Mar Vista Community Forum

Our Bylaws as Approved on November 13, 2001:

MAR VISTA COMMUNITY COUNCIL BYLAWS

MISSION STATEMENT
The mission of the Mar Vista Community Council (Council or MVCC) is to provide a forum for discussion of issues that affects the quality of life of MVCC stakeholders, and to facilitate stakeholder communication and serve as the advocate for the Council area with officials of the City of Los Angeles and other governmental and non-governmental entities.

ARTICLE I
BOUNDARIES
The Council represents stakeholders within the following geographic boundaries:

o North of Charnock Rd. between Overland Ave. and the San Diego Freeway
o North of the Culver City border between the San Diego Freeway and Walgrove Ave.
o South of National Blvd. between Overland Ave. and the San Diego Freeway
o South of the Santa Monica Freeway between the San Diego Freeway and
Centinela Ave.
o South of the Santa Monica City border between Centinela Ave. and Walgrove Ave.
o East side of Walgrove Ave. between Santa Monica and Culver City.
o West side of Sepulveda Blvd. between Charnock Rd. and Washington Blvd.
o West side of Overland Ave. between the Santa Monica Freeway and Charnock Rd..
o East side of Centinela Ave. between the Santa Monica Freeway and Airport Ave.

The area between Walgrove Ave. and Beethoven St., which contains schools which serve the Mar Vista community, including Venice High, Mark Twain Junior High, Walgrove Elementary and Beethoven Elementary, shall be considered an overlap area with the neighborhood council established by the Venice community. Residents of this overlap area, defined by Beethoven St. on the east; Rose Ave. transitioning to Beethoven St. on the north; Walgrove Ave. on the west; and the southern boundary of the Venice High School grounds on the south, may be considered stakeholders within both neighborhood councils.

ARTICLE II
GOALS AND OBJECTIVES
The goals and objectives of the Mar Vista Community Council shall be as follows:

A. To offer a forum to permit Council stakeholders to collaborate and deliberate on matters of interest to the community;

B. To be an advocate for the Council area to government and private agencies on issues for which there is broad community agreement;

C. To facilitate the delivery of City services to neighborhoods by helping to identify community needs and involving relevant City staff in achieving integrated problem-solving techniques;

D. To develop a system of ongoing communication with stakeholders regarding current and upcoming projects, issues and events;

E. To encourage stakeholder participation in Council activities; and

F. To interact with other neighborhood councils on issues of mutual
concern and participate in citywide neighborhood conventions.

ARTICLE III
STAKEHOLDERS
The Mar Vista Community Council shall be composed of, and made available to, all stakeholders within the stated boundaries. Stakeholders include individuals residing, working or owning property, or individuals actively participating in organizations or groups active within the boundaries, as indicated in Article I. Groups may include, but are not limited to, homeowner and community associations, schools, businesses and religious institutions. Only stakeholders 18 years of age or older may vote.

ARTICLE IV
BOARD OF DIRECTORS
A. Duties and responsibilities. The duties and responsibilities of the Board of Directors shall be as follows:

1. To carry out the goals and objectives of the Council;
2. To authorize or approve all business of the Council;
3. To direct and control MVCC activities; and
4. To ensure the financial integrity of the Council.

The Board of Directors may delegate management of the day-to-day operation of the business of the Council to a committee, person or staff, provided that all duties, powers, activities and affairs of the Council are exercised under the ultimate direction and control of the Board of Directors.

B. Number of Directors. The Board of Directors shall have up to twenty-five (25) voting Directors, including the four officers described below in Article V. Of the potential twenty-five (25) Directors, thirteen (13) shall be elected "At-large" and twelve (12) shall be "Zone" Directors, with each of the twelve (12) geographic zones electing its own "Zone" Director. The Board shall determine such zones at least ninety (90) days prior to the second year¹s election.

C. Term of the Directors. The term of office for Directors shall be two (2) years. A Director may serve for no more than four (4) consecutive terms. After being out of office for one full term, a former Director is again eligible to run for office. A Director may not be a candidate for more than one director seat or occupy more than one office.

D. Election of the Directors. Election of the thirteen (13) "At-large Directors" shall alternate from one year to the next with election of the twelve (12) "Zone Directors." The Board of Directors shall develop an election system that maximizes democratic representation within the Council boundaries. As part of this effort the Board shall determine fair and equitable boundaries for the twelve (12) geographic zones into which all of the Council area shall be divided. Candidates for Director shall meet the following criteria:

1. Candidates must prove they are stakeholders of the Mar Vista Community Council and certify such in writing;
2. Candidates must obtain signatures to support their candidacy from MVCC stakeholders as follows: ten (10) signatures for at-large Directors; seven (7) signatures for zone Directors.
3. Candidates must follow all election procedures as established; and
4. Candidates must be 18 years of age or older.

E. Election of the initial Board of Directors. In order to establish the cycle of electing "At-large Directors" and "Zone Directors" in alternate years, up to twenty-five (25) Directors shall be elected as "At-large Directors" in the first election. Of these, the thirteen (13) recipients with the highest number of votes shall serve for the normal term of two (2) years as "At-large Directors." The remaining elected Directors (up to twelve) shall serve for an initial term of one year. The second election shall be held to replace the Directors serving the initial one-year term with newly elected "Zone Directors." These Directors shall be elected from the twelve (12) geographic zones (one Director from each zone) and shall serve a term of two (2) years.

F. Voting. A simple majority vote of the Directors in attendance shall prevail, except that a two-thirds majority vote of the Directors in attendance shall be required to amend the bylaws, remove a Director, or remove an officer of the Board of Directors.

G. Removal. A Director may be removed from office by a two-thirds vote of the Directors. Reasons for removal may include, but are not limited to:

1. Inability to carry out his/her duties and responsibilities due to time limitations, illness and/or other personal obligations;
2. Absence from three (3) consecutive meetings without notification;
3. Failure to disclose a conflict of interest;
4. Violation of MVCC bylaws or rules; or
5. The Director proves to be ineffective and/or prevents the Board from carrying out its duties and responsibilities.

H. Vacancy. A vacancy shall be deemed to exist upon the occurrence of either of the following:

1. The death, resignation or removal of any Director; or
2. Insufficient number of candidates available to fill all Director positions.

I. Filling vacancies. In the case of a vacancy, the chair may appoint a stakeholder to fill that vacancy subject to approval by a two-thirds (2/3) vote of the Board.

ARTICLE V
OFFICERS OF THE BOARD OF DIRECTORS
Officers of the Board shall be elected by the Board and shall serve one-(1) year terms. The Board of Directors shall develop a procedure for electing officers. Only a Director shall be eligible to serve as an officer. No officer shall hold more than one office at a time, and no officer shall be eligible to serve more than four (4) consecutive terms in the same office. Officers shall serve at the pleasure of the Board and may be removed by a two-thirds vote of the Board.

Officers shall perform the duties prescribed by these bylaws, and by the parliamentary authority of Robert¹s Rules of Order, Newly Revised, latest edition.

Officers shall be Chairperson (Chair), Vice Chairperson (First Vice Chair), Second Vice Chairperson (Second Vice Chair), Secretary and Treasurer. The duties of these officers are as follows:

A. Chairperson. The Chairperson (Chair) shall preside at meetings of the Council and the Board of Directors, shall represent the Council and shall coordinate its affairs. Subject to the approval of the Board, the Chair shall appoint committee chairs and make such other appointments as may be necessary or desirable.

B. First Vice Chairperson. The First Vice Chairperson (First Vice Chair) shall discharge the duties of the Chair in the absence or disability of the Chair or as requested by the Chair or Board.

C. Second Vice Chairperson. The Second Vice Chairperson (Second Vice Chair) shall discharge the duties of the Chair in the absence or disability of the Chair and First Vice Chair or as requested by the Chair or Board.

D. Secretary. The Secretary shall record, or cause to be recorded, the minutes of actions taken at all meetings of the Council, Board of Directors and committees. The Secretary shall keep in safe custody, the minutes, as well as the bylaws and all other official documents.

The Secretary shall make timely filings of all required certificates and compliance documents. The Secretary shall give, or cause to be given, notice of all meetings of the Council, Board of Directors and committees. Such notice shall be posted at a designated location or locations.

E. Treasurer. The Treasurer shall keep and maintain, or cause to be kept and maintained, current, adequate and correct accounts of the assets and business transactions of the Council, including accounts of its assets, liabilities, revenues, expenses, retained earnings/net assets and other information customarily included in financial statements in accordance with generally accepted accounting principles.

The Treasurer shall be responsible for the deposit of all moneys and other financial assets in the name of the Council, with depositories as designated by the Board of Directors. All disbursements shall be made by check and shall be signed by those persons designated by the Board of Directors. The Treasurer shall keep records which indicate the source, date and purpose of all cash receipts, donated assets and other revenues; the check number, payee, date and purpose of all disbursements; and the disposition of any Council assets.

The Treasurer shall report to the Board of Directors on the financial condition of the Council at such frequency as the Board deems appropriate, but not less than quarterly. The Treasurer shall make timely filings of all required financial and period-end tax and/or information reports to appropriate agencies and funding sources.

ARTICLE VI
MEETINGS
A. General Meetings. A minimum of one General Meeting per calendar quarter shall be held. The annual membership meeting (Annual Meeting) shall be held regularly during the same month each year, and shall be held in a location convenient to stakeholders. The agenda for all General Meetings will be determined at a meeting of the Board of Directors. Agenda and notice of General Meetings shall be publicly posted at least 72 hours prior to the meeting.

B. Board Meetings. A Board Meeting shall be convened one to four weeks in advance of any General Meeting. Agenda and notice of Board Meetings shall be publicly posted at least 72 hours prior to the meeting.

C. Special Meetings. The Chair, or a minimum of two Board members, may call a Special Meeting of the Board or a General Meeting of the stakeholders. Agenda and notice of such meeting shall be publicly posted at least 72 hours before the scheduled meeting date. Such notice shall state the reasons for such a meeting and the specific business to be transacted at the meeting.

D. Quorum. A quorum for meetings of the Board shall consist of a simple majority of the incumbent Directors. No business shall be conducted without a quorum.

E. Conduct of the meetings. Meetings are open to the public and will be conducted in accordance with the provisions of the California Brown Act and Robert¹s Rules of Order, Newly Revised, latest edition.

F. Petitioning the Board. An item may be placed on the agenda of a Board Meeting by a petition signed by not less than ten (10) stakeholders. Such a petition shall be submitted to the Chair at least fourteen (14) calendar days prior to the scheduled meeting. Petitioners shall be permitted to make a presentation to the Board, regarding the petition, not to exceed 10 minutes.

ARTICLE VII
BYLAW AMENDMENTS
No bylaw amendment shall be voted on until it has been read at two meetings. Amendment of these bylaws requires a two-thirds (2/3) majority vote of the Board of Directors, and ratification at a subsequent General Meeting by a simple majority vote of the stakeholders present.

ARTICLE VIII
COMMITTEES
The Board shall have the power to form or dissolve committees and establish the policies and procedures for those committees for whatever purpose it deems necessary, as long as these are within the mission, goals and objectives of the Council. Standing committees may include, but shall not be limited to the:

A. Executive Committee
B. Elections Committee
C. Finance Committee
D. Communications Committee
E. Grievance Committee
F. Nominating Committee

ARTICLE IX
GRIEVANCE PROCEDURES
The Board of Directors shall adopt and enforce a grievance procedure. Any decision not resolved by the grievance process will be referred to the Los Angeles Department of Neighborhood Empowerment.

ARTICLE X
INDEMNIFICATION
Any person (and/or the heirs, executors and administrators of such person) made or threatened to be made a party to any action, suit or proceeding by reason of the fact that he/she is or was an officer of the Mar Vista Community Council shall be indemnified by the City of Los Angeles. Indemnification shall be against any and all liability and the reasonable expenses, including attorneys¹ fees and disbursements incurred by him/her and/or such heirs, executors or administrators in connection with the defense or settlement of such action, suit or proceeding, or in connection with any appearance therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer is liable for gross negligence or willful misconduct in the performance of his/her duties. Such right or indemnification shall not be deemed exclusive of any other rights to which such officer or such heirs, executors or administrators may be entitled apart from this Article.

ARTICLE XI
RECORDS
Minutes, election records and other official records of the Council shall be made available for inspection to stakeholders. The Board of Directors shall adopt a procedure for the inspection of all official records.

ARTICLE XII
CODE OF ETHICS AND CONDUCT
A. The Board of Directors of the Council shall adopt and enforce a code of ethics and conduct that conforms to all applicable federal, State of California and City of Los Angeles laws and ordinances.

B. The Council shall follow fair and open procedures for conducting its business.

C. The Council and its participants shall avoid conflicts of interest. In situations in which a conflict of interest exists, the involved Director shall report the conflict to the Board and not participate in the decision-making process on that issue.

D. No individual or group may speak on behalf of the Council or represent the Council without the prior authorization of the MVCC Board of Directors.

E. MVCC shall not endorse candidates for political office. MVCC shall not work on behalf of, or in opposition to, any candidate for political office. MVCC Directors shall not use their Mar Vista Community Council affiliation in personal endorsements of political candidates.

ARTICLE XIII
DISSOLUTION
The Board of Directors of the Mar Vista Community Council, by a two-thirds majority vote, may dissolve the Council. Upon the winding-up and dissolution of the Council, and after paying or adequately providing for the debts and obligations of the Council, the remaining assets of the Council shall be distributed to any other nonprofit neighborhood association or council which is organized and operated exclusively for the purposes of improving the quality of life for stakeholders in the Mar Vista area, or to any organization designated by the Los Angeles Department of Neighborhood Empowerment as a certified Neighborhood Council.