the Association.
(B) To prescribe powers and duties for them as may be consistent with the Law, the Articles of Incorporation, and these Bylaws. It is, hereby, expressed that no illegalities should be prescribe and ask to be performed by any Officer, Agent, or Employee of the Association, in the duly exercise of their jobs.
(C) Fix compensation for the President, Officers, Agents, and Employees of the Association and require from them such security, if any, for faithful service as the Board may deem appropriate.
(D) To conduct, manage, and control the affairs and activities of the Association/Corporation, and to make such rules and regulations that are not inconsistent with the Law, the Articles of Incorporation, and these Bylaws, as they may deem appropriate.
(E) To borrow money and incur indebtedness for the purposes of the Association and to cause to be executed and delivered. Therefore, in the Association name, Bequests, Promissory Notes, Bonds, Debentures, Deeds of Trust, Mortgages, Pledges, Hypothecation's or other evidence of Debt and Securities thereof.
(F) To select the officers of the Corporation/Association.
(G) To compensate the President and any other officers of the corporation for expenses deem by the Board to be necessary and useful in the scope of discharging the duties of the presidency and then against receipts.

Section 13.07. Disclosure. The president and Chair of the Board should recommend and explained to the Board causes of action but NOT publicly disclosed such recommendations to anyone but the Board. For such occasions, a private Board meeting will be call and disclosure can proceed with the explicit appointment of the Board.

Section 13.08. Privacy. The Board may and should have the power to meet at close doors in a private meeting, (without other Association Members, residents and/or members of the public) from time-to-time, to deal with items pursuant to liability, disclosure, certain procedural items, and matters [hiring, firing and misconduct] of staff.

Section 13.09. Purse. The Board has the Power of the Purse. Action of the Board is required for items and amounts over $300.00 per single item, per single day. This amount can be increase or decrease by Board action, only.

ARTICLE XIV
The PRESIDENT:

Section 14.01. The President:
(A) The President should be elected by a DIRECT and SEPARATE vote of the Association Members.
(B) The President should be a resident of the Fox Canyon Neighborhood. Pursuant to Sections 1.01 and 3.01 (B) (C) (D).
(C) The President should serve a two years term, for three (3) consecutive terms, if they are elected, take a break of a term and run again, if he/she so wishes. With the exception of Founders Rights, pursuant Article X, Section 10.06.
(D) The President should be a member of the FOX CANYON Neighborhood Association for FIVE (5) years and a TWO-(2) term Board of Directors member, before running for president.
(E) The President should be eighteen plus (18 +) years of age.
(F) The President is the General Manager and Chief Executive of the Corporation with the direct consent of the Board and has general supervision, direction, control of the business, and officers or employees of the corporation, having the power to hire/fire and enter into free business covenants/contracts for goods and services with vendors, contractors, subcontractors and general businesses doing business for profit or not.
(G) The President shall never be the Corporation's Treasurer and/or Secretary while in office.
(H) The President has the authority to act as agent on behalf of the Corporation within the scope of the business in which the corporation is empowered to engage.
(I) The President is the Chair of the Board. As Chair, the President presides and conducts all monthly Board meetings.
(J) The President as Chair of the Board has no voting rights, other than to break a tie and only when there is an even number of Directors.
(K) The President as Chair of the Board has no argument power and can only introduce the items for consideration with a recommendation as to pro and con, with the exception of and even number of Directors. In which case, the President CAN argue items and has a vote.
(L) The President will cause and/or file the Corporation's annual reports.
(M) The President could be the Membership Clerk, in the absence of one.
(N) The President having the privilege to be elected by a direct vote of the Association members and the neighborhood-at-large, will always preside at all meetings representing the power of the Association Members and residents (the people) of Fox Canyon upon which all authority rests.
(O) The President shall be a counselor, the official mediator to all neighbor disputes, the bearer of good/bad news and the signer to all causes of action.
(P) Succession. In the absence of the President or a mid-term vacancy, succession should take place as follows: Vice Chair of the Board, Vice President. Pursuant to Section 9.10. and Section 11.03

ARTICLE XV
The VICE PRESIDENT

Section 15.01. The Vice President:
(A) Should be a resident of Fox Canyon and association member. Pursuant to Section 14.01 (B) and (D) to (L).
(B) The Board Members should elect the Vice-President from the elected Board Members.
(C) The Vice President should be the Acting President in the absence or disability of the president (subject to rights and privileges but also duties, obligations and responsibilities), meet the qualifications, and accept the responsibilities. Pursuant to Section 13.02 to 13.05.

ARTICLE XVI
The VICE CHAIR of the BOARD

Section 16.01. The Vice Chair of the Board:
(A) Should be a resident of Fox Canyon and association member. Pursuant to Section 14.01 (B) and (D) to (L).
(B) The Board Members should elect the Vice-Chair of the elected Board from within the Board Members.
(C) The Vice Chair of the Board should be the Acting Vice President in the absence of the Vice President, meet the qualifications, and accept the responsibilities pursuant to Section 13.02 to 13.05.

ARTICLE XVII
The SECRETARY

Section 17.01. The SECRETARY:
(A) Should be a resident of Fox Canyon and association member. Pursuant to Section 14.01 (B) and (D) to (L).
(B) The Board Members should elect the Secretary from the elected Board Members.
(C) The Secretary is the keeper of the minutes. The Secretary shall keep or cause to be kept at the principal office or at such other place as the Board may order a Book of Minutes of all meetings of the Board.
(D) The Secretary shall keep and/or cause to be kept at the principal office of the Corporation, in the State of California the original or a copy of the Corporation's Articles and Bylaws, as amended to date.
(E) The Secretary is the archivist of the Corporation. Therefore, the Secretary is the chair of the archivist committee, if there is to be one.
(F) The Secretary should never be or act as the President, Vice President or Vice Chair of the Board. The Secretary could act as the Treasurer while in office.
(G) The Secretary's principal duty is to guide and supervise the note takers of the committees or sub-committees of the Board.
(H) The Secretary shall give, or cause to be given, notice of all meetings of the board and/or any committees thereof required by law or by the bylaws to be given. The Secretary should keep the corporate seal in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.
(I) Book of Minutes Format: The book of minutes should contain notes of all the meetings of the Board and one separate for its (each Sub) committees, with the proceedings, time and place of meeting holding. Whether the meeting is or was a regular or special, and if special, who authorized it. What was the outcome of each vote and how was notice given for such a meeting. The names of all those officers, committee members and or members of the public who requested minutes to speak and were present at such meeting. If a motion is set forth, who put it on the floor and who seconded it and the outcome of the vote. This format could and will include electronic copies and PDF’s in archival form, as permitted by Law.
(J) Publication of the Book of Minutes. The publication of the Book of Minutes will be in the Secretary’s Report open to the public and published in the Fox Canyon Voice Newsletter, Web Site, in E-mails and as requested.

ARTICLE XVIII
The TREASURER

Section 18.01. The Treasurer:
(A) The Treasurer should be a resident of Fox Canyon and Association member. Pursuant to Section 14.01 (B) and (D).
(B) The Board Members should elect the Treasurer from the Board Members.
(C) The Treasurer should never be the President, Vice-President or act as the Chair of the Board in the absence of the president, vice president or the vice chair of the Board.
(D) The Treasurer could act as Secretary while in office.
(E) The Treasurer should meet qualifications and accept responsibilities. Pursuant to Section 3.01 (B) to (E).
(F) The Treasurer will file the annual reports. Pursuant to CCC § 6210 (A) to (F) inclusive.
(G) The Treasurer should be the Chair of the Finance and Fund Rising Committees (If these two will be deem by the Board to be needed) and in the absence of one, the Chief Financial Officer.
(H) The Treasurer. The treasurer shall keep and maintain of cause to be kept and maintained, adequate and correct accounts of the properties, business transactions, and proper accounting records of the Corporation. The Accounting Books shall always be open to inspection by any Director, upon proper business and written notice.
(I) The Treasurer.The treasurer should deposit or cause to be deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositories and accounts as may be designated by the Board of Directors.
(J) The Treasurer shall disburse or cause to be disbursed the funds of the corporation as may be ordered by the Board of Directors, only.
(K) The Treasurer shall render to the President and any other Directors, whenever they request it, an account of all transactions as treasurer and of the financial condition of the Corporation, and shall have any other such powers and perform such duties as may be prescribed by the Board.

ARTICLE XIX
INSPECTORS OF ELECTIONS:

Section 19.01. Inspector or Elections: In advance of any meeting of members in which an election is scheduled, the Board may appoint inspector of elections to act at such meetings and any adjournment thereof. Such number of inspectors should be fixed by the Board.

Section 19.02. Inspector of Election Duties: The duties of such inspectors are prescribed by Law, CCC § 5615 (B).

Section 19.03. Elections Committee: At the discretion of the Board, approaching elections or from time-to-time, or permanently an elections committee or service shall be appointed, hired or provided.

ARTICLE XX
THE CORPORATION'S ESSENCE:

Section 20.01. The Corporation's VISION: A well integrated residential and business community sensitive to preserving natural, artistic and historical developments within a well maintained, safe and friendly environment.

Section 20.02. The Corporation's MISSION: Our mission is to serve as a link to resources for the residents and to function as the catalyst for change in the neighborhood and the community-at-large. Whereby, we can become the community of choice within City Heights.

Section 20.03: The Corporation's GOAL: It is the Corporation's goal to achieve its vision and mission through the educating of the neighborhood residents on preservation and conservation issues, City, County, State and Federal ordinances, laws, and regulations to combat urban decay, blight, crime, and environmental deterioration, in addition, to set forth revitalization, physical and social improvements in the Fox Canyon Neighborhood.

Section 20.04: Statement of Non-Discrimination: The Fox Canyon Neighborhood Association, Inc [a Nonprofit 501(C)(3) Public Benefit Corporation] does NOT discriminate against anyone, regardless of age, language of origin, English language skills, quality of speech or lack of it, disability, gender, racial identity, social class or lack of it, sexual orientation, credo, religion, and/or cultural backgrounds.

Section 20.05: Statement of Purpose: We, the People of Fox Canyon, in General Assembly, have stated the Sovereignty of our purpose is to create a smaller unit of governance to norm physical improvements and behavior within our neighborhood, the stated service area. Such unit should be permanently attached to the Elected Officials representing all spheres of Government, as constituents, either local State or National and should depend upon all established Law Enforcement Corporations already in existence, as partners to carry-on the Law in Fox Canyon. The only greater legislative power of the PEOPLE within this jurisdiction [association, area] shall be ADVISORY and COUNSULTATIONAL in nature, using the power of petition. The People of Fox Canyon state the fact that “THE GREATEST NUMBER OF PEOPLE MUST IMMEDIATELY AFFECTED BY ALL PROPOSED REVITALIZATION, and/or NEEDED CHANGES, IMPROVEMENTS and/or MUST AFFECTED BY INJUSTICE, DEROGATORY and INJURIOUS ACTIONS and BEHAVIOR; HAVE THE GREATEST VOICE and DECISION MAKING UPON SUCH IMPROVEMENTS.”

ARTICLE XXI
THE INCORPORATOR:

Section 21.01: Signature. Pursuant to CCC § 5811 and § 5812 (3), that of Prince Joseph Roland Albert Sologaistoa Lopez, a.k.a. Jose Lopez, as the Incorporator.