Skip to Content

CONSTITUTION AND BYLAWS OF BAY-O-VISTA IMPROVEMENT ASSOCIATION

CONSTITUTION AND BYLAWS OF BAY-O-VISTA IMPROVEMENT ASSOCIATION

As originally adopted on 6 October 1958, and amended 14 March 1960, 26 March 1975, 18 Nov 1992, 28 April 2004 and 31 August 2011.

PREAMBLE:

Conscious of the growing need for closer cooperation among the residents living in Bay-O-Vista, in the City of San Leandro, County of Alameda, State of California, in the area consisting of Tracts 532, 848, 1026, 1128, 1361, 1445, 1733, 1734, 1822, 1885, 1937, 2417, 2692, 2712, 3132, 3224, 3497, 4033 and any additional tract or tracts immediately adjacent to said tracts and developed by the developers of said tracts hereafter, an association of public spirited individuals from said area was established, and hereby dedicated themselves to understanding of the common needs of the community, to cooperate effectively in a neighborly spirit and be of service to the community, state and nation.

ARTICLE ONE: NAME OF THE ORGANIZATION

This organization shall be known as the BAY-O-VISTA IMPROVEMENT ASSOCIATION (BOVIA/Association/The Association).

ARTICLE TWO: GOALS AND OBJECTIVES OF THE ASSOCIATION

Section 1. The goals and objectives of The Association shall be:

  1. To promote and safeguard the common interests of members of The Association;              
  2. To promote and maintain a progressive spirit of cooperation among members of The Association;
  3. To promote, encourage and assist the development of improvements for the benefit of the members of The Association and Bay-O-Vista;
  4. To promote and maintain the general residential character Bay-O-Vista;
  5. To aid and assist in resolving issues confronting any member of The Association;
  6. To oppose any action or proposed action that would result in detriment to the common good of members of The Association or residents of Bay-O-Vista;
  7. To encourage residents and owners to maintain and improve property values in Bay-O-Vista, and
  8. To uphold the law of the land and the Constitution of the United States of America.

Section 2. The Association shall be non-profit, non-discriminatory, non-sectarian and non-partisan. The Association is not intendedto benefit any member hereof or any member who hereinafter becomes a part of, a member, or affiliated or in any way connected with this corporation, financially or by way of contracts or by way of anything other than service to the community and the members of The Association.

ARTICLE THREE: DURATION OF THE ASSOCIATION

The Association shall be perpetual.

ARTICLE FOUR: JURISDICTION OF THE ASSOCIATION

The area of The Association shall consist of all real property situated in the City of San Leandro, County of Alameda, State of California, described as Tracts 532, 848, 1026, 1128, 1361, 1445, 1733, 1734, 1822, 1885, 1937, 2417, 2692, 2712, 3497, and any additional tract or tracts immediately adjacent to said tracts and developed by the developers of said tracts hereafter.

ARTICLE FIVE: MEMBERSHIP IN THE ASSOCIATION

Membership shall consist of any dues-paying adult homeowner or resident residing within the jurisdiction of The Associationwho agrees to abide by the Constitution and Bylaws of The Association.

ARTICLE SIX: BOARD OF DIRECTORS

Section 1.

  1. The authority of The Association shall be vested in the Board of Directors (BOD/Board/The Board) comprised of no less than five (5)  and not more than twelve (12) BOVIA members elected by the general membership for a term of one year without compensation.  The term of office shall begin at the first BOD meeting immediately following the election, and
  2. The Board of Directors shall have the general management and direction of the affairs of The Association and exercise that authority under the constitution and bylaws of The Association.

Section 2.  To help candidates for Board positions determine BOD expectations and responsibilities, the following are considered minimum expectations and commitment:

  1. Attending and participating in all Board meetings.  Missing three (3) regularly scheduled meetings without prospective notification will be considered resignation from the BOD;
  2. Attending and participating in BOVIA General Meetings;
  3. Recruiting BOVIA residents to join The Association and participate in its activities;
  4. Understanding The Association’s Constitution and Bylaws, especially regarding Board responsibilities;
  5. Sharing a valid e-mail address to be used for BOD correspondence, and
  6. Willingness to participate on committee work for the Board.

Section 3.   It shall be the duty of the Board of Directors to elect from their members President, Vice President, Secretary, and Treasurer; the President shall appoint other positions with consensus by the Board, e.g.Newsletter Editor, Hospitality Director, and Community Relations Director. The Immediate Past President shall serve as Parliamentarian. In the event that the Immediate Past President declines, the President shall appoint the position. Voting shall be by voice vote and the candidate must receive a majority of the votes to be elected.

ARTICLE SEVEN: DUTIES OF OFFICERS

Section 1. The President shall:

  1. Shall serve as Chairman of the Board of Directors;
  2. Preside at all meetings;
  3. Appoint all committees;
  4. Direct an annual audit of the finances, and
  5. Perform such other duties as needed to carry on the work of the association. 

Section 2.  The Vice President shall:

  1. Act in the absence of the President;
  2. Retain all Association memorabilia, trophies and awards, and
  3. Organize special initiatives directed by the board.

Section 3. The Secretary shall:

  1. Record and publish the minutes of all Board and general membership meetings;
  2. Archive and file all BOVIA files, records and correspondence;
  3. Issue notices of meetings and agenda thereof as directed, and
  4. Coordinate other duties related to correspondence

Section 4. Treasurer shall:

  1. Have charge of all funds of the association;
  2. Payout money as directed by the association;
  3. Retain a record of all receipts and disbursements;
  4. Render a monthly and annual report;
  5. Furnish a financial report when requested to do so by the President or a vote of the members, and
  6. Maintain The Association's membership roster and mailing list.

All checks valued less than $1000 shall bear the signature of the Treasurer; checks of greater value, unless authorized by the Board and noted in meeting minutes, shall bear the additional signature of the President, Vice President or Secretary.  In order to maintain appropriate accountability, a copy of all account statements shall be included in all minutes.  When the sum of account balances of The Association amount to $1,000 or more, the Treasurer shall be required to furnish a surety bond of $1,000; The Association shall pay the premium.

Section 5.  The Newsletter Editor, if appointed, shall:

  1. Organize publishing the Newsletter, to include article management, scheduling, layout and printing, and
  2. Organize and coordinate the BOD to address and mail the newsletter.

Section 6.  The Hospitality Director, if appointed, shall:

  1. Ensure that every new resident of Bay-O-Vista is visited and invited to join The Association;
  2. Recommend and purchase, with approval, hospitality gift certificates for new residents.

Section 7.  The Neighborhood Relations Director, if appointed, shall: 

  1. Manage all issues presented to the Board by Association members that require adjudication or action by the Board, and
  2. Serve as an advisor to BOVIA members for issues that should be addressed by other agencies, e.g. City of San Leandro, CalTrans.

Section 8.  The Parliamentarian shall assist the President in conducting meetings in an orderly manner according to the best parliamentary practice. The Parliamentarianshall be guided by the Constitution and Bylaws of The Association and by ROBERTS' RULES OF ORDER.

ARTICLE EIGHT: NOMINATIONS AND ELECTIONS

Section 1. The President shall appoint a Nominating Committee of three (3); two (2) members of the Board, one of whom will serve as Chair, and one (1) member of The Association, not a member of the Board.  The chair shall ensure that a solicitation is made in the newsletter.

Section 2. It shall be the duty of the nominating committee to meet prior to the fall general membership meeting, and after due consideration select BOVIA members who have consented, if elected, to serve onthe Board of Directors. The Nominating Committeereport shall be presented to the membership at the fall general membership meeting at which time additional nominations will be solicited from the floor.

Section 3. An election will be held at the fall general membership meeting and the nominees receiving the greatest number of votes shall be elected. Voting shall be by voice vote.

ARTICLE NINE: DUES

Section 1. Authority to levy and alter dues is hereby vested in the Board of Directors, subject to the approval of the membership.

Section 2. A member who is not paid for the current year will not be entitled to any benefits of membership.

ARTICLE TEN: MEETINGS

Section 1. Regular meetings of the general membership of The Association shall be held twice annually, in the spring and fall of the year, at such time and place as arranged by the Board of Directors.

Section 2. Regular meetings of the Board of Directors shall be held at such time and place as arranged by them.

Section 3.  A quorum of 50% +1 members of the Board of Directors shall be necessary to constitute a quorum for the Board of Directors to transact business. The acts of the quorum shall be the acts of the Board of Directors.

Section 4.  The President, or three members of the Board of Directors, or ten members of BOVIA shall call special meetings of any nature for any purpose. Notice of special meetings called by the President or Board members must be given to members of the Board at least seven (7) days in advance; the special meeting must be held within fourteen (14) days of the call.  This notice shall state the date, time, place and subject of the special meeting. No other business may be transacted at the special meeting except that as announced.

Section 5.  Special meetings called by Association members shall be announced thirty (30) days in advance. This notice shall state the date, time, place and subject of the special meeting. No other business may be transacted at the special meeting except that as announced.

Section 6. Each member of the BOD present shall have one vote on each question brought to the floor.

Section 7.  Missing three (3) regularly scheduled meetings without prospective notification will be considered resignation from the BOD. (Also noted in article 6.)

ARTICLE ELEVEN: ORDER OF BUSINESS

The order of business shall be as follows unless it is suspended by consent of the majority of the directors present:

A. Call to order by the president.

B. Roll call of officers.

C. Reviewand approval of the minutes of the previous meetings including the Board of Directors' Meetings

D. Treasurer's report and payment of bills.

E. Committee reports.

F. Unfinished business.

G. New business.

H. Good and welfare of The Association.

I. Adjournment.

ARTICLE TWELVE: PARLIAMENTARY PROCEDURE

The revised edition of ROBERTS' RULES OR ORDER shall guide all meetings of The Association, when these rules do not conflict with The Association's Constitution and Bylaws.

ARTICLE THIRTEEN: AMENDMENTS AND ADDITIONS

Amendments and additions to this constitution and bylaws shall be made as follows: Resolutions setting forth the part or parts to be deleted, altered or added may be presented at any regular Board meeting. The resolution shall be referred to a committee appointed by the President, and it shall be presented for action at the next regular Board meeting with the recommendations of the committee. Upon two-thirds affirmative vote of the directors present, it shall be a law; upon ratification, the amendment becomes effective immediately.

ARTICLE FOURTEEN: DISSOLUTION

On the dissolution of The Association, its assets remaining after payment of, or provision for payment of, all debts and liabilities of this organization, shall be distributed to a San Leandro based nonprofit fund, foundation, or corporation, which is organized and operated exclusively for providing services beneficial to the public interest and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code.