Wrigley Association

By-Laws Revied 10/08

Nov 05, 2008

BY-LAWS
OF
THE WRIGLEY ASSOCIATION
Amended March 2, 1997
Amended April, 1999
Amended October 6, 2003
Amended December 6, 2004
Amended August 21, 2006
Amended September 18, 2006
Amended October 6, 2008

ARTICLE I ?– NAME

SECTION 1. The name of this association is the Wrigley Association, hereafter known as the Association, a nonprofit organization.
ARTICLE II ?– PURPOSE

SECTION 1. The objectives of this Association shall be:

A. To promote the common interest, instill pride, establish and encourage the highest standards in and from all merchants, property owners, residents, businesses and professionals doing business in the Wrigley area of Long Beach, California, members and non-members alike; and to improve the quality of life in the Wrigley area.

B. To foster an active understanding of citizenship and civic responsibility. To oppose and discourage discrimination against any person or group due to race, color, religious creed, national origin, sex, sexual orientation, ancestry, physical handicap, medical condition or marital status and to create a sense of belonging.
C. To promote higher business standards and encourage uniformity and cooperation among the merchants, property owners and residents doing business in the Wrigley area of Long Beach, California, members and non-members alike.
D. To eliminate crime, perpetrate community pride, and develop wholesome, enjoyable, cultural, social, and physical activities for the entire citizenry of the Wrigley District.
E. To do and perform any and every act permitted by law to accomplish the foregoing objectives consistent with and necessarily related to the accomplishment of the same and the status of this Association as a nonprofit organization for public benefit.
F. Be the Stewards of the Wrigley Landscape Project organized by the Wrigley Association with Friends of the LA River in 1995, for the purpose of designing, erecting, planting and maintaining drought resistant foliage to benefit the aesthetic quality of the neighborhood directly adjacent to the LA River. The Wrigley Landscape Project includes an area from PCH along the LA River Bike Trail, which was taken upon by members of the Wrigley Association in 1995 and continues until the Wrigley Association?’s dissolution or a vote of two-thirds of the Board of Directors.
ARTICLE III ?– MEMBERS

SECTION 1. CLASSES

A. There shall be no class distinction among members by either residency, business or property ownership, other than those set forth in Article III, Section 2 and Section 5.

SECTION 2. QUALIFICATIONS

A. Members shall be:

1. Resident members must reside within the limits of the Wrigley District, that of Pacific Coast Highway on the south, the San Diego Freeway on the north, Long Beach Boulevard on the east, and the Los Angeles River on the west.
2. Business and professional members must have a business or profession within the existing boundaries of the Wrigley district.
3. Associate members are non-Wrigley residents who may to attend all meetings and to enjoy and participate in all rights, privileges and activities of this Association, except the right to vote. Associate members may have the right to vote after two (2) years of continuous membership.
4. Group members are homeowner/residents associations (e.g., condominiums or apartments within Wrigley district) boards of directors. Group memberships are open only to organizations within the Wrigley area. Each group has one vote.
SECTION 3. ACCEPTANCE FOR MEMBERSHIP

A. Resident, Group, Business and Professional members

1. Each applicant for membership in this Association shall complete an application provided by the Association on which a pledge shall be set forth that the member pledges himself or herself to faithfully abide by the Articles set forth in the by-laws now in force and which may be hereafter adopted by the Association as well as all amendments thereto, and to abide by the rulings of the Board of Directors.

2. Matters brought before the membership for a vote shall be voted upon by a majority of members present and this shall be binding.
SECTION 4. POWERS

A. Powers of membership shall be as follows:
1. To attend all meetings and to enjoy and participate in all rights, privileges and activities appurtenant to this Association. To elect the board of directors of this Association and to vote on other matters coming before the Association.
2. Matters brought before the membership for a vote shall be voted upon by a majority of members present and this shall be binding.
ARTICLE III ?– MEMBERS (continued)

SECTION 5. DUES

A. The dues shall be as follows:

1. There will be a $15.00 annual fee per household due no later than June 1. Membership will expire the following May 30. For those applying for membership after March 1st the fee will be $7.50 for the remainder of the year.
a. Businesses may apply for membership in any of the following tiers. In-kind donations will be accepted to fulfill all or part of the requirements for the different tiers.
1. Wrigley Business Member $25.
1. Can put out coupons at Wrigley association meetings and will be listed in newsletter and on the website.
2. Wrigley Partner $50
1. Above benefits plus business card sized recognition in newsletter for the entire year.
3. Wrigley Sustainer $100
1. Above benefits plus quarter page recognition in the newsletter for the entire year.
4. Wrigley Leader $200 plus sponsoring the food for one meeting
1. Non-food places can purchase or pay for food and be recognized in the meeting for doing so
2. Above benefits plus business can submit and an article for the newsletter the month that they sponsor the food.
5. Wrigley Founder $1000
1. Above benefits plus full page recognition in the newsletter for the entire year.

2. Dues may be changed by a majority vote of the membership.

SECTION 6. DELINQUENCY

A. A member whose dues are delinquent for ninety thirty days shall forfeit his or her membership and shall not be eligible to vote until the next meeting after his or her dues are paid in full.

SECTION 7. SUSPENSION

A. Any member may be suspended or expelled for cause by a vote of the membership. Prior to action by the Association, the member shall be given, not less than five nor more than twenty-nine days notice in writing of the charges preferred against him or her. The member shall have the opportunity of being heard by the Board of Directors or the membership.
B. Should a member be suspended or expelled, he or she shall forfeit to the Association his or her dues for the balance of the year.
ARTICLE IV ?– BOARD Of DIRECTORS
SECTION 1. NUMBER OF DIRECTORS
A. The Board of Directors for this Association shall be composed of eleven members, including the immediate past president, who shall automatically, upon retirement as the President, The immediate Past President shall serve as a director without need for re-election by the membership for an additional year beginning June 1. Associate members may run for the Board after two (2) consecutive years of being a member in good standing. There shall only be one associate member permitted to be on the board at any time.

SECTION 2. QUALIFICATION
A. Director of this Association shall be an individual member in good standing.
SECTION 3. DUTIES
A. The conduct of affairs of this Association and the enforcement, interpretation, and construction of its by-laws, shall be vested in the Board of Directors.
B. Board members shall be called upon as deemed necessary by circumstance, general membership or an Officer of the Association to perform such lawful duties and activities as become necessary for the benefit of the citizens of Long Beach and this Association.
C. Failure to assume said duties, having accepted same, shall result in a request for resignation by the Board Officers.
D. The governing laws relevant to the conduct of The Wrigley Association shall be the laws of the United States, Laws of the State of California, The California Corporate Code for NONPROFIT PUBLIC BENEFIT CORPORATIONS, the By-Laws and the policies and resolutions that are passed from time to time by the members and the directors. If there is any inconsistency between these controlling bodies of law, then any inconsistency is to be resolved in favor of the senior body of law and the junior bodies of law are deemed automatically amended. Directors shall make every effort to generally amend the junior bodies of law whenever necessary so that inconsistencies will be corrected. The priorities of the governing bodies of law are as follows: (a) The laws of the United States; (b) the laws of the State of California; (c) Articles of Incorporation; (d) By-Laws; and (e) policies approved by the Directors.
SECTION 4. VACANCIES
A. Vacancies in the Board of Directors shall be filled for the unexpired term by appointment by the President, who shall appoint the nominee who received the next highest vote after those Directors elected at the last general election. If no non-elected nominees remain, and less than ninety days remain until the annual meeting, the Board of Directors shall function without filling the vacancy. If more than ninety days remain, the provisions of Article VI shall be followed.
SECTION 5. VOTING
A. Official action by the Board of Directors shall be considered as binding by the Association.
SECTION. 6. TERM OF OFFICE
A. The term of office of the Directors shall be as follows:
1. Directors elected at the annual meetings shall serve for a period of two years beginning July 1.
2. A Director appointed to fill a vacancy shall serve for the remainder of the unexpired term of the retiring Director.
3. The immediate Past President shall serve as a director without need for re-election by the membership for an additional year beginning June 1.
4. Any Director missing two consecutive Board meetings and is found by the Board to not have just cause, will result in a request for the resignation of the offending Director.
ARTICLE V ?– OFFICERS

SECTION 1. The officers of the Association shall be as follows:

A. President
B. Vice President
C. Treasurer
D. Secretary
E. Sergeant-at-Arms
F. Parliamentarian

SECTION 2. QUALIFICATIONS

A. An officer of this Association shall be a member of the Board of Directors.

SECTION 3. DUTIES AND POWERS

A. The duties and powers of the officers of this Association shall be as follows:
1. The President shall be the Chief Administrative Officer and shall preside at all meetings of the Association and the Board of Directors with the right to attend all committees. In his or her absence said duties shall pass on in rank of order as appears in Article V, Section 1.
2. The Vice President shall assist the President in the executive work of this organization and shall preside in his or her absence.
3. The Treasurer shall receive and administer all funds as prescribed by law and as set forth in Article X except for funds received for Daisy Avenue Christmas Tree Lane (referred to as Daisy) which will be a separate account and reported to the Board monthly by the Chairman of Daisy.

The Treasurer shall submit an accounting to the Board of Directors monthly on all funds except Daisy. All checks for withdrawal of funds under $500.00 shall be approved and signed by the Treasurer, except for funds disbursed from Daisy, which may be approved and signed by the Chairman of Daisy. All checks for withdrawal over $500.00 shall be signed by two of the following officers: President, Vice President and/or Treasurer except for Daisy which shall require the signature of the two of the following: Chairman of Daisy, President, Vice President, and/or Treasurer.
4. The Secretary shall keep a correct record of the proceedings of the Association and of the Board of Directors and perform such other duties as are prescribed by the Board of Directors.
5. The Sergeant-at-Arms shall keep order at all meetings of the Association.
6. The Parliamentarian shall administer Roberts Rules of Order at all appropriate times during meetings of the Association or the Board of Directors.
SECTION 4. NOMINATIONS AND ELECTIONS
A. Directors present at the first Board of Directors meeting after June 1 shall nominate and elect officers. The procedure shall be left to the discretion of the Board of Directors: ?¬
ARTICLE V ?– OFFICERS (continued)
SECTION 5. VACANCIES

A. Officer vacancies shall be filled from the Board of Directors for the unexpired term by election of the Board.
SECTION 6. TERM OF OFFICE

A. Officers shall hold office for no more than one year, beginning on the first Board of Directors meeting after July 1 and ending June 30.


ARTICLE VI ?–
NOMINATIONS AND ELECTIONS OF THE
BOARD OF DIRECTORS

SECTION 1. NOMINATIONS

A. The Board of Directors shall be nominated as follows:
1. At least 60 days before the annual meeting, a nominating committee shall be selected as follows:
a. The President shall appoint a member.
b. The Board shall select a member.
c. The Membership shall select a member.

The three shall prepare a list of nominees for the Board of Directors.
2. The committee shall distribute the list of nominees through the Association's newsletter. In addition, the committee shall have the option of distributing the list through the Wrigley Bulletin, Signal, and or by telephone and/or mail to members. The list must be distributed at least five days before the annual meeting.
3. a. There shall be no write-ins or floor nominations.
b. The nominating committee shall determine the date by which nominations shall be closed. This date shall be no more than 14 days prior to the date of the annual meeting.

SECTION 2. ELECTIONS
A. Election shall be as follows:
1. At the annual meeting there shall be elected all Director vacancies.
2. Members shall vote for as many nominees as there are vacancies to be filled. The nominees receiving the greatest number of votes shall be elected to fill the vacancies.
3. The Directors shall take office on the first of July.
ARTICLE VII ?– COMMITTEES

SECTION 1.

A. All committees shall be appointed by the President at the beginning of his or her administration, subject to approval of the Board of Directors.



SECTION 2. COMMITTEE MEMBERS TERM OF SERVICE

B. Association members may serve on a committee without Board approval, subject to the consent of the committee chairperson.
ARTICLE VIII ?– MEETINGS

SECTION 1. Regular meetings of this Association shall be held upon such days as voted by the Board of Directors.

SECTION 2. ANNUAL MEETINGS

A. The annual meeting of the Association shall be held in June of each year. It shall include a:
1. State of the Association address (to include accomplishments and ongoing projects) from the President,
2. Treasurer's report.
3. Committee Chairperson reports.
4. Elections to the Board of Directors.

B. Notification of this meeting and a list of Board of Director nominees shall be distributed as described in Article VI, Section 1.A-2.
SECTION 3. SPECIAL MEETINGS

A. Special meetings of the membership shall be called as follows:
1. By the President
2. By the Vice President
3. By the Treasurer or Secretary at the request of ten members.

B. Notice of special meetings shall state the object of the meeting and. at such meetings, no business other than that stated shall be transacted.
SECTION 4. MEETINGS OF THE BOARD OF DIRECTORS
A. Regular meetings:
1. The Board of Directors shall meet at least once each three months.
B. Special meetings may be held upon request of the President or Vice President with a twenty-four hour advance notice.
C. Directors have full participation in board meetings and the right to vote on any action if they are present when the item is voted upon. Directors are considered present in person and/or when they are verifiably on a speaker (cell, land or internet line) phone for that portion of the meeting.
SECTION 5. A quorum shall be constituted as follows:

A. At any Association meeting, one third of the voting members and/or a majority of the board of directors shall constitute a quorum.
B. One third of the members of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors.
SECTION 6. RULES

A. Roberts Rules of Order Revised shall govern the proceedings of this Association except as provided for by these by-laws and the California Corporate Code.
SECTION 7. POLICY REGARDING VIDEOTAPING AT MEETINGS AND EVENTS

A. Properly and currently credentialed news organizations may videotape portions of any meeting or event deemed newsworthy. It is expected that the placement of cameras, lights, microphones and any other equipment and personnel will be in such a manner as to minimize interference with the meeting or event and it's attendees. It is requested that such news organizations clearly identify themselves and their organization during the videotaping (e.g. via their readily recognizable logos.) It is further requested such news crews identify themselves to the Association's Sergeant-At-Arms upon arrival at the meeting and provide contact information for the crew's news organization.
B. Any other individuals, companies, or organizations may NOT videotape a meeting or event without prior permission from the Association's Board of Directors. It should be noted that such permission requires submission of that request at a Board meeting prior to the meeting or event at which that entity wishes to videotape. Each request shall be considered on its individual merits. Approval of any request shall not be construed as a blanket approval of similar requests or for any meetings or events in addition to that specifically approved by the board. Granting of such permission is at the sole discretion of the Association's Board of Directors. A condition of that permission may include the requirement that the entity post large signs at the entrances to the meeting room or event disclosing that videotaping is being done, who is doing it and why, a contact name and phone number, and instructions that attending the meeting or event grants the entity doing the videotaping permission to use the attendees' image and audio. Alternatively and/or additionally, the videotaping entity may be required to obtain individual "Appearance Releases" from each attendee prior to videotaping.
ARTICLE IX ?– AMENDMENTS
SECTION 1. These by-laws may be amended at any meeting of the Association upon the affirmative vote of two thirds of those present, provided that a notice of the substance of the proposed changes for consideration shall be distributed as described in Article VI, Section 1-A-2.
ARTICLE X ?– INDEBTEDNESS

SECTION 1. No indebtedness shall be incurred by any Director or member except by simple majority vote of the Board of Directors.
ARTICLE XI ?– CONFLICT OF INTEREST

SECTION 1. Officers and directors for the Wrigley Association will perform their roles and responsibilities and arrange their personal and professional affairs in such a manner that public responsibilities and arrange their personal and professional affairs in such a manner that public confidence and trust in the Board?’s honesty, integrity, fairness and good faith are conserved and enhanced. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest as applied to nonprofit and charitable organizations.

All officers, directors and committee members with governing board delegated powers are responsible for disclosing potential, or actual, conflicts of interest. Disclosure shall include: the type of potential conflict; the nature of the activity or situation; description of major parties involved; potential financial interests and rewards for the officer or director; any possible violations of laws and regulations, and policies or plans of Wrigley Association and any other information which the officer, director or committee member feels necessary in order for disinterested persons serving on the Board to evaluate the disclosure.

One of the fiduciary responsibilities of an officer or director is the duty of loyalty to the organization that he or she serves. That duty requires that officers and directors carefully deliberate and disclose any potential, or actual, conflict of interest situations. These are situations which may compromise, or have the appearance of compromising, an officer?’s or director?’s judgment and priorities in carrying out their roles and responsibilities. Specifically, conflict-of-interest situations might be enable an officer or director to influence activities with an outside person or other organizations that may lead to the personal gain or improper advantage for the officer, director or other person. Personal gain may take many forms such as money, financial interest, no or reduced costs for personal goods and services, and political influence or power. Conflict of interest situations can also occur when an officer or director becomes the co-founder and/or officer and director of a competing corporation with the same or similar purpose and attempts to gain stewardship of another corporation?’s membership list, assets and/or projects. The membership list of the Wrigley Association shall be coveted and shall not be used as any other corporate membership list and is considered to be confidential. Membership lists may not leave the possession or control of the Wrigley Association Board of Directors.

A fiduciary responsibility shall also include any action taken by any officer or director on behalf of the Corporation that is in direct violation of the City of Long Beach?’s Municipal Codes, opening the corporation up to liability.

SECTION 2. The deciding factor for a possible conflict of interest shall be in accordance with the provisions of ARTICLE IV, SECTION 3D.


ARTICLE XII ?– VOTING

SECTION 1. Voting must be in person only. A member must have his/her dues paid in full in advance of the date of the meeting when a vote is taken, except for the annual June meeting for election of Board of Directors.
ARTICLE XIII ?– FISCAL YEAR

SECTION 1. The fiscal year shall be October 1 through September 30.
ARTICLE XIV ?– WAIVER AND SUSPENSION

SECTION 1. These by-laws shall not be suspended or waived, unless approved by a vote of two thirds of the Board of Directors.

ARTICLE XV ?– DISSOLUTION OF ASSOCIATION

SECTION 1. On final dissolution of the Association, any remaining assets shall be transferred in full to a worthy charity to be selected at the time of dissolution by the Board.