Association By-laws

Of the

Lindberg Park Neighborhood Association

a California Unincorporated Association

Article 1 – Name

Section 1.1 Name. The name of the association is the Lindberg Park Neighborhood Association (sometimes herein referred to as “LBPNA”).

Article 2 – Organization

Section 2.1 Unincorporated Association. The association is a California unincorporated association of its members, organized and existing under California Corporations Code Section 18000, et. seq.

Section 2.2 Governing Document. These By-Laws constitute the governing document of the association.

Article 3 - Purpose

Section 3.1 Purpose. The purpose of the association shall be to help support the overall safety, community and well-being of the Lindberg Park neighborhood through community awareness, engagement and action.

Section 3.2 Lindberg Park For the purposes of these By-Laws, the Lindberg Park neighborhood shall include only the homes and properties in the City of Culver City, California, which are located around Lindberg Park, and shown in Figure 1.

In the general area within of the boundaries of Overland Avenue, Jefferson Boulevard, Ocean Avenue and Dobson Way. In addition to Karen Circle and Stevens Circle.

This includes the residences within this section on the west side Overland Blvd, and the north side of Jefferson Blvd.

Specific streets within this boundary include: Ocean Blvd, Rhoda Way, Westwood Blvd, Fairbanks Way, Pickford Way, Dobson Way, Cota Ave, Kinston Ave, Studio Dr, Virginia Ave, Karen Circle and Stevens Circle and parts of Overland Blvd and Jefferson Blvd.

Article 4 - Members

Section 4.1 Members. Subject to the provisions of Section 4.2 below, all persons over the age of 18 who reside, or own real property, in Lindberg Park shall be members of LBPNA. Membership shall automatically terminate if a person ceases to be a resident of, or an owner of real property in, Lindberg Park. For voting, each residence shall be allowed one vote.

Section 4.2 Membership Dues. The Board of Directors may request that members make volunteer financial contribution to the association.

Article 5 – General Meetings of Members.

Section 5.1 Time and Place. Generalmeetings of members shall be held at least once a year (see “Annual Meeting”) and at times and places designated from time to time by the Board of Directors. Quarterly meetings are encouraged. All such meetings shall be held in or near the Lindberg Park neighborhood.

Section 5.2 Notice of Meetings. Notice of each general meeting shall be provided at least six days prior to the meeting. Methods to announce the meetings shall include, but not be limited to, signage at various locations in the Lindberg Park neighborhood. Electronic methods, such as websites, and social media outlets, are also encouraged.

Section 5.3 Annual Meeting. A membership meeting held during, or shortly after, the fourth quarter of each calendar year shall be designated the annual meeting for the election of directors. The Board shall provide a summary report for the year, and a treasurer’s report to the membership.

Section 5.4 Election of Directors. Following the adoption of these By-Laws, up to nine directors shall be elected. The top half plus one persons receiving the greatest number of votes shall each serve terms of two years. The next other top vote getters shall each serve terms of one year. After skipping the first annual meeting, at each succeeding annual membership meeting, directors shall be elected, for terms of two years, to fill the positions of the directors whose terms are expiring. Term lengths may have to be adjusted from one year to two years in order to try to balance the number of officers elected each year. Voting shall be completed during the Annual meeting. Electronic voting and absentee voting may be implemented if approved by the board.

Section 5.5 Nomination of Directors. Any member of LBNA may nominate one or more persons (including himself or herself) for the Board of Directors. Nominees, and thus all board members, must be LBPNA members. Nominations may be made (i) during the thirty days preceding the annual membership meeting by delivering an email or other written notice to the LBPNA President, or (ii) at the annual meeting. Ballots for the election of directors shall include the names of all persons who are nominated at least seven days before the annual membership meeting, as well as blank spaces in which voters may write-in the names of candidates who are nominated after said deadline.

Section 5.6 Quorum. Although informational meetings may commence and continue with any number of members present, the election of directors or the conducting of other LBPNA business, shall require a quorum of at least twenty-five members.

Article 6 – Directors.

Section 6.1 Number of Directors. The association shall be managed by a Board of Directors consisting of nine directors.

Section 6.2 Election and Term of Office. Directors shall be elected at the annual membership meeting. Each director shall hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.

Section 6.3 Quorum. A majority of Board of Directors shall constitute a quorum.

Section 6.4 Organizational Meeting. The Board of Directors shall meet within a reasonable time after the annual membership meeting for the purpose of electing officers and transacting such other business as may be deemed appropriate.

Section 6.5 Other Meetings. The Board of Directors shall meet from time to time throughout the year as necessary or desirable. Meetings may be called by the President or by any three directors. At least three days’ prior notice of Board meetings shall be provided to all directors by email, telephone, or other comparable means; provided that the meetings may be held with less notice if approved or ratified by two-thirds of the directors.

Section 6.6 Vacancies. In the event a vacancy shall exist on the Board of Directors by reason of the death, resignation, or removal of any director, the same may be filled by a majority vote of the remaining directors for the remaining duration of the vacant director position, whether or not less than a quorum.

Article 7 – Board of Director Officers.

Section 7.1 Offices.The Board of Directors of LBNA, and thus LBNA, shall have a single President, one or more Vice-Presidents, a Secretary, a Treasurer, and such other officers as the Board of Directors may from time to time determine. The officers shall perform such duties as may be from time to time designated by the Board of Directors, including the following:

a. President. The President shall be the chief executive officer of LBNA and shall preside at all meetings of the Board of Directors and the membership. The President shall not serve more than two consecutive terms.

b. Vice President. The Vice President(s) shall perform the duties of the President in the absence of the President and shall assist that office in the discharge of its duties.

c. Secretary. The Secretary shall give notice of all meetings of the Board of Directors and membership, and shall maintain minutes of the Board of Directors and membership meetings.

d. Treasurer. The Treasurer shall maintain the books and records of the association, shall have custody of all association funds, and shall be responsible for the financial affairs of LBPNA.

Section 7.2 Choosing of Officers. Officers shall be elected annually by the Board of Directors at its organizational meeting. All officers shall consist of elected Board of Director members. The officers shall serve at the pleasure of the Board of Directors and may be removed at any time. Any vacancy may be filled by the Board of Directors.

Section 7.3 Fiscal Power of the Board. The board of directors shall have the authority to receive and dispense funds of the LBPNA as approved by a majority of the Board.

Article 8 – Committees

Section 8.1 Creation. The Board of Directors may, from time to time, establish committees to study, monitor, or otherwise address issues or matters relevant to the association. Each committee shall report to the Board. Each committee shall also create a charter, which shall describe the committee’s purpose and mode of operation. Each committee charter shall be approved by the Board.

Section 8.2 Committee Membership. The Board of Directors shall appoint or approve one or more members (who may, but need not be, directors) to serve on each committee. Committee members shall serve at the pleasure of the Board of Directors and the LBNA. General committee members may be made of volunteers of the LBNA, and potentially volunteers outside LBNA, as needed or if desired.

Article 9 – Amendment

Section 9.1 By-Laws. These By-Laws may be adopted, amended, or repealed by either (i) a two-thirds vote of the Board of Directors at any time, or (ii) a majority vote of the members present at an annual membership meeting.

The foregoing By-Laws of the Lindberg Park Neighborhood Association are hereby adopted, as of the 17thday of April, 2019, at Culver City, California, by vote of the directors listed below:

David Winslow — President

Greg Arnold

Jim Beyer

Ellen Goodridge — Secretary

Peter Huang

Mike Scarano — Vice President

Carolyn Wispe-Burns — Treasurer

Ross Piro

Angie Lee Poston

Figure 1: Boundary of the Lindberg Park Neighborhood Association