For the purpose of securing and enhancing the enviable quality of living and value of property in Laguna Beach in general and the Top of the World residential area in particular the TOW Neighborhood, by vote of the Board of Directors on May 1, 2024, adopts the following revised bylaws:
ARTICLE I Name
The name of the organization shall be the Top of the World Neighborhood Association("TOWNA")
ARTICLE II Objective
It shall be the objective of TOWNA to:
(1) Build and maintain the association as a representative, responsive organization for its area members through effective communication and broad member participation.
(2) Maintain a vigil among the various governmental agencies as their functions and actions affect our environment and property and to communicate such activities of interest to the membership.
(3) Listen and respond to concerns of the membership and seek solutions from within the organization where appropriate or present them to governmental agencies of proper jurisdiction.
(4) Be an active, positive force in the community in matters affecting our environment and property.
(5) Provide an opportunity for expanded neighborhood social exchange, understanding and cooperation.
(6) Foster a sense of pride, openness and well-being among those who live within the bounds of the Association.
ARTICLE III Membership
Section 1
Membership shall be open to residents and/or property owners in the general area of Top of the World. The Board shall have the authority to designate other members of Board as officers as needs arise.
Section 2
The annual dues per residence per year will be set by the Board of Directors.The Board of Directors shall determine the annual fee but not increase more than once in any two-year period. Annual dues are collected to fund neighborhood association activities and operating expenses.
Section 3
All adults of each residence shall be covered by the annual dues. Only members whose dues are paid in full are eligible to vote.
Section 4
TOWNA Assets are irrevocably dedicated to the common good and general welfare of the people of the Top of the World community.
Section 5
Upon dissolution of TOWNA, any remaining assets will be distributed to a local community organization which is exempt under IRS section 501 (c) (4). The exempt recipient organization will be as agreed by a majority vote of the then Board of Directors.
ARTICLE IV Officers and Directors
Section 1
The officers of the organization shall be a President, Vice President,Secretary, Treasurer, and up to 16 Directors-at-large.
Section 2
Officers and Directors shall serve without compensation.
Section 3
The Duties of the Officers shall be as follows:
A. President.The President shall be the chief executive officer of the Association and subject to the control of the Board f Directors, supervise and control the affairs of TOWNA.
B. Vice President. In the absence of the President or in the event of inability to act,the Vice President shall perform the duties of President.
C. Secretary.The Secretary shall be custodian of the records of TOWNA, see that all notices are duly given, recorded and keep minutes of the meetings of the members and the Board of Directors.
D. Treasurer.The Treasurer shall keep and record members names and addresses, have charge and custody of and be responsible for all funds of TOWNA. The Treasurer shall disburse the funds of TOWNA as may be directed by the Board of Directors and shall keep and maintain adequate and correct accounts of TOWNA's financial transactions and render all accounting thereof to the President and Directors whenever reasonably requested. Assure compliance with government requirements.
E. Other Officers. Each as set forth herein above shall have and perform such duties as may be assigned by the President from time to time.
ARTICLE V Elections
Section 1
Directors of TOWNA shall be elected by the members present in person and voting on the annual regular meeting of members. Meetings may be via video conferencing and voting may occur via video conferencing or email. The Board of Directors shall elect the Officers. Officers and Directors shall serve from the time they are elected until the next annual election and until their successors are elected. Vacancies shall be filled by the Board of Directors. Directors who fail to attend 3 consecutive meetings are encouraged to resign.
ARTICLE VI Meetings of Members
Section 1
Meetings of members shall be held at such places as may be designated from time to time by the Board of Directors.
Section 2
A regular annual meeting of the members shall be held at a time designated by the Board of Directors.
Section 3
Special meetings of the members shall be called by the President or Secretary or any two Directors or at the request of not less than ten percent of the members of TOWNA.
Section 4
Written notices of the time and place of meetings shall be delivered personally to each member or sent by United States mail, postage prepaid, or via email at least seven days prior to such meetings. The notice of meetings shall specify the place, day and the hour of the meeting and in the case of special meetings,the general nature of business to be transacted.
Section 5
A quorum at a meeting of members shall consist of twenty persons of the members of TOWNA and in the absence of a quorum, no business shall be transacted (other than a motion to adjourn).
Section 6
Voting shall be by voice vote. Elections are presided over by the President or in his absence by the Vice President, or in his absence the attending Directors shall appoint a chairman of the meeting. The Secretary of TOWNA shall act as Secretary of all meetings of members provided that in the absence of the Secretary the presiding officer shall appoint another person to act as Secretary.
ARTICLE VII Board of Directors
Section 1
The elected members of the Association shall constitute the Board of Directors with the President presiding as chairman.
Section 2
The Board of Directors shall be responsible for the general supervision of the affairs of TOWNA between regular meetings of the members including issuing the hour and place of meetings, making accommodations to the membership, and performing such duties as are specified in these bylaws. The Board shall be subject to the orders of the Association and none of its acts shall conflict with action taken by the members.
Section 3
The Board of Directors shall normally meet every other month, or at the discretion of the President.
Section 4
A majority of actually serving members of the Board of Directors shall constitute a quorum.
ARTICLE VIII Committees
Section 1
There shall be such standing and special committees and the Board of Directors shall from time to time appoint, with such powers and duties as it shall designate.
Section 2
The President, upon majority approval by the remainder of the Board of Directors, shall appoint committee chairman.
ARTICLE IX Parliamentary Authority
The rules contained in the current edition of Robert's Rules of Order Newly Revisited shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws are any special rules of order the Association may accept.
ARTICLE X Amendment of Bylaws
These bylaws can be amended at any meeting of the members by a two-thirds vote of those members attending, providing that the assignment has been submitted in writing to the membership at least ten (10) days prior to the meeting.
Amendments approved by the TOWNA members at the General Meeting July 14, 2024.
Gene Felder Michelle Highberg
President Vice President
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