Napa Valley Land Stewards Alliance
P.O. Box 3238,
Napa, CA 94558
Article I
Name
1.1. The name of this organization shall be Napa Valley Land Stewards Alliance, hereinafter called NLVSA.
Article II
Purposes
2.1. NVLSA is organized for the following purposes:
2.1.1. To promote responsible and thoughtful stewardship, and the wise and sustainable use of privately owned land.
2.1.2. To promote amicable and reciprocal consideration for the legitimate interests of land owners and the public.
2.1.3. To promote the principle that respect for the environment and respect for individual citizens and their property rights are equally important, and that these values are mutually consistent.
2.1.4. To encourage informed public participation in local land use decisions by alerting stakeholders and researching and publicizing the potential impacts of those decisions.
2.1.5. To bring common sense and balance to local land use decisions by ensuring that all viewpoints are represented, all arguments are considered, and the effects of newly proposed regulations are well understood, so the best decisions can be made based on the merits.
2.1.6. To bring sound environmental reasoning to local land use decisions to ensure that protective measures are sensible, cost-effective, and fair, so that man and environment can truly benefit without inflicting injustice or disproportionate cost on any segment of society.
2.1.7. To help all parties secure just and expeditious resolution of significant conflicts between the interests of private property owners and existing or proposed regulations, policies, or programs.
2.1.8. To engage in political activity consistent with the purposes set out above.
Article III
Membership, Dues, and Voting Rights
3.1. Membership is open to all current, former, and prospective owners, managers, or tenants of property in the cities and county of Napa who subscribe to and wish to actively support the purposes of NVLSA.
3.2. A schedule of membership dues shall be proposed by the board of directors annually and subsequently approved by a majority of voting members at a regularly called general membership meeting. Until such time as the first dues schedule is so approved, dues shall remain at zero.
3.3. Any member who has paid his dues is a member in good standing.
3.4. Each member in good standing present at a meeting is entitled to one equal vote on any measure voted on by the general membership. Votes shall be by voice or other signal, unless a specific matter is called to a secret ballot by the president or by a duly passed motion from the floor, in which case the vote shall be by written proxy and secret ballot.
3.5. In special cases where absentee balloting is duly authorized in advance, every member in good standing is entitled to one vote on any measure or for any single elective officer or director's seat on that ballot. To be counted, such vote must be delivered in writing to the Secretary on the ballot form mailed to the member, no later than the election date and time specified on the ballot.
Article IV
Board of Directors and Officers
4.1. The number of directors on the Board of Directors (the Board) shall be not less than three (3) nor more than fifteen (15), with the exact number of directors fixed from time to time by a simple majority vote of the members present at a general membership meeting called for that purpose.
4.2. Each director shall serve for two (2) years, with staggered terms. Half (or a minor half of an odd number) of the original directors shall serve for one year. Such half or minor half shall be selected by the random drawing of lots immediately after their election. If newly created director's seats are filled at subsequent elections, a portion of all directors elected or reelected at that time shall serve shorter terms, so that half (or a minor half of an odd number) of all directors' terms will expire at the next regular election. Directors serving short terms shall be selected by the random drawing of lots immediately after their election.
4.3. The offices of president, vice president, secretary, and treasurer shall be held by elected directors. Terms of these offices are all one year. The president shall be elected by the general membership and such election shall also constitute his/her election as a director.
4.4. Unless absentee balloting is specifically authorized in advance, the voting members of NVLSA shall elect the president and other directors to the Board, in person, by secret ballot, at an annual meeting called for this purpose. Nominations for the directors, including the president, may be made by any member prior to or at the time of such meeting. Any member may nominate as many directors as he pleases, but each nomination must receive a second before being placed on the ballot. Notice to all members of the election meeting shall precede the meeting by at least ten (10) days and no more than ninety (90) days. Stating the time and place for the meeting in a posted letter, an email message, a voice mail message, or a personal or telephonic conversation shall constitute notice.
4.5. Those attending any duly noticed general membership meeting shall constitute a quorum. General membership meetings shall be held at least quarterly, and more often as called for by the Board of Directors.
4.6. All measures other than amendment of these bylaws shall be decided by a simple majority of those voting.
4.7. All officers and directors shall be chosen by plurality. That is, the candidate or candidates receiving the most votes shall be the winner(s), even if they receive less than half of the votes.
4.8. At the discretion of the Board, or by simple majority vote at a general membership meeting, absentee balloting may be employed for any measure, or for any officer or director election. In the case of measures proposed by the Board, such measures shall be completely written on each ballot, and one ballot mailed to each member at least 15 days prior to the election date. In the case of officer or director election by absentee ballot, all members must be given an opportunity to nominate candidates, either at a general membership meeting held at least 15 days prior to the election, or by mail, with invitations to nominate being distributed to each member in good standing by email, phone call, or letter at least 10 days before the nomination deadline.
4.9. Immediately after the directors and the president are elected, the new Board shall, by majority vote of those directors present, appoint one or more directors to the offices of vice president, secretary, and treasurer. Any director may hold two or more offices concurrently, except that the president cannot also hold either the office of secretary or the office of treasurer.
4.10. The Board shall direct the activities of the officers, and may create standing committees, appoint general members thereto, and direct their activities.
4.11. A majority of the seated directors constitutes a quorum. A quorum must be physically present or in mutual contact via telephone conference call or in contact via email conference for a valid Board meeting to be held. All actions and decisions taken by a simple majority of the directors present or in contact at a valid Board meeting shall be binding actions and decisions of the Board.
4.12 It is the duty of all officers and directors to faithfully represent the best interests and known wishes of the general membership. Any officer or director shall be subject to recall for failure to perform such duty. Recall shall be initiated by petition signed by the number of general members in good standing equal to 33% of the number of voting members present at the most recent annual general membership meeting. Upon verification by the president, vice president, secretary, or treasurer that the signatures are valid and sufficient, a special recall election meeting shall be called no sooner than 15 days and no later than 45 days after such verification. If over 50% of the general members present at such special recall election meeting vote to recall the officer(s) or director(s) named in the recall petition, he/she/they shall be removed from office and from the Board immediately, and replacement(s) elected in the normal manner as soon as practicable.
4.13. Board vacancies shall be filled by majority vote of all remaining seated directors. Directors so chosen shall serve out the remaining terms of the directors being replaced.
Article V
Duties of Officers
5.1. The president is the general manager and chief executive officer of NVLSA. The president shall call and preside at all meetings of the NVLSA general membership and of the Board, may create ad-hoc committees, and shall represent NVLSA in public meetings and in the media.
5.2. The vice president shall assist the president as necessary, and shall take the place of the president in his absence, including calling and presiding at meetings.
5.3. The secretary shall keep a record of the proceedings of the general membership and of the Board, shall maintain the membership roster, and shall keep custody of all official records and documents of NVLSA, except financial records.
5.4. The treasurer shall keep correct account of all moneys pledged, received, and disbursed, and shall make periodic financial reports as requested by the Board, and maintain all financial records of NVLSA.
Article VI
Finances
6.1. NVLSA is organized for nonprofit purposes, and directors, officers, and members shall not derive personal profit from NVLSA operations. This shall not be construed to preclude any member, director, or other person from being duly hired by action of either the general membership or of the Board to provide valuable services to NVLSA for just compensation.
6.2. NVLSA has the right to hold, invest, and disburse monies in furtherance of its stated purposes.
6.3. Monies are to be derived from, but not limited to, membership dues and donations.
Article VII
Amendments
7.1. These bylaws may be amended by a two-thirds (2/3) vote of the members in good standing present at a specially called meeting for such purpose. Notice of such meeting must be mailed to all members at least fourteen (14) days and no more than sixty (60) days prior to the meeting.
I, newly elected Secretary of NVLSA, hereby certify that these bylaws were approved by all of the NVLSA members present at the general membership meeting held on the 3rd day of April, 2003.
_____________________________________, secretary Date: April 3, 2003
Mark Van Gorder