Article I: Name.

The name of this organization should be the Glenview Neighborhood Association (GNA).

Article II: Purpose and Role

Section 1. The GNA exists to maintain and enhance the quality of life for residents and businesses in the Glenview neighborhood and the City of Oakland as a whole. The GNA's purposes include promoting community involvement in neighborhood planning and zoning, traffic control, safety, beautification; serving as a liaison between the community and the City of Oakland, including the Oakland Planning Commission and City Council, and addressing other issues as determined by the membership.

Section 2. The GNA is intended to respect the varied opinions of all Glenview residents, organizations, and businesses. As such, the GNA shall not endorse political candidates.

Section 3. The GNA shall not adopt formal positions on contentious or debatable issues. The GNA may, however, provide forums to determine a sense of the community and develop consensus. The GNA will facilitate these forums as needed.

Article III: Members

Section 1. Membership may be obtained by anyone at least 18 years of age residing, owning occupied real property, churches, owning a business, working or regularly involved in the area roughly bounded by Hollywood Avenue (North), Mac Arthur Blvd. (South), Greenwood and El Centro (West) and Dimond Park (East.)

Section 2. Membership is obtained by providing the Treasurer with the member's name, address, telephone number, and at the member's option, an e-mail address. (Note: a household may have more than one voting member, but each person must be registered on the membership list.)

Section 3. No one shall be denied membership on the basis of race, national origin, religion, sex, age, sexual preference or disability.

Section 4. There shall be annual dues in an amount determined by a majority vote of GNA members present at a noticed Annual Meeting. Dues are not mandatory, however membership shall be granted to any eligible person who submits dues.

Section 5. There shall be one vote per member. However a proxy may be designated in writing when the Board deems such a voting method necessary.

Section 6. Membership is terminated upon resignation of the member, or expulsion by the membership, provided that the expulsion is done in good faith and in a fair and reasonable manner. The procedure for expulsion or suspension must include at least fifteen days written notice to the member, setting forth the reasons for expulsion and the date of a hearing. Expulsion requires a 2/3 majority-vote of the Board of Directors, and can be appealed to the membership at a publicly noticed meeting. Overturning an expulsion requires a majority vote of the GNA members attending the publicly noticed meeting.

Section 7. Membership is non-transferable.

Section 8. Members are eligible for all official GNA communications including e-mail, newsletters and other material that may be distributed.

Section 9. A mailing list will be maintained by the GNA for official correspondence. The GNA mailing list will be used only for GNA business, and will not be sold or traded. To remain on the mailing list, members must either renew their membership or request receiving continued communication every three years.

Article IV. Membership Meeting

Section 1. Membership meetings are open to all Glenview residents and those conducting Business or other activity therein. The annual membership meeting is held during the month of October, or soon thereafter as determined by the Board of Directors. Public notice of Membership meetings will be posted at least 14 days prior to the meeting.

Section 2. Membership meetings may include, but are not limited to, votes to establish committees, adopt or modify the bylaws, and elect the Board of Directors.

Section 3. A quorum at an annual membership meeting or other meeting of the general membership is defined as those present at the meeting.

Section 4. Other meetings may be convened from time to time throughout the year provided that public notice is given in advance of the meeting.

Section 5. Public notice shall consist of a combination of at least two of the following:

Notice by e-mail

Postings on public bulletin boards

Postings in local newspapers

GNA Mailings

Article V. Board of Directors

Section 1. A nine-member Board of Directors will be elected by the membership at the annual membership meeting.

Section 2. All Board members must be members of GNA.

Section 3. The Board must at all times consist of a majority of Glenview residents.

Section 4. To allow for continuity of service, the Board of Directors shall have staggered 3-year terms. In a method acceptable to those elected, the initial Board will identify 3 Board members with 3-year terms, 2 Board members with 2-year terms and 2 Board members with 1-year terms. All subsequent Board members will have 3-year terms.

Section 5. The officers shall be members of the Board of Directors and elected by the Board of Directors. Officers will consist of Chairperson/President, Vice Chair, Treasurer, and Secretary.

Section 6. Officers shall be elected for 3-year terms of office, or until their successors are elected.

Section 7. GNA officers shall be limited to 2 consecutive full terms. No officer shall serve more than eight years in their position.

Section 8. The Board of Directors shall have a minimum of 4 meetings per year.

Section 9. A quorum at a regularly scheduled or specially noticed with a minimum of five days notice Board of Director Meeting is defined as those present at the meeting.

Section 10. Board members may not endorse political candidates as representatives of the GNA.

Section 11. Removal of a Board member is achieved by a two-thirds vote of the Board of Directors, provided that the removal is done in good faith and in a fair and reasonable manner. The procedure for removal must include at least fifteen days written notice to the Board member, setting forth the reasons for removal, and include the date of the Board meeting where a hearing will take place. Board member removal can be appealed to the membership at a publicly noticed meeting. Overturning an expulsion requires a majority vote of the GNA members attending the publicly noticed meeting.

Section 12. If for any reason a Board member cannot serve their entire three-year term, a new Board member may be appointed by the Board of Directors to serve the remainder of the term. The new board member must be approved by 50%+1 of the active Board members.

Article VI: Board of Directors Elections

Section 1. A nominating committee shall oversee the board member nominations before each annual meeting. The nominating committee shall consist of at least two members. Participation on the nominating committee does not preclude members from being nominated to the board.

Section 2. Board member nominations shall be requested through public notice. The public notice shall include a description of the job duties, necessary qualifications, and other qualities desirable in board members. General membership, current board members, and nominating committee members may all submit nominations. Nominations must be accepted by the nominating committee for a minimum of 14 days following the initial public notice.

Section 3. The nominating committee will compile a ballot of nominees. The nominating committee will ensure that all nominees on the ballot meet the minimum qualifications for board membership set forth in these bylaws. The nominating committee will ensure that there are at least as many nominations as available positions on the board of directors. The nominating committee will be responsible for the following:

(a) Contacting each prospective nominee,

(b) Providing job descriptions and duties to each prospective candidate,

(c) Ensuring that each prospective candidate is willing to serve and can fulfill the duties of the job,

(d) Collecting biographical information from each prospective candidate,

(e) Informing prospective nominees who will not be included on the ballot.

Section 4. The final ballot will be publicly noticed. The ballot will include a statement allowing additional nominations from the floor. The ballot will include a space for write-in candidates.

Section 5. Board members will be elected at the annual membership meeting. Additional nominations shall be accepted from the floor prior to voting. Each GNA member may vote for any number of candidates - up to the number of open seats on the board of directors. A GNA member must sign each ballot. Each GNA member may submit only one ballot.

Section 6. Residing board members that are not currently on the ballot will count ballots. The nominees receiving the most valid votes will be elected to the board of directors. Ballots must be counted, and results publicly noticed within seven (7) days of the annual membership meeting. Newly elected board members will assume their duties immediately after the results are publicly

noticed.

Section 7. If a write-in or floor nominee is elected, the nominating committee is responsible for confirming the nominee's minimum qualifications as set forth in these bylaws. The nominating committee will furthermore ensure that the nominee is aware of the job description and duties, and is willing to serve as a board member.

Article VII: Committees

Section 1. There shall be any number of standing committees, ad hoc committees, or Task Forces.

Section 2. Committees are established by the consensus of the membership, by the Board of Directors, or as appointed by the Chair/President.

Section 3. Committee membership is open to all interested members. Committees can include individuals that are not members of GNA at the discretion of the Committee. The majority of the members of all committees shall be members of GNA.

Section 4. Committee chairs are elected by the Committee Members.

Section 5. Committee chairs are responsible for reporting committee proceedings to the Board of Directors or general membership in a timely fashion.

Article VIII: Committee Meetings

Section 1. Committee meetings shall be called by each committee or by the Board of Directors with no less than five days notice.

Article IX: Adoption and Amendment

Section 1. These By-Laws and all amendments shall be adopted or amended by a majority vote at any publicly noticed GNA meeting.

As amended 2/16/2012