Contents:
Current By Laws
*
*****************************************************************DOCUMENT 1*************************************************************
ARTICLE I: NAME
The name of this organization will be the “District 2 Neighborhood Leadership Council”. Where appropriate, “D2NLC” may be used as an abbreviation. In some contexts, it may be appropriate to prepend the words “San Jose”, or the abbreviation “SJ,” as in “San Jose District 2 Neighborhood Leadership Council” or “SJD2NLC.”
ARTICLE II: LEGAL ENTITY AND RESTRICTIONS
Whether this organization chooses to incorporate under California law or not, this organization shall not carry on any activities not permitted for California Public Benefit corporations, or activities that would disqualify the organization from applying for 501 (c) (3) or 501 (c) (4) status under Internal Revenue Service regulations or applicable law.
ARTICLE III: LOCATION AND BOUNDARIES
The principal office of this organization shall be located in City Council District 2, San Jose, California. When necessary to identify physical/geographic boundaries, the boundaries of the District 2 Neighborhood Leadership Council shall be defined as boundaries of San Jose City Council District
2. However, recognizing that traffic, quality of life, and other issues important to District 2 residents are not constrained only to District 2 geographic boundaries, nothing in this clause is intended to restrict the activities of this organization to only San Jose District 2 geographic boundaries.
ARTICLE IV: MISSION
The District 2 Neighborhood Leadership Council (D2NLC) was formed to unite community leaders. It seeks to:
• Support neighborhood and community development.
• Provide a forum for neighborhoods to disseminate information and seek advice.
• Provide a round table discussion for sharing updates and spreading good ideas and tactics.
• Provide encouragement, guidance, and resources to help all D2 neighborhoods create effective Neighborhood Associations.
• Collaborate with D2 Councilmember and any other city employee assigned to District 2.
• Collaborate with other District Community Neighborhood Councils.
• Develop district leaders and their leadership skills.
• Be a voice to drive policy at City Hall on issues of importance.
To accomplish this mission, the organization and its leaders shall take appropriate actions, including educating members about such matters as local government policies, procedures, budgeting, spending, sale of public property, tax or fee increases, tax subsidies, planning and land use,
transportation, public transit, public safety, traffic, parks, open space, trails, recreation, neighborhood and community quality of life. Other actions may include organizing events, community building, and working with district leaders from local public and private schools (e.g., PTA PTO), neighborhood small business, and other community organizations to improve our district and city. The organization may also issue District 2 Neighborhood Leadership Council (D2NLC) Policy and Position Papers on appropriate topics.
ARTICLE V: VALUES, VISION, AND NON-DISCRIMINATION
Section 1: Values. To embrace the principles and spirit of non-partisan, open, honest, transparent, fair, positive governance in full public view of our members and general public.
All members and the public have the right to be treated fairly and with respect, their privacy respected, and to be free from intimidation, harassment, abuse, and personal attack.
The D2NLC Board will uphold these rights and respect between members, communities, organizations and the right of members and public to have timely notice, be informed about and have an opportunity to address the Board at public/general D2NLC meetings about any D2NLC proposed activities, position papers and actions prior to Board vote.
Section 2: Vision. The purposes of the D2NLC fall into four distinct areas:
1. Voice of the Community: Develop channels for “two-way” communications between neighborhood residents of D2N-LC. The communication channels include email listserv, various online social networking outlets, and face-to-face and/or virtual meetings such as the Neighborhoods Commission Roadshow and the San Jose All District Leadership Group. Key communication channels include the Mayor’s Office, City Staff, District 2 Councilmember, and SJPD.
2. Outreach with Fostering Neighborhoods: Create, develop, and coach successful neighborhood associations to significantly increase coverage throughout D2. As we develop a process this will be done by working with residents to form associations, and working with the associations to be actively involved.
3. D2NLC Committees: Action Oriented Committees (AOC) may be established to address complex issues that require research, knowledge and understanding to properly represent D2NLC and our members. Committees may research issues and make written recommendations for adoption by D2NLC Board.
4. Training and Leadership: Work with United Neighborhoods and other District Leadership groups to identify areas and topics (i.e., the need education and training for new leaders and neighborhood and community organizations.).
Section 3: Non-Discrimination. D2NLC does not discriminate against anyone or any group on the basis of ethnicity, color, religion, gender, sexual orientation, national origin, age, disability or any other legally protected characteristic. D2NLC will strongly encourage diversity and promote equal opportunity on D2NLC Board, Committees, and all activities.
ARTICLE VI: MEMBERSHIP
Section 1: Membership and Representation
D2NLC has two types of members: General Members and Neighborhood Association Designated Representative.
1. General Member: Any resident of District 2 may attend D2NLC general meetings as a D2NLC member, whether they belong to a formal neighborhood association or not. General members are eligible to be added to a ballot for any open D2NLC Board position for an election.
2. Neighborhood Association Designated Representative: Every recognized D2 neighborhood association may provide one voting member to represent the vote of that association. The designated representatives may rotate within an association, but only one representative at a time can speak for that association. Neighborhood associations are encouraged to select one of their Board members to serve as their designated representative, but this is not a requirement.
Section 2: Voting
1. Formal Votes of D2NLC
D2NLC is primarily a coalition of neighborhood associations. In support of this, each neighborhood association shall have one vote in all formal actions of D2NLC. This vote shall be exercised by the Designated Representative.
General Members shall have no voting privileges on formal actions of D2NLC, unless they have been designated and are acting in the role of the Designated Representative for their neighborhood association.
2. Advisory Votes of D2NLC
D2NLC may conduct Advisory (informal) votes at any time. Any general member present may vote in an Advisory vote and is encouraged to do so. It is expected that most votes of the D2NLC will be Advisory in nature.
3. Precedence of Authority
Any D2NLC member may request a full formal vote be taken regarding any Advisory vote. If this occurs, the Chair shall add the item to the agenda of the next D2NLC meeting and conduct a formal vote.
Section 3: Membership Meetings and Quorum.
D2NLC General Membership meetings should occur at least four times per calendar year but may be scheduled by the Chair at their discretion or as directed by the Board. For any vote (formal or informal), votes received from a majority (51% or more) of the attending membership shall constitute a quorum.
Section 4: Requirements for Formal Vote for Policy Adoption, Amendment of By-Laws, or Removal of Officers. The following list of items require a formal vote and approval by the majority of the attending general members, providing there was at least a 30-day prior notification:
· Dissolution of the Organization
· Adoption or Retraction of a Policy or Position by the D2NLC
· Amendment of the D2NLC By-Laws
· Removal of a D2NLC Officer for cause
· Modification of this list
ARTICLE VII: BOARD
Section 1. Board Positions and Organization.
1. Board Membership: The D2NLC Board will consist of no less than three (3) members. The Board itself can control the upper limit on the number of Board members allowed. Elections shall be conducted at the first general meeting of the year, if possible, with the 12-month term ending 12 calendar months after the elections. Only Designated Representatives may vote. Board members may be elected to the Board without regard for specific Board positions. Board members may also be appointed at any time by a majority vote of current Board members but must be ratified by a formal vote at the next Membership meeting.
2. Board Organization: At the first Board meeting after election or appointment of a Board member, the Board shall organize itself internally by whatever process the Board members can agree upon if the ballot was not specific to positions. If applicable, results of the organization shall be reported at the next Membership meeting, and should include at a minimum the following:
a. Chair
b. Vice Chair
c. Secretary
d. Treasurer (as needed only)
If needed and/or if sufficient volunteers are available, additional elected Board members shall carry the title of Director.
3. Duties of Board Officers:
a. Chair: Schedule and chair Board and general membership meetings. Serve as primary spokesperson/representative of D2NLC to outside parties and organizations.
b. Vice Chair: Assume duties of Chair, on request of the Chair or if the Chair is unavailable. Assist with scheduling or chairing Board and general membership meetings as needed. Serve as a backup spokesperson/representative of D2NLC to outside parties and organizations.
c. Secretary: Maintain the records of the organization, including but not limited to the master copy of the By-Laws, the list of participating neighborhood associations, and general membership lists with contact information, Maintains records of Board meetings and general membership meeting minutes, and any other records required by the Board or statutory requirements.
d. Director: Any member of the Board without another title is a director. Directors should attend and vote at Board meetings and contribute to Board activities as agreed upon with their fellow Directors.
Section 2. Board Powers and Duties. Regardless of duties assigned to individual Board members, the Board as a whole is responsible to ensure the following things occur:
1. Board Meetings and Quorum: Board meetings should occur at least once between Membership meetings, and as often as the Board deems necessary. A majority of the elected, appointed, and ratified Board members will constitute a Board quorum. Board members are specifically authorized to meet via telephone or online, if necessary.
2. Review and Amendments to By-Laws: The board is responsible for ensuring that a review of the By-Laws occurs at least once every three (3) calendar years, and may initiate review and modification of the By-Laws whenever the Board believes this is in the best interest of the organization.
3. Nominations and Elections: The Board shall conduct a Board election at least once per calendar year, ideally at the first meeting of each calendar year. At least 45 days before the election the Board shall solicit nominations for Board members. Members may be nominated by any D2NLC member (including themselves). At least 30 days before the election the Board shall advise all General members of the list of nominations and publish the ballot so neighborhood associations can advise their Designated Representatives on their vote. There are no term limits.
Section 3. Board Member Term of Office.
Board members shall serve from date of appointment or election until the next Board election. In unlikely event that the Board election does not occur the current Board will continue to serve until the election does occur.
Section 4. Board Vacancies:
Board vacancies may be filled by appointment by the current Board. The vacating Board Member may not vote on the selection of their replacement. Board vacancies can occur due to Board member resignation, unexcused absence from 3 or more consecutive Board or Membership meetings, or upon the death or felony conviction of a Board Member. In addition, a Board Member may be removed from office for cause by a majority vote of the Organizational Members voting in a Formal Vote that has been placed on an agenda and noticed to the general membership at least 15 days prior to the vote.
Section 5. Conflict of Interest.
Board Members are expected to behave ethically and to avoid conflict of interest or the appearance of conflict of interest.
ARTICLE VIII: REPRESENTING D2NLC.
No one is authorized to represent the official position of D2NLC unless the position has been adopted via a Formal Vote. No Member is authorized to make a public, press, or media statement on behalf of D2NLC unless that member has been specifically designated as a spokesperson by the Board. The exception to this is the Board Chair or, in their absence, the Board Vice Chair.