Proposed HPNA Bylaws (2025)

The HPNA Board has worked throughout this year to update the HPNA Bylaws. There have been no substantial updates to the HPNA Bylaws in over a decade. Research efforts include other local Neighborhood Associations’ Bylaws; the California Secretary of State website; the County of Sacramento Neighborhood Association information; and discussion with past HPNA Board members.

These Bylaws will be brought to the community for a vote on December 10, 2025 at the annual HPNA Community Meeting; this year’s meeting is at Two Rivers Cider (4311 Attawa Avenue). All dues-paying members of the HPNA will be allowed to vote in person; there are no proxy votes.

The proposed Bylaws are posted below for the community’s review. The existing HPNA Bylaws are at the bottom of this page for reference as well. Please contact any Board member by emailing hpna95822@gmail.com with any comments. Thank you for your engagement in this process!

ARTICLE 1:  NAME

Section 1.1      Corporate Name

Name of Organization: The name of the organization shall be the Hollywood Park Neighborhood Association (HPNA).

ARTICLE 2:  OFFICES

Section 2.1      Principal Office

The principal office for the transaction of the business of the HPNA may be established within the city of Sacramento within the State of California by resolution of the Board.

 

ARTICLE 3:  PURPOSES

Section 3.1      General Purpose

The HPNA is a nonprofit public benefit corporation and is not organized for the private gain of any person.  It is organized for public purposes under the California Nonprofit Corporation Law and for purposes of promoting social welfare within the meaning of Section 501(c)(4) of the Internal Revenue Code.

Section 3.2      Specific Purpose

The specific purposes of the HPNA shall be:

  1. To build community by promoting greater cooperation, communication, understanding, and mutual support among residents of the Hollywood Park and Carleton Tract neighborhoods.
  2. To enhance the livability of the Hollywood Park and Carleton Tract neighborhoods.
  3. To act as liaison for Hollywood Park and Carleton Tract with various government agencies, businesses, and other organizations.
  4. To provide an open process by which all residents within the HPNA boundaries may involve themselves in the affairs of the neighborhood.

ARTICLE 4:  GEOGRAPHICAL BOUNDARIES

Section 4.1      Boundaries

The Hollywood Park Neighborhood Association boundaries shall be the area bounded:

  1. On the north by Sutterville Road
  2. On the east by 24th Street
  3. On the south by Fruitridge Road
  4. On the west by Freeport Boulevard

ARTICLE 5:  LIMITATIONS

Section 5.1      Political Activities

The HPNA has been formed under California Nonprofit Corporation Law for the purposes described in Article 3, and it shall be nonprofit and nonpartisan.  The HPNA shall not participate in or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office.

Section 5.2      Prohibited Activities

The HPNA shall not, except in any insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described in Article 3. The HPNA may not carry on any activity for the profit of its Officers, Directors or other persons or distribute any gains, profits or dividends to its Officers, Directors or other persons as such.

ARTICLE 6:  DEDICATION OF ASSETS

Section 6.1      Property Dedicated to Nonprofit Purposes

The property of the HPNA is irrevocably dedicated to public benefit purposes. No part of the net income or assets of the HPNA shall ever inure to the benefit of any of its Directors or Officers, or to the benefit of any private person, except that the HPNA is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 3 hereof.

Section 6.2      Distribution of Assets upon Dissolution

Upon the dissolution of the HPNA, its assets remaining after payment, or provision for payment, of all debts and liabilities of the HPNA shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable or public benefit purposes and which has established its tax exempt status under either Section 501(c)(3), or Section 501(c)(4) of the Internal Revenue Code.

ARTICLE 7:  MEMBERSHIPS

Section 7.1      Members

Membership in the HPNA shall be open to:

  1. Residents: All persons eighteen (18) years of age or older who reside within the HPNA boundaries.
  2. Property owners: All persons who own property within the HPNA boundaries.
  3. Businesses: All businesses or other organizations that are operated within one half mile of the HPNA boundaries.

Associate members are non-voting members who pay the membership dues and support the purposes of the HPNA but do not meet the requirements above.

Section 7.2      Membership Dues

To become a member, a membership application must be received by HPNA and annual membership dues must be paid in full. All dues shall be established by majority vote of the Board.

Section 7.3      Membership Rights

All members are entitled to the following membership rights:

  1. Voting rights: one vote during attendance at any general or special meeting as long as dues are paid and current. Any new members may join by paying their dues at any time and their voting rights become effective immediately.
  2. Participation in Board Meetings. Any resident shall be entitled to attend any meeting of the Board to participate in the discussion of matters before the Board and to present matters of neighborhood concern to the Board for consideration and discussion.

ARTICLE 8:  MEMBERSHIP MEETINGS

Section 8.1      General Meetings

There shall be four quarterly membership meetings a year designated as “general meetings.” The HPNA membership, as well as other residents within the HPNA boundaries shall, to the extent possible, be notified of the time, location, and subjects of the meeting.

Section 8.2      Annual Meetings

One membership meeting, generally held in December, shall be designated as the “annual membership meeting.” At this meeting:

a.      The President shall provide a written and oral annual report on the state of the HPNA for the previous 12 months.

b.      The Treasurer shall provide a written and oral financial report.

c.       Elections for Directors for upcoming vacancies shall be held.

Section 8.3      Special Meetings

A special meeting of the membership may be called by the Board President or by a majority of Directors as deemed necessary. The HPNA membership shall be notified of the time, place, and subjects of the meeting.

 

Section 8.4      Agenda

Subject to the approval of the Board of Directors, the President shall prepare the agenda for general and special meetings of the membership. Any person may add an item to the agenda by submitting the item in writing to the President of the Board of Directors at least seven days in advance of the membership meeting.

Any member or resident of the HPNA boundaries may participate in public comment at any general meeting; however, if public comment results in a request to vote, the Board will consider whether that item will be added to the following month’s agenda for discussion and vote.

Section 8.5      Quorum

A quorum for any general or special meeting of the HPNA shall be the number of members in attendance.

Section 8.6      Procedures

The HPNA shall rely on Robert’s rules of Order (latest revised edition) to resolve parliamentary issues.

ARTICLE 9:  BOARD OF DIRECTORS

Section 9.1      Authority of the Board

Subject to the provisions of the Articles of Incorporation of the HPNA, California Nonprofit Corporation Law and any other applicable laws, the business and affairs of the HPNA shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors. The Board of Directors shall seek the views of those affected in developing HPNA policy or procedures and shall strictly comply with these bylaws.

 

Section 9.2      Duties of the Board

The Board of Directors shall:

  1. Approve and set forth in writing all policies and procedures for the operation of the HPNA, including the specific duties of Officers, Board Committees, and Advisory Committees (when applicable).
  2. Approve the annual HPNA budget.
  3. Authorize Board Committees and Sub-Committees.
  4. Approve the annual HPNA calendar.
  5. Support the activities of the HPNA throughout the year.

Section 9.3      Number and Qualifications

9.3.1    Number

The authorized number of Directors of the HPNA shall be nine (9).

9.3.2    Qualifications

Only members who are residents shall be qualified to be Directors.

Section 9.4      Terms and Election of Successors

9.4.1    Terms

The term for all Directors shall be for two (2) years, and shall begin on January 1.  Except as provided under Section 9.5.5, Directors shall be elected by a majority vote of the members present at the annual membership meeting for one (1) term. There will not be proxy votes. In case of a tie vote, the existing Board shall decide the winner by majority vote. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which he or she was elected or until that Director’s earlier resignation or removal in accordance with these Bylaws and California Nonprofit Corporation Law.  The Board seats shall be numbered from one through nine, and these number designations shall remain and determine the year of election. Even numbered seats will be elected at the annual membership meeting of even numbered years, and odd numbered seats will be elected at the annual membership meeting of odd numbered years.

9.4.2    Term Limits

Directors may not serve more than eight (8) consecutive years. Any person who has served eight consecutive years may continue to serve for an additional two (2) years if the total number of Directors would drop below nine (9) for the upcoming term. Any person who has served as a Director for eight (or 10) consecutive years shall again become eligible to serve as a Director following a period of two (2) years of not serving as a Director.

9.4.3    Method of Election

Elections shall be conducted by an Elections Committee comprised of at least one, and not more than four, of the Directors whose terms do not expire in the next calendar year. The Elections Committee shall submit an election plan to the Board for approval, modification, or denial at least 45 days prior to the date of the election. At its discretion, the Elections Committee may:

(1) Canvas the membership at least thirty (30) days prior to each election to solicit interest among members in becoming a candidate for the Board (self-nomination);

(2) Establish a system for gathering biographical and campaign information from all candidates, compiling it into an unbiased and uniform format and then communicating it to the membership;

(3) Provide each candidate a reasonable and equal opportunity to address and take questions from members during the election component of the annual community meeting;

(4) Conduct all elections, including preparing and distributing all ballots, fairly determining voting rights, serving as a “board of inspectors” for each election, counting ballots and communicating the results to the membership.

4 (a) In the case of there being only a number of candidates for the Board as there are Board vacancies, the elections will take place through a verbal system at the annual meeting where all candidates are voted onto the Board with one vote.

Section 9.5      Vacancies

9.5.1    Events Causing Vacancy

A vacancy or vacancies on the Board shall be deemed to exist on the occurrence of the following: (i) the death, resignation, or removal of any Director; (ii) the failure of the membership, at the annual meeting to elect the full authorized number of Directors.

9.5.2    Board Removal

The Board may remove a Director who has:

  1. Been found by final order or judgment of any court to have breached a duty under California Nonprofit Corporation Law, in which case removal is immediate; or
  2. Engaged in any action that is detrimental to the community in a measurable way, in which case removal is brought to the full Board for consideration and vote; or
  3. Failed to attend three (3) consecutive Board meetings during any calendar year. President shall attempt to contact the Director regularly over the course of the three months, starting with the second missed meeting. When there is no response from the Director and three consecutive meetings are missed, then removal will be brought to the full Board for consideration and vote.

In all cases (a, b, and c), notice shall be given to the Director both verbally and in writing, including via electronic mail, when possible.

9.5.3    Director Removal

Any Director may be removed from office by a majority vote of the members present at a special meeting called for such purpose. Notice shall be given to the Director both verbally and in writing, including via electronic mail, when possible.

9.5.4    Resignations

Except as provided in this section, any Director may resign by giving written notice to the President, the Secretary, or the Board.  Such a written resignation will be effective on the later of (i) the date it is delivered or (ii) the time specified in the written notice that the resignation is to become effective.

9.5.5    Election to Fill Vacancies

Vacancies occurring prior to the completion of a Director’s full term shall be filled by a majority vote of the remaining Board members even if less than a quorum. A Director elected to fill a vacancy shall serve the remainder of the unexpired term.

Section 9.6      Regular Board Meetings

The Board shall meet once a month. These Board meetings are referred to in these Bylaws as “regular meetings.” The Board may decide to cancel up to two regular meetings in the calendar year; this will be decided annually by the Board when setting the annual calendar.

Section 9.7      Special Board Meetings

Special Board meetings for any purpose may be called at any time by the President, or the Vice President, or the Secretary, or any two Directors.

Section 9.8      Notice of Meetings

The Directors shall be notified of the time and place of Board meetings at least 48 hours prior to the meeting. The membership may be notified via electronic messaging of the time and place of the Board meetings.

Section 9.9      Quorum and Action of the Board

9.9.1    Quorum

A quorum for Board meetings shall be five members if there are eight or nine Directors, and four if there are less than eight Directors.

9.9.2               When a Greater Vote Is Required for Valid Board Action

The following actions shall require a vote by a majority of all Directors then in office in order to be effective:

  1. Approval of contracts or transactions in which a Director has a direct or indirect material financial interest provided that the vote of any interested Director(s) is not counted;
  2. Approval of contracts that have a large financial impact on the Board; for example, liability insurance policies, or any unique expenditure that is greater than the amount that is set by the Board during initial conversations about that expenditure;
  3. Creation of Committees (but not advisory committees) as described in Section 9.1;
  4. Removal of an Officer, with or without cause; and
  5. Indemnification of Directors as described in Section 12.1.

Section 9.10    Conduct of Meetings

Board meetings shall be presided over by the President or, if the President is absent, by the Vice President or, in the absence of each of these persons, by a chairperson of the meeting chosen by a majority of the Directors present at the meeting.  The Secretary shall act as secretary of all meetings, provided that, if the Secretary is absent, the presiding officer shall appoint another person to act as secretary of the meeting.  Board meetings may be conducted in accordance with Robert’s Rules of Order, latest revised edition.

Section 9.11    Action without a Meeting

Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board consent in writing to the action.  Such written consent shall have the same force and effect as a unanimous vote of the Board taken at a meeting. Such written consent or consents shall be noted with a description of the approved action in the minutes of the proceedings of the next Board meeting. For purposes of this section, messages sent via electronic mail shall be considered to have been made in writing.

Section 9.12    Fees and Compensation of Directors

The HPNA shall not pay any compensation to Directors for services rendered to the HPNA as Directors, except that Directors may be reimbursed for expenses incurred in the performance of their duties to the HPNA, in reasonable amounts as approved by the Board.

Section 9.13    Non-Liability of Directors

In the absence of misconduct, fraud, or bad faith, the present and former Directors shall not be personally liable for the debts, liabilities, or other obligations of the HPNA.

ARTICLE 10:  COMMITTEES

 

Section 10.1    Committees of Directors

The Board may, by resolution adopted by a majority of the Directors then in office, create one or more Board Committees, including an executive committee, each consisting of two (2) or more Directors, to serve at the discretion of the Board.  Any Board Committee, to the extent provided in the resolution of the Board, may be given the authority of the Board except as prohibited by California Nonprofit Corporation Law.

Section 10.2    Meetings and Action of Board Committees

Meetings and action of Board Committees shall be governed by, and held and taken in accordance with, the provisions of Article 8 concerning meetings of Directors, with such changes in the context of Article 8 as are necessary to substitute the Board Committee and its members for the Board and its members, except that the time for regular meetings of Board Committees may be determined by resolution of the Board, and special meetings of Board Committees may also be called by resolution of the Board. Minutes shall be kept of each meeting of any Board Committee and shall be filed with the corporate records.  The Board Committee shall report to the Board regularly.  The Board may adopt rules for the governance, including a charter, of any Board Committee not inconsistent with the provisions by these Bylaws. In the absence of rules adopted by the Board, the Board Committee may adopt such rules.

Section 10.3    Revocation of Delegated Authority

The Board may, at any time, revoke or modify any or all of the authority that the Board has delegated to a Board Committee, increase or decrease (but not below two) the number of members of a Board Committee, and fill vacancies in a Board Committee from the Directors.

Section 10.4    Advisory Committees

The Board may create one or more advisory committees to serve at the pleasure of the Board. Appointments to such advisory committees shall include members and Directors. The Board shall appoint and discharge advisory committee members.  All actions and recommendations of an advisory committee shall require ratification by the Board before being given effect.

ARTICLE 11:  OFFICERS

Section 11.1    Officers

The Officers of the HPNA shall be a President, a Vice President, a Secretary, and a Treasurer.  All Officers will be selected from among the Directors.  The Board shall have the power to designate additional Officers with such duties, powers, titles and privileges as the Board may deem fit.

Section 11.2    Elections of Officers

The Officers shall be elected by the Board annually at the first Board meeting of the calendar year and each shall serve at the discretion of the Board until the election of a successor, or their earlier resignation or removal.

Section 11.3    Removal of Officers

Any Officer may be removed, with or without cause, by a majority of the Directors then in office at any Board meeting.

Section 11.4    Resignation of Officers

Any Officer may resign at any time by giving written notice to the HPNA.  Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective.

Section 11.5    Vacancies in Offices

A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office, provided that such vacancies shall be filled as they occur and not on an annual basis. In the event of a vacancy in any office other than the President, such vacancy shall be filled temporarily by appointment of the remaining Directors, the appointee shall remain in office for the remainder of the term.

Section 11.6    Responsibilities of Officers

11.6.1  President       

The President shall be the chief executive officer of HPNA. The President shall preside at all meetings of the members, and at all meetings of the Board. They shall have the general powers and duties of management of an association, and shall have such other powers and duties as may be prescribed by the Board or the Bylaws. The President shall also:

  • Prepare the agenda;
  • Serve as a spokesperson for the Board;
  • Deliver the annual state of HPNA at the annual membership meeting;
  • In conjunction with the Treasurer, have signatory authority on all fiscal matters of the HPNA; and
  • Sign all contracts or other written instruments authorized or approved by the Board, and shall have such other powers and duties as may be prescribed by the Board.

The President may delegate these powers and duties to other Officers or Directors, at their discretion.

11.6.2  Vice President

The Vice President of the HPNA shall, in the absence or disability of the President, as determined by a majority of the Board, perform all the duties of the President and, when so acting, have all the powers of and be subject to all the restrictions upon, the President.  The Vice President shall have such other powers and perform such other duties as may be prescribed by the Board.

11.6.3  Secretary

The Secretary of the HPNA shall:

  • Keep or cause to be kept the original or a copy of the Articles of Incorporation and these Bylaws as amended to date;
  • Keep or cause to be kept the minutes of all Board meetings. The minutes shall indicate the time and place of the meeting, whether the meeting was regular or special, and if special, how authorized, the notice given, the names of those present and shall contain a summary of the proceedings at the meeting;
  • Give or cause to be given, notice of all Board meetings in accordance with these Bylaws;
  • Maintain communications with HPNA membership via social media; and
  • Perform such other duties incident to the office of Secretary as may be prescribed by the Board.

11.6.4  Treasurer

The Treasurer of the HPNA shall:

  • Prepare, or cause to be prepared, the annual budget of the HPNA for approval by the Board.
  • Keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and transactions of the HPNA, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements.  The books of account shall be open to inspection by any Director at all reasonable times;
  • Prepare, or cause to be prepared, and certify, or cause to be certified, any documents required by state and federal law, and year-end financial statements, including statements of assets and liabilities;
  • Deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the HPNA with such depositories as may be designated by the Board;
  • Disburse, or cause to be disbursed, the funds of the HPNA as may be ordered by the Board;
  • Render, or cause to be rendered to the President and Directors, at regular Board meetings at no less than four times each year, an account of all transactions as Treasurer and of the financial condition of the HPNA, including the annual membership meeting; and
  • Maintain the HPNA post office box to collect mail, including checks and bills;
  • In conjunction with the President, have signatory authority on all fiscal matters of the HPNA; and
  • Have other powers and perform such other duties incident to the office of Treasurer as may be prescribed by the Board.

Section 11.7    Officer Term Limits

No person may serve as an Officer for more than six (6) consecutive years, unless the total number of Officers is less than four, in which case a person may serve as an Officer for up to an additional two years (for a total of eight (8) years as an Officer). No person may hold the office of President or Vice-President for more than four (4) consecutive years. Any person who has served as an Officer for six (or eight) consecutive years shall again become eligible to serve as an Officer following a period of two (2) years of not serving as an Officer.

ARTICLE 12:  MISCELLANEOUS

Section 12.1    Indemnification

The HPNA, by action of the Board, shall have the power to indemnify corporate agents pursuant to the California Nonprofit Corporation Law.

Section 12.2    Minutes

The HPNA shall keep written minutes which shall contain a record of all elections and all actions by the Board or any committee thereof, including (i) the time, date and place of each meeting; (ii) whether a meeting is regular or special and, if special, how called; (iii) the names of those Directors present at each meeting of the Board or any committee thereof; (iv) all written consents for action without a meeting; and (v) formal dissents from Board actions.

Section 12.3    Books and Records of Account

The HPNA shall keep adequate and correct books and records of account.  “Correct books and records” includes, but is not necessarily limited to:  accounts of properties and transactions, its assets, liabilities, receipts, disbursements, gains, and losses.

Section 12.4    Member’s Rights of Inspection

Every member shall have the absolute right at any reasonable time to inspect the books, records, documents of every kind, and physical properties of the HPNA.  The inspection may be made in person or by the member’s agent or attorney.  The right of inspection includes the right to copy and make extracts of documents.

ARTICLE 13:  EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS

Section 13.1    Execution of Instruments

The Board, except as otherwise provided in these Bylaws, may by resolution authorize any Officer or agent of the HPNA to enter into any contract or execute and deliver any instrument in the name of and on behalf of the HPNA, and such authority may be general or confined to specific instances.  Unless so authorized, no Officer, agent, or employee shall have any power or authority to bind the HPNA by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 13.2    Expenditures

All expenditures in excess of $50 shall be approved by the Board, and shall support the purposes of the HPNA.

Section 13.3    Deposits                                       

All funds of the HPNA shall be deposited timely to the credit of the HPNA in such banks, trust companies, or other depositories as the Board may select.

Section 13.4    Gifts

The Board may accept on behalf of the HPNA any contribution, gift, bequest, or donation for the charitable or public purposes of the HPNA as defined in Article 3.

ARTICLE 14:  AMENDMENTS

Section 14.1    Amendment by Membership

Adoption of or amendment to these Bylaws shall be made at any general or special meeting after the members have been notified of proposed Bylaws or amendments to the Bylaws. Adoption of, or amendments to, the Bylaws shall require a majority vote of the voting membership present at a membership meeting.

Section 14.2    Notice to Members of Any Proposal to Amend Bylaws.

The Board must give twenty-one (21) calendar days written or published notice to members of any proposal to amend these Bylaws or to repeal these Bylaws and adopt new bylaws.

The public will then have ten (10) calendar days to give public comment on any changes to the bylaws. The HPNA Board will discuss and integrate comments as appropriate before taking the bylaws to the membership for vote.

CERTIFICATE OF SECRETARY

I certify that I am the duly elected and acting Secretary of the HPNA, a California nonprofit public benefit corporation; that these Bylaws, consisting of 11 pages, are the Bylaws of this Corporation as adopted by the Board of Directors on November 6, 2025; and that these Bylaws have not been amended or modified since that date.

Executed on                                      at                                       , California.

          Secretary

Adopted July 2001
Amended January 2002
Amended February 2005
Amended December 2011
Amended November 2020

Amended November 2025

Hollywood Park Neighborhood Association Bylaws

Article I

Name/Purpose

Section 1

Name of Organization: The name of the organization shall be Hollywood Park Neighborhood Association, Inc and/or HPNA (Referred to as “HPNA” in these Bylaws).

Section 2

Purpose: The purposes for which HPNA is organized are:

  1. To enhance the livability of the HPNA neighborhoods by establishing and maintaining open lines of communication with various government agencies, businesses, and other organizations. 
  2. To act as liaison for the HPNA neighborhoods with various government agencies, businesses and other organizations. 
  3. To provide an open process by which all residents of the HPNA neighborhoods may involve themselves in the affairs of the neighborhoods. 
  4. To promote greater cooperation, communication, understanding, and mutual support among residents of the HPNA neighborhoods.

Section 3

Membership: Membership in the HPNA shall be open to all residents, property owners, and business licensee’s located within the boundaries of HPNA as defined in Article VIII of these Bylaws. To become a member, a membership application must be received by HPNA and annual dues must be paid in full.

  1. Resident/Property Owner membership is by address with each individual in a member household, age 18 or older, having one vote.
  2. Business membership (businesses and other eligible entities) shall entitle each member organization to one vote.
  3. Associate members are non-voting members who pay the membership dues and support the purposes of HPNA but do not meet the residency requirements for membership.

Section 4

Voting: All members except Associates, 18 years of age or older, shall have one vote each, to be cast during attendance at any general or special meeting.

Article II

Funding

Section 1

Dues: All dues shall be annually established by the Board.

Section 2

Contributions: Voluntary contributions may be accepted.

Section 3

Fundraising: Activities to raise funds for HPNA may be held subject to prior Board approval.

Section 4

Fund expenditures: All expenditures shall be approved by the Board, and shall support the purposes of this organization.

Article III

Meetings

Section 1

Community Meetings: There shall be at least four quarterly membership meetings a year. The HPNA membership shall be notified of the time, location, and subjects of the meeting.

Section 2

Annual Meeting: One membership meeting shall be designated as the annual meeting. At this meeting:

  1. The President shall provide a written and oral annual report on the state of the HPNA for the previous 12 months.
  2. The Treasurer shall provide a written and oral financial report.
  3. Elections for Members of the Board shall be held.

Section 3

Special Meeting: A special meeting of the membership may be called by the Board President or by a majority of the Board as deemed necessary. The HPNA membership shall be notified of the time, place, and subjects of the meeting.

Section 4

Agenda: Subject to the approval of the Board of Directors, the President shall prepare the agenda for general and special meetings of the membership. Any person may add an item to the agenda by submitting the item in writing to the Board of Directors at least two days in advance of the membership meeting. Any member of the HPNA may make a motion to add an item to the Board, general or special agenda at those respective meetings. Adoption of that motion requires a second and majority vote.

Section 5

Quorum: A quorum for any general or special meeting of the HPNA shall be the number of members in attendance. Unless otherwise specified in these Bylaws, decisions of the HPNA shall be made by a majority vote of those members present at any meeting.

Section 6

Procedures: The HPNA shall rely on Robert’s Rules of Order (Revised), to resolve parliamentary issues.

Article IV

Board of Directors (Hereinafter referred to as the “Board”)

Section 1

Composition of the Board: The Board shall be composed of 9 members.

Section 2

Duties of the Board:

  1. Management: The Board shall manage the affairs of the HPNA. The Board shall be accountable to the membership; shall seek the views of those affected in developing HPNA policy or procedures; and shall strictly comply with these bylaws.
  2. Regulations: The board may, in accordance with these Bylaws, create and implement the rules, policies, and procedures necessary to realize the purposes of HPNA. 
  3. Vacancies: The Board may fill any vacancy on the Board or a committee by majority vote of the Board. A member appointed to fill a vacancy shall serve the remainder of the unexpired term.
  4. Board Meetings:
    • The Board shall meet at least once a month or at any other time the Board President may designate. These meetings shall be open to the HPNA members; however, only Board members may vote.
    • A quorum for Board meetings shall be five members if there are eight or nine Board members and four if there are less than eight Board members. Board decisions shall be made by a majority vote of the members present.
    • The Board members shall be notified of Board meetings at least 24 hours in advance of any Board meeting. A majority of Board members, by signed petition, may call a Board, community, or special meeting.
  5. Removal: The Board may remove any director with cause by a majority vote of the Board.
  6. Emergency Powers: If the number of Board members is less than four, the Board may call for new elections at the next membership meeting. If, despite their best efforts, the Board cannot perform its duties or elect a new Board, the fate of the HPNA will be determined, in accordance with the HPNA Articles of Incorporation by a vote of the membership present at a membership meeting.

Section 3

Officers: The Board shall elect from among its members a President, Vice-President, Secretary, and Treasurer at the first Board meeting following the annual election.

Section 4

Duties of the Officers:

  1. President: The President shall be responsible for the preparation of the agenda and for chairing all meetings of the Board and membership; and shall appoint and/or approve chairs of committees with majority approval of the Board. The President shall, at least once every 12 months, ensure a review of the HPNA’s financial status and processes.
  2. Vice-President: The Vice-President shall assist the President and assume all duties of the President in the absence of the President.
  3. Secretary: The Secretary shall be responsible for the preparation and retention of the all the HPNA minutes and shall be responsible for the organization and retention of all HPNA records; shall be responsible for all correspondence for the HPNA; and shall make records of the HPNA available for inspection for any proper purpose at a reasonable time and place.
  4. Treasurer: the Treasurer shall be held accountable for all funds and shall give an accounting at each general meeting; shall receive, keep safe, and disburse the HPNA funds, and shall present an annual budget to the Board for approval. Such disbursement shall require the signature of at least one other officer decided by majority vote of the Board.

Article V

Section 1

Committees: The Board shall establish and/or dissolve committees as needed. Committees shall submit to the Board regular written reports of their activities including minutes. No committee shall make any obligation for the HPNA without prior written approval of the Board.

Article VI

Election of Board Members

Section 1

Eligibility: Only Resident/Property Owner members shall be qualified to hold an elected position.

Section 2

Term of the Board: Members of the Board shall be elected to serve for two years.

Section 3

Numbering of Seats: The Board seats shall be numbered from one through nine, and these number designations shall remain and determine the year of election. Even numbered seats will be elected in even numbered years, and odd numbered seats will be elected in odd numbered years.

Special Circumstance: The first election of the Board, if in an even numbered year, will elect odd numbered seats for one year; or, if in an odd numbered year, will elect even numbered seats for one year. Subsequent to this election, all seats will be elected to two-year terms.

Section 4

Method of Election: Elections shall be conducted by an Elections Committee composed of an odd number of members who have no marriage, blood or residential (do not reside at same address) relationship to the candidates for election. The Elections Committee shall submit an election plan to the Board for approval, modification or denial at least 60 days prior to the date of the election.

Article VII

Adoption and Amendment of Bylaws 

Section 1

Adoption of the Bylaws: Adoption of these Bylaws shall require a two-thirds (2/3) vote of the voting members present at a membership meeting. 

Section 2

Amendment of the Bylaws: Amendment to the Bylaws shall be made at any community or special meeting after the members have been notified of all proposed amendments to the Bylaws. Adoption of amendments shall require a two-thirds (2/3) vote of the voting membership present at a membership meeting. 

Article VIII

Boundries

The boundaries of HPNA shall be defined as follows:

  • Fruitridge Road to the north
  • Sutterville Road to the south
  • Freeport Blvd. to the east
  • Twenty-fourth Street to the west
  • Business/commercial areas near these boundaries

Adapted July 2001
Amended January 2002
Amended February 2005
Amended December 2011
Amended November 2020

HPNA BylawsDownload