Diamond "A" Recreation Association, Inc. By-laws as amended on
October 25, 2020
Article I - Membership
Subject to any terms or conditions contained in the Articles of Incorporation of these bylaws, memberships shall be open as follows:
1. Memberships shall be available as a matter of right to all owners or residents of property shown on Sonoma County Assessor Map Book 064. These shall be termed Resident memberships. Residents will become members upon completion of the Association application forms and payment of dues.
2. Up to 15 additional memberships may be available to applicants from the surrounding community. These Non-Resident memberships shall confer on the members all the rights, privileges and responsibilities as held by Resident members. The Non-Resident membership openings shall be approved on a discretionary basis by the Board of Directors. If available space is available, Non-Residents may become members upon completion of the Association application forms and payment of dues.
3. For Non-Resident applicants, special consideration will be given to:
a. Those who grew up in the Diamond A neighborhood and now wish to join as adults.
b. A close family member of a current Resident member, who has significant ties to the neighborhood.
4. The first two years of Non-Resident membership shall be viewed as a probationary period. Non-Resident members are expected to participate in scheduled workdays and help with as many social events as possible. Following the probationary period, the Board of Directors will vote on granting continuing membership to Non-Residents.
5. Membership shall reside in the household. A membership shall entitle the immediate family to the privileges of the Association’s facilities. The term “immediate family” shall include any person permanently residing in the household.
6. A resident member who leaves the qualifying Diamond A area may continue a resident membership in the Association indefinitely upon consecutive, timely payment of dues. Continued participation in scheduled workdays and social events is expected.
7. The Treasurer will send out invoices for annual member dues as prescribed in Article III before or during the first week in May. Member dues will be due June 1st and will be considered delinquent if not paid by June 30. In the event of nonpayment of dues, the delinquent member may be sent a written request to cure the delinquency. In the event that payment is not made by June 30, the Board may suspend the rights of the delinquent member to the use of any of the facilities of the Association or terminate the membership until such time as the delinquency is cured. The Board may also assess interest as set forth in Article III. 4.
8. The Board of Directors may suspend or terminate a member or membership due to a violation of the rules and regulations promulgated under Article IV.2, including, but not limited to, inappropriate conduct and behavior. The discretion of the Board shall be absolute both as to the degree of penalty and to the determination of the inappropriateness of conduct or behavior. Such suspension or termination shall not occur without first advising the member in writing of the charged violations, and affording an opportunity to appear and answer such charges before the Board.
Article II - Meeting of the Members
1. The annual meeting of the members shall be held within 60 days after Labor Day.
2. Special meetings of the members may be called at any time by the President, or in his/her absence by the Vice President, or at the written request of ten (10) members of the Association.
3. At least ten (10) days written notice of the meetings shall be given by mail by the Secretary to each member.
4. Except as provided in Article III.4 and Article VII, fifty (50) percent of the members entitled to vote who are present at the annual meeting or who vote by proxy shall constitute a quorum, and a majority vote of such quorum shall be sufficient to approve all matters brought to the membership for a vote. Any adult resident of the member’s household is permitted to exercise such member’s right to vote, in person or by proxy, but only one vote will be recognized in respect of each household membership.
Article III - Financial Obligations
1. Membership dues shall be as follows: Seven hundred fifty dollars ($750.00) annually, commencing June 1, 2019. This shall be known as the "DARA Household Membership" rate. Dues for a member’s first year shall be prorated based on the month in which the member joins.
2. The Diamond A Rec Board has the authority, at their discretion, to increase the DARA Household Membership rate by a maximum of 3% per year.
3. Any member with a current (paid) membership on or before May 31, 2019, has a one- time option of opting out of the DARA Household Membership rate until 2023, and their membership dues shall be a percentage of the DARA Household Membership rate, as follows:
4. Assessments of additional amounts above and beyond 3%, if required, shall be proposed by the Board of Directors to the membership. For this purpose, sixty (60) percent of the members entitled to vote who are present at a meeting called for this purpose or who vote by proxy shall constitute a quorum, and a two thirds (2/3rds) vote of such quorum shall be required to approve or reject such proposed assessment. Approved assessments shall be due within thirty (30) days after approval by the membership.
5. Annual dues not paid within sixty (60) days of due date (first week in May) shall be assessed interest of 1.5% per month on the unpaid balance or one dollar ($1.00) per month, whichever is more.
6. Any income derived from the use of Association facilities by non-members of the Association shall not be permitted to constitute a substantial part of the income of the Association.
Article IV - Board of Directors
1. Subject to the Articles of Incorporation and these bylaws, the management of the Association shall be vested in a Board of Directors which shall consist of a minimum of seven (7) Directors.
2. The Board of Directors shall promulgate, publish, and enforce rules and regulations for the use of Association facilities, including, but not limited to, matters of attire, guest privileges and conduct. Such rules and regulations shall be consistent with the following governing principles of operation of Association facilities:
a. To enhance and contribute to a sense of community among families living in the Diamond A area by encouraging membership in the Association.b. To provide a convenient, pleasant, and wholesome recreation facility for member families.c. To contribute to a healthful lifestyle by providing an inviting and well-maintained sports center for the members of the Association.d. To create opportunities for member families to socialize together by planning specific social events throughout the year.
3. Only adults in the member household may serve as Directors of the Association. A director who has served two consecutive terms shall resign from the Board for a minimum of one (1) year before his/her name may be submitted for consideration as a new director for the Board, unless the Board expressly consents to an extension of such director’s term.
a. Beginning with the 2020 members’ meeting, directors shall be elected for staggered three-year terms
i. For this purpose, the directors shall be divided into three classes with the number of directors in each class being as nearly equal as possible.ii. The term of office of the first class will expire at the next annual meeting; the term of office of the second class will expire one year thereafter; and the term of office of the third class will expire two years thereafter.iii. Any increase or decrease in the number of directors shall be so apportioned among the classes as to make all classes as nearly equal in number as possible.iv. At each annual election held after the above three years, directors shall be chosen for a full three-year term, to succeed those whose terms expire.
b. A director who has served two consecutive terms shall resign from the Board for a minimum of one (1) year before his/her name may be submitted for consideration as a new director for the Board, unless the Board expressly consents to an extension of such director’s term.
4. No more than sixty (60) days nor less than thirty (30) days prior to the date of the annual meeting of the members of the Association, the President, with Board approval, shall appoint a nominating committee of at least three members, no more than one of whom may be a current member of the board.
a. The committee shall seek and present a list of qualified candidates for election at the upcoming annual meeting.b. The list shall be included in the notice of meeting along with the names of other qualified candidates nominated by written petition signed by at least five members of the Association and submitted to the Secretary of the Association at least fifteen days prior to the annual meeting. In any case, the nominee must have consented to serve a term on the Board.
5. Any vacancy on the Board shall be filled for the unexpired term by action of the Board.
6. A majority of the Directors shall constitute a quorum for the transaction of business. A decision made by a majority of the Directors who are present, or who are voting by proxy, at any meeting shall be regarded as an action of the Board except as otherwise herein provided.
7. The Board of Directors shall hold regular meetings not less often than quarterly and such special meetings as the President, or in his/her absence the Vice-President, or any three (3) Directors, shall deem necessary for the competent management of the affairs of the Association.
a. The secretary shall notify each Director of each special meeting at least three (3) days in advance of the meeting, setting forth the name of the person calling the meeting and the purpose for which the meeting is called.
8. Each Director shall have one vote which shall be exercised in person or by proxy.
Article V – Officers
1. The Association shall have the following officers; President, Vice-President, Secretary, and Treasurer.
a. The officers shall be elected by the Board of Directors from among their own members.b. Elections shall be held immediately following the annual meeting of the Association.c. The Board of Directors may from time to time provide for additional officers and fix their powers and duties.
2. The President shall supervise all activities of the Association, execute all instruments in its behalf, preside at all meetings of the Board of Directors and of the membership of the Association, call such meetings of the membership as shall be deemed necessary and perform such other duties usually inherent in such office, as needed.
3. The Vice-President shall assume the duties of the President in his/her absence.
4. It shall be the duty of the Secretary to keep all records of the Board of Directors and of the Association, give the notices referred to herein, and to perform such other acts as the President may direct.
5. The Treasurer shall be the Chief Financial Officer of the Association and shall be responsible for maintaining all accounts and depositories. He or she shall receive and be accountable for all funds belonging to the Association; and shall execute all authorized disbursements.
a. Written notice shall be sent to the members of the Association whenever a proposed expenditure in excess of $10,000 is being considered by the Board of Directors. This notification shall be mailed 30 days prior to any formal commitment by the Board of Directors on behalf of the Association.b. Written notice shall be sent to the members of the Association whenever the Board of Directors is considering an action in which the Association will be incurring debt. This notification shall be mailed 30 days prior to any formal commitment by the Board of Directors on behalf of the Association.
6. No salary or compensation shall be paid to any officer of the Association for services rendered to the association.
Article VI – Committees
1. The standing committees of the Association, such as facilities, financial, membership, and activities, shall be appointed by the Board of Directors as needed.
2. The composition, powers and duties of all the standing committees of the Association shall at all times be subject to the powers of the Board of Directors.
3. Members of these committees shall be members of the Association.
4. Any member of any committee may be removed by a majority vote of the Board of Directors.
Article VII - Amendments to By-Laws
1. These bylaws may be amended only by the affirmative vote of two thirds (2/3) of those members entitled to vote.
2. Proposals for amendment may be made by a majority of the Board of Directors or by any group of ten (10) members in good standing.
3. Action upon proposed amendments shall be taken only at a meeting called with two (2) weeks written notice, which notice shall be delivered to each member in good standing of the Association and shall include a copy of any amendment so proposed.