June 10, 1991
PIEDMONT AVENUE MERCHANTS ASSOCIATION br>
Statement of Purpose
THE PURPOSE OF THE PIEDMONT AVENUE MERCHANTS ASSOCIATION (PAMA) IS TO PROVIDE
ON-GOING SUPPORT AND DIRECTION FOR THE HEALTHY DEVELOPMENT OF PIEDMONT AVENUE BUSINESSES. THE BENEFICIARIES OF P.A.M.A. ACTIVITIES WILL BE ITS MEMBERS, THE SURROUNDING NEIGHBORHOOD AND THE CITY OF OAKLAND. P.A.M.A. ACTIVITIES WILL TAKE THE FORM OF:
- SPECIAL EVENTS AND PROMOTIONS THAT WILL ENHANCE AND PRESERVE THE UNIQUE AMBIANCE OF DOING BUSINESS ON PIEDMONT AVE.
- SPECIAL PROJECTS BENEFITING NEIGHBORHOOD, CIVIC AND CHARITABLE ORGANIZATIONS AND GROUPS.
- SOCIAL EVENTS THAT WILL FOSTER A SENSE OF COMMUNITY AMONG MEMBERS AND NEIGHBORS.
The principal office for the transaction of business of the Corporation is as may be here after fixed and located by the Board of Directors in the City of Oakland, County of Alameda, State of California. The Board of Directors may any time or from time to time change the location of the principal office from one location to another in said county.
For purposes of election of officers and directors, and for the collection of annual dues, the fiscal year shall begin March 1 and end on the last day of February of the following year. Alternatively, the board may elect to constitute an Executive Offices Committee of a least two and not more that four persons.
Section 1. QUALIFICATIONS FOR MEMBERSHIP
There shall two classes of members of the Corporation. Active members of the Corporation shall be all those having a place of business in the Piedmont Avenue, Oakland area and that of Honorary Member-
- A life member shall be elected by the Board of Directors or by a majority vote of the membership. Eligibility for such status shall be based on the following considerations:
- The person shall have been a member of the PAMA for a minimum of twenty five (25) years.
- The person shall have rendered unusual or extraordinary services to the PAMA during the period of membership.
- A life member, once elected, shall be exempt from payment of annual membership dues.
- A life member shall retain full corporate voting privileges.
- An honorary member shall
- have five years of active service with the association.
- be nominated and voted on by the Board
- have voting privileges
- provide a list of qualifications for the association files.
Regular annual dues shall be set by the Board of Directors and revised as necessary by resolution of the Board of Directors.
Membership dues shall be quoted and paid on a yearly basis.
SECTION 3. Termination of Membership
Active membership shall be terminated for the following reasons:
- Non-payment of dues.
- Business no longer in Piedmont area.
- Action of a member unbecoming to the principles of the association, as determined by the Board of Directors.
Meetings of the general membership shall be called by the Board at least four times a year, such other times as the Board shall deem necessary. The January meeting shall include the nomination of officers. The February meeting shall include the election of officers. If such meetings for the purpose of election are not held, or if Directors are not elected there at, they may be elected at any special meeting of the members held for that purpose. The March meeting in each year shall be the Annual Meeting, and the Directors of the Corporation shall then be installed. Special meetings of the membership for any purpose may be called at any time by the President or by majority of the Directors.
Section 5. NOTICE OF MEMBERS
Notice of each regular and special meeting shall be given to each member entitled to vote there at, whether personally or by prepaid mail addressed to such member at the address appearing in the membership record, or by telephone. Such notices shall be given not less that five days before each meeting, and shall specify the place, day and hour of the meeting, and shall state the general nature of the business to be considered at such meeting. The notice of the Annual Meeting shall designate it as such and shall state the names of newly elected board members and officers.
Section 6. VOTING RIGHTS
- Each active member organization shall be entitled to one vote.
- Cumulative voting shall not be permitted.
- Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after three months from date of its execution, unless provided in the proxy.
The presence in person of the members entitled to cast a vote at any meeting shall constitute a quorum for the transaction of business.
Section 8 VOTING AT MEETINGS
All members shall have voting rights as provided above. Votes may be taken by voice, by show of hands or by ballot.
Section 1. NUMBER AND ELECTION
Revising Article II. Paragraph 1 of the Articles of Incorporation, to provide that the Corporation shall have not less than 10 no more than 20 directors, the exact number to be determined by the current Board of Directors.
Election of Directors shall take place at the final general membership meeting of the fiscal year.
Section 2. POWERS
Subject to the limitation of the Articles of Incorporation, of the Bylaws and of the California General Nonprofit Corporation Law as to action to be authorized or approved by the members, and subject to the duties of Directors as prescribed by the bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by the Board of Directors. Without prejudice to such general powers, but subject to the same limitation, it is hereby expressly declared that the Directors shall have the following powers, to wit:
First: To appoint, subject to a vote of the membership, and to remove all officers, agents and employees of the Corporation, and to prescribe such powers and duties for officers, agents and employees as may not be consistent with law, with the Articles of Incorporation or the Bylaws.
Second: To conduct, manage, control the affairs and business of the Corporation, and to make such rules and regulations therefore not inconsistent with law, or with the regulations therefore, not inconsistent with law, or with the Articles of Incorporation, or the Bylaws, as they deem best.
Third To designate any place within the County of Alameda, State of California, for the holding of any membership meeting or meetings; to change the principal office of the Corporation for the transaction of its business form one location to another in the County of Alameda, Sate of California; to adopt, make and use a corporate seal and to alter the form of such seal form time to time as in their judgment they deem best, provided such seal shall at all times comply with the provisions of the law.
Fourth: To borrow money or incur indebtedness for the purposes of the Corporation and for no other reason; and to cause to be executed and delivered therefore in the Corporation’s name promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debts, and securities therefore.
Fifth: To mange in such a manner as they may deem best all funds and property, real and personal, received and acquired by the Corporation, and to distribute, loan or dispense the same and/or the income and profits therefrom.
Section 3. PLACE OF MEETING
Regular meetings of the Board of Directors shall be held at any place within the Sate of California that has been designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of such designation, regular meetings shall be held at the principal office of the Corporation. Special meetings of the Board shall be held either at a place designated or at the principal office.
Section 4. ORGANIZATION MEETING
The next regular meeting of the Board of Directors immediately following the Annual Meg shall be for the purpose of organization and transaction of other business. Notice of such meeting is hereby dispensed with.
Section 5. SPECIAL MEETINGS
Special meetings of the Board of Directors for any purpose may be called at any time by the President, or if he/she is absent or unable or refuses to act, by the three Directors. Such meetings may be held either in the principal office or at ay place designated by the Board of Directors.
Notice of the time and place of special meeting shall be given personally the Directors or sent to each Director by mail or other form of written communication. Charges prepaid, addressed to him/her at the address shown in the records of the Corporation. In the event such notice is delivered personally it shall be delivered at lest 48 hours prior to the time of the holding of the meeting. In the event such notice is mailed, it hall be mailed five days prior to the time of the holding of the meetings.
The transactions of any meetings of the Board of Directors however called an noticed or wherever held, shall be as valid as though at a meeting duly held after regular call and notice, if quorum be present and if either before or after the meeting each of the Directors not present signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. All such Corporate waivers, consents or approvals shall be filed with the Corporate
Section 6. ATTENDANCE AT MEETINGS
If a Director shall fail to attend three consecutive meetings of the Board of Directors without leave of absence, his office as a Director may be declared vacant by a vote of a majority of t all the remaining Directors. In the event of a vacancy for any cause in the office of a Director, the remaining Directors, by the majority vote may elect a successor to hold office for the unexpired portion of the term of the Director whose place shall be vacant and until the election and qualification for a successor.
Section 7. QUORUM
A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business. Every act or decision made by a majority of the Directors present at a meeting duly held at which a quorum was present, shall be regarded as the act of the Board of Directors.
Section 8. NOMINATION OF DIRECTORS
At least 60 days prior to the Annual meeting of Members, the Board of Directors shall elect a committee of five to present to the membership a list containing the names of all active members for the election as directors for the ensuing year, which may include any directors or officers then or previously holding office. In case the Board of Directors fails for any reason to elect such a committee within the time specified, then it shall be the duty of the President to appoint such a committee. Nominations made by the committee must be delivered to the Secretary at least 30 days before the final meeting of the fiscal year. In making such nominations the committee shall endeavor to select candidates so that the members of the Board of Directors will representative of the various merchants and other groups or individuals who are members of the Corporation. Nominations may also be made by any member in good standing by filing such nominations in writing with the Secretary at least 30 days prior to final meeting of the fiscal year. Each member of the Corporation shall be notified in writing at least 15 days prior to the meeting all nominations received by the Secretary. The nominations made by the Nominating Committee shall be designated as the “Nominating Committee’s Slate”. Nominations of Directors shall stand approved as submitted to the general membership by the Nominating Committee if no other nominations are received.
Section 1. RESPONSIBILITY
All officers are subordinate and responsible to the Board of Directors.
Section 2. NUMBER AND SELECTION
The officers of the Corporation shall be a President, a 1st Vice President, a 2nd Vice President, a Secretary and a Treasurer. The Corporation may also have such officers as may be appointed in accordance with the provisions of this section. Alternatively, the Board may elect to constitute an Executive Officers Committee of not less than two and not more than four persons that shall act in lieu of the aforementioned Officers of The Corporation.
The officers of the Corporation shall be chosen annually by majority vote of the members at the final general meeting of the fiscal year. Each shall hold his/her office until he/she shall resign or shall be removed or otherwise be disqualified to serve, or until his/her successor shall be elected and qualified. Each above named officer shall serve for a term of one (1) year, provided that any officer may be re-elected to succeed himself or herself in manner provided.
The Board of Directors may appoint such other officers as the business of the Corporation may require, each of whom shall hold office for such period and have such authority and perform such duties as are provided in the bylaws, or as the Board of Directors may form time to time determine.
Section 3. DUTIES OF THE PRESIDENT
The President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have supervision, direction and control of the business and affairs of the Corporation and all dealings of the Board of Directors and of the members. He/she shall be ex-officio member of all standing committees and shall have general powers and duties and management usually vested in the office of the President a corporation, and he/she shall have such other powers and duties as may be prescribed by the Board of Directors or the bylaws.
Section 4. DUTIES OF THE VICE PRESIDENTS
- Duties of the 1 st Vice President
In the absence or disability or refusal to act of the President, the 1 st Vice President shall perform all the duties of the president, and when so acting shall have the powers delegated to the President.
- Duties of the 2 nd Vice President
In the event the 1 st Vice President shall be unable to serve, the duties and responsibilities shall devolve to the 2 nd Vice President. In additions, he/she have such powers and duties as from time to time may be assigned by the Board of Directors or the bylaws.
The secretary shall keep or cause to be kept at the principal office of the Corporation, or at such other place as th4e Board of Directors may order, a book of minutes of all meeting of directors and member The Secretary shall also keep or cause to be kept at the principal office of the Corporation a membership record containing the names and addresses of each member. In any case where membership has been terminated, such fact shall be recorded together with the date upon which membership ceased. Notices of special meetings of the Board of Directors and of the regular and special meetings as provided in these bylaws shall also be kept as part of the record of the Corporation. The secretary shall perform such other and further duties as may be require by law or as may be prescribed or required time to time by the Board of Directors or the bylaws.
Section 6. DUTIES OF THE TREASURER
The treasurer shall keep and maintain or cause to be kept and maintained adequate and correct accounts of the properties, if any, and the business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, and losses. The books of account shall be at all times open to inspection by any director or by any member of the Corporation. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such deposits as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as ordered by the Board of Directors and shall render to the President and the directors, upon request, an account of all his/her transactions as Treasurer of the Corporation, and of the financial condition of the Corporation. The Treasurer shall perform such other and further duties as may be required by law or a may prescribed or required by law or as may prescribed or required from time to time of the Board of Directors or bylaws. Upon election to new Treasurer, an audit shall be made on outgoing Treasurer to the satisfaction of the Board of Directors.
Section 7. REMOVAL OF OFFICERS
Officers may be removed for cause at any meeting of the Board of Directors by the affirmative vote of all the directors.
Section 8. EXECUTIVE COMMITTEE
Should the Board elect to constitute an Executive officers Committee, the duties of Officers of the Corporation as described in sections 3,4,5,6 shall be the combined responsibility of the members of the Executive Committee.
Section 9. DISBURSEMENT OF FUNDS
No funds may be disbursed by the corporation unless the check, draft, or other evidence of such disbursement shall be executed on behalf of the Corporation by two officers of the Corporation.
Section 1. LIABILITY OF MEMBERS
No member of this Corporation shall be personally liable its creditors for any indebtedness or liability, and any or all creditors of the Corporation shall look only to the Corporation for payment.
Section 2. PROPERTY INTEREST UPON TERMINATION OF MEMBERSHIP
If any member shall cease to be such, any interest he/she shall have in and to the property, assets and privileges of the Corporation shall cease and revert to the Corporation and such cessation of membership shall operate as a release and assignment to the Corporation of all the right, title and interest of such member in and to the property, assets and privileges of the Corporation.
AMENDMENTS TO BYLAWS
Section 1. ADOPTION
New bylaws may be adopted, amended or repealed by the written consent of the members entitled to exercise a majority of the voting power or by a majority of a quorum at a meeting duly called for the purpose of amending the articles or bylaws, or by he Board of Directors subject to the power of the members to change or repeal the bylaws.
CERTIFICATE OF SECRETARY
- The undersigned, do certify:
- That I am the duly elected and acting Secretary of the Piedmont Avenue Merchants Association, a California non-profit corporation; and
- That the foregoing bylaws constitute the bylaws of said corporation as duly adopted at a meeting of its members held on January 28, 1987.
4 th day of March, 1987.
Karen Pittman Jang,
Document amended by the Board June 10, 1991