BY-LAWS OF VILLA MARINA COUNCIL, INC.
1.1. PRINCIPAL OFFICE
The principal office for the transaction of the business of the Corporation is hereby fixed and located in the County of Los Angeles, State of California. The Board of Directors is hereby granted full power and authority to change the location of said office from time to time.
MEMBERSHIP AND REPRESENTATION
WHEREAS, the Villa Marina Council, Inc, is organized as non-profit corporation under California law; and,
WHEREAS, the Villa Marina Council has always operated as a “committee of the whole;” and,
WHEREAS, the conduct of business at each meeting has been contingent upon the attendance at such meetings of a majority of the Villas; and,
WHEREAS, California law may require the designation of certain individuals as “officers” of the Corporation;
NOW THEREFORE, the Villa Marina Council, Inc., adopts these bylaws wherein it is recognized that the “Board” consists of Representatives of all 18 Villas named herein each of whom is a “Director” of the Corporation; and,
THEREFORE, that certain of those Directors shall be elected to hold the offices of President, First Vice President, Second Vice President, Treasurer and Secretary.
2.1. NAME AND NUMBER OF MEMBERS
There shall be only one class of members in the Corporation and the total authorized membership shall be eighteen (18). The members are the Villas referred to in ARTICLE SECOND, Paragraph 1, of the Articles of Incorporation, as follows: Villa Antibes, Villa Beaulieu, Villa Cavalaire Villa Imperia, Villa Le Trayas, Villa Milano, Villa Napoli, Villa Portofino, Villa Rapallo, Villa Romano, Villa San Cipriano, Villa San Michele, Villa San Remo, Villa Sicilia, Villa Sestri, Villa Spezia, Villa St. Tropez and Villa Toulon. These members will be collectively referred to herein as Villas.
2.2. VILLAS’ REPRESENTATIVES
Each Villa shall be represented by one person, selected by its Board, as their Designated Representative. Each Villa may select two alternate representatives so that if its Designated Representative cannot attend a meeting that Villa will nevertheless be represented.
2.3. The name of each Villa’s representative shall be noted in the books and records of the Corporation at the beginning of each fiscal year. The names of the representatives and the Villa each represents shall also be entered into the books and records of the Corporation at each meeting thereof.
2.4 For meeting purposes, regardless of the designation applied by the individual Villa, the person attending the meeting is deemed to be the “Designated Representative” for that meeting.
2.5. Each Villa shall pay dues of $3.00 for each unit in said Villa, payable annually at the time of the Villa Marina Council Annual Meeting each year.
2.6. The amount of dues may be changed only by a majority of the Representatives at a meeting duly called for the purpose, among others, of considering a change in the amount of these dues.
2.7. Memberships are not assignable.
2.8. A Villa may resign and terminate its membership at any time.
2.9. Any Villa declaring the state of their membership to be other than active will be deemed to have resigned.
2.10. A resigned Villa may petition to rejoin and upon such petition shall be deemed a member.
2.11. The Corporation’s fiscal year shall run from January 1 to December 31.
3.1. PLACE OF MEETING
All meetings shall be held at such place and time as may be determined by the Board of Directors. The term “Board of Directors” shall refer to all 18 representatives of the Villas named herein. Meetings shall be open to all residents of Villa Marina, whether owners or renters.
3.2. ANNUAL MEETING
The Annual Meeting shall be held at a time and place to be announced to the membership at the January meeting Such annual meeting shall be open to all residents of Villa Marina, whether owners or renters.
3.3. Notice of each Annual Meeting shall be given to each Representative entitled to vote either personally to said Representative or by sending a copy of the notice via U.S. mail or by e-mail to said Representative’s address appearing on the books of the Corporation or supplied by said Representative to the Corporation for the purpose of notice or by publication in the issue of Villa Views in the month preceding the month of the annual meeting.
3.4. Notice of Annual Meeting (or any other meeting) will be deemed satisfied by the publication of such notice in the immediately preceding Villa Views, the monthly newsletter of the Villa Marina Council, Inc., published in the month prior to the month of the annual meeting. There is no meeting in December; Villa Views is not published in December.
3.5. REGULAR MEETINGS
The regular meetings shall be held on a date to be determined by each newly elected slate of officers at its first meeting following election and announced in the next published edition of the Villa Views. Such meetings shall be open to all residents of Villa Marina, whether owners or renters.
3.6. SPECIAL MEETINGS
Special meetings for any purpose or purposes whatsoever may be called at any time by the President, or any two Representatives, and held on five (5) days’ written notice given by the Secretary to each Villa, which notice shall state the time and place of the meeting and contain a general statement of the business proposed to be transacted at that meeting.
3.7. ADJOURNED MEETINGS AND NOTICE THEREOF
Any meeting, annual, regular or special, whether or not a quorum is present, may be adjourned at any time by the vote of a majority of the Representatives who are present in person, but in the absence of a quorum no other business may be transacted at any such meeting.
3.8 NO NOTICE OF ADJOURNED MEETING
It shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which said adjournment is taken.
All Villas shall have equal voting rights, exercised by their Representative, at any meeting. Each Villa shall be entitled to cast one (l) vote through its Representative. Directors of the Corporation shall elect the Officers. A simple majority vote is all that is required to pass any resolution or motion.
3.10. ENTRY OF NOTICE
Whenever any Villa is not represented at any meeting whether Annual, regular or special, an entry in the minutes to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of such meeting was given to such Villa, as required by law and the By-Laws of the Corporation.
The presence in person of the Representatives of a majority of the Villas at any meeting shall constitute a quorum for the transaction of business. The Representatives present at a duly called or held meeting at which a quorum is initially present, may continue to do business until adjournment, even if enough Representatives withdraw, to leave less than a quorum; provided, however, that any action to be taken by the Corporation shall require a vote equal to the majority of the original quorum to be effective.
3.12. ACTION WITHOUT MEETING
Provisions of the Corporations Code notwithstanding, no action may be taken except at a duly noticed meeting of the Board of Directors of the Corporation.
The number of directors of the corporation shall be eighteen (18). Directors shall be appointed or elected by the respective Villas and shall serve until replaced by the member Villa. There shall be five (5) officers of the corporation: a President, two Vice Presidents, a Secretary and a Treasurer, who shall be elected by the Directors at the Annual Meeting in March of each year. Once elected, such officers shall hold office until the next election or until removed from office or until they resign. These officers shall have and exercise the usual and ordinary powers permitted by law to be exercised by such persons in a non-profit corporation.
Any representative of a Villa is eligible to be an officer or Director of the Corporation. The terms “Designated Representative” and “Alternate Representative” are not qualifying terms for eligibility to be an officer or director of the Villa Marina Council. Unless otherwise restricted by decision of the board made prior to any election, more than one representative of a Villa may be elected to one of the five offices referred to in paragraph 4.1.
Vacancies occurring in the Board during the term may he filled by the Villa being represented. Any officer elected at an annual meeting by the directors may resign that office at any time and for any reason but need not resign from his or her position as a director. The directors of the VMC shall then elect a replacement to serve out the remaining term of office. Any time a director permanently leaves the board of the VMC, that director shall be replaced by another representative chosen by that Villa.
4.4 BOARD MEETINGS
The Board of Directors shall meet in accordance with the provisions of Article III above. These meetings may be called, for any purpose or purposes at any time, by the President or if absent or unable or refuses to act, by any Vice President or by any two Directors.
The presence of a majority of the eighteen representatives at any meeting, shall constitute a quorum for the transaction of business.
4.6. ORGANIZATIONAL MEETING
Officers shall be elected at the Annual Meeting and shall assume office at the next regular meeting of the Villa Marina Council. The election of officers shall be the last item on the agenda of any annual meeting. By way of example, at the annual meeting, nominations are taken for the individual offices, President, two Vice Presidents, Treasurer and Secretary, and the 18 Villa Representatives who make up the Board of the Villa Marina Council, vote to elect an individual to each of those offices. The Board, per se, has been elected by the respective Villas; this Board now elects the officers referred to herein.
A quorum of the 18 Directors may adjourn any Directors’ meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the total Directors present at any Directors’ meeting, either regular or special, may adjourn at any time until the time fixed for the next regular meeting of the Board.
4.8. COMPENSATION OF DIRECTORS
Directors shall not receive any compensation for their services as Directors.
4.9. REIMBURSEMENT OF DIRECTORS
4.9.a. The corporation is authorized to reimburse Directors for expenses incurred by them in the furtherance of corporation business. The approximate amount of such expenses shall first be approved by the Board before being incurred. The Director seeking reimbursement shall submit proof of such expenses in the form of receipts, cancelled checks or other similar writings, to the Treasurer.
4.9.b. The corporation is authorized but not required to maintain such insurance coverage as will protect and indemnify each director/representative from and against all liabilities, costs and expenses, including reasonable attorney’s fees, as may be incurred by such director in connection with or arising out of those actions or failures to act when done in the course and scope of such directorship. Such insurance coverage if provided shall be at no cost to any director.
Subject to limitations of the Articles of Incorporation, of the By-Laws and of Corporations Code of the State of California as to action to be authorized or approved by the Villas and subject to the duties of Directors as prescribed by the By-laws, all corporate powers shall he 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 limitations, it is hereby expressly declared that the Directors shall have the following powers, to wit:
4.10.a. To select and remove all the other officers, agents and employees of the Corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation or the By-Laws.
4.10.b. To conduct, manage and control the affairs and business of the Corporation, and to make such rules and regulations therefore not inconsistent with law, with the Articles of Incorporation or the By-laws, as they may deem best.
4.10.c. To change the principal office for the transaction of the business of the Corporation from one location to another within the same county as provided in ARTICLE I, hereof, and to adopt, make and use a corporate seal, and to prescribe the forms of certificates of membership, and to alter the form of such seal and of such certificates from time to time as in their judgment they may deem best, provided such seals and such certificates shall at all times comply with the provisions of law.
There shall be five (5) officers of the corporation: a President, two Vice Presidents, a Secretary and a Treasurer, who shall be elected by the Directors at the Annual Meeting in March of each year. One person may hold two or more offices, except that no person shall hold both the office of President and Secretary at the same time.
The officers of the Corporation shall be chosen annually from among the Representatives, and each shall hold office until that officer shall resign or shall be removed or otherwise disqualified to serve, or a successor shall be elected and qualified.
5.3. OTHER OFFICERS
The Board of Directors may appoint such other non-voting officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in the By-laws or as the Board of Directors may from time to time determine. Other officers shall be residents of any of the eighteen Villas but need not be a Director, a Representative, or an Alternate Representative of their Villa.
Any officer may be removed, either with or without cause, by a majority of the Directors at any regular or special meeting of the Board.
Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the By-Laws for regular appointments to such office.
The President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. He shall preside at all meetings of the Representatives. He shall be ex-officio a member of all the standing committees, if any, and shall have the general powers and duties of management and shall have such other powers and duties as may be prescribed by the Board of Directors or the By-laws.
5.8. VICE PRESIDENTS
In the absence or disability of the President, the Vice Presidents in order of their
rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall have all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions of the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors and By-Laws.
The Secretary shall, at all times keep the membership book containing the names and addresses of each Representative, Alternate Representative and Villa. Termination of any Villa’s membership shall be recorded therein with the date of such termination and the reason therefore.
The Secretary shall give, or cause to be given, notice of all the meetings of the Representatives and of the Board of Directors required by the By-Laws or by law to be given, and he shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-laws.
The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. The Treasurer shall also invoice each Villa at the beginning of the council’s fiscal year for the dues to be paid by each Villa, which shall be due on April 1 and become delinquent after April 10 of each year. The books of account shall at all reasonable times, be open to inspection of any Director.
5.11. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board of Directors; shall disburse the funds of the Corporation as may be ordered by the Board of Directors; shall render to the President and Directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the Corporation, and shall have such powers and perform such other duties as may be prescribed by the Board of Directors or the By-laws.
5.12. Whenever a new Officer takes office, the retiring officer will give to that officer’s successor, all records of the Corporation then possessed.
The Board of Directors may appoint such committees as may be necessary and desirable from time to time, either standing committees or ad hoc committees, consisting of such number of residents of its Villas and with such powers as it may designate consistent with the Articles of Incorporation, the By-Laws, the non-profit corporation laws of the State of California and the general corporation laws of the State of California, and such committees shall hold office at the pleasure of the Board.
7.1. FORM AND REQUIREMENTS
The Board of Directors shall have authority but is not required to provide Certificates of Membership or insignia, representing membership in the Corporation. Certificates of Membership shall be non-transferable and shall on their face state the name of the Villa and shall be signed by the President and the Secretary. Membership Certificates shall at all times remain the property of the Corporation and shall be returned by the Villa to whom it was issued upon the resignation, cancellation or termination of that Villa’s membership.
8.1. FORM FOR SEAL
The Board of Directors may provide a suitable seal containing the name of the Corporation and the words ”INCORPORATED 1972, CALIFORNIA” or other appropriate words, which seal shall be in charge of the Secretary to be used as directed by the Board.
These By-Laws may be signed by each Representative, once at their inception and again when amended. Whether or not signed by a Villa Representative, each Villa by virtue of its membership agrees to abide by these bylaws and to observe them both in spirit and in letter.
9.2. CHECKS AND DRAFTS
All checks, drafts or other orders for payment of money, notes, or other evidences of indebtedness issued in the name of, or payable to the Corporation shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.
9.3. ANNUAL REPORT
An annual report and financial statement based on the fiscal year shall be delivered to each Villa’s Representative not later than 60 days following the Annual Meeting or sooner as the Treasurer deems advisable.
9.4. CUSTODY OF BY-LAWS
The Corporation Secretary shall keep the original or a copy of the By-laws as amended or otherwise altered to date, certified by the Secretary. Bylaws shall be open to inspection upon request by Villa residents at a time and place to be agreed upon by the Secretary and the person requesting review.
10.1. POWER OF REPRESENTATIVES
New By-laws may be adopted or these By-Laws may be amended or repealed by the vote of Representatives entitled to exercise a majority of the voting power of the Corporation or by the vote of a majority of a quorum at a meeting of Representatives at a meeting duly called for that purpose, pursuant to the Articles or By-Laws
LIMITATION OF POWERS
No one acting, or purporting to act in the name of the Villa Marina Council, Inc. shall have any power to take any action by or in the name of or on behalf of any member Villa.
VILLA MARINA COUNCIL
BYLAWS AMENDMENT – FEBRUARY 20, 2014
Bylaws Amendment: Stan Bacon proposed a bylaws update to correct the amount of the dues and our fiscal year. The proposal was:
Pursuant to Article 10.1 of the Bylaws, I move that the Bylaws be amended to reflect changes in our annual dues and fiscal year.
Resolved: Change Article 2.5 to read as follows:
“Each Villa shall pay dues of $6.00 for each unit in said Villa, payable annually in March of each year.”
Further Resolved: Change Article 2.11 to read as follows:
“The Corporation’s fiscal year shall run from March 1 through the last day of February of the following year.”
Dixie Cleary (Sestri) seconded the motion. Approved by voice vote.
The foregoing By-I.aws are hereby adopted as the By-Laws of the Villa Marina Council, Inc.,
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify that:
- I am the duly elected, qualified and acting Secretary of the Villa Marina Council, Inc., a California corporation; and,
- The foregoing By-Laws, comprising _________ pages, constitute the complete, amended By-Laws of said Corporation as duly adopted at a meeting of the members of said Corporation duly held on the ________________.
IN WITNESS THEREOF, I have hereunto subscribed my name this _____ day of __________ , 20____.
CERTIFICATE OF MEMBERS
We, the undersigned Representatives, each do hereby certify that:
- I have read and approve the foregoing By-Laws of the Villa Marina Council, Inc.; and
- In so doing, I am acting with the knowledge and at the direction of, my Villa, for which I am their Designated Representative.
VILLA LE TRAYAS
VILLA SAN CIPRIANO
VILLA SAN MICHELE
VILLA SAN REMO
VILLA ST. TROPEZ