Bylaws

BY LAWS

OF THE

WESTWOOD COMMUNITY COUNCIL, INC.

a California Nonprofit Mutual Benefit Corporation

adopted January 12, 2010

amended March 18, 2014

ARTICLE I:   CORPORATE NAME

The name of this corporation shall be the “Westwood Community Council, Inc.,” sometimes referred to as the “WCC”.

ARTICLE II:  ORGANIZATION

The Westwood Community Council, Inc. is a California Nonprofit Mutual Benefit Corporation, organized under the California Nonprofit Mutual Benefit Corporation Law to engage in any lawful act or activity, other than a credit union business, permitted under this law.  This Corporation conforms to the provisions of the California Revenue and Taxation Code Section 23701(e) and the Internal Revenue Code Section 501(c)(6), which require that no part of any net earnings shall inure to the benefit of any private shareholder or individual, as defined in Internal Revenue Code Section 501(c)(6).

ARTICLE III:  CORPORATE OFFICES

3.01 Principal Executive Offices:  The principal executive offices of the corporation in the State of California shall be located at: Westwood Community Council, Inc.; c/o Law Offices of Charles H. Magnuson; 10940 Wilshire Boulevard, Suite 1400; Los Angeles, CA 90024 in Los Angeles County, California, or at such other location as determined by the Board of Directors from time to time.

3.02 Other Offices:  The corporation also may have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require, and as the Board of Directors may, from time to time, designate.

3.03 Change of Address:  The County of the corporation’s principal executive offices can be changed only by amendment of these Bylaws and not otherwise.  The Board of Directors may, however, change the principal executive offices from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws:

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ARTICLE IV:  DEFINITIONS

4.01 Defined Terms:  Unless the provisions or the context otherwise requires, whenever the following terms are used in these Bylaws they shall be construed as defined in this section, and these definitions shall govern the construction of these Bylaws.

4.02 Alternate:  “Alternate” shall mean the duly selected or elected natural person of a Stakeholder Organization who shall serve as the Voting Member of that Stakeholder Organization only in the event that the Representative is not present at a duly convened WCC Meeting.  Every Alternate shall, at all times, have the right to attend every duly convened WCC Meeting, receive copies of all WCC Meeting agendas, agenda items, and Minutes, and to participate in the discussion of all agenda items whether or not the Alternate is serving as the Voting Member at a given WCC Meeting.

4.03 Board:  “Board” shall mean the Board of Directors of the Westwood Community Council, Inc.

4.04 Chair:  “Chair” shall mean the current presiding officer of the Board of Directors of the Westwood Community Council, Inc.

4.05 Chair Emeritus:  “Chair Emeritus” shall mean the immediate past presiding officer of the Board of Directors.  If the immediate past Chair is unable or unwilling to serve as Chair Emeritus, this position shall be filled by the most recent past Chair willing and able to serve.  Such person shall be a non-Voting Member of the Board.

4.06 Community:  “Community” shall mean the Westwood community in the City of Los Angeles, the geographic area described, and depicted on the map, in Appendix A, which area is substantially the same as the boundaries of the City of Los Angeles Westwood Community Plan Area.

4.07 Community Council:  “Community Council” shall mean the Westwood Community Council, Inc.

4.08 Council:  “Council” shall mean the Westwood Community Council, Inc.

4.09 Director:  “Director” shall mean a Member of the Board of Directors of the Westwood Community Council, Inc.

4.09 Executive Committee:  “Executive Committee” shall mean the committee defined in Article X, Section 10.03.

4.11 Legal Advisor:  “Legal Advisor” shall mean the attorney selected by the Members of the Board, upon the recommendation of the Representation Committee, who is a member of the California State Bar, or other qualified attorney, who shall advise the WCC on legal matters.  Such person shall be a non-Voting Member of the Board.

4.12 Member of the Board:  “member of the Board” shall mean the natural person designated as the Representative or Alternate to represent a Stakeholder Organization or as a Member-at-Large on the Board of Directors of the Westwood Community Council, Inc.  The term “Member of the Board” also shall include the Chair Emeritus, the Legal Advisor, and the UCLA Chancellor’s representative and alternate, if any, all of whom shall be non-Voting Members.

4.13 Member-at-Large:  “Member-at-Large” shall mean a natural person chosen pursuant to Article VI, Section 6.08, to represent all Stakeholders on the Board of Directors of the Westwood Community Council, Inc.

4.14 Nominating Committee:  “Nominating Committee” shall mean the committee defined in Article X, Section 10.05.

4.15 Quorum:  “Quorum” shall mean a simple majority of the Voting Members of the Board then seated, not counting vacant, suspended, or unfilled seats, if any.

4.16 Representation Committee:  “Representation Committee” shall mean the committee defined in Article X, Section 10.04.

4.17 Representative:  “Representative” shall mean the duly selected or elected natural person of a Stakeholder Organization who shall serve as the Voting Member on the Board of Directors representing that Stakeholder Organization whenever that Representative is present at a duly convened WCC Meeting.

4.18 Stakeholders:  “Stakeholders” shall mean the individuals who reside, own real property, or are owners, members, or participants with a substantial nexus in a business, organization, or educational institution located in Westwood.

4.19 Stakeholder Organization:  “Stakeholder Organization” shall mean each entity, association, or organization, or group of entities, associations, or organizations, that is listed on Appendix B and is thereby entitled to representation on the WCC.

4.20 Standing Rules:  “Standing Rules” shall mean the rules adopted from time to time by the Board as needed pursuant to Article XXIV and generally relate to procedures of less permanence than Bylaws.

4.21 UCLA:  “UCLA” shall mean the University of California, Los Angeles.

4.22 UCLA Chancellor’s representative:  “UCLA Chancellor’s representative” shall mean the representative and alternate representative, if any, appointed by the current UCLA Chancellor to the Board of Directors of the Westwood Community Council, Inc.  Such UCLA Chancellor’s representative and alternate, if any, shall be a non-Voting Member of the Board.

4.23 Voting Member:  “Voting Member” shall means the Representative, provided, however, that if the Representative is not present at a regular or special meeting, the Alternate shall be the Voting Member.

4.24 Westwood:  “Westwood” shall mean the geographic area of the City of Los Angeles described in, and depicted on the map, in Appendix A of these Bylaws, which area is substantially the same as the boundaries of the City of Los Angeles Westwood Community Plan Area.

4.25 WCC:  “WCC” shall mean the Westwood Community Council, Inc.

4.26 WCC Meeting:  “WCC Meeting” shall mean a meeting of the Board of Directors of the Westwood Community Council, Inc.

ARTICLE V:  MISSION, PURPOSES AND POLICIES

5.01 Mission:  The Mission of the Westwood Community Council is to enhance, improve, and protect the economic viability and quality of life in Westwood  and to promote the common good of its Stakeholders.

5.02 Purposes:  The specific purposes of the Westwood Community Council shall be:

A.To promote and support the Westwood community;

B.To provide a forum for the consideration, discussion, and review of Community issues of interest to all Stakeholders in Westwood;

C.To be an advocate for Westwood to elected officials, governmental agencies, public and private regional planning entities, and other private public and organizations upon those issues that the WCC selects, and where there is broad Community agreement as reflected by a two-thirds (2/3) majority vote of the Board Members present, excluding abstentions, at a duly constituted WCC Meeting where a Quorum is present;

D.To assist and serve as an advisory body on issues relating to Westwood to all federal, state, county, city, and other regional and local municipal governmental agencies, entities, and commissions, as well as private organizations and persons, including but not limited to Los Angeles City Council District 5 and the Office of the Mayor;

E.To assist other organizations in Westwood desiring help with accomplishing their objectives or projects that the WCC chooses to support; and

F.To undertake all other actions that might be necessary or appropriate to accomplish these purposes and to engage in such other activities, other than a credit union business, for which a corporation may be organized and as are permitted by law.

5.03 Policies:  The policies of the Westwood Community Council shall be:

A.To inform all Members of the Board, who shall communicate with their Stakeholders, about issues and news relating to matters before the WCC;

B.To endeavor to conduct all business in a professional and ethical manner and respect the dignity and expression of viewpoints of all Stakeholders, including individuals, groups and organizations involved in this Community Council;

C.To respect the autonomy and not to interfere with the internal affairs of any individual, group, or organization;

D.To allow any individual, group, or organization to speak out on any side of any issue at a WCC Meeting on which the individual or group or organization wants to be heard, provided the Chair may reasonably restrict the time and number of speakers on any side of an issue;

E.Not to represent any political parties nor endorse any candidate for political office;

F.Not to discriminate in any of its policies, recommendations or actions against any individual or group on the basis of race, religion, color, creed, national origin, ancestry, gender, sexual orientation, age, disability, marital status, income or political affiliation;

G.To encourage all Stakeholders to participate in all activities of this Community Council; and

H.To maintain fair, open, and transparent procedures for the conduct of Council business.

ARTICLE VI:  MEMBERSHIP

6.01 No Members:  This corporation shall have no members within the meaning of the California Corporations Code Section 7310 and related provisions.  Pursuant to Section 7310(b) of the California Nonprofit Mutual Benefit Corporation Law, any action which would otherwise require a vote of members of a Nonprofit Mutual Benefit Corporation shall require only a vote of the Directors.  All rights which would otherwise vest in the members of a Nonprofit Mutual Benefit Corporation shall vest in the Directors.

6.02 Affiliated Persons:  Pursuant to California Corporations Code Section 7333, the corporation may refer to persons affiliated with it as “member” provided  however that any such reference shall be nominal only, and such nominal members shall not have voting or statutory rights under the California Corporations Code, but shall only such rights as may be determined by the Board from time to time.  Any person dedicated to the purposes of this corporation may be eligible for nominal membership on approval of the Board.  The Board may establish one or more classes of nominal members, who may be referred to as “members,” “associates,” “supporters,” “patrons,” “sponsors,” “President’s Council,” “Advisory Board,” “Honorary Board,” “Gold Circle,” “Platinum Circle,” and/or such other designations, and with such requirements, characteristics and perquisites, as may be determined by the Board from time to time.

6.03 Number:  The Board of Directors of the Westwood Community Council, Inc. shall consist of no fewer than eleven (11) and not more than twenty-five (25) Voting Members, and also shall have not more than three (3) non-Voting Members, which shall include the Chair Emeritus, the Legal Advisor, and a representative of the UCLA Chancellor, if any, unless changed by an amendment to these Bylaws.  The exact number of Directors shall be fixed, within those limits, by a resolution adopted by the Board of Directors, from time to time.  That number so fixed by the Board shall constitute the number of Directors authorized for the purpose of determining a Quorum.  The composition of the Board of Directors is listed in Appendix B and explained in detail in Appendix C of these Bylaws, which are incorporated herein by this reference.

6.04 Members of the Board:  It is the intention that the Members of the Board of the WCC shall represent the diverse Stakeholders in Westwood.

A.Each of the six (6) Geographic Zone Stakeholder Organizations listed in Section A of Appendix B of these Bylaws shall select one (1) Representative and one (l) Alternate who shall be Stakeholders who shall represent their Geographic Zone Stakeholder Organization on the WCC Board in accordance with Article X, Section 10.04.A.

B.The Board of Directors of the WCC also shall include one (1) Representative and one (1) Alternate from each of the ten (10) Organizational Stakeholder Categories listed in Appendix B of these Bylaws, which are denoted as Categories C, D, E, I, J, K, L., M, N, and O.  All such Organizational Stakeholder Representatives and their Alternates shall be Stakeholders nominated by the Representation Committee for election by vote of the Board of Directors in accordance with Article X, Section 10.04.B.

C.The Board of Directors of the WCC also shall include one (1) Representative and one (1) Alternate from each of the four (4) Special Stakeholder Categories listed in Appendix B of these Bylaws, which are denoted as Categories B, F, G, and H.  All such Organizational Stakeholder Representatives and their Alternates shall be Stakeholders nominated by the Representation Committee for election by vote of the Board of Directors in accordance with Section 6.07 of this Article VI.

D.The Board of Directors of the WCC also shall include three (3) Members-at-Large and one (1) Alternate for each of the three (3) Members-at-Large, as listed in Appendix B of these Bylaws as Category P.  All Members-at-Large and their Alternates shall be Stakeholders nominated by the Representation Committee for election by vote of the Board of Directors in accordance with Section 6.08 of this Article VI.

E.The Board of Directors of the WCC also shall include not more than three (3) non-Voting Members who shall be the Chair Emeritus, a Legal Advisor, and a UCLA Chancellor’s representative and alternate representative, if any.

F.All duly selected or elected Representatives and Alternates shall be Members of the WCC; provided, however, that only the Representative, or Alternate only when replacing an absent Representative, is referred to in these Bylaws as a Voting Member and may vote at meetings of the Board.

G.Any other organization of Stakeholders that is not listed on Appendix B, and that believes it is not adequately represented by a Stakeholder Organization on Appendix B, may submit an application to the WCC for inclusion as a Stakeholder Organization stating the purpose of the organization and a description of the nature and number of its Stakeholders, and may be added to Appendix B, as an additional Stakeholder Organization or as part of a group of Stakeholders, if recommended by the Representation Committee as described in Article X, Section 10.04 herein and approved by a majority of all Voting Members.

H.The Members of the Board of Directors may be referred to collectively as the “Board” of the WCC and shall serve as the governing body of the WCC.

6.05 Selection of Representatives and Alternates:  Each Stakeholder Organization entitled to select a Representative and Alternate to serve on the Board of Directors shall do so from Stakeholders in that Stakeholder Organization and, upon request of the WCC Chair, the presiding officer of the Stakeholder Organization shall certify in writing a list of its current board members, the names, addresses, telephones and emails of its Representative and Alternate, a description of the method of their selection, and a description of how the Representative and Alternate will communicate about Westwood issues and news with their Stakeholders.  In any dispute among members of a group with respect to who shall be the Representative for the group, the Representation Committee shall make a recommendation and the selection of the Representative and Alternate shall be decided by majority vote of the Voting Members.

6.06 Election:  Directors shall be elected by a simple majority vote of the Directors present at a duly held meeting of the Board of Directors, from the slate presented by the Representation Committee.  Voting for Directors shall be by written secret ballot.  If the number of Directors then in office is less than a Quorum, then Directors may be elected by:  (a) unanimous written consent of the Directors then in office; (b) the affirmative vote of a majority of the Directors then in office at a duly noticed meeting; or (c) a sole remaining Director.

6.07 Special Category Stakeholder Representatives and Alternates:  Every two (2) years on each even year, the WCC shall notify all Stakeholders in Westwood, by publication in a local newspaper, if any, posting online atwww.westwoodcommunitycouncil.org or its current website, and posting in a publicly visible location inside the Westwood Branch of the Los Angeles Public Library located at 1246 Glendon Avenue, in the same manner as posting Agendas and Notices for WCC meetings, that they may submit a written application to be a Representative or Alternate to represent the following five (5) Special Stakeholder Categories.  (NOTE: the letters used below match the designations in Appendix B of these Bylaws):

B.  Westwood Community Multi-Family Residential Stakeholders;

E.  Westwood Village Commercial Property Stakeholders:

F.   Wilshire Commercial Corridor Stakeholders;

G.  Westwood South of Wilshire/Sepulveda Boulevard Business Stakeholders; and

H. Westwood South of Wilshire/Sepulveda Boulevard Commercial Property Owner Stakeholders

Applicants shall submit a letter of application indicating their qualifications to represent one or more of the Special Stakeholder Categories to the Chair of the Representation Committee.  The Representation Committee shall review the candidates and submit its recommendations to the Voting Members.  The Voting Members shall elect one (1) Representative and one (1) Alternate for each of the four (4) Special Stakeholders Categories listed above from the candidates recommended by the Representation Committee.  The Special Category Stakeholder Representatives and Alternates may be affiliated with a Stakeholder Organization.

6.08 Members-at-Large of the Board of Directors:  Every two (2) years on each even year, the WCC shall notify all Stakeholders in Westwood, by publication in a local newspaper, if any, posting online atwww.westwoodcommunitycouncil.org or its current website, and posting in a publicly visible location inside the Westwood Branch of the Los Angeles Public Library located at 1246 Glendon Avenue, in the same manner as posting Agendas and Notices for WCC meetings, that any Stakeholder may submit a written application to become a Member-at-Large of the Board of Directors.  The Representation Committee shall review the candidates and shall and submit its recommendations to the Voting Members.  The Voting Members shall elect up to three (3) Members-at-Large and an Alternate for each Member-at-Large seat from the candidates recommended by the Representation Committee.  A Member-at-Large and an Alternate Member-at-Large may be affiliated with a Stakeholder Organization.

6.09 Non-Voting Members:  The Board of Directors of the WCC also shall include the following three (3) non-Voting Members:

A.The immediate past presiding officer of the Board of Directors, or the most recent past Chair able and willing to serve, who is not otherwise a Member, shall serve as Chair Emeritus and shall be a non-Voting Member.

B.Upon the recommendation of the Representation Committee, the Members shall select an attorney who is a member of the California State Bar, or if no member of the California State Bar is willing to serve in this capacity, any qualified attorney who is a Member of the Board, to serve as Legal Advisor to the WCC, who shall be a non-Voting Member.

C.The UCLA Chancellor, if he or she so desires, may designate a representative and an alternate representative to the Board who shall be a non-Voting Member.

D.If a Voting Member is the Chair Emeritus or is selected as Legal Advisor, the Member shall retain the right to vote on the Board of Directors.

6.10 Term:  Each Member of the Board shall be elected to serve for a term of two (2) years beginning on January 1 and ending on December 31 of the second year.  There shall be no limit on the number of consecutive terms that a person may be a Member.  Representatives and Alternates shall continue as Members for their entire term unless they are removed pursuant to Section 6.14 of this Article VI, resign pursuant to Section 6.13 of this Article VI, are unable to serve, are duly replaced by the Stakeholder Organization in a Zone on Appendix B that selected them or, with respect to Representatives and Alternates from other than Zones on Appendix B, following the recommendation of the Representation Committee, are duly replaced by the majority vote of the Voting Members.  In the event of the early expiration for any reason of the term of both a Member-at-Large and the Alternate for that Member-at-Large, the Representation Committee shall submit its recommendation to fill the position, and the other Voting Members shall select a substitute to serve as Member-at-Large until the next election pursuant to Section 6.08 of this Article VI.  In the event a Stakeholder Organization in a Zone on Appendix B has failed to select a Representative or Alternate, or has been inactive for six (6) months, the Representation Committee may give notice to eligible Stakeholders of that Stakeholder Organization, and a Representative may be elected following the same procedures used for selecting a Member-at-Large.  For example, if a homeowner association fails to select a representative or fails to pay its dues, the notice would be provided to eligible Stakeholders within the geographic boundaries of that homeowner association in order to afford the opportunity of representation on the WCC to those Stakeholders.  The Board of Directors in its discretion may from time to time adopt staggered terms for Directors by dividing the total number of Directors into groups of one (1) or more Directors, and specifying the terms of office of the several groups and the number of Directors in each of group, neither of which need be uniform.  All Directors shall hold office until their respective successors are elected and qualified, except in the event of resignation, removal, disqualification, incapacitation, or death, in which case the vacancy so created shall be filled by the Board for the unexpired term of the predecessor.

6.11 Duties:  A Member of the Board of Directors shall perform the duties of a Member in good faith, in a manner such Member reasonably believes to be in the best interests of the WCC (recognizing that he or she also serves as a representative of certain Stakeholders) and with such care as an ordinarily prudent person would use under similar circumstances.  A Member shall regularly communicate about Westwood issues and news with the Stakeholder Organization and the Stakeholders represented by the Member as a Representative or Alternate.  All Representatives and Alternates shall consistently attend and participate in all WCC meetings and meetings of WCC committees on which he or she agrees to serve.

6.12 Dues:  The WCC shall establish a dues structure as follows:

A.Annually, the Board of Directors, on recommendation of the Treasurer/Chief Financial Officer, shall determine an amount of dues to be paid by each Stakeholder Organization eligible to be represented on the Board.

B.The Board shall have the power to exempt any Stakeholder Organization or individual Member from the responsibility to pay dues by majority vote, provided however that the total amount of dues to be collected in each fiscal year shall be sufficient to provide Errors and Omissions insurance and General Liability insurance for all Members of the Board, reasonable operating expenses for the Council including costs associated with maintaining a WCC website, and any other reasonable expenses as the Board shall determine.

C.Any Stakeholder Organization which fails to pay its assessed dues to the WCC shall forfeit its vote on the Board until such time as all dues in arrears are paid.

6.13 Resignation:  Except as provided below, any Director may resign by giving written notice to the Chair of the Board or the Secretary of the Board.  The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective.  If a Director’s resignation is effective at a later time, the Board may elect a successor to take office as of the date when the resignation becomes effective.  Except upon notice to the California Attorney General, no Director may resign if the corporation would be left without a duly elected Director or Directors.

6.14 Removal of Directors for Cause:  Subject to Article XII, Section 12.04, the Members of the Board of Directors may remove another Member of the Board for cause, by a two-thirds (2/3) vote of Members of the Board voting at a duly noticed meeting of the Board.  For purposes of this Section 6.14 of Article VI, “for cause” shall mean:  (a) violating any applicable section of the California Corporations Code or other applicable state law, code, or statute, the Articles of Incorporation, these Bylaws, or the Standing Rules, including without limitation, the duties of a Member of the Board of Directors set forth in Section 6.12 of this Article VI; the standard of conduct of a Director set forth in Article XIII, Sections 13.01 and 13.02; the duty to disclose conflict of interest set forth in Article XIV, Sections 14.01 and 14.02; and the provisions of the Mission, Purposes, and Policies of the corporation set forth in Article V, Sections 5.01, 5.02, and 5.03; (b) engaging in any fraudulent or dishonest act or gross abuse of authority or discretion relating to affairs or activities of the WCC; (c) missing three (3) consecutive meetings or one-half (1/2) of the meetings in a twelve (12) month period; (d) incapacitation or inability to perform the duties of a Board Member; or (e) serious and repeated failure to perform the duties of a Board Member.  For the purposes of this Section 6.14 of Article VI, “missing a meeting” shall mean a regular or special meeting of the Board at which neither the Representative nor the Alternate was in attendance for that meeting, in which case both the Representative and the Alternate shall be deemed to have missed that meeting.  In the event a Member is removed pursuant to this Section 6.14 of Article VI, the Secretary shall promptly send written notice to the removed Member and to the Stakeholder Organization that selected the removed Member, asking that another Representative be selected.  No person removed pursuant to this Section 6.14 of Article VI shall be eligible to represent any Stakeholder Organization or serve as a Member-at-Large for a period of four (4) years from the date that such person was removed.  Any vacancy caused by the removal of a Director by the Members of the Board shall be filled.  Any reduction of the authorized  number of Directors shall not result in any Director being removed before his or her term of office expires.

6.15 Vacancy:  A vacancy or vacancies on the Board of Directors shall occur in the event of:  (a) the resignation, removal, disqualification, incapacitation, or death of any Director; (b) the declaration by Board resolution of a vacancy in the office of a Director who has been declared of unsound mind by a final court order, convicted of a felony, found by a final order of judgment of any court to have breached any duty arising under Section 7230 et. seq. of the California Corporations Code, or, if the corporation holds assets in charitable trust, found by a final order of judgment of any court to have breached any duty arising under Section 7238 et. seq. of the California Corporations Code, and following the California Nonprofit Mutual Benefit Corporation Law; (c) has failed to attend such minimum number of Board meetings as may be specified by the Board from time to time; (d) an increase in the authorized number of Directors; or (e) a failure of the Members, at any meeting at which any Director or Directors are to be elected, to elect the number of Directors required to be elected at that meeting.

6.16 Limitation on Interested Persons:  Not more than forty-nine percent (49%) of the persons serving on the Board may be an interested person within the meaning of California Corporations Code Section 5227.  An “interested person” is:  (a) any person currently being compensated by the corporation for services rendered to it within the previous twelve (12) months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director; or (b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of such person.  However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the corporation.

ARTICLE VII:  POWERS OF THE BOARD

7.01 General Powers of the Board:  Subject to the provisions and limitations imposed by the California Corporations Code, the California Nonprofit Mutual Benefit Corporation Law, as well as any other applicable laws, codes, and statutes, and subject to any limitations of the Articles of Incorporation or by these Bylaws, all corporate powers shall be exercised under the authority of the Board, and all of the business, activities, and affairs of the corporation shall be under the direction of the Board.  The Board may delegate the management of the activities of the corporation to any person or persons, management company, or committee however composed, provided that all business, activities, and affairs of the corporation shall be managed, and all corporate powers shall be exercised, under the ultimate direction of the Board.

7.02 Specific Powers of the Board:  Without prejudice to the general powers set forth in Section 7.01 of this Article VII of these Bylaws, but subject to the same limitations, the Board shall have the power to do all of the following:

A.Remove, at the pleasure of the Board, all corporate officers, agents, and employees; prescribe powers and duties for them as are consistent with the law, the Articles of Incorporation, and these Bylaws; fix their compensation, if any, and require from them security for faithful service.

B.Change the principal office or the principal business office in California from one location to another; cause the corporation to be qualified to conduct its activities in any other state, territory, dependency, or county; conduct its activities in or outside California, and designate a place in or outside California for holding any meeting of its Members.

C.Adopt and use a corporate seal; prescribe the forms of membership certificates; and alter the forms of the seal and certificates.

D.Adopt, amend or repeal Bylaws, unless doing so would materially and adversely affect the Members’ rights as to voting.

E.Make contracts.

F.Sue and be sued.

G.Receive property by devise or bequest, subject to the laws regulating the transfer of property by will, and to otherwise acquire and to hold all property, real or personal, including shares of stock, bonds, and securities of other corporations.

H.Act as Trustee under any trust incidental to the principal objects of the corporation, and to receive, hold, administer, and expend funds and property subject to such trust.

I.Convey, exchange, lease, mortgage, encumber, transfer upon trust, or otherwise dispose of all property, real and personal.

J.Borrow money and incur indebtedness on the corporation’s behalf and cause to be executed and delivered for the corporation’s purposes, in the corporation name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidence of debt and securities to secure payment or performance of its obligations.

K.Undertake all other acts necessary or expedient for the administration of the affairs and attainment of the purposes of the corporation, and to otherwise have and exercise all rights and powers conferred on nonprofit corporations under the laws of the State of California.

L.Exercise all such other powers as are enumerated under, and in accordance with, any applicable federal and state laws, codes, and statutes, the Articles of Incorporation, and these Bylaws.

ARTICLE VIII:  MEETINGS

8.01 Meetings Shall Be Public and Accessible:  All regular and special meetings of Members of the Board of Directors of the WCC shall be open to the public and to the news media, except for confidential matters which relate to personnel issues or litigation.  All meetings shall be held within the boundaries of Westwood in a physically accessible location that complies with the Americans with Disabilities Act.

8.02 Schedule of Regular and Special Meetings:  The WCC shall meet quarterly or more often at regular intervals, at a date, time, and place established by the Board, and at each meeting, the date, time and place of the next meeting shall be announced.  Special meetings may be called by any two (2) officers or a majority of all Voting Members by giving written notice (by email or fax) at least twenty-four (24) hours in advance.

8.03 Agendas and Notice:

A.Any Member of the Board may request an item to be placed on the Agenda for the next Meeting by written notice to the Chair at least one (1) week before the scheduled Meeting date; provided, however, the Chair shall set the Agenda for all Meetings.  The Agenda for all regular meetings shall include time for Public Comment, which may be limited by the presiding officer to a total of ten (10) minutes and one (1) minute per person.

B.The WCC shall notify Stakeholders in Westwood of all regular and special meetings of the Board by posting the Agenda and Notice of Meeting, stating the date, time, and location of the meeting, online at www.westwoodcommunitycouncil.org or its current website and by distributing the Agenda and Notice of Meeting by email to all Members, as well as to any person or news media outlet requesting a copy,  in advance of a regular meeting and  of a special meeting; or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, or by telegram, or by fax; or in person by personal delivery; or by first-class mail at least four (4) days in advance; or by any other allowable means of providing notice permitted under the California Corporations Code.

8.04 Conduct of Meetings:  The Chair, or in the absence of the Chair, the Vice-Chair, shall preside over all meetings of Members.  The presiding officer may limit the total amount of time allocated to a particular issue and to each individual speaker.  To the extent practicable, the conduct of meetings shall be governed by the most recent edition of Roberts Rules of Order Newly Revised.

8.05 Public Comment:  Subject to the Chair’s discretion to limit the total amount of time allocated on particular issues and for each individual speaker, every member of the public attending a WCC Meeting shall have the opportunity to directly address the Board on any Agenda item, before or during the Board’s consideration of the item, and at the appropriate time for such comment, any item of interest to the public that is within the subject matter jurisdiction of the WCC, provided that no action shall be taken on any item not appearing on the posted and distributed agenda.  Public comment may be limited by the presiding officer to a total of ten (10) minutes per subject and one (1) minute per person.  Every member of the public wishing to address the Council must complete a speaker’s request form prior to speaking and submit it to the Board Secretary.

8.06 Minutes:  Minutes of all WCC meetings shall be sent in a timely fashion to all Board Members, both Representatives and their Alternates, and to such others in the Community as the Board directs, and shall be available to the public.

8.07 Order of Business:  The Order of Business for the Board generally shall be as follows, subject to the Chair’s discretion to rearrange the order of agenda items:

1.Reading of the WCC’s Mission from the Bylaws

2.Introduction of the Board and Audience

3.Certification of Quorum

4.Reading and Adoption of the Minutes of the Previous Meeting

5.Consideration of the Agenda

6.Treasurer/Chief Financial Officer’s Report

7.Announcements and Concerns from Board Members

8.Reports of Committees

9.Old Business

10.New Business

11.General Public Comment

12.Adjournment

8.08 Alternative Meetings:  Directors may participate in duly noticed meetings, regular or special, through the use of telephone conference call technology, video screen communication, or similar communications equipment, so long as all participating Directors can hear one another.

8.09  Action Without Meeting:  Any action required or permitted to be taken by the Board may be taken without a meeting, if all Members of the Board, individually or collectively, consent in writing to such action.  Such unanimous written consents shall be filed by the Secretary with the Minutes of the Board.  For purposes of this section, “all Members of the Board” shall not include Directors, if any, who have a material financial interest in a transaction to which the corporation is a party.

8.10  Waiver of Notice:  Notice of a meeting need not be given to any Director who signs a waiver of notice or a written consent to holding a meeting, or an approval of the Minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such meeting.  All waivers, consents, and approvals shall be filed by the Secretary with the corporate records or made a part of the Minutes of the meeting.

8.11 Quorum and Vote:  A simple majority of the Voting Members of the Board then seated, not counting vacant, suspended, or unfilled seats, if any, constitutes a Quorum of the Board for the transaction of business.  A meeting at which a Quorum is initially present may continue to transact business despite the withdrawal of Directors, provided that any action or decision made of a purely administrative or ministerial nature is approved by at least a majority of the required Quorum for that meeting.  Unless a two-thirds (2/3) vote is expressly required under these Bylaws, including votes on substantive and policy matters of the Council, a vote by a simple majority of the Directors present at a meeting duly held at which a Quorum is present is the act of the Board.

8.12 Interested Directors; Common Directorships:  In any matter involving an “interested Director” within the meaning of California Corporations Code Section 8322, or where there is a common directorship within the meaning of the California Corporations Code, the vote of any interested or common Directors shall not be counted; provided however that their presence shall be counted for the purpose of determining a Quorum.

8.13 Adjournment:  A majority of Directors present, whether or not a Quorum is present, may adjourn any meeting to another time and place.  If the meeting is adjourned for more than twenty-four (24) hours, notice of adjournment to another time and place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

ARTICLE IX:  QUORUM AND VOTING

9.01 Quorum Requirement:  No formal meeting of the Members shall be held, or business conducted, or votes taken in the absence of a Quorum.  A Quorum shall consist of a simple majority of the Voting Members of the Board then seated, not counting vacant, suspended, or unfilled seats, if any.

9.02 Voting Requirements:  A two-thirds (2/3) majority vote of Board Members present, excluding abstentions, at a meeting duly convened at which a Quorum is present, shall be required to pass motions that deal with substantive and policy matters of the Council.  A simple majority vote of more than one-half (1/2) of Board Members present, excluding abstentions, at a meeting duly convened at which a Quorum is present, shall be required to pass motions of a purely administrative or ministerial nature (i.e., approval of the Agenda, approval of Minutes, Treasurer/Chief Financial Officer’s reports, and motions to adjourn), subject to the more stringent provisions of the California Nonprofit Mutual Benefit Corporation Law, including, without limitation, the provision on: (a) approval of contracts or transactions between this corporation and one (1) or more Directors or between this corporation and any entity in which a Director has a material financial interest; and (b) indemnification of Directors.  A meeting at which a quorum is initially present may continue to transact business despite the withdrawal of one (1) or more Directors, so long as any action taken or decision made is approved by at least the minimum number of Directors required under these Bylaws.  Except as otherwise required by law, the Articles, or these Bylaws, the Directors present at a duly called or held meeting at which a quorum is present may continue to transact business or pass motions of a purely administrative or ministerial nature until adjournment, even if a sufficient number of Board members have withdrawn leaving less than a quorum, provided any action taken (other than adjournment) is approved by a majority of the members of the Board.

9.03 Fractions:  If two-thirds (2/3) vote is one-half (1/2) or more, the fraction will go to the next highest whole number.  If two-thirds (2/3) vote is less than one-half (1/2), the fraction will revert to the next lowest number.

Examples:25 members(16 2/3) – 17 votes to carry

24 members16 votes to carry

23 members(15 1/3) – 15 votes to carry

22 members(14 2/3) – 15 votes to carry

21 members14 votes to carry

20 members(13 1/3) – 13 votes to carry

19 members(12 2/3) – 13 votes to carry

18 members12 votes to carry

17 members(11 1/3) – 11 votes to carry

16 members(10 2/3) – 11 votes to carry

15 members10 votes to carry

14 members(9 1/3) – 9 votes to carry

13 members(8 2/3) – 9 votes to carry

12 members8 votes to carry

11 members(7 1/3) – 7 votes to carry

9.04 Proxies and Absentee Ballots:  Voting by proxy or absentee ballot shall not be permitted at any time.

9.05 Manner of Voting:  Subject to Section 9.04 above of this Article IX, voting shall be by voice or by ballot, or any other manner adopted by a majority of those Voting Members in attendance, except that any election of Directors or Officers must be by written secret ballot.

9.06 Action by Unanimous Written Consent:  Any action required or permitted to be taken by the Members of the Board may be taken without a meeting, if all Members consent in writing to the action.  The written consent or consents shall be filed with the Minutes of the next Regular or Special meeting of the Board. The action by unanimous written consent shall have the same force and effect as a unanimous vote of the Members.

9.07 Presiding Officer:  The presiding officer may vote on all motions.

9.08 One Vote Only Per Zone or Category:  Each Representative, or Alternate replacing the Representative, shall have one (1) vote.  The Alternate may vote only when the Representative is absent.

9.09  Suspension of Absent Representative or Alternate:  If a Representative fails to attend three (3) consecutive regular meetings of the Council and the Alternate fails to attend in place of the Representative, then the Chair or presiding officer may at his or her discretion temporarily suspend that Representative and/or Alternate for purposes of voting or constituting a Quorum at one or more future meetings, until he or she next attends a regular meeting.  If a Representative fails to attend three (3) consecutive regular meetings of the Council without a compelling reason, the Chair or presiding officer may declare that seat vacant.

ARTICLE X:  COMMITTEES

10.01 Establishment and Membership on Standing Committees and Ad Hoc Committees:  The Board of Directors shall have the authority to establish and appoint such committees of two (2) or more persons, including without limitation, Standing Committees and Ad-Hoc Committees, as it may determine from time to time are necessary or appropriate in the conduct of the affairs of the WCC.  The chair of each committee (or at least one co-chair, if more than one chair is appointed for a committee) shall be a current Director.  The Board may appoint Directors or non-Director Stakeholders who are not Members to serve as additional members of any other such committee, and may authorize the chairs to appoint as members of their respective committees such additional Directors or non-Director Stakeholders who are not Members as they may deem appropriate to accomplish the purposes of said committee; provided however that only Directors may be members of the Executive Committee, Representation Committee, and Nominating Committee.  Committee chairs also may create such sub-committees as they deem necessary.  All committee chairs and committee members shall serve at the pleasure of the Board.  No committee, other than the Executive Committee, shall have the authority of the Members.

10.02 Committee Functions:  With the exception of the Executive Committee, the Board retains ultimate decision-making authority over all matters, and the committees shall function only to bring recommendations to the Board.  All committees and sub-committees shall keep written Minutes of their proceedings, which shall also be filed by the Secretary with the Minutes of the Board.  The provisions of Article VIII above regarding notice, waiver of notice, alternative meetings, actions without meeting, quorum and votes, and adjournment also shall apply to the committees mutatis mutandis.

10.03 Executive Committee:  The Board of the WCC shall have an Executive Committee as follows:

A.  The Executive Committee shall consist of six (6) Voting Members, including the four (4) current Elected Officers of the WCC, two (2) other Voting Members elected by the Board, the Chair Emeritus who shall be a non-Voting Member of the Executive Committee, and the Legal Advisor who shall be a non-Voting Member of the Executive Committee.  The Chair of the WCC also shall serve as chair of the Executive Committee.  The Executive Committee shall have the authority of the Members in urgent situations, and all actions taken shall be reported to the Members at the next regular meeting of Members.  A quorum of four (4) Voting Members of the Executive Committee present in person or by telephone conference call shall be sufficient, and all matters shall be decided by a majority vote of the Voting Members present.

B.  This Committee, by a majority vote, shall act for the WCC only on matters which require immediate WCC action that cannot otherwise be completed in the usual course of WCC business.  The Chair shall report any actions taken by the Executive Committee to the Board at the next meeting of the WCC following any action taken by the Executive Committee.

C.  The Executive Committee expressly shall not have the authority to do any of the following acts, which authority expressly shall be reserved by the Board:  (a) any action which, under law or by the provision of these Bylaws, requires the approval of the Board of Directors; (b) fill vacancies on the Board or on the Executive Committee; (c) amend or repeal the Bylaws, or adopt new Bylaws; (d) amend or repeal any resolution of the Board which by its express terms is not so amendable or repealable; (e) appoint committees of the Board or the members thereof, which committees would have the authority of the Board; (f) fix compensation of Directors for serving on the Board or on any committee; and (g) approve any self-dealing transaction except as provided in California Corporations Code Section 8322, the California Nonprofit Mutual Benefit Corporation Law.

10.04 Representation Committee:  Each year, at the first regular meeting of the WCC, or special meeting of the WCC if scheduled for that purpose, the Board shall appoint, on nomination of the Chair, a Representation Committee of not fewer than three (3) Members to serve for the calendar year.  The responsibility of the Representation Committee shall include the review of candidates for a position as Representative or Alternate for a Stakeholder Organization (other than for a Geographical Zone Stakeholder Organization, or business association), and for candidates for a position as Member-at-Large and Alternate Member-at-Large, and to submit its recommendations to the Voting Members.  The Representation Committee also shall be responsible for selecting a candidate to serve as Legal Advisor and submitting its recommendation to the Voting Members.

A.Geographical Zone Stakeholder Representatives and Alternates:

1)The following six (6) Stakeholder Organizations listed in Appendix B of these Bylaws are classified as Geographical Zone Stakeholder Organizations:

ZONE 1:  Westwood Hills Property Owners Association (WHPOA);

ZONE 2:  North Westwood Village Residents Association (NWVRA);

ZONE 3:  Holmby-Westwood Property Owners Association

(HWPOA);

ZONE 4:  Wilshire Corridor Condominium Presidents Association;

ZONE 5:  Westwood Homeowners Association (WHA); and

ZONE 6:  Comstock Hills Homeowners Association (CHHOA);

2)One (1) Representative and one (1) Alternate shall be selected by each of these six (6) Geographical Zone Stakeholder Organizations that represent their respective geographical Zone.

3)Geographical Zone Representatives and Alternates shall be residents of their respective Geographical Zone.

B. Organizational Stakeholder Representatives and Alternates:

1)The following nine (9) Stakeholder Categories, each of which comprises one (1) or more Stakeholder Organizations, are classified as Organizational Stakeholders.  (NOTE: the letters used below match the designations in Appendix B of these Bylaws):

C.  Westwood Senior Living/Retirement/Assisted Living Residential;

D.  Westwood Village Business Association;

I.   Educational Institutions – Public and Private Schools (PK-12);

J.   Environmental/Land Use Organizations;

K.  Service and Civic Groups/Recreational Organizations;

L.  Arts/Cultural Institutions;

M.  Religious Institutions;

N.  UCLA Student Associations; and

O.  UCLA Faculty and Staff Associations

2)The Stakeholder Organization to represent each Category in which there are two (2) or more Stakeholder Organizations listed shall be determined annually by as set forth herein and in the footnotes to Appendix B.

3)Annually, on a date established by the Board on recommendation of the Representation Committee, the Chair or the Chair’s designee shall give notice to all Stakeholder Organizations of the requirement for written certification of the appointed Representative and/or Alternate Representative.

4)The designated Stakeholder Organization shall select a person to be its Voting Representative to the Board.

5)The Stakeholder Organization scheduled to represent the Category in the following year shall select an Alternate Representative to the Board for the current year.  The Alternate Representative is encouraged to attend all Board meetings and participate in Board deliberations and to vote in the absence of the Representative.

6)Each Representative and Alternate Representative shall be responsible to the Stakeholder Organization he or she represents.

7)The Stakeholder Organization shall be required to send to the Board a written certification of the name, address, email if available, and telephone number of its Representative or Alternate Representative as the case may be, and optionally, the Stakeholder Organization’s mission statement or brief description of its function.

8)In the case of rotating Stakeholder Organizations, if the designated Stakeholder Organization fails to select a Representative by the date established by the Board on recommendation of the Representation Committee, the next Stakeholder Organization in line shall be eligible for that position and the next following Stakeholder Organization shall serve as Alternate.  In the case of a single Stakeholder Organization in a Stakeholder Category, the Stakeholder Organization shall retain its voting rights until a date established by the Board on recommendation of the Representation Committee.  Thereafter, the voting rights will be reinstated when the Stakeholder Organization has complied with paragraph B(7) above.

9)If the seat of the Representative of a designated Stakeholder Organization is declared vacant pursuant to Article VI, Section 8, the Alternate Representative shall serve the remainder of the unexpired term and the next Stakeholder Organization in line shall designate an Alternate Representative. These Stakeholder Organizations shall retain the right to serve a full term in their respective positions the following year.

C.  Special Category Stakeholders and At-Large Representatives and Alternates:

1)The following six (6) Stakeholder Categories are classified as either Special Category Stakeholders or Members-At-Large.  (NOTE: the letters used below match the designations in Appendix B of these Bylaws):

B.  Westwood Community Multi-Family Residential Stakeholders;

E.  Westwood Village Commercial Property Stakeholders

F.   Wilshire Commercial Corridor Stakeholders;

G.  Westwood South of Wilshire/Sepulveda Boulevard Business Stakeholders;

H.  Westwood South of Wilshire/Sepulveda Boulevard Commercial Property Owner Stakeholders; and

P.  Members-at-Large

10.05 Nominating Committee:  Each year, at the first meeting of the year, the Board shall appoint, on nomination of the Chair, a Nominating Committee of not less than three (3) and not more than five (5) Members, excluding the Chair, to nominate candidates for the Elected Officer positions of Chair, Vice-Chair, Treasurer/Chief Financial Officer, and Secretary from among the current Voting Members.  At least one (1) member of this committee shall be a Geographical Zone Organizational Representative, and at least one (1) member shall be a Organizational Stakeholder Representative. Candidates must be active Members and may include members of the Nominating Committee.  Candidates for the office of Chair must be past or present Board members.  The Nominating Committee shall distribute by email, or by any other means permitted under these Bylaws, its list of proposed candidates not less than one (1) week before the WCC meeting at which the vote is scheduled to be taken.  In addition to the candidates of the Nominating Committee, any Voting Member may nominate any other Voting Member as a candidate for any Elected Officer position until such time as the presiding officer declares the nominations closed. Nominations shall not be closed until the meeting at which the election is held. Voting for Officers shall be by written secret ballot.

ARTICLE XI:  OFFICERS

11.01 Elected Officers:  The Elected Officers of the WCC and the Board shall consist of a Chair, a Vice-Chair, a Treasurer/Chief Financial Officer, and a Secretary.  These four (4) Elected Officers shall be elected by the Voting Members of the Board as provided in Section 11.05 of this Article XI.

11.02 Additional Officer:  The Additional Officer of the WCC and the Board shall consist of a Parliamentarian, which office shall be filled ex-officio by the Legal Advisor.  The Chair Emeritus shall not be considered an Officer of the Board, but shall serve as a non-Voting Member of both the Executive Committee and the Board, and as a resource and historian to the WCC.

11.03 Other Officers:  The corporation also may have such other officers as the Board may determine in its discretion from time to time, including, for example, more than one Vice-Chair, one or more Assistant Secretaries, one or more Assistant Treasurers/Assistant Chief Financial Officers, and a Chair-elect.  Any number of offices may be held by the same person, except that neither the Treasurer/ Chief Financial Officer nor the Secretary may serve concurrently as the Chair.

11.04 “Office of”:  The Board may, in its discretion,  create an “office of” for any position, so that more than one (1) person may be elected to the specific position, for example, an “office of the Chair” occupied by two (2) or more co-Chairs.  Each person elected to such an “office of” shall individually and collectively have all the duties and powers of that position.  Such persons also may allocated such duties and powers between them, as they shall mutually determine from time to time; provided however that each such person, acting alone, shall be vested with all of the duties and powers of such position, and any reference to that position in these Bylaws, any resolutions of the Board, and any other documents, instruments, or agreements shall refer to each of such persons acting alone.

11.05 Election of Officers:  At the first meeting of the WCC in each calendar year, the Voting Members shall elect officers who shall take office immediately and serve a term of one (1) year or until their successors are elected.  The voting shall be conducted by the chair of the Nominating Committee and be by written secret ballot.  A majority vote of those voting shall be necessary for election.  Ballots shall be counted by two (2) Members of the Board appointed by the Chair.  The numerical vote shall not be announced.  If there are more than two (2) candidates for an office and no one (1) receives a majority vote on the first ballot, a run-off election shall be held immediately between the two (2) candidates receiving the highest number of votes.  In the event of a tie, the election shall be decided by a single coin toss.  In the event of a permanent vacancy in an office due to resignation, removal, disqualification, incapacitation, death, or other cause, the presiding officer shall nominate a replacement, subject to majority approval by the Voting Members.  Subject to the limitations stipulated below, officers may be re-elected for an additional term or terms.

11.06 Resignation of Officers:  Any officer may resign at any time by giving written notice to the Board of Directors.  Any resignation shall take effect on the date of the receipt of that notice or at any later time specified in the notice.  Unless otherwise specified in the notice, the acceptance of the resignation by the Board shall not be necessary to make it effective.  Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

11.07 Removal of Officers:  Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed from office, with or without cause, by the Board of Directors at any duly noticed regular or special meeting of the Board.  A majority vote of those voting shall be necessary for removal.

11.08 Effect of Resignation or Removal of Officers:  The resignation or removal of a person as an officer shall affect only that person’s capacity as said officer, and shall not constitute resignation or removal of that person with respect to any other office or as a Director unless so specified in the written notice of resignation or in the removal action taken by the Board.  However, if a person ceases to be a Director for any reason, then his or her tenure in all offices held by that Director also shall terminate.

11.09 Vacancy of Office:  Vacancies in any office arising from any cause, including, but not limited to resignation, removal, disqualification, incapacitation, or death, may be filled by the Board of Directors at any duly noticed regular or special meeting of the Board, and shall be filled in the manner prescribed in these Bylaws for normal appointments to that office, provided, however, that vacancies need not be filled on an annual basis.

11.10 Authority:  The officers of the corporation shall have such authority, and shall perform such duties and term, as are provided by these Bylaws or as the Board may determine from time to time.

11.11 Chair:  Subject to the supervisory powers of the Board and the ultimate authority of the Voting Members, the Chair shall be the chief executive officer of the corporation, and shall have authority to direct and control the business and officers of the corporation.  The Chair shall have general supervision, direction and control of all business and activities of the WCC.  The Chair shall preside at all meetings of the Board and shall be an ex-officio member of all committees.  The Chair shall have the general powers and duties of management usually and customarily vested in the office of Chair of a nonprofit mutual benefit corporation, and shall have such other powers and perform such other duties as from time to time may be prescribed by these Bylaws or by the Board.  The Chair shall be ultimately responsible for ensuring that all books, reports, records, and certificates required by law are kept or filed.  The Chair shall be one of the Elected Officers who may sign the checks of the organization, and who may approve payments from WCC accounts.  The Chair may sign, with a Secretary or any other proper office of the WCC authorized by the Board, any instruments that the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws or by statute to some other officer or agent of the WCC.  In general the Chair shall perform all duties incident to the office of Chair and such other duties as may be prescribed by the Board from time to time.

11.12  Vice-Chair:  In the absence or disability of the Chair, or in the event of the Chair’s inability or refusal to act in according with these Bylaws, or at the direction of the Board, the Vice-Chair shall perform all duties of the Chair, and when so acting, shall have all the powers of and be subject to all the limitations upon the authority and restrictions upon the Chair. The Vice-Chair shall have such other powers and perform such other duties as from time to time may be assigned to the Vice-Chair by these Bylaws, the Chair, or by the Board as deemed necessary or appropriate.

11.13 Treasurer/Chief Financial Officer:  The Treasurer/Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of the properties and transactions of the corporation, shall provide or cause to be provided an adequate financial report at each Board meeting, and such other financial statements and reports as may be prescribed by law or these Bylaws to be given.  The Treasurer/Chief Financial Officers shall deposit or shall authorize the deposit of all monies or valuables in the name of, and to the credit of, the corporation with such depositories as may be designated by the Board.  The Treasurer/Chief Financial Officer shall disburse the funds of the corporation as may be directed by the Board, shall render to the Board, whenever requested, an account of all financial transactions and of the financial condition of the corporation.  The Treasurer/Chief Financial Officer shall have charge and custody of, and be responsible for, the accounting of all funds as may become the responsibility of the WCC; receive and give receipts for monies due and payable to the WCC from any source whatsoever, and deposit all such monies in the name of the WCC in such banks, trust companies or other depository as shall be selected by the Board; invoice and receive annual dues from the Stakeholder Organizations; and in general perform all the duties incident to the office of Treasurer/Chief Financial Officer and shall have such other powers and perform such other duties as may be from time to time assigned to the Treasurer/Chief Financial Officer by these Bylaws, the Chair, or by the Board.  The Treasurer/Chief Financial Officer shall be one of the Elected Officers who shall be one of the authorized signatures on any bank account or similar fund or account, and to sign checks of the WCC.  No special fund may be set aside that shall make it unnecessary for the Treasurer/Chief Financial Officer to sign checks issued upon it.  The Treasurer/Chief Financial Officer shall render at each meeting of the Board and at such other times as the Board shall request, an account of the finances of the WCC.  At the December meeting of Members each year, the Treasurer/Chief Financial Officer shall distribute a balance sheet and income and expense statement for the WCC.  The Treasurer/Chief Financial Officer also shall file all such documents and returns as are required by the Internal Revenue Service and the Franchise Tax Board, and shall maintain all financial records as required by all Federal, State, and City laws.  The Board shall adopt a Standing Rule for check signing and reporting policies, which Rule and policies shall be implemented by the Treasurer/Chief Financial Officer.

11.14 Secretary:  The Secretary shall keep, or cause to be kept, at the principal corporate office or such other place as the Board shall direct, a book of Minutes of all meetings of Members and actions of the Board and committees.  The Secretary shall keep, or cause to be kept, a record of the corporate Directors, giving their names and addresses, and such record shall include the termination of any Director.  The Secretary shall give, or cause to be given, notices and postings of all meetings required by law or these Bylaws to be given, shall keep the seal of the corporation in safe custody and shall affix such seal to corporate documents as required.  The Secretary shall be custodian of the official records and documents of the WCC; keep a register of the post office address and email address, if any, of each Member furnished to the Secretary by each Member; conduct the WCC general correspondence; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Chair or by the Board, or prescribed by these Bylaws.  The Secretary shall file any certificate require by any statute, Federal or State, or any municipal ordinance.  The Secretary may be one of the Elected Officers required to sign the checks of the WCC.  The Secretary also shall present to the Members at any meetings any communication addressed to the Secretary of the WCC.

11.15 Legal Advisor:  The Legal Advisor shall be selected by the Representation Committee, subject to approval of the Voting Members, and participate in the meetings and activities of the WCC as an ex-officio non-Voting Member.  The Legal Advisor shall be a member of the California State Bar, provided that if no member of the California State Bar is willing to serve in this capacity, the Board may appoint any qualified attorney who is a Member of the Board to serve in that capacity.  In the event that any Voting Member of the Board is appointed as a Legal Advisor, that Member shall retain the right to vote.  The Legal Advisor also shall act as Parliamentarian at Meetings, and shall be an ex-officio non-Voting Member of all committees and sub-committees.  At the request of the Chair, the Legal Advisor shall assist the Board in drafting resolutions, proposals of other documents of a legal nature, act as liaison between the Council and legislative, administrative, governmental, or other bodies, and render opinions relating to legal questions of the Council.

11.16  Chair of Meetings:  At any meeting when the Chair is absent, the presiding officer for that meeting shall be the Vice-Chair, and in the absence of both the Chair and the Vice-Chair, the presiding officer for that meeting shall be the Treasurer/Chief Financial Officer.

11.17 No Compensation:  No officer shall, for reason of his or her office, receive any salary or compensation for serving as an officer, but any officer, Member, or committee Member may receive reimbursement of actual out-of-pocket expenses approved by Board upon recommendation of the Treasurer/Chief Financial Officer.  Nothing herein shall be construed to prevent an officer or Member of the Board from receiving any compensation from the WCC for duties other than as an officer or Member, subject to all applicable laws, the provisions of the Articles of Incorporation, these Bylaws, and the approval of the Board of the WCC.

11.18 No Loans:  No loan shall be made by the corporation to any officer.

11.19 Bonds:  The Board of Directors may, by resolution, require any and all of the officers to provide bonds to the corporation, at the expense of the corporation, with surety or sureties acceptable to the Board, conditioned for the faithful performance of the duties of their respective offices, and to comply with such other conditions as may from time to time be required by the Board of Directors.

ARTICLE XII:  PUBLIC STATEMENTS

12.01 Official Statements on Behalf of the WCC:  Only the Chair or other person designated by the Voting Members or the Chair may make official statements on behalf of the WCC or state a WCC position on an issue which is not part of a public record.  Only the Chair or other person designated by the Voting Members or the Chair is authorized to represent the WCC for purposes of communicating with any governmental entity, the media, or any other person.  This limitation does not apply to Board authorized statements or to the conduct of routine communications consistent with the functions for which the individual has been appointed or elected.

12.02 Disclaimer:  Whenever a Member desires to make an oral or written statement that is not an official statement or a part of the public record, which has not been Member- or Chair-authorized, or which does not meet the specifications of Article VIII, Section 1 above, and that Member identifies his/her affiliation with the WCC expressly or by implication, that Member shall include the following in the statement:

While I am a Member of the Westwood Community Council, I am not officially representing the Board on the matter being addressed and the following does not in any way represent the views or position of the WCC.  Further,

a.The WCC Board has considered the matter and has taken no position; or

b.The WCC Board has considered the matter and is still studying the matter; or

c.The WCC Board has never considered the matter.

12.03 No Misrepresentation:  No Member of the Board shall misrepresent any position or policy approved by the Board, or if the Board has not approved a position or adopted a policy on an issue, misrepresent that the Board has taken a position.

12.04 Personal Opinions Not Restricted:  Neither the WCC nor any Officer of the WCC shall impose any restrictions upon the expression of personal opinions by any Officer or Member nor shall the WCC nor any Officer impose any sanctions upon any Officer or Member for expressing his or her own personal opinion as a Stakeholder or private citizen, so long as such expression of personal opinion is in keeping with the provisions stated above.

12.05 Litigation:  The Executive Committee shall not authorize the participation of WCC in litigation either as a plaintiff or a petitioner, nor authorize the settlement of litigation brought against the WCC.  Any decision concerning the participation of WCC in litigation or the settlement of litigation shall be made by the Board either at a regular meeting, or, if a decision must be made prior to the next regular meeting, the Chair shall call a special meeting.

ARTICLE XIII:  STANDARD OF CONDUCT OF DIRECTORS

13.01 Duty of Care:  A Director shall perform the duties of a Director, including duties as a member of any committee on which the Director may serve, in good faith, in a manner such Director believes to be in the best interest of the corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

13.02 Reliance on Others:  In performing the duties of Director, a Director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:  (a) one or more officers or employees of the corporation whom the Director believes to be reliable and competent in the matters presented; (b) counsel, independent accountants, or other  persons as to matters which the Director believes to be within such person’s professional or expert competence; or (c) a committee of the Board upon which the Director does not serve, as to matters within its designated authority, which committee the Director believes to merit confidence, so long as, in any case, the Director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances, and without knowledge that would cause such reliance to be unwarranted.

13.03 Director Liability:  Liability of Directors shall be limited to the full extent authorized by law.  Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

13.04 Transactions Involving Directors:  The corporation shall not enter into any contract or other transaction with one or more Directors, or an association, firm, or corporation in which one (1) or more Directors has a material financial interest or is a Director, unless such contract or transaction:

A.Is first approved by the Board according to the following strict requirements:  (i) the material facts as to the transaction and as to such Director’s interest are fully disclosed or known to all Board members before consideration of such contract or transaction by the Board, are noted in the Minutes, and such contract or transaction is authorized, approved, or ratified by the Board in good faith by a majority of the Directors then in office without counting the vote of the interested Director or Directors; (ii) the contract or transaction is entered into for the corporation’s own benefit, and is fair and reasonable as to the corporation at the time it is authorized, approved, or ratified by the Board; and (iii) (a.) prior to authorizing or approving the transaction the Board considered and in good faith determined after reasonable investigation under the circumstances that the corporation could not have obtained a more advantageous arrangement with reasonable effort under the circumstances; or (b.) the corporation in fact could not have obtained a more advantageous arrangement with reasonable effort under the circumstances; or

B.Otherwise satisfied the requirements set forth in California Corporations Code Section 8322.

13.05 Loans and Guarantees:  Except as otherwise authorized by California Corporations Code Section 7236 and related provisions, the corporation shall not make any loan of money or property or to guarantee the obligation of any Director of this corporation, other than the advancement of funds to the Director for expenses which are reasonably anticipated to be incurred in the performance of the duties of such Director, and which are otherwise reimbursable expenses.

13.06 Compensation of Directors as Directors:  Directors shall serve without compensation, and the Board shall not compensate a Director for services rendered as a Director, including attending meetings of the Board or committees.  The Board, however, may reimburse a Director for, or advance to a Director, reasonable out-of-pocket expenses incurred in connection with their duties.

13.07 Compensation of Directors in Performing Services Other Than That of Director:  Subject to Section 13.04 above in this Article XIII, the Board may compensate a Director a reasonable amount for services performed for this corporation other than in the capacity of Director, including by way of illustration only, for services as an employee or independent contractor.  However, at all times, the total number of Directors who have been compensated by this corporation in the previous twelve (12) month period shall not exceed forty-nine percent (49%) of the Directors in office, in accordance with Article VI, Section 6.16 above.

ARTICLE XIV:  MEMBERS’ DUTY TO DISCLOSE CONFLICT OF INTEREST

14.01 Disclosure:  A Member shall disclose to the other Members any potential conflict of interest due to any financial or business interest that relates to a matter under consideration by the Members or a WCC Committee.  In addition, a Member shall disclose membership in a group or organization (other than the Stakeholder Organization he or she represents) that has an interest in a matter before the Members or a WCC Committee, or an interest in an individual or family capacity in a matter before the Members or a WCC Committee.  Any required disclosure shall be made immediately upon the Member’s awareness that the WCC is considering or will consider a matter giving rise to a conflict of interest or appearance of a conflict of interest, and prior to the Members taking any action on the issue.

14.02 Disclosure of Financial Interest:  No Director of this corporation nor any other corporation, firm, association, or other entity in which one or more of this corporation’s Directors are Directors or have a material financial interest, shall be interested, directly or indirectly in any contract or other transaction with this corporation, unless (a) the materials facts as to the transaction and such Director’s interest are fully disclosed or known to the members and such contract or transaction is approved by the members in good faith, with any membership owned by any interested Director not being entitled to vote thereon; or (b) the materials facts regarding such Director’s financial interest in such contract or transaction or regarding such common directorship, officership, of financial interest are fully disclosed in good faith and are noted in the Minutes or are known to all Board members before consideration by the Board of such contract or transaction, and such contract or transaction is authorized in good faith by a majority of the Board by a vote sufficient for that purpose without counting the vote of the interested Director or Directors who  shall be required to recuse himself from participating  in  discussion or voting on the matter.

14.03 Voting:  If the Member disclosing a potential conflict of interest does not recuse himself or herself, any other Voting Member may call for a vote of Voting Members on whether the disclosing Member may vote on the issue.

ARTICLE XV:  DISCIPLINE

15.01 Discipline Standard:  Each Member of the Board who knows, or should know, that he or she is violating any applicable section of the California Corporations Code or other applicable state law, code, or statute, the Articles of Incorporation, these Bylaws, or the Standing Rules, or is convicted of a felony while a Member of the Board, shall be subject to discipline at the discretion of the Board.  Such discipline may include warnings, private or public reproval, up to and including removal from the Board.

15.02 Instigation of Disciplinary Process:  Any Member of the Board who becomes aware of a violation or a conviction, may request that the Chair, or if the Chair is alleged to have committed the violation or having been convicted, the Vice-Chair, investigate whether or not a violation or the conviction may have occurred.

15.03 Disciplinary Procedures:

A.Upon instigation of the Disciplinary Process, the Chair, or Vice-Chair as the case may be, shall interview the Board Member who is alleged to have committed the violation, or of having been convicted, and discuss the violation with that Member.  If the Member admits the violation or the conviction, the Chair or Vice-Chair shall refer the matter to the Board for action in accordance with the procedures set forth below.  If the Member denies committing the violation or of having been convicted or states that he or she did not know and should not have known that he or she was committing the violation, the Chair or Vice-Chair shall appoint an Investigating Committee.

B.The Investigating Committee shall consist of three (3) persons who are Board Members at the time the committee is appointed, including one (1) officer who shall be the Committee Chair and at least one (1) Geographic Zone Stakeholder  Organization Representative.  The Board Members shall serve until the matter is resolved.

C.The Investigating Committee shall investigate the complaint and determine whether or not there was a violation, or that a conviction of a felony occurred and if it determines that there was a violation or conviction, what discipline it would recommend, and report to the Chair, or the Vice-Chair as the case may be.  The matter will then be placed on the  Board Agenda as a confidential matter for action.

D.All proceedings of the Investigating Committee and the Board relating to the complaint shall be kept confidential, except if the Board decides that the discipline shall be made public, the Chair or Vice-Chair shall announce the result of the Board action in an open meeting.  In deciding whether the discipline shall be made public, the Board may take into account any resignation that is tendered.  All voting shall be done by secret written ballot with two-thirds (2/3) vote of Board Members present required to determine if there has been a violation.  All Members must vote and a blank ballot shall be counted as a “No” vote.  The person who is the then current Secretary shall count the votes on the ballots, announce the vote, and retain the ballots for one (1) year, except if that person is the accused, in which case these duties shall be performed by the Chair.

E.The determination of whether there shall be any sanction, and if so, what that sanction shall be is to be determined by the same voting procedure as set forth in Section C. above.

F.Any Board Member accused of having committed the violation has the right to be present at all meetings of the Investigating Committee and the Board in which his or her case is at issue but at the discretion of either the Committee or Board, shall be excluded during any proceedings in which the Committee or Board Members are deliberating and voting on the action to be taken.  The accused Board Member shall be given notice of at least seventy-two (72) hours prior to any such meeting.

G.No Board Members shall disclose to any person who did not participate in the proceedings or vote, any of the proceedings taken pursuant to this Article except anything that was announced publicly by the Board.

ARTICLE XVI:  FISCAL YEAR

The fiscal year of the Westwood Community Council, Inc. shall commence on the first day of January each year and end December 31 of that year, or such other date as the Board shall determine by resolution, from time to time.

ARTICLE XVII:  NO AGENCY AUTHORITY

No Member or Officer shall have the authority or power to act as general agent for any other Member, Officer, or the WCC, nor to act as a special agent unless authorized in writing by the Chair of the WCC for a specific transaction.

ARTICLE XVIII:  EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

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

18.02 Checks and Notes:  Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be approved by the Chair in writing or by email, and signed by the Treasurer/Chief Financial Officer.  Checks exceeding two thousand five hundred dollars ($2,500.00) shall require a countersignature by the Chair of the Board.

18.03 Deposits:  All membership dues, contributions, and other funds of the corporation shall be deposited as soon as is practicable to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

ARTICLE XIX:  GIFTS AND BAN ON DONATIONS FROM INTERESTED PARTIES

19.01 Gifts and Contributions:  In addition to being authorized to collect reasonable dues from Stakeholder Organizations and Members pursuant to Article VI, Section 6.07 to fund the reasonable operating expenses of the corporation, including without limitation, General Liability insurance and website expenses, the Board of Directors is expressly authorized to solicit and accept on behalf of the WCC other voluntary contributions, gifts, in kind donations, bequests, or devises to be used for the public purposes of the Council and in furtherance of the Mission and objectives of the WCC.  This authorization to accept gifts shall be subject to the express limitation contained in Section 19.02 of this Article XIX, and to any other terms, conditions, limitations, requirements, and prohibitions that the Board may establish from time to time.

19.02 Prohibition on Accepting Donations from Interested Parties:  Other than accepting reasonable membership dues from Stakeholder Organizations and Members in an amount that the Board shall determine from time to time, the WCC shall not solicit, nor shall it accept, any other monetary or in-kind contributions, gifts, bequests, or devises from any individual, business, corporation, organization, or entity which has, or is likely to have, any business that may come before the Council in the foreseeable future, and which business is likely to create a conflict of interest for the Council.  Such business matters shall include by way of illustration only, but shall not be limited to, any land use matters located within the Westwood community, any pending development projects located within the Westwood community, or any land use matters or development projects which are located outside the Westwood community but which are sufficiently proximate to Westwood and which are of such a size, scope, or significance that they are likely to create significant environmental impacts of a regional nature that are likely to have a significant impact on the Westwood community, and therefore, are likely become an item of business before the Council.  The Board shall have the authority to return any contribution, gift, bequest, or devise which has been proffered and accepted, if, in the Board’s determination, a conflict of interest may develop, or has developed, arising out the provision of this Section 19.02 of Article XIX.

ARTICLE XX:  INDEMNIFICATION AND INSURANCE

20.01  Indemnification:

A.Fullest Indemnification: To the fullest extent permitted by law, this corporation shall have the power to indemnify its Directors, officers, employees, and other persons described in California Corporations Code Section 7237 including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding” as that term is used in such Section , and including an action by, or in the right of, the corporation, by reason of the fact that such person is or was a person described by such Section.  As used in this Article, “expenses,” shall have the same meaning as in California Corporations Code Section 7237.

B.Initial Determination by Board:  Upon written request to the Board by any person seeking indemnification under California Corporations Code Section 7237, the Board shall promptly decide under California Corporations Code Section 7237 whether the applicable standard of conduct set forth in California Corporations Code Section 7237 has been met and, if so, the Board shall authorize indemnification.  If the Board cannot authorize indemnification, because the number of Directors who are parties to the proceeding with respect to which indemnification is sough is such to prevent the formation of a quorum of Directors who are not parties to such proceeding, the Board or attorney or other person rendering services in connection with the defense shall apply to the court in which the proceeding is or was pending to determine whether the applicable standard of conduct set forth in Corporations Code Section 7237 has been met.

C.Expenses Advanced:  To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under these Bylaws in defending any proceeding covered by this section may be advanced by the corporation prior to the final disposition of the proceeding, upon receipt by the corporation of an undertaking by or on behalf of such person that the advance will be repaid unless it is ultimately determined that such person is entitled to be indemnified by the corporation for those expenses.

20.02  Insurance:

A.Right to Purchase Insurance:  The corporation shall have the right to purchase, and shall use its best efforts to provide and maintain, insurance to the fullest extent permitted by law on behalf of its Members, officers, Directors, employees, and other agents of the corporation (collectively, “agents”), to cover any liability asserted against or incurred by any agent in such capacity or arising out of an agent’s status as such (other than for violations of the California Corporations Code section regarding self-dealing transactions with interested Directors), whether or not the corporation would have the power to indemnify any such person under the provisions of the California Corporations Code.  Such insurance coverage shall include, but not be limited to,  errors and omissions insurance and general liability insurance policy coverages for its Members, officers, Directors, employees, and other agents of the WCC, so as to secure an exception to allowance for being named as a cause of action defendant.

B.Obligation to Protect Volunteers:  In addition to the court determination required under California Code of Civil Procedure Section 425.15, in order to protect volunteer Directors and officers from personal liability to the fullest extent permitted by law, the corporation shall make all reasonable efforts in good faith to obtain appropriate available liability insurance, as specified in California Corporations Code Sections 5047.5 and 5239.  If the corporation’s annual budget is less than twenty-five thousand dollars ($25,000.00), the above standard shall be satisfied if the corporation makes at least one inquiry per year to purchase a general liability insurance policy and such insurance was not available at a cost of less than five percent (5%) of the previous year’s annual budget of the corporation.

ARTICLE XXI:  RECORDS AND REPORTS

21.01 Maintenance of Corporate Records:  The corporation shall keep at its Principal Office:  (a) adequate and correct books and records of account; (b) Minutes in written form of the proceedings of the Board and its committees; (c) the original or a certified copy of the Articles of Incorporation and all amendments and restatements thereof; and (d) the original of these Bylaws and amendments and restatements thereof to the current date.

21.02 Inspection by Directors:  Every Director and officer shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and the records of each of its subsidiary corporations. This inspection by a Director may be made in person or by the Director’s agent or attorney.  The right of inspection shall include the right to copy and make extracts of documents.

21.03 Annual Report:  Not later than one hundred twenty (120) days after the close of each fiscal year, an annual report containing the information below in appropriate detail in accordance with the California Corporations Code Section 8321 shall be provided to all Directors of the corporation:  (a) the assets and liabilities, including trust funds, of the corporation as of the end of the fiscal year; (b) the principal changes in assets and liabilities, including trust funds, during the fiscal year; (c) the revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year; (d) the expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year; and (e) any information required by Section 21.04 below of this Article XXI.

21.04 Annual Statement of Certain Transactions and Indemnification:  In accordance with California Corporations Code Section 8322, the corporation’s annual report shall contain a statement of any transaction or indemnification of the following kinds:

A.Any transaction to which the corporation, its parent or its subsidiary was a party and in which any director or officer of the corporation, its parent or subsidiary (but mere common directorship shall not be considered such an interest) had a direct or indirect material financial interest, if such transaction involved more than fifty thousand dollars ($50,000.00), or one of a number of transactions with the same person involving, in the aggregate, more than fifty thousand dollars ($50,000.00); and

B.Any indemnification or advances aggregating more than ten thousand dollars ($10,000.00) paid during the year to any officer or director of the corporation pursuant to Article XX, Section 20.01 above.

The statement shall include a brief description of the transaction, the names of the Director or officer involved, their relationship to the corporation, the nature of such person’s interest in the transaction and, where practicable, the amount of such interest; provided, that in the case of a partnership in which such person is a partner, only the interest of the partnership need be stated.

ARTICLE XXII:  PROHIBITION ON SHARING CORPORATE PROFITS, ASSETS

No Member, Director, officer, employee or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the corporation in effecting any of its public or nonprofit purposes, provided that such compensation is not otherwise prohibited by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation.  All Members, if any, of the corporation shall be deemed to have expressly consented and agreed that on such dissolution, impossibility, or winding up of the affairs of the corporation, whether voluntarily or involuntarily, that assets of the corporation, after all debts have been satisfied, shall be distributed to a nonprofit corporation which is organized or operated under the California Revenue and Taxation Code Section 23701(e) and Internal Revenue Code Section 501(c)(6) or the corresponding provisions of any future State of California or United States internal revenue law, as required by the Articles of Incorporation of this corporation, and provided that no part of the net earnings of the corporation shall inure to the benefit of any private shareholder or individual, as defined in Internal Revenue Code Section 501(c)(6).

ARTICLE XXIII:  CONSTRUCTION AND DEFINITIONS

Unless the context otherwise requires, the general provisions, rules of construction and definitions in the California Nonprofit Mutual Benefit Corporation Law shall govern the construction of these Bylaws.  Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular includes plural, the plural includes the singular, and the term “person” includes both a legal entity and a natural person.

ARTICLE XXIV:  STANDING RULES

Standing Rules may be adopted by the Board to supplement the administration of these Bylaws.  Such Rules shall be separate from and in addition to these Bylaws and shall not be construed to change or replace any Bylaw.  If there is any conflict between a provision of these Bylaws and a Standing Rule, the Bylaw shall govern. Standing Rules may be adopted, amended, or repealed by a majority vote of the Voting Members present at any duly noticed meeting of the Board.  For the purpose of convenience only, the Standing Rules are appended to these Bylaws as Attachment 1.
ARTICLE XXV:  AMENDMENTS

These Bylaws may be amended, repealed, and new Bylaws may be adopted by the affirmative vote of two-thirds (2/3) of Voting Members present at any duly noticed regular meeting of Members or special meeting called for that purpose.  No amendment or new Bylaw may be voted upon until it has been distributed in writing to the Members and read at two (2) consecutive Council meetings.  The full text of any amendment to or new Bylaws shall be made available to Members of the Board prior to the first reading.  The Secretary of the corporation shall see that a true and correct copy of all the amendments of the Bylaws, duly certified by the Secretary, is attached to the official Bylaws of the corporation and is maintained with the official records of the corporation.  No Bylaw or Standing Rule shall be suspended at any meeting.

BYLAWS OF THE WESTWOOD COMMUNITY COUNCIL, INC.

Appendix A

BOUNDARIES OF THE WESTWOOD COMMUNITY COUNCIL, INC.

The geographic boundaries of the area represented by the Westwood Community Council generally shall be as follows:

NORTHERN BOUNDARY:

The south side of Sunset Boulevard, between the western boundary of the City of Beverly Hills border on the east and the 405 Freeway on the west.

SOUTHERN BOUNDARY:

The north side of Santa Monica Boulevard, between the western boundary of the City of Beverly Hills border on the east and the 405 Freeway on the west.

EASTERN BOUNDARY:

The western boundary of the City of Beverly Hills border, between the south side of Sunset Boulevard on the north and the north side of Santa Monica Boulevard on the south.

WESTERN BOUNDARY:

The 405 Freeway, between the south side of Sunset Boulevard on the north and the north side of Santa Monica Boulevard on the south.

(NOTE:  The boundaries for the Westwood Community Council, Inc. are substantially the same as the boundaries of the City of Los Angeles Westwood Community Plan Area.)

NOTE:  A map showing these boundaries will be inserted here.

BYLAWS OF THE WESTWOOD COMMUNITY COUNCIL, INC.

Appendix B

STAKEHOLDER CATEGORIES AND

STAKEHOLDER ORGANIZATIONS ELIGIBLE TO BE

REPRESENTED ON THE WESTWOOD COMMUNITY COUNCIL, INC.

(There shall be one Voting Representative and one Alternate Representative for each Geographical Zone Stakeholder Organization, each Organizational Stakeholder Category, each Special Stakeholder Category, and each Member-at-Large seat):

A.  Geographical Zone Stakeholder Organizations (property owner and resident) (one Voting Representative and one Alternate per Zone)

ZONE 1:  Westwood Hills Property Owners Association (WHPOA)

ZONE 2:  North Westwood Village Residents Association (NWVRA)

ZONE 3:  Holmby-Westwood Property Owners Association (HWPOA)

ZONE 4:  Wilshire Corridor Condominium Presidents Association

ZONE 5:  Westwood Homeowners Association (WHA)

ZONE 6:  Comstock Hills Homeowners Association(CHHOA)

B.  Westwood Community Multi-Family Residential Stakeholders (Special Category Stakeholder) (apartment renter or owner/condominium renter or owner/cooperative renter or owner/sorority renter) (one Voting Representative and one Alternate)

C.  Westwood Senior Living/Retirement/Assisted Living Residential Stakeholders (Organizational Stakeholder) (senior resident, owner, or manager) (one Representative and one Alternate)

1.Belmont Village Westwood

2.Westwood Horizons

D.  Westwood Village Business Association Stakeholders (Organizational Stakeholder) (business owner/manager) (one Voting Representative and one Alternate)

E.  Westwood Village Commercial Property Stakeholders (Special Category Stakeholder) (one Voting Representative and one Alternate).

F.  Wilshire Commercial Corridor Stakeholders (Special Category Stakeholder) (commercial property owner, business owner, or manager) (one Voting Representative and one Alternate)

G. Westwood South of Wilshire/Sepulveda Boulevard Business Stakeholders (Special Category Stakeholder) (business owner or manager) (one Voting Representative and one Alternate)

H. Westwood South of Wilshire/Sepulveda Boulevard Commercial Property Owner Stakeholders (Special Category Stakeholder) (commercial property owner or manager) (one Voting Representative and one Alternate)

I.  Educational Institutions – Public and Private School Stakeholders (PK-12) (Organizational Stakeholder) (one Voting Representative and one Alternate)

PTA/PTO, Advisory Council, School Foundation, or Booster Club representative

J.  Environmental/Land Use Organization Stakeholders (Organizational Stakeholder) (one Voting Representative and one Alternate)

1.Coalition for Veterans’ Land

2.Save Westwood Village

3.The Urban Wildlands Group

K.  Service and Civic Groups/Recreational Organization Stakeholders (Organizational Stakeholder) (one Voting Representative and one Alternate)

1.American Youth Soccer Organization (AYSO), Region 70

2.Friends of Westwood Library

3.Holmby Park Advisory Board

4.Holmby Park Lawn Bowling Club

5.Salvation Army Westwood Transitional Village

6.UCLA Medical Center Auxiliary*

7.Westwood Hills Garden Club

8.Westwood-Holmby Historical Society

9.Westwood Recreation Center/Aidan’s Place Park Advisory Board

10.Westwood Village Farmers’ Market

11.Westwood Village Rotary Club

12.West L.A. Little League Board of Directors

L.  Arts/Cultural Institutions Organization Stakeholders (Organizational Stakeholder) (one Voting Representative and one Alternate)

1.Design for Sharing*

2.Fowler Museum at UCLA*

3.Geffen Playhouse*

4.Hammer Museum*

5.Istituto Italiano di Cultura (Italian Cultural Institute)

6.Los Angeles Film Festival

7.Reprise Theatre Company

8.UCLA Live*

*(It is expressly understood that the Voting Representative or Alternate Representative for this seat, if held by one of these Arts/Cultural Institutions, provide the point of view of the respective organization which appoints them, and that they do not represent UCLA or The Regents of the University of California.)

M.  Religious Institutions Organization Stakeholders (Organizational Stakeholder) (one Voting Representative and one Alternate)

1.Chabad of Westwood

2.Christian Science Reading Room

3.Christian Science Organization at UCLA

4.Cyril Nigg University Catholic Center at UCLA

5.Institute of Religion of Latter Day Saints at UCLA

6. Jews for Jesus

7.  Kahal Joseph Congregation

8.Los Angeles Temple, Church of  Jesus Christ of Latter Day Saints/LDS Westwood Ward

9.Lutheran Church of the Master

10.Sephardic Temple Tifereth Israel

11.Sinai Temple

12.Southern California Jewish Center

13.St. Alban’s Episcopal Church

14.St. Paul The Apostle Catholic Church

15.Twenty-Eighth Church of Christ. Scientist

16.University Lutheran Chapel

17.University Religious Conference at UCLA

18.Westwood Bible Church

19.Westwood Hills Christian Church

20.Westwood Kehilla

21.Westwood Presbyterian Church

22.Westwood United Methodist Church

23.Westwood Village Synagogue

24.Yitzhak Rabin Hillel Center for Jewish Life at UCLA

N.  UCLA Student Organization Stakeholders* (Organizational Stakeholder) (one Voting Representative and one Alternate)

1.UCLA Graduate Students’ Association (GSA)*

2.UCLA Undergraduate Students’ Association Council (USAC)*

*Voting Representative from this category shall alternate every two years between a graduate student and an undergraduate student, with the Alternate Representative to come from the opposite category during those two years.  (It is expressly understood that both the Voting Representative and Alternate Representative of this seat provide the point of view of the respective organizations which appoint them, and that they do not represent UCLA or The Regents of the University of California.)

O.  UCLA Faculty/Staff Organization Stakeholders* (Organizational Stakeholder) (one Voting Representative and one Alternate)

1.UCLA Academic Senate*

2.UCLA Staff Assembly*

*Voting Representative from this category shall alternate every two years between a UCLA faculty member (UCLA Academic Senate representative) and a UCLA staff member (UCLA Staff Assembly representative), with the Alternate Representative to come from the opposite category during those two years. (It is expressly understood that both the Voting Representative and Alternate Representative of this seat provide the point of view of the respective organizations which appoint them, and that they do not represent UCLA or The Regents of the University of California.)

P.  Members-at-Large (three Voting Representatives and three Alternate)

Q.  Non-Voting Members (three)

1.Chair Emeritus

2.Legal Advisor

3.UCLA Chancellor’s representative (and alternate)

R.  Public Agency Liaisons (non-Voting/some may attend only periodically)

1.Los Angeles City Council – Fifth District representative

2.Office of the Mayor – West Area representative

3.West L.A.P.D. representative/Senior Lead Officer for Westwood Community

4.     UCLA PD

5.L.A.F.D. representative (Station 37 – Westwood Village/Station 71 – Beverly Glen)

6.L.A. Department oTransportation/West L.A. Traffic Improvement Management Plan (TIMP) representative

7.Los Angeles County Board of Supervisors – Third Supervisorial District representative

8.California State Assembly – 42nd and 47th Assembly District representatives

9.California State Senate – 23rd Senate District representative

10Veteran’s Administration/Los Angeles National Cemetery representative

11.Federal Building/General Services Administration represent

SUMMARY:

23 Voting Members (up to 25 permitted), 3 non-Voting Members (10 non-Voting public agency liaisons)

8 Geographical Zone Stakeholder and Residential Representatives

5 Business Community Representatives

5 Educational, Environmental/Land Use, Service and Civic Groups/Recreational, Arts/ Cultural, Religious Institutions Organizational Representatives

2 UCLA Student, Faculty/Staff Organizational Representatives (It is expressly understood that both the Voting Representative and Alternate Representative of these two seats provide the point of view of the respective organizations which appoint them, and that they do not represent UCLA or The Regents of the University of California.)

3 at-large members

1 non-Voting Chair Emeritus

1 non-Voting Legal Advisor

1 non-Voting UCLA Chancellor’s representative

10 non-Voting Public Agency Liaisons (including periodic attendees)

NOTE:  In all Organizational Stakeholder categories where there is more than one (1) represented organization within that category, the next Representative in line shall serve as the Alternate Representative, in the order of representation as determined by the Board on the recommendation of the Representation Committee.

BYLAWS OF THE WESTWOOD COMMUNITY COUNCIL, INC.

Appendix C

GEOGRAPHIC ZONE BOUNDARY DESCRIPTIONS FOR

GEOGRAPHICAL ZONE STAKEHOLDER ORGANIZATIONS

AND QUALIFICATIONS FOR

VOTING REPRESENTATIVES AND ALTERNATES FOR

ORGANIZATIONAL STAKEHOLDERS,

SPECIAL CATEGORY STAKEHOLDERS, AND MEMBERS-AT-LARGE

A.  Geographical Zone Stakeholder Organizations (one Voting Representative and one Alternate per Zone)

ZONE 1:  Westwood Hills Property Owners Association (WHPOA)

Voting Representative and Alternate must be a Stakeholder who is a property owner and resident within the area represented by the Westwood Hills Property Owners Association, which area generally is bounded by Sunset Boulevard (south side) on the north, the northern boundary of the Los Angeles National Cemetery on the south, Veteran Avenue (west side) on the east, and Sepulveda Boulevard (east side) on the west.

ZONE 2:  North Westwood Village Residents Association (NWVRA)

Voting Representative and Alternate must be a Stakeholder who is a renter or resident of an apartment, condominium, cooperative, or fraternity house located within the area represented by the North Westwood Village Residents Association (which area matches the boundaries of the City of Los Angeles’ North Westwood Village Specific Plan area), generally bounded by Gayley Avenue (south and west sides) on the north and east; the north border of the UCLA West Campus (south of Strathmore Drive) on the southwest; Le Conte Avenue (north side) on the southeast; Veteran Avenue (east side) on the west; plus the properties on Levering Avenue (west side) between Le Conte Avenue and Gayley Avenue, and on Gayley Avenue (west side) between Levering Avenue and Weyburn Avenue.

ZONE 3:  Holmby-Westwood Property Owners Association (HWPOA)

Voting Representative and Alternate must be a Stakeholder who is a property owner and resident within the area represented by the Holmby-Westwood Property Owners Association, which area generally is bounded by Sunset Boulevard (south side) on the north, Lindbrook Drive (south side) on the south, the west and north boundaries of the Los Angeles Country Club on the east, and Hilgard Avenue (east side) until Westholme Avenue (south side) and then along Malcolm Avenue (west side) until Lindbrook Drive (south side) on the west.

ZONE 4:  Wilshire Corridor Condominium Presidents Association

Voting Representative and Alternate must be a Stakeholder who is a property owner and resident of a condominium or cooperative within the area represented by the Wilshire Corridor Condominium Presidents Association, which area is generally located on the Wilshire Boulevard Residential Corridor, north and south sides of Wilshire Boulevard, between 100 yards east of Comstock Avenue/Club View Drive on the east, and Glendon Avenue on the west.  (Note:  some buildings may have their main entrance on a side street other than Wilshire Boulevard, and/or may use a side street as their address of record.  However if a condominium or cooperative property faces or touches Wilshire Boulevard on either the north or south sides, it lies within Zone 4.)

ZONE 5:  Westwood Homeowners Association (WHA)

Voting Representative and Alternate must be a Stakeholder who is a property owner of a single family home, duplex, condominium within a building four stories or less, or an apartment building with no more than four units, within the area represented by the Westwood Homeowners Association, which area generally is bounded by Wilshire Boulevard (south side) on the north, Santa Monica Boulevard (north side) on the south, the west boundary of the Los Angeles Country Club on the east, and Sepulveda Boulevard (east side) on the west.

ZONE 6:  Comstock Hills Homeowners Association (CHHOA)

Voting Representative and Alternate must be a Stakeholder who is a property owner of a single family home within the area generally bounded by Wilshire Boulevard (south side) on the north, Santa Monica Boulevard (north side) on the south, the west boundary of the Los Angeles Country Club on the east, and Beverly Glen Boulevard (east side) on the west.

B:  Westwood Community Multi-Family Residential Stakeholders (Special Category Stakeholder) (one Voting Representative and one Alternate)

Voting Representative and Alternate must be a Stakeholder who is a renter or property owner of an apartment, condominium, or cooperative, or a resident of a sorority house, or a renter in the Wilshire Boulevard Corridor (Zone 4), located within the WCC boundaries, but not including the North Westwood Village Specific Plan area, the area represented by the North Westwood Village Residents Association (Zone 2). (NOTE: this includes all multi-family housing located within the WCC boundaries, with the exception of the multi-family housing located within the North Westwood Village Specific Plan area, as represented in Zone 2.  This includes all multi-family housing located within the Westwood Community Multi-Family Specific Plan area and all apartments located within the Wilshire-Westwood Scenic Corridor Specific Plan area.  Within the WCC boundaries, streets included in this section include multi-family housing located on:  Ashton Avenue, Bentley Avenue, Beverly Glen Boulevard, Camden Avenue, Devon Avenue, Eastborne Avenue, Greenfield Avenue, Hilgard Avenue, Hilts Avenue, Holman Avenue, Kelton Avenue, Kinnard Avenue, Lindbrook Drive, Malcolm Avenue, Manning Avenue, Massachusetts Avenue, Midvale Avenue, Ohio Avenue, Pandora Avenue, Rochester Avenue, Selby Avenue, Sepulveda Boulevard, Tiverton Avenue, Wellworth Avenue, Weyburn Avenue, Wilkins Avenue, and Veteran Avenue, excepting the North Westwood Village Specific Plan area.)

C:  Westwood Senior Living/Retirement/Assisted Living Residential Stakeholders (Organizational Stakeholder) (one Voting Representative and one Alternate)

Voting Representative and Alternate must be a Stakeholder who is a renter, resident, owner, manager, or representative of one of the Senior Living Communities, Retirement Residences, or Assisted Living Facilities located in the Westwood Community Council area and listed in Appendix B of these Bylaws.

D.  Westwood Village Business Association Stakeholders (Organizational Stakeholder) (one Voting Representative and one Alternate)

Voting Representative and Alternate must be a Stakeholder who is an owner, operator, manager, or representative of a business located within the Westwood Village business district, which area is represented by the Westwood Village Business Association (generally following the boundaries of the Westwood Village Specific Plan area, but expanded to include the east side of Hilgard Avenue and the south side of Lindbrook Drive), which area generally is bounded by Le Conte Avenue (south side) on the north, Lindbrook Drive (south side) on the south, Hilgard Avenue (east side) on the east, and the alley known as Weyburn Place west of Gayley Avenue on the west.

E.  Westwood Business Improvement District (BID) or Westwood BID Formation Committee Stakeholders (Organizational Stakeholder) (one Voting Representative and one Alternate)

Voting Representative and Alternate must be a Stakeholder who is a commercial property owner, manager, or representative of a commercially zoned property located within the boundaries of the Westwood Business Improvement District (generally following the boundaries of the Westwood Village Specific Plan area, as well as the Wilshire Boulevard Office Corridor on the north and south sides of Wilshire Boulevard) between Malcolm Avenue on the east and Veteran Avenue on the west), and who represents the Westwood Business Improvement District (BID) or the Westwood BID Formation Committee.

F.  Wilshire Commercial Corridor Stakeholders (Special Category Stakeholder) (one Voting Representative and one Alternate)

Voting Representative and Alternate must be a Stakeholder who is a commercial property owner or manager of a commercially zoned property, or an owner or manager of a business, service, or professional company located along the Wilshire Boulevard Commercial Corridor (north and south sides of Wilshire Boulevard), between the western boundary of the City of Beverly Hills on the east and the 405 Freeway on the west.  (NOTE: this includes all commercial property owners and businesses located on Wilshire Boulevard within the Westwood Community Council area, including all commercial and medical office buildings, office tenants, and all service and professional businesses located therein, and all commercially zoned and commercially operated properties and businesses on Wilshire Boulevard, including, by way of illustration only, but not limited to, such businesses as the AMC AVCO Theater, Beverly Hills Plaza Hotel, The Blackstone Group, Douglas Emmett Realty, Equinox Fitness, Equity Office Properties, Hotel Palomar Los Angeles/Westwood, Indivest, LA Fitness, KB Homes, Los Angeles Country Club, The Muller Company, Occidental Petroleum Corporation, and the Regency Club, among others.)

G.  Westwood South of Wilshire/Sepulveda Boulevard Business Stakeholders (Special Category Stakeholder) (one Voting Representative and one Alternate)

Voting Representative and Alternate must be a Stakeholder who is an owner, operator,  manager, or representative of a business located on:  Westwood Boulevard (east and west sides) between Wilshire Boulevard (south side) and Santa Monica Boulevard (north side) on the south; or Santa Monica Boulevard (north side) as well as adjacent commercially zoned properties immediately north, between the western boundary of the City of Beverly Hills border on the east and the 405 Freeway on the west; or Sepulveda Boulevard (east and west sides), between Sunset Boulevard (south side) on the north to Santa Monica Boulevard (north side) on the south; or those portions of Cotner Avenue, Pontius Avenue, Massachusetts Avenue, or Ohio Avenue located within the WCC area.

H. Westwood South of Wilshire/Sepulveda Boulevard Commercial Property Owner Stakeholders (Special Category Stakeholder) (one Voting Representative and one Alternate)

Voting Representative and Alternate must be a Stakeholder who is a commercial property owner, manager, or representative of a commercially zoned property located on:  Westwood Boulevard (east and west sides) between Wilshire Boulevard (south side) and Santa Monica Boulevard (north side) on the south; or Santa Monica Boulevard (north side) as well as adjacent commercially zoned properties immediately north, between the western boundary of the City of Beverly Hills border on the east and the 405 Freeway on the west; or Sepulveda Boulevard (east and west sides), between Sunset Boulevard (south side) on the north to Santa Monica Boulevard (north side) on the south; or those portions of Cotner Avenue, Pontius Avenue, Massachusetts Avenue, or Ohio Avenue located within the WCC area.

I. Educational Institutions – Public and Private Schools Stakeholder (PK-12) (Organizational Stakeholder) (one Voting Representative and one Alternate)

Voting Representative and Alternate must be a Stakeholder who currently is a parent, teacher, or administrator representing a PTA/PTO, Advisory Council, School Foundation, or Booster Club at a public or private preschool, elementary school, middle school, or high school located within the Westwood Community Council area and listed in Appendix B of these Bylaws.

J.  Environmental/Land Use Organizations Stakeholders (Organizational Stakeholder) (one Voting Representative and one Alternate)

Voting Representative and Alternate must be a Stakeholder who currently is a representative of one of the Environmental/Land Use Organizations located in the Westwood Community Council area and listed in Appendix B of these Bylaws.

K.  Service and Civic Groups/Recreational Organization Stakeholders (Organizational Stakeholder) (one Voting Representative and one Alternate)

Voting Representative and Alternate must be a Stakeholder who currently is a representative of one of the Service and Civic Groups or Recreational Organizations located in the Westwood Community Council area and listed in Appendix B of these Bylaws.

L.  Arts/Cultural Institutions Stakeholders (Organizational Stakeholder) (one Voting Representative and one Alternate)

Voting Representative and Alternate must be a Stakeholder who currently is a representative of one of the Arts/Cultural Institutions located in the Westwood Community Council area and listed in Appendix B of these Bylaws.  (It is expressly understood that both the Voting Representative and Alternate Representative of this seat provide the point of view of the respective organizations which appoint them, and that they do not represent UCLA or The Regents of the University of California.)

M.  Religious Institutions Stakeholders (Organizational Stakeholder) (one Voting Representative and one Alternate)

Voting Representative and Alternate must be a Stakeholder who currently is a representative of one of the Religious Institutions located in the Westwood Community Council area and listed in Appendix B of these Bylaws.

N.  UCLA Student Organization Stakeholders (Organizational Stakeholder) (one Voting Representative and one Alternate)

Voting Representative and Alternate must be a Stakeholder who currently is enrolled full-time as a UCLA graduate or undergraduate student, and is designated as the representative of the UCLA Graduate Students Association (GSA) or the UCLA Undergraduate Students Association Council (USAC).  (It is expressly understood that both the Voting Representative and Alternate Representative of this seat provide the point of view of the respective organizations which appoint them, and that they do not represent UCLA or The Regents of the University of California.)

O.  UCLA Faculty/Staff Organization Stakeholders (Organizational Stakeholder) (one Voting Representative and one Alternate)

Voting Representative and Alternate must be a Stakeholder who currently is employed full time as a UCLA Faculty member or Staff member, and is designated as the representative of the UCLA Academic Senate or the UCLA Staff Assembly.  (It is expressly understood that both the Voting Representative and Alternate Representative of this seat provide the point of view of the respective organizations which appoint them, and that they do not represent UCLA or The Regents of the University of California.)

P.  Members-at-Large (three Voting Representatives and three Alternates)

Voting Representatives and Alternates must be a Stakeholder who currently resides, owns real property, or is an owner, member, or participant with a substantial nexus in a business, organization, or educational institution in the Westwood Community Council area, and who shall represent the “At-Large” Stakeholders within the Westwood Community.

CERTIFICATE OF SECRETARY

I, the undersigned, hereby certify that I am the duly elected and acting Secretary of the Westwood Community Council, Inc, a California Nonprofit Mutual Benefit Corporation, and that the above Bylaws, consisting of _________________ (         ) pages (including Appendices A, B, and C), are as of this date adopted by the Board of Director of this corporation, and that they have not been amended or modified since that date.

Executed as of  ________________, 20_____ in the County of _________________, California.

(Date)(Location)

____________________________________

(Signature)

____________________________________

(Print Name)

Secretary

BYLAWS OF THE WESTWOOD COMMUNITY COUNCIL, INC.

Attachment 1

STANDING RULES

SR-1.  At the beginning of each meeting of the Board, the Mission Statement of the Westwood Community Council shall be read as set forth in Article V, Section 5.01 of the Bylaws.

SR-2.  Any procedure not referred to in the Bylaws for the conduct of meetings shall be governed by the current edition ofRobert’s Rules of Order Newly Revised.

SR-3.   The Chair or presiding officer may impose a time limit on any speaker.

SR-4.  Board Representatives from categories which consist of only one organization should give notice to their category and the organization they represent by September 1 of each year to select the Representative for the next fiscal year.

SR-5.  Check signing rule.  The Treasurer/Chief Financial Officer shall file, from time to time, signature cards with financial institutions that contain the signatures of at least two (2) Elected Officers of the Board, one of which shall be the Treasurer/Chief Financial Officer and another of which shall be the Chair.  Checks or withdrawals of two thousand five hundred dollars ($2,500.00) or less may be made with only one (1) signature.  Checks or withdrawals exceeding two thousand five hundred dollars ($2,500.00) shall require a countersignature by the Chair.  All checks or withdrawals shall only be for purposes expressly authorized by the Board or the Executive Committee.  The Treasurer/Chief Financial Officer shall retain for at least three (3) years all bank statements, invoices, receipts, or other official evidence of payments made from Council funds.

SR-6.  Copies of the Agenda, Minutes, and other materials distributed to WCC Members shall be made available to members of the public, when requested, at a cost to be set by the WCC.

SR-7.  Every new Member of the Board shall be given a copy of the Bylaws and Standing Rules.

SR-8 .  Bylaws and Standing Rules shall be posted on the WCC website, if any.

BYLAWS OF THE WESTWOOD COMMUNITY COUNCIL, INC.

Attachment 2

GUIDING PRINCIPLE

The Westwood Community Council maintains that planning and zoning regulations, building codes, rules, restrictions, and ordinances have been established for the good of the Community. They should be applied, upheld and enforced by the Planning Department, Zoning Administrator, Building and Safety, Department, and other governing bodies with jurisdiction over the approval, execution, and enforcement processes.

When variances, variations, or exceptions are considered by governmental entities, WCC’s position is to support strict scrutiny and adherence to all legal measures which govern land use, structures, and landscaping. On a case-by-case basis the WCC may support such requests if the proposed project positively affects health and safety within the Community, or is deemed by the Board to promote the general well being of the Community. The Council may take a formal position on an individual issue pertaining to variances, variations, or exceptions.

The Westwood Community Council expects governing bodies to notify all affected parties of any proposed residential, commercial, or infrastructure developments or requests for variances from codes and regulations as well as proposed, approved or pending changes to such regulations.

BACKGROUND:  In the City of Los Angeles, if a use is neither permitted by right nor by Conditional Use Permit (CUP), an applicant must seek a variance from the Planning Department.  The City of Los Angeles is different from other large California cities in terms of entitlements because it uses the variance process more than the conditional use process for granting uses not allowed by right.  A variance allows a property owner to use his or her property in a manner that is basically consistent with zoning regulations with minor variations so that he or she has “an equity with other owners in the same zone.”  State law indicates that a variance may be issued upon a showing that the property owner would otherwise suffer a unique hardship because his particular parcel is different from the others to which the regulation applies due to its size, shape, topography, location or surroundings.  Examples of typical variances include allowing a deviation from regulations on the physical standards such as lot size, floor area ratios of buildings and parking requirements.  A variance cannot, however, be granted to authorize a use that is not otherwise allowed under the Zoning Code. Under the Code, the Zoning Administrator, as the initial decision-maker, must make the following five (5) findings for granting a variance:
1. Strict application of the provisions of the Code would result in practical difficulties or unnecessary hardships inconsistent with the general purposes and intent of the zoning regulations;

2. There are special circumstances applicable to the subject property such as size, shape, topography, location or surroundings that do not apply generally to other property in the same zone and vicinity;

3. The variance is necessary for the preservation and enjoyment of a substantial property right or use generally possessed by other property in the same zone and vicinity but which, because of such special circumstances and practical difficulties or unnecessary hardships, is denied to the property in question;

4. Granting of a variance will not be materially detrimental to the public welfare, or injurious to the property or improvements in the same zone or vicinity in which the property is located; and

5. Granting of the variance will not adversely affect any element of the General Plan.

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