HHPOA is an all-volunteer property owners association that acts as a master association representing all 3500+ residences in Huntington Harbour in Huntington Beach, California. The Huntington Harbour Property Owners Association was incorporated into the founding documents during the time of original construction of Huntington Harbour in the 1960s. However, Huntington Harbour Property Owners Association membership is not mandatory. That means, while Huntington Harbour residents are not assessed an annual fee for maintaining the neighborhood as a whole, the care and maintenance of our community depends on volunteer activities, annual membership fees and donations. If you are a property owner in Huntington Harbour and you are a non-member, join us. Help your Association provide Huntington Harbour with the care worthy of a community with icon status for coastal living. Please explore our Huntington Harbour Property Owners Association site to learn more about the full scope of this wonderful organization.
TABLE OF CONTENTS
Article I : — NAME
Section 1 – Geographic Boundaries 1
Section 2 – Principal Office
Section 3 – Corporate Seal
Article II : — OBJECTS
Article III : — MEMBERS
Section 1 – Types of Members 2
Section 2 – (Deleted from Bylaws) 2
Section 3-Termination of Membership 2
Article IV : — FINANCE
Section 1 – Fiscal Year 3
Section 2 – Nonprofit Classification 3
Section 3 – Fees or Dues 3
Section 4 – Checks, Drafts, Notes 3
SectionS-Compensation of Directors 3
Section 6 – Donations 3
Section 7-Liability of Members 4
Article V — OFFICERS
Section 1 – Eligibility and Term 4
Section 2 – President 4
Section 3 – Vice-President 4
Section 4 – Secretary 5
Section 5 – Chief Financial Officer 5
Section 6 – Historian 6
Article VI — MEETINGS
Section 1 – Board of Directors 6
Section 2 – Regular Members 6
NAME: The NAME of the Corporation shall be: Huntington Harbour Property Owners Association, hereinafter referred to as the Corporation or the Association.
SECTION 1: GEOGRAPHIC BOUNDARIES of the Huntington Harbour Property Owners Association, within which residential property owners are eligible to become members, are shown on the attached map labeled “MAP #1 HHPOA BOUNDARIES.”
SECTION 2: PRINCIPAL OFFICE
The principal office of the Corporation shall be established and maintained in the City of Huntington Beach, County of Orange, State of California.
SECTION 3: CORPORATE SEAL
The corporate seal of the Corporation shall be in such form as the Board of Directors, hereinafter referred to as the Board, shall determine and shall contain the name of the Corporation, and the date and state of its creation. Said seal may be used by causing it, or a facsimile thereof, to be affixed, impressed, reproduced, or othenvise marked.
OBJECTS: The OBJECTS of the Corporation shall be those set forth in its ARTICLES OF INCORPORATION. (Extracted and parapbrased from the Articles of Incorporation, and not all-inclusive, is: To promote, encourage, foster and cultivate the preservation of the community of Homes in Huntington Beach. Also, to aid, assist or act, appear on behalf of or otherwise represent tbe members of this Association or other owners of property in relation to zoning, highway development, safety zones or any other matter that has any bearing or effect upon the property and rights of the members of this Association.)
Rev 09 -21-94
SECTION 1: FISCAL YEAR
The fiscal year of this Corporation shall be the calendar year.
SECTION 2: NONPROFIT CLASSIFICATION
The Corporation is a nonprofit corporation and conducts its affairs in the style and manner of a nonprofit corporation. The conduct and financial dealings of this Corporation shall be such that the Corporation qualifies for Nonprofit status with the U.S. Government and the State of California.
SECTION 3: FEES OR DUES
Members dues for any class or type of membership of this Corporation shall be determined by a 2/3 affirmative vote of Directors attending a meeting of the Board. The Corporation may charge fees to reimburse it for costs of services rendered to members. Such services include, but are not limited to, review of plans, and copies of documents.
SECTION 4: CHECKS, DRAFTS, NOTES
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation for all debts of the Corporation shall be signed by the President or the Vice President and countersigned by the Secretary, Chief Financial Officer, or Treasurer or by such officers as shall be determined by the Board of Directors.
SECTION 5: COMPENSATION OF DIRECTORS
Directors shall not receive any salary for their services as Directors. They shall be reimbursed for expenses incurred in performance of their duties or assigned tasks. Nothing herein shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.
SECTION 6: DONATIONS
This Corporation may accept gifts, legacies, donations, andlor contributions in any amount and in any form, upon such terms and conditions as may be decided by the Board of Directors.
SECTION 4: SECRETARY
DUTIES OF THE SECRETARY
a. Keep and maintain written record of the proceedings of the Board of Directors, including a record of Board meeting attendance.
b. Serve all notices as required by law or the bylaws of the Corporation, including but not limited to: meeting notices, minutes and other necessary documents.
c. Provide notice to each Director of any special meeting of the Board of Directors.
d. Keep the Seal of the Corporation during the Secretary’s term of office.
e. Perform such other duties as may be assigned by the President with approval of the Board of Directors.
f. In case of absence, refusal, or inability to act, the Secretary’s duties may be performed by any person whom the President may appoint.
SECTION 5: CHIEF FINANCIAL OFFICER
DUTIES OF THE CHIEF FINANCIAL OFFICER (CFO)
a. The CEO shall also act as the TREASURER of the Corporation.
b. Prepare, and keep a full set of accounts, showing detail of the Corporation’s accounts, and all disbursements and receipts of every name and nature, the amount of cash on hand, including deposits in banks and other financial institutions, and the amount of money owed by the Corporation or owed to it, and such other information as may be pertinent or required by the President or Board of Directors.
c. Responsible for preparing necessary data and information on a timely basis, to permit
preparation of and filing any necessary City, State andlor Federal tax returns or financially related documents.
d. Invest funds of the Corporation only in those accounts and instruments authorized by the formal investment policy of the Corporation.
e. Prepare, maintain and keep current an annual budget by month for the Corporation, to permit forecasting of predicted expenditures and cash balances on a monthly and annual basis, and report such information to the President and Board of Directors.
BOARD OF DIRECTORS:
SECTION 1: ELIGIBILITY
To be eligible for election to, and service on, the Board of Directors, candidates must be regular members of this Corporation.
SECTION 2: DISTRIBUTION
As much as possible, Directors shall be elected from the various islands and portions of the mainland development so as to provide broad representation.
SECTION 3: GENERAL POWERS OF DIRECTORS
The Board of Directors shall manage the business of the Corporation and, subject to the restrictions imposed by law, by the Articles of Incorporation, or by these bylaws, may exercise all of the powers of the Corporation.
The affairs of this Corporation shall be administered by a Board of Directors consisting of up to seventeen (17) members who shall be elected by the regular members of this Corporation.
HONORARY MEMBER of the BOARD of DIRECTORS are those regular members who satisfy all of the following qualifications, as determined by the Board of Directors, and who consent to serve in this capacity:
Have served on the Board for at least eight (8) years, have held an office in this Corporation for at least one year, or served on the Board for at least six years and held office for at least two (2) years. Such Honorary Members of the Board may receive all material sent to regular Board members, may attend meetings or special functions of the Board, and may serve, if they consent, on committees or perform special tasks at the request of the President or Board. They may participate in discussions, but not vote at Board meetings.
Honorary Members of the Board are selected by vote of the Board at any time during the year, hold the position until completion of the next election of Board members, and may be reelected by the Board each year immediately after the annual election of officers of this Corporation.
SECTION 5: REMOVAL OF MEMBERS OF THE BOARD OF DIRECTORS
As the strength of the organization is proportional to the integrity and conscientiousness of the Directors, two (2) unexcused absences from the Board meetings (excluding special meetings) in one calendar year may be considered by the Board to be an automatic resignation. Three (3) unexcused absences in a calendar year must be considered by the Board to be an automatic resignation from the Board. Illness, business conflicts, absence from the city or state, and such other excuses as approved by the President and/or Board at or before each meeting, shall constitute an excused absence. A total of five (5) absences of any type in one calendar year shall be cause for automatic removal of a Director from the Board, unless a majority vote to the contrary by the other Board members in attendance at the meeting where removal is considered.
SECTION 6: VACANCIES
The President, or highest officer serving, with the approval of a majority of the Board members present at a regular or special Board meeting, may fill by appointment any vacancies which arise during his term of office.
SECTION 7: ELECTIONS
a. No later than the first meeting in August of each year, the President shall appoint a nominating committee of at least three (3) Board members, which committee shall at the December meeting report to the Board its nominations for members of the Board of Directors. In the event that no seats are contested, or that additional Board seats are available, no election will be held and all candidates shall be appointed to a full term. In the event that one or more seats are contested, election ballots shall be sent to the membership by January third. These ballots shall include the slate of nominees proposed by the nominating committee and approved by the Board.
b. Provision shall be made on the ballot for “write-in” candidates. The regular members shall be advised of the method and rules for nominating write-in candidates, and the final date for such action, by notice in the NEWSLETTER by or before October 15.
c. The election results shall be determined by the nominating committee and presented to the Board at the February meeting. The Board of Directors shall then elect the Officers for the coming year at the February meeting.
SECTION 8: TERM OF OFFICE OF DIRECTORS
Directors shall be elected for a two year term.
b. PROMOTIONAL. Shall make known and promote the activities of this Corporation, and publicize other mafters and activities in the general geographic area of Huntington Harbour that may affect the interests of the residents of Huntington Harbour.
Activities shall be directed to the regular members of the Huntington Harbour Property Owners Association, and may be directed to all Huntington Harbour property owners.
Shall be responsible for preparing for and conducting the annual meeting contemplated by Article VI, Section 2.
Prepare a NEWSLETTER mailed to or otherwise delivered to regular members, or all Huntington Harbour property owners, a minimum of four times per calendar year, or as the Board shall decide.
Use any recognized media channels for the distribution of news or information, including but not limited to, news releases to newspapers that cover Huntington Harbour, TV channels, magazine articles etc.
Perform the acquisition, distribution and sale of HHPOA license plate frames to the regular members of the Association.
c. MEMBERSHIP. Shall be responsible for activities to maintain and increase membership, including but not limited to supplying material for the Promotional committee newsletters, other publicity activities, briefings to other groups and associations, direct mailings or distributions soliciting membership to Huntington Harbour property owners, and mailing or distribution of membership application forms.
Compile and maintain and periodically keep current a list of regular, associate, and other members of this Corporation and shall publish and distribute this list of members as directed by the Board.
d. BEAUTIFICATION & LANDSCAPE: This committee is to make every reasonable and practical effort to ensure that all real properties in Huntington Harbour are maintained according to 1) the standards set forth in the CC&Rs for particular tracts wherein the HHPOA is legally empowered to enforce said CC&Rs, and 2) current City, County and State regulations and codes and 3) such other standards as adopted by this Corporation.
Empowered to serve either written or oral notice of substandard appearance of landscaping, house or other structures to individual property owners within HHPOA jurisdiction, pursue corrective measures directly andlor through appropriate City, County or State agencies.
The regular members, by affirmative vote of the holders of a majority of such memberships issued and outstanding, or the Directors, by affirmative vote of a majority of the Directors, may at any meeting, provided the substance of the proposed amendment shall have been stated in the notice of the meeting given at least ten (10) days before the meeting date, revise, amend or alter any of these bylaws, except that basic rights of members including the right to have an annual meeting may not be eliminated.
NOTICE AND WAIVER OF NOTICE:
Whenever any notice is required by these bylaws to be given, personal notice is not meant unless expressly so stated; and any notice so required shall be deemed to be sufficient if given by depositing same, postage paid, in a post office or postal collection box addressed to the person entitled thereto at his or her last known post office address, and such notice shall be deemed to have been given on the day of such mailing. Any notice required to be given under these bylaws may be waived by the person entitled thereto. Members not entitled to vote shall not be required to receive notice of any meetings except as otherwise provided by statute.
After complying with pertinent sections of the corporate code, and upon the dissolution of the Corporation, and after paying or adequately providing for the debts and obligations of the Corporation, the Directors or persons in charge of the liquidations shall grant and convey any remaining assets so as to inure to the benefit of a recognized, tax exempt, non-denominational charitable organization.