ARTICLE 1

PURPOSES

Section 1.  This association a non-profit organization whose purpose is to engage in any lawful act or activity that supports the association mission statement by conducting activities to include, but not be limited to, candidates forums, town halls, social mixers, scholarships, email blasts, and newsletters.

Section 2. The Lantern Village Association mission statement is:  The Lantern Village Association exists to preserve the heritage and enhance the beauty of the historic Lantern Village.  We build relations with our neighbors, promote our local economy, and work with our City to improve the overall quality of life in Dana Point.

ARTICLE II

OFFICES

Section 1. The Lantern Village Association may maintain a principal office for the transaction of the business of the Association located in Orange County, California.  The Board of Directors may at any time change the location of the principal office from one location to another in the City of Dana Point.

ARTICLE III

MEMBERSIP

Section 1.  Members.  Membership shall be open to any individual who subscribes to the purposes of the Association and maintains annual dues paid in full. Membership year is dates from the date payment is received through one (1) year.  Members will be notified of their renewal date in advance of the renewal.

Section 2. Termination.  Membership in the Association shall be automatically terminated by death, incapacity, resignation or nonpayment of annual dues.

ARTICLE IV  

BOARD OF DIRECTORS

Section 1.  General Powers.  The Board of Directors shall have the general power to manage and control the affairs and property of the Lantern Village Association and shall have full power, by majority vote of the Board, to adopt rules and regulations governing the actions of the Board of Directors.

Section 2.  Number, Election, and Term of Office.  The Board of Directors shall not consist of more than 15 members.  The privilege of holding office shall be limited to members in good standing of the Association.

Section 3.  Nominating Committee.  A nominating committee shall be established in Spring of each year to prepare a slate of candidates for the Board of Directors offices that are expiring in person or via email.

4. Election. Election to officer positions on the Board of Directors shall be by majority vote of Board members present. Election shall be by voice vote unless there is more than one candidate for an office in which case a ballot vote shall be taken.  Each member shall have one vote.
5. Term. Term of service for officer positions shall be for 2 years and thereafter until a qualified successor is elected.
6. Removal. Any officer may be removed upon a majority vote, in the affirmative, of the Board of Directors when the best interest of the Lantern Village Association would be served.
7. Vacancies. A vacancy in any office dure to the death, incapacity, resignation, removal, disqualification or otherwise shall be filled by election by the remaining members of the Board of Directors for the remainder of the vacated term of office.
8. Meetings. Meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call meetings of the Board of Directors may fix any reasonable date, time, and place convenient and agreeable to the Board of Directors, preferably within the Lantern Village. No public notice shall be required for meetings of the Board of Directors.
9. Electronic Polls. Under certain circumstances it may be necessary to conduct an electronic poll of Directors to reach a decision by majority vote, which would normally take place at a Bord of Directors meeting.
10. Quorum. A majority of the total number of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Proxies shall not be permitted.

Section 11.  Compensation. The Directors shall receive no compensation for their services.

12. Committees. The Boad of Directors, may, by consensus, designate one or more committees, each consisting of one or more Directors, to serve at the pleasure of the Board.

ARTICLE V

OFFICERS

Section 1. Officers. The officers of the Association shall be a President, Vice-President, Secretary, and Treasurer and such other officers as the Board of Directors may consider appropriate with such duties as it may prescribe.

Section 2. Presidential duties.  Subject to the control of the Board of Directors, the President shall have general supervision, direction and control of the business and affairs of the Association.  The President shall preside at all meetings of the Directors and shall have such other powers and duties as may be prescribed from time to time by the Board of Directors.

Section 3.  Vice=Presidential duties. In the absence of the President, the Vice-President shall perform all the duties of the President, and in so acting shall have all the powers of the President.  The Vice-President shall have such other powers and duties as may be prescribed from time to time by the Board of Directors.

Section 4. Absence.  In the absence of the President and Vice-President, either of these officers may appoint another Director or Officer to preside over said meeting.

Section 5.  Secretary.  The Secretary keeps a full and complete record of the meetings of the Board of Directors and shall discharge such other duties as pertain to the office or as prescribed by the Board of Directors.

Section 6. Treasurer.  The Treasurer shall receive and safely keep all funds of the Association and deposit same in such bank, or other financial institutions, as may be designated by the Board of Directors.  Such funds shall be pai out only on the check of the Association signed by any two of the following:  The President, Vice-President, Secretary, or Treasurer.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS

Section 1.  The Association shall, to the maximum extent permitted by law, indemnify each of its Directors against expenses, judgments, fines, settlements, and other amounts actually and reasonable incurred in connection with any proceeding arising by reason of the fact that any such person is or was a Dorector of the Association.

Section 2.  The Association may purchase such insurance as the Board of Directors find appropriate to indemnify the Directors as provided in this Article.

ARTICLE VII

CONTRACTS AND FUNDS

Section 1. Contracts. The Board of Directors may authorize any Officer or Officers of the Lantern Village Association to sign a contract or execute and deliver any instrument of document in the name of the Lantern Village Association.

Section 2. Funds. The Board of Directors may accept on behalf of the Lantern Village Association any contribution, gift, bequest, or device for the general purposes of the Lantern Village Association.  Such contributions, gifts, bequests, or devices shall be in conformity the laws of the United States, the State of California, and any other relevant jurisdiction.

ARTICLE VIII

FISCAL YEAR AND IRS NUMBER

Section 1. The fiscal year of the Lantern Village Association shall begin on the first day of July and end on the last day of June each year. The Internal Revenue Service number for this 501.c.3 Association is FEIN 33-048-8100.

 ARTICLE IX

PARLIAMENTARY AUTHORITY

SECTION 1.  Robert’s Rules of Order, Newly Revised, Latest Edition, shall govern the Association in all cases in which they are applicable and not in conflict with these By-Laws.

 ARTICLE X

AMMENDMENT OF BY-LAWS

SECTION 1.  These By-Laws may be amended or repealed and new By-Laws adopted by a majority vote of the Board of Directors at any Board meeting if at least 15 days written notice is given of intention to alter, amend, or repeal the By-Laws or to adopt new By-Laws at such meeting.

ARTICLE XI

DISSOLUTION OF ASSOCIATION

Section 1. In the event the Lantern Village Association ceases to exist and no longer functions in support of its Purposes and Mission, all existing assets shall be dispersed by majority vote of the Board of Directors to other nonprofit 501.c.3 organizations providing services to the Lantern Village community that are in alignment with the Lantern Village Association Mission.