PROPOSED BY-LAWS OF THE UPPER EAST ASSOCIATION
Revised 9/26/05

ARTICLE I - NAME
 Sec.  1.  The name of this association shall be the Upper East Association. (hereinafter referenced as the “Association”)

ARTICLE II -  PURPOSES AND GOALS

Sec.  1.  The purposes and goals of Association are as follows:

(a).  To provide a unified means of cooperation among the property owners/members of the Upper East for the preservation, protection and safety of the people who live in the area including conservation of the environment and focus on quality of life in our area and the defense of Santa Barbara’s zoning laws that have helped to create and preserve the beautiful neighborhoods and environment we now enjoy, and

	1. Safety and protection encompasses planning (by the Association members and by the City of Santa Barbara) for disaster cooperation and relief as well as accumulation and retention of reasonable reserves by the City of Santa Barbara for foreseeable contingencies, and

(b)  To implement the means (including by e-mail and Association web site) whereby neighbors/members can be kept informed as to matters affecting the welfare of the City of Santa Barbara and its neighborhoods so that they can speak with a unified voice on matters including planning, zoning, fiscal responsibility and enforcement of existing laws that support neighborhoods including input on any proposed legislation deemed to be vital under (a) above.

ARTICLE III  - AREA

Sec.  1  The area covered by this Association shall be that portion of the city of Santa Barbara described as follows:  The area enclosed on the south by the north side of Valerio from State St., east to Olive St. (Include Valerio St. past Valerio Pl).,, north on Olive St. to Islay, east to Prospect Pl.,North to Plaza Rubio, south to Laguna, north to Los Olivos, west to Garden, north to Constance ,continue on Constance to State St (include Constance Ln)., and the east side of State St. to Valerio. 

ARTICLE IV -  MEMBERSHIP

Sec..  1.  Owners of property located within the area covered by this Association shall be eligible to membership in the Association.

Sec.  2.  (a) Where there is more than one owner of a property within the area, all owners shall constitute one membership, shall pay dues for one membership, and shall have one vote in the aggregate.

	  (b) Where an owner or a group of owners own more that one property located within the area, they shall constitute one membership, shall pay dues for one membership and have one vote.

	  (c) The equitable owner of any property shall be the one entitled to membership.
ARTICLE V – DUES

Sec.  1.  Unless otherwise determined by a majority vote of those members voting, with proper notification, annual dues of $5.00 shall be voluntary.

ARTICLE VI - VOTING

Sec.  1.  All members shall be eligible to vote at any meeting of the Association.  The Secretary shall maintain and have present at each meeting of the Association a list of property owners eligible for membership..

ARTICLE VII - DIRECTORS,EXECUTIVE COMMITTEE AND OFFICERS

Sec.  1.  The Board of Directors shall consist of 7 members holding two-year terms.  The completion of the terms will be staggered, with 3 vacancies to be filled in even numbered years, and 4 vacancies to be filled in odd numbered years.

Sec.  2.  The Board of Directors shall elect from among the directors a President, Vice-President, Secretary, and Treasurer, who shall hold office for one year, and until their successors are elected.

Sec.  3.  The Board of Directors shall fill, for the unexpired term, any vacancy on the Board of Direcstors or of its officers.

Sec.  4.  The Board of Directors shall also be the Association Executive Committee and shall be empowed to make decisions when the Board of Directors is not in session based on a majority vote of at least 4 members of the 7 person Executive Committee.

Sec.  5  A Board of Directors Member, after written non-participation notice, may be removed for any of the following reasons:

(a).The Member is unable to carry out his/her duties and responsibilities due to time limitations, illness and/or other personal obligations,

(b). The Member does not attend and participate at the Association meeting next held after a non-participation notice, or fails to attend or participate in 3 consecutive Board of Directors or Executive Committee meetings,

(c).The Member prevents the Association from carrying out its duties and responsibilities,

(d). An affirmative vote of two-thirds of the Board of Directors voting shall be required to remove a Member for any of the causes listed above.

ARTICLE VIII - DUTIES OF OFFICERS AND BOARD OF DIRECTORS

Sec.  1.  The Board of Directors shall exercise the management of the affairs of the Association subject to the direction of the members as expressed by appropriate action at meetings of the Association.  The Board shall appoint such committees as it deems desirable for the proper functioning of the Board of Directors and the Association.  Such committees shall consist of one or more directors or members or both.  The Board of Directors may make executive decisions on routine matters subject to review by the members at regular or special meetings of the Association, but on major issues or controversial issues, the power of the Board of Directors shall be limited to recommendation only.  However, unless otherwise directed by action of the Association, the Board of Directors shall have full authority to act without prior approval from the members to act in behalf of the Association on zoning matters affecting the quality of the area in order to preserve the unique residential character of the Upper East.

Sec.  2.  The Board of Directors shall receive reports from its officers and committees and approve all disbursements of Association funds.  Minutes of each Board of Directors meeting shall be read at the next regular or special meeting of the Association.

Sec.  3  The President shall preside at all meetings of the Board of Directors (in accordance with Roberts Rules of Order as interpreted by the presiding officer and when not in conflict with the Association’s By-Laws), the Executive committee and of the Association and discharge such other duties as are ordinarily performed by a president including but not limited to:
1.	Appoint the Chairs and members of all committees who will report to the Board of directors on the result of assignments with which they are charged,
2.	Consult regularly with the Executive Committee,
3.	Be the official spokesperson for theAssociation, and
4.	Approve checks for withdrawal of Association funds.

Sec.  4.  The Vice-President shall:
Perform the duties of the President in the absence or incapacity of the President, and
2.	Shall take minutes of the Board of Directors meetings and Executive Committee meetings if the Secretary is not present.

Sec.  5…The Secretary shall:
1.	Keep the minutes of the business transacted at all meetings and shall publish it on the web site  within 7 days after any such meeting, 
2.	Serve as custodian of all records and conduct the correspondence of the Association, the Board of Directors, and Executive Committee,

Sec.  6.  The Treasurer shall:
1.	Collect and deposit, in the Association bank account, all funds paid to or due the Association, 2.	Withdraw funds if approved by the Association’s Board of Directors or Executive Committee,
3.	Sign all checks for the withdrawal of approved expenditures if countersigned or approved in writing (e-mail is adequate) by the President,
4.	Report about the current state of Association finances at each meeting of the Board of Directors, and
5.	Prepare and submit for approval by the Association Board of Directors a financial statement for each Calendar year ending December 31 and a budget for the following calendar year.  The approval of this budget by the Association Board of Directors will constitute approval of the designated expenditures.  
(a)	Such report shall include a list of those who voluntarily paid dues during the year covered by the report, and
(b)	A statement of sources and applications of funds including beginning and ending bank balances.

ARTICLE IX - ASSOCIATION MEETINGS

Sec.  1.  The Association will meet at least annually, and members will be notified two weeks in advance of the forthcoming meeting.

Sec.  2.  Any actions the Board may take in behalf of the Association will be reported at the next general meeting of the Association.

Sec.  3.  Special meetings of the Association may be called by the Board of Directors or by 15 members who voluntarily paid dues for the current year, to the Association by the filing with the Secretary of a written request for such a meeting, setting forth the purpose of the meeting.  Notification shall be mailed by the Secretary to the members not less than 2 weeks prior to the date of the meeting.

ARTICLE X - BOARD OF DIRECTORS MEETINGS

Sec.  1.  The Board of Directors shall meet upon call of the President or within one week after the filing with the Secretary of a written request for such a meeting signed by three or more directors.

ARTICLE XI - QUORUM

Sec.  1.  Twenty members in good standing shall constitute a quorum for the transaction of business at any meeting of the Association.

Sec.  2.  Four directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors or the Executive Committee.

ARTICLE XII - MEMBERS NON-ASSESSABLE

Sec.1.  Neither the Board of Directors nor the members shall have the power to obligate the Association on a credit basis and expenditures shall be limited to funds in the Association treasury.  No assessments shall be levied against the members in addition to the annual dues.  The Association treasury may accept voluntary donations for Association purposes.

ARTICLE XIII - AMENDMENT

Sec.  1.  The By-Laws of this Association may be altered, amended, or repealed at any regular or special meeting of the Association by an vote of two-thirds of the members present and voting, provided that notice of intention to offer amendments be included in the notice of the meeting, and the requisite quorum as specified in Article XI above is present.